UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
McCORMICK & COMPANY, INCORPORATED
Registrant's telephone number, including area code: (410) 771-7301
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: Not applicable.
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 ý No o
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. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý No o
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
The aggregate market value of the voting common equity held by non-affiliates at May 31, 2003: $276,159,384
The aggregate market value of the non-voting common equity held by non-affiliates at May 31, 2003: $3,309,417,289
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
DOCUMENTS INCORPORATED BY REFERENCE
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 and other flavors to the entire food industry. The Registrant was formed in 1915 under Maryland law as the successor to a business established in 1889.
The Registrant operates in two business segments: consumer and industrial. The Registrant sold its packaging segment during the third quarter of 2003. The consumer segment sells spices, herbs, extracts, seasoning blends, sauces, marinades and specialty foods to the consumer food market under a variety of brands, including "McCormick", "Zatarain's" in the US, "Ducros" in continental Europe, "Club House" in Canada and "Schwartz" in the U.K. The industrial segment sells spices, blended seasonings, condiments, coatings and compound flavors to food processors, restaurants, distributors, warehouse clubs and institutional operations.
Please refer to pages 6 and 7 "Our Consumer Business at a Glance," pages 8 and 9 "Our Industrial Business at a Glance" and pages 18 through 20, "Business Overview," "Acquisitions" and "Discontinued Operations" of the Registrant's Annual Report to Stockholders for 2003 for a description of the business. Such pages of the Registrant's Annual Report to Stockholders for 2003 are incorporated herein by reference.
For financial information about the Registrant's business segments, please refer to pages 21 through 23, "Management's Discussion and Analysis," and Note 16, "Business Segments and Geographic Areas" of the Notes to Consolidated Financial Statements on pages 49 and 50 of the Annual Report to Stockholders for 2003, which pages are incorporated herein by reference.
Raw Materials
The most significant raw materials to the Registrant are vanilla, cheese, pepper, packaging supplies, garlic and onion. Black pepper, vanilla beans and other spices and herbs are generally sourced from countries other than the United States. The Registrant
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is not aware of any government 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, they may be subject to price volatility caused by weather and other unpredictable factors. The Registrant responds to this volatility in a number of ways including periodic raw material purchases, purchases of raw material for future delivery and customer price adjustments.
Customers
The Registrant's products are sold directly and through brokers, wholesalers and distributors. In the consumer segment, products are generally resold to consumers through grocery, drug, dollar and mass merchandise stores. These customers are serviced either through direct shipments or through the food wholesale channel. In the industrial segment, products are used by food and beverage manufacturers as ingredients for their finished goods and by food service customers to enhance the flavor of their foods. Customers for the industrial segment include food processors and the restaurant industry, supplied both directly and through distributors and warehouse clubs.
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 2003. Sales to the Registrant's five largest customers represented approximately 30% of consolidated 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 U.S. Government.
Trademarks, Licenses and Patents
The Registrant owns a number of trademark registrations. Although in the 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," "Zatarain's," "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. 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. The loss of these license agreements would not have a material adverse effect on the Registrant's business. The
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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 consumer 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 7 "Financing Arrangements" of the Notes to Consolidated Financial Statements on page 44 of the Registrant's Annual Report to Stockholders for 2003, 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 2003, 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 page 18 of the Registrant's Annual Report to Stockholders for 2003, which page is incorporated by reference.
Research and Development
Many of the Registrant's products are prepared from confidential formulae developed by its research laboratories and product development teams. Expenditures for research and development amounted to $33.2 million in 2003, $31.4 million in 2002 and $27.1 million in 2001. The amount spent on customer-sponsored research activities is not material.
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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 2003 and there are no material expenditures planned for such purposes in 2004.
Employees
The Registrant had approximately 8,000 employees worldwide as of December 31, 2003. The Registrant believes its relationship with employees to be very good. The Registrant has no collective bargaining contracts in the United States. At the Registrant's foreign subsidiaries, approximately 1,150 employees are covered by collective bargaining agreements or similar arrangements.
Financial Information About Geographic Locations
For information on the revenues and long-lived assets of the Registrant, see "Geographic Areas" within Note 16 of the Notes to Consolidated Financial Statements on page 50 of the Registrant's Annual Report to Stockholders for 2003, which page is incorporated by reference, and the "Market Risk Sensitivity" section of "Management's Discussion and Analysis" on pages 27 through 29 of the Registrant's Annual Report to Stockholders for 2003, which pages are incorporated by reference.
Foreign Operations
The Registrant is subject in varying degrees to certain risks typically associated with a global business, such as local economic and market conditions, restrictions on investments, royalties and dividends and exchange rate fluctuations. Approximately 38% of net sales in 2003 were from international operations.
Forward-Looking Information
For a discussion of forward-looking information, see the "Forward-Looking Information" section of "Management's Discussion and Analysis" on page 32 of the Registrant's Annual Report to Stockholders for 2003, which page is incorporated by reference.
Available Information
The Registrant's Internet website address is: www.mccormick.com. The Registrant makes available free of charge through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such documents are
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electronically filed with, or furnished to, the SEC.
Item 2. Properties
The Registrant's principal executive offices and primary research facilities are owned and are 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 facility in Sydney, Australia, which is leased:
United States Hunt Valley, Maryland—consumer and industrial (4 principal plants) Salinas, California—consumer and industrial Commerce, California—consumer Dallas, Texas—industrial Atlanta, Georgia—industrial South Bend, Indiana—industrial Gretna, Louisiana—consumer
Canada London, Ontario—consumer and industriaL
Mexico Cuautitlan de Romero Rubio, Mexico—industrial
United Kingdom Haddenham, England—consumer and industrial Paisley, Scotland—industrial Littleborough, England—consumer and industrial
France Carpentras—consumer and industrial Monteux—consumer (2 principal plants)
Australia Melbourne—consumer and industrial Sydney—consumer and industrial
China Shanghai—consumer and industrial Guangzhou—consumer and industrial
In addition to distribution facilities and warehouse space available at its manufacturing facilities, the Registrant leases regional distribution facilities in Belcamp, Maryland, Salinas, California and Dallas, Texas and owns a distribution facility in Monteux, France. The Registrant also owns or leases several other
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properties used for manufacturing consumer and industrial products and for sales, distribution and administrative functions.
The Registrant believes its plants are well maintained and suitable for their intended use. The Registrant further believes that these plants generally have adequate capacity and can accommodate seasonal demands, changing product mixes and certain additional growth. Many additions and improvements have been made to these facilities over the years and the plants' manufacturing equipment includes equipment of the latest type and technology.
Item 3. Legal Proceedings
There are no material pending legal proceedings in which the Registrant or any of its subsidiaries is a party or in which any of their property is the subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of Registrant's fiscal year 2003 to a vote of security holders.
Executive Officers of the Registrant
In addition to the executive officers described in the Registrant's proxy statement for 2004 incorporated by reference in Item 10 of this Report, the following individuals are also executive officers of the Registrant: Paul C. Beard, H. Grey Goode, Jr., Kenneth A. Kelly, Jr., John C. Molan, Robert W. Skelton, Mark T. Timbie and Alan D. Wilson.
Mr. Beard is 49 years old and has had the following work experience during the last five years: 3/02 to present—Vice President, Finance & Treasurer; 1/00 to 3/02—Vice President & General Manager, Global Restaurant Division; 12/98 to 1/00—Vice President & General Manager, McCormick Flavor Division.
Mr. Goode is 55 years old and has had the following work experience during the last five years: 1/01 to present—Vice President, Tax; 9/96 to 1/01—Director of Tax.
Mr. Kelly is 49 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, Finance & Administration/McCormick Schilling Division.
Mr. Molan is 57 years old and has had the following work experience during the last five years: 5/02 to 1/04—President, Europe & Asia; 10/00 to 4/02—President, Europe, Middle East & Africa; 5/98 to 9/00—Group Vice President & Managing Director.
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Mr. Skelton is 56 years old and has had the following work experience during the last five years: 11/02 to present—Senior Vice President, General Counsel & Secretary; 6/97 to 11/02—Vice President, General Counsel & Secretary.
Mr. Timbie is 49 years old and has had the following work experience during the last five years: 1/04 to present—President, International Consumer Products Group; 3/01 to 12/03—President, McCormick Canada; 10/99 to 2/01—Vice President & General Manager, Perimeter Group/Consumer Markets; 6/96 to 9/99—Vice President, Sales & Marketing/Consumer Products Division.
Mr. Wilson is 46 years old and has had the following work experience during the last five years: 1/03 to present—President, U.S. Consumer Products Division; 3/01 to 12/02—Vice President & General Manager, Sales & Marketing; 12/98 to 2/01—President, McCormick Canada.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Registrant has disclosed in Note 18, "Selected Quarterly Data (Unaudited)" of the Notes to Consolidated Financial Statements on page 51 of the Registrant's Annual Report to Stockholders for 2003, which page is incorporated by reference, the information relating to the market price and dividends paid on the Registrant's common stocks. The market price of the Registrant's common stock at the close of business on December 31, 2003 was $29.85 for the common stock and $30.10 for the common stock non-voting.
The Registrant's non-voting common stock and voting common stock are listed and traded on the New York Stock Exchange. The approximate number of holders of common stock of the Registrant based on record ownership as of December 31, 2003 was as follows:
Item 6. Selected Financial Data
This information is set forth on the line items titled "Net sales-under EITF 01-09," "Net sales prior to EITF 01-09," "Net income from continuing operations," "Earnings per share—Diluted—Continuing operations," "Common dividends declared," "Long-term debt" and "Total assets" for the years 1999 through 2003 in the "Historical Financial Summary" on page 52 of the Registrant's Annual Report to
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Stockholders for 2003, which line items are incorporated by reference. See also Note 1 "Summary of Significant Accounting Policies" on pages 38 through 40 of the Registrant's Annual Report to Stockholders for 2003 and Note 3 "Discontinued Operations" on pages 41 and 42 of the Registrant's Annual Report to Stockholders for 2003, which pages are 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 32 of the Registrant's Annual Report to Stockholders for 2003, which pages are incorporated by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
This information is set forth in the "Market Risk Sensitivity" section of "Management's Discussion and Analysis" on pages 27 through 29 of the Registrant's Annual Report to Stockholders for 2003, which pages are incorporated by reference, and in Note 8 "Financial Instruments" on pages 44 and 45 of the Registrant's Annual Report to Stockholders for 2003, which pages are incorporated by reference.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary data are included on pages 34 through 51 of the Registrant's Annual Report to Stockholders for 2003, which pages are incorporated by reference. The Report of Independent Auditors from Ernst & Young LLP on such financial statements is included on page 33 of the Registrant's Annual Report to Stockholders for 2003, which page is incorporated by reference. The supplemental schedule for 2001, 2002 and 2003 is included on page 14 of this Report on Form 10-K.
The unaudited quarterly data is included in Note 18, "Selected Quarterly Data (Unaudited)" of the Notes to Consolidated Financial Statements on page 51 of the Registrant's Annual Report to Stockholders for 2003, which page is incorporated by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Registrant maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that
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information, which is required to be disclosed, is accumulated and communicated to management timely. The Registrant's principal executive officer and principal financial officer evaluated as of November 30, 2003 the effectiveness of this system of disclosure controls and procedures, and have concluded that such disclosure controls and procedures were effective as of such date.
Changes in Internal Controls over Financial Reporting
There were no changes in the Registrant's internal controls over financial reporting identified in connection with the evaluation referred to above that have materially affected, or are reasonably likely to materially affect, the Registrant's internal controls over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information responsive to this item is set forth in Part I of this Report in the section titled "Executive Officers of the Registrant" and in the sections titled "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's definitive proxy statement for 2004, incorporated by reference herein, to be filed within 120 days after the end of the Registrant's fiscal year.
The Registrant has adopted a code of ethics that applies to all employees, including its principal executive officer, principal financial officer, principal accounting officer and its Board of Directors. A copy of the code of ethics is available on the Registrant's Internet website at www.mccormick.com. The Registrant intends to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, by posting such information on its website at the Internet website address set forth above.
Item 11. Executive Compensation
Information responsive to this item is incorporated herein by reference to the sections titled "Report on Executive Compensation," "Summary Compensation Table," "Compensation of Directors," "Pension Plan Table," "Stock Options—Option Grants in Last Fiscal Year," "Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values," "Equity Compensation Plan Information," "Mid-Term Incentive Plan" and "Performance Graph—Shareholder Return" in the Registrant's definitive proxy statement for 2004, to be filed within 120 days after the end of the Registrant's fiscal year.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Transactions
Information responsive to this item is incorporated herein by reference to the sections titled "Principal Stockholders," "Election of Directors" and "Equity Compensation Plan Information" in the Registrant's definitive proxy statement for 2004, to be filed within 120 days after the end of the Registrant's fiscal year.
Item 13. Certain Relationships and Related Transactions
Information responsive to this Item is incorporated herein by reference to footnotes 4 and 5 of the section titled "Summary Compensation Table" in the Registrant's definitive proxy statement for 2004, to be filed within 120 days after the end of the Registrant's fiscal year.
Item 14. Principal Accountant Fees and Services
Information responsive to this item is incorporated herein by reference to the section titled "Report of Audit Committee and Fees of Independent Accountants" in the Registrant's definitive proxy statement for 2004, to be filed within 120 days after the end of the Registrant's fiscal year.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
1. The consolidated financial statements for McCormick & Company, Incorporated and subsidiaries which are listed in the Table of Contents appearing on page 13 of this Report.
2. The financial statement schedule required by Item 8 and Item 15(d) of this Form 10-K is listed in the Table of Contents appearing on page 13 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 and Item 15(c) of this Form 10-K are listed on the accompanying Exhibit Index at pages 15 through 20 of this Report.
(b) There were no reports filed on Form 8-K during the last quarter of the period covered by this report.
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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.
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:
Principal Financial Officer:
Principal Accounting Officer:
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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:
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TABLE OF CONTENTS AND RELATED INFORMATION
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 2003 Annual Report to Stockholders of the Registrant for its fiscal year ended November 30, 2003 is being furnished with this Annual Report on Form 10-K.
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Supplemental Financial Schedule II Consolidated
McCORMICK & COMPANY, INCORPORATED VALUATION AND QUALIFYING ACCOUNTS (IN MILLIONS)(1)
Notes:
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EXHIBIT INDEX
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