SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934 ----------------------- Date of Report (Date of earliest event reported): January 23, 2002 McCormick & Company, Incorporated (Exact name of registrant as specified in its charter) Maryland 0-748 52-0408290 (State of other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 18 Loveton Circle Sparks, Maryland 21152 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 771-7301 Item 5. Other Events and Regulation FD Disclosure The Registrant will reflect certain accounting changes in its financial reporting for fiscal year 2002. The Registrant desires to indicate the impact of these accounting changes for each quarter and the full year of fiscal year 2001 as if the changes had been in effect during fiscal year 2001. Attached to this Form 8-K, and filed as Exhibit 99.1 and incorporated herein by reference, is a document entitled "2001 Quarterly Data (Unaudited)." Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. 99.1: 2001 Quarterly Data (Unaudited). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. McCORMICK & COMPANY, INCORPORATED Date: January 23, 2002 By: /s/ KENNETH A. KELLY, JR. ---------------------------------- Kenneth A. Kelly, Jr. Vice President & Controller
Exhibit 99.1 -- 2001 Quarterly Data (Unaudited) THIS DATA IS BEING PROVIDED IN ANTICIPATION OF CERTAIN ACCOUNTING CHANGES THAT WILL BE REFLECTED IN McCORMICK & CO.'S FINANCIAL REPORTING IN FISCAL YEAR 2002. THE DATA BELOW INDICATES THE IMPACT OF THESE UPCOMING CHANGES FOR EACH QUARTER AND THE FULL YEAR OF FISCAL 2001, AS IF THE CHANGES HAD BEEN IN EFFECT DURING THAT PERIOD. THE ACCOUNTING CHANGES ARE DESCRIBED HERE: In November 2001, the EITF issued EITF 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products," which is a codification of EITF's 00-14, 00-22 and 00-25. This will require the Company to reclassify certain marketing expenses as a reduction of sales. Concurrent with the adoption of EITF 01-09, the Company is also reclassifying certain expenses from selling, general and administrative expense to cost of goods sold. These reclassifications will take place in the first quarter of fiscal 2002 and prior periods will be reclassified. The effect of these reclassifications on 2001 will be a decrease to sales of $153.9 million, an increase in cost of goods sold of $20.0 million, and a decrease in selling, general and administrative expenses of $173.9 million. These reclassifications will decrease gross profit margin as a percentage of sales from 40.9% to 35.9% and increase operating income as a percentage of sales from 10.1% to 10.8% in 2001. These reclassifications will not impact net income. In June 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 applies to all business combinations with a closing date after June 30, 2001. This statement eliminates the pooling-of-interest method of accounting, and further clarifies the criteria for recognition of intangible assets separately from goodwill. Under SFAS No. 142, goodwill and indefinite lived intangible assets will no longer be amortized but will be subject to annual impairment tests in accordance with the new standard. Separate intangible assets that have finite lives will continue to be amortized over their useful lives. The Company will adopt SFAS No. 142 effective December 1, 2001. No goodwill impairment will result upon adoption. The Company recorded $13.0 million of goodwill amortization expense ($12.2 after tax) for the year ended November 30, 2001. Fiscal 2001 financial results will not be restated for the amortization of goodwill. Had the accounting change been in effect for the fiscal year 2001, selling, general and administrative expense would have been reduced by $13.0 million. The after-tax impact of the accounting change would have been $12.2 million.
Restatement After Millions except per share data As reported Adjustments Restatements - -------------------------------------------------------------------------------------------------------------------- FIRST QUARTER FISCAL YEAR 2001 Net sales $533,504 ($34,057) $499,447 Cost of goods sold 325,009 4,809 329,818 ---------------------------------------------------- Gross profit 208,495 (38,866) 169,629 Selling, general and administrative expense 163,556 (38,866) 124,690 Special charges - - - ---------------------------------------------------- Operating income 44,939 - 44,939 SECOND QUARTER FISCAL YEAR 2001 Net sales $567,140 ($35,972) $531,168 Cost of goods sold 345,627 4,857 350,484 ---------------------------------------------------- Gross profit 221,513 (40,829) 180,684 Selling, general and administrative expense 171,943 (40,829) 131,114 Special charges - - - ---------------------------------------------------- Operating income 49,570 - 49,570 Millions except per share data As reported Adjustments Restatements - -------------------------------------------------------------------------------------------------------------------- THIRD QUARTER FISCAL YEAR 2001 Net sales $570,710 ($34,809) $535,901 Cost of goods sold 341,765 5,064 346,829 ---------------------------------------------------- Gross profit 228,945 (39,873) 189,072 Selling, general and administrative expense 172,506 (39,873) 132,633 Special charges - - - ---------------------------------------------------- Operating income 56,439 - 56,439 FOURTH QUARTER FISCAL YEAR 2001 Net sales $701,043 ($49,027) $652,016 Cost of goods sold 388,601 5,273 393,874 ---------------------------------------------------- Gross profit 312,442 (54,300) 258,142 Selling, general and administrative expense 211,931 (54,300) 157,631 Special charges 10,848 - 10,848 ---------------------------------------------------- Operating income 89,663 - 89,663 TOTAL FISCAL YEAR 2001 Net sales $2,372,397 ($153,865) $2,218,532 Cost of goods sold 1,401,002 20,003 1,421,005 ---------------------------------------------------- Gross profit 971,395 (173,868) 797,527 Selling, general and administrative expense 719,936 (173,868) 546,068 Special charges 10,848 - 10,848 ---------------------------------------------------- Operating income 240,611 - 240,611