Greetings and welcome to the McCormick’s fourth quarter 2009 conference call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions) It is now my pleasure to introduce your host, Joyce Brooks, Vice President of Investor Relations for McCormick. Thank you. Ms. Brooks, you may begin.

Good morning to everyone on today’s call and to those joining us by webcast. The purpose of our call is to review McCormick’s fourth quarter financial results, achievements in 2009 and guidance for 2010. We have posted seven slides to accompany today’s call at our website, www.ir.mccormick.com. With me are Alan Wilson, Chairman, President and CEO, Gordon Stetz, Executive Vice President and CFO; and Paul Beard, Senior Vice President of Finance, Treasurer. Following our remarks we look forward to discussing your questions. As a reminder, our presentation today contains projections and other forward-looking statements and actual results could differ materially from those projected. The company undertakes no obligation to update or revise publicly any forward-looking statement whether as a result of new information, future events, or other factors. In addition, information we present today, which excludes restructuring charges, as well as unusual items recorded in 2008 is not GAAP measures and we present this information for comparative purposes alongside the most directly comparable GAAP measures. Reconciliations of GAAP to non-GAAP measures can be found in this morning’s press release and in the presentation slides for our call. Note that we do not expect to record any restructuring charges in 2010. It is now my pleasure to turn the discussion over to Alan.

: Due to the seasonality of our business at McCormick, the fourth quarter of the fiscal year is historically a big part of our annual profit results and an even larger part of our cash flow. The most recent fourth quarter was no exception. Strong financial results led to a record year in profit and cash flow for 2009. Taking a look at slide four, on a comparable basis with the fourth quarter of 2008, we grew earnings per share 8%. Sales growth and margin improvement were key drivers. This year, we had our largest holiday marketing program ever in support of our seasonal items, including spices, herbs, gravies and holiday essentials here in the United States. We also increased marketing this quarter behind our consumer favorites such as Vahine dessert items in France and behind new products such as Honey jams in China. While we grew consumer sales 4% in the fourth quarter, sales in our industrial business continued to be hampered by a moderation in new product innovation by food manufacturers and continued pressure on the food service industry. We were pleased to deliver another quarter of increased operating income for our industrial business, which was up 6% on a comparable basis, excluding restructuring charges and unusual items. On the same basis, we increased operating income for our consumer business 12%. These results were driven largely by progress for CCI, our comprehensive continuous improvement program. Cash flow from operations in the fourth quarter was particularly strong, exceeding our expectations with further achievements in working capital management. Turning to results for fiscal year 2009 in slide five, excluding restructuring charges, we achieved earnings of $2.35 per share and reached a record $416 million for cash flow from operations. We were particularly pleased with the cash results, as this was…

Thanks, Alan. As previously stated, our fourth quarter results were a strong finish to the year. On a comparable basis, fourth quarter earnings per share rose 8%, with an underlying increase in each of our two segments. On this same basis, we achieved a double digit increase in consumer business operating income, which rose 12%, including the impact of higher brand marketing support and a solid 6% increase in industrial operating income. Just as we have for the full year, we saw areas of both strength and weakness in the quarter for our two segments. For the consumer business, we increased operating income $17 million on a comparable basis. This includes a $5 million increase in marketing support for the quarter, which totaled $6 million for both business segments. We grew operating income with sales growth and cost savings from CCI, as well as with a favorable business mix. Keep in mind that we closed the acquisition of Lawry’s in the third quarter of 2008 and there is no incremental impact from this acquisition in the fourth quarter results. For the total consumer segment on slide 23, sales rose 4% in the fourth quarter, with pricing up 3% and a 1% benefit from foreign currency exchange rates. As a reminder, our pricing actions in the consumer business occurred late in 2008 and early in 2009 in order to offset higher costs. At this time, the impacts of pricing actions for our consumer business in 2010 are expected to be minimal. For consumer sales in the Americas, the increase was 5%, with two/thirds from pricing and one-third from volume and product mix. This quarter our largest unit increases in the U.S. for dry seasoning mixes up 5%, Lawry’s items up 8%, McCormick branded spices and herbs, up 5%, and grilling products…

Thanks, Gordon. We’re excited about our prospects for growth in 2010. While we expect our customers, both consumer and industrial customers to be operating under continued pressure during a gradual economic recovery. We are seeing more appetite for innovation. There are some clear platforms for growth in our business around health and wellness, convenience, authentic, ethnic flavors, and value. In 2010, these platforms direct our product innovation for both consumer and industrial businesses, as well as our marketing support. As we stated earlier, we have high win rates with our industrial customers and an innovation pipeline that includes new products for food manufacturers, and the food service channel. As discussed in our last call, the new product line-up for our U.S. consumer business includes Perfect Pinch and Recipe Inspirations, which both did very well in test markets during 2009. We’ve received some early support for Recipe Inspirations from consumer trends expert Phil Lempert, who discovered this product and has included it in his food industry remarks on ABC, Supermarket Guru, the view, and more recently on the today show. He commented this is going to pave the way for other similar concepts that will expand our pallet. We’ve had an unprecedented reaction from our customers, with 14 key grocery retailers requesting early shipments in Recipe Inspirations in anticipation of strong consumer demand. We are introducing new varieties of McCormick brand dry seasoning mixes and Lawry’s marinade and will be extending our range of products imported from our joint venture in Mexico to our line of Popular Teas. In Canada, we’re revitalizing our clubhouse brand core spices, featuring new labeling, new products, and media advertising. Consumers in Europe will see a U.K. version of Perfect Pinch and new varieties of our Schwartz flavorful brands. In France, we’re expanding our line of…

(Operator Instructions) Your first question comes from Alexia Howard - Sanford Bernstein.

Just wanted a follow-up on the top line growth in the industrial segments, I think you said that, quick serve restaurants domestically were pretty strong, but at this time it was I guess sales to other food manufacturers that might have been slightly lighter and that may have been due to at the timing of new product introductions. Could you talk a little bit about how that likely to develop going forward, was it just the timing of new product introductions happen to be light this quarter, or can we expect that situation to continue?

Yes, what we saw through a lot of 2009 was a focus by retailers in reducing SKUs and less of the ongoing line extension kinds of innovation that we’ve seen the last several years. What we’re seeing is a pretty good innovation pipeline, as everybody recognizes that we got to have the innovation to grow. So we are seeing a higher level of innovation activity. Now, what I would expect to see and what we’re seeing in the new products are more of the bigger, larger kinds of products as opposed to smaller line extension kinds of products.

Just a quick follow-up, the commodity cost outlook. I know you’ve got a lot of commodity driven pricing in the industrial segments. Across consumer and industrial, are we expecting commodity costs to remain up, or how do you expect that to shape up going forward?

We’re expecting commodity cost to be relatively benign through the year. We may start to see some up tick towards the later half of the year. Certainly, in more of the industrial type commodities, just to remind you, those tend to be pass-through. So as we see changes in dairy or wheat or soybean oil, we’ll pass those through as prices go up and we’ll pass them through as they come down and we’ve seen more moderation through the back half of last year, and what we expect to see it in the first half of this year.

Your next question comes from Rob Moskow - Credit Suisse.

I was intrigued about your comment about acquisitions and a focus on Asia. I do remember back at an Analyst Day in 2007, where I think it was Bob Lawless said that, you’re going to try to focus more on emerging market acquisition targets, but really nothing has materialized in the last couple of years. Alan, can you talk a little bit about like the obstacles you’ve faced in trying to find suitable targets in these markets and why you think you might be able to have more success this year?

Yes, typically the targets in those markets tend to be family businesses that have grown up, and there’s a point in the lifecycle, where the owner decides it’s time to move on. What we saw in really 2007, 2008 were price expectations in emerging markets that were in our view, too rich. So we did not bring any of those to close. Now, what we’re seeing is a combination of more realism in expectations by owners and a lot of the folks that we’ve developed long relationships with, because our process is as much as possible going to develop relationships, get to know people, and at a point we’ll be able to convince them that we’re a good partner. We’re seeing more progress along that than we’ve seen in the last couple years.

Are there a lot of bidders for these types of assets? Do you think your relationships are better than the other bidders?

Some things are more announced as public auctions with investment bankers and more of a process, and in those cases, we really have to look hard to see if those are strategic for us. We typically tend to focus on developing longer term relationships with owners so that we’re not so much in a process.

Your next question comes from Eric Serotta - Consumer Edge Research

Just wanted to circle back on your top line growth targets for this year it seems that the upper end of the range, 4%, it seems kind of aggressive to me, especially when you look at your core consumer volumes that were basically flat or down all year and I know you went through some of the reasons why they were down for the year, but could you give us some color as to why, as to why you think that upper end of that range should be achievable with, especially with at least in America’s consumer, you’re making the comment that you’re not expecting much pricing.

We typically, in normal years, we get a good bit of growth from new product innovation and in 2009; much more of an organizational focus in the Americas was on the Lawry’s integration. So we didn’t have a lot of new product integration as we would typically have. As you’ve seen by the support that we’ve seen, we are aggressively driving Recipe Inspirations and Perfect Pinch, and supporting those in a pretty big way. We also are counting on a continued growth of Lawry’s, as well as continued growth of our core businesses. We’re supporting that with advertising as well. So that’s, that’s the reason that we centered on the guidance. We don’t expect that we’re going to spend the advertising money and not get some response.

Sure it 4%, though seems like a pretty steep target, even with a sizable $20 million increase in advertising, but I guess you’ve seen some nice lift to date. Another thing, did I hear you correctly in response to the first question, that some of your customer innovation is now focused on larger projects rather than closed in? It seemed to be the opposite all year and just wanted to make sure see if there was a change.

Yes, what we’re seeing is less-and-less of the line extension kinds of innovation. There’s certainly still work being done on taking sodium and reducing sodium and adding flavor, but what we are seeing is in terms of innovation, more of significant innovation is where our pipeline is stacking up right now.

That’s changed over the past quarter or two? Because if I remember correctly at least you talked about your industrial customers getting a little bit more conservative and focusing more on closed in innovation and maybe this is going back more than a quarter or two, maybe it’s going back a year, but it seemed like most of this year, the focus was on closer end things and have your customers become more aggressive in what they are looking at in terms of innovation, or is this really just the same as you’ve seen all year?

I think it’s more a theme we’ve seen all year, where there’s not as much room for minor innovation, as retail customers have done more SKU reductions, and more of a focus on saying we need to be truly innovative. I think everybody’s struggling with top line growth in the industry and I think there’s recognition that innovation is what’s going to drive the growth.

Your next question comes from Ken Goldman - JP Morgan

Alan, I want to know how many [voodoo dolls] you have in your office right now.

I have absolutely written off that part of this year’s history.

I guess I have a similar question to Eric Serotta’s, just hoping to understand a little bit about your visibility into some of the drivers of the consumer top line. It seems like there’s an unusual number of, upside and downside risk this year, you’re going into your 1st period in a couple of years without any pricing perhaps. A little bit of a channel shift, which I know is not a huge deal, but it’s something. There may be some additional pressure from SKU rationalization, and then of course the Wal-Mart decision, I believe is still pending, which could be a positive or a negative. So just wondering, when you look at all of those, how much confidence you have in the numbers that you’re putting out there? Maybe you could give us some of that confidence as well.

We feel like we have the right program certainly to hit the numbers that we’ve put out there. Again, because we have a renewed focus on product innovation and we expect to see benefit from that. You’re right, there are a lot of moving parts in the business this year and certainly we’re not going to speculate on what’s going to happen, but we think most of the SKU rationalization that we expected to see, we’ve seen. That has by and large not had a significant impact because the products that have been reduced haven’t been major sellers and as well, what we’ve seen is as retailers have reduced space. They have tended to reduce the space for more of the smaller regional brands. There’s no question that a lot of pressure on the top line as the economy continues to struggle, but we have pretty good faith that we’ve got the right programs to grow our business.

Your next question comes from Chris Growe - Stifel Nicolaus.

I just had a couple of questions for you. The first was I guess I wasn’t clear. Your targets for the year, sales and EPS, do you incorporate acquisitions this year, especially you’ve got a pretty good pipeline of deals in the works?

We’ve not put any of that in the forecast.

Then I want to be clear on kind of the marketing investment. So the $20 million increase you had in ‘09, does that shift throughout the year maybe more to coupons and price they support and say advertising as the consumer was quite weak and I guess I’m trying to get a feel of what happens in 2010? Should we see a lot of that shifting occur as well? Is that all incorporated in the number you gave us about $20 million?

No. Coupon and promotion pricing comes right out between gross and net sales, so that would be all in net spending. There would be some in-store kinds of activities that could be in there or specific consumer kinds of promotions, but it’s by and large media advertising.

So are we seeing an even bigger increase in support in 2010, are you having to invest more heavily and say price based marketing, whatever you want to call it, in addition to what you’re doing on the actual marketing line, media?

We’ve certainly increased our coupons and as we always do, work with customers and getting the right promotions. Chris, one thing I want to correct, this year not correct, but add color to. This year’s $20 million increase included about $14 million incremental Lawry’s.

Then I guess just looking at the gross margin, you had obviously a lot of cost savings coming through that was even above your target you gave last quarter. Was that the main driver to the upside there? I’m looking at volumes being softish across the business. What really drove the gross margin this quarter? It was a good bit above my expectations?

Chris, this is Gordon. Cost savings did come in above expectations. We were talking about a $35 million and then it ended up being up closer to $40 million as we reported, but the business mix is also a big driver as well. If the consumer business grew within the quarter, and the industrial business was actually down in the quarter. So that will be a driver to gross margin as well.

In terms of like input costs overall, would that have been a major factor for the quarter?

No, input costs would not have been a major factor.

Your next question comes from Ann Gurkin - Davenport & Co. Ann Gurkin - Davenport & Co.: I was wondering if I could start in the U.K., if you could help me understand, are you making any changes to your strategy in U.K.? Given its continued very challenging environment?

Not in terms of major strategies, but what we are continuing to do is focus on new product innovation and supporting the brands there with a little bit different messaging focused on value. The U.K. is admittedly one of the toughest markets we have in the world in terms of growth, but in terms of a large change in strategy, no. Ann Gurkin - Davenport & Co.: Then switching over to Asia, with the added business of customers, do you need that capacity or make any investment in that market?

Only in terms of sales capacity, we continued to de-bottleneck our manufacturing facilities and so we’re not making a significant capital investment to increase that at this point.

Your next question comes from Mitch Pinheiro - Janney Montgomery Scott.

If I missed this, I apologize, but could you talk about your pricing outlook for the consumer, particularly the U.S. consumer business and the industrial business?

Our forecast right now doesn’t call for any significant pricing, but, or for any significant changes in input costs. We believe the moderate input cost inflation that we’ll see that will impact the U.S. consumer business in general will be able to offset with productivity and cost savings. Now, if something changes later in the year, we’ll certainly respond to that what we’re seeing right now is more than ‘09 pricing environment.

So sort of the difference, consumer channel segmentation, is your pricing pressure or mix pressure as results of that in 2010?

We’ve seen certainly mix pressure in 2009, as we’ve seen more sales go to our dry seasoning mix products as opposed to our gourmet products. We don’t expect a continued shift in that kind of mix. We think, we saw the worst of it in 2009, but we don’t expect there to be a lot of need or opportunity for increased pricing or decreased pricing in 2010.

You’ve had changes in your shelf sets the gravity feeds. That was an initiative I guess, that happened over the last two years. Is there any just seems to lost momentum, or just not a focus or maybe I’m wrong, if you could just update us on sort of what you’re doing from the in-store merchandising and shelf space.

In terms of our shelf, we’re still very happy with the gravity feed merchandising sets that we’ve had. They continue to make it easier for the consumer to shop, easier to stock for the retailer, so we’re still very happy with that. We are continued to focus on finding more opportunities for displays in other parts of the store, have continued to expand our presence in meat sections, with displays and that sort of thing. So there’s not a major merchandising initiative this year, other than finding the space and their appropriate merchandising for Recipe Inspirations, which we think is not only going to do very well as a product line itself, but is also going to have a pretty high conversion rate to people buying the bottles for the spices that they find in those packets.

Would that be a positive margin mix for you in that trade?

It’s more of a neutral margin mix. The key thing, though that, we’re trying to achieve with that is to make it easier for people to continue to cook and discover how easy and great it is with using spice ingredients.

Last question is relative to inventories coming out of the holiday cooking season, any comment with regard to that?

Yes, we think the in-store inventories at the end of the holiday season were lower this year than they were in past years, and that’s just based on our measure of what our factory sales were as compared to what we saw in the measured channels.

Your final question comes from Eric Katzman - Deutsche Bank.

A couple questions I guess, can I get an explanation as to the difference between the media or sort of brand marketing spending that you referenced in the press release? I think it was $147 million this year versus, say the $57 million or $60 million something million that you I guess put in your 10-K. Where’s the $100 million, or$ 90 million?

One is Tier advertising and one is consumer promotion, but that consumer promotion is not price reduction, as Alan said earlier. It’s consumer promotion that goes directly in front of the consumer. So it could be sampling events. It could be feature items, in-store displays, so all of that is right in front of the consumer. It’s not price promotion, which would be between gross and net.

So the $140-something million, that’s all a deduction from SG&A?

That is correct. That is all on the SG&A line.

Do you think that because when I look at your, let’s say the pure media advertising number that you list, I’m not sure what it was for ‘09, but I only have the ‘08 number, which was $57 million, right, that’s like 3% of your consumer business is sales, which is pretty low the rest of the industry. So do you think that the $140 million is equivalent to what other people listed there advertising in their 8-K, or is it apples-and-oranges? I’m trying to gauge…?

I don’t have a scientific study in front of me here, Eric, but I do know when we looked at that type of disclosure we wanted to make sure we were consisted in the industry. We also wanted to make sure we’re accurately portraying what our dollars are doing and how they’re working for us. Those dollars that are, what we call consumer promotional dollars are volume driven events that do have a benefit as opposed to some perhaps price reduction, which you’ll see on the top line in sales. So I would think other food manufacturers would view that similarly. A sampling event or anything that’s trying to get the consumer to buy your products should be an SG&A item, so we’re certainly and form many with GAAP on our disclosure, that’s for sure.

So I guess what I’m getting at is, if we assume that it’s apples-to-apples, your advertising to sales of just the consumer business just seems low relative to the peers and as industrial gets to be a smaller and smaller percentage of the company, it seems to me that ratio is even more important and perhaps that explains why there was some disappointment in the top line in the U.S. business this year.

Yes, your point’s well taken, Eric, that we still have a relatively low advertising to sales ratio in our consumer business and that’s why we continued to try to increase that and get it up to more competitive levels, which I would remind you that we still are about 90% of the share of voice in our category, but on a relative basis to compare to other consumer packaged goods industry, we still are pretty low.

I guess it’s pretty concentrated in the third and fourth quarter, too, so maybe it’s a little bigger percentage, given the seasonality.

Our level of voice in fourth quarter has continued to go up and because that’s where we see the biggest impact, but we also spend in first and second quarters, we’re building behind grilling and the other events. We’ve really focused our spending in the last couple years behind grilling and holiday. This year will be a little different, as we’ve expanded that to support the new product introductions.

Just switching to the CCI program, the productivity efforts, that’s also I guess running, you’ve ramped that up since the restructuring a couple years ago, but similarly compared to some of the peers, it’s only about, by my estimation right 2% of COGS and, it looks like the peer group is doing much bigger let’s say productivity levels. So I wanted you to just kind of touch on that, the benchmark versus the peer group and is it a function of scale that maybe is why General Mills or Kellogg is taking, whatever, 4% to 5% of cogs out every year? What do you think?

Yes, we’re trying to understand the definition difference between what we’re calling our costs CCI versus, for instance, General Mills holistic margin management, so that we are capturing and not disadvantaging ourselves. We’ve hired actually a consulting firm to help us in, one, making sure that our program is ratcheted up, and we’re taking out all the costs that we can. Secondly, making sure that our definitions are consistent with what other people in the industry are doing.

For clarity, Eric, I’ve been accused of being a tough grader on this thing. So the only thing that gets in that number has to be supported and documented and has to be a year-over-year benefit that we can count on as a year-to-year change. Things like productivity improvements that releases capacity doesn’t get into a CCI number. Although that unleashes a volume opportunity, it’s not a year-over-year reduction in costs. So that’s to Alan’s point, we’re still trying to get our arms around our definition relative to others to make sure we’re not unduly penalizing ourselves in the numbers.

Then last question and I’ll pass it on. On the M&A side, I mean I don’t remember the company talking so publicly about being so close to M&A and you said, I think the nature to Chris that your assumptions don’t include any M&A, but can you kind of go through your financial criteria as to what type of M&A it is going to get done? Does it have to be, I don’t know, ROIC accretive in a year or two? Just maybe just go through some of the financial metrics?

We’d like to be EPS accretive by the second full year and EPA positive by the second full year, the way we tent to think about it. The financial change or the accounting changes where we now have to expense deal costs make first year accretion a lot tougher, but we tend to think about it as being accretive by the second year.

So you’re including any deal costs in the dilution in the first year?

Yes.

Is the Board, ambivalent as to whether it’s equity, or debt, or cash? I mean if one of these families wanted equity with that, is that okay?

We’ve not done any equity deals.

Our preferences for cash or debt deal. I mean, certainly if there was a structure that acquired equity that we felt was the right for our shareholders and right for that deal structure, we would consider it, but our preference is to do cash deals.

Thank you. There are no further questions at this time. I would now like to turn the floor back over to Ms. Brooks for closing comments.