2025 Annual Report Scent:
Organic Allspice
Allspice delivers a warm, aromatic depth that instantly
enriches every bite.
We start with organic berries of a tropical evergreen
tree. With warm notes from nutmeg, cloves, and cinnamon,
allspice is essential for sweet and savory cooking.
Table of Contents
02 Letter to Shareholders
09 Board of Directors
10 Form 10-K
Investor Information on Inside Back Cover
Our performance in 2025 demonstrated
the strength and resilience of our business.
As we move into 2026, we are operating from
a position of strength with momentum, a solid
foundation, and a clear focus on sustainable,
profitable growth.
02
Driving Differentiated Results
Flavor makes food exciting, satisfying, and personal, and the global demand
for it remains strong. As a global leader in flavor, this demand is the foundation
of our sales growth. In 2025, we grew sales by 2%1 despite a softer food
industry environment. Our Consumer segment delivered volume-led
sales growth of 2%1 while our Flavor Solutions segment increased sales
by 1%1 that were driven primarily by pricing actions to offset inflation.
In a year marked by shifting trade dynamics and inflationary pressure, our
disciplined execution of cost management and efficiency initiatives enabled
us to deliver adjusted operating income growth of 3%1 and adjusted operating
margin expansion for the full year while continuing to invest in the business
to drive future growth. On the bottom line, adjusted earnings per share rose
2% to $3.00,1 primarily driven by adjusted operating income growth.
Cash flow from operations in 2025 was strong, reaching $962 million.
Our commitment to a balanced use of cash continues, prioritizing investments
to drive profitable growth, returning a significant portion to shareholders
through dividends, and maintaining a strong and flexible balance sheet.
At the end of 2025, our Board of Directors authorized a 7% increase in the
quarterly dividend, reflecting our 102nd year of continuous dividend payments
and 40 years of consecutive annual increases.
1 These are non-GAAP financial results excluding items affecting comparability. The details of these
adjustments are provided in the Non-GAAP Financial Measures within Management’s Discussion
and Analysis in the Company’s 10-K.
Dear Shareholders,
Reflecting on 2025, I am proud of our strong performance, continued resilience,
and sustained focus on delivering on our strategic priorities. Together, we
have driven differentiated, volume-led growth across our business, which
underscores the success of our investments in brand marketing, innovation,
and expanded distribution and highlights our disciplined execution of cost
management and efficiency initiatives.
2026 will be a year of sustained momentum as we build on our achievements
from 2025, remain focused on the consumer and our customers, and stay
committed to delivering value, flavor, and quality while maintaining our
volumes and protecting our profitability.
BRENDAN FOLEY
Chairman, President,
& Chief Executive Officer
MARCOS GABRIEL
Executive Vice President
& Chief Financial Officer
SARAH PIPER
Chief Human Relations Officer
ANDREW FOUST
President - Americas
ANA SANCHEZ
President - EMEA
JEFFERY SCHWARTZ
Vice President, General Counsel
& Corporate Secretary
Executive Officers
Winning With Consumers and Customers
Since 1889, we have been driven by a passion for flavor and a commitment to excellence, consistently innovating to meet
evolving consumer needs and preferences. Our Consumer brands have been cherished staples in kitchens and family
recipes for generations and remain in demand through our continuous innovation. In our Flavor Solutions segment, we know
the importance of brands and develop flavors that deliver on our customers’ brand promise. We flavor some of the world’s most
iconic brands and also fast-growing emerging brands, making us part of the daily flavor moments for millions of people all over
the world. What sets us apart from our peers is our intentional focus on flavor. While others compete across several different
food categories, our focus on flavor allows us to be present at every meal, beverage, or snacking occasion. In essence,
we don’t compete for calories, we flavor them.
In 2025, our Consumer segment achieved industry-leading volume growth through our data-driven investments in brand
marketing, category management, and innovation. Through our digital transformation initiatives, we enhanced our brand
marketing efforts, enabling deeper connections with consumers throughout their purchase journey. We expanded distribution
and delivered innovation including on-trend new products such as McCormick Finishing Salts and limited-time collections
of Fall and Winter Finishing Sugars, Cholula cremosas and cooking sauces, and impactful packaging renovations for our
McCormick Grill Mates and Gourmet brands in the Americas. In EMEA, we expanded our Schwartz Air Fryer seasonings
to meet the growing consumer demand for convenient, flavorful, and healthier home-cooked meals. We closed 2025
with strong momentum in our Consumer segment and look forward to building on this success in 2026.
In Flavor Solutions, amid a challenging industry environment we drove growth across portions of our diverse customer
base, particularly among smaller, high-growth customers and private-label customers, helping to offset softness with some
larger consumer packaged goods customers. While overall volume growth was pressured, we delivered another year
of meaningful margin improvement. We continue to see strength in our technically insulated, high-margin product category,
flavors where we remain focused on being the partner of choice across four taste competencies: savory, heat, naturally sweet,
and citrus & fruit. This focus, combined with our talent and technology, gives us a strong foundation to accelerate growth
with existing customers, win new customers, and capture additional market share.
McCormick is a growth company. We remain focused on the high-growth categories of Spices and Seasonings, Condiments
and Sauces, Branded Foodservice, and Flavors. The long-term trends that fuel these attractive categories—consumer interest
in healthy, flavorful cooking, flavor exploration, and trusted brands—are enduring trends. With our robust growth plans,
we are well positioned to drive sustainable, long-term growth.
04
Winning With Purpose-led Performance
McCormick remains guided by Purpose-led Performance—delivering top-tier financial results while securing the future
of flavor with a focus on impact that matters for our business. The upcoming 2025 Purpose-led Performance Report will track
our progress toward our commitments.
Over the past decade, we have achieved 6% compounded annual sales growth2 driven by organic growth, strategic acquisitions,
and portfolio expansion. Our results reinforce our global leadership in flavor. Total shareholder return, on an annualized basis,
averaged 7% over the same period outpacing flavor house peers, and the packaged food index.
We remain committed to our long-term objectives: Net Sales of 4% to 6%, Operating Income of 7% to 9%, and Earnings
Per Share of 9% to 11%. We have a track record of driving and compounding growth. I am confident that the continued
execution of our growth plans will be a win for consumers, customers, our categories, and McCormick.
2 In constant currency.
Winning With Talent and Engagement
For 136 years, McCormick’s success has been powered by our people—a testament to our enduring Power of People principle.
Our global team’s passion, commitment, and creativity continue to bring the best in flavor to millions of consumers around the
world. The strength of our culture, built on collaboration, respect, and purpose, remains a key driver of our performance and
long-term success.
As we ended the year, a valued member of our leadership team, Kasey Jenkins, who served as Chief Growth Officer, retired
after 32 years of distinguished service. I thank her for her leadership and lasting contributions to McCormick.
We have also recently had changes within our Board of Directors. Maritza Montiel and Tony Vernon, who have served as Directors
since 2015 and 2017 respectively, will be retiring as of the date of our Annual Meeting. We are deeply grateful for their contributions
and service. In addition, we recently welcomed Rick Dierker and Gavin Hattersley to our Board. Rick currently serves as President
and Chief Executive Officer at Church & Dwight Co., Inc., and Gavin most recently served as President and Chief Executive
Officer at Molson Coors Beverage Company. Their extensive experience in the global consumer products industry will complement
our Board and add even greater depth to an already strong team.
Together, our talented and engaged teams—and the leaders who guide them—continue to shape McCormick’s future and
strengthen our position as a global leader in flavor. As we look forward to 2026 and advance our digital transformation, we are
investing in upskilling and AI training to ensure our workforce is prepared. Guided by our core values, we continue to invest
in our people and leadership to sustain our culture of excellence and innovation.
Advance Differentiated Growth and Value Creation
I am proud of what we accomplished in 2025. As we look ahead to 2026, I am confident we have the right team in place
to build on this success, deliver differentiated results, and create lasting shareholder value. On behalf of the McCormick Board
of Directors and the executive team, I would like to thank you for your continued support and confidence.
Brendan M. Foley
Chairman, President & Chief Executive Officer
Our Brand Family
A N E W O R L E A N S T R A D I T I O N S I N C E 1 8 8 9
A N E W O R L E A N S T R A D I T I O N S I N C E 1 8 8 9
A N E W O R L E A N S T R A D I T I O N S I N C E 1 8 8 9
A N E W O R L E A N S T R A D I T I O N S I N C E 1 8 8 9
K I T C H E N
Bertie
06
Driving Long-Term Shareholder
Value With Expanded Ownership
in McCormick de Mexico
Acquisitions are a key part of our long-term growth
strategy. We have a strong track record of driving
shareholder value through strategic acquisitions, and
in 2025, we signed a purchase agreement to expand
our ownership in McCormick de Mexico to 75%.
This joint venture, formed in 1947 with Grupo Herdez,
boasts a broad portfolio sold under McCormick
brands. The portfolio includes mayonnaise, spices,
marmalades, mustard, and teas, all of which have
a branded leading market share position in Mexico.
The expanded ownership strengthens our global
flavor leadership, creates opportunities for further
growth in the attractive Mexican market, and provides
a strategic platform for further expansion in
Latin America.
The purchase was completed in early 2026, and with
the expanded ownership, we plan to build on McCormick
de Mexico’s strong performance by leveraging our
combined expertise in category management,
insight-driven innovation, and best-in-class marketing
to expand in adjacent categories and increase
channel penetration. We are proud of our nearly
80-year partnership with Grupo Herdez and look
forward to continuing our collaboration and shared
success in the years ahead.
OUR PURPOSE:
TO MAKE LIFE MORE FLAVORFUL
OUR VISION:
TO BE THE WORLD’S MOST TRUSTED
SOURCE OF FLAVOR
Our New Purpose and Vision
At the end of 2025, we announced McCormick’s new purpose and vision that would be launching in early 2026. The design
of this report features the new branding. At McCormick, flavor is more than what we make—it’s who we are. Our new purpose
and vision captures the essence of our company today and our ambition for the future.
Flavor is at the heart of everything we do. It connects people, cultures, and experiences, enriching everyday moments and bringing
joy to tables around the world. We are committed to sourcing the finest ingredients guided by our deep expertise, curiosity, and
craftsmanship. With care and integrity, we deliver extraordinary taste to every table and every customer we serve.
We Are End-to-End Flavor
2025 Sales By Product Category
2025 Sales By Region
08
Consumer Segment
Spices & Seasonings
Recipe Mixes
Condiments & Sauces
Regional Leaders
Flavor Solutions Segment
Flavors
Branded Foodservice
Custom Condiments
Coatings, Bulk Spices, & Herbs
Consumer Segment
Americas
APAC
EMEA
Flavor Solutions Segment
Americas
APAC
EMEA
Board of Directors
ANNE L. BRAMMAN
Former Chief Financial & Growth Officer,
Circana Inc.
Director since 2020
Audit Committee
Age: 58
MICHAEL A. CONWAY
Former Chief Executive Officer, Starbucks
North America
Director since 2015
Nominating & Corporate Governance Committee
Age: 59
BRENDAN M. FOLEY
Chairman, President & Chief Executive
Officer, McCormick & Company, Inc.,
Director since 2023
Age: 60
MICHAEL D. MANGAN
Former President, Worldwide Power Tools & Accessories,
The Black & Decker Corporation
Director since 2007
Compensation & Human Capital Committee, Nominating
& Corporate Governance Committee, Lead Director
Age: 69
MARITZA G. MONTIEL
Former Deputy Chief Executive
Officer & Vice Chairman, Deloitte LLP
Director since 2015
Audit Committee
Age: 74
MARGARET M.V. PRESTON
Managing Director, Cohen Klingenstein, LLC
Director since 2003
Nominating & Corporate Governance
Committee
Age: 68
GARY M. RODKIN
Former Chief Executive Officer, ConAgra
Foods, Inc.
Director since 2017
Compensation & Human Capital Committee
Age: 73
VALARIE SHEPPARD
Former Executive Vice President, Controller & Treasurer,
The Procter & Gamble Company
Director since 2024
Audit Committee
Age: 62
JACQUES TAPIERO
Former Senior Vice President & President,
Emerging Markets, Eli Lilly & Company
Director since 2012
Compensation & Human Capital Committee
Age: 67
TERRY S. THOMAS
Chief Growth Officer, Flowers Foods
Director since 2024
Audit Committee
Age: 56
W. ANTHONY VERNON
Former Chief Executive Officer, Kraft Foods
Group, Inc.
Director since 2017
Compensation & Human Capital Committee
Age: 70
Rick Dierker and Gavin Hattersley are not pictured due to their recent appointments.
2025 Annual Report 10
Table of Contents to Form 10-K
PART I
Page
Item 1
Business
14
Item 1A
Risk Factors
17
Item 1B
Unresolved Staff Comments
27
Item 1C
Cybersecurity
27
Item 2
Properties
28
Item 3
Legal Proceedings
28
Item 4
Mine Safety Disclosures
28
PART II
Item 5
Market For Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
29
Item 6
[Reserved]
29
Item 7
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
30
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
42
Item 8
Financial Statements and Supplementary Data
43
Report of Management
43
Report of Independent Registered Public Accounting Firm
44
Consolidated Income Statements
47
Consolidated Statements of Comprehensive Income
47
Consolidated Balance Sheets
48
Consolidated Cash Flow Statements
49
Consolidated Statements of Shareholders’ Equity
50
Notes to Consolidated Financial Statements
51
Item 9
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
73
Item 9A
Controls and Procedures
73
Item 9B
Other Information
73
Item 9C
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
73
PART III
Item 10
Directors, Executive Officers, and Corporate Governance
74
Item 11
Executive Compensation
74
Item 12
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
74
Item 13
Certain Relationships and Related Transactions, and
Director Independence
74
Item 14
Principal Accountant Fees and Services
74
PART IV
Item 15
Exhibits, Financial Statement Schedules
74
THIS PAGE LEFT INTENTIONALLY BLANK
2025 Annual Report 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
Q ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended November 30, 2025
OR
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission file number 001-14920
McCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland
52-0408290
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
24 Schilling Road, Suite 1, Hunt Valley, Maryland
21031
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (410) 771-7301
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, Par Value $0.01 per share
MKC.V
New York Stock Exchange
Common Stock Non-Voting, Par Value $0.01 per share
MKC
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: Not applicable.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Q No £
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No Q
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes Q No £
13 McCormick & Company, Inc.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes Q No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Q
Accelerated Filer
£
Non-accelerated Filer £ (Do not check if a smaller reporting company)
Smaller Reporting Company
£
Emerging Growth Company
£
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £
Indicate by check mark if the registrant has filed a report on and attestation on its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. Q
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. £
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No Q
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business
day of the registrant’s most recently completed second fiscal quarter.
The aggregate market value of the Voting Common Stock held by non-affiliates at May 30, 2025: $1,099,419,345
The aggregate market value of the Non-Voting Common Stock held by non-affiliates at May 30, 2025: $18,403,576,766
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class
Number of Shares Outstanding
Date
Common Stock
14,851,729
December 31, 2025
Common Stock Non-Voting
253,586,510
December 31, 2025
DOCUMENTS INCORPORATED BY REFERENCE
Document
Part of 10-K into Which Incorporated
Proxy Statement for
McCormick’s April 1, 2026
Annual Meeting of Stockholders
(the “2026 Proxy Statement”)
Part III
2025 Annual Report 14
PART I.
As used herein, references to “McCormick,” “we,” “us,” and “our”
are to McCormick & Company, Incorporated and its consolidated
subsidiaries or, as the context may require, McCormick & Company,
Incorporated only.
ITEM 1. BUSINESS
McCormick is a global leader in flavor. We manufacture, market, and
distribute herbs, spices, seasoning mixes, condiments, and other
flavorful products to the entire food and beverage industry: retailers,
food manufacturers, and foodservice businesses. We also are partners
in a number of joint ventures that are involved in the manufacture and
sale of flavorful products, the most significant of which is McCormick
de Mexico. Our major sales, distribution, and production facilities are
located in North America, Europe, and China. Additional facilities are
based in Australia, Central America, Thailand, and South Africa.
On January 2, 2026, we completed the purchase of an additional 25%
ownership interest in McCormick de Mexico. The purchase price was
$750 million, which increased our ownership to a 75% controlling
interest. We believe the acquisition creates opportunities for further
growth in the Mexican market and provides a strategic platform
for further expansion in Latin America. McCormick de Mexico is a
prominent food company in Mexico, with a broad portfolio, including
mayonnaise, spices, marmalades, mustard, hot sauce, and tea, sold
under McCormick brands.
Business Segments
We operate in two business segments: Consumer and Flavor Solutions.
Demand for flavor is growing globally, and across both segments, we
have the customer base and product breadth to participate in all types of
eating occasions. Our products deliver flavor when cooking at home, din
ing out, purchasing a quick service restaurant meal, or enjoying a snack.
We offer our customers and consumers a range of products, extending
from premium to value-priced, to meet the increasing demand for certain
product attributes including clean-label, organic, natural, reduced sodi
um, gluten-free, and non-GMO (genetically modified organisms).
Consistent with market conditions in each segment, our Consumer
segment has a higher overall profit margin than our Flavor Solutions
segment. In 2025, the Consumer segment contributed approximately
58% of consolidated net sales and 67% of consolidated operating
income, and the Flavor Solutions segment contributed approximately
42% of consolidated net sales and 33% of consolidated operating
income.
Consumer Segment. From locations around the world, our brands
reach consumers in approximately 150 countries and territories. Our
leading brands in the Americas include McCormick®, French’s®,
Frank’s RedHot®, Lawry’s®, Cholula®, and Club House®, as well as
brands such as Gourmet Garden® and OLD BAY®. We also market
authentic regional brands such as Zatarain’s®, Stubb’s®, Thai
Kitchen®, and Simply Asia®. In the Europe, Middle East, and Africa
(EMEA) region, our major brands include the Ducros®, Schwartz®,
Kamis®, and La Drogheria® brands of spices, herbs, and seasonings
and an extensive line of Vahiné® brand dessert items. In the Asia/
Pacific (APAC) region, we market our spices and seasonings under the
McCormick brand, DaQiao®, as well as other brands, our dessert
products under the Aeroplane® brand, and packaged chilled herbs
under the Gourmet Garden® brand.
Approximately two-thirds of our Consumer segment sales are spices
and seasonings and condiments and sauces. Within the spices and
seasoning category, we are the brand leader globally and a category
leader in our key markets. In the condiments and sauces category, we
are one of the brand leaders globally and in the U.S. There are numer
ous competitive brands of spices and seasonings and condiments
and sauces in the U.S., as well as additional brands in international
markets. Some are owned by large food manufacturers, while others
are supplied by small privately-owned companies. In this competitive
environment, we are leading with innovation and brand marketing,
applying our analytical tools to help customers optimize the profitabil
ity of their sales of these categories, while simultaneously working to
increase our own sales and profit.
Our customers span a variety of retailers that include grocery, mass
merchandise, warehouse clubs, discount and drug stores, and
e-commerce retailers, served directly and indirectly through distribu
tors or wholesalers. In addition to marketing our branded products to
these customers, we are a leading supplier of private label items, also
known as store brands. In our businesses in China, foodservice sales
are managed by and reported in our Consumer segment.
Flavor Solutions Segment. In our Flavor Solutions segment, we provide
a wide range of products to multinational food manufacturers and
foodservice customers. The foodservice customers are supplied with
branded, packaged products both directly by us and indirectly through
distributors, with the exception of our businesses in China, where
foodservice sales are managed by, and reported in, our Consumer seg
ment. We supply food manufacturers and foodservice customers with
customized Flavor Solutions, and many of these customer relation
ships have been active for decades. Our range of Flavor Solutions
remains one of the broadest in the industry and includes seasoning
blends, spices and herbs, condiments, coating systems, and compound
flavors. In addition to a broad range of Flavor Solutions, our
long-standing customer relationships are evidence of our effective
ness in building customer intimacy. Our customers benefit from our
expertise in many areas, including sensory testing, culinary research,
food safety, and flavor application.
Our Flavor Solutions segment has a number of competitors. Some
tend to specialize in a particular range of products and have a limited
geographic reach. Other competitors include large publicly held
flavor companies that are more global in nature and tend to focus on
providing integrated solutions extending beyond flavor through the use
of other functional and nutritional ingredients.
Raw Materials
The most significant raw materials used in our business are dairy prod
ucts, pepper, garlic, onion, capsicums (red peppers and paprika), salt,
tomato products, sugar, and soybean oil. Pepper, along with various
spices and herbs, is generally sourced from countries outside the U.S.
Raw materials such as dairy products, onion and soybean oil are pri
marily obtained locally, either within the U.S. or from our international
locations. Because these raw materials are agricultural products, they
are subject to fluctuations in market price and availability caused
15 McCormick & Company, Inc.
by weather, growing and harvesting conditions, market conditions,
including inflationary cost increases and global trade policies, and
other factors beyond our control.
We respond to this volatility in a number of ways, including strategic
raw material purchases, purchases of raw material for future delivery,
customer price adjustments, and cost savings from our Comprehensive
Continuous Improvement (CCI) program. There has been, and there
could continue to be, a difference between the timing of when these
customer price adjustments and cost savings impact our results of
operations and when the impact of cost inflation occurs. Additionally,
in some instances, the pricing actions we take have been impacted by
price elasticity which unfavorably impacts our sales volume and mix.
In addition, we rely on third-party transportation providers to deliver
raw materials and our products to our customers. There has been, and
could continue to be, reduced availability of transportation capacity
due to labor shortages and higher fuel costs, which have caused and
may continue to cause an increase in transportation costs for us and
our suppliers.
Customers
Our products are sold directly to customers as well as through brokers,
wholesalers, and distributors. In the Consumer segment, products are
then sold to consumers under a number of brands through a variety
of retail channels, including grocery, mass merchandise, warehouse
clubs, discount and drug stores, and e-commerce. In the Flavor Solu
tions segment, products are used by food and beverage manufacturers
as ingredients in their finished goods and by foodservice customers
for menu items, as well as provided to their own customers for dine-
in and take-out occasions, all to enhance the flavor of their foods.
Customers in the Flavor Solutions segment include food manufacturers
and the foodservice industry, supplied through a variety of channels,
including directly and indirectly through distributors, wholesale food
service suppliers, and e-commerce.
We have a large number of customers for our products. Sales to one of
our Consumer segment customers, Wal-Mart Stores, Inc., accounted
for consolidated sales of approximately 12% in 2025, 2024, and 2023.
Sales to one of our Flavor Solutions segment customers, PepsiCo, Inc.,
accounted for consolidated sales of approximately 12% in 2025, and
13% in both 2024 and 2023. In 2025, 2024, and 2023, the top three
customers in our Flavor Solutions segment represented 49% of our
global Flavor Solutions sales.
Trademarks, Licenses and Patents
We own a number of trademark registrations. Although in the
aggregate these trademarks are material to our business, the loss of
any one of those trademarks, with the exception of our “McCormick,”
“French’s,” “Frank’s RedHot,” “Lawry’s,” “Zatarain’s,” “Cholula,”
“Stubb’s,” “Club House,” “Ducros,” “Schwartz,” “Vahiné,” “OLD BAY,”
“Simply Asia,” “Thai Kitchen,” “Kamis,” “La Drogheria,” “DaQiao,”
and “Gourmet Garden” trademarks, would not have a material adverse
effect on our business. The “Mc – McCormick” trademark is extensively
used in connection with the sale of our food products in the U.S. and
certain non-U.S. markets. The terms of the trademark registrations are
prescribed by law, and the registrations will be renewed as long as we
deem them useful.
We have entered into a number of license agreements authorizing
the use of our trademarks by affiliated and non-affiliated entities. The
loss of these license agreements would not have a material adverse
effect on our business. The term of the license agreements is generally
two-to-three years or until such time as either party terminates the
agreement. Those agreements with specific terms may be renewable
upon agreement of the parties.
We also own various patents, none of which are individually material
to our business.
Seasonality
Due to seasonal factors inherent in the business, our sales, operating
income, and cash from operations are generally higher in the fourth
quarter because of the holiday season. This seasonality reflects
customer and consumer buying patterns, primarily in the Consumer
segment.
Working Capital
In order to meet increased demand for our consumer products during
our fourth quarter, we usually build our inventories during the third
quarter of the fiscal year. We generally finance working capital items
(inventory and receivables) through short-term borrowings, which
include the use of lines of credit and the issuance of commercial paper.
For a description of our liquidity and capital resources, see Note 5 of
the notes to our consolidated financial statements and the “Liquidity
and Financial Condition” section of “Management’s Discussion and
Analysis.”
Competition
Each segment operates in highly competitive markets around the
world. In this environment, our growth strategies include customer
engagement and product innovation based on consumer insights. In
the Consumer segment, we are building brand recognition and loyalty
through advertising and promotions. In our Flavor Solutions segment,
we differentiate ourselves through culinary and consumer-inspired
flavor development, as well as the breadth of our product offering and
customer engagement.
Governmental Regulation
We are subject to numerous laws and regulations around the world
that apply to our global businesses. In the U.S., the safety, production,
transportation, distribution, advertising, labeling, and sale of many
of our products and their ingredients are subject to the Federal Food,
Drug, and Cosmetic Act; the Food Safety Modernization Act; the Federal
Trade Commission Act; state consumer protection laws; competition
laws; anti-corruption laws; customs and trade laws; federal, state and
local workplace health and safety laws; privacy laws; federal, state,
and local environmental protection laws; and other federal, state, and
local statutes and regulations. Outside the U.S., our business is sub
ject to numerous similar statutes, laws, and regulatory requirements.
Human Capital
We believe in the power of people and that by working together, every
employee is an integral part of driving our success. Our key human
capital objective is to attract, develop, and retain the best talent
and we employ various human resource programs in support of this
objective.
Throughout our global business, we work to create ethical, safe,
accessible, and supportive workplaces where all employees thrive and
belong. We believe that unlocking the full potential of all employees
through inclusion drives innovation, collaboration, and growth, and
2025 Annual Report 16
enhances our competitive advantage. Respect for human rights is cen
tral to our business and reflects our commitment to ethical conduct.
We are committed to the safety, health, and well-being of our employ
ees. Our global safety programs focus on hazard prevention to ensure
that all our employees have access to safe workplaces that allow them
to succeed in their jobs. We offer total rewards programs that support
the physical, emotional, and financial well being of our employees.
As of November 30, 2025, we had approximately 14,100 full-time
employees worldwide. In the United States, approximately 400
employees are covered by a collective bargaining contract and at our
subsidiaries outside the U.S., approximately 2,450 employees are
covered by collective bargaining agreements or similar arrangements.
We maintain positive and constructive employee relations and our
operations have not been affected significantly by work stoppages.
Through our continuous listening strategy, we measure employee
engagement and enablement, receiving valuable feedback from our
employees on our work environment and culture. The results from
these surveys are used to advance programs and processes to enhance
employee engagement and improve the overall employee experience.
Information about our Executive Officers
In addition to the executive officers indicated in the 2026 Proxy State
ment incorporated by reference in Part III, Item 10 of this Report, the
other executive officer of McCormick is Ana G. Sanchez.
Ms. Sanchez is 51 years old and, during the last five years, has held
the following positions with McCormick: February 2022 to present—
President, EMEA; and February 2020 to January 2022—Vice President
Consumer, EMEA.
Operations Outside of the U.S.
We are subject in varying degrees to certain risks typically associated
with a global business, such as local economic and market conditions,
exchange rate fluctuations, and restrictions on investments, royalties,
and dividends. In fiscal year 2025, approximately 39% of sales were
from non-U.S. operations. For information on how we manage some of
these risks, see the “Market Risk Sensitivity” section of “Management’s
Discussion and Analysis.”
Forward-Looking Information
Certain statements contained in this report, including statements
concerning expected performance such as those relating to net sales,
gross margin, earnings, cost savings, special charges including transac
tion and integration expenses, acquisitions, brand marketing support,
volume and product mix, income tax expense, and the impact of foreign
currency rates are “forward-looking statements” within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended.
These statements may be identified by the use of words such as “may,”
“will,” “expect,” “should,” “anticipate,” “intend,” “believe,” “plan,” and
similar expressions. These statements may relate to: general economic
and industry conditions, including consumer spending rates, recessions,
interest rates, and availability of capital; expectations regarding sales
growth potential in various geographies and markets, including the
impact of brand marketing support, product innovation, and customer,
channel, category, heat platform, and e-commerce expansion; the
expected results of operations of businesses acquired, including the
additional 25% ownership interest in McCormick de Mexico; expected
trends in net sales, earnings performance, and other financial measures;
the expected impact of pricing actions on the Company’s results of
operations, including our sales volume and mix as well as gross margins;
the expected impact of the inflationary cost environment on our business;
the anticipated effects of factors affecting our supply chain, including the
availability and prices of commodities and other supply chain resources
such as raw materials, packaging, labor, and transportation; the potential
impact of trade policies, including tariffs; the impact of legal challenges
to U.S tariffs; the expected impact of productivity improvements,
including those associated with our CCI program and the Global Business
Services operating model initiative; the ability to identify, attract, hire,
retain, and develop qualified personnel and the next generation of
leaders; the impact of ongoing or future geopolitical conflicts, including
the potential for broader economic disruption; expected working capital
improvements; the anticipated timing and costs of implementing our
business transformation initiative, which includes the implementation of
a global enterprise resource planning (ERP) system; the expected impact
of accounting pronouncements; expectations regarding pension and
postretirement plan contributions and anticipated charges associated
with those plans; the holding period and market risks associated with
financial instruments; the impact of foreign exchange fluctuations; the
adequacy of internally generated funds and existing sources of liquidity,
such as the availability of bank financing; the anticipated sufficiency of
future cash flows to enable payments of interest, repayment of short-
and long-term debt, working capital needs, planned capital expenditures,
quarterly dividends, and our ability to obtain additional short- and
long-term financing or issue additional debt securities; and expectations
regarding purchasing shares of McCormick’s common stock under the
existing repurchase authorization.
These and other forward-looking statements are based on manage
ment’s current views and assumptions and involve risks and uncertain
ties that could significantly affect expected results. Results may be
materially affected by factors such as: the Company’s ability to drive
revenue growth; the Company’s ability to increase pricing to offset,
or partially offset, inflationary pressures on the cost of our products;
damage to the Company’s reputation or brand name; loss of brand
relevance; increased private label use; the Company’s ability to offset
cost pressures or business impacts related to trade policies, including
tariffs; the Company’s ability to drive productivity improvements,
including those related to our CCI program and other streamlining
actions; product quality, labeling, or safety concerns; negative publicity
about our products; actions by, and the financial condition of, compet
itors and customers; the longevity of mutually beneficial relationships
with our large customers; the ability to identify, interpret and react to
changes in consumer preference and demand; business interruptions
due to natural disasters, unexpected events or public health crises;
issues affecting the Company’s supply chain and procurement of raw
materials, including fluctuations in the cost and availability of raw and
packaging materials; labor shortage, turnover and labor cost increases;
the impact of changing political and geopolitical conditions, including
conflicts and the potential for broader economic disruption; govern
ment regulation, and changes in legal and regulatory requirements
and enforcement practices; the lack of successful acquisition and
integration of new businesses; global economic and financial condi
tions generally, availability of financing, interest and inflation rates,
and the imposition of tariffs, quotas, trade barriers and other similar
restrictions; foreign currency fluctuations; the effects of our amount of
outstanding indebtedness and related level of debt service as well as
the effects that such debt service may have on the Company’s ability to
borrow or the cost of any such additional borrowing, our credit rating,
and our ability to react to certain economic and industry conditions;
17 McCormick & Company, Inc.
impairments of indefinite-lived intangible assets; assumptions we
have made regarding the investment return on retirement plan assets,
and the costs associated with pension obligations; the stability of
credit and capital markets; risks associated with the Company’s
information technology systems, including the threat of data breaches
and cyber-attacks; the Company’s inability to successfully implement
our business transformation initiative; fundamental changes in tax
laws; including interpretations and assumptions we have made, and
guidance that may be issued, and volatility in our effective tax rate;
climate change; Environmental, Social and Governance (ESG) matters;
infringement of intellectual property rights, and those of customers;
litigation, legal and administrative proceedings; the Company’s
inability to achieve expected and/or needed cost savings or margin
improvements; negative employee relations; and other risks described
herein under Part I, Item 1A “Risk Factors.”
Actual results could differ materially from those projected in the
forward-looking statements. We undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, except as may be
required by law.
Available Information
Our principal corporate internet website address is:
www.mccormickcorporation.com. We make available free of charge
through our website our Annual Report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after such documents
are electronically filed with, or furnished to, the U.S. Securities and
Exchange Commission (the SEC). The information and other content
contained on our website are not part of (or incorporated by reference
in) this report or any other document we file with the SEC. The SEC
maintains an internet website at www.sec.gov that contains reports,
proxy and information statements, and other information regarding
McCormick. Our website also includes our Corporate Governance
Guidelines, Business Ethics Policy and charters of the Audit Commit
tee, Compensation & Human Capital Committee, and Nominating/
Corporate Governance Committee of our Board of Directors.
ITEM 1A. RISK FACTORS
The following are certain risk factors that could affect our business,
financial condition and results of operations. These risk factors should
be considered in connection with evaluating the forward-looking state
ments contained in this Annual Report on Form 10-K because these
factors could cause the actual results and conditions to differ materi
ally from those projected in forward-looking statements. Before you
buy our Common Stock or Common Stock Non-Voting, you should know
that making such an investment involves risks, including the risks
described below. It is not possible for management to predict all such
risks, nor can management assess the impact of all such risks on our
business or the extent to which any risk, or combination of risks, may
cause actual results to differ materially from those contained in any
forward-looking statements. Additional risks and uncertainties that are
not presently known to us or are currently deemed to be immaterial
also may materially adversely affect our business, financial condition,
or results of operations in the future. If any of the risks actually occur,
our business, financial condition or results of operations could be neg
atively affected. In that case, the trading price of our securities could
decline, and you may lose part or all of your investment.
Risks Related to Our Company, Business and Operations
Deterioration of global economic conditions, an economic
recession or slow growth, periods of inflation, or economic
uncertainty in our key markets may adversely affect customer
and consumer spending as well as demand for our products.
Global economic conditions can be uncertain and volatile. Our business
and results of operations have in the past been, and may continue to
be, adversely affected by changes in global economic conditions includ
ing inflation, changes in prevailing interest rates, the impact of any
U.S. federal government shutdown, changes in governmental rules and
approaches to taxation, challenges in global supply chains including
new or increased tariffs or trade restrictions, fluctuations in foreign
currency interest rates, availability of capital markets, consumer spend
ing rates, energy availability and costs, the negative impacts caused
by pandemics and other local and global public health issues and the
effect of governmental initiatives to manage economic conditions. As
global economic conditions continue to be volatile or economic uncer
tainty remains, trends in consumer spending also remain unpredictable
and subject to reductions due to credit constraints and uncertainties
about the future. We are a manufacturer and distributor of flavor prod
ucts. As such, many of our products are purchased by our customers
based on end-user demand from consumers. Some of the factors that
may influence consumer spending include general economic conditions,
high levels of unemployment, pandemics and public health crises,
higher consumer debt levels, reductions in net worth based on market
declines and uncertainty, home foreclosures and reductions in home
values, fluctuating interest and foreign currency exchange rates and
credit availability, fluctuating fuel and other energy costs, fluctuating
commodity prices, inflationary pressure, tax rates and general uncer
tainty regarding the overall future economic environment. Unfavorable
economic conditions may lead customers and consumers to delay or
reduce purchases of our products. Consumer demand for our products
may not reach our targets, or may decline, when there is an economic
downturn or economic uncertainty in our key markets. Our sensitivity to
economic cycles and any related fluctuation in customer and consumer
demand may have a material negative impact on our business, financial
conditions or results of operations.
Damage to our reputation or brand name, loss of brand
relevance, increase in use of private label or other competitive
brands by customers or consumers, competitive pressures in
marketing and technology, or product quality or safety
concerns could negatively impact our business, financial
condition or results of operations.
We have many iconic brands with long-standing consumer recognition.
Our success depends on our ability to maintain our brand image for our
existing products, extend our brands to new platforms, and expand our
brand image with new product offerings.
We continually make efforts to maintain and improve relationships
with our customers and consumers and to increase awareness and
relevance of our brands through effective marketing and other mea
sures. From time to time, our customers reevaluate their mix of product
offerings, and consumers have the option to purchase private label
or other competitive products instead of our branded products. In the
event that we are unable to supply our products to customers in the
time frame and quantities that they desire, whether due to increased
demand or other factors, our customers may discontinue all or a portion
2025 Annual Report 18
of their purchases from us and source competitive brands. Certain
competitors may also be more successful at utilizing data analytics,
artificial intelligence, and other new and emerging technologies and
digital experiences as part of their advertising practices. We must also
be able to respond successfully to technological advances (including
artificial intelligence and machine learning, which may become critical
in interpreting consumer preferences in the future), and failure to do
so could compromise our competitive position and negatively impact
our product sales. If a significant portion of our branded business
was switched to private label or competitive products, it could have a
material negative impact on our Consumer segment.
Our reputation for manufacturing high-quality products is widely
recognized. In order to safeguard that reputation, we have adopted
rigorous quality assurance and quality control procedures which are
designed to ensure the safety of our products. A serious breach of our
quality assurance or quality control procedures, deterioration of our
quality image, impairment of our customer or consumer relationships
or failure to adequately protect the relevance of our brands may lead
to litigation, customers purchasing from our competitors or consumers
purchasing other brands or private label items that may or may not
be manufactured by us, any of which could have a material negative
impact on our business, financial condition or results of operations.
The food industry generally is subject to risks posed by food spoilage
and contamination, product tampering, product recall, import alerts
and consumer product liability claims. For instance, we may be
required to recall certain of our products should they be mislabeled,
contaminated or damaged. Additionally, certain of our raw materials
could be blocked from entering the country if they were subject to
government-imposed actions. We have and may continue to become
involved in lawsuits and legal proceedings if it is alleged that the
consumption of any of our products could cause injury or illness, or
that any of our products are mislabeled or fail to meet applicable legal
requirements (even if the allegation is untrue). A product recall, import
alert or an adverse result in any such litigation, or negative percep
tions regarding food products and ingredients, could result in our
having to pay fines or damages, incur additional costs or cause cus
tomers and consumers in our principal markets to lose confidence in
the safety and quality of certain products or ingredients, any of which
could have a negative effect on our business or financial results and,
depending upon the significance of the affected product, that negative
effect could be material to our business or financial results. Negative
publicity about these concerns, whether or not valid, may discourage
customers and consumers from buying our products or cause disrup
tions in production or distribution of our products and adversely affect
our business, financial condition or results of operations.
The rising popularity of social networking and other consumer-oriented
technologies has increased the speed and accessibility of information
dissemination (whether or not accurate), and, as a result, negative,
inaccurate, or misleading posts or comments on websites may gener
ate adverse publicity that could damage our reputation or brands.
Customer consolidation, consumer behaviors, and competitive,
economic and other pressures facing our customers, may
impact our financial condition or results of operations.
A number of our customers, such as supermarkets, warehouse
clubs and food distributors, have consolidated in recent years and
consolidation could continue. Such consolidation could present a
challenge to margin growth and profitability in that it has produced
large, sophisticated customers with increased buying power who are
more capable of operating with reduced inventories; resisting price
increases; demanding lower pricing, increased promotional programs
and specifically tailored products; and shifting shelf space currently
used for our products to private label and other competitive products.
The economic and competitive landscape for our customers is con
stantly changing, such as the emergence of new sales channels like
e-commerce, and our customers’ responses to those changes could
impact our business. The continued growth of e-commerce, which
has encouraged the entry of new competitors and business models,
and its impact of consumer habits and preferences has accelerated
in many of the markets we serve and our financial results may be
impacted if we are unable to adapt to changing consumer preferenc
es and market dynamics. In addition, our Flavor Solutions segment
may be impacted if the reputation or perception of the customers
of our Flavor Solutions segment declines. These factors could have
an adverse impact on our business, financial condition or results of
operations.
The inability to maintain mutually beneficial relationships with
large customers could adversely affect our business, financial
condition and results of operations.
We have a number of major customers, including two large customers
that, in the aggregate, constituted approximately 24% of consoli
dated sales in 2025. The loss of either of these large customers due
to events beyond our control, or a material negative change in our
relationship with these large customers or other major customers
could have an adverse effect on our business, financial condition and
results of operations.
Issues regarding procurement of raw materials may negatively
impact us.
Our purchases of raw materials are subject to fluctuations in market
price and availability caused by inflationary pressures, weather,
growing and harvesting conditions, climate change, market conditions,
governmental actions including global trade policies and other factors
beyond our control, including outbreaks of illnesses, pandemics or
other local or global health issues. The most significant raw materials
used by us in our business are dairy products, pepper, garlic, onion,
capsicums (red peppers and paprika), salt, tomato products, sugar,
and soybean oil. While future price movements of raw material costs
are uncertain, we seek to mitigate the market price risk in a number
of ways, including strategic raw material purchases, purchases of
raw material for future delivery, customer price adjustments and cost
savings from our CCI program and other streamlining initiatives. In
addition, we enter into financial hedging derivative transactions based
on forecasted soybean oil purchases. Other than the soybean oil hedg
ing transactions, we generally have not used derivatives to manage
the volatility related to this risk. Any actions we take in response to
market price fluctuations may not effectively limit or eliminate our
exposure to changes in raw material prices. Therefore, we cannot
provide assurance that future raw material price fluctuations will
not have a negative impact on our business, financial condition or
operating results.
19 McCormick & Company, Inc.
In addition, we may have very little opportunity to mitigate the risk of
availability of certain raw materials due to the effect of weather on
crop yield, fire, natural disasters, growing and harvesting conditions,
government actions, political unrest in producing countries, action or
inaction by suppliers in response to laws and regulations, changes in
agricultural programs and other factors beyond our control. Therefore,
we cannot provide assurance that future raw material availability will
not have a negative impact on our business, financial condition or
operating results.
Political, socio-economic, cultural, and geopolitical conditions, as well
as disruptions caused by terrorist activities or otherwise, could also
create additional risks for regulatory compliance. Although we have
adopted rigorous quality assurance and quality control procedures
which are designed to ensure the safety of our imported products, we
cannot provide assurance that such events will not have a negative
impact on our business, financial condition or operating results.
Changes in global trade policies have impacted and may continue
to impact our financial condition or results of operations.
Changes in global trade policies, including tariffs, have caused
inflationary pressures and higher costs on certain raw materials and
imports. These actions have impacted our business through increased
costs and uncertainty. If maintained, the tariffs, as well as related
measures that have been taken and which could be taken by other
countries in the future could pose a risk to our business and results
of operations. The extent and duration of the tariffs and the resulting
impact on general economic conditions and on our business are uncer
tain and depend on various factors, such as legal challenges to the
applicability of these tariffs, negotiations between affected countries,
the responses of other countries or regions, exemptions, exclusions
or other relief that may be granted, availability and cost of alternative
sources of supply, and demand for our products in affected markets.
Our attempts to offset these pressures through supply chain manage
ment initiatives and increases in the selling prices of some of our prod
ucts may not be successful or may result in reductions in sales volume.
To the extent these actions are not sufficient to offset increase costs
or result in significant decreases in sales volume, our business, finan
cial condition, or operating results may be adversely affected.
Disruption of our supply chain could adversely affect our
business.
Our ability to make, move, and sell products is critical to our success.
Damage or disruption to or reduction or termination of raw material
supplies or our manufacturing or distribution capabilities due to
weather, climate change, natural disaster, fire, international disputes,
geopolitical tensions or conflict, terrorism, cyber-attack, health
epidemics, pandemics or other contagious outbreaks, governmental
restrictions or mandates, strikes, import/export restrictions, global
trade policies, or other factors could impair our ability to manufacture
or sell our products. Production of certain of our products is highly
concentrated, and some are manufactured at a single location. The
failure of third parties on which we rely, including those third parties
who supply our ingredients, packaging, capital equipment and other
necessary operating materials, contract manufacturers, commercial
transport, distributors, contractors, and external business partners, to
meet their obligations to us, or significant disruptions in their ability
to do so, may negatively impact our operations. Our suppliers’ policies
and practices can damage our reputation and the quality and safety of
our products. Disputes with significant suppliers, including disputes
regarding pricing or performance, could adversely affect our ability to
supply products to our customers and could materially and adversely
affect our sales, financial condition, and results of operations. Failure
to take adequate steps to mitigate the likelihood or potential impact
of such events, or to effectively manage such events if they occur,
particularly when a product is manufactured from a single location,
could adversely affect our business and results of operations, as well
as require additional resources to restore our supply chain.
Moreover, short term or sustained increases in consumer demand at
our customers may exceed our production capacity or otherwise strain
our supply chain. Our failure to meet the demand for our products
could adversely affect our business and results of operations.
Our results of operations can be adversely affected by labor
shortages, turnover and labor cost increases or any failure to
effectively manage changes in our workforce.
Labor is a primary component of operating our business. A number of
factors may adversely affect the labor force available to us or increase
labor costs such as hybrid or remote work arrangements, higher
unemployment subsidies, other government regulations and general
macroeconomic factors. A sustained labor shortage or increased
turnover rates within our employee base could lead to increased costs,
such as increased overtime to meet demand and increased wage rates
and employee benefits costs to attract and retain employees and could
negatively affect our ability to efficiently operate our manufacturing
and distribution facilities and overall business. If we are unable to
hire and retain employees capable of performing at a high-level,
or if mitigation measures we may take to respond to a decrease in
labor availability, such as overtime and third-party outsourcing, have
negative effects, our business could be adversely affected. In addition,
we distribute our products and receive raw materials primarily by
truck. Reduced availability of trucking capacity due to shortages of
drivers has caused an increase in the cost of transportation for us and
our suppliers. An overall labor shortage, lack of skilled labor, increased
turnover or labor inflation could have a material adverse impact on our
business, financial condition or operating results.
We may not be able to increase prices to fully offset inflationary
and other pressures on costs, such as raw and packaging
materials, labor and distribution costs, which may impact our
financial condition or results of operations.
As a manufacturer and distributor of flavor products, we rely on raw
materials, packaging materials, plant labor, distribution resources, and
transportation providers. We have experienced inflation of commodity
and supply chain costs, including the costs of raw materials, packaging
materials, labor, energy, fuel, transportation and other inputs neces
sary for the production and distribution of our products, and we expect
inflation to continue in 2026 at a similar level to that experienced in
2025. In addition, many of these materials and costs are subject to
price fluctuations from a number of factors, including, but not limited
to, market conditions, demand for raw materials, weather, growing
and harvesting conditions, climate change, energy costs, currency
fluctuations, supplier capacities, governmental actions, import and
export requirements, global trade policies (including tariffs and retal
iatory measures), armed hostilities (including the ongoing geopolitical
conflicts) and other factors beyond our control.
2025 Annual Report 20
Our attempts to offset these cost pressures, such as through increases
in the selling prices of some of our products, may not be successful.
Higher product prices may result in reductions in sales volume. Con
sumers may be less willing to pay a price differential for our branded
products and may increasingly purchase lower-priced offerings, or
may forego some purchases altogether, during an economic downturn
or times of increased inflationary pressure. To the extent that price
increases are not sufficient to offset these increased costs adequately
or in a timely manner, and/or if they result in significant decreases in
sales volume, our business, financial condition or operating results may
be adversely affected. Furthermore, we may not be able to fully offset
any cost increases through our productivity or efficiency initiatives.
Our profitability may suffer as a result of competition in our
markets.
The food industry is intensely competitive. Competition in our product
categories is based on price, product innovation, product quality, brand
recognition and loyalty, effectiveness of marketing and promotional
activity, and the ability to identify and satisfy consumer preferences.
Weak economic conditions, recessions, significant inflation and other
factors, such as pandemics, could affect consumer preferences and
demand. From time to time, we may need to reduce the prices for
some of our products to respond to competitive and customer pres
sures, particularly during periods of economic uncertainty or significant
inflation, which may adversely affect our profitability. Such pressures
could reduce our ability to take appropriate remedial action to address
commodity and other cost increases.
Changing political and geopolitical conditions, including con
flicts and the related implications may negatively impact our
operations.
Changes in the political conditions in markets in which we manufac
ture, sell or distribute our products, as well as changing geopolitical
conditions, including conflicts, may be difficult to predict and may
adversely affect our business and financial results. Results of elec
tions, referendums, sanctions or other political processes and pres
sures in certain markets in which our products are manufactured, sold
or distributed have created and could continue to create uncertainty
regarding how existing governmental policies, laws and regulations
may change, including with respect to sanctions, taxes, tariffs, import
and export controls and the general movement of goods, materials,
services, capital, data and people between countries.
The global economy has been negatively impacted by changing
political and geopolitical conditions, including conflicts. Our business,
financial condition and results of operations have been impacted in
the past and may be impacted in the future by disruptions in the global
economy associated with these changes in political and geopolitical
conditions. Geopolitical instability has, and could result in, a negative
impact on our ability to sell to, ship products to, collect payments from,
and support customers in certain regions based on trade restrictions,
embargoes and export control law restrictions, and logistics restric
tions, and could increase the costs, risks and adverse impacts from
supply chain and logistical challenges.
The scope and duration of such conflicts are uncertain, rapidly chang
ing, and hard to predict. While we expect the impacts of these conflicts
to continue to have an effect on our business, financial condition and
results of operations, we are unable to predict the extent or nature of
these impacts at this time. Further changes in political and geopolitical
conditions, including increased trade barriers or restrictions on global
trade, could result in, among other things, cyberattacks, supply disrup
tions, lower consumer demand, and changes to foreign exchange rates
and financial markets, any of which may adversely affect our business
and supply chain operations. In addition, the effects of these political
and geopolitical conditions could also heighten many of the other risk
factors described herein.
Our operations may be impaired as a result of disasters,
business interruptions or similar events.
We could have an interruption in our business, loss of inventory or
data, or be rendered unable to accept and fulfill customer orders as
a result of a natural disaster, catastrophic event, epidemic, computer
system failure, or cyber-attack. Natural disasters could include an
earthquake, fire, floods, drought, tornado, hurricane or severe storm.
A catastrophic event could include a terrorist attack. A health epidem
ic, pandemic, or other contagious outbreak could affect our operations,
major facilities or employees’ and consumers’ health. In addition,
some of our inventory and production facilities are located in areas
that are susceptible to harsh weather; a severe storm, flood, wildfires,
heavy snowfall or other similar event could prevent us from delivering
products in a timely manner and negatively impact consumer spending
and demand in affected areas. Production of certain of our products is
highly concentrated, and some are manufactured at a single location.
We cannot provide assurance that our disaster recovery plan will
address all of the issues we may encounter in the event of a disaster
or other unanticipated issue, and our business interruption insurance
may not adequately compensate us for losses that may occur from
any of the foregoing. In the event that a natural disaster, terrorist
attack or other catastrophic event were to destroy any part of our
facilities or interrupt our operations for any extended period of time, or
prevent us from delivering products in a timely manner, our business,
financial condition or operating results could be adversely affected.
We may not be able to successfully consummate and manage
ongoing acquisition, joint venture and divestiture activities
which could have an impact on our results.
From time to time, we may, based on an evaluation of our business
portfolio, acquire other businesses and/or divest existing businesses.
These acquisitions, such as the additional 25% incremental ownership
acquired in McCormick de Mexico on January 2, 2026, joint ventures
and divestitures may present financial, managerial and operational
challenges, including diversion of management attention from existing
businesses, difficulty with integrating or separating personnel and
financial and other systems, increased expenses and raw material
costs, assumption of unknown liabilities and indemnities, and potential
disputes with the buyers or sellers. In addition, we may be required to
incur asset impairment charges (including charges related to goodwill
and other intangible assets) in connection with acquired businesses,
which may reduce our profitability. If we are unable to consummate
such transactions, or successfully integrate and grow acquisitions
and achieve contemplated revenue synergies and cost savings, our
financial results could be adversely affected. Additionally, joint ventures
inherently involve a lesser degree of control over business operations,
thereby potentially increasing the financial, legal, operational, and/or
compliance risks.
21 McCormick & Company, Inc.
An impairment of the carrying value of goodwill or other
indefinite-lived intangible assets could adversely affect our
results.
As of November 30, 2025, we had approximately $5.3 billion of goodwill
and approximately $3.0 billion of other indefinite-lived intangible assets.
Goodwill and indefinite-lived intangible assets are initially recorded at
fair value and not amortized but are tested for impairment at least annu
ally or more frequently if impairment indicators arise. We test goodwill
at the reporting unit level by comparing the carrying value of the net
assets of the reporting unit, including goodwill, to the unit’s fair value.
Similarly, we test indefinite-lived intangible assets by comparing the fair
value of those assets to their carrying values. If the carrying values of
the reporting unit or indefinite-lived intangible assets exceed their fair
value, the goodwill or indefinite-lived intangible assets are considered
impaired and reduced to their estimated fair value. Factors that could
result in an impairment include a change in revenue growth rates, oper
ating margins, weighted average cost of capital, future economic and
market conditions, higher income tax rates, or assumed royalty rates.
The impairment of our goodwill or indefinite-lived intangible assets
would have a negative impact on our consolidated results of operations.
Streamlining actions to reduce fixed costs, simplify or improve
processes, and improve our competitiveness may have a
negative effect on employee relations.
We regularly evaluate whether to implement changes to our organiza
tion structure to reduce fixed costs, simplify or improve processes, and
improve our competitiveness, and we expect to continue to evaluate
such actions in the future. From time to time, those changes are of such
significance that we may transfer production from one manufacturing
facility to another; transfer certain selling and administrative functions
from one location to another; eliminate certain manufacturing, selling
and administrative positions; and exit certain businesses or lines of
business. These actions may result in a deterioration of employee
relations at the impacted locations or elsewhere in our business.
If we are unable to fully realize the benefits from our CCI
program or streamlining actions to reduce fixed costs, simplify
or improve our competitiveness, our financial results could be
negatively affected.
Our future success depends in part on our ability to be an efficient pro
ducer in a highly competitive industry, including our plan to eliminate
costs under our CCI program. Any failure by us to achieve our planned
cost savings and efficiencies under our CCI program, an ongoing
initiative to improve productivity and reduce costs throughout the
organization, or other similar programs, could have an adverse effect
on our business, results of operations and financial position.
Fluctuations in foreign currency markets may negatively
impact us.
We are exposed to fluctuations in foreign currency in the following
main areas: cash flows related to raw material purchases; the transla
tion of foreign currency earnings to U.S. dollars; the effects of foreign
currency on loans between subsidiaries and unconsolidated affiliates
and on cash flows related to repatriation of earnings of unconsoli
dated affiliates. We have both translation and transaction exposures
to the fluctuation of exchange rates. Translation exposures relate to
exchange rate impacts of measuring income statements of foreign
subsidiaries that do not use the U.S. dollar as their functional currency.
Transaction exposures relate to the impact from input costs that are
denominated in a currency other than the local reporting currency and
the revaluation of transaction-related working capital balances or
loans between subsidiaries and unconsolidated affiliates denominated
in currencies other than the functional currency. Historically, weaken
ing of certain foreign currencies versus the U.S. dollar have resulted
in significant foreign exchange impacts leading to lower net sales, net
earnings and cash flows. Primary exposures include the U.S. dollar
versus the Euro, British pound sterling, Chinese renminbi, Canadian
dollar, Australian dollar, Polish zloty, Singapore dollar, Swiss franc, and
Mexican peso, as well as the Euro versus the British pound sterling
and Australian dollar, and Polish zloty. We routinely enter into foreign
currency exchange contracts to facilitate managing certain of these
foreign currency risks. However, these contracts may not effectively
limit or eliminate our exposure to a decline in operating results due
to foreign currency exchange changes. Therefore, we cannot provide
assurance that future exchange rate fluctuations will not have a nega
tive impact on our business, financial position or operating results.
We face risks associated with certain pension assets and
obligations.
We hold investments in equity and debt securities in our quali
fied defined benefit pension plans and in a rabbi trust for our U.S.
non-qualified pension plan. Deterioration in the value of plan assets
resulting from a general financial downturn or otherwise, or an
increase in the actuarial valuation of the plans’ liability due to a low
interest rate environment, could cause (or increase) an underfunded
status of our defined benefit pension plans, thereby increasing our
obligation to make contributions to the plans. An obligation to make
contributions to pension plans could reduce the cash available for
working capital and other corporate uses, and may have an adverse
impact on our operations, financial condition and liquidity.
Climate change, or legal, regulatory or market measures to
address climate change, may negatively affect our business,
financial condition and results of operations.
Unseasonable or unusual weather or long-term climate changes may
negatively impact the price or availability of spices, herbs and other
raw materials. Scientific consensus shows that greenhouse gases
in the atmosphere have an adverse impact on global temperatures,
weather patterns and the frequency and severity of extreme weather
and natural disasters, which may result in more intense effects. In the
event that such climate change has a negative effect on agricultural
productivity or practices, we may be subject to decreased availability
or less favorable pricing for certain commodities that are necessary for
our products. As a result of climate change, we may also be subjected
to decreased availability of water, deteriorated quality of water or
less favorable pricing for water, which could adversely impact our
manufacturing and distribution operations. In addition, such climate
change may result in modifications to the eating preferences of
the ultimate consumers of certain of our products, which may also
unfavorably impact our sales and profitability. The physical effects and
transitional costs of climate change and the legal, regulatory or market
initiatives to address climate change could have a negative impact on
our business, financial condition, and results of operations.
There has been an increased focus by foreign, federal, state and local
regulatory and legislative bodies regarding environmental policies
relating to climate change, regulating greenhouse gas emissions
(including carbon pricing, cap and trade systems, or carbon taxes)
and imposing mandatory reporting requirements, energy policies, and
2025 Annual Report 22
sustainability. Increased compliance costs and expenses due to the
impacts of climate change and additional legal or regulatory require
ments regarding climate change that are designed to reduce or miti
gate the effects of carbon dioxide and other greenhouse gas emissions
on the environment may cause disruptions in, or an increase in the
costs associated with, the running of our manufacturing facilities and
our business, as well as increase distribution and supply chain costs.
Moreover, compliance with any such legal or regulatory requirements
may require us to make significant changes in our business operations
and strategy, which will likely require us to devote substantial time
and attention to these matters and cause us to incur additional costs.
Even if we make changes to align ourselves with such legal or regu
latory requirements, we may still be subject to significant penalties
or potential litigation if such laws and regulations are interpreted and
applied in a manner inconsistent with our practices. The effects of
climate change and legal or regulatory initiatives to address climate
change could have a long-term adverse impact on our business and
results of operations.
Additionally, we might fail to effectively address increased attention
from the media, stockholders, activists and other stakeholders on
climate change and related environmental sustainability matters. Such
failure, or the perception that we have failed to act responsibly regard
ing climate change, whether or not valid, or based in fact, could result
in adverse publicity and negatively affect our business and reputation.
Moreover, from time to time we establish and publicly announce goals
and commitments, including to reduce our impact on the environment.
For example, we established science-based target 2025 – 2030 goals
for Scope 1, 2 and 3 greenhouse gas emissions. Our ability to achieve
any stated goal, target or objective is subject to numerous factors and
conditions, many of which are outside of our control. Examples of such
factors include evolving regulatory requirements affecting sustainability
standards or disclosures or imposing different requirements, the pace
of changes in technology, the availability of requisite financing and
the availability of suppliers that can meet our sustainability and other
standards and changing business dynamics including acquisitions.
Furthermore, standards for tracking and reporting such matters continue
to evolve. Our selection of voluntary disclosure frameworks and stan
dards, and the interpretation or application of those frameworks and
standards, may change from time to time or differ from those of others.
Methodologies for reporting these data may be updated and previously
reported data may be adjusted to reflect improvement in availability
and quality of third-party data, changing assumptions, changes in the
nature and scope of our operations (including from acquisitions and
divestitures), and other changes in circumstances, which could result in
significant revisions to our current goals, reported progress in achieving
such goals, or ability to achieve such goals in the future. If we fail to
achieve, or are perceived to have failed or been delayed in achieving, or
improperly report our progress toward achieving these goals and com
mitments, it could negatively affect consumer or customer preference
for our products or investor confidence in our stock, as well as expose
us to enforcement actions and litigation.
In addition, we could be criticized by those opposed to environmental
and sustainability efforts for the scope or nature of our initiatives or
goals or for any revisions to these goals. We could also be subjected
to negative responses by governmental actors (such as legislation
or retaliatory legislative treatment) or consumers (such as boycotts
or negative publicity campaigns) that could adversely affect our
reputation, business, financial performance and growth.
Climate change and sustainability issues may have an adverse
effect on our business, financial condition and results of
operations and damage our reputation.
Companies across all industries are facing increasing scrutiny relating
to their sustainability policies. If we are unable to meet our goals or
evolving investor, industry or stakeholder expectations and standards
related to these issues, or if we are perceived to have not responded
appropriately to the growing concern for these issues or negative
incidents, it could erode customer confidence and customers and
consumers may choose to stop purchasing our products or purchase
products from another company or a competitor, and our reputation,
business or financial condition may be adversely affected. Increased
focus and activism on these topics may hinder our access to capital,
as investors may reconsider their capital investment as a result of
their assessment of our practices. In particular, these constituen
cies are increasingly focusing on environmental issues, including
climate change, water use, deforestation, plastic waste, and other
sustainability concerns. Changing consumer preferences may result
in increased demands regarding plastics and packaging materials,
including single-use and non-recyclable plastic packaging, and other
components of our products and their environmental impact on
sustainability; a growing demand for natural or organic products and
ingredients; or increased consumer concerns or perceptions (whether
accurate or inaccurate) regarding the effects of ingredients or
substances present in certain consumer products. These demands could
impact the profitability of some of our products or cause us to incur
additional costs, to make changes to our operations to make additional
commitments, set targets or establish additional goals and take
actions to meet them, which could expose us to market, operational
and execution costs or risk.
In addition to environmental issues these constituencies are also focused
on social and other governance issues, including matters such as, but
not limited to, human capital and social issues. We have established
initiatives that extend from individuals to entire communities, including
those we serve and, just as importantly, those from which we source.
Failure to attract, hire, develop, motivate and retain the best executive
and employee talent, especially in light of changing worker expectations
and talent marketplace variability regarding flexible and hybrid work
models, relating to fostering an inclusive culture for all employees could
impact our ability to achieve our business objectives and adversely affect
our future success.
Concern over climate change, including plastics and packaging
materials, in particular, may result in new or increased legal and
regulatory requirements. Increased regulatory requirements related
to environmental causes, and related disclosure rules may result
in increased compliance costs or increased costs of energy, raw
materials or compliance with emissions standards, which may cause
disruptions in the manufacture of our products or an increase in
operating costs. Any failure to achieve our goals or a perception
(whether or not valid) of our failure to act responsibly with respect to
the environmental, human capital, or social issues, or to effectively
respond to new, or changes in, legal or regulatory requirements con
cerning environmental or other sustainability matters, or increased
operating or manufacturing costs due to increased regulation or envi
ronmental causes could adversely affect our business and reputation
and increase risk of litigation.
23 McCormick & Company, Inc.
Risks Relating to Credit and Capital Markets, Our Credit
Rating, Borrowings and Dividends
Increases in interest rates or changes in our credit ratings may
negatively impact us.
On November 30, 2025, we had total outstanding variable rate debt
of approximately $351.8 million at a weighted-average interest rate
of approximately 4.06%. The interest rates under our revolving credit
facilities can vary based on our credit ratings. We also regularly access
the commercial paper markets for ongoing funding requirements. A
downgrade in our credit ratings would increase our borrowing costs
and could affect our ability to issue commercial paper. Additionally,
disruptions in the commercial paper market or other effects of
volatile economic conditions on the credit markets could also reduce
the amount of commercial paper that we could issue and raise our
borrowing costs. Our policy is to manage our interest rate risk by
entering into both fixed and variable rate debt arrangements. We also
use interest rate swaps to minimize worldwide financing cost and to
achieve a desired mix of fixed and variable rate debt. On November 30,
2025, we had total outstanding fixed to variable interest rate swaps
with a notional value of $500 million. We utilize derivative financial
instruments to enhance our ability to manage risk, including interest
rate exposures that exist as part of our ongoing business operations.
We do not enter into contracts for trading purposes, nor are we a party
to any leveraged derivative instruments. Our use of derivative financial
instruments is monitored through regular communication with senior
management and the utilization of written guidelines. However, our
use of these instruments may not effectively limit or eliminate our
exposure to changes in interest rates. Therefore, we cannot provide
assurance that future credit rating or interest rate changes will not
have a material negative impact on our business, financial position or
operating results.
Our credit ratings impact the cost and availability of future
borrowings and, accordingly, our cost of capital.
Our credit ratings reflect each rating organization’s opinion of our
financial strength, operating performance and ability to meet our debt
obligations. Any reduction in our credit ratings may limit our ability
to borrow as well as the interest rates that are associated with any
such borrowing. If our credit ratings are downgraded or put on watch
for a potential downgrade, we may not be able to sell additional debt
securities or borrow money in the amounts, at the times or interest
rates, or upon the more favorable terms and conditions that might be
available if our current credit ratings were maintained.
We may incur additional indebtedness to finance our acquisitions
that may limit our ability to, among other matters, issue additional
indebtedness, meet our debt service requirements, react to rising
interest rates, comply with certain covenants and compete with
less highly leveraged competitors.
We have a significant amount of indebtedness outstanding. As of
November 30, 2025, our indebtedness of McCormick and its subsidiar
ies is approximately $4.0 billion. This substantial level of indebtedness
could have important consequences to our business, including, but not
limited to:
• increasing our debt service obligations, making it more difficult for
us to satisfy our obligations;
• limiting our ability to borrow additional funds;
• increasing our exposure to negative fluctuations in interest rates;
• subjecting us to financial and other restrictive covenants, the
non-compliance with which could result in an event of default;
• increasing our vulnerability to, and reducing our flexibility to respond
to, general adverse economic and industry conditions;
• limiting our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate; and
• placing us at a competitive disadvantage as compared to our
competitors, to the extent that they are not as highly leveraged.
The deterioration of credit and capital markets may adversely
affect our access to sources of funding.
We rely on our revolving credit facilities, or borrowings backed by
these facilities, to fund a portion of our working capital needs and
other general corporate purposes, including funding of acquisitions. If
any of the banks in the syndicates backing these facilities were unable
to perform on its commitments, our liquidity could be impacted, which
could adversely affect funding of seasonal working capital require
ments. We engage in regular communication with all of the banks
participating in our revolving credit facilities. During these commu
nications, none of the banks have indicated that they may be unable
to perform on their commitments. In addition, we periodically review
our banking and financing relationships, considering the stability of
the institutions, pricing we receive on services and other aspects of
the relationships. Based on these communications and our monitoring
activities, we believe the likelihood of one of our banks not performing
on its commitment is remote.
In addition, global capital markets have experienced volatility in the
past, including related to recession, financial instability or inflation,
that has tightened access to capital markets and other sources of
funding, and such volatility and tightened access could reoccur in the
future. In the event that we need to access the capital markets or
other sources of financing, there can be no assurance that we will be
able to obtain financing on acceptable terms or within an acceptable
time period. Our inability to obtain financing on acceptable terms or
within an acceptable time period could have an adverse impact on our
operations, financial condition and liquidity.
Uncertain global economic conditions expose us to credit risks
from customers and counterparties.
Consolidations in some of the industries in which our customers
operate have created larger customers, some of which are highly
leveraged. In addition, competition has increased with the growth
in alternative channels through our customer base. These factors
have caused some customers to be less profitable and increased our
exposure to credit risk. Current credit markets are volatile, and some
of our customers and counterparties are highly leveraged. A significant
adverse change in the financial and/or credit position of a customer
or counterparty could require us to assume greater credit risk relating
to that customer or counterparty and could limit our ability to collect
receivables. This could have an adverse impact on our financial condi
tion and liquidity.
The declaration, payment and amount of dividends is made at the
discretion of our board of directors and depends on a number of
factors.
The declaration, payment and amount of any dividends is made pur
suant to our dividend policy and is subject to final determination each
quarter by our board of directors in its discretion based on a number
2025 Annual Report 24
of factors that it deems relevant, including our financial position,
results of operations, available cash resources, cash requirements
and alternative uses of cash that our board of directors may conclude
would be in the best interest of the company and our stockholders. Our
dividend payments are subject to solvency conditions established by
the Maryland General Corporation Law. Accordingly, there can be no
assurance that any future dividends will be equal or similar in amount
to any dividends previously paid or that our board of directors will not
decide to reduce, suspend or discontinue the payment of dividends at
any time in the future.
Risks Related to Intellectual Property, Information
Technology, and Cybersecurity
Our intellectual property rights, and those of our customers,
could be infringed, challenged or impaired, and reduce the value
of our products and brands or our business with customers.
We possess intellectual property rights that are important to our
business, and we are provided access by certain customers to partic
ular intellectual property rights belonging to such customers. These
intellectual property rights include ingredient formulas, trademarks,
copyrights, patents, business processes and other trade secrets which
are important to our business and relate to some of our products,
our packaging, the processes for their production, and the design
and operation of equipment used in our businesses. We protect our
intellectual property rights, and those of certain customers, globally
through a variety of means, including trademarks, copyrights, patents
and trade secrets, third-party assignments and nondisclosure agree
ments, and monitoring of third-party misuses of intellectual property in
traditional retail and digital environments. If we fail to obtain or ade
quately protect our intellectual property (and the intellectual property
of customers to which we have been given access), the value of our
products and brands could be reduced and there could be an adverse
impact on our business, financial condition and results of operations.
Our operations and reputation may be impaired if our information
technology systems fail to perform adequately or if we are the
subject of a data breach or cyber-attack.
Our information technology systems are critically important to oper
ating our business. We rely on our information technology systems,
some of which are or may be managed or hosted by or outsourced to
third party service providers, to manage our business data, communi
cations, supply chain, order entry and fulfillment, and other business
processes. If we do not allocate and effectively manage the resources
necessary to build, sustain, and protect appropriate information tech
nology systems and infrastructure, or we do not effectively implement
system upgrades or oversee third party service providers, our business
or financial results could be negatively impacted. The failure of our
information technology systems to perform as we anticipate could
disrupt our business and could result in transaction or reporting errors,
processing inefficiencies and the loss of sales and customers, causing
our business and results of operations to suffer.
Furthermore, our information technology systems, and the systems of
our customers, vendors, suppliers, and other third-party service provid
ers, are subject to cyber-attacks or other security incidents including
computer viruses or other malicious codes, phishing attacks, unautho
rized access attempts, cyber extortion, business email compromise,
deepfake or social engineering schemes, denial of service attacks,
hacking, ransomware, or other cyberattacks attempting to exploit
vulnerabilities. Cybercriminals have increasingly demonstrated
advanced capabilities, such as use of zero-day vulnerabilities, and
rapid integration of new technology such as generative artificial
intelligence. Such incidents could result in unauthorized access to
information including customer, consumer or other company confiden
tial data as well as disruptions to operations. Continued geopolitical
conflicts have overall heightened the risk of cyberattacks. We, and the
third-parties we do business with, have experienced in the past, and
expect to continue to experience, cybersecurity threats and attacks,
although to date none had a material impact on our operations or
business. To address the risks to our information technology systems
and data, we maintain an information security program that includes
updating technology, developing security policies and procedures,
implementing and assessing the effectiveness of controls, monitor
ing and routine testing of our information systems, conducting risk
assessments of third-party service providers and designing business
processes to mitigate the risk of such breaches. We believe that
these preventative actions provide adequate measures of protection
against security breaches and generally reduce our cybersecurity risks.
However, cyber-threats are constantly evolving, are becoming more
sophisticated including through the increased adoption of artificial
intelligence and are being made by groups of individuals with a wide
range of expertise and motives, which increases the difficulty of
detecting and successfully defending against them. There can be no
assurance that these measures will prevent or limit the impact of a
future incident. Moreover, the development and maintenance of these
measures require continuous monitoring as technologies change and
efforts to overcome security measures evolve and leverage artificial
intelligence. Additionally, we rely on services provided by third-party
vendors for certain information technology processes and functions,
which makes our operations vulnerable to a failure by any one of these
vendors to perform adequately or maintain effective internal controls.
If we are unable to prevent or adequately respond to and resolve an
incident, it may have a material, negative impact on our operations or
business reputation, and we may experience other adverse conse
quences such as loss of assets, remediation costs, litigation, regula
tory investigations, and the failure by us to retain or attract customers
following such an event.
If we are not able to successfully implement our business
transformation initiative or utilize information technology systems
and networks effectively, our ability to conduct our business may
be negatively impacted.
We continue to implement our multi-year business transformation
initiative to execute significant change to our global processes, capa
bilities and operating model , including in our Global Business Services
(GBS) operating model initiative, in order to provide a scalable plat
form for future growth, while reducing costs. As technology provides
the backbone for greater process alignment, information sharing
and scalability, we are also making investments in our information
systems, including the multi-year program to replace our enterprise
resource planning (ERP) system currently underway, which includes the
transformation of our financial processing systems to enterprise-wide
systems solutions. These systems implementations are part of our
ongoing business transformation initiative, and we currently plan to
implement these systems throughout all parts of our businesses. If
we do not allocate and effectively manage the resources necessary to
build and sustain the proper information technology infrastructure, or
if we fail to achieve the expected benefits from this initiative, it may
impact our ability to process transactions accurately and efficiently
and remain in step with the changing needs of our business, which
25 McCormick & Company, Inc.
could result in the loss of customers and revenue. In addition, failure
to either deliver the applications on time or anticipate the necessary
readiness and training needs, could lead to business disruption and
loss of customers and revenue. In connection with these implementa
tions and resulting business process changes, we continue to enhance
the design and documentation of business processes and controls,
including our internal control over financial reporting processes, to
maintain effective controls over our financial reporting.
We utilize cloud-based services and systems and networks managed
by third-party vendors to process, transmit and store information and
to conduct certain of our business activities and transactions with
employees, customers, vendors and other third parties. Our utilization
of these cloud-based services and systems will increase as we imple
ment our business transformation initiatives. If any of these third-party
service providers or vendors do not perform effectively, or if we fail
to adequately monitor their performance (including compliance with
service-level agreements or regulatory or legal requirements), we may
have to incur additional costs to correct errors made by such service
providers, our reputation could be harmed or we could be subject to
litigation, claims, legal or regulatory proceedings, inquiries or investi
gations. Depending on the function involved, such errors may also lead
to business disruption, processing inefficiencies, the loss of or damage
to intellectual property or sensitive data through security breaches or
otherwise, incorrect or adverse effects on financial reporting, litigation
or remediation costs, or damage to our reputation, which could have a
negative impact on employee morale. In addition, the management of
multiple third-party service providers increases operational complexity
and decreases our control.
Risks Related to Our Global Business, Litigation, Laws and
Regulations
Laws and regulations could adversely affect our business.
Food products are extensively regulated in most of the countries in
which we sell our products. We are subject to numerous laws and
regulations relating to the growing, sourcing, manufacturing, storage,
labeling, marketing, advertising and distribution of food products,
as well as laws and regulations relating to financial reporting
requirements, the environment, consumer protection, product design,
competition, anti-corruption, privacy, machine learning and artificial
intelligence, relations with distributors and retailers, foreign supplier
verification, customs and trade laws, including the import and
export of products and product ingredients, employment, and health
and safety. Changes in global trade policies, including tariffs, have
impacted and may continue to impact our financial condition or results
of operations. Enforcement of existing laws and regulations, including
changes in the enforcement priorities of regulators, changes in legal
requirements, and/or evolving interpretations of existing regulatory
requirements may result in increased compliance costs and create
other obligations, financial or otherwise, that could adversely affect
our business, financial condition or operating results. Increased reg
ulatory scrutiny of, and increased litigation involving, product claims
and concerns regarding the attributes of food products and ingredients
may increase compliance costs and create other obligations that
could adversely affect our business, financial condition or operating
results. Governments may also impose requirements and restrictions
that impact our business, such as labeling disclosures pertaining to
ingredients. For example, “Proposition 65, the Safe Drinking Water and
Toxic Enforcement Act of 1986,” in California exposes all food compa
nies to the possibility of having to provide warnings on their products
in that state. If we were required to add warning labels to any of our
products or place warnings in locations where our products are sold in
order to comply with Proposition 65, the sales of those products and
other products of our company could suffer, not only in those locations
but elsewhere. We are subject to continued legislative and regulatory
developments with respect to food ingredients at the state and federal
levels, as well as related changes in consumer expectations and
behavior. In April 2025, the Food and Drug Administration (FDA) called
on the industry to phase out all “petroleum-based synthetic dyes” from
the nation’s food supply, and in May 2025, the Make America Healthy
Again (MAHA) Commission published an assessment report discuss
ing factors contributing to chronic childhood disease including diet,
environmental exposure, lack of physical activity and healthcare. The
MAHA Commission publicly released its strategy report, setting forth
certain recommendations for addressing chronic childhood disease,
in September 2025. While the effects of these proposals remain
uncertain at this time, changes to laws and regulations could impact
our business, financial condition and results of operations.
In addition, there are various compliance obligations for companies
that process personal data of certain individuals, including such
obligations required by the European Union’s General Data Protection
Regulation (GDPR), which affects all member states of the European
Economic Area, and the California Consumer Privacy Act (CCPA) and
other state comprehensive privacy laws. These types of data privacy
laws create a range of compliance obligations for companies that pro
cess personal data of certain individuals and increases financial pen
alties for non-compliance. We expect there will continue to be new,
and amendments to existing, laws, regulations and industry standards
concerning privacy, data protection and information security proposed
and enacted in the U.S. and outside of the U.S. Our efforts to comply
with these privacy and data protection laws may not be successful, or
may be perceived to be unsuccessful, which could adversely affect our
business in the U.S., the European Union and in other countries.
There also is the threat of consumer class actions related to these
laws and the overall protection of personal data. Even if we are not
determined to have violated these laws, government investigations
into these issues typically require the expenditure of significant
resources and generate negative publicity, which could harm our
reputation and our business.
Litigation, legal or administrative proceedings could have an
adverse impact on our business and financial condition or
damage our reputation.
We are party to a variety of legal claims and proceedings in the ordi
nary course of business. In addition, we may be subject to additional
kinds of claims in the future, including consumer class actions related
to privacy and data security and the overall protection of personal
data. Since litigation is inherently uncertain, there is no guarantee
that we will be successful in defending ourselves against such claims
or proceedings, or that management’s assessment of the materiality
or immateriality of these matters, including any reserves taken in
connection with such matters, will be consistent with the ultimate
outcome of such claims or proceedings. In the event that manage
ment’s assessment of the materiality or immateriality of current claims
and proceedings proves inaccurate, or litigation that is material arises
2025 Annual Report 26
in the future, there may be a material adverse effect on our financial
condition. Any adverse publicity resulting from allegations made in
litigation claims or legal or administrative proceedings (even if untrue)
may also adversely affect our reputation. These factors and others
could have an adverse impact on our business and financial condition
or damage our reputation.
Our international and cross-border operations are subject to
additional risks.
We operate our business and market our products internationally. In
fiscal year 2025, approximately 39% of our sales were generated in
countries other than the U.S. Our international operations are subject
to additional risks, including fluctuations in currency values, foreign
currency exchange controls, discriminatory fiscal policies, compli
ance with U.S. and foreign laws, enforcement of remedies in foreign
jurisdictions and other economic or political uncertainties. Several
countries within the European Union continue to experience sovereign
debt and credit issues, which causes more volatility in the economic
environment throughout the European Union and the U.K. Additionally,
sales in countries other than the U.S., together with finished goods
and raw materials imported into the U.S., are subject to risks related
to fundamental changes to tax laws as well as the imposition of
tariffs, quotas, trade barriers and other similar restrictions. All of these
risks could result in increased costs or decreased revenues, which
could adversely affect our profitability.
The global nature of our business, changes in tax legislation
and the resolution of tax uncertainties create volatility in our
effective tax rate.
As a global business, our tax rate from period to period can be affected
by many factors, including changes in tax legislation, our global mix of
earnings, the tax characteristics of our income, acquisitions and dispo
sitions, adjustments to our reserves related to uncertain tax positions,
changes in valuation allowances, and the portion of the income of
international subsidiaries that we expect to remit to the U.S. and that
will be taxable.
In addition, significant judgment is required in determining our
effective tax rate and in evaluating our tax positions. We establish
accruals for certain tax contingencies when, despite the belief that
our tax return positions are appropriately supported, the positions
are uncertain. The tax contingency accruals are adjusted in light of
changing facts and circumstances, such as the progress of tax audits,
case law and emerging legislation. Our effective tax rate includes the
impact of tax contingency accruals and changes to those accruals,
including related interest and penalties, as considered appropriate by
management. When particular matters arise, a number of years may
elapse before such matters are audited and finally resolved. Favorable
resolution of such matters could be recognized as a reduction to our
effective tax rate in the year of resolution. Unfavorable resolution
of any particular issue could increase the effective tax rate and may
require the use of cash in the year of resolution.
27 McCormick & Company, Inc.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
Cybersecurity risk management is overseen both as a critical compo
nent of our overall Enterprise Risk Management program and as a
standalone program. We have implemented a risk-based, multilayered
approach to assessing, identifying, and managing cybersecurity
threats and incidents, while also implementing controls and proce
dures that provide for the prompt escalation of certain cybersecurity
incidents.
The team devotes significant resources to our cybersecurity risk manage
ment, which focuses on developing and implementing strategies and
processes to protect the confidentiality, integrity, and availability of our
assets and those of our consumers, customers and employees and seeks
to continually improve our policies and practices to protect our plat
forms, adapt to changes in regulations, identify potential and emerging
security risks such as those due to the increased availability of artificial
intelligence and develop mitigation strategies for those risks. As part of
this effort, the team periodically benchmarks our practices against the
NIST Cyber Security and Privacy Frameworks, and other good practice
control methods, which include updating technology, developing data
privacy and security policies and procedures, implementing and assess
ing the effectiveness of controls, monitoring and routine testing of our
information systems, conducting risk assessments of third-party service
providers, providing data privacy and cybersecurity awareness training
to employees and designing business processes to protect private
data and mitigate the risk of cybersecurity incidents. We periodically
conduct tests on our systems to help discover potential vulnerabilities,
which enable improved decision-making and prioritization and promote
monitoring and reporting across compliance functions. We believe that
these actions provide adequate measures of protection against security
breaches and generally reduce our cybersecurity risks, and we have not
had a material cybersecurity threat or attack to date.
Our processes also address cybersecurity risks associated with our use
of third-party service providers including suppliers, and software and
cloud-based service providers. We proactively evaluate the cybersecu
rity risk of our third-party service providers by utilizing a repository of
risk assessments, external monitoring sources, threat intelligence and
predictive analytics to better inform ourselves during contracting and
vendor selection processes. Third-party service providers security issues
are documented, tracked, and monitored in order to mitigate risk.
Our employees, including part-time and temporary employees, under
take an annual cybersecurity training program, which is augmented by
additional training and communications on information security and
data privacy matters throughout the year.
We have adopted an incident response plan that applies in the event of
a cybersecurity threat or incident to provide a standardized framework
for responding to such cybersecurity threats or incidents. The plan sets
out a coordinated approach to investigating, containing, documenting,
and mitigating incidents, including reporting findings and keeping our
Management Committee, the Audit Committee, the Board, and other key
stakeholders informed and involved as appropriate. The plan is aligned
to NIST guidance. It also includes the involvement of any personnel
who may detect incidents, respond to incidents, resolve incidents, and
manage communications and responsibilities with authorities about
those incidents. The plan applies to all personnel (including third-party
contractors, vendors, and partners) that perform functions or services
requiring access to secure Company information, and to all devices and
network services that are owned or managed by us.
Further, we currently maintain a cybersecurity insurance that provides
coverage for certain types of incidents; however, such insurance may
not be sufficient in type or amount to cover claims related to all cyber
threats or risks.
While we have not experienced any material cybersecurity threats
or incidents that have materially affected or are reasonably likely to
materially affect us, including our business strategy, results of oper
ations or financial condition, as of the date of this Annual Report on
Form 10-K, there can be no guarantee that we will not be the subject
of future threats or incidents. Additional information on cybersecurity
risks we face can be found in Item 1A, Risk Factors, which should be
read in conjunction with the foregoing information.
Governance and Oversight
Our Board and the Audit Committee are actively engaged in the over
sight of our cybersecurity and data privacy program. The Board, at
least annually, and the Audit Committee, periodically throughout the
year, receive regular reports from our Chief Information Security
Officer (“CISO”) and members of the information security team on,
among other things, recent developments, the state of the information
security program, assessments of risks and threats to our information
security systems, information security considerations arising with
respect to our peers and third parties, third-party and independent
reviews, and processes to maintain and strengthen information secu
rity systems. Under the oversight of the Audit Committee, we engage
third-party experts to assess the state of our cybersecurity and data
privacy program. The Audit Committee also provides regular updates
to the Board, and the Board would be notified between such updates
regarding significant new cybersecurity threats or incidents.
We have protocols by which certain cybersecurity incidents that meet
established reporting thresholds are escalated internally and, where
appropriate, reported to the Management Committee, the Audit Com
mittee or the Board in a timely manner.
We have an Executive Cybersecurity Steering Committee that is
facilitated by our CISO, which is designed to engage business
leadership and employ best practices, including ongoing
enhancements to governance, risk and compliance. We have adopted
governance policies and procedures related to artificial intelligence
development, deployment and monitoring. Our internal audit function
also performs independent testing on aspects of the operations of
our cybersecurity program and the supporting controls based upon its
risk-based internal audit plan and reports the results of these audits
in its periodic reports to the Audit Committee. Our CISO currently
reports to our Chief Information and Digital Officer and is responsible
for training and leading a dedicated information security team tasked
with protecting data and preventing, identifying, and appropriately
addressing cybersecurity threats. The CISO is a Certified Information
Systems Security Professional with over 20 years of experience
developing and maturing information security programs, including
experience with leading privacy, enterprise risk, records management,
business continuity and operational risk programs, among others.
2025 Annual Report 28
ITEM 2. PROPERTIES
Our principal executive offices and primary research facilities are
leased and owned, respectively, and are located in suburban
Baltimore, Maryland.
The following is a list of our principal manufacturing properties, all
of which are owned except for the facilities in Commerce, California;
Lakewood, New Jersey; Melbourne, Australia; and Florence, Italy,
which are leased. The manufacturing facilities that we own in
Guangzhou, Shanghai, and Wuhan, China are each located on land
subject to long-term leases:
United States:
Hunt Valley, Maryland–Consumer and Flavor Solutions
(3 principal plants)
Gretna, Louisiana–Consumer and Flavor Solutions
South Bend, Indiana–Consumer and Flavor Solutions
Atlanta, Georgia–Flavor Solutions
Commerce, California–Consumer
Irving, Texas–Flavor Solutions
Lakewood, New Jersey–Flavor Solutions
Geneva, Illinois–Flavor Solutions
Springfield, Missouri–Consumer and Flavor Solutions
Belcamp, Maryland–Consumer and Flavor Solutions
Canada:
London, Ontario–Consumer and Flavor Solutions
Mexico:
Cuautitlán de Romero Rubio–Consumer and Flavor Solutions
(2 principal plants)
San Luis Potosí–Consumer and Flavor Solutions
United Kingdom:
Haddenham, England–Consumer and Flavor Solutions
Peterborough, England–Flavor Solutions
France:
Carpentras–Consumer and Flavor Solutions
Monteux–Consumer and Flavor Solutions
Poland:
Stefanowo–Consumer
Italy:
Florence–Consumer and Flavor Solutions (2 principal plants)
China:
Guangzhou–Consumer and Flavor Solutions
Shanghai–Consumer and Flavor Solutions
Wuhan–Consumer and Flavor Solutions
Australia:
Melbourne–Consumer and Flavor Solutions
Palmwoods–Consumer
Thailand:
Chonburi–Consumer and Flavor Solutions
In addition to distribution facilities and warehouse space available at
our manufacturing facilities, we lease the following regional distribu
tion facilities: (i) U.S.: Baltimore, Maryland; Salinas, California;
Byhalia, Mississippi; Irving, Texas; and Springfield, Missouri;
(ii) Canada: Mississauga and London, Ontario; (iii) Heywood, U.K.; and
(iv) Compans, France. We also own a distribution facility in Monteux,
France. In addition, we own, lease, or contract other properties used
for manufacturing Consumer and Flavor Solutions products and for
sales, warehousing, distribution, and administrative functions.
We believe our plants are well maintained and suitable for their
intended use. We further believe that these plants generally have
adequate capacity or the ability to expand, and can accommodate
seasonal demands, changing product mixes, and additional growth.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings in which we or any
of our subsidiaries are a party or to which any of our or their property
is the subject.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
29 McCormick & Company, Inc.
PART II.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Our Common Stock and Common Stock Non-Voting are listed and traded on the New York Stock Exchange (NYSE). Our Common Stock and Common
Stock Non-Voting trade under the ticker symbols MKC.V and MKC, respectively. We have disclosed the information related to the dividends declared
and paid on our classes of common stock in Note 16 of the accompanying financial statements. The market price of our common stock at the close of
business on December 31, 2025 was $68.01 per share for the Common Stock and $68.11 per share for the Common Stock Non-Voting.
The approximate number of holders of our common stock based on record ownership as of December 31, 2025 was as follows:
Title of class
Approximate number
of record holders
Common Stock, par value $0.01 per share
1,745
Common Stock Non-Voting, par value $0.01 per share
7,924
The following table summarizes our purchases of Common Stock (CS) and Common Stock Non-Voting (CSNV) during the fourth quarter of 2025:
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total number of
shares purchased
Average price
paid per share
Total number of
shares purchased
as part of publicly
announced plans
or programs
Approximate dollar
value of shares that
may yet be purchased
under the plans or
programs
September 1, 2025 to
CS–19,883
$64.39
19,883
$418 million
September 30, 2025
CSNV–0
—
—
October 1, 2025 to
CS–15,384
$67.12
15,384
$417 million
October 31, 2025
CSNV–0
—
—
November 1, 2025 to
CS–51,912
$64.81
51,912
$414 million
November 30, 2025
CSNV–0
—
—
Total
CS–87,179
$65.12
87,179
$414 million
CSNV–0
—
—
On November 11, 2025, various trusts affiliated with Lawrence Kurzius, former McCormick Chairman, President and CEO who retired from our Board as
Executive Chairman on March 26, 2025 and current beneficial owner of more than five percent of the CS of the Company, sold 39,014 shares of
McCormick CS as a part of McCormick’s authorized share repurchase program for $2,517,964. The repurchase price per share was equal to the average of
the high and low trading price of the CSNV on the date McCormick agreed to repurchase the shares.
As of November 30, 2025, approximately $414 million remained of a $600 million share repurchase authorization approved by the Board of Directors in
November 2019. The timing and amount of any shares repurchased is determined by our management based on its evaluation of market conditions and
other factors.
In certain circumstances, we issue shares of CS in exchange for shares of CSNV, or issue shares of CSNV in exchange for shares of CS, in either case
pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. Typically, these exchanges are made
in connection with the administration of our employee benefit plans, executive compensation programs and dividend reinvestment/direct purchase
plans. The number of shares issued in an exchange is generally equal to the number of shares received in the exchange, although the number may
differ slightly to the extent necessary to comply with the requirements of the Employee Retirement Income Security Act of 1974. During fiscal 2025, we
issued 1,105,409 shares of CSNV in exchange for shares of CS and issued 24,157 shares of CS in exchange for shares of CSNV.
ITEM 6. [RESERVED]
2025 Annual Report 30
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
The following Management’s Discussion and Analysis of Financial
Condition and Results of Operations (MD&A) is intended to help the
reader understand McCormick & Company, Incorporated, our opera
tions, and our present business environment from the perspective of
management. MD&A is provided as a supplement to, and should be
read in conjunction with, our financial statements and the accompa
nying notes thereto contained in Item 8 of this report. We use certain
non-GAAP information—more fully described below under the caption
Non-GAAP Financial Measures—that we believe is important for
purposes of comparison to prior periods and development of future
projections and earnings growth prospects. This information is also
used by management to measure the profitability of our ongoing
operations and analyze our business performance and trends. The
dollar and share information in the charts and tables in MD&A are in
millions, except per share data.
McCormick is a global leader in flavor. We manufacture, market, and
distribute spices, seasoning mixes, condiments, and other flavorful
products to the entire food and beverage industry–retailers, food man
ufacturers, and foodservice businesses. We manage our business in
two operating segments, Consumer and Flavor Solutions, as described
in Item 1 of this report.
Our long-term annual growth objectives in constant currency are to
increase sales 4% to 6%, increase adjusted operating income 7% to
9%, and increase adjusted earnings per share 9% to 11%. Our actual
annual results can vary from our long-term growth objectives.
Over time, we expect to grow sales with similar contributions from:
1) our base business—driven by brand marketing support, category
management, and differentiated customer engagement; 2) new prod
ucts; and 3) acquisitions.
Base Business—We expect to drive sales growth by optimizing
our brand marketing investment through improved speed, quality,
and effectiveness. We measure the return on our brand marketing
investment and identify digital marketing as one of our highest return
investments in brand marketing support. Through digital marketing,
we are connecting with consumers in a personalized way to deliver
recipes, provide cooking advice, and help them discover new products.
New Products—For our Consumer segment, we believe that scalable
and differentiated innovation continues to be one of the best ways to
distinguish our brands from our competition, including private label.
We are introducing products for every type of cooking occasion, from
gourmet, premium items to convenient and value-priced flavors. For
Flavor Solutions customers, we are developing seasonings for snacks
and other food products, as well as flavors for new menu items. We
have a strong pipeline of Flavor Solutions products aligned with our
customers’ new product launch plans, many of which include clean-
label, organic, natural, and “better-for-you” innovation. With over 20
product innovation centers around the world, we are supporting the
growth of our brands and those of our Flavor Solutions customers with
products that appeal to local consumers.
Acquisitions—Acquisitions are expected to approximate one-third
of our sales growth over time. We focus on acquisition opportunities
that meet the growing demand for flavor and health. Geographically,
our focus is on acquisitions that build scale where we currently have
presence in both developed and emerging markets.
Recent Event
On January 2, 2026 we acquired an additional 25% ownership interest
in McCormick de Mexico for a purchase price of $750 million, which
increased our ownership to a 75% controlling interest. We believe the
acquisition creates opportunities for further growth in the Mexican
market and provides a strategic platform for further expansion in Latin
America. McCormick de Mexico is a prominent food company in
Mexico, with a broad portfolio, including mayonnaise, spices, marma
lades, mustard, hot sauce, and tea, sold under McCormick brands.
Executive Summary
In 2025, we achieved net sales growth of 1.7% as compared to 2024
due to the following factors:
• Volume and product mix favorably impacted net sales growth by
1.2%. The Consumer segment experienced favorable volume and
product mix of 2.1% and the Flavor Solutions segment experienced
unfavorable volume and product mix of 0.2%.
• Pricing favorably impacted net sales by 0.7%.
• Fluctuations in currency rates negatively impacted net sales by
0.2%, Fluctuations in currency rates positively impacted our
Consumer segment sales growth by 0.2% and negatively impacted
our Flavor Solutions segment sales growth by 0.6%.
Operating income was $1,070.8 million in 2025, compared to $1,060.3
million in 2024, reflecting an increase of 1.0%. Our gross profit margin
decreased by 60 basis points primarily driven by increased commodity
costs including the impact of tariffs, unfavorable product mix, and
increased conversion costs including costs to support capacity for
future growth, partially offset by pricing actions and CCI-led cost
savings. Selling, general, and administrative (SG&A) expense as a
percentage of sales decreased by 70 basis points, primarily driven by
lower performance-based employee compensation expense, lower dis
tribution expense, and CCI-led cost savings including SG&A streamlin
ing initiatives, partially offset by increased brand marketing expense.
Excluding special charges, adjusted operating income was $1,094.0
million in 2025, reflecting an increase of 2.3% compared to $1,069.8
million in 2024. In constant currency, adjusted operating income
increased 2.8%. For further details and a reconciliation of non-GAAP
to reported amounts, see the subsequent discussion under the heading
“Non-GAAP Financial Measures”.
Diluted earnings per share was $2.93 in 2025 and $2.92 in 2024,
driven by higher operating income and decreased interest expense,
partially offset by an increase in the effective tax rate, higher special
charges, a decrease in other income, and a decrease in income from
unconsolidated operations. Special charges lowered earnings per
share by $0.07 and $0.03 in 2025 and 2024, respectively. Excluding
the effects of special charges, adjusted diluted earnings per share
was $3.00 in 2025, compared to $2.95 in 2024, representing an
increase of 1.7%.
Net cash provided by operating activities was $962.2 million, $921.9
million, and $1,237.3 million in 2025, 2024, and 2023, respectively. In
2025, we continued to have a balanced use of cash for debt repay
ment, capital expenditures, and the return of cash to shareholders
through dividends and share repurchases. We are using our cash to
fund shareholder dividends, with annual increases in each of the past
31 McCormick & Company, Inc.
40 years, and to fund capital expenditures and acquisitions. In 2025,
the return of cash to our shareholders through dividends and share
repurchases was $517.8 million.
A detailed review of our fiscal 2025 performance compared to fiscal
2024 appears in the section titled “Results of Operations—2025
Compared to 2024.” A detailed review of our fiscal 2024 performance
compared to our fiscal 2023 performance is set forth in Part II, Item 7
of our Form 10-K for the fiscal year ended November 30, 2024 under
the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Results of Operations—2024
Compared to 2023,” which is incorporated herein by reference.
2026 Outlook
Our fiscal 2026 outlook continues to reflect prioritized investments
in key categories to sustain our volume trends and drive long-term
profitable growth while appreciating the uncertainty of the consumer
and macro environment, including global trade policies. Our CCI
program is continuing to fuel growth investments while also driving
operating margin expansion. Our fiscal 2026 outlook also reflects
meaningful contributions from the acquisition of a controlling interest
in McCormick de Mexico, which closed on January 2, 2026. Amounts
are rounded with percentages calculated from the underlying amounts.
Our outlook for 2026 adjusted operating income and adjusted earnings
per share are non-GAAP financial measures that exclude or otherwise
adjust for items impacting comparability of financial results. We are
unable to reconcile projected adjusted operating income to projected
reported operating income because we cannot reasonably predict
the amount of special charges, including transaction and integration
expenses, during this time period. We expect 2026 transaction and
integration expenses to include a step-up in inventory to fair value
related to the recent acquisition of an additional 25% ownership inter
est in McCormick de Mexico. This step-up will be recognized in cost of
goods sold as the related inventory is sold.
We are unable to reconcile projected adjusted earnings per share to
projected reported earnings per share due to the same factors affecting
reported operating income, and because we cannot reasonably predict
the amount of the anticipated non-cash gain from remeasuring the
previously held equity interest in McCormick de Mexico to fair value.
In 2026, we expect net sales to grow between 13% and 17% com
pared to 2025, including an 11% to 13% increase as a result of the
acquisition of a controlling interest in McCormick de Mexico and a 1%
favorable impact from foreign currency rates, or to grow from 1% to
3% on an organic basis. We anticipate that net sales will benefit from
favorable volume and product mix and pricing.
In 2026, we expect an increase in adjusted operating income of 16%
to 20% compared to 2025, including a 1% favorable impact from
foreign currency rates, or to increase by 15% to 19% on a constant
currency basis. This anticipated increase in adjusted operating income
reflects recovery of adjusted gross margin, accretion from the acqui
sition of the controlling interest in McCormick de Mexico and cost
savings from our CCI program, partially offset by increased commodity
costs and an increase in SG&A expense, including performance-based
employee compensation expenses and investments aimed at driving
volume growth, particularly in brand marketing. We project our brand
marketing investments in 2026 to rise by low to mid-teens digits,
including the impact from the acquisition of the controlling interest in
McCormick de Mexico, compared to 2025.
We estimate that our 2026 adjusted effective tax rate, including the net
favorable impact of anticipated discrete tax items, although at a lower
amount than in 2025, will be 24.0% as compared to 21.5% in 2025.
Excluding the per share impact of special charges, adjusted diluted
earnings per share was $3.00 in 2025. Adjusted diluted earnings per
share is projected to range from $3.05 to $3.13 in 2026. We expect
adjusted diluted earnings per share to increase by 2% to 5%, which
includes a 1% favorable impact from currency rates, or to increase by
1% to 4% on a constant currency basis.
RESULTS OF OPERATIONS—2025 COMPARED TO 2024
2025
2024
Net sales
$6,840.3
$6,723.7
Percent growth
1.7 %
0.9 %
Components of percent change in net sales:
Volume and product mix
1.2 %
0.3 %
Pricing actions
0.7 %
0.5 %
Divestiture
— %
(0.2)%
Foreign exchange
(0.2)%
0.3 %
Sales for 2025 increased by 1.7% from 2024 and by 1.9% on an organic
basis (that is, excluding the impact of foreign currency exchange as
more fully described under the caption, Non-GAAP Financial Mea
sures). Pricing actions favorably impacted sales by 0.7%. Favorable
volume and product mix increased sales by 1.2% driven by favorable
volume and product mix from our Consumer segment of 2.1% offset by
unfavorable volume and product mix from our Flavor Solutions segment
of 0.2%. Foreign currency rates decreased sales by 0.2%.
2025
2024
Gross profit
$2,592.2
$2,591.0
Gross profit margin
37.9%
38.5%
Gross profit for 2025 increased by $1.2 million, which is comparable
to 2024. Our gross profit margin was 37.9%, a decrease of 60 basis
points, driven by increased commodity costs including the impact
of tariffs, unfavorable product mix, and increased conversion cost
including costs to support capacity for future growth, partially offset by
pricing actions and CCI program-led cost savings. Excluding the impact
of special charges related to the step up of acquired inventory included
in cost of goods sold, adjusted gross margin was 37.9% for 2025.
2025
2024
Selling, general & administrative expense
$1,500.3
$1,521.2
Percent of net sales
21.9%
22.6%
SG&A expense decreased by $20.9 million in 2025 as compared to
2024, driven primarily by lower performance-based employee compen
sation expense, lower distribution expense, and CCI-led cost savings
including the impact of SG&A streamlining actions, partially offset by
increased brand marketing expense and higher selling and marketing
costs. SG&A as a percent of net sales decreased by 70 basis points.
2025
2024
Special charges
$21.1
$9.5
2025 Annual Report 32
We regularly evaluate whether to implement changes to our organiza
tion structure to reduce fixed costs, simplify or improve processes, and
improve our competitiveness, and we expect to continue to evaluate
such actions in the future. From time to time, those changes are of
such significance in terms of both up-front costs and organizational/
structural impact that we obtain advance approval from our Manage
ment Committee and classify expenses related to those changes as
special charges in our financial statements.
During 2025, we recorded $21.1 million of special charges, including
transaction and integration expenses. Those expenses consisted
principally of $15.9 million of employee severance and related benefits
associated with our SG&A streamlining actions, $3.3 million associ
ated with other actions and $1.9 million of transaction and integration
costs.
During 2024, we recorded $9.5 million of special charges, consisting
principally of $4.5 million associated with the Global Operating Effec
tiveness program and $5.0 million associated with the transition of a
manufacturing facility in EMEA.
Details with respect to the composition of special charges, including
transaction and integration expenses, are included in the accompany
ing notes to our financial statements contained in Item 8 of this report.
2025
2024
Interest expense
$196.2
$209.4
Other income, net
38.4
47.4
Interest expense decreased by $13.2 million in 2025 compared to the
prior year, due to a reduction in average borrowing levels and lower
interest rates on borrowings.
Other income, net, decreased by $9.0 million compared to the prior
year primarily due to a lower level of interest income driven by lower
interest rates and lower non-service cost income associated with our
pension and postretirement benefit plans.
2025
2024
Income from consolidated operations
before income taxes
$913.0
$898.3
Income tax expense
195.8
184.0
Effective tax rate
21.4%
20.5%
The effective tax rate for 2025 was 21.4%, compared to 20.5% in
2024, primarily driven by the lower level of net discrete tax benefits
recorded for 2025. Specifically, net discrete tax benefits amounted to
$27.6 million in 2025, a decrease of $4.1 million from $31.7 million
in 2024.
The $27.6 million of net discrete tax benefits for 2025 principally
included (i) $10.1 million of tax benefits from the reversal of certain
reserves for unrecognized tax benefits and related interest, including
$5.9 million associated with the expiration of statutes of limitations,
(ii) $7.9 million of tax benefits resulting from state tax matters, and
related deferred taxes, (iii) a $5.0 million tax benefit resulting from
the revaluation of deferred taxes associated with enacted legislation,
(iv) $3.6 million of tax benefits resulting from an adjustment to a prior
year tax accrual, and related deferred taxes, based on the final return
filed, and (v) $1.1 million of excess tax benefits associated with stock
compensation.
The $31.7 million of net discrete tax benefits for 2024 principally
included (i) $19.4 million of tax benefits associated with the recog
nition of a deferred tax asset related to an international legal entity
reorganization, (ii) $12.3 million of tax benefit from the reversal of
certain reserves for unrecognized tax benefits and related interest
associated with both the effective settlement from the conclusion of a
tax examination and the expiration of statutes of limitations, (iii) $6.0
million of tax benefits resulting from state tax matters, and related
deferred taxes, (iv) $1.8 million of tax benefit from an adjustment to a
prior year tax accrual and related deferred taxes based on final returns
filed, (v) $6.2 million of tax expense associated with the adjustment of
valuation allowances due to changes in judgment about the realizabil
ity of deferred tax assets, and (vi) $1.8 million of tax expense related
to certain unremitted prior year earnings.
On July 4, 2025, legislation known as the One Big Beautiful Bill Act
(OBBBA) was signed into law. The OBBBA makes changes to the
United States corporate income tax system, including, among other
provisions, the immediate expensing of research and development
expenditures, and 100 percent bonus depreciation on qualified
property. While we expect certain provisions of the OBBBA to change
the timing of cash tax payments related to the current fiscal year and
future year periods, we do not expect the legislation to have a material
impact on our consolidated financial statements.
See Note 12 of notes to our consolidated financial statements for
a more detailed reconciliation of the U.S. federal tax rate with the
effective tax rate.
2025
2024
Income from unconsolidated operations
$72.2
$74.2
Income from unconsolidated operations, which is presented net of
the elimination of earnings attributable to non-controlling interests,
decreased $2.0 million in 2025, driven by the results of our largest
joint venture, McCormick de Mexico, where unfavorable impacts from
foreign exchange rates were partially offset by improved operating
results. We own 50% of most of our unconsolidated joint ventures.
McCormick de Mexico comprised 93% and 95% of the income of our
unconsolidated operations in 2025 and 2024, respectively.
The following table outlines the major components of the change in
diluted earnings per share from 2024 to 2025.
2024 Earnings per share—diluted
$2.92
Increase in operating income
0.07
Increase in special charges, net of taxes
(0.04)
Decrease in other income
(0.02)
Decrease in income from unconsolidated operations
(0.01)
Decrease in interest expense
0.04
Impact of change in effective income tax rate, excluding taxes on
special charges
(0.03)
2025 Earnings per share—diluted
$2.93
Results of Operations—Segments
We measure the performance of our business segments based on
operating income, excluding special charges. See Note 15 of notes to
our consolidated financial statements for additional information on our
segment measures as well as for a reconciliation by segment of oper
ating income, excluding special charges. In the following discussion,
we refer to our previously described measure of segment profit as
“Segment operating income.”
33 McCormick & Company, Inc.
Consumer Segment
2025
2024
Net sales
$3,950.3
$3,848.5
Percent growth
2.6%
1.1%
Components of percent change in net sales:
Pricing actions
0.3%
—%
Volume and product mix
2.1%
0.8%
Foreign exchange
0.2%
0.3%
Segment operating income
$ 734.9
$ 740.3
Segment operating income margin
18.6%
19.2%
In 2025, sales of our Consumer segment increased by 2.6% as com
pared to 2024 and increased by 2.4% on an organic basis. Favorable
volume and product mix increased sales by 2.1%, driven by growth
across all regions. Favorable pricing increased sales by 0.3%. The
favorable impact of foreign currency rates increased sales by 0.2% and
is excluded from our measure of sales growth of 2.4% on an organic
basis.
In the Americas region, Consumer segment sales increased 2.0% in
2025 as compared to 2024 and increased by 2.3% on an organic basis.
Unfavorable pricing decreased sales by 0.1%. Favorable volume and
product mix increased sales by 2.4% driven by growth across core cat
egories. The unfavorable impact of foreign currency rates decreased
sales by 0.3% and is excluded from our measure of sales growth of
2.3% on an organic basis.
In the EMEA region, Consumer segment sales increased 6.0% in
2025 as compared to 2024 and increased by 3.5% on an organic
basis. Favorable pricing impacted sales by 2.1%. Favorable volume
and product mix increased sales by 1.4% driven by growth in France
and Poland. The favorable impact of foreign currency exchange rates
increased sales by 2.5% and is excluded from our measure of sales
growth of 3.5% on an organic basis.
In the APAC region, Consumer segment sales increased 1.0% in 2025
as compared to 2024 and increased by 1.9% on an organic basis.
Favorable pricing impacted sales by 0.2%. Favorable volume and prod
uct mix increased sales by 1.7% driven by higher sales to foodservice
customers in China. The unfavorable impact from foreign currency
rates decreased sales by 0.9% and is excluded from our measure of
sales growth of 1.9% on an organic basis.
Segment operating income for our Consumer segment decreased
by $5.4 million, or 0.7%, in 2025 as compared to 2024, driven by
a decrease in gross profit, partially offset by a decrease in SG&A
expense. The decrease in gross profit was driven by unfavorable
product mix, increased commodity costs including the impact of tariffs,
and increased conversion costs including costs to support increased
capacity for future growth, partially offset by higher sales volume,
the favorable impact of pricing actions, and CCI-led cost savings. The
decrease in SG&A expense was driven by the items described in the
consolidated discussion. Segment operating margin decreased by 60
basis points to 18.6%. On a constant currency basis, segment operat
ing income decreased by 0.6%.
Flavor Solutions Segment
2025
2024
Net sales
$2,890.0
$2,875.2
Percent growth
0.5 %
0.7 %
Components of percent change in net sales:
Pricing actions
1.3 %
1.2 %
Volume and product mix
(0.2)%
(0.3)%
Divestiture
— %
(0.5)%
Foreign exchange
(0.6)%
0.3 %
Segment operating income
$ 359.1
$ 329.5
Segment operating income margin
12.4 %
11.5 %
Sales of our Flavor Solutions segment increased 0.5% in 2025 as com
pared to 2024 and increased by 1.1% on an organic basis. Favorable
pricing increased sales by 1.3% in 2025 driven by pricing actions in the
Americas region. Unfavorable volume and product mix decreased sales
by 0.2% driven by the Americas and EMEA regions partially offset by
growth in the APAC region. The unfavorable impact of foreign currency
rates decreased sales by 0.6% and is excluded from our measure of
sales growth of 1.1% on an organic basis.
In the Americas region, Flavor Solutions segment sales increased by
0.5% during 2025 as compared to 2024 and increased by 1.9% on an
organic basis. Favorable pricing impacted sales by 2.6%. Unfavorable
volume and product mix decreased sales by 0.7%. The unfavorable
impact of foreign currency rates decreased sales by 1.4% and is
excluded from our measure of sales growth of 1.9% on an organic
basis.
In the EMEA region, Flavor Solutions segment sales in 2025 decreased
by 2.2% as compared to 2024 and decreased by 4.3% on an organic
basis. Unfavorable pricing impacted sales by 2.1%. Unfavorable volume
and product mix decreased segment sales by 2.2% driven by the effects
of lower sales to packaged food customers. The favorable impact of
foreign currency rates increased sales by 2.1% and is excluded from our
measure of sales decline of 4.3% on an organic basis.
In the APAC region, Flavor Solutions segment sales increased 6.2%
in 2025 as compared to 2024 and increased by 6.7% on an organic
basis. Unfavorable pricing impacted sales by 1.9%. Favorable volume
and product mix increased sales by 8.6%, driven by growth in China.
The unfavorable impact of foreign currency rates decreased sales by
0.5% and is excluded from our measure of sales growth of 6.7% on an
organic basis.
Segment operating income for our Flavor Solutions segment increased
by $29.6 million, or 9.0%, in 2025 as compared to 2024 driven by an
increase in gross profit and lower SG&A expense. The increase in
gross profit was driven by the impacts of favorable pricing and CCI-led
cost savings, partially offset by increased commodity costs including
the impact of tariffs, and conversion costs including costs to support
increased capacity for future growth. The decrease in SG&A expense
was driven primarily by lower performance-based employee compensa
tion expense, lower distribution expense, and CCI-led cost savings, par
tially offset by higher selling and marketing costs. Segment operating
margin increased by 90 basis points to 12.4%. On a constant currency
basis, segment operating income increased by 10.7%.
2025 Annual Report 34
NON-GAAP FINANCIAL MEASURES
The following tables include financial measures of organic net sales,
adjusted gross profit, adjusted gross profit margin, adjusted operat
ing income, adjusted operating income margin, adjusted income tax
expense, adjusted income tax rate, adjusted net income, and adjusted
diluted earnings per share. These represent non-GAAP financial
measures which are prepared as a complement to our financial
results prepared in accordance with United States generally accepted
accounting principles. These financial measures exclude the impact, as
applicable, of the following:
• Special charges—Special charges consist of expenses and income
associated with certain actions undertaken by us to reduce fixed costs,
simplify or improve processes, and improve our competitiveness and are
of such significance in terms of both up-front costs and organizational/
structural impact to require advance approval by our Management Com
mittee. Expenses associated with the approved actions are classified
as special charges upon recognition and monitored on an ongoing basis
through completion. Included in special charges are transaction and
integration costs incurred in conjunction with acquisitions.
Details with respect to the composition of special charges, including
transaction and integration expenses, set forth below are included
in Note 2 of the notes to our accompanying consolidated financial
statements.
We believe that these non-GAAP financial measures are important. The
exclusion of the items noted above provides additional information that
enables enhanced comparisons to prior periods and, accordingly, facilitates
the development of future projections and earnings growth prospects. This
information is also used by management to measure the profitability of our
ongoing operations and analyze our business performance and trends.
These non-GAAP financial measures may be considered in addition to
results prepared in accordance with GAAP; however, they should not
be viewed as a substitute for, or superior to, GAAP results. Further
more, these non-GAAP financial measures may not be comparable to
similarly titled measures of other companies, as they may calculate
them differently than we do. We intend to continue providing these
non-GAAP financial measures as part of our future earnings discus
sions, ensuring consistency in our financial reporting.
A reconciliation of these non-GAAP financial measures to GAAP financial results is provided below:
2025
2024
2023
Gross profit
$2,592.2
$2,591.0
$2,502.5
Impact of special charges included in cost of goods sold
2.1
—
—
Adjusted gross profit
$2,594.3
$2,591.0
$2,502.5
Gross profit margin(1)
37.9%
38.5%
37.6%
Impact of special charges(1)
—%
—%
—%
Adjusted gross profit margin(1)
37.9%
38.5%
37.6%
Operating income
$ 1,070.8
$1,060.3
$ 963.0
Impact of special charges
23.2
9.5
61.2
Adjusted operating income
$ 1,094.0
$1,069.8
$1,024.2
% increase versus prior year
2.3%
4.5%
11.6%
Operating income margin(2)
15.7%
15.8%
14.5%
Impact of special charges(2)
0.3%
0.1%
0.9%
Adjusted operating income margin(2)
16.0%
15.9%
15.4%
Income tax expense
$ 195.8
$ 184.0
$ 174.5
Impact of special charges
5.5
2.4
14.5
Adjusted income tax expense
$ 201.3
$ 186.4
$ 189.0
Income tax rate(3)
21.4%
20.5%
21.8%
Impact of special charges
0.1%
—%
0.2%
Adjusted income tax rate(3)
21.5%
20.5%
22.0%
Net income
$ 789.4
$ 788.5
$ 680.6
Impact of special charges
17.7
7.1
46.7
Adjusted net income
$ 807.1
$ 795.6
$ 727.3
% increase versus prior year
1.4%
9.4%
6.3%
Earnings per share—diluted
$ 2.93
$ 2.92
$ 2.52
Impact of special charges
0.07
0.03
0.18
Adjusted earnings per share—diluted
$ 3.00
$ 2.95
$ 2.70
% increase versus prior year
1.7%
9.3%
6.7%
(1) Gross margin, impact of special charges, and adjusted gross profit margin are calculated as gross profit, impact of special charges, and adjusted gross profit as a
percentage of net sales for each period presented.
(2) Operating income margin, impact of special charges, and adjusted operating income margin are calculated as operating income, impact of special charges, and adjusted
operating income as a percentage of net sales for each period presented.
(3) Income tax rate is calculated as income tax expense as a percentage of income from consolidated operations before income taxes. Adjusted income tax rate is
calculated as adjusted income tax expense as a percentage of income from consolidated operations before income taxes excluding special charges of $936.2 million,
$907.8 million, and $859.9 million for the years ended November 30, 2025, 2024, and 2023, respectively.
35 McCormick & Company, Inc.
We are unable to reconcile projected adjusted earnings per share to
projected reported earnings per share because our 2026 adjusted
earnings per share is a non-GAAP measure that excludes certain
elements that will be included in fiscal 2026 GAAP results that
cannot be reasonably predicted. Given the recent acquisition date of
an additional 25% ownership in McCormick de Mexico on January 2,
2026, we cannot reasonably predict the amount of special charges,
including transaction and integration expenses, or the expected non-
cash gain associated with remeasuring our previously held equity
interest in McCormick de Mexico to fair value.
Because we are a multi-national company, we are subject to variability
of our reported U.S. dollar results due to changes in foreign currency
exchange rates. Those changes can be volatile. The exclusion of the
effects of foreign currency exchange, or what we refer to as amounts
expressed “on a constant currency basis,” is a non-GAAP measure. We
believe that this non-GAAP measure provides additional information
that enables enhanced comparison to prior periods excluding the
translation effects of changes in rates of foreign currency exchange
and provides additional insight into the underlying performance of
our operations located outside the U.S. It should be noted that our
presentation herein of amounts and percentage changes on a constant
currency basis does not exclude the impact of foreign currency trans
action gains and losses (that is, the impact of transactions denomi
nated in other than the local currency of any of our subsidiaries in their
local currency reported results).
We provide organic net sales growth rates for our consolidated net sales
and segment net sales. We believe that organic net sales growth rates
provide useful information to investors because they provide transpar
ency to underlying performance in our net sales by excluding the effect
that foreign currency exchange rate fluctuations, acquisitions, and dives
titures, as applicable, have on year-to-year comparability. A reconciliation
of these measures from reported net sales growth rates, the relevant
GAAP measures, are included in the tables set forth below.
Percentage changes in organic sales and adjusted operating income
expressed on a constant currency basis are presented excluding the
impact of foreign currency exchange. To present this information
for historical periods, current year results for entities reporting in
currencies other than the U.S. dollar are translated into U.S. dollars at
the average exchange rates in effect during the prior fiscal year, rather
than at the actual average exchange rates in effect during the current
fiscal year. As a result, the foreign currency impact is equal to the
current year results in local currencies multiplied by the change in the
average foreign currency exchange rate between the current year and
the prior fiscal year.
Rates of constant currency and organic growth (decline) follow:
For the year ended November 30, 2025
Percentage change
as reported
Impact of foreign
currency exchange
Percentage change
on both a constant
currency and
organic basis
Net sales:
Consumer segment:
Americas
2.0 %
(0.3)%
2.3 %
EMEA
6.0 %
2.5 %
3.5 %
APAC
1.0 %
(0.9)%
1.9 %
Total Consumer
2.6 %
0.2 %
2.4 %
Flavor Solutions segment:
Americas
0.5 %
(1.4)%
1.9 %
EMEA
(2.2)%
2.1 %
(4.3) %
APAC
6.2 %
(0.5)%
6.7 %
Total Flavor Solutions
0.5 %
(0.6)%
1.1 %
Total net sales
1.7 %
(0.2)%
1.9 %
For the year ended November 30, 2025
Percentage change
as reported
Impact of foreign
currency exchange
Percentage change
on constant
currency basis
Adjusted operating income:
Consumer segment
(0.7)%
(0.1)%
(0.6)%
Flavor Solutions segment
9.0 %
(1.7)%
10.7 %
Total adjusted operating income
2.3 %
(0.5)%
2.8 %
2025 Annual Report 36
For the year ended November 30, 2024
Percentage
change
as reported
Impact of
foreign
currency
exchange
Percentage
change on
constant
currency basis
Impact of
Acquisitions &
Divestitures
Percentage
change on
organic basis
Net sales:
Consumer segment:
Americas
0.6 %
(0.1)%
0.7 %
— %
0.7 %
EMEA
7.3 %
3.0 %
4.3 %
— %
4.3 %
APAC
(5.1)%
(1.0)%
(4.1)%
— %
(4.1)%
Total Consumer
1.1 %
0.3 %
0.8 %
— %
0.8 %
Flavor Solutions segment:
Americas
1.4 %
(0.1)%
1.5 %
— %
1.5 %
EMEA
(3.5)%
2.4 %
(5.9)%
(2.3)%
(3.6)%
APAC
4.1 %
(1.0)%
5.1 %
— %
5.1 %
Total Flavor Solutions
0.7 %
0.3 %
0.4 %
(0.5)%
0.9 %
Total net sales
0.9 %
0.3 %
0.6 %
(0.2)%
0.8 %
For the year ended November 30, 2024
Percentage
change
as reported
Impact of
foreign
currency
exchange
Percentage
change on
constant
currency basis
Adjusted operating income:
Consumer segment
0.7%
— %
0.7%
Flavor Solutions segment
14.1%
(0.4)%
14.5%
Total adjusted operating income
4.5%
(0.1)%
4.6%
To present the percentage change in projected 2026 net sales, adjusted
operating income, and adjusted earnings per share (diluted) on a constant
currency basis, the projected local currency net sales, adjusted operating
income, and adjusted net income for entities reporting in currencies
other than the U.S. dollar are translated into U.S. dollars at forecasted
exchange rates. These figures are then compared to the 2026 local cur
rency projected results, which are translated into U.S. dollars at the aver
age actual exchange rates in effect during the corresponding months of
fiscal year 2025. This comparison determines what the 2026 consolidated
U.S. dollar net sales, adjusted operating income, and adjusted earnings
per share (diluted) would have been if the relevant currency exchange
rates had not changed from those of the comparable 2025 periods.
Projections for the Year
Ending November 30, 2026
Percentage change in net sales
13% to 17%
Impact of favorable foreign
currency exchange
1%
Percentage change in net sales in
constant currency
12% to 16%
Impact of acquisition
11% to 13%
Percentage change in organic net sales
1% to 3%
Percentage change in adjusted operating
income
16% to 20%
Impact of favorable foreign currency
exchange
1%
Percentage change in adjusted operating
income in constant currency
15% to 19%
Percentage change in adjusted earnings
per share—diluted
2% to 5%
Impact of favorable foreign currency
exchange
1%
Percentage change in adjusted earnings
per share—diluted
1% to 4%
LIQUIDITY AND FINANCIAL CONDITION
2025
2024
2023
Net cash flow provided by operating
activities
$ 962.2
$ 921.9
$ 1,237.3
Net cash flow used in investing
activities
(255.2)
(269.0)
(260.5)
Net cash flow used in financing
activities
(840.9)
(583.1)
(1,184.2)
The primary objective of our financing strategy is to maintain a prudent
capital structure that provides the flexibility to pursue our growth
objectives. We use a combination of equity and short- and long-term
debt. We use short-term debt, primarily in the form of commercial
paper, principally to finance ongoing operations, including our require
ments for working capital (accounts receivable, prepaid expenses and
other current assets, and inventories, less accounts payable, accrued
payroll, and other accrued liabilities). We are committed to maintain
ing investment grade credit ratings.
Our cash flow from operations enables us to fund operating projects
and investments that are designed to meet our growth objectives,
service our debt, fund or increase our quarterly dividends, fund capital
projects and other investments, and make share repurchases, when
appropriate. Due to the cyclical nature of a portion of our business, our
cash flow from operations has historically been the strongest during
the fourth quarter of our fiscal year. Due to the timing of the interest
payments on our debt, interest payments are higher in the first and
third quarters of our fiscal year.
We believe that our sources of liquidity, which include existing
cash balances, cash flows from operations, existing credit facilities,
our commercial paper program, and access to capital markets, will
provide sufficient liquidity to meet our debt obligations, including any
repayment or refinancing of debt, working capital needs, planned
37 McCormick & Company, Inc.
capital expenditures, the payment associated with an acquisition and
payment of anticipated quarterly dividends for at least the next twelve
months.
In the consolidated cash flow statement, the changes in operating
assets and liabilities are presented excluding the translation effects
of changes in foreign currency exchange rates, as these do not reflect
actual cash flows. In addition, in the cash flow statement, the changes
in operating assets and liabilities are presented excluding the effect of
acquired or disposed operating assets and liabilities, as the cash flow
associated with acquisition or disposition of businesses is presented
as an investing activity. Accordingly, the amounts in the cash flow
statement do not agree with changes in the operating assets and
liabilities that are presented in the balance sheet.
The reported values of our assets and liabilities held in non-U.S.
subsidiaries and affiliates can be significantly affected by fluctuations
in foreign exchange rates between periods. As of November 30, 2025,
the exchange rates for the Euro, British pound sterling, Canadian dol
lar, Mexican peso, Chinese renminbi, Polish zloty, and Australian dollar
were higher against the U.S. dollar than on November 30, 2024.
Operating Cash Flow—Operating cash flow was $962.2 million in
2025, $921.9 million in 2024, and $1,237.3 million in 2023. Net income
as well as our working capital management, as more fully described
below, impacted operating cash flow. In 2025, working capital was
impacted by a decreased use of cash associated with inventory offset
by a lower source of cash associated with accounts payable. In 2024,
the decrease in operating cash flow was primarily driven by higher
cash used for working capital, including higher inventory levels and
higher employee incentive payments related to the prior year, and the
timing of income tax payments partially offset by higher net income.
In 2023, the increase was primarily driven by an improvement in cash
provided by working capital, which was driven by the lower inven
tory levels and the lower amount of employee incentive payments
associated with the prior year, as well as an increase in dividends
received from unconsolidated affiliates. This was partially offset by
an increased use of cash associated with accounts payable which
partially resulted from our lower level of inventory.
Our working capital management—principally related to inventory,
trade accounts receivable, and accounts payable—impacts our oper
ating cash flow. The change in inventory was a moderate source of
cash from operations in 2025, a significant use of cash in 2024, and a
significant source of cash from operations in 2023. The change in trade
accounts receivable was a moderate use of cash in 2025 and 2024,
and a source of cash in 2023. The change in accounts payable was a
source of cash in 2025, significant source of cash in 2024, and a use of
cash in 2023.
In addition to operating cash flow, we also use a cash conversion
cycle (CCC) to measure our working capital management. This metric
is different than operating cash flow in that it uses average balances
instead of specific point in time measures. CCC is a calculation of the
number of days, on average, that it takes us to convert a cash outlay
for resources, such as raw materials, to a cash inflow from collection
of accounts receivable. Our goal is to lower our CCC over time. We
calculate CCC as follows:
Days sales outstanding (average trade accounts receivable divided
by average daily net sales) plus days in inventory (average inven
tory divided by average daily cost of goods sold) less days payable
outstanding (average trade accounts payable divided by average daily
cost of goods sold plus the average daily change in inventory).
The following table outlines our cash conversion cycle (in days) over
the last three years:
2025
2024
2023
Cash Conversion Cycle
42
36
40
The increase in CCC in 2025 from 2024 was primarily due to an
increase in our days in inventory as a result of inventory management
including the impacts of strategic forward purchases and inventory
acquired in conjunction with the Jurado acquisition. The decrease in
CCC in 2024 from 2023 was primarily due to a reduction in our days
in inventory as a result of inventory management based on demand
planning.
As more fully described in Note 1 of notes to our consolidated finan
cial statements, we participate in a Supply Chain Financing program
(SCF) with several global financial institutions (SCF Banks). Under
the SCF, qualifying suppliers may elect to sell their receivables from
us to an SCF Bank, enabling participating suppliers to negotiate their
receivables sales arrangements directly with the respective SCF Bank.
We are not party to those agreements and have no economic interest
in a supplier’s decision to sell a receivable. All outstanding amounts
related to suppliers participating in the SCF are recorded within the
line item ‘Trade accounts payable’ in our consolidated balance sheets,
and the associated payments are included in operating activities in our
consolidated cash flow statement. As of November 30, 2025, 2024,
and 2023 the amounts due to suppliers participating in the SCF and
included in trade accounts payable were approximately $332.1 million,
$417.4 million, and $300.5 million, respectively.
The terms of our payment obligations are not impacted by a supplier’s
participation in the SCF. Our payment terms with our suppliers for
similar materials within individual markets are consistent between
those suppliers that elect to participate in the SCF and those suppliers
that do not participate. Accordingly, our average days outstanding are
not significantly impacted by the portion of suppliers included in the
SCF. Future changes in our suppliers’ financing policies or economic
developments, such as shifts in interest rates, general market liquidity,
or our creditworthiness relative to participating suppliers, could affect
those suppliers’ participation in the SCF and/or our ability to negotiate
extended payment terms with them. However, any such impacts are
difficult to predict.
Investing Cash Flow—Net cash used in investing activities was $255.2
million in 2025, $269.0 million in 2024, and $260.5 million in 2023. Our
primary investing cash flows include cash used for capital expenditures
as well as cash used in the acquisition of a business. Capital expen
ditures, including expenditures for capitalized software, were $221.8
million in 2025, $274.9 million in 2024, and $263.9 million in 2023. Cash
used for the acquisition of a business was $34.1 million in 2025. We
expect 2026 capital expenditures to approximate $275 million.
Financing Cash Flow—Net cash associated with financing activi
ties was a use of cash of $840.9 million in 2025, $583.1 million in
2024, and $1,184.2 million in 2023. The variability between years is
2025 Annual Report 38
principally a result of changes in our net borrowings, share repurchase
activity, and dividends, all as described below.
The following table outlines our net borrowing activities:
2025
2024
2023
Net (decrease) increase in short-term
borrowings
$(101.4)
$ 211.1
$(964.6)
Proceeds from issuance of long-term
debt, net of debt issuance costs
2.7
494.5
495.3
Repayments of long-term debt
(267.9)
(801.1)
(268.1)
Net cash (used in) net borrowing
activities
$(366.6)
$ (95.5)
$(737.4)
In 2025, we repaid $267.9 million of long-term debt, including the
$250.0 million, 3.25% notes that matured in November 2025.
In 2024, we repaid $801.1 million of long-term debt, including the
$700.0 million, 3.15% notes that matured in August 2024 as well
as $55.0 million, 7.63% to 8.12% notes that matured in August and
October 2024. We also issued $500.0 million of 4.70% notes due 2034,
with net cash proceeds received of $495.5 million.
In 2023, we repaid $268.1 million of long-term debt, including the
$250.0 million, 3.50% notes that matured on September 1, 2023. We
also issued $500.0 million of 4.95% notes due 2033, with net cash
proceeds received of $496.4 million.
The following table outlines the activity in our share repurchase
program:
2025
2024
2023
Number of shares of common stock
0.5
0.7
0.5
Dollar amount
$34.8
$53.1
$35.7
As of November 30, 2025, $414 million remained of a $600 million
share repurchase program that was authorized by our Board of
Directors in November 2019. The timing and amount of any shares
repurchased is determined by our management based on its evaluation
of market conditions and other factors.
During 2025, 2024, and 2023, we received proceeds from exercised
stock options of $20.9 million, $17.5 million, and $16.6 million, respec
tively. We repurchased $13.2 million, $9.0 million, and $10.8 million of
common stock during 2025, 2024, and 2023, respectively, in conjunc
tion with employee tax withholding requirements associated with our
stock compensation plans.
Our dividend history over the past three years is as follows:
2025
2024
2023
Total dividends paid
$483.0
$451.0
$418.5
Dividends paid per share
1.80
1.68
1.56
Percentage increase per share
7.1%
7.7%
5.4%
In November 2025, the Board of Directors approved a 6.7% increase in
the quarterly dividend from $0.45 to $0.48 per share.
Most of our cash is in our subsidiaries outside of the U.S. We manage
our worldwide cash requirements by considering available funds
among our subsidiaries through which we conduct our business and
the cost effectiveness with which those funds can be accessed. Those
balances are generally available without legal restrictions to fund ordi
nary business operations, capital projects, and future acquisitions. As
of November 30, 2025, we have $1.7 billion of earnings from our non-
U.S. subsidiaries and joint ventures that are considered indefinitely
reinvested. We have not provided any deferred taxes with respect to
items such as foreign withholding taxes, other income taxes, or foreign
exchange gains or losses with respect to these earnings. It is not prac
ticable for us to determine the amount of unrecognized tax expense on
these reinvested international earnings.
At November 30, 2025 and 2024, we temporarily used $592.5 million
and $509.2 million, respectively, of cash from our non-U.S. subsidiaries
to pay down short-term debt in the U.S. During the year, our short-
term borrowings vary, but are lower at the end of a year or quarter.
The average short-term borrowings outstanding for the years ended
November 30, 2025, 2024, and 2023 were $1,089.7 million, $1,043.1
million, and $1,121.9 million, respectively. Those average short-term
borrowings outstanding for the years ended November 30, 2025, 2024,
and 2023 included average commercial paper borrowings of $1,087.2
million, $1,033.8 million, and $1,098.4 respectively. The total average
debt outstanding for the years ended November 30, 2025, 2024, and
2023 was $4,878.6 million, $4,966.4 million, and $5,197.8 million,
respectively.
Credit and Capital Markets—The following summarizes the more
significant impacts of credit and capital markets on our business:
CREDIT FACILITIES—Cash flows from operating activities are our
primary source of liquidity for funding growth, share repurchases, divi
dends, and capital expenditures. We also rely on our revolving credit
facilities, or borrowings backed by these facilities, to fund working
capital needs and other general corporate requirements.
Our committed revolving credit facilities include a five-year $2.0
billion revolving credit facility, which will expire in May 2030. The
current pricing for the five-year credit facility, on a fully drawn basis,
is Term SOFR plus 1.125%. The pricing of that credit facility is based
on a credit rating grid that contains a fully drawn maximum pricing
of the credit facility equal to Term SOFR plus 1.50%. Also, in January
2026, we entered into a 364-day $500 million revolving credit facility,
which will expire in January 2027. The current pricing for the 364-
day credit facility, on a fully drawn basis, is Term SOFR plus 1.125%.
The pricing of the credit facility is based on a credit rating grid that
contains a fully drawn maximum pricing of the credit facility equal to
Term SOFR plus 1.50%.
The provisions of our revolving credit facilities restrict subsidiary
indebtedness and require us to maintain a minimum interest coverage
ratio. We do not expect that this covenant would limit our access to
our revolving credit facilities for the foreseeable future. The terms of
those revolving credit facilities are more fully described in Note 5 of
the notes to the consolidated financial statements.
We generally use our revolving credit facilities to support our issuance
of commercial paper. If the commercial paper market is not available
or viable, we could borrow directly under our revolving credit facilities.
These facilities are made available by a syndicate of banks, with
various commitments per bank. If any of the banks in these syndicates
are unable to perform on their commitments, our liquidity could be
impacted, which could reduce our ability to grow through funding of
39 McCormick & Company, Inc.
seasonal working capital. We engage in regular communication with
all banks participating in our credit facilities. During these commu
nications, none of the banks have indicated that they may be unable
to perform on their commitments. In addition, we periodically review
our banking and financing relationships, considering the stability of
the institutions and other aspects of the relationships. Based on these
communications and our monitoring activities, we believe our banks
will perform on their commitments. In addition to our committed
revolving credit facilities, we have uncommitted facilities of $346.9
million as of November 30, 2025 that can be withdrawn based upon
the lenders’ discretion. See Note 5 of notes to our consolidated finan
cial statements for more details on our financing arrangements.
We will continue to have cash requirements to support seasonal work
ing capital needs and capital expenditures, to pay interest, to service
debt, and to fund acquisitions. As part of our ongoing operations, we
enter into contractual arrangements that obligate us to make future
cash payments. Our primary obligations include principal and interest
payments on our outstanding short-term borrowings and long-term
debt. In the next year, our most significant debt service obligation is
the maturity of our $500.0 million, 0.90% notes due in February 2026.
Detail on these contractual obligations follows:
MATERIAL CASH REQUIREMENTS
The following table reflects a summary of our future material cash
requirements as of November 30, 2025:
Total
Less than
1 year
1–3
years
3–5
years
More than
5 years
Short-term borrowings
$ 381.4 $ 381.4
$ —
$ —
$ —
Long-term debt, including
finance leases
3,654.7
509.1
770.2
532.3
1,843.1
Interest payments(a)
834.7
110.4
190.7
224.4
309.2
Total contractual cash
obligations
$4,870.8 $1,000.9
$960.9
$756.7
$2,152.3
(a)Interest payments include expected interest payments on long-term debt.
Our short-term borrowings, principally consisting of commercial paper, have
short-term maturities. See Note 5 of notes to our consolidated financial
statements for additional information.
Our other cash requirements at November 30, 2025, include raw
material purchases, lease payments, income taxes, and pension and
postretirement benefits. We acquire various raw materials to satisfy
our obligations to our customers, and these outstanding purchase
obligations can fluctuate throughout the year based on our response
to varying raw material cycles; however, these commitments generally
do not extend past one year. In addition, we also have a series of
commercial commitments, largely consisting of standby letters of
credit. Our standby letters of credit, leases, and pension and other
post-retirement obligations are more fully described in Notes 5, 6, and
10, respectively, of notes to our consolidated financial statements.
On January 2, 2026, we acquired an additional 25% ownership
interest in McCormick de Mexico from Grupo Herdez, for $750 million
which increased our ownership interest to a 75% controlling interest.
The purchase of the additional 25% ownership interest was funded
through a combination of cash on hand and commercial paper.
These obligations impact our liquidity and capital resource needs. To
meet those cash requirements, we intend to use our existing cash,
cash equivalents and internally generated funds, to borrow under our
existing credit facilities or under other short-term borrowing facilities,
and depending on market conditions and upon the significance of the
cost of a particular debt maturity or acquisition to our then-available
sources of funds, to obtain additional short- and long-term financing.
We believe that cash provided from these sources will be adequate to
meet our future cash requirements.
PENSION ASSETS AND OTHER INVESTMENTS—We hold
investments in equity and debt securities in both our qualified defined
benefit pension plans and through a rabbi trust for our nonqualified
defined benefit pension plan. Cash contributions to pension plans,
including unfunded plans, were $9.2 million in 2025, $10.0 million in
2024, and $9.2 million in 2023. It is expected that the 2026 total pen
sion plan contributions will be approximately $13.0 million. Future
increases or decreases in pension liabilities and required cash contri
butions are highly dependent upon changes in interest rates and the
actual return on plan assets. We base our investment of plan assets,
in part, on the duration of each plan’s liabilities. Across all of our
qualified defined benefit pension plans, approximately 16% of assets
are invested in equities, 77% in fixed income investments and 7% in
other investments. Assets associated with our nonqualified defined
benefit pension plan are primarily invested in corporate-owned life
insurance, the value of which approximates an investment mix of 40%
in equities and 60% in fixed income investments. See Note 10 of
notes to our consolidated financial statements, which provides details
on our pension funding.
CUSTOMERS AND COUNTERPARTIES—See the subsequent
section of this discussion under the heading “Market Risk Sensitivity–
Credit Risk.”
PERFORMANCE GRAPH—SHAREHOLDER RETURN
The following line graph compares the yearly change in McCormick’s
cumulative total shareholder return (stock price appreciation plus
reinvestment of dividends) on McCormick’s Non-Voting Common Stock
with (1) the cumulative total return of the Standard & Poor’s 500 Stock
Price Index, assuming reinvestment of dividends, and (2) the cumu
lative total return of the Standard & Poor’s Packaged Foods & Meats
Index, assuming reinvestment of dividends.
$0
$50
$100
$150
$200
$250
11/20
11/21
11/22
11/23
11/24
11/25
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among McCormick & Co., Inc., the S&P 500 Index
and the S&P 500 Packaged Foods & Meats Index
*$100 invested on 11/30/20 in stock or index, including reinvestment of dividends.
Fiscal year ending November 30.
Copyright© 2025 Standard & Poor’s, a division of S&P Global. All rights reserved.
McCormick & Co., Inc.
S&P 500
S&P 500 Packaged Foods & Meats
2025 Annual Report 40
MARKET RISK SENSITIVITY
We utilize derivative financial instruments to enhance our ability to
manage risk, including foreign exchange and interest rate exposures,
which exist as part of our ongoing business operations. We do not
enter into contracts for trading purposes, nor are we a party to any
leveraged derivative instrument. The use of derivative financial
instruments is monitored through regular communication with senior
management and the utilization of written guidelines. The information
presented below should be read in conjunction with Notes 5 and 7 of
notes to our consolidated financial statements.
Foreign Exchange Risk—We are exposed to fluctuations in foreign
currency in the following main areas: cash flows related to raw
material purchases; the translation of foreign currency earnings to U.S.
dollars; the effects of foreign currency on loans between subsidiaries
and unconsolidated affiliates; and cash flows related to repatriation of
earnings from unconsolidated affiliates. Primary exposures include the
U.S. dollar versus the Euro, British pound sterling, Chinese renminbi,
Canadian dollar, Australian dollar, Polish zloty, Singapore dollar, Swiss
franc, and Mexican peso, as well as the Euro versus the British pound
sterling, Australian dollar, and Polish zloty, and finally the Canadian
dollar versus the British pound sterling. We routinely enter into foreign
currency exchange contracts to manage certain of these foreign
currency risks.
During 2025, the foreign currency translation component in other com
prehensive income was principally related to the impact of exchange
rate fluctuations on our net investments in our subsidiaries with a
functional currency of the Mexican peso, Euro, British pound sterling,
Swiss franc, Polish zloty, and Chinese renminbi.
We also utilize cross currency interest rate swap contracts, which
are designated as net investment hedges, to manage the impact of
exchange rate fluctuations on our net investments in subsidiaries with
a functional currency of the British pound sterling and Euro. Gains and
losses on these instruments are included in foreign currency transla
tion adjustments in accumulated other comprehensive income (loss).
The following table summarizes the foreign currency exchange
contracts held at November 30, 2025. All contracts are valued in U.S.
dollars using year-end 2025 exchange rates and have been designated
as hedges of foreign currency transactional exposures, firm commit
ments, or anticipated transactions.
FOREIGN CURRENCY EXCHANGE CONTRACTS AT
NOVEMBER 30, 2025
Currency sold
Currency received
Notional
value
Average
contractual
exchange
rate
Fair
value
British pound sterling
U.S. dollar
$258.5
1.34
$2.3
Canadian dollar
U.S. dollar
53.2
1.36
1.1
Euro
U.S. dollar
41.2
1.18
0.5
Polish zloty
U.S. dollar
8.4
3.69
(0.1)
U.S. dollar
Australian dollar
81.5
0.65
1.1
Swiss franc
U.S. dollar
82.3
0.79
(0.3)
U.S. dollar
British pound sterling
45.0
1.31
0.4
U.S. dollar
Euro
129.9
1.15
0.5
U.S. dollar
Chinese renminbi
289.4
7.04
0.6
Polish zloty
Euro
11.4
4.34
(0.2)
British pound sterling
Euro
5.8
0.88
—
We had a number of smaller contracts at November 30, 2025 with an
aggregate notional value of $11.6 million to purchase or sell other cur
rencies. The aggregate fair value of these contracts was $(0.1) million
at November 30, 2025.
At November 30, 2024, we had foreign currency exchange contracts
with an aggregate notional value of $1,034.2 million to purchase or
sell other currencies. The aggregate fair value of these contracts was
$(7.3) million at November 30, 2024.
We also utilized cross currency interest rate swap contracts that are
considered net investment hedges.
As of November 30, 2025 and 2024, we had cross currency interest
rate swap contracts of (i) $250 million notional value to receive $250
million at USD Secured Overnight Financing Rate (SOFR) plus 0.907%
and pay £194.1 million at three-month GBP SONIA plus 0.859% and
(ii) £194.1 million notional value to receive £194.1 million at three-
month GBP SONIA plus 0.859% and pay €221.8 million at three-month
Euro EURIBOR plus 0.808%. These cross-currency interest rate swap
contracts expire in August 2027.
As of November 30, 2025 and 2024, we also had cross currency inter
est rate swap contracts of (i) $250 million notional value to receive
$250 million at USD SOFR plus 0.684% and pay £184.1 million at GBP
SONIA plus 0.574% and (ii) £184.1 million notional value to receive
£184.1 million at GBP SONIA plus 0.574% and pay €219.2 million at
Euro ESTR plus 0.667%. These contracts expire in April 2030.
Interest Rate Risk—Our policy is to manage interest rate risk by
entering into both fixed and variable rate debt arrangements. We are
exposed to interest rate volatility, with primary exposures related to
movements in U.S. Treasury rates, Secured Overnight Financing Rate
(SOFR), and commercial paper rates.
We also use interest rate swaps to minimize financing costs and to
achieve a desired mix of fixed and variable rate debt. As of November 30,
2025 and 2024, we had interest rate swap contracts of $500 million
and $600 million notional value outstanding, respectively, to receive
fixed rate interest and pay variable rate interest. The table that follows
provides principal cash flows and related interest rates, excluding the
effect of interest rate swaps and the amortization of any discounts
or fees, by fiscal year of maturity at November 30, 2025. For foreign
currency-denominated debt, the information is presented in U.S. dollar
equivalents. Variable interest rates are based on the weighted-average
rates of the portfolio at the end of the year presented.
41 McCormick & Company, Inc.
YEARS OF MATURITY AT NOVEMBER 30, 2025
2026
2027
2028
2029
Thereafter
Total
Fair value
Debt
Fixed rate
$538.7
$759.8
$ 10.4
$ 20.7
$2,354.7
$3,684.3
$3,535.5
Average interest rate
1.09%
3.40%
3.45%
1.82%
3.59%
Variable rate
$351.8
$ —
$ —
$ —
$ —
$ 351.8
$ 351.8
Average interest rate
4.06%
—
—
—
—
The table above displays the debt, including finance leases, by the terms of the original debt instrument without consideration of fair value, interest
rate swaps, and any loan discounts or origination fees. Interest rate swaps have the following effects:
• We issued $750 million of 3.40% notes due in 2027 in August 2017. Forward treasury lock agreements settled upon issuance of these notes effec
tively set the interest rate on these $750 million notes at a weighted-average fixed rate of 3.44%. Separately, the fixed interest rate on $250 million
of the 3.40% notes due in August 2027 was effectively converted to a variable rate by interest rate swaps through the notes maturity in 2027. Net
interest payments are based on USD SOFR plus 0.907% with an effective variable rate of 4.98% as of November 30, 2025.
• We issued $500 million of 2.50% notes due April 15, 2030. Forward treasury lock agreements settled upon issuance of these notes effectively set
the interest rate on these $500 million notes at a weighted-average fixed rate of 2.62%. Separately, the fixed interest rate on $250 million of the
2.50% notes due in April 2030 was effectively converted to a variable rate by interest rate swaps through the notes maturity in 2030. Net interest
payments are based on USD SOFR plus 0.684% with an effective variable rate of 4.53% as of November 30, 2025.
• We issued $500 million of 4.95% notes due April 15, 2033. Forward treasury lock agreements settled upon issuance of these notes effectively set
the interest rate on these $500 million notes at a weighted-average fixed rate of 5.00%.
• We issued $500 million of 4.70% notes due October 15, 2034. Forward treasury lock agreements settled upon issuance of these notes effectively set
the interest rate on these $500 million notes at a weighted-average fixed rate of 4.68%.
Commodity Risk—We purchase certain raw materials which are
subject to price volatility caused by weather, market conditions,
growing and harvesting conditions, governmental actions, and other
factors beyond our control. In 2025, our most significant raw materials
were dairy products, pepper, garlic, onion, capsicums (red peppers
and paprika), salt, tomato products, sugar, and soybean oil. While
future movements of raw material costs are uncertain, we respond to
this volatility in a number of ways, including strategic raw material
purchases, purchases of raw material for future delivery, and customer
price adjustments. Other than soybean oil hedging transactions used
by McCormick de Mexico, we generally have not used derivatives to
manage the volatility related to this risk.
Credit Risk—The customers of our Consumer segment are predom
inantly food retailers and food wholesalers. Consolidations in these
industries have created larger customers. In addition, competition
has increased with the growth in alternative channels including mass
merchandisers, dollar stores, warehouse clubs, discount chains and
e-commerce. This has caused some customers to be less profitable
and increased our exposure to credit risk. Some of our customers and
counterparties are highly leveraged. We continue to closely monitor
the credit worthiness of our customers and counterparties. We feel
that the allowance for doubtful accounts properly recognizes trade
receivables at realizable value. We consider nonperformance credit
risk for other financial instruments to be insignificant.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
New accounting pronouncements are issued periodically that affect
our current and future operations. See Note 1 of notes to our consoli
dated financial statements for further details of these impacts.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
In preparing the financial statements, we are required to make estimates
and assumptions that have an impact on the assets, liabilities, revenue,
and expenses reported. These estimates can also affect supplemental
information disclosed by us, including information about contingencies,
risk, and financial condition. We believe, given current facts and circum
stances, our estimates and assumptions are reasonable, adhere to U.S.
GAAP and are consistently applied. Inherent in the nature of an estimate
or assumption is the fact that actual results may differ from estimates,
and estimates may vary as new facts and circumstances arise. In prepar
ing the financial statements, we make routine estimates and judgments
in determining the net realizable value of accounts receivable, inventory,
fixed assets and prepaid allowances. Our most critical accounting
estimates and assumptions, which are those that have or are reasonably
likely to have a material impact on our financial condition or results of
operations, are in the following areas:
Customer Contracts
In several of our major geographic markets, the Consumer segment
sells our products by entering into annual or multi-year customer
arrangements. Known or expected pricing or revenue adjustments,
such as trade discounts, rebates, or returns, are estimated at the
time of sale. Where applicable, future reimbursements are estimated
based on current expectations regarding what was earned through
these programs as of the balance sheet date. Key sales terms, such
as pricing and quantities ordered, are established on a frequent basis
such that most customer arrangements and related incentives have
a one-year or shorter duration. Estimates that affect revenue, such
as trade incentives and product returns, are monitored and adjusted
each period until the incentives or product returns are realized.
Certain of our customer arrangements are annual arrangements such
that the degree of estimates that affects revenue reduces as a year
progresses. We do not believe that there will be significant changes
to our estimates of customer consideration when any uncertainties are
resolved with customers.
Goodwill Impairment
Our reporting units are aligned with our operating segments.
Determining the fair value of a reporting unit involves significant
judgment and the use of estimates and assumptions, as detailed
2025 Annual Report 42
in Note 1 of our consolidated financial statements. We estimate
fair value using a discounted cash flow model, which calculates
this value by present valuing the future expected cash flows of our
reporting units with a market-based discount rate. As required by the
quantitative goodwill impairment test, we then compare the calculated
estimated fair value of each reporting unit to its carrying amount,
including intangible assets and goodwill. If the carrying amount
exceeds the estimated fair value, an impairment charge is recognized.
As of November 30, 2025, we had $5,301.3 million of goodwill recorded
in our balance sheet ($3,645.6 million in the Consumer segment and
$1,655.7 million in the Flavor Solutions segment). Our fiscal year 2025
impairment testing indicated that the estimated fair values of our
reporting units were significantly in excess of their carrying values.
Accordingly, we believe that only significant changes in the cash flow
assumptions would result in an impairment of goodwill. However,
variances between the actual performance of the businesses and the
assumptions that were used in developing the estimates of fair value
could result in impairment charges in future periods.
Indefinite-lived Intangible Asset Impairment
Our indefinite-lived intangible assets consist of brand names and
trademarks. We estimate fair values through the use of the relief-from-
royalty method and then compare those fair values to the related
carrying amounts of the indefinite-lived intangible asset. In the event
that the fair value of any of the brand names or trademarks are less
than their related carrying amounts, a non-cash impairment loss would
be recognized in an amount equal to the difference.
The estimation of fair values of our brand names and trademarks
requires us to make significant assumptions, including expectations
regarding sales and profits of the respective brands and trademarks,
related royalty rates, income tax rates, and appropriate discount
rates. These discount rates are based, in part, on current interest
rates, adjusted for our assessment of reasonable country- and
brand-specific risks, considering both past performance and antici
pated future performance of the related brand names and trademarks.
The assumptions used to assess impairment consider historical
trends, macroeconomic conditions, and projections consistent with
our operating strategy. Changes in these estimates can have a
significant impact on the assessment of fair value which could result
in material impairment losses.
As of November 30, 2025, we had $3,048.8 million of brand name
assets and trademarks recognized in our consolidated balance sheet,
and none of the balances exceeded their estimated fair values at that
date. Of the $3,048.8 million in brand name assets and trademarks
as of November 30, 2025: (i) $2,320.0 million relates to the French’s,
Frank’s RedHot, and Cattlemen’s brand names and trademarks which
we group for purposes of our impairment analysis; (ii) $380.0 million
relates to the Cholula brand names and trademarks associated with
the acquisition of Cholula in November 2020; and (iii) $348.8 million
represents various other brand name assets and trademarks with indi
vidual carrying values ranging from $0.2 million to $106.4 million. The
percentage excess of estimated fair value over respective book values
for each of our brand names and trademarks exceeded 20% as of our
fourth quarter annual impairment assessment except for three brand
names that have an aggregate carrying value of $45.0 million.
Income Taxes
We estimate income taxes and file tax returns in each taxing jurisdiction
where we operate and are required to do so. At the end of each year,
we record an estimate for income taxes in our financial statements. Tax
returns are typically filed in the third or fourth quarter of the subsequent
year. At that time, we perform a reconciliation of the estimate to
the final tax return, which may result in changes to the original
estimate. While we believe our tax return positions are appropriately
supported, tax authorities may challenge certain positions. We
evaluate our uncertain tax positions in accordance with GAAP
guidance for uncertainty in income taxes. We recognize a tax benefit
when it is more likely than not that the position will be sustained
upon examination, based on its technical merits. The tax position is
measured at the largest amount of benefit that is greater than 50
percent likely to be realized upon ultimate settlement. Any change in
judgment regarding the expected resolution of uncertain tax positions
is recognized in earnings in the quarter of such change. We believe
our reserve for uncertain tax positions, including related interest and
penalties, is adequate.
As of November 30, 2025, the Company had $14.4 million of unrecog
nized tax benefits, including interest and penalties, recorded in Other
long-term liabilities. The amounts ultimately paid upon resolution
of audits could differ materially from those previously included in
our income tax expense, potentially impacting our tax provision, net
income, and cash flows. We have also recorded valuation allowances
to reduce our deferred tax assets to the amount that is more likely
than not to be realized. In making this assessment, we have consid
ered future taxable income and tax planning strategies, both of which
involve a number of estimates, as more fully described in Note 1 of
notes to our consolidated financial statements.
Pension Benefits
Pension plan costs require the use of assumptions regarding
discount rates, investment returns, projected salary increases, and
mortality rates. We review the actuarial assumptions used in our
pension benefit reporting annually and compare them with external
benchmarks to ensure they accurately reflect our future pension
benefit obligations. While we believe these assumptions are
appropriate, changes in various factors—such as actual returns on
plan assets versus expected returns, as well as projected future rates
of return—can affect the pension expense or income recognized.
Specifically, a 1% increase or decrease in the actuarial assumption for
the discount rate would impact our 2026 pension benefit expense by
approximately $0.1 million. Similarly, a 1% increase or decrease in the
expected return on plan assets would affect the 2026 pension expense
by approximately $9.4 million.
We will continue to evaluate the appropriateness of the assumptions
used in the measurement of our pension benefit obligations. In addi
tion, see Note 10 of notes to our consolidated financial statements
for a discussion of these assumptions and the effects on the financial
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
This information is set forth in the “Market Risk Sensitivity” section
of “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and in Note 7 of our notes to consolidated
financial statements.
43 McCormick & Company, Inc.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF MANAGEMENT
We are responsible for the preparation and integrity of the consol
idated financial statements appearing in our Annual Report. The
consolidated financial statements were prepared in conformity with
United States generally accepted accounting principles and include
amounts based on our estimates and judgments. All other financial
information in this report has been presented on a basis consistent
with the information included in the financial statements.
We are also responsible for establishing and maintaining adequate
internal control over financial reporting. We maintain a system of
internal control that is designed to provide reasonable assurance as to
the fair and reliable preparation and presentation of the consolidated
financial statements, as well as to safeguard assets from unauthorized
use or disposition.
Our control environment is the foundation for our system of internal
control over financial reporting and is embodied in our Business Ethics
Policy. It sets the tone of our organization and includes factors such
as integrity and ethical values. Our internal control over financial
reporting is supported by formal policies and procedures which are
reviewed, modified and improved as changes occur in business condi
tions and operations.
The Audit Committee of the Board of Directors, which is composed
solely of independent directors, meets periodically with members of
management, the internal auditors and the independent registered
public accounting firm to review and discuss internal control over
financial reporting and accounting and financial reporting matters. The
independent registered public accounting firm and internal auditors
report to the Audit Committee and accordingly have full and free
access to the Audit Committee at any time.
We conducted an assessment of the effectiveness of our internal
control over financial reporting based on the framework in Internal
Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework). This
assessment included review of the documentation of controls, evalu
ation of the design effectiveness of controls, testing of the operating
effectiveness of controls and a conclusion on this assessment. Although
there are inherent limitations in the effectiveness of any system of
internal control over financial reporting, based on our assessment, we
have concluded with reasonable assurance that our internal control
over financial reporting was effective as of November 30, 2025.
Our internal control over financial reporting as of November 30, 2025
has been audited by Ernst & Young LLP.
Brendan M. Foley
Chairman, President &
Chief Executive Officer
Marcos M. Gabriel
Executive Vice President &
Chief Financial Officer
Gregory P. Repas
Vice President & Controller
2025 Annual Report 44
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
McCormick & Company, Incorporated
Opinion on Internal Control Over Financial Reporting
We have audited McCormick & Company, Incorporated’s internal
control over financial reporting as of November 30, 2025, based on
criteria established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion,
McCormick & Company, Incorporated (the Company) maintained, in all
material respects, effective internal control over financial reporting as
of November 30, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of November 30, 2025
and 2024, the related consolidated income statements, statements of
comprehensive income, cash flow statements and statements of share
holders’ equity for each of the three years in the period ended November
30, 2025, and the related notes and the financial statement schedule
listed in the Index at item 15(2) and our report dated January 22, 2026
expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the
accompanying Report of Management. Our responsibility is to express
an opinion on the Company’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial
Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted account
ing principles. A company’s internal control over financial report
ing includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Baltimore, Maryland
January 22, 2026
45 McCormick & Company, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
McCormick & Company, Incorporated
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets
of McCormick & Company, Incorporated (the Company) as of
November 30, 2025 and 2024, the related consolidated income state
ments, statements of comprehensive income, cash flow statements
and statements of shareholders’ equity for each of the three years in
the period ended November 30, 2025, and the related notes and finan
cial statement schedule listed in the Index at item 15(2) (collectively
referred to as the “consolidated financial statements”). In our opinion,
the consolidated financial statements present fairly, in all material
respects, the financial position of the Company at November 30, 2025
and 2024, and the results of its operations and its cash flows for
each of the three years in the period ended November 30, 2025, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of November 30,
2025, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) and our report dated
January 22, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from
the current period audit of the financial statements that was communi
cated or required to be communicated to the audit committee and that:
(1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective or
complex judgments. The communication of the critical audit matter
does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical
audit matter or on the account or disclosures to which it relates.
2025 Annual Report 46
Valuation of Indefinite-lived Intangible Assets
Description of
the Matter
At November 30, 2025, the Company’s indefinite-lived intangible assets consist of brand names and trademarks with an aggre
gate carrying value of approximately $3.0 billion. As explained in Note 1 to the consolidated financial statements, these assets
are assessed for impairment at least annually using the relief-from-royalty methodology to determine their fair values. If the fair
value of any brand name or trademark is less than its carrying amount, an impairment loss is recognized in an amount equal to
the difference.
Auditing the Company’s impairment assessments is complex due to the significant estimation required in determining the fair
value of the brand names and trademarks. Significant management judgment is also involved in determining whether individual
brand names and trademarks should be grouped for purposes of the fair value determination or must be evaluated individually.
The Company’s methodologies for estimating the fair value of these assets involve significant assumptions and inputs, including
projected financial information for net sales and operating profit by brand, royalty rates, and discount rates, all of which are
sensitive to and affected by economic, industry, and company-specific qualitative factors. These significant assumptions and
inputs are forward-looking and could be affected by future economic and market conditions.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the
Company’s indefinite-lived intangible asset impairment assessments, including controls over management’s review of its asset
groupings and the significant assumptions described above. We tested controls over the review of methodologies used, significant
assumptions and inputs, asset groupings, and completeness and accuracy of the data used in the measurements.
To test the estimated fair value of the Company’s indefinite-lived intangible assets, we performed audit procedures that included,
among others, evaluating the asset groupings used by the Company to perform its impairment assessments, assessing the meth
odologies, and testing the significant assumptions discussed above and the underlying data used by the Company in its analyses.
We compared the significant assumptions to current industry, market and economic trends, to the Company’s historical results, to
other guideline companies within the same industry, and to other relevant data. In addition, we evaluated management’s ability to
estimate net sales by comparing the current year actual net sales for certain brand names or trademarks to the estimates made in
the Company’s prior year impairment assessments. We also performed sensitivity analyses of certain significant assumptions to
evaluate the potential change in the fair values of the brand names and trademarks resulting from hypothetical changes in under
lying assumptions. We used an internal valuation specialist to assist in our evaluation of the methodologies used and significant
assumptions and inputs used by the Company to determine the estimated fair value of certain brand names and trademarks.
We have served as the Company’s auditor since 1982.
Baltimore, Maryland
January 22, 2026
47 McCormick & Company, Inc.
CONSOLIDATED INCOME STATEMENTS
for the year ended November 30 (millions except per share data)
2025
2024
2023
Net sales
$6,840.3
$6,723.7
$6,662.2
Cost of goods sold
4,248.1
4,132.7
4,159.7
Gross profit
2,592.2
2,591.0
2,502.5
Selling, general and administrative expense
1,500.3
1,521.2
1,478.3
Special charges
21.1
9.5
61.2
Operating income
1,070.8
1,060.3
963.0
Interest expense
196.2
209.4
208.2
Other income, net
38.4
47.4
43.9
Income from consolidated operations before income taxes
913.0
898.3
798.7
Income tax expense
195.8
184.0
174.5
Net income from consolidated operations
717.2
714.3
624.2
Income from unconsolidated operations
72.2
74.2
56.4
Net income
$ 789.4
$ 788.5
$ 680.6
Earnings per share—basic
$ 2.94
$ 2.94
$ 2.54
Earnings per share—diluted
$ 2.93
$ 2.92
$ 2.52
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for the year ended November 30 (millions)
2025
2024
2023
Net income
$ 789.4
$ 788.5
$ 680.6
Net income attributable to non-controlling interest
6.1
7.5
5.5
Other comprehensive income (loss):
Unrealized components of pension and other postretirement plans
14.3
(24.3)
(3.1)
Currency translation adjustments
123.4
(90.7)
92.5
Change in derivative financial instruments
(6.4)
3.3
(6.8)
Deferred taxes
(3.5)
4.6
8.0
Total other comprehensive income (loss)
127.8
(107.1)
90.6
Comprehensive income
$ 923.3
$ 688.9
$ 776.7
See Notes to Consolidated Financial Statements.
2025 Annual Report 48
CONSOLIDATED BALANCE SHEETS
at November 30 (millions)
2025
2024
Assets
Cash and cash equivalents
$ 95.9
$ 186.1
Trade accounts receivable, net of allowances
628.9
587.4
Inventories
1,272.0
1,239.9
Prepaid expenses and other current assets
141.3
125.6
Total current assets
2,138.1
2,139.0
Property, plant and equipment, net
1,448.8
1,413.0
Goodwill
5,301.3
5,227.5
Intangible assets, net
3,293.1
3,318.9
Other long-term assets
1,019.1
971.9
Total assets
$13,200.4
$13,070.3
Liabilities
Short-term borrowings
$ 381.4
$ 483.1
Current portion of long-term debt
509.1
265.2
Trade accounts payable
1,259.4
1,238.1
Other accrued liabilities
912.3
896.4
Total current liabilities
3,062.2
2,882.8
Long-term debt
3,105.8
3,593.6
Deferred taxes
835.8
840.5
Other long-term liabilities
428.5
436.6
Total liabilities
7,432.3
7,753.5
Shareholders’ equity
Common stock; 640.0 shares authorized; 14.9 and 15.7 shares issued and outstanding, respectively
582.4
587.6
Common stock non-voting; 640.0 shares authorized; 253.5 and 252.3 shares issued and
outstanding, respectively
1,700.8
1,649.6
Retained earnings
3,816.4
3,545.0
Accumulated other comprehensive loss
(363.1)
(491.2)
Total McCormick shareholders’ equity
5,736.5
5,291.0
Non-controlling interests
31.6
25.8
Total shareholders’ equity
5,768.1
5,316.8
Total liabilities and shareholders’ equity
$13,200.4
$13,070.3
See Notes to Consolidated Financial Statements.
49 McCormick & Company, Inc.
CONSOLIDATED CASH FLOW STATEMENTS
for the year ended November 30 (millions)
2025
2024
2023
Operating activities
Net income
$ 789.4
$ 788.5
$ 680.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
231.3
208.8
199.3
Stock-based compensation
46.2
47.4
63.4
Loss on the sale of a business
—
—
1.2
(Gain) loss on sale of assets
—
(2.1)
0.2
Deferred income tax benefit
(6.5)
(30.3)
(5.4)
Income from unconsolidated operations
(72.2)
(74.2)
(56.4)
Changes in operating assets and liabilities (net of effect of businesses acquired
and disposed)
Trade accounts receivable
(14.7)
(20.5)
3.4
Inventories
23.9
(125.0)
225.0
Trade accounts payable
1.2
135.1
(68.1)
Other assets and liabilities
(94.2)
(72.6)
109.0
Dividends received from unconsolidated affiliates
57.8
66.8
85.1
Net cash flow provided by operating activities
962.2
921.9
1,237.3
Investing activities
Acquisition of business
(34.1)
—
—
Proceeds from sale of business
—
—
1.0
Capital expenditures (including software)
(221.8)
(274.9)
(263.9)
Other investing activities
0.7
5.9
2.4
Net cash flow used in investing activities
(255.2)
(269.0)
(260.5)
Financing activities
Short-term borrowings (repayments), net
(101.4)
211.1
(964.6)
Long-term debt borrowings
2.7
495.5
496.4
Payment of debt issuance costs
—
(1.0)
(1.1)
Long-term debt repayments
(267.9)
(801.1)
(268.1)
Proceeds from exercised stock options
20.9
17.5
16.6
Taxes withheld and paid on employee stock awards
(13.2)
(9.0)
(10.8)
Common stock acquired by purchase
(34.8)
(53.1)
(35.7)
Dividends paid
(483.0)
(451.0)
(418.5)
Other financing activities
35.8
8.0
1.6
Net cash flow used in financing activities
(840.9)
(583.1)
(1,184.2)
Effect of exchange rate changes on cash and cash equivalents
43.7
(50.3)
40.0
Increase (decrease) in cash and cash equivalents
(90.2)
19.5
(167.4)
Cash and cash equivalents at beginning of year
186.1
166.6
334.0
Cash and cash equivalents at end of year
$ 95.9
$ 186.1
$ 166.6
See Notes to Consolidated Financial Statements.
2025 Annual Report 50
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(millions)
Common
Stock
Shares
Common
Stock
Non-Voting
Shares
Common
Stock
Amount
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Non-controlling
Interests
Total
Shareholders’
Equity
Balance, November 30, 2022
17.4
250.6
$2,138.6
$3,022.5
$ (480.6)
$18.7
$4,699.2
Net income
—
680.6
—
—
680.6
Net income attributable to non-controlling interest
—
—
—
5.5
5.5
Other comprehensive income (loss), net of tax
—
—
92.0
(1.4)
90.6
Dividends
—
(426.6)
—
—
(426.6)
Stock-based compensation
63.4
—
—
—
63.4
Shares purchased and retired
(0.6)
—
(20.6)
(26.8)
—
—
(47.4)
Shares issued
0.7
—
18.2
—
—
—
18.2
Equal exchange
(0.7)
0.7
—
—
—
—
—
Balance, November 30, 2023
16.8
251.3
$2,199.6
$3,249.7
$ (388.6)
$22.8
$5,083.5
Net income
—
788.5
—
—
788.5
Net income attributable to non-controlling interest
—
—
—
7.5
7.5
Other comprehensive income (loss), net of tax
—
—
(102.6)
(4.5)
(107.1)
Dividends
—
(459.1)
—
—
(459.1)
Stock-based compensation
47.4
—
—
—
47.4
Shares purchased and retired
(0.9)
—
(29.6)
(34.1)
—
—
(63.7)
Shares issued
0.8
—
19.8
—
—
—
19.8
Equal exchange
(1.0)
1.0
—
—
—
—
—
Balance, November 30, 2024
15.7
252.3
$2,237.2
$3,545.0
$ (491.2)
$25.8
$5,316.8
Net income
789.4
—
—
789.4
Net income attributable to non-controlling interest
—
—
—
6.1
6.1
Other comprehensive income (loss), net of tax
—
—
128.1
(0.3)
127.8
Dividends
—
(491.2)
—
—
(491.2)
Stock-based compensation
46.2
—
—
—
46.2
Shares purchased and retired
(0.6)
—
(24.6)
(26.8)
—
—
(51.4)
Shares issued
0.9
0.1
24.4
—
—
—
24.4
Equal exchange
(1.1)
1.1
—
—
—
—
—
Balance, November 30, 2025
14.9
253.5
$2,283.2
$3,816.4
$(363.1)
$31.6
$5,768.1
See Notes to Consolidated Financial Statements.
51 McCormick & Company, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements include the accounts of our majority-owned
or controlled subsidiaries and affiliates. Intercompany transactions
have been eliminated. Investments in unconsolidated affiliates, over
which we exercise significant influence, but not control, are accounted
for by the equity method. Accordingly, our share of net income or loss
from unconsolidated affiliates is included in net income. Certain prior
period amounts have been reclassified to conform with the current
period presentation.
Foreign Currency Translation
For majority-owned or controlled subsidiaries and affiliates located
outside of the U.S. that use functional currencies other than the U.S.
dollar, asset and liability accounts are translated at the exchange rates
in effect at the balance sheet date. The resulting translation adjust
ments are included in accumulated other comprehensive income (loss),
which is a separate component of shareholders’ equity. Income and
expense items are translated at average monthly exchange rates.
Gains and losses from foreign currency transactions of these
majority-owned or controlled subsidiaries and affiliates—specifically,
transactions denominated in currencies other than their functional
currency—are included in net income, except for intercompany trans
actions designated as long-term investments.
Our unconsolidated affiliates located outside the U.S. generally use
their local currencies as their functional currencies. The asset and lia
bility accounts of those unconsolidated affiliates are translated at the
rates of exchange at the balance sheet date, with the resultant transla
tion adjustments included in accumulated other comprehensive income
(loss) of those affiliates. Income and expense items of those affiliates
are translated at average monthly rates of exchange. We record our
ownership share of the net assets and accumulated other comprehen
sive income (loss) of our unconsolidated affiliates in our consolidated
balance sheet on the lines entitled “Other long-term assets” and
“Accumulated other comprehensive loss,” respectively. We record our
ownership share of the net income of our unconsolidated affiliates, or
a gain or loss associated with the sale of our ownership interest in our
unconsolidated affiliates, in our consolidated income statement on the
line entitled “Income from unconsolidated operations.”
Use of Estimates
Preparation of financial statements that follow accounting principles
generally accepted in the U.S. requires us to make estimates and
assumptions that affect the amounts reported in the financial state
ments and notes. Actual amounts could differ from these estimates.
Cash and Cash Equivalents
All highly liquid investments purchased with an original maturity of
three months or less are classified as cash equivalents.
Inventories
Inventories are stated at the lower of cost or net realizable value.
Cost is determined under the first-in, first-out costing method (FIFO),
including the use of average costs which approximate FIFO.
Property, Plant and Equipment
Property, plant and equipment is stated at historical cost and depre
ciated over its estimated useful life using the straight-line method for
financial reporting and both accelerated and straight-line methods
for tax reporting. The estimated useful lives range from 20 to 50 years
for buildings and 3 to 15 years for machinery, equipment and other
assets. Assets leased under finance leases are depreciated over the
shorter of the lease term or their estimated useful lives unless it is
reasonably certain that we will obtain ownership by the end of the
lease term. Repairs and maintenance costs are expensed as incurred.
Computer Software
We capitalize costs of software developed or obtained for internal
use. Capitalized software development costs include only (1) direct
costs paid to others for materials and services to develop or buy the
software, (2) payroll and payroll-related costs for employees who work
directly on the software development project, and (3) interest costs
while developing the software. Capitalization of these costs stops, and
amortization begins, when the project is substantially complete and
ready for use.
Capitalized software is classified within “Other long-term assets”
in the consolidated balance sheet. Software is amortized using the
straight-line method over estimated useful lives ranging from 3 to 13
years, but not exceeding the expected life of the product.
Goodwill and Other Intangible Assets
We review the carrying value of goodwill and indefinite-lived intan
gible assets and conduct tests of impairment on an annual basis as
described below. We also test goodwill for impairment if events or
circumstances indicate it is more likely than not that the fair value of
a reporting unit is below its carrying amount and test indefinite-lived
intangible assets for impairment if events or changes in circumstances
indicate that the asset might be impaired. Separable intangible assets
that have finite useful lives are amortized over those lives.
Determining the fair value of a reporting unit or an indefinite-lived
purchased intangible asset is judgmental in nature and involves the
use of significant estimates and assumptions. These estimates and
assumptions include revenue growth rates and operating margins used
to calculate projected future cash flows, risk-adjusted discount rates,
assumed royalty rates, future economic and market conditions and
determination of appropriate market comparables. We base our fair
value estimates on assumptions we believe to be reasonable but that
are unpredictable and inherently uncertain. Actual future results may
differ from these estimates.
Goodwill Impairment. Our reporting units used to assess potential
goodwill impairment are the same as our business segments. We
estimate the fair value of a reporting unit by using a discounted cash
flow model and then compare that to the carrying amount of the
reporting unit, including intangible assets and goodwill. An impairment
charge would be recognized to the extent that the carrying amount of
the reporting unit exceeds the estimated fair value of the reporting unit.
Indefinite-lived Intangible Asset Impairment. Our indefinite-lived
intangible assets consist of acquired brand names and trademarks.
We estimate fair value by using a relief-from-royalty method and then
compare that to the carrying amount of the indefinite-lived intangible
asset. If the carrying amount of the indefinite-lived intangible asset
exceeds its estimated fair value, an impairment charge would be
recorded to the extent the recorded indefinite-lived intangible asset
exceeds the fair value.
2025 Annual Report 52
Long-lived Asset Impairment
Fixed assets and amortizable intangible assets are reviewed for
impairment as events or changes in circumstances occur indicating
that the carrying value of the asset may not be recoverable. Undis
counted cash flow analyses are used to determine if an impairment
exists. If an impairment is determined to exist, the loss would be
calculated based on the excess of the asset’s carrying value over its
estimated fair value.
Accounts Payable—Supplier Finance Program
In order to manage our cash flow and related liquidity, we work with
our suppliers to optimize our terms and conditions, which include the
extension of payment terms. We offer certain suppliers access to a
third-party Supply Chain Finance program (SCF) with several global
financial institutions (SCF Banks). The terms of our payment obligation
are not impacted by a supplier’s participation in the SCF. Under the
SCF, qualifying suppliers may elect to sell their receivables from us to
a SCF Bank. These participating suppliers negotiate their receivables
sales arrangements directly with the respective SCF Bank. While we
are not party to those agreements, the SCF Banks allow the partici
pating suppliers to utilize our creditworthiness in establishing credit
spreads and associated costs. This generally provides the suppliers
with more favorable terms than they would be able to secure on their
own. We have no economic interest in a supplier’s decision to sell a
receivable. Once a qualifying supplier elects to participate in the SCF
and reaches an agreement with a SCF Bank, the supplier elects which
of our individual invoices they sell to the SCF bank. Regardless of
whether an individual invoice is sold by the supplier to the SCF Bank,
all of our payments to participating suppliers are paid to the SCF Bank
on the invoice due date. The SCF Bank pays the supplier on the invoice
due date for any invoices that were not previously sold by the supplier
to the SCF Bank.
Our current payment terms with our suppliers, which we deem to be
commercially reasonable, generally range from zero to 180 days
dependent upon their respective industry and geography. All outstand
ing amounts related to suppliers participating in the SCF are recorded
within the line entitled “Trade accounts payable” in our consolidated
balance sheets, and the associated payments are included in operating
activities within our consolidated cash flow statement.
The following table presents a roll forward of our obligations relating
to suppliers participating in the SCF program for the year ended
November 30, 2025:
(millions)
2025
Obligation at beginning of year
$ 417.4
Invoice amounts added
1,124.8
Invoice amounts paid
(1,209.7)
Foreign currency translation and other adjustments
(0.4)
Obligation at end of year
$ 332.1
Leases
We determine whether a contract is or contains a lease at contract
inception based on the presence of identified assets and our right
to obtain substantially all the economic benefit from or to direct the
use of such assets. When we determine a lease exists, we record a
right-of-use (“ROU”) asset and corresponding lease liability on our
consolidated balance sheet. ROU assets represent our right to use
an underlying asset for the lease term. Lease liabilities represent our
obligation to make lease payments arising from the lease. ROU assets
are recognized at the lease commencement date at the value of the
lease liability and are adjusted for any prepayments, lease incentives
received, and initial direct costs incurred. Lease liabilities are recog
nized at the lease commencement date based on the present value of
remaining lease payments over the lease term. As the discount rate
implicit in the lease is not readily determinable in most of our leases,
we use our incremental borrowing rate based on the information
available at the lease commencement date in determining the present
value of lease payments. Our lease terms include options to extend or
terminate the lease when it is reasonably certain that we will exercise
that option. We do not record lease contracts with a term of 12 months
or less on our consolidated balance sheets.
When our real estate lease arrangements include lease and non-lease
components (for example, common area maintenance), we account for
each component separately, based on their relative standalone prices.
For all other asset categories, we combine lease components and non-
lease components into a single lease commitment.
We recognize fixed lease expense for operating leases on a straight-
line basis over the lease term. For finance leases, we recognize
amortization expense over the shorter of the estimated useful life of
the underlying assets or the lease term. In instances of title transfer,
expense is recognized over the useful life. Interest expense on a
finance lease is recognized using the effective interest method over
the lease term.
Revenue Recognition
We manufacture, market, and distribute spices, seasoning mixes,
condiments and other flavorful products to the entire food industry—
retailers, food manufacturers, and foodservice businesses. Our reve
nue arrangements generally include a single performance obligation
relating to the fulfillment of a customer order, which in some cases
is governed by a master sales agreement, for the purchase of our
products. We recognize revenue at a point in time when control of
the ordered products passes to the customer, which principally occurs
either upon shipment or delivery to the customer or upon pick-up
by the customer, depending upon terms included in the particular
customer arrangement. Revenues are recorded net of trade and sales
incentives and estimated product returns. Known or expected pricing
or revenue adjustments, such as trade discounts, rebates and returns,
are estimated at the time of sale. All taxes assessed by a governmen
tal authority that are both imposed on and concurrent with a specific
revenue-producing transaction and collected by us from a customer for
sales, value added and other excise taxes are excluded from net sales.
We account for product shipping and handling activities that occur
before the customer has obtained control of a good as fulfillment
activities (i.e., an expense) rather than as a promised service with
costs for these activities recorded within Cost of goods sold. We
expense any incremental costs of obtaining a contract when the
contract is for a period of one year or less.
Amounts billed and due from our customers are classified as accounts
receivable on the balance sheet and require payment on a short-term
basis. Our allowance for doubtful accounts represents our estimate of
probable non-payments and credit losses in our existing receivables,
as determined based on a review of past due balances and other
specific account data.
53 McCormick & Company, Inc.
The following table sets forth our net sales by the Americas, Europe,
Middle East and Africa (EMEA), and Asia/Pacific (APAC) geographic
regions:
(millions)
Americas
EMEA
APAC
Total
2025
$4,867.8
$1,268.5
$704.0
$6,840.3
2024
$4,801.9
$1,239.3
$682.5
$6,723.7
2023
$4,756.9
$1,212.8
$692.5
$6,662.2
Performance Obligations. Our revenues primarily result from con
tracts or purchase orders with customers, which generally are both
short-term in nature and have a single performance obligation—the
delivery of our products to customers. We assess the goods and
services promised in our customers’ contracts or purchase orders and
identify a performance obligation for each promise to transfer a good
or service (or bundle of goods or services) that is distinct. To identify
the performance obligations, we consider all the goods or services
promised, whether explicitly stated or implied based on customary
business practices.
Significant Judgments. Sales are recorded net of trade and sales
incentives and estimated product returns. Known or expected pricing
or revenue adjustments, such as trade discounts, rebates or returns,
are estimated at the time of sale. Where applicable, future reimburse
ments are estimated based on a combination of historical patterns and
the Company’s then-current expectations regarding what was earned
through these programs as of the balance sheet date. Key sales terms,
such as pricing and quantities ordered, are established on a frequent
basis such that most customer arrangements and related incentives
have a one-year or shorter duration. Estimates that affect revenue,
such as trade incentives and product returns, are monitored and
adjusted each period until the incentives or product returns are real
ized. The adjustments recognized during the years ended November
30, 2025, 2024, and 2023 resulting from updated estimates of revenue
for prior year product sales were not significant. The unsettled portion
remaining in accrued liabilities for these activities was $228.8 million
and $206.4 million at November 30, 2025 and 2024, respectively.
Shipping and Handling
Shipping and handling costs on our products sold to customers related
to activities that occur before the customer has obtained control of
a good are included in cost of goods sold in the consolidated income
statement.
Brand Marketing Support
Total brand marketing support costs, which are included in our
consolidated income statement in the line entitled “Selling, general
and administrative expense,” were $276.7 million, $265.0 million, and
$247.1 million for 2025, 2024, and 2023, respectively. Brand marketing
support costs include advertising and promotions but exclude trade
funds paid to customers for such activities. All trade funds paid to
customers are reflected in the consolidated income statement as
a reduction of net sales. Promotion costs include public relations,
shopper marketing, social marketing activities, general consumer pro
motion activities and depreciation of assets used in these promotional
activities. Advertising costs include the development, production and
communication of advertisements through television, digital, print and
radio. Development and production costs are expensed in the period in
which the advertisement is first run. All other costs of advertising are
expensed as incurred. Advertising expense was $225.1 million, $218.8
million, and $198.1 million for 2025, 2024, and 2023, respectively.
Research and Development
Research and development costs are expensed as incurred and are
included in our consolidated income statement in the line entitled
“Selling, general and administrative expense.” Research and develop
ment expense was $106.1 million, $102.9 million, and $94.9 million for
2025, 2024, and 2023, respectively.
Income Taxes
Income taxes are recognized in accordance with the liability method
of accounting. Deferred taxes are recognized for the estimated
taxes ultimately payable or recoverable based on enacted tax law.
Inherent in determining our annual tax rate are judgments regarding
business plans, planning opportunities, and expectations about future
outcomes. Realization of certain deferred tax assets, primarily net
operating loss and other carryforwards, is dependent upon generating
sufficient taxable income in the appropriate jurisdiction prior to the
expiration of the carryforward periods. Changes in enacted tax rates
are reflected in the tax provision as they occur.
We record valuation allowances to reduce deferred tax assets to the
amount that is more likely than not to be realized. When assessing the
need for valuation allowances, we consider future taxable income and
ongoing prudent and feasible tax planning strategies. Should a change
in circumstances lead to a change in judgment about the realizabil
ity of deferred tax assets in future years, we would adjust related
valuation allowances in the period that the change in circumstances
occurs, along with a corresponding adjustment to our provision for
income taxes.
We recognize a tax position in our financial statements when it is
more likely than not that the position will be sustained upon examina
tion based on the technical merits of the position. That position is then
measured at the largest amount of benefit that is greater than 50 per
cent likely of being realized upon ultimate settlement. The resolution
of tax reserves and changes in valuation allowances could be material
to our results of operations for any period but is not expected to be
material to our financial position.
We are subject to a U.S. tax requirement that certain income earned
by foreign subsidiaries, referred to as Global Intangible Low-Taxed
Income (GILTI), must be included in the gross income of the subsidiary’s
U.S. shareholder. Accounting principles generally accepted in the U.S.
provide for an accounting policy election of either recognizing deferred
taxes for temporary differences expected to reverse as GILTI in future
years or recognizing such taxes as a current period expense when
incurred. We have elected to treat GILTI as a current period expense
when incurred.
Stock-Based Compensation
We recognize stock-based compensation expense associated with
options and restricted stock units (RSUs), which contain provisions that
such awards fully vest upon an employee’s retirement, ratably over the
shorter of the vesting period or the employees’ retirement eligibility
date. Accordingly, we recognize stock-based compensation associ
ated with options and RSUs subject to immediate retirement eligible
vesting provisions on the date of grant.
Compensation expense associated with our long-term performance
plan (LTPP) is recorded in the income statement over the three-year
period of the program based on the number of shares ultimately
expected to be awarded using our estimate of the most likely outcome
of achieving the performance objectives.
2025 Annual Report 54
We recognize stock-based compensation expense associated with
price-vested stock options ratably over the vesting period as such
options do not contain provisions that fully vest these awards upon an
employee becoming retirement eligible.
We estimate forfeitures associated with all stock-based compensation
at the time of grant based on historical experience and revise this
estimate in subsequent periods if actual forfeitures differ.
Derivative Instruments
We record all derivatives on our balance sheet at fair value. The fair
value of derivative instruments is recorded in our consolidated balance
sheet on the lines entitled “Other current assets,” “Other long-term
assets,” “Other accrued liabilities,” or “Other long-term liabilities”
depending on their fair value and maturity. Gains and losses repre
senting either hedge ineffectiveness, hedge components excluded
from the assessment of effectiveness, or hedges of translational
exposure are recorded in our consolidated income statement in the
lines entitled “Other income (expense), net” or “Interest expense.” In
our consolidated cash flow statement, settlements of cash flow and
fair value hedges are classified as operating activities; settlements of
all other derivative instruments, including instruments for which hedge
accounting has been discontinued, are classified consistent with the
nature of the instruments.
Cash flow hedges. Qualifying derivatives are accounted for as cash
flow hedges when the hedged item is a forecasted transaction. Gains
and losses on these instruments are recorded in our consolidated
balance sheet on the line entitled “Accumulated other comprehensive
income (loss)” until the underlying transaction is recorded in earnings.
When the hedged item is realized, gains or losses are reclassified from
“Accumulated other comprehensive income (loss)” in our consolidated
balance sheet to our consolidated income statement on the same line
items as the underlying transactions.
Fair value hedges. Qualifying derivatives are accounted for as fair
value hedges when the hedged item is a recognized asset, liability, or
firm commitment. Gains and losses on these instruments are recorded
in earnings, offsetting gains and losses on the hedged item.
Net investment hedges. Qualifying derivative and nonderivative finan
cial instruments are accounted for as net investment hedges when the
hedged item is a nonfunctional currency investment in a subsidiary.
Gains and losses on these instruments are included in foreign currency
translation adjustments, a component of “Accumulated other compre
hensive income (loss)“ in our consolidated balance sheet.
Employee Benefit and Retirement Plans
We sponsor defined benefit pension plans in the U.S. and certain
foreign locations. In addition, we sponsor defined contribution plans
in the U.S. We contribute to defined contribution plans in locations
outside the U.S., including government-sponsored retirement plans.
We also currently provide postretirement medical and life insurance
benefits to certain U.S. employees and retirees.
We recognize the overfunded or underfunded status of our defined
benefit pension plans as an asset or a liability in our balance sheet,
with changes in the funded status recorded through other comprehen
sive income in the year in which those changes occur.
The expected return on plan assets is determined using the expected
rate of return and a calculated value of plan assets referred to as the
market-related value of plan assets. Differences between assumed
and actual returns are amortized to the market-related value of assets
on a straight-line basis over five years.
We use the corridor approach in the valuation of defined benefit
pension and postretirement benefit plans. The corridor approach defers
all actuarial gains and losses resulting from variances between actual
results and actuarial assumptions. Those unrecognized gains and
losses are amortized when the net gains and losses exceed 10% of
the greater of the market-related value of plan assets or the projected
benefit obligation at the beginning of the year. The amount in excess of
the corridor is amortized over the average remaining life expectancy
of retired plan participants, for plans whose benefits have been frozen,
or the average remaining service period to retirement date of active
plan participants.
Accounting Pronouncements Adopted in 2023
In March 2020, the FASB issued ASU No. 2020-04 Reference Rate
Reform (Topic 848): Facilitation of the Effects of Reference Rate
Reform on Financial Reporting that provides optional expedients for a
limited period of time for accounting for contracts, hedging relation
ships, and other transactions affected by the London Interbank Offered
Rate (LIBOR) or other reference rates expected to be discontinued.
These optional expedients could be applied from March 2020 through
December 31, 2022. In December 2022, the FASB issued ASU No.
2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset
Date of Topic 848 which deferred the sunset date of Topic 848 from
December 31, 2022 to December 31, 2024. The phase out of LIBOR ref
erence rates occurred at different times and began on January 1, 2022.
During 2022 and 2023, we amended our interest rate swaps expiring
in November 2025 and August 2027, the cross-currency interest rate
swap expiring in August 2027, and our five-year revolving credit facil
ity expiring in July 2026 to no longer use LIBOR. Our adoption of this
standard was completed during 2023. There was no material impact
to our consolidated financial statements associated with adopting this
new standard.
Accounting Pronouncements Adopted in 2023 and 2025
In September 2022, the FASB issued ASU No. 2022-04: Liabilities—
Supplier Finance Programs (Topic 450-50): Disclosure of Supplier
Finance Program Obligations that requires entities that use supplier
finance programs in connection with the purchase of goods and ser
vices to disclose the key terms of the programs and information about
obligations outstanding at the end of the reporting period, including a
roll-forward of those obligations. The guidance does not affect the rec
ognition, measurement, or financial statement presentation of supplier
finance program obligations. We met the requirements to disclose
the key terms of the programs and information about obligations out
standing effective November 30, 2023. The requirement to include a
roll-forward of the obligations is effective for our annual period ending
November 30, 2025. We include disclosure regarding the key terms of
our program and a roll forward of the obligation outstanding in Note 1.
The adoption of the new standard did not have a material impact on
our consolidated financial statements.
55 McCormick & Company, Inc.
Accounting Pronouncements Adopted in 2025
In November 2023, the FASB issued ASU No. 2023-07: Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclo
sures that requires entities to report incremental information about
significant segment expenses included in a segment’s profit or loss
measure as well as the position and title of the chief operating deci
sion maker. The guidance also requires interim disclosures related to
reportable segment profit or loss and assets that had previously only
been disclosed annually. The new standard requirements are effective
for our annual period ending November 30, 2025 and interim periods of
our fiscal year ending November 30, 2026. We include significant seg
ment expenses and the required disclosure about our chief operating
decision maker in Note 15. The adoption of the new standard did not
have a material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements—Pending
Adoption
In December 2023, the FASB issued ASU No. 2023-09: Income Taxes
(Topic 740): Improvements to Income Tax Disclosures that requires
entities to disclose additional information about federal, state, and
foreign income taxes primarily related to the income tax rate reconcili
ation and income taxes paid. The new standard also eliminates certain
existing disclosure requirements related to uncertain tax positions and
unrecognized deferred tax liabilities. The guidance is effective for our
fiscal year ending November 30, 2026. The guidance does not affect
recognition or measurement in our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03: Income
Statement—Reporting Comprehensive Income—Expense Disag
gregation Disclosures (Subtopic 220-40) that requires more detailed
disclosure about certain costs and expenses presented in the income
statement, including inventory purchases, employee compensation,
selling expense and depreciation expense. The guidance is effective
for our annual period ending November 30, 2028 and our interim
periods during the fiscal year ending November 30, 2029. The guid
ance does not affect recognition or measurement in our consolidated
financial statements.
In September 2025, the FASB issued ASU No. 2025-06: Intangibles—
Goodwill and Other—Internal-Use Software (Topic 350-40): Targeted
Improvements to the Accounting for Internal-Use Software that changes
the guidance on when to begin capitalizing costs to develop internal-
use software. The guidance does not change the types of costs that
are capitalizable. The guidance permits prospective adoption for our
fiscal year ending November 30, 2028. We are currently evaluating the
impact that the new guidance will have on our consolidated financial
statements.
In November 2025, the FASB issued ASU No. 2025-09: Derivatives
and Hedging (Topic 815), Hedge Accounting Improvements that better
aligns the hedge accounting model with risk management activities.
The guidance is effective for our fiscal year ending November 30,
2028, with early adoption permitted. We are currently evaluating the
impact that the new guidance will have on our consolidated financial
statements and our date of adoption.
2. SPECIAL CHARGES
The following is a summary of special charges, including transaction
and integration expenses, recognized for the years ended November
30 (in millions):
2025
2024
2023
Employee severance and related benefits
$15.9
$2.7
$34.4
Other costs
3.3
6.8
26.8
Transaction and integration expenses
1.9
—
—
Special charges
$21.1
$9.5
$61.2
Transaction and integration expenses included
in cost of goods sold
2.1
—
—
Total special charges
$23.2
$9.5
$61.2
Special Charges
In our consolidated income statement, we include a separate line item
captioned “Special charges” in arriving at our consolidated operat
ing income. Special charges consist of expenses associated with
certain actions undertaken to reduce fixed costs, simplify or improve
processes, and improve our competitiveness. These charges are of
such significance in terms of both up-front costs and organizational/
structural impact to require advance approval by our Management
Committee, comprised of our senior management, including our Chair
man, President and Chief Executive Officer. Expenses associated with
the approved action are classified as special charges upon recognition
and monitored on an ongoing basis through completion. Certain ancil
lary expenses related to these actions approved by our Management
Committee do not qualify for accrual upon approval but are included as
special charges as incurred during the course of the actions.
We continue to evaluate changes to our organizational structure to
reduce fixed costs, simplify or improve processes, and improve our
competitiveness.
During 2025, we recognized $19.2 million of special charges, consist
ing of $15.9 million in employee severance and related benefit costs
related to global selling, general and administrative streamlining
actions approved by our Management Committee and $3.3 million
associated with other actions.
During 2024, we recognized $9.5 million of special charges, consist
ing of $4.5 million associated with our GOE program, as more fully
described below, and $5.0 million associated with the transition of a
manufacturing facility in EMEA, as more fully described below.
During 2023, we recognized $61.2 million of special charges, consist
ing principally of $42.8 million associated with our GOE program, as
more fully described below, $8.7 million associated with the transition
of a manufacturing facility in EMEA, as more fully described below,
and streamlining actions of $8.8 million in the Americas region, and
$0.9 million in the EMEA region.
As of November 30, 2025 and 2024, reserves associated with special
charges of $4.7 million and $2.7 million respectively, are included in
“Other accrued liabilities” in our consolidated balance sheet.
2025 Annual Report 56
In 2022, our Management Committee approved the Global Operating
Effectiveness (GOE) program. The GOE program included a voluntary
retirement plan, which included enhanced separation benefits to
certain U.S. employees aged 55 years or older with at least ten years
of service to the Company. This voluntary retirement plan commenced
in November 2022 and participants were required to submit their
notifications by December 30, 2022. The total cost of the GOE pro
gram, which was recognized as special charges in our consolidated
income statement during the three year period ending November 30,
2024, was $52.9 million, primarily including employee severance and
related benefit costs. Special charges recognized during the year
ended November 30, 2024 included $4.2 million in severance and
related benefit costs and $0.3 million of third-party expenses and other
costs. Special charges recognized during the year ended November 30,
2023 included $19.7 million associated with the voluntary retirement
plan, $13.4 million of employee severance and related benefit costs
and $9.7 million of third-party expenses and other costs.
In 2022, our Management Committee approved an initiative to consol
idate our manufacturing operations in the United Kingdom into a net-
zero carbon condiments manufacturing and distribution center facility
with state-of-the-art technology. These changes to our supply chain
operations were implemented to improve profitability by consolidating
our operations into a scalable platform while expanding our capacity.
The total cost of this initiative was $41.4 million which was recognized
as special charges in our consolidated income statement through
2024, including employee severance and related benefit costs, accel
erated depreciation, equipment relocation costs, decommissioning and
other property related lease exit costs. During 2024, we recognized a
reversal of $1.5 million associated with severance and related benefit
costs, based on a change in estimate, and $6.5 million in third-party
expenses and other costs. During 2023, we recognized $1.6 million in
accelerated depreciation and $7.1 million in third party expenses and
other costs.
Transaction and Integration Expenses
On March 31, 2025, we purchased substantially all of the assets of
Jurado, Inc. (Jurado), a supplier of chili mash located in Las Cruces,
New Mexico. The purchase price for Jurado was $38.1 million,
including $14.3 million associated with a customary purchase price
adjustment and $4.0 million of payments to be made in $2.0 million
installments on the first and second anniversary of the acquisition date.
The valuation of the acquired assets resulted in $32.3 million allocated
to tangible assets acquired, $2.7 million allocated to other intangible
assets, and $3.1 million allocated to goodwill, which is deductible for
tax purposes. Tangible assets principally consist of $26.4 million of raw
material and work-in-process inventory which were valued using a net
realizable value approach, resulting in a step-up of $2.1 million that
was recognized in cost of goods sold as the related inventory was sold,
and property, plant and equipment of $5.8 million. The determination of
the fair value of the acquired Jurado assets was finalized during 2025.
The results of Jurado’s operations have been included in our financial
statements from the date of the acquisition and are not material.
During 2025, we recorded $4.0 million of transaction and integration
costs which includes the step-up of acquired Jurado inventory recog
nized in cost of goods sold of $2.1 million and transaction costs of $1.9
million recognized in special charges.
The following is a summary of special charges by business segments
for the years ended November 30 (in millions):
2025
2024
2023
Consumer segment
$13.6
$3.4
$35.8
Flavor Solutions segment
9.6
6.1
25.4
Total special charges
$23.2
$9.5
$61.2
3. GOODWILL AND INTANGIBLE ASSETS
The following table displays intangible assets as of November 30:
2025
2024
(millions)
Gross
carrying
amount
Accumulated
amortization
Gross
carrying
amount
Accumulated
amortization
Definite-lived
intangible assets
$ 546.9
$302.6
$ 537.5
$262.5
Indefinite-lived
intangible assets:
Goodwill
5,301.3
—
5,227.5
—
Brand names and
trademarks
3,048.8
—
3,043.9
—
8,350.1
—
8,271.4
—
Total goodwill and
intangible assets
$8,897.0
$302.6
$8,808.9
$262.5
Intangible asset amortization expense was $35.2 million, $35.0 million,
and $34.9 million for 2025, 2024, and 2023, respectively. At November 30,
2025, definite-lived intangible assets had a weighted-average remaining
life of approximately 8 years.
Amortization expense for the next five years, based on intangible asset
balances as of November 30, 2025, is estimated to be as follows:
2026
$ 35.7
2027
33.9
2028
32.7
2029
28.0
2030
25.9
The changes in the carrying amount of goodwill by segment for the
years ended November 30 were as follows:
2025
2024
(millions)
Consumer
Flavor
Solutions
Consumer
Flavor
Solutions
Beginning of year
$3,583.1
$1,644.4
$3,609.6
$1,650.5
Acquisition
1.6
1.5
—
—
Foreign currency
fluctuations
60.9
9.8
(26.5)
(6.1)
End of year
$3,645.6
$1,655.7
$3,583.1
$1,644.4
4. INVESTMENTS IN AFFILIATES
Income from unconsolidated operations was $72.2 million, $74.2
million, and $56.4 million in 2025, 2024, and 2023, respectively. Our
principal earnings from unconsolidated affiliates are from our 50%
interest in McCormick de Mexico. Profit from this joint venture rep
resented 93% of income from unconsolidated operations in 2025 and
95% in both 2024 and 2023.
57 McCormick & Company, Inc.
Summarized annual and year-end information from the financial
statements of unconsolidated affiliates representing 100% of the
businesses follows:
(millions)
2025
2024
2023
Net sales
$1,233.3
$1,281.5
$1,193.2
Gross profit
504.9
519.3
446.9
Net income
157.6
162.8
124.3
Current assets
$ 565.2
$ 497.4
$ 522.1
Noncurrent assets
134.4
112.7
122.4
Current liabilities
352.1
304.4
336.5
Noncurrent liabilities
8.4
6.9
7.6
Royalty income from unconsolidated affiliates was $35.6 million, $37.0
million, and $35.1 million for 2025, 2024, and 2023, respectively.
On January 2, 2026, we acquired an additional 25% ownership inter
est in McCormick de Mexico from Grupo Herdez, for a purchase price
of $750 million, which increases our ownership to a 75% controlling
interest. We believe the acquisition creates opportunities for further
growth in the Mexican market and provides a strategic platform
for further expansion in Latin America. McCormick de Mexico is a
prominent food company in Mexico, with a broad portfolio, including
mayonnaise, spices, marmalades, mustard, hot sauce, and tea, sold
under McCormick brands.
5. FINANCING ARRANGEMENTS
Our outstanding debt, including finance leases, was as follows at
November 30:
(millions)
2025
2024
Short-term borrowings
Commercial paper
$ 351.8
$ 431.3
Other
29.6
51.8
$ 381.4
$ 483.1
Weighted-average interest rate of short-term
borrowings at year-end
4.1 %
4.7 %
Long-term debt
3.25% notes due 11/15/2025
$ —
$ 250.0
0.90% notes due 2/15/2026
500.0
500.0
3.40% notes due 8/15/2027(1)
750.0
750.0
2.50% notes due 4/15/2030(2)
500.0
500.0
1.85% notes due 2/15/2031
500.0
500.0
4.95% notes due 4/15/2033(3)
500.0
500.0
4.70% notes due 10/15/2034(4)
500.0
500.0
4.20% notes due 8/15/2047
300.0
300.0
Other, including finance leases
104.7
119.8
Unamortized discounts, premiums, debt issuance
costs and fair value adjustments(5)
(39.8)
(61.0)
3,614.9
3,858.8
Less current portion
509.1
265.2
$3,105.8
$3,593.6
(1) Interest rate swaps, settled upon the issuance of these notes, effectively
set the interest rate on the $750 million notes at a weighted-average
fixed rate of 3.44%. Separately, the fixed interest rate on $250 million of
the 3.40% notes due in 2027 is effectively converted to a variable rate by
interest rate swaps through 2027. Net interest payments are based on
USD SOFR plus 0.907% (previously U.S. three-month LIBOR plus 0.685%)
with an effective rate of 4.98% as of November 30, 2025.
(2) Interest rate swaps, settled upon the issuance of these notes, effectively
set the interest rate on the $500 million notes at a weighted-average
fixed rate of 2.62%. Separately, the fixed interest rate on $250 million of
the 2.50% notes due in 2030 is effectively converted to a variable rate
by interest rate swaps through 2030. Net interest payments are based
on USD SOFR plus 0.684% with an effective rate of 4.53% as of
November 30, 2025.
(3) Treasury lock agreements, settled upon issuance of these notes, effec
tively set the interest rate on these $500 million notes at a weighted-
average fixed rate of 5.00%.
(4) Treasury lock agreements, settled upon issuance of these notes, effec
tively set the interest rate on these $500 million notes at a weighted-
average fixed rate of 4.68%.
(5) Includes unamortized discounts, premiums, and debt issuance costs of
$(21.1) million and $(26.0) million as of November 30, 2025 and 2024,
respectively. Includes fair value adjustment associated with interest rate
swaps designated as fair value hedges of $(18.7) million and $(35.0)
million as of November 30, 2025 and 2024, respectively.
Maturities of long-term debt, including finance leases, during the
fiscal years subsequent to November 30, 2025 are as follows (in
millions):
2026
$ 509.1
2027
759.8
2028
10.4
2029
20.7
2030
511.6
Thereafter
1,843.1
In October 2024, we issued $500 million aggregate principal amount of
4.70% unsecured senior notes due 2034. Interest is payable semi-
annually in April and October each year, beginning on April 15, 2025.
As part of the issuance of new debt, we entered and settled treasury
locks in a notional amount of $150 million to manage our interest rate
risk associated with the issuance of the unsecured senior notes. We
designated the treasury lock arrangements as cash flow hedges with
the realized gain of $0.9 million to be amortized to interest expense
over the life of the underlying debt.
We have available credit facilities with domestic and foreign banks for
various purposes. Some of these lines are committed lines and others
are uncommitted lines and could be withdrawn at various times.
In May 2025, we entered into a five-year $2.0 billion revolving credit
facility which will expire in May 2030. The current pricing for the five-
year credit facility, on a fully drawn basis, is Term Secured Overnight
Financing Rate (SOFR) plus 1.125%. The pricing of the revolving credit
facility is based on a credit rating grid that contains a fully drawn
maximum pricing of the credit facility equal to Term SOFR plus 1.50%.
Upon entering into the May 2025 five-year $2.0 billion revolving credit
facility, we simultaneously cancelled our existing five-year $1.5 billion
revolving credit facility which was set to expire in June 2026 and the
364-day $500 million revolving credit facility which was set to expire
in August 2025. We previously maintained a 364-day $500 million
revolving credit facility that was entered into in June 2023 and expired
in June 2024. In the second quarter of 2023, we amended our five-year
revolving credit facility expiring in June 2026 to no longer use LIBOR.
The pricing for the five-year credit facility, on a fully drawn basis, was
Term SOFR plus 1.25% (previously LIBOR plus 1.25%). The pricing of
that credit facility was based on a credit rating grid that contains a
fully drawn maximum pricing of the credit facility equal to Term SOFR
plus 1.75% (previously LIBOR plus 1.75%). The pricing for the 364-day
credit facility, on a fully drawn basis, was Term SOFR plus 1.23%. The
pricing of that 364-day credit facility was also based on a credit rating
grid that contained a fully drawn maximum pricing of Term SOFR plus
1.60%. These credit facilities require a fee, and commitment fees
were $2.2 million, $2.3 million and $2.4 million for 2025, 2024, and
2023, respectively.
2025 Annual Report 58
Our revolving credit facilities support our commercial paper program
and, after $351.8 million was used to support issued commercial
paper, we have $1,648.2 million of capacity at November 30, 2025.
The provisions of our revolving credit facilities restrict subsidiary
indebtedness and require us to maintain a minimum interest coverage
ratio. As of November 30, 2025, our capacity under our revolving credit
facility was not affected by these covenants. We do not expect that
these covenants would limit our access to our revolving credit facility
for the foreseeable future.
In addition, we have several uncommitted lines totaling $346.9 million,
which have a total unused capacity at November 30, 2025 of $346.9
million. These lines, by their nature, can be withdrawn based on the
lenders’ discretion.
In January 2026, we entered into a 364-day $500 million revolving
credit facility, which will expire in January 2027. The current pricing
for the 364-day credit facility, on a fully drawn basis, is Term SOFR
plus 1.125%. The pricing of the credit facility is based on a credit
rating grid that contains a fully drawn maximum pricing of the credit
facility equal to Term SOFR plus 1.50%.
We maintain a nonrecourse accounts receivable sale program whereby
certain eligible U.S. receivables are sold to third party financial
institution in exchange for cash. The program provides us with an
additional means for managing liquidity. We account for the transfer of
receivables as a sale at the point control is transferred and remove the
sold receivables from our consolidated balance sheet. The proceeds
from the sales of receivables are included in cash from operating
activities in the consolidated cash flow statement. The outstanding
amount of receivables sold under this program were approximately
$430.0 million and $106.9 million as of November 30, 2025 and 2024,
respectively. As collecting agent on the sold receivables, we had $45.4
million and $9.6 million of cash collected that was not yet remitted
to the third party financial institution as of November 30, 2025 and
2024, respectively. This obligation is reported within other accrued
liabilities on the consolidated balance sheet and within cash flows
from financing activities on the consolidated cash flow statement.
The incremental costs of factoring receivables under this arrangement
were insignificant in 2025, 2024, and 2023.
As of November 30, 2025 and 2024, we had outstanding letters of
credit of $64.2 million and $61.5 million, respectively. These letters of
credit typically act as a guarantee of payment to certain third parties
in accordance with specified terms and conditions. At November 30,
2025, we had no other outstanding guarantees. The unused portion of
our letter of credit facility was $13.8 million at November 30, 2025.
6. LEASES
Our lease portfolio primarily consists of (i) certain real estate, including
those related to a number of administrative, distribution and manu
facturing locations; (ii) certain machinery and equipment, including
forklifts; and (iii) automobiles, delivery trucks and other vehicles.
A limited number of our lease agreements include rental payments
that are adjusted periodically based on a market rate or index. Our
lease agreements generally do not contain residual value guarantees
or material restrictive covenants, with the exception of the non-
cancellable synthetic lease discussed below.
The following presents the components of our lease expense for the
years ended November 30 (in millions):
2025
2024
2023
Operating lease cost
$77.0
$75.7
$74.6
Finance lease cost:
Amortization of ROU assets
9.1
9.0
9.0
Interest on lease liabilities
3.4
3.7
3.9
Net lease cost(1)
$89.5
$88.4
$87.5
(1) Net lease cost does not include short-term leases or sublease income, both of which
are immaterial.
Supplemental balance sheet information related to leases as of
November 30 were as follows (in millions):
Leases
Classification
2025
2024
Assets:
Operating lease ROU
assets
Other long-term assets
$216.8
$211.0
Finance lease ROU
assets
Property, plant and
equipment, net
77.5
86.1
Total leased assets
$294.3
$297.1
Liabilities:
Current
Operating
Other accrued liabilities
$ 58.9
$ 55.7
Finance
Current portion of
long-term debt
9.3
8.8
Non-current
Operating
Other long-term liabilities
167.7
166.6
Finance
Long-term debt
85.7
94.5
Total lease liabilities
$321.6
$325.6
In October 2020, we entered into a non-cancellable synthetic lease to
consolidate, as well as expand, our distribution footprint in the mid-
Atlantic region. We began to utilize this facility in September 2022. The
five-year lease term will expire in November 2027. As of November 30,
2025, the total ROU asset associated with this facility was $34.5
million with a related lease obligation of $35.6 million, of which $17.5
million was included in the other accrued liabilities and $18.1 million
was included in other long-term liabilities. As of November 30, 2024,
the total ROU asset associated with this building was $50.6 million
with a related lease obligation of $52.5 million, of which $16.9 million
was included in other accrued liabilities and $35.6 million was included
in other long-term liabilities. Rental payments include both a fixed and
a variable component. The variable component is based on SOFR plus
a margin, based on our credit rating. During the years ended November
30, 2025, 2024, and 2023, we recognized $25.1 million, $28.8 million,
and $27.9 million, respectively, of rent expense related to the leased
asset. The lease contains options to negotiate a renewal of the lease
or to purchase or request the lessor to sell the facility at the end of the
lease term. The lease arrangement contains a residual value guarantee
of 76.5% of the lessor’s total construction cost, which approximated
$310 million. We do not believe it is probable that any material
amounts will be owed under these guarantees. Therefore, no amounts
related to the residual value guarantees are included in the lease pay
ments used to measure the right-of-use assets and lease liabilities. The
lease also contains covenants that are consistent with our revolving
credit facility, as disclosed in Note 5.
59 McCormick & Company, Inc.
Our Corporate functions, Americas’ leadership, and U.S. staff operate out
of our Hunt Valley, Maryland headquarters office building. The 15-year
lease for that building began in April 2019 and is recognized as a finance
lease. During each of the years ended November 30, 2025, 2024, and
2023, we recognized amortization expense of $8.7 million related to
the leased asset. As of November 30, 2025, the total lease obligation
associated with this building was $92.4 million, of which $9.0 million
was included in the current portion of long-term debt and $83.4 million
was included in long-term debt. As of November 30, 2024, the total lease
obligation was $100.9 million, of which $8.5 million was included in
the current portion of long-term debt and $92.4 million was included in
long-term debt.
Information regarding our lease terms and discount rates as of November 30 were as follows:
2025
2024
Weighted-average
remaining lease term
(years)
Weighted-average
discount rate
Weighted-average
remaining lease term
(years)
Weighted-average
discount rate
Operating leases
5.5
4.2%
5.2
3.9%
Finance leases
9.3
3.5%
10.2
3.4%
The future maturity of our lease liabilities as of November 30, 2025
were as follows (in millions):
Operating
leases
Finance
leases
Total
2026
66.7
12.0
78.7
2027
62.7
12.2
74.9
2028
31.5
12.5
44.0
2029
22.9
12.7
35.6
2030
18.0
13.0
31.0
Thereafter
52.6
56.2
108.8
Total lease payments
254.4
118.6
373.0
Less: Imputed interest
27.8
23.6
51.4
Total lease liabilities
$226.6
$ 95.0
$321.6
Supplemental cash flow and other information related to leases for the
years ended November 30 were as follows (in millions):
2025
2024
2023
Cash paid for amounts included in the
measurements of lease liabilities:
Operating cash flows used for operating
leases
$68.3
$66.8
$64.5
Operating cash flows used for finance
leases
3.4
3.7
3.9
Financing cash flows used for finance
leases
8.4
8.0
7.6
ROU assets obtained in exchange for lease
liabilities
Operating leases
$60.0
$47.6
$52.1
7. FINANCIAL INSTRUMENTS
We use derivative financial instruments to enhance our ability to man
age risk, including foreign currency and interest rate exposures, which
exist as part of our ongoing business operations. We do not enter into
contracts for trading purposes, nor are we a party to any leveraged
derivative instrument and all derivatives are designated as hedges.
We are not a party to master netting arrangements, and we do not
offset the fair value of derivative contracts with the same counterparty
in our financial statement disclosures. The use of derivative financial
instruments is monitored through regular communication with senior
management and the use of written guidelines.
Foreign Currency
We are potentially exposed to foreign currency fluctuations affecting
net investments in subsidiaries, transactions (both third-party and inter
company) and earnings denominated in foreign currencies. Management
assesses foreign currency risk based on transactional cash flows and
translational volatility and may enter into forward contract and currency
swaps with highly-rated financial institutions to reduce fluctuations in
the long or short currency positions. Forward contracts are generally less
than 18 months duration. Currency swap agreements are established in
conjunction with the terms of the underlying debt issues.
The following is a summary of the notional amounts of outstanding
foreign currency exchange contracts as of November 30, 2025 and
2024:
(millions)
2025
2024
Fair value hedges
$ 877.3
$ 818.1
Cash flow hedges
140.9
216.1
Total
$1,018.2
$1,034.2
All of these contracts were designated as hedges of anticipated
purchases denominated in a foreign currency or hedges of foreign
currency denominated assets or liabilities. Hedge ineffectiveness was
not material. All foreign currency exchange contracts outstanding at
November 30, 2025 have durations of less than 12 months, including
$250.2 million of notional contracts that have durations of less than
one month and are used to hedge short-term cash flow funding.
Contracts which are designated as hedges of foreign currency denom
inated assets are considered fair value hedges. These foreign currency
exchange contracts manage both exposure to currency fluctuations in
certain intercompany loans between subsidiaries as well as currency
exposure to third-party non-functional currency assets or liabilities.
Gains and losses from contracts that are designated as hedges of
assets, liabilities or firm commitments are recognized through income,
offsetting the change in fair value of the hedged item. Contracts which
are designated as hedges of anticipated purchases denominated in a
foreign currency (generally purchases of raw materials in U.S. dollars
by operating units outside the U.S.) are considered cash flow hedges.
The gains and losses on these contracts are deferred in accumulated
other comprehensive income until the hedged item is recognized in cost
of goods sold, at which time the net amount deferred in accumulated
other comprehensive income is also recognized in cost of goods sold.
We also utilize cross currency interest rate swap contracts that are
designated as net investment hedges. Any gains or losses on net
investment hedges are included in foreign currency translation adjust
ments in accumulated other comprehensive loss. Net interest accruals
excluded from the assessment of hedge effectiveness are included in
earnings as interest expense.
2025 Annual Report 60
As of November 30, 2025 and 2024, we had cross currency interest
rate swap contracts of (i) $250 million notional value to receive $250
million at USD SOFR plus 0.907% and pay £194.1 million at three-
month GBP SONIA plus 0.859% and (ii) £194.1 million notional value
to receive £194.1 million at three-month GBP SONIA plus 0.859% and
pay €221.8 million at three-month Euro EURIBOR plus 0.808%. These
cross-currency interest rate swap contracts expire in August 2027. In
conjunction with the phase-out of LIBOR, during 2023 we amended
the terms of this cross currency swap such that, effective February 15,
2023, we pay and receive at USD SOFR plus 0.907% (previously USD
LIBOR plus 0.685%).
As of November 30, 2025 and 2024, we also had cross currency
interest rate swap contracts of $250 million notional value to receive
$250 million at USD SOFR plus 0.684% and pay £184.1 million at GBP
SONIA plus 0.574% and (ii) £184.1 million notional value to receive
£184.1 million at GBP SONIA plus 0.574% and pay €219.2 million at
Euro ESTR plus 0.667%, both of which expire in April 2030.
Interest Rates
We finance a portion of our operations with both fixed and variable
rate debt instruments, primarily commercial paper, notes and bank
loans. We utilize interest rate swap agreements to minimize world
wide financing costs and to achieve a desired mix of variable and fixed
rate debt.
The following is a summary of our outstanding interest rate swaps as of November 30, 2025 and 2024 ($ amounts in millions).
Fair value hedge of changes in fair value of:
$250 3.25% notes due 2025
$750 3.40% notes due 2027
$500 2.50% notes due 2030
Notional
$100.0
$250.0
$250.0
Receive rate
3.25%
3.40%
2.50%
Pay rate
SOFR + 1.487%(1)
SOFR + 0.907%(2)
SOFR + 0.684%
Expiration
November 2025
August 2027
April 2030
(1) In 2023, we amended our $100 million interest rate swaps which expired in November 2025 such that, effective February 15, 2023, we paid and received at USD SOFR plus 1.487% (previously
U.S. three-month LIBOR plus 1.22%).
(2) In 2023, we amended our $250 million interest rate swaps which expire in August 2027 such that, effective February 15, 2023, we paid and received at USD SOFR plus 0.907% (previously U.S.
three-month LIBOR plus 0.685%).
Any unrealized gain or loss on these swaps was offset by a corresponding increase or decrease in the value of the hedged debt. Hedge ineffectiveness
was not material.
The following tables disclose the notional amount and fair values of derivative instruments on our consolidated balance sheet:
As of November 30, 2025:
(millions)
Asset Derivatives
Liability Derivatives
Derivatives
Balance sheet location
Notional amount
Fair value
Balance sheet location
Notional amount
Fair value
Interest rate contracts
Other current
assets/Other long-term assets
$ —
$ —
Other accrued liabilities/
Other long-term liabilities
$500.0
$20.8
Foreign exchange contracts Other current assets
894.6
6.5
Other accrued liabilities
123.6
0.7
Cross currency contracts
Other current assets/
Other long-term assets
500.8
8.5
Other accrued liabilities/
Other long-term liabilities
511.1
18.1
Total
$15.0
$39.6
As of November 30, 2024:
(millions)
Asset Derivatives
Liability Derivatives
Derivatives
Balance sheet location
Notional amount
Fair value
Balance sheet location
Notional amount
Fair value
Interest rate contracts
Other current assets/
Other long-term assets
$ —
$ —
Other accrued liabilities/
Other long-term liabilities
$ 600.0
$ 37.9
Foreign exchange contracts
Other current assets
374.4
5.2
Other accrued liabilities
659.8
12.5
Cross currency contracts
Other current assets/
Other long-term assets
945.5
36.8
Other accrued liabilities/
Other long-term liabilities
—
—
Total
$42.0
$50.4
61 McCormick & Company, Inc.
The following tables disclose the impact of derivative instruments on our consolidated income statement, other comprehensive income (OCI), and
accumulated other comprehensive income (AOCI) for the years ended November 30, 2025, 2024, and 2023:
Fair value hedges (millions)
Income statement
location
Expense
Derivative
2025
2024
2023
Interest rate contracts
Interest expense
$(14.1)
$(19.7)
$ (17.7)
Income statement
location
Loss recognized in income
Income statement
location
Gain recognized in income
Derivative
2025
2024
2023
Hedged Item
2025
2024
2023
Foreign exchange contracts
Other income, net
$(8.6)
$(9.0)
$(16.2)
Intercompany loans
Other income, net
$ 7.6
$ 4.0
$15.6
Cash flow hedges (millions)
Loss
recognized in OCI
Income statement location
Gain (loss)
reclassified from AOCI
Derivative
2025
2024
2023
2025
2024
2023
Interest rate contracts
$ —
$ —
$ (2.6)
Interest expense, Other income, net
$ (0.6)
$ (0.6)
$ 0.1
Foreign exchange contracts
—
(0.1)
(0.7)
Cost of goods sold
(0.6)
1.6
0.2
Total
$ —
$ (0.1)
$ (3.3)
$ (1.2)
$ 1.0
$ 0.3
The amount of gain or loss recognized in income on the ineffective portion of derivative instruments is not material. For all cash flow and settled
interest rate fair value hedge derivatives, the net amount of accumulated other comprehensive income expected to be reclassified into income related
to these contracts in the next twelve months is a $0.7 million increase to earnings.
Net investment hedges (millions)
Gain (loss)
recognized in OCI
Income statement location
Gain excluded from the assessment of
hedge effectiveness
Derivative
2025
2024
2023
2025
2024
2023
Cross currency contracts
$(46.6)
$19.5
$(18.4)
Interest expense
$10.2
$9.1
$11.2
For all net investment hedges, no amounts have been reclassified
out of other comprehensive income (loss). The amounts noted in the
tables above for OCI do not include any adjustments for the impact of
deferred income taxes.
Concentrations of Credit Risk
We are potentially exposed to concentrations of credit risk with
trade accounts receivable and financial instruments. The customers
of our Consumer segment are predominantly food retailers and food
wholesalers. Consolidations in these industries have created larger
customers. In addition, competition has increased with the growth
in alternative channels including mass merchandisers, dollar stores,
warehouse clubs, discount chains and e-commerce. This has caused
some customers to be less profitable and increased our exposure
to credit risk. We generally have a large and diverse customer base
which limits our concentration of credit risk. At November 30, 2025,
we did not have amounts due from any single customer that exceed
10% of consolidated trade accounts receivable. Credit markets are
volatile and some of our customers and counterparties are highly
leveraged. We continue to closely monitor the credit worthiness of our
customers and counterparties and generally do not require collateral.
We believe that the allowance for doubtful accounts properly recog
nized trade receivables at realizable value. We consider nonperfor
mance credit risk for other financial instruments to be insignificant.
8. FAIR VALUE MEASUREMENTS
Fair value can be measured using valuation techniques, such as the
market approach (comparable market prices), the income approach
(present value of future income or cash flow) and the cost approach
(cost to replace the service capacity of an asset or replacement cost).
Accounting standards utilize a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value into three
broad levels. The following is a brief description of those three levels:
• Level 1: Observable inputs such as quoted prices (unadjusted) in
active markets for identical assets or liabilities.
• Level 2: Inputs other than quoted prices that are observable for the
asset or liability, either directly or indirectly. These include quoted
prices for similar assets or liabilities in active markets and quoted
prices for identical or similar assets or liabilities in markets that are
not active.
• Level 3: Unobservable inputs that reflect management’s own
assumptions.
2025 Annual Report 62
Our population of assets and liabilities subject to fair value measurements on a recurring basis are as follows:
Fair value measurements
using fair value hierarchy as
of November 30, 2025
(millions)
Fair value
Level 1
Level 2
Assets:
Cash and cash equivalents
$ 95.9
$95.9
$ —
Insurance contracts
131.0
—
131.0
Bonds and money market fund
1.9
1.9
—
Foreign currency derivatives
6.5
—
6.5
Cross currency contracts
8.5
—
8.5
Total
$243.8
$97.8
$ 146.0
Liabilities:
Interest rate derivatives
$ 20.8
$ —
$ 20.8
Foreign currency derivatives
0.7
—
0.7
Cross currency contracts
18.1
—
18.1
Total
$ 39.6
$ —
$ 39.6
Fair value measurements
using fair value hierarchy as of
November 30, 2024
(millions)
Fair value
Level 1
Level 2
Assets:
Cash and cash equivalents
$ 186.1
$186.1
$ —
Insurance contracts
129.2
—
129.2
Bonds and money market fund
1.3
1.3
—
Foreign currency derivatives
5.2
—
5.2
Cross currency contracts
36.8
—
36.8
Total
$ 358.6
$187.4
$171.2
Liabilities:
Interest rate derivatives
$ 37.9
$ —
$ 37.9
Foreign currency derivatives
12.5
—
12.5
Total
$ 50.4
$ —
$ 50.4
At November 30, 2025 and 2024, we had no financial assets or liabili
ties that were subject to a level 3 fair value measurement.
At November 30, 2025 and 2024, the carrying amount of interest rate
derivatives, foreign currency derivatives, cross currency contracts,
insurance contracts, and bonds and money market fund investments
are equal to their respective fair values. Because of their short-term
nature, the amounts reported in the balance sheet for cash and cash
equivalents, receivables, short-term borrowings, and trade accounts
payable approximate fair value. Investments in affiliates are not read
ily marketable, and it is not practicable to estimate their fair value.
Insurance contracts, bonds, and money market fund investments
are comprised of fixed income and equity securities held for certain
non-qualified U.S. employee benefit plans and are stated at fair value
on the balance sheet. The fair values of insurance contracts and bonds
and money market fund investments are based upon the underlying
values of the securities in which they are invested and are from quoted
market prices from various stock and bond exchanges for similar type
assets. The fair values for interest rate derivatives, foreign currency
derivatives, and cross currency contracts are based on values for
similar instruments using models with market-based inputs.
The carrying amount and fair value of long-term debt, including the current portion, as of November 30 were as follows:
(millions)
2025
2024
Carrying amount
Fair value
Carrying amount
Fair value
Long-term debt (including current portion)
$3,614.9
$3,505.9
$3,858.8
$3,677.1
Level 1 valuation techniques
3,401.1
3,557.3
Level 2 valuation techniques
104.8
119.8
The fair value for Level 2 long-term debt is determined by using quoted prices for similar debt instruments.
63 McCormick & Company, Inc.
9. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table sets forth the components of accumulated other comprehensive loss, net of tax where applicable, as of November 30 (in millions):
2025
2024
Accumulated other comprehensive loss, net of tax where applicable
Foreign currency translation adjustment(1)
$(269.9)
$(392.0)
Unrealized net (loss) gain on foreign currency exchange contracts
(3.2)
2.1
Unamortized value of settled interest rate swaps
(1.1)
(1.6)
Pension and other postretirement costs
(88.9)
(99.7)
$(363.1)
$(491.2)
(1) During the year ended November 30, 2025, the foreign currency translation adjustment of accumulated other comprehensive loss decreased on a net basis by
$122.1 million, inclusive of $46.6 million of unrealized losses associated with net investment hedges. During the year ended November 30, 2024, the foreign
currency translation adjustment of accumulated other comprehensive loss increased on a net basis by $86.3 million, inclusive of $19.5 million of unrealized gains
associated with net investment hedges. These net investment hedges are more fully described in Note 7.
The following table sets forth the amounts reclassified from accumulated other comprehensive income (loss) and into consolidated net income for the
years ended November 30:
(millions)
Affected line items in the consolidated
income statement
Accumulated other comprehensive income (loss) components
2025
2024
2023
(Gains)/losses on cash flow hedges:
Interest rate derivatives
$ 0.6
$ 0.6
$(0.1)
Interest expense
Foreign exchange contracts
0.6
(1.6)
(0.2)
Cost of goods sold
Total before taxes
1.2
(1.0)
(0.3)
Tax effect
(0.3)
0.2
0.1
Income taxes
Net, after tax
$ 0.9
$(0.8)
$(0.2)
Amortization of pension and postretirement benefit adjustments:
Amortization of prior service costs(1)
$ 0.4
$ 0.3
$ 0.3
Other income, net
Amortization of net actuarial gains(1)
(1.6)
(3.4)
(2.1)
Other income, net
Total before taxes
(1.2)
(3.1)
(1.8)
Tax effect
0.3
0.8
0.4
Income taxes
Net, after tax
$(0.9)
$(2.3)
$(1.4)
(1) This accumulated other comprehensive income (loss) component is included in the computation of total pension expense and total other postretirement expense
(refer to Note 10 for additional details).
10. EMPLOYEE BENEFIT AND RETIREMENT PLANS
We sponsor defined benefit pension plans in the U.S. and certain
foreign locations. Additionally, we sponsor defined contribution plans
in the U.S. and contribute to defined contribution plans in various
locations outside the U.S., including government-sponsored retirement
plans. We also provide postretirement medical and life insurance ben
efits to certain U.S. employees and retirees. We previously froze the
accrual of future benefits under certain defined benefit pension plans
in the U.S. and certain foreign locations. Although our defined benefit
plans in the U.S., United Kingdom, and Canada have generally been
frozen, employees who are participants in the plans retained benefits
accumulated up to the date of the freeze, based on credited service
and eligible earnings, in accordance with the terms of the plans.
Included in our consolidated balance sheet as of November 30, 2025
on the line entitled “Accumulated other comprehensive loss” was
$111.6 million ($88.9 million net of tax) related to net unrecognized
actuarial losses that have not yet been recognized in net periodic
pension or postretirement benefit cost.
Defined Benefit Pension Plans
The significant assumptions used to determine benefit obligations are as follows as of November 30:
United States
International
2025
2024
2025
2024
Discount rate—funded plans
5.5%
5.3%
5.1%
4.7%
Discount rate—unfunded plan
5.4%
5.3%
—%
—%
Salary scale
—%
—%
2.9%
2.9%
2025 Annual Report 64
The significant assumptions used to determine pension expense for the years ended November 30 are as follows:
United States
International
2025
2024
2023
2025
2024
2023
Discount rate—funded plans
5.3%
6.0%
5.4%
4.7%
5.1%
4.5%
Discount rate—unfunded plan
5.3%
6.0%
5.4%
—%
—%
—%
Salary scale
—%
—%
—%
2.9%
2.9%
2.9%
Expected return on plan assets
5.8%
6.3%
6.8%
4.7%
5.2%
4.9%
Annually, we undertake a process, with the assistance of our external investment consultants, to evaluate the appropriate projected rates of return to
use for our pension plans’ assumptions. We engage our investment consultants’ research teams to develop capital market assumptions for each asset
category in our plans to project investment returns into the future. The specific methods used to develop expected return assumptions vary by asset
category. We adjust the outcomes for the fact that plan assets are invested with actively managed funds and subject to tactical asset reallocation.
Our pension expense (income) for the years ended November 30 was as follows:
United States
International
(millions)
2025
2024
2023
2025
2024
2023
Service cost
$ 1.6
$ 1.5
$ 2.0
$ 0.7
$ 0.6
$ 0.6
Interest costs
35.5
37.3
36.1
10.2
10.6
9.9
Expected return on plan assets
(37.2)
(39.6)
(42.3)
(14.3)
(16.1)
(15.1)
Amortization of prior service costs
0.5
0.5
0.5
0.1
0.1
0.1
Amortization of net actuarial loss (gain)
1.1
(0.4)
0.2
(0.1)
(0.3)
(0.1)
Total pension expense (income)
$ 1.5
$ (0.7)
$ (3.5)
$ (3.4)
$ (5.1)
$ (4.6)
A roll forward of the benefit obligation, fair value of plan assets and a reconciliation of the pension plans’ funded status as of November 30, the
measurement date, follows:
United States
International
(millions)
2025
2024
2025
2024
Change in benefit obligation:
Benefit obligation at beginning of year
$695.0
$645.3
$216.9
$214.0
Service cost
1.6
1.5
0.7
0.6
Interest costs
35.5
37.3
10.2
10.6
Actuarial (gain) loss
(12.4)
56.3
(9.7)
7.8
Benefits paid
(46.4)
(45.4)
(14.2)
(13.5)
Foreign currency impact
—
—
7.2
(2.6)
Benefit obligation at end of year
$673.3
$695.0
$211.1
$216.9
Change in fair value of plan assets:
Fair value of plan assets at beginning of year
$670.7
$630.7
$272.4
$267.0
Actual return on plan assets
44.1
76.2
2.3
21.1
Employer contributions
8.3
9.2
0.9
0.8
Benefits paid
(46.4)
(45.4)
(14.2)
(13.5)
Foreign currency impact
—
—
8.0
(3.0)
Fair value of plan assets at end of year
$676.7
$670.7
$269.4
$272.4
Funded status
$ 3.4
$ (24.3)
$ 58.3
$ 55.5
Pension plans in which accumulated benefit obligation exceeded plan assets
Projected benefit obligation
$ 72.3
$116.3
$ 15.2
$ 14.7
Accumulated benefit obligation
72.3
113.3
12.7
12.3
Fair value of plan assets
—
38.0
1.9
1.8
The accumulated benefit obligation is the present value of pension benefits (whether vested or unvested) attributed to employee service rendered
before the measurement date and based on employee service and compensation prior to that date. The accumulated benefit obligation differs from the
projected benefit obligation in that it includes no assumption about future compensation or service levels. The accumulated benefit obligation for
the U.S. pension plans was $670.0 million and $692.0 million as of November 30, 2025 and 2024, respectively. The accumulated benefit obligation for
the international pension plans was $208.6 million and $214.5 million as of November 30, 2025 and 2024, respectively.
Included in the U.S. in the preceding table is a benefit obligation of $72.3 million and $75.1 million for 2025 and 2024, respectively, related to our
Supplemental Executive Retirement Plan (SERP). The assets related to this plan, which totaled $69.5 million and $73.1 million as of November 30, 2025
and 2024, respectively, are held in a rabbi trust and accordingly have not been included in the preceding table.
65 McCormick & Company, Inc.
Amounts recorded in the balance sheet for all defined benefit pension plans as of November 30 consist of the following:
United States
International
(millions)
2025
2024
2025
2024
Non-current pension asset
$75.6
$54.0
$71.6
$68.4
Accrued pension liability
72.2
78.3
13.3
12.9
Deferred income tax assets
23.8
28.6
4.5
3.8
Accumulated other comprehensive loss, net of tax
68.7
84.8
33.8
31.1
Our defined benefit pension plans investment strategy is subject to
the asset/liability profiles of the plans in each individual country.
The investment objectives of the defined benefit pension plans are
to provide assets to meet the current and future obligations of the
plans at a reasonable cost to us. Our goal is to optimize the long-term
return on plan assets at a moderate level of risk. The investment policy
specifies the type of investment vehicles appropriate for the plans,
asset allocation guidelines, criteria for the selection of investment
managers, procedures to monitor overall investment performance as
well as investment manager performance. Higher-returning assets
include mutual, co-mingled and other funds comprised of equity secu
rities, utilizing both active and passive investment styles. These more
volatile assets are balanced with less volatile assets, primarily mutual,
co-mingled and other funds comprised of fixed income securities.
Professional investment firms are engaged to provide advice on the
selection and monitoring of investment funds, and to provide advice on
the allocation of plan assets across the various fund managers. This
advice is based in part on the duration of each plan’s liability.
The allocations of U.S. pension plan assets as of November 30, by
asset category, were as follows:
Actual
2025
Asset Category
2025
2024
Target
Equity securities
20.3%
22.1%
24.2%
Fixed income securities
73.1%
69.9%
70.6%
Other
6.6%
8.0%
5.2%
Total
100.0%
100.0%
100.0%
The allocations of the international pension plans’ assets as of
November 30, by asset category, were as follows:
Actual
2025
Asset Category
2025
2024
Target
Equity securities
6.6%
7.9%
6.2%
Fixed income securities
88.3%
86.4%
88.4%
Other
5.1%
5.7%
5.4%
Total
100.0%
100.0%
100.0%
The following tables set forth by level, within the fair value hierarchy
as described in Note 8, pension plan assets at their fair value as of
November 30 for the United States and international plans:
As of November 30, 2025
United States
(millions)
Total
fair
value
Level 1
Level 2
Cash and cash equivalents
$ 4.5
$4.5
$ —
Equity securities:
U.S. equity securities(a)
81.6
—
81.6
International equity securities(b)
48.7
—
48.7
Fixed income securities:
U.S. government/corporate bonds(c)
439.6
—
439.6
High yield bonds(d)
42.6
—
42.6
Insurance contracts(f)
1.2
—
1.2
Total
$618.2
$4.5
$613.7
Investments measured at net asset
value(h)
Hedge funds(i)
18.3
Private equity funds(j)
7.1
Private debt funds(k)
10.9
Real estate(l)
22.2
Total investments
$676.7
As of November 30, 2025
International
(millions)
Total
fair
value
Level 1
Level 2
Cash and cash equivalents
$ 4.6
$4.6
$ —
International equity securities(b)
17.8
—
17.8
Fixed income securities:
International/government/corporate
bonds(e)
223.4
—
223.4
Insurance contracts(f)
14.5
—
14.5
Real estate(g)
9.1
—
9.1
Total investments
$269.4
$4.6
$264.8
2025 Annual Report 66
As of November 30, 2024
United States
(millions)
Total
fair
value
Level 1
Level 2
Cash and cash equivalents
$ 4.4
$4.4
$ —
Equity securities:
U.S. equity securities(a)
81.2
—
81.2
International equity securities(b)
50.3
—
50.3
Fixed income securities:
U.S./government/corporate bonds(c)
417.0
—
417.0
High yield bonds(d)
42.9
—
42.9
Insurance contracts(f)
1.2
—
1.2
Total
$597.0
$4.4
$592.6
Investments measured at net asset value(h)
Hedge funds(i)
29.6
Private equity funds(j)
16.8
Private debt funds(k)
8.0
Real estate(l)
19.3
Total investments
$670.7
As of November 30, 2024
International
(millions)
Total
fair
value
Level 1
Level 2
Cash and cash equivalents
$ 6.4
$6.4
$ —
International equity securities(b)
21.6
—
21.6
Fixed income securities:
International/government/corporate
bonds(e)
220.7
—
220.7
Insurance contracts(f)
14.7
—
14.7
Real estate(g)
9.0
9.0
Total investments
$272.4
$6.4
$266.0
(a) This category comprises equity funds and collective equity trust funds
that most closely track the S&P index and other equity indices.
(b) This category comprises international equity funds with varying bench
mark indices.
(c) This category comprises funds consisting of U.S. government and U.S.
corporate bonds and other fixed income securities. An appropriate
benchmark is the Barclays Capital Aggregate Bond Index.
(d) This category comprises funds consisting of a variety of fixed income
securities with varying benchmark indices.
(e) This category comprises funds consisting of international government/
corporate bonds and other fixed income securities with varying bench
mark indices.
(f) This category comprises insurance contracts, the majority of which have
a guaranteed investment return.
(g) This category comprises funds investing in real estate investment trusts
(REIT). Appropriate benchmarks are the MSCI REALPAC Canada Property
Index International holding.
(h) Certain investments that are valued using the net asset value per share
(or its equivalent) as a practical expedient have not been classified in the
fair value hierarchy. These are included to permit reconciliation of the fair
value hierarchy to the aggregate pension plan assets.
(i) This category comprises hedge funds investing in strategies represented
in various HFRI Fund Indices. The net asset value is generally based on
the valuation of the underlying investment. Limitations exist on the tim
ing from notice by the plan of its intent to redeem and actual redemp
tions of these funds and generally range from a minimum of one month to
several months.
(j) This category comprises private equity, venture capital and limited part
nerships. The net asset is based on valuation models of the underlying
securities as determined by the general partner or general partner’s des
ignee. These valuation models include unobservable inputs that cannot
be corroborated using verifiable observable market data. These funds
typically have redemption periods of approximately 10 years.
(k) This category comprises limited partnerships funds investing in senior
loans, mezzanine and distressed debt. The net asset is based on valua
tion models of the underlying securities as determined by the general
partner or general partner’s designee. These valuation models include
unobservable inputs that cannot be corroborated using verifiable observ
able market data. These funds typically have redemption periods of
approximately 10 years.
(l) This category comprises private real estate funds. The net asset is based
on valuation models of the underlying securities as determined by the
general partner or general partner’s designee. These valuation models
include unobservable inputs that cannot be corroborated using verifiable
observable market data. These funds have no redemption restrictions.
For the plans’ hedge funds, private equity funds and private debt
funds, we engage an independent advisor to compare the funds’
returns to other funds with similar strategies. Each fund is required to
have an annual audit by an independent accountant, which is provided
to the independent advisor. This provides a basis of comparability
relative to similar assets.
The U.S. pension plans previously held McCormick stock. Dividends
paid on these shares were $0.8 million in 2024.
Pension benefit payments in our most significant plans are made
from assets of the pension plans. It is anticipated that future benefit
payments for the U.S. and international plans for the next 10 fiscal
years will be as follows:
(millions)
United States
International
2026
$51.0
$13.1
2027
51.5
13.0
2028
52.0
12.4
2029
52.6
13.7
2030
52.4
14.2
2031-2036
256.5
71.9
U.S. Defined Contribution Retirement Plans
For our U.S. qualified and non-qualified defined contribution retirement
plans, we match 100% of a participant’s contribution up to the first 3%
of the participant’s eligible compensation, and 66.7% of the next 3% of
the participant’s salary. In addition, we make contributions of 3% of the
participant’s eligible compensation for all U.S. employees who are
employed on December 31 of each year. Our contributions charged
to expense under all U.S. defined contribution retirement plans were
$34.9 million, $34.7 million and $29.7 million in 2025, 2024, and 2023,
respectively.
At the participants’ election, 401(k) retirement plans held 1.8 million shares
of McCormick stock, with a fair value of $122.1 million, at November 30,
2025. Dividends paid on the shares held in the 401(k) retirement plans in
2025 and 2024 were $3.5 million and $3.6 million, respectively.
Postretirement Benefits Other Than Pensions
We currently provide postretirement medical and life insurance
benefits to certain U.S. employees who were covered under the active
employees’ plan and retire after age 55 with at least five years of
service. The subsidy provided under these plans is based primarily on
age at date of retirement. These benefits are not pre-funded but paid
as incurred. Employees hired after December 31, 2008 are not eligible
for a company subsidy. They are eligible for coverage on an access-
only basis.
67 McCormick & Company, Inc.
Our other postretirement benefit expense for the years ended
November 30 follows:
(millions)
2025
2024
2023
Service cost
$0.8
$0.8
$1.3
Interest costs
2.2
2.4
2.6
Amortization of prior service credits
(0.2)
(0.3)
(0.3)
Amortization of actuarial gains
(2.6)
(2.7)
(2.2)
Postretirement benefit expense
$0.2
$0.2
$1.4
Roll forwards of the benefit obligation, fair value of plan assets and
a reconciliation of the plans’ funded status at November 30, the
measurement date, follow:
(millions)
2025
2024
Change in benefit obligation:
Benefit obligation at beginning of year
$45.0
$47.1
Service cost
0.8
0.8
Interest costs
2.2
2.4
Participant contributions
2.6
2.8
Actuarial gain
(0.9)
(1.1)
Benefits paid
(6.3)
(7.0)
Benefit obligation at end of year
$43.4
$45.0
Change in fair value of plan assets:
Fair value of plan assets at beginning of year
$ —
$ —
Employer contributions
3.7
4.2
Participant contributions
2.6
2.8
Benefits paid
(6.3)
(7.0)
Fair value of plan assets at end of year
$ —
$ —
Other postretirement benefit liability
$43.4
$45.0
Estimated future benefit payments (net of employee contributions) for
the next 10 fiscal years are as follows:
(millions)
Retiree
medical
Retiree life
insurance
Total
2026
$2.7
$1.4
$4.1
2027
2.8
1.3
4.1
2028
2.7
1.3
4.0
2029
2.7
1.3
4.0
2030
2.7
1.2
3.9
2031-2036
12.7
5.4
18.1
The assumed discount rate in determining the benefit obligation was
5.1% and 5.2% for 2025 and 2024, respectively.
For 2025, the assumed annual rate of increase in the cost of cov
ered health care benefits is 13.8% (7.6% last year). It is assumed to
decrease gradually to 4.5% in the year 2034 (4.5% in 2034 last year)
and remain at that level thereafter.
11. STOCK-BASED COMPENSATION
We have four types of stock-based compensation awards: restricted
stock units (RSUs), stock options, and company stock awarded as
part of our long-term performance plan (LTPP) and price-vested stock
options. Total stock-based compensation expense for 2025, 2024, and
2023 was $46.2 million, $47.4 million and $63.4 million, respectively.
Total unrecognized stock-based compensation expense related to our
RSUs and stock options at November 30, 2025 was $26.9 million and
the weighted-average period over which this will be recognized is 1.8
years. Total unrecognized stock-based compensation expense related
to our LTPP is variable in nature and is dependent on the Company’s
execution against established performance metrics under performance
cycles related to this plan. All stock-based compensation expense
related to our price-vested stock options was fully recognized as of
November 30, 2023. As of November 30, 2025, we have 4.6 million
shares of common stock remaining available for future issuance under
our stock-based compensation programs.
The following summarizes the key terms, a summary of activity, and the
methods of valuation for each of our stock-based compensation awards.
RSUs
RSUs are valued at the market price of the underlying stock, dis
counted by foregone dividends, on the date of grant. Substantially all
of the RSUs granted vest over a three-year term or, if earlier, upon the
retirement eligibility date of the holder.
A summary of our RSU activity for the years ended November 30 follows:
(shares in thousands)
2025
2024
2023
Shares
Weighted-average
price
Shares
Weighted-average
price
Shares
Weighted-average
price
Beginning of year
533
$73.68
494
$76.94
480
$77.62
Granted
543
74.56
282
72.77
264
77.53
Vested
(250)
77.11
(214)
79.13
(225)
78.16
Forfeited
(55)
74.63
(29)
79.73
(25)
85.21
Outstanding—end of year
771
$73.11
533
$73.68
494
$76.94
Stock Options (Other than Price-Vested Stock Options)
Stock options are granted with an exercise price equal to the market
price of the stock on the date of grant. Substantially all of the options,
with the exception of price-vested options detailed below, vest ratably
over a three-year period or, if earlier, upon the retirement-eligibility
dates of the holders and are exercisable over a 10-year period. Upon
exercise of the option, shares are issued from our authorized and
unissued shares.
The fair value of the options is estimated with a lattice option pricing
model which uses the assumptions in the following table. We believe
the lattice model provides an appropriate estimate of fair value of
our options as it allows for a range of possible outcomes over an
option term and can be adjusted for changes in certain assumptions
over time. Expected volatilities are based primarily on the historical
performance of our stock. We also use historical data to estimate
the timing and amount of option exercises and forfeitures within the
2025 Annual Report 68
valuation model. The expected term of the options is an output of the
option pricing model and estimates the period of time that options are
expected to remain unexercised. The risk-free interest rate is based on
the U.S. Treasury yield curve in effect at the time of grant. Compensa
tion expense is calculated based on the fair value of the options on the
date of grant.
The per share weighted-average fair value for all options granted was
$17.63 and $19.35 in 2024 and 2023, respectively. No stock option
awards were granted during 2025. These fair values were computed
using the following range of assumptions for the years ended
November 30:
2024
2023
Risk-free interest rates
4.1%–5.5%
3.5%– 4.9%
Dividend yield
2.3%
1.9%
Expected volatility
22.8%
21.8%
Expected lives
7.1 years
7.3 years
Under our stock option plans, we may issue shares on a net basis at
the request of the option holder. This occurs by netting the option cost
in shares from the shares exercised.
A summary of our stock option activity for the years ended November 30 follows:
(shares in millions)
2025
2024
2023
Shares
Weighted-average
exercise price
Shares
Weighted-average
exercise price
Shares
Weighted-average
exercise price
Beginning of year
6.1
$72.25
5.3
$70.43
4.8
$67.08
Granted
—
—
1.2
72.88
0.9
81.79
Exercised
(0.4)
50.28
(0.3)
45.69
(0.3)
47.86
Forfeited
(0.2)
72.11
(0.1)
84.00
(0.1)
87.11
Outstanding—end of year
5.5
73.92
6.1
72.25
5.3
70.43
Exercisable—end of year
4.7
$73.54
4.4
$69.91
4.0
$64.74
As of November 30, 2025, the intrinsic value (the difference between the exercise price and the market price) for options currently outstanding was
$21.5 million and for options exercisable was $21.3 million. At November 30, 2025 the differences between options outstanding and options expected
to vest and their related weighted-average exercise prices, aggregate intrinsic values, and weighted-average remaining lives were not material. The
total intrinsic value of all options exercised during the years ended November 30, 2025, 2024, and 2023 was $11.0 million, $10.7 million, and $11.3
million, respectively.
A summary of our stock options outstanding and exercisable at November 30, 2025 follows:
(shares in millions)
Options outstanding
Options exercisable
Range of
exercise price
Shares
Weighted-average
remaining life (yrs.)
Weighted-average
exercise price
Shares
Weighted-average
remaining life (yrs.)
Weighted-average
exercise price
$48.00–$65.00
1.2
1.4
$50.50
1.2
1.4
$50.50
$65.01–$82.00
2.9
6.4
74.82
2.1
5.7
74.31
$82.01–$99.00
1.4
5.2
92.81
1.4
5.2
92.81
5.5
5.0
$73.92
4.7
4.4
$73.54
LTPP
LTPP awards granted in 2025, 2024, and 2023 will be delivered in company stock, with the award attainment calculated as a percentage of target
based on a combination of a performance-based component and a market-based total shareholder return. These awards are valued based on the fair
value of the underlying stock and the estimated fair value associated with the total shareholder return on the date of grant.
A summary of the LTPP award activity for the years ended November 30 follows:
(shares in thousands)
2025
2024
2023
Shares
Weighted-
average price
Shares
Weighted-
average price
Shares
Weighted-
average price
Beginning of year
539
$83.45
474
$94.34
451
$106.32
Granted
177
86.92
192
66.49
167
89.00
Vested
(206)
95.00
(181)
98.30
(176)
86.14
Performance adjustment
53
89.00
73
95.00
61
98.30
Forfeited
(40)
80.03
(19)
84.71
(29)
92.31
Outstanding—end of year
523
$80.88
539
$83.45
474
$ 94.34
69 McCormick & Company, Inc.
Price-Vested Stock Options
In November 2020, we granted approximately 2,482,000 price-vested stock options to certain employees. The price-vested stock options were granted
with an exercise price of $93.49 which was equal to the market price of our stock on the date of grant. The price-vested options were not exercisable until
a three year service condition was achieved, and were exercisable after that time period only if the average closing price of our stock price was equal to
or exceeded thresholds of 60%, 80% or 100% appreciation from the exercise price for 30 consecutive trading days within a five-year period from the date
of grant. The market conditions were not met in the five-year period from the date of grant and all price-vested options were forfeited in November 2025.
The following is a summary of our Price-Vested Stock Options activity for the years ended November 30:
(shares in thousands)
2025
2024
2023
Number of
Shares
Weighted-Average
Grant-Date Fair Value
Number of
Shares
Weighted-Average
Grant-Date Fair Value
Number of
Shares
Weighted-Average
Grant-Date Fair Value
Beginning of year
2,055
$9.40
2,055
$9.40
2,107
$9.40
Forfeited
(2,055)
9.40
—
—
(52)
9.40
Outstanding—end of year
—
$ —
2,055
$9.40
2,055
$9.40
12. INCOME TAXES
The provision for income taxes for the years ended November 30
consists of the following:
(millions)
2025
2024
2023
Income taxes
Current
Federal
$ 76.6
$103.0
$ 82.4
State
17.0
16.6
15.1
International
108.7
94.7
82.4
202.3
214.3
179.9
Deferred
Federal
2.6
(15.2)
(2.2)
State
(9.6)
(6.3)
2.7
International
0.5
(8.8)
(5.9)
(6.5)
(30.3)
(5.4)
Total income tax expense
$195.8
$184.0
$174.5
The components of income from consolidated operations before
income taxes for the years ended November 30 follow:
(millions)
2025
2024
2023
Pretax income
United States
$620.4
$634.8
$569.6
International
292.6
263.5
229.1
$913.0
$898.3
$798.7
A reconciliation of the U.S. federal statutory rate with the effective tax
rate for the years ended November 30 follows:
2025
2024
2023
Federal statutory tax rate
21.0%
21.0%
21.0%
State income taxes, net of federal benefits
0.7
0.9
1.9
International tax at different effective rates
0.7
0.6
0.3
U.S. tax on remitted and unremitted earnings
2.1
1.8
0.9
Changes in prior year tax contingencies
(1.1)
(1.4)
(0.8)
Legal entity reorganization
—
(2.3)
—
Valuation allowances
—
0.7
(0.4)
U.S. research credits
(1.4)
(1.3)
(1.5)
Other, net
(0.6)
0.5
0.4
Total
21.4%
20.5%
21.8%
Deferred tax assets and liabilities are comprised of the following as of
November 30:
(millions)
2025
2024
Deferred tax assets
Employee benefit liabilities
$ 39.4
$ 48.9
Other accrued liabilities
37.9
36.0
Inventory
17.9
18.3
Tax loss and credit carryforwards
76.4
69.0
Lease liabilities
10.9
10.6
Research expenditures
86.3
64.0
Other
27.8
28.0
Valuation allowance
(41.1)
(33.5)
255.5
241.3
Deferred tax liabilities
Depreciation
107.7
96.8
Intangible assets
852.1
849.5
Lease ROU assets
20.0
16.1
Other
12.6
19.7
992.4
982.1
Net deferred tax liability
$(736.9)
$(740.8)
At November 30, 2025, we have tax loss carryforwards of $166.5 million.
Of these carryforwards, $4.9 million expire in 2026, $13.8 million from
2027 through 2028, $35.5 million from 2029 through 2042, and $112.3
million may be carried forward indefinitely. At November 30, 2025,
we also have U.S. foreign tax credit carryforwards of $32.5 million. Of
these carryforwards, $6.4 million expires in 2030, $8.1 million from 2031
through 2032, and $18.0 million from 2033 through 2035.
A valuation allowance has been provided to cover deferred tax assets
that are not more likely than not realizable. The net increase of $7.6
million in the valuation allowance from November 30, 2024 to
November 30, 2025 resulted primarily from the net increase of valua
tion allowances for net operating losses and other tax attributes in the
U.S. and certain non-U.S. jurisdictions.
Income taxes are not provided for unremitted earnings of our non-U.S.
subsidiaries and joint ventures where our intention is to reinvest those
earnings indefinitely. As of November 30, 2025, we have $1.7 billion of
earnings that are considered indefinitely reinvested. We have not provided
any deferred taxes with respect to items such as foreign withholding
taxes, other income taxes, or foreign exchange gain or loss with respect
to those earnings. It is not practicable for us to determine the amount of
unrecognized tax expense on these reinvested international earnings.
2025 Annual Report 70
The following table summarizes the activity related to our gross unrec
ognized tax benefits for the years ended November 30:
(millions)
2025
2024
2023
Balance at beginning of year
$17.8
$ 24.0
$25.1
Additions for current year tax positions
2.9
4.4
3.9
Additions for prior year tax positions
0.1
—
1.3
Reductions of prior year tax positions
(4.0)
—
(3.6)
Statute expirations
(4.6)
(10.5)
(1.3)
Settlements
—
—
(1.3)
Foreign currency translation
0.1
(0.1)
(0.1)
Balance at November 30
$12.3
$ 17.8
$24.0
As of November 30, 2025, 2024, and 2023, if recognized, $12.3 million,
$17.8 million, and $24.0 million, respectively, of the unrecognized tax
benefits would affect the effective rate.
We record interest and penalties on income taxes in income tax
expense. We recognized interest and penalty expense (benefit) of
$(0.8) million, $(0.9) million, and $(0.5) million in 2025, 2024, and 2023,
respectively. As of November 30, 2025 and 2024, we had accrued $2.1
million and $2.9 million, respectively, of interest and penalties related
to unrecognized tax benefits.
Tax settlements or statute of limitation expirations could result in a
change to our uncertain tax positions. We believe that the reasonably pos
sible total amount of unrecognized tax benefits as of November 30, 2025
that could decrease in the next 12 months as a result of various statute
expirations, audit closures and/or tax settlements would not be material.
We file income tax returns in the U.S. federal jurisdiction and various
state and non-U.S. jurisdictions. The open years subject to tax audits
vary depending on the tax jurisdictions. In the U.S federal jurisdiction,
we are no longer subject to income tax audits by taxing authorities for
years before 2022. In other major jurisdictions, we are no longer sub
ject to income tax audits by taxing authorities for years before 2014.
We are under normal recurring tax audits in the U.S. and in several
jurisdictions outside the U.S. While it is often difficult to predict the
final outcome or the timing of resolution of any particular uncertain tax
position, we believe that our reserves for uncertain tax positions are
adequate to cover existing risks and exposures.
13. CAPITAL STOCK AND EARNINGS PER SHARE
We have 640,000,000 authorized shares of each class of common stock
with an established the par value for each class of common stock
at $0.01 per share. The par value and additional paid in capital
associated with each class of common stock is recorded in Common
stock and Common stock non-voting in our consolidated balance sheet.
Holders of Common Stock have full voting rights except that (1) the voting
rights of persons who are deemed to own beneficially 10% or more of
the outstanding shares of Common Stock are limited to 10% of the votes
entitled to be cast by all holders of shares of Common Stock regardless of
how many shares in excess of 10% are held by such person; (2) we have
the right to redeem any or all shares of Common Stock owned by such
person unless such person acquires more than 90% of the outstanding
shares of each class of our common stock; and (3) at such time as such
person controls more than 50% of the votes entitled to be cast by the
holders of outstanding shares of Common Stock, automatically, on a
share-for-share basis, all shares of Common Stock Non-Voting will
convert into shares of Common Stock.
Holders of Common Stock Non-Voting will vote as a separate class
on all matters on which they are entitled to vote. Holders of Common
Stock Non-Voting are entitled to vote on reverse mergers and statutory
share exchanges where our capital stock is converted into other secu
rities or property, dissolution of the Company and the sale of substan
tially all of our assets, as well as forward mergers and consolidation
of the Company or any amendment to our charter repealing the right of
the Common Stock Non-Voting to vote on any such matters.
The reconciliation of shares outstanding used in the calculation of basic
and diluted earnings per share for the years ended November 30 follows:
(millions)
2025
2024
2023
Average shares outstanding—basic
268.5
268.5
268.4
Effect of dilutive securities:
Stock options/RSUs/LTPP
0.9
1.1
1.4
Average shares outstanding—diluted
269.4
269.6
269.8
The following table sets forth the stock options and RSUs for the years
ended November 30 which were not considered in our earnings per
share calculation since they were antidilutive:
(millions)
2025
2024
2023
Antidilutive securities
3.5
3.4
2.2
14. COMMITMENTS AND CONTINGENCIES
During the normal course of our business, we are involved with various
claims and litigation. Reserves are established in connection with such
matters when a loss is probable and the amount of such loss can be
reasonably estimated. At November 30, 2025 and 2024, no material
reserves were recorded. The determination of probability and the
estimation of the actual amount of any such loss are inherently unpre
dictable, and it is therefore possible that the eventual outcome of such
claims and litigation could exceed the estimated reserves, if any. How
ever, we do not expect the outcome of the matters currently pending
will have a material adverse effect on our financial statements.
15. BUSINESS SEGMENTS AND GEOGRAPHIC AREAS
Business Segments
We operate in two business segments: Consumer and Flavor Solutions.
The Consumer and Flavor Solutions segments manufacture, market and
distribute herbs, spices, seasoning mixes, condiments and other flavor
ful products throughout the world. Our Consumer segment sells to retail
channels, including grocery, mass merchandise, warehouse clubs, dis
count and drug stores, and e-commerce under the “McCormick” brand
and a variety of brands around the world, including “French’s,” “Frank’s
RedHot,” “Lawry’s,” “Zatarain’s,” “Simply Asia,” “Thai Kitchen,”
“Ducros,” “Vahiné,” “Cholula,” “Schwartz,” “Club House,” “Kamis,”
“DaQiao,” “La Drogheria,” “Stubb’s,” “OLD BAY,” and “Gourmet
Garden.” Our Flavor Solutions segment sells to food manufacturers and
the foodservice industry both directly and indirectly through distributors,
with the exception of our businesses in China where foodservice sales
are managed by and reported in our Consumer segment.
Our CODM is our Chairman, President & Chief Executive Officer. Our
CODM uses operating income excluding special charges and transaction
and integration expenses related to our acquisitions to manage segment
performance and allocate resources across segments and considers
variances of actual performance to our annual budget and periodic
forecasts as well as year over year performance when making
decisions. Special charges and transaction and integration expenses
71 McCormick & Company, Inc.
are excluded from operating income in our internal reporting to the
CODM as this activity is managed separately from the business
segments. Activity related to special charges, including transaction
and integration expenses, is described in Note 2. Transaction and
integration expenses include the amortization of the acquisition-date
fair value adjustment of inventories included in cost of goods sold,
costs directly associated with that acquisition and costs associated
with integrating the businesses.
Although the segments are managed separately due to their distinct
distribution channels and marketing strategies, manufacturing and
warehousing are often integrated to maximize cost efficiencies. As a
result, jointly utilized assets, including fixed assets, and depreciation
and amortization expense are not maintained by individual segment.
Depreciation and amortization expense is allocated to the segments
except for amounts that are recognized in interest.
We have a large number of customers for our products. Sales to one of
our Consumer segment customers, Wal-Mart Stores, Inc., accounted
for approximately 12% of consolidated sales in 2025, 2024, and 2023.
Sales to one of our Flavor Solutions segment customers, PepsiCo, Inc.,
accounted for approximately 12%, 13%, and 13% of consolidated
sales in 2025, 2024, and 2023, respectively.
Accounting policies for measuring segment operating income and
assets are consistent with those described in Note 1. Because of
integrated manufacturing for certain products within the segments,
products are not sold from one segment to another but rather inventory
is transferred at cost. Inter-segment transfers are not material. Cor
porate assets include cash, deferred taxes, investments, and certain
fixed assets.
Business Segment Results
(millions)
Consumer
Flavor
Solutions
Total
segments
Corporate &
other
Total
2025
Net sales
$3,950.3
$2,890.0
$ 6,840.3
$ —
$ 6,840.3
Cost of goods sold excluding special charges
2,187.4
2,058.6
4,246.0
—
4,246.0
SG&A expense
1,028.0
472.3
1,500.3
—
1,500.3
Operating income excluding special charges
734.9
359.1
1,094.0
—
1,094.0
Income from unconsolidated operations
68.7
3.5
72.2
—
72.2
Assets
—
—
12,511.6
688.8
13,200.4
Capital expenditures
—
—
176.4
45.4
221.8
Depreciation and amortization
—
—
227.2
4.1
231.3
2024
Net sales
$3,848.5
$2,875.2
$ 6,723.7
$ —
$ 6,723.7
Cost of goods sold
2,074.2
2,058.5
4,132.7
—
4,132.7
SG&A expense
1,034.0
487.2
1,521.2
—
1,521.2
Operating income excluding special charges
740.3
329.5
1,069.8
—
1,069.8
Income from unconsolidated operations
71.2
3.0
74.2
—
74.2
Assets
—
—
12,359.4
710.9
13,070.3
Capital expenditures
—
—
234.1
40.8
274.9
Depreciation and amortization
—
—
204.7
4.1
208.8
2023
Net sales
$3,807.3
$2,854.9
$ 6,662.2
$ —
$ 6,662.2
Cost of goods sold
2,044.4
2,115.3
4,159.7
—
4,159.7
SG&A expense
1,027.4
450.9
1,478.3
—
1,478.3
Operating income excluding special charges
735.5
288.7
1,024.2
—
1,024.2
Income from unconsolidated operations
54.7
1.7
56.4
—
56.4
Assets
—
—
12,233.1
629.2
12,862.3
Capital expenditures
—
—
234.9
29.0
263.9
Depreciation and amortization
—
—
194.8
4.5
199.3
2025 Annual Report 72
A reconciliation of cost of goods sold excluding special charges and operating income excluding special charges to cost of goods sold and operating
income for 2025, 2024, and 2023 is as follows:
(millions)
Consumer
Flavor
Solutions
Total
2025
Cost of goods sold excluding special charges
$2,187.4
$2,058.6
$4,246.0
Special charges
1.3
0.8
2.1
Cost of goods sold
$2,188.7
$2,059.4
$4,248.1
Operating income excluding special charges
$ 734.9
$ 359.1
$1,094.0
Less: Special charges
13.6
9.6
23.2
Operating income
$ 721.3
$ 349.5
$1,070.8
2024
Operating income excluding special charges
$ 740.3
$ 329.5
$1,069.8
Less: Special charges
3.4
6.1
9.5
Operating income
$ 736.9
$ 323.4
$1,060.3
2023
Operating income excluding special charges expenses
$ 735.5
$ 288.7
$1,024.2
Less: Special charges
35.8
25.4
61.2
Operating income
$ 699.7
$ 263.3
$ 963.0
Total segment operating income as disclosed in the preceding table represents our consolidated operating income. The reconciliation of that
operating income to income from consolidated operations before income taxes, which includes interest expense and other income, net is presented on
the consolidated income statement.
Geographic Areas
We have net sales and long-lived assets in the following geographic areas:
(millions)
United States
EMEA
Other countries
Total
2025
Net sales
$4,168.3
$1,268.5
$1,403.5
$ 6,840.3
Long-lived assets
8,016.0
1,196.2
831.0
10,043.2
2024
Net sales
$4,103.9
$1,239.3
$1,380.5
$ 6,723.7
Long-lived assets
8,017.9
1,117.0
824.5
9,959.4
2023
Net sales
$4,083.8
$1,212.8
$1,365.6
$ 6,662.2
Long-lived assets
7,946.1
1,138.6
856.8
9,941.5
Long-lived assets include property, plant and equipment, goodwill and
intangible assets, net of accumulated depreciation and amortization.
Product Categories
Our net sales by product categories consist of the following:
For the year ended November 30 (millions)
2025
2024
2023
Consumer segment:
Spices & seasoning
$1,707.6 $1,651.0
$1,578.3
Recipe mixes
439.1
437.7
430.5
Condiments & sauces
950.9
936.6
921.0
Regional leaders
852.7
823.2
877.5
Flavor Solutions segment:
Flavors
1,619.9
1,618.6
1,585.7
Branded foodservice
614.1
615.1
598.4
Custom condiments
329.3
336.8
317.1
Coatings, bulk spices & herbs
326.7
304.7
353.7
Total net sales
$6,840.3 $6,723.7
$6,662.2
16. SUPPLEMENTAL FINANCIAL STATEMENT DATA
Supplemental consolidated information with respect to our income
statement, balance sheet, and cash flow follow:
For the year ended November 30 (millions)
2025
2024
2023
Other income, net
Interest income
$40.1
$45.9
$36.6
Pension and other postretirement benefit
income
4.8
8.4
10.7
Other
(6.5)
(6.9)
(3.4)
$38.4
$47.4
$43.9
73 McCormick & Company, Inc.
At November 30 (millions)
2025
2024
Trade accounts receivable allowance for doubtful
accounts
$ 4.1
$ 4.7
Inventories
Finished products
$ 629.1 $ 618.3
Raw materials and work-in-process
642.9
621.6
$ 1,272.0 $1,239.9
Prepaid expenses
$ 53.2 $ 51.5
Other current assets
88.1
74.1
$ 141.3
$ 125.6
Property, plant and equipment
Land and improvements
$ 98.6 $ 94.1
Buildings (including finance leases)
925.1
835.8
Machinery, equipment and other
1,747.5
1,571.2
Construction-in-progress
186.8
247.1
Accumulated depreciation
(1,509.2)
(1,335.2)
$ 1,448.8 $1,413.0
Other long-term assets
Investments in affiliates
$ 167.8 $ 152.2
Long-term investments
132.9
130.5
Right of use asset
216.8
211.0
Software, net of accumulated amortization of
$307.1 for 2025 and $288.4 for 2024
208.7
179.1
Pension asset
147.3
122.4
Other
145.6
176.7
$ 1,019.1 $ 971.9
Other accrued liabilities
Payroll and employee benefits
$ 168.2 $ 192.8
Sales allowances
228.8
206.4
Dividends payable
128.9
120.7
Other
386.4
376.5
$ 912.3 $ 896.4
Other long-term liabilities
Pension
$ 79.1 $ 84.4
Postretirement benefits
39.3
40.5
Operating lease liability
167.7
166.6
Other
142.4
145.1
$ 428.5 $ 436.6
For the year ended November 30 (millions)
2025
2024
2023
Depreciation
$163.2
$143.3
$135.3
Software amortization
24.3
21.9
19.1
Interest paid
192.8
210.1
203.6
Income taxes paid
239.6
221.0
118.3
Dividends paid per share were $1.80 in 2025, $1.68 in 2024, and $1.56
in 2023. Dividends declared per share were $1.83 in 2025, $1.71 in
2024, and $1.59 in 2023.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures, as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934, as of the end of the period covered
by this report. Based on that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures were
effective.
Internal Control over Financial Reporting
Management’s report on our internal control over financial reporting
and the report of our Independent Registered Public Accounting Firm
on internal control over financial reporting are included in our 2025
financial statements in Item 8 of this Report under the captions enti
tled “Report of Management” and “Report of Independent Registered
Public Accounting Firm.”
ITEM 9B. OTHER INFORMATION
None of our directors or officers (as defined in Rule 16a-1(f) under the
Exchange Act) adopted or terminated a Rule 10b5-1 trading arrange
ment or a non-Rule 10b5-1 trading arrangement (as defined in Item
408(c) of Regulation S-K) during the fourth quarter of fiscal year 2025.
ITEM 9C. DISCLOSURE REGARDING FOREIGN
JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
2025 Annual Report 74
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE
Information responsive to this item is set forth in the sections titled
“Corporate Governance,” “Election of Directors,” and “Insider Trading
Policies and Procedures” in our 2026 Proxy Statement, incorporated by
reference herein, to be filed within 120 days after the end of our fiscal
year.
We have adopted a code of ethics that applies to all employees,
including our principal executive officer, principal financial officer,
principal accounting officer, and our Board of Directors. A copy
of the code of ethics is available on our internet website at
www.mccormickcorporation.com. We will satisfy the disclosure
requirement under Item 5.05 of Form 8-K regarding any material
amendment to our code of ethics, and any waiver from a provision
of our code of ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer, or persons
performing similar functions, by posting such information on our
website at the internet website address set forth above.
ITEM 11. EXECUTIVE COMPENSATION
Information responsive to this item is incorporated herein by reference
to the sections titled “Compensation of Directors,” “Compensation
Discussion and Analysis,” “Compensation and Human Capital Commit
tee Report,” “Summary Compensation Table,” “Grants of Plan-Based
Awards,” “Narrative to the Summary Compensation Table,” “Outstand
ing Equity Awards at Fiscal Year-End,” “Option Exercises and Stock
Vested in Last Fiscal Year,” “Retirement Benefits,” “Non-Qualified
Deferred Compensation,” “Potential Payments Upon Termination or
Change in Control,” “Compensation and Human Capital Committee
Interlocks and Insider Participation,” “Policies and Practices Related
to the Grant of Certain Equity Awards Close in Time to the Release
of Material Nonpublic Information”, and “Equity Compensation Plan
Information” in the 2026 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information responsive to this item is incorporated herein by reference
to the sections titled “Principal Stockholders,” “Election of Direc
tors,” and “Equity Compensation Plan Information” in the 2026 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information responsive to this item is incorporated herein by reference
to the section entitled “Corporate Governance” in the 2026 Proxy
Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is Ernst & Young
LLP, Baltimore, Maryland, PCAOB ID: 00042.
Information responsive to this item is incorporated herein by reference
to the section titled “Report of Audit Committee” and “Fees of
Independent Registered Public Accounting Firm” in the 2026 Proxy
Statement.
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
List of documents filed as part of this Report.
1. Consolidated Financial Statements
The Consolidated Financial Statements for McCormick & Company,
Incorporated and related notes, together with the Report of Manage
ment, and the Reports of Ernst & Young LLP dated January 22, 2026,
are included herein in Part II, Item 8.
2. Consolidated Financial Statement Schedule
Supplemental Financial Schedule:
II–Valuation and Qualifying Accounts
Schedules other than that listed above are omitted because of the
absence of the conditions under which they are required or because
the information called for is included in the consolidated financial
statements or notes thereto.
3. Exhibits required to be filed by Item 601 of Regulation S-K
The information called for by this item is incorporated herein by refer
ence from the Exhibit Index included in this Report.
75 McCormick & Company, Inc.
EXHIBIT INDEX
The following exhibits are attached or incorporated herein by reference:
Exhibit Number
Description
(3)
(i)
Articles of Incorporation and By-Laws
Restatement of Charter of McCormick & Company, Incorpo
rated dated April 16, 1990
Incorporated by reference from Exhibit 4 of Registration
Form S-8, Registration No. 33-39582 as filed with the Securi
ties and Exchange Commission on March 25, 1991.
Articles of Amendment to Charter of McCormick & Company,
Incorporated dated April 1, 1992
Incorporated by reference from Exhibit 4 of Registration
Form S-8, Registration Statement No. 33-59842 as filed with
the Securities and Exchange Commission on March 19, 1993.
Articles of Amendment to Charter of McCormick & Company,
Incorporated dated March 27, 2003
Incorporated by reference from Exhibit 4 of Registration
Form S-8, Registration Statement No. 333-104084 as filed with
the Securities and Exchange Commission on March 28, 2003.
Articles of Amendment to Charter of McCormick & Company,
Incorporated dated April 2, 2021
Incorporated by reference from Exhibit 3(i) of McCormick’s
Form 10-Q for the quarter ended May 31, 2021, File No.
1-14920, as filed with the Securities and Exchange
Commission on July 1, 2021.
(ii)
By-Laws
By-Laws of McCormick & Company, Incorporated Amended
and Restated on November 26, 2019
Incorporated by reference from Exhibit 99.1 of McCormick’s
Form 8-K dated November 26, 2019, File No. 1-14920, as filed
with the Securities and Exchange Commission on November 26,
2019.
(4)
Instruments defining the rights of security holders, including indentures
(i)
See Exhibit 3 (Restatement of Charter and By-Laws)
(ii)
Summary of Certain Exchange Rights, incorporated by reference from Exhibit 4.1 of McCormick’s Form 10-Q for the quarter ended
August 31, 2001, File No. 1-14920, as filed with the Securities and Exchange Commission on October 12, 2001.
(iii)
Indenture dated July 8, 2011 between McCormick and U.S. Bank National Association, incorporated by reference from Exhibit 4.1
of McCormick’s Form 8-K dated July 5, 2011, File No. 1-14920, as filed with the Securities and Exchange Commission on July 8,
2011.
(iv)
Form of 3.40% Notes due 2027, incorporated by reference from Exhibit 4.4 of McCormick’s Form 8-K dated August 7, 2017, File No.
1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.
(v)
Form of 4.20% Notes due 2047, incorporated by reference from Exhibit 4.5 of McCormick’s Form 8-K dated August 7, 2017, File No.
1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.
(vi)
Form of 2.50% Notes due 2030, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated April 13, 2020, File No.
1-14920, as filed with the Securities and Exchange Commission on April 16, 2020.
(vii)
Form of 0.90% Notes due 2026, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated February 11, 2021, File
No. 1-14920, as filed with the Securities and Exchange Commission on February 11, 2021.
(viii)
Form of 1.85% Notes due 2031, incorporated by reference from Exhibit 4.3 of McCormick’s Form 8-K dated February 11, 2021, File
No. 1-14920, as filed with the Securities and Exchange Commission on February 11, 2021.
(ix)
Form of 4.95% Notes due 2033, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated April 6, 2023, File No.
1-14920, as filed with the Securities and Exchange Commission on April 6, 2023.
(x)
Form of 4.70% Notes due 2034, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated October 8, 2024, File No.
1-14920, as filed with the Securities and Exchange Commission on October 8, 2024.
(xi)
Description of Securities of McCormick & Company, Incorporated, incorporated by reference from Exhibit 4(xiii) of McCormick’s
Form 10-K for the fiscal year ended November 30, 2021, File No. 1-14920, as filed with the Securities and Exchange Commission on
January 27, 2022.
2025 Annual Report 76
Exhibit Number
Description
(10)
Material contracts
(i)
Deferred Compensation Plan, as restated on January 1, 2000, and amended on August 29, 2000, September 5, 2000 and May 16,
2003, in which directors, officers and certain other management employees participate, a copy of which Plan document and amend
ments was attached as Exhibit 10(viii) of McCormick’s Form 10-Q for the quarter ended August 31, 2003, File No. 1-14920, as filed
with the Securities and Exchange Commission on October 14, 2003, and incorporated by reference herein.*
(ii)
2004 Long-Term Incentive Plan, in which officers and certain other management employees participate, is set forth in Exhibit A
of McCormick’s definitive Proxy Statement dated February 17, 2004, File No. 1-14920, as filed with the Securities and Exchange
Commission on February 17, 2004, and incorporated by reference herein.*
(iii)
Non-Qualified Retirement Savings Plan, with an effective date of February 1, 2017, in which directors, officers and certain other
management employees participate, a copy of which Plan document was attached as Exhibit 10(v) of McCormick’s Form 10-Q for
the quarter ended February 28, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on March 28, 2017,
and incorporated by reference herein.*
(iv)
The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth
in Exhibit A of McCormick’s definitive Proxy Statement dated February 20, 2008, File No. 1-14920, as filed with the Securities and
Exchange Commission on February 20, 2008, and incorporated by reference herein, as amended by Amendment No. 1 thereto,
which Amendment is incorporated by reference from Exhibit 10(xi) of McCormick’s 10-K for the fiscal year ended November 30,
2008, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2009.*
(v)
The Amended and Restated 2013 Omnibus Incentive Plan, in which directors, officers and certain other management employees
participate, is incorporated by reference from Exhibit A of McCormick’s definitive Proxy Statement dated February 14, 2019, File No.
1-14920, as filed with the Securities and Exchange Commission on February 14, 2019.*
(vi)
The 2022 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is incorporated
by reference from Exhibit A of McCormick’s definitive Proxy Statement dated February 17, 2022, File No. 1-14920, as filed with the
Securities and Exchange Commission on February 17, 2022.*
(vii)
Amendment No. 1 to the 2022 Omnibus Incentive Plan is incorporated by reference from Exhibit 10(vii) of McCormick’s Form 10-Q
for the quarter ended May 31, 2022, File No. 1-14920, as filed with the Securities and Exchange Commission on June 29, 2022.*
(viii)
Form of Long-Term Performance Plan Agreement, incorporated by reference from Exhibit 10(i) of McCormick’s Form 8-K/A, as
amended, dated March 30, 2022, File No. 1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*
(ix)
Form of Restricted Stock Units Agreement, incorporated by reference from Exhibit 10(ii) of McCormick’s Form 8-K/A, as amended,
dated March 30, 2022, File No. 1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*
(x)
Form of Restricted Stock Units Agreement for Directors, incorporated by reference from Exhibit 10(iii) of McCormick’s Form 8-K/A,
as amended, dated March 30, 2022, File No. 1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*
(xi)
Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(iv) of McCormick’s Form 8-K/A, as
amended, dated March 30, 2022, File No. 1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*
(xii)
Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference from Exhibit 10(v) of McCormick’s
Form 8-K/A, as amended, March 30, 2022, File No. 1-14920, as filed with the Securities and Exchange Commission on April 5, 2022.*
(xiii)
Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(xii) of McCormick’s Form 10-Q for the
quarter ended May 31, 2024, File No. 1-14920, as filed with the Securities and Exchange Commission on June 27, 2024.*
(xiv)
Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference from Exhibit 10(xiv) of McCormick’s
Form 10-Q for the quarter ended May 31, 2024, File No. 1-14920, as filed with the Securities and Exchange Commission on June 27,
2024.*
(xv)
Form of Stock Option Agreement for the Value Creation Acceleration Program, incorporated by reference from Exhibit 99.1 of
McCormick’s Form 8-K, File No. 1-14920, as filed with the Securities and Exchange Commission on December 3, 2020.*
(xvi)
Form of Indemnification Agreement, incorporated by reference from Exhibit 10(xv) of McCormick’s Form 10-Q for the quarter ended
February 28, 2014, File No. 1-14920, as filed with the Securities and Exchange Commission on March 26, 2014.*
(xvii)
Severance Plan for Executives, incorporated by reference from Exhibit 10(xix) of McCormick’s Form 10-Q for the quarter ended
February 28, 2015, File No. 1-14920, as filed with the Securities and Exchange Commission on March 31, 2015.*
(19)
McCormick Insider Trading Policy, incorporated by reference from Exhibit 19 of McCormick’s Form 10-K for the fiscal year ended
November 30, 2024, File No. 1-14920, as filed with the Securities and Exchange Commission on January 23, 2025.
(21)
Subsidiaries of McCormick
Filed herewith
(23)
Consents of experts and counsel
Filed herewith
77 McCormick & Company, Inc.
Exhibit Number
Description
(31)
Rule 13a-14(a)/15d-14(a) Certifications
Filed herewith
(i)
Certification of Brendan M. Foley, Chairman, President, and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(ii)
Certification of Marcos M. Gabriel, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule
15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)
Section 1350 Certifications
Filed herewith
(i)
Certification of Brendan M. Foley, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b)
under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(ii)
Certification of Marcos M. Gabriel, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule
15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(97)
McCormick Clawback Policy, incorporated by reference from Exhibit 97 of McCormick’s Form 10-K for the fiscal year ended Novem
ber 30, 2023, File No. 1-14920, as filed with the Securities and Exchange Commission on January 25, 2024.
(101)
The following financial information from the Annual Report on Form 10-K of McCormick for the year ended November 30, 2025,
filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance
Sheets; (ii) Consolidated Income Statements; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements
of Shareholders’ Equity; (v) Consolidated Cash Flow Statements; and (vi) Notes to Consolidated Financial Statements.
(104)
Inline XBRL for the cover page of this Annual Report on Form 10-K of McCormick for the year ended November 30, 2025, filed
electronically herewith, included in the Exhibit 101 Inline XBRL Document Set.
*
Management contract or compensatory plan or arrangement.
McCormick hereby undertakes to furnish to the Securities and Exchange Commission, upon its request, copies of additional instru
ments of McCormick with respect to long-term debt that involve an amount of securities that do not exceed 10% of the total assets
of McCormick and its subsidiaries on a consolidated basis, pursuant to Regulation S-K, Item 601(b)(4)(iii)(A).
2025 Annual Report 78
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, McCormick has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
McCORMICK & COMPANY, INCORPORATED
By:
/s/ Brendan M. Foley
Chairman, President & Chief Executive Officer
January 22, 2026
Brendan M. Foley
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
McCormick and in the capacities and on the dates indicated.
Principal Executive Officer:
By:
/s/ Brendan M. Foley
Chairman, President & Chief Executive Officer
January 22, 2026
Brendan M. Foley
Principal Financial Officer:
By:
/s/ Marcos M. Gabriel
Executive Vice President & Chief Financial Officer
January 22, 2026
Marcos M. Gabriel
Principal Accounting Officer:
By:
/s/ Gregory P. Repas
Vice President & Controller Principal Accounting Officer
January 22, 2026
Gregory P. Repas
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, being a majority of
the Board of Directors of McCormick & Company, Incorporated, on the date indicated:
THE BOARD OF DIRECTORS:
DATE:
/s/ Anne L. Bramman
January 22, 2026
Anne L. Bramman
/s/ Michael A. Conway
January 22, 2026
Michael A. Conway
/s/ Brendan M. Foley
January 22, 2026
Brendan M. Foley
/s/ Michael D. Mangan
January 22, 2026
Michael D. Mangan
/s/ Maritza G. Montiel
January 22, 2026
Maritza G. Montiel
/s/ Margaret M.V. Preston
January 22, 2026
Margaret M.V. Preston
/s/ Gary M. Rodkin
January 22, 2026
Gary M. Rodkin
/s/ Valarie Sheppard
January 22, 2026
Valarie Sheppard
/s/ Jacques Tapiero
January 22, 2026
Jacques Tapiero
/s/ Terry S. Thomas
January 22, 2026
Terry S. Thomas
/s/ W. Anthony Vernon
January 22, 2026
W. Anthony Vernon
79 McCormick & Company, Inc.
Supplemental Financial Schedule II Consolidated
McCORMICK & COMPANY, INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
Column A
Column B
Column C Additions
Column D
Column E
Description
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other
accounts
Deductions(1)
Balance at
end of period
Deducted from asset accounts:
Year ended November 30, 2025:
Allowance for doubtful receivables
$ 4.7
$(0.2)
$(0.1)
$(0.3)
$ 4.1
Valuation allowance on net deferred tax assets
33.5
9.9
0.5
(2.8)
41.1
$38.2
$ 9.7
$ 0.4
$(3.1)
$45.2
Deducted from asset accounts:
Year ended November 30, 2024:
Allowance for doubtful receivables
$ 5.9
$ 0.3
$(1.2)
$(0.3)
$ 4.7
Valuation allowance on net deferred tax assets
25.9
8.0
0.1
(0.5)
33.5
$31.8
$ 8.3
$(1.1)
$(0.8)
$38.2
Deducted from asset accounts:
Year ended November 30, 2023:
Allowance for doubtful receivables
$ 7.3
$(0.7)
$(1.2)
$ 0.5
$ 5.9
Valuation allowance on net deferred tax assets
26.4
3.7
—
(4.2)
25.9
$33.7
$ 3.0
$(1.2)
$(3.7)
$31.8
(1) Includes the impact of foreign currency exchange.
Investor Information
GLOBAL HEADQUARTERS
McCormick & Company, Incorporated
24 Schilling Road
Hunt Valley, MD 21031 USA
(410) 771-7301
mccormickcorporation.com
STOCK LISTING
New York Stock Exchange
Symbols: MKC, MKC.V
ANNUAL MEETING
The annual meeting of shareholders will
be conducted exclusively online at
virtualshareholdermeeting.com/MKC2026
at 10:00 a.m., Eastern Time, Wednesday,
April 1, 2026. Please refer to the Proxy Statement
for information concerning the meeting.
TRANSFER AGENT AND REGISTRAR
For questions about your account, statements,
dividend payments, reinvestment, and direct deposit
and for address changes, lost certificates, stock
transfers, ownership changes, or other administrative
matters, contact our transfer agent and registrar.
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
(877) 778-6784 or (651) 450-4064
shareowneronline.com
DIVIDENDS
McCormick has paid dividends every year
since 1925. Dividends are normally paid quarterly
in January, April, July, and October.
INVESTOR SERVICES PLAN
(DIVIDEND REINVESTMENT AND DIRECT
PURCHASE PLAN)
We offer an Investor Services Plan, which provides
shareholders of record the opportunity to automatically
reinvest dividends, make optional cash purchases
of stock, place stock certificates into safekeeping,
and sell shares. Individuals who are not current
shareholders may purchase their initial shares directly
through the Plan.
All transactions are subject to the limitations set forth
in the Plan prospectus, which may be obtained by
contacting our transfer agent and registrar.
INVESTOR INFORMATION
For the latest investor information, including annual
reports, press releases, presentations and webcasts,
corporate governance principles, and SEC filings,
please visit ir.mccormick.com.
ELECTRONIC DELIVERY OF ANNUAL REPORT
AND PROXY STATEMENT
If you would like to receive next year’s annual report
and proxy statement electronically, you may enroll
at enroll.icsdelivery.com/mkc.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP
1201 Wills Street, Suite 310
Baltimore, MD 21231
TRADEMARKS
Use of ® or ™ in this annual report indicates trademarks
including those owned or used by McCormick
& Company, Incorporated, and its subsidiaries
and affiliates. All marks are the property of their
respective owners.
Visit our company and brands on:
McCormick has offset 10,000 pounds
of paper used for the production
of this report by planting 120 trees
in Malaysia.
Please visit printreleaf.com
to learn more.
CERTIFIED REFORESTED
BX_6969CDBEEC61
McCormick & Company, Incorporated
24 Schilling Road, Hunt Valley, MD 21031 USA
mccormickcorporation.com