MCCORMICK & CO INC
For the period ended May 31, 2025. Filed Jun 26, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 31, 2025 · Filed Jun 26, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-02-28; filed 2025-03-25.
0000063754-25-000024
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-05-31; filed 2025-06-26.
0000063754-25-000041
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 105 previous paragraphs and 118 current paragraphs.
59 unchanged; 35 reworded; 23 added; 10 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 19 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
•Volume and product mix favorably impacted net sales by 1.3%. The Consumer segment experienced favorable volume and product mix of 3.3% and the Flavor Solutions segment experienced unfavorable volume and product mix of 1.0%.
Current report
•Pricing favorably impacted net sales by 0.3%.
Current report
We expect our 2025 gross profit margin to range between flat to an increase of 50 basis points from the 38.5% gross profit margin reported in 2024. We expect our gross margin to be impacted by increased costs of certain commodities due to the global trade uncertainty and tariff costs which we expect to mitigate.
Current report
Sales for the six months ended May 31, 2025 increased by 0.6% from the same period in 2024 and increased by 1.8% on an organic basis. Pricing favorably impacted sales by 0.1%. Favorable volume and product mix increased sales by 1.7%, driven by growth across all three regions in our Consumer segment offset by unfavorable volume and product mix in the Americas and EMEA regions in our Flavor Solutions segment. Foreign currency rates decreased sales by 1.2%.
Current report
Gross profit for the second quarter of 2025 increased by $3.2 million, or 0.5%, from the same period in 2024. Our gross profit margin was 37.5%, a decrease of 20 basis points, driven by costs to support increased capacity for future growth and higher commodity costs, partially offset by CCI-led cost savings.
Current report
Gross profit for the six months ended May 31, 2025 increased by $7.9 million, or 0.6%, from the same period in 2024. Our gross profit margin was 37.6% in both periods.
Current report
SG&A decreased by $2.3 million in the six months ended May 31, 2025 as compared to the same period in 2024, driven primarily by lower performance-based employee incentive expense, and CCI-led cost savings including the impact of SG&A streamlining actions, partially offset by increased selling and marketing expense. SG&A as a percentage of net sales decreased by 20 basis points as compared to the prior year period.
Current report
During the three and six months ended May 31, 2025, we recorded $12.8 million of special charges, including transaction and integration expenses. Those expenses principally consisted of $11.4 million associated with employee severance and related benefits associated with our SG&A streamlining actions and $0.8 million of transaction and integration costs.
Current report
During the three months ended May 31, 2024, we recorded $1.8 million of special charges. Those special charges principally consisted of $1.8 million associated with our GOE program.
Current report
Interest expense decreased by $1.9 million and $3.7 million for the three and six months ended May 31, 2025, respectively, compared to the prior year periods. These decreases were driven by the effects of lower average borrowing levels.
Current report
Other income, net, decreased by $2.6 million and $3.9 million for the three and six months ended May 31, 2025, respectively, compared to prior periods primarily due to a lower level of interest income.
Current report
Income tax expense for the three months ended May 31, 2025 included $2.4 million of net discrete tax benefits consisting principally of a $1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S. jurisdiction and $0.9 million of excess tax benefits associated with stock compensation.
Current report
Income tax expense for the three months ended May 31, 2024 included $20.2 million of net discrete tax benefits consisting principally of the following: (i) $19.4 million of tax benefits associated with the recognition of a deferred tax asset related to an international legal entity reorganization, (ii) $1.3 million of tax benefit from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S. jurisdiction, (iii) $0.3 million of excess tax benefits associated with stock compensation and (iv) $0.8 million of tax expense resulting from a state tax matter.
Current report
Income from unconsolidated operations decreased by $1.0 million for the six months ended May 31, 2025, driven by the results of our largest joint venture, McCormick de Mexico, which included unfavorable impacts from foreign exchange rates, which was partially offset by the overall favorable results from our other unconsolidated entities.
Current report
In the APAC region, Consumer segment sales increased by 2.9% in the second quarter of 2025 compared to the same quarter of 2024 and increased by 3.7% on an organic basis. Favorable volume and product mix increased sales by 3.6%, driven by growth in China. Favorable pricing impacted sales by 0.1%. The unfavorable impact from foreign currency rates decreased sales by 0.8% and is excluded from our measure of sales growth of 3.7% on an organic basis.
Current report
For the six months ended May 31, 2025, sales of our Consumer segment increased 1.3% as compared to the same period in 2024 and increased by 2.0% on an organic basis. Higher volume and product mix increased sales by 2.9%, driven by growth in all regions. Unfavorable pricing impacted sales by 0.9% primarily driven by prior year actions taken in the Americas region in response to price gap management that were predominantly in place in the second quarter of 2024. The unfavorable impact from foreign currency rates decreased sales by 0.7% and is excluded from our measure of sales growth of 2.0% on an organic basis.
Current report
Segment operating income for our Consumer segment for the second quarter of 2025 increased by $14.3 million, or 9.6%, compared to the same period in 2024, primarily driven by the impact of lower SG&A expense. The decrease in SG&A expense was driven by the items described in the consolidated discussion. Segment operating margin increased by 110 basis points to 17.6%. On a constant currency basis, segment operating income increased by 9.8%.
Current report
Segment operating income for our Consumer segment for the six months ended May 31, 2025 decreased by $15.3 million, or 4.7%, as compared to the same period in 2024, driven by the effects of a decrease in gross profit. The decrease in gross profit was driven by costs to support increased capacity for future growth, higher commodity costs and the unfavorable impact of pricing actions, partially offset by favorable sales volume and CCI-led cost savings. Segment operating margin decreased by 100 basis points to 16.8%. On a constant currency basis, segment operating income decreased by 4.1%.
Current report
In the second quarter of 2025, sales of our Flavor Solutions segment decreased by 1.3% as compared to the second quarter of 2024 and were flat on an organic basis. Unfavorable volume and product mix decreased sales by 1.0% driven by the Americas and EMEA regions partially offset by growth in the APAC region. Favorable pricing increased sales by 1.0%, driven by the Americas regions partially offset by unfavorable pricing in the EMEA and APAC regions. The unfavorable impact of foreign currency rates decreased sales by 1.3%. On an organic basis, sales of the Flavor Solutions segment were flat as compared to the prior year period.
Current report
In the Americas region, Flavor Solutions sales decreased by 1.0% in the second quarter of 2025 compared to the second quarter of 2024 and increased by 1.4% on an organic basis. Unfavorable volume and product mix decreased sales by 1.0%. Favorable pricing impacted sales by 2.4%. The unfavorable impact from foreign currency rates decreased sales by 2.4% and is excluded from our measure of sales growth of 1.4% on an organic basis.
Current report
In the APAC region, Flavor Solutions sales increased by 3.1% in the second quarter of 2025 compared to the second quarter of 2024, and increased by 3.4% on an organic basis. Favorable volume and product mix increased sales by 5.7%, primarily driven growth in China and Southeast Asia. Pricing unfavorably impacted sales by 2.3%. The unfavorable impact from foreign currency rates decreased sales by 0.3% and is excluded from our measure of sales growth of 3.4% on an organic basis.
Current report
For the six months ended May 31, 2025, sales of our Flavor Solutions segment decreased 0.3% as compared to the same period in 2024 and increased by 1.6% on an organic basis. Favorable volume and product mix increased sales by 0.3% driven by growth in the APAC region partially offset by unfavorability in the Americas and EMEA regions. Favorable pricing increased sales by 1.3%, driven by the Americas regions partially offset by unfavorable pricing in the EMEA and APAC regions. The unfavorable impact of foreign currency rates decreased segment sales by 1.9% and is excluded from our measure of sales growth of 1.6% on an organic basis.
Current report
Segment operating income for our Flavor Solutions segment for the six months ended May 31, 2025 increased by $25.5 million, or 17.2%, compared to the same period in 2024, driven by the effects of an increase in gross profit. The increase in gross profit was driven by the impacts of favorable pricing and product mix and CCI-led cost savings, partially offset by costs to support increased capacity for growth. Segment operating margin increased by 190 basis points to 12.3%. On a constant currency basis, segment operating income increased by 21.2%.
Removed paragraphs (10)
Previous report
•Volume and product mix favorably impacted net sales by 2.2%. Both segments contributed to this growth, with a 2.6% increase in consumer and a 1.8% increase in flavor solutions.
Previous report
•Pricing unfavorably impacted net sales by 0.2%. The unfavorable impact of pricing in our consumer segment offset the favorable impact of pricing in our flavor solutions segment.
Previous report
We expect our 2025 gross profit margin to improve by 50 to 100 basis points from the 38.5% gross profit margin reported in 2024. This projected increase is primarily driven by (i) positive effects from product mix changes, (ii) anticipated cost savings from our Comprehensive Continuous Improvement (CCI) program, and (iii) a low single-digit percentage impact of inflation in 2025 compared to 2024.
Previous report
Gross profit for the first quarter of 2025 increased by $4.7 million, or 0.8%, from the comparable period in 2024. Our gross profit margin for the first quarter of 2025 was 37.6%, an increase of 20 basis points from the comparable period in 2024. The increase in gross profit margin was primarily driven by CCI-led cost savings as compared to the 2024 period.
Previous report
Interest expense decreased by $1.8 million during the three months ended February 28, 2025, compared to the prior year period, driven by the effects of lower average borrowing levels. Other income, net, for the three months ended February 28, 2025, decreased by $1.3 million compared to the prior year period, primarily due to a lower level of interest income.
Previous report
In the EMEA region, Consumer segment sales decreased by 0.2% in the first quarter of 2025 compared to the same quarter of 2024 and increased by 3.6% on an organic basis. Favorable volume and product mix increased sales by 1.5% driven by growth in Poland and the timing of trade activity in France, compared to the prior year period. Favorable pricing impacted sales by 2.1% compared to the prior year period. The unfavorable impact from foreign currency rates decreased sales by 3.8% compared to the prior year period, and is excluded from our measure of sales growth of 3.6% on an organic basis.
Previous report
In the APAC region, Consumer segment sales increased by 0.4% in the first quarter of 2025 compared to the same quarter of 2024 and increased by 2.7% on an organic basis. Favorable volume and product mix increased sales by 2.0%, driven by growth in China that was partially offset by unfavorable volume and product mix in other parts of the region as compared to the prior year period. Favorable pricing impacted sales by 0.7% compared to the prior year period. The unfavorable impact from foreign currency rates decreased sales by 2.3% compared to the prior year period and is excluded from our measure of sales growth of 2.7% on an organic basis.
Previous report
Segment operating income for our Consumer segment decreased by $29.6 million, or 16.8%, in the first quarter of 2025 from the first quarter of 2024. The decrease in segment operating income was driven by the effects of a decrease in gross profit and higher SG&A expense as compared to the prior year period. The decrease in gross profit was primarily driven by the impacts of pricing actions and higher cost to meet demand which were partially offset by CCI-led cost savings. The increase in SG&A expense was primarily driven by the items described in the consolidated discussion. Segment operating margin for our Consumer segment decreased in the first quarter of 2025 by 310 basis points from 2024 to 16.0%. On a constant currency basis, segment operating income for our Consumer segment decreased by 15.9% in the first quarter of 2025 compared to the same period in 2024.
Previous report
In the Americas region, Flavor Solutions sales increased by 0.8% in the first quarter of 2025 compared to the first quarter of 2024 and increased by 3.6% on an organic basis. Favorable volume and product mix increased sales by 0.8% compared to the prior year period. Favorable pricing impacted sales by 2.8% compared to the prior year period. The unfavorable impact from foreign currency rates decreased sales by 2.8% compared to the prior year period and is excluded from our measure of sales growth of 3.6% on an organic basis.
Previous report
In the APAC region, Flavor Solutions sales increased by 12.7% in the first quarter of 2025 compared to the first quarter of 2024, and increased by 15.3% on an organic basis. Favorable volume and product mix increased sales by 15.7% driven by higher sales to quick-service restaurant customers as compared to the prior year period. Pricing unfavorably impacted sales by 0.4% compared to the prior year period. The unfavorable impact from foreign currency rates decreased sales by 2.6% compared to the first quarter of 2024 and is excluded from our measure of sales growth of 15.3% on an organic basis.
Reworded paragraphs (35)
Previous wording
In the first quarter of 2025, we achieved net sales growth of 0.2% as compared to the first quarter of 2024, due to the following factors:
Current wording
In the second quarter of 2025, we achieved net sales growth of 1.0% as compared to the second quarter of 2024, due to the following factors:
Previous wording
•Fluctuations in currency rates negatively impacted net sales by 1.8%, decreasing sales growth by 1.4% in our consumer segment and 2.5% in our flavor solutions segment.
Current wording
•Fluctuations in currency rates negatively impacted net sales by 0.6%, decreasing sales growth by 0.1% in our Consumer segment and 1.3% in our Flavor Solutions segment.
Previous wording
Operating income was $225.2 million in the first quarter of 2025, compared to $233.5 million in the same period of 2024, reflecting a decrease of 3.6%. In the first quarter of 2025, our gross profit margin improved by 20 basis points, primarily driven by cost savings from the Company's Comprehensive Continuous Improvement (CCI) program. Selling, general, and administrative (SG&A) expense as a percentage of sales increased by 100 basis points, primarily driven by higher stock-based compensation expense due to a planned shift in timing of our annual stock grant from the second quarter to the first quarter, other employee benefit related costs and increased advertising and promotional spend. Excluding special charges, adjusted operating income was $225.2 million in the first quarter of 2025, reflecting a decrease of 5.3%, compared to $237.7 million in the 2024 period. In constant currency, adjusted operating income decreased by 3.2%.
Current wording
Operating income was $245.8 million in the second quarter of 2025, compared to $234.1 million in the same period of 2024, reflecting an increase of 5.0%. In the second quarter of 2025, our gross profit margin decreased by 20 basis points primarily driven by increased commodity costs. Selling, general, and administrative (SG&A) expense as a percentage of sales decreased by 140 basis points, primarily driven by lower stock-based compensation expense due to a shift in timing of our annual stock grant from the second quarter to the first quarter, lower performance-based employee incentive expense, and cost savings from our Comprehensive Continuous Improvement program (CCI) including the impact of SG&A streamlining actions. Excluding special charges, adjusted operating income was $258.6 million in the second quarter of 2025, reflecting an increase of 9.7% compared to $235.9 million in the 2024 period. In constant currency, adjusted operating income increased by 11.0%.
Previous wording
Diluted earnings per share was $0.60 and $0.62 in the first quarter of 2025 and 2024, respectively. The decrease in diluted earnings per share for the first quarter of 2025 was driven primarily by the impact of lower operating income and the unfavorable effects of a decrease in income from unconsolidated operations, partially offset by the favorable impact of a decrease in the effective tax rate. Special charges lowered earnings per share by $0.01 in the first quarter of 2024. Excluding the effects of special charges in the 2024 period, adjusted diluted earnings per share was $0.60 and $0.63 in the first quarter of 2025 and 2024, respectively, reflecting a decrease of 4.8%.
Current wording
Diluted earnings per share was $0.65 and $0.68 in the second quarters of 2025 and 2024, respectively. Special charges lowered earnings per share by $0.04 and $0.01 in the second quarters of 2025 and 2024, respectively. Excluding the effects of special charges, adjusted diluted earnings per share was $0.69 in the second quarters of both 2025 and 2024. Favorable operating income and higher income from unconsolidated operations were offset by the impact of a higher effective tax rate.
Previous wording
A detailed review of our first quarter 2025 performance compared to the first quarter of fiscal 2024 appears in the section titled “Results of Operations – Company” and “Results of Operations – Segments.” For a reconciliation of non-GAAP to reported amounts, see the subsequent discussion under the heading “Non-GAAP Financial Measures.”
Current wording
A detailed review of our performance during the three and six month periods ended May 31, 2025 compared to the same periods in fiscal year 2024 appears in the section titled “Results of Operations – Company” and “Results of Operations – Segments.” For a reconciliation of non-GAAP to reported amounts, see the subsequent discussion under the heading “Non-GAAP Financial Measures.”
Previous wording
Our fiscal 2025 outlook reflects plans to offset costs related to U.S. import tariffs on China with CCI savings and targeted price adjustments. Due to continued uncertainty regarding the implementation dates and scope of additional potential U.S. import tariffs or retaliatory tariffs put in place by other countries, our outlook does not include any additional impact from tariff actions in 2025.
Current wording
Our fiscal 2025 outlook reflects plans to offset costs related to tariffs, which are currently in place and include a 10% tariff on all U.S. imported goods, an incremental 30% tariff on goods imported from China into the U.S. and reciprocal tariffs from other countries. Most of our U.S. imports from Mexico and Canada are currently compliant with the United States-Mexico-Canada Agreement. We plan to mitigate the impact of tariff costs through sourcing plans supported by advanced analytics, cost savings initiatives, and revenue growth management. Due to continued uncertainty regarding the scope of additional potential U.S. import tariffs or retaliatory tariffs put in place by other countries, our outlook does not include any additional impact from tariff actions in 2025.
Previous wording
For 2025, we anticipate an increase in operating income of 3% to 5% over the 2024 level, including a 1% unfavorable impact from foreign currency rates. This anticipated increase in operating income reflects the expected rise in our gross profit margin and SG&A cost savings from our CCI program, although these will be partially offset by investments aimed at driving volume growth, particularly in brand marketing. We project our brand marketing investments in 2025 to rise by high-single digits compared to 2024. Additionally, we expect approximately $15 million in special charges related to previously announced organizational and streamlining actions; in 2024, special charges totaled $9.5 million. Excluding these special charges, we expect adjusted operating income in 2025 to increase by 3% to 5%, which includes a 1% unfavorable impact from foreign currency rates, or to increase by 4% to 6% on a constant currency basis.
Current wording
For 2025, we anticipate an increase in operating income of 2% to 4% over the 2024 level, including a 1% unfavorable impact from foreign currency rates. This anticipated increase in operating income reflects the impact of savings from our CCI program including SG&A streamlining actions, although these will be partially offset by investments aimed at driving volume growth, particularly in brand marketing. We project our brand marketing investments in 2025 to rise by mid-single digits compared to 2024. Additionally, we expect approximately $20 million in special charges related to previously announced organizational and streamlining actions and transaction and integration expenses associated with a second quarter 2025 acquisition. In 2024, special charges totaled $9.5 million. Excluding these special charges, we expect adjusted operating income in 2025 to increase by 3% to 5%, which includes a 1% unfavorable impact from foreign currency rates, or to increase by 4% to 6% on a constant currency basis.
Previous wording
We estimate that our 2025 effective tax rate, including the net favorable impact of anticipated discrete tax items, although at a lower amount than in 2024, will be 22.0% as compared to 20.5% in 2024. Excluding projected taxes associated with special charges, we estimate that our adjusted effective tax rate will also be approximately 22.0% in 2025, as compared to an adjusted effective tax rate of 20.5% in 2024.
Current wording
We estimate our 2025 effective tax rate, including the net favorable impact of anticipated discrete tax items, although at a lower amount than in 2024, to be 22% to 23% as compared to 20.5% in 2024. Excluding projected taxes associated with special charges, we estimate our adjusted effective tax rate to also be approximately 22% to 23% in 2025, as compared to an adjusted effective tax rate of 20.5% in 2024.
Previous wording
We also expect that our income from unconsolidated operations, including the performance of our largest joint venture, McCormick de Mexico, will decline by a mid-teen percentage rate from the 2024 level, reflecting the strengthening of the U.S. dollar against the Mexican peso.
Current wording
We expect income from unconsolidated operations will decline by a high single digit percentage rate from the 2024 level driven by our largest joint venture, McCormick de Mexico, due to the strengthening of the U.S. dollar against the Mexican peso partially offset by continued strength in the underlying performance of the business.
Previous wording
Diluted earnings per share was $2.92 in 2024. Diluted earnings per share for 2025 is projected to range from $2.99 to $3.04. Excluding the per share impact of special charges, adjusted diluted earnings per share was $2.95 in 2024. Adjusted diluted earnings per share, excluding an estimated per share impact from special charges of $0.04, is projected to range from $3.03 to $3.08 in 2025. We expect adjusted diluted earnings per share to increase by 3% to 5%, which includes a 2% unfavorable impact from currency rates, or to increase by 5% to 7% on a constant currency basis over adjusted diluted earnings per share of $2.95 in 2024.
Current wording
Diluted earnings per share was $2.92 in 2024. Diluted earnings per share for 2025 is projected to range from $2.98 to $3.03. Excluding the per share impact of special charges, adjusted diluted earnings per share was $2.95 in 2024. Adjusted diluted earnings per share, excluding an estimated per share impact from special charges of $0.05, is projected to range from $3.03 to $3.08 in 2025. We expect adjusted diluted earnings per share to increase by 3% to 5%, which includes a 2% unfavorable impact from currency rates, or to increase by 5% to 7% on a constant currency basis over adjusted diluted earnings per share of $2.95 in 2024.
Previous wording
Sales for the first quarter of 2025 increased by 0.2% from 2024 and increased by 2.0% on an organic basis (that is, excluding the impact of divestitures and foreign currency exchange as more fully described under the caption, Non-GAAP Financial Measures). Pricing impacts unfavorably impacted sales by 0.2% as compared to the same period in 2024. Favorable volume and product mix increased sales by 2.2% for the quarter, including growth in both our consumer and flavor solutions segments. Foreign currency rates decreased sales by 1.8% for the quarter as compared to the prior year quarter. Organic sales growth was 2.0%, as compared to the same period in 2024.
Current wording
Sales for the second quarter of 2025 increased by 1.0% from the same period in 2024 and increased by 1.6% on an organic basis (that is, excluding the impact of divestitures and foreign currency exchange as more fully described under the caption, Non-GAAP Financial Measures). Pricing favorably impacted sales by 0.3%. Favorable volume and product mix increased sales by 1.3% driven by growth across all three regions in our Consumer segment partially offset by unfavorable volume and product mix in the Americas and Europe Middle East and Africa (EMEA) regions in our Flavor Solutions segment. Foreign currency rates decreased sales by 0.6%.
Previous wording
SG&A expense increased by $17.2 million in the first quarter of 2025 as compared to the 2024 level, primarily as a result ofhigher stock-based compensation expense, other employee benefit related costs and increased advertising and promotional spend. The higher level of stock-based compensation expense was driven by a change in grant timing that shifted the recognition of expense from the second quarter into the first quarter of 2025, as more fully discussed in Note 6 of notes to our accompanying condensed consolidated financial statements. SG&A expense as a percentage of net sales increased by 100 basis points from the prior year levels principally due to the factors described above.
Current wording
SG&A expense decreased by $19.5 million in the second quarter of 2025 as compared to the same period in 2024, driven primarily by lower stock-based compensation expense, lower performance-based employee incentive expense, and CCI-led cost savings including the impact of SG&A streamlining actions. The lower level of stock-based compensation expense was driven by a change in grant timing that shifted the recognition of expense from the second quarter into the first quarter of 2025, as more fully discussed in Note 6 of notes to our accompanying condensed consolidated financial statements. SG&A as a percentage of net sales decreased by 140 basis points due to the factors previously described.
Previous wording
During the three months ended February 29, 2024, we recorded $4.2 million of special charges. Those special charges principally consisted of $2.8 million associated with the GOE program and $1.4 million associated with the transition of a manufacturing facility in Europe, Middle East, and Africa (EMEA). Details with respect to the composition of special charges are included in Note 2 of the notes to the accompanying condensed consolidated financial statements.
Current wording
During the six months ended May 31, 2024, we recorded $6.0 million of special charges. Those special charges principally consisted of $4.6 million associated with the GOE program and $1.4 million associated with the transition of a manufacturing facility in EMEA.
Previous wording
Income tax expense for the three months ended February 28, 2025 included $5.2 million of net discrete tax benefits consisting principally of a $5.0 million net tax benefit resulting from the revaluation of deferred taxes associated with enacted legislation.
Current wording
Income tax expense for the six months ended May 31, 2025 included $7.6 million of net discrete tax benefits consisting principally of the following: (i) $5.0 million net tax benefit resulting from the revaluation of deferred taxes associated with enacted legislation, (ii) $1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S. jurisdiction, and (iii) $1.2 million of excess tax benefits associated with stock compensation.
Previous wording
Income tax expense for the three months ended February 29, 2024 included $1.6 million of discrete tax expense consisting principally of $1.1 million of tax expense resulting from a state tax matter and $0.5 million of tax expense associated with stock-based compensation.
Current wording
Income tax expense for the six months ended May 31, 2024 included $18.6 million of net discrete tax benefits consisting principally of the following: (i) $19.4 million of tax benefits associated with the recognition of a deferred tax asset related to an international legal entity reorganization, (ii) $1.3 million of tax benefit from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S. jurisdiction, (iii) $1.9 million of tax expense resulting from a state tax matter, and (iv) $0.2 million of tax expense associated with stock-based compensation.
Previous wording
Income from unconsolidated operations, which is presented net of the elimination of earnings attributable to non-controlling interests, decreased by $3.9 million for the three months ended February 28, 2025, as compared to the year ago period. The decrease was principally driven by the results of our largest joint venture, McCormick de Mexico, which included unfavorable impacts from foreign exchange rates, as compared to the 2024 period.
Current wording
Income from unconsolidated operations, which is presented net of the elimination of earnings attributable to non-controlling interests, increased by $2.9 million for the three months ended May 31, 2025, driven by the results of our largest joint venture, McCormick de Mexico, where strong operating results were partially offset by the unfavorable impacts from foreign exchange rates.
Previous wording
In the first quarter of 2025, sales of our Consumer segment decreased by 0.2% compared to the first quarter of 2024 and increased by 1.2% on an organic basis. Higher volume and product mix increased sales by 2.6%, driven by growth in all regions as compared to the prior year period. Pricing actions, primarily in the Americas region, unfavorably impacted sales by 1.4% compared to the prior year. The unfavorable impact of foreign currency rates decreased sales by 1.4% as compared to the prior year period, and is excluded from our measure of sales growth of 1.2% on an organic basis.
Current wording
In the second quarter of 2025, sales of our Consumer segment increased by 2.9% compared to the second quarter of 2024 and increased by 3.0% on an organic basis. Higher volume and product mix increased sales by 3.3%, driven by growth in all three regions. Pricing actions unfavorably impacted sales by 0.3%. The unfavorable impact of foreign currency rates decreased sales by 0.1% and is excluded from our measure of sales growth of 3.0% on an organic basis.
Previous wording
In the Americas region, Consumer segment sales decreased by 0.4% in the first quarter of 2025 compared to the same quarter of 2024 and increased by 0.1% on an organic basis. Favorable volume and product mix increased sales by 2.9% driven by growth across core categories. Pricing actions, including prior year actions taken in response to price gap management that were predominantly in place in the second quarter of 2024, unfavorably impacted sales by 2.8% compared to the prior year period. The unfavorable impact of foreign currency rates decreased sales by 0.5% in the prior year period and is excluded from our measure of sales growth of 0.1% on an organic basis.
Current wording
In the Americas region, Consumer segment sales increased by 2.4% in the second quarter of 2025 compared to the same quarter of 2024 and increased by 2.8% on an organic basis. Favorable volume and product mix increased sales by 3.5% driven by growth across core categories. Pricing actions, including prior year actions taken in response to price gap management that were predominantly in place in the second quarter of 2024, unfavorably impacted sales by 0.7%. The unfavorable impact of foreign currency rates decreased sales by 0.4% and is excluded from our measure of sales growth of 2.8% on an organic basis.
Previous wording
In the first quarter of 2025, sales of our Flavor Solutions segment increased by 0.8% as compared to the first quarter of 2024 and increased by 3.3% on an organic basis. Favorable volume and product mix increased sales by 1.8% driven by the APAC and Americas regions as compared to the prior year period. Favorable pricing increased sales by 1.5%, primarily driven by the Americas region compared to the prior year period. The unfavorable impact of foreign currency rates decreased Flavor Solutions segment sales by 2.5% compared to the prior year period and is excluded from our measure of sales growth of 3.3% on an organic basis.
Current wording
In the EMEA region, Consumer segment sales increased by 4.9% in the second quarter of 2025 compared to the same quarter of 2024 and increased by 3.3% on an organic basis. Favorable volume and product mix increased sales by 2.2% driven by growth in France and Poland. Favorable pricing impacted sales by 1.1%. The favorable impact from foreign currency rates increased sales by 1.6% and is excluded from our measure of sales growth of 3.3% on an organic basis.
Previous wording
In the EMEA region, Flavor Solutions sales decreased by 5.2% in the first quarter of 2025 compared to the first quarter of 2024 and decreased by 3.9% on an organic basis. Unfavorable volume and product mix decreased sales by 1.9%, driven by the effects of lower sales to quick-service restaurant customers as compared to the prior year period. Unfavorable pricing impacted sales by 2.0% compared to the prior quarter. The unfavorable impact from foreign currency rates decreased sales by 1.3% compared to the prior year period and is excluded from our measure of sales decline of 3.9% on an organic basis.
Current wording
In the EMEA region, Flavor Solutions sales decreased by 4.7% in the second quarter of 2025 compared to the second quarter of 2024 and decreased by 7.0% on an organic basis. Unfavorable volume and product mix decreased sales by 4.7%, driven by the effect of lower sales to packaged food and quick-service restaurant customers. Unfavorable pricing impacted sales by 2.3%. The favorable impact from foreign currency rates increased sales by 2.3% and is excluded from our measure of sales decline of 7.0% on an organic basis.
Previous wording
Segment operating income for our Flavor Solutions segment increased by $17.1 million, or 27.9%, in the first quarter of 2025 compared to the first quarter of 2024. The increase in segment operating income was driven by the effects of an increase in gross profit partially offset by increases in SG&A expense, as compared to the prior period. The increase in gross profit was primarily driven by the impact of favorable pricing and CCI-led costs savings. The increase in SG&A expense was primarily driven by the items described in the consolidated discussion. Segment operating margin for our Flavor Solutions segment increased by 240 basis points from the prior year level to 11.4% in the first quarter of 2025. On a constant currency basis, segment operating income for our Flavor Solutions segment increased by 33.2% in the first quarter of 2025 compared to the same period in 2024.
Current wording
Segment operating income for our Flavor Solutions segment for the second quarter of 2025 increased by $8.4 million, or 9.8%, compared to the same period in 2024, driven by the effects of an increase in gross profit and lower SG&A expense. The increase in gross profit was driven by the impacts of favorable product mix and pricing and CCI-led cost savings, partially offset by costs to support increased capacity for growth. The decrease in SG&A expense was driven by the items described in the consolidated discussion. Segment operating margin increased by 130 basis points to 13.0%. On a constant currency basis, segment operating income increased by 12.9%.
Previous wording
•Special charges - Special charges consist of expenses and income associated with certain actions undertaken by us to reduce fixed costs, simplify or improve processes, and improve our competitiveness and are of such significance in terms of both up-front costs and organizational/structural impact to require advance approval by our Management Committee. Expenses associated with the approved actions are classified as special charges upon recognition and monitored on an ongoing basis through completion.
Current wording
•Special charges - Special charges consist of expenses and income associated with certain actions undertaken by us to reduce fixed costs, simplify or improve processes, and improve our competitiveness and are of such significance in terms of both up-front costs and organizational/structural impact to require advance approval by our Management Committee. Expenses associated with the approved actions are classified as special charges upon recognition and monitored on an ongoing basis through completion. Included in special charges are transaction and integration costs incurred in conjunction with a second quarter 2025 acquisition.
Previous wording
Details with respect to the composition of special charges set forth below are included in Note 2 of the notes to our accompanying condensed consolidated financial statements. Details with respect to the composition of special charges for the year ended November 30, 2024 are included in Note 2 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2024.
Current wording
Details with respect to the composition of special charges, including transaction and integration expenses, set forth below are included in Note 2 of the notes to our accompanying condensed consolidated financial statements. Details with respect to the composition of special charges for the year ended November 30, 2024 are included in Note 2 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2024.
Previous wording
Operating Cash Flow—Net cash provided by operating activities of $115.5 million for the three months ended February 28, 2025, decreased $22.9 million from the same period of 2024. The decrease in operating cash flow was primarily driven by higher cash used for working capital partially offset by lower incentive payments.
Current wording
Operating Cash Flow—Net cash provided by operating activities of $161.4 million for the six months ended May 31, 2025, decreased $140.1 million as compared to $301.5 million for the corresponding 2024 period. The decrease in operating cash flow was primarily driven by higher cash used for working capital primarily driven by accounts payable decreases driven by the timing of inventory purchases.
Previous wording
Investing Cash Flow—Cash used in investing activities of $37.1 million for the three months ended February 28, 2025 decreased by $24.7 million as compared to $61.8 million for the corresponding period in 2024. Capital expenditures decreased from the 2024 level of $62.0 million to $37.1 million. We expect 2025 capital expenditures to approximate $300 million.
Current wording
Investing Cash Flow—Cash used in investing activities of $105.2 million for the six months ended May 31, 2025 decreased by $24.9 million as compared to $130.1 million for the corresponding period in 2024. Capital expenditures decreased from the 2024 level of $130.3 million to $85.4 million. We expect 2025 capital expenditures to approximate $275 million. Cash used for the acquisition of a business was $19.8 million.
Previous wording
Financing Cash Flow—Financing activities used cash of $155.2 million for the first three months of 2025 and increased $87.5 million as compared to $67.7 million for the corresponding period in 2024. The increase is a result of changes in our net borrowings, share issuance activity associated with the exercise of stock options, share repurchase activity, and dividends, all as described below.
Current wording
Financing Cash Flow—Financing activities used cash of $142.9 million for the six months ended May 31, 2025 and decreased $29.3 million as compared to $172.2 million for the corresponding period in 2024. The decrease is a result of changes in our net borrowings, share issuance activity associated with the exercise of stock options, share repurchase activity, and dividends, all as described below.
Previous wording
As of February 28, 2025, $431 million remained of the $600 million share repurchase program that was authorized by the Board of Directors in November 2019. The timing and amount of any shares repurchased is determined by our management based on its evaluation of market conditions and other factors.
Current wording
As of May 31, 2025, approximately $422 million remained of the $600 million share repurchase program that was authorized by the Board of Directors in November 2019. The timing and amount of any shares repurchased is determined by our management based on its evaluation of market conditions and other factors.
Previous wording
During the three months ended February 28, 2025, we received proceeds of $6.7 million from exercised stock options as compared to $4.4 million received in the corresponding 2024 period. We repurchased $6.7 million and $4.9 million of common stock during the three months ended February 28, 2025 and February 29, 2024, respectively, in conjunction with employee tax withholding requirements associated with our stock compensation plans.
Current wording
During the six months ended May 31, 2025, we received proceeds of $13.3 million from exercised stock options as compared to $10.4 million received in the corresponding 2024 period. We repurchased $12.6 million and $8.9 million of common stock during the six months ended May 31, 2025 and 2024, respectively, in conjunction with employee tax withholding requirements associated with our stock compensation plans.
Previous wording
We increased dividends paid to $120.7 million, or a per share quarterly dividend of $0.45, in the first three months of 2025 from $112.7 million, or a per share quarterly dividend of $0.42, of dividends paid in the same period last year. The timing and amount of any future dividends is determined by our Board of Directors.
Current wording
We increased dividends paid to $241.5 million, or a per share quarterly dividend of $0.45, in the first six months of 2025 from $225.5 million, or a per share quarterly dividend of $0.42, of dividends paid in the same period last year. The timing and amount of any future dividends is determined by our Board of Directors.
Previous wording
At February 28, 2025 and February 29, 2024, we temporarily used $607.3 million and $539.3 million, respectively, of cash from our non-U.S. subsidiaries to pay down short-term debt in the U.S. During a quarter, our short-term borrowings vary, but are typically lower at the end of a quarter. The average short-term borrowings outstanding for the three months ended February 28, 2025 and February 29, 2024 were $981.3 million and $828.9 million, respectively. Total average debt outstanding for the three months ended February 28, 2025 and February 29, 2024 was $4,781.3 million and $4,883.9 million, respectively.
Current wording
At May 31, 2025 and 2024, we temporarily used $614.2 million and $585.8 million, respectively, of cash from our non-U.S. subsidiaries to pay down short-term debt in the U.S. During a quarter, our short-term borrowings vary, but are typically lower at the end of a quarter. The average short-term borrowings outstanding for the six months ended May 31, 2025 and 2024 were $1,073.5 and $886.6 million, respectively. Total average debt outstanding for the six months ended May 31, 2025 and 2024 was $4,873.5 million and $4,941.6 million, respectively.
Previous wording
The reported values of our assets and liabilities are significantly affected by fluctuations in foreign exchange rates between periods. At February 28, 2025, the exchange rate for the Polish zloty was higher than the U.S. dollar at November 30, 2024. At February 28, 2025, the exchange rate for the British pound sterling, Euro, Canadian dollar, Mexican peso, Chinese renminbi, and Australian dollar were lower than the U.S. dollar at November 30, 2024.
Current wording
The reported values of our assets and liabilities are significantly affected by fluctuations in foreign exchange rates between periods. At May 31, 2025, the exchange rate for the British pound sterling, Euro, Canadian dollar, Mexican peso, Chinese renminbi, and Polish zloty were higher than the U.S. dollar at November 30, 2024. At May 31, 2025, the exchange rate for the Australian dollar was lower than the U.S. dollar at November 30, 2024.
Previous wording
Our committed revolving credit facilities include a five-year $1.5 billion revolving credit facility, which will expire in June 2026 and a 364-day $500 million revolving credit facility, which was entered into in August 2024 and will expire in August 2025. The current pricing for the five-year credit facility, on a fully drawn basis, is Term SOFR plus 1.25%. The pricing of that credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.75%. The current pricing for the 364-day credit facility, on a fully drawn basis, is Term SOFR plus 1.23%. The pricing of that credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.60%.
Current wording
In May 2025, we entered into a five-year $2.0 billion revolving credit facility which will expire in May 2030 and simultaneously cancelled the five-year $1.5 billion revolving credit facility which was set to expire in June 2026 and the 364-day $500 million revolving credit facility which was set to expire in August 2025. The current pricing for the five-year credit facility, on a fully drawn basis, is Term SOFR plus 1.125%. The pricing of the revolving credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.50%. The provisions of the revolving credit facility restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio. We do not expect that this covenant will limit our access to those facilities for the foreseeable future.
Previous wording
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 obligations include the maturity of our $250.0 million, 3.25% notes due in November 2025 and our $500.0 million, 0.90% notes due in February 2026. Also, in August 2025, our $500 million, 364-day revolving credit facility matures. Our other cash requirements include raw material purchases, lease payments, income taxes, anticipated quarterly dividends, and pension and postretirement benefits, as well as other contractual obligations.
Current wording
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 obligations include the maturity of our $250.0 million, 3.25% notes due in November 2025 and our $500.0 million, 0.90% notes due in February 2026. Our other cash requirements include raw material purchases, lease payments, income taxes, anticipated quarterly dividends, and pension and postretirement benefits, as well as other contractual obligations.
Previous wording
Certain statements contained in this report, including statements concerning expected performance such as those relating to net sales, gross margin, earnings, cost savings, special charges, acquisitions, brand marketing support, volume and product mix, income tax expense, and the impact of foreign currency rates are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the use of words such as “may,” “will,” “expect,” “should,” “anticipate,” “intend,” “believe,” “plan,” and similar expressions. These statements may relate to: general economic and industry conditions, including consumer spending rates, recessions, interest rates, and availability of capital; expectations regarding sales growth potential in various geographies and markets, including the impact of brand marketing support, product innovation, and customer, channel, category, heat platform, and e-commerce expansion; expected trends in net sales, earnings performance, and other financial measures; the expected impact of pricing actions on the Company's results of operations, including our sales volume and mix as well as gross margins; the expected impact of the inflationary cost environment on our business; the anticipated effects of factors affecting our supply chain, including the availability and prices of commodities and other supply chain resources such as raw materials, packaging, labor, and transportation; the potential impact of trade policies, including new tariffs; the expected impact of productivity improvements, including those associated with our CCI program and the Global Business Services operating model initiative; the ability to identify, attract, hire, retain, and develop qualified personnel and the next generation of leaders; the impact of ongoing conflicts, including those between Russia and Ukraine and the war in the Middle East, including the potential for broader economic disruption; expected working capital improvements; the anticipated timing and costs of implementing our business transformation initiative, which includes the implementation of a global enterprise resource planning (ERP) system; the expected impact of accounting pronouncements; expectations regarding pension and postretirement plan contributions and anticipated charges associated with those plans; the holding period and market risks associated with financial instruments; the impact of foreign exchange fluctuations; the adequacy of internally generated funds and existing sources of liquidity, such as the availability of bank financing; the anticipated sufficiency of future cash flows to enable payments of interest, repayment of short- and long-term debt, working capital needs, planned capital expenditures, quarterly dividends, and our ability to obtain additional short- and long-term financing or issue additional debt securities; and expectations regarding purchasing shares of McCormick's common sto…
Excerpt shortened here; the source contains the full paragraph.
Current wording
Certain statements contained in this report, including statements concerning expected performance such as those relating to net sales, gross margin, earnings, cost savings, special charges, including transaction and integration expenses, acquisitions, brand marketing support, volume and product mix, income tax expense, and the impact of foreign currency rates are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the use of words such as “may,” “will,” “expect,” “should,” “anticipate,” “intend,” “believe,” “plan,” and similar expressions. These statements may relate to: general economic and industry conditions, including consumer spending rates, recessions, interest rates, and availability of capital; expectations regarding sales growth potential in various geographies and markets, including the impact of brand marketing support, product innovation, and customer, channel, category, heat platform, and e-commerce expansion; expected trends in net sales, earnings performance, and other financial measures; the expected impact of pricing actions on the Company's results of operations, including our sales volume and mix as well as gross margins; the expected impact of the inflationary cost environment on our business; the anticipated effects of factors affecting our supply chain, including the availability and prices of commodities and other supply chain resources such as raw materials, packaging, labor, and transportation; the potential impact of trade policies, including new tariffs; the expected impact of productivity improvements, including those associated with our CCI program and the Global Business Services operating model initiative; the ability to identify, attract, hire, retain, and develop qualified personnel and the next generation of leaders; the impact of ongoing conflicts, including those between Russia and Ukraine and the war in the Middle East, including the potential for broader economic disruption; expected working capital improvements; the anticipated timing and costs of implementing our business transformation initiative, which includes the implementation of a global enterprise resource planning (ERP) system; the expected impact of accounting pronouncements; expectations regarding pension and postretirement plan contributions and anticipated charges associated with those plans; the holding period and market risks associated with financial instruments; the impact of foreign exchange fluctuations; the adequacy of internally generated funds and existing sources of liquidity, such as the availability of bank financing; the anticipated sufficiency of future cash flows to enable payments of interest, repayment of short- and long-term debt, working capital needs, planned capital expenditures, quarterly dividends, and our ability to obtain additional short- and long-term financing or issue additional debt securities; and expectations regar…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
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.
Current wording
Actual results could differ materially from those projected in the forward-looking statements. The Company undertakes 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Details with respect to the composition of special charges, including transaction and integration expenses, are included in Note 2 of the notes to the accompanying condensed consolidated financial statements.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The provisions of each revolving credit facility restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio. We do not expect that this covenant would limit our access to those facilities for the foreseeable future.