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, 1994 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) Items 1 through 3: Not required; see Item 4, below. Item 4. Financial Statements and Exhibits. a) i) Report of Independent Auditors.................. 1 ii) Statements of Financial Condition............... 2 iii) Statements of Changes in Plan Equity............ 3 iv) Notes to Financial Statements................... 4 v) Schedule II - Allocation of Plan Equity to Investment Programs............................. 11 vi) Schedule III - Allocation of Changes in Plan Equity to Investment Programs................... 13 b) Exhibits: Independent Auditors' Consent Letter as to Incorporation of their Report on the Plan's Financial Statements. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. THE McCORMICK PROFIT SHARING PLAN AND PAYSOP DATE: By: /s/ Karen D. Weatherholtz Karen D. Weatherholtz Vice President-Human Relations and Plan Administrator Audited Financial Statements The McCormick Profit Sharing Plan and PAYSOP November 30, 1994 with Report of Independent Auditors The McCormick Profit Sharing Plan and PAYSOP Audited Financial Statements November 30, 1994 Contents Report of Independent Auditors.............................................1 Audited Financial Statements Statements of Financial Condition..........................................2 Statements of Changes in Plan Equity.......................................3 Notes to Financial Statements..............................................4 Schedule II--Allocation of Plan Equity to Investment Programs.............11 Schedule III--Allocation of Changes in Plan Equity to Investment Programs.13 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, 1994 and 1993, and the related statements of changes in plan equity for each of the three years in the period ended November 30, 1994. We have also audited the schedules of allocation of plan equity to investment programs as of November 30, 1994 and 1993 and allocation of changes in plan equity to investment programs for each of the three years in the period ended November 30, 1994. 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, 1994 and 1993, and the changes in plan equity for each of the three years in the period ended November 30, 1994, 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. Ernst & Young LLP Baltimore, Maryland May 19, 1995 Page 1 The McCormick Profit Sharing Plan and PAYSOP Statements of Financial Condition November 30 1994 1993 Assets Investments: Securities--at market value: McCormick & Company, Incorporated--common stock $ 70,518,267 $113,374,707 Unaffiliated Issuers: Temporary investments 487,474 19,711,204 Mutual Funds 56,215,416 - Participant loans 3,077,917 2,344,381 Total investments 130,299,074 135,430,292 Receivables: Accrued interest and dividends 2,439 58,611 Employer contributions 4,028,631 4,812,557 Total receivables 4,031,070 4,871,168 Cash 30,944 7,879 134,361,088 140,309,339 Liabilities Administrative expenses payable - 18,225 Withdrawals payable - 480,899 - 499,124 Plan equity $134,361,088 $139,810,215 See accompanying notes. Page 2 The McCormick Profit Sharing Plan and PAYSOP Statements of Changes in Plan Equity Year ended November 30 1994 1993 1992 Additions Employer contributions $ 6,259,953 $ 6,512,133 $ 5,668,619 Employee contributions 10,660,749 8,414,243 7,361,346 Earnings from investments: Dividends: McCormick & Company, Incorporated 1,763,800 2,070,382 1,716,028 Mutual funds 2,936,437 138,528 112,504 Interest income 271,349 954,826 790,554 Other receipts 108,724 292 - 22,001,012 18,090,404 15,649,051 Deductions Participant withdrawals 7,896,638 8,338,081 9,611,394 Administrative expenses 243,886 368,741 198,606 Other disbursements - 1,390 - 8,140,524 8,708,212 9,810,000 Net realized gain on investments 19,624,604 4,231,911 5,640,037 Net unrealized (depreciation) appreciation of investments (38,934,219) (28,080,518) 30,204,380 Net (decrease) increase (5,449,127) (14,466,415) 41,683,468 Plan equity at beginning of year 139,810,215 154,276,630 112,593,162 Plan equity at end of year $134,361,088 $139,810,215 $154,276,630 See accompanying notes. Page 3 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements 1. Significant Accounting Policies The financial statements of The McCormick Profit Sharing Plan and PAYSOP (the Plan) are prepared on the accrual basis of accounting. Valuation of Securities Investments are stated at aggregate current value. Securities traded on a national securities exchange or included on the NASDAQ National Market List are valued at the last reported sales price on the last business day of the plan year. Investments for which no sale was reported on that date are valued at the last reported bid price. The change in the difference between current value and the cost of investments is reflected in the statement of changes in plan equity as net unrealized appreciation or depreciation of investments. The net realized gain or loss on disposal of investments is the difference between the proceeds received and the average cost of investments sold. Expenses relating to the purchase or sale of investments are added to the cost or deducted from the proceeds. Administrative Expenses McCormick & Company, Incorporated (the Company) has deducted $240,195 and $306,261 in 1994 and 1993, respectively from the Profit Sharing contributions to offset a portion of the administrative costs incurred on behalf of the Plan. Direct expenses are paid by the Plan. Reclassification Certain prior year information has been reclassified to conform with the current year presentation 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. Page 4 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 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 taxable compensation. On December 1, 1993 the Plan established new investment funds for the participants' elective contributions. In anticipation of transferring the existing assets to the new funds, all prior investments in the Interest Income and Balanced Equity funds were liquidated in November 1993. The proceeds were held in temporary investments at November 30, 1993. Effective December 1, 1993, the Plan added the following investment funds: Investment-Grade Bond Fund - The Investment-Grade Bond Fund seeks to provide a high rate of income consistent with reasonable investment risk. The Fund also seeks capital appreciation where appropriate. Under normal circumstances, at least 65% of the Fund's total assets consist of investment-grade debt securities rates Baa or higher by Moody's Investors Service, Inc., or at least BBB by Standard & Poor's Corporation. The Fund may also invest in preferred stocks. Page 5 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 2. Description of the Plan (continued) Growth & Income Portfolio Fund - The Growth & Income Portfolio Fund seeks high total return through a combination of current income and capital appreciation. The Fund invests mainly in securities of companies that pay current dividends and offer potential growth of earnings. However, the Fund may buy securities that are not currently paying dividends but offer prospects for either capital appreciation or future income. Securities may be of foreign and domestic issuers. The Fund diversifies investments among a variety of industries. Retirement Money Market Portfolio Fund - The Retirement Money Market Portfolio Fund seeks as high a level of current income as is consistent with the preservation of capital and liquidity. The Fund strives to maintain a stable $1 share price by investing in high-quality, U.S. dollar-denominated money market instruments of U.S. and foreign issuers. Investments include short-term corporate obligations, U.S. government obligations and certificates of deposit. Long-Term Capital Appreciation Fund - The Long-Term Capital Appreciation Fund seeks capital appreciation by making a profit on invested capital over the long term. The Fund invests in common stocks, and securities convertible to common stock, issued by companies operating in the U.S. and/or abroad as well as foreign companies. Investments are made in large corporations as well as smaller, less well-known companies. The Fund also diversifies investments among a variety of industries and sectors within the market. Participants' elective contributions and the Company's Profit Sharing contributions are invested in the Plan's investment funds as directed by the participant. In general, participant withdrawals are subject to a 10% excise tax for early withdrawals prior to the participant reaching retirement. Participants are permitted to take loans against their contributions to the Plan. The maximum of any loan cannot exceed one-half of the 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, interest, plus maintenance fees 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 the participant or the participant's immediate family. Page 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. Page 7 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 4. Investments During 1994, 1993 and 1992 the Plan's investments (including investments bought, sold, or held throughout the year) (depreciated) appreciated in fair value by $(19,309,615), ($23,848,607) and $35,844,417, respectively, as follows: 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 Net (Depreciation) Fair Value Appreciation at End During Year of Year Year ended November 30, 1993 Fair value as determined by quoted market prices: McCormick & Company, Incorporated: Common stock $(24,208,095) $113,374,707 Unaffiliated issuers: Temporary investments - 19,711,204 Fixed income funds 178,015 - Mutual funds 181,473 - Participant loans - 2,344,381 Total $(23,848,607) $135,430,292 Page 8 The McCormick Profit Sharing Plan and PAYSOP Notes to Financial Statements (continued) 4. Investments (continued) Net Fair Value Appreciation at End During Year of Year Year ended November 30, 1992 Fair value as determined by quoted market prices: McCormick & Company, Incorporated: Common stock $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 The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: November 30 1994 1993 Norwest Short Term Investment Fund $ - $ 19,711,204 McCormick & Company, Incorporated common stock 70,518,267 113,374,707 Fidelity Investments Mutual funds: Investment Grade Bond Fund 8,079,985 - Growth & Income Portfolio Bond Fund 18,322,246 - Retirement Money Market Fund 7,070,785 - Long-Term Capital Appreciation Fund (Magellan Fund) 22,742,400 - 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 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, 1994, 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 $ 65,651 $ 271,349 $ (205,698) 32b(1)(F) Interest--Other loans 192,240 - 192,240 N/A Dividends--Mutual funds - 2,936,437 (2,936,437) 32b(4)(C) Net gain(loss) on sale of assets (702,184) 19,624,604 (20,326,788) 32b(5) Unrealized (depreciation) appreciation (15,356,921) (38,934,219) 23,577,298 32b(10) Registered investment companies (300,615) - (300,615) $(16,101,829) $(16,101,829) $ - The differences result from differences from the classification of investments, and the basis for determining cost, as required for financial statement purposes (historical cost) differing from the classification required in the Form 5500 (market value at the beginning of the Plan year). Page 10 The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1994 Growth & Investment Income McCormick Grade Bond Portfolio Total Stock Fund Fund Fund Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ 70,518,267 $61,257,536 $ - $ - Unaffiliated issuers: Temporary investments 487,474 486,012 - - Mutual funds 56,215,416 - 8,079,985 18,322,246 Participant loans 3,077,917 - - - Employer contributions receivable 4,028,631 - - - Accrued interest and dividends receivable 2,439 1,907 23 90 Cash 30,944 7,923 (8,033) (462) 134,361,088 61,753,378 8,071,975 18,321,874 Liabilities Administrative expenses payable - - - - Withdrawals payable - - - - Plan equity $134,361,088 $61,753,378 $8,071,975 $18,321,874 Page 11 The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1994 Retirement Long-Term Money Capital Market Appreciation Fund Fund PAYSOP Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $ - $ - $3,003,752 Unaffiliated issuers: Temporary investments - - 79 Mutual funds 7,070,785 22,742,400 - Participant loans - - - Employer contributions receivable - - - Accrued interest and dividends receivable 279 121 4 Cash 13,047 11,557 6,912 7,084,111 22,754,078 3,010,747 Liabilities Administrative expenses payable - - - Withdrawals payable - - - - - - Plan equity $7,084,111 $22,754,078 $3,010,747 Page 11A The McCormick Profit Sharing Plan and PAYSOP Schedule II--Allocation of Plan Equity to Investment Programs November 30, 1994 RIT Trust Loans Unallocated Assets Investments: Securities--at market value: McCormick & Company, Incorporated common stock $6,256,979 $ - $ - Unaffiliated issuers: Temporary investments 1,383 - - Mutual funds - - - Participant loans - 3,077,917 - Employer contributions receivable - - 4,028,631 Accrued interest and dividends receivable 15 - - Cash - - - 6,258,377 3,077,917 4,028,631 Liabilities Administrative expenses payable - - - Withdrawals payable - - - - - - Plan equity $6,258,377 $3,077,917 $4,028,631 Page 11B 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 Page 12 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 Page 12A 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 Page 12B The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1994 Interest Balanced McCormick Income Equity Total Stock Fund Fund Fund Additions Employer contributions $ 6,259,953 $ 813,828 $ - $ - Employee contributions 10,660,749 4,835,079 - - Earnings from investments: Dividends: McCormick & Company, Incorporated 1,763,800 1,516,309 - - Mutual funds 2,936,437 - - - Interest income 271,349 47,879 12,570 7,167 Other receipts 108,724 - - - 22,001,012 7,213,095 12,570 7,167 Interfund transfers - (21,264,348) (14,053,008) (5,467,990) Deductions Participant withdrawals 7,896,638 3,929,115 (453) - Administrative expenses 243,886 1,295 (10,547) 217 Other disbursements - - - - 8,140,524 3,930,410 (11,000) 217 Net realized gain (loss) 19,624,604 12,578,817 - - on investment 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 13 The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1994 Growth & Retirement Long-Term Investment- Income Money Capital Grade Bond Portfolio Market Appreciation Fund Fund Fund Fund Additions Employer contributions $ 161,500 $ 356,072 $ 64,516 $ 586,275 Employee contributions 823,995 1,797,993 322,551 2,881,131 Earnings from investments: Dividends: McCormick & Company, Incorporated - - - - Mutual funds 686,294 958,325 223,912 1,067,906 Interest income 943 1,770 1,151 2,427 Other receipts - - - - 1,672,732 3,114,160 612,130 4,537,739 Interfund transfers 8,265,351 16,988,009 7,193,334 20,534,683 Deductions Participant withdrawals 727,444 1,117,579 720,098 855,268 Administrative expenses 6,000 1,906 1,255 4,590 Other disbursements - - - - 733,444 1,119,485 721,353 859,858 Net realized gain (loss) (221,425) 17,871 - (2,844) on investment 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 13A The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1994 PAYSOP RIT Trust Loans Unallocated Additions Employer contributions $ - $ - $ - $4,277,762 Employee contributions - - - - Earnings from investments: Dividends: McCormick & Company, Incorporated 76,969 170,522 - - Mutual funds - - - - Interest income 452 4,750 192,240 - Other receipts - - 108,724 - 77,421 175,272 300,964 4,277,762 Interfund transfers (1,207,000) (6,584,533) 416,995 (4,821,493) Deductions Participant withdrawals 88,475 459,112 - - Administrative expenses - (1,025) - 240,195 Other disbursements - - - - 88,475 458,087 - 240,195 Net realized gain (loss) 970,785 6,281,400 - - on investment 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 13B The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1993 Interest Balanced McCormick Income Equity Total Stock Fund Fund Fund Additions Employer contributions $ 6,512,133 $ 1,393,315 $ - $ - Employee contributions 8,414,243 7,349,700 1,064,543 - Earnings from investments: Dividends: McCormick & Company, Incorporated 2,070,382 1,675,307 - - Mutual funds 138,528 - - 138,528 Interest income 954,826 22,026 728,885 69,645 Other receipts 292 - 292 - 18,090,404 10,440,348 1,793,720 208,173 Interfund transfers - 2,934,963 905,489 71,750 Deductions Participant withdrawals 8,338,081 4,362,874 943,017 446,172 Administrative expenses 368,741 7,829 49,302 3,843 Other disbursements 1,390 1,390 - - 8,708,212 4,372,093 992,319 450,015 Net realized gain on 4,231,911 1,589,177 253,209 400,770 investment Net unrealized depreciation of investments (28,080,518) (20,999,942) (75,192) (219,298) Net (decrease) increase (14,466,415) (10,407,547) 1,884,907 11,380 Plan equity at beginning of year 154,276,630 103,895,154 12,144,531 5,449,660 Plan equity at end of year $139,810,215 $ 93,487,607 $14,029,438 $5,461,040 Page 14 The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1993 PAYSOP RIT Trust Loans Unallocated Additions Employer contributions $ - $ - $ - $5,118,818 Employee contributions - - - - Earnings from investments: Dividends: McCormick & Company, Incorporated 95,079 299,996 - - Mutual funds - - - - Interest income 49 806 133,415 - Other receipts - - - - 95,128 300,802 133,415 5,118,818 Interfund transfers (1,618) - 381,819 (4,292,403) Deductions Participant withdrawals 201,697 2,384,321 - - Administrative expenses 419 1,087 - 306,261 Other disbursements - - - - 202,116 2,385,408 - 306,261 Net realized gain on 257,790 1,730,965 - - investment Net unrealized depreciation of investments (1,399,103) (5,386,983) - - Net (decrease) increase (1,249,919) (5,740,624) 515,234 520,154 Plan equity at beginning of year 6,196,469 20,453,689 1,844,724 4,292,403 Plan equity at end of year $4,946,550 $14,713,065 $2,359,958 $4,812,557 Page 14A The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1992 Interest McCormick Income Total Stock Fund 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 5,640,037 4,121,550 51,267 investment 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 Page 15 The McCormick Profit Sharing Plan and PAYSOP Schedule III--Allocation of Changes in Plan Equity to Investment Programs Year Ended November 30, 1992 Balanced Equity Fund PAYSOP RIT Trust Unallocated Additions Employer contributions $ - $ - $ - $4,496,720 Employee contributions - - - - Earnings from investments: Dividends: McCormick & Company, Incorporated - 86,175 279,932 - Mutual funds 112,504 - - - Interest income 117,567 - - - 230,071 86,175 279,932 4,496,720 Interfund transfers 932,952 - (31) (2,963,858) Deductions Participant withdrawals 282,630 327,264 1,294,493 - Administrative expenses 4,148 - - 197,700 286,778 327,264 1,294,493 197,700 Net realized gain on 24,508 170,834 1,271,878 - investment Net unrealized appreciation of investments 138,880 1,616,123 4,561,014 - Net increase (decrease) 1,039,633 1,545,868 4,818,300 1,335,162 Plan equity at beginning of year 4,410,027 4,650,601 15,635,389 4,801,965 Plan equity at end of year $5,449,660 $6,196,469 $20,453,689 $6,137,127 Page 15A Exhibit--Consent of Independent Auditors We consent to the incorporation by reference in the following Registration Statements of McCormick & Company, Incorporated and subsidiaries and in the related Prospectuses (if applicable) of our report dated May 23, 1995, with respect to the financial statements and supplemental schedules of The McCormick Profit Sharing Plan and PAYSOP for the year ended November 30, 1994 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-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 LLP May 23, 1995