-----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, SeipbrOx8WmuGTGjPipoqWCt3hqUt3BmHKzDRnvTaMadnl1ohkxVnf6hMcnV9XiJ lUB+nW9IzHffX8Al/+TRdQ== 0000063754-97-000019.txt : 19970529 0000063754-97-000019.hdr.sgml : 19970529 ACCESSION NUMBER: 0000063754-97-000019 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970528 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: 97615303 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 11/30/96 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, 1996 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 [ ] 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 . . . . . . . . . . . . $182,641,709 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, 1997 was 7,379,463. 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, 1997, $24.75. Class Number of Shares Outstanding Date Common Stock 10,987,195 1/31/97 Common Stock Non-Voting 65,802,523 1/31/97 DOCUMENTS INCORPORATED BY REFERENCE Document Part of 10-K into which incorporated Registrant's 1996 Annual Report to Part I, Part II, Part IV Stockholders Registrant's Proxy Statement dated 2/19/97 Part III, Part IV EX-99 2 11-K 11/30/96 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, 1996 THE McCORMICK PROFIT SHARING PLAN (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 DATE: 5/28/97 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 Years ended November 30, 1996 and 1995 with Report of Independent Auditors The McCormick Profit Sharing Plan Audited Financial Statements and Supplemental Schedules Years ended November 30, 1996 and 1995 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 as of November 30, 1996 and 1995, and the related statements of changes in plan equity for each of the three years in the period ended November 30, 1996. We have also audited the schedules of allocation of plan equity to investment programs as of November 30, 1996 and 1995 and allocation of changes in plan equity to investment programs for each of the three years in the period ended November 30, 1996. 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 at November 30, 1996 and 1995, and the changes in plan equity for each of the three years in the period ended November 30, 1996, 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, 1996, 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 12, 1997 Page 1 The McCormick Profit Sharing Plan Statements of Financial Condition November 30 1996 1995 Assets Investments: Securities--at market value: McCormick & Company, Incorporated-- Common stock $ 75,147,648 $ 77,209,267 Unaffiliated Issuers: Temporary investments 460 558,657 Mutual Funds 88,822,519 70,450,478 Participant loans 2,718,336 2,882,406 Total investments 166,688,963 151,100,808 Receivables: Accrued interest and dividends 61,220 2,141 Employer contributions 1,250,022 1,030,662 Total receivables 1,311,242 1,032,803 Cash 121,999 117,522 168,122,204 152,251,133 Liabilities Cash overdrafts 3,082,666 - 3,082,666 - Plan equity $165,039,538 $152,251,133 See accompanying notes. Page 2 The McCormick Profit Sharing Plan Statements of Changes in Plan Equity Year ended November 30 1996 1995 1994 Additions Employer contributions $ 3,148,413 $ 3,209,766 $ 6,259,953 Employee contributions 9,236,115 9,757,400 10,660,749 Earnings from investments: Dividends: McCormick & Company, Incorporated 1,772,793 1,788,884 1,763,800 Mutual funds 9,733,786 2,216,325 2,936,437 Interest income 279,869 312,702 271,349 Other, net (165,205) (16,049) 108,724 24,005,771 17,269,028 22,001,012 Deductions Participant withdrawals 15,724,081 29,573,769 7,896,638 Administrative expenses 289,142 395,601 243,886 16,013,223 29,969,370 8,140,524 Net realized gain on investments 2,877,954 5,239,030 19,624,604 Net unrealized appreciation (depreciation) of investments 1,917,903 25,351,357 (38,934,219) Net increase (decrease) 12,788,405 17,890,045 (5,449,127) Plan equity at beginning of year 152,251,133 134,361,088 139,810,215 Plan equity at end of year $165,039,538 $152,251,133 $134,361,088 See accompanying notes. Page 3 The McCormick Profit Sharing Plan Notes to Financial Statements 1. Significant Accounting Policies The financial statements of The McCormick Profit Sharing Plan (the Plan) are prepared on the accrual basis of accounting. The Plan changed its name from the McCormick Profit Sharing Plan and PAYSOP to the McCormick Profit Sharing Plan in 1996. 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 $245,986, $357,430 and $240,195 in 1996, 1995 and 1994, respectively, from the cash deposit of its contributions to the Plan to offset a portion of the administrative costs incurred on behalf of the Plan. These expenses are included in the administrative expenses in the Statement of Changes in Plan Equity. Direct expenses are paid by the Plan. 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 amounts reported in the financial statements and accompanying notes. Actual amounts could differ from these estimates. Page 4 The McCormick Profit Sharing Plan 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. Participating employees can make elective pretax contributions to the Plan through regular payroll deductions. If an employee authorized 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 participation 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. The Company and participating subsidiaries may also make contributions to the Plan for amounts 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. A Payroll Based Stock Ownership Plan (PAYSOP) was made possible by a section of the Internal Revenue Code that allowed the Company to contribute shares of voting stock to employees. The Company has not made a PAYSOP contribution since the elimination of the PAYSOP tax credit in the Tax Reform Act of 1986. Any account balances in this fund were moved to the applicable participants' Profit Sharing Plan accounts as of November 1, 1996. As of November 1, 1996, the Plan converted to daily valuation processing. It also 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 Fidelity Retirement Money Market Portfolio and the Fidelity Investment Grade Bond Fund were liquidated in October 1996. The proceeds were transferred to the T. Rowe Price Prime Reserve Fund and to the Bond Fund of America, respectively. In the attached Schedule of Allocation of Changes in Plan Equity to Investment Programs (Schedule III) for the year ended November 30, 1996, the activity for the money market funds was combined and the activity of the bond funds has also been combined. Page 5 The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) As of November 30, 1996, the following investment funds were available: McCormick Stock Fund - This fund invests principally in the common stock of McCormick & Company, Inc., the Plan sponsor. Balanced Fund - The balanced fund seeks conservation of capital, current income and long-term growth of capital and income by investing in stocks, bonds, and other fixed-income securities. This fund invests principally in the American Balanced Fund. Small Cap Value Fund - This fund seeks long-term growth of capital through investments in small companies which have low debt, strong growth prospects and are potentially undervalued. This fund invests principally in the T. Rowe Price Small Cap Value Fund. International Growth Fund - This international fund seeks long-term growth of capital by investing in companies based outside the United States. This fund invests principally in the American Europacific Growth Fund. The Bond Fund - The bond fund seeks as high a level of current income as is consistent with preservation of capital. This fund invests primarily in the Bond Fund of America. Growth & Income Portfolio Fund - This growth and income 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. The principal investment is in the Fidelity Growth & Income Portfolio Fund. Long-Term Capital Appreciation Fund - This 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. This fund invests principally in the Fidelity Magellan Fund. Page 6 The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) Money Market Fund - As a money market fund, this fund is managed to maintain a stable $1 share price (although it is not guaranteed). The value of the fund's shares is neither insured nor guaranteed by the U.S. Government. This fund invests principally in the T. Rowe Price Prime Reserve Fund. 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 12 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 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. 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 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 or the income of the Plan until amounts are distributed to them. Page 7 The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 4. Investments During 1996, 1995 and 1994, the Plan's investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in fair value by $4,795,857, $30,590,387 and $(19,309,615), respectively, as follows: Net Fair Value Appreciation at End During Year of Year Year ended November 30, 1996 Fair value as determined by quoted market prices: McCormick & Company, Incorporated: Common stock $ 2,731,134 $ 75,147,648 Unaffiliated issuers: Temporary investments - 460 Mutual funds 2,064,723 88,822,519 Participant loans - 2,718,336 Total $ 4,795,857 $166,688,963 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 Page 8 The McCormick Profit Sharing Plan Notes to Financial Statements (continued) 4. Investments (continued) 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 The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: November 30 1996 1995 McCormick & Company, Incorporated Common stock $75,147,648 $77,209,267 Fidelity Investments Mutual funds: Investment Grade Bond Fund - 7,635,346 Growth & Income Portfolio Fund 35,422,622 24,779,958 Long-Term Capital Appreciation Fund (Magellan) 36,255,279 32,057,145 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 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, 1996, 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 $ 21,180 $ 279,869 $ (258,689) 32b(1)(F) Interest--Other loans 187,391 - 187,391 N/A Dividends--Mutual funds - 9,733,786 (9,733,786) 32b(4)(C) Net gain(loss) on sale of assets (193,220) 2,877,954 (3,071,174) 32b(5) Unrealized appreciation 3,918,703 1,917,903 2,000,800 32b(10) Registered investment companies 10,875,458 - 10,875,458 $14,809,512 $14,809,512 $ - The differences result 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 Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1996 Growth & Income McCormick Bond Portfolio Total Stock Fund Fund Fund Assets Investments: Securities--at market value: McCormick & Company, Incorporated-Common stock $ 75,147,648 $75,147,648 $ - $ - Unaffiliated issuers: Temporary investments 460 460 - - Mutual funds 88,822,519 - 6,985,165 35,422,622 Participant loans 2,718,336 - - - Employer contributions receivable 1,250,022 - - - Accrued interest and dividends receivable 61,220 950 36,118 - Cash 121,999 1 121,998 - 168,122,204 75,149,059 7,143,281 35,422,622 Liabilities Cash overdrafts 3,082,666 2,254,924 - 24,858 3,082,666 2,254,924 - 24,858 Plan equity $165,039,538 $72,894,135 $7,143,281 $35,397,764 Page 11 The McCormick Profit Sharing Plan Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1996 Long-Term Money Capital Small Cap Market Appreciation Balanced Value Fund Fund Fund Fund Assets Investments: Securities--at market value: McCormick & Company, Incorporated-Common stock $ - $ - $ - $ - Unaffiliated issuers: Temporary investments - - - - Mutual funds 5,941,152 36,255,279 1,145,443 2,056,100 Participant loans - - - - Employer contributions receivable - - - - Accrued interest and dividends receivable 24,152 - - - Cash - - - - 5,965,304 36,255,279 1,145,443 2,056,100 Liabilities Cash overdrafts 167,556 292,823 767 283,024 167,556 292,823 767 283,024 Plan equity $5,797,748 $35,962,456 $1,144,676 $1,773,076 Page 11A The McCormick Profit Sharing Plan Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1996 International Growth Fund Loans Unallocated Assets Investments: Securities--at market value: McCormick & Company, Incorporated-Common stock $ - $ - $ - Unaffiliated issuers: Temporary investments - - - Mutual funds 1,016,758 - - Participant loans - 2,718,336 - Employer contributions receivable - - 1,250,022 Accrued interest and dividends receivable - - - Cash - - - 1,016,758 2,718,336 1,250,022 Liabilities Cash overdrafts 57,068 1,646 - 57,068 1,646 - Plan equity $ 959,690 $2,716,690 $1,250,022 Page 11B The McCormick Profit Sharing Plan 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 12 The McCormick Profit Sharing Plan 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 12A The McCormick Profit Sharing Plan 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 12B The McCormick Profit Sharing Plan Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1996 Growth & Income McCormick Bond Portfolio Total Stock Fund Fund Fund Additions Employer contributions $ 3,148,413 $ 626,296 $ 112,692 $ 316,593 Employee contributions 9,236,115 3,622,342 622,324 1,753,540 Earnings from investments: Dividends: McCormick & Company, Incorporated 1,772,793 1,647,339 - - Mutual funds 9,733,786 - 459,886 1,882,382 Interest income 279,869 20,873 36,691 3,975 Other, net (165,205) - - - 24,005,771 5,916,850 1,231,593 3,956,490 Interfund transfers - (310,648) (581,777) 5,184,249 Deductions Participant withdrawals 15,724,081 6,706,553 1,022,255 3,469,107 Administrative expenses 289,142 11,102 10,109 11,148 16,013,223 6,717,655 1,032,364 3,480,255 Net realized gain (loss) on investment 2,877,954 2,027,881 (540,567) 557,692 Net unrealized appreciation (deprec.) of investments 1,917,903 1,634,697 415,442 4,340,657 Net increase (decrease) 12,788,405 2,551,125 (507,673) 10,558,833 Plan equity at beginning of year 152,251,133 70,343,010 7,650,954 24,838,931 Plan equity at end of year $165,039,538 $72,894,135 $7,143,281 $35,397,764 Page 13 The McCormick Profit Sharing Plan Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1996 Long-Term Money Capital Small Cap Market Appreciation Balanced Value Fund Fund Fund Fund Additions Employer contributions $ 91,212 $ 484,409 $ 855 $ 2,913 Employee contributions 529,965 2,678,889 5,060 16,462 Earnings from investments: Dividends: McCormick & Company, Incorporated - - - - Mutual funds 290,701 7,100,817 - - Interest income 25,420 5,212 - - Other, net - - - - 937,298 10,269,327 5,915 19,375 Interfund transfers 109,089 (735,474) 1,113,501 1,716,589 Deductions Participant withdrawals 1,251,492 2,888,564 - - Administrative expenses 2,190 8,602 - - 1,253,682 2,897,166 - - Net realized gain (loss) on investment - 397,824 925 - Net unrealized appreciation (deprec.) of investments - (3,184,180) 24,335 37,112 Net increase (decrease) (207,295) 3,850,331 1,144,676 1,773,076 Plan equity at beginning of year 6,005,043 32,112,125 - - Plan equity at end of year $5,797,748 $35,962,456 $1,144,676 $1,773,076 Page 13A The McCormick Profit Sharing Plan Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1996 International Growth Fund PAYSOP RIT Trust Additions Employer contributions $ 1,321 $ - $ - Employee contributions 7,533 - - Earnings from investments: Dividends: McCormick & Company, Incorporated - 53,735 71,719 Mutual funds - - - Interest income - 92 215 Other, net - - - 8,854 53,827 71,934 Interfund transfers 935,353 (2,652,446) (3,609,505) Deductions Participant withdrawals - 85,831 234,516 Administrative expenses - 3 2 - 85,834 234,518 Net realized gain (loss) on investment - 94,790 339,409 Net unrealized appreciation (deprec.) of investments 15,483 (494,878) (870,765) Net increase (decrease) 959,690 (3,084,541) (4,303,445) Plan equity at beginning of year - 3,084,541 4,303,445 Plan equity at end of year $959,690 $ - $ - Page 13B The McCormick Profit Sharing Plan Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1996 Loans Unallocated Additions Employer contributions $ - $1,512,122 Employee contributions - - Earnings from investments: Dividends: McCormick & Company, Incorporated - - Mutual funds - - Interest income 187,391 - Other, net (165,205) - 22,186 1,512,122 Interfund transfers (122,155) (1,046,776) Deductions Participant withdrawals 65,763 - Administrative expenses - 245,986 65,763 245,986 Net realized gain (loss) - - on investment Net unrealized appreciation (deprec.) of investments - - Net increase (decrease) (165,732) 219,360 Plan equity at beginning of year 2,882,422 1,030,662 Plan equity at end of year $2,716,690 $1,250,022 Page 13C The McCormick Profit Sharing Plan 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 receipts, 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 14 The McCormick Profit Sharing Plan 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 14A The McCormick Profit Sharing Plan 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 14B The McCormick Profit Sharing Plan 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 15 The McCormick Profit Sharing Plan 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 15A The McCormick Profit Sharing Plan 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 15B The McCormick Profit Sharing Plan Item 27a--Schedule of Assets Held for Investment Purposes November 30, 1996 Shares Cost Market Description Held Value Value Temporary investments: Norwest Short Term Investment Fund 460 $460 $460 McCormick & Company, Incorporated: Common Stock 3,051,681 41,782,965 75,147,648 Mutual Fund Investments: Bond Fund of America 502,892 6,905,260 6,985,165 Fidelity Growth & Income Fund 1,131,713 27,086,940 35,422,622 T. Rowe Price Prime Reserve - Money Market Fund 5,941,152 5,941,152 5,941,152 Fidelity Magellan - Long-Term Capital Appreciation Fund 437,390 32,348,017 36,255,279 American Balanced Fund 73,285 1,121,109 1,145,443 T. Rowe Price Small Cap Value Fund 103,374 2,018,987 2,056,100 American EuroPacific - International Fund 38,397 1,001,275 1,016,758 Participant Loans (Average interest rate of 7%): 2,718,336 2,718,336 $120,924,501 $166,688,963 Page 16 THE McCORMICK PROFIT SHARING PLAN Item 27d - Schedule of Reportable Transactions Account Number 1277890C For the period 12/01/95 SCHEDULE L-1 through 11/30/96 5% REPORTABLE TRANSACTIONS SINGLE TRANSACTIONS Beginning Value $151,220,471 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 Item 27d - Schedule of Reportable Transactions Account Number 1277890C For the period 12/01/95 SCHEDULE L-2 through 11/30/96 5% REPORTABLE TRANSACTIONS SERIES OF TRANSACTIONS IN THE SAME SECURITY Beginning Value $151,220,471 B. Description of C. Purchase D. Selling F. Expenses Incurred w/Trades Security Price Price Purchases Sales Total Norwest Short Term Investment Fund $22,683,318 $23,241,515 Number of Trades/ % of Beginning Value 414/ 15.00% 317/ 15.37% Fidelity Magellan Fund, Inc. $12,516,896 $ 5,504,569 Number of Trades/ % of Beginning Value 35/ 8.28% 23/ 3.64% Fidelity Money Mkt Tr Retirement Money Mkt Portfolio $ 1,803,538 $ 7,781,567 Number of Trades/ % of Beginning Value 30/ 1.19% 19/ 5.15% Fidelity Secs Fund Growth & Income Portfolio $ 8,375,054 $ 2,597,969 Number of Trades/ % of Beginning Value 38/ 5.54% 16/ 1.72% Bond Fund of America, Inc. $ 7,509,814 $ 608,566 Number of Trades/ % of Beginning Value 7/ 4.97% 11/ 0.40% Fidelity Fixed Income Tr Investment Grade Bond Fund $ 972,191 $ 8,398,494 Number of Trades/ % of Beginning Value 30/ 0.64% 17/ 5.55% Page 18 THE McCORMICK PROFIT SHARING PLAN Item 27d - Schedule of Reportable Transactions Account Number 1277890C For the period 12/01/95 SCHEDULE L-2 through 11/30/96 5% REPORTABLE TRANSACTIONS SERIES OF TRANSACTIONS IN THE SAME SECURITY Beginning Value $151,220,471 B. Description of G. Cost of H. Current I. Net Gain Security Security Value or Loss Norwest Short Term Investment Fund $23,241,515 $45,924,833 Number of Trades/ % of Beginning Value 731/ 30.37% Fidelity Magellan Fund, Inc. $ 5,106,744 $18,021,464 $ 397,825 Number of Trades/ % of Beginning Value 58/ 11.92% Fidelity Money Mkt Tr Retirement Money Mkt Portfolio $ 7,781,567 $ 9,585,105 Number of Trades/ % of Beginning Value 49/ 6.34% Fidelity Secs Fund Growth & Income Portfolio $ 2,040,277 $10,973,023 $ 557,692 Number of Trades/ % of Beginning Value 54/ 7.26% Bond Fund of America, Inc. Common Voting $ 604,554 $ 8,118,380 $ 4,013 Number of Trades/ % of Beginning Value 18/ 5.37% Fidelity Fixed Income Tr Investment Grade Bond Fund $ 8,943,074 $ 9,370,686 $(544,579) Number of Trades/ % of Beginning Value 47/ 6.20% Page 18A THE McCORMICK PROFIT SHARING PLAN Item 27d - Schedule of Reportable Transactions Account Number 1277890C For the period 12/01/95 SCHEDULE L-3 through 11/30/96 5% REPORTABLE TRANSACTIONS SERIES OF TRANSACTIONS WITH THE SAME PARTY Beginning Value $151,220,471 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 12, 1997, with respect to the financial statements and schedules of The McCormick Profit Sharing Plan for the year ended November 30, 1996 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 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----