Edgar Filing: MCCORMICK & CO INC

FORM 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, 2007

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)

Registrant’s telephone number, including area code: (410) 771-7301

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


Title of Each Class		Name of each exchange on which registered
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 ¨

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 ¨ 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 ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 ¨ Non-Accelerated Filer ¨ Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ 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 registrant’s most recently completed second fiscal quarter.

The aggregate market value of the voting common equity held by non-affiliates at May 31, 2007: $295,588,791

The aggregate market value of the non-voting common equity held by non-affiliates at May 31, 2007: $4,336,471,138

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


Class	Number of Shares Outstanding	Date
Common Stock	12,737,897	December 31, 2007
Common Stock Non-Voting	115,122,793	December 31, 2007

DOCUMENTS INCORPORATED BY REFERENCE


Document		Part of 10-K into which incorporated
Annual Report to Stockholders for Fiscal Year Ended November 30, 2007		Part I, Part II

Registrant’s Proxy Statement dated February 20, 2008		Part III

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, 2007, 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, 2007 and 2006, the Zatarain’s Partnership L.P. 401(K) Retirement Plan for the years ended December 31, 2007 and 2006, and the Mojave Foods Corporation 401(K) Retirement Plan for the years ended November 30, 2007 and 2006. This amendment does not affect the Company's historical results of operations, financial condition or cash flows for any periods presented.

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, 2007

Commission File Number 001-14920

THE McCORMICK 401(K) RETIREMENT PLAN

THE ZATARAIN’S 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

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)	i)	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.


THE McCORMICK 401(K) RETIREMENT PLAN

DATE: May 27, 2008	By:	/s/ Cecile K. Perich
		Cecile K. Perich
		Vice President - Human Relations and Plan Administrator

The McCormick 401(k) Retirement Plan

Financial Statements and Supplemental Schedule Together with

Reports of Independent Registered Public Accounting Firms

As of November 30, 2007 and 2006

LOGO

November 30, 2007 and 2006

CONTENTS


REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS		1

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits		3

Statement of Changes in Net Assets Available for Benefits		4

Notes to the Financial Statements		5

SUPPLEMENTAL SCHEDULE

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)		13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Investment Committee

McCormick & Company, Incorporated

We have audited the accompanying statement of net assets available for benefits of The McCormick 401(k) Retirement Plan (the Plan) as of November 30, 2007, and the related statement of changes in net assets available for benefits for the year ended November 30, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 Plan’s internal control over financial reporting. An audit includes 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 Plan’s 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. 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 audit provides 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 as of November 30, 2007, and the changes in its net assets available for benefits for the year ended November 30, 2007, in conformity with accounting principles generally accepted in the Unites States of America.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of November 30, 2007 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ SB & Company, LLC

Hunt Valley, Maryland

May 21, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Investment Committee

McCormick & Company, Incorporated

We have audited the accompanying statement of net assets available for benefits of The McCormick 401(k) Retirement Plan as of November 30, 2006. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit 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 statement is free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit 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 Plan’s 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 statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan as of November 30, 2006 in conformity with U.S. generally accepted accounting principles.

As described in Note 2, the Plan adopted Financial Accounting Standards Board Staff Position, AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, in 2007. In accordance with the provisions of this new standard, the statement of net assets available for benefits as of November 30, 2006 has been restated.

/s/ Ernst & Young, LLP

Baltimore, Maryland

May 22, 2007, except for Note 2 as to which the date is May 28, 2008

The McCormick 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

As of November 30, 2007 and 2006


	2007		2006
			Restated –See Note 2
ASSETS
Investments:
Securities – at fair value, participant directed:
McCormick Stock Fund	$	113,983,182	$	129,624,307
Pooled, common and collective funds		24,180,133		28,631,459
Mutual funds		223,999,532		210,409,027
Participant loans		3,823,621		4,133,409

Total Investments		365,986,468		372,798,202

Receivables:
Employer’s contribution		33,588		(158	)
Employees’ contributions		69,114		30,468
Accrued interest and dividends		119,514		72,627
Due from funds for securities sold, net		939,135		21,697

Total Receivables		1,161,351		124,634

Total Assets at Fair Value		367,147,819		372,922,836
Adjustments from fair value to contract value for fully benefit-responsive investment contracts		72,759		406,532

Net Assets Available for Benefits	$	367,220,578	$	373,329,368

The accompanying notes are an integral part of these financial statements.

The McCormick 401(k) Retirement Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended November 30, 2007


ADDITIONS
Contributions:
Employer contributions	$	5,664,583
Employee contributions		13,791,568
Earnings from investments:
Dividends:
McCormick & Company, Incorporated		2,487,327
Mutual funds		3,277,387
Net appreciation of investments		14,784,942
Transfer from other plan		719,494
Other, net		340,662

Total Additions		41,065,963

DEDUCTIONS
Participant withdrawals		47,161,979
Administrative expenses		12,774

Total Deductions		47,174,753

Net decrease		(6,108,790	)
Net assets available for benefits, beginning of year		373,329,368

Net Assets Available for Benefits, End of Year	$	367,220,578

The accompanying notes are an integral part of this financial statements.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 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, the Plan Sponsor), 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 & Company, Incorporated common 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 Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA).

During the Plan year 2006, the Company purchased Epicurean International. All eligible employees of Epicurean International became eligible for the Plan. The total net assets of the Simply Asia Foods 401(K) Plan, which was sponsored by Epicurean International, of approximately $719,000 were transferred into Plan during the Plan year 2007.

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.

Contributions

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 employee’s contribution, and 50% on the next 2% of the employee’s 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 Company’s contributions including matching contributions, and all related earnings.

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

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

1.	DESCRIPTION OF THE PLAN (continued)

Participant Accounts

Each participant’s account is credited with the participant’s contribution, and an allocation of the employer’s contribution made on his or her behalf plus a proportionate interest in the investment earnings of the funds in which the contributions are vested. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account balance.

Participant Loans

Participants are permitted to take loans from their account balances, subject to a $500 minimum. The maximum of any loan cannot exceed one-half of the participant’s contributed account balance or $50,000, less the highest outstanding unpaid loan balance during the prior 12 months, whichever is less. The Company’s Investment Committee determines the interest rate for loans based on current market rates. The loans are secured by the participant’s account and bear interest at rates ranging from 5.25% to 9.75%.

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 participant’s immediate family.

Payment of Benefits

Participants may choose to receive account distributions either in the form of a lump sum payment or installments over a period of time as defined in the Plan Agreement. Benefits and withdrawals are recorded when paid.

Plan Termination

Upon termination of service, a participant with an account balance greater than $5,000 may elect to leave his or her account balance invested in the Plan, elect to rollover his or her entire balance to an Individual Retirement Account (IRA) or another qualified plan, elect to receive a lump-sum payment equal to his or her 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 his or her entire balance to an IRA or another qualified plan or elect to receive a lump-sum payment equal to his or her 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 Plan Administrator.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

1.	DESCRIPTION OF THE PLAN (continued)

Plan Termination (continued)

The Company has no intentions to terminate the plan, however 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. Also the Company may 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 benefits.

2.	SIGNIFICANT ACCOUNTING POLICIES

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

Adoption of New Accounting Guidance

In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). The FSP defines the circumstances in which an investment contract is considered fully benefit responsive and provides certain reporting and disclosure requirements for fully benefit responsive investment contracts in defined-contribution health and welfare and pension plans. The financial statement presentation and disclosure provisions of the FSP are effective for financial statements issued for annual periods ending after December 15, 2006, and are required to be applied retroactively to all prior periods presented for comparative purposes. The Plan has adopted the provisions of the FSP as of November 30, 2007.

As required by the FSP, investments in the accompanying statements of net assets available for benefits include fully benefit-responsive investment contracts recognized at fair value. AICPA Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans, as amended, requires fully benefit-responsive investment contracts to be reported at fair value in the Plan’s statements of net assets available for benefits with a corresponding adjustment to reflect these investments at contract value. The requirements of the FSP have been applied retroactively to the statement of net assets available for benefits as of November 30, 2006, presented for comparative purposes. Adoption of the FSP had no effect on the statement of changes in net assets available for benefits for any period presented.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

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 accompanying statement of changes in net assets available for benefits as net appreciation 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.

The McCormick Stock Fund (the Fund) is tracked on a unitized basis. The Fund consists of McCormick & Company, Incorporated common stock and funds held in the Wells Fargo Short-Term Investment Money Market Fund sufficient to meet the Fund’s 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. As of November 30, 2007, 3,613,549 units were outstanding with a value of $31.54 per unit (5,024,915 units were outstanding with a value of $25.80 per unit as of November 30, 2006). As of November 30, 2007, the Fund held 2,966,128 shares of McCormick & Company, Incorporated common stock with an aggregate value of $113,335,761 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $647,421. As of 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.

One of the investment options offered by the Plan, the Wells Fargo Stable Return Fund N (the “Stable Return Fund”), is a common collective trust that is fully invested in Wells Fargo Stable Return Fund G, which is fully invested in contracts deemed to be fully benefit-responsive within the meaning of the FSP. Accordingly, in the Statements of Net Assets Available for Benefits, the Stable Return Fund, along with the Plan’s other investments, is stated at fair value with a corresponding adjustment to reflect the investment in the Stable Return Fund at contract value. Contract value represents cost plus accrued income minus redemptions.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Valuation of Securities and Income Recognition (continued)

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.

The Company provides the Plan with certain management and administrative services for which no fees are charged; however, participant loan service fees are paid by the Plan and included as administrative expenses.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 provides a common definition of fair value to be applied to existing accounting principles generally accepted in the United States requiring the use of fair value measures, establishes a framework for measuring fair value and enhances disclosure about fair value measures under other accounting pronouncements, but does not change existing guidance as to whether or not an asset or liability is carried at fair value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and, as such, will be adopted by the Plan in 2008. Adoption of SFAS No. 157 is not expected to have a material impact to the Plan.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of year end and the changes therein and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

3.	INCOME TAX STATUS

The Plan has received a determination letter from the Internal Revenue Service dated February 25, 2004, stating that the Plan as designed is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to receiving the determination from 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 sponsor believes the Plan is designed and currently 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 Plan’s investments are held in bank-administered trust funds. The custodial trustee of the Plan is Wells Fargo Bank Minnesota N.A. During the year ended November 30, 2007 the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in value by $14,784,942, as follows:


McCormick & Company, Incorporated—Common stock	$	(1,919,532	)
Pooled, common and collective funds		821,415
Mutual funds		15,883,059

Total	$	14,784,942

The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of November 30, 2007 and 2006 are as follows:


	As of November 30,
	2007		2006
McCormick & Company, Incorporated—Common stock fund	$	113,983,182	$	129,624,307
Pooled, common and collective funds:
Wells Fargo Stable Return Fund (at contract value)		24,252,892		29,037,991
Mutual funds:
Vanguard S&P 500 Index Fund		45,930,340		45,688,232
Blackrock Large Cap Core Fund		39,770,870		40,465,305
American Funds EuroPacific Growth Fund		29,860,746		24,276,261

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

5.	TRANSACTIONS WITH PARTIES-IN-INTEREST

The Plan holds investments in common stock of McCormick & Company, Incorporated, the Plan Sponsor, and in funds managed by affiliates of Wells Fargo Minnesota N.A., the custodial trustee of the Plan. Dividends on McCormick & Company, Incorporated common stock and income on investments in Wells Fargo Minnesota N.A. 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 accompanying statements of net assets available for benefits.

7.	RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits and increase in net assets per the accompanying financial statements and the Form 5500 are as follows:


	As of November 30,
	2007			2006
Statements of Net Assets Available for Benefits
Net assets available for benefits per the financial statements	$	367,220,578		$	373,329,368
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(72,759	)		(406,532	)

Net assets available for benefits per the Form 5500, at fair value	$	367,147,819		$	372,922,836


	Year Ended November 30, 2007
Statement of changes for net assets available for benefits:
Net decrease in net assets available for benefits per the financial statements	$	(6,108,790	)
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		333,773

Net decrease in net assets available for benefits per Form 5500	$	(5,775,017	)

Supplemental Schedule

The McCormick 401(k) Retirement Plan

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

As of November 30, 2007


Description of Investments	Shares Held	Current Value
McCormick Stock Fund
McCormick & Company, Incorporated
Common Stock*	2,966,128	$	113,335,761

Money Market Fund
Wells Fargo Short-Term Investment Money Market Fund*	647,421		647,421

			113,983,182

Pooled, Common and Collective Funds
Wells Fargo Stable Return Fund*	585,093		24,180,133

Mutual Funds
Vanguard S&P 500 Index Fund	338,146		45,930,340
Blackrock Large Cap Core Fund	2,884,037		39,770,870
American Funds EuroPacific Growth Fund	532,752		29,860,746
Vanguard Windsor II Fund Adm	233,732		14,977,521
Fidelity US Bond Index Fund	1,303,415		14,246,324
Vanguard Target Retirement Fund 2025 #304	1,003,408		14,168,116
ICM Small Company Value Fund	356,254		13,612,474
Vanguard Total International Stock Index	459,109		9,590,782
Managers Small Cap Fund	496,324		8,392,845
Vanguard Target Retirement Fund 2015	599,332		8,067,012
Vanguard Mid Cap Index Fund	268,045		5,645,023
T Rowe Price Growth Stock Fund	153,398		5,370,456
Vanguard Target Retirement Fund #308	460,745		5,197,205
Vanguard Target Retirement Fund 2035	320,337		4,814,671
Vanguard Index Trust Small Cap Stock Fund	94,005		2,820,148
Vanguard Target Retirement Fund 2045 #306	98,905		1,534,999

			223,999,532

Participant loans (5.25% – 9.75% annual interest rates)*	N/A		3,823,621

		$	365,986,468

*	Indicates parties-in-interest to the Plan.

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

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements pertaining to the McCormick 401(k) Retirement Plan, Mojave Foods Corporation 401(k) Retirement Plan and Zatarain’s Partnership, L.P. 401(k) Savings Plan of McCormick & Company, Inc. of our report dated May 21, 2008, with respect to the financial statements and supplemental schedule of the McCormick 401(k) Retirement Plan included in this Annual Report (Form 11-K) for the year ended November 30, 2007, our report dated May 21, 2008, with respect to the financial statements and supplemental schedule of the Mojave Foods Corporation 401(k) Retirement Plan included in this Annual Report (Form 11-K) for the year ended November 30, 2007, and our report dated May 21, 2008, with respect to the financial statements and supplemental schedule of the Zatarain’s Partnership, L.P. 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2007.


Form	Registration Number	Date Filed
S-8	333-150043	04/02/2008
S-3	333-147809	12/04/2007
S-8	333-142020	04/11/2007
S-3	333-122366	01/28/2005
S-8	333-114094	03/31/2004
S-8	333-57590	03/26/2001
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/ SB & Company LLC

May 21, 2008

Hunt Valley, Maryland

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, except for Note 2 as to which the date is May 28, 2008, with respect to the statement of net assets available for benefits of the McCormick 401(k) Retirement Plan as of November 30, 2006, our report dated May 22, 2007 except for Note 2 as to which the date is May 28, 2008, with respect to the statement of net assets available for benefits of the Mojave Foods Corporation 401(k) Retirement Plan as of November 30, 2006, and our report dated May 22, 2007 except for Note 2 as to which the date is May 28, 2008, with respect to the statement of net assets available for benefits of the Zatarain’s Partnership, L.P. 401(k) Savings Plan as of December 31, 2006, all included in this Form 10-K/A of McCormick & Company, Inc.


Form	Registration Number	Date Filed
S-8	333-150043	04/02/2008
S-3	333-147809	12/04/2007
S-8	333-142020	04/11/2007
S-3	333-122366	01/28/2005
S-8	333-114094	03/31/2004
S-8	333-57590	03/26/2001
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-8	33-33724	03/02/1990

/s/ Ernst & Young LLP

Baltimore, Maryland

May 28, 2008

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)	i)	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 ZATARAIN’S PARTNERSHIP L.P. 401(K) RETIREMENT PLAN

DATE: May 27, 2008	By:	/s/ Regina Templet
		Regina Templet
		Director of Finance – Zatarain’s Brands
		and Plan Administrator

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

Financial Statements and Supplemental Schedule Together with

Reports of Independent Registered Public Accounting Firms

As of December 31, 2007 and 2006

LOGO

December 31, 2007 and 2006

CONTENTS


REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS		1

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits		3

Statement of Changes in Net Assets Available for Benefits		4

Notes to the Financial Statements		5

SUPPLEMENTAL SCHEDULE

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)		13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Investment Committee

McCormick & Company, Incorporated

(on behalf of The Zatarain’s Partnership, L.P. 401(k) Savings Plan)

We have audited the accompanying statement of net assets available for benefits of The Zatarain’s Partnership, L.P. 401(k) Savings Plan (the Plan) as of December 31, 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the Unites States of America.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2007 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ SB & Company, LLC

Hunt Valley, Maryland

May 21, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Investment Committee

McCormick & Company, Incorporated

(on behalf of The Zatarain’s Partnership, L.P. 401(k) Savings Plan)

We have audited the accompanying statement of net assets available for benefits of The Zatarain’s Partnership, L.P. 401(k) Savings Plan as of December 31, 2006. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit 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 statement is free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit 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 Plan’s 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 statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young, LLP

Baltimore, Maryland

May 22, 2007, except for Note 2 as to which the date is May 28, 2008

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

Statements of Net Assets Available for Benefits

As of December 31, 2007 and 2006


	2007		2006
			Restated – See Note 2
ASSETS
Investments:
Securities – at fair value, participant directed:
McCormick Stock Fund	$	41,313	$	34,476
Pooled, common and collective fund		739,043		558,683
Mutual funds		7,098,386		6,252,660
Participant loan		83,294		78,470

Total Investments		7,962,036		6,924,289

Receivables:
Employer’s contribution		318,742		315,912
Employees’ contributions		496		20,217
Accrued interest and dividends		2,649		410

Total Receivables		321,887		336,539

Total Assets		8,283,923		7,260,828

LIABILITIES
Due to funds for securities purchased		2,493		—

Net Assets Reflecting all Investments at Fair Value		8,281,430		7,260,828
Adjustments from fair value to contract value for fully benefit-responsive investment contracts		2,224		7,933

Net Assets Available for Benefits	$	8,283,654	$	7,268,761

The accompanying notes are an integral part of these financial statements.

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2007


ADDITIONS
Contributions:
Employer contributions	$	386,945
Employee contributions		275,705
Earnings from investments:
Dividends:
McCormick & Company, Incorporated		1,064
Mutual funds		150,643
Net appreciation of investments		596,198
Other, net		6,672

Total Additions		1,417,227

DEDUCTIONS
Participant withdrawals		402,184
Administration expenses		150

Total Deductions		402,334

Net increase		1,014,893
Net assets available for benefits, beginning of year		7,268,761

Net Assets Available for Benefits, End of Year	$	8,283,654

The accompanying notes are an integral part of this financial statement.

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

Notes to the Financial Statements

December 31, 2007 and 2006

1.	DESCRIPTION OF THE PLAN

The Zatarain’s Partnership, L.P. 401(k) Savings Plan (the Plan) is a defined contribution plan sponsored by Zatarain’s Partnership, L.P. (the Company, the Plan Sponsor), which incorporates a 401(k) savings and investment option. The investment option in common stock of McCormick & Company, Incorporated was added April 1, 2004. The Company is wholly owned subsidiary of McCormick & Company, Incorporated. The Plan covers all full-time employees of Zatarain’s Partnership, L.P. who have completed one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA).

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.

Contributions

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 employee’s contribution on the first 6% of the employee’s eligible compensation. The Company may also contribute annually 3% of an employee’s 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 the year ended December 31, 2007, the Company made profit-sharing contributions of $317,000.

Participants are immediately vested in their contributions, the profit-sharing contribution and all earnings on their vested balances. The Company’s matching contributions vest as follows:


After Years of Service	Vesting Percentage
2	20	%
3	40	%
4	60	%
5	80	%
6	100	%

Participant’s contributions are invested in the Plan’s investment funds as directed by the participant. At each plan year end, the employer profit-sharing contribution is unallocated. Forfeitures of Company contributions are used to offset future Company contributions. Forfeitures during the year ended December 31, 2007 were $3,914, which were used to reduce the Company’s contribution.

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

Notes to the Financial Statements

December 31, 2007 and 2006

1.	DESCRIPTION OF THE PLAN (continued)

Participant Accounts

Participant Loans

Participants are permitted to take loans from their account balances, subject to a $1,000 minimum. The maximum amount of any loan cannot exceed one-half of the participant’s contributed account balance or $50,000, less the highest outstanding unpaid loan balance during the prior 12 months, whichever is less. The Plan Sponsor (the Company) determines the interest rate for loans based on current market rates. The loans are secured by the participant’s account and bear interest at rates ranging from 7.00% to 9.25%.

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 participant’s immediate family.

Payment of Benefits

Plan Termination

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 his or her account balance. Balances less than $1,000 will automatically be paid directly to the participant.

The Company has no intentions to terminate the plan, however 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. Also the Company may 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 benefits.

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

Notes to the Financial Statements

December 31, 2007 and 2006

2.	SIGNIFICANT ACCOUNTING POLICIES

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

Adoption of New Accounting Guidance

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 Zatarain’s Partnership, L.P. 401(k) Savings Plan

Notes to the Financial Statements

December 31, 2007 and 2006

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Valuation of Securities and Income Recognition (continued)

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 investment are added to the cost or deducted from the proceeds.

The McCormick Stock Fund (the Fund) is tracked on a unitized basis. The Fund consists of McCormick & Company, Incorporated common stock and funds held in the Wells Fargo Short-Term Investment Money Market Fund sufficient to meet the Fund’s 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. As of December 31, 2007, 4,551 units were outstanding with a value of approximately $9.08 per unit (4,278 units were outstanding with a value of approximately $8.06 per unit as of December 31, 2006). As of December 31, 2007, the Fund held 996 shares of McCormick & Company, Incorporated common stock with an aggregate value of $37,758 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $3,555. As of 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.

One of the investment options offered by the Plan, the Wells Fargo Stable Return Fund N (the “Stable Return Fund”), is a common collective trust that is fully invested in Wells Fargo Stable Return Fund G, which is fully invested in contracts deemed to be fully benefit responsive within the meaning of the FSP. Accordingly, in the Statements of Net Assets Available for Benefits, the Stable Return Fund, along with the Plan’s other investments, is stated at fair value with a corresponding adjustment to reflect the investment in the Stable Return Fund at contract value. Contract value represents cost plus accrued income minus redemptions.

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.

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

Notes to the Financial Statements

December 31, 2007 and 2006

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

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 as designed is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to receiving the determination from 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 sponsor believes the Plan is designed and currently 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.

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

Notes to the Financial Statements

December 31, 2007 and 2006

4.	INVESTMENTS

The Plan’s investments are held in bank-administered trust funds. The custodial trustee of the Plan is Wells Fargo Bank Minnesota N.A. During the year ended December 31, 2007, the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in fair value by $596,198 as follows:


McCormick & Company, Incorporated—Common stock	$	(544	)
Pooled, common and collective funds		24,605
Mutual funds		572,137

Total	$	596,198

The value of individual investments that represent 5% or more of the Plan’s net assets are available for benefits as of December 31, 2007 and 2006 are follows:


	As of December 31,
	2007		2006
Pooled, common and collective funds:
Wells Fargo Stable Return Fund (at contract value)	$	741,267	$	566,616
Mutual funds:
American Funds EuroPacific Growth Fund		1,881,441		1,667,799
T. Rowe Price Growth Stock Fund		1,522,686		—
Vanguard Target Retirement 2025 #304		1,354,337		1,231,624
Vanguard Institutional Index Fund		790,773		750,519
Harbor Capital Appreciation Fund		—		1,555,972

5.	TRANSACTIONS WITH PARTIES-IN-INTEREST

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 Minnesota N.A., the custodial trustee of the Plan. Dividends on McCormick & Company, Incorporated common stock and income on investments in Wells Fargo Minnesota N.A. funds are at the same rates as non-affiliated holders of these securities.

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

Notes to the Financial Statements

December 31, 2007 and 2006

6.	RISKS AND UNCERTAINTIES

7.	RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits and increase in net assets per the accompanying financial statements and the Form 5500 are as follows:


	As of December 31,
	2007			2006
Statements of Net Assets Available for Benefits
Net assets available for benefits per the financial statements	$	8,283,654		$	7,268,761
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(2,224	)		(7,933	)

Net assets available for benefits per the Form 5500, at fair value	$	8,281,430		$	7,260,828



	Year Ended December 31, 2007
Statement of changes for net assets available for benefits:
Net increase in net assets available for benefits per the financial statements	$	1,014,893
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		5,709

Net increase in net assets available for benefits per Form 5500	$	1,020,602

Supplemental Schedule

The Zatarain’s Partnership, L.P. 401(k) Savings Plan

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

As of December 31, 2007


Description of Investments	Shares Held	Current Value
McCormick Stock Fund
McCormick & Company, Incorporated
Common stock*	996	$	37,758

Money Market Fund
Wells Fargo Short-Term Investment Money Market Fund*	3,555		3,555

			41,313

Pooled, Common and Collective Funds
Wells Fargo Stable Return Fund*	17,818		739,043

Mutual Funds
American Funds EuroPacific Growth Fund	36,985		1,881,441
T Rowe Price Growth Stock Fund	45,237		1,522,686
Vanguard Target Retirement 2025 #304	98,713		1,354,337
Vanguard Institutional Index Fund	5,895		790,773
ICM Small Company Value Fund	10,728		355,519
Fidelity U.S. Bond Index	28,554		310,949
Vanguard Windsor II Fund Adm	4,665		258,837
Vanguard Target Retirement 2015	18,310		239,123
Vanguard Target Retirement 2035 #305	8,106		118,512
Vanguard Mid Cap Index Fund	2,398		49,777
Vanguard Small Cap Index Signal	1,546		45,412
Vanguard Target Retirement 2045 #306	2,961		44,676
Managers Small-Cap Fund	2,476		42,068
Vanguard Total International Stock Index	2,069		41,157
Blackrock Large Cap Core Fund	3,039		40,934
Vanguard Target Retirement Fund #308	196		2,185

			7,098,386

Participant loans (7.00%–9.25% annual interest rates)*	N/A		83,294

		$	7,962,036

*	Indicates parties-in-interest to the Plan.

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

Consent of Independent Registered Public Accounting Firm


Form	Registration Number	Date Filed
S-8	333-150043	04/02/2008
S-3	333-147809	12/04/2007
S-8	333-142020	04/11/2007
S-3	333-122366	01/28/2005
S-8	333-114094	03/31/2004
S-8	333-57590	03/26/2001
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/ SB & Company LLC

May 21, 2008

Hunt Valley, Maryland

Consent of Independent Registered Public Accounting Firm


Form	Registration Number	Date Filed
S-8	333-150043	04/02/2008
S-3	333-147809	12/04/2007
S-8	333-142020	04/11/2007
S-3	333-122366	01/28/2005
S-8	333-114094	03/31/2004
S-8	333-57590	03/26/2001
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-8	33-33724	03/02/1990

/s/ Ernst & Young LLP

Baltimore, Maryland

May 28, 2008

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)	i)	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: May 27, 2008	By:	/s/ Craig Berger
		Craig Berger
		Director of Finance – Mojave Foods Corporation
		and Plan Administrator

The Mojave Foods Corporation 401(k) Retirement Plan

Financial Statements and Supplemental Schedule Together with

Reports of Independent Registered Public Accounting Firms

As of November 30, 2007 and 2006

LOGO

November 30, 2007 and 2006

CONTENTS


REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS		1

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits		3

Statement of Changes in Net Assets Available for Benefits		4

Notes to the Financial Statements		5

SUPPLEMENTAL SCHEDULE

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)		13

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 statement of net assets available for benefits of The Mojave Foods Corporation 401(k) Retirement Plan (the Plan) as of November 30, 2007, and the related statement of changes in net assets available for benefits for the year ended November 30, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of November 30, 2007 and the changes in its net assets available for benefits for the year ended November 30, 2007, in conformity with accounting principles generally accepted in the Unites States of America.

/s/ SB & Company, LLC

Hunt Valley, Maryland

May 21, 2008

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 statement of net assets available for benefits of The Mojave Foods Corporation 401(k) Retirement Plan as of November 30, 2006. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit 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 statement is free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit 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 Plan’s 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 statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young, LLP

Baltimore, Maryland

May 22, 2007, except for Note 2 as to which the date is May 28, 2008

The Mojave Foods Corporation 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

As of November 30, 2007 and 2006


	2007		2006
			Restated –See Note 2
ASSETS
Investments:
Securities – at fair value, participant directed:
McCormick Stock Fund	$	47,547	$	33,214
Pooled, common and collective funds		55,856		59,573
Mutual funds		618,480		392,802
Participant loans		10,312		6,529

Total Investments		732,195		492,118

Receivables:
Employer’s contribution		35,757		37,162
Employees’ contributions		7,138		—
Accrued interest and dividends		319		224

Total Receivables		43,214		37,386

Total Assets at Fair Value		775,409		529,504
Adjustments from fair value to contract value for fully benefit-responsive investment contracts		168		846

Net Assets Available for Benefits	$	775,577	$	530,350

The accompanying notes are an integral part of these financial statements.

The Mojave Foods Corporation 401(k) Retirement Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended November 30, 2007


ADDITIONS
Contributions:
Employer contributions	$	35,757
Employee contributions		179,898
Earnings from investments:
Dividends:
McCormick & Company, Incorporated		989
Mutual funds		9,917
Net appreciation of investments		29,794
Other, net		468

Total Additions		256,823

DEDUCTIONS
Participant withdrawals		11,346
Administrative expenses		250

Total Deductions		11,596

Net increase		245,227
Net assets available for benefits, beginning of year		530,350

Net Assets Available for Benefits, End of Year	$	775,577

The accompanying notes are an integral part of this financial statement.

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 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, the Plan Sponsor), 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 is subject to the provisions of the Employee Retirement Income Security Act (ERISA).

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.

Contributions

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 year ended November 30, 2007, the Company made a discretionary matching contribution of 20% of eligible employee pretax contributions. During the year ended November 30, 2006, the Company made a discretionary matching contribution of 25% 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.

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

Participant Accounts

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

1.	DESCRIPTION OF THE PLAN (continued)

Participant Loans

Participants are permitted to take loans from their account balances, subject to a $500 minimum. The maximum of any loan cannot exceed one-half of the participant’s contributed account balance or $50,000, less the highest outstanding unpaid loan balance during the prior 12 months, whichever is less. The Plan Sponsor determines the interest rate for loans based on current market rates. The loans are secured by the participant’s account and bear interest at rates ranging from 7.25% to 9.25%.

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 participant’s immediate family.

Payment of Benefits

Plan Termination

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 his or her account balance. Balances less than $1,000 will automatically be paid directly to the participant.

The Company has no intentions to terminate the plan; however, 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 cause make it necessary to do so. Also the Company may 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 benefits.

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

2.	SUMMARY OF ACCOUNTING POLICIES

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

Adoption of New Accounting Guidance

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 Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

2.	SUMMARY OF 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 & Company, Incorporated common stock and funds held in the Wells Fargo Short-Term Investment Money Market Fund sufficient to meet the Fund’s daily cash needs. Unitizing the Fund allows for daily trades. The value of a unit reflects the combined market value of McCormick & Company, Incorporated common stock and the cash investments held by the Fund. As of November 30, 2007, 5,649 units were outstanding with a value of approximately $8.42 per unit (4,056 units were outstanding with a value of $8.19 per unit as of November 30, 2006). As of November 30, 2007, the Fund held 1,126 shares of McCormick & Company, Incorporated common stock with an aggregate value of $43,024 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $ 4,523. As of 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.

One of the investment options offered by the Plan, the Wells Fargo Stable Return Fund N (the “Stable Return Fund”), is a common collective trust that is fully invested in Wells Fargo Stable Return Fund G, which is fully invested in contracts deemed to be fully benefit responsive within the meaning of the FSP. Accordingly, in the Statements of Net Assets Available for Benefits, the Stable Return Fund, along with the Plan’s other investments, is stated at fair value with a corresponding adjustment to reflect the investment in the Stable Return Fund at contract value. Contract value represents cost plus accrued income minus redemptions.

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.

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

2.	SUMMARY OF ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

Use of Estimates

3.	INCOME TAX STATUS

The Plan was designed using a non-standardized prototype plan document and 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 sponsor 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.

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

4.	INVESTMENTS

The Plan’s investments are held in bank-administered trust funds. The custodial trustee of the Plan is Wells Fargo Bank Minnesota N.A. During the year ended November 30, 2007, the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in fair value by $29,794, as follows:


McCormick & Company, Incorporated—Common stock	$	(119	)
Pooled, common and collective funds		2,317
Mutual funds		27,596

Total	$	29,794

The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of November 30, 2007 and 2006 are as follows:


	As of November 30,
	2007		2006
McCormick & Company, Incorporated – Common stock fund	$	47,547	$	33,214
Pooled, common and collective funds:
Wells Fargo Stable Return Fund (at contract value)		56,024		60,419
Mutual funds:
Vanguard S&P 500 Index Fund		159,295		113,503
Fidelity US Bond Index Fund		84,591		55,248
ICM Small Company Portfolio Fund		77,646		53,281
Vanguard Target Retirement 2035 #305		56,491		34,436
Vanguard Windsor II Fund Inc.		56,177		34,867
Vanguard Target Retirement 2025 #304		38,563		14,078

5.	TRANSACTIONS WITH PARTIES-IN-INTEREST

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2007 and 2006

6.	RISKS AND UNCERTAINTIES

7.	RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits and increase in net assets per the accompanying financial statements and the Form 5500 are as follows:


	As of November 30,
	2007			2006
Statements of Net Assets Available for Benefits
Net assets available for benefits per the financial statements	$	775,577		$	530,350
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(168	)		(846	)

Net assets available for benefits per the Form 5500, at fair value	$	775,409		$	529,504


	Year Ended November 30, 2007
Statement of changes for net assets available for benefits:
Net increase in net assets available for benefits per the financial statements	$	245,227
Adjustment from fair value to contract value for Fully benefit-responsive investment contracts		678

Net increase in net assets available for benefits per Form 5500	$	245,905

Supplemental Schedule

The Mojave Foods Corporation 401(k) Retirement Plan

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

As of November 30, 2007


Description of Investments	Shares Held	Current Value
McCormick Stock Fund
McCormick & Company, Incorporated
Common stock*	1,126	$	43,024

Money Market Fund
Wells Fargo Short-Term Investment Money Market Fund*	4,523		4,523

			47,547
Pooled, Common and Collective Funds
Wells Fargo Stable Return Fund*	1,352		55,856

Mutual Funds
Vanguard S&P 500 Index Fund	1,173		159,295
Fidelity US Bond Index Fund	7,739		84,591
ICM Small Company Portfolio Fund	2,032		77,646
Vanguard Target Retirement 2035 #305	3,759		56,491
Vanguard Windsor II Fund Adm	877		56,177
Vanguard Target Retirement 2025 #304	2,731		38,563
American Funds EuroPacific Growth Fund	645		36,139
Vanguard Target Retirement Fund #308	2,681		30,244
Blackrock Large Cap Core Fund	1,450		19,989
Vanguard Total International Stock Index	912		19,047
T. Rowe Price Growth Stock Fund	490		17,166
Vanguard Target Retirement 2015 #303	1,093		14,713
Vanguard Mid Cap Index Fund	382		8,055
Vanguard Small Cap Index Fund #548	6		178
Managers Small Cap fund #416	11		186

			618,480

Participant loans (7.25%–9.25% annual interest rates)*	N/A		10,312

		$	732,195

*	Indicates parties-in-interest to the Plan.

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

Consent of Independent Registered Public Accounting Firm


Form	Registration Number	Date Filed
S-8	333-150043	04/02/2008
S-3	333-147809	12/04/2007
S-8	333-142020	04/11/2007
S-3	333-122366	01/28/2005
S-8	333-114094	03/31/2004
S-8	333-57590	03/26/2001
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/ SB & Company LLC

May 21, 2008

Hunt Valley, Maryland

Consent of Independent Registered Public Accounting Firm


Form	Registration Number	Date Filed
S-8	333-150043	04/02/2008
S-3	333-147809	12/04/2007
S-8	333-142020	04/11/2007
S-3	333-122366	01/28/2005
S-8	333-114094	03/31/2004
S-8	333-57590	03/26/2001
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-8	33-33724	03/02/1990

/s/ Ernst & Young LLP

Baltimore, Maryland

May 28, 2008