MCCORMICK & COMPANY 2004 ANNUAL REPORT consolidated financial statements report of independent registered public accounting firm Continued from page 35 The Board of Directors and Shareholders of  McCormick & Company, Incorporated  periods are subject to the risk that controls may become inade- quate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We have audited the accompanying consolidated balance sheets of McCormick & Company, Incorporated and subsidiaries as of November 30, 2004 and 2003, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended November 30, 2004. These financial statements are the respon- sibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on  our audits.  In our opinion, management’s assessment that McCormick & Company, Incorporated and subsidiaries main- tained effective internal control over financial reporting as of November 30, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also in our opinion, McCormick & Company, Incorporated and subsidiaries maintained, in all mate- rial respects, effective internal control over financial reporting as of November 30, 2004, based on the COSO criteria. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheets of McCormick & Company, Incorporated and subsidiaries as of November 30, 2004 and 2003 and the related statements of income, shareholders’ equity and cash flows for each of the years in the three-year period ended November 30, 2004, and our report dated January 25, 2005 expresses an unqualified opinion on these statements. 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 finan- cial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluat- ing 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 consolidated financial position of McCormick & Company, Incorporated and subsid- iaries at November 30, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended November 30, 2004, in conformity with United States generally accepted accounting principles.  As discussed in note 1 of the notes to consolidated finan- cial statements, the Company changed the manner in which  it accounts for a variable interest entity upon adoption of  certain provisions of Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46) on September 1, 2003. The Company adopted the remaining provisions of FIN 46 effective May 31, 2004. We also have audited, in accordance with the standards  of the Public Company Accounting Oversight Board (United States), the effectiveness of McCormick & Company and subsidiaries’ internal control over financial reporting as of November 30, 2004, based on criteria established in  Internal Control – Integrated Framework issued by the Committee  of Sponsoring Organizations of the Treadway Commission and our report dated January 25, 2005 expressed an unqualified opinion thereon. Ermt r eg? Baltimore, Maryland January 25, 2005 36 Sanat ¥ eg? Baltimore, Maryland January 25, 2005