-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JtbKYyRu8r2PqdIfCSQNdrKIX6gK+3uzC2nRlwRWHVpX9WTpa3G3rEETGix22XEQ TU/HT4alj6/nbDOC3QW80g== 0000063754-96-000021.txt : 19960529 0000063754-96-000021.hdr.sgml : 19960529 ACCESSION NUMBER: 0000063754-96-000021 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951130 FILED AS OF DATE: 19960528 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCCORMICK & CO INC CENTRAL INDEX KEY: 0000063754 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 520408290 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00748 FILM NUMBER: 96573046 BUSINESS ADDRESS: STREET 1: 18 LOVETON CIRCLE STREET 2: P O BOX 6000 CITY: SPARKS STATE: MD ZIP: 21152 BUSINESS PHONE: 4107717301 MAIL ADDRESS: STREET 1: 18 LOVETON CIRCLE STREET 2: P O BOX 6000 CITY: SPARKS STATE: MD ZIP: 21152 FORMER COMPANY: FORMER CONFORMED NAME: MCCORMICK & CO DATE OF NAME CHANGE: 19660620 10-K/A 1 10-K/A 11/30/95 MCCORMICK & CO.PROFIT SHARING PLAN FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 1995 Commission file number 0-748 McCORMICK & COMPANY, INCORPORATED (Exact name of registrant as specified in its charter) Maryland 52-0408290 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 18 Loveton Circle Sparks, Maryland 21152 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (410) 771-7301 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Not Applicable Not Applicable Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value Common Stock Non-Voting, No Par Value (Title of Class) (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ X ] Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Aggregate market value of the voting stock held by nonaffiliates of the registrant . . . . . . . . . . . . . . . . . . . . $183,598,203 The aggregate market value indicated above was calculated as follows: The number of shares of voting stock held by nonaffiliates of the registrant as of January 31, 1996 was 8,024,397. This number excludes shares held by the McCormick Profit Sharing Plan and PAYSOP and its Trustees, the McCormick Pension Plan and its Trustees, and the directors and officers of the registrant, who may or may not be affiliates. This number was then multiplied by the closing price of the stock as of January 31, 1996, $22.88. Class Number of Shares Outstanding Date Common Stock 12,057,354 1/31/96 Common Stock Non-Voting 69,199,430 1/31/96 DOCUMENTS INCORPORATED BY REFERENCE Document Part of 10-K into which incorporated Registrant's 1995 Annual Report to Part I, Part II, Part IV Stockholders Registrant's Proxy Statement dated 2/20/96 Part III, Part IV EX-99 2 11-K 11/30/95 MCCORMICK & CO. PROFIT SHARING PLAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) Commission File Number 0-748 For the fiscal year ended November 30, 1995 THE McCORMICK PROFIT SHARING PLAN AND PAYSOP (Full title of the Plan) McCORMICK & COMPANY, INCORPORATED (Name of issuer of the securities held pursuant to the Plan) 18 Loveton Circle Sparks, Maryland 21152 (address of principal executive office) Items 1 through 3: Not required; see Item 4, below. Item 4. Financial Statements and Exhibits. a) i) Report of Independent Auditors.................. 1 ii) Statements of Financial Condition............... 2 iii) Statements of Changes in Plan Equity............ 3 iv) Notes to Financial Statements................... 4 v) Schedule II - Allocation of Plan Equity to Investment Programs............................. 11 vi) Schedule III - Allocation of Changes in Plan Equity to Investment Programs................... 13 b) Exhibits: Independent Auditors' Consent Letter as to Incorporation of their Report on the Plan's Financial Statements. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. THE McCORMICK PROFIT SHARING PLAN AND PAYSOP DATE: May 28, 1996 By: /s/ Karen D. Weatherholtz Karen D. Weatherholtz Vice President-Human Relations and Plan Administrator Audited Financial Statements and Supplemental Schedules The McCormick Profit Sharing Plan and PAYSOP Years ended November 30, 1995 and 1994 with Report of Independent Auditors The McCormick Profit Sharing Plan and PAYSOP Audited Financial Statements and Supplemental Schedules Years ended November 30, 1995 and 1994 Contents Report of Independent Auditors.............................................1 Audited Financial Statements Statements of Financial Condition..........................................2 Statements of Changes in Plan Equity.......................................3 Notes to Financial Statements..............................................4 Schedule II--Allocation of Plan Equity to Investment Programs.............11 Schedule III--Allocation of Changes in Plan Equity to Investment Programs.13 Supplemental Schedules Item 27a--Schedule of Assets Held for Investment Purposes.................16 Item 27d--Schedule of Reportable Transactions.............................17 Report of Independent Auditors To the Investment Committee McCormick & Company, Incorporated We have audited the accompanying statements of financial condition of the McCormick Profit Sharing Plan and PAYSOP as of November 30, 1995 and 1994, and the related statements of changes in plan equity for each of the three years in the period ended November 30, 1995. We have also audited the schedules of allocation of plan equity to investment programs as of November 30, 1995 and 1994 and allocation of changes in plan equity to investment programs for each of the three years in the period ended November 30, 1995. These financial statements and schedules are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with 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 financial condition of the McCormick Profit Sharing Plan and PAYSOP at November 30, 1995 and 1994, and the changes in plan equity for each of the three years in the period ended November 30, 1995, in conformity with generally accepted accounting principles. Furthermore, it is our opinion that the schedules referred to above present fairly the information set forth therein in compliance with the applicable accounting regulations of the Securities and Exchange Commission. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of November 30, 1995, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. Ernst & Young LLP Baltimore, Maryland May 23, 1996 Page 1 The McCormick Profit Sharing Plan and PAYSOP Statements of Financial Condition November 30 1995 1994 Assets Investments: Securities--at market value: McCormick & Company, Incorporated--common stock $ 77,209,267 $ 70,518,267 Unaffiliated Issuers: Temporary investments 558,657 487,474 Mutual Funds 70,450,478 56,215,416 Participant loans 2,882,406 3,077,917 Total investments 151,100,808 130,299,074 Receivables: Accrued interest and dividends 2,141 2,439 Employer contributions 1,030,662 4,028,631 Total receivables 1,032,803 4,031,070 Cash 117,522 30,944 152,251,133 134,361,088 Liabilities Administrative expenses payable - - Withdrawals payable - - - - Plan equity $152,251,133 $134,361,088 See accompanying notes. Page 2 The McCormick Profit Sharing Plan and PAYSOP Statements of Changes in Plan Equity Year ended November 30 1995 1994 1993 Additions Employer contributions $ 3,209,766 $ 6,259,953 $ 6,512,133 Employee contributions 9,757,400 10,660,749 8,414,243 Earnings from investments: Dividends: McCormick & Company, Incorporated 1,788,884 1,763,800 2,070,382 Mutual funds 2,216,325 2,936,437 138,528 Interest income 312,702 271,349 954,826 Other, net (16,049) 108,724 292 17,269,028 22,001,012 18,090,404 Deductions Participant withdrawals 29,573,769 7,896,638 8,338,081 Administrative expenses 395,601 243,886 368,741 Other, net - - 1,390 29,969,370 8,140,524 8,708,212 Net realized gain on investments 5,239,030 19,624,604 4,231,911 Net unrealized appreciation (depreciation) of investments 25,351,357 (38,934,219) (28,080,518) Net increase (decrease) 17,890,045 (5,449,127) (14,466,415) Plan equity at beginning of year 134,361,088 139,810,215 154,276,630 Plan equity at end of year $152,251,133 $134,361,088 $139,810,215 See accompanying notes. Page 3 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements 1. Significant Accounting Policies The financial statements of The McCormick Profit Sharing Plan and PAYSOP (the Plan) are prepared on the accrual basis of accounting. Valuation of Securities Investments are stated at aggregate current value. Securities traded on a national securities exchange or included on the NASDAQ National Market List are valued at the last reported sales price on the last business day of the plan year. Investments for which no sale was reported on that date are valued at the last reported bid price. The change in the difference between current value and the cost of investments is reflected in the statement of changes in plan equity as net unrealized appreciation or depreciation of investments. The net realized gain or loss on disposal of investments is the difference between the proceeds received and the average cost of investments sold. Expenses relating to the purchase or sale of investments are added to the cost or deducted from the proceeds. Administrative Expenses McCormick & Company, Incorporated (the Company) has deducted $357,430, $240,195 and $306,261 in 1995, 1994 and 1993, respectively, from the Profit Sharing contributions to offset a portion of the administrative costs incurred on behalf of the Plan. Direct expenses are paid by the Plan. Reclassification Certain prior year information has been reclassified to conform with the current year presentation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. Page 4 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 2. Description of the Plan The following description of the Plan provides only general information. Further information about the Plan agreement, eligible employees, the vesting provisions and investment alternatives are contained in the pamphlet Profit Sharing Plus and in Registration Statement No. 33-33724 on Form S-8 filed with the Securities and Exchange Commission on March 2, 1990. Copies of these documents are available from McCormick Corporate Human Relations. The Plan is a defined contribution plan sponsored by McCormick & Company, Incorporated which incorporates a 401(k) savings and investment option and a Payroll Based Stock Ownership Plan (PAYSOP). The Company and participating subsidiaries make contributions to the Plan in such amounts as may be authorized by the Board of Directors. Company contributions are allocated to each participant's account based upon the participant's compensation and length of service. The Company has not made PAYSOP contributions since the elimination of the PAYSOP tax credit in the Tax Reform Act of 1986. Participating employees can make elective pretax contributions to the Plan through regular payroll deductions. If an employee authorizes elective contributions, the contributions may not be less than 1% of his or her taxable cash compensation and may be up to a maximum of 15%. The Company and participating subsidiaries will make a matching contribution at a rate of $.20 for each $1.00 of the participant's elective contributions to the Plan regardless of the participant's investment election. The matching contribution is not made on elective contributions in excess of 10% of compensation. On December 1, 1993 the Plan established new investment funds for the participants' elective contributions. In anticipation of transferring the existing assets to the new funds, all prior investments in the Interest Income and Balanced Equity funds were liquidated in November 1993. The proceeds were held in temporary investments at November 30, 1993. Effective December 1, 1993, the Plan added the following investment funds, all of which are managed by Fidelity Investments: Investment-Grade Bond Fund - The Investment-Grade Bond Fund seeks to provide a high rate of income consistent with reasonable investment risk. The Fund also seeks capital appreciation where appropriate. Under normal circumstances, at least 65% of the Fund's total assets consist of investment-grade debt securities rates Baa or higher by Moody's Investors Service, Inc., or at least BBB by Standard & Poor's Corporation. The Fund may also invest in preferred stocks. Page 5 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 2. Description of the Plan (continued) Growth & Income Portfolio Fund - The Growth & Income Portfolio Fund seeks high total return through a combination of current income and capital appreciation. The Fund invests mainly in securities of companies that pay current dividends and offer potential growth of earnings. However, the Fund may buy securities that are not currently paying dividends but offer prospects for either capital appreciation or future income. Securities may be of foreign and domestic issuers. The Fund diversifies investments among a variety of industries. Retirement Money Market Portfolio Fund - The Retirement Money Market Portfolio Fund seeks as high a level of current income as is consistent with the preservation of capital and liquidity. The Fund strives to maintain a stable $1 share price by investing in high-quality, U.S. dollar-denominated money market instruments of U.S. and foreign issuers. Investments include short-term corporate obligations, U.S. government obligations and certificates of deposit. Long-Term Capital Appreciation Fund - The Long-Term Capital Appreciation Fund seeks capital appreciation by making a profit on invested capital over the long term. The Fund invests in common stocks, and securities convertible to common stock, issued by companies operating in the U.S. and/or abroad as well as foreign companies. Investments are made in large corporations as well as smaller, less well-known companies. The Fund also diversifies investments among a variety of industries and sectors within the market. Participants' elective contributions and the Company's Profit Sharing contributions are invested in the Plan's investment funds as directed by the participant. In general, participant withdrawals are subject to a 10% excise tax for early withdrawals prior to the participant reaching retirement. Participants are permitted to take loans against their contributions to the Plan. The maximum of any loan cannot exceed one-half of the participant's account balance or $50,000 less the highest outstanding unpaid loan balance during the prior twelve months, whichever is less. The Company's Investment Committee determines the interest rate for loans based on current market rates. Loan repayments, interest, plus maintenance fees are made by participants through monthly payroll deductions over loan terms of up to five years. Longer loan terms are available for loans taken to purchase, construct, re-construct or substantially rehabilitate a primary home for the participant or the participant's immediate family. Page 6 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 2. Description of the Plan (continued) With the exception of the PAYSOP program, the Company intends to continue the Plan indefinitely. The Company reserves the right to terminate the Plan, or to reduce or cease contributions at any time, if its Board of Directors determines that business, financial or other good causes make it necessary to do so, or to amend the Plan at any time and in any respect provided, however, that any such action will not deprive any participant or beneficiary under the Plan of any vested right. 3. Income Tax Status The Internal Revenue Service has ruled that the Plan qualifies under Section 401 of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator is not aware of any course of action or series of events that has occurred that might adversely affect the Plan's qualified status. Under the Plan, participants are not subject to federal income tax on Company contributions and income of the Plan until amounts are distributed to them. Page 7 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 4. Investments During 1995, 1994 and 1993 the Plan's investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in fair value by $30,590,387, $(19,309,615) and $(23,848,607), respectively, as follows: Net Fair Value Appreciation at End During Year of Year Year ended November 30, 1995 Fair value as determined by quoted market prices: McCormick & Company, Incorporated: Common stock $16,522,475 $ 77,209,267 Unaffiliated issuers: Temporary investments - 558,657 Mutual funds 14,067,912 70,450,478 Participant loans - 2,882,406 Total $30,590,387 $151,100,808 Net Fair Value (Depreciation) at End During Year of Year Year ended November 30, 1994 Fair value as determined by quoted market prices: McCormick & Company, Incorporated: Common stock $(16,057,655) $ 70,518,267 Unaffiliated issuers: Temporary investments - 487,474 Mutual funds (3,251,960) 56,215,416 Participant loans - 3,077,917 Total $(19,309,615) $130,299,074 Page 8 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 4. Investments (continued) Net (Depreciation) Fair Value Appreciation at End During Year of Year Year ended November 30, 1993 Fair value as determined by quoted market prices: McCormick & Company, Incorporated: Common stock $(24,208,095) $113,374,707 Unaffiliated issuers: Temporary investments - 19,711,204 Fixed income funds 178,015 - Mutual funds 181,473 - Participant loans - 2,344,381 Total $(23,848,607) $135,430,292 The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: November 30 1995 1994 McCormick & Company, Incorporated common stock $77,209,267 $70,518,267 Fidelity Investments Mutual funds: Investment Grade Bond Fund 7,635,346 8,079,985 Growth & Income Portfolio Fund 24,779,958 18,322,246 Retirement Money Market Fund - 7,070,785 Long-Term Capital Appreciation Fund 32,057,145 22,742,400 (Magellan Fund) 5. Transactions With Parties-in-Interest Fees paid during the year for legal, accounting and other services rendered by parties-in-interest were based on customary and reasonable rates for such services. Page 9 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 6. Reconciliation of Form 5500 to Audited Financial Statements The following represents a summary of the differences between the Form 5500 for the year ended November 30, 1995, and the accompanying financial statements: Amount per Form 5500 Accompanying Line Amount per Financial Number Description Form 5500 Statements Difference 32b(1)(A) Interest--Interest bearing cash $ 33,434 $ 312,702 $ (279,268) 32b(1)(F) Interest--Other loans 269,386 - 269,386 N/A Dividends--Mutual funds - 2,216,325 (2,216,325) 32b(4)(C) Net gain(loss) on sale of assets 1,507,445 5,239,030 (3,731,585) 32b(5) Unrealized appreciation (depreciation) 14,543,103 25,351,357 (10,808,254) 32b(10) Registered investment companies 16,766,046 - 16,766,046 $33,119,414 $33,119,414 $ - The differences result from differences from the classification of investments, and the basis for determining cost, as required for financial statement purposes (historical cost) differing from the classification required in the Form 5500 (market value at the beginning of the Plan year). Page 10 The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1995 Growth & Investment Income McCormick Grade Bond Portfolio Total Stock Fund Fund Fund Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ 77,209,267 $69,830,137 $ - $ - Unaffiliated issuers: Temporary investments 558,657 464,224 7,345 37,668 Mutual funds 70,450,478 - 7,635,346 24,779,958 Participant loans 2,882,406 - - - Employer contributions receivable 1,030,662 - - - Accrued interest and dividends receivable 2,141 1,641 36 151 Cash 117,522 47,008 8,227 21,154 152,251,133 70,343,010 7,650,954 24,838,931 Liabilities Administrative expenses payable - - - - Withdrawals payable - - - - - - - - Plan equity $152,251,133 $70,343,010 $7,650,954 $24,838,931 Page 11 The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1995 Retirement Long-Term Money Capital Market Appreciation Fund Fund PAYSOP Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ - $ - $3,077,436 Unaffiliated issuers: Temporary investments 19,921 20,689 7,078 Mutual funds 5,978,029 32,057,145 - Participant loans - - - Employer contributions receivable - - - Accrued interest and dividends receivable 41 210 27 Cash 7,052 34,081 - 6,005,043 32,112,125 3,084,541 Liabilities Administrative expenses payable - - - Withdrawals payable - - - - - - Plan equity $6,005,043 $32,112,125 $3,084,541 Page 11A The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1995 RIT Trust Loans Unallocated Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $4,301,694 $ - $ - Unaffiliated issuers: Temporary investments 1,732 - - Mutual funds - - - Participant loans - 2,882,406 - Employer contributions receivable - - 1,030,662 Accrued interest and dividends receivable 19 16 - Cash - - - 4,303,445 2,882,422 1,030,662 Liabilities Administrative expenses payable - - - Withdrawals payable - - - - - - Plan equity $4,303,445 $2,882,422 $1,030,662 Page 11B The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1994 Growth & Investment Income McCormick Grade Bond Portfolio Total Stock Fund Fund Fund Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ 70,518,267 $61,257,536 $ - $ - Unaffiliated issuers: Temporary investments 487,474 486,012 - - Mutual funds 56,215,416 - 8,079,985 18,322,246 Participant loans 3,077,917 - - - Employer contributions receivable 4,028,631 - - - Accrued interest and dividends receivable 2,439 1,907 23 90 Cash 30,944 7,923 (8,033) (462) 134,361,088 61,753,378 8,071,975 18,321,874 Liabilities Administrative expenses payable - - - - Withdrawals payable - - - - - - - - Plan equity $134,361,088 $61,753,378 $8,071,975 $18,321,874 Page 12 The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1994 Retirement Long-Term Money Capital Market Appreciation Fund Fund PAYSOP Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ - $ - $3,003,752 Unaffiliated issuers: Temporary investments - - 79 Mutual funds 7,070,785 22,742,400 - Participant loans - - - Employer contributions receivable - - - Accrued interest and dividends receivable 279 121 4 Cash 13,047 11,557 6,912 7,084,111 22,754,078 3,010,747 Liabilities Administrative expenses payable - - - Withdrawals payable - - - - - - Plan equity $7,084,111 $22,754,078 $3,010,747 Page 12A The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1994 RIT Trust Loans Unallocated Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $6,256,979 $ - $ - Unaffiliated issuers: Temporary investments 1,383 - - Mutual funds - - - Participant loans - 3,077,917 - Employer contributions receivable - - 4,028,631 Accrued interest and dividends receivable 15 - - Cash - - - 6,258,377 3,077,917 4,028,631 Liabilities Administrative expenses payable - - - Withdrawals payable - - - - - - Plan equity $6,258,377 $3,077,917 $4,028,631 Page 12B The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1995 Growth & Investment- Income McCormick Grade Bond Portfolio Total Stock Fund Fund Fund Additions Employer contributions $ 3,209,766 $ 729,743 $ 120,387 $ 315,824 Employee contributions 9,757,400 4,066,290 683,018 1,674,667 Earnings from investments: Dividends: McCormick & Company, Incorporated 1,788,884 1,585,651 - - Mutual funds 2,216,325 - 517,040 1,213,542 Interest income 312,702 32,301 1,434 3,192 Other, net (16,049) - - - 17,269,028 6,413,985 1,321,879 3,207,225 Interfund transfers - (1,148,539) (380,315) 2,789,247 Deductions Participant withdrawals 29,573,769 11,249,627 1,753,799 4,339,353 Administrative expenses 395,601 9,429 8,786 9,144 Other, net - - - - 29,969,370 11,259,056 1,762,585 4,348,497 Net realized gain (loss) 5,239,030 2,798,719 (173,034) 170,095 on investment Net unrealized appreciation (deprec.) of investments 25,351,357 11,784,523 573,034 4,698,987 Net increase (decrease) 17,890,045 8,589,632 (421,021) 6,517,057 Plan equity at beginning of year 134,361,088 61,753,378 8,071,975 18,321,874 Plan equity at end of year $152,251,133 $70,343,010 $ 7,650,954 $24,838,931 Page 13 The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1995 Retirement Long-Term Money Capital Market Appreciation Fund Fund PAYSOP RIT Trust Additions Employer contributions $ 94,408 $ 531,015 $ - $ - Employee contributions 503,779 2,829,646 - - Earnings from investments: Dividends: McCormick & Company, Incorporated - - 75,337 127,896 Mutual funds 377,069 108,674 - - Interest income 1,105 4,151 290 843 Other, net - - - - 976,361 3,473,486 75,627 128,739 Interfund transfers 2,180,180 1,126,557 (50,648) (351,082) Deductions Participant withdrawals 4,233,295 4,032,328 646,041 2,976,966 Administrative expenses 2,314 8,498 - - Other, net - - - - 4,235,609 4,040,826 646,041 2,976,966 Net realized gain (loss) - 238,281 396,921 1,808,048 on investment Net unrealized appreciation (deprec.) of investments - 8,560,549 297,935 (563,671) Net increase (decrease) (1,079,068) 9,358,047 73,794 (1,954,932) Plan equity at beginning of year 7,084,111 22,754,078 3,010,747 6,258,377 Plan equity at end of year $6,005,043 $32,112,125 $3,084,541 $4,303,445 Page 13A The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1995 Loans Unallocated Additions Employer contributions $ - $ 1,418,389 Employee contributions - - Earnings from investments: Dividends: McCormick & Company, Incorporated - - Mutual funds - - Interest income 269,386 - Other, net (16,049) - 253,337 1,418,389 Interfund transfers (106,472) (4,058,928) Deductions Participant withdrawals 342,360 - Administrative expenses - 357,430 Other, net - - 342,360 357,430 Net realized gain (loss) - - on investment Net unrealized appreciation (deprec.) of investments - - Net increase (decrease) (195,495) (2,997,969) Plan equity at beginning of year 3,077,917 4,028,631 Plan equity at end of year $2,882,422 $1,030,662 Page 13B The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1994 Interest Balanced McCormick Income Equity Total Stock Fund Fund Fund Additions Employer contributions $ 6,259,953 $ 813,828 $ - $ - Employee contributions 10,660,749 4,835,079 - - Earnings from investments: Dividends: McCormick & Company, Incorporated 1,763,800 1,516,309 - - Mutual funds 2,936,437 - - - Interest income 271,349 47,879 12,570 7,167 Other receipts 108,724 - - - 22,001,012 7,213,095 12,570 7,167 Interfund transfers - (21,264,348) (14,053,008) (5,467,990) Deductions Participant withdrawals 7,896,638 3,929,115 (453) - Administrative expenses 243,886 1,295 (10,547) 217 Other disbursements - - - - 8,140,524 3,930,410 (11,000) 217 Net realized gain (loss) on investment 19,624,604 12,578,817 - - Net unrealized depreciation of investments (38,934,219) (26,331,383) - - Net (decrease) increase (5,449,127) (31,734,229) (14,029,438) (5,461,040) Plan equity at beginning of year 139,810,215 93,487,607 14,029,438 5,461,040 Plan equity at end of year $134,361,088 $61,753,378 $ - $ - Page 14 The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1994 Growth & Retirement Long-Term Investment- Income Money Capital Grade Bond Portfolio Market Appreciation Fund Fund Fund Fund Additions Employer contributions $ 161,500 $ 356,072 $ 64,516 $ 586,275 Employee contributions 823,995 1,797,993 322,551 2,881,131 Earnings from investments: Dividends: McCormick & Company, Incorporated - - - - Mutual funds 686,294 958,325 223,912 1,067,906 Interest income 943 1,770 1,151 2,427 Other receipts - - - - 1,672,732 3,114,160 612,130 4,537,739 Interfund transfers 8,265,351 16,988,009 7,193,334 20,534,683 Deductions Participant withdrawals 727,444 1,117,579 720,098 855,268 Administrative expenses 6,000 1,906 1,255 4,590 Other disbursements - - - - 733,444 1,119,485 721,353 859,858 Net realized gain (loss) on investment (221,425) 17,871 - (2,844) Net unrealized depreciation of investments (911,239) (678,681) - (1,455,642) Net (decrease) increase 8,071,975 18,321,874 7,084,111 22,754,078 Plan equity at beginning of year - - - - Plan equity at end of year $8,071,975 $18,321,874 $7,084,111 $22,754,078 Page 14A The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1994 PAYSOP RIT Trust Loans Unallocated Additions Employer contributions $ - $ - $ - $4,277,762 Employee contributions - - - - Earnings from investments: Dividends: McCormick & Company, Incorporated 76,969 170,522 - - Mutual funds - - - - Interest income 452 4,750 192,240 - Other receipts - - 108,724 - 77,421 175,272 300,964 4,277,762 Interfund transfers (1,207,000) (6,584,533) 416,995 (4,821,493) Deductions Participant withdrawals 88,475 459,112 - - Administrative expenses - (1,025) - 240,195 Other disbursements - - - - 88,475 458,087 - 240,195 Net realized gain (loss) on investment 970,785 6,281,400 - - Net unrealized depreciation of investments (1,688,534) (7,868,740) - - Net (decrease) increase (1,935,803) (8,454,688) 717,959 (783,926) Plan equity at beginning of year 4,946,550 14,713,065 2,359,958 4,812,557 Plan equity at end of year $3,010,747 $ 6,258,377 $3,077,917 $4,028,631 Page 14B The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1993 Interest Balanced McCormick Income Equity Total Stock Fund Fund Fund Additions Employer contributions $ 6,512,133 $ 1,393,315 $ - $ - Employee contributions 8,414,243 7,349,700 1,064,543 - Earnings from investments: Dividends: McCormick & Company, Incorporated 2,070,382 1,675,307 - - Mutual funds 138,528 - - 138,528 Interest income 954,826 22,026 728,885 69,645 Other receipts 292 - 292 - 18,090,404 10,440,348 1,793,720 208,173 Interfund transfers - 2,934,963 905,489 71,750 Deductions Participant withdrawals 8,338,081 4,362,874 943,017 446,172 Administrative expenses 368,741 7,829 49,302 3,843 Other disbursements 1,390 1,390 - - 8,708,212 4,372,093 992,319 450,015 Net realized gain on investment 4,231,911 1,589,177 253,209 400,770 Net unrealized depreciation of investments (28,080,518) (20,999,942) (75,192) (219,298) Net (decrease) increase (14,466,415) (10,407,547) 1,884,907 11,380 Plan equity at beginning of year 154,276,630 103,895,154 12,144,531 5,449,660 Plan equity at end of year $139,810,215 $ 93,487,607 $14,029,438 $5,461,040 Page 15 The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1993 PAYSOP RIT Trust Loans Unallocated Additions Employer contributions $ - $ - $ - $5,118,818 Employee contributions - - - - Earnings from investments: Dividends: McCormick & Company, Incorporated 95,079 299,996 - - Mutual funds - - - - Interest income 49 806 133,415 - Other receipts - - - - 95,128 300,802 133,415 5,118,818 Interfund transfers (1,618) - 381,819 (4,292,403) Deductions Participant withdrawals 201,697 2,384,321 - - Administrative expenses 419 1,087 - 306,261 Other disbursements - - - - 202,116 2,385,408 - 306,261 Net realized gain on investment 257,790 1,730,965 - - Net unrealized depreciation of investments (1,399,103) (5,386,983) - - Net (decrease) increase (1,249,919) (5,740,624) 515,234 520,154 Plan equity at beginning of year 6,196,469 20,453,689 1,844,724 4,292,403 Plan equity at end of year $4,946,550 $14,713,065 $2,359,958 $4,812,557 Page 15A The McCormick Profit Sharing Plan and PAYSOP Item 27a--Schedule of Assets Held for Investment Purposes November 30, 1995 Shares Cost Market Description Held Value Value Temporary investments: Norwest Short Term Investment Fund 558,657 $ 558,657 $ 558,657 McCormick & Company, Incorporated: Common stock 3,268,117 43,420,384 77,209,267 Fidelity Investments Mutual Funds: Investment Grade Bond Fund 1,043,080 7,970,883 7,635,346 Growth & Income Portfolio Fund 928,088 20,781,178 24,779,958 Retirement Money Market Fund 5,978,029 5,978,029 5,978,029 Long-Term Capital Appreciation Fund 348,485 24,960,450 32,057,145 (Magellan Fund) Participant loans (average interest rate of 9%) 2,882,406 2,882,406 $106,551,987 $151,100,808 Page 16 THE McCORMICK PROFIT SHARING PLAN & PAYSOP Item 27d - Schedule of Reportable Transactions Account Number 1277890C For the period 12/01/94 SCHEDULE L-1 through 11/30/95 5% REPORTABLE TRANSACTIONS Page 7 SINGLE TRANSACTIONS Beginning Value $130,325,545 A. Identity of F. I. Party Involved C. D. Expenses G. H. Net B. Description Purchase Selling Incurred Cost of Current Gain of Security Price Price w/Trades Security Value or Loss ***No single reportable transactions. Page 17 THE McCORMICK PROFIT SHARING PLAN & PAYSOP Item 27d - Schedule of Reportable Transactions Account Number 1277890C For the period 12/01/94 SCHEDULE L-2 through 11/30/95 5% REPORTABLE TRANSACTIONS Page 8 SERIES OF TRANSACTIONS IN THE SAME SECURITY Beginning Value $130,325,545 B. Description of C. Purchase D. Selling F. Expenses Incurred w/Trades Security Price Price Purchases Sales Total Norwest Short Term Investment Fund $28,838,933 $28,769,981 Number of Trades/ % of Beginning Value 482/ 22.13% 411/ 22.08% Fidelity Magellan Fund, Inc. $ 3,998,824 $ 3,177,745 Number of Trades/ % of Beginning Value 31/ 3.07% 13/ 2.44% Fidelity Money Mkt Tr Retirement Money Mkt Portfolio $ 3,053,169 $ 4,080,250 Number of Trades/ % of Beginning Value 42/ 2.34% 20/ 3.13% Fidelity Secs Fund Growth & Income Portfolio $ 5,253,242 $ 3,468,065 Number of Trades/ % of Beginning Value 37/ 4.03% 18/ 2.66% McCormick & Co., Inc. Common Voting $ 4,417,424 $ 8,765,133 Number of Trades/ % of Beginning Value 32/ 3.39% 31/ 6.73% Page 18 THE McCORMICK PROFIT SHARING PLAN & PAYSOP Item 27d - Schedule of Reportable Transactions Account Number 1277890C For the period 12/01/94 SCHEDULE L-2 through 11/30/95 5% REPORTABLE TRANSACTIONS Page 8 SERIES OF TRANSACTIONS IN THE SAME SECURITY Beginning Value $130,325,545 B. Description of G. Cost of H. Current I. Net Gain Security Security Value or Loss Norwest Short Term Investment Fund $28,769,981 $57,608,914 Number of Trades/ % of Beginning Value 893/ 44.20% Fidelity Magellan Fund, Inc. $ 2,939,464 $ 7,176,569 $ 238,281 Number of Trades/ % of Beginning Value 44/ 5.51% Fidelity Money Mkt Tr Retirement Money Mkt Portfolio $ 4,080,250 $ 7,133,420 Number of Trades/ % of Beginning Value 62/ 5.47% Fidelity Secs Fund Growth & Income Portfolio $ 3,297,970 $ 8,721,307 $ 170,095 Number of Trades/ % of Beginning Value 55/ 6.69% McCormick & Co., Inc. Common Voting $ 4,264,534 $13,182,557 $4,500,599 Number of Trades/ % of Beginning Value 63/ 10.12% Page 18A THE McCORMICK PROFIT SHARING PLAN & PAYSOP Item 27d - Schedule of Reportable Transactions Account Number 1277890C For the period 12/01/94 SCHEDULE L-3 through 11/30/95 5% REPORTABLE TRANSACTIONS Page 9 SERIES OF TRANSACTIONS WITH THE SAME PARTY Beginning Value $130,325,545 INVOLVED WITH A 5% TRANSACTION A. Identity of F. I. Party Involved C. D. Expenses G. H. Net B. Description Purchase Selling Incurred Cost of Current Gain of Security Price Price w/Trades Security Value or Loss ***No reportable transactions. Page 19 Exhibit--Consent of Independent Auditors We consent to the incorporation by reference in the following Registration Statements of McCormick & Company, Incorporated and subsidiaries and in the related Prospectuses (if applicable) of our report dated May 23, 1996, with respect to the financial statements and supplemental schedules of The McCormick Profit Sharing Plan and PAYSOP for the year ended November 30, 1995 included under Item 14., Exhibits, Financial Statement Schedules, and Reports on Form 8-K in this Form 10-K/A, No. 1. Form Registration Number Date Filed S-8 33-58197 3/23/95 S-3 33-66614 7/27/93 S-3 33-40920 5/29/91 S-8 33-33724 3/02/90 S-8 33-33725 3/02/90 S-3 33-32712 12/21/89 S-8 33-24660 3/16/89 S-8 33-24658 9/15/88 ERNST & YOUNG LLP Baltimore, Maryland May 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----