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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year
ended November 30, 1997 Commission file number 0-748
McCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 52-0408290
(State of incorporation) (I.R.S. Employer
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: N/A
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 ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant . . . . . . . . . . $ 204,420,144
The aggregate market value of the non-voting stock held by non-
affiliates of the registrant . . . . . . . . . . $1,847,529,347
The aggregate market value indicated above was calculated as
follows:
The number of shares of voting stock and non-voting stock held by
non-affiliates of the registrant as of January 30, 1998 was
7,003,688 and 63,298,650 respectively. This number excludes
shares held by the McCormick Profit Sharing Plan 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 30, 1998, $29.1875.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
Class Number of Shares Outstanding Date
Common Stock 10,063,999 1/30/98
Common Stock Non-Voting 63,594,106 1/30/98
DOCUMENTS INCORPORATED BY REFERENCE
Document Part of 10-K into
which incorporated
Registrant's 1997 Annual Report to
Stockholders.......................... Part I, Part II, Part IV
Registrant's Proxy Statement dated
2/18/98 .............................. 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, 1997
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: 5/28/98 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, 1997 and 1996
with Report of Independent Auditors
The McCormick Profit Sharing Plan
Audited Financial Statements and Supplemental Schedules
Years ended November 30, 1997 and 1996
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
Line 27a--Schedule of Assets Held for Investment Purposes.................16
Line 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, 1997 and 1996, and the
related statements of changes in plan equity for each of the three years in
the period ended November 30, 1997. We have also audited the schedules of
allocation of plan equity to investment programs as of November 30, 1997 and
1996 and allocation of changes in plan equity to investment programs for each
of the three years in the period ended November 30, 1997. 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, 1997 and 1996, and the changes in plan equity
for each of the three years in the period ended November 30, 1997, 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 fund information in the
allocation of plan equity to investment programs as of November 30, 1997, and
the allocation of changes in plan equity to investment programs for the year
then ended (fund information), and the supplemental schedules of assets held
for investment purposes as of November 30, 1997, 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 fund information and 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 15, 1998
Page 1
The McCormick Profit Sharing Plan
Statements of Financial Condition
November 30
1997 1996
Assets
Investments:
Securities--at market value:
McCormick & Company, Incorporated--
Common stock $ 68,129,676 $ 75,147,648
Unaffiliated Issuers:
Temporary investments 797,012 460
Mutual Funds 117,594,801 88,822,519
Participant loans 3,248,582 2,718,336
Total investments 189,770,071 166,688,963
Receivables:
Accrued interest and dividends 3,690 61,220
Employer contributions 2,551,493 1,250,022
Total receivables 2,555,183 1,311,242
Cash 147,742 121,999
192,472,996 168,122,204
Liabilities
Cash overdrafts 30,616 3,082,666
Plan equity $192,442,380 $165,039,538
See accompanying notes.
Page 2
The McCormick Profit Sharing Plan
Statements of Changes in Plan Equity
Year ended November 30
1997 1996 1995
Additions
Employer contributions $ 4,511,700 $ 3,148,413 $ 3,209,766
Employee contributions 8,981,750 9,236,115 9,757,400
Earnings from investments:
Dividends:
McCormick & Company, Incorporated 1,646,897 1,772,793 1,788,884
Mutual funds 4,387,254 9,733,786 2,216,325
Interest income 308,864 279,869 312,702
Other, net 458,999 (165,205) (16,049)
20,295,464 24,005,771 17,269,028
Deductions
Participant withdrawals 12,867,963 15,724,081 29,573,769
Administrative expenses 295,958 289,142 395,601
13,163,921 16,013,223 29,969,370
Net realized gain on investments 12,096,189 2,877,954 5,239,030
Net unrealized appreciation
of investments 8,175,110 1,917,903 25,351,357
Net increase 27,402,842 12,788,405 17,890,045
Plan equity at beginning of year 165,039,538 152,251,133 134,361,088
Plan equity at end of year $192,442,380 $165,039,538 $152,251,133
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 $243,412,
$245,986 and $357,430 in 1997, 1996 and 1995, 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 Summary Plan
Description and in Registration Statement No. 33-23727 on Form S-8 filed with
the Securities and Exchange Commission on March 21, 1997. 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 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.
The Company and participating subsidiaries may also make additional
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.
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.
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 credit in the Tax Reform Act of 1986.
Any account balances in this fund were transferred to the applicable
participant's Profit Sharing Plan account as of November 1, 1996. Before
December 1, 1974, the Company's profit sharing contributions were placed in
the Retirement Income Trust (RIT). Contributions to that Trust have been
discontinued and any account balances in this fund were transferred to the
applicable participants' Profit Sharing Plan account as of November 1, 1996.
Page 5
The McCormick Profit Sharing Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
As of November 30, 1997, 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. 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.
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.
Page 6
The McCormick Profit Sharing Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
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
contributed 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 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.
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 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 1997, 1996 and 1995, the Plan's investments (including investments
bought, sold, or held throughout the year) appreciated in fair value by
$20,271,299, $4,795,857 and $30,590,387, respectively, as follows:
Net Fair Value
Appreciation at End
During Year of Year
Year ended November 30, 1997
Fair value as determined by quoted market prices:
McCormick & Company, Incorporated:
Common stock $ 4,997,458 $ 68,129,676
Unaffiliated issuers:
Temporary investments - 797,012
Mutual funds 15,273,841 117,594,801
Participant loans - 3,248,582
Total $20,271,299 $189,770,071
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
Page 8
The McCormick Profit Sharing Plan
Notes to Financial Statements (continued)
4. Investments (continued)
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
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
November 30
1997 1996
McCormick & Company, Incorporated Common stock $68,129,676 $75,147,648
Fidelity Investments Mutual funds:
Growth & Income Portfolio Fund 47,132,535 35,422,622
Long-Term Capital Appreciation Fund (Magellan) 39,993,784 36,255,279
T. Rowe Price Small Cap Value Fund 9,989,750 -
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, 1997, 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 $ 25,316 $ 308,864 $ (283,548)
32b(1)(F) Interest--Other loans 277,744 - 277,744
N/A Dividends--Mutual funds - 4,387,254 (4,387,254)
32b(4)(C) Net gain on sale of assets 525,719 12,096,189 (11,570,470)
32b(5) Unrealized appreciation 4,477,544 8,175,110 (3,697,566)
32b(10) Registered investment
companies 19,661,094 - 19,661,094
$24,967,417 $24,967,417 $ -
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, 1997
Small Cap
McCormick Balanced Value
Total Stock Fund Fund Fund
Assets
Investments:
Securities--at market value:
McCormick & Company,
Incorporated-Common stock $ 68,129,676 $68,129,676 $ - $ -
Unaffiliated issuers:
Temporary investments 797,012 797,012 - -
Mutual funds 117,594,801 - 2,850,920 9,989,750
Participant loans 3,248,582 - - -
Employer contributions
receivable 2,551,493 - - -
Accrued interest and dividends
receivable 3,690 3,690 - -
Cash 147,742 1 - -
192,472,996 68,930,379 2,850,920 9,989,750
Liabilities
Cash overdrafts 30,616 - 8,366 3,757
Plan equity $192,442,380 $68,930,379 $2,842,554 $9,985,993
Page 11
The McCormick Profit Sharing Plan
Schedule II--Allocation of Plan Equity to Investment Programs
November 30, 1997
Inter- Growth &
national Income Money
Growth Portfolio Market
Fund Bond Fund Fund Fund
Assets
Investments:
Securities--at market value:
McCormick & Company,
Incorporated-Common stock $ - $ - $ - $ -
Unaffiliated issuers:
Temporary investments - - - -
Mutual funds 3,232,324 7,748,282 47,132,535 6,647,206
Participant loans - - - -
Employer contributions
receivable - - - -
Accrued interest and dividends
receivable - - - -
Cash 15,742 110,295 - -
3,248,066 7,858,577 47,132,535 6,647,206
Liabilities
Cash overdrafts - - 9,986 8,449
Plan equity $3,248,066 $7,858,577 $47,122,549 $6,638,757
Page 11A
The McCormick Profit Sharing Plan
Schedule II--Allocation of Plan Equity to Investment Programs
November 30, 1997
Long-Term
Capital
Appreciation
Fund Loans Unallocated
Assets
Investments:
Securities--at market value:
McCormick & Company,
Incorporated-Common stock $ - $ - $ -
Unaffiliated issuers:
Temporary investments - - -
Mutual funds 39,993,784 - -
Participant loans - 3,248,582 -
Employer contributions
receivable - - 2,551,493
Accrued interest and dividends
receivable - - -
Cash 21,704 - -
40,015,488 3,248,582 2,551,493
Liabilities
Cash overdrafts - 58 -
Plan equity $40,015,488 $3,248,524 $2,551,493
Page 11B
The McCormick Profit Sharing Plan
Schedule II--Allocation of Plan Equity to Investment Programs
November 30, 1996
Small Cap
McCormick Balanced Value
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 - 1,145,443 2,056,100
Participant loans 2,718,336 - - -
Employer contributions
receivable 1,250,022 - - -
Accrued interest and dividends
receivable 61,220 950 - -
Cash 121,999 1 - -
168,122,204 75,149,059 1,145,443 2,056,100
Liabilities
Cash overdrafts 3,082,666 2,254,924 767 283,024
Plan equity $165,039,538 $72,894,135 $1,144,676 $1,773,076
Page 12
The McCormick Profit Sharing Plan
Schedule II--Allocation of Plan Equity to Investment Programs
November 30, 1996
Inter- Growth &
national Income Money
Growth Portfolio Market
Fund Bond Fund Fund Fund
Assets
Investments:
Securities--at market value:
McCormick & Company,
Incorporated-Common stock $ - $ - $ - $ -
Unaffiliated issuers:
Temporary investments - - - -
Mutual funds 1,016,758 6,985,165 35,422,622 5,941,152
Participant loans - - - -
Employer contributions
receivable - - - -
Accrued interest and dividends
receivable - 36,118 - 24,152
Cash - 121,998 - -
1,016,758 7,143,281 35,422,622 5,965,304
Liabilities
Cash overdrafts 57,068 - 24,858 167,556
Plan equity $ 959,690 $7,143,281 $35,397,764 $5,797,748
Page 12A
The McCormick Profit Sharing Plan
Schedule II--Allocation of Plan Equity to Investment Programs
November 30, 1996
Long-Term
Capital
Appreciation
Fund Loans Unallocated
Assets
Investments:
Securities--at market value:
McCormick & Company,
Incorporated-Common stock $ - $ - $ -
Unaffiliated issuers:
Temporary investments - - -
Mutual funds 36,255,279 - -
Participant loans - 2,718,336 -
Employer contributions
receivable - - 1,250,022
Accrued interest and dividends
receivable - - -
Cash - - -
36,255,279 2,718,336 1,250,022
Liabilities
Cash overdrafts 292,823 1,646 -
Plan equity $35,962,456 $2,716,690 $1,250,022
Page 12B
The McCormick Profit Sharing Plan
Schedule III--Allocation of Changes in Plan Equity to Investment Programs
Year Ended November 30, 1997
Small Cap
McCormick Balanced Value
Total Stock Fund Fund Fund
Additions
Employer contributions $ 4,511,700 $ 449,193 $ 19,092 $ 72,521
Employee contributions 8,981,750 2,540,813 115,459 439,533
Earnings from investments:
Dividends:
McCormick & Company,
Incorporated 1,646,897 1,646,897 - -
Mutual funds 4,387,254 - 146,604 159,501
Interest income 308,864 25,316 66 193
Other, net 458,999 - - -
20,295,464 4,662,219 281,221 671,748
Interfund transfers - (7,631,045) 1,281,433 6,191,855
Deductions
Participant withdrawals 12,867,963 5,983,418 70,313 144,718
Administrative expenses 295,958 8,970 723 93
13,163,921 5,992,388 71,036 144,811
Net realized gain on
investment 12,096,189 8,928,753 42,152 162,106
Net unrealized appreciation
(deprec.) of investments 8,175,110 (3,931,295) 164,108 1,332,019
Net increase (decrease) 27,402,842 (3,963,756) 1,697,878 8,212,917
Plan equity at beginning
of year 165,039,538 72,894,135 1,144,676 1,773,076
Plan equity at end of year $192,442,380 $68,930,379 $2,842,554 $9,985,993
Page 13
The McCormick Profit Sharing Plan
Schedule III--Allocation of Changes in Plan Equity to Investment Programs
Year Ended November 30, 1997
Inter- Growth &
national Income Money
Growth Portfolio Market
Fund Bond Fund Fund Fund
Additions
Employer contributions $ 32,520 $ 84,914 $ 397,414 $ 73,587
Employee contributions 200,087 483,941 2,402,311 408,593
Earnings from investments:
Dividends:
McCormick & Company,
Incorporated - - - -
Mutual funds 132,501 505,645 1,990,406 312,116
Interest income 97 1,327 1,837 2,228
Other, net - (36,091) 109,784 (22,436)
365,205 1,039,736 4,901,752 774,088
Interfund transfers 1,971,271 105,749 2,102,562 813,652
Deductions
Participant withdrawals 73,626 465,954 2,622,694 735,109
Administrative expenses - 8,739 14,240 11,622
73,626 474,693 2,636,934 746,731
Net realized gain on
investment 38,439 6,750 1,781,832 -
Net unrealized appreciation
(deprec.) of investments (12,913) 37,754 5,575,573 -
Net increase (decrease) 2,288,376 715,296 11,724,785 841,009
Plan equity at beginning
of year 959,690 7,143,281 35,397,764 5,797,748
Plan equity at end of year $3,248,066 $7,858,577 $47,122,549 $6,638,757
Page 13A
The McCormick Profit Sharing Plan
Schedule III--Allocation of Changes in Plan Equity to Investment Programs
Year Ended November 30, 1997
Long-Term
Capital
Appreciation
Fund Loans Unallocated
Additions
Employer contributions $ 402,402 $ - $2,980,057
Employee contributions 2,391,013 - -
Earnings from investments:
Dividends:
McCormick & Company,
Incorporated - - -
Mutual funds 1,140,481 - -
Interest income 56 277,744 -
Other, net 21,253 236,629 149,860
3,955,205 514,373 3,129,917
Interfund transfers (3,788,908) 538,465 (1,585,034)
Deductions
Participant withdrawals 2,251,127 521,004 -
Administrative expenses 8,159 - 243,412
2,259,286 521,004 243,412
Net realized gain on
investment 1,136,157 - -
Net unrealized appreciation
(deprec.) of investments 5,009,864 - -
Net increase (decrease) 4,053,032 531,834 1,301,471
Plan equity at beginning
of year 35,962,456 2,716,690 1,250,022
Plan equity at end of year $40,015,488 $3,248,524 $2,551,493
Page 13B
The McCormick Profit Sharing Plan
Schedule III--Allocation of Changes in Plan Equity to Investment Programs
Year Ended November 30, 1996
Small Cap
McCormick Balanced Value
Total Stock Fund Fund Fund
Additions
Employer contributions $ 3,148,413 $ 626,296 $ 855 $ 2,913
Employee contributions 9,236,115 3,622,342 5,060 16,462
Earnings from investments:
Dividends:
McCormick & Company,
Incorporated 1,772,793 1,647,339 - -
Mutual funds 9,733,786 - - -
Interest income 279,869 20,873 - -
Other, net (165,205) - - -
24,005,771 5,916,850 5,915 19,375
Interfund transfers - (310,648) 1,113,501 1,716,589
Deductions
Participant withdrawals 15,724,081 6,706,553 - -
Administrative expenses 289,142 11,102 - -
16,013,223 6,717,655 - -
Net realized gain (loss)
on investment 2,877,954 2,027,881 925 -
Net unrealized appreciation
(deprec.) of investments 1,917,903 1,634,697 24,335 37,112
Net increase (decrease) 12,788,405 2,551,125 1,144,676 1,773,076
Plan equity at beginning
of year 152,251,133 70,343,010 - -
Plan equity at end of year $165,039,538 $72,894,135 $1,144,676 $1,773,076
Page 14
The McCormick Profit Sharing Plan
Schedule III--Allocation of Changes in Plan Equity to Investment Programs
Year Ended November 30, 1996
Inter- Growth &
national Income Money
Growth Portfolio Market
Fund Bond Fund Fund Fund
Additions
Employer contributions $ 1,321 $ 112,692 $ 316,593 $ 91,212
Employee contributions 7,533 622,324 1,753,540 529,965
Earnings from investments:
Dividends:
McCormick & Company,
Incorporated - - - -
Mutual funds - 459,886 1,882,382 290,701
Interest income - 36,691 3,975 25,420
Other, net - - - -
8,854 1,231,593 3,956,490 937,298
Interfund transfers 935,353 (581,777) 5,184,249 109,089
Deductions
Participant withdrawals - 1,022,255 3,469,107 1,251,492
Administrative expenses - 10,109 11,148 2,190
- 1,032,364 3,480,255 1,253,682
Net realized gain (loss)
on investment - (540,567) 557,692 -
Net unrealized appreciation
(deprec.) of investments 15,483 415,442 4,340,657 -
Net increase (decrease) 959,690 (507,673) 10,558,833 (207,295)
Plan equity at beginning
of year - 7,650,954 24,838,931 6,005,043
Plan equity at end of year $959,690 $7,143,281 $35,397,764 $5,797,748
Page 14A
The McCormick Profit Sharing Plan
Schedule III--Allocation of Changes in Plan Equity to Investment Programs
Year Ended November 30, 1996
Long-Term
Capital
Appreciation
Fund PAYSOP RIT Trust
Additions
Employer contributions $ 484,409 $ - $ -
Employee contributions 2,678,889 - -
Earnings from investments:
Dividends:
McCormick & Company,
Incorporated - 53,735 71,719
Mutual funds 7,100,817 - -
Interest income 5,212 92 215
Other, net - - -
10,269,327 53,827 71,934
Interfund transfers (735,474) (2,652,446) (3,609,505)
Deductions
Participant withdrawals 2,888,564 85,831 234,516
Administrative expenses 8,602 3 2
2,897,166 85,834 234,518
Net realized gain (loss)
on investment 397,824 94,790 339,409
Net unrealized appreciation
(deprec.) of investments (3,184,180) (494,878) (870,765)
Net increase (decrease) 3,850,331 (3,084,541) (4,303,445)
Plan equity at beginning
of year 32,112,125 3,084,541 4,303,445
Plan equity at end of year $35,962,456 $ - $ -
Page 14B
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 14C
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 Portfolio
Total Stock Fund Bond 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
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 15
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 - -
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 15A
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
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 15B
SUPPLEMENTAL SCHEDULES
The McCormick Profit Sharing Plan
Line 27a--Schedule of Assets Held for Investment Purposes
November 30, 1997
Shares Cost Market
Description Held Value Value
Temporary investments:
Norwest Short Term
Investment Fund 797,012 $ 797,012 $ 797,012
McCormick & Company,
Incorporated:
Common Stock 2,570,931 34,221,692 68,129,676
Mutual Fund Investments:
Bond Fund of
America 554,240 7,630,622 7,748,282
Fidelity Growth &
Income Fund 1,253,525 33,221,392 47,132,535
American Balanced Fund 170,306 2,662,477 2,850,920
American EuroPacific -
International Fund 119,098 3,229,754 3,232,324
T. Rowe Price Small
Cap Value Fund 406,253 8,620,618 9,989,750
T. Rowe Price Prime
Reserve - Money
Market Fund 6,647,206 6,647,206 6,647,206
Fidelity Magellan -
Long-Term Capital
Appreciation Fund 406,730 31,076,696 39,993,784
Participant Loans
(Average interest
rate of 9%): 3,248,582 3,248,582
$131,356,051 $189,770,071
Page 16
The McCormick Profit Sharing Plan
Line 27d--Schedule of Reportable Transactions
Year Ended November 30, 1997
5% Reportable Transactions
Single Transactions
A. Identity of
Party Involved
B. C. D. F. G. H. I.
Description Purchase Selling Expenses Cost of Current Net Gain
of Security Price Price Incurred Security Value or Loss
No single reportable transactions.
Page 17
The McCormick Profit Sharing Plan
Line 27d--Schedule of Reportable Transactions (continued)
Year Ended November 30, 1997
5% Reportable Transactions
Series of Transactions in the same security
B. C. D. F. G. H. I.
Description Purchase Selling Exp. Cost of Current Net Gain
of Security Price Price Incr Security Value or Loss
Norwest
Short-Term
InvestmentFund $8,687,679 $7,891,127 $ - $7,891,127 $16,578,806 $ -
T.R.Price Prime
Reserve Fund 8,550,951 7,844,897 $ - 7,844,897 16,395,848 $ -
Fidel. Magellan
Fund Inc. 6,056,087 8,545,659 $ - 7,400,551 14,601,746 1,145,108
Fidel.Growth &
Income Port. 11,417,281 7,075,204 $ - 5,290,917 18,492,485 1,784,287
T.R.Price Small
Cap Value Fund 8,064,782 1,625,257 $ - 1,463,152 9,690,039 162,105
McCormick & Co.
Common Stk-Voting $ - 8,757,625 $ - 4,824,912 8,757,625 3,932,713
Page 18
The McCormick Profit Sharing Plan
Line 27d--Schedule of Reportable Transactions (continued)
Year Ended November 30, 1997
5% Reportable Transactions
Series of Transactions with the same party
Involved with a 5% transaction
A. Identity of
Party Involved
B. C. D. F. G. H. I.
Description Purchase Selling Expenses Cost of Current Net Gain
of Security Price Price Incurred 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 15, 1998, with respect to the financial
statements and supplemental schedules of The McCormick Profit
Sharing Plan for the year ended November 30, 1997 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 33-23727 3/21/97
S-8 33-58197 3/23/95
S-3 33-66614 7/27/93
S-3 33-40920 5/29/91
S-8 33-33725 3/02/90
S-3 33-32712 12/21/89
S-3 33-24660 3/16/89
S-8 33-24658 9/15/88
S-8 33-24659 9/15/88
ERNST & YOUNG LLP
Baltimore, Maryland
May 28, 1998