Financial Analysis

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 unpredictable, and it is therefore possible that the eventual outcome of such claims and litigation could exceed the estimated reserves, if any. However, we do not expect the outcome of the matters currently pending will have a material adverse effect on our financial statements.

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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%. …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

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, discounted 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 activi …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

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 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

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 li …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES Our lease portfolio primarily consists of (i) certain real estate, including those related to a number of administrative, distribution and manufacturing 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 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

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 relationships, 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 reference 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 facility 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 entitie …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"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 benefits 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 ratefunded plans 5.5 % 5.3 % 5.1 % 4.7 % Discount rateunfunded plan 5.4 % 5.3 % % % Salary scale % % 2.9 % 2.9 % The significant assumption …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

"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 flavorful products throughout the world. Our Consumer segment sells to retail channels, including grocery, mass merchandise, warehouse clubs, discount and drug stores, and e-commerce under the McCormick brand and a variety of brands around the world, including French's, Frank's RedHot, Lawrys, Zatarains, Simply Asia, Thai Kitchen, Ducros, Vahine, ""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 are excluded from operating income in our …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"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 adjustments 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 currencyare included in net income, except for intercompany transactions designated as long-term investments. Our unconsolidated affiliates located outside the U.S. generally use their local currencies as their functi …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"MERGERS AND ACQUISITIONS Acquisitions are part of our strategy to increase sales and profits. The McCormick de Mexico and Jurado acquisitions described below were recorded as business combinations with the excess of total consideration over the estimated fair value of assets acquired and liabilities assumed recorded as goodwill. McCormick de Mexico On January 2, 2026, we completed the acquisition of an additional 25% ownership interest in McCormick de Mexico from Grupo Herdez, for a purchase price of $750 million, which increased our ownership to a 75% controlling interest. 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. We believe the acquisition creates opportunities for further growth in the Mexican market and provides a strategic platform for further expansion in Latin America. The purchase of the additional 25% ownership interest was funded through a combination of cash on hand and commercial paper borrowings. Prior to the acquisition of the additional ownership interest, we accounted for our 50% ownership interest in McCormick de Mexico as an equity method investment and recorded our proportional share of earnings as income from unconsolidated operations. The acquisition of the additional ownership interest resulted in the consolidation of McCormick de Mexico's financial results, which have been included as a component of our consumer a …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

"FINANCING ARRANGEMENTS AND FINANCIAL INSTRUMENTS Debt and Credit Facilities 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 Secured Overnight Financing Rate (SOFR) plus 1.125%. The pricing of the credit facility is based on a credit rating that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.50%. The provisions of the revolving credit facility restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio, consistent with our five-year $2.0 billion revolving credit facility (the five-year facility). We do not expect this covenant will limit our access to those facilities for the foreseeable future. In February 2026, we issued $500 million aggregate principal amount of 4.15% unsecured senior notes due 2029. Interest is payable semiannually in February and August of each year, beginning in August 2026. The net proceeds received from the issuances of these notes of $497.1 million were used to repay a portion of the outstanding $500 million 0.90% notes due in February 2026. In March 2026, we entered into the Bridge Commitment Letter in connection with the financing of the pending transaction with Unilever Foods, pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions set forth therein, the Bridge Facility an aggreg …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

STOCK-BASED COMPENSATION We have three 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). The following table sets forth the stock-based compensation expense recorded in Selling, general and administrative (SG&A) expense (in millions): Three months ended May 31, Six months ended May 31, 2026 2025 2026 2025 Stock-based compensation expense $ 8.6 $ 9.6 $ 29.3 $ 29.6 Our 2026 annual grant consisted of RSUs and stock awarded under our LTPP and occurred in the first quarter, similar to the 2025 annual grant. Substantially all the RSUs granted in 2026 and 2025 vest ratably over a three-year period or, if earlier, upon the holders retirement eligibility date. Stock awarded under our LTPP vest ratably over a three-year period. The following is a summary of our stock option activity for the six months ended May 31, 2026 and 2025: 2026 2025 (shares in millions) Number of Shares Weighted- Average Exercise Price Number of Shares Weighted- Average Exercise Price Outstanding at beginning of period 5.5 $ 73.92 6.1 $ 72.25 Exercised (0.3) 49.82 (0.3) 50.08 Forfeited (0.1) 73.45 Outstanding at end of the period 5.2 $ 75.16 5.7 $ 73.33 Exercisable at end of the period 4.9 $ 75.12 4.9 $ 72.83 As of May 31, 2026, there is no intrinsic value (the difference between the exercise price and the market price) for options outstanding and options currently exercisable. The total intrinsi …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

INCOME TAXES Income tax expense for the three and six months ended May 31, 2026 included $7.6 million of net discrete tax benefits consisting principally of the following: (i) $4.2 million of tax benefit associated with the reversal of a deferred tax liability related to the reassessment of a permanent reinvestment assertion, (ii) $3.0 million of tax benefit associated with the adjustment of a valuation allowance, and (iii) $1.2 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S. jurisdiction. Income tax expense for the three months ended May 31, 2025 included $2.4 million of net discrete tax benefits consisting principally of a $1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S. jurisdiction and $0.9 million of excess tax benefits associated with stock compensation. Income tax expense for the six months ended May 31, 2025 included $7.6 million of net discrete tax benefits consisting principally of the following: (i) $5.0 million net tax benefit resulting from the revaluation of deferred taxes associated with enacted legislation, (ii) $1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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 benefits 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 (UK), 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. The following table presents the components of our pension (income) and other postretirement benefits expense for the three and six months ended May 31, 2026 and 2025 (in millions): United States pension International pension Other postretirement benefits 2026 2025 2026 2025 2026 2025 Three months ended May 31, Service cost $ 0.3 $ 0.4 $ 0.1 $ 0.1 $ 0.2 $ 0.2 Interest costs 8.9 8.9 2.7 2.5 0.5 0.6 Expected return on plan assets (9.2) (9.3) (3.7) (3.5) Amortization of prior service costs 0.1 0.1 0.1 0.1 (0.1) Amortization of net actuarial losses (gains) 0.3 0.3 (0.1) (0.1) (0.5) (0.7) Total expense (income) $ 0.4 $ 0.4 $ (0.9 …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

BUSINESS SEGMENTS We operate in two business segments: Consumer and Flavor Solutions. The Consumer and Flavor Solutions segments manufacture, market, and distribute spices, herbs, seasoning mixes, condiments, and other flavorful products throughout the world. Our Consumer segment sells to retail channels, including grocery, mass merchandise, warehouse clubs, discount and drug stores, and e-commerce under the McCormick brand and a variety of brands around the world, including Frenchs, Franks RedHot, Lawrys, Zatarains, Simply Asia, Thai Kitchen, Ducros, Vahine, Cholula, Schwartz, Club House, Kamis, DaQiao, La Drogheria, Stubbs, 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 business 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 are excluded from operating income in our internal reporting to the CODM as this activity is managed separat …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing