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, 1993 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) Audited Financial Statements and Supplemental Schedules The McCormick Profit Sharing Plan and PAYSOP November 30, 1993 with Report of Independent Auditors The McCormick Profit Sharing Plan and PAYSOP Audited Financial Statements and Supplemental Schedules November 30, 1993 Contents Report of Independent Auditors ............................... 1 Audited Financial Statements Statements of Financial Condition............................. 3 Statements of Changes in Plan Equity.......................... 4 Notes to Financial Statements................................. 5 Schedule II--Allocation of Plan Equity to Investment Programs. 10 Schedule III--Allocation of Changes in Plan Equity to Investment Programs........................................ 16 Supplemental Schedules Item 27a--Schedule of Assets Held for Investment Purposes..... 25 Item 27d--Schedule of Reportable Transactions................. 26 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, 1993 and 1992, and the related statements of changes in plan equity for each of the three years in the period ended November 30, 1993. We have also audited the schedules of allocation of plan equity to investment programs as of November 30, 1993 and 1992 and allocation of changes in plan equity to investment programs for each of the three years in the period ended November 30, 1993. 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, 1993 and 1992, and the changes in plan equity for each of the three years in the period ended November 30, 1993, 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. -1- 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, 1993, 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 audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. May 18, l994 ERNST & YOUNG Baltimore, MD -2- The McCormick Profit Sharing Plan and PAYSOP Statements of Financial Condition November 30 1993 1992 Assets Investments: Securities--at market value: McCormick & Company, Incorporated --common stock $113,374,707 $131,855,674 Unaffiliated issuers: Temporary investments 19,711,204 5,032,283 Fixed income fund 10,736,183 Mutual funds 2,075,771 Participant loans 2,344,381 1,844,724 Total investments 135,430,292 151,544,635 Receivables: Accrued interest and dividends 58,611 10,686 Employee contributions 24,635 Employer contributions 4,812,557 4,292,403 Total receivables 4,871,168 4,327,724 Cash 7,879 470 140,309,339 155,872,829 Liabilities Administrative expenses payable 18,225 11,446 Withdrawals payable 480,899 1,584,753 499,124 1,596,199 Plan equity $139,810,215 $154,276,630 See accompanying notes. -3- The McCormick Profit Sharing Plan and PAYSOP Statements of Changes in Plan Equity Year ended November 30 1993 1992 1991 Additions Employer contributions $ 6,512,133 $ 5,668,619 $ 4,906,801 Employee contributions 8,414,243 7,361,346 6,491 092 Earnings from investments: Dividends: McCormick & Company, Incorporated 2,070,382 1,716,028 1,198,536 Mutual funds 138,528 112,504 117,457 Interest income 954,826 790,554 1,008,808 Other receipts 292 - - 18,090,404 15,649,051 13,722,694 Deductions Participant withdrawals 8,338,081 9,611,394 6,225,848 Administrative expenses 368,741 198,606 175,573 Other disbursements 1,390 - - 8,708,212 9,810,000 6,401,421 Net realized gain on investments 4,231,911 5,640,037 3,014,027 Net unrealized (depreciation) appreciation of investments (28,080,518) 30,204,380 36,095,358 Net (decrease) increase (14,466,415) 41,683,468 46,430,658 Plan equity at beginning of year 154,276,630 112,593,162 66,162,504 Plan equity at end of year $139,810,215 $154,276,630 $112,593,162 See accompanying notes. -4- 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 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 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 $306,261 in 1993, $197,700 in 1992 and $134,887 in 1991 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. 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. -5- The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 2. Description of the Plan (continued) 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 a participating 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 contribution to the McCormick Stock Fund. The matching contribution is not made on elective contributions in excess of 10% of taxable cash compensation. A participant's elective contributions are invested as directed by the participant in the McCormick Stock Fund, the Interest Income Fund or a combination of the two. These two options, plus a third option, the Balanced Equity Fund, are available for the Company's Profit Sharing contributions. In general participant withdrawals are subject to a 10% excise tax for withdrawals prior to the participant reaching retirement. Participants are permitted to take loans against their contribu- tions to the Plan. The maximum of any loan cannot exceed one-half of the employee'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 plus interest are made by employees 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 someone in the employee's immediate family. -6- The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 2. Description of the Plan (continued) With the exception of the PAYSOP program, the Company intends to continue the Plan indefinitely. The Company reserves the right to terminate the Plan, or to reduce or cease contributions at any time, if its Board of Directors determines that business, financial or other good causes make it necessary to do so, or to amend the Plan at any time and in any respect provided, however, that any such action will not deprive any participant or beneficiary under the Plan of any vested right. 3. Income Tax Status The Internal Revenue Service has ruled that the Plan qualifies under Section 401 of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator is not aware of any course of action or series of events that has occurred that might adversely affect the Plan's qualified status. Under the Plan, participants are not subject to federal income tax on Company contributions and income of the Plan until amounts are distributed to them. 4. Investments During 1993, 1992 and 1991 the Plan's investments (including investments bought, sold, or held throughout the year) (depreciated) appreciated in fair value by ($23,848,607), $35,844,417 and $39,109,385, respectively, as follows: 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, voting ($24,203,890) $112,909,707 Common stock, nonvoting (4,205) 465,000 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 -7- The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 4. Investments (continued) Net Appreciation Fair Value (Depreciation) at End During Year of Year Year ended November 30, 1992 Fair value as determined by quoted market prices: McCormick & Company, Incorporated common stock, voting $35,557,146 $131,855,674 Unaffiliated issuers: Temporary investments - 5,032,283 Fixed income funds 123,883 10,736,183 Mutual funds 163,388 2,075,771 Participant loans - 1,844,724 Total $35,844,417 $151,544,635 Year ended November 30, 1991 Fair value as determined by quoted market prices: McCormick & Company, Incorporated common stock, voting $38,863,771 $ 91,377,471 Unaffiliated issuers: Temporary investments - 7,389,706 Fixed income funds - 8,012,014 Mutual funds 245,614 1,301,093 Participant loans - 1,048,465 Total $39,109,385 $109,128,749 The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: November 30 1993 1992 Norwest Short Term Investment Fund $ 19,711,204 $ 2,683,365 McCormick & Company, Incorporated common stock, voting 112,909,707 131,855,674 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. -8- 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, 1993, and the accompanying financial statements: Amount per Form 5500 Accompanying Line Amount per Financial Number Description Form 5500 Statements Difference 32b (l)(A) Interest--Interest $ 751,766 $ 954,826 $ (203,060) bearing cash 32b (1)(F) Interest--Other 133,415 - 133,415 loans 32b (2)(B) Dividends--Common 2,070,382 2,070,382 - stock N/A Dividends--Mutual - 138,528 (138,528) funds 32b (4)(C) Net gain (loss) on (507,941) 4,231,911 (4,739,852) sale of assets 32b (5) Unrealized (depre- (23,522,138) (28,080,518) 4,558,380 ciation) apprecia- tion 32b (10) Registered invest- 389,645 - 389,645 ment companies $(20,684,871) $(20,684,871) $ - 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). 7. Subsequent Events The quoted market value of the McCormick & Company, Incorporated common stock held by the Plan decreased in value from $23.25 per share as of November 30, 1993, to $21.75 per share as of May 18, 1994, resulting in a decrease of $7,314,486 from the market value of the assets held at November 30, 1993. On December 1, 1993 the Plan established new investment funds for the contributions not invested in McCormick & Company, Inc. common stock. 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. -9- The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1993 McCormick Interest Total Stock Fund Income Fund Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $113,374,707 $93,581,689 $ - Unaffiliated issuers: Temporary investments 19,711,204 182,957 14,063,777 Participant loans 2,344,381 - - Employer contributions receivable 4,812,557 - - Accrued interest and dividends receivable 58,611 2,502 28,872 Cash 7,879 1 4 140,309,339 93,767,149 14,092,653 Liabilities Administrative expenses payable 18,225 4,681 11,015 Withdrawals payable 480,899 274,861 52,200 499,124 279,542 63,215 Plan equity $139,810,215 $93,487,607 $14,029,438 -10- The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1993 Balanced Equity Fund PAYSOP RIT Trust Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ - $4,953,682 $14,839,336 Unaffiliated issuers: Temporary investments 5,461,641 700 2,129 Participant loans - - - Employer contributions receivable - - - Accrued interest and dividends receivable 11,660 - 1 Cash 867 6,914 92 5,474,168 4,961,296 14,841,558 Liabilities Administrative expenses payable 1,831 - 698 Withdrawals payable 11,297 14,746 127,795 13,128 14,746 128,493 Plan equity $5,461,040 $4,946,550 $14,713,065 -11- The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1993 Loans Unallocated Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ - $ - Unaffiliated issuers: Temporary investments - - Participant loans 2,344,381 - Employer contributions receivable - 4,812,557 Accrued interest and dividends receivable 15,576 - Cash 1 - 2,359,958 4,812,557 Liabilities Administrative expenses payable - - Withdrawals payable - - - - Plan equity $2,359,958 $4,812,557 -12- The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1992 McCormick Interest Total Stock Fund Income Fund Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $131,855,674 $104,912,505 $ - Unaffiliated issuers: Temporary investments 5,032,283 74,555 1,551,655 Fixed income fund 10,736,183 - 10,736,183 Mutual funds 2,075,771 - - Participant loans 1,844,724 - - Employee contributions receivable 24,635 - 268 Employer contributions receivable 4,292,403 - - Accrued interest and dividends receivable 10,686 249 4,674 Cash 470 - - 155,872,829 104,987,309 12,292,780 Liabilities Administrative expenses payable 11,446 2,739 5,801 Withdrawals payable 1,584,753 1,089,416 142,448 TOTAL 1,596,199 1,092,155 148,249 Plan equity $154,276,630 $103,895,154 $12,144,531 -13- The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1992 Balanced Equity Fund PAYSOP RIT Trust Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ - $6,523,263 $20,419,906 Unaffiliated issuers: Temporary investments 3,390,657 - 15,416 Fixed income fund - - - Mutual funds 2,075,771 - - Participant loans - - - Employee contributions receivable - - 24,367 Employer contributions receivable - - - Accrued interest and dividends receivable 5,700 - 63 Cash - 470 - 5,472,128 6,523,733 20,459,752 Liabilities Administrative expenses payable 2,246 - 660 Withdrawals payable 20,222 327,264 5,403 TOTAL 22,468 327,264 6,063 Plan equity $5,449,660 $6,196,469 $20,453,689 -14- The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1992 Loans Unallocated Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ - $ - Unaffiliated issuers: Temporary investments - - Fixed income fund - - Mutual funds - - Participant loans 1,844,724 - Employee contributions receivable - - Employer contributions receivable - 4,292,403 Accrued interest and dividends receivable - - Cash - - 1,844,724 4,292,403 Liabilities Administrative expenses payable - - Withdrawals payable - - TOTAL - - Plan equity $1,844,724 $4,292,403 -15- The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1993 McCormick Interest Total Stock Fund Income 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 - - Interest income 954,826 22,026 728,885 Other receipts 292 - 292 18,090,404 10,440,348 1,793,720 Interfund transfers - 2,934,963 905,489 Deductions Participant withdrawals 8,338,081 4,362,874 943,017 Administrative expenses 368,741 7,829 49,302 Other disbursements 1,390 1,390 - 8,708,212 4,372,093 992,319 Net realized gain on investment 4,231,911 1,589,177 253,209 Net unrealized depreciation of investments (28,080,518) (20,999,942) (75,192) Net (decrease) increase (14,466,415) (10,407,547) 1,884,907 Plan equity at beginning of year 154,276,630 103,895,154 12,144,531 Plan equity at end of year $139,810,215 $ 93,487,607 $14,029,438 -16- The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1993 Balanced Equity Fund PAYSOP RIT Trust Additions Employer contributions $ - $ - $ - Employee contributions - - - Earnings from investments: Dividends: McCormick & Company, Incorporated - 95,079 299,996 Mutual funds 138,528 - - Interest income 69,645 49 806 Other receipts - - - 208,173 95,128 300,802 Interfund transfers 71,750 (1,618) - Deductions Participant withdrawals 446,172 201,697 2,384,321 Administrative expenses 3,843 419 1,087 Other disbursements - - - 450,015 202,116 2,385,408 Net realized gain on investment 400,770 257,790 1,730,965 Net unrealized depreciation of investments (219,298) (1,399,103) (5,386,983) Net (decrease) increase 11,380 (1,249,919) (5,740,624) Plan equity at beginning of year 5,449,660 6,196,469 20,453,689 Plan equity at end of year $5,461,040 $4,946,550 $14,713,065 -17- The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1993 Loans Unallocated Additions Employer contributions $ - $5,118,818 Employee contributions - - Earnings from investments: Dividends: McCormick & Company, Incorporated - - Mutual funds - - Interest income 133,415 - Other receipts - - 133,415 5,118,818 Interfund transfers 381,819 (4,292,403) Deductions Participant withdrawals - - Administrative expenses - 306,261 Other disbursements - - - 306,261 Net realized gain on investment - - Net unrealized depreciation of investments - - Net (decrease) increase 515,234 520,154 Plan equity at beginning of year 1,844,724 4,292,403 Plan equity at end of year $2,359,958 $4,812,557 -18- The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs--(continued) Year Ended November 30, 1992 McCormick Interest Total Stock Fund Income Fund Additions Employer contributions $ 5,668,619 $ 1,171,899 $ - Employee contributions 7,361,346 6,311,969 1,049,377 Earnings from investments: Dividends: McCormick & Company, Incorporated 1,716,028 1,349,921 - Mutual funds 112,504 - - Interest income 790,554 1,853 671,134 15,649,051 8,835,642 1,720,511 Interfund transfers - 2,260,771 (229,834) Deductions Participant withdrawals 9,611,394 6,067,872 1,639,135 Administrative expenses 198,606 - (3,242) 9,810,000 6,067,872 1,635,893 Net realized gain on investment 5,640,037 4,121,550 51,267 Net unrealized appreciation of investments 30,204,380 23,815,747 72,616 Net increase (decrease) 41,683,468 32,965,838 (21,333) Plan equity at beginning of year 112,593,162 70,929,316 12,165,864 Plan equity at end of year $154,276,630 $103,895,154 $12,144,531 -19- The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs--(continued) Year Ended November 30, 1992 Balanced Equity Fund PAYSOP Additions Employer contributions $ - $ - Employee contributions - - Earnings from investments: Dividends: McCormick & Company, Incorporated - 86,175 Mutual funds 112,504 - Interest income 117,567 - 230,071 86,175 Interfund transfers 932,952 - Deductions Participant withdrawals 282,630 327,264 Administrative expenses 4,148 - 286,778 327,264 Net realized gain on investment 24,508 170,834 Net unrealized appreciation of investments 138,880 1,616,123 Net increase (decrease) 1,039,633 1,545,868 Plan equity at beginning of year 4,410,027 4,650,601 Plan equity at end of year $5,449,660 $6,196,469 -20- The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs--(continued) Year Ended November 30, 1992 RIT Trust Unallocated Additions Employer contributions $ - $4,496,720 Employee contributions - - Earnings from investments: Dividends: McCormick & Company, Incorporated 279,932 - Mutual funds - - Interest income - - 279,932 4,496,720 Interfund transfers (31) (2,963,858) Deductions Participant withdrawals 1,294,493 - Administrative expenses - 197,700 1,294,493 197,700 Net realized gain on investment 1,271,878 - Net unrealized appreciation of investments 4,561,014 - Net increase (decrease) 4,818,300 1,335,162 Plan equity at beginning of year 15,635,389 4,801,965 Plan equity at end of year $20,453,689 $6,137,127 -21- The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs--Continued Year Ended November 30, 1991 McCormick Interest Total Stock Fund Income Fund Additions Employer contributions $ 4,906,801 $ 1,005,801 $ - Employee contributions 6,491,092 5,360,720 1,130,372 Earnings from investments: Dividends: McCormick & Company, Incorporated 1,198,536 917,350 - Mutual funds 117,457 - - Interest income 1,008,808 24,474 829,952 13,722,694 7,308,345 1,960,324 Interfund transfers - 1,475,966 818,173 Deductions Participant withdrawals 6,225,848 3,964,308 891,860 Administrative expenses 175,573 1,686 33,187 6,401,421 3,965,994 925,047 Net realized gain on investment 3,014,027 2,191,555 - Net unrealized appreciation of investments 36,095,358 27,413,770 - Net increase (decrease) 46,430,658 34,423,642 1,853,450 Plan equity at beginning of year 66,162,504 36,505,674 10,312,414 Plan equity at end of year $112,593,162 $70,929,316 $12,165,864 -22- The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs--Continued Year Ended November 30, 1991 Balanced Equity Fund PAYSOP Additions Employer contributions $ - $ - Employee contributions - - Earnings from investments: Dividends: McCormick & Company, Incorporated - 65,212 Mutual funds 117,457 - Interest income 152,707 - 270,164 65,212 Interfund transfers 574,593 - Deductions Participant withdrawals 383,504 229,674 Administrative expenses 5,743 - 389,247 229,674 Net realized gain on investment 31,892 72,262 Net unrealized appreciation of investments 213,722 2,062,746 Net increase (decrease) 701,124 1,970,546 Plan equity at beginning of year 3,708,903 2,680,055 Plan equity at end of year $4,410,027 $4,650,601 -23- The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs--Continued Year Ended November 30, 1991 RIT Unallocated Trust Additions Employer contributions $ - $3,901,000 Employee contributions - - Earnings from investments: Dividends: McCormick & Company, Incorporated 215,974 - Mutual funds - - Interest income 1,675 - 217,649 3,901,000 Interfund transfers 3,000 (2,871,732) Deductions Participant withdrawals 756,502 - Administrative expenses 70 134,887 756,572 134,887 Net realized gain on investment 718,318 - Net unrealized appreciation of investments 6,405,120 - Net increase (decrease) 6,587,515 894,381 Plan equity at beginning of year 9,047,874 3,907,584 Plan equity at end of year $15,635,389 $4,801,965 -24- SUPPLEMENTAL SCHEDULES The McCormick Profit Sharing Plan and PAYSOP Item 27a - Schedule of Assets Held for Investment Purposes November 30, 1993 Shares Cost Market Description Held Value Value Temporary investments: Norwest Short Term Investment Fund 19,711,204 $19,711,204 $ 19,711,204 McCormick & Company, Incorporated: Common stock, voting 4,856,332 50,855,366 112,909,707 Common stock, nonvoting 20,000 469,205 465,000 Participant loans (average 2,344,381 2,344,381 interest rate of 7%) $73,380,156 $135,430,292 -25- The McCormick Profit Sharing Plan and PAYSOP Item 27d--Schedule of Reportable Transactions Year ended November 30, 1993 Category (iii)--series of security transactions in excess of 5% of plan assets Purchase Selling Cost of Current Net Gain Price Price Security Value or (Loss) Norwest Short Term Investment Fund $41,349,729 $26,529,491 $26,529,491 $67,879,220 - # of Trades 412 205 617 McCormick & Company, Incorporated common stock, Voting 9,218,573 5,319,208 6,186,523 14,537,781 ($867,315) # of Trades 28 42 70 <FN> There were no category (i), (ii) or (iv) reportable transactions during the year ended November 30, 1993. -26- 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 18, 1994, with respect to the financial statements and supplemental schedules of The McCormick Profit Sharing Plan and PAYSOP for the year ended November 30, 1993 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-3 33-66614 7/27/93 S-8 33-59842 3/19/93 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 12/01/89 S-8 33-24660 10/07/88 S-8 33-24658 9/15/88 S-8 2-96166 3/01/85 ERNST & YOUNG May 18, 1994