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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year
ended November 30, 1994 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 incorporation or
organization)(I.R.S. Employer Identification No.)
18 Loveton Circle
Sparks, Maryland 21152
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 771-7301
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Not Applicable Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value Common Stock Non-Voting, No Par Value
(Title of Class) (Title of Class)
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 such filing requirements
for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ X ]
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.
Aggregate market value of the voting stock held by nonaffiliates of
the registrant . . . . . . . $190,760,977
The aggregate market value indicated above was calculated as
follows: The number of shares of voting stock held by nonaffiliates
of the registrant as of January 31, 1995 was 8,718,509. This number
excludes shares held by the McCormick Profit Sharing Plan and
PAYSOP and its Trustees, the McCormick Pension Plan and its
Trustees, and the directors and officers of the registrant, who may
or may not be affiliates. This number was then multiplied by the
closing price of the stock as of January 31, 1995, $21.88.
Class Number of Shares Outstanding Date
Common Stock . . . . . . 13,199,186 . . . . . . . . 1/31/95
Common Stock Non-Voting . 68,045,563 . . . . . . . . 1/31/95
DOCUMENTS INCORPORATED BY REFERENCE
Document Part of Form 10-K into which incorporated
Registrant's 1994 Annual Report to Stockholders Part I, Part II,
Part IV
Registrant's Proxy Statement dated 2/15/95. . . Part III, Part IV
PART I
As used herein, the "Registrant" means McCormick & Company,
Incorporated and its subsidiaries, unless the context
otherwise requires.
Item 1. Business
The Registrant, a diversified specialty food company, is
principally engaged in the manufacture of spices, seasonings,
flavorings and other specialty food products and sells such
products to the retail food market, the foodservice market and
to industrial food processors throughout the world. The Registrant
also, through subsidiary corporations, manufactures and
markets plastic packaging products for the food, cosmetic and
health care industries.
The Registrant's Annual Report to Stockholders for 1994, which
is enclosed as Exhibit 13, contains a description of the general
development, during the last fiscal year, of the business of the
Registrant, which was formed in 1915 under Maryland law as the
successor to a business established in 1889. Pages 9 through 21 of
that Report are incorporated by reference. The Registrant's net
sales increased 8.9% in 1994 to $1,694,772,000 due to both sales
price and volume changes.
The Registrant operates in one business segment and has
disclosed in Note 10 of the Notes to Consolidated Financial
Statements on page 35 of its Annual Report to Stockholders for
1994, which Note is incorporated by reference, the financial
information about the business segment required by this Item.
SPECIALTY FOOD BUSINESS
The Registrant's Annual Report to Stockholders for 1994 sets
forth a description of the business conducted by the
Registrant on pages 9 through 11. Those pages of the Registrant's
Annual Report are incorporated by reference.
Principal Products/Marketing
Spices, seasonings, flavorings, and other specialty food
products are the Registrant's principal products. Spices,
seasonings, flavorings, and other specialty food products accounted
for approximately 90% of net sales on a consolidated basis during
the three fiscal years ended November 30, 1994. No other product
or class of similar products or services contributed as much as 10%
to consolidated net sales during the last three fiscal years. The
Registrant's efforts will continue to be directed primarily in the
area of spices, seasonings, flavorings, and other specialty food
products.
The Registrant markets its consumer and foodservice products
through its own sales organization, food brokers and distributors.
In the industrial market, sales are made mostly through the
Registrant's own sales force.
Products/Industry Segments
The Registrant has not announced or made public information
about a new product or industry segment that would require the
investment of a material amount of the assets of the Registrant or
that otherwise is material.
Raw Materials
Many of the spices and herbs purchased by the Registrant are
imported into the United States from the country of origin,
although substantial quantities of particular materials, such as
paprika, dehydrated vegetables, onion and garlic, and substantially
all of the specialty food ingredients other than spices and herbs,
originate in the United States. Some of the imported materials are
purchased from dealers in the United States. The Registrant is a
direct importer of certain raw materials, mainly black pepper,
vanilla beans, cinnamon, herbs and seeds from the countries of
origin. The principal purpose of such purchases is to satisfy the
Registrant's own needs. The Registrant also sells imported raw
materials to other food processors.
The raw materials most important to the Registrant are onion,
garlic and capsicums (paprika and chili peppers), which
are produced in the United States, black pepper, most of which
originates in India, Indonesia, Malaysia and Brazil, and
vanilla beans, a large proportion of which the Registrant obtains
from the Malagasy Republic and Indonesia.
Trademarks, Licenses and Patents
The Registrant owns a number of registered trademarks, which in
the aggregate may be material to the Registrant's business.
However, the loss of any one of those trademarks, with the
exception of the Registrant's "McCormick" and "Schilling"
trademarks, would not have a material adverse impact on the
Registrant's business. The "McCormick" and "Schilling" trademarks
are extensively used by the Registrant in connection with the sale
of a substantial number of the Registrant's products in the United
States. The "McCormick" and "Schilling" trademarks are registered
and used in various foreign countries as well. The terms of the
trademark registrations are as prescribed by law and the
registrations will be renewed for as long as the Registrant deems
them to be useful.
The Registrant has entered into a number of license agreements
authorizing the use of its trademarks by persons in foreign
countries. In the aggregate, the loss of those license agreements
would not have a material adverse impact on the Registrant's
business. The terms of the license agreements are generally 3 to
5 years or until such time as either party terminates the
agreement. Those agreements with specific terms are renewable upon
agreement of the parties.
The Registrant owns various patents, but they are not viewed as
material to the Registrant's business.
Seasonal Nature of Business
Historically, the Registrant's sales and profits are lower in
the first two quarters of the fiscal year and increase in the third
and fourth quarters.
Working Capital
In order to meet increased demand for its products during its
fourth quarter, the Registrant usually builds its inventories
during the second and third quarters. In common with other
companies, the Registrant generally finances working capital items
(inventory and receivables) through short-term borrowings, which
include the use of lines of credit and the issuance of commercial
paper.
Customers
The Registrant has a large number of customers for its
products. No single customer accounted for as much as 10% of
consolidated net sales in 1994. In the same year, sales to the
five largest customers represented approximately 20% of
consolidated net sales.
Backlog Orders
The dollar amount of backlog orders of the Registrant's
specialty food business is not material to an understanding of the
Registrant's business, taken as a whole.
Government Contracts
No material portion of the Registrant's business is subject to
renegotiation of profits or termination of contracts or
subcontracts at the election of the government.
Competition
Although the Registrant is a leader in sales of certain spices
and seasoning and flavoring products, and is the largest producer
and distributor of dehydrated onions and garlic in the United
States, its business is highly competitive. For further discussion,
see pages 13 and 17 of the Registrant's Annual Report to
Stockholders for 1994, which pages are incorporated by reference.
Research and Quality Control
The Registrant has emphasized quality and innovation in the
development, production and packaging of its products. Many of the
Registrant's products are prepared from confidential formulae
developed by its research laboratories and product development
departments. The long experience of the Registrant in its field
contributes substantially to the quality of the products offered
for sale. Quality specifications exist for the Registrant's
products,and continuing quality control inspections and testing are
performed. Total expenditures for these and other related
activities during fiscal years 1994, 1993 and 1992 were
approximately $39,562,000, $38,226,000, and $35,968,000
respectively. Of these amounts, expenditures for research and
development amounted to $12,999,000 in 1994, $12,259,000 in 1993,
and $11,844,000 in 1992. The amount spent on customer-sponsored
research activities is not material.
Environmental Regulations
Compliance with Federal, State and local provisions related to
protection of the environment has had no material effect on the
Registrant's business. No material capital expenditures for
environmental control facilities are expected to be made during
this fiscal year or the next.
Employees
The Registrant had on average approximately 8,900 employees
during fiscal year 1994.
Foreign Operations
International businesses have made significant contributions to
the Registrant's growth and profits. In common with other
companies with foreign operations, the Registrant is subject in
varying degrees to certain risks typically associated with doing
business abroad, such as local economic and market conditions,
exchange and price controls, restrictions on investment, royalties
and dividends and exchange rate fluctuations.
Note 10 of the Notes to Consolidated Financial Statements on
page 35 of the Registrant's Annual Report to Stockholders for 1994,
and page 13 of the Registrant's Annual Report to Stockholders for
1994 contain the information required by subsection (d) of Item 101
of Regulation S-K, which pages are incorporated by reference.
Packaging Operations
The Registrant's Annual Report to Stockholders for 1994 sets
forth a description of the Registrant's packaging group on page 11,
which page is incorporated by reference. Setco, Inc. and Tubed
Products, Inc., which comprise Registrant's packaging group, are
wholly owned subsidiaries of the Registrant and are, respectively,
manufacturers of plastic bottles and plastic squeeze tubes.
Substantially all of the raw materials used in the packaging
business originate in the United States. The market for plastic
packaging is highly competitive. The Registrant is the largest
single customer of the packaging group. All intracompany
sales have been eliminated from the Registrant's consolidated
financial statements.
Item 2. Properties
The location and general character of the Registrant's
principal plants and other materially important physical
properties are as follows:
(a) Consumer Products
A plant is located in Hunt Valley, Maryland on approximately 52
acres in the Hunt Valley Business Community. This plant, which
contains approximately 540,000 square feet, is owned in fee and is
used for processing and distributing spices and other food
products. A plant of approximately 475,000 square feet located in
Salinas, California is owned in fee and is used for milling,
processing, packaging, and distributing spices and other food
products.
(b) Industrial Products
(i)A plant complex is located in Gilroy, California
consisting of connected and adjacent buildings owned in fee and
providing approximately 894,000 square feet of space for milling,
dehydrating, packaging, warehousing and distributing onion, garlic
and capsicums. Adjacent to this plant is a 4.3 acre cogeneration
facility which supplies steam to the dehydration business as well
as electricity to Pacific Gas & Electric Company. The
cogeneration facility was financed with an installment note secured
by the property and equipment. This note is non-recourse to the
Registrant.
(ii)The Registrant has two principal plants devoted to
industrial flavoring products in the United States. A plant of
102,000 square feet is located in Hunt Valley, Maryland and is
owned in fee. A plant of 102,400 square feet is located in Dallas,
Texas and is owned in fee.
(c) Spice Milling
Located adjacent to the consumer products plant in Hunt Valley
is a spice milling and cleaning plant which is owned in fee by the
Registrant and contains approximately 185,000 square feet. This
plant services all food product groups of the Registrant. Much of
the milling and grinding of raw materials for Registrant's
seasoning products is done in this facility.
(d) Packaging Products
The Registrant has four principal plants which are devoted to
the production of plastic containers. The facilities are located in
California, Massachusetts, New York and New Jersey, and range in
size from 178,000 to 280,000 square feet. The plants in New York
and New Jersey are leased.
(e) International
The Registrant has a plant in London, Ontario which is devoted
to the processing, packaging and distribution of food products.
This facility is approximately 145,000 square feet and is owned in
fee.
(f) Research and Development
The Registrant has a facility in Hunt Valley , Maryland which
houses the research and development laboratories and the technical
capabilities of the industrial division. The facility is
approximately 109,000 square feet and is owned in fee.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the
Registrant or any of its subsidiaries is a party or to which any of
their property is subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of
Registrant's fiscal year 1994 to a vote of security
holders.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Registrant has disclosed at page 19 of its Annual Report to
Stockholders for 1994, which page is incorporated by reference, the
information relating to the market, market quotations, and
dividends paid on Registrant's common stocks required by this Item.
The approximate number of holders of common stock of the
Registrant based on record ownership as of January 31, 1995 was as
follows:
Approximate Number
Title of Class of Record Holders
Common Stock, no par value 2,086
Common Stock Non-Voting, 10,880
no par value
Item 6. Selected Financial Data
The Registrant has disclosed the information required by this
Item in the Historical Financial Summary of its Annual Report to
Stockholders for 1994 at pages 20 and 21, which pages are
incorporated by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Registrant's Annual Report to Stockholders for 1994 at
pages 12 through 19 contains a discussion and analysis of the
Company's financial condition and results of operations for the
three fiscal years ended November 30, 1994. Said pages are
incorporated by reference.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data for McCormick
& Company, Incorporated are included on pages 23 through 36 of the
Annual Report to Stockholders for 1994, which pages are
incorporated by reference. The report of independent auditors from
Ernst & Young on such financial statements is included on page 37
of the Annual Report to Stockholders for 1994; the supplemental
schedule for 1992, 1993 and 1994 is included on page 14 of this
Report on Form 10-K.
The unaudited quarterly data required by Item 302 of Regulation
S-K is included in Note 11 of the Notes to Consolidated Financial
Statements at page 36 of the Registrant's Annual Report to
Stockholders for 1994, which Note is incorporated by reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
No response is required to this item.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant has filed with the Commission a definitive copy of
its Proxy Statement dated February 15, 1995, which sets forth the
information required by this Item at pages 3 through 9, which pages
are incorporated by reference. In addition to the executive
officers and directors discussed in the Proxy Statement, J. Allan
Anderson and Donald A. Palumbo are also executive officers of the
Registrant.
Mr. Anderson is 48 years old and has had the following work
experience during the last five years: 1/92 to present
- - Vice President and Controller; 3/91 to 1/92 - President and
Chairman of the Board - Golden West Foods, Inc. (a subsidiary of
the Company); 4/89 to 3/91 - Vice President - Food Service &
Industrial Groups;
Mr. Palumbo is 52 years old and has been the Company's Vice
President and Treasurer since January 1988.
Item 11. Executive Compensation
The Registrant has filed with the Commission a definitive copy of
its Proxy Statement dated February 15, 1995, which sets forth the
information required by this Item at pages 9 through 18, which
pages are incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The Registrant has filed with the Commission a definitive copy of
its Proxy Statement dated February 15, 1995 which sets forth the
information required by this Item at pages 4 through 7, which pages
are incorporated by reference.
Item 13. Certain Relationships and Related Transactions
The Registrant has filed with the Commission a definitive copy of
its Proxy Statement dated February 15, 1995 which sets forth the
information required by this Item at page 7, which page is
incorporated by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules,and Reports on
Form 8-K
(a)The following documents are filed as a part of this
Form:
1. The consolidated financial statements for McCormick
& Company, Incorporated and subsidiaries which are listed in
the Table of Contents appearing on page 13 below.
2. The financial statement schedules required by Item 8
of this Form which are listed in the Table of Contents appearing on
page 13 below.
3. The exhibits which are filed as a part of this Form
and required by Item 601 of Regulation S-K are listed on the
accompanying Exhibit Index at pages 15 and 16 of this Report.
(b)The Registrant filed one report during the last quarter
on Form 8-K dated October 12, 1994 which reported the issuance
of a press release.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has
duly caused this report on Form 10-K to be signed on its behalf by
the undersigned, thereunto duly authorized.
McCORMICK & COMPANY, INCORPORATED
By: /s/ H. Eugene Blattman
H. Eugene Blattman
President & Chief Executive Officer February 20, 1995
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Principal Executive Officer:
/s/ H. Eugene Blattman President &
H. Eugene Blattman Chief Executive Officer February 20, 1995
Principal Financial Officer:
/s/ Robert G. Davey Vice President &
Robert G. Davey Chief Financial Officer February 20, 1995
Principal Accounting Officer:
/s/ J. Allan Anderson Vice President &
J. Allan Anderson Controller February 20, 199
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
McCORMICK & COMPANY, INCORPORATED
By: /s/H. Eugene Blattman
H. Eugene Blattman
President & Chief Executive Officer February 20, 1995
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Principal Executive Officer:
/s/H. Eugene Blattman President &
H. Eugene Blattman Chief Executive Officer February 20, 1995
Principal Financial Officer:
/s/Robert G. Davey Vice President &
Robert G. Davey Chief Financial Officer February 20, 1995
Principal Accounting Officer:
/s/J. Allan Anderson Vice President &
J. Allan Anderson Controller February 20, 1995
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons,
being a majority of the Board of Directors of McCormick & Company,
Incorporated, on the date indicated:
THE BOARD OF DIRECTORS: DATE:
/s/ James J. Albrecht February 20, 1995
James J. Albrecht
/s/ H. Eugene Blattman February 20, 1995
H. Eugene Blattman
/s/ James S. Cook February 20, 1995
James S. Cook
/s/ Robert G. Davey February 20, 1995
Robert G. Davey
/s/ Harold J. Handley February 20, 1995
Harold J. Handley
/s/ George W. Koch February 20, 1995
George W. Koch
/s/ Robert J. Lawless February 20, 1995
Robert J. Lawless
/s/ Charles P. McCormick, Jr. February 20, 1995
Charles P. McCormick, Jr.
/s/ George V. McGowan February 20, 1995
George V. McGowan
/s/ Carroll D. Nordhoff February 20, 1995
Carroll D. Nordhoff
/s/ Richard W. Single, Sr. February 20, 1995
Richard W. Single, Sr.
/s/ William E. Stevens February 20, 1995
William E. Stevens
/s/ Karen D. Weatherholtz February 20, 1995
Karen D. Weatherholtz
CROSS REFERENCE SHEET
PART ITEM REFERENCED MATERIAL/PAGE(S)
PART I Item 1. Business Registrant's 1994 Annual
Report to
Stockholders/Pages 7-21 and
35.
Item 2. Properties None.
Item 3. Legal Proceedings None.
Item 4. Submission of None.
Matters to a Vote
of Security Holders.
PART II Item 5. Market for the Registrant's 1994 Annual
Registrant's Report to Stockholders/Page
Common 19. Equity and Related
Stockholder Matters.
Item 6. Selected Financial Registrant's 1994 Annual
Data. Report to
Stockholders/Pages 20-21.
Item 7. Management's Registrant's 1994 Annual
Discussion and Report to
Analysis of Stockholders/Pages 12-19.
Financial Condition
and Results of
Operations.
Item 8. Financial Statements Registrant's 1994 Annual
and Supplementary Report to
Data. Stockholders/Pages 23-36
and Page 14 of this Report.
Item 9. Changes in and None.
Disagreements with
Accountants on
Accounting and
Financial Disclosure.
PART III Item 10.Directors and Registrant's Proxy
and Executive Statements dated February
Officers 15, 1995/Pages 3-9.
of the Registrant.
Item 11.Executive Registrant's Proxy
Compensation. Statement dated February
15, 1995/Pages 9-18.
Item 12.Security Ownership Registrant's Proxy
of Certain Statement dated February
Owners and Management.15, 1995/Pages 4-7.
Item 13.Certain Relationships Registrant's Proxy
and Related Statement dated February
Transactions. 15, 1995/Page 7.
PART IV Item 14.Exhibits, Financial See Exhibit Index pages 15
Statement Schedules and 16 and the Table of
and Reports on Form Contents at page 13 of
8-K. this Report.
McCORMICK & COMPANY, INCORPORATED
TABLE OF CONTENTS
AND RELATED INFORMATION
Included in the Company's 1994 Annual Report to Stockholders, the
following consolidated financial statements are
incorporated by reference in Item 8*:
Consolidated Balance Sheets, November 30, 1994 and 1993
Consolidated Statements of Income for the Years Ended November 30,
1994, 1993 and 1992
Consolidated Statements of Shareholders Equity for the Years Ended
November 30, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the Years Ended November
30, 1994, 1993 and 1992
Notes to Consolidated Financial Statements, November 30, 1994
Report of Independent Auditors
Included in Part IV of This Annual Report:
Supplemental Financial Schedules:
VIII - Valuation and Qualifying Accounts
Schedules other than those listed above are omitted because of the
absence of the conditions under which they are required or because
the information called for is included in the consolidated
financial statements or notes thereto.
*Pursuant to Rule 12b-23 issued by the Commission under the
Securities Exchange Act of 1934, as amended, a copy of the 1994
Annual Report to Stockholders of the Registrant for its fiscal
year ended November 30, 1994 accompanies this Annual Report Form
10-K.
Exhibit Index
Item 601
Exhibit
Number Reference or Page
(2) Plan of acquisition,
reorganization, arrangement,
liquidation or succession Not applicable.
(3) Articles of Incorporation and
By-Laws
Restatement of Charter of Incorporated by reference
McCormick & Company, from Registrant's Report
Incorporated dated April 16, on Form 10-K for the
1990. fiscal year of 1990
as filed with the Securities
and Exchange Commission on
February 18, 1991.
By-laws of McCormick & Incorporated by reference from
Company, Incorporated - Registrant's Report on Form
Restated and Amended as of 10-K for the fiscal year of 1989
September 21, 1987. as filed with the Securities
and Exchange Commission on
February 20, 1990.
(4) Instruments defining the With respect to rights of
rights of security holders, holders of equity securities,
Including indentures. see Exhibit 3 (Restatement of
Charter). 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
such instrument upon request of
the Commission.
(9) Voting Trust Agreement. Not applicable.
(10) Material contracts. 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. Stock
option plans, in which
directors, officers and certain
other management employees
participate, are described in
the Registrant's S-8
Registration Statements Nos.
2-96166, 33-33725 and 33-39582
filed with the Securities and
Exchange Commission on March 1,
1985, March 2, 1990 and
March 25, 1991 respectively,
which statements are
incorporated by reference.
(11) Statement re computation of Page 17 of this Report on
per share earnings. Form 10-K.
(12) Statements re computation Pages 15-19 of Exhibit 13.
of ratios.
(13) Annual Report to Security Holders
McCormick & Company, Bound separately with
Incorporated Annual Report separately numbered pages.
to Stockholders for 1993.
(16) Letter re change in certifying Not applicable.
accountant.
(18) Letter re change in accounting Not applicable.
principles.
(21) Subsidiaries of the Registrant Page 39 of Exhibit 13.
(22) Published report regarding Not applicable.
matters submitted to vote of
securities holders
(23) Consent of independent Page 18 of this Report on
auditors Form 10-K.
(24) Power of attorney Not applicable.
(27) Financial Data Schedule Not applicable.
(28) Information from reports Not applicable.
to state insurance regulatory
authorities
(99) Additional exhibits Registrant's definitive Proxy
Statement dated February 15, 1995
Exhibit 23 -- Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report
(Form 10-K) of McCormick & Company, Incorporated and subsidiaries
of our report dated January 16, 1995, included in the 1994 Annual
Report to Shareholders of McCormick & Company, Incorporated.
Our audits also included the financial statement schedules of
McCormick & Company, Incorporated and subsidiaries listed in Item
14)a). These schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedules
referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
We also consent to the incorporation by reference in the following
Registration Statements of McCormick & Company, Incorporated and
subsidiaries and in the related Prospectuses (if applicable) of our
report dated January 16, 1995, with respect to the consolidated
financial statements and schedules of McCormick & Company,
Incorporated and subsidiaries included in the 1994 Annual Report to
Shareholders and incorporated by reference in this Annual Report
(Form 10-K) for the year ended November 30, 1994.
Form Registration Number Date Filed
S-3 33-66614 7/23/93
s-8 33-59842 3/19/93
S-3 33-40920 5/29/91
S-8 33-33724 3/2/90
S-8 33-33725 3/2/90
S-3 33-32712 12/1/89
S-8 33-24660 10/7/88
S-8 33-24658 9/15/88
S-8 2-96166 3/1/85
Ernst & Young
Baltimore, Maryland
February 20, 1995