SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended February 28, 2001 Commission File Number 0-748
-------------------- ------
McCORMICK & COMPANY, INCORPORATED
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 52-0408290
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 Loveton Circle, P. O. Box 6000, Sparks, MD 21152-6000
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 771-7301
---------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes X No
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
March 31, 2001
--------------
Common Stock 8,125,967
Common Stock Non-Voting 60,702,447
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
McCORMICK & COMPANY, INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(in thousands except per share amounts)
Three Months Ended
Feb. 28, Feb. 29,
2001 2000
---- ----
Net sales $533,504 $462,403
Cost of goods sold 325,009 298,571
--------- ---------
Gross profit 208,495 163,832
Selling, general and
administrative expense 163,556 127,745
--------- ---------
Operating income 44,939 36,087
Interest expense 14,287 7,406
Other (income) expense (973) 140
--------- ---------
Income before income taxes 31,625 28,541
Income taxes 10,468 10,189
--------- ---------
Net income from consolidated
operations 21,157 18,352
Income from unconsolidated
operations 6,079 6,065
Minority interest (650) 0
--------- ---------
Net income $ 26,586 $ 24,417
======== ========
Earnings per common share -
basic $0.39 $0.35
======== ========
Earnings per common share -
assuming dilution $0.38 $0.35
======== ========
Cash dividends declared per
common share $0.20 $0.19
======== ========
See notes to condensed consolidated financial statements.
(1)
McCORMICK & COMPANY, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
Feb. 28, Feb. 29, Nov. 30,
2001 2000 2000
----------- ----------- ----
(Unaudited) (Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 31,292 $ 24,009 $ 23,890
Accounts receivable, net 264,118 180,622 303,340
Inventories
Raw materials and supplies 126,396 99,844 120,556
Finished products and work-in process 158,560 147,472 153,483
---------- ---------- ----------
284,956 247,316 274,039
Other current assets 20,672 31,041 18,806
---------- ---------- ----------
Total current assets 601,038 482,988 620,075
---------- ---------- ----------
Property, plant and equipment 802,266 746,426 780,000
Less: Accumulated depreciation (420,500) (384,070) (407,001)
---------- ---------- ----------
Total property, plant and equipment, net 381,766 362,356 372,999
---------- ---------- ----------
Intangible assets, net 473,439 144,189 453,038
Prepaid allowances 116,260 123,524 96,072
Investments and other assets 116,623 87,238 117,756
---------- ---------- ----------
Total assets $1,689,126 $1,200,295 $1,659,940
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $252,947 $180,550 $473,132
Current portion of long-term debt 82,986 7,622 78,829
Trade accounts payable 162,242 142,365 185,256
Other accrued liabilities 236,668 179,516 289,939
---------- ---------- ----------
Total current liabilities 734,843 510,053 1,027,156
---------- ---------- ----------
Long-term debt 454,022 239,871 160,192
Other long-term liabilities 102,115 96,233 101,971
---------- ---------- ----------
Total liabilities 1,290,980 846,157 1,289,319
---------- ---------- ----------
Minority Interest 12,480 759 11,278
Shareholders' Equity
Common stock 55,119 50,472 49,824
Common stock non-voting 128,706 121,424 125,522
Retained earnings 270,904 215,501 263,262
Other comprehensive income (69,063) (34,018) (79,265)
---------- ---------- ----------
Total shareholders' equity 385,666 353,379 359,343
---------- ---------- ----------
Total liabilities and shareholders' equity $1,689,126 $1,200,295 $1,659,940
========== ========== ==========
See notes to condensed consolidated financial statements.
(2)
McCORMICK & COMPANY, INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(in thousands)
Three Months Ended
Feb. 28, Feb. 29,
2001 2000
---- ----
Operating activities
Net income $ 26,586 $ 24,417
Adjustments to reconcile net income to net cash
(used in) provided by operating activities
Depreciation and amortization 17,285 14,464
Income from unconsolidated operations (6,079) (6,065)
Minority interest 650 0
Changes in operating assets and liabilities (84,368) (38,664)
Dividends from unconsolidated affiliates 6,662 3,127
Other 17 153
-------- --------
Net cash used in operating activities (39,247) (2,568)
-------- --------
Investing activities
Capital expenditures (21,148) (12,334)
Acquisitions of businesses 0 (3,065)
Other 399 139
-------- --------
Net cash used in investing activities (20,749) (15,260)
-------- --------
Financing activities
Short-term borrowings, net (220,175) 84,517
Long-term debt borrowings 297,987 0
Long-term debt repayments 0 (888)
Common stock issued 9,394 104
Common stock acquired by purchase (6,168) (40,398)
Dividends paid (13,693) (13,205)
-------- --------
Net cash provided by financing activities 67,345 30,130
-------- --------
Effect of exchange rate changes on cash and cash equivalents 53 (254)
-------- --------
Increase in cash and cash equivalents 7,402 12,048
Cash and cash equivalents at beginning of period 23,890 11,961
-------- --------
Cash and cash equivalents at end of period $ 31,292 $ 24,009
======== ========
See notes to condensed consolidated financial statements.
(3)
McCORMICK & COMPANY, INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
the information and notes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the
accompanying condensed consolidated financial statements contain all adjustments
necessary to present fairly the financial position and the results of operations
for the interim periods.
The results of consolidated operations for the three month period ended February
28, 2001 are not necessarily indicative of the results to be expected for the
full year. Historically, the Company's consolidated sales and net income are
lower in the first half of the fiscal year and increase in the second half.
For further information, refer to the consolidated financial statements and
notes included in the Company's Annual Report on Form 10-K for the year ended
November 30, 2000.
ACCOUNTING AND DISCLOSURE CHANGES
In December, 1999 the Securities and Exchange Commission (SEC) released Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." The effective date of this bulletin has been deferred by the SEC
until the fourth quarter of fiscal years beginning after December 15, 1999, and
accordingly will be adopted by the Company in the fiscal year ending November
30, 2001. The Company is still researching this issue and does not have a firm
conclusion or quantification at this time. If there is an effect of adopting
this bulletin, it will be recorded as a cumulative effect of an accounting
change.
In addition, the Company will be required to reclassify certain shipping and
handling costs billed to customers as sales in accordance with EITF 00-10 and to
reclassify certain marketing expenses as a reduction of sales in accordance with
EITF 00-14. These reclassifications will not impact net income.
RECLASSIFICATIONS
In the fourth quarter of 2000, the Company reclassified goodwill amortization
expense from other (income) expense to selling, general and administrative
expense. All prior period financial information has been reclassified to conform
to the current presentation. Goodwill amortization expense for the first quarter
of 2001 and 2000 was $3.3 million and $1.3 million, respectively.
(4)
2. EARNINGS PER SHARE
The following table sets forth the reconciliation of shares outstanding:
Three Months Ended
Feb. 28, Feb. 29,
2001 2000
---- ----
(in thousands)
Average shares outstanding -
basic 68,505 69,537
Effect of dilutive securities:
Stock options and
Employee stock purchase plan 755 281
------ ------
Average shares outstanding -
assuming dilution 69,260 69,818
====== ======
3. COMPREHENSIVE INCOME
The following table sets forth the components of comprehensive income:
Three Months Ended
Feb. 28, Feb. 29,
2001 2000
---- ----
(in thousands)
Net income $ 26,586 $ 24,417
Other comprehensive income:
Foreign currency
translation adjustments 19,212 (2,066)
Derivative financial
instruments (9,010) 2,192
------- -------
Comprehensive income $36,788 $24,543
======= =======
4. BUSINESS SEGMENTS
The Company operates in three business segments: consumer, industrial and
packaging. The consumer and industrial segments manufacture, market and
distribute spices, seasonings, flavorings and other specialty food products
throughout the world. The consumer segment sells consumer spices, herbs,
extracts, proprietary seasoning blends, sauces and marinades to the consumer
food market under a variety of brands, including the McCormick brand in the
U.S., Ducros in continental Europe, Club House in Canada, and Schwartz in the
U.K. The industrial segment sells to food processors, restaurant chains,
distributors, warehouse clubs and institutional operations. The packaging
segment manufactures and markets plastic packaging products for food,
personal care and other industries, predominantly in the U.S. Tubes and
bottles are also produced for the Company's food segments.
(5)
In each of its segments, the Company produces and sells many individual
products that are similar in composition and nature. It is impractical to
segregate and identify profits for each of these individual product lines.
The Company measures segment performance based on operating income. Although
the segments are managed separately due to their distinct distribution
channels and marketing strategies, manufacturing and warehousing is often
integrated across the food segments to maximize cost efficiencies. Corporate
and eliminations include general corporate expenses, intercompany
eliminations and other charges not directly attributable to the segments.
Total Corporate &
Consumer Industrial Food Packaging Eliminations Total
-------- ---------- ----- --------- ------------ -------
(in millions)
THREE MONTHS ENDED FEB. 28, 2001
Net sales $269.5 $219.0 $488.5 $45.0 $ - $533.5
Intersegment sales - 2.6 2.6 9.2 (11.8) -
Operating income 27.2 19.5 46.7 5.2 (7.0) 44.9
Income from unconsolidated
operations 6.0 0.1 6.1 - - 6.1
THREE MONTHS ENDED FEB. 29, 2000
Net sales $203.1 $217.3 $420.4 $42.0 $ - $462.4
Intersegment sales - 2.5 2.5 8.2 (10.7) -
Operating income 24.6 14.9 39.5 5.2 (8.6) 36.1
Income from unconsolidated
operations 5.7 0.4 6.1 - - 6.1
5. LONG-TERM DEBT
During the first quarter of 2001 the Company issued a total of $300 million
in medium-term notes under a $375 million shelf registration statement filed
with the Securities and Exchange Commission (SEC) in January 2001. The
primary purpose of these notes is to finance the acquisition of Ducros, which
was completed in August 2000, and replace substantially all of the existing
commercial paper notes that were used to temporarily finance the acquisition.
Medium-term notes in the amount of $150 million were issued in January 2001
and mature in 2006, with interest paid semi-annually at the rate of 6.4%.
Additional medium-term notes in the amount of $150 million were issued in
January 2001 and mature in 2008, with interest paid semi-annually at the rate
of 6.8%.
In September 2000 the Company entered into forward starting interest rate
swaps to manage the interest rate risk associated with the anticipated
issuance of fixed-rate medium-term notes. These forward starting swaps were
settled in the first quarter of 2001, concurrent with the issuance of the
medium-term notes. The settlement costs on these swaps included in other
comprehensive income total $14.7 million. The notes were issued at a discount
of $2.2 million and $0.5 million of debt origination fees were incurred. The
discount, swap settlement and debt issuance costs are being amortized over
the life of the medium-term notes and included as a component of interest
expense. With these costs considered, the effective interest rate on the
medium-term notes is 7.58%.
(6)
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
For the quarter ended February 28, 2001, the Company reported net income of
$26.6 million versus $24.4 million for the comparable period last year.
Diluted earnings per share were $0.38 for the first quarter of 2001 compared
to $0.35 last year.
In the first quarter of 2001, the Company realized improved sales performance
in each of its three operating segments. Operating income increased in the
Company's Consumer and Industrial segments and was flat in its Packaging
segment, compared to the first quarter of 2000.
The financial statements for the first quarter of 2001 include the results of
Ducros which was acquired on August 31, 2000. The results of Ducros had a
$0.04 dilutive effect on earnings per share in the first quarter of 2001.
RESULTS OF OPERATIONS
Net sales for the quarter ended February 28, 2001 increased 15.4% over the
comparable quarter of 2000. Excluding foreign exchange and the Ducros
business, sales grew 2.4% over the comparable quarter of 2000. Excluding the
impact of the Ducros business, unit volume increased 3.2% as compared to last
year, while the combined effects of price and product mix had a negative
impact of 0.8% on sales. Foreign currency exchange rates also had a negative
impact on sales of 2.6%, as exchange rates were unfavorable in Europe,
Canada, and Australia.
Three months ended
Feb. 28, Feb. 29,
2001 2000
---- ----
(in millions)
NET SALES
Consumer $269.5 $203.1
Industrial 219.0 217.3
Packaging 45.0 42.0
-------- --------
$533.5 $462.4
Consumer sales increased 32.7% due primarily to the acquisition of Ducros.
Excluding the impact of Ducros and foreign exchange effects, sales increased
0.6%. In the Americas, sales decreased 0.8% primarily due to a lower than
anticipated first quarter reloading of stores by our retail customers in the
U.S. While factory shipments in the U.S. slowed during this period, consumer
purchases of the Company's products were more positive. Consumer sales in
Asia were up 3.8% in local currency due to volume growth. European sales in
local currency and excluding Ducros increased 3.5% due to higher volume
growth and a favorable sales mix of branded products.
Industrial sales increased 0.8% in the first quarter of 2001 versus the same
quarter last year. Excluding the effects of foreign exchange, sales increased
3.1%. In the Americas, sales increased 1.4% in local
(7)
currency, due to volume growth of sales of snack seasonings and sales to food
service customers, offset in part by the impact of a decline in the
ingredient business caused by lower commodity costs. European sales increased
8.3% in local currency versus the prior period as the industrial business,
particularly in the U.K., showed strong improvement. Sales in Asia grew 11.3%
in local currency versus the prior year as sales of both condiment and
seasoning blends in China performed well.
Packaging sales increased 7.2% versus the prior year led by strong volume in
the tubed products business.
Gross profit margin grew to 39.1% from 35.4% in the first quarter of last
year. The mix of products sold by the Company positively impacted gross
profit margin. The increased sales in our higher margin consumer segment,
including the sales of our Ducros business, were a significant contributor to
the increased gross profit margin. The Ducros business has a higher gross
profit margin than most other McCormick business groups but also carries a
higher level of selling and marketing expenses.
Selling, general and administrative expenses increased in the first quarter
as compared to last year in both dollar terms and as a percentage of net
sales. These increases were primarily due to the new Ducros business,
including $2 million in related goodwill amortization expense. These
increases were partially offset by reductions in advertising spending and
sales promotion activities. In addition, a reserve of $3.8 million for the
bankruptcy of AmeriServ, an industrial customer, was accrued in the first
quarter of 2000.
Three months ended
Feb. 28, Feb. 29,
2001 2000
---- ----
(in millions)
OPERATING INCOME
Consumer $27.2 $24.6
Industrial 19.5 14.9
Packaging 5.2 5.2
------ ------
Combined segments (1) $51.9 $44.7
(1)- Excludes impact of general corporate expenses included as Corporate &
Eliminations. See Note 4 in the Notes to Condensed Consolidated Financial
Statements.
Operating income increased $8.9 million or 24.5% and operating income margin
increased to 8.4% from 7.8% for the three months ended February 28, 2001 as
compared to last year. In the Consumer segment, operating income increased
10.4% versus the prior period due primarily to the addition of the Ducros
business. Operating income margin in the first quarter of 2001 for the
Consumer segment decreased to 10.1% from 12.1% in the comparable quarter last
year. This decline is due to the dilutive effect of Ducros including the
amortization of goodwill. Industrial operating income increased 30.8% due
primarily to the reserve of $3.8 million for the AmeriServ bankruptcy in the
first quarter of 2000. On an operating margin basis the Industrial segment
increased to 8.9% in the first quarter of 2001 from 6.8% in the comparable
quarter last year.
(8)
Excluding the effect of the AmeriServ reserve last year, the operating margin
would have been 8.6% for the first quarter of 2000. The increase in operating
margin from 8.6% to 8.9% is due to increased sales of higher margin products
and continued operating efficiencies. Packaging operating margin decreased,
mainly as a result of higher resin costs.
Interest expense for the first quarter of 2001 was $14.3 million versus $7.4
million for the comparable period last year. Total debt levels in the first
quarter of 2001 were significantly higher compared to the first quarter of
last year as a result of the Ducros acquisition.
The effective tax rate for the first quarter of 2001 was 33.1% versus 35.7%
in the first quarter of last year. The Company transacts business in many
different taxing jurisdictions around the world, which all incur differing
tax rates. The mix of earnings among these jurisdictions is what has caused a
lower tax rate in 2001 versus 2000.
Income from unconsolidated operations was $6.1 million in the first quarter
of 2001, which is comparable to the same period last year. The Ducros
acquisition included an investment in a joint venture with a minority
interest. This minority interest totaled $0.7 million in the first quarter of
2001.
MARKET RISK SENSITIVITY
FOREIGN CURRENCY
The fair value of the Company's entire portfolio of forward and option
contracts was $0.6 million and $0.4 million as of February 28, 2001 and
February 29, 2000, respectively.
INTEREST RATES
The fair value of the Company's forward starting interest rate swaps was
$(2.8) million and $5.9 million as of February 28, 2001 and February 29,
2000, respectively. The Company intends to hold the interest rate swaps until
maturity.
During the first quarter of 2001 the Company settled the forward starting
interest rate swaps used to manage the interest rate risk associated with the
medium-term notes issued during the quarter. See Note 5 of Notes to Condensed
Consolidated Financial Statements for more details. Overall interest rates
for the quarter were up marginally over the same period last year.
The following table details the maturity values and average interest rates by
year for the Company's fixed and variable debt instruments:
Year of maturity
THERE-
(millions) 2001 2002 2003 2004 AFTER TOTAL
- ------------------------- -------------- ------------- ------------ -------------- ------------ --------------
Fixed Rate $82.7 $0.2 $0.0 $16.0 $431.8 $530.7
Ave. interest rate 8.82% 7.78% 8.39% 7.17% 7.45%
- ------------------------- -------------- ------------- ------------ -------------- ------------ --------------
Variable rate $253.3 $0.3 $0.3 $0.3 $5.1 $259.3
Ave. interest rate 5.79% 6.67% 6.67% 6.67% 5.16%
- ------------------------- -------------- ------------- ------------ -------------- ------------ --------------
The fair value of outstanding debt at February 28, 2001 approximates its
carrying value.
(9)
FINANCIAL CONDITION
In the Condensed Consolidated Statement of Cash Flows, net cash used for
operating activities was $39.2 million for the three months ended February
28, 2001 compared to $2.6 million of cash used for the three months ended
February 29, 2000. This increase in cash used is primarily due to the timing
of prepaid and sales allowances, the timing of trade payables for our
brokerage business in the U.K., and payments made in connection with our
interest rate hedges on the medium-term notes issued in the first quarter of
2001.
Cash flows related to Investing activities used cash of $20.7 million in the
first three months of 2001 versus $15.3 million in the comparable period of
2000. Increased capital expenditures versus the prior year make up a majority
of the increase in the cash used for investing activities. This increase is
primarily related to spending for our Beyond 2000 (B2K) project.
Cash flows from financing activities provided cash of $67.3 million in the
first quarter of 2001 compared to $30.1 million in the same period last year.
The Company finalized its medium-term note program for the Ducros acquisition
in the first quarter of 2001. See Note 5 of Notes to Condensed Consolidated
Financial Statements. The significant stock repurchases in the first quarter
of 2000, were under the Company's stock repurchase program that was suspended
in May 2000 in connection with the Ducros acquisition.
The Company's ratio of debt-to-total capital was 66.5% as of February 28,
2001, up from 54.7% and 65.8% at February 29, 2000 and November 30, 2000,
respectively. The increase since year-end was primarily due to increases in
short-term borrowings for operating purposes and the increase since February
29, 2000 is primarily due to the Ducros acquisition.
Management believes that internally generated funds and its existing sources
of liquidity are sufficient to meet current and anticipated financing
requirements over the next 12 months.
FORWARD-LOOKING INFORMATION
Certain statements contained in this report, including those related to the
stock repurchase program, the holding period and market risks associated with
financial instruments, the impact of foreign exchange fluctuations and the
adequacy of internally generated funds and existing sources of liquidity are
"forward-looking statements" within the meaning of Section 21E of the
Securities and Exchange Act of 1934. Forward-looking statements are based on
management's current views and assumptions and involve risks and
uncertainties that could significantly affect expected results. Operating
results may be materially affected by external factors such as: actions of
competitors, customer relationships, and final negotiation of third-party
contracts, the impact of stock market conditions on the stock repurchase
program, fluctuations in the cost and availability of supply-chain resources
and global economic conditions, including interest and currency rate
fluctuations and inflation rates. The Company undertakes no obligation to
update or revise publicly any
(10)
forward-looking statements, whether as a result of new information, future
events or otherwise.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information regarding the Company's exposure to certain market risks, see
Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the
Company's Annual Report on Form 10-K for the year ended November 30, 2000.
Except as described in the Management's Discussion and Analysis of Financial
Condition and Results of Operations, there have been no significant changes
in the Company's financial instrument portfolio or market risk exposures
since year end.
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits See Exhibit Index on pages 12-14
of this Report on Form 10-Q.
(b) Reports on Form 8-K. The registrant filed the following
reports on Form 8-K: a) on January
18, 2001, making an Item 5 and Item
7 disclosure; b) on January 18,
2001, making an Item 7 and Item 9
disclosure; c) on January 18, 2001,
making an Item 9, Regulation FD
disclosure; d) on February 28,
2001, making an Item 5 disclosure
described in Note 5 of Part I of
this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
McCORMICK & COMPANY, INCORPORATED
Date: April 11, 2001 By: /s/ FRANCIS A. CONTINO
------------------------------ ------------------------------
Francis A. Contino
Executive Vice President & Chief
Financial Officer
Date: April 11, 2001 By: /s/ KENNETH A. KELLY, JR.
------------------------------ ------------------------------
Kenneth A. Kelly, Jr.
Vice President & Controller
(11)
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
Company, Incorporated dated April l6, from Registration Form
1990 S-8 Registration No.
33-39582 as filed with
the Securities and
Exchange Commission on
March 25, 1991.
Articles of Amendment to Charter of Incorporated by reference
McCormick & Company, Incorporated from Registration Form
dated April 1, 1992 S-8 Registration
Statement No. 33-59842 as
filed with the Securities
and Exchange Commission
on March 19, 1993.
By-laws of McCormick & Company, Incorporated by reference
Incorporated-Restated and from Registrant's Form
Amended as of June 17, 1996. 10-Q for the quarter
ended May 31, 1996 as
filed with the Securities
and Exchange Commission
on July 12, 1996.
(4) Instruments defining the rights of With respect to rights of
security holders, including holders of equity
indentures. securities, 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
instrument upon request
of the Securities and
Exchange Commission.
(12)
(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 under SEC file number
0-748 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,
33-23727 and 33-57590 as filed with the Securities and
Exchange Commission on March 2, 1990, March 23, 1997, and
March 26, 2001, respectively, which statements are
incorporated by reference.
(iii) Mid-Term Incentive Program provided to a limited number of
senior executives, a description of which is incorporated by
reference from pages 19 and 20 of the Registrant's definitive
Proxy Statement dated February 18, 1998, as filed with the
Securities and Exchange Commission on February 17, 1998, which
pages are incorporated by reference.
(iv) 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.
(v) 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.
(13)
(11) Statement re computation of per-share Not applicable.
earnings.
(15) Letter re unaudited interim financial Not applicable.
information.
(18) Letter re change in accounting Not applicable.
principles.
(19) Report furnished to security holders. Not applicable.
(22) Published report regarding matters Not applicable.
submitted to vote of securities holders.
(23) Consent of experts. Not applicable.
(24) Power of attorney. Not applicable.
(99) Additional exhibits.
(99.1) Financial data schedule. Submitted in electronic
format only.
(14)