0000063754-23-000032 | 10-Q | XBRL Viewer

Print Document View Excel Document

Stock-Based Compensation - Summary of Price-Vested Stock Options Activity (Details) - Price Vested Stock Options - $ / shares shares in Thousands	6 Months Ended
	May 31, 2023	May 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of period, Number of Shares	2,107	2,193
Forfeited, Number of Shares	(50)	(35)
Outstanding at end of period, Number of Shares	2,057	2,158
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at beginning of period, Weighted-Average Grant-Date Fair Value	$ 9.40	$ 9.40
Forfeited, Weighted-Average Grant-Date Fair Value	9.40	9.40
Outstanding at end of period, Weighted-Average Grant-Date Fair Value	$ 9.40	$ 9.40

Special Charges And Transaction And Integration Expenses (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022	Nov. 30, 2022
Special Charges [Line Items]
Special charges	$ 13.2	$ 15.1	$ 41.0	$ 34.6
Gain (Loss) on Disposition of Intangible Assets			0.0	13.6
Estimated future integration costs		1.5		2.2
Total
Special Charges [Line Items]
Gain (Loss) on Disposition of Intangible Assets	0.0	13.6	0.0	13.6
Consumer
Special Charges [Line Items]
Special charges	8.4	10.7	27.4	14.3
Flavor Solutions
Special Charges [Line Items]
Special charges	4.8	4.4	13.6	20.3
Accrued Liabilities
Special Charges [Line Items]
Special Charges, Reserve			29.9
Employee severance and related benefits
Special Charges [Line Items]
Special charges	7.0	7.5	31.8	21.7
Employee severance and related benefits \| UNITED STATES
Special Charges [Line Items]
Special charges	19.7				$ 5.6
Special charges cash
Special Charges [Line Items]
Special charges	5.8	2.1	8.0	6.0
Special charges non-cash
Special Charges [Line Items]
Special charges	0.4	19.1	1.2	20.5
Total
Special Charges [Line Items]
Special charges	13.2	15.1	41.0	34.6
Total special charges before gain	13.2	28.7	41.0	48.2
Total \| Consumer
Special Charges [Line Items]
Special charges	8.4	10.7	27.4	14.3
Total \| Flavor Solutions
Special Charges [Line Items]
Special charges	4.8	4.4	13.6	20.3
GOE Program
Special Charges [Line Items]
Special charges	8.6		33.4
GOE Program \| Manufacturing Facility
Special Charges [Line Items]
Severance costs	7.0		11.5
Other restructuring costs	1.6		2.2
EMEA
Special Charges [Line Items]
Special charges		2.8	0.9	4.3
EMEA \| Manufacturing Facility
Special Charges [Line Items]
Special charges	1.3	2.5	2.2	17.4
Severance costs				12.5
Other restructuring costs	0.9	1.2	1.4	2.2
Special charges forecasted cost			40.0
Restructuring and related cost, accelerated depreciation	0.4	1.3	0.8	2.7
Americas
Special Charges [Line Items]
Special charges	$ 3.2	3.2	$ 4.5	5.3
RUSSIA
Special Charges [Line Items]
Special charges		22.2		22.2
INDIA
Special Charges [Line Items]
Special charges		$ 2.2		$ 2.2

Business Segments

6 Months Ended

May 31, 2023

Segment Reporting [Abstract]

Business Segments

BUSINESS SEGMENTS

We operate in two business segments: consumer and flavor solutions. The consumer and flavor solutions segments manufacture, market and distribute spices, herbs, seasoning mixes, condiments and other flavorful products throughout the world. Our consumer segment sells to retail channels, including grocery, mass merchandise, warehouse clubs, discount and drug stores, and e-commerce under the “McCormick” brand and a variety of brands around the world, including “French’s”, “Frank’s RedHot”, “OLD BAY”, “Lawry’s”, “Zatarain’s”, “Simply Asia”, “Thai Kitchen”, “Ducros”, “Vahine”, “Cholula”, “Schwartz”, “Club House”, “Kamis”, “DaQiao”, “La Drogheria”, “Stubb's”, 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.

In each of our segments, we produce and sell many individual products which are similar in composition and nature. With their primary attribute being flavor, the products within each of our segments are regarded as fairly homogenous. It is impracticable to segregate and identify sales and profits for each of these individual product lines.

We measure segment performance based on operating income excluding special charges, as this activity is managed separately from the business segments. We also exclude transaction and integration expenses related to our acquisitions from our measure of segment performance as these expenses are similarly managed separately from the business segments. These transaction and integration expenses excluded from our segment performance measure include the amortization of the acquisition-date fair value adjustment of inventories that is included in cost of goods sold, costs directly associated with that acquisition and costs associated with integrating the businesses.

Although the segments are managed separately due to their distinct distribution channels and marketing strategies, manufacturing and warehousing are often integrated to maximize cost efficiencies. We do not segregate jointly utilized assets by individual segment for purposes of internal reporting, performance evaluation, or capital allocation. Because of manufacturing integration for certain products within the segments, products are not sold from one segment to another but rather inventory is transferred at cost. Intersegment sales are not material.


	Consumer		Flavor Solutions		Total
			(in millions)
Three months ended May 31, 2023
Net sales	$	912.1	$	747.1	$	1,659.2
Operating income excluding special charges	153.6		81.4		235.0
Income from unconsolidated operations	10.8		(0.5)		10.3

Three months ended May 31, 2022
Net sales	$	866.1	$	670.7	$	1,536.8
Operating income excluding special charges and transaction and integration expenses	124.8		49.0		173.8
Income from unconsolidated operations	8.4		2.0		10.4

Six months ended May 31, 2023
Net sales	$	1,821.6	$	1,403.1	$	3,224.7
Operating income excluding special charges	327.0		134.8		461.8
Income from unconsolidated operations	24.6		(0.3)		24.3

Six months ended May 31, 2022
Net sales	$	1,792.2	$	1,267.0	$	3,059.2
Operating income excluding special charges and transaction and integration expenses	291.8		109.1		400.9
Income from unconsolidated operations	16.8		2.9		19.7

A reconciliation of operating income excluding special charges and transaction and integration expenses, to operating income is as follows (in millions):


	Consumer		Flavor Solutions		Total
Three months ended May 31, 2023
Operating income excluding special charges	$	153.6	$	81.4	$	235.0
Less: Special charges	8.4		4.8		13.2


Operating income	$	145.2	$	76.6	$	221.8

Three months ended May 31, 2022
Operating income excluding special charges and transaction and integration expenses	$	124.8	$	49.0	$	173.8
Less: Special charges	10.7		4.4		15.1
Less: Transaction and integration expenses	—		1.5		1.5
Operating income	$	114.1	$	43.1	$	157.2

Six months ended May 31, 2023
Operating income excluding special charges	$	327.0	$	134.8	$	461.8
Less: Special charges	27.4		13.6		41.0


Operating income	$	299.6	$	121.2	$	420.8

Six months ended May 31, 2022
Operating income excluding special charges and transaction and integration expenses	$	291.8	$	109.1	$	400.9
Less: Special charges	14.3		20.3		34.6

Less: Transaction and integration expenses	—		2.2		2.2
Operating income	$	277.5	$	86.6	$	364.1

The following table sets forth our net sales, by geographic area, for the three and six months ended May 31, 2023 and 2022 (in millions):


	Americas		EMEA		Asia/Pacific		Total

Three months ended May 31, 2023	$	1,177.9	$	310.6	$	170.7	$	1,659.2
Three months ended May 31, 2022	1,102.6		287.8		146.4		1,536.8

Six months ended May 31, 2023	2,272.5		594.6		357.6		3,224.7
Six months ended May 31, 2022	2,125.0		578.3		355.9		3,059.2

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Accumulated Other Comprehensive Loss

6 Months Ended

May 31, 2023

Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss

ACCUMULATED OTHER COMPREHENSIVE LOSS

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


	May 31, 2023		November 30, 2022
Foreign currency translation adjustment (1)	$	(343.1)	$	(405.3)
Unrealized gain (loss) on foreign currency exchange contracts	(5.0)		3.8

Unamortized value of settled interest rate swaps	(2.9)		(0.6)
Pension and other postretirement costs	(80.5)		(78.5)
Accumulated other comprehensive loss	$	(431.5)	$	(480.6)

(1)During the six months ended May 31, 2023, the foreign currency translation adjustment of accumulated other comprehensive loss decreased on a net basis by $62.2 million, inclusive of $9.6 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				Six months ended				Affected Line Items in the Condensed Consolidated Income Statement
	May 31, 2023		May 31, 2022		May 31, 2023		May 31, 2022
(Gains)/losses on cash flow hedges:
Interest rate derivatives	$	(0.2)	$	(0.2)	$	(0.3)	$	(0.3)	Interest expense

Foreign exchange contracts	(0.1)		(0.2)		(1.3)		—		Cost of goods sold
Total before tax	(0.3)		(0.4)		(1.6)		(0.3)
Tax effect	0.1		0.1		0.4		0.1		Income tax expense
Net, after tax	$	(0.2)	$	(0.3)	$	(1.2)	$	(0.2)

Amortization of pension and postretirement benefit adjustments:
Amortization of prior service costs (1)	$	0.1	$	0.1	$	0.1	$	0.1	Other income, net
Amortization of net actuarial (gains) losses (1)	$	(0.6)	$	2.3	(1.0)		4.9		Other income, net
Total before tax	(0.5)		2.4		(0.9)		5.0
Tax effect	0.1		(0.6)		0.2		(1.2)		Income tax expense
Net, after tax	$	(0.4)	$	1.8	$	(0.7)	$	3.8

(1)This accumulated other comprehensive income (loss) component is included in the computation of total pension (income) and other postretirement benefits expense (refer to note 5 for additional details).

Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	6 Months Ended
	May 31, 2023	May 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of period, Number of Shares	480	563
Granted, Number of Shares	243	204
Vested, Number of Shares	(222)	(251)
Forfeited, Number of Shares	(13)	(20)
Outstanding at end of period, Number of Shares	488	496
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at beginning of period, Weighted-Average Grant-Date Fair Value	$ 77.62	$ 69.52
Granted, Weighted-Average Grant-Date Fair Value	78.29	94.43
Vested, Weighted-Average Grant-Date Fair Value	78.12	71.90
Forfeited, Weighted-Average Grant-Date Fair Value	86.69	82.64
Outstanding at end of period, Weighted-Average Grant-Date Fair Value	$ 77.51	$ 78.02

Business Segments (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Business Segments (Detail) - USD ($) $ in Millions	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Segment Reporting Information [Line Items]
Revenues	$ 1,659.2	$ 1,536.8	$ 3,224.7	$ 3,059.2
Operating income excluding special charges	235.0	173.8	461.8	400.9
Income from unconsolidated operations	10.3	10.4	24.3	19.7
Less: Special charges	13.2	15.1	41.0	34.6
Transaction and integration expenses	0.0	1.5	0.0	2.2
Operating income	221.8	157.2	420.8	364.1
Consumer
Segment Reporting Information [Line Items]
Revenues	912.1	866.1	1,821.6	1,792.2
Operating income excluding special charges	153.6	124.8	327.0	291.8
Income from unconsolidated operations	10.8	8.4	24.6	16.8
Less: Special charges	8.4	10.7	27.4	14.3
Transaction and integration expenses		0.0		0.0
Operating income	145.2	114.1	299.6	277.5
Flavor Solutions
Segment Reporting Information [Line Items]
Revenues	747.1	670.7	1,403.1	1,267.0
Operating income excluding special charges	81.4	49.0	134.8	109.1
Income from unconsolidated operations	(0.5)	2.0	(0.3)	2.9
Less: Special charges	4.8	4.4	13.6	20.3
Transaction and integration expenses		1.5		2.2
Operating income	76.6	43.1	121.2	86.6
Americas
Segment Reporting Information [Line Items]
Revenues	1,177.9	1,102.6	2,272.5	2,125.0
EMEA
Segment Reporting Information [Line Items]
Revenues	310.6	287.8	594.6	578.3
Asia/Pacific
Segment Reporting Information [Line Items]
Revenues	$ 170.7	$ 146.4	$ 357.6	$ 355.9

Financial Instruments - Fair Value of Derivative Instruments on Balance Sheet (Detail) - USD ($) $ in Millions	May 31, 2023	Nov. 30, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total derivative assets, Fair Value	$ 41.7	$ 55.5
Total derivative liabilities, Fair Value	61.8	52.2
Interest rate contracts \| Other current assets / Other long-term assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset, Notional Amount	0.0	0.0
Interest rate contracts \| Other long-term liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liability, Notional Amount	600.0	600.0
Foreign exchange contracts \| Other current assets / Other long-term assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset, Notional Amount	358.9	344.9
Foreign exchange contracts \| Other accrued liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liability, Notional Amount	481.1	215.6
Cross currency contracts \| Other current assets / Other long-term assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset, Notional Amount	704.3	680.0
Cross currency contracts \| Other long-term liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liability, Notional Amount	233.1	226.1
Fair Value, Measurements, Recurring \| Interest rate contracts \| Other current assets / Other long-term assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate contracts, Fair Value	0.0	0.0
Fair Value, Measurements, Recurring \| Interest rate contracts \| Other long-term liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate contracts, Fair Value	44.3	42.4
Fair Value, Measurements, Recurring \| Foreign exchange contracts \| Other current assets / Other long-term assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Foreign currency derivatives	8.8	11.0
Fair Value, Measurements, Recurring \| Foreign exchange contracts \| Other accrued liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Foreign currency derivatives	11.1	1.5
Fair Value, Measurements, Recurring \| Cross currency contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cross currency contracts	32.9	44.5
Cross currency contracts	$ 6.4	$ 8.3

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation, tax credit, amount	$ 3.0	$ 9.0	$ 6.8	$ 19.3
Tax benefits from the reversal of certain reserves and uncertainties	1.2	1.3	1.2	1.5
Income tax benefit related to a tax settlement	1.2		1.2
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, amount		4.1	3.2	4.1
Tax benefits related to the revaluation of deferred taxes			0.8	2.5
Shares issued, tax benefit	$ 0.6	1.1	$ 0.4	8.7
Effective Income Tax Rate Reconciliation, Disposition of Asset, Amount		$ 2.3		$ 2.3

Capital Stock and Earnings Per Share - Common Stock Activity (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Stock Options And Restricted Stock Units
Employee Stock Purchase Plan [Line Items]
Shares issued under stock options, RSUs, LTPP and employee stock purchase plans	0.3	0.4	0.6	1.3
McCormick Share Repurchases
Employee Stock Purchase Plan [Line Items]
Shares repurchased under the stock repurchase program and shares withheld for taxes under stock options, RSUs, and LTPP	0.3	0.1	0.4	0.3

Accumulated Other Comprehensive Loss - Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) Into Consolidated Net Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Interest expense	$ 52.2	$ 33.7	$ 102.8	$ 66.8
Cost of goods sold	1,043.7	1,013.8	2,046.3	1,975.8
Other income, net	12.5	6.3	23.6	12.5
Income tax expense	40.3	21.7	74.7	56.1
Net income	152.1	118.5	291.2	273.4
Reclassification out of Accumulated Other Comprehensive Income \| (Gains)/losses on cash flow hedges:
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Total before tax	(0.3)	(0.4)	(1.6)	(0.3)
Income tax expense	0.1	0.1	0.4	0.1
Net income	(0.2)	(0.3)	(1.2)	(0.2)
Reclassification out of Accumulated Other Comprehensive Income \| Amortization of pension and postretirement benefit adjustments:
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Total before tax	(0.5)	2.4	(0.9)	5.0
Other income, net	(0.6)	2.3	(1.0)	4.9
Income tax expense	0.1	(0.6)	0.2	(1.2)
Net income	(0.4)	1.8	(0.7)	3.8
Reclassification out of Accumulated Other Comprehensive Income \| Amortization of pension and postretirement benefit adjustments: \| United States pension
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Other income, net	0.1	0.1	0.1	0.1
Interest rate contracts \| Reclassification out of Accumulated Other Comprehensive Income \| (Gains)/losses on cash flow hedges:
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Interest expense	(0.2)	(0.2)	(0.3)	(0.3)
Foreign exchange contracts \| Reclassification out of Accumulated Other Comprehensive Income \| (Gains)/losses on cash flow hedges:
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Cost of goods sold	$ (0.1)	$ (0.2)	$ (1.3)	$ 0.0

Capital Stock and Earnings Per Share (Tables)

6 Months Ended

May 31, 2023

Earnings Per Share, Basic and Diluted EPS [Abstract]

Reconciliation of average shares outstanding

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


	Three months ended May 31,		Six months ended May 31,
	2023	2022	2023	2022
Average shares outstanding – basic	268.4	268.3	268.3	268.1
Effect of dilutive securities:
Stock options/RSUs/LTPP	1.4	2.2	1.5	2.4
Average shares outstanding – diluted	269.8	270.5	269.8	270.5

Anti-dilutive securities not considered in earnings per share calculation

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 May 31,		Six months ended May 31,
	2023	2022	2023	2022
Anti-dilutive securities	1.9	0.5	2.0	0.5

Common stock activity

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


	Three months ended May 31,		Six months ended May 31,
	2023	2022	2023	2022
Shares issued under stock options, RSUs, LTPP and employee stock purchase plans	0.3	0.4	0.6	1.3
Shares repurchased under the stock repurchase program and shares withheld for taxes under stock options, RSUs, and LTPP	0.3	0.1	0.4	0.3

Financial Instruments - Impact of Fair Value Hedges on Other Comprehensive Income, Accumulated Other Comprehensive Income and Income Statement (Details) - Fair Value Hedges - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Interest expense \| Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Interest income (expense)	$ (4.0)	$ 2.6	$ (7.7)	$ 4.8
Other income, net \| Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income	(6.5)	3.7	(5.7)	3.3
Other income, net \| Intercompany loans
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income	$ 7.2	$ (3.3)	$ 7.1	$ (2.9)

Business Segments (Tables)

6 Months Ended

May 31, 2023

Segment Reporting [Abstract]

Business segments


	Consumer		Flavor Solutions		Total
			(in millions)
Three months ended May 31, 2023
Net sales	$	912.1	$	747.1	$	1,659.2
Operating income excluding special charges	153.6		81.4		235.0
Income from unconsolidated operations	10.8		(0.5)		10.3

Three months ended May 31, 2022
Net sales	$	866.1	$	670.7	$	1,536.8
Operating income excluding special charges and transaction and integration expenses	124.8		49.0		173.8
Income from unconsolidated operations	8.4		2.0		10.4

Six months ended May 31, 2023
Net sales	$	1,821.6	$	1,403.1	$	3,224.7
Operating income excluding special charges	327.0		134.8		461.8
Income from unconsolidated operations	24.6		(0.3)		24.3

Six months ended May 31, 2022
Net sales	$	1,792.2	$	1,267.0	$	3,059.2
Operating income excluding special charges and transaction and integration expenses	291.8		109.1		400.9
Income from unconsolidated operations	16.8		2.9		19.7

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

A reconciliation of operating income excluding special charges and transaction and integration expenses, to operating income is as follows (in millions):


	Consumer		Flavor Solutions		Total
Three months ended May 31, 2023
Operating income excluding special charges	$	153.6	$	81.4	$	235.0
Less: Special charges	8.4		4.8		13.2


Operating income	$	145.2	$	76.6	$	221.8

Three months ended May 31, 2022
Operating income excluding special charges and transaction and integration expenses	$	124.8	$	49.0	$	173.8
Less: Special charges	10.7		4.4		15.1
Less: Transaction and integration expenses	—		1.5		1.5
Operating income	$	114.1	$	43.1	$	157.2

Six months ended May 31, 2023
Operating income excluding special charges	$	327.0	$	134.8	$	461.8
Less: Special charges	27.4		13.6		41.0


Operating income	$	299.6	$	121.2	$	420.8

Six months ended May 31, 2022
Operating income excluding special charges and transaction and integration expenses	$	291.8	$	109.1	$	400.9
Less: Special charges	14.3		20.3		34.6

Less: Transaction and integration expenses	—		2.2		2.2
Operating income	$	277.5	$	86.6	$	364.1

Schedule of Disclosure on Geographic Areas

The following table sets forth our net sales, by geographic area, for the three and six months ended May 31, 2023 and 2022 (in millions):


	Americas		EMEA		Asia/Pacific		Total

Three months ended May 31, 2023	$	1,177.9	$	310.6	$	170.7	$	1,659.2
Three months ended May 31, 2022	1,102.6		287.8		146.4		1,536.8

Six months ended May 31, 2023	2,272.5		594.6		357.6		3,224.7
Six months ended May 31, 2022	2,125.0		578.3		355.9		3,059.2

Stock-Based Compensation - Range of Assumptions for Various Stock Compensation Plans (Details)	6 Months Ended
	May 31, 2023	May 31, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	3.50%	0.20%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	4.90%	2.50%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	1.90%	1.50%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	21.80%	21.20%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	7 years 3 months 18 days	7 years 7 months 6 days

Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options - $ / shares shares in Millions	6 Months Ended
	May 31, 2023	May 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning of period, Number of Shares	4.8	5.0
Exercised, Number of Shares	(0.2)	(0.7)
Outstanding at end of period, Number of Shares	5.5	5.0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 81.79	$ 97.26
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	0.9	0.7
Excercisable at end of the period, Number of Shares	4.0	3.6
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at beginning of period, Weighted-Average Exercise Price	$ 67.08	$ 59.71
Exercised, Weighted-Average Exercise Price	46.90	46.25
Outstanding at end of period, Weighted-Average Exercise Price	70.12	67.06
Exercisable at end of the period, Weighted-Average Exercise Price	$ 63.77	$ 57.87

Capital Stock and Earnings Per Share - Reconciliation of Average Shares Outstanding (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Earnings Per Share, Basic and Diluted EPS [Abstract]
Average shares outstanding - basic (shares)	268.4	268.3	268.3	268.1
Effect of dilutive securities: [Abstract]
Stock options/RSUs/LTPP	1.4	2.2	1.5	2.4
Average shares outstanding – diluted (shares)	269.8	270.5	269.8	270.5

Stock-Based Compensation (Tables)

6 Months Ended

May 31, 2023

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock Based Compensation in Selling, General and Administrative Expense

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


	Three months ended May 31,				Six months ended May 31,
	2023		2022		2023		2022
Stock-based compensation expense	$	26.7	$	25.8	$	38.5	$	36.9

The fair values of stock option grants in the stated periods were computed using the following range of assumptions for our various stock compensation plans:


	2023	2022
Risk-free interest rates	3.5% - 4.9%	0.2% - 2.5%
Dividend yield	1.9%	1.5%
Expected volatility	21.8%	21.2%
Expected lives (in years)	7.3	7.6

Summary of Option Activity

The following is a summary of our stock option activity for the six months ended May 31, 2023 and 2022:


	2023			2022
(shares in millions)	Number of Shares	Weighted- Average Exercise Price		Number of Shares	Weighted- Average Exercise Price
Outstanding at beginning of period	4.8	$	67.08	5.0	$	59.71
Granted	0.9	81.79		0.7	97.26
Exercised	(0.2)	46.90		(0.7)	46.25
Outstanding at end of the period	5.5	$	70.12	5.0	$	67.06
Exercisable at end of the period	4.0	$	63.77	3.6	$	57.87

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

The following is a summary of our RSU activity for the six months ended May 31, 2023 and 2022:


	2023			2022
(shares in thousands)	Number of Shares	Weighted- Average Grant-Date Fair Value		Number of Shares	Weighted- Average Grant-Date Fair Value
Outstanding at beginning of period	480	$	77.62	563	$	69.52
Granted	243	78.29		204	94.43
Vested	(222)	78.12		(251)	71.90
Forfeited	(13)	86.69		(20)	82.64
Outstanding at end of period	488	$	77.51	496	$	78.02

Schedule of Share Based Compensation, Performance Shares, Activity

The following is a summary of our LTPP activity for the six months ended May 31, 2023 and 2022:


	2023			2022
(shares in thousands)	Number of Shares	Weighted- Average Grant-Date Fair Value		Number of Shares	Weighted- Average Grant-Date Fair Value
Outstanding at beginning of period	451	$	106.32	497	$	83.74
Granted	167	89.00		151	95.00
Vested	(176)	86.14		(251)	75.26
Forfeited	(16)	93.53		(2)	95.58
Outstanding at end of period	426	$	93.67	395	$	93.41

Price Vested Stock Options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Payment Arrangement, Activity

The following is a summary of our price-vested stock options activity for the six months ended May 31, 2023 and 2022:


	2023			2022
(shares in thousands)	Number of Shares	Weighted- Average Grant-Date Fair Value		Number of Shares	Weighted- Average Grant-Date Fair Value
Outstanding at beginning of period	2,107	$	9.40	2,193	$	9.40


Forfeited	(50)	9.40		(35)	9.40
Outstanding at end of period	2,057	$	9.40	2,158	$	9.40

Capital Stock and Earnings Per Share - Antidilutive Securities not Considered in Earnings Per Share Calculation (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Earnings Per Share, Basic and Diluted EPS [Abstract]
Anti-dilutive securities	1.9	0.5	2.0	0.5

Employee Benefit and Retirement Plans

6 Months Ended

May 31, 2023

Retirement Benefits [Abstract]

Employee Benefit and Retirement Plans

EMPLOYEE BENEFIT AND RETIREMENT PLANS

We sponsor defined benefit pension plans in the U.S. and certain foreign locations. In addition, we sponsor defined contribution plans in the U.S. We also contribute to defined contribution plans in locations outside the U.S., including government-sponsored retirement plans. We also currently provide postretirement medical and life insurance benefits to certain U.S. employees and retirees. We previously froze the accrual of future benefits under certain defined benefit pension plans in the U.S. and certain foreign locations. 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 May 31, 2023 and 2022 (in millions):


	United States pension				International pension				Other postretirement benefits
	2023		2022		2023		2022		2023		2022

Service cost	$	0.5	$	0.9	$	0.1	$	0.2	$	0.3	$	0.5
Interest costs	9.1		6.6		2.3		1.8		0.6		0.4
Expected return on plan assets	(10.6)		(10.7)		(3.7)		(3.1)		—		—
Amortization of prior service costs	0.1		0.1		0.1		0.1		(0.1)		(0.1)
Amortization of net actuarial losses (gains)	—		2.1		(0.1)		0.3		(0.5)		(0.1)

Total (income) expense	$	(0.9)	$	(1.0)	$	(1.3)	$	(0.7)	$	0.3	$	0.7

The following table presents the components of our pension (income) and other postretirement benefits expense for the six months ended May 31, 2023 and 2022 (in millions):


	United States pension				International pension				Other postretirement benefits
	2023		2022		2023		2022		2023		2022

Service cost	$	1.0	$	1.8	$	0.3	$	0.4	$	0.6	$	0.9
Interest costs	18.1		13.2		4.8		3.6		1.2		0.8
Expected return on plan assets	(21.2)		(21.4)		(7.4)		(6.3)		—		—
Amortization of prior service costs	0.2		0.2		0.1		0.1		(0.2)		(0.2)
Amortization of net actuarial losses (gains)	0.1		4.3		(0.1)		0.7		(1.0)		(0.1)

Total (income) expense	$	(1.8)	$	(1.9)	$	(2.3)	$	(1.5)	$	0.6	$	1.4

During the six months ended May 31, 2023 and 2022, we contributed $3.6 million and $4.1 million, respectively, to our pension plans. Total contributions to our pension plans in fiscal year 2022 were $11.4 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 $(2.8) million and $(2.6) million for the three months ended May 31, 2023 and 2022, respectively. For the six months ended May 31, 2023 and 2022, the net aggregate amount of pension and other postretirement benefits income, excluding service cost components was $(5.4) million and $(5.1) million, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (o)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (p)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 70
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI https://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 60
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (q)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Net sales	$ 1,659.2	$ 1,536.8	$ 3,224.7	$ 3,059.2
Cost of goods sold	1,043.7	1,013.8	2,046.3	1,975.8
Gross profit	615.5	523.0	1,178.4	1,083.4
Selling, general and administrative expense	380.5	349.2	716.6	682.5
Transaction and integration expenses	0.0	1.5	0.0	2.2
Special charges	13.2	15.1	41.0	34.6
Operating income	221.8	157.2	420.8	364.1
Interest expense	52.2	33.7	102.8	66.8
Other income, net	12.5	6.3	23.6	12.5
Income from consolidated operations before income taxes	182.1	129.8	341.6	309.8
Income tax expense	40.3	21.7	74.7	56.1
Net income from consolidated operations	141.8	108.1	266.9	253.7
Income from unconsolidated operations	10.3	10.4	24.3	19.7
Net income	$ 152.1	$ 118.5	$ 291.2	$ 273.4
Earnings per share - basic (usd per share)	$ 0.57	$ 0.44	$ 1.09	$ 1.02
Earnings per share - diluted (usd per share)	$ 0.56	$ 0.44	$ 1.08	$ 1.01
Average shares outstanding - basic (shares)	268.4	268.3	268.3	268.1
Average shares outstanding - diluted (shares)	269.8	270.5	269.8	270.5
Common stock
Cash dividends paid per common share (usd per share)	$ 0.39	$ 0.37	$ 0.78	$ 0.74
Cash dividends declared per common share (usd per share)	$ 0.39	$ 0.37	$ 0.39	$ 0.37

Stock-Based Compensation - Selling, General and Administrative Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Share-Based Payment Arrangement [Abstract]
Total stock-based compensation expense	$ 26.7	$ 25.8	$ 38.5	$ 36.9

Business Segments - Additional Information (Detail)	6 Months Ended
Business Segments - Additional Information (Detail)	May 31, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME [Abstract]
Net income	$ 152.1	$ 118.5	$ 291.2	$ 273.4
Net income attributable to non-controlling interest	2.0	1.2	2.8	3.7
Other comprehensive income (loss):
Unrealized components of pension and other postretirement plans	(0.9)	3.8	(1.9)	6.0
Currency translation adjustments	10.0	(51.0)	57.0	(47.3)
Change in derivative financial instruments	(8.4)	21.7	(13.8)	26.8
Tax benefit (expense)	5.2	(13.9)	6.2	(14.9)
Total other comprehensive income (loss)	5.9	(39.4)	47.5	(29.4)
Comprehensive income	$ 160.0	$ 80.3	$ 341.5	$ 247.7

Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

May 31, 2023

Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of accumulated other comprehensive income (loss)

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


	May 31, 2023		November 30, 2022
Foreign currency translation adjustment (1)	$	(343.1)	$	(405.3)
Unrealized gain (loss) on foreign currency exchange contracts	(5.0)		3.8

Unamortized value of settled interest rate swaps	(2.9)		(0.6)
Pension and other postretirement costs	(80.5)		(78.5)
Accumulated other comprehensive loss	$	(431.5)	$	(480.6)

Reclassification out of Accumulated Other Comprehensive Income

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


	Three months ended				Six months ended				Affected Line Items in the Condensed Consolidated Income Statement
	May 31, 2023		May 31, 2022		May 31, 2023		May 31, 2022
(Gains)/losses on cash flow hedges:
Interest rate derivatives	$	(0.2)	$	(0.2)	$	(0.3)	$	(0.3)	Interest expense

Foreign exchange contracts	(0.1)		(0.2)		(1.3)		—		Cost of goods sold
Total before tax	(0.3)		(0.4)		(1.6)		(0.3)
Tax effect	0.1		0.1		0.4		0.1		Income tax expense
Net, after tax	$	(0.2)	$	(0.3)	$	(1.2)	$	(0.2)

Amortization of pension and postretirement benefit adjustments:
Amortization of prior service costs (1)	$	0.1	$	0.1	$	0.1	$	0.1	Other income, net
Amortization of net actuarial (gains) losses (1)	$	(0.6)	$	2.3	(1.0)		4.9		Other income, net
Total before tax	(0.5)		2.4		(0.9)		5.0
Tax effect	0.1		(0.6)		0.2		(1.2)		Income tax expense
Net, after tax	$	(0.4)	$	1.8	$	(0.7)	$	3.8

Income Taxes	6 Months Ended
Income Taxes	May 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	INCOME TAXES Income tax expense for the three months ended May 31, 2023 included $3.0 million of net discrete tax benefits consisting principally of the following: (i) $1.2 million of tax benefits 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, (ii) $1.2 million of tax benefit related to a tax settlement, and (iii) $0.6 million of excess tax benefits associated with stock-based compensation. Income tax expense for the six months ended May 31, 2023 included $6.8 million of net discrete tax benefits consisting principally of the following: (i) $3.2 million of tax benefits associated with the adjustment of a valuation allowance due to changes in judgment about the realizability of the deferred tax asset, (ii) $1.2 million of tax benefits 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) $1.2 million of tax benefit related to a tax settlement (iv) $0.8 million of tax benefits related to the revaluation of deferred taxes resulting from changes in tax rates, and (v) $0.4 million of excess tax benefits associated with stock-based compensation. Income tax expense for the three months ended May 31, 2022 included $9.0 million of net discrete tax benefits consisting principally of the following: (i) $1.1 million of excess tax benefits associated with stock-based compensation, (ii) $4.1 million of net tax benefits associated with the adjustment of valuation allowances due to changes in judgment about the realizability of deferred tax assets, (iii) $1.3 million of tax benefits 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 (iv) $2.3 million of tax benefits related to the sale of an asset associated with a previously exited line of business. Income tax expense for the six months ended May 31, 2022 included $19.3 million of net discrete tax benefits consisting principally of the following: (i) $8.7 million of excess tax benefits associated with stock-based compensation, (ii) $4.1 million of net tax benefits associated with an adjustment of valuation allowances due to changes in judgment about the realizability of deferred tax assets, (iii) $2.5 million of tax benefits related to the revaluation of deferred taxes resulting from enacted legislation, (iv) $2.3 million of tax benefits related to the sale of an asset associated with a previously exited line of business, and (v) $1.5 million from the resolution of tax uncertainties in non-U.S. jurisdictions, including the reversal of certain reserves for unrecognized tax benefits and related interest associated with the expiration of statutes of limitations in certain non-US jurisdictions. Other than the discrete tax benefits previously mentioned and additions for current year tax positions, there were no significant changes to unrecognized tax benefits during the six months ended May 31, 2023. As of May 31, 2023, 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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Financial Instruments (Tables)

6 Months Ended

May 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair values of derivative instruments on balance sheet

The following table discloses the notional amount and fair values of derivative instruments on our balance sheet (in millions):


	Asset Derivatives					Liability Derivatives
	Balance sheet location	Notional amount		Fair value		Balance sheet location	Notional amount		Fair value
As of May 31, 2023
Interest rate contracts	Other current assets / Other long-term assets	$	—	$	—	Other long-term liabilities	$	600.0	$	44.3
Foreign exchange contracts	Other current assets	358.9		8.8		Other accrued liabilities	481.1		11.1
Cross currency contracts	Other current assets / Other long-term assets	704.3		32.9		Other long-term liabilities	233.1		6.4
Total				$	41.7				$	61.8
As of November 30, 2022
Interest rate contracts	Other current assets / Other long-term assets	$	—	$	—	Other long-term liabilities	$	600.0	$	42.4
Foreign exchange contracts	Other current assets	344.9		11.0		Other accrued liabilities	215.6		1.5
Cross currency contracts	Other current assets / Other long-term assets	680.0		44.5		Other long-term liabilities	226.1		8.3
Total				$	55.5				$	52.2

Impact of fair value and cash flow hedges on other comprehensive income, accumulated other comprehensive income and income statement

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 and six-months ended May 31, 2023 and 2022 (in millions):


Fair Value Hedges

Derivative	Income statement location	(Expense) income
		Three months ended May 31, 2023		Three months ended May 31, 2022		Six months ended May 31, 2023		Six months ended May 31, 2022

Interest rate contracts	Interest expense	$	(4.0)	$	2.6	$	(7.7)	$	4.8


	Income statement location	Gain (loss) recognized in income					Income statement location	Gain (loss) recognized in income
Derivative		2023		2022		Hedged item		2023		2022
Three months ended May 31,
Foreign exchange contracts	Other income, net	$	(6.5)	$	3.7	Intercompany loans	Other income, net	$	7.2	$	(3.3)
Six months ended May 31,
Foreign exchange contracts	Other income, net	$	(5.7)	$	3.3	Intercompany loans	Other income, net	$	7.1	$	(2.9)


Cash Flow Hedges
Derivative	Gain (loss) recognized in OCI				Income statement location	Gain (loss) reclassified from AOCI
	2023		2022			2023		2022
Three months ended May 31,
Interest rate contracts	$	(2.6)	$	16.9	Interest expense	$	0.1	$	0.2
Foreign exchange contracts	(1.3)		(0.5)		Cost of goods sold	(0.1)		0.2
Total	$	(3.9)	$	16.4		$	—	$	0.4
Six months ended May 31,
Interest rate contracts	$	(2.6)	$	16.9	Interest expense/ Other income, net	$	0.2	$	0.3
Foreign exchange contracts	(2.4)		2.4		Cost of goods sold	(1.3)		—
Total	$	(5.0)	$	19.3		$	(1.1)	$	0.3


Net Investment Hedges
Derivative	Gain (loss) recognized in OCI				Income statement location	Gain (loss) excluded from the assessment of hedge effectiveness
	2023		2022			2023		2022
Three months ended May 31,
Cross currency contracts	$	(3.8)	$	21.4	Interest expense	$	2.9	$	1.2
Six months ended May 31,
Cross currency contracts	$	(9.6)	$	22.1	Interest expense	$	6.2	$	1.7

Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Income, Net of Tax (Details) (Details) - USD ($) $ in Millions	6 Months Ended
	May 31, 2023	May 31, 2022	Nov. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Foreign currency translation adjustment	$ (343.1)		$ (405.3)
Unrealized gain (loss) on foreign currency exchange contracts	(5.0)		3.8
Unamortized value of settled interest rate swaps	(2.9)		(0.6)
Pension and other postretirement costs	(80.5)		(78.5)
Accumulated other comprehensive loss	(431.5)		$ (480.6)
Increase in foreign currency translation adjustment	62.2
Cross currency contracts \| Net Investment Hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gain (loss) recognized in OCI	$ 9.6	$ (22.1)

Employee Benefit and Retirement Plans (Tables)

6 Months Ended

May 31, 2023

Retirement Benefits [Abstract]

Schedule of defined benefit plans disclosures

The following table presents the components of our pension (income) and other postretirement benefits expense for the three months ended May 31, 2023 and 2022 (in millions):


	United States pension				International pension				Other postretirement benefits
	2023		2022		2023		2022		2023		2022

Service cost	$	0.5	$	0.9	$	0.1	$	0.2	$	0.3	$	0.5
Interest costs	9.1		6.6		2.3		1.8		0.6		0.4
Expected return on plan assets	(10.6)		(10.7)		(3.7)		(3.1)		—		—
Amortization of prior service costs	0.1		0.1		0.1		0.1		(0.1)		(0.1)
Amortization of net actuarial losses (gains)	—		2.1		(0.1)		0.3		(0.5)		(0.1)

Total (income) expense	$	(0.9)	$	(1.0)	$	(1.3)	$	(0.7)	$	0.3	$	0.7

The following table presents the components of our pension (income) and other postretirement benefits expense for the six months ended May 31, 2023 and 2022 (in millions):


	United States pension				International pension				Other postretirement benefits
	2023		2022		2023		2022		2023		2022

Service cost	$	1.0	$	1.8	$	0.3	$	0.4	$	0.6	$	0.9
Interest costs	18.1		13.2		4.8		3.6		1.2		0.8
Expected return on plan assets	(21.2)		(21.4)		(7.4)		(6.3)		—		—
Amortization of prior service costs	0.2		0.2		0.1		0.1		(0.2)		(0.2)
Amortization of net actuarial losses (gains)	0.1		4.3		(0.1)		0.7		(1.0)		(0.1)

Total (income) expense	$	(1.8)	$	(1.9)	$	(2.3)	$	(1.5)	$	0.6	$	1.4

Financial Instruments

6 Months Ended

May 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

FINANCIAL INSTRUMENTS

On April 6, 2023, we issued $500 million aggregate principal amount of 4.950% unsecured senior notes due 2033. Interest is payable semiannually in April and October of each year, beginning on October 15, 2023. The net proceeds received from the issuance of these notes of $496.4 million were used to repay a portion of the Company's outstanding commercial paper borrowings. As part of the issuance of new debt, we entered and settled treasury locks in a notional amount of $250.0 million to manage our interest rate risk associated with the issuance of the unsecured senior notes. We designated the treasury lock arrangements as cash flow hedges with the realized loss of $2.6 million to be amortized to interest expense over the life of the underlying debt.

As of May 31, 2023, we had a 364-day $500 million revolving credit facility outstanding which was scheduled to expire in July 2023. In June 2023, we entered into a 364-day $500 million revolving credit facility which will expire in June 2024 and simultaneously cancelled the 364-day facility expiring in July 2023. The current pricing for that credit facility, on a fully drawn basis, is SOFR + 1.23%. The pricing of the credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to SOFR + 1.60%. The provisions of this revolving credit facility restrict subsidiary indebtedness and require us to maintain a minimum interest coverage ratio, consistent with our $1.5 billion five-year revolving credit facility. We do not expect that this covenant would limit our access to this revolving credit facility 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. We do not enter into contracts for trading purposes, nor are we a party to any leveraged derivative instrument, and all derivatives are designated as hedges. We are not a party to master netting arrangements, and we do not offset the fair value of derivative contracts with the same counterparty in our financial statement disclosures. The use of derivative financial instruments is monitored through regular communication with senior management and the use of written guidelines.

Foreign currency exchange risk. We are potentially exposed to foreign currency fluctuations affecting net investments in subsidiaries, transactions (both third-party and intercompany) and earnings denominated in foreign currencies. 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. Currency swap agreements are established in conjunction with the terms of the underlying debt issues.

At May 31, 2023, we had foreign currency exchange contracts to purchase or sell $840.0 million of foreign currencies as compared to $560.5 million at November 30, 2022. All of these contracts were designated as hedges of anticipated purchases denominated in a foreign currency or hedges of foreign currency denominated assets or liabilities. Hedge ineffectiveness was not material. All foreign currency exchange contracts outstanding at May 31, 2023 have durations of less than 18 months,

including $154.8 million of notional contracts that have durations of less than one month and are used to hedge short-term cash flow funding.

Contracts which are designated as hedges of anticipated purchases denominated in a foreign currency (generally purchases of inventory in U.S. dollars by operating units outside the U.S.) are considered cash flow hedges. The gains and losses on these contracts are deferred in accumulated other comprehensive income until the hedged item is recognized in cost of goods sold, at which time the net amount deferred in accumulated other comprehensive income is also recognized in cost of goods sold. Hedges of foreign currency denominated assets and liabilities include foreign currency exchange contracts with a notional value of $725.6 million at May 31, 2023. These foreign currency exchange contracts manage both exposure to currency fluctuations in certain intercompany loans between subsidiaries as well as currency exposure to third-party non-functional currency assets or liabilities. Gains and losses from contracts that are designated as hedges of assets, liabilities or firm commitments are recognized through income, offsetting the change in fair value of the hedged item.

We also utilize cross currency interest rate swap contracts that are designated as net investment hedges. Any gains or losses on net investment hedges are included in foreign currency translation adjustments in accumulated other comprehensive loss.

Interest rate risk. We finance a portion of our operations with both fixed and variable rate debt instruments, principally commercial paper, notes and bank loans. We utilize interest rate derivative contracts, including interest rate swap agreements, to minimize worldwide financing costs and to achieve a desired mix of variable and fixed rate debt.

The following table discloses the notional amount and fair values of derivative instruments on our balance sheet (in millions):


	Asset Derivatives					Liability Derivatives
	Balance sheet location	Notional amount		Fair value		Balance sheet location	Notional amount		Fair value
As of May 31, 2023
Interest rate contracts	Other current assets / Other long-term assets	$	—	$	—	Other long-term liabilities	$	600.0	$	44.3
Foreign exchange contracts	Other current assets	358.9		8.8		Other accrued liabilities	481.1		11.1
Cross currency contracts	Other current assets / Other long-term assets	704.3		32.9		Other long-term liabilities	233.1		6.4
Total				$	41.7				$	61.8
As of November 30, 2022
Interest rate contracts	Other current assets / Other long-term assets	$	—	$	—	Other long-term liabilities	$	600.0	$	42.4
Foreign exchange contracts	Other current assets	344.9		11.0		Other accrued liabilities	215.6		1.5
Cross currency contracts	Other current assets / Other long-term assets	680.0		44.5		Other long-term liabilities	226.1		8.3
Total				$	55.5				$	52.2

In conjunction with the phase out of LIBOR, in the first quarter of 2023 we amended our previously existing cross currency swaps which expire in August 2027 such that, effective February 15, 2023, we now pay and receive at USD Secured Overnight Financing Rate (SOFR) plus 0.907% (previously three-month U.S. LIBOR plus 0.685%). In addition, we amended our $100 million interest rate swaps which expire in November 2025 and our $250 million interest rate swaps that expire in August 2027, such that, effective February 15, 2023, we now pay and receive at USD SOFR plus 1.487% (previously U.S. three-month LIBOR plus 1.22%) and USD SOFR plus 0.907% (previously U.S. three-month LIBOR plus 0.685%), respectively.

During the three months ended May 31, 2023, we amended our five-year revolving credit facility expiring in July 2026 to no longer use LIBOR. The current pricing for the five-year credit facility, on a fully drawn basis, is SOFR plus 1.25%.


Fair Value Hedges

Derivative	Income statement location	(Expense) income
		Three months ended May 31, 2023		Three months ended May 31, 2022		Six months ended May 31, 2023		Six months ended May 31, 2022

Interest rate contracts	Interest expense	$	(4.0)	$	2.6	$	(7.7)	$	4.8


	Income statement location	Gain (loss) recognized in income					Income statement location	Gain (loss) recognized in income
Derivative		2023		2022		Hedged item		2023		2022
Three months ended May 31,
Foreign exchange contracts	Other income, net	$	(6.5)	$	3.7	Intercompany loans	Other income, net	$	7.2	$	(3.3)
Six months ended May 31,
Foreign exchange contracts	Other income, net	$	(5.7)	$	3.3	Intercompany loans	Other income, net	$	7.1	$	(2.9)

The 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 and six months ended May 31, 2023 and 2022.


Cash Flow Hedges
Derivative	Gain (loss) recognized in OCI				Income statement location	Gain (loss) reclassified from AOCI
	2023		2022			2023		2022
Three months ended May 31,
Interest rate contracts	$	(2.6)	$	16.9	Interest expense	$	0.1	$	0.2
Foreign exchange contracts	(1.3)		(0.5)		Cost of goods sold	(0.1)		0.2
Total	$	(3.9)	$	16.4		$	—	$	0.4
Six months ended May 31,
Interest rate contracts	$	(2.6)	$	16.9	Interest expense/ Other income, net	$	0.2	$	0.3
Foreign exchange contracts	(2.4)		2.4		Cost of goods sold	(1.3)		—
Total	$	(5.0)	$	19.3		$	(1.1)	$	0.3

As of May 31, 2023, the net amount of accumulated other comprehensive loss associated with all cash flow and settled interest rate fair value hedge derivatives expected to be reclassified in the next 12 months is $1.3 million as an decrease to earnings.


Net Investment Hedges
Derivative	Gain (loss) recognized in OCI				Income statement location	Gain (loss) excluded from the assessment of hedge effectiveness
	2023		2022			2023		2022
Three months ended May 31,
Cross currency contracts	$	(3.8)	$	21.4	Interest expense	$	2.9	$	1.2
Six months ended May 31,
Cross currency contracts	$	(9.6)	$	22.1	Interest expense	$	6.2	$	1.7

For all net investment hedges, no amounts have been reclassified out of accumulated other comprehensive loss. The amounts noted in the tables above for OCI do not include any adjustments for the impact of deferred income taxes.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Stock-Based Compensation - Summary of LTPP awards (Details) - Performance Shares - $ / shares shares in Thousands	6 Months Ended
	May 31, 2023	May 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of period, Number of Shares	451	497
Granted, Number of Shares	167	151
Vested, Number of Shares	(176)	(251)
Forfeited, Number of Shares	(16)	(2)
Outstanding at end of period, Number of Shares	426	395
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Outstanding at beginning of period, Weighted-Average Grant-Date Fair Value	$ 106.32	$ 83.74
Granted, Weighted-Average Grant-Date Fair Value	89.00	95.00
Vested, Weighted-Average Grant-Date Fair Value	86.14	75.26
Forfeited, Weighted-Average Grant-Date Fair Value	93.53	95.58
Outstanding at end of period, Weighted-Average Grant-Date Fair Value	$ 93.67	$ 93.41

Employee Benefit And Retirement Plans - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022	Nov. 30, 2022
Retirement Benefits [Abstract]
Payment for pension benefits			$ 3.6	$ 4.1	$ 11.4
Pension and other postretirement benefits (income), excluding service cost components	$ (2.8)	$ (2.6)	$ (5.4)	$ (5.1)

Accounting Policies (Policies)	6 Months Ended
Accounting Policies (Policies)	May 31, 2023
Accounting Policies [Abstract]
Accounting and disclosure charges	Accounting Pronouncements Recently Adopted In 2022, we adopted the FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 which deferred the sunset date of Topic 848 which provides optional expedients for a limited time for accounting for transactions affected by the London Interbank Offered Rate (LIBOR) being discontinued. Arrangements that were entered into in 2022, including our fixed to variable interest rate swaps expiring in April 2030, and cross-currency interest rate swaps expiring in April 2030, do not use LIBOR as a reference rate. During the first quarter of 2023 we amended our interest rate swaps expiring in November 2025 and August 2027, and the cross currency and interest rate swaps expiring in August 2027 to no longer use LIBOR. Also, in March 2023 we amended our five-year revolving credit facility expiring in July 2026 to no longer use LIBOR. Our adoption of this standard was completed in the second quarter of 2023. There was no material impact to our consolidated financial statements. Recently Issued Accounting Pronouncements — Pending Adoption In September 2022, the FASB issued ASU No. 2022-04: Liabilities - Supplier Finance Programs (Topic 450-50): Disclosure of Supplier Finance Program Obligations that requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period, including a roll forward of those obligations. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The new standard’s requirements to disclose the key terms of the programs and information about obligations outstanding are effective for all interim and annual periods of our fiscal year ending November 30, 2024. The new standard’s requirement to disclose a roll forward of obligations outstanding will be effective for our fiscal year ending November 30, 2025. Early adoption is permitted. We are currently evaluating the impact that this new guidance will have on our consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Millions, $ in Millions	Total	Common stock	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Non-controlling Interests	Common stock non-voting Common stock
Balance, Shares at Nov. 30, 2021		17.8				249.5
Balance, Value at Nov. 30, 2021	$ 4,425.5	$ 2,055.1	$ 2,782.4	$ (426.5)	$ 14.5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	273.4		273.4
Net income attributable to non-controlling interest	3.7				3.7
Other comprehensive income, net of tax	(29.4)			(28.1)	(1.3)
Dividends	(99.2)		(99.2)
Stock-based compensation	36.9	$ 36.9
Shares purchased and retired (in shares)		(0.3)				0.0
Shares purchased and retired	(33.1)	$ (10.1)	(23.0)
Shares issued (in shares)		1.2				0.1
Shares issued	37.3	$ 37.3
Equal exchange, shares		(0.9)				0.9
Balance, Shares at May. 31, 2022		17.8				250.5
Balance, Value at May. 31, 2022	4,615.1	$ 2,119.2	2,933.6	(454.6)	16.9
Balance, Shares at Feb. 28, 2022		17.8				250.2
Balance, Value at Feb. 28, 2022	4,614.2	$ 2,091.3	2,922.4	(416.0)	16.5
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	118.5		118.5
Net income attributable to non-controlling interest	1.2				1.2
Other comprehensive income, net of tax	(39.4)			(38.6)	(0.8)
Dividends	(99.2)		(99.2)
Stock-based compensation	25.8	$ 25.8
Shares purchased and retired (in shares)		(0.1)				0.0
Shares purchased and retired	(11.7)	$ (3.6)	(8.1)
Shares issued (in shares)		0.3				0.1
Shares issued	5.7	$ 5.7
Equal exchange, shares		(0.2)				0.2
Balance, Shares at May. 31, 2022		17.8				250.5
Balance, Value at May. 31, 2022	4,615.1	$ 2,119.2	2,933.6	(454.6)	16.9
Balance, Shares at Nov. 30, 2022		17.4				250.6
Balance, Value at Nov. 30, 2022	4,699.2	$ 2,138.6	3,022.5	(480.6)	18.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	291.2		291.2
Net income attributable to non-controlling interest	2.8				2.8
Other comprehensive income, net of tax	47.5			49.1	(1.6)
Dividends	(104.6)		(104.6)
Stock-based compensation	38.5	$ 38.5
Shares purchased and retired (in shares)		(0.4)				0.0
Shares purchased and retired	(30.4)	$ (12.7)	(17.7)
Shares issued (in shares)		0.6				0.0
Shares issued	12.7	$ 12.7
Equal exchange, shares		(0.4)				0.4
Balance, Shares at May. 31, 2023		17.2				251.0
Balance, Value at May. 31, 2023	4,956.9	$ 2,177.1	3,191.4	(431.5)	19.9
Balance, Shares at Feb. 28, 2023		17.4				250.8
Balance, Value at Feb. 28, 2023	4,887.7	$ 2,152.1	3,155.1	(437.1)	17.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	152.1		152.1
Net income attributable to non-controlling interest	2.0				2.0
Other comprehensive income, net of tax	5.9			5.6	0.3
Dividends	(104.6)		(104.6)
Stock-based compensation	26.7	$ 26.7
Shares purchased and retired (in shares)		(0.3)				0.0
Shares purchased and retired	(19.1)	$ (7.9)	(11.2)
Shares issued (in shares)		0.3				0.0
Shares issued	6.2	$ 6.2
Equal exchange, shares		(0.2)				0.2
Balance, Shares at May. 31, 2023		17.2				251.0
Balance, Value at May. 31, 2023	$ 4,956.9	$ 2,177.1	$ 3,191.4	$ (431.5)	$ 19.9

Capital Stock and Earnings Per Share - Additional Information (Details) - November 2019 $ in Millions	May 31, 2023 USD ($)
Class of Stock [Line Items]
Stock repurchase program, remaining authorized repurchase amount	$ 518.6
Stock repurchase program, authorized amount	$ 600.0

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions	May 31, 2023	Nov. 30, 2022
Assets
Cash and cash equivalents at fair value	$ 127.4	$ 334.0
Liabilities
Long-term debt	4,403.3	3,912.9
Long-term debt, fair value	4,104.7	3,600.9
Level 1
Liabilities
Long-term debt, fair value	3,936.8	3,424.8
Level 2
Liabilities
Long-term debt, fair value	167.9	176.1
Fair Value, Measurements, Recurring
Assets
Cash and cash equivalents at fair value	127.4	334.0
Insurance contracts	110.8	110.0
Bonds and other long-term investments	3.9	5.1
Total	283.8	504.6
Liabilities
Total	61.8	52.2
Fair Value, Measurements, Recurring \| Level 1
Assets
Cash and cash equivalents	127.4	334.0
Insurance contracts	0.0	0.0
Bonds and other long-term investments	3.9	5.1
Foreign currency derivatives	0.0	0.0
Cross currency contracts	0.0	0.0
Total	131.3	339.1
Liabilities
Foreign currency derivatives	0.0	0.0
Interest rate derivatives	0.0	0.0
Cross currency contracts	0.0	0.0
Total	0.0	0.0
Fair Value, Measurements, Recurring \| Level 2
Assets
Cash and cash equivalents	0.0	0.0
Insurance contracts	110.8	110.0
Bonds and other long-term investments	0.0	0.0
Foreign currency derivatives	8.8	11.0
Cross currency contracts	32.9	44.5
Total	152.5	165.5
Liabilities
Foreign currency derivatives	11.1	1.5
Interest rate derivatives	44.3	42.4
Cross currency contracts	6.4	8.3
Total	61.8	52.2
Interest rate contracts \| Other current assets / Other long-term assets \| Fair Value, Measurements, Recurring
Assets
Interest rate contracts, Fair Value	0.0	0.0
Foreign exchange contracts \| Other current assets / Other long-term assets \| Fair Value, Measurements, Recurring
Assets
Foreign currency derivatives	8.8	11.0
Foreign exchange contracts \| Other accrued liabilities \| Fair Value, Measurements, Recurring
Assets
Foreign currency derivatives	11.1	1.5
Cross currency contracts \| Fair Value, Measurements, Recurring
Assets
Cross currency contracts	32.9	44.5
Liabilities
Cross currency contracts	$ 6.4	$ 8.3

Accounting Policies	6 Months Ended
Accounting Policies	May 31, 2023
Accounting Policies [Abstract]
Accounting Policies	ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by United States generally accepted accounting principles (GAAP) for complete financial statements. 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 six-month period ended May 31, 2023 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. The historical increase in net sales, net income and cash flow from operations in the second half of the year has largely been due to the consumer business cycle in the U.S., where customers typically purchase more products in the fourth quarter due to the Thanksgiving and Christmas holiday seasons. For further information, refer to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended November 30, 2022. Accounting Pronouncements Recently Adopted In 2022, we adopted the FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 which deferred the sunset date of Topic 848 which provides optional expedients for a limited time for accounting for transactions affected by the London Interbank Offered Rate (LIBOR) being discontinued. Arrangements that were entered into in 2022, including our fixed to variable interest rate swaps expiring in April 2030, and cross-currency interest rate swaps expiring in April 2030, do not use LIBOR as a reference rate. During the first quarter of 2023 we amended our interest rate swaps expiring in November 2025 and August 2027, and the cross currency and interest rate swaps expiring in August 2027 to no longer use LIBOR. Also, in March 2023 we amended our five-year revolving credit facility expiring in July 2026 to no longer use LIBOR. Our adoption of this standard was completed in the second quarter of 2023. There was no material impact to our consolidated financial statements. Recently Issued Accounting Pronouncements — Pending Adoption In September 2022, the FASB issued ASU No. 2022-04: Liabilities - Supplier Finance Programs (Topic 450-50): Disclosure of Supplier Finance Program Obligations that requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period, including a roll forward of those obligations. The guidance does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The new standard’s requirements to disclose the key terms of the programs and information about obligations outstanding are effective for all interim and annual periods of our fiscal year ending November 30, 2024. The new standard’s requirement to disclose a roll forward of obligations outstanding will be effective for our fiscal year ending November 30, 2025. Early adoption is permitted. We are currently evaluating the impact that this new guidance will have on our consolidated financial statements.

Fair Value Measurements

6 Months Ended

May 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Fair value can be measured using valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

At May 31, 2023 and November 30, 2022, 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):


			May 31, 2023
	Fair Value		Level 1		Level 2
Assets
Cash and cash equivalents	$	127.4	$	127.4	$	—
Insurance contracts	110.8		—		110.8
Bonds and other long-term investments	3.9		3.9		—

Foreign currency derivatives	8.8		—		8.8
Cross currency contracts	32.9		—		32.9
Total	$	283.8	$	131.3	$	152.5
Liabilities
Foreign currency derivatives	$	11.1	$	—	$	11.1
Interest rate derivatives	44.3		—		44.3
Cross currency contracts	6.4		—		6.4
Total	$	61.8	$	—	$	61.8


			November 30, 2022
	Fair Value		Level 1		Level 2
Assets
Cash and cash equivalents	$	334.0	$	334.0	$	—
Insurance contracts	110.0		—		110.0
Bonds and other long-term investments	5.1		5.1		—

Foreign currency derivatives	11.0		—		11.0
Cross currency contracts	44.5		—		44.5
Total	$	504.6	$	339.1	$	165.5
Liabilities
Foreign currency derivatives	$	1.5	$	—	$	1.5
Interest rate derivatives	42.4		—		42.4
Cross currency contracts	8.3		—		8.3
Total	$	52.2	$	—	$	52.2

At May 31, 2023 and November 30, 2022, 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. Investments in affiliates are not readily marketable, and it is not practicable to estimate their fair value.

Insurance contracts, bonds, and other long-term investments are comprised of fixed income and equity securities held for certain non-qualified U.S. employee benefit plans and are stated at fair value on the balance sheet. The fair values of insurance contracts are based upon the underlying values of the securities in which they are invested and are from quoted market prices from various stock and bond exchanges for similar type assets. The fair values of bonds and other long-term investments are based on quoted market prices from various stock and bond exchanges. The fair values for interest rate derivatives, foreign currency derivatives, and cross currency contracts are based on values for similar instruments using models with market-based inputs.

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


	May 31, 2023		November 30, 2022
Carrying amount	$	4,403.3	$	3,912.9


Level 1 valuation techniques	$	3,936.8	$	3,424.8
Level 2 valuation techniques	167.9		176.1
Total fair value	$	4,104.7	$	3,600.9

The fair value for Level 2 long-term debt is determined by using quoted prices for similar debt instruments.

Financial Instruments - Impact of Cash Flow Hedges on Other Comprehensive Income, Accumulated Other Comprehensive Income and Income Statement (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Cash Flow Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI	$ (3.9)	$ 16.4	$ (5.0)	$ 19.3
Gain (loss) reclassified from AOCI / Gain (loss) excluded from the assessment of hedge effectiveness	0.0	0.4	(1.1)	0.3
Cash Flow Hedges \| Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI			(2.6)	16.9
Cash Flow Hedges \| Interest rate contracts \| Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI	(2.6)	16.9
Gain (loss) reclassified from AOCI / Gain (loss) excluded from the assessment of hedge effectiveness	0.1	0.2	0.2	0.3
Cash Flow Hedges \| Foreign exchange contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI			(2.4)	2.4
Cash Flow Hedges \| Foreign exchange contracts \| Cost of goods sold
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI	(1.3)	(0.5)
Gain (loss) reclassified from AOCI / Gain (loss) excluded from the assessment of hedge effectiveness	(0.1)	0.2	(1.3)	0.0
Net Investment Hedges \| Cross currency contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI			(9.6)	22.1
Net Investment Hedges \| Cross currency contracts \| Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI	(3.8)	21.4
Gain (loss) reclassified from AOCI / Gain (loss) excluded from the assessment of hedge effectiveness	$ 2.9	$ 1.2	$ 6.2	$ 1.7

CONDENSED CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED) - USD ($) $ in Millions	6 Months Ended
	May 31, 2023	May 31, 2022
Operating activities
Net income	$ 291.2	$ 273.4
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization	96.6	98.2
Stock-based compensation	38.5	36.9
Gain on the sale of intangible asset	0.0	(13.6)
Asset impairment charge	0.0	10.0
Income from unconsolidated operations	(24.3)	(19.7)
Trade accounts receivable	26.5	47.3
Inventories	71.7	(160.5)
Trade accounts payable	(81.9)	66.5
Other assets and liabilities	(59.4)	(202.7)
Dividends from unconsolidated affiliates	35.3	18.6
Net cash flow provided by operating activities	394.2	154.4
Investing activities
Proceeds from sale of intangible asset	0.0	12.1
Capital expenditures (including software)	(118.6)	(101.6)
Other investing activities	2.5	0.3
Net cash flow used in investing activities	(116.1)	(89.2)
Financing activities
Short-term borrowings, net	(776.8)	128.0
Long-term debt borrowings	496.4	0.0
Payment of debt issuance costs	(1.1)	0.0
Long-term debt repayments	(9.1)	(15.3)
Proceeds from exercised stock options	11.1	36.1
Taxes withheld and paid on employee stock awards	(10.8)	(19.4)
Common stock acquired by purchase	(18.6)	(12.9)
Dividends paid	(209.2)	(198.2)
Net cash flow used in financing activities	(518.1)	(81.7)
Effect of exchange rate changes on cash and cash equivalents	33.4	(9.4)
Decrease in cash and cash equivalents	(206.6)	(25.9)
Cash and cash equivalents at beginning of period	334.0	351.7
Cash and cash equivalents at end of period	$ 127.4	$ 325.8

Document and Entity Information	6 Months Ended
Document and Entity Information	May 31, 2023 shares
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	May 31, 2023
Document Transition Report	false
Entity File Number	001-14920
Entity Registrant Name	MCCORMICK & CO INC
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	52-0408290
Entity Address, Address Line One	24 Schilling Road, Suite 1,
Entity Address, City or Town	Hunt Valley,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21031
City Area Code	410
Local Phone Number	771-7301
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0000063754
Current Fiscal Year End Date	--11-30
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $0.01 per share
Trading Symbol	MKC.V
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding	17,226,399
Common stock non-voting
Document Information [Line Items]
Title of 12(b) Security	Common Stock Non-Voting, Par Value $0.01 per share
Trading Symbol	MKC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding	251,100,119

Special Charges And Transaction And Integration Expenses (Tables)

6 Months Ended

May 31, 2023

Special Charges [Abstract]

Special Charges Summary

The following is a summary of special charges recognized in the three and six months ended May 31, 2023 and 2022

(in millions):


	Three months ended May 31,				Six months ended May 31,
	2023		2022		2023		2022
Employee severance and related benefits	$	7.0	$	7.5	$	31.8	$	21.7
Other costs
Cash	5.8		2.1		8.0		6.0
Non-Cash	0.4		19.1		1.2		20.5
Total special charges	13.2		28.7		41.0		48.2
Gain on sale of exited brand	—		(13.6)		—		(13.6)
Total	$	13.2	$	15.1	$	41.0	$	34.6

Special Charges Summary by Segment

The following is a breakdown by business segment of special charges for the three and six months ended May 31, 2023 and 2022 (in millions):


	Three months ended May 31,				Six months ended May 31,
	2023		2022		2023		2022
Consumer segment	$	8.4	$	10.7	$	27.4	$	14.3
Flavor solutions segment	4.8		4.4		13.6		20.3
Total special charges	$	13.2	$	15.1	$	41.0	$	34.6

Special Charges And Transaction And Integration Expenses

6 Months Ended

May 31, 2023

Special Charges [Abstract]

Special Charges And Transaction And Integration Expenses

SPECIAL CHARGES AND TRANSACTION AND INTEGRATION EXPENSES

Special Charges

In our consolidated income statement, we include a separate line item captioned "Special charges" in arriving at our consolidated operating income. Special charges consist of expenses, including related impairment charges, associated with certain actions undertaken to reduce fixed costs, simplify or improve processes, and improve our competitiveness and are of such significance in terms of both up-front costs and organizational/structural impact to require advance approval by our Management Committee, comprised of our senior management, including our Chairman and Chief Executive Officer. Expenses associated with any approved action are classified as special charges upon recognition and monitored on an on-going basis through completion. Certain ancillary expenses related to these actions approved by our Management Committee do not qualify for accrual upon approval but are included as special charges as incurred during the course of the actions.

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 and six months ended May 31, 2023 and 2022

(in millions):


	Three months ended May 31,				Six months ended May 31,
	2023		2022		2023		2022
Employee severance and related benefits	$	7.0	$	7.5	$	31.8	$	21.7
Other costs
Cash	5.8		2.1		8.0		6.0
Non-Cash	0.4		19.1		1.2		20.5
Total special charges	13.2		28.7		41.0		48.2
Gain on sale of exited brand	—		(13.6)		—		(13.6)
Total	$	13.2	$	15.1	$	41.0	$	34.6

During the three months ended May 31, 2023, we recorded $13.2 million of special charges, consisting principally of $8.6 million associated with our Global Operating Effectiveness (GOE) program, as more fully described below, $1.3 million associated with the transition of a manufacturing facility in Europe, Middle East, and Africa (EMEA), as more fully described below, and streamlining actions of $3.2 million in the Americas region.

During the six months ended May 31, 2023, we recorded $41.0 million of special charges, consisting principally of $33.4 million associated with our GOE program, as more fully described below, $2.2 million associated with the transition of a manufacturing facility in EMEA, as more fully described below, and streamlining actions of $4.5 million in the Americas region, and $0.9 million in the EMEA region.

During the three months ended May 31, 2022, we recorded $15.1 million of net special charges. Those special charges principally consisted of $22.2 million associated with the exit of our consumer business in Russia, as more fully described below, $2.5 million associated with the transition of a manufacturing facility in EMEA, as more fully described below, and streamlining actions of $3.2 million in the Americas region, and $2.8 million in the EMEA region. These charges were offset by a $13.6 million gain, on the sale of our Kohinoor brand discussed below as well as a reversal of $2.2 million of estimated costs associated with the exit of our rice product line in India upon settlement of a supply agreement related to that product line.

During the six months ended May 31, 2022, we recorded $34.6 million of net special charges. Those special charges consisted principally of $22.2 million associated with the exit of our consumer business in Russia, as more fully described below, $17.4 million associated with the transition of a manufacturing facility in EMEA, as more fully described below, and streamlining actions of $5.3 million in the Americas region, and $4.3 million in the EMEA region. These charges were offset by a $13.6 million gain, on the sale of our Kohinoor brand discussed below as well as a reversal of $2.2 million of estimated costs associated with the exit of our rice product line in India upon settlement of a supply agreement related to that product line.

In 2022, our Management Committee approved the GOE program. The GOE program included a voluntary retirement plan, which included enhanced separation benefits to certain U.S. employees aged 55 years or older with at least ten years of service to the company. This voluntary retirement plan commenced in November 2022 and participants were required to submit their notifications by December 30, 2022. As of November 30, 2022, we had accrued special charges of $5.6 million, consisting of employee severance and related benefits. Upon all eligible employees submitting their notifications by the end of December 2022, we accrued an additional $19.7 million during the first quarter of 2023. All related payments will be made in fiscal year 2023 as all of the affected employees will leave the company in 2023. Other special charges recognized during the three months ended May 31, 2023, under our GOE program included $7.0 million in severance and related benefits costs and $1.6 million of third party expenses and other costs. Other special charges recognized during the six-months ended May 31, 2023, under our GOE program included $11.5 million in severance and related benefits costs and $2.2 million of third party expenses and other costs.

In 2022, our Management Committee approved an initiative to consolidate our manufacturing operations in the United Kingdom into a net-zero carbon condiments manufacturing and distribution center facility with state-of-the-art technology. We expect to execute these changes to our supply chain operations and improve profitability, from a combination of lower headcount and non-headcount costs, by consolidating our operations into a scalable platform while expanding our capacity. We expect the cost of the initiative to approximate $40 million which will be recognized as special charges in our consolidated income statement during 2022 and 2023. Of that $40 million, we expect the costs to include employee severance and related

benefits, non-cash accelerated depreciation, equipment relocation costs, decommissioning and other property related lease exit costs, all directly related to the initiative. During the three months ended May 31, 2023, we recognized $0.4 million in accelerated depreciation and $0.9 million in third party expenses and other costs. During the six months ended May 31, 2023, we recognized $0.8 million in accelerated depreciation and $1.4 million in third party expenses and other costs. During the three months ended May 31, 2022, we recognized $1.3 million in accelerated depreciation and $1.2 million in third party expenses and other costs. During the six months ended May 31, 2022, we recognized $12.5 million in severance and related benefits costs, $2.7 million in accelerated depreciation and $2.2 million in third party expenses and other costs.

As of May 31, 2023, accruals associated with special charges of $29.9 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 and six months ended May 31, 2023 and 2022 (in millions):


	Three months ended May 31,				Six months ended May 31,
	2023		2022		2023		2022
Consumer segment	$	8.4	$	10.7	$	27.4	$	14.3
Flavor solutions segment	4.8		4.4		13.6		20.3
Total special charges	$	13.2	$	15.1	$	41.0	$	34.6

Integration Expenses

Integration expenses recognized during the three and six months ended May 31, 2022 were $1.5 million and $2.2 million, respectively, relating to the acquisition of FONA International, LLC (FONA).

Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions	6 Months Ended
	May 31, 2023 USD ($) award_type $ / shares	May 31, 2022 USD ($) $ / shares
Share-Based Payment Arrangement [Abstract]
Number of stock-based compensation award types \| award_type	4
Intrinsic value for all options outstanding	$ 95.8
Intrinsic value for exercisable options	92.4
Total Intrinsic Value of all options exercised	$ 7.4	$ 38.2
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value \| $ / shares	$ 19.35	$ 22.14

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions	May 31, 2023	Nov. 30, 2022
ASSETS
Cash and cash equivalents	$ 127.4	$ 334.0
Trade accounts receivable, net of allowances	557.2	573.7
Inventories, net
Finished products	627.2	649.0
Raw materials and work-in-process	649.0	691.1
Total inventory	1,276.2	1,340.1
Prepaid expenses and other current assets	143.2	138.9
Total current assets	2,104.0	2,386.7
Property, plant and equipment, net	1,249.6	1,198.0
Goodwill	5,235.4	5,212.9
Intangible assets, net	3,371.9	3,387.9
Other long-term assets	947.3	939.4
Total assets	12,908.2	13,124.9
LIABILITIES AND SHAREHOLDERS’ EQUITY
Short-term borrowings	460.2	1,236.7
Current portion of long-term debt	285.7	270.6
Trade accounts payable	1,100.0	1,171.0
Other accrued liabilities	641.2	754.1
Total current liabilities	2,487.1	3,432.4
Long-term debt	4,117.6	3,642.3
Deferred taxes	862.5	866.3
Other long-term liabilities	484.1	484.7
Total liabilities	7,951.3	8,425.7
Shareholders’ equity
Retained earnings	3,191.4	3,022.5
Accumulated other comprehensive loss	(431.5)	(480.6)
Total McCormick shareholders' equity	4,937.0	4,680.5
Non-controlling interests	19.9	18.7
Total shareholders’ equity	4,956.9	4,699.2
Total liabilities and shareholders’ equity	12,908.2	13,124.9
Common stock
Shareholders’ equity
Common stock	586.1	568.6
Common stock non-voting
Shareholders’ equity
Common stock	$ 1,591.0	$ 1,570.0

Stock-based Compensation

6 Months Ended

May 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATION

We have four types of stock-based compensation awards: restricted stock units ("RSUs"), stock options, company stock awarded as part of our long-term performance plan ("LTPP") and price-vested stock options. The following table sets forth the stock-based compensation expense recorded in selling, general and administrative ("SG&A") expense (in millions):


	Three months ended May 31,				Six months ended May 31,
	2023		2022		2023		2022
Stock-based compensation expense	$	26.7	$	25.8	$	38.5	$	36.9

Our 2023 annual grant of stock options and RSUs occurred in the second quarter, similar to the 2022 annual grant. The weighted -average grant-date fair value of each stock option granted in 2023 was $19.35 and in 2022 was $22.14 as calculated under a lattice pricing model. Substantially all of the stock options and RSUs granted in 2023 and 2022 vest ratably over a three-year period or, if earlier, upon the retirement eligibility date of the holder. The fair values of stock option grants in the stated periods were computed using the following range of assumptions for our various stock compensation plans:


	2023	2022
Risk-free interest rates	3.5% - 4.9%	0.2% - 2.5%
Dividend yield	1.9%	1.5%
Expected volatility	21.8%	21.2%
Expected lives (in years)	7.3	7.6

The following is a summary of our stock option activity for the six months ended May 31, 2023 and 2022:


	2023			2022
(shares in millions)	Number of Shares	Weighted- Average Exercise Price		Number of Shares	Weighted- Average Exercise Price
Outstanding at beginning of period	4.8	$	67.08	5.0	$	59.71
Granted	0.9	81.79		0.7	97.26
Exercised	(0.2)	46.90		(0.7)	46.25
Outstanding at end of the period	5.5	$	70.12	5.0	$	67.06
Exercisable at end of the period	4.0	$	63.77	3.6	$	57.87

As of May 31, 2023, the intrinsic value (the difference between the exercise price and the market price) for all options outstanding was $95.8 million and for options currently exercisable was $92.4 million. The total intrinsic value of all options exercised during the six months ended May 31, 2023 and 2022 was $7.4 million and $38.2 million, respectively.

The following is a summary of our RSU activity for the six months ended May 31, 2023 and 2022:


	2023			2022
(shares in thousands)	Number of Shares	Weighted- Average Grant-Date Fair Value		Number of Shares	Weighted- Average Grant-Date Fair Value
Outstanding at beginning of period	480	$	77.62	563	$	69.52
Granted	243	78.29		204	94.43
Vested	(222)	78.12		(251)	71.90
Forfeited	(13)	86.69		(20)	82.64
Outstanding at end of period	488	$	77.51	496	$	78.02

The following is a summary of our price-vested stock options activity for the six months ended May 31, 2023 and 2022:


	2023			2022
(shares in thousands)	Number of Shares	Weighted- Average Grant-Date Fair Value		Number of Shares	Weighted- Average Grant-Date Fair Value
Outstanding at beginning of period	2,107	$	9.40	2,193	$	9.40


Forfeited	(50)	9.40		(35)	9.40
Outstanding at end of period	2,057	$	9.40	2,158	$	9.40

The following is a summary of our LTPP activity for the six months ended May 31, 2023 and 2022:


	2023			2022
(shares in thousands)	Number of Shares	Weighted- Average Grant-Date Fair Value		Number of Shares	Weighted- Average Grant-Date Fair Value
Outstanding at beginning of period	451	$	106.32	497	$	83.74
Granted	167	89.00		151	95.00
Vested	(176)	86.14		(251)	75.26
Forfeited	(16)	93.53		(2)	95.58
Outstanding at end of period	426	$	93.67	395	$	93.41

Employee Benefit And Retirement Plans - Components of Pension Expense of Defined benefit plans (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
United States pension
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0.5	$ 0.9	$ 1.0	$ 1.8
Interest costs	9.1	6.6	18.1	13.2
Expected return on plan assets	(10.6)	(10.7)	(21.2)	(21.4)
Amortization of prior service costs	0.1	0.1	0.2	0.2
Amortization of net actuarial losses (gains)	0.0	2.1	0.1	4.3
Total pension expense	(0.9)	(1.0)	(1.8)	(1.9)
International pension
Defined Benefit Plan Disclosure [Line Items]
Service cost	0.1	0.2	0.3	0.4
Interest costs	2.3	1.8	4.8	3.6
Expected return on plan assets	(3.7)	(3.1)	(7.4)	(6.3)
Amortization of prior service costs	0.1	0.1	0.1	0.1
Amortization of net actuarial losses (gains)	(0.1)	0.3	(0.1)	0.7
Total pension expense	(1.3)	(0.7)	(2.3)	(1.5)
Other postretirement benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0.3	0.5	0.6	0.9
Interest costs	0.6	0.4	1.2	0.8
Expected return on plan assets	0.0	0.0	0.0	0.0
Amortization of prior service costs	(0.1)	(0.1)	(0.2)	(0.2)
Amortization of net actuarial losses (gains)	(0.5)	(0.1)	(1.0)	(0.1)
Other Postretirement Benefits Cost (Reversal of Cost)	$ 0.3	$ 0.7	$ 0.6	$ 1.4

Fair Value Measurements (Tables)

6 Months Ended

May 31, 2023

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on recurring basis

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


			May 31, 2023
	Fair Value		Level 1		Level 2
Assets
Cash and cash equivalents	$	127.4	$	127.4	$	—
Insurance contracts	110.8		—		110.8
Bonds and other long-term investments	3.9		3.9		—

Foreign currency derivatives	8.8		—		8.8
Cross currency contracts	32.9		—		32.9
Total	$	283.8	$	131.3	$	152.5
Liabilities
Foreign currency derivatives	$	11.1	$	—	$	11.1
Interest rate derivatives	44.3		—		44.3
Cross currency contracts	6.4		—		6.4
Total	$	61.8	$	—	$	61.8


			November 30, 2022
	Fair Value		Level 1		Level 2
Assets
Cash and cash equivalents	$	334.0	$	334.0	$	—
Insurance contracts	110.0		—		110.0
Bonds and other long-term investments	5.1		5.1		—

Foreign currency derivatives	11.0		—		11.0
Cross currency contracts	44.5		—		44.5
Total	$	504.6	$	339.1	$	165.5
Liabilities
Foreign currency derivatives	$	1.5	$	—	$	1.5
Interest rate derivatives	42.4		—		42.4
Cross currency contracts	8.3		—		8.3
Total	$	52.2	$	—	$	52.2

Fair Value, by Balance Sheet Grouping

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


	May 31, 2023		November 30, 2022
Carrying amount	$	4,403.3	$	3,912.9


Level 1 valuation techniques	$	3,936.8	$	3,424.8
Level 2 valuation techniques	167.9		176.1
Total fair value	$	4,104.7	$	3,600.9

Capital Stock and Earnings Per Share

6 Months Ended

May 31, 2023

Earnings Per Share, Basic and Diluted EPS [Abstract]

Capital Stock and Earnings Per Share

CAPITAL STOCK AND EARNINGS PER SHARE

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


	Three months ended May 31,		Six months ended May 31,
	2023	2022	2023	2022
Average shares outstanding – basic	268.4	268.3	268.3	268.1
Effect of dilutive securities:
Stock options/RSUs/LTPP	1.4	2.2	1.5	2.4
Average shares outstanding – diluted	269.8	270.5	269.8	270.5

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 May 31,		Six months ended May 31,
	2023	2022	2023	2022
Anti-dilutive securities	1.9	0.5	2.0	0.5

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


	Three months ended May 31,		Six months ended May 31,
	2023	2022	2023	2022
Shares issued under stock options, RSUs, LTPP and employee stock purchase plans	0.3	0.4	0.6	1.3
Shares repurchased under the stock repurchase program and shares withheld for taxes under stock options, RSUs, and LTPP	0.3	0.1	0.4	0.3

As of May 31, 2023, $518.6 million remained of the $600 million share repurchase program authorization approved by our Board of Directors in November 2019.

Financial Instruments - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	May 31, 2023	May 31, 2023	May 31, 2022	Apr. 06, 2023	Feb. 15, 2023	Nov. 30, 2022
Debt Instrument [Line Items]
Investment foreign currency, contract, foreign currency amount	$ 840.0	$ 840.0				$ 560.5
Total derivative assets, Fair Value	41.7	41.7				55.5
Amount of accumulated other comprehensive income expected to be reclassified to earnings in next 12 months	1.3	1.3
Short-term borrowings	460.2	460.2				$ 1,236.7
Long-term debt borrowings		496.4	$ 0.0
4.950% Senior Unsecured Notes Due 2023
Debt Instrument [Line Items]
Short-term borrowings				$ 500.0
Stated note interest rate				4.95%
Long-term debt borrowings		$ 496.4
Credit Facility Expiring in July 2023 \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Term		364 days
Long-term Line of Credit	500.0	$ 500.0
Credit Facility Expiring in June 2024 \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Term		364 days
Long-term Line of Credit	$ 500.0	$ 500.0
Credit Facility Expiring June 2026 \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Term	5 years	5 years
Long-term Line of Credit	$ 1,500.0	$ 1,500.0
Short-term Contract with Customer
Debt Instrument [Line Items]
Investment foreign currency, contract, foreign currency amount	154.8	154.8
Cross Currency Swap, Expires August 2027
Debt Instrument [Line Items]
Derivative Asset, Notional Amount	250.0	250.0
Cross Currency Swap, Expires November 2025
Debt Instrument [Line Items]
Derivative Asset, Notional Amount	100.0	100.0
Treasury Lock
Debt Instrument [Line Items]
Derivative, notional amount	250.0	250.0
Fair Value Hedges \| Foreign exchange contracts
Debt Instrument [Line Items]
Derivative, notional amount	$ 725.6	725.6
Cash Flow Hedges \| Treasury Lock
Debt Instrument [Line Items]
Unrealized Gain (Loss) on Derivatives		$ (2.6)
SOFR \| Interest Rate Swap \| Cross Currency Swap, Expires August 2027
Debt Instrument [Line Items]
Derivative, basis spread on variable rate	0.907%	0.907%
SOFR \| Interest Rate Swap \| Cross Currency Swap, Expires November 2025
Debt Instrument [Line Items]
Derivative, basis spread on variable rate	1.487%	1.487%
U.S. LIBOR \| Interest Rate Swap \| Cross Currency Swap, Expires August 2027
Debt Instrument [Line Items]
Derivative, basis spread on variable rate					0.685%
U.S. LIBOR \| Interest Rate Swap \| Cross Currency Swap, Expires November 2025
Debt Instrument [Line Items]
Derivative, basis spread on variable rate					1.22%
Secured Overnight Financing Rate (SOFR), Addition \| Credit Facility Expiring in June 2024 \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.23%
Secured Overnight Financing Rate (SOFR), Addition \| Credit Facility Expiring in June 2024 \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.60%
Secured Overnight Financing Rate (SOFR), Addition \| Credit Facility Expiring June 2026 \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.25%