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 - ------------------------------------------------------------------------------- (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 - ------------------------------------------------------------------------------- (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. <TABLE> <CAPTION> Shares Outstanding March 31, 2001 -------------- <S> <C> Common Stock 8,125,967 Common Stock Non-Voting 60,702,447 </TABLE>
PART I - FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS McCORMICK & COMPANY, INCORPORATED CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (in thousands except per share amounts) <TABLE> <CAPTION> Three Months Ended Feb. 28, Feb. 29, 2001 2000 ---- ---- <S> <C> <C> 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 ======== ======== </TABLE> See notes to condensed consolidated financial statements. (1)
McCORMICK & COMPANY, INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEET (in thousands) <TABLE> <CAPTION> Feb. 28, Feb. 29, Nov. 30, 2001 2000 2000 ----------- ----------- ---- (Unaudited) (Unaudited) <C> <C> <C> 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 ========== ========== ========== </TABLE> See notes to condensed consolidated financial statements. (2)
McCORMICK & COMPANY, INCORPORATED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (in thousands) <TABLE> <CAPTION> Three Months Ended Feb. 28, Feb. 29, 2001 2000 ---- ---- <S> <C> <C> 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 ======== ======== </TABLE> 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: <TABLE> <CAPTION> Three Months Ended Feb. 28, Feb. 29, 2001 2000 ---- ---- (in thousands) <S> <C> <C> 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 ====== ====== </TABLE> 3. COMPREHENSIVE INCOME The following table sets forth the components of comprehensive income: <TABLE> <CAPTION> Three Months Ended Feb. 28, Feb. 29, 2001 2000 ---- ---- (in thousands) <S> <C> <C> 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 ======= ======= </TABLE> 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. <TABLE> <CAPTION> Total Corporate & Consumer Industrial Food Packaging Eliminations Total -------- ---------- ----- --------- ------------ ------- (in millions) <S> <C> <C> <C> <C> <C> <C> 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 </TABLE> 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. <TABLE> <CAPTION> Three months ended Feb. 28, Feb. 29, 2001 2000 ---- ---- (in millions) <S> <C> <C> NET SALES Consumer $269.5 $203.1 Industrial 219.0 217.3 Packaging 45.0 42.0 -------- -------- $533.5 $462.4 </TABLE> 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. <TABLE> <CAPTION> Three months ended Feb. 28, Feb. 29, 2001 2000 ---- ---- (in millions) <S> <C> <C> OPERATING INCOME Consumer $27.2 $24.6 Industrial 19.5 14.9 Packaging 5.2 5.2 ------ ------ Combined segments (1) $51.9 $44.7 </TABLE> (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: <TABLE> <CAPTION> Year of maturity THERE- (millions) 2001 2002 2003 2004 AFTER TOTAL - ------------------------- -------------- ------------- ------------ -------------- ------------ -------------- <S> <C> <C> <C> <C> <C> <C> 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% - ------------------------- -------------- ------------- ------------ -------------- ------------ -------------- </TABLE> 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 <TABLE> <CAPTION> ITEM 601 EXHIBIT NUMBER REFERENCE OR PAGE <S> <C> (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. </TABLE> (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)