Form 10-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2010

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-14920

 

 

McCORMICK & COMPANY, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   52-0408290

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

18 Loveton Circle, Sparks, Maryland   21152
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (410) 771-7301

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, No Par Value   New York Stock Exchange
Common Stock Non-Voting, No Par Value   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Not applicable.

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x


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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  x

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 prices 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 Stock held by non-affiliates at May 31, 2010: $282,349,049

The aggregate market value of the Non-Voting Common Stock held by non-affiliates at May 31, 2010: $4,645,172,239

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Class

 

Number of Shares Outstanding

 

Date

Common Stock   12,564,756   December 31, 2010
Common Stock Non-Voting   120,399,229   December 31, 2010

DOCUMENTS INCORPORATED BY REFERENCE

 

Document

 

Part of 10-K into Which Incorporated

Annual Report to Stockholders

for Fiscal Year Ended November 30, 2010

(the “Annual Report to Stockholders for 2010”)

  Part I, Part II

Proxy Statement for

McCormick’s March 30, 2011

Annual Meeting of Shareholders

(the “2011 Proxy Statement”)

  Part III

 

 

 


PART I

As used herein, references to “McCormick,” “we,” “us” and “our” are to McCormick & Company, Incorporated and its consolidated subsidiaries or, as the context may require, McCormick & Company, Incorporated only.

 

Item 1. Business

McCormick is a global leader in flavor with the manufacturing, marketing and distribution of spices, seasonings, specialty foods and flavorings to the entire food industry. Our major sales, distribution and production facilities are located in North America and Europe. Additional facilities are based in Mexico, Central America, Australia, China, Singapore, Thailand and South Africa. McCormick & Company, Incorporated was formed in 1915 under Maryland law as the successor to a business established in 1889.

We operate in two business segments, consumer and industrial. The consumer segment sells spices, herbs, extracts, seasoning blends, sauces, marinades, and specialty foods to the consumer food market under a variety of brands worldwide, including “Mc®,” “McCormick®,” “Lawry’s®,” “Zatarain’s®,” “Old Bay®,” “Thai Kitchen®,” “Simply Asia®,” “Ducros®,” “Schwartz®,” “Vahine®,” “Silvo®,” “Club House®,” El Guapo®,” Aeroplane®,” and “Billy Bee®.” The industrial segment sells seasoning blends, natural spices and herbs, wet flavors, coating systems, and compound flavors to multinational food manufacturers and foodservice customers both directly and indirectly through distributors.

Please refer to pages 16 through 18, of our Annual Report to Stockholders for 2010 for descriptions of our consumer and industrial businesses, and pages 10 through 14 of our Annual Report to Stockholders for 2010 for a discussion of growth initiatives for the business. These pages of our Annual Report to Stockholders for 2010, as well as all other page references to our Annual Report to Stockholders for 2010 contained in this Form 10-K, are incorporated herein by reference.

For financial information about our business segments, please refer to pages 19 through 24, “Management’s Discussion and Analysis – Results of Operations” of our Annual Report to Stockholders for 2010, and Note 16, “Business Segments and Geographic Areas” of the Notes to Consolidated Financial Statements on pages 55 and 56 of the Annual Report to Stockholders for 2010.

For a discussion of our recent acquisition activity, please refer to page 27 “Management’s Discussion and Analysis – Acquisitions” of our Annual Report to Stockholders for 2010, and Note 2, “Acquisitions” of the Notes to Consolidated Financial Statements on page 42 of the Annual Report to Stockholders for 2010.

Raw Materials

The most significant raw materials used by us in our business are dairy products, pepper, capsicums, onion, wheat, soybean oil, and garlic. Pepper and other spices and herbs are generally sourced from countries other than the United States. Other raw materials, like cheese and onion, are primarily sourced from within the United States. We are 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 are subject to fluctuations in market price and availability caused by weather, growing and harvesting conditions, market conditions, and other factors beyond our control. We respond to this volatility in a number of ways, including strategic raw material purchases, purchases of raw material for future delivery, and customer price adjustments.

Customers

McCormick’s products are sold directly to customers and also through brokers, wholesalers, and distributors. In the consumer segment, products are resold to consumers through a variety of retail outlets, including grocery, mass merchandise, warehouse clubs, discount, and drug stores under a variety of brands. In the industrial segment, products are used by food and beverage manufacturers as ingredients for their finished goods and by food service customers as ingredients for menu items to enhance the flavor of their foods. Customers for the industrial segment include food manufacturers and the food service industry supplied both directly and indirectly through distributors.

We have a large number of customers for our products. In fiscal year 2008, sales to one of our customers, PepsiCo, Inc., accounted for approximately 10% of consolidated net sales. In fiscal year 2009, sales to two of our customers, PepsiCo, Inc. and Wal-Mart Stores, Inc., each accounted for approximately 11% of consolidated net sales. In fiscal year 2010, sales to two of our customers, PepsiCo, Inc. and Wal-Mart Stores, Inc., accounted for approximately 10% and 11% of consolidated net sales, respectively. Sales to our five largest customers represented approximately 34% of consolidated net sales for the 2010 fiscal year.

The dollar amount of backlog orders for our business is not material to an understanding of our business, taken as a whole. No material portion of our business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the U.S. government.

 

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Trademarks, Licenses and Patents

McCormick owns a number of trademark registrations. Although in the aggregate these trademarks may be material to our business, the loss of any one of those trademarks, with the exception of our “McCormick,” “Lawry’s,” “Zatarain’s,” “Club House,” “Ducros,” “Schwartz,” and “Vahine,” trademarks, would not have a material adverse effect on our business. The “Mc - McCormick” trademark is extensively used by us in connection with the sale of our food products in the U.S. and certain non-U.S. markets. The terms of the trademark registrations are as prescribed by law and the registrations will be renewed for as long as we deem them to be useful.

We have entered into a number of license agreements authorizing the use of our trademarks by affiliated and non-affiliated entities. The loss of these license agreements would not have a material adverse effect on our business. The term of the license agreements is generally three to five years or until such time as either party terminates the agreement. Those agreements with specific terms are renewable upon agreement of the parties.

We also own various patents, none of which individually are viewed as material to our business.

Seasonality

Due to seasonal factors inherent in McCormick’s business, our sales, income, and cash from operations generally are lower in the first two quarters of the fiscal year, increase in the third quarter and are significantly higher in the fourth quarter due to the holiday season. This seasonality reflects customer and consumer buying patterns, primarily in the consumer segment.

Working Capital

In order to meet increased demand for our consumer products during our fourth quarter, McCormick usually builds its inventories during the third quarter of the fiscal year. We generally finance 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 our liquidity and capital resources, see Note 6 “Financing Arrangements” of the Notes to Consolidated Financial Statements on pages 43 and 44 of our Annual Report to Stockholders for 2010, and the “Liquidity and Financial Condition” section of “Management’s Discussion and Analysis” on pages 24 through 27 of our Annual Report to Stockholders for 2010.

Competition

McCormick competes in a geographic market that is international and highly competitive. Our strategies for competing in each of our segments include a focus on price and value, product quality and innovation, and superior service. Additionally, in the consumer segment, we focus on brand recognition and loyalty, effective advertising, promotional programs, and the identification and satisfaction of consumer preferences. For further discussion, see pages 16 through 18 of our Annual Report to Stockholders for 2010.

Research and Development

Many of McCormick’s products are prepared from confidential formulas developed by our research laboratories and product development teams, as well as from, in some cases, customer proprietary formulas. Expenditures for research and development were $52.7 million in 2010, $48.9 million in 2009, and $51.0 million in 2008. The amount spent on customer-sponsored research activities is not material to us.

Environmental Regulations

The cost of compliance with federal, state, and local provisions related to protection of the environment has had no material effect on McCormick’s business. There were no material capital expenditures for environmental control facilities in fiscal year 2010 and there are no material expenditures planned for such purposes in fiscal year 2011.

Employees

McCormick had approximately 7,500 full time employees worldwide as of December 31, 2010. We believe our relationship with employees to be good. We have no collective bargaining contracts in the United States. At our foreign subsidiaries, approximately 1,300 employees are covered by collective bargaining agreements or similar arrangements.

Financial Information about Geographic Locations

For information on the net sales and long-lived assets of McCormick by geographic area, see Note 16, “Business Segments and Geographic Areas” of the Notes to Consolidated Financial Statements on pages 55 and 56 of our Annual Report to Stockholders for 2010.

 

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Foreign Operations

McCormick 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 39% of sales in fiscal year 2010 were from non-U.S. operations. For information on how McCormick manages these risks, see the “Market Risk Sensitivity” section of “Management’s Discussion and Analysis” on pages 27 through 29 of our Annual Report to Stockholders for 2010.

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 our Annual Report to Stockholders for 2010.

Available Information

Our principal corporate internet website address is: www.mccormickcorporation.com. We make available free of charge through our website our 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 Securities Exchange Act of 1934 (the “Exchange Act”) as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the United States Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding McCormick. Our website also includes our Corporate Governance Guidelines, Business Ethics Policy and charters of the Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee of our Board of Directors.

 

Item 1A. Risk Factors

The following are certain risk factors that could affect our business, financial condition, and results of operations. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause the actual results and conditions to differ materially from those projected in forward-looking statements. Before you buy our Common Stock or Common Stock Non-Voting, you should know that making such an investment involves some risks, including the risks described below. The risks that have been highlighted here are not the only ones that we face. If any of the risks actually occur, our business, financial condition, or results of operations could be negatively affected. In that case, the trading price of our securities could decline, and you may lose all or part of your investment.

Damage to Our Reputation or Brand Name, Loss of Brand Relevance, Increase in Private Label Use by Customers or Consumers, or Product Quality or Safety Concerns Could Negatively Impact Us.

Our reputation for manufacturing high-quality products is widely recognized. In order to safeguard that reputation, we have adopted rigorous quality assurance and quality control procedures which are designed to ensure conformity to specification and compliance with law. We also continually make efforts to maintain and improve relationships with our customers and consumers and to increase awareness and relevance of our brand through effective marketing and other measures. A serious breach of our quality assurance or quality control procedures, deterioration of our quality image, impairment of our customer or consumer relationships, or failure to adequately protect the relevance of our brand, which may lead to customers or consumers purchasing other brands or private label brands that may or may not be manufactured by us, could have a material negative impact on our financial condition and results of operations. From time to time, our customers evaluate their mix of branded and private label product offerings. If a significant portion of our branded business was switched to private label, it could have a significant impact on our consumer business.

The food industry generally is subject to risks posed by food spoilage and contamination, product tampering, product recall, and consumer product liability claims. For instance, we may be required to recall certain of our products should they be mislabeled, contaminated or damaged. We also may become involved in lawsuits and legal proceedings if it is alleged that the consumption of any of our products causes injury or illness. A product recall or an adverse result in any such litigation could cause consumers in our principal markets to lose confidence in the safety and quality of certain products or ingredients, and otherwise have a negative effect on our business and financial results. Negative publicity about these concerns, whether or not valid, may discourage consumers from buying our products or cause disruptions in production or distribution of our products and adversely affect our reputation or brands.

The Consolidation of Customers May Put Pressures on Our Operating Margins and Profitability.

Our customers, such as supermarkets, warehouse clubs, and food distributors, have consolidated in recent years and consolidation is expected to continue throughout the U.S., the European Union, and other major markets. Such consolidation could present a challenge to margin growth and profitability in that it has produced large, sophisticated customers with increased buying

 

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power who are more capable of operating with reduced inventories, resisting price increases, demanding lower pricing, increased promotional programs and specifically tailored products, and shifting shelf space currently used for our products to private label products. These factors and others could have an adverse impact on our future sales growth and profitability.

Issues Regarding Procurement of Raw Materials May Negatively Impact Us.

Our purchases of raw materials are subject to fluctuations in market price and availability caused by weather, growing and harvesting conditions, market conditions, governmental actions and other factors beyond our control. The most significant raw materials used by us in our business are dairy products, pepper, capsicums, onion, wheat, soybean oil, and garlic. While future price movements of raw material costs are uncertain, we seek to mitigate the market price risk in a number of ways, including strategic raw material purchases, purchases of raw material for future delivery, and customer price adjustments. We have not used derivatives to manage the volatility related to this risk. Any actions taken in response to market price fluctuations may not effectively limit or eliminate our exposure to changes in raw material prices. Therefore, we cannot provide assurance that future raw material price fluctuations will not have a negative impact on our business, financial condition or operating results.

In addition, we may have very little opportunity to mitigate the availability risk of certain raw materials due to the effect of weather on crop yield, political unrest in the producing countries, changes in governmental agricultural programs, and other factors beyond our control. Therefore, we cannot provide assurance that future raw material availability will not have a negative impact on our business, financial condition, or operating results.

Further, political, socio-economic, and cultural conditions, as well as disruptions caused by terrorist activities, in developing countries create risks for food safety. Although we have adopted rigorous quality assurance and quality control procedures which are designed to ensure the safety of our imported products, we cannot provide assurance that such events will not have a negative impact on our business, financial condition or operating results.

Our Profitability May Suffer as a Result of Competition in Our Markets.

The food industry is intensely competitive. Competition in our product categories is based on price, product innovation, product quality, brand recognition and loyalty, effectiveness of marketing and promotional activity, and the ability to identify and satisfy consumer preferences. From time to time, we may need to reduce the prices for some of our products to respond to competitive and customer pressures. Such pressures also may impair our ability to take appropriate remedial action to address commodity and other cost increases.

Laws and Regulations Could Adversely Affect Our Business

Food products are extensively regulated in many of the countries in which we sell our products. The Company is subject to numerous food safety and other laws and regulations relating to the manufacture, storage, marketing, advertising, and distribution of food products, including laws and regulations relating to financial reporting requirements, the environment, relations with distributors and retailers, employment, health and safety, and trade practices. Enforcement of existing laws and regulations, changes in legal requirements, and/or evolving interpretations of existing regulatory requirements, may result in increased compliance costs and create other obligations, financial or otherwise, that could adversely affect the Company’s business and/or financial results.

Our Operations may be Impaired as a Result of Disasters, Business Interruptions or Similar Events.

A natural disaster such as an earthquake, fire, flood, or severe storm, or a catastrophic event such as a terrorist attack, an epidemic affecting our operating activities, major facilities, or employees’ and customers’ health, or a computer system failure, could cause an interruption or delay in our business and loss of inventory and/or data or render us unable to accept and fulfill customer orders in a timely manner, or at all. In addition, some of our inventory and production facilities are located in areas that are susceptible to harsh weather; a major storm, heavy snowfall or other similar event could prevent us from delivering products in a timely manner.

We cannot provide assurance that our disaster recovery plan will address all of the issues we may encounter in the event of a disaster or other unanticipated issue, and our business interruption insurance may not adequately compensate us for losses that may occur from any of the foregoing. In the event that an earthquake, natural disaster, terrorist attack, or other catastrophic event were to destroy any part of our facilities or interrupt our operations for any extended period of time, or if harsh weather or health conditions prevent us from delivering products in a timely manner, our business, financial condition, and operating results could be seriously harmed.

We May Not Be Able to Successfully Consummate Proposed Acquisitions or Divestitures or Integrate Acquired Businesses.

From time to time, we may acquire other businesses and, based on an evaluation of our business portfolio, divest existing businesses. These potential acquisitions and divestitures may present financial, managerial, and operational challenges, including

 

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diversion of management attention from existing businesses, difficulty with integrating or separating personnel and financial and other systems, increased expenses, assumption of unknown liabilities and indemnities and potential disputes with the buyers or sellers. In addition, we may be required to incur asset impairment charges (including charges related to goodwill and other intangible assets) in connection with acquired businesses which may reduce our profitability. If we are unable to consummate such transactions, or successfully integrate and grow acquisitions and achieve contemplated revenue synergies and cost savings, our financial results could be adversely affected.

Our Foreign Operations are Subject to Additional Risks.

We operate our business and market our products internationally. In fiscal year 2010, 39% of our sales were generated in foreign countries. Our foreign operations are subject to additional risks, including fluctuations in currency values, foreign currency exchange controls, discriminatory fiscal policies, compliance with U.S. and foreign laws, enforcement of remedies in foreign jurisdictions, and other economic or political uncertainties. Additionally, international sales are subject to risks related to imposition of tariffs, quotas, trade barriers and other similar restrictions. All of these risks could result in increased costs or decreased revenues, either of which could adversely affect our profitability.

Fluctuations in Foreign Currency Markets May Negatively Impact Us.

We are exposed to fluctuations in foreign currency in the following main areas: cash flows related to raw material purchases; the translation of foreign currency earnings to U.S. dollars; the value of foreign currency investments in subsidiaries and unconsolidated affiliates and cash flows related to repatriation of these investments. Primary exposures include the British pound sterling versus the Euro, and the U.S. dollar versus the Euro, British pound sterling, Canadian dollar, Australian dollar, Mexican peso, Chinese renminbi, and Thai baht. We routinely enter into foreign currency exchange contracts to facilitate managing certain of these foreign currency risks. However, these contracts may not effectively limit or eliminate our exposure to a decline in operating results due to foreign currency exchange changes. Therefore, we cannot provide assurance that future exchange rate fluctuations will not have a negative impact on our business, financial position, or operating results.

Increases in Interest Rates May Negatively Impact Us.

We had total outstanding short-term borrowings of approximately $0.2 million at an average interest rate of approximately 8.8% on November 30, 2010. Our policy is to manage our interest rate risk by entering into both fixed and variable rate debt arrangements. We also use interest rate swaps to minimize worldwide financing cost and to achieve a desired mix of fixed and variable rate debt. We utilize derivative financial instruments to enhance our ability to manage risk, including interest rate exposures that exist as part of our ongoing business operations. We do not enter into contracts for trading purposes, nor are we a party to any leveraged derivative instruments. Our use of derivative financial instruments is monitored through regular communication with senior management and the utilization of written guidelines. However, our use of these instruments may not effectively limit or eliminate our exposure to changes in interest rates. Therefore, we cannot provide assurance that future interest rate increases will not have a material negative impact on our business, financial position, or operating results.

The Deterioration of Credit and Capital Markets May Adversely Affect our Access to Sources of Funding.

We rely on our revolving credit facilities, or borrowings backed by these facilities, to fund a portion of our seasonal working capital needs and other general corporate purposes. If any of the banks in the syndicates backing these facilities were unable to perform on its commitments, our liquidity could be impacted, which could adversely affect funding of seasonal working capital requirements. The Company engages in regular communication with all of the banks participating in our revolving credit facilities. During these communications none of the banks have indicated that they may be unable to perform on their commitments. In addition, management periodically reviews our banking and financing relationships, considering the stability of the institutions, pricing we receive on services, and other aspects of the relationships. Based on these communications and our monitoring activities, management believes the likelihood of one of our banks not performing on its commitment is remote.

In addition, global capital markets have experienced volatility that has tightened access to capital markets and other sources of funding. In the event we need to access the capital markets or other sources of financing, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable time, if at all. Our inability to obtain financing on terms and within a time acceptable to us could have an adverse impact on our operations, financial condition, and liquidity.

We Face Risks Associated With Certain Pension Assets and Obligations.

We hold investments in equity and debt securities in our qualified defined benefit pension plans and in a rabbi trust for our U.S. non-qualified pension plan. Deterioration in the value of plan assets resulting from a general financial downturn or otherwise, could cause (or increase) an underfunded status of our defined benefit pension plans, thereby increasing our obligation to make contributions to the plans. An obligation to make contributions to pension plans could reduce the cash available for working capital and other

 

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corporate uses, and may have an adverse impact on our operations, financial condition and liquidity.

The Global Financial Downturn Exposes Us to Credit Risks from Customers and Counterparties.

Consolidations in some of the industries in which our customers operate have created larger customers, some of which are highly leveraged. In addition, competition has increased with the growth in alternative channels through our customer base. These factors have caused some customers to be less profitable and increased our exposure to credit risk. Current credit markets are volatile, and some of our customers and counterparties are highly leveraged. A significant adverse change in the financial and/or credit position of a customer or counterparty could require us to assume greater credit risk relating to that customer or counterparty and could limit our ability to collect receivables. This could have an adverse impact on our financial condition and liquidity.

 

Item 1B. Unresolved Staff Comments

None.

 

Item 2. Properties

Our principal executive offices and primary research facilities are owned and are located in suburban Baltimore, Maryland.

The following is a list of our principal manufacturing properties, all of which are owned except for the facilities in Commerce, California and Melbourne, Australia, and a portion of the facility in Littleborough, England, which are leased:

United States:

Hunt Valley, Maryland – consumer and industrial (3 principal plants)

Gretna, Louisiana – consumer

South Bend, Indiana – industrial

Atlanta, Georgia – industrial

Commerce, California – consumer

Irving, Texas – industrial

Canada:

London, Ontario – consumer and industrial

Mexico:

Cuautitlan de Romero Rubio – industrial

United Kingdom:

Haddenham, England – consumer and industrial

Littleborough, England – consumer and industrial

France:

Carpentras – consumer

Monteux – consumer

Australia:

Melbourne – consumer and industrial

China:

Guangzhou – consumer and industrial

Shanghai – consumer and industrial

In addition to distribution facilities and warehouse space available at our manufacturing facilities, we lease regional distribution facilities in Belcamp, Maryland; Salinas, California; Irving, Texas; Mississauga and London, Ontario Canada; and Genvilliers, France and own distribution facilities in Monteux, France. We also own, lease, or contract other properties used for manufacturing consumer and industrial products and for sales, warehousing, distribution, and administrative functions.

We believe our plants are well maintained and suitable for their intended use. We further believe that these plants generally have adequate capacity and can accommodate seasonal demands, changing product mixes, and additional growth.

 

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Item 3. Legal Proceedings

There are no material pending legal proceedings in which we or any of our subsidiaries is a party or of which any of our or their property is the subject.

 

Item 4. Removed and Reserved.

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

We have disclosed in Note 18, “Selected Quarterly Data (Unaudited)” of the Notes to Consolidated Financial Statements on page 57 of our Annual Report to Stockholders for 2010, the information relating to the market price and dividends paid on our classes of common stock. The market price of our common stock at the close of business on December 31, 2010 was $46.27 per share for the Common Stock and $46.53 per share for the Common Stock Non-Voting.

Our Common Stock and Common Stock Non-Voting are listed and traded on the New York Stock Exchange (“NYSE”). The approximate number of holders of our Common Stock based on record ownership as of December 31, 2010 was as follows:

 

Title of Class

   Approximate Number
of Record Holders
 

Common Stock, no par value

     2,150   

Common Stock Non-Voting, no par value

     10,350   

The following table summarizes our purchases of Common Stock (CS) and Common Stock Non-Voting (CSNV) during the fourth quarter of 2010:

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

  

Total Number of Shares

Purchased

   Average Price
Paid per
Share
     Total Number of
Shares Purchased
as Part of Publicly
Announced  Plans
or Programs
     Approximate Dollar Value
of Shares that May Yet Be
Purchased  Under the Plans
or Programs
 
September 1, 2010
to September 30, 2010
   CS – 0    $ 00.00         0       $ 392 million   
  

CSNV – 210,000

   $ 41.08         210,000      
October 1, 2010
to October 31, 2010
   CS – 0    $ 00.00         0       $ 376 million   
  

CSNV – 400,000

   $ 42.58         400,000      
November 1, 2010
to November 30, 2010
   CS – 100    $ 43.96         100       $ 359 million   
  

CSNV – 395,000

   $ 44.08         395,000      
Total    CS – 100    $ 43.96         100       $ 359 million   
  

CSNV – 1,005,000

   $ 42.86         1,005,000      

 

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As of November 30, 2010, $0 remained of a $400 million share repurchase authorization approved by the Board of Directors in June 2005, and $359 million remained of a $400 million share repurchase authorization approved by the Board of Directors in June 2010.

 

Item 6. Selected Financial Data

This information is set forth on the line items titled “Net sales,” “Operating income,” “Earnings per share – Diluted,” “Common dividends declared,” “Long-term debt” and “Total assets” in the “Historical Financial Summary” on page 58 of our Annual Report to Stockholders for 2010, which line items are incorporated by reference. See also Note 1 “Summary of Significant Accounting Policies” on pages 40 through 41 of our Annual Report to Stockholders for 2010.

 

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 16 through 32 of our Annual Report to Stockholders for 2010.

 

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 our Annual Report to Stockholders for 2010, and in Note 7 “Financial Instruments” on pages 44 through 46 of our Annual Report to Stockholders for 2010.

 

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary data are included on pages 36 through 58 of our Annual Report to Stockholders for 2010. The report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on such financial statements is included on pages 34 and 35 of our Annual Report to Stockholders for 2010. The supplemental schedule for 2008, 2009 and 2010 is included on page 15 of this Annual Report on Form 10-K. The report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on such supplemental schedule is included on page 14 of this Annual 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 57 of our Annual Report to Stockholders for 2010.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

 

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Internal Control over Financial Reporting

Management’s report on our internal control over financial reporting and the report of our Independent Registered Public Accounting Firm on internal control over financial reporting are included on pages 34 and 35 of our Annual Report to Stockholders for 2010. No change occurred in our “internal control over financial reporting” (as defined in Rule 13a-15(f)) during our last fiscal quarter which has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information

None.

 

8


PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

Information responsive to this item is set forth in the sections titled “Corporate Governance,” “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our 2011 Proxy Statement, incorporated by reference herein, to be filed within 120 days after the end of our fiscal year.

In addition to the executive officers described in the 2011 Proxy Statement incorporated by reference in this Item 10 of this Report, the following individuals are also executive officers of McCormick: W. Geoffrey Carpenter, Kenneth A. Kelly, Jr., and Cecile K. Perich.

Mr. Carpenter is 58 years old and, during the last five years, has held the following positions with McCormick: December 2008 to present – Vice President, General Counsel, & Secretary; April 1996 to December 2008 – Associate General Counsel & Assistant Secretary.

Mr. Kelly is 56 years old and, during the last five years, has held the following positions with McCormick: April 2008 to present – Senior Vice President & Corporate Controller; February 2000 to April 2008 – Vice President & Corporate Controller.

Ms. Perich is 59 years old and, during the last five years, has held the following positions with McCormick: April 2010 to present – Senior Vice President – Human Relations; January 2007 to April 2010 – Vice President – Human Relations; January 1997 to January 2007 – Vice President – Human Relations, U.S. Industrial Group.

We have adopted a code of ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer, and our Board of Directors. A copy of the code of ethics is available on our internet website at www.mccormickcorporation.com. We will satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any material amendment to our code of ethics, and any waiver from a provision of our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting such information on our 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 “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Narrative to the Summary Compensation Table,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested in Last Fiscal Year,” “Pension Benefits,” “Non- Qualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Compensation Committee Interlocks and Insider Participation” and “Equity Compensation Plan Information” in the 2011 Proxy Statement.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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 2011 Proxy Statement.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information responsive to this Item is incorporated herein by reference to the section entitled “Corporate Governance” in the 2011 Proxy Statement.

 

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 Registered Public Accounting Firm” in the 2011 Proxy Statement.

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

(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.

 

9


2. The financial statement schedule required by Item 8 of this Form 10-K which is listed in the Table of Contents appearing on page 15 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 16 through 18 of this Report.

 

10


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, McCormick 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/    ALAN D. WILSON          

 

Chairman, President & Chief Executive Officer

  January 27, 2011
  Alan D. Wilson    

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of McCormick and in the capacities and on the dates indicated.

 

Principal Executive Officer:    
By:  

/s/    ALAN D. WILSON          

 

Chairman, President & Chief Executive Officer

  January 27, 2011
  Alan D. Wilson    
Principal Financial Officer:

By:

 

/s/    GORDON M. STETZ, JR.          

 

Executive Vice President & Chief Financial Officer

  January 27, 2011
  Gordon M. Stetz, Jr.    
Principal Accounting Officer:

By:

 

/s/    KENNETH A. KELLY, JR.          

 

Senior Vice President & Controller

  January 27, 2011
  Kenneth A. Kelly, Jr.    

 

11


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/    JOHN P. BILBREY          

    January 27, 2011
John P. Bilbrey    

/s/    JAMES T. BRADY          

    January 27, 2011
James T. Brady    

/s/    J. MICHAEL FITZPATRICK          

    January 27, 2011
J. Michael Fitzpatrick    

/s/    FREEMAN A. HRABOWSKI, III          

    January 27, 2011
Freeman A. Hrabowski, III    

/s/    PATRICIA LITTLE          

    January 27, 2011
Patricia Little    

/s/    MICHAEL D. MANGAN          

    January 27, 2011
Michael D. Mangan    

/s/    MARGARET M.V. PRESTON          

    January 27, 2011
Margaret M. V. Preston    

/s/    GEORGE A. ROCHE          

    January 27, 2011
George A. Roche    

/s/    GORDON M. STETZ, JR.          

    January 27, 2011
Gordon M. Stetz, Jr.    

/s/    WILLIAM E. STEVENS          

    January 27, 2011
William E. Stevens    

/s/    ALAN D. WILSON          

    January 27, 2011
Alan D. Wilson    

 

12


TABLE OF CONTENTS AND RELATED INFORMATION

Included in our 2010 Annual Report to Stockholders, the following consolidated financial statements are incorporated by reference in Item 8*:

Consolidated Income Statement for the years ended November 30, 2010, 2009 & 2008

Consolidated Balance Sheet, November 30, 2010 & 2009

Consolidated Cash Flow Statement for the years ended November 30, 2010, 2009 & 2008

Consolidated Statement of Shareholders’ Equity for the years ended November 30, 2010, 2009 & 2008

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Included in Part IV of this Annual Report:

Report of Independent Registered Public Accounting Firm on Financial Statement Schedule

Supplemental Financial Schedule:

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 2010 Annual Report to Stockholders of McCormick for its fiscal year ended November 30, 2010 is being furnished with this Annual Report on Form 10-K.

 

13


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

McCormick & Company, Incorporated

We have audited the consolidated financial statements of McCormick & Company, Incorporated as of November 30, 2010 and 2009, and for each of the three years in the period ended November 30, 2010, and have issued our report thereon dated January 27, 2011 (incorporate by reference into this Annual Report (Form 10-K)). Our audits also included the financial statement schedule listed in Item 15(a) of this Annual Report (Form 10-K). 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, presents fairly in all material respects the information set forth therein.

 

/s/ Ernst & Young LLP

Baltimore, Maryland

January 27, 2011

 

14


Supplemental Financial Schedule II Consolidated

McCORMICK & COMPANY, INCORPORATED

VALUATION AND QUALIFYING ACCOUNTS

(IN MILLIONS)

 

 

Column A

   Column B      Column C Additions     Column D     Column E  

Description

   Balance at
Beginning of
Period
     Charged to
Costs and
Expenses
     Charged to
Other
Accounts
    Deductions     Balance at
End of Period
 

Deducted from asset accounts:

            

Year ended November 30, 2010:

            

Allowance for doubtful receivables

   $ 4.5       $ —         $ (0.2   $ (1.4   $ 2.9   

Valuation allowance on net deferred tax

            

assets

     20.5         4.7         (1.8     (0.5     22.9   
                                          
   $ 25.0       $ 4.7       $ (2.0   $ (1.9   $ 25.8   
                                          

Deducted from asset accounts:

            

Year ended November 30, 2009:

            

Allowance for doubtful receivables

   $ 4.6       $ 8.2       $ 0.5      $ (8.8   $ 4.5   

Valuation allowance on net deferred tax

            

assets

     7.5         7.9         5.1        —          20.5   
                                          
   $ 12.1       $ 16.1       $ 5.6      $ (8.8   $ 25.0   
                                          

Deducted from asset accounts:

            

Year ended November 30, 2008:

            

Allowance for doubtful receivables

   $ 5.7       $ 1.3       $ (0.8   $ (1.6   $ 4.6   

Valuation allowance on net deferred tax

            

assets

     6.2         1.8         (0.2     (0.3     7.5   
                                          
   $ 11.9       $ 3.1       $ (1.0   $ (1.9   $ 12.1   
                                          

 

 

15


EXHIBIT INDEX

The following exhibits are attached or incorporated herein by reference:

 

         

Exhibit Number

  

Description

(3)

   (i)    Articles of Incorporation and By-Laws   
      Restatement of Charter of McCormick & Company, Incorporated dated April 16, 1990    Incorporated by reference from Exhibit 4 of Registration Form S-8, Registration No. 33-39582 as filed with the Securities and Exchange Commission on March 25, 1991.
      Articles of Amendment to Charter of McCormick & Company, Incorporated dated April 1, 1992    Incorporated by reference from Exhibit 4 of Registration Form S-8, Registration Statement No. 33-59842 as filed with the Securities and Exchange Commission on March 19, 1993.
      Articles of Amendment to Charter of McCormick & Company, Incorporated dated March 27, 2003    Incorporated by reference from Exhibit 4 of Registration Form S-8, Registration Statement No. 333-104084 as filed with the Securities and Exchange Commission on March 28, 2003.
   (ii)    By-Laws   
      By-Laws of McCormick & Company, Incorporated Amended and Restated on May 25, 2010    Incorporated by reference from Exhibit 3(ii) 4 of McCormick’s Form 8-K, File No. 1-14920, as filed with the Securities and Exchange Commission on May 27, 2010.

(4)

   Instruments defining the rights of security holders, including indentures
   (i)    See Exhibit 3 (Restatement of Charter and By-Laws)
   (ii)    Summary of Certain Exchange Rights, incorporated by reference from Exhibit 4.1 of McCormick’s Form 10-Q for the quarter ended August 31, 2001, File No. 0-748, as filed with the Securities and Exchange Commission on October 12, 2001.
   (iii)    Indenture dated December 5, 2000 between McCormick and SunTrust Bank, incorporated by reference from Exhibit 4(iii) of McCormick’s Form 10-Q for the quarter ended August 31, 2003, File No. 1-14920, as filed with the Securities and Exchange Commission on October 14, 2003. McCormick hereby undertakes to furnish to the Securities and Exchange Commission, upon its request, copies of additional instruments of McCormick with respect to long-term debt that involve an amount of securities that do not exceed 10 percent of the total assets of McCormick and its subsidiaries on a consolidated basis, pursuant to Regulation S-K, Item 601(b)(4)(iii)(A).
   (iv)    Indenture dated December 7, 2007 between McCormick and The Bank of New York, incorporated by reference from Exhibit 4.1 of McCormick’s Form 8-K dated December 4, 2007, File No. 0-748, as filed with the Securities and Exchange Commission on December 10, 2007. McCormick hereby undertakes to furnish to the Securities and Exchange Commission, upon its request, copies of additional instruments of McCormick with respect to long-term debt that involve an amount of securities that do not exceed 10 percent of the total assets of McCormick and its subsidiaries on a consolidated basis, pursuant to Regulation S-K, Item 601(b)(4)(iii)(A).
   (v)    Form of 5.20% Notes due 2015, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated December 1, 2005, File No. 0-748, as filed with the Securities and Exchange Commission on December 6, 2005.
   (vi)    Form of 5.80% Notes due 2011, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated July 10, 2006, File No. 0-748, as filed with the Securities and Exchange Commission on July 13, 2006.
   (vii)    Form of 5.75% Notes due 2017, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated December 4, 2007, File No. 0-748, as filed with the Securities and Exchange Commission on December 10, 2007.
   (viii)    Form of 5.25% Notes due 2013 (issued pursuant to an Indenture between McCormick and The Bank of New York Mellon, formerly known as The Bank of New York, as trustee, a copy of which was filed with the Securities and Exchange Commission as Exhibit 4.1 to McCormick’s Form 8-K on December 10, 2007, File No. 0-748), incorporated

 

16


         

Exhibit Number

  

Description

      by reference from Exhibit 4.1 of McCormick’s Form 8-K dated September 3, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on September 4, 2008.

(10)

   Material contracts
   (i)    McCormick’s supplemental pension plan for certain senior and executive officers, amended and restated with an effective date of January 1, 2005, adopted by the Compensation Committee of the Board of Directors on November 28, 2008, which agreement is incorporated by reference from Exhibit 10(i) of McCormick’s 10-K for the fiscal year ended November 30, 2009, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2010.*
   (ii)    The 2001 Stock Option Plan, in which officers and certain other management employees participate, is set forth on pages 33 through 36 of McCormick’s definitive Proxy Statement dated February 15, 2001, File No. 1-14920, as filed with the Securities and Exchange Commission on February 14, 2001, and incorporated by reference herein.*
   (iii)    The 1997 Stock Option Plan, in which officers and certain other management employees participate, is set forth in Exhibit B of McCormick’s definitive Proxy Statement dated February 19, 1997, File No. 0-748, as filed with the Securities and Exchange Commission on February 18, 1997, and incorporated by reference herein.*
   (iv)    2004 Long-Term Incentive Plan, in which officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 17, 2004, File No. 1-14920, as filed with the Securities and Exchange Commission on February 17, 2004, and incorporated by reference herein.*
   (v)    1999 Directors’ Non-Qualified Stock Option Plan, provided to members of McCormick’s Board of Directors who are not also employees of McCormick, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 16, 1999, File No. 0-748, as filed with the Securities and Exchange Commission on February 16, 1999, and incorporated by reference herein.*
   (vi)    2004 Directors’ Non-Qualified Stock Option Plan, provided to members of McCormick’s Board of Directors who are not also employees of McCormick, is set forth in Exhibit B of McCormick’s definitive Proxy Statement dated February 17, 2004, File No. 1-14920, as filed with the Securities and Exchange Commission on February 17, 2004, and incorporated by reference herein.*
   (vii)    Directors’ Share Ownership Program, provided to members of McCormick’s Board of Directors who are not also employees of McCormick, is set forth on page 28 of McCormick’s definitive Proxy Statement dated February 17, 2004, File No. 1-14920, as filed with the Securities and Exchange Commission on February 17, 2004, and incorporated by reference herein.*
   (viii)    Deferred Compensation Plan, as restated on January 1, 2000, and amended on August 29, 2000, September 5, 2000 and May 16, 2003, in which directors, officers and certain other management employees participate, a copy of which Plan document and amendments was attached as Exhibit 10(viii) of McCormick’s Form 10-Q for the quarter ended August 31, 2003, File No. 1-14920, as filed with the Securities and Exchange Commission on October 14, 2003, and incorporated by reference herein.*
   (ix)    2005 Deferred Compensation Plan, amended and restated with an effective date of January 1, 2005, in which directors, officers and certain other management employees participate, which agreement is incorporated by reference from Exhibit 4.1 of McCormick’s Form S-8, Registration No. 333-155775, as filed with the Securities and Exchange Commission on November 28, 2008.*
   (x)    The 2009 Employee Stock Purchase Plan, in which employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 12, 2009, File No. 1-14920, as filed with the Securities and Exchange Commission on February 12, 2009, and incorporated by reference herein.*
   (xi)    The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 20, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on February 20, 2008, and incorporated by reference herein, as amended by Amendment No. 1 thereto, which Amendment is incorporated by reference from Exhibit 10(xi) of McCormick’s 10-K for the fiscal year ended November 30, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2009.*

(13)

   Annual Report to Stockholders for 2010    Attached

(21)

   Subsidiaries of McCormick    Attached

(23)

   Consents of experts and counsel    Attached

(31)

   Rule 13a-14(a)/15d-14(a) Certifications    Attached

(32)

   Section 1350 Certifications    Attached

 

17


(101)

   The following financial information from the Annual Report on Form 10-K of McCormick for the year ended November 30, 2010, furnished electronically herewith, and formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statement of Stockholders’ Equity and Comprehensive Income; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text.**

 

* Management contract or compensatory plan or arrangement.
** In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

18


EXHIBIT 13

Annual Report to Stockholders

 

19

Exhibit 13 Annual Report

LOGO


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Contents:       

Passion for Flavor

     2   

Power of People

     3   

Taste You Trust

     5   

Inspiring Healthy Choices

     6   

Delivering High Performance

     7   

Passion Points

     8   

Financial Highlights

     9   

Letter to Shareholders

     10   

Questions and Answers with Alan

     14   

Directors and Officers

     15   

Management’s Discussion and Analysis

     16   

Financial Information

     33   

Investor Information

     59   

 

LOGO  

CARDAMOM

 

In 721 B.C., the gardens of the King of Babylon included the cardamom plant. Cardamom was used in perfumes in Ancient Greece and Rome. Native to South India and Ceylon, it grows in tropical conditions at elevations above 2,000 feet. With a distinctive, floral aroma and clean flavor, to this day it continues to add a fragrant touch to a wide range of dishes. It is primarily used in India for curries and meat dishes. Cardamom is enjoyed as a flavoring for coffee in Middle Eastern countries and is popular in Chinese and Latin American cooking. Increasingly, dishes in the United States are using this intriguing flavor. This year’s annual report is scented with the wonderful aroma of cardamom.


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page 14    McCormick & Company    2010 Annual Report


Board of Directors

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PICTURED FROM LEFT TO RIGHT, STANDING: Gordon Stetz, George Roche, Freeman Hrabowski, Michael Fitzpatrick, James Brady, John Bilbrey, Patricia Little; SEATED: Margaret Preston, Michael Mangan, Alan Wilson, William Stevens

 

Board of Directors

John P. Bilbrey 54

Executive Vice President,

Chief Operating Officer

The Hershey Company

Hershey, Pennsylvania

Director since 2005

Compensation Committee

James T. Brady 70

Managing Director, Mid-Atlantic

Ballantrae International, Ltd.

Ijamsville, Maryland

Director since 1998

Audit Committee*

J. Michael Fitzpatrick 64

Chairman

Citadel Plastics Holdings, Inc.

Radnor, Pennsylvania

Director since 2001

Audit Committee

Freeman A. Hrabowski, III 60

President

University of Maryland

Baltimore County

Baltimore, Maryland

Director since 1997

Nominating/Corporate Governance

Committee*

Patricia Little 50

Executive Vice President and

Chief Financial Officer

Kelly Services, Inc.

Troy, Michigan

Director since 2010

Audit Committee

 

Michael D. Mangan 54

Former President, Worldwide Power

Tools & Accessories

The Black & Decker Corporation

Towson, Maryland

Director since 2007

Audit Committee

Nominating/Corporate Governance

Committee

Margaret M.V. Preston 53

Managing Director &

Regional Executive

U.S. Trust, Bank of America

Private Wealth Management

Greenwich, Connecticut

Director since 2003

Nominating/Corporate Governance

Committee

George A. Roche 69

Retired Chairman & President

T. Rowe Price Group, Inc.

Baltimore, Maryland

Director since 2007

Compensation Committee

Gordon M. Stetz 50

Executive Vice President &

Chief Financial Officer

McCormick & Company, Inc.

Director since 2011

William E. Stevens 68

Chairman

BBI Group, Inc.

St. Louis, Missouri

Director since 1988

Compensation Committee*

Alan D. Wilson 53

Chairman, President &

Chief Executive Officer

McCormick & Company, Inc.

Director since 2007

 

Executive Officers

Alan D. Wilson

Chairman, President & Chief Executive Officer

Gordon M. Stetz

Executive Vice President &

Chief Financial Officer

W. Geoffrey Carpenter

Vice President - General Counsel & Secretary

Kenneth A. Kelly, Jr.

Senior Vice President & Controller

Lawrence E. Kurzius

President - McCormick International

Charles T. Langmead

President - U.S. Industrial Group

Cecile K. Perich

Senior Vice President - Human Relations

Mark T. Timbie

President - North American Consumer Foods


 

* Indicates Chair Position on the Committee

 

McCormick & Company    2010 Annual Report    page 15


Management’s Discussion and Analysis

The purpose of Management’s Discussion and Analysis (MD&A) is to provide an understanding of McCormick’s business, financial results and financial condition. The MD&A is organized in the following sections:

Business Overview

Results of Operations

Non-GAAP Financial Measures

Liquidity and Financial Condition

Acquisitions

Other information, including critical accounting estimates and assumptions and forward-looking information

The information in the charts and tables in the MD&A are for the years ended November 30. All dollars and number of shares are in millions, except per share data. We analyze and measure the profitability of our two business segments and the total business excluding items impacting comparability. These items included the reversal of a significant tax accrual in 2010, charges related to our restructuring activities in 2009 and 2008, and an impairment charge that was recorded in 2008. While all consolidated financial results include the impact of these charges, certain results are also shown on a comparable basis, excluding the impact of these items.

 


 

page 16    McCormick & Company    2010 Annual Report


Management’s Discussion and Analysis

 

BUSINESS OVERVIEW

 

 

 

EXECUTIVE SUMMARY

McCormick is a global leader in flavor, with the manufacturing, marketing and distribution of spices, seasonings, specialty foods and flavorings to the entire food industry. Customers range from retail outlets and food manufacturers to foodservice businesses. The Company was founded in 1889 and built on a culture of Multiple Management which engages employees in problem-solving, high performance and professional development.

We have approximately 7,500 full-time employees in facilities located around the world. Our major sales, distribution and production facilities are located in North America and Europe. Additional facilities are based in Mexico, Central America, Australia, China, Singapore, Thailand and South Africa. In 2010, 39% of sales were outside the United States.

Listed below are significant highlights of the discussion and analysis that follows:

 

 

Net sales were $3.3 billion in 2010 and up 5% primarily due to higher volume and product mix, which was driven by product innovation, increased brand marketing and expanded distribution.

 

 

Earnings per share were $2.75 in 2010 compared to $2.27 in 2009. Earnings per share in 2010 included a $0.10 benefit of the reversal of a significant tax accrual. Earnings per share in 2009 included $0.08 of charges related to our restructuring program which was concluded that year. On a comparable basis, excluding these impacts, we grew adjusted earnings per share 13% in 2010.

 

 

With productivity improvement throughout the business, we achieved $54 million in cost savings related to our Comprehensive Continuous Improvement (CCI) program.

 

 

Cash generation remained strong with cash from operations of $388 million in 2010. We used part of this cash to complete our pay down of the debt related to the Lawry’s acquisition and to fund $138 million of dividend payments and $47 million of joint ventures and acquisitions. We resumed our share repurchase activity, completing a $400 million authorization from 2005 and beginning a new $400 million authorization approved by our Board of Directors mid-year in 2010.

 

 

In November 2010, our Board of Directors approved our 25th consecutive annual dividend increase and the annualized dividend as we began our 2011 fiscal year was $1.12 per share.

 

BUSINESS SEGMENTS

We operate in two business segments, consumer and industrial. Consistent with market conditions in each segment, our consumer business has a higher overall profit margin than our industrial business. In 2010, the consumer business contributed 60% of sales and 79% of operating income and the industrial business contributed 40% of sales and 21% of operating income.

Across both segments, we have the customer base and product breadth to participate in all types of eating occasions, whether it is cooking at home, dining out, purchasing a quick service meal or enjoying a snack. We offer our retailers and consumers a range of products from premium to value-priced.

Consumer Business

From locations around the world, our brands reach consumers in more than 100 countries. Our leading brands in the Americas are McCormick®, Lawry’s® and Club House®. We also market authentic ethnic brands such as Zatarain’s, El Guapo®, Thai Kitchen® and Simply Asia®, and specialty items such as Billy Bee® honey products. In Europe, the Middle East and Africa (EMEA) we sell the Ducros®, Schwartz, McCormick and Silvo® brands of spices, herbs and seasonings and an extensive line of Vahiné® brand dessert items. In the Asia/Pacific region our primary brand is McCormick, and we also own the Aeroplane® brand which is a leader in gelatins in Australia.

Our customers span a variety of retail outlets that include grocery, mass merchandise, warehouse clubs, discount and drug stores, served directly and indirectly through distributors or wholesalers. In addition to marketing our branded products to these customers, we are also a leading supplier of private label items, also known as store brands.

The largest portion of our consumer business is spices, herbs and seasonings. For these products, we are the category leader in our primary markets with a 40 to 60% share of sales. There are a number of competitors in the spices, herbs and seasoning category. More than 250 other brands are sold in the U.S. with additional brands in international markets. Some are owned by large food manufacturers, while others are supplied by small privately owned companies. Our leadership position allows us to efficiently innovate, merchandise and market our brands.


 

McCormick & Company    2010 Annual Report    page 17


Management’s Discussion and Analysis

 

Industrial Business

In our industrial business, we provide a wide range of products to multinational food manufacturers and foodservice customers. The foodservice customers are supplied both directly and indirectly through distributors. Among food manufacturers and foodservice customers, many of our relationships have been established for decades. We focus our resources on our strategic partners that offer the greatest prospects for growth. Our range of products remains one of the broadest in the industry and includes seasoning blends, natural spices and herbs, wet flavors, coating systems and compound flavors. In addition to a broad range of flavor solutions, our customers benefit from our expertise in sensory testing, culinary research, food safety, flavor application and other areas.

Our industrial business has a number of competitors. Some tend to specialize in a particular range of products and have a limited geographic reach. Other competitors include larger publicly-held flavor companies that are more global in nature, but which also tend to specialize in a limited range of flavor solutions.

We have been increasing the profitability of the industrial business through productivity improvements, and a shift in our sales mix to more higher margin, value-added products.

LOGO

 

OUR STRATEGY

Our strategy is straightforward—to increase sales and profits by investing in the business and to fund these investments with improved margins. This simple strategy has been driving our success for more than a decade and is our plan for growth in the future.

Product innovation is one of the leading investments to grow our business. New products launched in the past three years accounted for nearly 10% of net sales in 2010. We continue to invest in research and development and recently expanded and enhanced these facilities in the U.K., Turkey and South Africa, with plans for an R&D center of excellence in Asia underway. Product marketing is driving growth of our brands, and we have increased spending by 70% since 2005. Through acquisitions and joint ventures we seek to add leading brands to extend our reach into new regions with a particular interest in emerging markets. In our developed markets, we are adding brands that have a niche position and meet a growing consumer trend.

We have fueled our investments with improved margins. In 2010, gross profit margin rose to a record 42.5% from 41.6% in the prior year. This increase was driven by cost savings from our CCI program and a more favorable mix of products, particularly in the industrial business. Over time, our acquisition of consumer brands has also raised gross profit margin for the total business. Long-term we expect to achieve mid-single digit sales growth with one-third from category growth, share gains and new distribution, one-third from product innovation and one-third from acquisitions.

In some years, pricing and foreign currency exchange rates may also impact sales. In 2010, our pricing actions had a minor impact on sales, while the impact of currency rates was favorable.

Our business generates strong cash flow. Actions to grow net income and improve working capital are designed to lead to higher levels of cash generation. In 2010, we used $221 million of cash to repurchase shares and to fund dividends for our shareholders.

Our strategy, our execution and our success have led to higher shareholder value. We expect to be equally effective in building future value for our shareholders.


 

page 18    McCormick & Company    2010 Annual Report


RESULTS OF OPERATIONS—2010 COMPARED TO 2009

 

    2010     2009  

Net sales

  $ 3,336.8      $ 3,192.1   

Percent growth

    4.5  

Sales for the fiscal year rose 4.5% from 2009 with strong growth in both the consumer and industrial businesses. New product introductions, brand marketing support and expanded distribution led to favorable volume and product mix, which combined, added 3.2% to sales. The impact of pricing was minimal in 2010, reducing sales 0.3%, while favorable foreign exchange rates increased sales 1.6%.

 

    2010     2009  

Gross profit

  $ 1,417.7      $ 1,327.2   

Gross profit margin

    42.5     41.6

In 2010, gross profit increased 6.8% and gross profit margin rose 90 basis points. A significant part of this improvement was due to our CCI program which lowered costs $54 million in 2010 of which $45 million improved gross profit. In addition, the industrial business continued to shift its mix of business toward more higher margin, value-added products.

Most raw and packaging material costs did not change significantly from 2009 through the first half of 2010. One exception was the lower cost of dairy ingredients which was passed through in lower pricing to industrial customers. In the second half of 2010, input costs began to increase and unfavorably impacted gross profit margin in the fourth quarter. Pricing actions were taken toward the end of the year and continued in 2011 to offset a portion of these increases.

 

    2010     2009  

Selling, general & administrative expense (SG&A)

  $ 907.9      $ 846.6   

Percent of net sales

    27.2     26.6

Selling, general and administrative expenses in total dollars and as a percentage of net sales increased in 2010 compared to 2009. The increases were mainly driven by incremental brand marketing support to invest in the growth of our leading brands, as well as higher retirement benefit costs. SG&A in 2009 included $7.5 million of expenses related to the bankruptcy of a U.K. foodservice distributor.

During 2010 we increased brand marketing support costs by $20.7 million or 14%. The increased funding supported the launch of Recipe Inspirations, Perfect Pinch and other new products. We also drove sales with incremental spending behind our holiday cooking and baking advertising, support for the Zatarain’s brand and information regarding the antioxidant levels in many spices and herbs. The increase in retirement benefit costs was primarily due to changes in actuarial assumptions.

 

The following is a summary of restructuring activities for 2009:

 

     2009  

Pre-tax restructuring charges:

  

Recorded in cost of goods sold

   $ 2.5   

Other restructuring charges

     13.7   
        

Reduction in operating income

     16.2   

Income tax effect

     (5.3
        

Reduction in net income

   $ 10.9   
        

Reduction in earnings per share—diluted

   $ 0.08   
        

As of November 30, 2009, this restructuring program was completed. Pre-tax restructuring charges related to actions under our restructuring program to consolidate our global manufacturing, rationalize our distribution facilities, improve our go-to-market strategy and eliminate administrative redundancies. More details of the restructuring charges are discussed later in MD&A and in note 11 of the financial statements.

 

    2010     2009  

Interest expense

  $ 49.3      $ 52.8   

Other income, net

    2.2        2.4   

Lower total average debt outstanding, coupled with lower short-term interest rates, led to a favorable variance in interest expense in 2010 when compared to 2009. In 2010, we completed the pay down of debt from the 2008 Lawry’s acquisition, primarily with cash generated from operations.

 

    2010     2009  

Income from consolidated operations before income taxes

  $ 462.7      $ 416.5   

Income taxes

    118.0        133.0   

Effective tax rate

    25.5     31.9

The decrease in the tax rate in 2010 was due to a higher level of net discrete tax benefits, increased U.S. foreign tax credits and a favorable mix of earnings among our different foreign tax jurisdictions.

Discrete tax benefits in 2010 were $20.1 million compared to $3.6 million in 2009. The $20.1 million in 2010 is mainly due to a $13.9 million reversal of a tax accrual for a closed tax year. This tax accrual was recorded in a prior period based on uncertainties about the tax aspects of transactions related to the reorganization of our European operations and divestment of certain of our joint ventures.

U.S. foreign tax credits increased as a result of a $108.5 million repatriation of cash from foreign subsidiaries in the fourth quarter of 2010. Due to the mix of foreign earnings related to this cash, the repatriation generated these tax credits.


 

McCormick & Company    2010 Annual Report    page 19


Management’s Discussion and Analysis

 

In addition, see note 12 of the financial statements for a reconciliation of the U.S. federal statutory tax rate with the effective tax rate.

 

    2010     2009  

Income from unconsolidated operations

  $ 25.5      $ 16.3   

Income from unconsolidated operations increased $9.2 million in 2010 compared to 2009. This increase was mainly due to the performance of our McCormick de Mexico joint venture, which experienced a double-digit sales increase over the prior year. Also, this joint venture benefited from lower soybean oil costs and favorable foreign currency exchange rates for 2010 compared to 2009. Soybean oil is a main ingredient for mayonnaise, which is the leading product for this joint venture. In addition, our other smaller joint ventures experienced good growth in both sales and income in 2010.

On average, in 2009 and 2010 we owned 50% of our unconsolidated joint ventures. These joint ventures had 2010 annual sales of $538 million (at 100% of these businesses) with many products marketed under the McCormick name. In 2010, sales by these joint ventures increased 12% and net income increased 49%.

Our McCormick de Mexico joint venture represents over 60% of the sales and 75% of the net income of our unconsolidated joint ventures.

The following table outlines the major components of the change in diluted earnings per share from 2009 to 2010:

 

2009 Earnings per share—diluted

   $ 2.27   

Increased operating income exclusive of restructuring charges

     0.14   

Decrease in tax rate

     0.12   

Reversal of significant tax accrual

     0.10   

Lower restructuring charges

     0.08   

Higher income from unconsolidated operations

     0.07   

Lower interest expense

     0.02   

Effect of higher shares outstanding

     (0.05
        

2010 Earnings per share—diluted

   $ 2.75   
        

Consumer Business

 

    2010     2009  

Net sales

  $ 1,999.0      $ 1,911.2   

Percent growth

    4.6  

Operating income, excluding restructuring charges

    402.4        397.9   

Operating income margin, excluding restructuring charges

    20.1     20.8

 

In our consumer business higher volume and product mix added 3.1% to sales, favorable foreign exchange rates increased sales 1.1% and higher pricing added 0.4% when compared to 2009.

In the Americas, consumer business sales rose 5.9%, primarily as a result of higher volume and product mix which rose 4.1%. Foreign exchange rates in this region increased sales 1.1% and pricing added 0.7%. Recipe Inspirations, Perfect Pinch and other new product introductions contributed to this sales growth. We also increased brand marketing support to build consumer awareness and trial of these new products, as well as to support our broader line of spices and seasonings and specialty foods. As a result, sales of gourmet items, grilling items, extracts, Lawry’s products and Zatarain’s products were particularly strong in 2010. Distribution gains added to sales including new placement in a warehouse club retail channel in the U.S. and new distribution of Billy Bee honey products in Canada. In the fourth quarter of 2010, sales growth of our products in the U.S. exceeded the increase in consumer purchases at retail by approximately 2%. We believe that customer purchases in advance of a late 2010 price increase contributed to this difference. As a result, we estimate that $10 million of sales may have shifted from the first quarter of 2011 into the fourth quarter of 2010.

In Europe, the Middle East and Africa (EMEA), consumer business sales declined 1.8%. Pricing decreased 1.0%, unfavorable foreign exchange rates reduced sales 0.5%, and unfavorable volume and product lowered sales 0.3%. Our largest markets, the U.K. and France, achieved an increase in volume and product mix with new products and marketing programs which supported products like Schwartz Flavourful seasoning mixes and Vahiné homemade dessert products. This growth was offset by declines in smaller markets, including Spain, Portugal, Italy, The Netherlands and Belgium, due in part to poor economies and competitive conditions in 2010. Consumer demand in these markets was weak and retail customers lowered their inventory levels. In total, these smaller markets account for about 20% of EMEA sales.

Consumer business sales in the Asia/Pacific region rose 17.2%. Foreign exchange rates were favorable, adding 9.0% to sales. Favorable volume and product mix grew sales 7.9% and pricing added 0.3%. In China, we grew sales at a double-digit pace with the introduction of new products such as Thai Chili Sauce which takes advantage of our leadership position in bottled condiments. Sales also rose as we expanded distribution of our products beyond modern grocery stores and into wet markets, also known as “street” markets, which are frequently shopped by many Chinese consumers. Sales in Australia also rose at a double-digit rate, but in local currency were close to 2009’s result.


 

page 20    McCormick & Company    2010 Annual Report


Consumer business operating income excluding restructuring charges increased 1.1% from 2009. The profit impact of higher sales and CCI cost savings, were largely offset by a $19 million increase in brand marketing support, as well as higher retirement benefit costs. Operating income margin was 20.1% in 2010, which compares to our target of 20% for our consumer business. In the fourth quarter of 2010 there was a decline of operating income when compared to the fourth quarter of 2009, which was partially due to increasing commodity costs. We took pricing actions in late 2010 and early in fiscal year 2011 in response to these cost increases.

Industrial Business

 

    2010     2009  

Net sales

  $ 1,337.8      $ 1,280.9   

Percent growth

    4.4  

Operating income, excluding restructuring charges

    107.4        85.2   

Operating income margin, excluding restructuring charges

    8.0     6.7

Sales for the industrial business grew 4.4% from 2009 with higher volume and product mix adding 3.3% to sales. Favorable foreign exchange rates increased sales 2.5% and lower pricing reduced sales 1.4%.

In the Americas, industrial business sales rose 1.8% with a 2.2% increase from favorable volume and product mix. This increase was primarily driven by increased demand by food manufacturers for new products in both the U.S. and Mexico. These customers were particularly interested in seasonings and other products with lower sodium, reduced fat content and simple ingredients. During 2010, sales to foodservice distributors, quick service restaurants and other foodservice customers were comparable to the prior year. Sales to quick service customers are expected to increase in 2011 as the result of new products and new distribution. The 2.2% increase in volume and product mix in 2010 was largely offset by the impact of reduced pricing as we passed through to our customers the lower cost of dairy ingredients. Foreign exchange rates in this region added 1.7% to sales. In 2011 we expect to raise prices as we pass through rising commodity costs such as wheat and soybean oil.

In EMEA, industrial business sales rose 7.9%, led by a 4.4% increase from favorable volume and product mix. Higher demand from quick service restaurants reflected increased consumer traffic and new product wins. Sales of branded foodservice products were higher compared to a weak performance in 2009 when sales were disrupted by the bankruptcy of a major foodservice distributor in the U.K. Favorable foreign exchange rates increased sales 3.0% and pricing added 0.5%.

 

Industrial business sales in the Asia/Pacific region rose 16.2%. Favorable volume and product mix grew sales 9.3%. Quick service restaurants led the increase in this region driven by new store openings in China and new product introductions including beverage flavors and chicken marinades. Foreign exchange rates added 6.9% to the sales increase.

Industrial business operating income, excluding restructuring charges increased 26.1% from 2009. Higher sales and a shift to more higher margin, value-added products increased profit, as well as the impact of CCI cost savings. Also, in 2009 we recorded $7.5 million of costs related to the foodservice distributor bankruptcy in the U.K. These increases more than offset the higher retirement benefit costs in 2010. Industrial business operating income margin excluding restructuring charges rose 130 basis points to 8.0%. This was strong progress toward our long-term goal of 9 to 10% operating income margin for this business.

RESULTS OF OPERATIONS—2009 COMPARED TO 2008

 

    2009     2008  

Net sales

  $ 3,192.1      $ 3,176.6   

Percent growth

    0.5  

Sales for the fiscal year rose slightly from 2008. Pricing actions taken to offset higher costs added 3.8% to sales, while unfavorable foreign exchange rates reduced sales 5.0% for the year. Favorable volume and product mix, combined, added 1.7% to sales. This impact includes the acquisition of Lawry’s (less the reduction in sales from the disposition of Season-All), which increased sales by 3.1%. The Lawry’s acquisition and disposal of Season-All took place in July 2008.

 

     2009     2008  

Gross profit

   $ 1,327.2      $ 1,288.2   

Gross profit margin

     41.6     40.6

In 2009, gross profit increased 3.0% and gross profit margin rose 100 basis points. The increase in gross profit margin was due equally to a more favorable mix of business and cost savings initiatives.

In 2009 sales in our consumer segment, which carries a higher gross profit margin, grew 3.3% while sales in our industrial segment declined 3.4%. The increase in consumer sales was driven by the Lawry’s acquisition.

Our CCI program also boosted margins. Total savings in 2009 were $37 million, of which $31 million improved gross profit.

Improvements due to business mix and cost reductions were partially offset by cost increases.


 

McCormick & Company    2010 Annual Report    page 21


Management’s Discussion and Analysis

 

 

    2009     2008  

SG&A

  $ 846.6      $ 870.6   

Percent of net sales

    26.6     27.4

Selling, general and administrative expenses in total dollars and as a percentage of net sales declined in 2009 compared to 2008. The underlying decrease in SG&A reflects our efforts to manage expenses, improve productivity and integrate the Lawry’s business with minimal incremental operating expenses. More specifically, lower expense levels were due to decreases in distribution costs, certain benefit expenses and other cost savings, partially offset by higher brand marketing support costs.

Lower distribution costs were driven by CCI initiatives and leveraging our existing distribution channels with the new Lawry’s business. Retirement plan expenses were lower due to changes in actuarial assumptions and higher income on marketable securities.

During 2009 we increased marketing support costs $19.5 million or 15%. A large portion of the increase funded a new marketing campaign for Lawry’s. Other products featured with incremental marketing support included our revitalized dry seasoning mixes, Grill Mates®, new Vahiné cake mixes, and in China, honey jams.

 

    2009     2008  

Impairment charge

    —        $ 29.0   

In 2008 we recorded a non-cash impairment charge to lower the value of our Silvo brand intangible asset in The Netherlands. More details of the impairment charge are discussed in note 4 of the financial statements.

The following is a summary of restructuring activities:

 

    2009     2008  

Pre-tax restructuring charges:

   

Recorded in cost of goods sold

  $ 2.5      $ 4.5   

Other restructuring charges

    13.7        12.1   
               

Reduction in operating income

    16.2        16.6   

Income tax effect

    (5.3     (5.1
               

Reduction in net income

  $ 10.9      $ 11.5   
               

Reduction in earnings per share—diluted

  $ 0.08      $ 0.09   
               

As of November 30, 2009, this restructuring program was completed. Pre-tax restructuring charges for both 2009 and 2008 related to actions under our restructuring program to consolidate our global manufacturing, rationalize our distribution facilities, improve our go-to-market strategy and eliminate administrative redundancies. More details of the restructuring charges are discussed later in MD&A and in note 11 of the financial statements.

 

    2009     2008  

Interest expense

  $ 52.8      $ 56.7   

Other income, net

    2.4        18.0   

 

The decrease in interest expense was due to lower interest rates, offsetting an increase in total average debt outstanding in 2009 when compared to 2008. The decrease in other income was due to the $12.9 million pre-tax gain recorded in 2008 on the sale of our Season-All business, sold in connection with the acquisition of Lawry’s (see note 2 of the financial statements) and reduced interest income.

 

    2009     2008  

Income from consolidated operations before income taxes

  $ 416.5      $ 337.8   

Income taxes

    133.0        100.6   

Effective tax rate

    31.9     29.8

The increase in the effective tax rate was due to our mix of income by taxing jurisdictions. Income taxes in 2009 and 2008 included $3.6 million and $2.9 million, respectively, of net discrete tax benefits. These tax benefits related to the settlement of tax audits and adjustments to prior tax provisions once actual tax returns were prepared and filed.

 

    2009     2008  

Income from unconsolidated operations

  $ 16.3      $ 18.6   

Income from unconsolidated operations decreased $2.3 million in 2009 compared to 2008. This decrease was primarily driven by our joint venture in Mexico, as well as some smaller joint ventures. Our joint venture in Mexico had a strong performance with sales in local currency up 19%. However, income from this business was unfavorably impacted by the stronger U.S. dollar during most of 2009 and to a lesser degree, higher soybean oil costs. Soybean oil is the primary ingredient in mayonnaise, which is the leading product for this joint venture.

On average in 2009 and 2008, we owned 50% of our unconsolidated joint ventures. For 2009, these joint ventures had 2009 annual sales of $481 million (at 100% of these businesses) with many products marketed under the McCormick name. In 2009, sales by these joint ventures decreased 1% and net income decreased 6%.

The following table outlines the major components of the change in diluted earnings per share from 2008 to 2009:

 

2008 Earnings per share—diluted

   $ 1.94   

Increased operating income exclusive of restructuring and impairment charges

     0.33   

Impairment charge recorded in 2008

     0.15   

Lower restructuring charges

     0.01   

Lower interest expense

     0.02   

Decrease in other income

     (0.08

Increase in tax rate

     (0.07

Lower income from unconsolidated operations

     (0.02

Effect of higher shares outstanding

     (0.01
        

2009 Earnings per share—diluted

   $ 2.27   
        

 

page 22    McCormick & Company    2010 Annual Report


Consumer Business

 

    2009     2008  

Net sales

  $ 1,911.2      $ 1,850.8   

Percent growth

    3.3  

Operating income, excluding restructuring and impairment charges

    397.9        343.3   

Operating income margin, excluding restructuring and impairment charges

    20.8     18.5

Higher volume and product mix added 3.6% to sales, including the net impact of the Lawry’s acquisition, which accounted for 4.6%. Pricing actions taken to offset higher costs added another 3.5% to sales, while unfavorable foreign exchange rates reduced consumer sales by 3.8% in 2009 compared to 2008.

In the Americas, consumer business sales increased 9.1%, including a 1.3% decrease due to unfavorable foreign exchange rates. Higher volume and product mix added 6.4% to sales, which included a 6.7% increase from the net impact of the Lawry’s acquisition. Sales volume increases included grilling products and dry seasoning mixes, while sales volumes of gourmet items declined. During 2009 a number of retailers reduced their inventory levels which impacted our sales growth. Higher pricing taken early in the year added 4.0% to consumer sales in the Americas.

In EMEA, consumer sales decreased 11.3%, which includes 9.8% from unfavorable foreign exchange rates. Pricing actions added 2.5% to sales and unfavorable volume and product mix reduced sales by 4.0%. The 2009 retail environment in the U.K. was difficult and caused weak sales of our Schwartz brand. Our business in France was strong, particularly with our Vahiné dessert items, and helped to offset some of the decline in the U.K.

Sales in the Asia/Pacific region decreased 0.4%, with 6.4% due to unfavorable foreign exchange rates. Sales volume and product mix grew by 6.1%, with China increasing at a double-digit pace and Australia growing at a low single-digit rate. Our growth in China was due to the launch of several new products and expanded distribution of our brands.

The increase in operating income excluding restructuring and impairment charges for the consumer business was driven by increased sales, improved margins from cost reductions and the integration of Lawry’s with minimal incremental expense, offset in part by higher brand marketing support.

Industrial Business

 

    2009     2008  

Net sales

  $ 1,280.9      $ 1,325.8   

Percent decrease

    (3.4 )%   

Operating income, excluding restructuring charges

    85.2        78.8   

Operating income margin, excluding restructuring charges

    6.7     5.9

 

The industrial business sales decrease was driven largely by unfavorable foreign exchange rates, which reduced sales 6.7%. Pricing actions, which offset increased costs of certain commodities, added 4.4% to sales. Volume and product mix lowered sales 1.1% due to a slower pace of new product introductions by industrial customers. This reduction included the Lawry’s acquisition, which added 1.0% to sales.

Sales in the Americas rose 0.2%, including a 3.3% decrease due to unfavorable foreign exchange rates. In this region, pricing actions increased sales by 4.1%. Lower volume and product mix reduced sales by 0.6% with less product innovation by our customers. The Americas volume and product mix impact included the Lawry’s acquisition, which added 1.4% to sales.

In EMEA, a 14.8% sales decrease was the result of a 19.3% unfavorable foreign exchange rate impact and a 2.9% decline from lower volume and product mix. Sales to the foodservice channel were affected by the bankruptcy of a major customer in 2009. Partially offsetting these declines was higher pricing, which added 7.4%.

In the Asia/Pacific region, sales decreased 3.9% due to unfavorable foreign exchange rates. Pricing had minimal impact in this region and volume and product mix were flat. During 2009, we experienced a slowdown in demand from the restaurant customers that we serve in China.

Despite the decrease in industrial sales, operating income excluding restructuring activities increased which was evidence of the effectiveness of our CCI program and progress toward a more favorable product mix. As a group, the new products that we layered into our portfolio during 2009 were accretive to the overall margins. Operating income in 2009 included $7.5 million of costs related to a foodservice customer bankruptcy in the U.K.

NON-GAAP FINANCIAL MEASURES

The tables below include financial measures of operating income and diluted earnings per share excluding restructuring charges in 2009 and 2008 and the benefit of a significant tax accrual in 2010. Also we are excluding unusual items that we recorded in 2008 for a non-cash impairment charge to reduce the value of the Silvo brand and amounts related to the acquisition of Lawry’s, including the gain on the sale of Season-All. These are all non-GAAP financial measures which are prepared as a complement to the results provided in accordance with United States generally accepted accounting principles. We believe this non-GAAP information is important for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends. As of November 30, 2009 our restructuring program was completed.


 

McCormick & Company    2010 Annual Report    page 23


Management’s Discussion and Analysis

 

In 2010 our discrete tax benefits included a $13.9 million reversal of a tax accrual for a closed tax year. This tax accrual was recorded in a prior period based on uncertainties about the tax aspects of transactions related to the reorganization of our European operations and divestment of certain of our joint ventures. We are treating this $13.9 million discrete tax benefit as a non-GAAP adjustment to our diluted earnings per share. We are providing non-GAAP results that exclude the impact of this reversal as the item to which it relates was recorded as a restructuring charge, and it allows for a better comparison of 2010 financial results to the prior year and a more appropriate base for 2011 projections.

These non-GAAP measures may be considered in addition to results prepared in accordance with GAAP, but they should not be considered a substitute for, or superior to, GAAP results. We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. A reconciliation of these non-GAAP measures to GAAP financial results is provided below.

 

    2010     2009     2008  

Operating income

  $ 509.8      $ 466.9      $ 376.5   

Impact of restructuring charges

    —          16.2        16.6   

Impact of impairment charge

    —          —          29.0   
                       

Adjusted operating income

  $ 509.8      $ 483.1      $ 422.1   
                       

% increase versus prior year

    5.5     14.5  
                 
    2010        2009        2008   

Net income

  $ 370.2      $ 299.8      $ 255.8   

ReversaI of significant tax accrual

    (13.9     —          —     

Impact of restructuring charges

    —          10.9        11.5   

Impact of impairment charge

    —          —          20.1   

Net gain related to Lawry’s acquisition

    —          —          (5.5
                       

Adjusted net income

  $ 356.3      $ 310.7      $ 282.0   
                       

% increase versus prior year

    14.7     10.2  
                 
    2010     2009     2008  

Earnings per share—diluted

  $ 2.75      $ 2.27      $ 1.94   

ReversaI of significant tax accrual

    (0.10     —          —     

Impact of restructuring charges

    —          0.08        0.09   

Impact of impairment charge

    —          —          0.15   

Net gain related to Lawry’s acquisition

    —          —          (0.04
                       

Adjusted earnings per share—diluted

  $ 2.65      $ 2.35      $ 2.14   
                       

% increase versus prior year

    12.8     9.8  
                 

 

LIQUIDITY AND FINANCIAL CONDITION

 

    2010     2009     2008  

Net cash provided by operating activities

  $ 387.5      $ 415.8      $ 314.6   

Net cash used in investing activities

    (129.7     (81.8     (747.0

Net cash (used in) provided by financing activities

    (261.1     (341.8     433.4   

We generate strong cash flow from operations which enables us to fund operating projects and investments that are designed to meet our growth objectives, make share repurchases when appropriate, increase our dividend and fund capital projects.

In the cash flow statement, the changes in operating assets and liabilities are presented excluding the effects of changes in foreign currency exchange rates, as these do not reflect actual cash flows. Accordingly, the amounts in the cash flow statement do not agree with changes in the operating assets and liabilities that are presented in the balance sheet.

The reported values of our assets and liabilities held in our non-U.S. subsidiaries and affiliates have been significantly affected by fluctuations in foreign exchange rates between periods. At November 30, 2010, the exchange rates for the Euro and British pound sterling were lower versus the U.S. dollar compared to 2009. Exchange rate fluctuations resulted in decreases to trade accounts receivable of $15 million, inventory of $8 million, goodwill of $72 million and other comprehensive income of $109 million since November 30, 2009.

Operating Cash Flow—When 2010 is compared to 2009, the decrease in operating cash flow was driven by increases in inventory and trade accounts receivable. These were partially offset by a higher level of cash generated from improved net income and lower pension contributions in 2010. Our total pension contributions were $49.5 million in 2010 as compared to $72.3 million in 2009. When 2009 is compared to 2008, most of the increase in operating cash flow was driven by more effective management of working capital items, such as inventory and receivables, and a higher level of cash generated from improved net income. Also, payments for income taxes were less in 2009 as compared to those made in the prior year. These increases were partially offset by $52.2 million in contributions made to our major U.S. pension plan in 2009. We did not make any contribution to our major U.S. pension plan in 2008 as the plan was overfunded as of November 30, 2007.


 

page 24    McCormick & Company    2010 Annual Report


In addition to operating cash flow, we also use cash conversion cycle (CCC) to measure our progress in working capital management. This metric is different than operating cash flow in that it uses average balances instead of specific point in time measures. CCC is a calculation of the number of days, on average, that it takes us to convert a cash outlay for resources, such as raw materials, to a cash inflow from collection of receivables. Our goal is to lower our CCC over time. We calculate CCC as follows:

Days sales outstanding (average trade accounts receivable divided by average daily net sales) plus days in inventory (average inventory divided by average daily cost of goods sold) less days payable outstanding (average trade accounts payable divided by average daily cost of goods sold plus the average daily change in inventory).

The following table outlines our cash conversion cycle (in days) over the last three years:

 

     2010      2009      2008  

Cash Conversion Cycle

     77.3         80.1         83.6   

The decreases in CCC in 2009 and 2010 when compared to the previous periods were mainly due to lower days sales outstanding. In the future we expect to reduce CCC by decreasing our days in inventory.

Investing Cash Flow—The changes in cash used in investing activities from 2008 to 2010 were primarily due to fluctuations in cash used for acquisition of businesses and joint venture interests in 2008 and 2010 with no acquisitions in 2009. We invested $46.9 million in acquisitions and joint venture interests in 2010 and we purchased Lawry’s and Billy Bee in 2008. The 2008 cash used in investing activities was offset by $14.0 million in net proceeds from the sale of our Season-All business and $18.1 million in proceeds from the disposal of various assets as a part of our restructuring plan. Capital expenditures were $89.0 million in 2010, $82.4 million in 2009 and $85.8 million in 2008. We expect 2011 capital expenditures to

be in line with depreciation and amortization expense.

Financing Cash Flow—In 2010 and 2009, we repaid borrowings of $114.0 million and $252.2 million, respectively. This compares to increases in borrowings of $509.1 million in 2008. In 2010, we repaid short-term borrowings of $99.6 million and repaid $14.4 million in long-term debt. In 2009, we repaid $50.4 million of long-term debt as it became due and repaid short-term borrowings of $201.8 million. In 2008, our increase in total borrowings, along with internally generated cash flow, were used to fund $693.3 million for the purchases of the Lawry’s and Billy Bee businesses. In September 2008, we issued $250 million of 5.25% notes due 2013, with net cash proceeds received of $248.0 million. The net proceeds from this offering were used to pay down commercial paper which was issued for the purchase of the Lawry’s business. In December 2007, we issued $250 million of 5.75% medium-term notes which are due in 2017. The net proceeds of $248.3 million were used to repay $150 million of debt maturing in 2008 with the remainder used to repay short-term debt.

The following table outlines the activity in our share repurchase programs:

 

     2010      2009      2008  

Number of shares of common stock

     2.0         —           0.3   

Dollar amount

   $ 82.5         —         $ 11.0   

In June 2010, our Board of Directors authorized a new share repurchase program to purchase up to $400 million of our outstanding shares. In September 2010, we completed a $400 million share repurchase program authorized by the Board in June 2005. As of November 30, 2010, $358.9 million remained of the new share repurchase program. There were no shares repurchased during 2009 and the amount of share repurchases in 2008 was less than prior years


 

2010 CASH UTILIZATION

(in millions)

LOGO

Cash for capital expenditures is net of proceeds from the sale of property, plant and equipment

 

McCormick & Company    2010 Annual Report    page 25


Management’s Discussion and Analysis

 

due to the funding required for the Lawry’s and Billy Bee acquisitions. Our priorities for cash continue to be our dividend payments, the acquisition of strong brands and, through the end of fiscal year 2010, debt reduction. In the absence of significant acquisition activity, we will use a portion of cash to repurchase shares. The common stock issued in 2010, 2009 and 2008 relates to our stock compensation plans.

Our dividend history over the past three years is as follows:

 

    2010     2009     2008  

Total dividends paid

  $ 138.2      $ 125.4      $ 113.5   

Dividends paid per share

    1.04        0.96        0.88   

Percentage increase per share

    8.3     9.1     10.0

In November 2010, the Board of Directors approved a 7.7% increase in the quarterly dividend from $0.26 to $0.28 per share. During the past five years, dividends per share have risen at a compound annual rate of 9.2%.

 

    2010     2009     2008  

Debt-to-total-capital ratio

    37.6     42.5     53.8

The decrease in the debt-to-capital ratio from 2008 to 2010 is mainly due to our decrease in debt after the Lawry’s and Billy Bee acquisitions in 2008.

Most of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by considering available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The permanent repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations, capital projects and future acquisitions. At year-end, we temporarily used $194.2 million of cash from our foreign subsidiaries to pay down short-term debt. The average short-term borrowings outstanding for the years ended November 30, 2010 and 2009 were $376.3 million and $503.9 million, respectively. The total average debt outstanding for the years ended November 30, 2010 and 2009 was $1,237.2 million and $1,390.0 million, respectively.

During 2008, we entered into three separate forward treasury lock agreements totaling $100 million to manage the interest rate risk associated with the issuance of $250 million of fixed rate medium-term notes in September 2008. We also issued $250 million of fixed rate medium-term notes in December 2007 with an associated $150 million of forward treasury lock agreements to manage the interest rate risk. See notes 6 and 7 of the financial statements for further details of these transactions.

 

Credit and Capital Markets—Credit market conditions were volatile during 2008 and 2009 but have recently improved. The following summarizes the more significant impacts on our business:

CREDIT FACILITIES—Cash flows from operating activities are our primary source of liquidity for funding growth, dividends and capital expenditures. In the second half of 2010, we also used this cash to make share repurchases. In the second half of 2008, all of 2009 and the first half of 2010, we used operating cash flow to pay down debt incurred in the Lawry’s acquisition and did not repurchase shares. We also rely on our revolving credit facility, or borrowings backed by this facility, to fund seasonal working capital needs and other general corporate requirements. Our major revolving credit facility has a total committed capacity of $500 million, which expires in 2012. We generally use this facility to support our issuance of commercial paper. If the commercial paper market is not available or viable we could borrow directly under our revolving credit facility. The facility is made available by a syndicate of banks, with various commitments per bank. If any of the banks in this syndicate are unable to perform on their commitments, our liquidity could be impacted, which could reduce our ability to grow through funding of seasonal working capital. In addition to our committed revolving credit facility, we have uncommitted credit facilities for $91.4 million as of November 30, 2010. We engage in regular communication with all of the banks participating in our credit facility. During these communications none of the banks has indicated that they may be unable to perform on their commitments. In addition, we periodically review our banking and financing relationships, considering the stability of the institutions and other aspects of the relationships. Based on these communications and our monitoring activities, we believe our banks will perform on their commitments. See also note 6 of the financial statements for more details on our financing arrangements. We believe that our internally generated funds and the existing sources of liquidity under our credit facilities are sufficient to fund ongoing operations.

PENSION ASSETS—We hold investments in equity and debt securities in both our qualified defined benefit pension plans and through a rabbi trust for our nonqualified defined benefit pension plan. Cash payments to pension plans, including unfunded plans, were $49.5 million in 2010, $72.3 million in 2009 and $19.2 million in 2008. It is expected that the 2011 total pension plan contributions will be approximately $40 million. Future increases or decreases in pension liabilities and required cash contributions are highly dependent on changes in interest rates and the actual return on plan assets. We base our investment of plan assets, in part, on the duration of each plan’s liabilities. Across all plans, approximately 67% of assets are invested in equities, 29% in fixed income investments and 4% in other investments. See also note 9 of the financial statements which details more on our pension funding.


 

page 26    McCormick & Company    2010 Annual Report


CUSTOMERS AND COUNTERPARTIES—See the subsequent section of this MD&A under Market Risk Sensitivity—Credit Risk.

ACQUISITIONS

Acquisitions are part of our strategy to increase sales and profits and to improve margins. We have a particular interest in emerging markets.

In 2010, we purchased a 26% non-controlling interest in Eastern Condiments Private Limited (Eastern), based in India, for $37.7 million in cash. We also purchased the assets of a consumer business in North America that sells Mexican specialty food items for $11.5 million in cash.

Also in 2010, our EMEA region completed a joint venture agreement with Yildiz Holding, a leading food manufacturer in Turkey. This joint venture will be a consumer business. The goal of the partnership is to launch a leading brand of spices, herbs and seasoning products in Turkey. This is a start-up operation and, accordingly, there was no current investment or revenues in 2010.

In 2008, we purchased the assets of the Lawry’s business for $603.5 million in cash, the assumption of certain liabilities relating to the purchased assets and transaction costs of $11.5 million. Lawry’s manufactures and sells a variety of marinades and seasoning blends under the well-known Lawry’s brand in North America. During 2009, we completed the final valuation of assets for Lawry’s.

Also in 2008, we purchased Billy Bee for $76.4 million in cash. Billy Bee markets and sells under the Billy Bee brand in North America. During 2009, we completed the final valuation of assets for Billy Bee.

These businesses have been successfully integrated into our existing business platform and are now part of the many product lines that we market.

See note 2 of the financial statements for further details of these acquisitions.

RESTRUCTURING ACTIVITIES

As part of our plan to improve margins, we announced in September 2005 significant actions to improve the effectiveness of our supply chain and reduce costs. This restructuring plan was approved by the Board of Directors in November 2005. As part of this plan, we consolidated our global manufacturing, rationalized our distribution facilities, improved our go-to-market strategy, eliminated administrative redundancies and rationalized our joint venture partnerships. As of November 30, 2009 this restructuring program was completed.

The restructuring plan reduced complexity and increased the organizational focus on growth opportunities in both the consumer and industrial businesses. We realized $66 million of annual cost savings by the end of 2010. This has improved margins, offset higher costs and increased earnings per share. We invested a portion of these savings in sales growth drivers such as marketing support for our brands. These savings are reflected in both cost of goods sold and selling, general and administrative expenses in the income statement.

 

In 2009, we recorded restructuring charges of $16.2 million. These charges were for the closure of our manufacturing plant in The Netherlands and the reduction of administrative personnel in Europe.

In 2008, we recorded restructuring charges of $16.6 million. These charges were primarily associated with the reduction of administrative personnel in Europe, the U.S. and Canada and the consolidation of production facilities in Europe and the reorganization of distribution networks in the U.S. and U.K.

See note 11 of the financial statements for further details of these restructuring charges.

PERFORMANCE GRAPH—SHAREHOLDER RETURN

Below is a line graph comparing the yearly change in McCormick’s cumulative total shareholder return (stock price appreciation plus reinvestment of dividends) on McCormick’s Non-Voting Common Stock with (1) the cumulative total return of the Standard & Poor’s 500 Stock Price Index, assuming reinvestment of dividends, and (2) the cumulative total return of the Standard & Poor’s Packaged Foods & Meats Index, assuming reinvestment of dividends.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among McCormick, the S&P 500 Stock Price Index and the S&P Packaged Foods & Meats Index

LOGO

The graph assumes that $100 was invested on November 30, 2005 in McCormick Non-Voting Common Stock, the Standard & Poor’s 500 Stock Price Index and the Standard & Poor’s Packaged Foods & Meats Index, and that all dividends were reinvested through November 30, 2010.

MARKET RISK SENSITIVITY

We utilize derivative financial instruments to enhance our ability to manage risk, including foreign exchange and interest rate exposures, which exist as part of our ongoing business operations. We do not enter into contracts for trading purposes, nor are we a party to any leveraged derivative instrument. The use of derivative financial instruments is monitored through regular communication with senior management and the utilization of written guidelines. The information presented below should be read in conjunction with notes 6 and 7 of the financial statements.


 

 

McCormick & Company    2010 Annual Report    page 27


Management’s Discussion and Analysis

 

 

Foreign Exchange Risk—We are exposed to fluctuations in foreign currency in the following main areas: cash flows related to raw material purchases; the translation of foreign currency earnings to U.S. dollars; the value of foreign currency investments in subsidiaries and unconsolidated affiliates and cash flows related to repatriation of these investments. Primary exposures include the British pound sterling versus the Euro, and the U.S. dollar versus the Euro, British pound sterling, Canadian dollar, Australian dollar, Mexican peso, Chinese renminbi, Swiss franc and Thai baht. We routinely enter into foreign currency exchange contracts to manage certain of these foreign currency risks.

 

During 2010, the foreign currency translation component in other comprehensive income was principally related to the impact of exchange rate fluctuations on our net investments in France, the U.K., Canada and Australia. We did not hedge our net investments in subsidiaries and unconsolidated affiliates.

The following table summarizes the foreign currency exchange contracts held at November 30, 2010. All contracts are valued in U.S. dollars using year-end 2010 exchange rates and have been designated as hedges of foreign currency transactional exposures, firm commitments or anticipated transactions.


 

FOREIGN CURRENCY EXCHANGE CONTRACTS AT NOVEMBER 30, 2010

 

Currency sold

  

Currency received

   Notional value      Average contractual
exchange rate
     Fair value  

Euro

  

U.S. dollar

   $ 15.1         1.26       $ (0.4

British pound sterling

  

U.S. dollar

     10.2         1.49         (0.4

Canadian dollar

  

U.S. dollar

     20.5         0.96         (0.2

Australian dollar

  

U.S. dollar

     5.0         0.90         (0.2

U.S. dollar

  

Thai baht

     3.7         31.8         0.2   

U.S. dollar

  

Euro

     92.5         1.32         (1.1

U.S. dollar

  

British pound sterling

     40.5         1.56         (0.2

British pound sterling

  

Euro

     16.5         0.85         (0.2

We have a number of smaller contracts with an aggregate notional value of $4.2 million to purchase or sell other currencies, such as the Swiss franc and the Singapore dollar as of November 30, 2010. The aggregate fair value of these contracts was $(0.1) million at November 30, 2010.

Included in the table above are $133.0 million notional value of contracts that have durations of less than 15 days that are used to hedge short-term cash flow funding. Remaining contracts have durations of one to thirteen months.

At November 30, 2009, we had foreign currency exchange contracts for the Euro, British pound sterling, Canadian dollar, Australian dollar and Thai baht with a notional value of $159.7 million, all of which matured in 2010. The aggregate fair value of these contracts was $(0.8) million at November 30, 2009.

 

page 28    McCormick & Company    2010 Annual Report


Interest Rate Risk—Our policy is to manage interest rate risk by entering into both fixed and variable rate debt arrangements. We also use interest rate swaps to minimize worldwide financing costs and to achieve a desired mix of fixed and variable rate debt. The table that follows provides principal cash flows and related interest rates, excluding the effect of interest rate swaps and the amortization of any discounts or fees, by fiscal year of maturity at November 30, 2010 and 2009. For foreign currency-denominated debt, the information is presented in U.S. dollar equivalents. Variable interest rates are based on the weighted-average rates of the portfolio at the end of the year presented.

YEAR OF MATURITY AT NOVEMBER 30, 2010

 

     2011     2012     2013     2014     Thereafter     Total      Fair value  

Debt

               

Fixed rate

   $ 100.0        —        $ 250.0        —        $ 505.0      $ 855.0       $ 950.5   

Average interest rate

     5.80     —          5.25     —          5.77     —           —     
                                                         

Variable rate

   $ 0.4      $ 0.3      $ 0.3      $ 0.4      $ 7.7      $ 9.1       $ 9.1   

Average interest rate

     8.69     8.62     8.62     8.62     8.62     —           —     
                                                         

YEAR OF MATURITY AT NOVEMBER 30, 2009

 

 
     2010     2011     2012     2013     Thereafter     Total      Fair value  

Debt

               

Fixed rate

   $ 0.4      $ 100.0        —        $ 250.0      $ 505.0      $ 855.4       $ 933.0   

Average interest rate

     0.00     5.80     —          5.25     5.77     —           —     
                                                         

Variable rate

   $ 115.7      $ 0.2      $ 0.3      $ 1.3      $ 4.8      $ 122.3       $ 122.3   

Average interest rate

     0.49     9.58     9.58     9.58     9.58     —           —     
                                                         

The table above displays the debt by the terms of the original debt instrument without consideration of fair value, interest rate swaps and any loan discounts or origination fees. Interest rate swaps have the following effects. The fixed interest rate on $100 million of the 5.20% medium-term note due in 2015 is effectively converted to a variable rate by interest rate swaps through 2015. Net interest payments are based on 3 month LIBOR minus 0.05% during this period. We issued $250 million of 5.75% medium-term notes due in 2017 in December 2007. Forward treasury lock agreements of $150 million were settled upon the issuance of these medium-term notes and effectively fixed the interest rate on the full $250 million of notes at a weighted-average fixed rate of 6.25%. We issued $250 million of 5.25% medium-term notes due in 2013 in September 2008. Forward treasury lock agreements of $100 million were settled upon the issuance of these medium-term notes and effectively fixed the interest rate on the full $250 million of notes at a weighted-average fixed rate of 5.54%.

 

Commodity Risk—We purchase certain raw materials which are subject to price volatility caused by weather, market conditions, growing and harvesting conditions, governmental actions and other factors beyond our control. Our most significant raw materials are dairy products, pepper, capsicums (red peppers and paprika), onion, wheat, soybean oil and garlic. While future movements of raw material costs are uncertain, we respond to this volatility in a number of ways, including strategic raw material purchases, purchases of raw material for future delivery and customer price adjustments. We have not used derivatives to manage the volatility related to this risk.

 

Credit Risk—The customers of our consumer business are predominantly food retailers and food wholesalers. Consolidations in these industries have created larger customers. In addition, competition has increased with the growth in alternative channels including mass merchandisers, dollar stores, warehouse clubs and discount chains. This has caused some customers to be less profitable and increased our exposure to credit risk. Some of our customers and counterparties are highly leveraged. We continue to closely monitor the credit worthiness of our customers and counterparties. We feel that the allowance for doubtful accounts properly recognizes trade receivables at realizable value. We consider nonperformance credit risk for other financial instruments to be insignificant.


 

McCormick & Company    2010 Annual Report    page 29


Management’s Discussion and Analysis

 

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The following table reflects a summary of our contractual obligations and commercial commitments as of November 30, 2010:

CONTRACTUAL CASH OBLIGATIONS DUE BY YEAR

 

     Total      Less than
1 year
     1–3
years
     3–5
years
     More than
5 years
 

Short-term borrowings

   $ 0.2       $ 0.2         —           —           —     

Long-term debt

     863.9         100.2       $ 250.6       $ 201.0       $ 312.1   

Operating leases

     81.4         20.4         27.2         17.5         16.3   

Interest payments

     259.3         45.3         79.0         52.6         82.3   

Raw material purchase obligations (a)

     276.5         276.5         —           —           —     

Electricity contracts

     10.5         4.5         6.0         —           —     

Other purchase obligations (b)

     13.7         13.3         .4         —           —     
                                            

Total contractual cash obligations

   $ 1,505.5       $ 460.4       $ 363.2       $ 271.1       $ 410.7   
                                            

 

(a) Raw material purchase obligations outstanding as of year-end may not be indicative of outstanding obligations throughout the year due to our response to varying raw material cycles.
(b) Other purchase obligations primarily consist of advertising media commitments.

In 2011, our pension and postretirement contributions are expected to be approximately $40 million. Pension and postretirement funding can vary significantly each year due to changes in legislation, our significant assumptions and investment return on plan assets. As a result, we have not presented pension and postretirement funding in the table above.

COMMERCIAL COMMITMENTS EXPIRATION BY YEAR

 

     Total      Less than
1 year
     1–3
years
     3–5
years
     More than
5 years
 

Guarantees

   $ 0.6       $ 0.6         —           —           —     

Standby and trade letters of credit

     28.7         28.7         —           —           —     
                                            

Total commercial commitments

   $ 29.3       $ 29.3         —           —           —     
                                            

 

OFF-BALANCE SHEET ARRANGEMENTS

We had no off-balance sheet arrangements as of November 30, 2010 and 2009.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

New accounting pronouncements are issued periodically that affect our current and future operations. See note 1 of the financial statements for further details of these impacts.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

In preparing the financial statements, we are required to make estimates and assumptions that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information disclosed by us, including information about contingencies, risk and financial condition. We believe, given current facts and circumstances, our estimates and assumptions are reasonable, adhere to U.S. GAAP and are consistently applied. Inherent in the nature of an estimate or assumption is the fact that actual results may differ from estimates, and estimates may vary as new facts and circumstances arise. In preparing the financial statements, we make routine estimates and judgments in

determining the net realizable value of accounts receivable, inventory, fixed assets and prepaid allowances. Our most critical accounting estimates and assumptions are in the following areas:

Customer Contracts

In several of our major geographic markets, the consumer business sells our products by entering into annual or multi-year customer contracts. These contracts include provisions for items such as sales discounts, marketing allowances and performance incentives. These items are expensed based on certain estimated criteria such as sales volume of indirect customers, customers reaching anticipated volume thresholds and marketing spending. We routinely review these criteria and make adjustments as facts and circumstances change.

Goodwill and Intangible Asset Valuation

We review the carrying value of goodwill and non-amortizable intangible assets and conduct tests of impairment on an annual basis as described below. We also test for impairment if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. We test non-amortizing


 

page 30    McCormick & Company    2010 Annual Report


intangible assets for impairment if events or changes in circumstances indicate that the asset might be impaired.

Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, assumed royalty rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are inherently uncertain. Actual future results may differ from those estimates.

Goodwill Impairment

Our reporting units are the same as our business segments. We calculate fair value of a reporting unit by using a discounted cash flow model. Our discounted cash flow model calculates fair value by present valuing future expected cash flows of our reporting units using our internal cost of capital as the discount rate. We then compare this fair value to the carrying amount of the reporting unit, including intangible assets and goodwill. If the carrying amount of the reporting unit exceeds the calculated fair value, then we would determine the implied fair value of the reporting unit’s goodwill. An impairment charge would be recognized to the extent the carrying amount of goodwill exceeds the implied fair value. As of November 30, 2010, we had $1,417.4 million of goodwill recorded in our balance sheet ($1,273.2 million in the consumer segment and $144.2 million in the industrial segment). Our testing indicates that the current fair values of our reporting units are significantly in excess of carrying values. Accordingly we believe that only significant changes in the cash flow assumptions would result in an impairment of goodwill.

Non-Amortizable Intangible Asset Impairment

Our non-amortizable intangible assets consist of brand names and trademarks. We calculate fair value by using a discounted cash flow model or relief-from-royalty method and then compare that to the carrying amount of the non-amortizable intangible asset. As of November 30, 2010, we had $199.4 million of brand name assets and trademarks recorded in our balance sheet and none of the balances exceed their estimated fair values. We intend to continue to support our brand names. Below is a table which outlines the book value of our major brand names and trademarks as of November 30, 2010:

 

Zatarain’s

   $ 106.4   

Lawry’s

     48.0   

Simply Asia/Thai Kitchen

     18.5   

Other

     26.5   
        

Total

   $ 199.4   
        

 

The majority of products marketed under our brand name intangible assets which have a value on the balance sheet are sold in the United States.

Income Taxes

We estimate income taxes and file tax returns in each of the taxing jurisdictions in which we operate and are required to file a tax return. At the end of each year, an estimate for income taxes is recorded in the financial statements. Tax returns are generally filed in the third or fourth quarter of the subsequent year. A reconciliation of the estimate to the final tax return is done at that time which will result in changes to the original estimate. Income tax expense for 2010 includes $1.6 million of adjustments from the reconciliation of prior year tax estimates to actual tax filings. We believe that our tax return positions are fully supported, but tax authorities are likely to challenge certain positions. We evaluate our uncertain tax positions in accordance with the U.S. GAAP guidance for uncertainty in income taxes. We believe that our reserve for uncertain tax positions, including related interest, is adequate. The amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows. Also, management has recorded valuation allowances to reduce our deferred tax assets to the amount that is more likely than not to be realized. In doing so, management has considered future taxable income and tax planning strategies in assessing the need for a valuation allowance. Both future taxable income and tax planning strategies include a number of estimates.

Pension and Postretirement Benefits

Pension and other postretirement plans’ costs require the use of assumptions for discount rates, investment returns, projected salary increases, mortality rates and health care cost trend rates. The actuarial assumptions used in our pension and postretirement bene-fit reporting are reviewed annually and compared with external benchmarks to ensure that they appropriately account for our future pension and postretirement benefit obligations. While we believe that the assumptions used are appropriate, differences between assumed and actual experience may affect our operating results. A 1% increase or decrease in the actuarial assumption for the discount rate would impact 2011 pension and postretirement benefit expense by approximately $13 million. A 1% increase or decrease in the expected return on plan assets would impact 2011 pension expense by approximately $6 million. In addition, see the preceding sections of MD&A and note 9 of the financial statements for a discussion of these assumptions and the effects on the financial statements.


 

McCormick & Company    2010 Annual Report    page 31


Management’s Discussion and Analysis

 

Stock-Based Compensation

We estimate the fair value of our stock-based compensation using fair value pricing models which require the use of significant assumptions for expected volatility of stock, dividend yield and risk-free interest rate. Our valuation methodology and significant assumptions used are disclosed in note 10 of the financial statements.

FORWARD-LOOKING INFORMATION

Certain statements contained in this report are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, including those related to: the expected results of operations of businesses acquired by us, the expected impact of raw materials costs and our pricing actions on our results of operations and gross margins, the expected productivity and working capital improvements, expected trends in net sales and earnings performance and other financial measures, the expectations of pension and postretirement plan contributions, the holding period and market risks associated with financial instruments, the impact of foreign exchange fluctuations, the adequacy of internally generated funds and existing sources of liquidity, such as the availability of bank financing, our ability to issue additional debt or equity securities, and our expectations regarding purchasing shares of our common stock under the existing authorizations.

 

Forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Results may be materially affected by external factors such as: damage to our reputation or brand name, business interruptions due to natural disasters or similar unexpected events, actions of competitors, customer relationships and financial condition, the ability to achieve expected cost savings and margin improvements, the successful acquisition and integration of new businesses, fluctuations in the cost and availability of raw and packaging materials, changes in regulatory requirements, and global economic conditions generally which would include the availability of financing, interest and inflation rates as well as foreign currency fluctuations, fluctuations in the market value of pension plan assets and other risks described in our Form 10-K for the fiscal year ended November 30, 2010.

Actual results could differ materially from those projected in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.


 

page 32    McCormick & Company    2010 Annual Report


Financial Information

 

 

34

   Report of Management
34    Reports of Independent Registered Public Accounting Firm
36    Consolidated Financial Statements
36    Consolidated Income Statement
37    Consolidated Balance Sheet
38    Consolidated Cash Flow Statement
39    Consolidated Statement of Shareholders’ Equity
40    Notes to Consolidated Financial Statements
40    Note 1  

Summary of Significant Accounting Policies

42    Note 2  

Acquisitions

43    Note 3  

Goodwill and Intangible Assets

43    Note 4  

Impairment Charge

43    Note 5  

Investments in Affiliates

43    Note 6  

Financing Arrangements

44    Note 7  

Financial Instruments

46    Note 8  

Fair Value Measurements

47    Note 9  

Employee Benefit and Retirement Plans

51    Note 10  

Stock-based Compensation

52    Note 11  

Restructuring Activities

53    Note 12  

Income Taxes

54    Note 13  

Earnings per Share

54    Note 14  

Capital Stock

54    Note 15  

Commitments and Contingencies

55    Note 16  

Business Segments and Geographic Areas

56    Note 17  

Supplemental Financial Statement Data

57    Note 18  

Selected Quarterly Data (unaudited)

58    Historical Financial Summary

 

McCormick & Company    2010 Annual Report    page 33


Report of Management

We are responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report. The consolidated financial statements were prepared in conformity with United States generally accepted accounting principles and include amounts based on our estimates and judgments. All other financial information in this report has been presented on a basis consistent with the information included in the financial statements.

We are also responsible for establishing and maintaining adequate internal control over financial reporting. We maintain a system of internal control that is designed to provide reasonable assurance as to the fair and reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition.

Our control environment is the foundation for our system of internal control over financial reporting and is embodied in our Business Ethics Policy. It sets the tone of our organization and includes factors such as integrity and ethical values. Our internal control over financial reporting is supported by formal policies and procedures which are reviewed, modified and improved as changes occur in business conditions and operations.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets periodically with members of management, the internal auditors and the independent auditors to review and discuss internal control over financial reporting and accounting and financial reporting matters. The independent auditors and internal auditors report to the Audit Committee and accordingly have full and free access to the Audit Committee at any time.

We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal control over financial reporting, based on our evaluation, we have concluded with reasonable assurance that our internal control over financial reporting was effective as of November 30, 2010.

Our internal control over financial reporting as of November 30, 2010 has been audited by Ernst & Young LLP.

Report of Independent Registered Public Accounting Firm

Internal Control Over Financial Reporting

The Board of Directors and Shareholders of

McCormick & Company, Incorporated

We have audited McCormick & Company, Incorporated’s internal control over financial reporting as of November 30, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). McCormick & Company, Incorporated’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


 

LOGO

 

Alan D. Wilson

  

Chairman, President & Chief Executive

Officer

  

LOGO

 

Gordon M. Stetz

  

Executive Vice President & Chief

Financial Officer

LOGO

 

Kenneth A. Kelly, Jr.

  

Senior Vice President & Controller,

Chief Accounting Officer

 

 

page 34    McCormick & Company    2010 Annual Report   


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, McCormick & Company, Incorporated maintained, in all material respects, effective internal control over financial reporting as of November 30, 2010 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of McCormick & Company, Incorporated as of November 30, 2010 and 2009 and the related consolidated income statements, statements of shareholders’ equity and cash flow statements for each of the three years in the period ended November 30, 2010, and our report dated January 27, 2011 expressed an unqualified opinion thereon.

LOGO

Baltimore, Maryland

January 27, 2011

 

Report of Independent Registered Public Accounting Firm

Consolidated Financial Statements

The Board of Directors and Shareholders of

McCormick & Company, Incorporated

We have audited the accompanying consolidated balance sheets of McCormick & Company, Incorporated as of November 30, 2010 and 2009, and the related consolidated income statements, statements of shareholders’ equity, and cash flow statements for each of the three years in the period ended November 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of McCormick & Company, Incorporated at November 30, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended November 30, 2010, in conformity with U.S. generally accepted accounting principles.

As discussed in note 1 of the notes to consolidated financial statements, effective December 1, 2009 the Company changed its method of accounting for non-controlling interests with the adoption of the amendments to FASB ASC 810, Consolidation. Also as discussed in note 1 of the notes to consolidated financial statements, effective December 1, 2008 the Company changed the measurement date for pension and postretirement plan assets and liabilities to coincide with its year-end.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), McCormick & Company, Incorporated’s internal control over financial reporting as of November 30, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 27, 2011 expressed an unqualified opinion thereon.

LOGO

Baltimore, Maryland

January 27, 2011

 


 

   McCormick & Company    2010 Annual Report    page 35


Consolidated Income Statement

 

 

for the year ended November 30 (millions except per share data)

   2010      2009      2008  

Net sales

   $ 3,336.8       $ 3,192.1       $ 3,176.6   

Cost of goods sold

     1,919.1         1,864.9         1,888.4   
                          

Gross profit

     1,417.7         1,327.2         1,288.2   

Selling, general and administrative expense

     907.9         846.6         870.6   

Impairment charge

     —           —           29.0   

Restructuring charges

     —           13.7         12.1   
                          

Operating income

     509.8         466.9         376.5   

Interest expense

     49.3         52.8         56.7   

Other income, net

     2.2         2.4         18.0   
                          

Income from consolidated operations before income taxes

     462.7         416.5         337.8   

Income taxes

     118.0         133.0         100.6   
                          

Net income from consolidated operations

     344.7         283.5         237.2   

Income from unconsolidated operations

     25.5         16.3         18.6   
                          

Net income

   $ 370.2       $ 299.8       $ 255.8   
                          

Earnings per share—basic

   $ 2.79       $ 2.29       $ 1.98   

Earnings per share—diluted

   $ 2.75       $ 2.27       $ 1.94   

See Notes to Consolidated Financial Statements, pages 40–57.

 

page 36    McCormick & Company    2010 Annual Report


Consolidated Balance Sheet

 

 

at November 30 (millions)

   2010     2009  

Assets

    

Cash and cash equivalents

   $ 50.8      $ 39.5   

Trade accounts receivable, less allowances of $2.9 for 2010 and $4.5 for 2009

     386.7        365.3   

Inventories

     477.6        457.6   

Prepaid expenses and other current assets

     100.8        108.1   
                

Total current assets

     1,015.9        970.5   
                

Property, plant and equipment, net

     488.0        489.8   

Goodwill

     1,417.4        1,479.7   

Intangible assets, net

     232.5        237.3   

Investments and other assets

     265.9        210.5   
                

Total assets

   $ 3,419.7      $ 3,387.8   
                

Liabilities

    

Short-term borrowings

   $ 0.2      $ 101.2   

Current portion of long-term debt

     100.2        14.9   

Trade accounts payable

     302.7        298.7   

Other accrued liabilities

     431.7        403.4   
                

Total current liabilities

     834.8        818.2   
                

Long-term debt

     779.9        875.0   

Other long-term liabilities

     342.3        351.1   
                

Total liabilities

     1,957.0        2,044.3   
                

Shareholders’ equity

    

Common stock, no par value; authorized 320.0 shares; issued and outstanding: 2010—12.5 shares, 2009—12.3 shares

     282.7        235.1   

Common stock non-voting, no par value; authorized 320.0 shares; issued and outstanding: 2010—120.6 shares, 2009—119.5 shares

     473.8        398.9   

Retained earnings

     700.9        591.5   

Accumulated other comprehensive (loss) income

     (3.7     109.1   

Non-controlling interests

     9.0        8.9   
                

Total shareholders’ equity

     1,462.7        1,343.5   
                

Total liabilities and shareholders’ equity

   $ 3,419.7      $ 3,387.8   
                

See Notes to Consolidated Financial Statements, pages 40–57.

 

McCormick & Company    2010 Annual Report    page 37


Consolidated Cash Flow Statement

 

for the year ended November 30 (millions)

   2010     2009     2008  

Operating activities

      

Net income

   $ 370.2      $ 299.8      $ 255.8   

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     95.1        94.3        85.6   

Stock-based compensation

     11.9        12.7        18.2   

Loss (gain) on sale of assets

     (0.1     0.3        (22.9

Impairment charge

     —          —          29.0   

Deferred income taxes

     10.5        24.0        (8.8

Income from unconsolidated operations

     (25.5     (16.3     (18.6

Changes in operating assets and liabilities:

      

Trade accounts receivable

     (38.2     45.8        (7.7

Inventories

     (26.8     15.6        (26.8

Trade accounts payable

     10.5        3.4        40.8   

Other assets and liabilities

     (38.1     (74.7     (43.4

Dividends received from unconsolidated affiliates

     18.0        10.9        13.4   
                        

Net cash provided by operating activities

     387.5        415.8        314.6   
                        

Investing activities

      

Acquisitions of businesses and joint venture interests

     (46.9     —          (693.3

Capital expenditures

     (89.0     (82.4     (85.8

Proceeds from sale of business

     —          —          14.0   

Proceeds from sale of property, plant and equipment

     6.2        0.6        18.1   
                        

Net cash used in investing activities

     (129.7     (81.8     (747.0
                        

Financing activities

      

Short-term borrowings, net

     (99.6     (201.8     156.5   

Long-term debt borrowings

     —          —          503.0   

Long-term debt repayments

     (14.4     (50.4     (150.4

Proceeds from exercised stock options

     73.6        35.8        48.8   

Common stock acquired by purchase

     (82.5     —          (11.0

Dividends paid

     (138.2     (125.4     (113.5
                        

Net cash (used in) provided by financing activities

     (261.1     (341.8     433.4   
                        

Effect of exchange rate changes on cash and cash equivalents

     14.6        8.4        (8.0

Increase (decrease) in cash and cash equivalents

     11.3        0.6        (7.0

Cash and cash equivalents at beginning of year

     39.5        38.9        45.9   
                        

Cash and cash equivalents at end of year

   $ 50.8      $ 39.5      $ 38.9   
                        

See Notes to Consolidated Financial Statements, pages 40–57.

 

page 38    McCormick & Company    2010 Annual Report


Consolidated Statement of Shareholders’ Equity

 

(millions)

  Common
Stock
Shares
    Common
Stock
Non-Voting
Shares
    Common
Stock
Amount
    Retained
Earnings
    Accumulated
Other

Comprehensive
(Loss)  Income
    Non-controlling
Interest
    Total
Shareholders’
Equity
 

Balance, November 30, 2007

    12.8        115.0      $ 501.0      $ 323.8      $ 260.3      $ 9.9      $ 1,095.0   

Comprehensive income:

             

Net income

          255.8            255.8   

Net loss attributable to non-controlling interest

              (0.3     (0.3

Currency translation adjustments

            (240.4     (2.1     (242.5

Change in derivative financial instruments, net of tax of $4.9

            10.0          10.0   

Unrealized components of pension plans, net of tax of $7.4

            18.2          18.2   
                   

Comprehensive income

                41.2   
                   

Dividends

          (116.7         (116.7

Adjustment for new tax accounting

          (12.8         (12.8

Stock-based compensation

        18.2              18.2   

Shares purchased and retired

    (0.7     (0.2     (10.9     (24.7         (35.6

Shares issued, including tax benefit of $14.4

    2.4        0.8        73.5              73.5   

Equal exchange

    (2.2     2.2                —     
                                                       

Balance, November 30, 2008

    12.3        117.8      $ 581.8      $ 425.4      $ 48.1      $ 7.5      $ 1,062.8   

Comprehensive income:

             

Net income

          299.8            299.8   

Net income attributable to non-controlling interest

              0.6        0.6   

Currency translation adjustments

            187.0        0.8        187.8   

Change in derivative financial instruments, net of tax of $1.8

            (4.6       (4.6

Unrealized components of pension plans, net of tax of $55.8

            (121.4       (121.4
                   

Comprehensive income

                362.2   
                   

Dividends

          (128.5         (128.5

Adjustment for new pension accounting

          (1.5         (1.5

Stock-based compensation

        12.7              12.7   

Shares retired

    (0.1     —          (3.1     (3.7         (6.8

Shares issued, including tax benefit of $7.2

    1.3        0.5        42.6              42.6   

Equal exchange

    (1.2     1.2                —     
                                                       

Balance, November 30, 2009

    12.3        119.5      $ 634.0      $ 591.5      $ 109.1      $ 8.9      $ 1,343.5   

Comprehensive income:

             

Net income

          370.2            370.2   

Net income attributable to non-controlling interest

              0.6        0.6   

Currency translation adjustments

            (108.5     0.1        (108.4

Change in derivative financial instruments, net of tax of $1.2

            (0.1       (0.1

Unrealized components of pension plans, net of tax of $3.6

            (4.2       (4.2
                   

Comprehensive income

                258.1   
                   

Dividends

          (141.3         (141.3

Dividends attributable to non-controlling interest

              (0.6     (0.6

Stock-based compensation

        11.9              11.9   

Shares purchased and retired

    (1.5     (2.3     (38.8     (119.5         (158.3

Shares issued, including tax benefit of $17.5

    3.8        1.3        149.4              149.4   

Equal exchange

    (2.1     2.1                —     
                                                       

Balance, November 30, 2010

    12.5        120.6      $ 756.5      $ 700.9      $ (3.7   $ 9.0      $ 1,462.7   
                                                       

See Notes to Consolidated Financial Statements, pages 40–57.

 

McCormick & Company    2010 Annual Report    page 39


Notes to Consolidated Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The financial statements include the accounts of our majority-owned or controlled subsidiaries and affiliates. Intercompany transactions have been eliminated. Investments in unconsolidated affiliates, over which we exercise significant influence, but not control, are accounted for by the equity method. Accordingly, our share of net income or loss of unconsolidated affiliates is included in net income.

Use of Estimates

Preparation of financial statements that follow accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the amounts reported in the financial statements and notes. Actual amounts could differ from these estimates.

Cash and Cash Equivalents

All highly liquid investments purchased with an original maturity of three months or less are classified as cash equivalents.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using standard or average costs which approximate the first-in, first-out costing method.

Property, Plant and Equipment

Property, plant and equipment is stated at historical cost and depreciated over its estimated useful life using the straight-line method for financial reporting and both accelerated and straight-line methods for tax reporting. The estimated useful lives range from 20 to 40 years for buildings and 3 to 12 years for machinery, equipment and computer software. Repairs and maintenance costs are expensed as incurred.

We capitalize costs of software developed or obtained for internal use. Capitalized software development costs include only (1) direct costs paid to others for materials and services to develop or buy the software, (2) payroll and payroll-related costs for employees who work directly on the software development project and (3) interest costs while developing the software. Capitalization of these costs stops when the project is substantially complete and ready for use. Software is amortized using the straight-line method over a range of 3 to 8 years, but not exceeding the expected life of the product. We capitalized $13.3 million of software during the year ended November 30, 2010, $20.1 million during the year ended November 30, 2009 and $12.1 million during the year ended November 30, 2008.

 

Goodwill and Other Intangible Assets

We review the carrying value of goodwill and non-amortizable intangible assets and conduct tests of impairment on an annual basis as described below. We also test goodwill for impairment if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount and test non-amortizing intangible assets for impairment if events or changes in circumstances indicate that the asset might be impaired. Separable intangible assets that have finite useful lives are amortized over those lives.

Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, assumed royalty rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from these estimates.

Goodwill Impairment

Our reporting units used to assess potential goodwill impairment are the same as our business segments. We calculate fair value of a reporting unit by using a discounted cash flow model and then compare that to the carrying amount of the reporting unit, including intangible assets and goodwill. If the carrying amount of the reporting unit exceeds the calculated fair value, then we would determine the implied fair value of the reporting unit’s goodwill. An impairment charge would be recognized to the extent the carrying amount of goodwill exceeds the implied fair value.

Non-Amortizable Intangible Asset Impairment

Our non-amortizable intangible assets consist of brand names and trademarks. We calculate fair value by using a discounted cash flow model or relief-from-royalty method and then compare that to the carrying amount of the non-amortizable intangible asset. If the carrying amount of the non-amortizable intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the recorded non-amortizable intangible asset exceeds the fair value.

See note 4 for a discussion of the Silvo brand name impairment charge recorded in 2008.

Prepaid Allowances

Prepaid allowances arise when we prepay sales discounts and marketing allowances to certain customers on multi-year sales contracts. These costs are capitalized and amortized against net sales. The majority of our contracts are for a specific committed customer sales volume while others are for a specific time duration.


 

page 40    McCormick & Company    2010 Annual Report


Prepaid allowances on volume-based contracts are amortized based on the actual volume of customer purchases, while prepaid allowances on time-based contracts are amortized on a straight-line basis over the life of the contract. The amounts on the balance sheet are stated at the lower of unamortized cost or our estimate of the net realizable value of these allowances and are included in the line item “Investments and other assets.”

Revenue Recognition

We recognize revenue when we have an agreement with the customer, the product has been delivered to the customer, the sales price is fixed and collectibility is reasonably assured. We reduce revenue for estimated product returns, allowances and price discounts based on historical experience and contractual terms.

Trade allowances, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons, are offered through various programs to customers and consumers. Revenue is recorded net of trade allowances.

Trade accounts receivable are amounts billed and currently due from customers. We have an allowance for doubtful accounts to reduce our receivables to their net realizable value. We estimate the allowance for doubtful accounts based on our history of collections and the aging of our receivables.

Shipping and Handling

Shipping and handling costs on our products sold to customers are included in selling, general and administrative expense in the income statement. Shipping and handling expense was $77.7 million, $73.5 million and $84.0 million for 2010, 2009 and 2008, respectively.

Research and Development

Research and development costs are expensed as incurred and are included in selling, general and administrative expense in the income statement. Research and development expense was $52.7 million, $48.9 million and $51.0 million for 2010, 2009 and 2008, respectively.

Brand Marketing Support

Total brand marketing support costs, which are included in selling, general and administrative expense in the income statement, were $167.2 million, $146.5 million and $127.0 million for 2010, 2009 and 2008, respectively. Brand marketing support costs include advertising, promotions and customer trade funds used for cooperative advertising. Promotion costs include consumer promotions, point of sale materials and sampling programs. Advertising costs include the development, production and communication of advertisements through print, television, radio, the internet and in-store displays. These advertisements are expensed in the period in which they first run. Advertising expense was $71.7 million, $63.8 million and $57.4 million for 2010, 2009 and 2008, respectively.

 

Recently Issued Accounting Pronouncements

In December 2008, the Financial Accounting Standards Board (FASB) issued guidance on providing disclosures about plan assets of an employer’s defined benefit pension plan. We have adopted this pronouncement effective for our year ending November 30, 2010 and have included the additional disclosures in note 9.

In December 2007, the FASB issued a standard that outlines the accounting and reporting for ownership interest in a subsidiary held by parties other than the parent company (formerly referred to as minority interests). Non-controlling interests of $8.9 million at November 30, 2009 were reclassified from other long-term liabilities to shareholders equity in our balance sheet. Elimination of the income attributable to non-controlling interests was not material and is recorded in income from unconsolidated operations.

In December 2007, the FASB issued a standard on business combinations. This standard establishes principles and requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. This standard also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. It is effective for our acquisitions made after November 30, 2009. There were no material impacts from this standard for our acquisitions made in fiscal year 2010, although its implementation may have a material impact on our financial statements for businesses we acquire in future years.

In September 2006, the FASB issued a standard that requires us to (a) record an asset or a liability on our balance sheet for our pension plans’ overfunded or underfunded status (b) record any changes in the funded status of our pension and postretirement plans in the year in which the changes occur (reported in comprehensive income) and (c) measure our pension and postretirement assets and liabilities at November 30 versus our previous measurement date of September 30. We complied with the requirement to record the funded status and provided additional disclosures with our financial statements for our year ended November 30, 2007. Effective with our first quarter of 2009 financial statements, we adopted the portion of the standard to eliminate the difference between our plans’ measurement date and our November 30 fiscal year-end. The standard provides two approaches to transition to a fiscal year-end measurement date, both of which are to be applied prospectively. We elected to apply the transition option under which a 14-month measurement period (from September 30, 2008 through November 30, 2009) was used to determine our 2009 fiscal year pension expense. Because of the 14-month measurement period, we recorded a $2.3 million ($1.5 million, net of tax) decrease to retained earnings with a corresponding increase to other long-term liabilities effective December 1, 2008.


 

McCormick & Company    2010 Annual Report    page 41


Notes to Consolidated Financial Statements

 

2. ACQUISITIONS

Acquisitions are part of our strategy to improve margins and increase sales and profits.

In November 2010, we completed our purchase of a 26% non-controlling interest in Eastern Condiments Private Limited (Eastern) in cash for a total cost of $37.7 million. Eastern, based in India, is a leading brand of spices, seasonings and other related food products sold in India and the Middle East.

In September 2010, we purchased the assets of Caamacosta, Inc. (“Caamacosta”) for $11.5 million in cash. This business operates in North America and is included in our consumer segment from the date of acquisition. Caamacosta packages, distributes and sells spices, herbs, chilies, corn husks and other Mexican specialty food items under the El Bravo brand. Prior to year-end, we completed the valuation of assets for Caamacosta which resulted in $0.5 million being allocated to tangible net assets, $1.9 million allocated to other amortizable intangible assets and $9.1 million allocated to goodwill.

In July 2008, we completed the purchase of the assets of the Lawry’s business. Lawry’s manufactures and sells a variety of marinades and seasoning blends under the well-known Lawry’s brand in North America. The acquisition included the rights to the brands as well as related inventory and a small number of dedicated production lines. It did not include any manufacturing facilities or employees. The distribution of Lawry’s sales was approximately 90% to our consumer segment and 10% to our industrial segment.

The purchase price was $603.5 million in cash, the assumption of certain liabilities relating to the purchased assets and transaction costs of $11.5 million. We used cash on hand and borrowings under our commercial paper program to initially fund the purchase price. In September 2008 we issued $250 million in medium-term debt ($248 million in net proceeds) to repay a portion of our outstanding commercial paper issued to fund the Lawry’s acquisition (see note 6). The transaction underwent a regulatory review and the Federal Trade Commission issued its final order. In compliance with that order, we sold our Season-All business to Morton International, Inc. in July 2008. With annual sales of approximately $18 million, the Season-All business was sold for $15 million in cash (with net cash proceeds of $14 million). This resulted in a pre-tax gain of $12.9 million which was recorded as part of Other income in our income statement for 2008.

 

During 2009, we completed the final valuation of assets for Lawry’s which resulted in $9.4 million being allocated to tangible net assets, $62.4 million allocated to other intangibles assets and $543.2 million allocated to goodwill. The final valuation was determined utilizing predominately discounted cash flow models and reflects a $135.5 million reclassification from brands and other intangible assets to goodwill from the preliminary allocation recorded in July 2008. The resulting change to amortization expense was not material. The value for brands and other intangible assets consists of $14.4 million which is amortizable and $48.0 million which is non-amortizable. The weighted average amortization period for the amortizable intangible assets is 23.8 years. For tax purposes, goodwill resulting from the acquisition is deductible.

In these financial statements we have not included pro-forma historical information, as if the results of Lawry’s had been included from the beginning of the periods presented, since the use of forward-looking information would be necessary in order to meaningfully present the effects of the acquisition. Forward-looking information, rather than historical information, would be required as Lawry’s was operated as a part of a larger business within Unilever N.V., and the expense structure and level of brand support would have been different under our ownership. Net incremental sales from this acquisition are approximately $150 million.

In February 2008, we purchased Billy Bee Honey Products Ltd. (Billy Bee) for $76.4 million in cash, a business which operates in North America and is primarily included in our consumer segment from the date of acquisition. Billy Bee markets and sells under the Billy Bee brand. The annual sales of this business were approximately $35.0 million at the time of acquisition and include branded, private label and industrial products.

During 2009, we completed the final valuation of assets for Billy Bee which resulted in $5.7 million being allocated to tangible net assets, $12.0 million allocated to other intangibles assets and $58.7 million allocated to goodwill. This valuation was not significantly different than the preliminary valuation recorded in February 2008. The value for brands and other intangible assets consists of $4.1 million which is amortizable and $7.9 million which is non-amortizable.


 

page 42    McCormick & Company    2010 Annual Report


3. GOODWILL AND INTANGIBLE ASSETS

The following table displays intangible assets as of November 30, 2010 and 2009:

 

    2010     2009  

(millions)

  Gross
carrying
amount
    Accumulated
amortization
    Gross
carrying
amount
    Accumulated
amortization
 

Amortizable intangible assets

  $ 50.8      $ 17.7      $ 49.3      $ 14.4   

Non-amortizable intangible assets:

       

Goodwill

    1,417.4          1,479.7     

Brand names

    188.8          192.4     

Trademarks

    10.6          10.0     
                               
    1,616.8          1,682.1     
                               

Total goodwill and intangible assets

  $ 1,667.6      $ 17.7      $ 1,731.4      $ 14.4   
                               

Intangible asset amortization expense was $3.5 million, $1.3 million and $5.9 million for 2010, 2009 and 2008, respectively. At November 30, 2010, amortizable intangible assets had an average remaining life of approximately 16 years.

The changes in the carrying amount of goodwill by segment for the years ended November 30, 2010 and 2009 are as follows:

 

    2010     2009  

(millions)

  Consumer     Industrial     Consumer     Industrial  

Beginning of year

  $ 1,334.5      $ 145.2      $ 1,110.0      $ 120.2   

Purchase price allocation

    —          —          122.5        19.9   

Goodwill acquired

    9.1        —          —          —     

Foreign currency fluctuations

    (70.3     (1.1     102.0        5.1   
                               

End of year

  $ 1,273.3      $ 144.1      $ 1,334.5      $ 145.2   
                               

4. IMPAIRMENT CHARGE

During our annual impairment testing in the fourth quarter of 2008, we calculated the fair value of the Silvo brand in The Netherlands using the relief-from-royalty method and determined that it was lower than its carrying value. Consequently, we recorded a non-cash impairment charge of $29.0 million in our consumer business segment.

 

5. INVESTMENTS IN AFFILIATES

Summarized annual and year-end information from the financial statements of unconsolidated affiliates representing 100% of the businesses follows:

 

(millions)

   2010      2009      2008  

Net sales

   $ 538.3       $ 480.6       $ 483.8   

Gross profit

     205.2         163.8         167.0   

Net income

     51.6         34.6         36.7   
                            

Current assets

   $ 245.2       $ 190.7       $ 178.7   

Noncurrent assets

     81.5         54.1         54.1   

Current liabilities

     105.9         96.3         105.3   

Noncurrent liabilities

     26.5         9.6         9.3   

Our share of undistributed earnings of unconsolidated affiliates was $66.9 million at November 30, 2010. Royalty income from unconsolidated affiliates was $14.5 million, $12.8 million and $13.3 million for 2010, 2009 and 2008, respectively.

Our principal investment in unconsolidated affiliates is a 50% interest in McCormick de Mexico, S.A. de C.V.

6. FINANCING ARRANGEMENTS

Our outstanding debt is as follows:

 

(millions)

  2010     2009  

Short-term borrowings

   

Commercial paper

    —        $ 100.0   

Other

  $ 0.2        1.2   
               
  $ 0.2      $ 101.2   
               

Weighted-average interest rate of short-term borrowings at year-end

    8.8     0.4

Long-term debt

   

5.80% medium-term notes due 2011

  $ 100.0      $ 100.0   

5.25% medium-term notes due 2013(1)

    250.0        250.0   

5.20% medium-term notes due 2015(2)

    200.0        200.0   

5.75% medium-term notes due 2017(3)

    250.0        250.0   

7.63%–8.12% medium-term notes due 2024

    55.0        55.0   

Other

    8.9        21.6   

Unamortized discounts and fair value adjustments

    16.2        13.3   
               
    880.1        889.9   

Less current portion

    100.2        14.9   
               
  $ 779.9      $ 875.0   
               

 

(1) Interest rate swaps, settled upon the issuance of these medium-term notes in 2008, effectively fixed the interest rate on the $250 million notes at a weighted average fixed rate of 5.54%.
(2) The fixed interest rate on $100 million of the 5.20% medium-term notes due in 2015 is effectively converted to a variable rate by interest rate swaps through 2015. Net interest payments are based on 3 month LIBOR minus 0.05% during this period (our effective rate as of November 30, 2010 was 0.25%).
(3) Interest rate swaps, settled upon the issuance of these medium-term notes in 2007, effectively fixed the interest rate on the $250 million notes at a weighted average fixed rate of 6.25%.

 

McCormick & Company    2010 Annual Report    page 43


Notes to Consolidated Financial Statements

 

Maturities of long-term debt during the years subsequent to November 30, 2011 are as follows (in millions):

 

2012

   $ 0.3   

2013

     250.3   

2014

     0.4   

2015

     200.6   

Thereafter

     312.1   

In September 2008, we issued $250 million of 5.25% notes due 2013, with net cash proceeds received of $248.0 million. Interest is payable semiannually in arrears in March and September of each year. Of these notes, $100 million were subject to an interest rate hedge as further discussed in note 7. The net proceeds from this offering were used to pay down commercial paper which was issued for the purchase of the Lawry’s business (see note 2).

In December 2007, we issued $250 million of 5.75% medium-term notes which are due in 2017, with net cash proceeds received of $248.3 million. These notes were also subject to an interest rate hedge as further discussed in note 7. The net proceeds were used to repay $150 million of debt which matured in 2008 with the remainder used to repay short-term debt.

We have available credit facilities with domestic and foreign banks for various purposes. Some of these lines are committed lines and others are uncommitted lines and could be withdrawn at various times. In July 2007, we entered into a $500 million, five-year committed revolving credit agreement with various banks for general business purposes. Our current pricing under this credit agreement, on a fully drawn basis, is LIBOR plus 0.25%. This facility supports our commercial paper program and we have $500 million of capacity at November 30, 2010, of which none was used to support issued commercial paper. In addition, we have several uncommitted lines which have a total unused capacity at November 30, 2010 of $91.4 million. These lines by their nature can be withdrawn based on the lenders’ discretion. Committed credit facilities require a fee and annual commitment fees at November 30, 2010 and 2009 were $0.4 million.

Rental expense under operating leases was $27.3 million in 2010, $26.8 million in 2009 and $27.5 million in 2008. Future annual fixed rental payments for the years ending November 30 are as follows (in millions):

 

2011

   $ 20.4   

2012

     15.5   

2013

     11.7   

2014

     9.5   

2015

     8.0   

Thereafter

     16.3   

At November 30, 2010, we had guarantees outstanding of $0.6 million with terms of one year or less. At November 30, 2010 and 2009, we had outstanding letters of credit of $28.7

million and $30.0 million, respectively. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The unused portion of our letter of credit facility was $44.8 million at November 30, 2010.

7. FINANCIAL INSTRUMENTS

We use derivative financial instruments to enhance our ability to manage risk, including foreign currency and interest rate exposures, which exists as part of our ongoing business operations. We do not enter into contracts for trading purposes, nor are we a party to any leveraged derivative instrument and all derivatives are designated as hedges. The use of derivative financial instruments is monitored through regular communication with senior management and the use of written guidelines.

Foreign Currency

We are potentially exposed to foreign currency fluctuations affecting net investments, transactions and earnings denominated in foreign currencies. We selectively hedge the potential effect of these foreign currency fluctuations by entering into foreign currency exchange contracts with highly-rated financial institutions.

Contracts which are designated as hedges of anticipated purchases denominated in a foreign currency (generally purchases of raw materials in U.S. dollars by operating units outside the U.S.) are considered cash flow hedges. The gains and losses on these contracts are deferred in other comprehensive income until the hedged item is recognized in cost of goods sold, at which time the net amount deferred in other comprehensive income is also recognized in cost of goods sold. Gains and losses from hedges of assets, liabilities or firm commitments are recognized through income, offsetting the change in fair value of the hedged item.

At November 30, 2010, we had foreign currency exchange contracts to purchase or sell $208.2 million of foreign currencies versus $307.8 million at November 30, 2009. All of these contracts were designated as hedges of anticipated purchases denominated in a foreign currency or hedges of foreign currency denominated assets or liabilities. Hedge ineffectiveness was not material. At November 30, 2010, we had $133.0 million of notional contracts that have durations of less than 15 days that are used to hedge short-term cash flow funding. The remaining contracts have durations of one to thirteen months.

Interest Rates

We finance a portion of our operations with both fixed and variable rate debt instruments, primarily commercial paper, notes and bank loans. We utilize interest rate swap agreements to minimize worldwide financing costs and to achieve a desired mix of variable and fixed rate debt.


 

page 44    McCormick & Company    2010 Annual Report


We entered into three separate forward treasury lock agreements totaling $100 million in July and August of 2008. These forward treasury lock agreements were executed to manage the interest rate risk associated with the forecasted issuance of $250 million of fixed rate medium-term notes issued in September 2008. We cash settled these treasury lock agreements, which were designated as cash flow hedges, for a loss of $1.5 million simultaneous with the issuance of the notes and effectively fixed the interest rate on the $250 million notes at a weighted average fixed rate of 5.54%. The loss on these agreements was deferred in other comprehensive income and is being amortized over the five-year life of the medium-term notes as a component of interest expense. Hedge ineffectiveness of these agreements was not material.

In August 2007, we entered into $150 million of forward treasury lock agreements to manage the interest rate risk associated with the forecasted issuance of $250 million of fixed rate medium-term notes issued in December 2007. We cash settled these treasury lock agreements for a loss of $10.5 million simultaneous with the

issuance of the medium-term notes and effectively fixed the interest rate on the $250 million notes at a weighted-average fixed rate of 6.25%. We had designated these forward treasury lock agreements as cash flow hedges. The loss on these agreements was deferred in other comprehensive income and is being amortized over the 10-year life of the medium-term notes as a component of interest expense. Hedge ineffectiveness of these agreements was not material.

In March 2006, we entered into interest rate swap contracts for a total notional amount of $100 million to receive interest at 5.20% and pay a variable rate of interest based on three-month LIBOR minus .05%. We designated these swaps, which expire in December 2015, as fair value hedges of the changes in fair value of $100 million of the $200 million 5.20% medium-term notes due 2015 that we issued in December 2005. Any unrealized gain or loss on these swaps will be offset by a corresponding increase or decrease in value of the hedged debt. No hedge ineffectiveness is recognized as the interest rate swaps qualify for the “shortcut” treatment as defined under U.S. Generally Accepted Accounting Principles.


 

The following tables disclose the derivative instruments on our balance sheet as of November 30, 2010 and 2009, which are all recorded at fair value:

As of November 30, 2010:

 

(millions)

  

Asset Derivatives

    

Liability Derivatives

 

Derivatives

  

Balance sheet

location

   Notional amount      Fair value     

Balance sheet location

   Notional amount      Fair value  

Interest rate contracts

  

Other current assets

   $ 100.0       $ 19.2            —           —     

Foreign exchange contracts

  

Other current assets

     4.5         0.2      

Other accrued liabilities

   $ 203.7       $ 2.8   
                                         

Total

      $ 104.5       $ 19.4          $ 203.7       $ 2.8   
                                         

As of November 30, 2009:

 

  

(millions)

  

Asset Derivatives

    

Liability Derivatives

 

Derivatives

  

Balance sheet

location

   Notional amount      Fair value     

Balance sheet location

   Notional amount      Fair value  

Interest rate contracts

  

Other current assets

   $ 100.0       $ 17.0            —           —     

Foreign exchange contracts

  

Other current assets

     36.3         1.4      

Other accrued liabilities

   $ 271.5       $ 3.5   
                                         

Total

      $ 136.3       $ 18.4          $ 271.5       $ 3.5   
                                         

 

McCormick & Company    2010 Annual Report    page 45


Notes to Consolidated Financial Statements

 

The following tables disclose the impact of derivative instruments on other comprehensive income (OCI), accumulated other comprehensive income (AOCI) and our income statement for the years ended November 30, 2010 and 2009:

 

Fair value hedges (millions)

 
                    Income  
    Income statement         (expense)  

Derivative

  location         2010     2009  

Interest rate contracts

    Interest expense        $ 4.9      $ 4.1   

Cash flow hedges (millions)

 
    Gain (loss)
recognized
    Income   Gain (loss)
reclassified
 
    in OCI     statement   from AOCI  

Derivative

  2010     2009    

location

  2010     2009  

Terminated interest rate contracts

    —          —        Interest
expense
  $ (1.4   $ (1.4

Foreign exchange contracts

  $ (0.9   $ (3.0   Cost of goods sold     (0.1     5.3   
                                 

Total

  $ (0.9   $ (3.0     $ (1.5   $ 3.9   
                                 

The amount of gain or loss recognized in income on the ineffective portion of derivative instruments is not material. The net amount of other comprehensive income expected to be reclassified into income in the next 12 months is a $2.4 million decrease to earnings.

Fair Value of Financial Instruments

The carrying amount and fair value of financial instruments at November 30, 2010 and 2009 were as follows:

 

    2010     2009  

(millions)

  Carrying
amount
    Fair
value
    Carrying
amount
    Fair
value
 

Long-term investments

  $ 65.8      $ 65.8      $ 54.5      $ 54.5   

Long-term debt

    880.1        959.4        889.9        954.1   

Derivatives related to:

       

Interest rates

    19.2        19.2        17.0        17.0   

Foreign currency assets

    0.2        0.2        1.4        1.4   

Foreign currency liabilities

    2.8        2.8        3.5        3.5   

Because of their short-term nature, the amounts reported in the balance sheet for cash and cash equivalents, receivables, short-term borrowings and trade accounts payable approximate fair value.

 

Investments in affiliates are not readily marketable, and it is not practicable to estimate their fair value. Long-term investments are comprised of fixed income and equity securities held on behalf of employees in certain employee benefit plans and are stated at fair value on the balance sheet. The cost of these investments was $54.6 million and $55.6 million at November 30, 2010 and 2009, respectively.

Concentrations of Credit Risk

The customers of our consumer business are predominantly food retailers and food wholesalers. Consolidations in these industries have created larger customers. In addition, competition has increased with the growth in alternative channels including mass merchandisers, dollar stores, warehouse clubs and discount chains. This has caused some customers to be less profitable and increased our exposure to credit risk. We are potentially exposed to concentrations of credit risk with trade accounts receivable, prepaid allowances and financial instruments. Because we have a large and diverse customer base with no single customer accounting for a significant percentage of trade accounts receivable and prepaid allowances, there was no material concentration of credit risk in these accounts at November 30, 2010. Current credit markets are highly volatile and some of our customers and counterparties are highly leveraged. We continue to closely monitor the credit worthiness of our customers and counterparties. We feel that the allowance for doubtful accounts properly recognized trade receivables at realizable value. We consider nonperformance credit risk for other financial instruments to be insignificant.

8. FAIR VALUE MEASUREMENTS

Fair value can be measured using valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

 

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

 

Level 3: Unobservable inputs that reflect management’s own assumptions.


 

page 46    McCormick & Company    2010 Annual Report


Our population of assets and liabilities subject to fair value measurements on a recurring basis at November 30, 2010 are as follows:

 

          Fair value measurements  
          using fair value hierarchy  

(millions)

  Fair value     Level 1     Level 2     Level 3  

Assets

       

Cash and cash equivalents

  $ 50.8      $ 50.8        —          —     

Long-term investments

    65.8        13.0      $ 52.8        —     

Interest rate derivatives

    19.2        —          19.2        —     

Foreign currency derivatives

    0.2        —          0.2        —     
                               

Total

  $ 136.0      $ 63.8      $ 72.2        —     
                               

Liabilities

       

Foreign currency derivatives

  $ 2.8        —        $ 2.8        —     
                               

Total

  $ 2.8        —        $ 2.8        —     
                               

The fair values of long-term investments are based on quoted market prices from various stock and bond exchanges. The fair values for interest rate and foreign currency derivatives are based on quotations from various banks for similar instruments using models with market-based inputs.

9. EMPLOYEE BENEFIT AND RETIREMENT PLANS

We sponsor defined benefit pension plans in the U.S. and certain foreign locations. In addition, we sponsor 401(k) retirement plans in the U.S. and contribute to government-sponsored retirement plans in locations outside the U.S. We also currently provide postretirement medical and life insurance benefits to certain U.S. employees.

We adopted new accounting and disclosures for pension plans in 2008, 2009 and 2010 (see note 1 for further details).

Included in accumulated other comprehensive income at November 30, 2010 was $272.4 million ($181.8 million net of tax) related to net unrecognized actuarial losses and unrecognized prior service credit that have not yet been recognized in net periodic pension or postretirement benefit cost. We expect to recognize $11.1 million ($7.6 million net of tax) of actuarial losses, net of prior service credit in net periodic pension and postretirement benefit expense during 2011.

 

Defined Benefit Pension Plans

The significant assumptions used to determine benefit obligations are as follows:

 

    United States     International  
    2010     2009     2010     2009  

Discount rate—funded plan

    6.0     6.3     5.6     5.9

Discount rate—unfunded plan

    5.8     6.0     —          —     

Salary scale

    3.8     3.8     3.0–3.8     3.0–3.8

Expected return on plan assets

    8.3     8.3     7.2     7.2

Annually, we undertake a process, with the assistance of our external investment consultants, to evaluate the appropriate projected rates of return to use for our pension plans’ assumptions. We engage our investment consultant’s research team to develop capital market assumptions for each asset category in our plans to project investment returns into the future. The specific methods used to develop expected return assumptions vary by asset category. We adjust the outcomes for the fact that plan assets are invested with actively managed funds and subject to tactical asset reallocation. This process and the outcomes are reviewed with our internal investment committee for approval as the final plan asset returns used in our valuations of the pension obligations.

Our pension expense was as follows:

 

    United States     International  

(millions)

  2010     2009     2008     2010     2009     2008  

Service cost

  $ 12.8      $ 8.4      $ 10.6      $ 5.6      $ 4.7      $ 5.0   

Interest costs

    29.2        27.9        26.1        11.5        10.3        9.9   

Expected return on plan assets

    (32.0     (28.0     (26.4     (13.7     (11.7     (10.5

Amortization of prior service costs

    0.1        —          —          0.3        0.3        0.3   

Recognized net actuarial loss

    11.8        1.0        4.8        1.5        —          1.5   

Other

    —          —          —          0.1        —          0.1   
                                               
  $ 21.9      $ 9.3      $ 15.1      $ 5.3      $ 3.6        $6.3   
                                               

 

McCormick & Company    2010 Annual Report    page 47


Notes to Consolidated Financial Statements

 

The benefit obligation, fair value of plan assets and a reconciliation of the pension plans’ funded status as of November 30 follows:

 

    United States     International  

(millions)

  2010     2009     2010     2009  

Change in benefit obligation:

       

Benefit obligation at beginning of year

  $ 478.5      $ 342.6      $ 203.3      $ 146.4   

Adjustments due to new measurement date:

       

Service and interest cost

    —          6.1        —          2.3   

Benefit payments, employee contributions and expenses

    —          (3.4     —          —     

Service cost

    12.8        8.4        5.6        4.7   

Interest costs

    29.2        27.9        11.5        10.3   

Employee contributions

    —          —          1.6        1.8   

Plan changes and other

    —          —          (0.2     0.3   

Actuarial loss

    14.3        116.8        12.2        27.1   

Benefits paid

    (19.2     (19.9     (7.8     (7.1

Expenses paid

    —          —          (0.6     (1.8

Net transfers in

    —          —          4.6        —     

Foreign currency impact

    —          —          (6.5     19.3   
                               

Benefit obligation at end of year

  $ 515.6      $ 478.5      $ 223.7      $ 203.3   
                               

Change in fair value of plan assets:

       

Fair value of plan assets at beginning of year

  $ 335.5      $ 281.3      $ 178.1      $ 138.6   

Adjustments due to new measurement date:

       

Service and interest cost

    —          4.3        —          1.8   

Benefit payments, employee contribu-tions and expenses

    —          (3.3     —          (1.4

Actual return on plan assets

    36.8        16.1        13.1        12.4   

Employer contributions

    30.2        57.0        19.3        15.3   

Employee contributions

    —          —          1.6