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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
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