~~CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS~~

AsTable of ~~February 28, 2018, there have been no material changes in our contractual obligations and commercial commitments outside the ordinary course of business since November 30, 2017.~~Contents

NON-GAAP FINANCIAL MEASURES

The following table includes financial measures of adjusted gross profit, adjusted gross profit margin, adjusted operating income, adjusted operating income ~~taxes,~~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 associated with certain actions undertaken by the ~~company~~Company 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 Chairman, President and Chief Executive Officer; Executive Vice President and Chief Financial Officer; President, Flavor Solutions Segment and McCormick International; President, Global Consumer Segment and Americas; Senior Vice President, Human Relations; and Senior Vice President, Strategy and Global Enablement.Committee. Upon presentation of any such proposed action ~~(including~~(generally including details with respect to estimated costs, which ~~generally~~typically consist principally of employee severance and related benefits, together with ancillary costs associated with the action that may include a non-cash component 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 on-going basis through completion.

•Transaction and integration ~~costs~~expenses associated with the ~~RB Foods acquisition~~Cholula and FONA acquisitions –We exclude certain costs associated with our ~~acquisition~~acquisitions of ~~RB Foods~~Cholula and FONA in ~~August 2017~~November and ~~its~~December 2020, respectively, and their subsequent integration into the ~~company.~~Company. Such costs, which we refer to as ~~“Transaction~~Transaction and integration ~~costs”,~~expenses, include transaction costs associated with each acquisition, as well as integration costs following the ~~cost of goods sold~~respective acquisition, including the impact of the acquisition date fair value adjustment for ~~inventory, transaction costs associated~~inventories, together with ~~the acquisition, integration costs following the acquisition, and the bridge financing costs. In our income statement, we include~~ the impact of discrete tax items, if any, directly related to each acquisition.

•Income from sale of unconsolidated operations — We exclude the ~~fair value adjustment~~gain realized upon our sale of an unconsolidated operation in March 2021. As more fully described in note 5 in our Annual Report on Form 10-K for ~~inventory in cost of goods sold,~~ the ~~bridge financing cost in other debt costs, and present all other transaction and integration costs associated with~~year ended November 30, 2021, the ~~RB Foods acquisition separately. The size of this acquisition and related costs, and therefore the impact on the comparability~~sale of our ~~results, distinguishes it~~26% interest in Eastern resulted in a gain of $13.4 million, net of tax of $5.7 million. The gain is included in Income from unconsolidated operations in our ~~past, recent and smaller acquisitions,~~consolidated income statement for the ~~costs of which have not been excluded from our non-GAAP financial measures.~~

~~Income taxes associated with the U.S. Tax Act~~–In connection with the enactment of the U.S. Tax Act in December 2017, we recorded a net income tax benefit of $297.9 million during the first quarter of 2018, which includes the estimated impact of the tax benefit from revaluation of net U.S. deferred tax liabilities based on the new lower corporate income tax rate and the tax expense associated with the one-time transition tax on previously unremitted earnings of non-U.S. subsidiaries.

year ended November 30, 2021.

Details with respect to the composition of ~~special charges,~~ transaction and integration expenses ~~other debt costs~~and special charges set forth below are included in note 2 of the notes to the accompanying financial statements. Details with respect to the composition of transaction and integration expenses, special charges and income ~~taxes associated with~~from the ~~U.S. Tax Act recorded~~sale of unconsolidated operations for the ~~periods and in the amounts set forth below~~year ended November 30, 2021 are included in notes 2, 3 and 95, respectively, of the ~~accompanying financial statements and in~~notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, ~~2017.~~2021.

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, but they should not be considered a substitute for, or superior to, GAAP results. In addition, these non-GAAP financial measures may not be comparable to similarly titled measures of other companies because other companies may not calculate them in the same manner that we do. We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting.

Table of Contents

A reconciliation of these non-GAAP financial measures to the related GAAP financial measures follows:


	For the year ended November 30, 2021			For the three months ended						Estimated for the year ending November 30, 2022
				February 28, 2022			February 28, 2021
Gross profit	$	2,494.6		$	560.4		$	577.5
Impact of transaction and integration expenses included in cost of goods sold (1)	6.3			—			6.3
Impact of special charges included in cost of goods sold (2)	4.7			—			—
Adjusted gross profit	$	2,505.6		$	560.4		$	583.8
Adjusted gross profit margin (3)	39.7		%	36.8		%	39.4		%

Operating income	$	1,015.1		$	206.9		$	236.3
Impact of transaction and integration expenses included in cost of goods sold (1)	6.3			—			6.3
Impact of other transaction and integration expenses (1)	29.0			0.7			18.8
Impact of special charges included in cost of goods sold (2)	4.7			—			—
Impact of other special charges (2)	46.4			19.5			1.1
Adjusted operating income	$	1,101.5		$	227.1		$	262.5
Adjusted operating income margin (4)	17.4		%	14.9		%	17.7		%





Income tax expense	$	192.7		$	34.4		$	58.6
Impact of transaction and integration expenses (1)	(2.7)			0.2			(5.9)
Impact of special charges	7.1			4.9			0.3
Adjusted income tax expense	$	197.1		$	39.5		$	53.0
Adjusted income tax rate (5)	20.1		%	19.7		%	22.7		%

Net income	$	755.3		$	154.9		$	161.8
Impact of transaction and integration expenses (1)	38.0			0.5			31.0
Impact of special charges (2)	44.0			14.6			0.8
Impact of after-tax gain on sale of unconsolidated operation	(13.4)			—			—
Adjusted net income	$	823.9		$	170.0		$	193.6

Earnings per share – diluted	$	2.80		$	0.57		$	0.60			$3.07 to $3.12
Impact of transaction and integration expenses (1)	0.14			—			0.12				0.01
Impact of special charges (2)	0.16			0.06			—				0.09
Impact of after-tax gain on sale of unconsolidated operation	(0.05)			—			—				—
Adjusted earnings per share – diluted	$	3.05		$	0.63		$	0.72			$3.17 to $3.22

Table of Contents

For the year ended November 30, 2017 For the three months ended Estimated for the year ending November 30, 2018
February 28, 2018 February 28, 2017
Operating income $ 702.4
$ 183.7
$ 134.2

Impact of transaction and integration expenses (1)
61.7
8.7
—

Impact of special charges
22.2
2.2
3.6

Adjusted operating income $ 786.3
$ 194.6
$ 137.8

Adjusted operating income margin (2)
16.3 % 15.7 % 13.2 %

Income tax expense (benefit) $ 151.3
$ (271.1 ) $ 33.3

Non-recurring benefit, net, of the U.S. Tax Act (3)
—
297.9
—

Impact of transaction and integration expenses (1) 23.6
1.8
—

Impact of special charges 6.4
0.6
1.1

Adjusted income tax expense $ 181.3
$ 29.2
$ 34.4

Adjusted income tax rate (4)
26.7 % 18.9 % 27.9 %

Net income $ 477.4
$ 422.6
$ 93.5

Impact of transaction and integration expenses (1)
53.5
6.9
—

Impact of special charges 15.8
1.6
2.5

Non-recurring benefit, net, of the U.S. Tax Act (3)
—
(297.9 ) —

Adjusted net income $ 546.7
$ 133.2
$ 96.0

Earnings per share – diluted $ 3.72
$ 3.18
$ 0.74
$6.85 to $6.95
Impact of transaction and integration expenses (1)
0.42
0.05
—
0.13
Impact of total special charges 0.12
0.01
0.02
0.11
Non-recurring benefit, net, of the U.S. Tax Act (3)
—
(2.24 ) —
(2.24 )
Adjusted earnings per share – diluted $ 4.26
$ 1.00
$ 0.76
$4.85 to $4.95

(1) As more fully described in note 2 to our accompanying financial statements and our financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2017, transaction and integration expenses related to the acquisition of RB Foods are recorded in our consolidated income statement as follows for the year ended November 30, 2017 and for the three months ended February 28, 2018 (in millions):
For the year ended November 30, 2017 For the three months ended February 28, 2018

Transaction and integration expenses included in cost of goods sold $ 20.9
$ —

Reflected in transaction and integration expenses 40.8
8.7

Transaction and integration expenses included in operating income 61.7
8.7

Transaction and integration expenses included in other debt costs 15.4
—

Total pre-tax transaction and integration expenses 77.1
8.7

Less: Tax effect (23.6 ) (1.8 )

Total after-tax transaction and integration expenses $ 53.5
$ 6.9

(2) Adjusted operating income margin is calculated as adjusted operating income as a percentage of net sales for each period presented.

(3)
The non-recurring income tax benefit, net, associated with the U.S. Tax Act of $297.9 million is more fully described in note 9 of the accompanying financial statements. While based upon estimates and judgments that we believe to be reasonable, this net tax benefit related to the U.S. Tax Act is provisional and may change during the measurement period as a result of, among other things, changes in interpretations and assumptions we have made, guidance that may be issued and other actions we may take as a result of the U.S. Tax Act different from that presently assumed.

(4)
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 and special charges, or $154.3 million and $123.4 million for the three months ended February 28, 2018 and 2017, respectively, and $678.7 million for the year ended November 30, 2017.














(1)			Transaction and integration expenses include transaction and integration expenses associated with our acquisitions of Cholula and FONA. These expenses include the effect of the fair value adjustment to acquired inventories on cost of goods sold and the unfavorable impact of a discrete deferred state income tax expense item, directly related to our December 2020 acquisition of FONA, of $11.4 million or $0.04 per diluted share for the three months ended February 28, 2021, and $10.4 million or $0.04 per diluted share for the year ended November 30, 2021.

(2)			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, 2021 include $4.7 million which is reflected in Cost of goods sold and an $11.2 million non-cash impairment charge associated with the impairment of certain intangible assets.

(3)			Adjusted gross profit margin is calculated as adjusted gross profit as a percentage of net sales for each period presented.



(4)			Adjusted operating income margin is calculated as adjusted operating income as a percentage of net sales for each period presented.

(5)			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 and special charges of $200.2 million and $233.3 million for the three months ended February 28, 2022 and 2021, respectively, and $982.2 million for the year ended November 30, 2021.

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 of 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).

Percentage changes in 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 period 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 corresponding period of the ~~prior fiscal~~comparative 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 fiscal period and the corresponding period of the ~~prior fiscal~~comparative year.

~~Constant~~

Table of Contents

Rates of constant currency growth ~~rates~~(decline) follow:

Three Months Ended February 28, 2018

Percentage Change as Reported Impact of Foreign Currency Exchange Percentage Change on Constant Currency Basis
Net sales:

Consumer segment:

Americas 22.2 % 0.5 % 21.7 %
EMEA 14.0 % 12.9 % 1.1 %
Asia/Pacific 12.1 % 6.0 % 6.1 %
Total Consumer 18.6 % 4.2 % 14.4 %
Flavor Solutions segment:

Americas 18.9 % 1.3 % 17.6 %
EMEA 21.6 % 9.8 % 11.8 %
Asia/Pacific 10.7 % 6.7 % 4.0 %
Total Flavor Solutions 18.4 % 3.6 % 14.8 %
Total net sales 18.5 % 3.9 % 14.6 %

Adjusted operating income:

Consumer segment 35.0 % 3.0 % 32.0 %
Flavor Solutions segment 56.4 % 3.9 % 52.5 %
Total adjusted operating income 41.2 % 3.2 % 38.0 %


	Three Months Ended February 28, 2022
	Percentage Change as Reported		Impact of Foreign Currency Exchange		Percentage Change on Constant Currency Basis
Net sales:
Consumer segment:
Americas	2.3	%	0.1	%	2.2	%
EMEA	(14.2)	%	(4.8)	%	(9.4)	%
Asia/Pacific	(4.3)	%	1.7	%	(6.0)	%
Total Consumer	(2.2)	%	(0.7)	%	(1.5)	%
Flavor Solutions segment:
Americas	12.1	%	(0.3)	%	12.4	%
EMEA	15.2	%	(9.0)	%	24.2	%
Asia/Pacific	2.5	%	(1.8)	%	4.3	%
Total Flavor Solutions	11.5	%	(2.2)	%	13.7	%
Total net sales	2.8	%	(1.2)	%	4.0	%

Adjusted operating income:
Consumer segment	(12.1)	%	(0.2)	%	(11.9)	%
Flavor Solutions segment	(17.2)	%	(6.6)	%	(10.6)	%
Total adjusted operating income	(13.5)	%	(2.0)	%	(11.5)	%

To present “constant currency” information for the fiscal year ~~2018~~2022 projection, projected sales and adjusted operating income for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the company’s budgeted exchange rates for ~~2018~~2022 and are compared to the ~~2017~~2021 results, translated into U.S. dollars using the same ~~2018~~2022 budgeted exchange rates, rather than at the average actual exchange rates in effect during fiscal year ~~2017.~~2021. To estimate the percentage change in adjusted earnings per share on a constant currency basis, a similar calculation is performed to arrive at adjusted net income divided by historical shares outstanding for fiscal year ~~2017~~2021 or projected shares outstanding for fiscal year ~~2018,~~2022, as appropriate.



	~~Projection~~Projections for the Year Ending November 30, ~~2018~~2022
Percentage change in net sales	3% to 5%
Impact of unfavorable foreign currency exchange	1	%
Percentage change in net sales in constant currency	4% to 6%


Percentage change in adjusted operating income	7% to 9%
Impact of unfavorable foreign currency exchange	1	%
Percentage change in adjusted operating income in constant currency	8% to 10%


Percentage change in adjusted earnings per share — diluted	~~14%~~4% to ~~16%~~		6%
Impact of unfavorable foreign currency exchange	(1	)%
Percentage change in adjusted earnings per share in constant currency — diluted	~~13%~~5% to ~~15%~~		7%

In addition to the above non-GAAP financial measures, we use a leverage ratio that is determined using non-GAAP measures. A leverage ratio is a widely-used measure of ability to repay outstanding debt obligations and is a meaningful metric to investors in evaluating financial leverage. We believe that our leverage ratio is a meaningful metric to investors in evaluating our financial leverage and may be different than the method used by other companies to calculate such a leverage ratio. We determine our leverage ratio as net debt (which is total debt, net of cash in excess of $75.0 million) to adjusted earnings before interest, tax, depreciation and amortization (Adjusted EBITDA). We define Adjusted EBITDA as net income plus expenses for interest, income taxes, depreciation and amortization, and as further adjusted for cash and non-cash acquisition-related expenses (which may include the effect of the fair value adjustment of acquired inventory on cost of goods sold) and certain gains or losses (which may include third party fees and expenses and integration costs). Adjusted EBITDA and our leverage ratio are both non-GAAP financial measures. Our determination of the leverage ratio is consistent with the terms of our $1.0 billion revolving credit facility and the Term Loan which requires us to maintain our leverage ratio below certain levels. Under those agreements, the applicable leverage ratio is reduced annually commencing on November 30, 2018. As of February 28, 2018, our capacity under the revolving credit facility is not affected by these covenants. We do not expect that these covenants would limit our access to our revolving credit facility for the foreseeable future; however, the leverage ratio could restrict our ability to utilize this facility. We expect to comply with this financial covenant for the foreseeable future.

~~The following table reconciles our net income to Adjusted EBITDA for the trailing twelve month periods ended February 28, 2018, February 28, 2017 and November 30, 2017:~~

February 28, 2018 February 28, 2017 November 30, 2017
Net income $ 806.5
$ 472.4
$ 477.4
Depreciation and amortization 133.5
110.6
125.2
Interest expense 123.0
56.6
95.7
Income tax expense (153.1 ) 155.0
151.3
EBITDA $ 909.9
$ 794.6
$ 849.6
Adjustments to EBITDA (1)(2)
124.4
38.8
117.5
Adjusted EBITDA $ 1,034.3
$ 833.4
$ 967.1

Net debt (3)
$ 5,030.3
$ 1,642.4
$ 4,915.3

Leverage ratio (1)
4.9
2.0
5.1



~~(1)~~	Adjustments to EBITDA are determined under the leverage ratio covenant in our $1.0 billion revolving credit and term loan agreements and includes special charges, stock-based compensation expense and, for the trailing twelve-month periods ended February 28, 2018 and November 30, 2017, transaction and integration costs (related to the RB Foods acquisition), including other debt costs.
~~(2)~~	The leverage ratio covenant in our $1.0 billion revolving credit facility and the Term Loan provide that Adjusted EBITDA also includes the pro forma impact of acquisitions. As of February 28, 2018, our leverage ratio under the terms of those agreements is 4.5.
~~(3)~~	The leverage ratio covenant in our $1.0 billion revolving credit facility and the term loan agreements define net debt as the sum of short-term borrowings, current portion of long-term debt and long-term debt, less the amount of cash and cash equivalents that exceeds $75.0 million.

~~Our long-term target for our leverage ratio is 1.5 to 1.8. Our leverage ratio can be temporarily impacted by our acquisition activity.~~

LIQUIDITY AND FINANCIAL CONDITION


	Three months ended
	February 28, 2022		February 28, 2021

Net cash provided by (used in) operating activities	$	17.9	$	(32.2)
Net cash used in investing activities	(43.7)		(755.2)
Net cash provided by financing activities	4.4		612.7

Table of Contents

Three months ended February 28,
2018 2017

Net cash (used in) provided by operating activities $ (20.5 ) $ 44.3
Net cash used in investing activities (35.2 ) (152.7 )
Net cash provided by financing activities 39.2
110.2

The primary objective of our financing strategy is to maintain a prudent capital structure that provides us flexibility to pursue our growth objectives. We use a combination of equity and short- and long-term debt. We use short-term debt, comprised primarily of commercial paper, principally to finance ongoing operations, including our requirements for working capital (accounts receivable, prepaid expenses and other current assets, and inventories, less accounts payable, accrued payroll, and other accrued liabilities). We are committed to maintaining investment grade credit ratings.

~~In the statement of~~Our cash flows ~~the changes in~~from operations enable us to fund operating ~~assets~~projects and liabilities are presented excluding the translation effects of changes in foreign currency exchange rates, as these do not reflect actual cash flows. Accordingly, the amounts in the statement of cash flows do not agree with changes in the operating assets and liabilitiesinvestments that are ~~presented in the balance sheet.~~

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, ~~we generate much of~~ our cash flow infrom 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 of debt 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 condensed consolidated cash flow statement, the changes in operating assets and liabilities are presented excluding the translation effects of changes in foreign currency exchange rates as these do not reflect actual cash flows. In addition, in the cash flow statement, the changes in operating assets and liabilities are presented excluding the effect of acquired operating assets and liabilities, as the cash flow associated with acquisitions 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.

Operating Cash Flow—Net cash provided by ~~(used in)~~ operating activities ~~(“cash flow from operations”) is typically lower in the first and second quarters and then builds in the third and fourth quarters~~ of our fiscal year. For the three months ended February 28, 2018 cash flow from operations decreased by $64.8 million from the same quarter of 2017. The decrease was mainly due to a higher use of cash associated with working capital and higher cash interest payments, both as they relate to the comparable 2017 period, more than offsetting the higher level of net income, exclusive of the non-cash income tax benefit related to the U.S. Tax Act. The higher level of cash interest payments in 2018, associated with the financing of our RB Foods acquisition, are more heavily weighted to our first and third fiscal quarters.

~~Investing Cash Flow~~—~~Investing activities used cash of $35.2 million and $152.7~~$17.9 million for the three months ended February 28, ~~2018 and 2017, respectively. That decrease~~2022, increased $50.1 million from the same period of 2021. This increase was primarily ~~attributable~~driven by a lower use of cash associated with operating assets and liabilities, including the impact of lower cash used by working capital which included the impact of the payment of transaction and integration costs in the 2021 period.

As more fully described in our Annual Report on Form 10-K for the year ended November 30, 2021, 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 entitled Trade accounts payable in our condensed consolidated balance sheets, and the associated payments are included in operating activities within our consolidated statements of cash flows. As of February 28, 2022 and November 30, 2021, the amounts due to suppliers participating in the SCF and included in trade accounts payable were approximately $311.0 million and $274.3 million, respectively.

Investing Cash Flow — Cash used in investing activities of $43.7 million for the three months ended February 28, 2022 decreased by $711.5 million as compared to $755.2 million for the corresponding period in 2021. Our primary investing cash flows include the usage of cash associated with our acquisition of businesses and capital expenditures. Cash usage related to the acquisition of businesses was $706.6 million during the ~~Giotti business that resulted in a $124.0 million use~~three months ended February 28, 2021, principally related to our acquisition of ~~cash in the 2017 period.~~ FONA.During the first three months of ~~2018,~~2022, capital expenditures ~~increased~~decreased by ~~$1.7~~$4.9 million ~~over~~from the ~~2017~~2021 level to ~~$31.3~~$43.7 million. ~~Capital~~We expect 2022 capital expenditures ~~for fiscal year 2018 are expected~~ to ~~be approximately $200~~approximate $320 million to support our planned ~~growth.~~growth, including the multi-year program to replace our global enterprise resource planning (ERP) system and other initiatives.

Financing Cash Flow—Financing activities provided cash of ~~$39.2~~$4.4 million for the first three months of ~~2018,~~2022, as compared to ~~cash inflow of $110.2 million for~~ the corresponding period in ~~2017.~~2021 when financing activities provided cash of $612.7 million. The ~~primary drivers behind this change are~~variability between years is principally a result of changes in our net borrowings, share repurchase activity, and dividends, all as ~~follows.~~described below.

~~In the first quarter~~

Table of ~~2018 and 2017~~Contents

The following table outlines our net borrowing activity provided cash of $110.2 million and $245.3 million, respectively. In 2018, we increased our short-term borrowings by $423.6 million During the first quarter of 2018, we paid off $250.0 million of 5.7% notes due December 15, 2017 and $68.8 million of our $1,500.0 million term loans issued in August 2017. activities:


	Three months ended
	February 28, 2022		February 28, 2021

Net increase (decrease) in short-term borrowings	$	97.3	$	(292.4)
Proceeds from issuance of long-term debt, net of debt issuance costs	—		999.3
Repayments of long-term debt	(3.5)		(1.8)
Net cash provided from borrowing activities	$	93.8	$	705.1

During the three months ended February 28 ~~2018,~~2021, we received proceeds of $16.9 million from exercised stock options compared to $8.2 million received in the corresponding 2017 period. We increased dividends paid to $68.2 million in the first quarter of 2018 compared to $58.9issued $500.0 million of ~~dividends paid in~~0.90% notes due February 15, 2026, with net cash proceeds received of $495.7 million. We also issued $500.0 million of 1.85% notes due February 15, 2031, with net cash proceeds received of $492.8 million. The net proceeds from these issuances were used to pay down short-term borrowings, including a portion of the ~~same period last year. Dividends paid in the first quarter~~$1,443.0 million of ~~2018 were declared on November 28, 2017.~~commercial paper issued to fund our acquisitions of Cholula and FONA, and for general corporate purposes.

The following table outlines the activity in our share repurchase program for the three months ended February 28, ~~2018~~2022 and ~~2017:~~

2018 2017
Number of shares of common stock repurchased 0.2
0.9
Dollar amount $ 16.8
$ 82.7
2021 (in millions):


	2022		2021
Number of shares of common stock repurchased	0.10		—
Dollar amount	$	8.7	$	0.1

As of February 28, ~~2018, $173~~2022, $567.4 million remained of the $600 million share repurchase authorization ~~that was authorized~~approved by the Board of Directors in ~~March 2015.~~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 conjunction with our August 2017 acquisition of RB Foods, we announced our intention to reduce our leverage ratio by curtailing~~

During the ~~repurchases of shares under our share repurchase program. The shares repurchased during the quarter~~three months ended February 28, ~~2018 were primarily funded with the~~2022, we received proceeds of $30.3 million from exercised stock ~~options.~~

~~The following table presents our leverage ratio for~~options as compared to $3.6 million received in the ~~trailing twelve month periods~~corresponding 2021 period. We repurchased $12.0 million and $5.1 million of common stock during the three months ended February 28, ~~2018, February 28, 2017~~2022 and ~~November 30, 2017:~~2021, respectively, in conjunction with employee tax withholding requirements.

February 28, 2018 February 28, 2017 November 30, 2017
Leverage ratio 4.9
2.0
5.1

~~Our leverage ratio was 4.9 as~~We increased dividends paid to $99.0 million, or a per share dividend of ~~February 28, 2018 as compared to the ratios of 5.1 and 2.0 as of November 30, 2017 and February 28, 2017, respectively. The decrease~~$0.37, in the ~~ratio~~first three months of 2022 from ~~5.1 as~~$90.8 million, or a per share dividend of ~~November 30, 2017 to 4.9 as~~$0.34, of ~~February 28, 2018~~dividends paid in the same period last year. The timing and amount of any future dividends is ~~principally due to an increase in~~determined by our ~~adjusted EBITDA that more than offset an increase in our outstanding debt.~~

~~The leverage ratio covenant in our $1.0 billion revolving credit facility and the Term Loan provide that Adjusted EBITDA also includes the pro forma impact~~Board of ~~acquisitions. As of February 28, 2018, our leverage ratio under the terms of those agreements is 4.5.~~

Directors.

Most of our cash is ~~denominated~~ in ~~foreign currencies.~~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. Prior to the enactment of the U.S. Tax Act onin December ~~22,~~ 2017, the permanent repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations, capital projects and any possible future acquisitions.

At February 28, ~~2018,~~2022 and 2021, we temporarily used ~~$34.4~~$325.4 million and $221.2 million, respectively, of cash from our ~~foreign subsidiaries to pay down short-term debt in the U.S. At February 28, 2017, we temporarily used $146.2 million of cash from our foreign~~non-U.S. subsidiaries to pay down short-term debt in the U.S. During a quarter, our short-term borrowings vary, but are lower at the end of a quarter. The average short-term borrowings outstanding for the three months ended February 28, ~~2018~~2022 and 2021 were $883.4 million and $1,287.1 million, respectively. Those average short-term borrowings outstanding for the three months ended February 28, ~~2017 were $574.2 million and $665.7 million, respectively.~~2022 included average commercial paper outstanding of $842.0 million. Total average debt outstanding for the three months ended February 28, ~~2018~~2022 and ~~February 28, 2017~~2021 was ~~$5,087.5~~$5,438.4 million and ~~$1,720.7~~$5,425.5 million, respectively.

The reported values of our assets and liabilities are significantly affected by fluctuations in foreign exchange rates between periods. At February 28, ~~2018,~~2022, the exchange rates for the British pound sterling, ~~the Euro, the Australian dollar, the~~ Canadian dollar, ~~the~~ Chinese renminbi, and Australian dollar were higher than the U.S. dollar at November 30, 2021. At February 28, 2022, the exchange rates for Euro and Polish zloty were lower than the U.S. dollar at ~~February 28, 2017 or~~ November 30, ~~2017.~~2021.

Credit and Capital Markets

Cash flows from operating activities are our primary source of liquidity for funding growth, dividends, capital expenditures and share repurchases. We also rely on our revolving credit facility, or borrowings backed by this facility, to fund ~~seasonal~~ working capital needs and other general corporate requirements.

Table of Contents

In ~~August 2017,~~June 2021, we entered into a five-year ~~$1.0~~$1.5 billion revolving credit facility, which will ~~support our commercial paper program and~~ expire in ~~August 2022.~~June 2026. The current pricing for the credit facility, on a fully drawn basis, is LIBOR plus 1.25%. The pricing of the credit facility ~~restricts~~is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to LIBOR plus 1.75%. The provisions of this revolving credit facility restrict subsidiary indebtedness and ~~requires~~require us to maintain ~~certain~~a minimum ~~and maximum financial ratios~~interest coverage ratio. We do not expect that this covenant would limit our access to this revolving credit facility for ~~interest expense coverage and our leverage ratio.~~ the foreseeable future.

We generally use ~~this~~our revolving credit facility 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 facility. ~~The~~This facility is made available by ~~syndicates~~a syndicate of banks, with various commitments per bank. If any of the banks in ~~these syndicates~~this syndicate are unable to perform on their commitments, our liquidity could be impacted, which ~~would~~could reduce our ability to grow through funding of ~~seasonal~~our working capital.

We engage in regular communication with all banks participating in our ~~revolving~~ credit facility. 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~~will perform on ~~its commitment is remote.~~their commitments.

We hold investments in equity and debt securities in both our qualified defined benefit pension plans and a rabbi trust for our nonqualified defined benefit pension plan. We estimate total required contributions to our pension plans in 2018 of approximately $12.0 million, primarily for our international plans. In 2017, we contributed $18.7 million to our pension plans. Future increases or decreases in pension liabilities and required cash contributions are highly dependent on changes in interest rates and the actual return on plan assets.

Material Cash Requirements
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 $750.0 million, 2.70% notes due in August 2022. Our other cash requirements include raw material purchases, lease payments, income taxes, and pension and postretirement benefits.

These obligations impact our liquidity and capital resource needs. To meet ~~these~~those cash requirements, we intend to use our existing cash, cash equivalents and internally generated funds, to borrow under our existing credit ~~facilities~~facility 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 over the next twelve months.~~requirements.

Table of Contents

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

New accounting pronouncements are issued periodically that affect our current and future operations. See note 1 of notes to the accompanying financial statements for further details of these impacts.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

In preparing the financial statements, we are required to make estimates and assumptions that have an impact on the assets, liabilities, revenue and expenses reported. These estimates can also affect supplemental information disclosed by us, including information about contingencies, risk and financial condition. We believe, given current facts and 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 are included in our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2017.~~2021.

There have been no changes in our critical accounting estimates and assumptions included in our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2017.~~2021.

FORWARD-LOOKING INFORMATION

Certain statements contained in this report, including statements concerning expected performance such as those relating to net sales, gross margin, earnings, cost savings, transaction and integration expenses, 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.~~1934, as amended. These statements may be identified by the use of words such as “may,” “will,” “expect,” "should," "anticipate," "intend," “believe” and “plan.” These statements may relate to: the impact of the COVID-19 pandemic on our business, suppliers, consumers, customers, and employees; disruptions or inefficiencies in the supply chain, including any impact of COVID-19; the expected results of operations of businesses acquired by the company, including the ~~acquisition~~acquisitions of ~~RB Foods;~~Cholula and FONA; the expected impact of ~~raw material~~the inflationary cost environment, including commodity, packaging materials and transportation costs ~~and~~on our business; the expected impact of pricing actions on the company's results of operations and gross margins; the expected impact of factors affecting our supply chain, including transportation capacity, labor shortages, and absenteeism; the expected impact of productivity improvements, including those associated with our Comprehensive Continuous Improvement (CCI) program and global enablement initiative; the impact of the Russia-Ukraine conflict, including the potential for broader economic disruption; expected working capital improvements; expectations regarding growth potential in various geographies and markets, including the impact from customer, channel, category, and e-commerce expansion; expected trends in net sales and earnings performance and other financial measures; the expected 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 ~~the U.S. tax regulation passed in December 2017;~~accounting pronouncements; the expectations of 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 the payments of interest and repayment of short- and long-term debt as well as quarterly dividends and the ability to issue additional debt ~~or equity~~ 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; product quality, labeling, or safety concerns; negative publicity about our products; ~~business interruptions due to natural disasters or unexpected events;~~ actions by, and the financial condition of, competitors and customers; the ~~company's inability~~longevity of mutually beneficial relationships with our large customers; the ability to ~~achieve expected and/~~identify, interpret and react to changes in consumer preference and demand; business interruptions due to natural disasters, unexpected events or ~~needed cost savings or margin improvements; negative employee relations; the lack of successful acquisition and integration of new businesses,~~public health crises, including ~~the acquisition of RB Foods;~~COVID-19; 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 Russia-Ukraine conflict, 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, including the on-going impact of the exit of the United Kingdom (U.K.) from the European Union, availability of financing, ~~and~~ interest and inflation ~~rates;~~rates, and the imposition of tariffs, quotas, trade barriers and other similar restrictions; foreign currency fluctuations; the effects of increased level of debt service following the ~~RB Foods acquisition~~Cholula and FONA acquisitions as well as the effects that such

Table of Contents

increased debt service may have on the company's ability to ~~react to certain economic and industry conditions and ability to~~ borrow or the cost of any such additional ~~borrowing;~~borrowing, our credit rating, and our ability to react to certain economic and industry conditions; risks associated with the ~~interpretations and assumptions we have made, and guidance that may be issued, regarding the U.S. tax legislation enacted on December 22, 2017;~~phase-out of LIBOR; 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; ~~foreign currency fluctuations;~~ 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;~~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 in the ~~company's~~company’s filings with the Securities and Exchange Commission.

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.


~~ITEM 3.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information regarding our exposure to certain market risks, see “Market Risk Sensitivity” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations above and Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended November 30, ~~2017.~~2021. Except as described in Management’s Discussion and Analysis of Financial Condition and Results of Operations above, there have been no significant changes in our financial instrument portfolio or market risk exposures since our November 30, ~~2017~~2021 fiscal year end.


~~ITEM 4.~~	~~CONTROLS AND PROCEDURES~~

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: The company’s management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, the company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the company’s disclosure controls and procedures were effective.

Changes in Internal Controls: No change occurred in our “internal control over financial reporting” as defined in Rule 13a-15(f)) during our last fiscal quarter which was identified in connection with the evaluation required by Rule ~~13a-15a)~~13a-15a as materially affecting or reasonably likely to materially affect, our internal control over financial ~~reporting, except as noted below.~~reporting.

On August 17, 2017, we acquired RB Foods for $4.21 billion (see note 2 to the accompanying financial statements). In connection with the acquisition, we entered into a six-month transition services agreement under which the former parent

Table of RB Foods agreed to continue to provide the acquired business with certain services, including accounting, human resources, warehousing and supply chain, and information technology services until the end of the agreement. During the first quarter of 2018, we transitioned all business-critical services to McCormick.Contents

PART II – OTHER INFORMATION


~~ITEM 1.~~	~~LEGAL PROCEEDINGS~~

ITEM 1.LEGAL PROCEEDINGS

There are no material pending legal proceedings in which we or our subsidiaries is a party or in which any of our or their property is the subject.


~~ITEM 1.A~~	~~RISK FACTORS~~

ITEM 1.ARISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2017.~~2021, except as follows.

The conflict between Russia and Ukraine and the related implications may negatively impact our operations.

In February 2022, Russia invaded Ukraine. As a result, the U.S. and certain other countries have imposed sanctions on Russia and could impose further sanctions that could damage or disrupt international commerce and the global economy. It is not possible to predict the broader or longer-term consequences of this conflict or the sanctions imposed to date, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets. Such geopolitical instability and uncertainty could have 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 including closures of air space, and could increase the costs, risks and adverse impacts from supply chain and logistics challenges.

The potential effects of the conflict between Russia and Ukraine also could impact many of the other risk factors described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended November 30, 2021. These potential effects could include but are not limited to variations in the level of our profitability, changes in laws and regulations affecting our business, fluctuations in foreign currency markets, the availability of future borrowings, the cost of borrowings, credit risks of our customers and counterparties, and potential impairment of the carrying value of goodwill or other indefinite-lived intangible assets. Given the evolving nature of this conflict, the related sanctions, potential governmental actions and economic impact, such potential impacts remain uncertain. While we expect the impacts of conflict between Russia and Ukraine 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.


~~ITEM 2.~~	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes our purchases of our Common Stock (CS) and Common Stock Non-Voting (CSNV) during the first quarter of ~~2018.~~2022.


ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased	Average Price Paid per share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
December 1, 2021 to December 31, 2021	CS – 34,457 (1)	$	90.48	34,457	$573 million
	CSNV – 0	$	—	—
January 1, 2022 to January 31, 2022	CS – 19,074 (2)	$	97.86	19,074	$571 million
	CSNV – 0	$	—	—
February 1, 2022 to February 28, 2022	CS – 36,681 (3)	$	100.54	36,681	$567 million
	CSNV – 0	$	—	—
Total	CS – 90,212	$	96.13	90,212	$567 million
	CSNV – 0	$	—	—

(1)On December 8, 2021 and December 14, 2021, we purchased 17,394 shares and 17,063 shares, respectively, of our CS from our U.S. defined contribution retirement plan to manage shares, based upon participant activity, in the plan's company

Table of Contents

ISSUER PURCHASES OF EQUITY SECURITIES
Period Total Number of
Shares Purchased Average Price Paid per share Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
December 1, 2017 to December 31, 2017 CS – 0 $ —
—
$189 million
CSNV – 0 $ —
—

January 1, 2018 to January 31, 2018 CS – 17,541 (1) $ 109.06
17,541
$187 million
CSNV – 0 $ —
—

February 1, 2018 to February 28, 2018 CS – 0 $ —
—
$173 million
CSNV – 144,000 $ 103.14
144,000

Total CS – 17,541 $ 109.06
17,541
$173 million
CSNV – 144,000 $ 103.14
144,000

stock fund. The prices paid per share represented the closing price of the common shares on December 8, 2021 and December 14, 2021, respectively.


~~(1)~~	On January 31, 2018, we purchased 17,541 shares of our common stock 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 of $109.06 represented the closing price of the common shares on January 31, 2018.

(2)On January 28, 2022, we purchased 19,074 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 common shares on January 28, 2022.

(3)On February 4, 2022 and February 17, 2022, we purchased 17,980 shares and 16,701 shares, respectively, 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 common shares on February 4, 2022 and February 17, 2022, respectively.

As of February 28, ~~2018, $173~~2022, $567.4 million remained of the $600 million share repurchase authorization approved by the Board of Directors in ~~March 2015.~~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. Due to our increased level of indebtedness because of the RB Foods acquisition, we expect to curtail our acquisition and share repurchase activity for a period of time in order to enable a return to our pre-acquisition credit profile. The shares repurchased during the quarter ended February 28, 2018 were primarily funded with the proceeds from exercised stock options.

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 or at the request of holders of common stock. 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 the first quarter of ~~2018,~~2022, we issued ~~347,135~~703,996 shares of CSNV in exchange for shares of CS and issued ~~705~~27,362 shares of CS in exchange for shares of CSNV.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

Table of Contents

ITEM 5. OTHER INFORMATION

None.


~~ITEM 6.~~	~~EXHIBITS~~

ITEM 6.EXHIBITS

The Stock Purchase Agreement (Exhibit 2(i)) has been filed to provide investors and security holders with information regarding its terms. It is not intended to provide any other information about the Acquired Business, sellers or McCormick. The Agreement contains representations, warranties and covenants of the parties thereto made to and solely for the benefit of each other, and such representations, warranties and covenants may be subject to materiality and other qualifiers applicable to the contracting parties that differ from those that may be viewed as material to investors. The assertions embodied in those representations, warranties and covenants are qualified by information in confidential disclosure schedules that the sellers delivered in connection with the execution of the Agreement and were made only as of the date of the Agreement. Accordingly, investors and security holders should not rely on the representations, warranties and covenants as characterizations of the actual state of facts. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in McCormick’s public disclosures.

The following exhibits are attached or incorporated herein by reference:

Exhibit Number

Description

~~(2)~~

~~Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession~~

~~(i)~~ Stock Purchase Agreement, dated July 18, 2017, by and among McCormick & Company, Incorporated, The R.T. French’s Food Group Limited, Reckitt Benckiser LLC, and Reckitt Benckiser Group plc, incorporated by reference from Exhibit 2.1 of McCormick’s Form 8-K dated July 18, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on July 19, 2017. Disclosure schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Agreement as filed identifies such schedules and exhibits, including the general nature of their contents. McCormick agrees to furnish a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.

(3)

(i)

Articles of Incorporation and By-Laws

Restatement of Charter of McCormick & Company, Incorporated dated April 16, 1990

Incorporated by reference from Exhibit 4 of Registration Form S-8, Registration No. 33-39582 as filed with the Securities and Exchange Commission on March 25, 1991.

Articles of Amendment to Charter of McCormick & Company, Incorporated dated April 1, 1992

Incorporated by reference from Exhibit 4 of Registration Form S-8, Registration Statement No. 33-59842 as filed with the Securities and Exchange Commission on March 19, 1993.

Articles of Amendment to Charter of McCormick & Company, Incorporated dated March 27, 2003

Incorporated by reference from Exhibit 4 of Registration Form S-8, Registration Statement No. 333-104084 as filed with the Securities and Exchange Commission on March 28, 2003.

~~(ii)~~

~~By-Laws~~Articles of Amendment to Charter of McCormick & Company, Incorporated dated April 2, 2021

Incorporated by reference from Exhibit 3(i) of McCormick's Form 10-Q for the quarter ended May 31, 2021, File No. 1-14920, as filed with the Securities and Exchange Commission on July 1, 2021.

(ii)

By-Laws

By-Laws of McCormick & Company, Incorporated Amended and Restated on November ~~29, 2016~~26, 2019

Incorporated by reference from Exhibit 99.1 of McCormick's Form 8-K dated November ~~29, 2016,~~26, 2019, File No. 1-14920, as filed with the Securities and Exchange Commission on November ~~30, 2016.~~26, 2019.


~~(4)~~	~~Instruments defining the rights of security holders, including indentures~~


~~(i)~~	~~See Exhibit 3 (Restatement of Charter and By-Laws)~~

~~(ii)~~

(4) Instruments defining the rights of security holders, including indentures

(i)See Exhibit 3 (Restatement of Charter and By-Laws)

(ii)Summary of Certain Exchange Rights, incorporated by reference from Exhibit 4.1 of McCormick’s Form 10-Q for the quarter ended August 31, 2001, File No. 1-14920, as filed with the Securities and Exchange Commission on October 12, 2001.

(iii)Indenture dated July 8, 2011 between McCormick and U.S. Bank National Association, incorporated by reference from Exhibit 4.1 of McCormick’s Form 8-K dated July 5, 2011, File No. 1-14920, as filed with the Securities and Exchange Commission on July 8, 2011.

(iv)Form of 2.70% Notes due 2022, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated August 7, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.

(v)Form of 3.50% Notes due 2023, incorporated by reference from Exhibit 4.2 of McCormick's Form 8-K dated August 14, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on August 19, 2013.

(vi)Form of 3.15% Notes due 2024, incorporated by reference from Exhibit 4.3 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.

(vii)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.

Table of Contents

(viii)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.

(ix)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.

(x)Form of 2.50% Notes due 2030, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated April 13, 2020, File No. 1-14920, as filed with the Securities and Exchange Commission on April 16, 2020.

(xi)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.

(xii)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.

(xiii)Description of Securities of McCormick & Company, Incorporated, incorporated by reference from Exhibit 4(xi ii ) of McCormick's Form 10-K for the fiscal year ended November 30, 20 21 , File No. 1-14920, as filed with the Securities and Exchange Commission on January 2 7 , 202 2.

(10)Material Contracts

(i)Deferred Compensation Plan, as restated on January 1, 2000, and amended on August 29, 2000, September 5, 2000 and May 16, 2003, in which directors, officers and certain other management employees participate, a copy of which Plan document and 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.*

(ii)2004 Long-Term Incentive Plan, in which officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 17, 2004, File No. 1-14920, as filed with the Securities and Exchange Commission on February 17, 2004, and incorporated by reference herein.*

(iii)Non-Qualified Retirement Savings Plan, with an effective date of February 1, 2017, in which directors, officers and certain other management employees participate, a copy of which Plan document was attached as Exhibit 10(v) of McCormick's Form 10-Q for the quarter ended February 28, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on March 28, 2017, and incorporated by reference herein.*

(iv)The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 20, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on February 20, 2008, and incorporated by reference herein, as amended by Amendment No. 1 thereto, which Amendment is incorporated by reference from Exhibit 10(xi) of McCormick’s 10-K for the ~~quarter ended August 31, 2001, File No. 0-748, as filed with the Securities and Exchange Commission on October 12, 2001.~~


~~(iii)~~	Indenture dated July 8, 2011 between McCormick and U.S. Bank National Association, incorporated by reference from Exhibit 4.1 of McCormick’s Form 8-K dated July 5, 2011, File No. 1-14920, as filed with the Securities and Exchange Commission on July 8, 2011.


~~(iv)~~	Form of 3.90% Notes due 2021, incorporated by reference from Exhibit 4.2 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.


~~(v)~~	Form of 2.70% Notes due 2022, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated August 7, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.


~~(vi)~~	Form of 3.50% Notes due 2023, incorporated by reference from Exhibit 4.2 of McCormick's Form 8-K dated August 14, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on August 19, 2013.


~~(vii)~~	Form of 3.15% Notes due 2024, incorporated by reference from Exhibit 4.3 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


~~(viii)~~	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.


~~(ix)~~	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.


~~(x)~~	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.


~~(10)~~	~~Material Contracts~~


~~(i)~~	Directors’ Share Ownership Program, provided to members of McCormick’s Board of Directors who are not also employees of McCormick, is set forth on page 28 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.*

~~(ii)~~

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.*

~~(iii)~~

Non-Qualified Retirement Savings Plan, with an effective date of February 1, 2017, in which directors, officers and certain other management employees participate, a copy of which Plan document was attached as Exhibit 10(v) of McCormick's Form 10-Q for the quarter ended February 28, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on March 28, 2017, and incorporated by reference herein.*

~~(iv)~~

The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 20, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on February 20, 2008, and incorporated by reference herein, ~~as amended by~~ ~~Amendment No. 1 thereto, which Amendment is incorporated by reference from Exhibit 10(xi) of McCormick’s 10-K for the~~

fiscal year ended November 30, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2009.*

~~(v)~~

The 2013 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is incorporated by reference from Exhibit 4.1 of McCormick's Form S-8, Registration No. 333-187703, as filed with the Securities and Exchange Commission on April 3, 2013~~, as amended,~~ which Amendment No. 1 is incorporated by reference from Exhibit 10(x) 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.*


~~(vi)~~	Form of Long-Term Performance Plan Agreement, formerly known as the Mid-Term Incentive Plan, incorporated by reference from Exhibit 10(x) of McCormick's Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013.


~~(vii)~~	Form of Restricted Stock Units Agreement, incorporated by reference from Exhibit 10(xi) of McCormick's Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013.


~~(viii)~~	Form of Restricted Stock Units Agreement for Directors, incorporated by reference from Exhibit 10(xii) of McCormick's Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013.

~~(ix)~~

Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(xiii) of McCormick's Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013~~, as amended,~~ which Amendment No. 1 is incorporated by reference from Exhibit 10(xv) 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.


~~(x)~~	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, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013.


~~(xi)~~	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.


~~(xii)~~	Employment Agreement between McCormick (UK) Limited and Malcolm Swift, incorporated by reference from Exhibit 10.1 of McCormick's Form 8-K, File No. 1-14920, as filed with the Securities and Exchange Commission on January 29, 2015.*


~~(xiii)~~	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.*


~~(xiv)~~	Term Loan Agreement, dated August 7, 2017, by among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto, incorporated by reference from Exhibit 10.1 of McCormick’s Form 8-K dated August 7, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on August 11, 2017.

(v)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.*

Table of Contents

(vi)Form of Long-Term Performance Plan Agreement, incorporated by reference from Exhibit 10(vi) of McCormick's Form 10-K for the fiscal year ended November 30, 2019, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.*

(vii)Form of Restricted Stock Units Agreement, incorporated by reference from Exhibit 10(vii) of McCormick's Form 10-K for the fiscal year ended November 30, 2019, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.*

(viii)Form of Restricted Stock Units Agreement for Directors, incorporated by reference from Exhibit 10(viii) of McCormick's Form 10-K for the fiscal year ended November 30, 2019, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.*

(ix)Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(ix) of McCormick's Form 10-K for the fiscal year ended November 30, 2019, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.*

(x)Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference from Exhibit 10(x) of McCormick's Form 10-K for the fiscal year ended November 30, 2019, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2020.*

(xi)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.*

(xii)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.*

(xiii)Employment Agreement between McCormick (UK) Limited and Malcolm Swift, incorporated by reference from Exhibit 10.1 of McCormick's Form 8-K, File No. 1-14920, as filed with the Securities and Exchange Commission on January 29, 2015.*

(xiv)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.*

(31) Rule 13a-14(a)/15d-14(a) Certifications Filed herewith

~~(i)~~

(i)Certification of Lawrence E. Kurzius, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(ii)Certification of Michael R. Smith, 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.


~~(ii)~~	Certification of Michael R. Smith, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32) Section 1350 Certifications Filed herewith

~~(i)~~

(i)Certification of Lawrence E. Kurzius, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(ii)Certification of Michael R. Smith, 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.


~~(ii)~~	Certification of Michael R. Smith, 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.

(101) The following financial information from the Quarterly Report on Form 10-Q of McCormick for the quarter ended February 28, ~~2018,~~2022, filed electronically herewith, and formatted in Inline XBRL (Extensible Business Reporting Language):

Table of Contents

(i) Condensed Consolidated Balance Sheet; (ii) Condensed Consolidated Income Statement; (iii) Condensed Consolidated Statement of Comprehensive Income; (iv) Condensed Consolidated Cash Flow Statement; (v) Condensed Consolidated Statement of Stockholders' Equity; and ~~(v)~~(vi) Notes to the Condensed Consolidated Financial Statements.

(104) Inline XBRL for the cover page from the Quarterly Report on Form 10-Q of McCormick for the quarter ended February 28, 2022, files electronically herewith, included in the Exhibit 101 inline XBRL Document Set.



*			Management contract or compensatory plan or arrangement.

McCormick hereby undertakes to furnish to the Securities and Exchange Commission, upon its request, copies of additional instruments of McCormick with respect to long-term debt that involve an amount of securities that do not exceed 10 percent of the total assets of McCormick and its subsidiaries on a consolidated basis, pursuant to Regulation S-K, Item 601(b)(4)(iii)(A).

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

McCORMICK & COMPANY, INCORPORATED

March ~~27, 2018~~29, 2022

By:

/s/ Michael R. Smith

Michael R. Smith

Executive Vice President & Chief Financial Officer

March ~~27, 2018~~29, 2022

By:

/s/ ~~Christina M. McMullen~~Gregory P. Repas

~~Christina M. McMullen~~Gregory P. Repas

Vice President & Controller

Principal Accounting Officer



~~MARYLAND~~Maryland			52-0408290
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)



~~18 Loveton Circle, P. O. Box 6000,~~ ~~Sparks, MD~~ 24 Schilling Road, Suite 1,		~~21152-6000~~
Hunt Valley,	MD	21031
(Address of principal executive offices)		(Zip Code)


	Trading
Title of each class	Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	MKC.V	New York Stock Exchange
Common Stock Non-Voting, Par Value $0.01 per share	MKC	New York Stock Exchange



	Three months ended February 28,
	2018			2017
Net sales	$	1,237.1		$	1,043.7
Cost of goods sold	717.1			630.7
Gross profit	520.0			413.0
Selling, general and administrative expense	325.4			275.2
Transaction and integration expenses (related to RB Foods acquisition)	8.7			—
Special charges	2.2			3.6
Operating income	183.7			134.2
Interest expense	41.8			14.5
Other income, net	1.5			0.1
Income from consolidated operations before income taxes	143.4			119.8
Income tax (benefit) expense	(271.1		)	33.3
Net income from consolidated operations	414.5			86.5
Income from unconsolidated operations	8.1			7.0
Net income	$	422.6		$	93.5
Earnings per share – basic	$	3.22		$	0.75
Average shares outstanding – basic	131.2			125.1
Earnings per share – diluted	$	3.18		$	0.74
Average shares outstanding – diluted	132.9			126.9
Cash dividends paid per share	$	0.52		$	0.47



	Three months ended February 28,
	2018			2017
Net income	$	422.6		$	93.5
Net income attributable to non-controlling interest	0.9			1.1
Other comprehensive income (loss):
Unrealized components of pension and postretirement plans (including curtailment gains of $18.0 and $76.7 for the three months ended February 28, 2018 and 2017, respectively)	20.4			86.5
Currency translation adjustments	61.7			15.1
Change in derivative financial instruments	(1.0		)	(2.6		)
Deferred taxes	(5.0		)	(29.6		)
Comprehensive income	$	499.6		$	164.0


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



~~Registrant’s telephone number, including area code (410) 771-7301~~



						Shares Outstanding
						February 28, ~~2018~~2022
			Common Stock			~~9,970,918~~17,850,968
			Common Stock Non-Voting			~~121,285,408~~250,225,522


PART I – FINANCIAL INFORMATION					4

			ITEM 1	~~PART I –~~ FINANCIAL ~~INFORMATION~~STATEMENTS	34

			ITEM 12	~~FINANCIAL STATEMENTS~~	3

	~~ITEM 2~~	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2620

			ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4136

			ITEM 4	CONTROLS AND PROCEDURES	4136

PART II - OTHER INFORMATION					4237

			ITEM 1	LEGAL PROCEEDINGS	4237

			ITEM 1a	RISK FACTORS	4237

			ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4237

			ITEM 3	DEFAULTS UPON SENIOR SECURITIES	4238

			ITEM 4	MINE SAFETY DISCLOSURES	4338

			ITEM 5	OTHER INFORMATION	4439

			ITEM 6	EXHIBITS	4439



	February 28, 2018			February 28, 2017			November 30, 2017
	(unaudited)			(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	179.6		$	125.7		$	186.8
Trade accounts receivables, net	502.0			404.4			555.1
Inventories, net
Finished products	409.0			351.4			398.1
Raw materials and work-in-process	418.7			415.8			395.2
	827.7			767.2			793.3
Prepaid expenses and other current assets	96.7			87.8			81.8
Total current assets	1,606.0			1,385.1			1,617.0
Property, plant and equipment	1,915.3			1,665.2			1,865.9
Less: accumulated depreciation	(1,092.2		)	(982.4		)	(1,056.8		)
Property, plant and equipment, net	823.1			682.8			809.1
Goodwill	4,626.0			1,857.6			4,490.1
Intangible assets, net	2,907.1			473.9			3,071.1
Investments and other assets	400.8			351.7			398.5
Total assets	$	10,363.0		$	4,751.1		$	10,385.8
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings	$	680.7		$	638.9		$	257.6
Current portion of long-term debt	75.6			250.7			325.6
Trade accounts payable	584.4			448.4			639.9
Other accrued liabilities	530.8			400.4			724.2
Total current liabilities	1,871.5			1,738.4			1,947.3
Long-term debt	4,378.6			803.5			4,443.9
Deferred taxes	662.3			122.9			1,094.5
Other long-term liabilities	378.2			354.7			329.2
Total liabilities	7,290.6			3,019.5			7,814.9
Shareholders’ Equity
Common stock	382.9			413.1			378.2
Common stock non-voting	1,309.3			678.0			1,294.7
Retained earnings	1,592.3			1,073.1			1,166.5
Accumulated other comprehensive loss	(224.3		)	(445.0		)	(279.5		)
Non-controlling interests	12.2			12.4			11.0
Total shareholders’ equity	3,072.4			1,731.6			2,570.9
Total liabilities and shareholders’ equity	$	10,363.0		$	4,751.1		$	10,385.8


	February 28, 2022		November 30, 2021
	(unaudited)
ASSETS

Cash and cash equivalents	$	338.4	$	351.7
Trade accounts receivable, net of allowances	516.7		549.5
Inventories, net
Finished products	571.5		556.2
Raw materials and work-in-process	672.7		626.1
	1,244.2		1,182.3
Prepaid expenses and other current assets	139.7		112.3
Total current assets	2,239.0		2,195.8
Property, plant and equipment, net	1,135.9		1,140.3
Goodwill	5,333.4		5,335.8
Intangible assets, net	3,443.7		3,452.5
Other long-term assets	788.8		781.4
Total assets	$	12,940.8	$	12,905.8
LIABILITIES AND SHAREHOLDERS’ EQUITY

Short-term borrowings	$	636.7	$	539.1
Current portion of long-term debt	770.8		770.3
Trade accounts payable	1,072.6		1,064.2
Other accrued liabilities	596.6		850.2
Total current liabilities	3,076.7		3,223.8
Long-term debt	3,964.5		3,973.3
Deferred taxes	796.5		792.3
Other long-term liabilities	488.9		490.9
Total liabilities	8,326.6		8,480.3
Shareholders’ Equity
Common stock	542.1		530.0
Common stock non-voting	1,549.2		1,525.1
Retained earnings	2,922.4		2,782.4
Accumulated other comprehensive loss	(416.0)		(426.5)
Total McCormick shareholders' equity	4,597.7		4,411.0
Non-controlling interests	16.5		14.5
Total shareholders’ equity	4,614.2		4,425.5
Total liabilities and shareholders’ equity	$	12,940.8	$	12,905.8



(millions)	Common Stock Shares	Common Stock Non-Voting Shares	Common Stock Amount		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Non-controlling Interests		Total Shareholders’ Equity
Three months ended February 28, 2022
Balance, November 30, 2021	17.8	249.5	$	2,055.1	$	2,782.4	$	(426.5)	$	14.5	$	4,425.5
Net income			—		154.9		—		—		154.9
Net income attributable to non-controlling interest			—		—		—		2.5		2.5
Other comprehensive income (loss), net of tax			—		—		10.5		(0.5)		10.0

Stock-based compensation			11.1		—		—		—		11.1
Shares purchased and retired	(0.2)	—	(6.5)		(14.9)		—		—		(21.4)
Shares issued	0.9	—	31.6		—		—		—		31.6
Equal exchange	(0.7)	0.7	—		—		—		—		—
Balance, February 28, 2022	17.8	250.2	$	2,091.3	$	2,922.4	$	(416.0)	$	16.5	$	4,614.2













Three months ended February 28, 2021
Balance, November 30, 2020	18.0	248.9	$	1,981.3	$	2,415.6	$	(470.8)	$	13.9	$	3,940.0
Net income			—		161.8		—		—		161.8
Net income attributable to non-controlling interest			—		—		—		0.8		0.8
Other comprehensive income, net of tax			—		—		48.3		0.5		48.8

Stock-based compensation			14.2		—		—		—		14.2
Shares purchased and retired	(0.1)	—	(1.6)		(3.8)		—		—		(5.4)
Shares issued	0.2	—	4.5		—		—		—		4.5
Equal exchange	(0.1)	0.1	—		—		—		—		—
Balance, February 28, 2021	18.0	249.0	$	1,998.4	$	2,573.6	$	(422.5)	$	15.2	$	4,164.7



Trade accounts receivable	$	36.9
Inventories	68.6
Property, plant and equipment	33.1
Goodwill	2,652.9
Intangible assets	2,430.0
Other assets	4.4
Trade accounts payable	(65.5		)
Other accrued liabilities	(33.3		)
Deferred taxes	(894.1		)
Other long-term liabilities	(23.1		)
Total	$	4,209.9



(in millions, except per share data)	Three months ended February 28, 2017
Net sales	$	1,173.8
Net income	93.3
Earnings per share – basic	$	0.71
Earnings per share – diluted	$	0.70


1.	~~ACCOUNTING POLICIES~~


2.	~~ACQUISITIONS~~


3.	~~SPECIAL CHARGES~~


4.	~~GOODWILL~~



	2018		2017
Employee severance benefits and related costs	$	0.4	$	1.7
Other costs	1.8		1.9
Total	$	2.2	$	3.6



	2018				2017
	Consumer		Flavor Solutions		Consumer			Flavor Solutions
Beginning of year	$	3,385.4	$	1,104.7	$	1,608.3		$	163.1
Changes in preliminary purchase price allocation	71.1		35.5		(0.4		)	—
Increases in goodwill from acquisitions	—		—		—			74.9
Foreign currency fluctuations	25.5		3.8		10.4			1.3
Balance as of end of period	$	3,482.0	$	1,144.0	$	1,618.3		$	239.3


	2022		2021
Transaction-related expenses included in cost of goods sold	$	—	$	6.3
Other transaction expenses	—		13.8
Integration expenses	0.7		5.0
Total transaction and integration expenses	$	0.7	$	25.1



As of February 28, 2022	Asset Derivatives					Liability Derivatives
	Balance sheet location	Notional amount		Fair value		Balance sheet location	Notional amount		Fair value
Interest rate contracts	Other current assets / Other long-term assets	$	600.0	$	14.6	Other accrued liabilities	$	—	$	—
Foreign exchange contracts	Other current assets	444.5		7.7		Other accrued liabilities	192.0		2.8
Cross currency contracts	Other current assets / Other long-term assets	495.3		10.9		Other long-term liabilities	505.7		14.1
Total				$	33.2				$	16.9

As of November 30, 2021	Asset Derivatives					Liability Derivatives
	Balance sheet location	Notional amount		Fair value		Balance sheet location	Notional amount		Fair value
Interest rate contracts	Other current assets / Other long-term assets	$	350.0	$	23.1	Other accrued liabilities	$	—	$	—
Foreign exchange contracts	Other current assets	380.8		8.3		Other accrued liabilities	202.8		2.8
Cross currency contracts	Other current assets / Other long-term assets	251.0		4.4		Other long-term liabilities	257.5		8.0
Total				$	35.8				$	10.8




As of February 28, 2018	Asset Derivatives					Liability Derivatives
	Balance sheet location	Notional amount		Fair value		Balance sheet location	Notional amount		Fair value
Interest rate contracts	Other current assets	$	—	$	—	Other accrued liabilities	$	100.0	$	5.7
Foreign exchange contracts	Other current assets	307.4		11.0		Other accrued liabilities	109.7		4.8
Total				$	11.0				$	10.5

As of February 28, 2017	Asset Derivatives					Liability Derivatives
	Balance sheet location	Notional amount		Fair value		Balance sheet location	Notional amount		Fair value
Interest rate contracts	Other current assets	$	—	$	—	Other accrued liabilities	$	175.0	$	2.1
Foreign exchange contracts	Other current assets	111.3		3.5		Other accrued liabilities	284.5		8.5
Total				$	3.5				$	10.6

As of November 30, 2017	Asset Derivatives					Liability Derivatives
	Balance sheet location	Notional amount		Fair value		Balance sheet location	Notional amount		Fair value
Interest rate contracts	Other current assets	$	—	$	—	Other accrued liabilities	$	100.0	$	2.5
Foreign exchange contracts	Other current assets	326.3		12.7		Other accrued liabilities	79.6		4.7
Total				$	12.7				$	7.2


Fair Value Hedges
Three months ended February 28,
Derivative	Income statement location	Income (expense)
		2022		2021

Interest rate contracts	Interest expense	$	2.2	$	2.0



	Income statement location	Loss recognized in income					Income statement location	Gain recognized in income
Derivative		2018		2017		Hedged item		2018		2017
Foreign exchange contracts	Other income, net	$	2.2	$	2.7	Intercompany loans	Other income, net	$	2.0	$	2.5


	Income statement location	Gain (loss) recognized in income					Income statement location	Gain (loss) recognized in income
Derivative		2022		2021		Hedged item		2022		2021
Foreign exchange contracts	Other income, net	$	(0.4)	$	(2.1)	Intercompany loans	Other income, net	$	0.4	$	2.4


Cash Flow Hedges														Cash Flow Hedges
Three months ended February 28,														Three months ended February 28,
Derivative	Gain or (loss) recognized in OCI						Income statement location	Gain or (loss) reclassified from AOCI						Derivative	Gain (loss) recognized in OCI				Income statement location	Gain (loss) reclassified from AOCI
	2018			2017				2018			2017				2022		2021			2022		2021
Interest rate contracts	$	—		$	(0.2	)	Interest expense	$	0.1		$	(0.1	)	Interest rate contracts	$	—	$	0.3	Interest expense	$	0.1	$	0.1
Foreign exchange contracts	(1.2		)	(0.4		)	Cost of goods sold	(1.1		)	1.1			Foreign exchange contracts	2.9		(1.6)		Cost of goods sold	(0.2)		0.3
Total	$	(1.2	)	$	(0.6	)		$	(1.0	)	$	1.0		Total	$	2.9	$	(1.3)		$	(0.1)	$	0.4


Net Investment Hedges
Three months ended February 28,
Derivative	Gain (loss) recognized in OCI				Income statement location	Gain (loss) excluded from the assessment of hedge effectiveness
	2022		2021			2022		2021
Cross currency contracts	$	0.7	$	(2.0)	Interest expense	$	0.5	$	0.4


			February 28, 2022
	Fair Value		Level 1		Level 2
Assets
Cash and cash equivalents	$	338.4	$	338.4	$	—
Insurance contracts	126.8		—		126.8
Bonds and other long-term investments	4.1		4.1		—
Interest rate derivatives	14.6		—		14.6
Foreign currency derivatives	7.7		—		7.7
Cross currency contracts	10.9		—		10.9
Total	$	502.5	$	342.5	$	160.0
Liabilities
Foreign currency derivatives	$	2.8	$	—	$	2.8

Cross currency contracts	14.1		—		14.1
Total	$	16.9	$	—	$	16.9



			February 28, 2018
	Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	179.6	$	179.6	$	—	$	—
Insurance contracts	119.6		—		119.6		—
Bonds and other long-term investments	6.5		6.5		—		—
Foreign currency derivatives	11.0		—		11.0		—
Total	$	316.7	$	186.1	$	130.6	$	—
Liabilities
Foreign currency derivatives	$	4.8	$	—	$	4.8	$	—
Interest rate derivatives	5.7		—		5.7		—
Total	$	10.5	$	—	$	10.5	$	—


			November 30, 2021
	Fair Value		Level 1		Level 2
Assets
Cash and cash equivalents	$	351.7	$	351.7	$	—
Insurance contracts	132.2		—		132.2
Bonds and other long-term investments	5.1		5.1		—
Interest rate derivatives	23.1		—		23.1
Foreign currency derivatives	8.3		—		8.3
Cross currency contracts	4.4		—		4.4
Total	$	524.8	$	356.8	$	168.0
Liabilities
Foreign currency derivatives	$	2.8	$	—	$	2.8

Cross currency contracts	8.0		—		8.0
Total	$	10.8	$	—	$	10.8



			February 28, 2017
	Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	125.7	$	125.7	$	—	$	—
Insurance contracts	111.1		—		111.1		—
Bonds and other long-term investments	9.0		9.0		—		—
Foreign currency derivatives	3.5		—		3.5		—
Total	$	249.3	$	134.7	$	114.6	$	—
Liabilities
Foreign currency derivatives	$	8.5	$	—	$	8.5	$	—
Interest rate derivatives	2.1		—		2.1		—
Contingent consideration related to D&A acquisition	29.3		—		—		29.3
Total	$	39.9	$	—	$	10.6	$	29.3



			November 30, 2017
	Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	186.8	$	186.8	$	—	$	—
Insurance contracts	119.5		—		119.5		—
Bonds and other long-term investments	7.5		7.5		—		—
Foreign currency derivatives	12.7		—		12.7		—
Total	$	326.5	$	194.3	$	132.2	$	—
Liabilities
Foreign currency derivatives	$	4.7	$	—	$	4.7	$	—
Interest rate derivatives	2.5		—		2.5		—
Total	$	7.2	$	—	$	7.2	$	—


	February 28, 2022		November 30, 2021
Carrying amount	$	4,735.3	$	4,743.6


Level 1 valuation techniques	$	4,571.8	$	4,722.3
Level 2 valuation techniques	196.3		199.2
Total fair value	$	4,768.1	$	4,921.5



	Beginning of year		Changes in fair value including accretion		Impact of foreign currency		Balance as of end of period
Three months ended February 28, 2017	$	28.9	$	0.3	$	0.1	$	29.3


	United States pension				International pension				Other postretirement benefits
	2022		2021		2022		2021		2022		2021

Service cost	$	0.9	$	0.9	$	0.2	$	0.3	$	0.4	$	0.5
Interest costs	6.6		6.5		1.8		1.7		0.4		0.4
Expected return on plan assets	(10.7)		(10.3)		(3.2)		(3.5)		—		—
Amortization of prior service costs	0.1		0.1		—		—		(0.1)		(0.1)
Amortization of net actuarial losses	2.2		2.8		0.4		0.6		—		—

Total (income) expense	$	(0.9)	$	—	$	(0.8)	$	(0.9)	$	0.7	$	0.8



	United States						International
	2018			2017			2018			2017
Defined benefit plans
Service cost	$	4.4		$	3.9		$	1.1		$	1.5
Interest costs	7.9			8.0			2.4			2.5
Expected return on plan assets	(10.8		)	(10.2		)	(4.2		)	(3.7		)
Amortization of prior service costs	—			—			0.5			0.5
Amortization of net actuarial losses	2.5			1.9			0.7			1.0
Total pension expense	$	4.0		$	3.6		$	0.5		$	1.8


	2022			2021
(shares in millions)	Number of Shares	Weighted- Average Exercise Price		Number of Shares	Weighted- Average Exercise Price
Outstanding at beginning of period	5.0	$	59.71	4.5	$	53.56

Exercised	(0.6)	45.25		(0.1)	39.30
Outstanding at end of the period	4.4	$	61.72	4.4	$	53.62
Exercisable at end of the period	3.0	$	53.17	3.2	$	47.95