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UNITED STATES.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended NOVEMBER 30, 2000 Commission file number 0-748
----------------- -----
MCCORMICK & COMPANY, INCORPORATED
Maryland 52-0408290
(State of incorporation) (IRS 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: 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. | |
The aggregate market value of the voting stock held by
non-affiliates of the registrant at January 31, 2001...............$ 202,142,762
The aggregate market value of the non-voting stock held by
non-affiliates of the registrant at January 31, 2001 ............ $2,186,244,219
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
CLASS NUMBER OF SHARES OUTSTANDING DATE
Common Stock 8,175,191 January 31, 2001
Common Stock Non-Voting 60,338,346 January 31, 2001
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT PART OF 10-K INTO WHICH INCORPORATED
Registrant's 2000 Annual Report to Stockholders ............................. Part I, Part II, Part IV
Registrant's Proxy Statement dated February 15, 2001 ........................ Part III
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 a global
leader in the manufacture, marketing and distribution of spices, herbs,
seasonings, flavorings and other specialty food products to the entire food
industry. The Registrant also, through subsidiary corporations, manufactures and
markets specialty plastic bottles and tubes for food, personal care and other
industries. The Registrant was formed in 1915 under Maryland law as the
successor to a business established in 1889.
The Registrant operates in three business segments: consumer;
industrial; and packaging. The consumer segment sells spices, herbs, extracts,
proprietary seasoning blends, sauces and marinades to the consumer food market
under a variety of brands, including the "McCormick" brand, and the "Club House"
brand in Canada, the "Schwartz" brand in the U.K. and the "Ducros" brand in
Europe. The industrial segment sells spices, herbs, extracts, proprietary
seasonings, condiments, coatings and compound flavors to food processors,
restaurant chains, distributors, warehouse clubs and institutional operations.
The packaging segment sells plastic packaging products to the food, personal
care and other industries, primarily in the U.S. See Note 13 of the Notes to
Consolidated Financial Statements on pages 39 and 40 of the Registrant's Annual
Report to Stockholders for 2000, which pages are incorporated by reference.
Additional financial information about the Registrant's business segments is
incorporated by reference from "Management's Discussion and Analysis" on pages
22 through 26 of the Annual Report to Stockholders for 2000, which pages are
incorporated by reference.
The Registrant's Annual Report to Stockholders for 2000, which is
enclosed as Exhibit 13, contains a description of the business in the "Report on
Operations" on pages 10 through 19, which pages are incorporated by reference.
Unless otherwise indicated, all references to amounts in this Report or in the
Registrant's Annual Report to Stockholders for 2000 are amounts from continuing
operations.
RAW MATERIALS
Many of the spices and herbs purchased by the Registrant are imported
into the U.S. from the country of origin, although significant quantities of
some materials, such as paprika, dehydrated vegetables, onion and garlic, and
food ingredients other than spices and herbs, originate in the U.S. The
Registrant is a direct importer of certain raw materials, mainly black pepper,
vanilla beans, cinnamon, herbs and seeds from the countries of origin. In
addition, the Registrant also purchases cheese and dairy powders from U.S.
sources for use in many industrial products.
The raw materials most important to the Registrant are cheese and dairy
powders, black pepper, onion, garlic and capsicums (paprika and chili peppers)
and vanilla beans. The Registrant is not aware of any restrictions or other
factors that would have a material adverse effect on the availability of these
raw materials. Because the raw materials are agricultural products, the
Registrant uses a combination of open market purchases and advance purchase
commitments, most of which are short-term in nature, to minimize volatility in
price and uncertainty of supply.
Substantially all of the raw materials used in the packaging segment
originate in the U.S.
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CUSTOMERS
The Registrant's products are sold through its own sales organization,
brokers and distributors. In the consumer segment, these products are generally
resold to consumers through grocery, mass merchandise, drug and other retail
outlets. In the industrial segment, these products are used by food and beverage
manufacturers as ingredients for their finished goods and by foodservice
customers to enhance the flavor of their foods. In the packaging segment,
plastic bottles and tubes are sold to pharmaceutical, cosmetics and other
companies in the personal care industry as well as to the food industry.
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 2000.
Sales to the Registrant's five largest customers represented approximately 25%
of consolidated net sales. In the Registrant's industrial segment, the top three
customers represented less than 20% of net sales.
The dollar amount of backlog orders of the Registrant's business is not
material to an understanding of the Registrant's business, taken as a whole. 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.
TRADEMARKS, LICENSES AND PATENTS
The Registrant owns a number of trademark registrations. Although in
aggregate these trademarks may be material to the Registrant's business, the
loss of any one of those trademarks, with the exception of the Registrant's
"McCormick," "Schwartz," "Club House" and "Ducros" trademarks, would not have a
material adverse effect on the Registrant's business. The "McCormick" trademark
is extensively used by the Registrant in connection with the sale of virtually
all of the Registrant's food products worldwide, with the exception of Canada,
Europe and the U.K. 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 affiliated and non-affiliated entities.
In the aggregate, the loss of license agreements with non-affiliated entities
would not have a material adverse effect on the Registrant's business. The term
of the license agreements is 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
Due to seasonal factors inherent in the business, the Registrant's
sales and income are lower in the first two quarters of the fiscal year and
increase in the third and fourth quarters. The seasonality reflects customer and
consumer buying patterns, primarily in the consumer segment.
WORKING CAPITAL
In order to meet increased demand for its products during its fourth
quarter, the Registrant usually builds its inventories during the third quarter.
The Registrant generally finances working capital items (inventory and
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receivables) through short-term borrowings, which include the use of lines of
credit and the issuance of commercial paper. For a description of the
Registrant's liquidity and capital resources, see Note 5 of the Notes to
Consolidated Financial Statements on page 35 of the Registrant's Annual Report
to Stockholders for 2000, which page is incorporated by reference, and the
"Financial Condition" section of "Management's Discussion and Analysis" on pages
25 and 26 of the Registrant's Annual Report to Stockholders for 2000, which
pages are incorporated by reference.
COMPETITION
The Registrant is a global leader in the manufacture and sale of
spices, herbs, extracts, seasonings and flavorings and competes in a geographic
market that is international and highly competitive. For further discussion, see
pages 11, 15 and 17 in the Registrant's Annual Report to Stockholders for 2000,
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 2000,
1999 and 1998 were approximately $48.4 million, $42.8 million and $38.9 million,
respectively. Of these amounts, expenditures for research and development
amounted to $24.9 million in 2000, $21.4 million in 1999 and $16.9 million in
1998. 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. There were no material capital expenditures for environmental control
facilities in 2000 and there are no material expenditures planned for such
purposes in 2001.
EMPLOYEES
The Registrant had on average approximately 7,600 employees during
2000. The Registrant believes its relationship with employees to be very good.
The Registrant has no collective bargaining contracts in the United States and
seven agreements affecting approximately 450 employees in its foreign
subsidiaries.
INTERNATIONAL OPERATIONS
The Registrant is subject in varying degrees to certain risks typically
associated with a global business, such as local economic and market conditions,
exchange and price controls, restrictions on investments, royalties and
dividends and exchange rate fluctuations. Within the consumer and industrial
segments, approximately one-third of net sales in 2000 was from international
operations.
For additional information, see Note 13 of the Notes to Consolidated
Financial Statements on pages 39 and 40 of the Registrant's Annual Report to
Stockholders for 2000, which pages are incorporated by reference, and the
"Market Risk Sensitivity" section of "Management's Discussion and Analysis"
on pages 27 and 28 of the Registrant's Annual Report to Stockholders for
2000, which pages are incorporated by reference.
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FORWARD-LOOKING INFORMATION
For a discussion of forward-looking information, see the
"Forward-Looking Information" section of "Management's Discussion and Analysis"
on page 28 of the Registrant's Annual Report to Stockholders for 2000, which
page is incorporated by reference.
ITEM 2. PROPERTIES
The Registrant's principal executive offices and main research
facilities are owned and located in suburban Baltimore, Maryland.
The following is a list of the Registrant's principal manufacturing
properties, all of which are owned except for the facilities in Monroe Township,
New Jersey, Sydney, Australia and one of the facilities in Melbourne, Australia:
United States
Hunt Valley, Maryland - consumer and industrial (5 principal
plants)
Salinas, California - consumer and industrial
Commerce, California - consumer
Dallas, Texas - industrial
Atlanta, Georgia - industrial
South Bend, Indiana - industrial
Anaheim, California - packaging
Oxnard, California - packaging
Easthampton, Massachusetts - packaging
Monroe Township, New Jersey - packaging
Canada
London, Ontario - consumer and industrial
Mississauga, Ontario - industrial
United Kingdom
Haddenham, England - consumer and industrial
Paisley, Scotland - industrial
France
Carpentras - consumer
Monteaux - consumer
Australia
Melbourne - consumer and industrial (2 principal plants)
Sydney - consumer and industrial
China
Shanghai - consumer and industrial
Guangzhou - industrial
5
In addition to distribution facilities and warehouse space available at
its manufacturing facilities, the Registrant leases regional distribution
facilities in Belcamp, Maryland and Salinas, California. The Registrant also
owns or leases several other properties used for manufacturing consumer and
industrial products and for sales, distribution and administrative functions.
The Registrant's plants and principal properties are well maintained
and adequate to support the current operations of the business and certain
additional growth.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of Registrant's
fiscal year 2000 to a vote of security holders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registrant has disclosed in Note 15 of the Notes to Consolidated
Financial Statements on page 40 of the Registrant's Annual Report to
Stockholders for 2000, which page is incorporated by reference, the information
relating to the market price and dividends paid on Registrant's common stocks.
The Registrant's non-voting common stock is listed and traded on the
New York Stock Exchange, and its voting common stock is traded over-the-counter.
The approximate number of holders of common stock of the Registrant based on
record ownership as of January 31, 2001 was as follows:
Approximate Number
Title of Class of Record Holders
-------------- -----------------
Common Stock, no par value 2,000
Common Stock Non-Voting, no par value 9,000
ITEM 6. SELECTED FINANCIAL DATA
This information is set forth on the line items entitled "Net sales,"
"Net income-continuing operations," "Earnings per share - assuming dilution -
continuing operations," "Common dividends declared," "Long-term debt" and "Total
assets" in the "Historical Financial Summary" on page 42 of the Registrant's
Annual Report to Stockholders for 2000, which line items are incorporated by
reference.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This information is set forth in "Management's Discussion and Analysis"
on pages 22 through 26 of the Registrant's Annual Report to Stockholders for
2000, which pages are incorporated by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MATERIAL RISK
This information is set forth in the "Market Risk Sensitivity" section
of "Management's Discussion and Analysis" on pages 27 and 28 of the Registrant's
Annual Report to Stockholders for 2000, which pages are incorporated by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are included on pages
29 through 40 of the Registrant's Annual Report to Stockholders for 2000, which
pages are incorporated by reference. The Report of Independent Auditors from
Ernst & Young LLP on such financial statements is included on page 41 of the
Registrant's Annual Report to Stockholders for 2000, which page is incorporated
by reference. The supplemental schedule for 1998, 1999 and 2000 is included on
page 13 of this Report on Form 10-K.
The unaudited quarterly data is included in Note 15 of the Notes to
Consolidated Financial Statements on page 40 of the Registrant's Annual Report
to Stockholders for 2000, which page is incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
The Registrant has filed with the Commission a definitive copy of its
Proxy Statement dated February 15, 2001, which sets forth the information
required by this Item in the "Election of Directors" section on pages 3 through
7, which pages are incorporated by reference and in the "Section 16(a)
Beneficial Ownership Reporting Requirements" section on page 17, which page is
incorporated by reference. In addition to the executive officers and directors
discussed in the Proxy Statement, J. Allan Anderson, H. Grey Goode, Jr., Kenneth
A. Kelly, Jr., Christopher J. Kurtzman, Robert W. Skelton and Gordon M. Stetz,
Jr. are also executive officers of the Registrant.
Mr. Anderson is 54 years old and has had the following work experience
during the last five years: 2/00 to present - Senior Vice President; 1/92 to
2/00 - Vice President and Controller.
Mr. Goode is 52 years old and has had the following work experience
during the last five years: 1/01 to present - Vice President-Tax; 9/96 to 01/01
- - Director of Tax.
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Mr. Kelly is 46 years old and has had the following work experience
during the last five years: 2/00 to present - Vice President and Controller;
7/97 to 2/00 - Vice President of Finance and Administration/McCormick Schilling
Division; 3/96 to 7/97 - Director of Corporate Accounting; 10/94 to 3/96 -
Assistant Corporate Controller, United Technologies Corporation.
Mr. Kurtzman is 48 years old and has had the following work experience
during the last five years: 2/96 to present - Vice President and Treasurer; 5/94
to 2/96 - Assistant Treasurer-Domestic.
Mr. Skelton is 53 years old and has had the following work experience
during the last five years: 6/97 to present - Vice President, General Counsel
and Secretary; 4/96 to 6/97 - Vice President and General Counsel; 1/84 to 4/96 -
Assistant Secretary and Associate General Counsel.
Mr. Stetz is 40 years old and has had the following work experience
during the last five years: 6/98 to present - Vice President, Acquisitions and
Financial Planning; 2/95 to 6/98 - Assistant Treasurer, Investor
Relations/Financial Services.
ITEM 11. EXECUTIVE COMPENSATION
The Registrant has filed with the Commission a definitive copy of its
Proxy Statement dated February 15, 2001, which sets forth the information
required by this Item on pages 7 through 15, 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, 2001, which sets forth the information
required by this Item on pages 2 through 6, 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, 2001, 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 12 of this
Report.
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2. The financial statement schedules required by Item 8 of
this Form 10-K that are listed in the Table of Contents
appearing on page 12 of this Report.
3. The exhibits that are filed as a part of this Form 10-K
and required by Item 601 of Regulation S-K are listed
on the accompanying Exhibit Index at pages 14 through
16 of this Report.
(b) The Registrant filed a report on Form 8-K on September 15,
2000, which was amended to include the required financial
statements on November 14, 2000, reporting the acquisition
of Ducros S.A.S.
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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/ Robert J. Lawless Chairman, President January 23, 2001
Robert J. Lawless & Chief Executive Officer
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/ Robert J. Lawless Chairman, President January 23, 2001
Robert J. Lawless & Chief Executive Officer
Principal Financial Officer:
/s/ Francis A. Contino Executive Vice President January 23, 2001
Francis A. Contino & Chief Financial Officer
Principal Accounting Officer:
/s/ Kenneth A. Kelly, Jr. Vice President & Controller January 23, 2001
Kenneth A. Kelly, Jr.
10
SIGNATURES
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/ Barry H. Beracha January 23, 2001
Barry H. Beracha
/s/ James T. Brady January 23, 2001
James T. Brady
/s/ Francis A. Contino January 23, 2001
Francis A. Contino
/s/ Robert G. Davey January 23, 2001
Robert G. Davey
/s/ Edward S. Dunn, Jr. January 23, 2001
Edward S. Dunn, Jr.
/s/ Freeman A. Hrabowski, III January 23, 2001
Freeman A. Hrabowski, III
/s/ Robert J. Lawless January 23, 2001
Robert J. Lawless
/s/ John C. Molan January 23, 2001
John C. Molan
/s/ Carroll D. Nordhoff January 23, 2001
Carroll D. Nordhoff
/s/ Robert W. Schroeder January 23, 2001
Robert W. Schroeder
/s/ William E. Stevens January 23, 2001
William E. Stevens
/s/ Karen D. Weatherholtz January 23, 2001
Karen D. Weatherholtz
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MCCORMICK & COMPANY, INCORPORATED
TABLE OF CONTENTS AND RELATED INFORMATION
Included in the Registrant's 2000 Annual Report to Stockholders, the following
consolidated financial statements are incorporated by reference in Item 8*:
Consolidated Statement of Income for the Years Ended November 30,
2000, 1999 & 1998
Consolidated Balance Sheet, November 30, 2000 & 1999
Consolidated Statement of Cash Flows for the Years Ended November 30,
2000, 1999 & 1998
Consolidated Statement of Shareholders' Equity for the Years Ended
November 30, 2000, 1999 & 1998
Notes to Consolidated Financial Statements
Report of Independent Auditors
Included in Part IV of this Annual Report:
Supplemental Financial Schedules:
II - 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 2000 ANNUAL REPORT TO STOCKHOLDERS OF THE
REGISTRANT FOR ITS FISCAL YEAR ENDED NOVEMBER 30, 2000 ACCOMPANIES THIS ANNUAL
REPORT ON FORM 10-K.
12
Supplemental Financial Schedule II
Consolidated
McCORMICK & COMPANY, INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)
- ----------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Balance Additions Deductions Balance
Description Beginning Costs and At End
of Year Expenses Of Year
- ----------------------------------------------------------------------------------------------------------------------------
Year ended November 30, 2000 $3.8 $6.5 (2) $3.7 (1) $6.6
Allowance for doubtful receivables
Year ended November 30, 1999 $4.0 $1.7 $1.9 (1) $3.8
Allowance for doubtful receivables
Year ended November 30, 1998 $3.7 $1.3 $1.0 (1) $4.0
Allowance for doubtful receivables
Notes:
(1) Accounts written off net of recoveries.
(2) Additions include allowances acquired in the Ducros acquisition.
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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 McCormick Incorporated by reference from Registration Form S-8,
& Company, Incorporated dated Registration No. 33-39582 as filed with the Securities
April 16, 1990 and Exchange Commission on March 25, 1991.
Articles of Amendment to Charter of Incorporated by reference from Registration Form S-8
McCormick & Company, Incorporated Registration Statement No. 33-59842 as filed with
dated April 1, 1992 the Securities and Exchange Commission on March 19, 1993.
By-laws of McCormick & Company, Incorporated by reference from Registrant's Form 10-Q
Incorporated - Restated and Amended for the quarter ended May 31, 1996 as filed with the
as of June 17, 1996 Securities and Exchange Commission on July 12, 1996.
(4) Instruments defining the rights of security With respect to rights of securities, see Exhibit 3
holders, including indentures (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
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 21, 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
14
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
Commission on February 17, 1998, which pages are incorporated by
reference.
vi) 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.
(vii) 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.
(viii) Stock Purchase Agreement among the Registrant, Eridania
Beghin-Say and Compagnie Francaise de Sucrerie - CFS, dated
August 31, 2000, which agreement is incorporated by reference
from Registrant's Report on Form 8-K, as filed with the
Securities and Exchange Commission on September 15, 2000, as
amended on Form 8-K/A filed with the Securities and Exchange
Commission on November 14, 2000.
(11) Statement re computation of per-share earnings Not applicable.
(12) Statements re computation of ratios Pages 25 and 26 of Exhibit 13.
(13) Annual Report to Security Holders
McCormick & Company, Incorporated Submitted in electronic format.
Annual Report to Stockholders for 2000
(16) Letter re change in certifying accountant Not applicable.
(18) Letter re change in accounting principles Not applicable.
(21) Subsidiaries of the Registrant Page 43 of Exhibit 13.
(22) Published report regarding matters Not applicable.
submitted to vote of securities holders
(23) Consent of independent auditors Page 17 of this Report on Form 10-K.
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(24) Power of attorney Not applicable.
(27) Financial Data Schedule Not required.
(99) Additional exhibits Registrant's definitive Proxy Statement dated
February 15, 2001
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