<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended February 29, 2000 Commission File Number 0-748
------------------ -------
McCORMICK & COMPANY, INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-0408290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 Loveton Circle, P. O. Box 6000, Sparks, MD 21152-6000
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 771-7301
------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Shares Outstanding
March 31, 2000
---------------------
<S> <C>
Common Stock 8,737,203
Common Stock Non-Voting 59,959,109
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
McCORMICK & COMPANY, INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
Feb. 29, Feb. 28,
2000 1999
---- ----
<S> <C> <C>
Net sales $462,403 $441,543
Cost of goods sold 298,571 296,204
-------- --------
Gross profit 163,832 145,339
Selling, general and
administrative expense 125,938 111,355
Special charges 502 -
-------- --------
Operating income 37,392 33,984
Interest expense 7,406 8,134
Other expense 1,445 228
-------- --------
Income before income taxes 28,541 25,622
Income taxes 10,189 9,198
-------- --------
Net income from consolidated
operations 18,352 16,424
Income from unconsolidated
operations 6,065 1,746
-------- --------
Net income $ 24,417 $ 18,170
======== ========
Earnings per common share -
basic and assuming dilution $0.35 $0.25
======== ========
Cash dividends declared per
common share $0.19 $0.17
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
(1)
<PAGE>
McCORMICK & COMPANY, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
Feb. 29, Feb. 28, Nov. 30,
2000 1999 1999
----------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 24,009 $ 16,071 $ 11,961
Accounts receivable, net 180,622 176,367 213,926
Inventories
Raw materials and supplies 99,844 108,678 101,608
Finished products and work-in
process 147,472 137,714 132,563
----------- ----------- -----------
247,316 246,392 234,171
Other current assets 31,041 21,518 30,499
----------- ----------- -----------
Total current assets 482,988 460,348 490,557
----------- ----------- -----------
Property, plant and equipment 746,426 725,326 734,982
Less: Accumulated depreciation (384,070) (353,117) (371,731)
----------- ----------- -----------
Total property, plant and
equipment, net 362,356 372,209 363,251
----------- ----------- -----------
Intangible assets, net 144,189 156,761 142,849
Prepaid allowances 123,524 153,729 109,253
Investments and other assets 87,238 74,119 82,869
----------- ----------- -----------
Total assets $ 1,200,295 $ 1,217,166 $ 1,188,779
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 180,550 $ 173,650 $ 92,940
Current portion of long-term debt 7,622 17,114 7,731
Trade accounts payable 142,365 140,020 148,755
Other accrued liabilities 179,516 171,615 221,206
----------- ----------- -----------
Total current liabilities 510,053 502,399 470,632
----------- ----------- -----------
Long-term debt 239,871 247,956 241,432
Other long-term liabilities 96,992 99,225 94,293
----------- ----------- -----------
Total liabilities 846,916 849,580 806,357
----------- ----------- -----------
Shareholders' Equity
Common stock 50,472 49,674 49,761
Common stock non-voting 121,424 120,040 124,041
Retained earnings 215,501 245,744 242,764
Accumulated other comprehensive income (34,018) (47,872) (34,144)
----------- ----------- -----------
Total shareholders' equity 353,379 367,586 382,422
----------- ----------- -----------
Total liabilities and
shareholders' equity $ 1,200,295 $ 1,217,166 $ 1,188,779
=========== =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
(2)
<PAGE>
McCORMICK & COMPANY, INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
Feb. 29, Feb. 28,
2000 1999
-------- --------
<S> <C> <C>
Operating activities
Net income $ 24,417 $ 18,170
Adjustments to reconcile net income to net cash
(used in) provided by operating activities
Depreciation and amortization 14,464 13,563
Special charges 502 --
Income from unconsolidated operations (6,065) (1,746)
Changes in operating assets and liabilities (36,039) (14,477)
Other 153 186
-------- --------
Net cash (used in) provided by operating activities (2,568) 15,696
-------- --------
Investing activities
Capital expenditures (12,334) (9,756)
Acquisitions of businesses (3,065) --
Other 139 188
-------- --------
Net cash used in investing activities (15,260) (9,568)
-------- --------
Financing activities
Short-term borrowings, net 84,517 28,002
Long-term debt repayments (888) (1,861)
Common stock issued 104 2,578
Common stock acquired by purchase (40,398) (24,315)
Dividends paid (13,205) (12,330)
-------- --------
Net cash provided by (used in) financing activities 30,130 (7,926)
-------- --------
Effect of exchange rate changes on cash and
cash equivalents (254) 158
-------- --------
Increase (decrease) in cash and cash equivalents 12,048 (1,640)
Cash and cash equivalents at beginning of period 11,961 17,711
-------- --------
Cash and cash equivalents at end of period $ 24,009 $ 16,071
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
(3)
<PAGE>
McCORMICK & COMPANY, INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. 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 generally accepted accounting principles
for complete financial statements. In the opinion of management, the
accompanying condensed consolidated financial statements contain all adjustments
necessary to present fairly the financial position and the results of operations
for the interim periods.
The results of consolidated operations for the three month period ended February
29, 2000 are not necessarily indicative of the results to be expected for the
full year. Historically, the Company's consolidated sales and net income are
lower in the first half of the fiscal year and increase in the second half.
For further information, refer to the consolidated financial statements and
notes included in the Company's Annual Report on Form 10-K for the year ended
November 30, 1999.
RECLASSIFICATIONS
In the first quarter of 2000, the Company reclassified royalty income to be
included in operating income. Amounts previously included in other expense have
been reclassified to selling, general and administrative expense. All prior
period financial information has been reclassified to conform to the current
presentation. Total royalty income for the first quarter of 2000 and 1999 was
$2.6 million and $1.3 million, respectively.
2. EARNINGS PER SHARE
The following table sets forth the reconciliation of shares outstanding:
<TABLE>
<CAPTION>
Three Months Ended
Feb. 29, Feb. 28,
2000 1999
------ ------
(in thousands)
<S> <C> <C>
Average shares outstanding -
basic 69,537 72,326
Effect of dilutive securities:
Stock options and
Employee stock purchase plan 281 627
------ ------
Average shares outstanding -
assuming dilution 69,818 72,953
====== ======
</TABLE>
(4)
<PAGE>
3. COMPREHENSIVE INCOME
The following table sets forth the components of comprehensive income:
<TABLE>
<CAPTION>
Three Months Ended
Feb. 29, Feb. 28,
2000 1999
---- ----
(in thousands)
<S> <C> <C>
Net income $ 24,417 $ 18,170
Other comprehensive income:
Foreign currency
translation adjustments (2,066) (4,356)
Derivative financial
instruments 2,192 (331)
-------- --------
Comprehensive income $ 24,543 $ 13,483
======== ========
</TABLE>
4. SPECIAL CHARGES
During 1999, the Company recorded special charges associated with a plan to
streamline operations and an actuarial change. In Europe, the Company announced
actions to consolidate certain U.K. facilities, improve efficiencies within
previously consolidated European operations and realign operations between the
U.K. and other European locations.
During the first quarter of 2000, the Company recorded special charges of $0.5
million ($0.4 million after-tax). These charges, which primarily related to
other exit costs anticipated in the streamlining actions discussed above, could
not be recognized until certain actions were implemented. The Company also
utilized $1.6 million of special charge accruals, primarily related to severance
and personnel costs. As of February 29, 2000, approximately 230 positions were
eliminated under the streamlining program.
In total, the Company expects to recognize $2.6 million of special charges and
complete the program in 2000.
The major components of the special charges (credits) and the remaining accrual
balance as of February 29, 2000 follow:
<TABLE>
<CAPTION>
Severance Asset Other Actuarial
and personnel write- exit method
Costs Downs Costs Change Total
------------- ------ ----- --------- -----
(in millions)
<S> <C> <C> <C> <C> <C>
1999
- ----
Special charges (credits) $7.9 $15.8 $3.0 $(7.7) $19.0
Amounts utilized (4.0) (15.8) (1.2) 7.7 (13.3)
---- ----- ---- ----- -----
Balance at November 30, 1999 $3.9 $ - $1.8 $ - $5.7
2000
- ----
Special charges 0.1 0.1 0.3 - 0.5
Amounts utilized (1.1) (0.1) (0.4) - (1.6)
---- ---- ---- ---- ----
Balance at February 29, 2000 $2.9 $ - $1.7 $ - $4.6
</TABLE>
(5)
<PAGE>
For further information, please refer to the Company's Annual Report on Form
10-K for the year ended November 30, 1999.
5. BUSINESS SEGMENTS
In the fourth quarter of 1999, the Company adopted SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information." SFAS No. 131
establishes reporting standards for a company's operating segments and related
disclosures about its products, services, geographic areas and major customers.
The Company operates in three business segments: consumer, industrial and
packaging. The consumer and industrial segments manufacture, market and
distribute spices, herbs, seasonings, flavorings and other specialty food
products throughout the world. The consumer segment sells consumer spices,
herbs, extracts, proprietary seasoning blends, sauces and marinades to the
consumer food market under a variety of brands, including the McCormick and
Schilling brands in the U.S., Club House in Canada, and Schwartz in the U.K. The
industrial segment sells to food processors, restaurant chains, distributors,
warehouse clubs and institutional operations. The packaging segment manufactures
and markets plastic packaging products for food, personal care and other
industries, predominantly in the U.S. Tubes and bottles are also produced for
the Company's food segments.
The Company measures segment performance based on operating income. Intersegment
sales are generally accounted for at current market value or cost plus markup.
Because of manufacturing integration for certain products within the food
segments, inventory cost, including the producing segment's overhead and
depreciation, is transferred and recognized in the operating income of the
receiving segment. Corporate and eliminations includes general corporate
expenses, intercompany eliminations and other charges not directly attributable
to the segments.
<TABLE>
<CAPTION>
Total Corporate &
Consumer Industrial Food Packaging Eliminations Total
-------- ---------- ----- --------- ------------ ---------
(in millions)
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended Feb. 29, 2000
- --------------------------------
Net sales $ 203.1 $ 217.3 $ 420.4 $ 42.0 $ -- $ 462.4
Intersegment sales -- 2.5 2.5 8.2 (10.7) --
Operating income 25.7 15.1 40.8 5.3 (8.7) 37.4
Operating income excluding
special charges 26.0 15.3 41.3 5.3 (8.7) 37.9
Income from unconsolidated
operations 5.7 0.4 6.1 -- -- 6.1
Three Months Ended Feb. 28, 1999
- --------------------------------
Net sales $ 191.5 $ 210.7 $ 402.2 $ 39.3 $ -- $ 441.5
Intersegment sales -- 1.8 1.8 7.1 (8.9) --
Operating income 23.0 13.7 36.7 3.8 (6.5) 34.0
Operating income excluding
special charges 23.0 13.7 36.7 3.8 (6.5) 34.0
Income from unconsolidated
operations 1.7 -- 1.7 -- -- 1.7
</TABLE>
(6)
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
For the quarter ended February 29, 2000, the Company reported net income of
$24.4 million versus $18.2 million for the comparable period last year. Diluted
earnings per share were $0.35 for the first quarter of 2000 compared to $0.25
last year.
The Company realized improved financial performance throughout its global
operations. In the first quarter of 2000, sales, gross profit margin and
operating income in each business segment improved versus the comparable period
last year. New distribution, new products, favorable product mix and operating
efficiencies continued to favorably impact the Company's results. Although the
bankruptcy of a significant industrial customer negatively impacted the first
quarter of 2000, operating income, excluding special charges, still grew 11.5%
versus last year. In addition, the Company's unconsolidated affiliates recorded
significant improvement over the comparable period last year.
RESULTS OF OPERATIONS
Net sales for the quarter ended February 29, 2000 increased 4.7% over the
comparable quarter of 1999. Unit volume increased 4.2% as compared to last year,
while the combined effects of price and product mix had no impact on sales.
Foreign currency exchange rates also had no impact on sales, as unfavorable
European impacts were offset by favorable results in Canada, Mexico and
Australia. The acquisition of a Hispanic food products business in the first
quarter of 2000 contributed 0.5% in sales growth over the prior year.
<TABLE>
<CAPTION>
Three months ended
Feb. 29, Feb. 28,
2000 1999
------- --------
(in millions)
<S> <C> <C>
Net Sales
- ----------
Consumer $203.1 $191.5
Industrial 217.3 210.7
Packaging 42.0 39.3
------- --------
$462.4 $441.5
</TABLE>
Consumer sales increased 6.1% due to volume growth throughout the global
business. In the Americas, sales increased 7.3% primarily due to strong volume
growth in the U.S. In this market, effective promotional and marketing programs,
new products, new distribution and the acquisition of a Hispanic food products
business increased sales. Consumer sales in Asia were up 22.9% due to new
products and market expansion. European sales decreased 0.6%, as unfavorable
foreign exchange rates decreased sales by 2.9%.
(7)
<PAGE>
Industrial sales increased 3.1%, primarily due to volume growth. In the
Americas, sales increased 6.0% as both volume and the combination of price and
product mix improved due to distribution gains at warehouse clubs, broadline
distributor growth and improved performance in Mexico. European sales decreased
7.7% versus the prior period as continued strong competition and unfavorable
foreign exchange rates negatively impacted the business. Sales in Asia were down
3.0% versus the prior year due unfavorable price and product mix, primarily in
China.
Packaging sales increased 6.9% versus the prior year, as improved market
conditions continued to fuel volume growth.
Gross profit margin increased to 35.4% from 32.9% in the first quarter of
last year. Gross profit margins were favorably impacted by global growth in
the higher margin consumer segment. Within the industrial segment, increased
sales of higher margin compound flavor products, new products and increased
sales to foodservice customers improved margins. Increased volumes and
improved operating efficiencies continued to increase margins in the
packaging segment.
Selling, general and administrative expenses increased in the first quarter
ended February 29, 2000 as compared to last year in both dollar terms and as a
percentage of net sales. These increases were primarily due to expenditures in
support of higher sales and income levels, including promotional spending in
support of new products, primarily in the consumer segment, and incentive-based
employee compensation. In addition, the Company reserved $3.8 million for the
bankruptcy of AmeriServe, an industrial customer.
<TABLE>
<CAPTION>
Three months ended
Feb. 29, Feb. 28,
2000 1999
-------- --------
(in millions)
Operating Income
- ----------------
<S> <C> <C>
Consumer $25.7 $23.0
Industrial 15.1 13.7
Packaging 5.3 3.8
------ --------
Combined segments (1) $46.1 $40.5
Operating income excluding
- --------------------------
special charges
---------------
Consumer $26.0 $23.0
Industrial 15.3 13.7
Packaging 5.3 3.8
------ --------
Combined segments (1) $46.6 $40.5
</TABLE>
(1)- Excludes impact of general corporate expenses included as Corporate &
Eliminations.
See Note 5 in the Notes to Condensed Consolidated Financial
Statements.
(8)
<PAGE>
Operating income margin, excluding special charges, increased to 8.2% from 7.7%
for the three months ended February 29, 2000 as compared to last year. Operating
income, excluding special charges, increased $3.9 million or 11.5%. Consumer
operating income improved 13.0% versus the prior period due to increased sales
and higher levels of royalty income. Industrial operating income increased 11.7%
due to product mix and operating efficiencies, partially offset by the reserve
for bad debt. Packaging operating income grew 39.5% due to higher volumes and
operating efficiencies.
Interest expense for the first quarter of 2000 decreased $0.7 million versus the
comparable period last year. Although short-term interest rates for the quarter
rose versus last year's comparable period, the retirement of higher interest
rate, long term debt in 1999 and a greater weighting to short-term debt in the
first quarter favorably impacted the Company. Total debt levels in the first
quarter of 2000 were also less than the comparable period last year.
Other expense for the first quarter of 1999 included $1.2 million of income from
the three year non-compete agreement with Calpine Corporation. This agreement,
entered into as a part of the 1996 sale of Gilroy Energy Company, Inc., ended in
1999.
The effective tax rate for the first quarter of 2000 was 35.7% versus 35.9% in
the first quarter of last year.
Income from unconsolidated operations increased to $6.1 million in the first
quarter of 2000 from $1.7 million in the comparable quarter last year. The
increase is primarily due to improved sales and income at our Mexican joint
venture. Signature Brands and the Company's joint ventures in Japan also
improved their results over last year.
SPECIAL CHARGES
In 1999, the Company announced plans to streamline operations. During the first
quarter of 2000, the Company recorded special charges of $0.5 million ($0.4
million after-tax). These charges, which primarily related to other exit costs
anticipated in these streamlining actions, could not be recognized until certain
actions were implemented.
For further information, please refer to Note 4 in the Notes to Condensed
Consolidated Financial Statements and the Company's Annual Report on Form 10-K
for the year ended November 30, 1999.
MARKET RISK SENSITIVITY
FOREIGN CURRENCY
The fair value of the Company's entire portfolio of forward and option contracts
was $0.4 million and $0.5 million as of February 29, 2000 and February 28, 1999,
respectively.
(9)
<PAGE>
INTEREST RATES
The fair value of the Company's forward starting interest rate swaps was $5.9
million and ($0.5) million as of February 29, 2000. The Company intends to hold
the interest rate swaps until maturity.
FINANCIAL CONDITION
In the Condensed Consolidated Statement of Cash Flows, cash flows from operating
activities decreased from a cash inflow of $15.7 million to a cash outflow of
$2.6 million for the three months ended February 28, 1999 and February 29, 2000,
respectively. This decrease is primarily due to changes in working capital
components. Compared to the prior year, cash flows related to inventory were
unfavorable due to the significant improvements experienced in the first quarter
of 1999, while prepaid allowances were unfavorable due to the timing of customer
contract renewals. In addition, other liabilities were unfavorable due to the
payment of incentive-based employee compensation costs.
Investing activities used cash of $15.3 million in the first three months of
2000 versus $9.6 million in the comparable period of 1999. Although capital
expenditures increased versus the prior year, the Company maintained its capital
expenditures at depreciation levels. In the first quarter of 2000, the Company
acquired a regional line of Hispanic food products in the U.S. These products,
which include spices, herbs, chili pods and other authentic Hispanic food
products, will expand the Company's existing business in this category.
Cash flows from financing activities include the purchase of 1.4 million shares
of common stock under the Company's previously announced $250 million share
repurchase program. Through February 29, 2000, 2.8 million shares were purchased
under this program.
The Company's ratio of debt to total capital was 54.8% as of February 29, 2000,
up slightly from 54.4% at February 28, 1999 and up from 47.2% at November 30,
1999. The increase since year end was due to the Company's historical trend of
lower income in the first half of the fiscal year and the effect of the share
repurchase program.
Management believes that internally generated funds and its existing sources of
liquidity are sufficient to meet current and anticipated financing requirements
over the next 12 months.
YEAR 2000
In prior years, the Company discussed the nature and progress of its plans to
become Year 2000 (Y2K) ready. As a result of these plans, the Company has not
experienced significant Y2K issues subsequent to 1999's fiscal year end. The
Company will continue to monitor business-critical information technology
applications and critical third parties throughout the year 2000.
(10)
<PAGE>
FORWARD-LOOKING INFORMATION
Certain statements contained in this report, including those related to special
charge project spending and completion, Y2K readiness, the stock repurchase
program, the holding period and market risks associated with financial
instruments, the impact of foreign exchange fluctuations and the adequacy of
internally generated funds and existing sources of liquidity are
"forward-looking statements" within the meaning of Section 21E of the Securities
and Exchange Act of 1934. Forward-looking statements are based on management's
current views and assumptions and involve risks and uncertainties that could
significantly affect expected results. Operating results could be materially
affected by external factors such as: actions of competitors, customer
relationships, actual amounts and timing of special charge items, including
severance payments, removal and disposal costs and final negotiation of
third-party contracts, third party Y2K readiness, the impact of stock market
conditions on the stock repurchase program, fluctuations in the cost and
availability of supply-chain resources and global economic conditions, including
interest and currency rate fluctuations and inflation rates.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information regarding the Company's exposure to certain market risks, see
Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the
Company's Annual Report on Form 10-K for the year ended November 30, 1999.
Except as described in the Management's Discussion and Analysis of Financial
Condition and Results of Operations, there have been no significant changes in
the Company's financial instrument portfolio or market risk exposures since year
end.
(11)
<PAGE>
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
<S> <C>
(a) Exhibits See Exhibit Index at pages 14-16
of this Report on Form 10-Q.
(b) Reports on Form 8-K. None.
</TABLE>
(12)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<CAPTION>
McCORMICK & COMPANY, INCORPORATED
<S> <C>
Date: APRIL 13, 2000 By: /s/ Francis A. Contino
----------------------- -------------------------------
Francis A. Contino
Executive Vice President & Chief
Financial Officer
Date: APRIL 13, 2000 By: /s/ Kenneth A. Kelly, Jr.
-------------------------- ------------------------------
Kenneth A. Kelly, Jr.
Vice President & Controller
</TABLE>
(13)
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
ITEM 601
EXHIBIT
NUMBER REFERENCE OR PAGE
<S> <C>
(2) Plan of acquisition, reorganization,
arrangement, liquidation or succession Not applicable.
(3) Articles of Incorporation and By-Laws
Restatement of Charter of McCormick & Incorporated by reference from Registration
Company, Incorporated dated April l6, 1990 Form S-8, Registration No. 33-39582 as filed
with the Securities and Exchange Commission
on March 25, 1991.
Articles of Amendment to Charter of Incorporated by reference from Registration Form
McCormick & Company, Incorporated S-8 Registration Statement No. 33-59842 as
dated April 1, 1992 filed with the Securities and Exchange Commission
on March 19, 1993.
By-laws of McCormick & Company, Incorporated by reference from Registrant's Form
Incorporated-Restated and 10-Q for the quarter ended May 31, 1996 as
Amended as of June 17, 1996. filed with the Securities and Exchange Commission
on July 12, 1996.
(4) Instruments defining the rights of With respect to rights of holders of equity
security holders, including securities, see Exhibit 3 (Restatement of Charter).
indentures. No instrument of Registrant with respect to long-term
debt involves an amount of authorized securities
which exceeds 10 percent of the total assets of
the Registrant and its subsidiaries on a consolidated
basis. Registrant agrees to furnish a copy of any
instrument upon request of the Securities and
Exchange Commission.
</TABLE>
(14)
<PAGE>
(10) Material contracts.
(i) Registrant's supplemental pension plan for certain
senior officers is described in the McCormick
Supplemental Executive Retirement Plan, a copy of
which was attached as Exhibit 10.1 to the
Registrant's Report on Form 10-K for the fiscal year
1992 as filed with the Securities and Exchange
Commission on February 17, 1993, which report is
incorporated by reference.
(ii) Stock option plans, in which directors, officers and
certain other management employees participate, are
described in Registrant's S-8 Registration Statements
Nos. 33-33725 and 33-23727 as filed with the
Securities and Exchange Commission on March 2, 1990
and March 23, 1997, respectively, which statements
are incorporated by reference.
(iii) Asset Purchase Agreement among the Registrant, Gilroy
Foods, Inc. and ConAgra, Inc. dated August 28, 1996,
which agreement is incorporated by reference from
Registrant's Report on Form 8-K as filed with the
Securities and Exchange Commission on September 13,
1996.
(iv) Asset Purchase Agreement among the Registrant, Gilroy
Energy Company, Inc. and Calpine Gilroy Cogen, L.P.,
dated August 28, 1996, which agreement is
incorporated by reference from Registrant's Report on
Form 8-K as filed with the Securities and Exchange
Commission on September 13, 1996.
(v) Mid-Term Incentive Program provided to a limited
number of senior executives, a description of which
is incorporated by reference from pages 19 and 20 of
the Registrant's definitive Proxy Statement dated
February 18, 1998, as filed with the Securities and
Exchange Commission on February 17, 1998, which pages
are incorporated by reference.
(vi) Amendment to the Letter Agreement between Registrant
and Charles P. McCormick, Jr. effective December 1,
1998, which letter is attached as Exhibit 10.1 to the
Registrant's Report on Form 10-K for the fiscal year
1998, as filed with the Securities and Exchange
Commission on February 24, 1999, which report is
incorporated by reference.
(vii) Directors' Non-Qualified Stock Option Plan provided
to members of the Registrant's Board of Directors who
are not also employees of the Registrant, is
described in Registrant's S-8 Registration Statement
No. 333-74963 as filed with the Securities and
Exchange Commission on March 24, 1999, which
statement is incorporated by reference.
(15)
<PAGE>
(viii) Deferred Compensation Plan in which directors,
officers and certain other management employees
participate, a description of which is incorporated
by reference from the Registrant's S-8 Registration
Statement No. 333-93231 as filed with the Securities
and Exchange Commission on December 12, 1999, which
statement is incorporated by reference.
<TABLE>
<CAPTION>
<S> <C> <C>
(11) Statement re computation of per-share Not applicable.
earnings.
(15) Letter re unaudited interim financial Not applicable.
information.
(18) Letter re change in accounting Not applicable.
principles.
(19) Report furnished to security holders. Not applicable.
(22) Published report regarding matters Not applicable.
submitted to vote of securities holders.
(23) Consent of experts. Not applicable.
(24) Power of attorney. Not applicable.
(27) Financial data schedule. Submitted in electronic
format only.
(99) Additional exhibits. Not applicable.
</TABLE>
(16)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-2000
<PERIOD-END> FEB-29-2000
<CASH> 24,009
<SECURITIES> 0
<RECEIVABLES> 188,529
<ALLOWANCES> 7,907
<INVENTORY> 247,316
<CURRENT-ASSETS> 482,988
<PP&E> 746,426
<DEPRECIATION> 384,070
<TOTAL-ASSETS> 1,200,295
<CURRENT-LIABILITIES> 510,053
<BONDS> 239,871
0
0
<COMMON> 171,896
<OTHER-SE> 181,483
<TOTAL-LIABILITY-AND-EQUITY> 1,200,295
<SALES> 462,403
<TOTAL-REVENUES> 462,403
<CGS> 298,571
<TOTAL-COSTS> 126,440
<OTHER-EXPENSES> (1,445)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,406
<INCOME-PRETAX> 28,541
<INCOME-TAX> 10,189
<INCOME-CONTINUING> 24,417
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,417
<EPS-BASIC> 0.35
<EPS-DILUTED> 0.35
</TABLE>
