Item 4. Controls and Procedures
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedure s: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
There were no changes in our internal control over financial reporting as defined in Rule 13-a-15(f) that occurred during our latest fiscal quarter, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except as follows.
During our first quarter of 2026, we migrated certain financial processing systems as part of our enterprise resource planning (ERP) replacement program. This migration included financial processing systems related to the management of orders, invoicing, and trade promotions. We expect future migration of additional financial processing systems throughout our U.S. business as we complete the U.S. portion of the ERP replacement program through 2027.
On January 2, 2026, we completed the acquisition of an additional 25% ownership in McCormick de Mexico from Grupo Herdez, for a purchase price of $750 million, which increases our ownership to a 75% controlling interest. As a majority-owned subsidiary, McCormick de Mexico operates under a control framework that includes governance oversight, standardized financial reporting requirements, and consolidation and noncontrolling interest controls. As permitted by the Securities and Exchange Commission Staff interpretative guidance for newly acquired businesses, management will exclude McCormick de Mexico from its evaluation of the effectiveness of internal control over financial reporting as of November 30, 2026.
PART II – OTHER INFORMATION
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