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, 1999 Commission file number 0-748
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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. /X/
The aggregate market value of the voting stock held by non-affiliates of the
registrant at January 31, 2000............ $ 166,065,781
The aggregate market value of the non-voting stock held by non-affiliates of the
registrant at January 31, 2000............ $1,578,781,634
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 9,116,850 January 31, 2000
Common Stock Non-Voting 60,079,720 January 31, 2000
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT PART OF 10-K INTO WHICH INCORPORATED
Registrant's 1999 Annual Report to Stockholders..... Part I, Part II, Part IV
Registrant's Proxy Statement dated February 15, 2000... 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, and the "Schwartz" brand in the U.K. 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 12 of the Notes to Consolidated Financial Statements on pages
35 and 36 of the Registrant's Annual Report to Stockholders for 1999, which is
incorporated by reference. Additional financial information about the
Registrant's business segments is incorporated by reference from "Management's
Discussion and Analysis" on pages 18 through 20 of the Annual Report to
Stockholders for 1999.
The Registrant's Annual Report to Stockholders for 1999, which is
enclosed as Exhibit 13, contains a description of the business in the "Report on
Operations" on pages 7 through 17, which is incorporated by reference. Unless
otherwise indicated, all references to amounts in this Report or in the
Registrant's Annual Report to Stockholders for 1999 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 1999.
Sales to the Registrant's five largest customers represented approximately 21%
of consolidated net sales. In the Registrant's industrial segment, three
customers represented approximately one-third 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" and "Club House" 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 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 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
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
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 4 of the Notes
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to Consolidated Financial Statements on page 31 of the Registrant's Annual
Report to Stockholders for 1999, which is incorporated by reference, and the
"Financial Condition" section of "Management's Discussion and Analysis" on pages
20 and 21 of the Registrant's Annual Report to Stockholders for 1999, which is
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 7 through 15 of the "Report on Operations" in the Registrant's Annual
Report to Stockholders for 1999, which is 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 1999,
1998 and 1997 were approximately $42.8 million, $38.9 million and $37.7 million,
respectively. Of these amounts, expenditures for research and development
amounted to $21.4 million in 1999, $16.9 million in 1998 and $16.1 million in
1997. 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 1999 and there are no material expenditures planned for such
purposes in 2000.
EMPLOYEES
The Registrant had on average approximately 7,300 employees during
1999.
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 1999 was from international
operations.
For additional information, see Note 12 of the Notes to Consolidated
Financial Statements on pages 35 and 36 of the Registrant's Annual Report to
Stockholders for 1999, which is incorporated by reference, and the "Market Risk
Sensitivity" section of "Management's Discussion and Analysis" on pages 22
through 23 of the Registrant's Annual Report to Stockholders for 1999, which is
incorporated by reference.
FORWARD-LOOKING INFORMATION
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For a discussion of forward-looking information, see the
"Forward-Looking Information" section of "Management's Discussion and Analysis"
on page 24 of the Registrant's Annual Report to Stockholders for 1999, which 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 Cranbury, New Jersey and
Sydney, Australia facilities:
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
Cranbury, New Jersey - packaging
Canada
London, Ontario - consumer and industrial
Mississauga, Ontario - industrial
United Kingdom
Haddenham, England - consumer and industrial
Paisley, Scotland - industrial
Australia
Melbourne - consumer and industrial
Sydney - consumer and industrial
China
Shanghai - consumer and industrial
Guangzhou - industrial
In addition to distribution facilities and warehouse space available at
its manufacturing facilities, the Registrant leases a regional distribution
facility in Belcamp, Maryland. 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.
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ITEM 3. LEGAL PROCEEDINGS
As previously reported by the Registrant, the Federal Trade Commission
initiated an investigation of certain sales and marketing practices of the
Registrant's retail division in 1996 pursuant to Section 5 of the Federal Trade
Commission Act. During the course of the investigation, the Commission Staff
reviewed more than 2,200 contracts between the Registrant and its retail
customers. At the conclusion of the investigation, the Commission Staff asserted
that the Registrant had not satisfied the "meeting competition" defense of the
Robinson-Patman Act in connection with three contracts which were negotiated in
1994 and 1995. The Staff recommended that the Commission file an administrative
complaint against the Registrant based on those findings.
The Registrant has signed a settlement agreement negotiated with the
Commission Staff. The agreement provides that the Registrant will not violate
Section 2(a) of the Robinson-Patman Act, which relates to price discrimination,
and that it will document for a period of ten years all information on which it
bases its "meeting competition" defense under Section 2(b) of the Act. The
agreement does not constitute an admission by the Registrant that the law has
been violated and has no adverse financial impact on the Registrant. The
agreement is subject to acceptance by the Commission.
The settlement agreement will not affect the ability of the Registrant
to compete for business in the future nor will it have any impact on the
Registrant's relationships with its customers. The Registrant plans to make some
adjustments to its internal record-keeping procedures, but these adjustments
will not affect the way in which the Registrant markets and sells its products.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of Registrant's
fiscal year 1999 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 14 of the Notes to Consolidated
Financial Statements on page 36 of the Registrant's Annual Report to
Stockholders for 1999, which 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, 2000 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
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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 38 of the Registrant's
Annual Report to Stockholders for 1999, which is incorporated by reference.
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 18 through 24 of the Registrant's Annual Report to Stockholders for
1999, which is 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 22 through 23 of the
Registrant's Annual Report to Stockholders for 1999, which is incorporated by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are included on pages
25 through 36 of the Registrant's Annual Report to Stockholders for 1999, which
pages are incorporated by reference. The Report of Independent Auditors from
Ernst & Young LLP on such financial statements is included on page 37 of the
Registrant's Annual Report to Stockholders for 1999, which page is incorporated
by reference. The supplemental schedule for 1997, 1998 and 1999 is included on
page 12 of this Report on Form 10-K.
The unaudited quarterly data is included in Note 14 of the Notes to
Consolidated Financial Statements on page 36 of the Registrant's Annual Report
to Stockholders for 1999, which 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, 2000, which sets forth the information
required by this Item in the "Election of Directors" section on pages 3 through
6, which are incorporated by reference. In addition to the executive officers
and directors discussed in the Proxy Statement, J. Allan Anderson, 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 53 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.
7
Mr. Kelly is 44 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 47 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 52 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 39 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, 2000, 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, 2000, which sets forth the information
required by this Item on pages 4 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, 2000, 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 11 of this
Report.
8
2. The financial statement schedules required by Item 8 of
this Form 10-K which are listed in the Table of Contents
appearing on page 11 of this Report.
3. The exhibits which 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 13 and 14 of
this Report.
(b) The Registrant filed no reports during the last quarter of its
fiscal year 1999 on Form 8-K.
9
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 & Chief Executive Officer February 21, 2000
Robert J. Lawless
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 & Chief Executive Officer February 21, 2000
Robert J. Lawless
Principal Financial Officer:
/s/ Francis A. Contino Executive Vice President & Chief Financial Officer February 21,2000
Francis A. Contino
Principal Accounting Officer:
s/ Kenneth A. Kelly, Jr. Vice President & Controller February 21, 2000
Kenneth A. Kelly, Jr.
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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/ James T. Brady February 21, 2000
James T. Brady
/s/ Francis A. Contino February 21, 2000
Francis A. Contino
/s/ Robert G. Davey February 21, 2000
Robert G. Davey
/s/ Edward S. Dunn, Jr. February 21, 2000
Edward S. Dunn, Jr.
/s/ Freeman A. Hrabowski, III February 21, 2000
Freeman A. Hrabowski, III
/s/ Robert J. Lawless February 21, 2000
Robert J. Lawless
/s/ Carroll D. Nordhoff February 21, 2000
Carroll D. Nordhoff
/s/ Robert W. Schroeder February 21, 2000
Robert W. Schroeder
/s/ William E. Stevens February 21, 2000
William E. Stevens
/s/ Karen D. Weatherholtz February 21, 2000
Karen D. Weatherholtz
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MCCORMICK & COMPANY, INCORPORATED
TABLE OF CONTENTS AND RELATED INFORMATION
Included in the Registrant's 1999 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, 1999,
1998 and 1997
Consolidated Balance Sheet, November 30, 1999 and 1998
Consolidated Statement of Cash Flows for the Years Ended November 30,
1999, 1998 and 1997
Consolidated Statement of Shareholders' Equity for the Years Ended
November 30, 1999, 1998 and 1997
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 1999 ANNUAL REPORT TO STOCKHOLDERS OF THE
REGISTRANT FOR ITS FISCAL YEAR ENDED NOVEMBER 30, 1999 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, 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
Year ended November 30, 1997 $3.5 $1.0 $0.8 (1) $3.7
Allowance for doubtful receivables
Note:
(1) Accounts written off net of recoveries.
13
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 the
dated April 1, 1992 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
14
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
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, a copy
of which was 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.
(11) Statement re computation of per-share earnings. Not applicable.
(12) Statements re computation of ratios. Pages 20 and 21 of Exhibit 13.
(13) Annual Report to Security Holders
McCormick & Company, Incorporated Submitted in electronic format.
Annual Report to Stockholders for 1999
(16) Letter re change in certifying Not applicable.
accountant
(18) Letter re change in accounting principles Not applicable.
(21) Subsidiaries of the Registrant Page 39 of Exhibit 13.
(22) Published report regarding matters Not applicable.
submitted to vote of securities holders
(23) Consent of independent auditors Page 15 of this Report on Form 10-K.
(24) Power of attorney Not applicable.
(27) Financial Data Schedule Submitted in electronic format only.
(99) Additional exhibits Registrant's definitive Proxy Statement dated
February 15, 2000
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