UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
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
The undersigned registrant hereby amends its annual report on Form 10-K for the
fiscal year ended December 31, 1999 as follows:
(a) Exhibit 13 (portions of the McCormick & Company, Incorporated Annual Report
to Stockholders for 1999) is deleted and is replaced with the attached Exhibit
13. Portions of the McCormick & Company, Incorporated Annual Report to
Stockholders for 1999 are incorporated by reference into Items 1, 5, 6, 7, 7A, 8
and 14 of the Form 10-K for the year ended December 31, 1999. All references in
such Items to the McCormick & Company, Incorporated Annual Report to
Stockholders for 1999 shall be deemed to be references to Exhibit 13 to this
Amendment No. 2 on Form 10-K/A.
The attached Exhibit 13 contains revisions made by the Company in response to
comments received from the SEC. These revisions consist solely of the
reclassification of the cumulative impact of changing the method of determining
the market-related value of pension plan assets of $4.8 million net of tax ($7.7
million pre-tax) from a special charge in the second quarter of 1999 to a
cumulative effect of accounting change in the first quarter of 1999. The
revisions do not affect net income, cash or cash flow nor do they negatively
affect the Company's current or future operations.
The effect on the company's consolidated statements of income is shown in the
following table:
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Year ended November 30, 1999
As
As Reported Reclass Reclassified
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(IN MILLIONS EXCEPT PER SHARE DATA)
Net sales $ 2,006.9 $ - $ 2,006.9
Cost of goods sold 1,289.7 - 1,289.7
Gross profit 717.2 - 717.2
Selling, general and administrative expense 522.3 - 522.3
Special charges (credits) 18.0 7.7 25.7
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Operating income 176.9 (7.7) 169.2
Interest expense 32.4 - 32.4
Other (income) expense, net (5.5) - (5.5)
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Income from consolidated continuing operations before
income taxes 150.0 (7.7) 142.3
Income taxes 60.1 (2.9) 57.2
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Net income from consolidated continuing operations 89.9 (4.8) 85.1
Income from unconsolidated operations 13.4 - 13.4
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Net income from continuing operations 103.3 (4.8) 98.5
Cumulative effect of accounting change, net of income
taxes of $2.9 - 4.8 4.8
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Net income $ 103.3 $ - $ 103.3
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Earnings per common share - basic
Continuing operations $ 1.45 $ (.07) $ 1.38
Cumulative effect of accounting change - .07 .07
===============================================
Total earnings per share - basic $ 1.45 $ - $ 1.45
===============================================
Earnings per common share - assuming dilution
Continuing operations $ 1.43 $ (.07) $ 1.36
Cumulative effect of accounting change - .07 .07
===============================================
Total earnings per share - assuming dilution $ 1.43 $ - $ 1.43
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The following portions of the McCormick & Company, Incorporated Annual Report to
Stockholders for 1999 have been revised to reflect the reclassification:
(1) Report on Operations
(2) Management's Discussion and Analysis
(3) Consolidated Statement of Income
(4) Consolidated Statement of Cash Flows
(5) Note 2. Special Charges, Accounting Change and Discontinued Operations
(6) Note 8. Income Taxes
(7) Note 12. Business Segments and Geographic Areas
(8) Note 14. Selected Quarterly Data (Unaudited)
(9) Report of Independent Auditors to the Shareholders
(10) Historical Financial Summary
(b) The letter re the preferability of change in accounting principle is filed
as Exhibit 18.
(c) Revised Financial Data Schedule for the year ended December 31, 1999 is
filed as Exhibits 27.1.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
McCORMICK & COMPANY, INCORPORATED
Date: January 22, 2001 BY: /s/ Kenneth A. Kelly, Jr.
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Kenneth A. Kelly, Jr.
Vice President & Controller
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Exhibit Index
Exhibit No. Description
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13 Portions of the Annual Report to Stockholders of the registrant for the year ended
December 31, 1999
18 Letter re change in accounting principle
23 Consent of Ernst & Young LLP, Independent Auditors
27.1 Revised Financial Data Schedule for the year ended December 31, 1999