FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 1995 Commission file number 0-748 McCORMICK & COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) Maryland 52-0408290 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 18 Loveton Circle 21152 Sparks, Maryland (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: Title of each class Name of each exchange on which registered Not Applicable 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 ] Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Aggregate market value of the voting stock held by nonaffiliates of the registrant . . . . . . . $183,598,203 The aggregate market value indicated above was calculated as follows: The number of shares of voting stock held by nonaffiliates of the registrant as of January 31, 1996 was 8,024,397. This number excludes shares held by the McCormick Profit Sharing Plan and PAYSOP and its Trustees, the McCormick Pension Plan and its Trustees, and the directors and officers of the registrant, who may or may not be affiliates. This number was then multiplied by the closing price of the stock as of January 31, 1996, $22.88. Class Number of Shares Outstanding Date Common Stock 12,057,354 1/31/96 Common Stock Non-Voting 69,199,430 1/31/96 DOCUMENTS INCORPORATED BY REFERENCE Document Part of 10-K into which incorporated Registrant's 1995 Annual Report to Part I, Part II, Part IV Stockholders Registrant's Proxy Statement dated 2/20/96 Part III, Part IV 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 principally engaged in the manufacture of spices, seasonings, flavorings and other specialty food products and sells such products to the retail food market, the foodservice market and to industrial food processors throughout the world. The Registrant also, through subsidiary corporations, manufactures and markets plastic packaging products for the food, cosmetic and health care industries. The Registrant's Annual Report to Stockholders for 1995, which is enclosed as Exhibit 13, contains a description of the general development, during the last fiscal year, of the business of the Registrant, which was formed in 1915 under Maryland law as the successor to a business established in 1889. Pages 9 through 12 and 30 through 36 of that Report are incorporated by reference. The Registrant's net sales increased 10% in 1995 to $1,858,694,000 due to both sales price and volume changes. The Registrant operates in one business segment and has disclosed in Note 9 of the Notes to Consolidated Financial Statements on page 28 of its Annual Report to Stockholders for 1995, which Note is incorporated by reference, the financial information about the business segment required by this Item. The Registrant's Annual Report to Stockholders for 1995 sets forth a description of the business conducted by the Registrant on pages 9 through 12. Those pages of the Registrant's Annual Report are incorporated by reference. Principal Products/Marketing Spices, seasonings, flavorings, and other specialty food products are the Registrant's principal products. Spices, seasonings, flavorings, and other specialty food products accounted for approximately 90% of net sales on a consolidated basis during the three fiscal years ended November 30, 1995. No other product or class of similar products or services contributed as much as 10% to consolidated net sales during the last three fiscal years. The Registrant's efforts will continue to be directed primarily in the area of spices, seasonings, flavorings, and other specialty food products. The Registrant markets its consumer and foodservice products through its own sales organization, food brokers and distributors. In the industrial market, sales are made mostly through the Registrant's own sales force. Products/Industry Segments The Registrant has not announced or made public information about a new product or industry segment that would require the investment of a material amount of the assets of the Registrant or that otherwise is material. Raw Materials Many of the spices and herbs purchased by the Registrant are imported into the United States from the country of origin, although substantial quantities of particular materials, such as paprika, dehydrated vegetables, onion and garlic, and substantially all of the specialty food ingredients other than spices and herbs, originate in the United States. Some of the imported materials are purchased from dealers in the United States. The Registrant is a direct importer of certain raw materials, mainly black pepper, vanilla beans, cinnamon, herbs and seeds from the countries of origin. The principal purpose of such purchases is to satisfy the Registrant's own needs. The Registrant also sells imported raw materials to other food processors. The raw materials most important to the Registrant are onion, garlic and capsicums (paprika and chili peppers), which are produced in the United States, black pepper, most of which originates in India, Indonesia, Malaysia and Brazil, and vanilla beans, a large proportion of which the Registrant obtains from the Malagasy Republic and Indonesia. The Registrant does not anticipate any material restrictions or shortages on the availability of raw materials which would have a significant impact on the Registrant's business in the foreseeable future. Trademarks, Licenses and Patents The Registrant owns a number of registered trademarks, which in the aggregate may be material to the Registrant's business. However, the loss of any one of those trademarks, with the exception of the Registrant's "McCormick" and "Schilling" trademarks, would not have a material adverse impact on the Registrant's business. The "McCormick" and "Schilling" trademarks are extensively used by the Registrant in connection with the sale of a substantial number of the Registrant's products in the United States. The "McCormick" and "Schilling" trademarks are registered and used in various foreign countries as well. 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 persons in foreign countries. In the aggregate, the loss of those license agreements would not have a material adverse impact 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 Historically, the Registrant's sales and profits are lower in the first two quarters of the fiscal year and increase in the third and fourth quarters. Working Capital In order to meet increased demand for its products during its fourth quarter, the Registrant usually builds its inventories during the second and third quarters. In common with other companies, 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. The Registrant's Annual Report to Stockholders for 1995 sets forth a description of the Registrant's liquidity and capital resources on pages 33 through 35, which pages are incorporated by reference. Customers 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 1995. In the same year, sales to the five largest customers represented approximately 20% of consolidated net sales. Backlog Orders 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. Government Contracts 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. Competition Although the Registrant is a leader in sales of certain spices and seasoning and flavoring products, and is the largest producer and distributor of dehydrated onions and garlic in the United States, its business is highly competitive. For further discussion, see pages 10 and 30 of the Registrant's Annual Report to Stockholders for 1995, which pages are incorporated by reference. Research and Quality Control The Registrant has emphasized quality and innovation in the development, production and packaging of its products. Many of the Registrant's products are prepared from confidential formulae developed by its research laboratories and product development departments. The long experience of the Registrant in its field contributes substantially to the quality of the products offered for sale. Quality specifications exist for the Registrant's products, and continuing quality control inspections and testing are performed. Total expenditures for these and other related activities during fiscal years 1995, 1994 and 1993 were approximately $39,473,000, $39,562,000 and $38,226,000 respectively. Of these amounts, expenditures for research and development amounted to $13,937,000 in 1995, $12,999,000 in 1994 and $12,259,000 in 1993. 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. No material capital expenditures for environmental control facilities are expected to be made during this fiscal year or the next. Employees The Registrant had on average approximately 8,900 employees during fiscal year 1995. Foreign Operations International businesses have made significant contributions to the Registrant's growth and profits. In common with other companies with foreign operations, the Registrant is subject in varying degrees to certain risks typically associated with doing business abroad, such as local economic and market conditions, exchange and price controls, restrictions on investment, royalties and dividends and exchange rate fluctuations. Note 9 of the Notes to Consolidated Financial Statements on page 28 of the Registrant's Annual Report to Stockholders for 1995, and page 31 of the Registrant's Annual Report to Stockholders for 1995 contain the information required by subsection (d) of Item 101 of Regulation S-K, which pages are incorporated by reference. Packaging Operations The Registrant's Annual Report to Stockholders for 1995 sets forth a description of the Registrant's packaging group on page 9, which page is incorporated by reference. Setco, Inc. and Tubed Products, Inc., which comprise Registrant's packaging group, are wholly owned subsidiaries of the Registrant and are, respectively, manufacturers of plastic bottles and plastic squeeze tubes. Substantially all of the raw materials used in the packaging business originate in the United States. The market for plastic packaging is highly competitive. The Registrant is the largest single customer of the packaging group. All intracompany sales have been eliminated from the Registrant's consolidated financial statements. Item 2. Properties The location and general character of the Registrant's principal plants and other materially important physical properties are as follows: (a) Consumer Products A plant is located in Hunt Valley, Maryland on approximately 52 acres in the Hunt Valley Business Community. This plant, which contains approximately 540,000 square feet, is owned in fee and is used for processing and distributing spices and other food products. There is an approximately 110,000 square foot office building located in Hunt Valley, Maryland which is the headquarters for the Registrant's Consumer Products division. Also in Hunt Valley, Maryland is a facility of approximately 100,000 square feet which contains the Registrant's printing operations and a warehouse. All of these facilities are owned in fee. A plant of approximately 477,000 square feet located in Salinas, California and a plant of approximately 108,000 square feet located in Commerce, California are owned in fee and used for milling, processing, packaging, and distributing spices and other food products. (b) Industrial Products (i) A plant complex is located in Gilroy, California consisting of connected and adjacent buildings owned in fee and providing approximately 894,000 square feet of space for milling, dehydrating, packaging, warehousing and distributing onion, garlic and capsicums. Adjacent to this plant is a 4.3 acre cogeneration facility which supplies steam to the dehydration business as well as electricity to Pacific Gas & Electric Company. The cogeneration facility was financed with an installment note secured by the property and equipment. This note is non-recourse to the Registrant. (ii) The Registrant has two principal plants devoted to industrial flavoring products in the United States. A plant of 102,000 square feet is located in Hunt Valley, Maryland and is owned in fee. A plant of 102,400 square feet is located in Dallas, Texas and is owned in fee. (c) Spice Milling Located adjacent to the consumer products plant in Hunt Valley is a spice milling and cleaning plant which is owned in fee by the Registrant and contains approximately 185,000 square feet. This plant services all food product groups of the Registrant. Much of the milling and grinding of raw materials for Registrant's seasoning products is done in this facility. (d) Packaging Products The Registrant has four principal plants which are devoted to the production of plastic containers. The facilities are located in California, Massachusetts, New York and New Jersey, and range in size from 178,000 to 280,000 square feet. The plants in New York and New Jersey are leased. (e) International The Registrant has a plant in London, Ontario which is devoted to the processing, packaging and distribution of food products. This facility is approximately 145,000 square feet and is owned in fee. (f) Research and Development The Registrant has a facility in Hunt Valley, Maryland which houses the research and development laboratories and the technical capabilities of the industrial division. The facility is approximately 144,000 square feet and is owned in fee. Item 3. Legal Proceedings There are no material pending legal proceedings to which the Registrant or any of its subsidiaries is a party or to which any of their property is 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 1995 to a vote of security holders. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The Registrant has disclosed at page 35 of its Annual Report to Stockholders for 1995, which page is incorporated by reference, the information relating to the market, market quotations, and dividends paid on Registrant's common stocks required by this Item. The approximate number of holders of common stock of the Registrant based on record ownership as of January 31, 1996 was as follows: Approximate Number Title of Class of Record Holders Common Stock, no par value 2,000 Common Stock Non-Voting, 10,500 no par value Item 6. Selected Financial Data The Registrant has disclosed the information required by this Item in the Historical Financial Summary of its Annual Report to Stockholders for 1995 at page 36, which page is incorporated by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The Registrant's Annual Report to Stockholders for 1995 at pages 29 through 35 contains a discussion and analysis of the Company's financial condition and results of operations for the three fiscal years ended November 30, 1995. Said pages are incorporated by reference. Item 8. Financial Statements and Supplementary Data The financial statements and supplementary data for McCormick & Company, Incorporated are included on pages 13 through 28 of the Annual Report to Stockholders for 1995, 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 Annual Report to Stockholders for 1995; the supplemental schedule for 1993, 1994 and 1995 is included on page 14 of this Report on Form 10-K. The unaudited quarterly data required by Item 302 of Regulation S-K is included in Note 10 of the Notes to Consolidated Financial Statements at page 28 of the Registrant's Annual Report to Stockholders for 1995, which Note 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 20, 1996, which sets forth the information required by this Item at pages 3 through 9, which pages are incorporated by reference. In addition to the executive officers and directors discussed in the Proxy Statement, J. Allan Anderson and Donald A. Palumbo are also executive officers of the Registrant. Mr. Anderson is 49 years old and has had the following work experience during the last five years: 1/92 to present - Vice President and Controller; 3/91 to 1/92 - President and Chairman of the Board - Golden West Foods, Inc. (a former subsidiary of the Company); 4/89 to 3/91 - Vice President - Food Service & Industrial Groups. Mr. Palumbo is 53 years old and has been the Company's Vice President and Treasurer since January 1988. Item 11. Executive Compensation The Registrant has filed with the Commission a definitive copy of its Proxy Statement dated February 20, 1996, which sets forth the information required by this Item at pages 9 through 18, 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 20, 1996, which sets forth the information required by this Item at pages 4 through 7, 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 20, 1996, 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 13 below. 2. The financial statement schedules required by Item 8 of this Form which are listed in the Table of Contents appearing on page 13 below. 3. The exhibits which are filed as a part of this Form and required by Item 601 of Regulation S-K are listed on the accompanying Exhibit Index at pages 15 and 16 of this Report. (b) The Registrant filed no reports during the last quarter of its fiscal year 1995 on Form 8-K. 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/ Charles P. McCormick Jr. Charles P. McCormick Jr.Chairman of the Board & Chief Executive Officer February 20, 1996 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/ Charles P. McCormick Jr. Chairman of the Board & Charles P. McCormick Jr. Board & Chief Executive Officer February 20, 1996 Principal Financial Officer: /s/ Robert G. Davey Vice President & Robert G. Davey Chief Financial Officer February 20, 1996 Principal Accounting Officer: /s/ J. Allan Anderson Vice President & J. Allan Anderson Controller February 20, 1996 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 J. Albrecht February 20, 1996 James J. Albrecht /s/ James S. Cook February 20, 1996 James S. Cook /s/ Robert G. Davey February 20, 1996 Robert G. Davey /s/ Harold J. Handley February 20, 1996 Harold J. Handley /s/ George W. Koch February 20, 1996 George W. Koch /s/ Robert J. Lawless February 20, 1996 Robert J. Lawless /s/ Charles P. McCormick, Jr. February 20, 1996 Charles P. McCormick, Jr. /s/ George V. McGowan February 20, 1996 George V. McGowan /s/ Carroll D. Nordhoff February 20, 1996 Carroll D. Nordhoff /s/ Richard W. Single, Sr. February 20, 1996 Richard W. Single, Sr. /s/ William E. Stevens February 20, 1996 William E. Stevens /s/ Karen D. Weatherholtz February 20, 1996 Karen D. Weatherholtz CROSS REFERENCE SHEET PART I ITEM REFERENCED MATERIAL/PAGE(S)PART Item 1. Business Registrant's 1995 Annual Report to Stockholders/Pages 9-12, 28, and 30-36 Item 2. Properties None. Item 3. Legal Proceedings None. Item 4. Submission of None. Matters to a Vote of Security Holders. PART II Item 5. Market for the Registrant's 1995 Annual Registrant's Common Report to Stockholders/ Equity and Related Page 35. Stockholder Matters. Item 6. Selected Financial Registrant's 1995 Annual Data. Report to Stockholders/Page 36. Item 7. Management's Registrant's 1995 Annual Discussion and Report to Stockholders/Pages Analysis of 29-35 Financial Condition and Results of Operations. Item 8. Financial Registrant's 1995 Annual Statements and Report to Stockholders/Pages Supplementary 13-28 and 37 and Page 14 of Data. of this Report. Item 9. Changes in and None. Disagreements with Accountants on Accounting and Financial Disclosure. PART III Item 10. Directors and Registrant's Proxy Statement Executive Officers dated February 20, 1996/Pages of the Registrant. 3-9. Item 11. Executive Registrant's Proxy Statement Compensation. dated February 20, 1996/Pages 9-18. Item 12. Security Ownership Registrant's Proxy Statement of Certain dated February 20, 1996/Pages Beneficial Owners 4-7. and Management. Item 13. Certain Registrant's Proxy Statement Relationships and dated February 20, 1996/Page Related 7. Transactions. PART IV Item 14. Exhibits, Financial See Exhibit Index pages 15 and Statement Schedules 16 and the Table of Contents and Reports on Form and the Table of Contents at 8-K. page 13 of this Report. McCORMICK & COMPANY, INCORPORATED TABLE OF CONTENTS AND RELATED INFORMATION Included in the Company's 1995 Annual Report to Stockholders, the following consolidated financial statements are incorporated by reference in Item 8*: Consolidated Balance Sheets, November 30, 1995 and 1994 Consolidated Statements of Income for the Years Ended November 30, 1995, 1994 and 1993 Consolidated Statements of Shareholders Equity for the Years Ended November 30, 1995, 1994 and 1993 Consolidated Statements of Cash Flows for the Years Ended November 30, 1995, 1994 and 1993 Notes to Consolidated Financial Statements, November 30, 1995 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 1995 Annual Report to Stockholders of the Registrant for its fiscal year ended November 30, 1995 accompanies this Annual Report Form 10-K. <TABLE> <CAPTION> SUPPLEMENTAL FINANCIAL SCHEDULE II CONSOLIDATED McCORMICK & COMPANY, INCORPORATED VALUATION AND QUALIFYING ACCOUNTS COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E .......ADDITIONS...... BALANCE CHARGED CHARGED AT TO COSTS TO BALANCE BEGINNING AND OTHER AT END DESCRIPTION OF YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR <S> <C> <C> <C> <C> <C> YEAR ENDED NOVEMBER 30, 1995 Deducted from assets to which they apply: Allowance for doubtful receivables....... $ 2,520,000 $ 654,000 $ 629,000(F1) $ 2,545,000 Amortization of goodwill................. 28,921,000 6,626,000 $204,000(F4) 362,000(F2) 35,389,000 TOTAL $ 31,441,000 $ 7,280,000 $204,000 $ 991,000 $37,934,000 YEAR ENDED NOVEMBER 30, 1994 Deducted from assets to which they apply: Allowance for doubtful receivables....... $ 2,530,000 $1,132,000 $1,142,000 (F1) $ 2,520,000 Amortization of goodwill................. 23,994,000 5,566,000 $847,000 (F2) 1,515,000 (F3) 28,921,000 29,000 (F4) TOTAL $26,524,000 $6,698,000 $876,000 $2,657,000 $31,441,000 YEAR ENDED NOVEMBER 30, 1993 Deducted from assets to which they apply: Allowance for doubtful receivables....... $ 2,651,000 $ 355,000 $ 476,000 (F1) $ 2,530,000 Amortization of goodwill................. 19,936,000 4,571,000 513,000 (F2) 23,994,000 TOTAL $22,587,000 $4,926,000 $ 989,000 $26,524,000 Notes: <FN> (F1) Accounts written off net of recoveries. (F2) Foreign exchange translation adjustments. (F3) Write-off of goodwill. (F4) Other adjustments. </FN> </TABLE> 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 Incorporated by reference from McCormick & Company, Report on Form 10-K for the Incorporated dated April fiscal year of 1990 16, 1990. as filed with the Securities and Exchange Commission on February 18, 1991. Articles of Amendment to Incorporated by reference Charter of McCormick & Company, from Registration Form S-8, Incorporated dated April 1, Registration Statement no 1992. No. 33-59842 as filed with the Securities and Exchange Commission on March 19, 1993. By-laws of McCormick & Company Incorporated by reference from Incorporated-Restated and Amended Registrant's Form 10-Q for the as of March 18, 1992. quarter ended February 28, 1995 as filed with the Securities and Exchange Commission on February 28, 1995. (4) Instruments defining the rights of With respect to rights of security holders, including securities, see Exhibit 3 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. 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. Stock option plans, in which directors, officers and certain other management employees participate, are described in the Registrant's S-8 Registration Statements Nos. 33-33725 and 33-58197 filed with the Securities and Exchange Commission on March 2, 1990 and March 23, 1995 respectively, which statements are incorporated by reference. (11) Statement re computation of per- Page 17 of this Report on share earnings. Form 10-K. (12) Statements re computation of ratios. Pages 33-34 of Exhibit 13. (13) Annual Report to Security Holders McCormick & Company, Incorporated Bound separately with Annual Report to Stockholders for separately numbered pages. 1995. (16) Letter re change in certifying Not applicable. accountant. (18) Letter re change in accounting Not applicable. principles. (21) Subsidiaries of the Registrant Page 40 of Exhibit 13. (22) Published report regarding matters Not applicable. submitted to vote of securities holders (23) Consent of independent auditors Page 18 of this Report on Form 10-K. (24) Power of attorney Not applicable. (27) Financial Data Schedule Submitted in electronic format only. (28) Information from reports furnished Not applicable. to state insurance regulatory authorities. (99) Additional exhibits Registrant's definitive Proxy Statement dated February 20, 1996. <TABLE> <CAPTION> McCormick and Company, Inc. Part I - Exhibit 11 (In Thousands Except Per Share Amounts) Statement re Computation of Per-Share Earnings* Year Ended November 30 Computation for Statement of Income 1995 1994 1993 <S> <C> <C> <C> Net Income $97,521 $61,157 $73,054 Reconciliation of Weighted Average Number of Shares Outstanding to Amount used in Primary Earnings Per Share Computation Weighted Average Number of Shares Outstanding 81,181 81,240 80,799 Add - Dilutive Effect of Outstanding Options (as Determined by the Application of the Treasury Stock Method) (F1) 138 391 967 Weighted Average Number of Shares Outstanding As Adjusted for Equivalent Shares 81,319 81,631 81,766 PRIMARY EARNINGS PER SHARE $1.20 $0.75 $0.89 Year Ended November 30 Computation for Statement of Income 1995 1994 1993 Reconciliation of Weighted Average Number of Shares Outstanding to Amount used in Fully Diluted Earnings Per Share Computation Weighted Average Number of Shares Outstanding 81,181 81,240 80,799 Add - Dilutive Effect of Outstanding Options (As Determined by the Application of the Treasury Stock Method) (F1) 159 391 990 Weighted Average Number of Shares Outstanding As Adjusted for Equivalent Shares 81,340 81,631 81,789 FULLY DILUTED EARNINGS PER SHARE $1.20 $0.75 $0.89 *See 1995 Annual Report, Note (F1) of the Notes to Financial Statements. <FN> (F1) "This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%." </FN> </TABLE> Exhibit 23 -- Consent of Independent Auditors We consent to the incorporation by reference in this Annual Report (Form 10-K) of McCormick & Company, Incorporated and subsidiaries of our report dated January 15, 19965, included in the 1995 Annual Report to Shareholders of McCormick & Company, Incorporated. Our audits also included the financial statement schedules of McCormick & Company, Incorporated and subsidiaries listed in Item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the following Registration Statements of McCormick & Company, Incorporated and subsidiaries and in the related Prospectuses (if applicable) of our report dated January 15, 1996, with respect to the consolidated financial statements and schedule of McCormick & Company, Incorporated and subsidiaries included in the 1995 Annual Report to Shareholders and incorporated by reference in this Annual Report (Form 10-K) for the year ended November 30, 1995. Form Registration Number Date Filed S-8 33-58197 3/23/95 S-3 33-66614 7/27/93 S-3 33-40920 5/29/91 S-8 33-33724 3/2/90 S-8 33-33725 3/2/90 S-3 33-32712 12/21/89 S-8 33-24660 3/16/89 S-8 33-24658 9/15/88 Ernst & Young Baltimore, Maryland February 20, 1996