UNITED STATES. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended NOVEMBER 30, 2000 Commission file number 0-748 ----------------- ----- McCORMICK & COMPANY, INCORPORATED Maryland 52-0408290 (State of incorporation) (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: Not applicable Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE COMMON STOCK NON-VOTING, NO PAR VALUE - -------------------------- --------------------------------------- (Title of Class) (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES /X/ NO / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / The aggregate market value of the voting stock held by non-affiliates of the registrant at January 31, 2001.... ..$ 202,142,762 The aggregate market value of the non-voting stock held by non-affiliates of the registrant at January 31, 2001 ....... $2,186,244,219 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 8,175,191 January 31, 2001 Common Stock Non-Voting 60,338,346 January 31, 2001 DOCUMENTS INCORPORATED BY REFERENCE DOCUMENT PART OF 10-K INTO WHICH INCORPORATED Registrant's 2000 Annual Report to Stockholders ............................. Part I, Part II, Part IV Registrant's Proxy Statement dated February 15, 2001........................... Part III
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) Commission File Number 0-748 For the fiscal year ended November 30, 2000
THE McCORMICK PROFIT SHARING PLAN McCORMICK & COMPANY, INCORPORATED 18 Loveton Circle Sparks, Maryland 21152 Items 1 through 3: Not required; see Item 4, below. Item 4. Financial Statements and Exhibits. a) i) Report of Independent Auditors ......................................... 1 ii) Statements of Financial Condition .................................. 2 iii) Statements of Changes in Plan Equity ............................... 3 iv) Notes to Financial Statements ...................................... 4 b) Exhibits: Independent Auditors' Consent Letter as to Incorporation of their Report on the Plan's Financial Statements. SIGNATURES The Plan pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. THE McCORMICK PROFIT SHARING PLAN DATE: 5/15/01 By: /s/ Karen D. Weatherholtz Karen D. Weatherholtz Senior Vice President - Human Relations and Plan Administrator
The McCormick Profit Sharing Plan Audited Financial Statements and Supplemental Schedules Years ended November 30, 2000 and 1999 with Report of Independent Auditors
The McCormick Profit Sharing Plan Audited Financial Statements and Supplemental Schedule Years ended November 30, 2000 and 1999 CONTENTS Report of Independent Auditors...........................................................................1 Audited Financial Statements Statements of Net Assets Available for Benefits..........................................................2 Statements of Changes in Net Assets Available for Benefits...............................................3 Notes to Financial Statements............................................................................4 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes...................................12
Report of Independent Auditors To the Investment Committee McCormick & Company, Incorporated We have audited the accompanying statements of net assets available for benefits of the McCormick Profit Sharing Plan as of November 30, 2000 and 1999, and the related statements of changes in net assets available for benefits for each of the three years in the period ended November 30, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the 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 net assets available for benefits of the Plan at November 30, 2000 and 1999, and the changes in its net assets available for benefits for each of the three years in the period ended November 30, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of November 30, 2000 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP April 27, 2001 1
The McCormick Profit Sharing Plan Statement of Net Assets Available for Benefits NOVEMBER 30 2000 1999 ---------------------------------------- ASSETS Investments: Securities - at fair value: McCormick & Company, Incorporated - Common stock $ 83,121,183 $ 78,507,473 Unaffiliated issuers: Temporary investments 14,993,343 938,541 Mutual funds 154,161,364 170,474,671 Participant loans 4,959,463 4,536,238 ---------------------------------------- Total investments 257,235,353 254,456,923 Receivables: Accrued interest and dividends 493,293 103,055 Employer contributions 3,511,641 3,748,797 Due from funds for securities sold, net 1,412,953 374,401 ---------------------------------------- Total receivables 5,417,887 4,226,253 Cash - 288 ---------------------------------------- 262,653,240 258,683,464 LIABILITIES Cash overdrafts 68,841 779 ---------------------------------------- Net assets available for benefits $ 262,584,399 $ 258,682,685 ======================================== SEE ACCOMPANYING NOTES. 2
The McCormick Profit Sharing Plan Statement of Changes in Net Assets Available for Benefits YEAR ENDED NOVEMBER 30 2000 1999 1998 ----------------------------------------------------------- ADDITIONS Employer contributions: Employer match $ 2,158,982 $ 2,010,032 $ 1,905,995 Profit sharing 3,641,241 3,988,314 2,222,281 Employee contributions 12,744,063 11,841,578 10,495,721 Earnings from investments: Dividends: McCormick & Company, Incorporated 1,878,488 1,675,773 1,589,823 Mutual funds 11,682,609 10,493,875 8,012,978 Interest income 1,205,816 440,129 509,848 Other, net 261,039 (63,109) 143,917 ----------------------------------------------------------- 33,572,238 30,386,592 24,880,563 DEDUCTIONS Participant withdrawals 21,142,972 14,370,337 14,258,480 Administrative expenses 329,286 265,790 294,609 ----------------------------------------------------------- 21,472,258 14,636,127 14,553,089 Net realized gain on investments 10,553,580 13,340,091 8,047,602 Net unrealized (depreciation) appreciation of investments (18,751,846) (3,851,017) 22,625,690 ----------------------------------------------------------- Net increase 3,901,714 25,239,539 41,000,766 Net assets available for benefits at beginning of year 258,682,685 233,443,146 192,442,380 ----------------------------------------------------------- Net assets available for benefits at end of year $ 262,584,399 $ 258,682,685 $233,443,146 =========================================================== SEE ACCOMPANYING NOTES. 3
The McCormick Profit Sharing Plan Notes to Financial Statements November 30, 2000 1. SIGNIFICANT ACCOUNTING POLICIES The financial statements of The McCormick Profit Sharing Plan (the "Plan") are prepared on the accrual basis of accounting. VALUATION OF SECURITIES Investments are stated at aggregate fair value. Securities traded on a national securities exchange or included on the NASDAQ National Market List are valued at the last reported sales price on the last business day of the plan year. Investments for which no sale was reported on that date are valued at the last reported bid price. The change in the difference between fair value and the cost of investments is reflected in the statement of changes in net asset available for benefits as net unrealized appreciation or depreciation of investments. The net realized gain or loss on disposal of investments is the difference between the proceeds received and the average cost of investments sold. Expenses relating to the purchase or sale of investments are added to the cost or deducted from the proceeds. ADMINISTRATIVE EXPENSES McCormick & Company, Incorporated (the "Company") has deducted $129,600, $239,517 and $267,265 in 2000, 1999 and 1998, respectively, from the cash deposit of its contributions to the Plan to offset a portion of the administrative costs incurred on behalf of the Plan. These expenses are included in administrative expenses in the statement of changes in net assets available for benefits. Direct expenses are paid by the Plan. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires Plan management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimates. 4
The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 1. SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS During the year ended November 30, 2000, the Plan adopted the provisions of AICPA Statement of Position 99-3 "Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters" (the "Statement"). The Statement eliminates the requirement for the Plan to disclose net assets available for benefits and changes in net assets available for benefits by individual fund. There was no impact on net assets available for benefits as a result of the adoption of the Statement. 2. DESCRIPTION OF THE PLAN The following description of the Plan provides only general information. Further information about the Plan agreement, eligible employees, the vesting provisions and investment alternatives are contained in the Summary Plan Description and in Registration Statement No. 33-33724 on Form S-8 filed with the Securities and Exchange Commission on March 2 1990. Copies of these documents are available from McCormick Corporate Human Relations. The Plan is a defined contribution plan sponsored by McCormick & Company, Incorporated which incorporates a 401(k) savings and investment option. Participating employees can make elective pretax contributions to the Plan through regular payroll deductions. If an employee authorizes elective contributions, the contributions may not be less than 1% of his or her taxable cash compensation and may be up to a maximum of 15%. The Company and participating subsidiaries will make a matching contribution at a rate of $.20 for each $1.00 of the participant's elective contributions to the Plan regardless of the participant's investment election. The matching contribution is not made on elective contributions in excess of 10% of compensation. The Plan also contains a "Profit Sharing Feature" whereby the Company and participating subsidiaries may also make additional contributions to the Plan for amounts authorized by the Board of Directors. Company profit sharing contributions are allocated to each participant's account based upon the participant's compensation and length of service. 5
The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Participants are immediately vested in their contributions and related earnings. Participants are also immediately vested in the Company contribution portion and related earnings of their accounts once these amounts have been deposited into their accounts. Company contributions cannot be withdrawn under the in-service early withdrawal provisions, other than hardship withdrawals, until three years after the contributions are approved by the Board of Directors. Effective March 23, 2000, the T. Rowe Price Prime Reserve Fund, the Bond Fund of America, and the T. Rowe Price Small Cap Value Fund were liquidated and transferred into the T. Rowe Price Summit Fund, the Fidelity U.S. Bond Index Fund, and the TCW Small Cap Growth Fund, respectively. In addition, the Vanguard S&P 500 Index Fund was added as an investment option. The following is a detailed description of the investment funds available to participants as of November 30, 2000: McCORMICK STOCK FUND - This fund invests principally in the common stock of McCormick & Company, Inc., the Plan sponsor. BALANCED FUND - The balanced fund seeks conservation of capital, current income and long-term growth of capital and income by investing in stocks, bonds, and other fixed-income securities. This fund invests principally in the American Balanced Fund. SMALL CAP GROWTH FUND - This Fund seeks long-term capital appreciation. To pursue this goal, it invests at least 65% of the value of its total assets in equity securities issued by companies with market capitalizations, at the time of acquisition, within the capitalization range of the companies comprising the Standard & Poor's Small Cap 600 Index. This fund invests principally in the TCW Galileo Small Cap Growth Fund. INTERNATIONAL GROWTH FUND - This international fund seeks long-term growth of capital by investing in companies based outside the United States. This fund invests principally in the American Europacific Growth Fund. 6
The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) THE U.S. BOND INDEX FUND - The bond fund seeks to provide as high a level of current income as is consistent with preservation of capital. This fund invests primarily in the Fidelity U.S. Bond Index Fund. GROWTH & INCOME PORTFOLIO FUND - This growth and income fund seeks high total return through a combination of current income and capital appreciation. The fund invests mainly in securities of companies that pay current dividends and offer potential growth of earnings. However, the fund may buy securities that are not currently paying dividends but offer prospects for either capital appreciation or future income. Securities may be of foreign and domestic issuers. The fund diversifies investments among a variety of industries. The principal investment is in the Fidelity Growth & Income Portfolio Fund. LONG-TERM CAPITAL APPRECIATION FUND - This long-term capital appreciation fund seeks capital appreciation by making a profit on invested capital over the long term. The fund invests in common stocks, and securities convertible to common stock, issued by companies operating in the U.S. and/or abroad. Investments are made in large corporations as well as smaller, lesser-known companies. The fund also diversifies investments among a variety of industries and sectors within the market. This fund invests principally in the Fidelity Magellan Fund. MONEY MARKET FUND - As a money market fund, this fund is managed to maintain a stable $1 share price (although it is not guaranteed). The value of the fund's shares is neither insured nor guaranteed by the U.S. Government. This fund invests principally in the T. Rowe Price Summit Fund. S&P 500 INDEX FUND - This fund holds all of the 500 stocks that make up the unmanaged Standard & Poor's 500 Composite Stock Price Index, in proportion to their weighting in the index. The fund attempts to match the performance of the index and remains fully invested in stocks at all times. This fund seeks long-term growth of capital and income from dividends and invests principally in the Vanguard S&P Index Fund. Participants' elective contributions and the Company's Profit Sharing contributions are invested in the Plan's investment funds as directed by the participant. In general, participant withdrawals are subject to a 10% excise tax for early withdrawals prior to the participant reaching retirement. 7
The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Participants are permitted to take loans against their contributions to the Plan, subject to $500 minimum. The maximum of any loan cannot exceed one-half of the participant's contributed account balance or $50,000 less the highest outstanding unpaid loan balance during the prior twelve months, whichever is less. The Company's Investment Committee determines the interest rate for loans based on current market rates. Loan repayments, interest, plus maintenance fees are made by participants through payroll deductions over loan terms of up to five years. Longer loan terms are available for loans taken to purchase, construct, re-construct or substantially rehabilitate a primary home for the participant or the participant's immediate family. The Company intends to continue the Plan indefinitely. The Company reserves the right to terminate the Plan, or to reduce or cease contributions at any time, if its Board of Directors determines that business, financial or other good causes make it necessary to do so, or to amend the Plan at any time and in any respect provided, however, that any such action will not deprive any participant or beneficiary under the Plan of any vested right. 3. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated March 12, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. 8
The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 4. INVESTMENTS During 2000, 1999, and 1998, the Plan's investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in fair value by ($8,198,266), $9,489,074 and $30,673,292, respectively, as follows: YEAR ENDED NOVEMBER 30 2000 1999 1998 ---------------------------------------------------------- NET APPRECIATION NET APPRECIATION NET (DEPRECIATION) IN (DEPRECIATION) IN APPRECIATION FAIR VALUE FAIR VALUE IN FAIR VALUE DURING YEAR DURING YEAR DURING YEAR ---------------------------------------------------------- McCormick & Company, Incorporated - common stock $ 11,758,929 $ (3,680,122) $ 18,170,293 Unaffiliated issuers: Temporary investments - - - Mutual funds (19,957,195) 13,169,196 12,502,999 Participant loans - - - ---------------------------------------------------------- Total $ (8,198,266) $ 9,489,074 $ 30,673,292 ========================================================== The Plan's interest and dividend income for the years ended November 30, 2000, 1999, and 1998 was $14,766,913, $12,609,777, and $10,112,649, respectively. The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: NOVEMBER 30 2000 1999 ------------------------------------ McCormick & Company, Incorporated - common stock $ 83,121,183 $ 78,507,473 Fidelity Investments Mutual Funds: Growth & Income Portfolio Fund 55,646,599 61,236,920 Long-Term Capital Appreciation Fund (Magellan Fund) 64,958,919 69,601,294 T. Rowe Price Summit Cash Reserves Fund 14,993,343 - 9
The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 5. TRANSACTIONS WITH PARTIES-IN-INTEREST Fees paid during the year for legal, accounting and other services rendered by parties-in-interest were based on customary and reasonable rates for such services. 6. RECONCILIATION OF FORM 5500 TO AUDITED FINANCIAL STATEMENTS The following represents a summary of the differences between the Form 5500 for the year ended November 30, 2000, and the accompanying financial statements: AMOUNT PER ACCOMPANYING FORM 5500 AMOUNT PER FINANCIAL LINE NUMBER DESCRIPTION FORM 5500 STATEMENTS DIFFERENCE - ---------------------------------------------------------------------------------------------------------- 32b (1)(A) Interest - interest bearing cash $ 64,185 $ 1,205,816 $ (1,141,631) 32b (1)(E) Interest - Participant loans 408,273 - 408,273 32b (2) (B) Dividends - Common Stock 1,004,731 1,878,488 (873,757) N/A Dividends - mutual funds - 11,682,609 (11,682,609) 32b (4)(C) Net gain on sale of assets 616,760 10,553,580 (9,936,820) 32b (5) Unrealized appreciation 11,142,170 (18,751,846) 29,894,016 32b (10) Registered investment companies (7,997,517) - (7,997,517) 32c Other income 1,284,281 261,039 1,023,242 32l (1) Transfers to this plan 112,423,132 - 112,423,132 32l (2) Transfers from this plan (112,116,329) - (112,116,329) ------------------------------------------------------ $ 6,829,686 $ 6,829,686 $ - ====================================================== The differences result from the classification of investments, and the basis for determining cost, as required for financial statement purposes (historical cost) differing from the classification required in the Form 5500 (market value at the beginning of the Plan year). 10
The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 7. SUBSEQUENT EVENTS Effective December 1, 2000, the Plan was amended to eliminate the "Profit Sharing Feature." Contemporaneously, the Company match was enhanced such that the Company will match 100% of a participant's contribution up to the first 3% of the participant's salary, and 50% of the next 2% of a participant's salary. In conjunction with these amendments, the plan was also renamed the McCormick 401(k) Retirement Plan. 11
Supplemental Schedule
The McCormick Profit Sharing Plan Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes November 30, 2000 SHARES COST MARKET HELD VALUE VALUE ------------------------------------------------------ Temporary investments: T. Rowe Price Summit Cash Reserves 14,993,343 $ 14,993,343 $ 14,993,343 McCormick & Company, Incorporated: Common stock* 2,231,441 38,643,084 83,121,183 Mutual Funds Investments: Fidelity US Bond Index Fund 777,309 7,959,413 8,138,430 Fidelity Growth & Income Portfolio Fund 1,304,115 45,814,743 55,646,599 American Balanced Fund 300,955 4,583,484 4,613,645 American EuroPacific International Fund 299,771 11,077,388 9,382,835 Vanguard S&P 500 Index Fund 33,027 4,408,743 4,016,810 TCW Galileo Small Cap Growth Fund 280,035 13,388,432 7,404,126 Fidelity Long-Term Capital Appreciation Fund (Magellan Fund) 540,154 54,778,986 64,958,919 Participant loans (average interest rate of 9%)* - 4,959,463 -------------------------------------- $ 195,647,616 $257,235,353 ====================================== * Indicates parties-in-interest to the Plan 12
Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the following Registration Statements of McCormick & Company, Incorporated and subsidiaries and in the related Prospectuses (if applicable) of our report dated April 27, 2001, with respect to the financial statements and supplemental schedule of the McCormick Profit Sharing Plan for the year ended November 30, 2000 included under Item 14., EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K in this Form 10-K/A, No.1. Form Registration Number Date Filed ------------------------ --------------------------------------------- ---------------------- S-8 333-57590 03/26/01 S-3/A 333-46490 1/23/01 S-8 333-93231 12/21/99 S-8 333-74963 3/24/99 S-3 333-47611 3/9/98 S-8 33-23727 3/21/97 S-8 33-58197 3/23/95 S-3 33-66614 7/27/93 S-3 33-40920 5/29/91 ** S-8 33-33724 3/02/90 S-3 33-32712 12/21/89 S-3 33-24660 3/16/89 S-8 33-24658 9/15/88 S-3 33-24659 9/15/88 ** Includes amendment filed 6/18/91. /s/ Ernst & Young LLP Baltimore, Maryland May 25, 2001