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Item 1. Financial Statements

2025-06-26 compared with 2025-03-25 · 198 added, 88 removed, 412 unchanged (41% of the section changed)

3 unchanged sentences

(in millions except per share amounts)

Three months ended

February 28, 2025 February 29, 2024

Three months ended May 31, Six months ended May 31,

2025 2024 2025 2024

Net sales $ 1,659.5 $ 1,643.2 $ 3,265.0 $ 3,245.9

10 unchanged sentences

Income from unconsolidated operations

19.7 16.8 37.1 38.1

Net income $ 175.0 $ 184.2 $ 337.3 $ 350.2

4 unchanged sentences

Cash dividends paid per share – voting and non-voting $ 0.45 $ 0.42 $ 0.90 $ 0.84

Cash dividends declared per share – voting and non-voting $ 0.45 $ 0.42 $ 0.45 $ 0.42

See notes to condensed consolidated financial statements (unaudited).

2 unchanged sentences

(in millions)

Three months ended

February 28, 2025 February 29, 2024

Three months ended May 31, Six months ended May 31,

2025 2024 2025 2024

Net income $ 175.0 $ 184.2 $ 337.3 $ 350.2

4 unchanged sentences

Change in derivative financial instruments ( 2.6 ) ( 0.5 ) ( 0.3 ) ( 3.8 )

Tax (expense) benefit ( 1.0 ) 0.4

Total other comprehensive loss, net of tax ( 33.6 ) ( 5.1 )

Tax benefit 6.1 1.1 5.1 1.5

Total other comprehensive income, net of tax 124.7 6.2 91.1 1.1

Comprehensive income $ 300.7 $ 192.2 $ 430.5 $ 355.2

40 unchanged sentences

(in millions)

Three months ended

February 28, 2025 February 29, 2024

Six months ended May 31,

Operating activities

13 unchanged sentences

Investing activities

Acquisition of business ( 19.8 ) —

Capital expenditures (including software) ( 85.4 ) ( 130.3 )

3 unchanged sentences

Short-term borrowings (repayments), net 116.0 80.3

Long-term debt borrowings 0.9 —

Long-term debt repayments ( 13.6 ) ( 28.0 )

6 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 24.7 0.5

(Decrease) increase in cash and cash equivalents ( 83.3 ) 11.4

Decrease in cash and cash equivalents ( 62.0 ) ( 0.3 )

Cash and cash equivalents at beginning of period 186.1 166.6

6 unchanged sentences

Non-Voting Shares Common Stock Amount Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interests Total Shareholders’ Equity

Three months ended February 28, 2025

Three months ended May 31, 2025

Balance, February 28, 2025 15.5 252.6 2,253.3 3,694.3 ( 524.6 ) 26.7 $ 5,449.7

Net income — 175.0 — — 175.0

Net income attributable to non-controlling interest — — — 1.0 1.0

Other comprehensive income, net of tax — — 123.4 1.3 124.7

Dividends — ( 120.8 ) — — ( 120.8 )

Stock-based compensation 9.6 — — — 9.6

Shares purchased and retired ( 0.2 ) — ( 7.7 ) ( 9.5 ) — — ( 17.2 )

Shares issued 0.4 — 8.4 — — — 8.4

Equal exchange ( 0.4 ) 0.4 — — — — —

Balance, May 31, 2025

15.3 253.0 $ 2,263.6 $ 3,739.0 $ ( 401.2 ) $ 29.0 $ 5,630.4

Six months ended May 31, 2025

Balance, November 30, 2024

2 unchanged sentences

Net income attributable to non-controlling interest — — — 2.1 2.1

Other comprehensive loss, net of tax — — ( 33.4 ) ( 0.2 ) ( 33.6 )

Other comprehensive income, net of tax — — 90.0 1.1 91.1

Dividends — ( 120.8 ) — — ( 120.8 )

Stock-based compensation 29.6 — — — 29.6

2 unchanged sentences

Equal exchange ( 0.6 ) 0.6 — — — — —

Balance, May 31, 2025

15.3 253.0 $ 2,263.6 $ 3,739.0 $ ( 401.2 ) $ 29.0 $ 5,630.4

Three months ended May 31, 2024

Balance, February 29, 2024 16.6 251.7 $ 2,213.4 $ 3,412.8 $ ( 393.7 ) $ 24.9 $ 5,257.4

Net income — 184.2 — — 184.2

Net income attributable to non-controlling interest — — — 1.8 1.8

Other comprehensive income, net of tax — — 6.1 0.1 6.2

Dividends — ( 112.7 ) — — ( 112.7 )

Stock-based compensation 19.4 — — — 19.4

Shares purchased and retired ( 0.1 ) — ( 4.1 ) ( 4.0 ) — — ( 8.1 )

Shares issued 0.3 — 6.0 — — — 6.0

Equal exchange ( 0.2 ) 0.2 — — — — —

Balance, May 31, 2024

16.6 251.9 $ 2,234.7 $ 3,480.3 $ ( 387.6 ) $ 26.8 $ 5,354.2

Three months ended February 29, 2024

Six months ended May 31, 2024

Balance, November 30, 2023

2 unchanged sentences

Net income attributable to non-controlling interest — — — 3.9 3.9

Other comprehensive income (loss), net of tax — — ( 5.1 ) — ( 5.1 )

Other comprehensive income, net of tax — — 1.0 0.1 1.1

Dividends — ( 112.7 ) — — ( 112.7 )

Stock-based compensation 31.1 — — — 31.1

2 unchanged sentences

Equal exchange ( 0.6 ) 0.6 — — — — —

Balance, February 29, 2024

Balance, May 31, 2024

16.6 251.9 $ 2,234.7 $ 3,480.3 $ ( 387.6 ) $ 26.8 $ 5,354.2

6 unchanged sentences

In our opinion, the accompanying condensed consolidated financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position and the results of operations for the interim periods presented.

The results of consolidated operations for the three-month period ended February 28, 2025 are not necessarily indicative of the results to be expected for the full year.

The results of consolidated operations for the six-month period ended May 31, 2025 are not necessarily indicative of the results to be expected for the full year.

Historically, our net sales, net income, and cash flow from operations have been lower in the first half of the fiscal year and higher in the second half of the fiscal year.

6 unchanged sentences

All outstanding amounts related to suppliers participating in the SCF program 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, 2025 and November 30, 2024, the amounts due to suppliers participating in the SCF program and included in trade accounts payable were approximately $ 385.2 million and $ 417.4 million, respectively.

As of May 31, 2025 and November 30, 2024, the amounts due to suppliers participating in the SCF program and included in trade accounts payable were approximately $ 354.8 million and $ 417.4 million, respectively.

Accounting Pronouncement Partially Adopted

3 unchanged sentences

The guidance does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.

We adopted the new standard's requirements to disclose the key terms of the programs and information about obligations outstanding as of November 30, 2023.

We previously adopted the new standard's requirements to disclose the key terms of the programs and information about obligations outstanding.

The standard’s requirement to disclose a roll-forward of obligations outstanding will be effective for our fiscal year ending November 30, 2025.

19 unchanged sentences

SPECIAL CHARGES

The following is a summary of special charges, including transaction and integration expenses, recognized in the three and six months ended May 31, 2025 and 2024 (in millions):

Three months ended May 31, Six months ended May 31,

2025 2024 2025 2024

Employee severance and related benefits $ 11.4 $ 1.0 $ 11.4 $ 3.1

Other costs 0.6 0.8 0.6 2.9

Transaction and integration expenses 0.8 — 0.8 —

Total special charges $ 12.8 $ 1.8 $ 12.8 $ 6.0

Special Charges

In our consolidated income statement, we include a separate line item captioned "Special charges" in arriving at our consolidated operating income.

4 unchanged sentences

We continue to evaluate changes to our organizational structure to reduce fixed costs, simplify or improve processes, and improve our competitiveness.

The following is a summary of special charges recognized in the three months ended February 28, 2025 and February 29, 2024 (in millions):

Three months ended

February 28, 2025 February 29, 2024

Employee severance and related benefits $ — $ 2.1

Other cash costs — 2.1

Total special charges $ — $ 4.2

During the three months ended February 29, 2024, we recorded $ 4.2 million of special charges, consisting principally of (i) $ 2.8 million associated with our Global Operating Effectiveness (GOE) program, which includes $ 2.1 million in severance and related benefits costs and $ 0.7 million in third-party expenses and other costs, and (ii) $ 1.4 million in third-party expenses and other costs associated with the transition of a manufacturing facility in Europe, Middle East, and Africa (EMEA).

Both our GOE program and the EMEA manufacturing facility transition are more fully described in Note 2 of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended November 30, 2024.

As of February 28, 2025 and November 30, 2024, reserves associated with special charges of $ 1.0 million and $ 2.7 million are included in "Other accrued liabilities" in our consolidated balance sheet.

The following is a breakdown by business segment of special charges for the three months ended February 28, 2025 and February 29, 2024 (in millions):

Three months ended

February 28, 2025 February 29, 2024

During the three and six months ended May 31, 2025, we recorded $ 11.4 million of employee severance and related benefit costs related to global selling, general and administrative streamlining actions approved by our Management Committee during the second quarter of 2025, and $ 0.6 million associated with other actions.

During the three months ended May 31, 2024, we recorded $ 1.8 million of special charges, principally associated with our Global Operating Effectiveness (GOE) program.

During the six months ended May 31, 2024, we recorded $ 6.0 million of special charges, consisting principally of $ 4.6 million associated with our GOE program and $ 1.4 million associated with the transition of a manufacturing facility in Europe, Middle East, and Africa (EMEA), both of which are more fully described in Note 2 of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended November 30, 2024.

As of May 31, 2025 and November 30, 2024, reserves associated with special charges of $ 8.0 million and $ 2.7 million are included in "Other accrued liabilities" in our consolidated balance sheet.

Transaction and Integration Expenses

On March 31, 2025, we purchased substantially all of the assets of Jurado, Inc.

(“Jurado”), supplier of chili mash located in Las Cruces, New Mexico.

The purchase price for Jurado was approximately $ 38.1 million, including $ 14.3 million of customary purchase price adjustments we anticipate will be paid in the third quarter of 2025 and $ 4.0 million of payments to be made in $ 2.0 million installments on the first and second anniversary of the acquisition date.

As of May 31, 2025, the preliminary valuation of the acquired assets resulted in $ 32.3 million allocated to tangible assets acquired, $ 2.7 million allocated to other intangible assets, and $ 3.1 million allocated to goodwill, which is deductible for tax purposes.

Tangible assets principally consist of $ 26.4 million of raw material and work-in-process inventory which were valued using a net realizable value approach, resulting in a step-up of $ 2.2 million that will be recognized in cost of goods sold as the related inventory is sold, and property, plant and equipment of $ 5.8 million .

We expect to finalize the determination of the fair value of the acquired Jurado assets

during the second half of 2025.

The results of Jurado’s operations have been included in our financial statements as a component of our Consumer segment from the date of the acquisition and are not material.

During the three and six months ended May 31, 2025, we recorded $ 0.8 million of transaction and integration costs related to the acquisition of Jurado which was principally comprised of transaction costs.

We expect transaction and integration expenses related to the acquisition of Jurado, including the step-up of inventory that will be recognized in cost of goods sold, to total approximately $ 4.0 million in fiscal year 2025.

The following is a breakdown by business segment of special charges, including transaction and integration expenses, for the three and six months ended May 31, 2025 and 2024 (in millions):

Three months ended May 31,

Six months ended May 31,

2025 2024 2025 2024

Consumer segment $ 7.8 $ 1.5 $ 7.8 $ 3.3

2 unchanged sentences

FINANCING ARRANGEMENTS AND FINANCIAL INSTRUMENTS

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 Secured Overnight Financing Rate (SOFR) plus 1.125 %.

The pricing of the revolving credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to Term SOFR plus 1.50 %.

The provisions of the revolving credit facility restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio.

We do not expect this covenant will limit our access to those facilities for the foreseeable future.

We use derivative financial instruments to enhance our ability to manage risk, including foreign currency, net investment, and interest rate exposures, which exist as part of our ongoing business operations.

5 unchanged sentences

We assess foreign currency risk based on transactional cash flows and translational volatility and may enter into forward contract and currency swaps with highly-rated financial institutions to reduce fluctuations in the long or short currency positions.

The following is a summary of the notional amounts of outstanding foreign currency exchange contracts as of February 28, 2025 and November 30, 2024 (in millions):

February 28, 2025 November 30, 2024

The following is a summary of the notional amounts of outstanding foreign currency exchange contracts as of May 31, 2025 and November 30, 2024 (in millions):

May 31, 2025 November 30, 2024

Fair value hedges $ 946.6 $ 818.1

4 unchanged sentences

All foreign currency exchange contracts generally have durations of less than 12 months.

At February 28, 2025, $ 254.5 million of notional contracts had an initial duration of less than one month and are used to hedge short-term cash flow funding.

At May 31, 2025, $ 304.7 million of notional contracts had an initial duration of less than one month and are used to hedge short-term cash flow funding.

Contracts which are designated as hedges of foreign currency denominated assets are considered fair value hedges.

3 unchanged sentences

dollars by operating units outside the U.S.) are considered cash flow hedges.

The gains and losses on these contracts are deferred in accumulated other comprehensive income until the hedged item is recognized in cost of goods sold, at which time the net amount deferred in accumulated other comprehensive income is also recognized in cost of goods sold.

The gains and losses on these contracts are deferred in accumulated other comprehensive income until the hedged item

is recognized in cost of goods sold, at which time the net amount deferred in accumulated other comprehensive income is also recognized in cost of goods sold.

We also utilize cross currency interest rate swap contracts that are designated as net investment hedges.

11 unchanged sentences

location Notional

As of February 28, 2025

As of May 31, 2025

Interest rate contracts Other current

16 unchanged sentences

Total $ 42.0 $ 50.4

The following tables disclose the impact of derivative instruments on our other comprehensive income (OCI), accumulated other comprehensive loss (AOCI), and our consolidated income statement for the three months ended February 28, 2025 and February 29, 2024 (in millions):

The following tables disclose the impact of derivative instruments on our other comprehensive income (OCI), accumulated other comprehensive loss (AOCI), and our consolidated income statement for the six months ended May 31, 2025 and 2024 (in millions):

Fair Value Hedges

1 unchanged sentence

location Expense

Three months ended February 28, 2025 Three months ended February 29, 2024

Three months ended May 31,

Six months ended May 31,

2025 2024 2025 2024

Interest rate contracts Interest expense $ 3.6 $ 5.1 $ 7.3 $ 10.2

Income statement location Loss recognized in income Income statement location Gain (loss) recognized in income

Derivative Three months ended February 28, 2025 Three months ended February 29, 2024 Hedged item Three months ended February 28, 2025 Three months ended February 29, 2024

Income statement location Loss recognized in income Income statement location Gain recognized in income

Derivative 2025 2024 Hedged item 2025 2024

Three months ended May 31,

Foreign exchange contracts Other income, net $ ( 17.4 ) $ ( 3.8 ) Intercompany loans Other income, net $ 17.8 $ 2.5

T he gains (losses) recognized on fair value hedges relating to currency exposure on third-party non-functional currency assets or liabilities were not material during the three months ended February 28, 2025 and February 29, 2024.

Six months ended May 31,

Foreign exchange contracts Other income, net $ ( 17.9 ) $ ( 6.7 ) Intercompany loans Other income, net $ 17.2 $ 3.9

Cash Flow Hedges

2 unchanged sentences

reclassified from AOCI

Derivative Three months ended February 28, 2025 Three months ended February 29, 2024 Three months ended February 28, 2025 Three months ended February 29, 2024

Derivative 2025 2024 2025 2024

Three months ended May 31,

Interest rate contracts $ — $ — Interest

2 unchanged sentences

Total $ ( 2.2 ) $ ( 0.1 ) $ 0.5 $ 0.1

As of February 28, 2025, the net amount of accumulated other comprehensive loss associated with all cash flow and settled interest rate cash flow hedge derivatives expected to be reclassified in the next 12 months is $ 0.9 million as an increase to earnings.

Six months ended May 31,

Interest rate contracts $ — $ — Interest

expense $ ( 0.3 ) $ ( 0.3 )

Foreign exchange contracts ( 3.0 ) ( 0.3 ) Cost of goods sold 0.6 1.5

Total $ ( 3.0 ) $ ( 0.3 ) $ 0.3 $ 1.2

As of May 31, 2025, the net amount of accumulated other comprehensive loss associated with all cash flow and settled interest rate cash flow hedge derivatives expected to be reclassified in the next 12 months is a $ 2.0 million decrease to earnings.

Net Investment Hedges

1 unchanged sentence

location Gain excluded from the assessment of hedge effectiveness

Derivative Three months ended February 28, 2025 Three months ended February 29, 2024 Three months ended February 28, 2025 Three months ended February 29, 2024

Cross currency contracts $ 8.1 $ ( 5.9 ) Interest

expense $ 2.5 $ 2.2

Derivative 2025 2024 2025 2024

Three months ended May 31,

Cross currency contracts $ ( 44.2 ) $ ( 0.9 ) Interest expense $ 2.3 $ 2.4

Six months ended May 31,

Cross currency contracts $ ( 36.1 ) $ 5.0 Interest expense $ 4.8 $ 4.6

For all net investment hedges, no amounts have been reclassified out of accumulated other comprehensive loss.

5 unchanged sentences

We account for the transfer of receivables as a sale at the point control is transferred through derecognition of the receivable on our condensed consolidated balance sheet.

The outstanding amounts of receivables sold under this program were $ 257.4 million and $ 106.9 million as of February 28, 2025 and November 30, 2024, respectively.

The outstanding amounts of receivables sold under this program were $ 305.5 million and $ 106.9 million as of May 31, 2025 and November 30, 2024, respectively.

The proceeds from the sales of receivables are included in cash from operating activities in the consolidated statement of cash flows.

As collecting agent on the sold receivables, we had $ 29.7 million and $ 9.6 million of cash collected that was not yet remitted to the third-party financial institution as of February 28, 2025 and November 30, 2024, respectively.

As collecting agent on the sold receivables, we had $ 30.7 million and $ 9.6 million of cash collected that was not yet remitted to the third-party financial institution as of May 31, 2025 and November 30, 2024, respectively.

This obligation is reported within other accrued liabilities on the consolidated balance sheet and within cash flows from financing activities on the consolidated cash flow statement.

7 unchanged sentences

Unobservable inputs that reflect the reporting entity’s own assumptions.

At February 28, 2025 and November 30, 2024, we had no financial assets or liabilities that were subject to a level 3 fair value measurement.

At May 31, 2025 and November 30, 2024, we had no financial assets or liabilities that were subject to a level 3 fair value measurement.

Our population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows (in millions):

February 28, 2025

Fair Value Level 1 Level 2

7 unchanged sentences

Interest rate derivatives 29.7 — 29.7

Cross currency contracts 12.9 — 12.9

Total $ 47.9 $ — $ 47.9

10 unchanged sentences

Total $ 50.4 $ — $ 50.4

At February 28, 2025 and November 30, 2024, the carrying amounts of interest rate derivatives, foreign currency derivatives, cross currency contracts, insurance contracts, and bond and other long-term investments were equal to their respective fair values.

At May 31, 2025 and November 30, 2024, the carrying amounts of interest rate derivatives, foreign currency derivatives, cross currency contracts, insurance contracts, and bond and other long-term investments were equal to their respective fair values.

Because of their short-term nature, the amounts reported in the balance sheet for cash and cash equivalents, receivables, short-term borrowings, and trade accounts payable approximate fair value.

6 unchanged sentences

The following table sets forth the carrying amounts and fair values of our long-term debt including the current portion thereof (in millions):

February 28, 2025 November 30, 2024

May 31, 2025 November 30, 2024

Carrying amount $ 3,856.0 $ 3,858.8

13 unchanged sentences

Although our defined benefit plans in the U.S., United Kingdom, and Canada have generally been frozen, employees who are participants in the plans retained benefits accumulated up to the date of the freeze, based on credited service and eligible earnings, in accordance with the terms of the plans.

The following table presents the components of our pension (income) and other postretirement benefits expense for the three months ended February 28, 2025 and February 29, 2024 (in millions):

The following table presents the components of our pension (income) and other postretirement benefits expense for the three and six months ended May 31, 2025 and 2024 (in millions):

United States pension International pension Other postretirement benefits

2025 2024 2025 2024 2025 2024

Three months ended May 31,

Service cost $ 0.4 $ 0.4 $ 0.1 $ 0.2 $ 0.2 $ 0.2

4 unchanged sentences

Total (income) expense $ 0.4 $ ( 0.2 ) $ ( 0.9 ) $ ( 1.3 ) $ 0.1 $ —

During the three months ended February 28, 2025 and February 29, 2024, we contributed $ 1.8 million to our pension plans.

Six months ended May 31,

Service cost $ 0.8 $ 0.8 $ 0.3 $ 0.3 $ 0.4 $ 0.4

Interest costs 17.8 18.6 5.0 5.3 1.1 1.2

Expected return on plan assets ( 18.6 ) ( 19.8 ) ( 7.0 ) ( 8.0 ) — —

Amortization of prior service costs 0.2 0.2 0.1 — ( 0.1 ) ( 0.2 )

Amortization of net actuarial losses (gains) 0.6 ( 0.2 ) ( 0.1 ) ( 0.1 ) ( 1.3 ) ( 1.3 )

Total (income) expense $ 0.8 $ ( 0.4 ) $ ( 1.7 ) $ ( 2.5 ) $ 0.1 $ 0.1

During the six months ended May 31, 2025 and 2024, we contributed $ 3.7 million and $ 3.5 million, respectively, to our pension plans.

Total contributions to our pension plans in fiscal year 2024 were $ 10.0 million.

All of the amounts in the tables above for pension (income) and other postretirement benefits expense, other than service cost, were included in other income, net within our consolidated income statements.

The net aggregate amount of pension and other postretirement benefits income, excluding service cost components, was $( 1.2 ) million and $( 2.0 ) million for the three months ended February 28, 2025 and February 29, 2024, respectively.

The net aggregate amount of pension and other postretirement benefits income, excluding service cost components, was $( 1.1 ) million and $( 2.3 ) million for the three months ended May 31, 2025 and 2024, respectively, and $( 2.3 ) million and $( 4.3 ) million for the six months ended May 31, 2025 and 2024, respectively.

STOCK-BASED COMPENSATION

2 unchanged sentences

The following table sets forth the stock-based compensation expense recorded in selling, general and administrative (SG&A) expense (in millions):

Three months ended

February 28, 2025 February 29, 2024

Three months ended May 31,

Six months ended May 31,

2025 2024 2025 2024

Stock-based compensation expense $ 9.6 $ 19.4 $ 29.6 $ 31.1

Our 2025 annual grant consisted primarily of RSUs and stock awarded under our LTPP and occurred in the first quarter.

Our annual grant of stock options and RSUs principally occurred in the second quarter of 2024.

Our 2025 annual grant consisted of RSUs and stock awarded under our LTPP and occurred in the first quarter.

Our 2024 annual grant of stock options and RSUs occurred in the second quarter.

Stock options were also granted during the first quarter of 2024.

2 unchanged sentences

Stock awarded under our LTPP vest ratably over a three-year period.

The following is a summary of our stock option activity for the three months ended February 28, 2025 and February 29, 2024:

The following is a summary of our stock option activity for the six months ended May 31, 2025 and 2024:

(shares in millions) Number

7 unchanged sentences

Exercisable at end of the period 4.9 $ 72.83 4.5 $ 69.43

As of February 28, 2025, the intrinsic value (the difference between the exercise price and the market price) for all options outstanding was $ 73.4 million and for options currently exercisable was $ 63.5 million.

The total intrinsic value of all options exercised during the three months ended February 28, 2025 and February 29, 2024 was $ 3.3 million and $ 2.6 million, respectively.

The following is a summary of our RSU activity for the three months ended February 28, 2025 and February 29, 2024:

As of May 31, 2025, the intrinsic value (the difference between the exercise price and the market price) for all options outstanding was $ 35.2 million and for options currently exercisable was $ 34.3 million.

The total intrinsic value of all options exercised during the six months ended May 31, 2025 and 2024 was $ 8.2 million and $ 7.4 million, respectively.

The following is a summary of our RSU activity for the six months ended May 31, 2025 and 2024:

(shares in thousands) Number

7 unchanged sentences

Outstanding at end of period 802 $ 72.82 549 $ 72.15

There were 2.1 million price-vested stock options with a weighted-average grant-date fair value of $ 9.40 outstanding as of February 28, 2025 and February 29, 2024.

The following is a summary of our LTPP activity for the three months ended February 28, 2025 and February 29, 2024:

There were 2.1 million price-vested stock options with a weighted-average grant-date fair value of $ 9.40 outstanding as of May 31, 2025 and 2024.

The following is a summary of our LTPP activity for the six months ended May 31, 2025 and 2024:

(shares in thousands) Number

7 unchanged sentences

Outstanding at end of period 475 $ 79.97 473 $ 81.55

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.

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.

Other than additions for current year tax positions, there we re no significant changes to unrecognized tax benefits during the three months ended February 28, 2025.

As of February 28, 2025, we believe the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to our consolidated financial statements.

Income tax expense for the three months ended May 31, 2025 included $ 2.4 million of net discrete tax benefits consisting principally of a $ 1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S.

jurisdiction and $ 0.9 million of excess tax benefits associated with stock compensation.

Income tax expense for the six months ended May 31, 2025 included $ 7.6 million of net discrete tax benefits consisting principally of the following:

(i) $ 5.0 million net tax benefit resulting from the revaluation of deferred taxes associated with enacted legislation, (ii) $ 1.5 million net tax benefit resulting from the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in a non-U.S.

jurisdiction, and (iii) $ 1.2 million of excess tax benefits associated with stock compensation.

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.

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:

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.

Other than additions for current year tax positions and the discrete tax benefit associated with unrecognized tax benefits, as previously described, there we re no significant changes to unrecognized tax benefits during the six months ended May 31, 2025.

As of May 31, 2025, we believe the reasonably possible total amount of unrecognized tax benefits that could increase or decrease in the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements would not be material to our consolidated financial statements.

CAPITAL STOCK AND EARNINGS PER SHARE

The following table sets forth the reconciliation of average shares outstanding (in millions):

Three months ended

February 28, 2025 February 29, 2024

Three months ended May 31,

Six months ended May 31,

2025 2024 2025 2024

Average shares outstanding – basic 268.6 268.6 268.5 268.5

3 unchanged sentences

The following table sets forth the stock options and RSUs that were not considered in our earnings per share calculation since they were anti-dilutive (in millions):

Three months ended

February 28, 2025 February 29, 2024

Three months ended May 31,

Six months ended May 31,

2025 2024 2025 2024

Anti-dilutive securities 2.6 3.6 2.4 3.2

The following table sets forth common stock activity (in millions):

Three months ended

February 28, 2025 February 29, 2024

Three months ended May 31,

Six months ended May 31,

2025 2024 2025 2024

Shares issued under stock options, RSUs, LTPP, and employee stock purchase plans 0.4 0.3 0.7 0.6

Shares repurchased under the stock repurchase program and shares withheld for taxes under stock options, RSUs, and LTPP 0.2 0.1 0.5 0.2

As of February 28, 2025, $ 431 million remained of the $ 600 million share repurchase program authorization approved by our Board of Directors in November 2019.

As of May 31, 2025, $ 422 million remained of the $ 600 million share repurchase program authorization approved by our Board of Directors in November 2019.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table sets forth the components of accumulated other comprehensive loss, net of tax, where applicable (in millions):

February 28, 2025 November 30, 2024

May 31, 2025 November 30, 2024

Foreign currency translation adjustment (1)

4 unchanged sentences

Accumulated other comprehensive loss $ ( 401.2 ) $ ( 491.2 )

(1) During the three months ended February 28, 2025, the foreign currency translation adjustment of accumulated other comprehensive loss increased on a net basis by $ 34.6 million, inclusive of $ 8.1 million of unrealized gains associated with net investment hedges.

(1) During the six months ended May 31, 2025, the foreign currency translation adjustment of accumulated other comprehensive loss decreased on a net basis by $ 93.1 million, inclusive of $ 36.1 million of unrealized losses associated with net investment hedges.

These net investment hedges are more fully described in Note 3.

The following table sets forth the amounts reclassified from accumulated other comprehensive income (loss) and into consolidated net income (in millions):

Three months ended Affected Line Items in the Condensed Consolidated Income Statement

February 28, 2025 February 29, 2024

Three months ended May 31,

Six months ended May 31,

Affected Line Items in the Condensed Consolidated Income Statement

(Gains)/losses on cash flow hedges:

5 unchanged sentences

Amortization of pension and postretirement benefit adjustments:

Amortization of prior service costs (1)

$ 0.2 $ — $ 0.2 $ — Other income, net

Amortization of net actuarial (gains) (1)

9 unchanged sentences

Our Consumer segment sells to retail channels, including grocery, mass merchandise, warehouse clubs, discount and drug stores, and e-commerce under the “McCormick” brand and a variety of brands around the world, including “French’s,” “Frank’s RedHot,” “Lawry’s,” “Zatarain’s,” “Simply Asia,” “Thai Kitchen,” “Ducros,” “Vahiné,” “Cholula,” “Schwartz,” “Club House,” “Kamis,” “DaQiao,” “La Drogheria,” “Stubb’s,” “OLD BAY,” and “Gourmet Garden.” Our Flavor Solutions segment sells to food manufacturers and the foodservice industry both directly and indirectly through distributors, with the exception of our business in China, where foodservice sales are managed by and reported in our Consumer segment.

We measure segment performance based on operating income, excluding special charges, as this activity is managed separately from the business segments.

We measure segment performance based on operating income, excluding special charges (including transaction and integration expenses), as this activity is managed separately from the business segments.

Although the segments are managed separately due to their distinct distribution channels and marketing strategies, manufacturing and warehousing are often integrated to maximize cost efficiencies.

4 unchanged sentences

(in millions)

Three months ended February 28, 2025

Three months ended May 31, 2025

Net sales $ 930.6 $ 728.9 $ 1,659.5

Operating income 146.7 78.5 225.2

Operating income excluding special charges 163.6 95.0 258.6

Income from unconsolidated operations 17.6 2.1 19.7

Three months ended February 29, 2024

Three months ended May 31, 2024

Net sales $ 904.5 $ 738.7 $ 1,643.2

1 unchanged sentence

Income from unconsolidated operations 16.1 0.7 16.8

There were no special charges during the three months ending February 28, 2025.

A reconciliation of operating income excluding special charges to operating income for the three months ending February 29, 2024 is as follows:

Six months ended May 31, 2025

Net sales $ 1,849.8 $ 1,415.2 $ 3,265.0

Operating income excluding special charges 310.3 173.5 483.8

Income from unconsolidated operations 33.7 3.4 37.1

Six months ended May 31, 2024

Net sales $ 1,826.0 $ 1,419.9 $ 3,245.9

Operating income excluding special charges 325.6 148.0 473.6

Income from unconsolidated operations 37.6 0.5 38.1

A reconciliation of operating income excluding special charges to operating income is as follows (in millions):

Consumer Flavor Solutions Total

(in millions)

Three months ended May 31, 2025

Operating income excluding special charges $ 163.6 $ 95.0 $ 258.6

1 unchanged sentence

Operating income $ 155.8 $ 90.0 $ 245.8

Three months ended May 31, 2024

Operating income excluding special charges $ 149.3 $ 86.6 $ 235.9

Special charges 1.5 0.3 1.8

Operating income $ 147.8 $ 86.3 $ 234.1

Six months ended May 31, 2025

Operating income excluding special charges $ 310.3 $ 173.5 $ 483.8

Special charges 7.8 5.0 12.8

Operating income $ 302.5 $ 168.5 $ 471.0

Six months ended May 31, 2024

Operating income excluding special charges $ 325.6 $ 148.0 $ 473.6

Special charges 3.3 2.7 6.0

Operating income $ 322.3 $ 145.3 $ 467.6

Total segment operating income as disclosed in the preceding table represents our consolidated operating income.

The reconciliation of that operating income to income from consolidated operations before income taxes, which includes interest expense and other income, net is presented on the consolidated income statement.

The following table sets forth our net sales, by geographic area, for the three months ended February 28, 2025 and February 29, 2024 (in millions):

The following table sets forth our net sales, by geographic area, for the three and six months ended May 31, 2025 and 2024 (in millions):

Americas EMEA APAC Total

Three months ended February 28, 2025

Three months ended May 31, 2025

$ 1,176.3 $ 308.6 $ 174.6 $ 1,659.5

Three months ended February 29, 2024

Three months ended May 31, 2024

1,166.4 307.3 169.5 1,643.2

Six months ended May 31, 2025

2,294.6 608.1 362.3 3,265.0

Six months ended May 31, 2024

2,283.5 614.0 348.4 3,245.9

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements