McCormick & Co Inc · 10-K · For 11/30/93 · EX-13

Filed On 2/22/94   ·   SEC File 0-00748   ·   Accession Number 63754-94-9

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         22±   106K 
 2: EX-13       Annual Report - Exhibit 13                            38±   165K 
 3: EX-23       Consent of Auditors - Exhibit 23                       1      8K 
 4: EX-99       Proxy Statement - Exhibit 99                          17±    84K 
 5: EX-11       Statement re: Computation of Earnings Per Share        1      8K 

EX-13   ·   Annual Report - Exhibit 13

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REPORT ON OPERATIONS                              

CONSUMER PRODUCTS                                                               

McCormick's oldest and largest business consists of spices, herbs,              
extracts, proprietary seasoning blends, and easy-to-use liquid                  
flavorings and marinades.  These retail products are sold primarily             
in the United States under the McCormick name in the East, the                  
Schilling and Crescent labels in the West, and the Club House                   
brand in Canada.  Given the highly competitive nature of the                    
consumer products business and the recessionary economies in some               
of our markets, 1993 was a very good year.                                      

One part of our strategy to grow our retail business includes the               
introduction of new products and line extensions.  Some 40 new                  
products were introduced during 1993.  Examples include:                        

Old Bay Seas'n Easy product line for fish,                                
A new line of Caribbean spices known as La Cocina de                      
McCormick,                                                                
A new line of dry seasoning mixes for rice,                               
Bag 'n Season for Hot 'n Spicy Wings,                                     
McCormick International Collection of gourmet spices,and                  
Holiday Potpourri.                                                        

Consumer studies show the perimeter aisles of grocery stores are                
the highest traffic areas.  In order to take advantage of this                  
shopping pattern, we have successfully integrated recently acquired             
brands from Golden Dipt, Produce Partners, and Prepco, dramatically             
increasing our presence in the seafood and produce departments.                 

The Old Bay and Golden Dipt lines of products answer the increasing             
consumer demand for quick and easy seasoning ideas for fish and                 
other seafood items.  Emphasis is also being placed on Thai and                 
Hispanic style seasonings, both fast-growing categories.  Focus on              
total quality, statistical process control, and new computerized                
communications with grocery customers continues to provide                      
productivity gains and cost savings.                                            

INDUSTRIAL AND FOOD SERVICE                             

The McCormick Flavor Group, which includes our industrial and fast              
food spice, seasonings and flavor businesses, had another strong                
year of sales and profit growth.                                                

The Flavor Division achieved significant sales increases in 1993                
with leading food processors and fast food chains.  Additionally,               
the Division received the Best of the Best supplier award from a                
major multinational food processor and has been named a preferred               
supplier by several other major domestic as well as international               
customers.                                                                      

Growth is being supported by capital expenditures, such as the one              
for the new Technical Resource Center which opened in early 1993.               
This new center provides creative space for customers to use with               
our technical specialists in the development of new products.  This             
expansion of technical laboratory facilities will help the Flavor               
Division maintain its industry leadership in superior flavor                    
systems.  The mission is to develop a customer-focused formula                  
management process which enables employees to be consistent in                  
exceeding customer expectations and thereby gain competitive                    
worldwide advantages for McCormick.                                             

In 1993, this Division also experienced significant growth in sales             
volumes in the coatings systems product line by concentrating                   
attention on select accounts which service major fast food chains               
and multinational food processors.  By continuing to supply                     
technologically superior flavor systems, we successfully serve more             
than 80 of the top 100 food processors.                                         

The Food Service Division primarily serves broad-line foodservice               
distributors and warehouse clubs, areas characterized by continuing             
consolidation.                                                                  

This Division has expanded its business in a rapidly changing                   
environment through operating efficiencies, superior customer                   
service and contemporary new products. New items include  Dry                   
Rotisserie Style Seasoning, Thai Seasoning, California Garlic                   
Blends, and the continued growth of 1992 favorites Montreal Steak               
Seasoning and Caribbean Jerk Seasoning.                                         

Gilroy Foods, McCormick's agriculturally -based California                      
subsidiary, experienced a short crop in 1992 which unfavorably                  
impacted earnings in 1993.  This unit expects to return to normal               
profit levels in 1994.                                                          

In support of McCormick's global expansion strategy, Gilroy Foods               
acquired 80 percent of National Dehydration Company of Egypt.  This             
venture will primarily support the United Kingdom and European                  
markets.  Another joint venture, Alimentos Deshidratados del Bajio,             
was formed to produce and market chilies and dehydrated vegetables              
in Mexico.                                                                      

SupHerb Farms, McCormick's joint venture with Daragal of France,                
which produces frozen and freeze-dried herbs, opened its new state-             
of-the-art processing facility in Turlock, California.  We continue             
to be excited about the possibilities for this business venture.                

Gilroy Energy Company, Gilroy Foods' cogeneration facility,                     
concluded its sixth very successful year of operations.Golden                   
West Foods significantly improved its performance in the latter                 
part of 1993 by expanding its product mix into higher margin                    
specialty frozen food items and improving productivity within its               
operations.                                                                     

INTERNATIONAL                             

1993 was an excellent year for the International Group. Sales                   
increased 16 percent in local currencies over the prior year.                   
Especially noteworthy was the performance of McCormick U.K.  This               
unit enjoyed solid profit growth despite a recessionary economy.                
Part of the success came from the launch of new products, including             
rice seasonings and liquid sauces featuring international flavors.              
Cost containment measures also helped to improve gross margins.                 

Through careful cost controls and operations improvements,                      
McCormick Canada and McCormick Australia reported good years                    
despite difficult local economies.  Our Latin American businesses               
in El Salvador and Venezuela continued to perform very well.                    

Among unconsolidated units, substantial improvement occurred in the             
sales and profit performance of McCormick-Lion, our consumer joint              
venture in Japan.  Our joint venture in Mexico also continued to                
show strong sales growth.  Profit performance was impacted by more              
aggressive marketing programs to support additional capacity at the             
San Luis Potosi plant.                                                          

Our joint ventures in China and the Philippines performed well,                 
with further progress expected in 1994.  Based on the successful                
launch of consumer products in the Shanghai and Beijing markets, we             
plan to expand the sale of similar products in Southern China                   
during 1994.                                                                    

PACKAGING                             

McCormick's Packaging Group - which includes Setco and Tubed                    
Products - continues to enjoy growth in specialized niche markets               
while also supplying other McCormick units with plastic packaging               
for foodservice and consumer products.                                          

During 1993, Tubed Products completed renovation and increased                  
capacity at the facility in Freehold, New Jersey.  Additional tube              
manufacturing and decorating machines were installed at the                     
facilities in Oxnard, California, and Easthampton, Massachusetts.               
In addition to expanding decorating production capacity, the                    
Easthampton plant has begun production of high barrier, multi-layer             
plastic tubes.  This provides new sales opportunities.                          

Setco completed the acquisition and integration of the Admiral                  
Plastics plant in New York in March of 1993.  This acquisition                  
provides entry into a new market of the pharmaceutical business.                
To meet increasing customer demands, capacity was added to Setco                
plants in Cranbury, New Jersey,  and Anaheim, California.                       

OVERVIEW - 1993                             

The Company earned $1.22 per share from continuing operations in                
fiscal year 1993.  This represents a 5% increase over the $1.16                 
reported in 1992 and compares to gains of 18% in both 1992 and                  
1991. The Company adopted the new accounting standard for                       
postretirement benefits (Statement of Financial Accounting                      
Standards [SFAS] No. 106) in 1993 causing a one-time charge to                  
earnings of $.33 per share resulting in net earnings of $.89 per                
share. The adoption of SFAS No. 106 also reduced earnings in 1993               
by an additional $.03 per share to reflect ongoing accrued expenses             
associated with these benefits. The increase in the federal                     
corporate income tax rate retroactive to January 1 also reduced                 
earnings by approximately $.03 per share. Adjusting 1993 earnings               
for the additional expenses described and excluding a $.02 gain on              
the sale of a divested business in 1992, profits increased 12% over             
1992 on a comparable basis. Operating performance was below the                 
Company's earnings growth objective of 15%. This was primarily                  
due to high cost onion inventories; other factors were competitive              
pressures and weak economic conditions in a number of the markets               
in which we operate.                                                            

Sales of $1.56 billion increased 5.8% over 1992.  Excluding the                 
impact of unfavorable foreign currency exchange rates, particularly             
in the United Kingdom and Canada, sales increased by 9%. Sales of               
unconsolidated operations in 1993 were $310 million, an increase of             
16% over 1992.                                                                  

Return on equity from continuing operations declined slightly to                
22.0% versus 23.3% in 1992 and 21.8% in 1991. Return on equity                  
after taking into effect the adoption of the accounting change                  
discussed above was 17.0%.                                                      

Net income from continuing operations was 6.4% of net sales in 1993             
versus 6.5% in 1992 and 5.7% in 1991.                                           

Dividends were increased in December 1992 to an annual rate of $.44             
per share and again in December 1993 to $.48 per share.  These                  
dividend increases reflect management's continued confidence in the             
long-term outlook for the Company.                                              

The 2 million share repurchase program authorized in October 1991               
was completed. In June 1993, the Company authorized an additional               
2 million share repurchase program which was approximately 12%                  
complete at fiscal yearend.                                                     

The consumer products business reported higher profits and sales as             
it continued to expand its product offerings through line                       
extensions and niche acquisitions. The operating environment for                
consumer products companies remains difficult as the industry                   
focuses on cost reductions and efficiencies in a highly competitive             
environment.                                                                    

Most of our industrial and foodservice operations reported                      
increased operating profits and sales during 1993. However, our                 
Gilroy Foods unit experienced significantly lower operating profits             
due to high onion costs.  This situation, a result of fewer acres               
planted and lower crop yields of product produced in 1992 for sale              
in 1993, materially affected Gilroy's margins. The crop harvested               
in mid-year 1993 produced acceptable yields, and margins are                    
expected to return to normal levels. Our industrial flavor and                  
seasonings business had an excellent year participating as a key                
ingredient supplier in several significant new product launches by              
its customers.                                                                  

Sales and operating profits at our international operating units                
increased significantly in 1993 on a local currency basis. Both the             
United Kingdom and Canada, our largest consolidated international               
operations, achieved increases despite the difficult economic                   
environments in which they operated.                                            

Sales and operating profits at our packaging operations increased               
significantly in 1993.  During the year, the Company completed the              
acquisition of the bottle business of Admiral Plastics. With this               
acquisition, the Company enhanced its position as a quality                     
supplier of plastic bottles for the food, cosmetic and                          
pharmaceutical industries. The plastic tube business of Peerless                
Tube, acquired in 1992, was successfully integrated into our Tubed              
Products unit.                                                                  

Earnings of our unconsolidated joint ventures increased                         
approximately 4% in 1993.  McCormick de Mexico brought additional               
capacity on stream in 1993 and engaged in heavy sales promotional               
efforts to build market share.  McCormick-Lion, our consumer                    
products operation in Japan, reported improved results due to                   
successful implementation of cost reduction programs.                           

Management remains confident that our current focus on profitable               
expansion and margin improvement, combined with continued emphasis              
on total quality, will generate increased shareholder value.                    

SALES                               

Sales from consolidated operations grew by 5.8% in 1993 to a record             
level of $1.56 billion.  Excluding the unfavorable effects of                   
foreign exchange rates, sales increased 9% versus our stated sales              
growth objective of 10%.                                                        

Our domestic consumer products business experienced modest sales                
growth in an environment that is both mature and highly                         
competitive. Continued focus on adding products which cater to the              
consumer's demand for more convenience and variety contributed to               
the 4% unit sales increase.  A primary marketing thrust is to                   
position more McCormick products around the perimeter of the                    
grocery store. This is evidenced by our recent acquisition of the               
consumer products line of Golden Dipt, which provides us with a                 
more extensive presence in the seafood department.  Also, the                   
acquisition of product lines and brands such as Produce Partners,               
Zebbies and Great Guacamole, provides us with additional products               
in high traffic produce departments.  The impact of private label               
products on the sales of branded consumer products was a prime                  
concern for the grocery industry during 1993. Within the spice                  
industry, private label products are not new and the category has               
not shown any recent growth. The Company has packaged private label             
spices for many years.   As a supplier of these products, we do not             
believe they are a significant threat to our branded consumer                   
business.                                                                       

Our domestic consumer products business continues to experience                 
margin pressure.  Higher discounts and allowances are being                     
required to defend  our distribution base. We expect that these                 
intensely competitive market conditions will exist throughout 1994.             
We intend to defend aggressively our share of the consumer spice                
and seasoning market.                                                           

Industrial/Food Service sales were up in 1993 due in part to the                
success of new consumer products launched by our industrial                     
customers. These combined operations provide a broad array of high              
quality flavor systems and ingredients, product development and                 
support services. Such capabilities continue to position us as a                
preferred source for major multinational food processors.                       

In the packaging area, acquisition of the Admiral Plastics' bottle              
business and continued expansion in our existing business                       
contributed to significant sales growth. Our ability to provide                 
customers with high quality specialty packaging along with                      
excellent customer service has enhanced our niche position in this              
industry.                                                                       

International sales growth was affected by continued economic                   
weakness and unfavorable foreign exchange rates in many of the                  
countries in which we operate. In local currency, sales growth in               
the United Kingdom was excellent. Our U.K. operations continue to               
expand its retail product line and gain further penetration in the              
industrial marketplace.                                                         

Sales by our joint venture units, which are not consolidated,                   
reached $310 million, a 16% increase over 1992. These companies                 
have become increasingly important as a method to grow our business             
in new geographical markets or product categories. In these                     
ventures, our partner provides critical market knowledge or                     
distribution strength that complements our overall capabilities in              
the spice and seasoning business.                                               

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Sales                                                                                        

Consolidated           1993           1992      1991       1993           1992          1991 
                                                                                             

                                 (in millions)                  (percentage of total)        

Consumer Products      $  531.0       $  509.0  $  483.5   34.1%          34.7%         33.9%
Industrial/Food Service   537.3          503.9     536.1   34.5%          34.2%         37.5%
International             321.6          317.0     292.6   20.7%          21.5%         20.5%
Packaging                 124.9           97.2      73.4    8.0%           6.6%          5.1%
Total Food and                                                                               
Packaging               1,514.8        1,427.1   1,385.6   97.3%          97.0%         97.0%
Gilroy Energy              41.8           44.3      42.3    2.7%           3.0%          3.0%
Total                  $1,556.6       $1,471.4  $1,427.9  100.0%         100.0%        100.0%

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Percentage Change          1993                    1992                       1991           

                           Volume  Price           Volume  Price              Volume   Price 
                  Total    Change  Change  Total   Change  Change   Total     Change   Change
                                                                                             

Consumer Products 4.3%     4.0%     0.3%    5.3%    3.3%    2.0%    11.1%     6.0%     5.1%  
Industrial/Food                                                                              
Service           6.6%     8.4%    (1.8)%  (6.0)%  (4.0)%  (2.0)%    3.6%     3.8%    (0.2)% 
International     1.4%     8.8%    (7.4)%   8.3%    7.9%    0.4%    14.1%     8.1%     6.0%  
Packaging        28.6%    25.5%     3.1%   32.4%   34.3%   (1.9)%   10.2%     5.2%     5.0%  

Total Food and                                                                               
Packaging         6.1%     7.7%    (1.6)%   3.0%    3.1%   (0.1)%    8.6%     5.5%     3.1%  
Gilroy Energy    (5.7)%   (4.2)%   (1.5)%   4.7%    4.3%    0.4%   (10.8)%  (12.4)%    1.6%  
Total             5.8%     7.7%    (1.9)%   3.0%    3.1%   (0.1)%    7.9%     4.8%     3.1%  

Excluding divested                                                                           
businesses:                                                                                  

Industrial/Food Service                     9.2%   11.2%   (2.0)%    3.6%     3.8%    (0.2)% 
Total Food and Packaging                    8.7%    8.7%    0.0%     8.6%     5.5%     3.1%  


We believe growth opportunities exist in our businesses and have                
outlined the prospects for our various operations below:                        

Our consumer products business operates in a mature market where                
the consumer's primary interest is purchasing products which                    
provide convenience and variety. We have focused our efforts on                 
developing high quality products which meet these needs. There is               
potential to market a number of new value-added products,                       
particularly in the seasoning mix category. Our focus on marketing              
McCormick products in the perimeter and other sections of the store             
will provide additional growth.  We will continue to evaluate niche             
acquisitions which support this effort. Given the current low                   
inflationary environment with modest price increase expectations                
and the mature nature of this market, we expect our consumer                    
business to grow at a rate less than our Corporate objective.                   

Industrial/Food Service sales growth of 6.6% was affected somewhat              
by lower inventories as a result of a smaller onion crop and lower              
yields at our Gilroy Foods unit.  Our Food Service spice and                    
seasoning business continues to supply high quality products to                 
foodservice distributors and wholesale clubs. Our industrial                    
ingredients and flavor business had an outstanding year. As a                   
premier supplier of flavor systems to many of the major global food             
processors, we continue to position ourselves as a partner to our               
customers in the product development area.  The opening of a new                
state-of-the-art technical service center provides complete product             
development capabilities for our customers. We provide our                      
customers with full service from the initial product concept stage              
through flavor development and final manufacturing process setup.               
With our technical resources in flavor systems development, we                  
provide our customers with the ability to differentiate their                   
products in the marketplace.  We believe these capabilities,                    
provided on a global basis, position us for significant growth                  
potential in the future.                                                        

International sales growth continues to be an area of primary                   
importance to the Company.  We are pursuing alternatives to                     
increase our presence in the European consumer spice market. We                 
have also begun to focus more intensely on retail operations in the             
Pacific Rim area. We believe there are significant opportunities to             
expand our retail presence in this area as a number of economies                
continue their rapid development.  Our efforts to expand our                    
industrial capabilities in the international market continued                   
throughout the year.   We anticipate significant growth from this               
area of our business as we support global expansion of our                      
major customers.                                                                

We have continued to expand our capabilities in the specialized                 
packaging niche we serve and believe future growth in our packaging             
business will come from further market penetration. We expect this              
business to grow at a rate near our Company objective.                          

EARNINGS                              

Our objective is to grow earnings per share (EPS) at an average                 
rate of 15% per year over time.  EPS from continuing operations                 
reached $1.22, an increase of 5% over 1992. Total earnings per                  
share for 1993 were $.89 after deducting the one-time charge of                 
$.33 per share due to the adoption of SFAS No. 106 relating to                  
postretirement benefits. Our earnings from continuing operations                
were impacted by three significant factors: first, both gross and               
operating margins were reduced during the first three quarters of               
the year by high onion costs, a result of fewer acres planted and               
lower crop yields of product produced at our Gilroy Foods unit;                 
second, adoption of SFAS No. 106 reduced earnings from continuing               
operations by $.03 per share to reflect the ongoing portion of this             
expense; and third, the higher federal corporate income tax rate                
retroactive to January 1, 1993 reduced earnings by $.03 per share.              
Earnings in 1992 included a $.02 gain on the sale of a divested                 
business. After adjusting each respective year's results for these              
factors, earnings from continuing operations increased 12% on a                 
comparable basis over 1992.Due in part to the high onion costs                  
at our Gilroy Foods unit throughout most of 1993, gross profit                  
margins for the Company declined to 38.7% in 1993 from 39.7% in                 
1992.  The graph on this page displays margins over the past five               
years. With the harvest of the 1993 crop, Gilroy's onion cost will              
return to normal in 1994. Gross profits were also affected by the               
faster growth rate of our industrial/food service and packaging                 
businesses relative to the consumer business. The gross margin of               
these industrial businesses is less than that of the consumer                   
business. Therefore, the mix of our business this year had the                  
impact of reducing overall gross profit margins.  We continued to               
remove costs from our business. The graph on page 1 of this report              
displays the distribution of the sales dollar as compared to                    
previous years. As shown, we continue to make progress in reducing              
our cost of materials as a percent of sales.                                    

Profit from operations increased to 11.6% of sales versus 11.4% in              
1992 and 10.2% in 1991.  As shown by the graph on this page, gross              
profit margin declined while operating profit margin increased.  As             
described, our growing industrial and packaging businesses                      
experience a lower gross margin than our consumer business.                     
However, these businesses require a considerably lower level of                 
selling and promotional expenses.  Therefore, even with a lower                 
overall gross profit rate, our operating profit margin increased as             
we continued our cost containment programs throughout the                       
Corporation.                                                                    

Interest expense increased slightly in 1993 to $31.1 million versus             
$30.9 million in 1992 and $27.5 million in 1991.  This increase was             
primarily due to higher debt levels resulting from acquisitions                 
made in 1993.  The lower interest rates experienced throughout 1993             
helped offset the increased expense from the higher debt levels.                

Other income in 1993 was $2.4 million lower than 1992 because 1992              
included a gain on the sale of an industrial cleaning supply                    
business.                                                                       

The effective tax rate in 1993 was 40.4% versus 38.3% in 1992 and               
37.2% in 1991.  The increased 1993 effective tax rate was due to                
the new federal tax legislation retroactive to January 1, 1993.                 

Unconsolidated income from joint ventures increased to $10.3                    
million, up from $9.9 million in 1992.  Improved results achieved               
by our consumer joint venture in Japan contributed to the increase.             
Joint ventures will play an increasingly important role as we                   
continue to pursue growth opportunities around the world.                       

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Earnings                                                                     

                       1993      1992      1991     1993      1992      1991 
                            (in millions)           (percentage of sales)    
                                                                             

Gross profit           $603.2    $584.0    $541.3   38.7%     39.7%     37.9%
Profit from operations  180.5     167.2     145.5   11.6%     11.4%     10.2%
Income before taxes     149.9     138.3     114.9    9.6%      9.4%      8.1%
Net income before                                                            
accounting change        99.7      95.2      80.9    6.4%      6.5%      5.7%
Net income               73.1      95.2      80.9    4.7%      6.5%      5.7%
Earnings per share before                                                    
accounting change         1.22      1.16       .98                           
Earnings per share         .89   $  1.16   $   .98                           

[At this point, a bar graph depicting gross profit and operating profit         
as a percent of sales over the last five years appears and is represented       
by the following table.]                                                        

PROFIT MARGINS                                                                  
Percent of Sales                                                                

Year               Gross Profit       Operating Profit                          

1989                   35.3               8.2                                   

1990                   36.6               9.6                                   

1991                   37.9               10.2                                  

1992                   39.7               11.4                                  

1993                   38.7               11.6                                  

We remain committed to the achievement of 15% earnings growth on                
average. However, in the near-term, achieving this objective                    
remains a challenge and requires accomplishment of the following:               

*10% sales growth,                                                              
*A four-year cost reduction program targeted to save 10% of cost of             
goods sold. Fiscal 1993's target of saving 3% was achieved.  Some               
of the programs we are using to achieve these savings include the               
following:                                                                      

- Continued cost reductions through our global sourcing program                 
which is expanding and providing incremental savings,                           
- Our Total Quality process which fosters an environment conducive              
to continuous improvements by empowering our employees who strive               
to improve customer service and production processes,                           
- Supply chain management which reduces the cost of operations by               
eliminating any step in the process that does not add value,                    
- Capital spending focused on providing our worldwide manufacturing             
locations with the most efficient production equipment available.               
This emphasis positions us globally as a low-cost producer and                  
enhances our ability to be a supplier to our customers worldwide.               

*Continued operating profit margin improvement despite the impact               
of sales mix,                                                                   
*Increased contributions from our unconsolidated operations as they             
grow at a faster rate.                                                          

We do not believe that current projected rates of inflation will                
have a material effect on our operating results.As described                    
above, during the year the Company adopted SFAS No. 106, Employers              
Accounting for Postretirement Benefits Other than Pensions.  This               
accounting change resulted in a one-time, non-cash charge of $26.6              
million after tax or $.33 per share.  Additionally, this new                    
accounting method resulted in an increase in the ongoing after-tax              
cost of postretirement benefits of $2.2 million or $.03 per share.              

During the year, the Company also adopted SFAS No. 107, Disclosures             
About Fair Value of Financial Instruments, which requires                       
disclosure of the estimated fair value of certain financial                     
instruments. Cash, receivables, short-term borrowings, accounts                 
payable, and accrued liabilities are reflected in the financial                 
statements at fair value because of the short-term maturity of                  
these instruments. Investments, principally in unconsolidated                   
affiliates, are not readily marketable and therefore it is not                  
practicable to estimate their fair value. The fair value of the                 
Company's long-term debt instruments is disclosed in Notes to                   
Financial Statements, Number 3.                                                 

In November 1992, the Financial Accounting Standards Board issued               
Statement of Financial  Accounting Standards No. 112, Employers'                
Accounting for Postemployment Benefits.  This standard requires                 
that employers accrue a liability for their obligation to provide               
postemployment benefits as employees earn the right to receive                  
them, provided that payment of the benefits is probable and the                 
amount of the benefits can be reasonably estimated. The Company has             
not yet determined when this standard will be adopted. The effect               
of this accounting change on the Company's financial statements is              
not expected to be material. The Company must adopt this standard               
no later than in its fiscal year ending November 30, 1995.                      

LIQUIDITY                             

The Company's current ratio was 1.4 at yearend compared to 1.1 and              
1.2 at the end of 1992 and 1991, respectively. The significant                  
improvement was attributable to the Company's refinancing of short-             
term debt under our  $150 million medium-term note program. The                 
Company's current ratio does not represent a complete measure of                
the cash resources available to finance operating requirements. We              
maintain relationships with a number of domestic and foreign banks              
that provide credit facilities of $290 million which increase our               
liquidity. These facilities were not in use at yearend.                         

During 1993, Moody's upgraded the Company's commercial paper rating             
to P-1.  Standard & Poor's reaffirmed the Company's A-1 rating.                 

Reported net income reflects the one-time non-cash charge of $26.6              
million incurred with adoption of SFAS No. 106. Overall, cash flows             
from operations were reduced by approximately $37 million versus                
1992 due to an increase in operating assets. This was primarily a               
result of a return to normal inventory levels at our Gilroy Foods               
subsidiary and increased inventories associated with new product                
introductions by our industrial customers. The accounts receivable              
turnover rate stabilized at 12.9 times versus 12.9 and 13.3 times               
in 1992 and 1991, respectively.  Inventory turnover rate was 3.1                
times in 1993 and 1992, and 3.5 times in 1991.                                  

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Liquidity                                                     

                             1993           1992      1991    
                                       (in millions)          
                                                              

Net income                   $  73.1        $ 95.2    $  80.9 
Accounting change for                                         
postretirement benefits         26.6                          
Depreciation and other                                        
non-cash charges                39.4          31.5       36.8 
Dividends received from                                       
unconsolidated subsidiaries     10.4           5.6        3.2 
Change in operating assets                                    
and liabilities                (68.9)        (15.0)     (46.5)
Cash flow from operations    $  80.6        $117.3    $  74.4 

Current ratio                    1.4           1.1        1.2 

RETURN ON EQUITY                                                                

Return on equity (ROE), calculated by dividing net income from                  
continuing operations by average shareholders' equity,                          
was 22.0% versus 23.3% in 1992 and 21.8% in 1991. After reducing                
net income and equity for the impact of the one-time charge                     
relating to the adoption of SFAS No. 106, total ROE for 1993 was                
17.0%.                                                                          

As described previously, due to high onion costs, higher federal                
corporate income tax rates, and the impact of SFAS No. 106,                     
operating earnings grew at a 5% rate in 1993, a deceleration from               
the earnings growth rate experienced in previous years. The lower               
earnings growth rate was the primary reason for the slight decline              
in our ROE from continuing operations.                                          

Management continues to focus on margins and asset utilization to               
help us maintain our ROE at a level above 20%. Programs that                    
generate margin improvement include the following:                              

*Emphasis on our cost reduction program including continuing                    
benefit from our global sourcing efforts,                                       

*Capital investments in plant and equipment focused on making us a              
low cost producer,                                                              

*Company-wide emphasis on Total Quality to improve performance and              
customer service.                                                               

Improving our asset utilization is also key to increasing our ROE.              
Our efforts in this area include:                                               

*Continual analysis of our worldwide production operations for                  
opportunities to improve efficiencies,                                          
*Making working capital management a significant factor in our                  
incentive compensation program,                                                 
*Constant review of our entire asset base for areas where returns               
are not meeting our objectives.                                                 

CAPITAL STRUCTURE/DEBT FINANCING                              

Our objective is to maintain total debt to total capital at 40% or              
less, excluding non-recourse debt.                                              

Total debt to total capital, excluding non-recourse debt of $59.7               
million associated with Gilroy Energy Company, was 44.3% at yearend             
versus 37.4% in 1992 and 36.4% in 1991.                                         

The 1993 yearend ratio was affected by the adoption of SFAS No. 106             
which created a one-time charge to equity of $26.6 million. On a                
comparable basis to 1992, adding back the one-time charge, debt to              
total capital was 42.9%.  Over the course of 1993, several                      
acquisitions were completed and capital expenditures remained at a              
relatively high level, the primary factors allowing the Company to              
slightly exceed its objective.                                                  

In 1993, the Company's long-term debt rating of A was reaffirmed by             
both major debt rating services. Operating cash flows remain strong             
and should be sufficient to cover capital expenditures and dividend             
payouts in 1994.                                                                

[At this point, a bar graph depicting debt to total capital over                
the last five years appears and is represented by the following                 
table.]                                                                         

DEBT TO TOTAL CAPITAL                                                           
(Excludes non-recourse debt)                                                    

Year    Percent                                                                 

1989    32.6                                                                    

1990    32.9                                                                    

1991    36.4                                                                    

1992    37.4                                                                    

1993    44.3                                                                    

During 1993, the Company negotiated revolving credit facilities                 
aggregating $290 million on favorable terms with a syndicate of                 
domestic and foreign banks. These revolvers replaced credit                     
facilities aggregating $236 million. During 1993, the Company also              
put in place a $150 million medium-term note program for the                    
purpose of refinancing short-term debt. At yearend, $30 million of              
the notes had been issued with a term of 12 years at rates of 5.78%             
to 6.1%.  This credit facility also enabled reclassification of                 
$120 million of commercial paper as long-term debt in 1993.                     

We continue to seek acquisitions throughout the world that fit our              
mission and strategy. Our primary justification for making an                   
acquisition continues to be the timely achievement of an acceptable             
return on investment. When a strategic acquisition of significant               
size occurs which provides the Company with important marketing and             
growth opportunities, management may decide to increase the debt to             
total capital ratio for a period of time. In such an event,                     
management would require plans and programs be in place that                    
provide reasonable assurance the Company would again be operating               
within its capital structure objective.                                         

CAPITAL EXPENDITURES                              

Capital expenditures were $76 million in 1993 versus $79 million in             
1992 and $73 million in 1991.  The majority of our capital spending             
is oriented toward projects that increase efficiency and improve                
yields or expand capacity.  Major capital spending projects in 1993             
included the following:                                                         

*Opened a condiment manufacturing and distribution center in                    
Scotland,                                                                       
*Increased manufacturing capacity and expanded product capabilities             
at Tubed Products,                                                              
*Added spray drying and liquid compounding capacity for our                     
industrial customer base,                                                       
*Expanded production capabilities and capacity of Setco,                        
*Installed an electrical substation and support equipment at                    
Gilroy Foods to reduce utility costs.                                           

We will continue to pursue capital spending projects which will                 
help ensure our position as a low-cost producer. We anticipate that             
capital spending in 1994 will be somewhat lower than the 1993                   
level.                                                                          

[At this point, a bar graph depicting property additions and                    
depreciation over the last five years appears, and is represented               
by the following table.]                                                        

CAPITAL EXPENDITURES                                                            
$ In Millions                                                                   

Year    Property Additions       Depreciation                                   

1989    53                       32                                             

1990    58                       33                                             

1991    73                       37                                             

1992    79                       40                                             

1993    76                       47                                             

DIVIDENDS                             

Dividends have increased 11 times since 1987 and have risen at a                
compounded rate of 23%.  Total dividends paid during fiscal 1993                
were $35.6 million versus $30.4 million in 1992 and $22.4 million               
in 1991.  In December 1992, the Board of Directors authorized an                
increase in the annual dividend rate from $.40 per share to $.44                
per share. The quarterly dividends paid during the past three years             
are summarized below.                                                           

1993           1992           1991          

First Quarter     $.11           $.09           $.065                           
Second Quarter     .11            .09            .065                           
Third Quarter      .11            .10            .075                           
Fourth Quarter     .11            .10            .075                           
Total             $.44           $.38           $.280                           

In December 1993, the Board of Directors approved an increase                   
in the quarterly dividend from $.11 to $.12 per share, a 9%                     
increase.  Our objective is to pay dividends equal to 25%-35% of                
current net income to shareholders of common stocks.                            

PRICE RANGE OF COMMON STOCK                             

The high and low closing prices of common stock during fiscal                   
quarters as reported on the NASDAQ national market follow:                      

1993                1992          
Quarter ended     High      Low       High      Low                             
February 28       $30.25    $24.75    $28.25    $21.25                          
May 31             26.00     22.50     28.00     21.75                          
August 31          24.75     20.50     26.00     20.63                          
November 30        26.25     21.63     28.75     25.25                          

                                                        · Enlarge/Download Table


HISTORICAL FINANCIAL SUMMARY(DOLLARS IN MILLIONS EXCEPT PER-SHARE DATA)                                             

OPERATING RESULTS 1993      1992      1991      1990      1989      1988      1987      1986      1985      1984    
                                                                                                                    

Net sales         1,556.6   1,471.4   1,427.9   1,323.0   1,246.1   1,220.3   1,078.5   975.7     873.0   788.4     
Cost of goods sold  953.4     887.4     886.6     838.2     805.9     812.6     710.2   637.4     564.5   503.1     
Gross profit        603.2     584.0     541.3     484.8     440.2     407.7     368.3   338.3     308.5   285.3     
Selling, general &                                                                                                  
admin. exp.         422.7     416.8     395.8     357.7     338.2     312.9     305.2   271.3     247.9   220.1     
Operating profit    180.5     167.2     145.5     127.1     102.0      94.8      63.1    67.0      60.6    65.2     
Interest & other                                                                                                    
income/exp.         (30.6)    (28.9)    (30.6)    (22.8)    (23.5)    (31.0)    (22.5)  (23.5)    (21.4)  (13.6)    
Income before                                                                                                       
income taxes        149.9     138.3     114.9     104.3      78.5      63.8      40.6    43.5      39.2    51.6     
Provision for income                                                                                                
taxes               (60.5)    (53.0)    (42.8)    (38.6)    (29.5)    (27.8)    (16.6)  (19.4)    (18.1)  (24.8)    
Income consolidated                                                                                                 
ops.                 89.4      85.3      72.1      65.7      49.0      36.0      24.0    24.1      21.1    26.8     
Income unconsolidated                                                                                               
ops.                 10.3       9.9       8.8       3.7       3.5       (.4)       .4      .3        .5      .8     
Income continuing                                                                                                   
ops.                 99.7      95.2      80.9      69.4      52.5      35.6      24.4    24.4     21.6     27.6     
Income discont. real                                                                                                
estate ops.                                                  83.0        .7       6.2     5.3      6.2     27.0     
Accounting changes  (26.6)                                              6.4                                         
Net income           73.1      95.2      80.9      69.4     135.5      42.7      30.6    29.7     27.8     54.6     

Gross profit margin  38.7%     39.7%     37.9%     36.6%     35.3%     33.4%     34.1%   34.7%    35.3%    36.2%    
Operating profit                                                                                                    
margin               11.6%     11.4%     10.2%      9.6%      8.2%      7.8%      5.9%    6.9%     6.9%     8.3%    
Profit margin                                                                                                       
consolidated          5.7%      5.8%      5.1%      5.0%      3.9%      3.0%      2.2%    2.5%     2.4%     3.4%    
Percent change over prior year                                                                                      
Net sales             5.8%      3.0%      7.9%      6.2%      2.1%     13.2%     10.5%   11.8%    10.7%     6.1%    
Income continuing                                                                                                   
ops.                  4.7%     17.7%     16.6%     32.1%     47.5%     45.9%       .0%   13.0%   (21.7)%     .0%    
Effective tax rate   40.4%     38.3%     37.2%     37.0%     37.6%     43.6%     40.9%   44.6%    46.2%    48.1%    

LIQUIDITY                                                                                                           

Depreciation and                                                                                                    
amortization         50.5      43.8      40.5      36.6      34.8      29.8      30.4    24.5     23.5     20.9     
Capital expenditures 76.1      79.3      73.0      58.4      53.4      50.4      81.7    82.9     41.3     31.3     
Current ratio         1.4       1.1       1.2       1.3       1.7       1.4       1.4     1.4      1.3      1.4     

CAPITAL STRUCTURE                                                                                                   

Current debt          82.6    120.5       76.7     30.4      20.3      49.5      76.7     51.9    56.5     44.8     
Long-term debt       288.8    141.3      145.8    148.2     147.2     166.1     139.5    102.2    94.8     96.6     
Non-recourse debt     59.7     61.8       63.3     63.3      63.3      63.3      58.6     24.6                      

Total debt           431.1    323.6      285.8    241.9     230.8     278.9     274.8    178.7   151.3    141.4     
Shareholders' equity 466.8    437.9      389.2    364.4     346.2     294.3     280.6    271.6   261.1    243.7     
Total capital        897.9    761.5      675.0    606.3     577.0     573.2     555.4    450.3   412.4    385.1     
Total assets       1,313.2  1,130.9    1,037.4    946.9     864.5     846.4     776.5    648.1   582.4    542.5     
Return on equity -                                                                                                  
continuing ops.       22.0%    23.3%      21.8%    20.4%     15.5%     14.6%     11.1%    11.9%   11.9%    15.5%    
Return on equity -                                                                                                  
total                 17.0%    23.3%      21.8%    20.4%     40.0%     14.6%     11.3%    11.3%   11.3%    23.2%    
Percent debt to                                                                                                     
total capital         48.0%    42.5%      42.3%    39.9%     40.0%     48.7%     49.5%    39.7%   36.7%    36.7%    
Debt to capital excluding -                                                                                         
non-recourse          44.3%    37.4%      36.4%    32.9%     32.6%     42.3%     43.5%    36.2%   36.7%    36.7%    

PER COMMON SHARE (1)                                                                                                

Income - continuing                                                                                                 
ops.                    1.22    1.16        .98      .83       .60       .38       .26      .25     .22      .28    
Income - discont. real                                                                                              
estate ops.                                                    .94       .01       .06      .06     .06      .27    
Income before accounting                                                                                            
changes                1.22     1.16        .98      .83      1.54       .39       .32      .31     .28      .55    
Accounting changes     (.33)                                             .07                                        

Total earnings          .89     1.16        .98      .83      1.54       .46       .32      .31     .28      .55    

EPS growth from                                                                                                     
continuing ops.           5%     18%         18%      38%       58%       46%        4%      14%    (21)%     0%    
Book value             5.70    5.45        4.88     4.56      4.18      3.27      3.00     2.83    2.68     2.50    
Common dividends                                                                                                    
declared (2)            .45     .40         .31      .24       .19       .14       .13      .11     .11      .14    
Market closing price:                                                                                               
               High   30.25   28.75       22.88    13.38     12.50      7.25      6.44     5.66    4.75     4.27    
               Low    20.50   20.63       11.88     9.13      6.31      3.85      4.10     4.16    3.85     3.57    

Dividend payout                                                                                                     
ratio (3)              36.1%   32.8%       28.6%    28.9%     30.8%     36.5%     38.5%    37.4%   38.6%   25.5%    
Average shares outstanding -                                                                                        
and equivalents(000's)   81,766 81,918   82,396   83,720    87,772    93,068    94,408   96,848   98,000 99,184  (1)


(1) All share data adjusted for 2-for-1 stock splits in January 1992,           
January 1990 and April 1988.                                                    
(2) Includes fourth quarter dividends for the years 1986 and                    
1988-1993, which were declared in December of each of those years.              
(3) Dividend payout ratio does not include gain on sale of                      
discontinued real estate operations, or cumulative effect of                    
accounting changes.                                                             

                                                        · Enlarge/Download Table


CONSOLIDATED INCOME                                                                                       

                                                             Year ended November 30                       
                                                1993                   1992                     1991      

                                                             (in thousands except per-share data)         
                                                                                                          
Net sales                                       $1,556,566             $1,471,369               $1,427,902
Cost of goods sold                                 953,409                887,394                  886,514

Gross profit                                       603,157                583,975                  541,388

Selling, general and administrative expense        422,700                416,788                  395,811

Profit from operations                             180,457                167,187                  145,577

Other income                                         6,397                  8,778                    5,040
Interest expense                                    31,102                 30,895                   27,464
Other expense                                        5,862                  6,757                    8,205

Income before income taxes                         149,890                138,313                  114,948
Provision for income taxes                          60,500                 53,000                   42,800

Income from consolidated operations                 89,390                 85,313                   72,148

Income from unconsolidated operations               10,290                  9,904                    8,776

Net income before cumulative effect                                                                       
on prior years of accounting change                 99,680                 95,217                   80,924

Cumulative effect on prior years of                                                                       
accounting change for postretirement benefits      (26,626)                                               

Net Income                                      $   73,054             $   95,217               $   80,924

Earnings per common share                                                                                 
Before cumulative effect of accounting change        $1.22                  $1.16                     $.98
Cumulative effect on prior years of                                                                       
accounting change                                     (.33)                                               
Earnings per common share                            $ .89                  $1.16                     $.98

See Notes to Financial Statements, pages 26-34.                                                           

Consolidated Balance Sheet            November 30                               

Assets                           1993                1992                       

          (in thousands)
Current assets                                                                  
Cash and cash equivalents  $ 12,838         $   1,806                 
Receivables                                                                     
Trade                         158,904           134,277                   
Other                          18,727            26,348                   
Allowance for losses           (2,530)           (2,651)                  

           175,101           157,974

Inventories                                                                     
Finished products and                                                           
work-in-process                  215,538           186,547                      
Raw materials and supplies       105,713            95,635                      

           321,251           282,182

Prepaid expenses                  17,960            19,748                      
Deferred income taxes             13,003             6,382                      
Total current assets             540,153           468,092                      

Investments                       45,728            41,526                      

Property, plant and equipment                                                   
Land and improvements             28,566            27,199                      
Buildings and improvements       199,621           166,362                      
Machinery and equipment          494,143           433,040                      
Construction in progress          32,492            43,370                      

            754,822            669,971
Less accumulated depreciation and                                               
amortization                     289,212            251,450                     
Property, plant and                                                             
equipment - net                  465,610            418,521                     

Excess cost of acquisitions-net  130,638             87,619                     

Prepaid allowances               126,399            110,792                     
Other assets                       4,706              4,327                     
Goodwill, trademarks, formulae, etc.   1                  1                     
Human  relations                       1                  1                     

         $1,313,236         $1,130,879

See Notes to Financial Statements, pages 26-34.                                 

       November 30
Liabilities and Shareholders'                                                   
Equity                      1993                1992                            
(in thousands)
Current liabilities                                                             
Notes payable          $   76,389          $   111,557                          
Current portion of                                                              
long-term debt              8,299               10,916                          
Outstanding checks         25,401               24,149                          
Trade accounts payable    113,884              108,537                          
Accrued payroll            29,781               31,665                          
Accrued sales allowances    31,240              26,882                          
Other accrued expenses                                                          
and liabilities            90,980               88,057                          
Income taxes               16,893               17,803                          

Total current liabilities   392,867            419,566                          

Long-term debt            346,436              201,080                          

Deferred income taxes      39,006               58,219                          

Employee benefit                                                                
liabilities                63,875               10,412                          

Other liabilities           4,231                3,664                          
Total liabilities         846,415              692,941                          

Shareholders' equity                                                            
Common Stock, no par value;                                                     
authorized 160,000,000                                                          
shares; issued and                                                              
outstanding: 1993 -                                                             
14,562,000 shares, 1992                                                         
- 14,357,000 shares        53,470               42,294                          

Common Stock Non-Voting,                                                        
no par value;                                                                   
authorized 160,000,000                                                          
shares; issued and                                                              
outstanding: 1993 -                                                             
66,437,000  shares,                                                             
1992-65,951,000 shares     93,047               80,449                          
Retained earnings         330,327              318,711                          
Foreign currency                                                                
translation adjustments   (10,023)              (3,516)                         
Total shareholders'                                                             
equity                    466,821              437,938                          

Commitments and contingent                                                      
liabilities            $1,313,236           $1,130,879                          

See Notes to Financial Statements, pages 26-34.                                 

                                                        · Enlarge/Download Table


CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY                                                          

                                 Common              Retained            Currency Translation           
CHANGES IN AMOUNTS               Stocks              Earnings                 Adjustments      Total    
                                                (in thousands except per-share data)                    
                                                                                                        
Balance, December 1, 1990        $  75,316           $274,357                 $  14,694        $364,367 
Net income                                             80,924                                    80,924 
Dividends declared ($.28/share)                       (22,435)                                  (22,435)
Currency translation adjustments                                                  (6,320)        (6,320)
Shares purchased                    (5,417)           (52,274)                                  (57,691)
Shares issued                       30,358                                                       30,358 
Balance, November 30, 1991         100,257             280,572                     8,374        389,203 

Net income                                              95,217                                   95,217 
Dividends declared ($.38/share)                        (30,435)                                 (30,435)
Currency translation adjustments                                                 (11,890)       (11,890)
Shares purchased                    (4,633)            (26,643)                                 (31,276)
Shares issued                       27,119                                                       27,119 
Balance, November 30, 1992         122,743             318,711                    (3,516)       437,938 

Net income                                              73,054                                   73,054 
Dividends declared ($.44/share)                        (35,553)                                 (35,553)
Currency translation adjustments                                                  (6,507)        (6,507)
Other adjustments                                       (3,066)                                  (3,066)
Shares purchased                    (3,580)            (22,819)                                 (26,399)
Shares issued                       27,354                                                       27,354 
Balance, November 30, 1993        $146,517            $330,327                  $(10,023)      $466,821 


CHANGES IN SHARES ISSUED AND OUTSTANDING                                        

  Common              Common
                          Non-Voting
(in thousands)

Balance, November 30, 1990  14,444              65,422                          
Purchased and retired         (624)             (2,498)                         
Issued                       1,087               1,851                          
Equal exchange                (466)                466                          
Balance, November 30, 1991  14,441              65,241                          

Purchased and retired         (393)               (861)                         
Issued                       1,073                 807                          
Equal exchange                (764)                764                          
Balance, November 30, 1992  14,357              65,951                          

Purchased and retired         (286)               (676)                         
Issued                         791                 862                          
Equal exchange                (300)                300                          
Balance, November 30, 1993  14,562              66,437                          

See Notes to Financial Statements, pages 26-34.                                 

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CONSOLIDATED CASH FLOWS                                                                               

                                                               Year ended November 30                 
                                                          1993                1992         1991       

                                                                         (in thousands)               
                                                                                                      
Cash flows from operating activities                                                                  

Net income                                                $   73,054          $  95,217    $ 80,924   
Adjustments to reconcile net income to                                                                
net cash providedby operating activities                                                              
Cumulative effect of accounting change                        26,626                                  
Depreciation and amortization                                 50,522             43,839       40,476  
Provision for deferred income taxes                           (1,077)              (706)       6,062  
Loss/(gain) on sales of assets                                   201             (1,779)        (940) 
Share of income from unconsolidated operations               (10,290)            (9,904)      (8,776) 
Changes in operating assets and liabilities                                                           
net of effectsfrom businesses acquired or                                                             
sold                                                                                                  
   Receivables (increase)/decrease                           (26,293)              1,446      (7,537) 
   Inventories (increase)                                    (34,089)            (14,795)    (33,049) 
   Prepaid expenses (increase)/decrease                        1,719                 (64)        (71) 
   Prepaid allowances (increase)                             (15,763)             (8,577)    (20,672) 
   Other assets (increase)/decrease                             (393)                209        (182) 
   Outstanding checks increase/(decrease)                      1,252             (10,068)      2,335  
   Accounts payable increase                                   7,117              15,408       1,266  
   Accrued payroll increase/(decrease)                        (1,884)              2,276       2,291  
   Accrued sales allowances increase/(decrease)                4,358              (1,378)       (582) 
   Other accrued exp. and liabilities increase/(decrease)     (4,070)            (10,319)     13,421  
   Income taxes payable increase/(decrease)                   (6,185)              5,065      (6,284) 
   Other non-current liabilities increase                      5,379               5,820       2,526  
Dividend received from unconsolidated affiliate               10,391               5,635       3,182  
Net cash provided by operating activities                     80,575             117,325      74,390  

Cash flows from investing activities                                                                  
Acquisitions of businesses                                   (75,915)            (43,703)       (246) 
Purchases of property, plant and equipment                   (76,063)            (79,345)    (72,978) 
Proceeds from sale of assets                                   1,461               5,726      14,583  
Proceeds from forward exchange contract                        9,288                                  
Other investments                                             (3,823)             (3,965)     (2,861) 
   Net cash (used in) investing activities                  (145,052)           (121,287)    (61,502) 

Cash flows from financing activities                                                                  
Notes payable increase                                        85,159              69,075      18,259  
Long-term debt                                                                                        
   Borrowings                                                 38,535               4,714       76,873 
   Repayments                                                (10,002)            (34,954)     (51,476)
Stocks                                                                                                
Issued                                                        27,354              27,077       24,858 
Acquired by purchase                                         (26,399)            (31,276)     (57,691)

Dividends paid                                               (35,551)            (30,431)     (22,433)
Net cash provided by/(used in) financing activities           79,096               4,205      (11,610)

Effect of exchange rate changes on cash and cash equivalents  (3,587)             (4,461)        (601)
Increase/(decrease) in cash and cash equivalents              11,032              (4,218)         677 
Cash and cash equivalents at beginning of year                 1,806               6,024        5,347 
Cash and cash equivalents at end of year                  $   12,838          $    1,806    $   6,024 

See Notes to Financial Statements, pages 26-34.                                                       

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(dollars in thousands except per-share data)                                    

1. Summary of Accounting Policies:                                              

Consolidation                                                                   

The financial statements include all majority-owned                   
subsidiaries. Subsidiaries outside the United States and Canada are             
consolidated using an October 31 yearend.                                       

Cash and Cash Equivalents                                                       

The Company considers all highly liquid investments purchased         
with an original maturity date of three months or less to be cash               
equivalents.                                                                    

The Company's central cash management system is designed to             
maintain zero balances at certain banks.  Accounting records                    
classify checks written but not presented to these banks as                     
outstanding checks.                                                             

Inventories                                                                     

Inventories are stated at the lower of cost (first-in, first-         
out) or market.                                                                 

Prepaid Allowances                                                              

The Company incurs costs in connection with certain contracts         
which extend beyond a one-year period.  These costs are deferred                
and amortized over the life of the contracts.                                   

Investments                                                                     

Investments in the Company's unconsolidated affiliates are            
carried on the equity basis; other investments are stated at                    
cost.                                                                           

The excess cost of acquisition of subsidiaries and affiliates         
is being amortized using the straight-line method principally over              
40 years.  Accumulated amortization of excess cost of acquisitions              
was $23,994 at November 30, 1993 and $19,936 at November 30, 1992.              

Property, Plant and Equipment                                                   

Property, plant and equipment is stated on the basis of               
historical cost.  Depreciation is computed using principally the                
straight-line method.  Depreciation expense was $46,702 in 1993;                
$40,033 in 1992 and $37,046 in 1991.                                            

Upon sale or retirement of property, plant and equipment,             
related costs and accumulated depreciation are removed from the                 
accounts and any resulting gain or loss is reflected in other                   
income or other expense, respectively.                                          

Capitalized leased assets and leasehold improvements are              
amortized over the shorter of their estimated life or the period of             
the related leases.                                                             

Revenue Recognition                                                             

Sales revenue is recorded and recognized as products are              
shipped and services are rendered.                                              

Income Taxes                                                                    

The Company provides for income taxes using the liability             
method pursuant to Statement of Financial Accounting Standards                  
(SFAS) No. 109, Accounting for Income Taxes. Deferred income taxes              
are provided for temporary differences arising between the tax                  
basis of assets and liabilities and their book basis as reported in             
the financial statements.                                                       

Research and Development                                                        

Research and development costs are charged to operations as           
incurred.  Such costs were $12,259 in 1993; $11,844 in 1992 and                 
$11,438 in 1991.                                                                

Earnings Per Share                                                              

Earnings per common share have been computed by dividing net          
income by the weighted average number of common shares outstanding              
during the period (80,799,000 shares in 1993; 80,116,000 shares in              
1992 and 80,030,000 shares in 1991), plus dilutive common                       
equivalent shares applicable to outstanding stock option and                    
purchase plans (967,000 shares in 1993; 1,802,000 shares in 1992                
and 2,366,000 shares in 1991).                                                  

Credit Risk                                                                     

Financial instruments which potentially subject the Company to        
concentrations of credit risk consist primarily of trade accounts               
receivable.  Because the Company has a large and diverse customer               
base with no single customer accounting for a significant                       
percentage of trade accounts receivable, there was no material                  
concentration of credit risk at November 30, 1993.                              

Accounting Change                                                               

In November 1993, the Company decided to adopt SFAS No. 106,          
Employers Accounting for Postretirement Benefits Other than                     
Pensions effective as of December 1, 1992. This accounting                      
standard requires the expected cost of postretirement benefits be               
accrued during the years that employees render services. Prior to               
1993, the Company recognized   these expenses based on claims                   
paid.                                                                           

The Company is immediately recognizing a transition  obligation                 
which is based on the aggregate amount that would have been                     
recorded in prior years had the new standard been in effect for                 
those years, as a one-time charge to 1993 income of $26.6 million               
or $.33 per share, net of approximately $17.2 million of income tax             
benefit. The incremental change to 1993 net income by applying SFAS             
106 rather than the previous accounting method was $2.2 million net             
of income tax benefit, or $.03 per share.                                       

Results for the first three quarters of 1993 have been restated to              
reflect this change. Prior year financial statements have not been              
restated (see Note 11).                                                         

Fair Value of Financial Instruments                                             

SFAS No. 107 Disclosures About Fair Value of Financial                
Instruments requires disclosure of the estimated fair value of                  
certain financial instruments. Cash, receivables, short-term                    
borrowings, accounts payable, and accrued liabilities are reflected             
in the financial statements at fair value because of the short-term             
maturity of these instruments. Investments, principally in                      
unconsolidated affiliates, are not readily marketable and therefore             
it is not practicable to estimate their fair value. The fair value              
of thnme Company's long-term debt instruments is disclosed in Note              
3.                                                                              

2.  Investments:                                                                

The Company owns from 21.9% to 50% of its unconsolidated food         
products affiliates.  Although the Company reports its share of                 
earnings from the affiliates, their financial statements are not                
consolidated with those of the Company.  The Company's share of                 
undistributed earnings of the affiliates was $17,200 at November                
30, 1993.                                                                       

Summarized yearend information from the financial statements          
of these companies representing 100% of their businesses follows:               

                                                                · Download Table

                                  UNCONSOLIDATED AFFILIATES          
                         1993              1992              1991    
                                                                     
Current assets           $136,713          $120,410          $ 94,508
Non-current assets         68,974            57,611            46,303
Current liabilities        87,512            80,748            77,517
Non-current liabilities    35,138            26,566            16,798
Net sales                 309,527           268,182           218,564
Gross profit              122,515           110,001            91,042
Net income               $ 20,557          $ 19,756          $ 18,140


3. Financing Arrangements and Long-Term Debt:                                   

At November 30, 1990, the Company had committed credit                
facilities with domestic and foreign banks in aggregate of                      
$256,000.  The Company maintains these credit facilities largely to             
assure liquidity and support commercial paper issuance.  There were             
no borrowings outstanding against these facilities at November 30,              
1990.  The Company is required to pay a commitment fee on the                   
unused portion of these facilities.                                             

The Company has short-term lending arrangements for the               
benefit of its foreign subsidiaries which provide for lines of                  
credit aggregating $33,000.  Borrowings under these agreements                  
totaled $4,700.  The Company also has informal money market rate                
borrowing agreements with its domestic and foreign banks in excess              
of $100,000, subject to availability of funds; compensation is not              
required.  Short-term borrowings under these arrangements totaled               
$3,600 at November 30, 1990.                                                    

The Company's long-term debt at November 30 consisted of the            
following:                                                                      

                1993              1992

8.95% note due 2001               $  74,279         $  74,215                   
9.00% installment note due 2001      15,909            20,455                   
9.75% installment note due 2003      31,500            35,000                   
5.78% - 6.10% notes due 2005         30,000                                     
10.00% Bond due 1999                  7,489                                     
Commercial paper notes supported                                                
by note agreements                120,000                                   
Industrial revenue bonds              7,054             9,664                   
Other                                 2,617             2,007                   
                 288,848           201,080
11.68% non-recourse installment                                                 
note due 2006                     57,588            59,739                
Total                              $346,436          $260,819                   

The installment note agreements require sinking fund payments.        
The Company's long-term debt agreements contain various restrictive             
covenants including payment of cash dividends. Under the most                   
restrictive covenant, $239,282 of retained earnings was available               
for dividends at November 30, 1993.                                             

In August 1993, the Company filed a shelf registration to             
establish a medium-term note program in the amount of $150,000.                 
This program will allow the Company to issue notes in various                   
maturities ranging from 9 months to 30 years. At November 30, 1993,             
the Company had issued $30,000 of notes with maturities of 12 years             
and an average coupon of 5.95%.                                                 

Certain commercial paper notes have been classified as                
long-term debt, reflecting the Company's ability and intention to               
refinance this amount on a long-term basis through existing credit              
facilities.                                                                     

Industrial revenue bonds are payable in installments from 1993        
to 2002 with interest rates ranging from 3.48% to 7.63%.                        
The non-recourse installment note is secured by property and          
equipment owned by Gilroy Energy Company, Inc. with   a net book                
value of $65,745.                                                               

Maturities of long-term debt during the four years                    
subsequent to November 30, 1994 are as follows:                                 

1995     -  $10,110                 1997     -  $9,910        
1996     -  $ 8,705                 1998     -  $9,114        

The estimated fair value of long-term debt at November 30,            
1993, using discounted cash flow analysis based on the Company's                
current incremental borrowing rate for debt of similar remaining                
maturities was $378,701. This amount excludes $8,299 current                    
portion of long-term debt which in considered to be at fair value.              

The Company enters into forward exchange contracts to hedge           
the impact of foreign currency fluctuations on its net investments              
in certain foreign subsidiaries. At November 30, 1993, the Company              
had outstanding $29,838 of forward exchange contracts with                      
commercial banks expiring in 1994. The gains or losses on these                 
contracts are included in the foreign currency translation                      
adjustments account within shareholders' equity. The fair value of              
these contracts using market prices for comparable instruments was              
$29,700.                                                                        

Interest paid in 1993, 1992 and 1991 was $31,739, $32,243 and         
$25,233 respectively, of which $73, $127 and $741 was capitalized               
in 1993, 1992 and 1991 respectively.                                            

4. Employee Benefit Plans:                                                      

Pension Plans                                                             
The Company has two non-contributory defined benefit pension              
plans, one covering substantially all domestic employees other than             
those covered under union-sponsored multi-employer plans, and                   
another to provide supplemental retirement benefits for certain                 
officers. Plan benefits are generally based on the employee's years             
of service and compensation during the last five years of                       
employment. At November 30, 1993, Company employees numbering                   
approximately 4,466 were eligible to participate, and were                      
participants in the Plans. The Company's funding policy is to                   
comply with federal laws and regulations and to provide the                     
principal plan with assets sufficient to meet future benefit                    
payments. The Company contributed $13,370 to its principal plan in              
1993. The Plans' assets consist primarily of short-term money                   
market investments, fixed income investments and equity securities,             
which included 149,742 shares of Company stocks at November 30,                 
1993.                                                                           
A summary of the components of pension cost for the defined   
benefit plans and the total costs charged to pension expense                    
follows:                                                                        

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                                                                 1993      1992      1991   
                                                                                            
Defined benefit plans                                                                       
     Service cost - benefits earned during the period          $ 6,137   $ 4,912   $  4,401 
     Interest cost on projected benefit obligations              9,272     8,741      8,069 
Actual return on plan assets including unrealized (gain)/loss   (7,070)   (7,238)   (11,383)
Net amortization and deferral                                      852       700      4,685 
Net pension cost                                                 9,191     7,115      5,772 
Multi-employer pension plans                                     1,591     1,477      1,488 
Foreign retirement plans                                         1,907     1,988      1,900 
Total pension expense                                          $12,689   $10,580    $ 9,160 

The following table sets forth the defined benefit plans' funded                
status, amounts recognized in the Company's Consolidated Balance                
Sheet and significant assumptions as of September 30:                           

            1993              1992

Funded status                                                                   
Actuarial present value of benefit                                              
obligation Vested                  $108,071       $   95,669                    
Non-vested                            4,177            3,309                    
Accumulated benefit obligation      112,248 (a)   $   98,978  (c)               

Balance sheet recognition                                                       
Projected benefit obligation                                                    
for service rendered to date       (144,209)       $(125,114)                   
Plan assets at fair value           103,207 (b)       87,261 (d)                
Projected benefit obligation                                                    
in excess of plan assets            (41,002)         (37,853)                   
Unrecognized net loss from past                                                 
experience different from that                                                  
assumed and effects of changes                                                  
in assumptions                       39,512           28,876                    
Unrecognized net transition                                                     
asset and prior service cost         (3,529)          (4,222)                   
Accrued pension cost recognized                                                 
in Consolidated Balance Sheet        (5,019)      $  (13,199)                   

Significant assumptions                                                         
Weighted-average discount rate          7.0%             7.5%                   
Rate of increase in compensation                                                
levels                                  5.0%             5.0%                   
Long-term rate of return on                                                     
plan assets                            10.5%            10.5%                   

                    Principal       Supplemental
                  Plan              Plan
(a) Accumulated benefit                                                         
obligation - 1993                $98,562           $13,686              
(b) Plan assets at fair                                                         
value - 1993                     $94,233           $ 8,974              
(c) Accumulated benefit                                                         
obligation - 1992                $88,290           $10,688              
(d) Plan assets at                                                              
fair value - 1992                $82,372           $  4,889             

Profit Sharing Plan                                                             

The Company makes contributions to the McCormick Profit               
Sharing Plan in accordance with the Plan's provisions.                          
Contributions were $6,500 in 1993; $5,700 in 1992 and                           
$4,900 in 1991. At November 30, 1993, Company employees numbering               
approximately 5092 were eligible to participate, and were                       
participants in the Plan.                                                       

Postretirement Benefits                                                         

The Company provides health care and life insurance benefits          
to eligible retirees having at least 10 years of service. Health                
care benefits are also extended to eligible dependents of retirees              
as long as the retiree remains covered. Medical benefits are                    
contributory based on the retiree's age and service at retirement               
and require other cost-sharing features such as deductibles and                 
coinsurance. Life insurance protection is non-contributory. These               
benefit plans are not funded. The Company pays for claims as                    
incurred. Amounts paid were $1,819 in 1993; $2,360 in 1992 and                  
$1,262 in 1991.                                                                 

SFAS No. 106 requires companies to accrue the cost of                 
postretirement benefits during the years that employees render                  
service. As discussed in Note 1, the Company adopted SFAS No. 106,              
effective December 1, 1992 and recorded a one-time charge of $26.6              
million net of deferred income tax benefits for accumulated                     
postretirement benefits. In addition to this one-time charge, the               
Company's postretirement benefit expense for 1993 increased                     
approximately $3.6 million due to SFAS No. 106. The  net periodic               
cost for postretirement health care and life insurance benefits                 
during 1993 includes the  following:                                            

Service cost                                 $1,947                             
Interest cost                                 3,333                             
Net postretirement benefit cost              $5,280                             

The accumulated postretirement benefit obligation (APBO) which        
is classified with Employee benefit liabilities on the Consolidated             
Balance Sheet, included the following at November 30, 1993:                     

Current retirees                             $18,357                            
Fully eligible active plan participants       10,725                            
Other active plan participants                18,377                            
Accrued Postretirement benefit liability     $47,459                            

The weighted-average annual rate in increase in the per capita        
cost of covered benefits (i.e., health care trend rate) assumed for             
the medical plan is 13% for 1994 and is assumed to gradullay                    
decrease to 6% in 2006 and remain at that level thereafter.                     
Increasing the assumed health care cost trend rate by one                       
percentage point in each year would increase the accumulated                    
postretirement benefit obligation at November 30, 1993, by $6,100,              
and the aggregate of the service and interest cost components of                
net periodic postretirement benefit cost for 1993 by $800.                      

The weighted-average discount rate used in determining the            
accumulated postretirement benefit obligation at November 30, 1993,             
was 7.75%.                                                                      

Postemployment Benefits                                                         

In November 1992, the Financial Accounting Standards Board            
issued SFAS No. 112, Employers' Accounting for Postemployment                   
Benefits.  This standard requires that employers accrue a liability             
for their obligation to provide postemployment benefits as                      
employees earn the right to receive them, provided that payment of              
the benefits is probable and the amount of the benefits can be                  
reasonably estimated. The Company has not yet determined when the               
Standard will be adopted. The effect of this accounting change on               
the Company's financial statement is not expected to be material.               
The Company must adopt this standard no later than in its fiscal                
year ending November 30, 1995.                                                  

Stock Option Plans                                                              

Under the 1984 and 1990 Stock Option Plans, options to                
purchase shares of the Company's common stocks have been or may be              
granted to employees of the Company and its subsidiaries at the                 
fair market value on the date granted. Approximately 398 employees              
of the Company were granted options under the Company's option                  
plans during the fiscal year ended November 30, 1993.  At November              
30, 1993, the average exercise price for outstanding options was                
$15.50 per share and the expiration dates ranged from February 19,              
1994 to March 16, 2003.                                                         

The Company also has an Employees Stock Purchase Plan in which        
the purchase price is the lower of fair market value at the date                
granted or exercised. There were subscriptions for 555,657 shares               
under the Plan at November 30, 1993, at a purchase price of $22.63              
per share or the closing price on the date of exercise, whichever               
price is less. At November 30, 1993, Company employees numbering                
4,254 were participants in the 1993 Employees Stock Purchase Plan.              

Changes in outstanding stock options during the year were:            

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                                              Common          Price Range     
                               Common        Non-Voting        Per Share      

                                       (shares in thousands)                  
                                                                              
Outstanding December 1, 1992   1,436            1,935          $3.55 - $26.00 
         Granted                 192              784          $22.63         
         Exercised              (413)            (830)         $3.55 - $22.63 
         Cancelled or expired     (7)             (73)         $18.00 - $26.00
Outstanding November 30, 1993  1,208            1,816          $4.41 - $26.00 

Under all plans, there were 4,205,919 shares reserved for future                
grants and 2,406,408 shares exercisable as of November 30, 1993                 

5. Income Taxes:                                                                

For financial reporting purposes, income before income taxes                    
includes the following components:                                              

                                                                · Download Table


                                                      1993        1992       1991   
Pretax income:                                                                      
         Domestic                                   $132,450    $125,249   $100,017 
         Foreign                                      17,440      13,064     14,931 
                                                     149,890    $138,313   $114,948 

Significant components of the income tax provision follows:                         
Current:                                                                            
         Federal                                    $ 44,878   $  40,298   $ 25,640 
         Foreign                                       7,577       5,122      6,146 
         State                                         9,122       8,286      4,952 
Total current                                         61,577      53,706     36,738 

Deferred:                                                                           
         Federal                                        (968)       (718)     5,091 
         Foreign                                         121          32        (36)
         State                                          (230)        (20)     1,007 
         Total deferred                               (1,077)       (706)     6,062 
                                                    $ 60,500   $  53,000   $ 42,800 

Tax expense allocated directly to contributed capital relating        
to employee stock options was $2,304 in 1993; $4,116 in 1992, and               
$2,583 in 1991. Tax expense allocated directly to contributed                   
capital relating to translation adjustments was $(3,291) in 1993                
and $(2,834) in 1992.                                                           

The significant components of the deferred income tax assets and                
(liability) follow:                                                             

                                                        · Enlarge/Download Table

                                                                        1993        1992   
Current deferred income tax assets:                                                        
         Inventory capitalization                                    $   5,041   $  4,661  
         Casualty insurance                                              3,540             
         State income tax                                                2,261      1,938  
         Coupon expense                                                  1,852      1,783  
    Other                                                                4,568      3,653  
                  Total current deferred income tax assets              17,262     12,035  
Current deferred income tax liabilities:                                                   
         Prepaid insurance                                              (1,807)            
                                                    (1,807)                                
         Employee benefits                                                (875)    (4,234) 
         Other                                                          (1,577)    (1,419) 
                  Total current deferred income tax liabilities         (4,259)    (5,653) 
         Total net current deferred income tax asset                 $  13,003   $  6,382  
Noncurrent deferred income tax assets:                                                     
         Employee benefits                                           $  25,350   $  4,182  
         Other                                                           4,827      7,119  
                  Total noncurrent deferred income tax assets           30,177     11,301  
Noncurrent deferred income tax liabilities:                                                
         Tax over book depreciation                                    (53,214)   (51,360) 
         Property exchange                                              (7,440)   (10,184) 
         Other                                                          (8,529)    (7,976) 
                  Total noncurrent deferred income tax liabilities     (69,183)   (69,520) 
Total net noncurrent deferred income tax liability                   $ (39,006)   $(58,219)

  No valuation allowance is provided for deferred income tax assets.                       


Income tax expense varies from the amount computed by applying        
the statutory federal income tax rate to income before income taxes             
as follows:                                                                     

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                                                   1993    1992  1991 
                                                                      
Federal statutory tax rate                         35.0%  34.0%  34.0%
State income taxes, net of federal tax benefits     3.8    4.0    3.7 
Foreign taxes in excess of federal statutory rate   1.1     .5     .9 
Rehabilitation investment and other tax credits     (.8)   (.6)   (.4)
Federal tax rate change effect on deferred taxes     .8               
Other items                                          .5     .4   (1.0)
Actual income tax rate                             40.4%  38.3%  37.2%


Income taxes are provided at rates applicable in the countries        
in which the income is earned. Provision for United States income               
taxes is not made for unremitted earnings of foreign subsidiaries               
and affiliates as those earnings are considered to be indefinitely              
reinvested. Upon distribution, these earnings would be subject to               
both U.S. income taxes (subject to an adjustment for foreign tax                
credits) and withholding taxes payable to the various foreign                   
countries. Determination of the unrecognized deferred tax                       
liability for temporary differences related to investments in                   
foreign subsidiaries and foreign corporate joint ventures at                    
November 30, 1993 and November 30, 1992 is not practicable.                     
Unremitted earnings of such entities were $54,457 at November 30,               
1993.                                                                           

Income taxes paid in 1993; 1992 and 1991 were $66,143; $46,521          
and $41,391 respectively.                                                       

6. Capital Stocks:                                                              

Holders of Common Stock have full voting rights except that           
(1) the voting rights of persons who are deemed to own beneficially             
10% or more of the outstanding shares of voting Common Stock are                
limited to 10% of the votes entitled to be cast by all holders of               
shares of Common Stock regardless of how many shares in excess of               
10% are held by such person; (2) the Company has the right to                   
redeem any or all shares of stock owned by such person unless such              
person acquires more than 90% of the outstanding shares of each                 
class of the Company's Common Stock; and (3) at such time as such               
person controls more than 50% of the votes entitled to be cast by               
the holders of outstanding shares of voting Common Stock,                       
automatically, on a share-for-share basis, all shares of Common                 
Stock Non-Voting will convert into shares of Common Stock.                      
Holders of Common Stock Non-Voting are entitled to vote on reverse              
mergers and statutory share exchanges where the capital stock of the            
Company is converted into other securities or property, dissolution             
of the Company and the sale of substantially all of the assets of               
the Company, as well as forward mergers and consolidation of the                
Company. Holders of Common Stock Non-Voting will vote as a separate             
class on all matters on which the holders of Common Stock Non-                  
Voting are entitled to vote.                                                    

7. Foreign Currency Translation:                                                

The Company has included in net income all foreign exchange           
gains and losses arising from foreign currency transactions and the             
effects of foreign exchange rate fluctuations on subsidiaries and               
affiliates operating in highly inflationary economies. The                      
aggregate foreign exchange losses included in other expenses and                
gains included in other income were $151 loss in 1993; $146 gain in             
1992 and $100 gain in 1991.                                                     

Effects of foreign exchange rate fluctuations for other               
foreign Company operations are included in the foreign currency                 
translation adjustments account within shareholders equity. The                 
change in the amount of this account at November 30, 1993 as                    
compared to November 30, 1992, is primarily due to differences in               
the exchange rate for both the British pound sterling and the                   
Canadian dollar on those dates.                                                 

8. Leases:                                                                      

Rental expense was $12,416 in 1993;  $11,772 in 1992 and              
$13,015 in 1991. Future annual fixed rental payments required                   
during the fiscal years 1994 through 1998, for noncancelable                    
operating leases are $9,067; $7,515; $5,889; $4,354, and $3,484                 
respectively. The remaining obligation after 1998 is $13,658.                   

9. Acquisitions:                                                                

In December 1992, the Company acquired the consumer products          
business of Golden Dipt (a division of DCA Food Industries), and a              
foil package line of consumer products from Prepared Products                   
Company. Also, the Company's wholly owned subsidiary, Gilroy Foods,             
Inc., acquired an 80% interest in National Dehydration Company of               
Giza, Egypt. In March 1993, the Company's wholly owned subsidiary,              
Setco, Inc., acquired the assets of Admiral Plastics in New York;               
Gilroy Foods, Inc. acquired the fresh and dehydrated onion and                  
garlic operations of Haas Foods, Inc., and the Company acquired                 
Produce Partners, a line of consumer products. In September 1993,               
Gilroy Foods, Inc. acquired the assets and dehydrated vegetable                 
business of Cade Grayson Company.                                               

The assets and liabilities acquired in these transactions have        
been recorded using the purchase method of accounting at their                  
estimated fair values at the date of acquisition. The aggregate                 
purchase price of all acquisitions was $75,915, including $48,548               
of excess cost which is being amortized over 40 years. The                      
accompanying financial statements include the results of operations             
of these businesses from the date of acquisition. While these                   
acquistions are expected to contribute positively to the Company's              
future sales and earnings, they are not material in relation to the             
Company's consolidated financial statements for 1993, and                       
therefore, proforma financial information has not been presented.               

10. Business Segment:                                                           

The Company operates in one segment, specialty foods, which           
consists principally of manufacturing, marketing and distributing               
seasonings, flavorings and food products. It also includes the                  
plastic packaging group. The following presents information about               
operations in different geographic areas:                                       

                                                                · Download Table


                                   North                   Other               
                                   America      Europe     Countries    Total  
                                                                               

1993                                                                           
Net sales                     $1,315,848    $201,178     $39,540     $1,556,566
Net income before accounting                                                   
change for postretirement                                                      
benefits                          93,353       5,552         775         99,680
Assets                         1,157,923     135,574      19,739      1,313,236
Liabilities                      768,386      69,381       8,648        846,415

1992                                                                           
Net sales                    $1,233,590     $201,025      36,754      1,471,369
Net income                       91,261        2,671       1,285         95,217
Assets                          986,186      126,429      18,264      1,130,879
Liabilities                     620,942       64,859       7,140        692,941

1991                                                                           
Net sales                   $1,220,006      $175,068     $32,828     $1,427,902
Net income                      77,053         2,511       1,360         80,924
Assets                         910,409       111,019      15,978      1,037,046
Liabilities                    569,381        72,023       6,799        648,203

11. Quarterly Data (Unaudited):                                                 

                                                        · Enlarge/Download Table
                                               1993 Quarters                                                                    

                                        1st         2nd       3rd       4th       Year                                          
                                                                                                                                
Net sales                             $339,585   $361,300  $394,928   $460,753  $1,556,566                                      
Gross profit                           122,902    132,427   155,226    192,602     603,157                                      
Income before cumulative effect                                                                                                 
of accounting change                    17,264(a)  17,536(b) 24,367(c)  40,513(d)   99,680                                      
Cumulative effect of accounting                                                                                                 
change for postretirement benefits     (26,626)                                    (26,626)                                     
Net income (loss)                       (9,362)(a) 17,536(b) 24,367(c)  40,513(d)   73,054                                      
Earnings per common share before                                                                                                
cumulative effect of accounting change     .21 (a)    .21(b)    .30(c)     .50(d)    1.22                                       
Cumulative effect of accounting change                                                                                          
for postretirement benefits               (.33)                                       (.33)                                     
Earnings (loss) per common share         $(.12)(a)   $.21(b)    .30(c)      .50(d)    $.89                                      

(a)      Reflects $557 or $.01 per share reduction due to accounting change for postretirement benefits. As originally reported,
net income was $17,821 or $.22 per share.                                                                                       
(b)      Reflects $557 or $.01 per share reduction due to accounting change for postretirement benefits. As originally reported,
net income was $18,093 or $.22 per share.                                                                                       
(c)      Reflects $557 reduction due to accounting change for postretirement benefits. As originally reported, net income was   
$24,924 or $.30 per share.Also reflects $.02 per share reduction due to the increase in the federal corporate tax rate.         
(d)      Reflects $558 or $.01 per share reduction due to accounting change for postretirement benefits and $.01 per share      
reduction due to the increase in the federal corporate tax rate.                                                                
                                                        · Enlarge/Download Table


                            1st        2nd       3rd     4th      Year                         
                                                                                               

Net sales                 $322,255  $336,643   $360,300 $452,171 $1,471,369                    
Gross profit               123,525   128,179    141,448  190,823    583,975                    
Net income                  17,324    18,948(a)  23,923   35,022     95,217(a)                 
Earnings per common share     $.21      $.23(a)    $.29     $.43      $1.16(a)                 

(a) Includes gain from sale of industrial cleaning supply business of $1,900 or $.02 per share.

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS                            

The consolidated financial statements of McCormick & Company,                   
Incorporated and subsidiaries have been prepared by the Company in              
accordance with generally accepted accounting principles.                       
Management has primary responsibility for the financial information             
presented and has applied judgment to the information available,                
made estimates, and given due consideration to materiality in                   
preparing the financial information in this annual report.                      

The financial statements, in the opinion of management,               
present fairly the consolidated financial position, results of                  
operations, and cash flows of the Company and subsidiaries for the              
stated dates and periods in conformity with generally accepted                  
accounting principles. These financial statements have been audited             
by the Company's independent auditors, Ernst & Young, for each of               
the three years in the period ended November 30, 1993. The                      
independent auditors review and evaluate control systems and                    
perform such tests of the accounting information and records as                 
they consider necessary to reach their opinion on the Company's                 
consolidated financial statements. In addition, McCormick's                     
Internal Audit function performs audits of accounting records,                  
reviews accounting systems and internal controls, and recommends                
improvements when appropriate.                                                  

The Audit Committee of the Board of Directors is composed of          
outside directors. The committee meets periodically with the                    
Internal Audit staff, with members of management, and with the                  
independent auditors, in order to review annual audit plans,                    
financial information, and the Company's internal accounting and                
management controls.                                                            

The Company believes that it maintains accounting systems and         
related controls, and communicates policies and procedures, which               
provide reasonable assurance that the financial records are                     
reliable, while providing appropriate information for management of             
the business and maintaining accountability for assets.                         

/s/Bailey A. Thomas                                                             
Chairman of the Board & Chief Executive Officer                                 

/s/James A. Hooker                                                              
Vice President & Chief Financial Officer                                        

/s/J. Allan Anderson                                                            
Vice President & Controller, Chief Accounting Officer                           

REPORT OF INDEPENDENT AUDITORS                                                  

To the Shareholders                                                             
McCormick & Company, Incorporated                                               

We have audited the accompanying consolidated balance sheets of                 
McCormick & Company, Incorporated and subsidiaries as of November               
30, 1993 and 1992, and the related consolidated statements of                   
income, shareholders' equity, and cash flows for each of the three              
years in the period ended November 30, 1993.  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 generally accepted         
auditing standards.  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 and                     
subsidiaries at November 30, 1993 and 1992, and the consolidated                
results of their operations and their cash flows for each of the                
three years in the period ended November 30, 1993 in conformity                 
with generally accepted accounting principles.                                  

As discussed in Note 4 to the consolidated financial                  
statements, the Company changed its method of accounting for                    
postretirement benefits other than pensions in 1993.                            

/s/Ernst & Young                                                                
Baltimore, Maryland January 17, 1994                                            

APPENDIX TO EXHIBIT 13: REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS              
FOR 1993                                                                        

                                      GRAPHICS APPENDIX LIST

EDGAR VERSION                                   TYPESET VERSION                 

Page 15 - Bar Graph Captioned                   Page 15 - Bar graph depicting   
PROFIT MARGINS - omitted                        gross profit and operating      
                                            profit as a percent of sales
                                             for fiscal years 1989 through
                                           1993.  The text and numbers
                                            used in this graph appear in
                                              the text of the EDGAR version.

Page 18 - Bar Graph Captioned                   Page 18 - Bar graph depicting   
DEBT TO TOTAL CAPITAL - omitted                 debt to total capital for       
                                               fiscal years 1989 through 1993.
                                            The text and numbers used in
                                             this graph appear in the text
                                     of the EDGAR version.

Page 18 - Bar Graph Captioned                                                   
CAPITAL EXPENDITURES - omitted                  Page 18 - Bar graph depicting   
                                      property additions and
                                             depreciation for fiscal years
                                            1989 through 1993.  The text
                                        and numbers used in this
                                        graph appear in the text
                                     of the EDGAR version.
[TEXT]                                                                          

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		11/30/92
		12/1/92
		1/1/93
For The Period Ended		11/30/93		DEF 14A, 10-K/A
		1/17/94
		2/19/94
Filed On / Filed As Of		2/22/94
		11/30/94		10-K, 10-K/A, DEF 14A, ARS
		11/30/95		10-K/A, 10-K405, DEF 14A
		3/16/3
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