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MCCORMICK & CO INC Annual Report 2001

May 29, 2002

30330_10-k_2002-05-29_a60e75b9-6509-437d-9daa-721507148535.zip

Annual Report

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10-K/A 1 a2080906z10-ka.htm 10-K/A QuickLinks -- Click here to rapidly navigate through this document TOC_END

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

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For the fiscal year ended November 30, 2001 Commission file number 0-748

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McCORMICK & COMPANY, INCORPORATED

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Maryland (State of incorporation) 52-0408290 (IRS Employer Identification No.)
18 Loveton Circle Sparks, Maryland (Address of principal executive offices) 21152 (Zip Code)

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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:

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Common Stock, No Par Value (Title of Class) Common Stock Non-Voting, No Par Value (Title of Class)

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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 ý No o

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. ý

The aggregate market value of the voting stock held by non-affiliates of the registrant at January 31, 2002......$ 227,043,597

The aggregate market value of the non-voting stock held by non-affiliates of the registrant at January 31, 2002........$2,701,931,190

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

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Class NUMBER OF SHARES OUTSTANDING Date
Common Stock 7,912,180 January 31, 2002
Common Stock Non-Voting 61,422,303 January 31, 2002

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DOCUMENTS INCORPORATED BY REFERENCE

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Document Part of 10-K into which incorporated
Registrant's 2001 Annual Report to Stockholders Part I, Part II, Part IV
Registrant's Proxy Statement dated February 15, 2002 Part III

end of user-specified TAGGED TABLE ZEQ.=1,SEQ=1,EFW="2080906",CP="MCCORMICK & COMPANY, INC.",DN="1",CHK=606520,FOLIO='blank',FILE='DISK006:[02WDC3.02WDC1833]BA1833A.;1',USER='CPULLIA',CD='29-MAY-2002;09:20' THIS IS THE END OF A COMPOSITION COMPONENT TOC_END

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, 2001

ZEQ.=1,SEQ=2,EFW="2080906",CP="MCCORMICK & COMPANY, INC.",DN="1",CHK=560679,FOLIO='blank',FILE='DISK006:[02WDC3.02WDC1833]CA1833A.;4',USER='CPULLIA',CD='29-MAY-2002;09:20' THIS IS THE END OF A COMPOSITION COMPONENT TOC_END

THE McCORMICK 401(K) RETIREMENT PLAN (Formerly known as "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.

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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.

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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.

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DATE: 5/28/02 THE McCORMICK 401(K) RETIREMENT PLAN — By: /s/ Karen D. Weatherholtz Karen D. Weatherholtz Senior Vice President—Human Relations and Plan Administrator

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THE McCORMICK 401(K) RETIREMENT PLAN

(Formerly known as "The McCormick Profit Sharing Plan")

Audited Financial Statements and Supplemental Schedule

Years ended November 30, 2001 and 2000 with Report of Independent Auditors

ZEQ.=1,SEQ=4,EFW="2080906",CP="MCCORMICK & COMPANY, INC.",DN="1",CHK=795158,FOLIO='blank',FILE='DISK006:[02WDC3.02WDC1833]DC1833A.;7',USER='CPULLIA',CD='29-MAY-2002;09:20' THIS IS THE END OF A COMPOSITION COMPONENT TOC_END

The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Audited Financial Statements and Supplemental Schedule Years ended November 30, 2001 and 2000

Contents

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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 at End of Year) 9

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Report of Independent Auditors

Investment Committee McCormick & Company, Incorporated

We have audited the accompanying statements of net assets available for benefits of the McCormick 401(k) Retirement Plan (formerly known as "The McCormick Profit Sharing Plan") as of November 30, 2001 and 2000, and the related statements of changes in net assets available for benefits for each of the three years in the period ended November 30, 2001. 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, 2001 and 2000, and the changes in its net assets available for benefits for each of the three years in the period ended November 30, 2001, in conformity with accounting principles generally accepted in the United States.

Our audits were performed 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, 2001 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.

May 3, 2002 Baltimore, Maryland

1

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The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Statements of Net Assets Available for Benefits

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November 30 — 2001 2000
Assets
Investments:
Securities—at fair value:
McCormick & Company, Incorporated — common stock $ 101,224,536 $ 83,121,183
Unaffiliated issuers:
Mutual funds 164,451,594 154,161,364
Temporary investments — 14,993,343
Participant loans 5,014,557 4,959,463
Total investments 270,690,687 257,235,353
Receivables:
Accrued interest and dividends 60,310 493,293
Employer contributions — 3,511,641
Due from funds for securities sold, net — 1,412,953
Total receivables 60,310 5,417,887
Cash 435 —
270,751,432 262,653,240
Liabilities
Cash overdrafts — 68,841
Due to funds for securities purchased 335,440 —
Net assets available for benefits $ 270,415,992 $ 262,584,399

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See accompanying notes.

2

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The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Statements of Changes in Net Assets Available for Benefits

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Years ended November 30 — 2001 2000 1999
Additions
Employer contributions:
Employer match $ 6,386,570 $ 2,158,982 $ 2,010,032
Profit sharing — 3,641,241 3,988,314
Employee contributions 14,472,505 12,744,063 11,841,578
Earnings from investments:
Dividends:
McCormick & Company, Incorporated 1,870,857 1,878,488 1,675,773
Mutual funds 1,428,038 11,682,609 10,493,875
Interest income 729,276 1,205,816 440,129
Other, net 211,349 261,039 (63,109 )
25,098,595 33,572,238 30,386,592
Deductions
Participant withdrawals 12,670,549 21,142,972 14,370,337
Administrative expenses 322,071 329,286 265,790
12,992,620 21,472,258 14,636,127
Net realized (loss)/gain on investments (760,925 ) 10,553,580 13,340,091
Net unrealized depreciation of investments (3,513,457 ) (18,751,846 ) (3,851,017 )
Net increase 7,831,593 3,901,714 25,239,539
Net assets available for benefits at beginning of year 262,584,399 258,682,685 233,443,146
Net assets available for benefits at end of year $ 270,415,992 $ 262,584,399 $ 258,682,685

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See accompanying notes.

3

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The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Notes to Financial Statements November 30, 2001

1. Description of the Plan

The McCormick 401(k) Retirement Plan (the "Plan") is a defined contribution plan sponsored by McCormick & Company, Incorporated (the "Company"), which incorporates a 401(k) savings and investment option. The Plan was amended and restated effective December 1, 2000 and renamed The McCormick 401(k) Retirement Plan from The McCormick Profit Sharing 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. Copies of this document are available from the McCormick Corporate Human Relations Department.

Participating employees contribute to the Plan through payroll deductions in amounts ranging from 1% to 15% of their earnings.

Effective December 1, 2000, the Company and participating subsidiaries provide a matching contribution of 100% of the first 3% of an employee's contribution and 50% on the next 2% of the employee's contribution.

Prior to December 1, 2000, the Company and participating subsidiaries made 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 was not made on elective contributions in excess of 10% of compensation.

Prior to December 1, 2000, the Plan contained a "Profit Sharing Feature" whereby the Company and participating subsidiaries made additional contributions to the Plan for amounts authorized by the Board of Directors. Company profit sharing contributions were allocated to each participant's account based upon the participant's compensation and length of service. Effective December 1, 2000, the Plan was amended to eliminate the "Profit Sharing Feature".

Participants are immediately vested in their contributions, the Company's contributions, including matching contributions and all related earnings. Company profit sharing 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.

Participants' elective contributions, as well as Company matching contributions and prior 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's retirement.

Participants are permitted to take loans against their contributions to the Plan, subject to a $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 12 months, whichever is less. The Company's Investment Committee determines the interest rate for loans based on current market rates. Loan repayments, interest, and 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, reconstruct, or substantially rehabilitate a primary home for the participant or the participant's immediate family.

4

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Upon termination of service, a participant with an account balance greater than $5,000 may elect to leave their account balance invested in the Plan, elect to rollover their entire balance to an Individual Retirement Account (IRA) or another qualified plan, elect to receive a lump-sum payment equal to their entire balance, or elect annual installments to extend from two to eight years. Upon termination of service, a participant with an account balance less than $5,000 may elect to rollover their entire balance to an IRA or another qualified plan or elect to receive a lump-sum payment equal to their entire balance.

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.

2. Significant Accounting Policies

The financial statements of 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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires 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.

3. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service (the IRS) dated March 12, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "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

5

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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.

4. Investments

During 2001, 2000 and 1999, the Plan's investments (including investments bought, sold, or held throughout the year) (depreciated)/appreciated in fair value by $(4,274,382), $(8,198,266) and $9,489,074, respectively, as follows:

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Years ended November 30 — 2001 2000 1999
Net Appreciation (Depreciation) in Fair Value During Year Net Appreciation (Depreciation) in Fair Value During Year Net Appreciation (Depreciation) in Fair Value During Year
McCormick & Company, Incorporated — common stock $ 12,810,745 $ 11,758,929 $ (3,680,122 )
Mutual funds (17,085,127 ) (19,957,195 ) 13,169,196
Total $ (4,274,382 ) $ (8,198,266 ) $ 9,489,074

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The Plan's interest and dividend income for the years ended November 30, 2001, 2000, and 1999 was $4,028,171, $14,766,913 and $12,609,777, respectively.

The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:

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November 30 — 2001 2000
McCormick & Company, Incorporated—common stock $ 101,224,536 $ 83,121,183
Mutual Funds:
Fidelity Magellan Fund 53,329,010 64,958,919
Fidelity Growth & Income Portfolio Fund 47,491,878 55,646,599
Wells Fargo Stable Return Fund 21,280,909 —
T. Rowe Price Summit Cash Reserves Fund — 14,993,343

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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

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6. Subsequent Event

Effective March 22, 2002, the Plan was amended to provide that the McCormick Stock Fund investment option is designated as an employee stock ownership plan (ESOP). This designation allows participants investing in McCormick stock to elect to receive, in cash, dividends that are paid on McCormick common stock held in their 401(K) Retirement Plan accounts. Dividends may also continue to be reinvested.

7

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Supplemental Schedule

ZEQ.=1,SEQ=13,EFW="2080906",CP="MCCORMICK & COMPANY, INC.",DN="1",CHK=596121,FOLIO='blank',FILE='DISK006:[02WDC3.02WDC1833]DO1833A.;5',USER='CPULLIA',CD='29-MAY-2002;09:21' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Schedule H, Line 4i—Schedule of Assets (Held at End of Year) EIN 52-0408290, PN 004 November 30, 2001

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Shares Held Cost Value Market Value
McCormick & Company, Incorporated:
Common stock* 4,453,967 $ 44,057,999 $ 101,224,536
Mutual Funds Investments:
Fidelity Magellan Fund 515,455 52,982,848 53,329,010
Fidelity Growth & Income Portfolio Fund 1,276,320 45,557,155 47,491,878
Wells Fargo Stable Return Fund 669,322 21,074,987 21,280,909
Fidelity US Bond Index Fund 1,221,402 12,831,186 13,337,713
Wells Fargo Growth Balanced Fund 309,549 8,483,332 9,125,503
American EuroPacific International Fund 261,779 9,238,951 7,083,731
TCW Galileo Small Cap Growth Fund 301,069 10,227,157 5,380,100
Vanguard S&P 500 Index Fund 43,459 4,191,691 4,579,237
UAM ICM Small Company Value 27,694 657,836 692,348
Wells Fargo Aggressive Balanced Fund 33,703 679,243 688,207
Vanguard Windsor II Fund 20,255 512,005 513,858
Harbor Capital Appreciation Fund 12,803 357,538 372,567
Wells Fargo Moderate Balanced Fund 13,032 295,534 304,821
Wells Fargo Aggressive Balanced Fund 20,663 261,600 271,712
Participant loans (average interest rate of 9%)* — 5,014,557
$ 211,409,062 $ 270,690,687

end of user-specified TAGGED TABLE * Indicates parties-in-interest to the Plan

9

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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 May 3, 2002, with respect to the financial statements and supplemental schedule of the McCormick 401(k) Retirement Plan (formerly known as The McCormick Profit Sharing Plan) for the year ended November 30, 2001 included under Item 14., Exhibits, Financial Statement Schedules, and Reports on Form 8-K in this Form 10-K/A, No. 1.

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Form Registration Number Date Filed
S-8 333-57590 03/26/01
S-3/A 333-46490 01/23/01
S-8 333-93231 12/21/99
S-8 333-74963 03/24/99
S-3 333-47611 03/09/98
S-8 33-23727 03/21/97
S-8 33-58197 03/23/95
S-3 33-66614 07/27/93
S-3 33-40920 *05/29/91
S-8 33-33724 03/02/90
S-3 33-32712 12/21/89
S-3 33-24660 03/16/89
S-8 33-24658 09/15/88
S-3 33-24659 09/15/88

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/s/ Ernst & Young LLP

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May 28, 2002 Baltimore, Maryland

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QuickLinks

TOC_BEGIN THE McCORMICK 401(K) RETIREMENT PLAN (Formerly known as "The McCormick Profit Sharing Plan") SIGNATURES TOC_BEGIN The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Audited Financial Statements and Supplemental Schedule Years ended November 30, 2001 and 2000 TOC_BEGIN Report of Independent Auditors TOC_BEGIN The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Statements of Net Assets Available for Benefits TOC_BEGIN The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Statements of Changes in Net Assets Available for Benefits TOC_BEGIN The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Notes to Financial Statements November 30, 2001 TOC_BEGIN The McCormick 401(k) Retirement Plan (Formerly known as "The McCormick Profit Sharing Plan") Schedule H, Line 4i—Schedule of Assets (Held at End of Year) EIN 52-0408290, PN 004 November 30, 2001 TOC_BEGIN Consent of Independent Auditors SEQ=,FILE='QUICKLINK',USER=RERLE,SEQ=,EFW="2080906",CP="MCCORMICK & COMPANY, INC.",DN="1" TOCEXISTFLAG