Management's Discussion and Analysis

Market Risk Sensitivity

(Continued)

Foreign Currency Exchange Contracts at November 30, 2005

Currency sold  Currency
received 
Notional
value
(millions)
Average
contractual
exchange rate
(USD/fc)
Fair
value
(millions)
Euro  USD  $ 1.9  $ 1.18 
Canadian dollar  USD  21.1  .84  $ (.6)

We have a number of smaller contracts with an aggregate notional value of $1.0 million to purchase or sell various other currencies, such as the Australian dollar, Japanese yen and the Singapore dollar as of November 30, 2005. The aggregate fair value of these contracts was zero at November 30, 2005.

At November 30, 2004, we had foreign currency exchange contracts for the Euro, British pound sterling, Canadian dollar, Australian dollar, Japanese yen and South African rand with a notional value of $51.1 million, all of which matured in 2005. The fair value of these contracts was $(3.9) million at November 30, 2004.

Contracts with durations which are less than 5 days and used for short-term cash flow funding are not included in the notes or table above.

During 2005, the foreign currency translation component in other comprehensive income was principally related to the impact of exchange rate fluctuations on our net investments in France, the U.K., Canada and Australia. We did not hedge our net investments in subsidiaries and unconsolidated affiliates.

Interest Rate Risk - Our policy is to manage interest rate risk by entering into both fixed and variable rate debt arrangements. We also use interest rate swaps to minimize worldwide financing costs and to achieve a desired mix of fixed and variable rate debt. The table that follows provides principal cash flows and related interest rates, excluding the effect of interest rate swaps, by fiscal year of maturity at November 30, 2005 and 2004. For foreign currency-denominated debt, the information is presented in U.S. dollar equivalents. Variable interest rates are based on the weighted-average rates of the portfolio at the end of the year presented.

Year of Maturity at November 30, 2005

(millions)

2006 

2007 

2008 

2009 

Thereafter 

Total 

Fair value 

Debt                                                                   
Fixed rate     $ .6      $ .4      $ 150.1     $ 48.1        $ 251.2         $ 450.4               $ 474.3 
Average interest rate      3.16 %     1.70 %     7.70 %     3.33 %     6.32 %                
Variable rate  $ 105.5   $ .1                          $ 14.0   $ 119.6    $ 119.6 
Average interest rate      4.01 %     6.74 %                         4.83 %                

Year of Maturity at November 30, 2004

(millions) 2005   2006   2007    2008  

Thereafter

Total  Fair value 
Debt                                                             
Fixed rate     $ 32.5       $ 196.1       $ .3       $ 149.9     104.4        $ 483.2  $ 523.5 
Average interest rate      5.95 %     7.33 %           7.69 %   4.2 %                
Variable rate      $ 140.7                         $ 14.3   $ 155.0        $ 155.0 
Average interest rate      2.13 %                                 2.43 %                

Note: The table above displays the debt by the terms of the original debt instrument without consideration of interest rate swaps. These swaps have the following effects. The variable interest rate on $75 million of commercial paper is hedged by interest rate swaps through 2011. Net interest payments on the $75 million will be fixed at 6.35% during this period. Interest rate swaps, settled upon the issuance of the medium-term notes maturing in 2006 and 2008, effectively fixed the interest rate on $294 million of the notes at a weighted-average fixed rate of 7.62%. The fixed interest rate on $100 million of the 6.4% medium-term notes due in 2006 is effectively converted to a variable rate by interest rate swaps through 2006. Net interest payments on these notes are based on LIBOR plus 3.595% during this period. The fixed interest rate on $50 million of 3.35% medium-term notes due in 2009 is effectively converted to a variable rate by interest rate swaps through 2009. Net interest payments are based on LIBOR minus 0.21 % during this period. In December 2005, we issued $200 million of 5.20% medium-term notes due in 2015. Net interest payments are fixed at 5.20% during this period. The net proceeds will be used to pay down long-term debt maturing in 2006. As a result, the current portion of medium-term notes maturing in 2006 were reclassified from current to long-term in the table above to reflect the 2015 maturity date of the new issuance.

Commodity Risk - We purchase certain raw materials which are subject to price volatility caused by weather, market conditions, growing and harvesting conditions, governmental actions and other unpredictable factors. While future movements of raw material costs are uncertain, we respond to this volatility in a number of ways, including strategic raw material purchases, purchases of raw material for future delivery and customer price adjustments. Generally, we do not use derivatives to manage the volatility related to this risk.

Credit Risk - The customers of our consumer business are predominantly food retailers and food wholesalers. Consolidations in these industries have created larger customers, some of which are highly leveraged. In addition, competition has increased with the growth in alternative channels including mass merchandisers, dollar stores, warehouse clubs and discount chains. This has caused some customers to be less profitable. This has increased our exposure to credit risk. Several customers over the past two years have filed for bankruptcy protection; however, these bankruptcies have not had a material effect on our results. We believe that the risks have been adequately provided for in our bad debt allowance.

McCORMICK & COMPANY 2005 ANNUAL REPORT