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 ]
<PAGE>
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
<PAGE>
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)
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
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
<PAGE>
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
<PAGE>
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<PAGE>
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<PAGE>
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
<PAGE>
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
<PAGE>
