MCCORMICK & CO INC - Annual Report 2006

10-K/A 1 a07-15166_110ka.htm 10-K/A

*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, 2006 Commission file number 001-14920

*McCORMICK & COMPANY, INCORPORATED*

Maryland	52-0408290
(State of incorporation)	(IRS Employer Identification No.)
18 Loveton Circle
Sparks, Maryland	21152
(Address of principal executive offices)	(Zip Code)
Registrants telephone number, including area code:	(410) 771-7301

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of each exchange on which registered
Common Stock, No
Par Value	New York Stock
Exchange
Common Stock
Non-Voting, No Par Value	New York Stock
Exchange

Securities registered pursuant to Section 12(g) of the Act: Not applicable .

Indicate By check mark if the registrant is a well-know seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 o

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 registrants 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). (Check one)

Large Accelerated Filer x Accelerated Filer o Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.

The aggregate market value of the voting common equity held by non-affiliates at May 31, 2006: $285,001,059

The aggregate market value of the non-voting common equity held by non-affiliates at May 31, 2006: $4,039,740,055

Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.

| Class | Number
of Shares Outstanding | Date |
| --- | --- | --- |
| Common Stock | 13,359,983 | December 29, 2006 |
| Common Stock Non-Voting | 116,826,715 | December 29, 2006 |

*DOCUMENTS INCORPORATED BY REFERENCE*

| Document | Part of
10-K into which incorporated |
| --- | --- |
| Annual Report to
Stockholders for Fiscal Year Ended November 30, 2006 | Part I, Part II |
| Registrants
Proxy Statement | |
| dated February
16, 2007 | Part III |

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Explanatory Note

McCormick & Company, Inc. is filing this amendment to Item 15 of its Annual Report on Form 10-K for the fiscal year ended November 30, 2006, to include the financial statements required by Form 11-K with respect to the McCormick 401(K) Retirement Plan for the years ended November 30, 2006 and 2005, the Zatarains Partnership L.P. 401(K) Retirement Plan for the years ended December 31, 2006 and 2005, and the Mojave Foods Corporation 401(K) Retirement Plan for the years ended November 30, 2006 and 2005. This amendment does not affect the Companys historical results of operations, financial condition or cash flows for any periods presented.

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*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, DC 20549*

*FORM 11-K*

*Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934*

*For the fiscal year ended November 30, 2006*

Commission File Number 001-14920

*THE McCORMICK 401(K) RETIREMENT PLAN*

*THE ZATARAINS PARTNERSHIP L.P. 401(K) RETIREMENT PLAN*

*THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN*

Full title of plans

*McCORMICK & COMPANY, INCORPORATED*

*18 Loveton Circle*

*Sparks, Maryland 21152*

Name of issuer of the securities held pursuant to the plan

and address of its principal office

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*Required Information*

Items 1 through 3: Not required; see Item 4 below.

Item 4. Plan Financial Statements and Schedules Prepared in accordance with the financial reporting requirements of ERISA.

a)	Report of Registered Public Accounting Firm
ii)	Statements of Net Assets Available For Benefits
iii)	Statements of Changes in Net Assets Available For
Benefits
iv)	Notes to Financial Statements
	b) Exhibits: Consent of Independent
Registered Public Accounting Firm.

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.

/s/ Cecile K. Perich
Cecile K. Perich
Vice President - Human Relations
and Plan Administrator

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The McCormick 401(k) Retirement Plan

Audited Financial Statements and Supplemental Schedule

Years ended November 30, 2006 and 2005 with Report of Independent Registered Public Accounting Firm

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The McCormick 401(k) Retirement Plan Audited Financial Statements and Supplemental Schedule

Years ended November 30, 2006 and 2005

Contents

| Report of Independent
Registered Public Accounting Firm | 1 |
| --- | --- |
| Audited Financial Statements | |
| Statements of Net Assets Available for Benefits | 2 |
| Statements of Changes in Net Assets Available for
Benefits | 3 |
| Notes to Financial Statements | 4 |
| Supplemental
Schedule | |
| Schedule H, Line 4iSchedule of Assets (Held at End of
Year) | 9 |

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Report of Independent Registered Public Accounting Firm

Investment Committee McCormick & Company, Incorporated

We have audited the accompanying statements of net assets available for benefits of The McCormick 401(k) Retirement Plan as of November 30, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years ended November 30, 2006, 2005 and 2004. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plans internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 net assets available for benefits of the Plan at November 30, 2006 and 2005, and the changes in its net assets available for benefits for the years ended November 30, 2006, 2005 and 2004, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of November 30, 2006 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

May 22, 2007 Baltimore, Maryland

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*The McCormick 401(k) Retirement Plan*

Statements of Net Assets Available for Benefits

	November 30 — 2006		2005
Assets
Investments:
Securities at fair value:
McCormick & Company, Incorporated Common stock
fund	$ 129,624,307		$ 121,296,236
Unaffiliated issuer Pooled, common and collective
funds	28,631,459		28,265,367
Unaffiliated issuer Mutual funds	210,409,027		180,828,165
Participant loans	4,133,409		4,478,320
Total
investments	372,798,202		334,868,088
Receivables:
Employers contribution	(158	)
Employees contributions	30,468
Accrued interest and dividends	72,627		60,819
Due from funds for securities sold, net	21,697		150,228
Total
receivables	124,634		211,047
Total assets	372,922,836		335,079,135
Liabilities
Cash overdrafts			2,341
Net assets available
for benefits	$ 372,922,836		$ 335,076,794

See accompanying notes.

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*The McCormick 401(k) Retirement Plan*

Statements of Changes in Net Assets Available for Benefits

	Year ended November 30 — 2006		2005		2004
Additions
Employer
contributions:
Employer match	$ 5,575,025		$ 5,639,202		$ 5,684,049
Employee contributions	13,635,239		14,347,450		13,265,739
Earnings from
investments:
Dividends:
McCormick & Company, Incorporated	3,103,304		2,469,721		2,382,701
Mutual funds	2,642,416		2,423,914		1,733,516
Other, net	(73,358	)	552,731		490,437
	24,882,626		25,433,018		23,556,442
Deductions
Participant
withdrawals	37,211,669		20,283,914		24,194,944
Participant loan
fees	12,804		17,949		15,100
	37,224,473		20,301,863		24,210,044
Net realized
gain on investments	21,113,660		7,074,003		5,282,926
Net unrealized
appreciation/(depreciation) of investments	29,074,229		(15,556,461	)	41,233,692
Net
increase/(decrease)	37,846,042		(3,351,303	)	45,863,016
Net assets
available for benefits at beginning of year	335,076,794		338,428,097		292,565,081
Net assets available
for benefits at end of year	$ 372,922,836		$ 335,076,794		$ 338,428,097

See accompanying notes.

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The McCormick 401(k) Retirement Plan

Notes to Financial Statements November 30, 2006

1. Description of the Plan

The McCormick 401(k) Retirement Plan (the Plan) is a defined contribution plan sponsored by McCormick & Company, Incorporated (the Company), which incorporates a 401(k) savings and investment option.

Effective March 22, 2002, the Plan was amended to provide that the McCormick & Company, Incorporated common stock fund investment option is designated as an employee stock ownership plan (ESOP). This designation allows participants investing in McCormick & Company, Incorporated common stock to elect to receive, in cash, dividends that are paid on McCormick stock held in their 401(k) Retirement Plan accounts. Dividends may also continue to be reinvested. The McCormick & Company, Incorporated common stock fund invests principally in common stock of the Plan Sponsor.

The following description of the Plan provides only general information. Further information about the Plan agreement, eligible employees, the vesting provisions, and investment alternatives is contained in the Plan Document.

Participating employees contribute to the Plan through payroll deductions in amounts ranging from 1% to 60% of their earnings, subject to certain limitations.

Effective December 1, 2000, the Company and participating subsidiaries provide a matching contribution of 100% of the first 3% of an employees contribution, and 50% on the next 2% of the employees contribution. An employee is required to have one year of service with the Company to be eligible for the matching contribution.

Participants are immediately vested in their contributions, the Companys contributions including matching contributions, and all related earnings.

Participants elective contributions, as well as Company matching contributions, are invested in the Plans investment funds as directed by the participant.

Participants are permitted to take loans against their contributions to the Plan, subject to a $500 minimum. The maximum of any loan cannot exceed one-half of the participants contributed account balance or $50,000, less the highest outstanding unpaid loan balance during the prior 12 months, whichever is less. The Companys Investment Committee determines the interest rate for loans based on current market rates. Loan repayments, including interest, are made by participants through payroll deductions over loan terms of up to five years. Longer loan terms are available for loans taken to purchase, construct, reconstruct, or substantially rehabilitate a primary home for the participant or the participants immediate family.

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1. Description of the Plan (continued)

Upon termination of service, a participant with an account balance greater than $5,000 may elect to leave their account balance invested in the Plan, elect to rollover their entire balance to an Individual Retirement Account (IRA) or another qualified plan, elect to receive a lump-sum payment equal to their entire balance, or elect annual installments to extend from two to eight years. Upon termination of service, a participant with an account balance less than $5,000 may elect to rollover their entire balance to an IRA or another qualified plan or elect to receive a lump-sum payment equal to their entire balance. In the absence of instruction from a participant, balances less than $1,000 automatically will be paid directly to the participant and those greater than $1,000 will be rolled over to an IRA designated by the Administrator.

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.

2. Significant Accounting Policies

The financial statements of the Plan are prepared on the accrual basis of accounting.

Valuation of Securities and Income Recognition

Investments are stated at aggregate fair 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. Pooled, common and collective funds are valued by the issuer of the funds based on the fund managers estimate of the individual closing price of the funds on the last day of the plan year as quoted by the applicable fund issuer.

The change in the difference between fair value and the cost of investments is reflected in the statements of changes in net assets available for benefits 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.

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2. Significant Accounting Policies (continued)

Valuation of Securities and Income Recognition (continued)

The McCormick Stock Fund (the Fund) is tracked on a unitized basis. The Fund consists of McCormick common stock and funds held in the Wells Fargo Short-Term Investment Money Market Fund sufficient to meet the Funds daily cash needs. Unitizing the Fund allows for daily trades. The value of a unit reflects the combined market value of McCormick common stock and the cash investments held by the Fund. At November 30, 2006, 5,024,915 units were outstanding with a value of $25.80 per unit (4,613,528 units were outstanding with a value of $26.29 per unit at November 30, 2005). At November 30, 2006, the Fund held 3,303,271 shares of McCormick & Company, Incorporated common stock with an aggregate value of $127,902,663 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $1,721,644. At November 30, 2005, the Fund held 3,861,109 shares of McCormick & Company, Incorporated common stock with an aggregate value of $120,543,817 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $752,419.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Administrative services are provided by the Company, which serves as the Plan Sponsor, without cost to the Plan; however, investment advisors fees are paid by the Plan.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from those estimates.

3. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated February 25, 2004, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

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4. Investments

The Plans investments are held in bank-administered trust funds. The custodial trustee of the Plan is Wells Fargo Bank Minnesota N.A. During 2006, 2005 and 2004, the Plans investments (including investments bought, sold, or held throughout the year) appreciated /(depreciated) in fair value by $50,187,889, $(8,482,458) and $46,516,618, respectively, as follows:

	Net Appreciation (Depreciation) in Fair Value During the
	Year Ended November 30
	2006	2005		2004
McCormick &
Company, IncorporatedCommon stock	$ 25,980,305	$ (20,732,458	)	$ 31,507,826
Pooled, common
and collective funds	1,250,288	1,094,776		1,012,478
Mutual funds	22,957,296	11,155,224		13,996,314
Total	$ 50,187,889	$ (8,482,458	)	$ 46,516,618

The Plans dividend income for the years ended November 30, 2006, 2005, and 2004 was $5,745,720, $4,893,635 and $4,116,217, respectively.

The fair value of individual investments that represent 5% or more of the Plans net assets available for benefits are as follows:

	November 30 — 2006	2005
McCormick &
Company, Incorporatedcommon stock fund	$ 129,624,307	$ 121,296,236
Pooled, common
and collective funds:
Wells Fargo Stable Return Fund	28,631,459	28,265,367
Mutual funds:
Vanguard S&P 500 Index Fund	45,688,232
Merrill Lynch Large Cap Core Fund	40,465,305	787,607
American Funds EuroPacific Growth Fund	24,276,261	18,849,703
Fidelity Magellan Fund		39,593,269
Fidelity Growth
& Income Portfolio Fund		38,772,837

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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. The Plan holds investments in common stock of McCormick & Company, Incorporated, the Plan Sponsor, and in funds managed by affiliates of Wells Fargo, the custodial trustee of the Plan. Dividends on McCormick & Company, Incorporated common stock and income on investments in Wells Fargo funds are at the same rates as non-affiliated holders of these securities.

6. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits.

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Supplemental Schedule

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The McCormick 401(k) Retirement Plan

Schedule H, Line 4iSchedule of Assets (Held at End of Year)

EIN 52-0408290, PN 004 November 30, 2006

Description of Investments	Shares Held	Current Value
McCormick
& Company, Incorporated
Common Stock*	3,303,271	$ 127,902,663
Money
Market
Wells Fargo
Short-Term Investment Money Market Fund*	1,721,644	1,721,644
Pooled,
Common and Collective Funds
Wells Fargo
Stable Return Fund*	724,712	28,631,459
Mutual
Funds
Vanguard S&P
500 Index Fund	355,661	45,688,232
Merrill Lynch
Large Cap Core Fund	2,813,999	40,465,305
American Funds
EuroPacific Growth Fund	498,998	24,276,261
Fidelity US Bond
Index Fund	1,362,003	14,954,795
Vanguard Windsor
II Fund	229,561	14,531,238
UAM ICM Small
Company Value	327,568	14,108,337
Vanguard Target
Retirement Fund 2025	976,730	12,873,295
Managers Small
Cap Fund	579,009	9,194,660
Vanguard Target
Retirement Fund 2015	547,452	6,936,221
Harbor Capital
Appreciation Fund	159,074	5,311,465
Vanguard Target
Retirement Income Fund	453,825	4,914,921
Vanguard Total
International Stock	273,942	4,802,208
Vanguard Mid-Cap
Index Fund	51,809	4,723,977
Vanguard Target
Retirement Fund 2035	270,234	3,769,767
Vanguard Index
Tr Small Cap Stock Fund	84,658	2,794,550
Vanguard Target
Retirement Fund 2045	73,926	1,063,795
Participant
loans (5.25% 9.75% annual int. rates)*		4,133,409
		$ 372,798,202

Indicates parties-in-interest to the Plan.

** Historical cost has been omitted, as all investments are participant directed.

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*Consent of Independent Registered Public Accounting Firm*

We consent to the incorporation by reference in the following Registration Statements of McCormick & Company, Inc. of our report dated May 22, 2007, with respect to the financial statements and supplemental schedule of the McCormick 401(k) Retirement Plan for the year ended November 30, 2006, our report dated May 22, 2007, with respect to the financial statements and supplemental schedule of the Mojave Foods Corporation 401(k) Retirement Plan for the year ended November 30, 2006, and our report dated May 22, 2007, with respect to the financial statements and supplemental schedule of the Zatarains Partnership, L.P. 401(k) Savings Plan for the year ended December 31, 2006, all included in this Form 10-K/A of McCormick & Company, Inc.

Form	Registration Number	Date Filed
S-8	333-142020	04/11/2007
S-8 POS	333-123808	04/04/2005
S-8	333-104084	03/23/2005
S-3	333-122366	01/28/2005
S-8	333-114094	03/31/2004
S-8	333-104084	03/28/2003
S-8	333-57590	03/26/2001
S-3/A	333-46490	01/23/2001
S-8	333-93231	12/21/1999
S-8	333-74963	03/24/1999
S-3	333-47611	03/09/1998
S-8	33-23727	03/21/1997
S-3	33-66614	07/27/1993
S-3	33-40920	05/29/1991
S-8	33-33724	03/02/1990
S-3	33-32712	12/21/1989
S-3	33-24660	03/16/1989
S-8	33-24658	09/15/1988
S-3	33-24659	09/15/1988

May 29, 2007 Baltimore, Maryland

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Required Information

Items 1 through 3: Not required; see Item 4 below.

Item 4. Plan Financial Statements and Schedules Prepared in accordance with the financial reporting requirements of ERISA.

a)	Report of Registered Public Accounting Firm
v)	Statements of Net Assets Available For Benefits
vi)	Statements of Changes in Net Assets Available For
Benefits
vii)	Notes to Financial Statements

b) Exhibits: Consent of Independent Registered Public Accounting Firm.

*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 ZATARAINS PARTNERSHIP L.P. 401(K) RETIREMENT PLAN

DATE:
Regina Templet
Director of
Finance Zatarains Brands
and Plan
Administrator

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The Zatarains Partnership, L.P. 401(k) Savings Plan

Audited Financial Statements and Supplemental Schedule

Years ended December 31, 2006 and 2005 with Report of Independent Registered Public Accounting Firm

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The Zatarains Partnership, L.P. 401(k) Savings Plan Audited Financial Statements and Supplemental Schedule

Years ended December 31, 2006 and 2005

Contents

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Report of Independent Registered Public Accounting Firm

Investment Committee McCormick & Company, Incorporated (on behalf of The Zatarains Partnership, L.P. 401(k) Savings Plan)

We have audited the accompanying statements of net assets available for benefits of The Zatarains Partnership, L.P. 401(k) Savings Plan as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2006 is presented for purposes of additional analysis, and is not a required part of the financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

May 22, 2007 Baltimore, Maryland

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The Zatarains Partnership, L.P. 401(k) Savings Plan

Statements of Net Assets Available for Benefits

	December 31 — 2006	2005
Assets
Investments:
Securities at fair value:
McCormick & Company, Incorporated Common stock
fund	$ 34,476	$ 24,762
Unaffiliated issuer Pooled, common and collective
fund	558,683	890,408
Unaffiliated issuer Mutual funds	6,252,660	5,268,227
Participant loans	78,470	87,728
Total
investments	6,924,289	6,271,125
Receivables:
Employers contribution	315,912	346,672
Employees contributions	20,217	28,227
Accrued interest and dividends	410	411
Total
receivables	336,539	375,310
Total assets	7,260,828	6,646,435
Liabilities
Due to funds for
securities purchased		7,414
Net assets available
for benefits	$ 7,260,828	$ 6,639,021

See accompanying notes.

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The Zatarains Partnership, L.P. 401(k) Savings Plan

Statements of Changes in Net Assets Available for Benefits

	Year ended December 31 — 2006	2005
Additions
Employer
contributions:
Employer contributions	$ 391,674	$ 432,317
Employee contributions	346,092	405,569
Earnings from
investments:
Dividends:
McCormick & Company, Incorporated	753	765
Mutual funds	54,713	47,538
Other, net	6,249	26,093
	799,481	912,282
Deductions
Participant
withdrawals	843,116	778,114
Participant loan
fees	350	16,663
	843,466	794,777
Net realized
gain on investments	279,220	349,248
Net unrealized
appreciation of investments	386,572	213,611
Net increase	621,807	680,364
Net assets
available for benefits at beginning of year	6,639,021	5,958,657
Net assets available
for benefits at end of year	$ 7,260,828	$ 6,639,021

See accompanying notes.

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The Zatarains Partnership, L.P. 401(k) Savings Plan

Notes to Financial Statements December 31, 2006

1. Description of the Plan

The Zatarains Partnership, L.P. 401(k) Savings Plan (the Plan) is a defined contribution plan sponsored by Zatarains Partnership, L.P. (the Company), which incorporates a 401(k) savings and investment option. The Plan has been in existence since 1990. The investment option in common stock of McCormick & Company, Incorporated was added April 1, 2004. The Company is wholly owned by McCormick & Company, Incorporated. The Plan covers all full-time employees of Zatarains Partnership, L.P. who have completed one year of service.

The following description of the Plan provides only general information. Further information about the Plan agreement, eligible employees, vesting provisions, and investment alternatives is contained in the Plan Document.

Participating employees contribute to the Plan through payroll deductions in amounts ranging from 1% to 100% of their earnings, subject to certain limitations. The Company provides a matching contribution of 35% of an employees contribution on the first 6% of the employees eligible compensation. The Company may also contribute annually 3% of an employees eligible compensation as a profit-sharing contribution. An employee is required to have at least one year of service to be eligible for matching or profit-sharing contributions. During 2006 and 2005, the Company made profit-sharing contributions of $311,000 and $340,000, respectively.

Participants are immediately vested in their contributions, the profit-sharing contribution and all earnings on their vested balances. The Companys matching contributions vest as follows: after 2 years of service 20%; after 3 years of service 40%; after 4 years of service 60%; after 5 years of service 100%.

Participants contributions are invested in the Plans investment funds as directed by the participant. At each plan year end, the employer profit-sharing contribution was unallocated. Forfeitures of Company contributions are used to offset future Company contributions. Forfeitures during the years ended December 31, 2006 and 2005 were $4,165 and $5,916, respectively.

Participants are permitted to take loans against their contributions to the Plan, subject to a $1,000 minimum. The maximum of any loan cannot exceed one-half of the participants contributed account balance or $50,000, less the highest outstanding unpaid loan balance during the prior 12 months, whichever is less. The Plan Sponsor (the Company) determines the interest rate for loans based on current market rates.

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1. Description of the Plan (continued)

Loan repayments, including interest, are made by participants through payroll deductions over loan terms of up to five years. Longer terms are available for loans taken to purchase, construct or substantially rehabilitate a primary home for the participant or the participants immediate family.

Upon termination of service, a participant with an account balance greater than $1,000 may elect to rollover the balance to an Individual Retirement Account or another qualified plan or elect to receive a lump-sum payment equal to their account balance. Balances less than $1,000 will automatically be paid directly to the participant.

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.

2. Significant Accounting Policies

The financial statements of the Plan are prepared on the accrual basis of accounting.

Valuation of Securities and Income Recognition

Investments are stated at aggregate fair 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. Pooled, common and collective funds are valued by the issuer of the funds based on the fund managers estimate of the individual investments held by the fund. Mutual funds are valued at the closing price of the funds on the last day of the plan year as quoted by the applicable fund issuer.

The change in the difference between fair value and the cost of investments is reflected in the statements of changes in net asset available for benefits as net unrealized appreciation or depreciation of investments.

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2. Significant Accounting Policies (continued)

Valuation of Securities and Income Recognition (continued)

The McCormick Stock Fund (the Fund) became an investment option for participants in 2004. The Fund is tracked on a unitized basis. The Fund consists of McCormick common stock and funds held in the Wells Fargo Short-Term Investment Money Market Fund sufficient to meet the Funds daily cash needs. Unitizing the Fund allows for daily trades. The value of a unit reflects the combined market value of McCormick common stock and the cash investments held by the Fund. At December 31, 2006, 4,278 units were outstanding with a value of approximately $8.06 per unit (2,472 units were outstanding with a value of approximately $10.02 per unit at December 31, 2005). At December 31, 2006, the Fund held 804 shares of McCormick & Company, Incorporated common stock with an aggregate value of $31,002 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $3,474. At December 31, 2005, the Fund held 745 shares of McCormick & Company, Incorporated common stock with an aggregate value of $23,035 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $1,727.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Administrative services are provided by the Company which serves as the Plan Sponsor, and McCormick & Company, Incorporated without cost to the Plan; however, investment advisors fees are paid by the Plan.

Use of Estimates

3. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated January 20, 2006, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to

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3. Income Tax Status (continued)

maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

4. Investments

The Plans investments are held in bank-administered trust funds. The custodial trustee of the Plan is Wells Fargo Bank Minnesota N.A. During 2006 and 2005, the Plans investments (including investments bought, sold, or held throughout the year) appreciated in fair value by $665,792 and $562,859 as follows:

	Net Appreciation (Depreciation) in Fair Value During the
	Year Ended December 31
	2006	2005
McCormick &
Company, IncorporatedCommon Stock	$ 5,726	$ (7,514	)
Pooled, common
and collective funds	33,855	34,559
Mutual funds	626,211	535,814
Total	$ 665,792	$ 562,859

The Plans dividend income for the years ended December 31, 2006 and 2005 was $55,466 and $48,303, respectively.

The fair value of individual investments that represent 5% or more of the Plans net assets are available for benefits as follows:

	December 31 — 2006	2005
Pooled, common
and collective funds:
Wells Fargo Stable Return Fund	$ 558,683	$ 890,408
Mutual funds:
American Funds EuroPacific Growth Fund	1,667,799	1,248,923
Harbor Capital Appreciation Fund	1,555,972	1,538,248
Vanguard Target Retirement 2025 #304	1,231,624	31,765
Vanguard Institutional Index Fund	750,519	670,304
Wells Fargo
Growth Balanced Fund		1,012,384

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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. The Plan holds investments in common stock of McCormick & Company, Incorporated, the Parent of the Plan Sponsor, and in funds managed by affiliates of Wells Fargo, the custodial trustee of the Plan. Dividends on McCormick & Company, Incorporated common stock and income on investments in Wells Fargo funds are at the same rates as non-affiliated holders of these securities.

6. Risks and Uncertainties

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Supplemental Schedule

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The Zatarains Partnership, L.P. 401(k) Savings Plan

Schedule H, Line 4iSchedule of Assets (Held at End of Year)

EIN 52-0408290, PN 004 December 31, 2006

Description of Investments	Shares Held	Current Value
McCormick
& Company, Incorporated
Common stock*	804	$ 31,002
Money
Market Fund
Wells Fargo
Short-Term Investment Money Market Fund*	3,474	3,474
Pooled,
Common and Collective Funds
Wells Fargo
Stable Return Fund*	14,086	558,683
Mutual
Funds
American Funds
EuroPacific Growth Fund	35,820	1,667,799
Harbor Capital
Appreciation Fund	46,656	1,555,972
Vanguard Target
Retirement 2025 #304	94,450	1,231,624
Vanguard
Institutional Index Fund	5,791	750,519
Vanguard Windsor
II Fund	5,737	353,921
Vanguard Target
Retirement 2015	16,082	200,387
ICM Small
Company Portfolio Fund	4,763	177,982
Managers
Small-Cap Fund	4,522	71,499
Fidelity U.S.
Bond Index	6,078	66,003
Vanguard Target
Retirement 2035 #305	4,194	58,171
Vanguard Index
Tr Small Cap Stock Fund	1,455	47,500
Vanguard Mid Cap
Index Fund	415	37,197
Merrill Lynch
Large Cap Core Fund	1,157	16,505
Vanguard Total
International Stock	838	14,801
Vanguard Target
retirement 2045 #306	121	1,736
Vanguard Target
Retirement Fund #308	98	1,044
Participant
loans (5.00%9.25% annual interest rates)*		78,470
		$ 6,924,289

Indicates parties-in-interest to the Plan.

** Historical cost has been omitted, as all investments are participant directed.

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*Consent of Independent Registered Public Accounting Firm*

Form	Registration — Number	Date Filed
S-8	333-142020	04/11/2007
S-8 POS	333-123808	04/04/2005
S-8	333-104084	03/23/2005
S-3	333-122366	01/28/2005
S-8	333-114094	03/31/2004
S-8	333-104084	03/28/2003
S-8	333-57590	03/26/2001
S-3/A	333-46490	01/23/2001
S-8	333-93231	12/21/1999
S-8	333-74963	03/24/1999
S-3	333-47611	03/09/1998
S-8	33-23727	03/21/1997
S-3	33-66614	07/27/1993
S-3	33-40920	05/29/1991
S-8	33-33724	03/02/1990
S-3	33-32712	12/21/1989
S-3	33-24660	03/16/1989
S-8	33-24658	09/15/1988
S-3	33-24659	09/15/1988

May 29, 2007 Baltimore, Maryland

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*Required Information*

Items 1 through 3: Not required; see Item 4 below.

Item 4. Plan Financial Statements and Schedules Prepared in accordance with the financial reporting requirements of ERISA.

a)	Report of Registered Public Accounting Firm
viii)	Statements of Net Assets Available For Benefits
ix)	Statements of Changes in Net Assets Available For Benefits
x)	Notes to Financial Statements

b) Exhibits: Consent of Independent Registered Public Accounting Firm.

*SIGNATURES*

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

DATE:
Craig Berger
Director of
Finance Mojave Foods Corporation
and Plan
Administrator

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The Mojave Foods Corporation 401(k) Retirement Plan

Audited Financial Statements and Supplemental Schedule

Years ended November 30, 2006 and 2005 with Report of Independent Registered Public Accounting Firm

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The Mojave Foods Corporation 401(k) Retirement Plan Audited Financial Statements and Supplemental Schedule

Years ended November 30, 2006 and 2005

Contents

| Report of Independent
Registered Public Accounting Firm | 1 |
| --- | --- |
| Audited Financial Statements | |
| Statements of Net Assets Available for Benefits | 2 |
| Statements of Changes in Net Assets Available for Benefits | 3 |
| Notes to Financial Statements | 4 |
| Supplemental Schedule | |
| Schedule H, Line 4iSchedule of Assets (Held at End of
Year) | 9 |

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Report of Independent Registered Public Accounting Firm

Investment Committee McCormick & Company, Incorporated (on behalf of The Mojave Foods Corporation 401(k) Retirement Plan)

We have audited the accompanying statements of net assets available for benefits of The Mojave Foods Corporation 401(k) Retirement Plan as of November 30, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at November 30, 2006 and 2005, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of November 30, 2006 is presented for purposes of additional analysis, and is not a required part of the financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

May 22, 2007 Baltimore, Maryland

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The Mojave Foods Corporation 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

	November 30 — 2006	2005
Assets
Investments:
Securities at fair value:
McCormick & Company, Incorporated Common stock
fund	$ 33,214	$ 17,299
Unaffiliated issuer Pooled, common and collective
funds	59,573	35,826
Unaffiliated issuer Mutual funds	392,802	235,509
Participant loans	6,529	2,213
Total investments	492,118	290,847
Receivables:
Employers contribution	37,162	25,442
Employees contributions		2,166
Accrued interest and dividends	224	120
Total
receivables	37,386	27,728
Total assets	529,504	318,575
Liabilities
Due to funds for
securities purchased		1,977
Net assets available
for benefits	$ 529,504	$ 316,598

See accompanying notes.

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The Mojave Foods Corporation 401(k) Retirement Plan

Statements of Changes in Net Assets Available for Benefits

	Year ended November 30 — 2006	2005
Additions
Contributions:
Employer contributions	$ 37,162	$ 25,442
Employee contributions	149,927	141,101
Earnings from
investments:
Dividends:
McCormick & Company, Incorporated	566	266
Mutual funds	4,691	2,125
Other, net	2,156	567
	194,502	169,501
Deductions
Participant
withdrawals	22,761	7,618
Participant loan
fees	300	150
	23,061	7,768
Net realized
gain on investments	10,450	3,686
Net unrealized
appreciation of investments	31,015	6,416
Net increase	212,906	171,835
Net assets
available for benefits at beginning of year	316,598	144,763
Net assets available
for benefits at end of year	$ 529,504	$ 316,598

See accompanying notes.

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The Mojave Foods Corporation 401(k) Retirement Plan

Notes to Financial Statements November 30, 2006

1. Description of the Plan

The Mojave Foods Corporation 401(k) Retirement Plan (the Plan) is a defined contribution plan sponsored by Mojave Foods Corporation (the Company), which incorporates a 401(k) savings and investment option. The Company is a wholly owned subsidiary of McCormick & Company, Incorporated. The Plan covers substantially all full-time employees of Mojave Foods Corporation who have completed six months of service. Employees classified as leased employees of the Company are not eligible for participation.

The Plan began April 1, 2004. The following description of the Plan provides only general information. Further information about the Plan agreement, eligible employees, vesting provisions, and investment alternatives is contained in the Plan Document.

Participating employees contribute to the Plan through payroll deductions in amounts ranging from 1% to 60% of their earnings, subject to certain limitations. The Plan allows but does not require the Company to make matching contributions or other contributions at its discretion. Only participants employed by the Company on the last day of a plan year are eligible to receive any Company contributions made for such plan year. During the period December 1, 2005 through November 30, 2006, the Company made a discretionary matching contribution of 25% of eligible employee pretax contributions. During the period December 1, 2004 through November 30, 2005, the Company made a discretionary matching contribution of 20% of eligible employee pretax contributions. Participants are immediately vested in their contributions, in earnings on their contributions, in matching Company contributions, and in earnings on vested Company contributions.

Participant contributions are invested in the Plans investment funds as directed by the participant.

Participants are permitted to take loans against their contributions to the Plan, subject to a $500 minimum. The maximum of any loan cannot exceed one-half of the participants contributed account balance or $50,000, less the highest outstanding unpaid loan balance during the prior 12 months, whichever is less. The Plan Sponsor (the Company) determines the interest rate for loans based on current market rates. Loan repayments, including interest, are made by participants through payroll deductions over loan terms of up to five years. Longer terms are available for loans taken to purchase, construct or substantially rehabilitate a primary home for the participant or the participants immediate family.

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1. Description of the Plan (continued)

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.

2. Significant Accounting Policies

The financial statements of the Plan are prepared on the accrual basis of accounting.

Valuation of Securities and Income Recognition

Investments are stated at aggregate fair 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. Pooled, common and collective funds are valued by the issuer of the funds based on the fund managers estimate of the individual investments held by the fund. Mutual funds are valued at the closing price of the funds on the last day of the plan year as quoted by the applicable fund issuer.

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2. Significant Accounting Policies (continued)

Valuation of Securities and Income Recognition (continued)

McCormick common stock and the cash investments held by the Fund. At November 30, 2006, 4,056 units were outstanding with a value of approximately $8.19 per unit (2,068 units were outstanding with a value of $8.37 per unit at November 30, 2005). At November 30, 2006, the Fund held 773 shares of McCormick & Company, Incorporated common stock with an aggregate value of $29,931 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $3,283. At November 30, 2005, the Fund held 504 shares of McCormick & Company, Incorporated common stock with an aggregate value of $15,735 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $1,564.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Administrative services are provided by the Company which serves as the Plan Sponsor, and McCormick & Company, Incorporated, without cost to the Plan; however, investment advisors fees are paid by the Plan.

Use of Estimates

3. Income Tax Status

The underlying non-standardized prototype plan has received an opinion letter from the Internal Revenue Service (IRS) dated August 30, 2001 stating that the form of the plan is qualified under Section 401 of the Internal Revenue Code, and therefore, the related trust is tax-exempt. In accordance with Revenue Procedure 2006-6 and Announcement 2001-77, the Plan Sponsor has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore, believes that the Plan is qualified and the related trust is tax-exempt.

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4. Investments

	Net Appreciation (Depreciation) in Fair Value During the
	Year Ended November 30
	2006	2005
McCormick &
Company, Incorporated Common stock	$ 5,078	$ (2,080	)
Pooled, common
and collective funds	2,100	1,003
Mutual funds	34,287	11,179
Total	$ 41,465	$ 10,102

The Plans dividend income for the years ended November 30, 2006 and 2005 was $5,257 and $2,391, respectively.

The fair value of individual investments that represent 5% or more of the Plans net assets available for benefits are as follows:

	November 30 — 2006	2005
McCormick &
Company, Incorporated Common stock fund	$ 33,214	$ 17,299
Pooled, common
and collective funds:
Wells Fargo Stable Return Fund	59,573	35,826
Mutual funds:
Vanguard S&P 500 Index Fund	113,503	42,064
Fidelity US Bond Index Fund	55,248	33,295
ICM Small Company Portfolio Fund	53,281	36,629
Vanguard Windsor II Fund Inc.	34,867	21,431
Vanguard Target Retirement 2035 #305	34,436
Fidelity Growth & Income Portfolio Fund		23,792
Wells Fargo
Strategic Growth Allocation Fund		23,438

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5. Transactions with Parties-in-Interest

Fees paid during the period for legal, accounting and other services rendered by parties-in-interest were based on customary and reasonable rates for such services. The Plan holds investments in common stock of McCormick & Company, Incorporated, the Parent of the Plan Sponsor, and in funds managed by affiliates of Wells Fargo, the custodial trustee of the Plan. Dividends on McCormick & Company, Incorporated common stock and income on investments in Wells Fargo funds are at the same rates as non-affiliated holders of these securities.

6. Risks and Uncertainties

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Supplemental Schedule

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The Mojave Foods Corporation 401(k) Retirement Plan

Schedule H, Line 4iSchedule of Assets (Held at End of Year)

EIN 52-0408290, PN 004 November 30, 2006

Description of Investments	Shares Held	Current Value
McCormick
& Company, Incorporated
Common stock*	773	$ 29,931
Money
Market Fund
Wells Fargo
Short-Term Investment Money Market Fund*	3,283	3,283
Pooled,
Common and Collective Funds
Wells Fargo
Stable Return Fund*	1,508	59,573
Mutual
Funds
Vanguard S&P
500 Index Fund	884	113,503
ICM Small
Company Portfolio Fund	1,237	53,281
Fidelity US Bond
Index Fund	5,032	55,248
Vanguard Target
Retirement 2035 #305	2,468	34,436
Vanguard Target
Retirement Fund #308	1,837	19,890
Vanguard Windsor
II Fund Inc.	551	34,867
Blackrock Large
Cap Core Fund Class 1	1,224	17,603
Vanguard Target
Retirement 2015 #303	1,150	14,576
American Funds
EuroPacific Growth Fund	387	18,831
Harbor Capital
Appreciation Fund	422	14,090
Vanguard Target
Retirement 2025 #304	1,068	14,078
Vanguard Total
International Stock Index	106	1,854
Vanguard Small
Cap Index Fund #548	7	240
Managers Small
Cap fund #416	4	64
Vanguard Mid Cap
Index Fund	3	241
Participant
loans (7.25%9.25% annual interest rates)*		6,529
		$ 492,118

Indicates parties-in-interest to the Plan.

** Historical cost has been omitted, as all investments are participant directed.

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*Consent of Independent Registered Public Accounting Firm*

Form	Registration — Number	Date Filed
S-8	333-142020	04/11/2007
S-8 POS	333-123808	04/04/2005
S-8	333-104084	03/23/2005
S-3	333-122366	01/28/2005
S-8	333-114094	03/31/2004
S-8	333-104084	03/28/2003
S-8	333-57590	03/26/2001
S-3/A	333-46490	01/23/2001
S-8	333-93231	12/21/1999
S-8	333-74963	03/24/1999
S-3	333-47611	03/09/1998
S-8	33-23727	03/21/1997
S-3	33-66614	07/27/1993
S-3	33-40920	05/29/1991
S-8	33-33724	03/02/1990
S-3	33-32712	12/21/1989
S-3	33-24660	03/16/1989
S-8	33-24658	09/15/1988
S-3	33-24659	09/15/1988

May 29, 2007 Baltimore, Maryland

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MCCORMICK & CO INC Annual Report 2006

30330_10-k_2007-05-29_2c94c5eb-1c19-4cfb-9812-dadcd417f613.zip

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MCCORMICK & CO INC — Annual Report 2006

30330_10-k_2007-05-29_2c94c5eb-1c19-4cfb-9812-dadcd417f613.zip

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