FinanceLooker

Excrept from filing document 2024-11-30

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
McCormick is a global leader in flavor We manufacture market and distribute spices seasoning mixes condiments and other flavorful products to the entire food 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
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 dining out purchasing a quick service 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 such as clean label organic natural reduced sodium 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 2024 the consumer segment contributed approximately 57 of consolidated net sales and 69 of consolidated operating income and the flavor solutions segment contributed approximately 43 of consolidated net sales and 31 of consolidated operating income
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 numerous 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 profitability 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 distributors 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
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 segment We supply food manufacturers and foodservice customers with customized flavor solutions and many of these customer relationships 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 effectiveness in building customer
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
The most significant raw materials used in our business are dairy products pepper onion garlic capsicums red peppers and paprika tomato products sugar and salts Pepper and other spices and herbs are generally sourced from countries other than the U S Other raw materials like dairy products and onion are primarily sourced 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 by weather growing and harvesting conditions market conditions including inflationary cost increases 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
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 solutions 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 foodservice 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 2024 2023 and 2022 Sales to one of our flavor solutions segment customers PepsiCo Inc accounted for consolidated sales of approximately 13 in 2024 13 in 2023 and 11 in 2022 In 2024 2023 and 2022 the top three customers in our flavor solutions segment represented between 47 and 49 of our global flavor solutions sales
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
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
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
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
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 subject to numerous similar statutes laws and regulatory requirements
We believe in the power of people fostering a culture for our employees that embodies respect and collaboration across the organization Our high performance culture is rooted in shared values and respect for all contributions of every employee Our key human capital objectives are to attract retain and develop the highest quality talent We employ various human resource programs in support of these objectives We believe diversity equity and inclusion are at the core of our values and strategic business priorities Throughout our business we champion equality supporting parity for women and under represented groups as we work to create ethical safe and supportive workplaces where our employees thrive We believe a diverse and inclusive workplace results in business growth and encourages increased innovation retention of talent and a more engaged workforce We have various employee ambassador groups that provide a supportive and collaborative space for employees to come together and promote inclusion We prioritize the mental health and wellness of our employees by offering and encouraging participation in various programs and initiatives Respect for human rights is fundamental to our business and its commitment to ethical conduct
We had approximately 14 100 full time employees worldwide as of November 30 2024 Our operations have not been affected significantly by work stoppages and in the opinion of management employee relations are good We have approximately 400 employees in the U S who are covered by a collective bargaining contract At our subsidiaries outside the U S approximately 2 500 employees are covered by collective bargaining agreements or similar arrangements
Through our continuous listening strategy we measure employee engagement on an ongoing basis to solicit feedback and understand the views of our employees work environment and culture The results from these surveys are used to implement programs and processes designed to enhance employee engagement and improve the overall employee experience
We are committed to the safety health and security of our employees We believe a hazard free environment is a critical enabler for the success of our business Throughout our operations we strive to ensure that all of our employees have access to safe workplaces that allow them to succeed in their jobs
In addition to the executive officers indicated in the 2025 Proxy Statement incorporated by reference in Part III Item 10 of this Report the other executive officers of McCormick are Marcos M Gabriel Katherine A Jenkins and Ana G Sanchez
Mr Gabriel is 53 years old and during the last five years has held the following positions within McCormick December 2024 to present Executive Vice President and Chief Financial Officer March 2024 to November 2024 Senior Vice President Global Finance and Capital Markets June 2023 to February 2024 Senior Vice President Finance and Global Business Services August 2022 to May 2023 Chief Transformation Officer and August 2017 to July 2020 Chief Financial Officer Americas
Ms Jenkins is 56 years old and during the last five years has held the following positions with McCormick June 2023 to present Chief Growth Officer June 2022 to May 2023 Chief Strategy Officer Senior Vice President Investor Relations and January 2017 to June 2022 Vice President Investor Relations
Ms Sanchez is 49 years old and during the last five years has held the following positions with McCormick February 2022 to present President EMEA February 2020 to January 2022 Vice President Consumer EMEA and November 2018 to January 2020 Vice President Marketing EMEA
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 2024 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
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 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 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 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 conflicts including those between Russia and Ukraine and the war in the Middle East particularly regarding 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 management s current views and assumptions and involve risks and uncertainties 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 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 competitors 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 the ongoing conflicts between Russia and Ukraine and the war in the Middle East including the potential for broader economic disruption government 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 conditions 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 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
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 Committee Compensation Human Capital Committee and Nominating Corporate Governance Committee of our Board of Directors
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 statements contained in this Annual Report on Form 10 K because these factors could cause the actual results and conditions to differ materially 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 negatively affected In that case the trading price of our securities could decline and you may lose part or all of your investment
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 including inflation changes in prevailing interest rates bank failures the impact of any potential U S federal government shutdown changes in governmental rules and approaches to taxation fluctuations in foreign currency interest rates availability
of capital markets consumer spending rates energy availability and costs the negative impacts caused by pandemics and other local and global public health issues as well as the potential impacts of geopolitical uncertainties and international conflicts including the ongoing conflicts between Russia and Ukraine the war in the Middle East rising tensions between China and Taiwan and the effect of governmental initiatives to manage economic conditions As global economic conditions continue to be volatile or economic uncertainty 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 products 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 uncertainty 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 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 measures 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 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 perceptions regarding food products and ingredients could result in our having to pay fines or damages incur additional costs or cause customers 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 disruptions 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 generate adverse publicity that could damage our reputation or brands
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 constantly 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 preferences 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
We have a number of major customers including two large customers that in the aggregate constituted approximately 25 of consolidated sales in 2024 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
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 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 onion garlic capsicums red peppers and paprika tomato products sugar and salts 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 We generally have not used derivatives to manage the volatility related to this risk To the extent that we have used derivatives for this purpose it has not been material to our business 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
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 including instability and international conflicts such as the ongoing conflicts between Russia and Ukraine the war in the Middle East and rising tensions between China and Taiwan 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
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 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
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
We may not be able to increase prices to fully offset inflationary 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 During recent years we have experienced significantly elevated commodity and supply chain costs including the costs of raw materials packaging materials labor energy fuel transportation and other inputs necessary for the production and distribution of our products and we expect inflation to continue in 2025 at a similar level to that experienced in 2024 but at a more modest rate than experienced since 2022 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 including tariffs armed hostilities including the ongoing conflicts between Russia and Ukraine and Israel and Hamas and other factors beyond our control
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 Consumers 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 or packaging size decreases 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
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 pressures 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
The global economy has been negatively impacted by ongoing geopolitical conflicts including the military conflicts between Russia and Ukraine the war in the Middle East as well as rising tensions between China and Taiwan 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 geopolitical conflicts 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 restrictions 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 changing 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 escalation of these geopolitical conflicts including increased trade barriers or restrictions on global trade could result in among other things cyberattacks supply disruptions 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 the ongoing conflicts could also heighten many of the other risk factors described herein
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 epidemic 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 if harsh weather or health conditions prevent us from delivering products in a timely manner our business financial condition or operating results could be adversely affected
From time to time we may based on an evaluation of our business portfolio acquire other businesses and or divest existing businesses These acquisitions 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
As of November 30 2024 we had approximately 5 2 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 annually 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 operating 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
We regularly evaluate whether to implement changes to our organization 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 producer 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
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 on cash flows related to repatriation of earnings of unconsolidated 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 weakening 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 and finally the Canadian dollar versus British pound sterling 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 negative impact on our business financial position or operating results
We hold investments in equity and debt securities in our qualified 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
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 sustainability Increased compliance costs and expenses due to the impacts of climate change and additional legal or regulatory requirements regarding climate change that are designed to reduce or mitigate 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 regulatory 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 regarding 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 standards 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 commitments 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 environmental social and governance ESG detractors for the scope or nature of our ESG initiatives or goals or for any revisions to these goals We could also be subjected to negative responses by governmental actors such as anti ESG 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
Companies across all industries are facing increasing scrutiny relating to their ESG policies If we are unable to meet our ESG goals or evolving investor industry or stakeholder expectations and standards or if we are perceived to have not responded appropriately to the growing concern for ESG 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 ESG topics may hinder our access to capital as investors may reconsider their capital investment as a result of their assessment of our ESG practices In particular these constituencies 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 diversity equity and inclusion goals as part of our ESG initiative Our initiatives 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 highly qualified and diverse executive and employee talent especially in light of changing worker expectations and talent marketplace variability regarding flexible and hybrid work models to meet our goals relating to fostering a diverse and inclusive culture or to adequately address potential increased scrutiny of our diversity equity and inclusion initiatives 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 ESG 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 ESG 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 concerning environmental or other ESG matters or increased operating or manufacturing costs due to increased regulation or environmental causes could adversely affect our business and reputation and increase risk of litigation
On November 30 2024 we had total outstanding variable rate debt of approximately 449 million at a weighted average interest rate of approximately 4 7 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 2024 we had total outstanding fixed to variable interest rate swaps with a notional value of 600 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 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 2024 our indebtedness of McCormick and its subsidiaries is approximately 4 3 billion This substantial level of indebtedness could have important consequences to our business including but not limited to
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 requirements We engage in regular communication with all of the banks participating in our revolving credit facilities During these communications 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
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 condition and liquidity
The declaration payment and amount of any dividends is made pursuant to our dividend policy and is subject to final determination each quarter by our board of directors in its discretion based on a number 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
We possess intellectual property rights that are important to our business and we are provided access by certain customers to particular 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 agreements and monitoring of third party misuses of intellectual property in traditional retail and digital environments If we fail to obtain or adequately 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 information technology systems are critically important to operating 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 communications 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 technology 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 providers are subject to cyber attacks or other security incidents including computer viruses or other malicious codes phishing attacks unauthorized 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 Continued geographical turmoil including the ongoing conflicts between Russia and Ukraine the war in the Middle East and rising tensions between China and Taiwan has heightened the risk of cyberattack Such incidents could result in unauthorized access to information including customer consumer or other company
confidential data as well as disruptions to operations 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 monitoring 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 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 requires continuous monitoring as technologies change and efforts to overcome security measures evolve 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 consequences such as loss of assets remediation costs litigation regulatory 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 capabilities and operating model including in our Global Business Services GBS operating model initiative in order to provide a scalable platform 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 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 implementations 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 implement 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 investigations 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
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 The recent change in the presidential administration could impact U S trade and other policies and result in substantial changes that may impact our business 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 regulatory 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 companies 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
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 These types of data privacy laws create a range of compliance obligations for companies that process personal data of certain individuals and increases financial penalties for non compliance 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
In the U S for example the CCPA imposes requirements on companies that do business in California and collect personal information from certain individuals including notice consent and service provider requirements The CCPA also provides for civil penalties for companies that fail to comply with these requirements as well as a private right of action for data breaches Further the California Privacy Rights Act CPRA went into full effect on January 1 2023 with a look back to January 1 2022 The CPRA builds on the CCPA and among other things requires the establishment of a dedicated agency to regulate privacy issues In 2021 Virginia Colorado Connecticut and Utah adopted laws which have now taken effect introducing new privacy obligations which have required us to develop additional compliance mechanisms and processes Many other states are considering similar legislation A broad range of legislative measures also have been introduced at the federal level There also is a wide range of enforcement agencies at both the state and federal levels that can review companies for privacy and data security concerns based on general consumer protection laws The Federal Trade Commission and state Attorneys General all are aggressive in reviewing privacy and data security protections for consumers Accordingly failure to comply with federal and state laws both those currently in effect and future legislation regarding privacy and security of personal information could expose us to fines and penalties under such laws 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
Similarly outside of the U S there are various laws and regulations governing the collection use disclosure transfer or other processing of personal data For instance the GDPR which applies to the processing of personal data of individuals in the European Union is wide ranging in scope and imposes numerous requirements on companies that process personal data including strict rules on the transfer of personal data to countries outside the European Union including the U S Beyond GDPR there are privacy and data security laws in a growing number of countries around the world including in the United Kingdom as a result of Brexit While many loosely follow GDPR as a model other laws contain different or conflicting provisions These laws may impact our ability to conduct our business activities and the costs associated with these activities
We are party to a variety of legal claims and proceedings in the ordinary course of business 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 management s assessment of the materiality or immateriality of current claims and proceedings proves inaccurate or litigation that is material arises 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
We operate our business and market our products internationally In fiscal year 2024 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 compliance 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
legislation our global mix of earnings the tax characteristics of our income acquisitions and dispositions 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
Cybersecurity risk management is overseen both as a critical component 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 procedures that provide for the prompt escalation of certain cybersecurity incidents
The team devotes significant resources to our cybersecurity risk management 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 platforms adapt to changes in regulations identify potential and emerging security risks 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 assessing 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
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 cybersecurity 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 undertake 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 operations 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
Our Board and the Audit Committee are actively engaged in the oversight 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
third party and independent reviews and processes to maintain and strengthen information security 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 Committee 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 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
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 Florence Italy and a portion of the facility in Littleborough England 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
In addition to distribution facilities and warehouse space available at our manufacturing facilities we lease the following regional distribution 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
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 2024 was 75 80 per share for the Common Stock and 76 24 per share for the Common Stock Non Voting
On October 9 2024 we repurchased 55 538 shares of our CS from our U S pension plan to facilitate the plan s rebalancing of its asset allocation Additionally on October 10 2024 October 11 2024 October 15 2024 and October 16 2024 we purchased 55 000 shares each day for a total of 220 000 shares of our CS from our U S pension plan to facilitate the plan s rebalancing of its asset allocation The prices paid per share represented the average of the high and low prices of the common shares on October 9 2024 October 10 2024 October 11 2024 October 15 2024 and October 16 2024 respectively
On October 2 2024 we purchased 22 772 shares of our CS from our U S defined contribution retirement plan to manage shares based upon participant activity in the plan s company stock fund The price paid per share represented the closing price of the CS on October 2 2024
As of November 30 2024 approximately 448 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 2024 we issued 1 028 181 shares of CSNV in exchange for shares of CS and issued 14 083 shares of CS in exchange for shares of CSNV
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 operations 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 accompanying 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 manufacturers 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 products and 3 acquisitions
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
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
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
Volume and product mix favorably impacted our net sales growth by 0 3 exclusive of divestitures The consumer segment experienced favorable volume and product mix of 0 8 and the flavor solutions segment experienced unfavorable volume and product mix of 0 3
Operating income was 1 060 3 million in 2024 and 963 0 million in 2023 We recognized 9 5 million and 61 2 million of special charges in 2024 and 2023 respectively related to organization and streamlining actions In 2024 operating income was positively impacted by the higher level of sales and an improvement in our gross profit margin as a percentage of sales of 90 basis points as compared to the prior year The gross profit margin improvement was driven by the effects of favorable pricing actions favorable product and customer mix less scrapped inventory and cost savings led by our CCI and Global Operating Effectiveness GOE programs which were partially offset by higher conversion costs all as compared to the prior year A higher level of SG A expenses resulted in a 40 basis point increase in SG A as a percentage of sales with approximately half of that basis point increase attributable to an increase in advertising and promotion spend In addition the higher level of SG A expenses was driven by increased selling and marketing costs and a higher level of research and development expenses that were partially offset by lower performance based employee and stock based compensation expense and cost savings led by our CCI and GOE programs all as compared to the prior year Excluding special charges adjusted operating income was 1 069 8 million in 2024 representing a 4 5 increase compared to 1 024 2 million in 2023 In constant currency adjusted operating income increased 4 6 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 92 in 2024 and 2 52 in 2023 In 2024 diluted earnings per share growth was driven primarily by higher operating income which included the effects of lower special charges an increase in income from unconsolidated operations and a decrease in the effective tax rate Special charges lowered earnings per share by 0 03 and 0 18 in 2024 and 2023 respectively Excluding the effects of special charges adjusted diluted earnings per share was 2 95 in 2024 compared to 2 70 in 2023 representing an increase of 9 3
Net cash provided by operating activities was 921 9 million 1 237 3 million and 651 5 million in 2024 2023 and 2022 respectively In 2024 we continued to have a balanced use of cash for debt repayment 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 39 years and to fund capital expenditures and acquisitions In 2024 the return of cash to our shareholders through dividends and share repurchases was 504 1 million
A detailed review of our fiscal 2024 performance compared to fiscal 2023 appears in the section titled Results of Operations 2024 Compared to 2023 A detailed review of our fiscal 2023 performance compared to our fiscal 2022 performance is set forth in Part II Item 7 of our Form 10 K for the fiscal year ended November 30 2023 under the caption Management s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations 2023 Compared to 2022 which is incorporated herein by reference
In 2025 we expect net sales to grow between 0 and 2 compared to our 2024 net sales including a 1 unfavorable impact from foreign currency rates or to grow from 1 to 3 on an organic basis We anticipate that sales in 2025 will benefit from favorable volume and product mix
We expect our 2025 gross profit margin to improve by 50 to 100 basis points from the 38 5 gross profit margin reported in 2024 This projected increase is primarily driven by i positive effects from product mix changes ii anticipated cost savings from our Comprehensive Continuous Improvement CCI program and iii a low single digit percentage impact of inflation in 2025 compared to 2024
For 2025 we anticipate an increase in operating income of 3 to 5 over the 2024 level including a 1 unfavorable impact from foreign currency rates This anticipated increase in operating income reflects the expected rise in our gross profit margin and SG A cost savings from our CCI program although these will be partially offset by investments aimed at driving volume growth particularly in brand marketing We project our brand marketing investments in 2025 to rise by high single digits compared to 2024 Additionally we expect approximately 15 million in special charges related to previously announced organizational and streamlining actions in 2024 special charges totaled 9 5 million Excluding these special charges we expect adjusted operating income in 2025 to increase by 3 to 5 which includes a 1 unfavorable impact from foreign currency rates or to increase by 4 to 6 on a constant currency basis
We estimate that our 2025 effective tax rate including the net favorable impact of anticipated discrete tax items although at a lower amount than in 2024 will be 22 0 as compared to 20 5 in 2024 Excluding projected taxes associated with special charges we estimate that our adjusted effective tax rate will be approximately 22 0 in 2025 as compared to an adjusted effective tax rate of 20 5 in 2024
We also expect that our income from unconsolidated operations including the performance of our largest joint venture McCormick de Mexico will decline by a mid teen percentage rate from the 2024 level reflecting the strengthening of the U S dollar against the Mexican peso
Diluted earnings per share was 2 92 in 2024 Diluted earnings per share for 2025 is projected to range from 2 99 to 3 04 Excluding the per share impact of special charges adjusted diluted earnings per share was 2 95 in 2024 Adjusted diluted earnings per share excluding an estimated per share impact from special charges of 0 04 is projected to range from 3 03 to 3 08 in 2025 We expect adjusted diluted earnings per share to increase by 3 to 5 which includes a 2 unfavorable impact from currency rates or to increase by 5 to 7 on a constant currency basis over adjusted diluted earnings per share of 2 95 in 2024
Sales for 2024 increased by 0 9 from 2023 and by 0 8 on an organic basis that is excluding the impact of divestitures and foreign currency exchange as more fully described under the caption Non GAAP Financial Measures Pricing actions primarily implemented during the prior year increased sales by 0 5 as compared to 2023 Favorable volume and product mix increased sales by 0 3 The divestiture of our Giotti canning business unfavorably impacted sales by 0 2 as compared to the prior year Sales were impacted by favorable foreign currency rates that increased sales by 0 3 in 2024 as compared to the prior year Excluding divestitures and the impact of foreign currency rates our organic sales growth was 0 8 as compared to 2023
In 2024 gross profit increased by 88 5 million or 3 5 from 2023 Our gross profit margin for 2024 was 38 5 an increase of 90 basis points from 37 6 in 2023 The increase was driven by the favorable impact of our pricing actions favorable product and customer mix less scrapped inventory and cost savings led by our CCI and GOE programs These favorable impacts were partially offset by higher conversion costs as compared to 2023
Selling general and administrative SG A expense increased by 42 9 million in 2024 as compared to 2023 That increase in SG A expense was primarily a result of increased advertising and promotional spend increased selling and marketing costs and a higher level of research and development expenses which were partially offset by lower performance based employee and stock based compensation expense all as compared to 2023 SG A as a percent of net sales for 2024 increased by 40 basis points from the prior year level as the net impact of the previously mentioned factors was partially offset by the impact of the higher sales base
We regularly evaluate whether to implement changes to our organization 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 Management Committee and classify expenses related to those changes as special charges in our financial statements
During 2024 we recorded 9 5 million of special charges consisting principally of 4 5 million associated with the GOE program and 5 0 million associated with the transition of a manufacturing facility in EMEA
During 2023 we recorded 61 2 million of special charges consisting principally of 42 8 million associated with the GOE program 8 7 million associated with the transition of a manufacturing facility in EMEA and streamlining actions of 8 8 million in the Americas region and 0 9 million in the EMEA region
Operating income increased by 97 3 million or 10 1 from 963 0 million in 2023 to 1 060 3 million in 2024 Special charges decreased by 51 7 million in 2024 as compared to 2023 positively impacting operating income Operating income as a percentage of net sales increased by 130 basis points in 2024 to 15 8 in 2024 from 14 5 in 2023 as a result of the factors previously described Excluding the effect of special charges adjusted operating income was 1 069 8 million in 2024 as compared to 1 024 2 million in 2023 an increase of 45 6 million or 4 5 from the 2023 level Adjusted operating income as a percentage of net sales increased by 50 basis points in 2024 to 15 9 in 2024 from 15 4 in 2023
Interest expense was 1 2 million higher in 2024 as compared to the prior year as a reduction in average borrowing levels was more than offset by the effects of higher interest rates on borrowings Other income increased 3 5 million as compared to the prior period driven by an increase in interest income partially offset by a higher level of foreign currency exchange losses
The effective tax rate for 2024 was 20 5 compared to 21 8 in 2023 This reduction in our effective tax rate is primarily due to a higher level of net discrete tax benefits recorded for 2024 Specifically net discrete tax benefits amounted to 31 7 million in 2024 an increase of 22 1 million from 9 6 million in 2023
The 31 7 million of net discrete tax benefits for 2024 principally included i 19 4 million of tax benefits associated with the recognition 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 realizability of deferred tax assets and vi 1 8 million of tax expense related to certain unremitted prior year earnings
The 9 6 million of net discrete tax benefits for 2023 principally included i 5 6 million of tax benefit from the reversal of certain reserves for unrecognized tax benefits and related interest associated with both the settlement and the expiration of statutes of limitation ii 3 2 million of tax benefit associated with the release of valuation allowances due to changes in judgment regarding the realizability of deferred tax assets iii 0 9 million of tax benefit from an adjustment to a prior year tax accrual and related deferred taxes based on final returns filed and iv 1 8 million of tax expense related to certain unremitted prior year earnings
Numerous countries have enacted the Organization of Economic Corporation and Development s framework on a global 15 minimum tax referred to as Pillar 2 which are generally effective for our fiscal year ending November 30 2025 We do not expect a material increase to our effective tax rate associated with the adoption of these model rules in the countries in which we operate
Income from unconsolidated operations which is presented net of the elimination of earnings attributable to non controlling interests increased 17 8 million in 2024 from the prior year The increase was driven by higher earnings of our largest joint venture McCormick de Mexico We own 50 of most of our unconsolidated joint ventures including McCormick de Mexico that comprised 95 of the income of our unconsolidated operations for both 2024 and 2023
We measure the performance of our business segments based on operating income excluding special charges and transaction and integration expenses related to our acquisitions as applicable 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 operating income excluding special charges and transaction and integration expenses related to our acquisitions In the following discussion we refer to our previously described measure of segment profit as Segment operating income
Sales of our consumer segment in 2024 increased by 1 1 as compared to 2023 and increased by 0 8 on an organic basis This increase was driven by higher sales of our consumer business in EMEA and the Americas with a partial offset from a sales decline in the Asia Pacific region Asia Pacific region sales declines were principally attributable to the macro environment in China Higher volume and product mix added 0 8 to net sales as compared to 2023 Volume and product mix includes a 0 2 unfavorable impact associated with our decision during 2023 to exit certain low margin business A favorable impact from foreign currency rates increased sales by 0 3 compared to the prior year and is excluded from our measure of sales growth of 0 8 on an organic basis
In the Americas region consumer sales increased 0 6 in 2024 as compared to 2023 and increased by 0 7 on an organic basis Pricing actions including actions taken in response to price gap management as well as promotional activities decreased sales by 0 3 as compared to the prior year period Favorable volume and product mix driven by growth across core categories increased sales by 1 0 as compared to the corresponding period in 2023 Volume and product mix includes a 0 3 unfavorable impact of our decision to discontinue certain low margin business The unfavorable impact of foreign currency rates decreased sales by 0 1 in the year and is excluded from our measure of sales growth of 0 7 on an organic basis
In the EMEA region consumer sales increased 7 3 in 2024 as compared to 2023 and increased by 4 3 on an organic basis Pricing actions principally implemented in the prior year increased sales by 0 6 as compared to 2023 Favorable volume and product mix increased sales by 3 7 from the prior year level driven by growth in our major markets across their product categories The favorable impact of foreign currency exchange rates increased sales by 3 0 compared to 2023 and is excluded from our measure of sales growth of 4 3 on an organic basis
In the APAC region consumer sales decreased 5 1 in 2024 as compared to 2023 and decreased by 4 1 on an organic basis Pricing actions principally implemented in the prior year increased sales by 0 8 as compared to 2023 Unfavorable volume and product mix decreased sales by 4 9 from the prior year as slower demand in China was partially mitigated by growth in other parts of the region The unfavorable impact from foreign currency rates decreased sales by 1 0 compared to the year ago period and is excluded from our measure of sales decline of 4 1 on an organic basis
Segment operating income for our consumer segment increased by 4 8 million or 0 7 in 2024 as compared to 2023 The increase in segment operating income was driven by the effects of an increase in gross profit as a higher level of sales volume CCI led and GOE cost savings and lower scrapped inventory was partially offset by higher conversion costs Segment operating income was also impacted by higher SG A expenses including increased advertising and promotional spend partially offset by lower performance based employee incentive expenses and lower distribution costs all as compared to the prior year Segment operating margin for our consumer segment decreased by 10 basis points in 2024 to 19 2 as a decrease in consumer gross profit margin was partially offset by a lower level of SG A as a percentage of net sales all as compared to the 2023 level On a constant currency basis segment operating income for our consumer segment increased by 0 7 in 2024 as compared to 2023
Sales of our flavor solutions segment increased 0 7 in 2024 as compared to 2023 and increased by 0 9 on an organic basis Pricing actions principally implemented in the prior year increased sales by 1 2 in 2024 and were partially offset by 0 3 of unfavorable volume and product mix both in comparison to the prior year levels In 2024 the divestiture of our Giotti canning business unfavorably impacted sales by 0 5 and a favorable impact from foreign currency rates increased sales by 0 3 both as compared to the prior year and are excluded from our flavor solutions segment organic sales growth of 0 9
In the Americas region flavor solutions sales increased by 1 4 during 2024 as compared to 2023 and increased by 1 5 on an organic basis Pricing actions principally implemented in the prior year favorably impacted sales by 1 6 during 2024 Unfavorable volume and product mix decreased flavor solutions sales in the Americas by 0 1 during 2024 as compared to the prior year An unfavorable impact from foreign currency rates decreased sales by 0 1 compared to 2023 and is excluded from our measure of sales growth of 1 5 on an organic basis
In the EMEA region flavor solutions sales in 2024 decreased by 3 5 as compared to 2023 and decreased by 3 6 on an organic basis Pricing actions unfavorably impacted sales by 0 3 in 2024 as compared to the prior period level Unfavorable volume and product mix decreased segment sales by 3 3 in 2024 as compared to 2023 including the effects of lower sales at quick service restaurants and a 1 2 unfavorable impact of our decision to exit a low margin business The divestiture of our Giotti canning business unfavorably impacted sales by 2 3 and a favorable impact from foreign currency rates increased sales by 2 4 both as compared to 2023 and are excluded from our measure of sales decline of 3 6 on an organic basis
In the APAC region flavor solutions sales increased 4 1 in 2024 as compared to 2023 and increased by 5 1 on an organic basis Pricing actions principally implemented in the prior year favorably impacted sales by 0 9 as compared to the prior year period Favorable volume and product mix increased sales by 4 2 driven by higher sales to quick service restaurant customers in China An unfavorable impact from foreign currency rates decreased sales by 1 0 compared to 2023 and is excluded from our measure of sales growth of 5 1 on an organic basis
Segment operating income for our flavor solutions segment increased by 40 8 million or 14 1 in 2024 as compared to 2023 The increase in segment operating income was driven by the effects of an increase in gross profit primarily due to the impacts of pricing actions product mix and CCI led and GOE cost savings which more than offset increased conversion costs and the higher level of SG A expenses all as compared to the prior year Segment operating margin for our flavor solutions segment increased by 140 basis points in 2024 to 11 5 driven by a higher segment gross margin as previously described which was partially offset by a higher level of SG A as a percentage of net sales as compared to 2023 On a constant currency basis segment operating income for our flavor solutions segment increased by 14 5 in 2024 as compared to 2023
The following tables include financial measures of organic net sales adjusted operating 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 to reduce fixed costs simplify or improve processes and improve competitiveness and are of such significance in terms of both up front costs and organizational structural impact to require advance approval by our Management Committee Upon presentation of any such proposed action generally including details with respect to estimated costs which typically consist principally of employee severance and related benefits together with ancillary costs associated with the action that may include a non cash component such as an asset impairment or a component which relates to inventory adjustments that are included in cost of goods sold impacted employees or operations expected timing and expected savings to the Management Committee and the Committee s advance approval expenses associated with the approved action are classified as special charges upon recognition and monitored on an ongoing basis through completion Special charges for the year ended November 30 2022 include a 13 6 million gain associated with the sale of the Kohinoor brand name We exited our Kohinoor rice product line in India in the fourth quarter of fiscal year 2021 Special charges are more fully described in Note 2 of notes to our accompanying consolidated financial statements
Transaction and integration expenses associated with acquisitions We exclude certain costs associated with our acquisitions including our acquisition of FONA in December 2020 and the subsequent integration into the Company Such costs which we refer to as Transaction and integration expenses include transaction costs associated with the acquisition as well as integration costs following the acquisition including the impact of the acquisition date fair value adjustment for inventories together with the impact of discrete tax items if any directly related to the acquisition
Gain on sale of Kitchen Basics We exclude the gain realized upon our sale of the Kitchen Basics business in August 2022 As more fully described in Note 16 of the notes to the accompanying financial statements the pre tax gain associated with the sale was 49 6 million and is included in Other income net in our consolidated income statement for the year ended November 30 2022
Details with respect to the special charges and gain on sale of Kitchen Basics for the years and in the amounts set forth below are included in Notes 2 and 16 of notes to our 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 Furthermore 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 discussions ensuring consistency in our financial reporting
Special charges are more fully described in Note 2 of notes to our accompanying consolidated financial statements Special charges for the year ended November 30 2022 include a 10 0 million non cash intangible asset impairment charge associated with our exit of our business operations in Russia We exited our Kohinoor rice product line in India in the fourth quarter of fiscal 2021 Special charges for the year ended November 30 2022 include a 13 6 million gain associated with the sale of the Kohinoor brand name
Operating income margin impact of transaction and integration expenses and special charges and adjusted operating income margin are calculated as operating income impact of transaction and integration expenses and special charges and adjusted operating income as a percentage of net sales for each period presented
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 transaction and integration expenses special charges and gain on the sale of Kitchen Basics or 907 8 million 859 9 million and 817 0 million for the years ended November 30 2024 2023 and 2022 respectively
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 have been volatile over the past several years 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 transaction gains and losses that is the impact of transactions denominated 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 transparency to underlying performance in our net sales by excluding the effect that foreign currency exchange rate fluctuations acquisitions and divestitures 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 The tables set forth below present our growth in net sales and adjusted operating income on a constant currency basis as follows 1 to present our growth in net sales and adjusted operating income for 2024 on a constant currency basis net sales and adjusted operating income for 2024 for entities reporting in currencies other than the U S dollar have been translated using the average foreign exchange rates in effect for 2023 and compared to the reported results for 2023 and 2 to present our growth in net sales and adjusted operating income for 2023 on a constant currency basis net sales and operating income for 2023 for entities reporting in currencies other than the U S dollar have been translated using the average foreign exchange rates in effect for 2022 and compared to the reported results for 2022
To present the percentage change in projected 2025 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 2025 local currency projected results which are translated into U S dollars at the average actual exchange rates in effect during the corresponding months of fiscal year 2024 This comparison determines what the 2025 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 2024 periods
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 This includes our requirements for working capital which encompasses accounts receivable prepaid expenses other current assets and inventories less accounts payable accrued payroll and other accrued liabilities We are committed to maintaining investment grade credit ratings
Our cash flows from operations enable 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 quarter 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 capital expenditures and payment of anticipated quarterly dividends for at least the next twelve months
In the 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 disposed operating assets and liabilities as the cash flow associated with dispositions 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 2024 the exchange rates for the British pound sterling were higher against the U S dollar than on November 30 2023 Conversely as of November 30 2024 the exchange rates for the Euro Canadian dollar Mexican peso Chinese renminbi Polish zloty and Australian dollar were lower against the U S dollar compared to November 30 2023
Operating cash flow was 921 9 million in 2024 1 237 3 million in 2023 and 651 5 million in 2022 Net income as well as our working capital management as more fully described below impacted operating cash flow 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 inventory levels and the lower amount of employee incentive payments associated with the prior years 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 In 2022 the decrease in operating cash flow was primarily driven by lower net income including the effect of net income associated with the gain on sale of our Kitchen Basics business and an intangible asset that are reflected as investing cash flows as well as the higher amount of employee incentive payments associated with the prior year
Our working capital management principally related to inventory trade accounts receivable and accounts payable impacts our operating cash flow The change in inventory was a significant use of cash from operations in 2024 and 2022 and a significant source of cash from operations in 2023 The change in trade accounts receivable was a moderate use of cash in 2024 and 2022 and a source of cash in 2023 The change in accounts payable was a significant source of cash in 2024 and 2022 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 inventory 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 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 The decrease in CCC in 2023 from 2022 was primarily due to a reduction in our days in inventory as a result of reducing our inventory based on demand planning and elimination of excess safety stock utilized to remedy service issues associated with the COVID 19 pandemic
As more fully described in Note 1 of notes to our consolidated financial 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 condensed consolidated balance sheets and the associated payments are included in operating activities in our consolidated statements of cash flows As of November 30 2024 and 2023 the amounts due to suppliers participating in the SCF and included in trade accounts payable were approximately 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
Net cash used in investing activities was 269 0 million in 2024 260 5 million in 2023 and 146 4 million in 2022 Our primary investing cash flows include cash used for capital expenditures as well as cash provided by the sale of businesses or other assets Capital expenditures including expenditures for capitalized software were 274 9 million in 2024 263 9 million in 2023 and 262 0 million in 2022 We expect 2025 capital
expenditures to approximate 300 million In 2022 we received 95 2 million net cash proceeds from the sale of our Kitchen Basics business and 13 6 million net cash proceeds from the sale of the Kohinoor brand name
Net cash associated with financing activities was a use of cash of 583 1 million in 2024 1 184 2 million in 2023 and 487 2 million in 2022 The variability between years is principally a result of changes in our net borrowings share repurchase activity and dividends all as described below
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
As of November 30 2024 448 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 2024 2023 and 2022 we received proceeds from exercised stock options of 17 5 million 16 6 million and 41 4 million respectively We repurchased 9 0 million 10 8 million and 19 4 million of common stock during 2024 2023 and 2022 respectively in conjunction with employee tax withholding requirements associated with our stock compensation plans
Most of our cash is in our subsidiaries outside of the U S We manage our worldwide cash requirements by considering available funds among the many 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 ordinary business operations capital projects and future acquisitions As of November 30 2024 we have 1 6 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 practicable for us to determine the amount of unrecognized tax expense on these reinvested international earnings
At November 30 2024 and 2023 we temporarily used 509 2 million and 531 4 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 2024 2023 and 2022 were 1 043 1 million 1 121 9 million and 1 117 0 million respectively Those average short term borrowings outstanding for the years ended November 30 2024 2023 and 2022 included average commercial paper borrowings of 1 033 8 million 1 098 4 million and 1 080 4 respectively The total average debt outstanding for the years ended November 30 2024 2023 and 2022 was 4 966 4 million 5 197 8 million and 5 422 0 million respectively
Cash flows from operating activities are our primary source of liquidity for funding growth share repurchases dividends 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 1 5 billion revolving credit facility which will expire in June 2026 and a 364 day 500 million revolving credit facility which was entered into in August 2024 and will expire in August 2025 The current pricing for the five year credit facility on a fully drawn basis is Term SOFR plus 1 25 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 75 The current pricing for the 364 day credit facility on a fully drawn basis is Term SOFR plus 1 23 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 60
The provisions of each revolving credit facility 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 either 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 seasonal working capital We engage in regular communication with all banks participating in our credit facilities During these communications 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 326 8 million as of November 30 2024 that can be withdrawn based upon the lenders discretion See Note 5 of notes to our consolidated financial statements for more details on our financing arrangements
We will continue to have cash requirements to support seasonal working 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 250 0 million 3 25 notes due in November 2025 Detail on these contractual obligations follows
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 2024 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
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
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 10 0 million in 2024 9 2 million in 2023 and 11 4 million in 2022 It is expected that the 2025 total pension plan contributions will be approximately 10 million Future increases or decreases in pension liabilities and required cash contributions 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 18 of assets are invested in equities 75 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 50 in equities and 50 in fixed income investments See Note 10 of notes to our consolidated financial statements which provides details on our pension funding
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 cumulative total return of the Standard Poor s Packaged Foods Meats Index assuming reinvestment of dividends
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
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 2024 the foreign currency translation component in other comprehensive 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 Australian dollar 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 translation adjustments in accumulated other comprehensive income loss
The following table summarizes the foreign currency exchange contracts held at November 30 2024 All contracts are valued in U S dollars using year end 2024 exchange rates and have been designated as hedges of foreign currency transactional exposures firm commitments or anticipated transactions
We had a number of smaller contracts at November 30 2024 with an aggregate notional value of 24 9 million to purchase or sell other currencies The aggregate fair value of these contracts was 0 1 million at November 30 2024
At November 30 2023 we had foreign currency exchange contracts with an aggregate notional value of 1 000 4 million to purchase or sell other currencies The aggregate fair value of these contracts was a loss of 13 5 million at November 30 2023
As of November 30 2024 and 2023 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 2024 and 2023 we also had cross currency interest 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
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 2024 and 2023 we had interest rate swap contracts of 600 million notional value outstanding 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 2024 For foreign currency denominated debt the
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 250 million of 3 25 notes due in 2025 in November 2015 Forward treasury lock agreements settled upon issuance of these notes effectively set the interest rate on these notes at a weighted average fixed rate of 3 45 Separately the fixed interest rate on 100 million of the 3 25 notes due in December 2025 was effectively converted to a variable rate by interest rate swaps through the notes maturity in 2025 Net interest payments are based on USD SOFR plus 1 487 with an effective variable rate of 5 92 as of November 30 2024
We issued 750 million of 3 40 notes due in 2027 in August 2017 Forward treasury lock agreements settled upon issuance of these notes effectively 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 5 73 as of November 30 2024
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 5 22 as of November 30 2024
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
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 2024 our most significant raw materials were dairy products pepper onion garlic capsicums red peppers and paprika tomato products sugar and salts
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 We generally have not used derivatives to manage the volatility related to this risk
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 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
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 circumstances 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 preparing 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
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
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 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 2024 we had 5 227 5 million of goodwill recorded in our balance sheet 3 583 1 million in the consumer segment and 1 644 4 million in the flavor solutions segment Our fiscal year 2024 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
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
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 2024 we had 3 043 9 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 3 043 9 million in brand name assets and trademarks as of November 30 2024 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 the remaining 343 9 million represents various other brand name assets and trademarks with individual carrying values ranging from 106 4 million to 0 2 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 one brand name that has a carrying value of 4 6 million
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 2024 the Company had 20 6 million of unrecognized 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 considered 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 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 2025 pension benefit expense by approximately 0 1 million Similarly a 1 increase or decrease in the expected return on plan assets would affect the 2025 pension expense by approximately 9 5 million
We will continue to evaluate the appropriateness of the assumptions used in the measurement of our pension benefit obligations In addition see Note 10 of notes to our consolidated financial statements for a discussion of these assumptions and the effects on the financial statements
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
We are responsible for the preparation and integrity of the consolidated 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 conditions 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
issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework This assessment included review of the documentation of controls evaluation 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 2024
We have audited McCormick Company Incorporated s internal control over financial reporting as of November 30 2024 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 2024 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 2024 and 2023 the related consolidated income statements statements of comprehensive income cash flow statements and statements of shareholders equity for each of the three years in the period ended November 30 2024 and the related notes and the financial statement schedule listed in the Index at item 15 2 and our report dated January 23 2025 expressed an unqualified opinion thereon
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
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 accounting principles A company s internal control over financial reporting 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
We have audited the accompanying consolidated balance sheets of McCormick Company Incorporated the Company as of November 30 2024 and 2023 the related consolidated income statements statements of comprehensive income cash flow statements and statements of shareholders equity for each of the three years in the period ended November 30 2024 and the related notes and financial 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 2024 and 2023 and the results of its operations and its cash flows for each of the three years in the period ended November 30 2024 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 2024 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 23 2025 expressed an unqualified opinion thereon
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
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated 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
At November 30 2024 the Company s indefinite lived intangible assets consist of brand names and trademarks with an aggregate 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
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 methodologies 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 underlying 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
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
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
Our unconsolidated affiliates located outside the U S generally use their local currencies as their functional currencies The asset and liability accounts of those unconsolidated affiliates are translated at the rates of exchange at the balance sheet date with the resultant translation 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 comprehensive 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
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 statements and notes Actual amounts could differ from these estimates
Property plant and equipment is stated at historical cost and depreciated 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
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
We review the carrying value of goodwill and indefinite lived intangible 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
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
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
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 Undiscounted 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
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 participating 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 However all of our payments to participating suppliers are paid to the SCF Bank on the invoice due date regardless of whether the individual invoice is sold by the supplier to the SCF Bank 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 outstanding 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 statements of cash flows As of November 30 2024 and 2023 the amount due to suppliers participating in the SCF and included in Trade accounts payable were approximately 417 4 million and 300 5 million respectively
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 recognized 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
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 revenue 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 governmental 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
Our revenues primarily result from contracts 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
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 reimbursements 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 realized The adjustments recognized during the years ended November 30 2024 2023 and 2022 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 206 4 million and 195 3 million at November 30 2024 and 2023 respectively
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
Total brand marketing support costs which are included in our consolidated income statement in the line entitled Selling general and administrative expense were 265 0 million 247 1 million and 240 4 million for 2024 2023 and 2022 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 promotion 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 218 8 million 198 1 million and 187 2 million for 2024 2023 and 2022 respectively
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 development expense was 102 9 million 94 9 million and 87 5 million for 2024 2023 and 2022 respectively
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 realizability 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 examination based on the technical merits of the position That position is then measured at the largest amount of benefit that is greater than 50 percent 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
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 associated 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
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 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 representing 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
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
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
Qualifying derivative and nonderivative financial 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 comprehensive income loss in our consolidated balance sheet
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 comprehensive 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
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 can be applied from March 2020 through December 31 2022 In December 2022 the FASB issued ASU No 2022 06
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
that requires entities that use supplier finance programs in connection with the purchase of goods and services 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 recognition measurement or financial statement presentation of supplier finance program obligations The new standard s requirements to disclose the key terms of the programs and information about obligations outstanding are effective for all interim and annual periods of our fiscal year ending November 30 2024 We include disclosure regarding the key terms of the program and information about obligations outstanding at the end of the reporting period in Note 1 The standard s requirement to disclose a roll forward of obligations outstanding will be effective for our fiscal year ending November 30 2025 We have not adopted the disclosure requirements regarding the roll forward of the obligation The partial adoption of this standard did not have a material impact on our consolidated financial statements We do not expect the adoption of the future disclosure requirements will have a material impact on our consolidated financial statements
that requires entities to report incremental information about significant segment expenses included in a segment s profit or loss measure as well as the name and title of the chief operating decision 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 is effective for our annual period ending November 30 2025 and our interim periods during the fiscal year ending November 30 2026 The guidance does not affect recognition or measurement in our consolidated financial statements
that requires entities to disclose additional information about federal state and foreign income taxes primarily related to the income tax rate reconciliation 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
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 guidance does not affect recognition or measurement in our consolidated financial statements
In our consolidated income statement we include a separate line item captioned Special charges in arriving at our consolidated operating income Special charges consist of expenses including related impairment charges
associated with certain actions undertaken 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 Committee comprised of our senior management including our Chairman President and Chief Executive Officer Upon presentation of any such proposed action generally including details with respect to estimated costs which typically consist principally of employee severance and related benefits together with ancillary costs associated with the action that may include a non cash component such as an asset impairment or a component which relates to inventory adjustments that are included in cost of goods sold impacted employees or operations expected timing and expected savings to the Management Committee and the Committee s advance approval expenses associated with the approved action are classified as special charges upon recognition and monitored on an ongoing basis through completion Certain ancillary 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
During 2024 we recognized 9 5 million of special charges consisting 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 consisting 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
During 2022 we recognized 51 6 million of special charges consisting principally of 23 3 million associated with the exit of our consumer business in Russia as more fully described below 21 5 million associated with the transition of a manufacturing facility in EMEA as more fully described below and streamlining actions of 8 0 million in the Americas region and 7 1 million in the EMEA region and 5 6 million associated with a U S voluntary retirement program as more fully described below These charges were partially offset by a 13 6 million gain on the sale of our Kohinoor brand as well as a reversal of 2 2 million of estimated costs associated with the exit of our rice product line in India upon settlement of a supply agreement related to that product line
In 2022 our Management Committee approved the 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 As of November 30 2022 we had accrued special charges of 5 6 million consisting of employee severance and related benefits Upon all eligible
employees submitting their notifications by the end of December 2022 we accrued an additional 19 7 million during the first quarter of 2023 All related payments were made in fiscal year 2023 as all of the affected employees retired from the Company in 2023 Other special charges recognized during the year ended November 30 2023 under our GOE program included 13 4 million in severance and related benefits costs and 9 7 million of third party expenses and other costs Other special charges recognized during the year ended November 30 2024 under our GOE program included 4 2 million in severance and related benefit costs and 0 3 million of third party expenses and other costs
In 2022 our Management Committee approved the exit of our consumer business in Russia As a result during the year ended November 30 2022 we recognized 23 3 million of special charges These special charges included a non cash impairment charge of 10 0 million associated with the Kamis brand name to reduce its carrying value to its estimated fair value 3 3 million of employee severance and 2 1 million of other related exit costs directly associated with the exit plan and a non cash 7 9 million reclassification of the cumulative translation adjustment previously reflected in accumulated other comprehensive income loss to earnings associated with the exit of our business in Russia
In 2022 our Management Committee approved an initiative to consolidate our manufacturing operations in the United Kingdom into a net zero carbon condiments manufacturing and distribution center facility with state of the art technology We expect to execute these changes to our supply chain operations and improve profitability from a combination of lower headcount and non headcount costs by consolidating our operations into a scalable platform while expanding our capacity We expect the cost of the initiative to approximate 41 million to be recognized as special charges in our consolidated income statement through 2024 including employee severance and related benefits non cash accelerated depreciation equipment relocation costs decommissioning and other property related lease exit costs all directly related to the initiative 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 During 2022 we recognized 12 6 million in severance and related benefits costs 6 2 million in accelerated depreciation and 2 7 million in third party expenses and other costs
As more fully described in Note 2 in 2022 we exited our consumer business in Russia and recognized a non cash impairment charge of 10 0 million associated with the Kamis brand name to reduce its carrying value to its estimated fair value
Intangible asset amortization expense was 35 0 million 34 9 million and 35 1 million for 2024 2023 and 2022 respectively At November 30 2024 definite lived intangible assets had a weighted average remaining life of approximately 9 years
Income from unconsolidated operations was 74 2 million 56 4 million and 37 8 million in 2024 2023 and 2022 respectively Our principal earnings from unconsolidated affiliates are from our 50 interest in McCormick de Mexico S A de C V Profit from this joint venture represented 95 of income from unconsolidated operations in 2024 95 in 2023 and 84 in 2022
Separately the fixed interest rate on 100 million of the 3 25 notes due in 2025 is effectively converted to a variable rate by interest rate swaps through 2025 Net interest payments are based on USD SOFR plus 1 487 previously U S three month LIBOR plus 1 22 with an effective variable rate of 5 92 as of November 30 2024
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 5 73 as of November 30 2024
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 5 22 as of November 30 2024
Includes unamortized discounts premiums and debt issuance costs of 26 0 million and 25 4 million as of November 30 2024 and 2023 respectively Includes fair value adjustment associated with interest rate swaps designated as fair value hedges of 35 0 million and 49 5 million as of November 30 2024 and 2023 respectively
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
In April 2023 we issued 500 million aggregate principal amount of 4 95 unsecured senior notes due 2033 Interest is payable semi annually in April and October of each year beginning on October 15 2023 As part of the issuance of new debt we entered and settled treasury locks in a notional amount of 250 0 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 loss of 2 6 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 Our committed lines include a five year 1 5 billion revolving credit facility which will expire in June 2026 and a 364 day 500 million revolving credit facility which was entered into in August 2024 and expires 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 Upon entering into the June 2023 364 day 500 million revolving credit facility we simultaneously cancelled the 364 day 500 million revolving credit facility which was entered into in July 2022 and was set to expire in July 2023 In the second quarter of 2023 we amended our five year revolving credit facility expiring in June 2026 to no longer use LIBOR The current pricing for the five year credit facility on a fully drawn basis is Term SOFR plus 1 25 previously LIBOR plus 1 25 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 75 previously LIBOR plus 1 75 The current pricing for the 364 day credit facility on a fully drawn basis is Term SOFR plus 1 23 The pricing of that 364 day 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 60 These credit facilities require a fee and commitment fees were 2 3 million 2 4 million and 2 1 million for 2024 2023 and 2022 respectively
These credit facilities support our commercial paper program and after 431 3 million was used to support issued commercial paper we have 1 568 7 million of capacity at November 30 2024 The provisions of these revolving credit facilities restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio As of November 30 2024 our capacity under both revolving credit facilities was not affected by these covenants We do not expect that these covenants would limit our access to our revolving credit facilities for the foreseeable future
In addition we have several uncommitted lines totaling 326 8 million which have a total unused capacity at November 30 2024 of 308 9 million These lines by their nature can be withdrawn based on the lenders discretion
In 2023 we executed 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 Under the terms of the arrangement we act as the collecting agent on behalf of the financial institution We account for the transfer of receivables as a sale at the point control is transferred through derecognition of the receivable on our consolidated balance sheet The outstanding amount of receivables sold under this program were approximately 106 9 million and 19 6 million as of November 30 2024 and 2023 respectively The incremental costs of factoring receivables under this arrangement were insignificant in 2024 and 2023 The proceeds from the sales of receivables are included in cash flows from operating activities on the consolidated cash flow statement As collecting agent on the sold receivables we had 9 6 million of cash collected that was not yet remitted to the third party financial institution as of November 30 2024 This obligation is reported within other accrued liabilities on the consolidated balance sheet as of November 30 2024 and within cash flows from financing activities on the consolidated cash flow statement
At November 30 2024 we had no outstanding guarantees with terms of one year or less As of November 30 2024 and 2023 we had outstanding letters of credit of 61 5 million and 62 4 million respectively These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions The unused portion of our letter of credit facility was 13 7 million at November 30 2024
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 five year lease term will expire in November 2027 As of November 30 2024 the total ROU asset associated with this facility was 50 6 million with a related lease obligation of 52 5 million of which 16 9 million was included in the other accrued liabilities and 35 6 million was included in other long term liabilities As of November 30 2023 the total ROU asset associated with this building was 64 9 million with a related lease obligation of 68 0 million of which 16 2 million was included in other accrued liabilities and 51 8 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 2024 2023 and 2022 we recognized 28 8 million 27 9 million and 5 2 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 material amounts related to the residual value guarantees are included in the lease payments used to measure the right of use assets and lease liabilities The lease also contains covenants that are consistent with our revolving credit facilities as disclosed in Note 5
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 2024 2023 and 2022 we recognized amortization expense of 8 7 million related to the leased asset As of November 30 2024 the total lease obligation associated with this building 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 As of November 30 2023 the total lease obligation was 108 9 million of which 8 0 million was included in the current portion of long term debt and 100 9 million was included in long term debt
We use derivative financial instruments to enhance our ability to manage 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
We are potentially exposed to foreign currency fluctuations affecting net investments in subsidiaries transactions both third party and intercompany 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 12 months duration Currency swap agreements are established in conjunction with the terms of the underlying debt issues
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 2024 have durations of less than 12 months including 200 1 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 denominated 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 adjustments in accumulated other comprehensive loss
As of November 30 2024 and 2023 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 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
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 worldwide financing costs and to achieve a desired mix of variable and fixed rate debt
In 2023 we amended our 100 million interest rate swaps which expire in November 2025 such that effective February 15 2023 we pay and receive at USD SOFR plus 1 487 previously U S three month LIBOR plus 1 22
In 2023 we amended our 250 million interest rate swaps which expire in August 2027 such that effective February 15 2023 we pay and receive at USD SOFR plus 0 907 previously U S three month LIBOR plus 0 685
The following tables disclose the impact of derivative instruments on other comprehensive income OCI accumulated other comprehensive income AOCI and our consolidated income statement for the years ended November 30 2024 2023 and 2022
In March 2022 we entered into treasury lock arrangements with a notional amount totaling 200 million in order to manage our interest rate risk associated with the anticipated issuance of at least 200 million of fixed rate debt by August 2022 These treasury locks had a maturity date of August 12 2022 and an average fixed rate of 1 89 We designated these treasury lock arrangements as cash flow hedges with any unrealized gain prior to settlement recognized in accumulated other comprehensive income In July 2022 we settled the 200 million notional treasury
locks upon determining we would not issue fixed rate debt but rather enter into the previously described 500 million 364 day revolving credit facility The proceeds received upon settlement of these treasury lock arrangements were 18 7 million and were recognized in Other income net in our consolidated income statements for the year ended November 30 2022
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 1 million decrease to earnings
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
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 2024 we did not have amounts due from any single customer that exceed 10 of consolidated trade accounts receivable Current credit markets are highly 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 recognized trade receivables at realizable value We consider nonperformance credit risk for other financial instruments to be insignificant
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
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
At November 30 2024 and 2023 the carrying amount of interest rate derivatives foreign currency derivatives cross currency contracts insurance contracts and bond and other long term 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 readily marketable and it is not practicable to estimate their fair value
Insurance contracts bonds and other long term 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 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 of bonds and other long term investments are based on quoted market prices from various stock and bond exchanges 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
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 During the year ended November 30 2023 the foreign currency translation adjustment of accumulated other comprehensive loss decreased on a net basis by 99 6 million inclusive of 18 4 million of unrealized losses associated with net investment hedges These net investment hedges are more fully described in Note 7
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 previously froze the accrual of certain defined benefit pension plans in the U S the United Kingdom and Canada with effective dates of the plan being frozen occurring between December 31 2016 and November 30
Although those plans have 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 2024 on the line entitled Accumulated other comprehensive loss was 127 2 million 99 7 million net of tax related to net unrecognized actuarial losses that have not yet been recognized in net periodic pension or postretirement benefit cost
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
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 692 0 million and 641 8 million as of November 30 2024 and 2023 respectively The accumulated benefit obligation for the international pension plans was 214 5 million and 211 8 million as of November 30 2024 and 2023 respectively
Included in the U S in the preceding table is a benefit obligation of 75 1 million and 72 7 million for 2024 and 2023 respectively related to our Supplemental Executive Retirement Plan SERP The assets related to this plan which totaled 73 1 million and 70 2 million as of November 30 2024 and 2023 respectively are held in a rabbi trust and accordingly have not been included in the preceding table
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 securities 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
This category comprises funds investing in real estate investment trusts REIT Appropriate benchmarks are the MSCI U S REIT Index and the MSCI REALPAC Canada Property Index for the U S and International holdings respectively
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
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 timing from notice by the plan of its intent to redeem and actual redemptions of these funds and generally range from a minimum of one month to several months
This category comprises private equity venture capital and limited partnerships 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 typically have redemption periods of approximately 10 years
This category comprises limited partnerships funds investing in senior loans mezzanine and distressed debt 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 typically have redemption periods of approximately 10 years
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
As of November 30 2023 equity securities in the U S pension plans included McCormick stock with a fair value of 35 5 million 0 6 million shares and 5 4 of total U S pension plan assets Dividends paid on these shares were 0 8 million and 0 9 million in 2024 and 2023 respectively
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
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 Some of our smaller subsidiaries sponsor separate
At the participants election 401 k retirement plans held 2 1 million shares of McCormick stock with a fair value of 159 5 million at November 30 2024 Dividends paid on the shares held in the 401 k retirement plans in 2024 and 2023 were 3 6 million and 3 8 million respectively
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
For 2024 the assumed annual rate of increase in the cost of covered health care benefits is 7 6 8 5 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
We have four types of stock based compensation awards restricted stock units RSUs stock options company stock awarded as part of our long term performance plan LTPP and price vested stock options Total stock based compensation expense for 2024 2023 and 2022 was 47 4 million 63 4 million and 60 3 million respectively Total unrecognized stock based compensation expense related to our RSUs and stock options at November 30 2024 was 25 5 million and the weighted average period over which this will be recognized is 1 3 years All stock based compensation expense related to our price vested stock options was fully recognized as of November 30 2023 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 As of November 30 2024 we have 3 0 million shares of common stock remaining available for future issuance under our stock based compensation programs
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
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 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 Compensation 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 19 35 and 22 08 in 2024 2023 and 2022 respectively These fair values were computed using the following range of assumptions for the years ended November 30
As of November 30 2024 the intrinsic value the difference between the exercise price and the market price for options currently outstanding was 60 6 million and for options exercisable was 55 6 million At November 30 2024 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 2024 2023 and 2022 was 10 7 million 11 3 million and 41 0 million respectively A summary of our stock options outstanding and exercisable at November 30 2024 follows
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 are not exercisable until a three year service condition is achieved and will become exercisable after that time period only if the average closing price of our stock price equals or exceeds 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 If the options become exercisable they are exercisable up to 10 years from the date of grant The options granted were divided equally between the three appreciation thresholds Employees who retire vest on a pro rata basis over a three year period if the market condition is met in the five year period from the date of grant If the market conditions are not met in the five year period from the date of grant the options do not become exercisable and will be forfeited
The per share weighted average fair value for the price vested stock options granted was 11 88 9 26 and 7 05 for the 60 80 and 100 appreciation thresholds respectively These fair values were computed using the following range of assumptions
LTPP awards granted in 2024 2023 and 2022 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
At November 30 2024 we have tax loss carryforwards of 178 1 million Of these carryforwards 3 8 million expire in 2025 13 0 million from 2026 through 2027 45 5 million from 2028 through 2041 and 115 8 million may be carried forward indefinitely At November 30 2024 we also have U S foreign tax credit carryforwards of 21 4 million Of these carryforwards 6 2 million expires in 2030 8 1 million from 2031 through 2032 and 7 1 million from 2033 through 2034
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 2023 to November 30 2024 resulted primarily from the net increase of valuation 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 2024 we have 1 6 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
We record interest and penalties on income taxes in income tax expense We recognized interest and penalty expense benefit of 0 9 million 0 5 million and 0 2 million in 2024 2023 and 2022 respectively As of November 30 2024 and 2023 we had accrued 2 9 million and 3 8 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 possible total amount of unrecognized tax benefits as of November 30 2024 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 2021 In other major jurisdictions we are no longer subject 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
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 securities or property dissolution of the Company and the sale of substantially 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
During the normal course of our business we are occasionally 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 2024 and 2023 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
We operate in two business segments consumer and flavor solutions The consumer and flavor solutions segments manufacture market and distribute 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 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
We measure segment performance based on operating income excluding special charges as this activity is managed separately from the business segments We also exclude transaction and integration expenses related to our acquisitions as applicable from our measure of segment performance as these expenses are similarly managed separately from the business segments These transaction and integration expenses excluded from our segment performance measure include the amortization of the acquisition date fair value adjustment of inventories that is 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 We do not segregate jointly utilized assets by individual segment for purposes of internal reporting performance evaluation or capital allocation
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 12 and 12 of consolidated sales in 2024 2023 and 2022 respectively Sales to one of our flavor solutions segment customers PepsiCo Inc accounted for approximately 13 13 and 11 of consolidated sales in 2024 2023 and 2022 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 sales are not material Corporate assets include cash deferred taxes investments and certain fixed assets
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
On August 3 2022 we sold the Kitchen Basics business for 95 2 million in cash net of transaction expenses of 3 8 million Assets disposed of principally included inventory intangible assets 6 3 million and goodwill 21 5 million The sale of Kitchen Basics resulted in a pre tax gain of 49 6 million
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
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 2024 financial statements in Item 8 of this Report under the captions entitled Report of Management and Report of Independent Registered Public Accounting Firm
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 arrangement 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 2024
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 2025 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
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 Committee Report Summary Compensation Table Grants of Plan Based Awards Narrative to the Summary Compensation Table Outstanding 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 2025 Proxy Statement
Information responsive to this item is incorporated herein by reference to the sections titled Principal Stockholders Election of Directors and Equity Compensation Plan Information in the 2025 Proxy Statement
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 2025 Proxy Statement
The Consolidated Financial Statements for McCormick Company Incorporated and related notes together with the Report of Management and the Reports of Ernst Young LLP dated January 23 2025 are included herein in Part II Item 8
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
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
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
Form of 3 25 Notes due 2025 incorporated by reference from Exhibit 4 2 of McCormick s Form 8 K dated November 3 2015 File No 1 14920 as filed with the Securities and Exchange Commission on November 6 2015
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
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
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
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
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
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
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 amendments 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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
McCormick Clawback Policy incorporated by reference from Exhibit 97 of McCormick s Form 10 K for the fiscal year ended November 30 2023 File No 1 14920 as filed with the Securities and Exchange Commission on January 25 2024
The following financial information from the Annual Report on Form 10 K of McCormick for the year ended November 30 2024 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
McCormick hereby undertakes to furnish to the Securities and Exchange Commission upon its request copies of additional instruments 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
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

Company Name	MCCORMICK & CO INC Vist SEC web-site
Category	MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
Trading Symbol	MKC.V