Form 10-K/A
Table of Contents

 

 

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, 2010

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    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, or a smaller reporting company (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, 2010: $282,349,049

The aggregate market value of the non-voting common equity held by non-affiliates at May 31, 2010: $4,645,172,239

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

  12,564,756   December 31, 2010

Common Stock Non-Voting

  120,399,229   December 31, 2010

DOCUMENTS INCORPORATED BY REFERENCE

 

Document    Part of 10-K into which incorporated

Annual Report to Stockholders

for Fiscal Year Ended November 30, 2010

  

(the “Annual Report to Stockholders for 2010”)

   Part I, Part II

Proxy Statement for

  

McCormick’s March 30, 2011

  

Annual Meeting of Shareholders

  

(the “2011 Proxy Statement”)

   Part III

 

 

 


Table of Contents

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, 2010, to furnish the financial statements required by Form 11-K with respect to the McCormick 401(K) Retirement Plan for the years ended November 30, 2010 and 2009, the Zatarain’s Partnership L.P. 401(K) Retirement Plan for the years ended December 31, 2010 and 2009, and the Mojave Foods Corporation 401(K) Retirement Plan for the years ended November 30, 2010 and 2009. This amendment does not affect the Company’s historical results of operations, financial condition or cash flows for any periods presented.


Table of Contents

 

 

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, 2010

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

 

 

 


Table of Contents

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 25, 2011       By:  

/s/    Cecile K. Perich        

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


Table of Contents

 

 

The McCormick 401(k) Retirement Plan

Financial Statements and Supplemental Schedule Together with

Report of Independent Registered Public Accounting Firm

As of November 30, 2010 and 2009


Table of Contents

LOGO

NOVEMBER 30, 2010 AND 2009

CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     1   

FINANCIAL STATEMENTS

  

Statements of Net Assets Available for Benefits

     2   

Statement of Changes in Net Assets Available for Benefits

     3   

Notes to the Financial Statements

     4   

SUPPLEMENTAL SCHEDULE

  

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

     14   


Table of Contents

LOGO

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 (the Plan) as of November 30, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended November 30, 2010. 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 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 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 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 as of November 30, 2010 and 2009, and the changes in its net assets available for benefits for the year ended November 30, 2010, in conformity with accounting principles generally accepted in the Unites States of America.

Our audits were 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, 2010, 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.

 

Hunt Valley, Maryland

May 24, 2011

  LOGO

 

 

200 International Circle    •    Suite 5500    •    Hunt Valley    •    Maryland 21030    •    P 410-584-0060    •    F 410-584-0061


Table of Contents

The McCormick 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

As of November 30, 2010 and 2009

 

     2010     2009  
ASSETS     

Investments:

    

Securities – at fair value, participant directed:

    

McCormick stock fund

   $ 123,557,816      $ 100,907,047   

Pooled, common and collective funds

     33,970,625        33,957,943   

Equity funds

     141,351,715        125,112,320   

Bond funds

     30,431,406        26,092,136   

Balanced funds

     37,031,712        30,501,232   
                

Total Investments

     366,343,274        316,570,678   
                

Receivables:

    

Notes receivable from participants

     5,628,130        4,881,840   

Employer contributions

     42,538        39,179   

Employee contributions

     107,853        104,334   

Accrued interest and dividends

     59,772        60,025   

Due from funds for securities sold, net

     —          1,717,826   
                

Total Receivables

     5,838,293        6,803,204   
                

Total Assets at Fair Value

     372,181,567        323,373,882   
                

LIABILITIES

    

Due to funds for securities purchased

     158,529        —     
                

Net Assets at Fair Value

     372,023,038        323,373,882   

Adjustments from fair value to contract value for fully benefit-responsive investment contracts

     (731,266     (67,780
                

Net Assets Available for Benefits

   $ 371,291,772      $ 323,306,102   
                

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

 

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The McCormick 401(k) Retirement Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended November 30, 2010

 

ADDITIONS   

Contributions:

  

Employer contributions

   $ 6,429,159   

Employee contributions

     14,024,954   

Rollover

     490,170   

Earnings from investments:

  

Dividends:

  

McCormick & Company, Incorporated

     2,800,816   

Mutual funds

     3,906,463   

Net appreciation of investments

     38,748,372   
        

Total Additions

     66,399,934   
        
DEDUCTIONS   

Participant withdrawals

     18,394,813   

Administrative expenses

     19,451   
        

Total Deductions

     18,414,264   
        

Net increase

     47,985,670   

Net assets available for benefits, beginning of year

     323,306,102   
        

Net Assets Available for Benefits, End of Year

   $ 371,291,772   
        

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

 

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Table of Contents

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

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 of 1974 (ERISA).

The following description of the Plan provides only general information. Further information about the Plan agreement, eligible employees, the vesting provisions and investment alternatives are contained in the 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. 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 the Company’s matching contributions, are invested in the Plan’s investment funds as directed by the participant.

Participant Accounts

Each participant’s account is credited with the participant’s contribution, 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 invested. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account balance.

 

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The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

 

1. DESCRIPTION OF THE PLAN (continued)

 

Notes Receivable from Participants

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 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 bore interest at rates ranging from 4.25% to 9.25%.

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 Document. 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 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.

 

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Table of Contents

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

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 (voting and non-voting) 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, 2010, 4,323,837 units were outstanding with a value of approximately $28.57 per unit. As of November 31, 2009, 2,933,671 units were outstanding with a value of approximately $34.40 per unit. As of November 30, 2010, the Fund held 2,782,885 shares of McCormick & Company, Incorporated common stock with an aggregate value of $122,016,864 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $1,540,952. As of November 30, 2009, the Fund held 2,828,965 shares of McCormick & Company, Incorporated common stock with an aggregate value of $100,803,341 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $103,706.

 

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Table of Contents

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Valuation of Securities and Income Recognition (continued)

 

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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 962, Plan Accounting. 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 Company provides the Plan with certain management and administrative services for which no fees are charged; however, participant loan service fees are paid from participant accounts in 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.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan Document; thus, no allowance for doubtful accounts has been recorded as of November 30, 2010 and 2009.

Subsequent Events

The Plan Sponsor evaluated the accompanying financial statements for subsequent events and transactions through the date these financial statements were available for issue and have determined that no material subsequent events have occurred that would affect the information presented in the accompanying financial statements or require additional disclosure.

 

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Table of Contents

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Reclassification

In September 2010, the FASB issued guidance clarifying the classification and measurement of participant loans by defined contribution pension plans. That guidance requires that participant loans be classified as notes receivable from participants and measured at their unpaid principal balance, plus any accrued but unpaid interest. The Plan adopted this new guidance in its November 30, 2010, financial statements and has reclassified participant loans of $4,881,840 as of November 30, 2009, from investments to notes receivable from participants. Net assets of the Plan were not affected by the adoption of the new guidance.

 

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 letter 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, 2010, the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated in value by $38,748,372, as follows:

 

McCormick & Company, Incorporated – common stock

   $ 23,119,758   

Pooled, common and collective funds

     276,720   

Mutual funds

     15,351,894   
        

Total

   $ 38,748,372   
        

 

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Table of Contents

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

 

4. INVESTMENTS (continued)

 

The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of November 30, 2010 and 2009, were as follows:

 

     As of November 30,  
     2010      2009  

McCormick & Company, Incorporated – common stock fund

   $ 123,557,816       $ 100,907,047   

Pooled, common and collective funds:

     

Wells Fargo Stable Return Fund (at contract value)

     33,239,360         33,890,163   

Mutual funds:

     

Vanguard S&P 500 Index Fund

     32,926,182         30,699,207   

Blackrock Large Cap Core Fund

     27,714,902         26,448,209   

Vanguard Total Bond Market Index Fund

     20,523,178         18,793,903   

American Funds EuroPacific Growth Fund

     20,536,060         21,024,981   

Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurement and Disclosure, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC Topic 820 are described below:

 

  Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

  Level 2 Inputs to the valuation methodology include:
   

Quoted prices for similar assets or liabilities in active markets;

   

Quoted prices for identical or similar assets or liabilities in inactive markets;

   

Inputs other than quoted prices that are observable for the asset or liability; and

   

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

  Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

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Table of Contents

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

4. INVESTMENTS (continued)

 

Fair Value Measurements (continued)

 

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of November 30, 2010.

Mutual funds: Valued at the net asset value (“NAV”) of shares held by the Plan at year end.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Guaranteed investment contract: Valued at the relative fair value of the underlying market value of investments in the contract.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of November 30, 2010:

 

   

Assets at Fair Value as of November 30, 2010

 
   

Level 1

   Level 2      Level 3      Total  

Mutual funds:

          

Equity funds

  $141,351,715    $ —         $ —         $ 141,351,715   

Bond funds

  30,431,406      —           —           30,431,406   

Balanced funds

  37,031,712      —           —           37,031,712   

Common stocks:

          

Consumer staples

  123,557,816      —           —           123,557,816   

Guaranteed investment contract

  —        33,970,625         —           33,970,625   
                              

Total Assets at Fair Value

  $332,372,649    $ 33,970,625       $ —         $ 366,343,274   
                              

 

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The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

4. INVESTMENTS (continued)

 

Fair Value Measurements (continued)

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of November 30, 2009:

 

    

Assets at Fair Value as of November 30, 2009

    

Level 1

   Level 2      Level 3     

Total

Mutual funds:

           

Equity funds

   $125,112,320    $ —         $ —         $125,112,320

Bond funds

   26,092,136      —           —         26,092,136

Balanced funds

   30,501,232      —           —         30,501,232

Common stocks:

           

Consumer staples

   100,907,047      —           —         100,907,047

Guaranteed investment contract

   —        33,957,943         —         33,957,943
                           

Total Assets at Fair Value

   $282,612,735    $ 33,957,943       $ —         $316,570,678
                           

 

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.

 

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The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following table presents a reconciliation of net assets available for benefits and net increase in net assets available for benefits between the accompanying financial statements and the Form 5500:

 

     As of November 30,  
     2010      2009  

Statements of Net Assets Available for Benefits

     

Net assets available for benefits per the financial statements

   $ 371,291,772       $ 323,306,102   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     731,266         67,780   
                 

Net Assets Available for Benefits per the Form 5500, at Fair Value

   $ 372,023,038       $ 323,373,882   
                 

 

     Year Ended
November 30,
2010
 

Statement of Changes in Net Assets Available for Benefits:

  

Net increase in net assets available for benefits per the financial statements

   $ 47,985,670   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     663,486   
        

Net Increase in Net Assets Available for Benefits per Form 5500

   $ 48,649,156   
        

 

12


Table of Contents

 

Supplemental Schedule


Table of Contents

The McCormick 401(k) Retirement Plan

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

As of November 30, 2010

 

Description of Investments

   Shares Held      Current
Value
 

McCormick Stock Fund

     

McCormick & Company, Incorporated

     

Common Stock*

     2,782,885       $ 122,016,864   

Money Market Fund

     

Wells Fargo Short-Term Investment Money Market Fund*

     1,540,952         1,540,952   
           
        123,557,816   

Pooled, Common and Collective Funds

     

Wells Fargo Stable Return Fund*

     744,535         33,970,625   

Mutual Funds

     

Pimco Total Return Fund

     862,335         9,908,228   

Vanguard Total Bond Market Index Fund

     1,900,294         20,523,178   

Vanguard S&P 500 Index Fund

     303,887         32,926,182   

American Funds EuroPacific Growth Fund

     521,750         20,536,060   

Blackrock Large Cap Core Fund

     2,622,034         27,714,902   

ICM Small Company Value Fund

     443,529         12,414,377   

Managers Small Cap Fund

     805,307         9,550,935   

T Rowe Price Growth Stock Fund

     293,905         9,058,164   

Vanguard Mid Cap Index Fund

     413,258         7,971,743   

Vanguard Small Cap Index Signal

     161,521         4,751,958   

Vanguard Total International Stock Index

     449,044         6,636,875   

Vanguard Windsor II Fund Adm

     228,270         9,790,519   

Vanguard Target Retirement Fund #308

     466,534         5,248,502   

Vanguard Target Retirement Fund 2015

     683,142         8,375,318   

Vanguard Target Retirement Fund 2025

     1,120,874         13,753,121   

Vanguard Target Retirement Fund 2035

     500,844         6,305,632   

Vanguard Target Retirement Fund 2045

     257,033         3,349,139   
           
        208,814,833   
           

Notes receivable from participants

     

(4.25% – 9.25% annual interest rates)*

        5,628,130   
           
      $ 371,971,404   
           

 

* Indicates parties-in-interest to the Plan.

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

 

14


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LOGO

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 24, 2011, 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, 2010, our report dated May 24, 2011, 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, 2010, and our report dated May 24, 2011, 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, 2010.

 

Form

  Registration
Number
    Date Filed  
S-8     333-158573        04/14/2009   
S-8     333-155775        11/28/2008   
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     333-23727        03/21/1997   

/s/ SB & Company LLC

May 24, 2011

Hunt Valley, Maryland

 

 

200 International Circle    •    Suite 5500    •    Hunt Valley    •    Maryland 21030    •    P 410-584-0060    •    F 410-584-0061


Table of Contents

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 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 ZATARAIN’S PARTNERSHIP L.P. 401(K) RETIREMENT PLAN
DATE:        May 25, 2011       By:  

/s/    Regina Templet        

    Regina Templet
    Director of Finance - Zatarain’s Brands and Plan Administrator


Table of Contents

 

 

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

Financial Statements and Supplemental Schedule Together with

Report of Independent Registered Public Accounting Firm

As of December 31, 2010 and 2009


Table of Contents

LOGO

DECEMBER 31, 2010 AND 2009

CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     1   

FINANCIAL STATEMENTS

  

Statements of Net Assets Available for Benefits

     2   

Statement of Changes in Net Assets Available for Benefits

     3   

Notes to the Financial Statements

     4   

SUPPLEMENTAL SCHEDULE

  

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

     14   


Table of Contents

LOGO

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 statements of net assets available for benefits of The Zatarain’s Partnership, L.P. 401(k) Savings Plan (the Plan) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. 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 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 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 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 as of December 31, 2010 and 2009, and the changes in its net assets available for benefits for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the Unites States of America.

Our audits were 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, 2010, 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.

 

Hunt Valley, Maryland

May 24, 2011

  LOGO

 

 

200 International Circle    •    Suite 5500    •    Hunt Valley    •    Maryland 21030    •    P 410-584-0060    •    F 410-584-0061


Table of Contents

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

Statements of Net Assets Available for Benefits

As of December 31, 2010 and 2009

 

     2010     2009  
ASSETS     

Investments:

    

Securities – at fair value, participant directed:

    

McCormick stock fund

   $ 97,490      $ 62,409   

Pooled, common and collective funds

     1,022,439        973,749   

Equity funds

     3,610,980        3,442,418   

Bond funds

     548,773        408,417   

Balanced funds

     1,978,316        1,609,406   
                

Total Investments

     7,257,998        6,496,399   
                

Receivables:

    

Notes receivable from participants

     297,203        189,712   

Employer contributions

     299,136        335,219   

Employee contributions

     10,978        9,808   

Accrued interest and dividends

     1,610        1,548   
                

Total Receivables

     608,927        536,287   
                

Total Assets at Fair Value

     7,866,925        7,032,686   
                
LIABILITIES     

Due to funds for securities purchased

     1,012        —     
                

Net Assets at Fair Value

     7,865,913        7,032,686   

Adjustments from fair value to contract value for fully benefit-responsive investment contracts

     (22,009     (1,944
                

Net Assets Available for Benefits

   $ 7,843,904      $ 7,030,742   
                

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

 

2


Table of Contents

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, 2010

 

ADDITIONS   

Contributions:

  

Employer contributions

   $ 412,459   

Employee contributions

     410,703   

Earnings from investments:

  

Dividends:

  

McCormick & Company, Incorporated

     1,799   

Mutual funds

     102,309   

Net appreciation of investments

     626,301   

Other, net

     63   
        

Total Additions

     1,553,634   
        
DEDUCTIONS   

Participant withdrawals

     738,372   

Administrative expenses

     2,100   
        

Total Deductions

     740,472   
        

Net Increase

     813,162   

Net assets available for benefits, beginning of year

     7,030,742   
        

Net Assets Available for Benefits, End of Year

   $ 7,843,904   
        

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

 

3


Table of Contents

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

Notes to the Financial Statements

December 31, 2010 and 2009

 

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 a 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 of 1974 (ERISA).

The Plan Sponsor has elected to merge the Plan with the McCormick 401(k) Retirement Plan during fiscal year 2011. The event has not occurred as of December 31, 2010.

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

Contributions

Participating employees contribute to the Plan through payroll deductions in amounts ranging from 1% to 100% of their compensation, 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 per payroll period. The Company also makes an annual safe harbor profit sharing contribution of 3% of an employee’s eligible compensation. The Company may make an additional non-elective profit sharing contribution. An employee is required to have at least one year of service to participate in the Plan. During the year ended December 31, 2010, the Company made profit-sharing contributions of $297,000.

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

1

       0%

2

     20%

3

     50%

4

     60%

5

   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 allocated to participants. Forfeitures during the year ended December 31, 2010, were $6,872 which were used to reduce the Company’s contribution.

 

4


Table of Contents

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

Notes to the Financial Statements

December 31, 2010 and 2009

 

1. DESCRIPTION OF THE PLAN (continued)

 

Participant Accounts

Each participant’s account is credited with the participant’s contribution, company match, 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.

Notes Receivable from Participants

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 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 bore interest at rates ranging from 4.25% 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

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 Document. Benefits and withdrawals are recorded when paid.

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 elected to merge the Plan in 2011. During 2011, the assets of the Plan will be merged into the McCormick 401(k) Retirement Plan, sponsored by McCormick & Company, Incorporated.

 

5


Table of Contents

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

Notes to the Financial Statements

December 31, 2010 and 2009

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

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 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 an 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 (non-voting) 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, 2010, 9,481 units were outstanding with a value of approximately $10.28 per unit. As of December 31, 2009, 7,466 units were outstanding with a value of approximately $8.36 per unit. As of December 31, 2010, the Fund held 1,933 shares of McCormick & Company, Incorporated common stock with an aggregate value of $89,942 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $7,548. As of December 31, 2009, the Fund held 1,564 shares of McCormick & Company, Incorporated common stock with an aggregate value of $56,507 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $5,902.

 

6


Table of Contents

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

Notes to the Financial Statements

December 31, 2010 and 2009

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Valuation of Securities and Income Recognition (continued)

 

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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 962, Plan Accounting. 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 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.

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.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan Document; thus, no allowance for doubtful accounts has been recorded as of December 31, 2010 and 2009.

Subsequent Events

The Plan Sponsor evaluated the accompanying financial statements for subsequent events and transactions through the date these statements were available for issue and have determined that no material subsequent events have occurred that would affect the information presented in the accompanying financial statements or require additional disclosure.

 

7


Table of Contents

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

Notes to the Financial Statements

December 31, 2010 and 2009

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Reclassification

In September 2010, the FASB issued guidance clarifying the classification and measurement of participant loans by defined contribution pension plans. That guidance requires that participant loans be classified as notes receivable from participants and measured at their unpaid principal balance, plus any accrued but unpaid interest. The Plan adopted this new guidance in its December 31, 2010, financial statements and has reclassified participant loans of $189,712 as of December 31, 2009, from investments to notes receivable from participants. Net assets of the Plan were not affected by the adoption of the new guidance.

 

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.

 

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, 2010, the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in fair value by $626,301, as follows:

 

McCormick & Company, Incorporated - Common stock

   $ 18,963   

Pooled, common and collective funds

     4,122   

Mutual funds

     603,216   
        

Total

   $ 626,301   
        

 

8


Table of Contents

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

Notes to the Financial Statements

December 31, 2010 and 2009

 

4. INVESTMENTS (continued)

 

The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits were as follows:

 

     As of December 31,  
     2010      2009  

Pooled, common and collective funds:

     

Wells Fargo Stable Return Fund (at contract value)

   $ 1,000,430       $ 971,805   

Mutual funds:

     

Vanguard Target Retirement 2025 #304

     1,162,109         1,131,057   

American Funds EuroPacific Growth Fund*

     113,171         1,104,562   

T. Rowe Price Growth Stock Fund

     1,037,293         990,907   

Vanguard Total Bond Market Index I #222

     1,004,145         342,998   

Vanguard Institutional Index Fund

     736,293         658,973   

 

  * Amounts below the 5% threshold.

Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurement and Disclosure (FASB ASC Topic 820), establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC Topic 820 are described below:

 

  Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

  Level 2 Inputs to the valuation methodology include:
   

Quoted prices for similar assets or liabilities in active markets;

   

Quoted prices for identical or similar assets or liabilities in inactive markets;

   

Inputs other than quoted prices that are observable for the asset or liability; and

   

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

  Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

9


Table of Contents

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

Notes to the Financial Statements

December 31, 2010 and 2009

 

4. INVESTMENTS (continued)

 

Fair Value Measurements (continued)

 

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2010.

Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Guaranteed investment contract: Valued at the relative fair value of the underlying market value of investments in the contract.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

10


Table of Contents

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

Notes to the Financial Statements

December 31, 2010 and 2009

 

4. INVESTMENTS (continued)

 

Fair Value Measurements (continued)

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2010:

 

     Assets at Fair Value as of December 31, 2010  
     Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Equity funds

   $ 3,610,980       $ —         $ —         $ 3,610,980   

Bond funds

     548,773         —           —           548,773   

Balanced funds

     1,978,316         —           —           1,978,316   

Common stocks:

           

Consumer staples

     97,490         —           —           97,490   

Guaranteed investment contract

     —           1,022,439         —           1,022,439   
                                   

Total Assets at Fair Value

   $ 6,235,559       $ 1,022,439       $ —         $ 7,257,998   
                                   

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2009:

 

     Assets at Fair Value as of December 31, 2009  
     Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Equity funds

   $ 3,442,418       $ —         $ —         $ 3,442,418   

Bond funds

     408,417         —           —           408,417   

Balanced funds

     1,609,406         —           —           1,609,406   

Common stocks:

           

Consumer staples

     62,409         —           —           62,409   

Guaranteed investment contract

     —           973,749         —           973,749   
                                   

Total Assets at Fair Value

   $ 5,522,650       $ 973,749       $ —         $ 6,496,399   
                                   

 

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.

 

11


Table of Contents

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

Notes to the Financial Statements

December 31, 2010 and 2009

 

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 table presents a reconciliation of net assets available for benefits and net increase in net assets available for benefits between the accompanying financial statements and the Form 5500:

 

     As of December 31,  
     2010      2009  

Statements of Net Assets Available for Benefits

     

Net assets available for benefits per the financial statements

   $ 7,843,904       $ 7,030,742   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     22,009         1,944   
                 

Net Assets Available for Benefits per the Form 5500, at Fair Value

   $ 7,865,913       $ 7,032,686   
                 

 

     Year Ended
December 31,
2010
 

Statement of Changes in Net Assets Available for Benefits

  

Net increase in net assets available for benefits per the financial statements

   $ 813,162   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     20,065   
        

Net Increase in Net Assets Available for Benefits per Form 5500

   $ 833,227   
        

 

12


Table of Contents

 

Supplemental Schedule


Table of Contents

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, 2010

 

Description of Investments

   Shares Held      Current
Value
 

McCormick Stock Fund

     

McCormick & Company, Incorporated

     

Common Stock*

     1,933       $ 89,942   

Money Market Fund

     

Wells Fargo Short-Term Investment Money Market Fund*

     7,548         7,548   
           
        97,490   

Pooled, Common and Collective Funds

     

Wells Fargo Stable Return Fund*

     22,359         1,022,439   

Mutual Funds

     

Vanguard Institutional Index Fund

     6,402         736,293   

T Rowe Price Growth Stock Fund

     32,264         1,037,293   

Blackrock Large Cap Core Fund

     10,159         113,171   

Vanguard Total Bond Market Index Fund

     33,248         352,430   

American Funds EuroPacific Growth Fund

     24,308         1,004,145   

Vanguard Target Retirement Fund 2025

     92,085         1,162,109   

Vanguard Windsor II Fund Adm

     2,487         113,325   

ICM Small Company Value Fund

     4,988         151,087   

Vanguard Target Retirement Fund 2015

     14,040         174,380   

Managers Small Cap Fund

     7,468         96,036   

Vanguard Target Retirement Fund #308

     2,349         26,502   

Vanguard Total International Stock Index

     8,930         140,731   

Vanguard Mid Cap Index Fund

     4,565         92,949   

Vanguard Target Retirement Fund 2035

     24,853         325,320   

Vanguard Small Cap Index Signal

     4,020         125,950   

Vanguard Target Retirement Fund 2045

     21,482         290,005   

Pimco Total Return Fund

     18,096         196,343   
           
        6,138,069   
           

Notes receivable from participants
(4.25% – 9.25% annual interest rates)*

        297,203   
           
      $ 7,555,201   
           

 

* Indicates parties-in-interest to the Plan.

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

 

14


Table of Contents

LOGO

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 24, 2011, 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, 2010, our report dated May 24, 2011, 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, 2010, and our report dated May 24, 2011, 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, 2010.

 

Form

  Registration
Number
    Date Filed  
S-8     333-158573        04/14/2009   
S-8     333-155775        11/28/2008   
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     333-23727        03/21/1997   

/s/ SB & Company LLC

May 24, 2011

Hunt Valley, Maryland

 

 

200 International Circle    •    Suite 5500    •    Hunt Valley    •    Maryland 21030    •    P 410-584-0060    •    F 410-584-0061


Table of Contents

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 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 MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
DATE:        May 25, 2011       By:  

/s/    Craig Berger        

    Craig Berger
   

Director of Finance - Mojave Foods Corporation

and Plan Administrator


Table of Contents

 

 

The Mojave Foods Corporation 401(k) Retirement Plan

Financial Statements and Supplemental Schedule Together with

Report of Independent Registered Public Accounting Firm

As of November 30, 2010 and 2009


Table of Contents

LOGO

NOVEMBER 30, 2010 AND 2009

CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     1   

FINANCIAL STATEMENTS

  

Statements of Net Assets Available for Benefits

     2   

Statement of Changes in Net Assets Available for Benefits

     3   

Notes to the Financial Statements

     4   

SUPPLEMENTAL SCHEDULE

  

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

     14   


Table of Contents

LOGO

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 (the Plan) as of November 30, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended November 30, 2010. 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 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 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 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 as of November 30, 2010 and 2009, and the changes in its net assets available for benefits for the year ended November 30, 2010, in conformity with accounting principles generally accepted in the Unites States of America.

Our audits were 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, 2010 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.

 

Hunt Valley, Maryland

May 24, 2011

  LOGO

 

 

200 International Circle    •    Suite 5500    •    Hunt Valley    •    Maryland 21030    •    P 410-584-0060    •    F 410-584-0061


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

As of November 30, 2010 and 2009

 

     2010     2009  
ASSETS     

Investments:

    

Securities – at fair value, participant directed:

    

McCormick stock fund

   $ 110,967      $ 76,517   

Pooled, common and collective funds

     103,495        86,080   

Equity funds

     556,083        442,950   

Bond funds

     222,198        165,086   

Balanced funds

     311,635        217,619   
                

Total Investments

     1,304,378        988,252   
                

Receivables:

    

Notes receivable from participants

     86,079        71,862   

Employer contributions

     55,488        48,629   

Employee contributions

     702        550   

Accrued interest and dividends

     551        440   
                

Total Receivables

     142,820        121,481   
                

Total Assets at Fair Value

     1,447,198        1,109,733   
                
LIABILITIES     

Due to funds for securities purchased

     4,927        —     
                

Net Assets at Fair Value

     1,442,271        1,109,733   

Adjustments from fair value to contract value for fully benefit-responsive investment contracts

     (2,228     (172
                

Net Assets Available for Benefits

   $ 1,440,043      $ 1,109,561   
                

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

 

2


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended November 30, 2010

 

ADDITIONS   

Contributions:

  

Employer contributions

   $ 52,265   

Employee contributions

     212,452   

Earnings from investments:

  

Dividends:

  

McCormick & Company, Incorporated

     2,285   

Mutual funds

     23,733   

Net appreciation of investments

     91,306   
        

Total Additions

     382,041   
        
DEDUCTIONS   

Participant withdrawals

     49,547   

Administrative expenses and other, net

     2,012   
        

Total Deductions

     51,559   
        

Net increase

     330,482   

Net assets available for benefits, beginning of year

     1,109,561   
        

Net Assets Available for Benefits, End of Year

   $ 1,440,043   
        

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

 

3


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

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 of 1974 (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 are 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, 2010, 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 the Company’s matching contributions, are invested in the Plan’s investment funds as directed by the participant.

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.

 

4


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

1. DESCRIPTION OF THE PLAN (continued)

 

Notes Receivable from Participants

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 4.25% 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

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 Document. Benefits and withdrawals are recorded when paid.

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.

 

5


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

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 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 (voting and non-voting) 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, 2010, 12,947 units were outstanding with a value of approximately $8.57 per unit. As of November 30, 2009, 8,440 units were outstanding with a value of approximately $9.07 per unit. As of November 30, 2010, the Fund held 2,279 shares of McCormick & Company, Incorporated common stock with an aggregate value of $100,299 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $10,668. As of November 30, 2009, the Fund held 1,963 shares of McCormick & Company, Incorporated common stock with an aggregate value of $70,040 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $6,477.

 

6


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Valuation of Securities and Income Recognition (continued)

 

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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 962, Plan Accounting. 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 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.

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.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan Document; thus, no allowance for doubtful accounts has been recorded as of November 30, 2010 and 2009.

Subsequent Events

The Plan Sponsor evaluated the accompanying financial statements for subsequent events and transactions through the date these financial statements were available for issue and have determined that no material subsequent events have occurred that would affect the information presented in the accompanying financial statements or require additional disclosure.

 

7


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Reclassification

In September 2010, the FASB issued guidance clarifying the classification and measurement of participant loans by defined contribution pension plans. That guidance requires that participant loans be classified as notes receivable from participants and measured at their unpaid principal balance, plus any accrued but unpaid interest. The Plan adopted this new guidance in its November 30, 2010, financial statements and has reclassified participant loans of $71,862 as of November 30, 2009, from investments to notes receivable from participants. Net assets of the Plan were not affected by the adoption of the new guidance.

 

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 (the 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.

 

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, 2010, the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in fair value by $91,306, as follows:

 

McCormick & Company, Incorporated - Common stock

   $ 18,280   

Pooled, common and collective funds

     511   

Mutual funds

     72,515   
        

Total

   $ 91,306   
        

 

8


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

4. INVESTMENTS (continued)

 

The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of November 30, 2010 and 2009, were as follows:

 

     As of November 30,  
     2010      2009  
     

McCormick & Company, Incorporated – Common stock fund

   $ 110,967       $ 76,517   

Pooled, common and collective funds:

     

Wells Fargo Stable Return Fund (at contract value)

     101,267         85,908   

Mutual funds:

     

Vanguard Total Bond Market Index Fund I #222

     197,837         142,629   

Vanguard Institutional Index Fund

     225,670         186,503   

ICM Small Company Portfolio Fund

     95,969         71,137   

Vanguard Target Retirement 2035 #305

     91,072         63,633   

Vanguard Target Retirement 2025 #304

     89,766         64,143   

Vanguard Windsor II Fund Adm

     80,165         67,633   

Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurement and Disclosure (FASB ASC Topic 820), establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC Topic 820 are described below:

 

  Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

  Level 2 Inputs to the valuation methodology include:
   

Quoted prices for similar assets or liabilities in active markets;

   

Quoted prices for identical or similar assets or liabilities in inactive markets;

   

Inputs other than quoted prices that are observable for the asset or liability; and

   

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

  Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

9


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

4. INVESTMENTS (continued)

 

Fair Value Measurements (continued)

 

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of November 30, 2010.

Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Guaranteed investment contract: Valued at the relative fair value of the underlying market value of investments in the contract.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of November 30, 2010:

 

     Assets at Fair Value as of November 30, 2010  
     Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Equity funds

   $ 556,083       $ —         $ —         $ 556,083   

Bond funds

     222,198         —           —           222,198   

Balanced funds

     311,635         —           —           311,635   

Common stocks:

           

Consumer staples

     110,967         —           —           110,967   

Guaranteed investment contract

     —           103,495         —           103,495   
                                   

Total Assets at Fair Value

   $ 1,200,883       $ 103,495         —         $ 1,304,378   
                                   

 

10


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

4. INVESTMENTS (continued)

 

Fair Value Measurements (continued)

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of November 30, 2009:

 

     Assets at Fair Value as of November 30, 2009  
     Level 1      Level 2      Level 3      Total  

Mutual funds:

           

Equity funds

   $ 442,950       $ —         $ —         $ 442,950   

Bond funds

     165,086         —           —           165,086   

Balanced funds

     217,619         —           —           217,619   

Common stocks:

           

Consumer staples

     76,517         —           —           76,517   

Guaranteed investment contract

     —           86,080         —           86,080   
                                   

Total Assets at Fair Value

   $ 902,172       $ 86,080       $ —         $ 988,252   
                                   

 

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.

 

11


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2010 and 2009

 

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 table presents a reconciliation of net assets available for benefits and net increase in net assets available for benefits between the accompanying financial statements and the Form 5500:

 

     As of November 30,  
     2010      2009  

Statements of Net Assets Available for Benefits

     

Net assets available for benefits per the financial statements

   $ 1,440,043       $ 1,109,561   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     2,228         172   
                 

Net Assets Available for Benefits per the Form 5500, at Fair Value

   $ 1,442,271       $ 1,109,733   
                 

 

     Year Ended
November 30,
2010
 

Statement of Changes in Net Assets Available for Benefits:

  

Net increase in net assets available for benefits per the financial statements

   $ 330,482   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     2,056   
        

Net Increase in Net Assets Available for Benefits per Form 5500

   $ 332,538   
        

 

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Supplemental Schedule


Table of Contents

The Mojave Foods Corporation 401(k) Retirement Plan

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

As of November 30, 2010

 

Description of Investments

   Shares Held      Current
Value
 

McCormick Stock Fund

     

McCormick & Company, Incorporated

     

Common Stock*

     2,279       $ 100,299   

Money Market Fund

     

Wells Fargo Short-Term Investment Money Market Fund*

     10,668         10,668   
           
        110,967   

Pooled, Common and Collective Funds

     

Wells Fargo Stable Return Fund*

     2,268         103,495   

Mutual Funds

     

Vanguard Institutional Index Fund

     2,083         225,670   

Blackrock Large Cap Core Fund

     2,206         23,319   

Vanguard Total Bond Market Index Fund

     18,318         197,837   

American Funds EuroPacific Growth Fund

     906         35,665   

Vanguard Target Retirement Fund 2025

     7,316         89,766   

Vanguard Windsor II Fund Adm

     1,869         80,165   

ICM Small Company Value Fund

     3,429         95,969   

Vanguard Target Retirement Fund 2015

     4,160         51,002   

Managers Small Cap Fund

     49         580   

Vanguard Target Retirement Fund #308

     5,402         60,768   

Vanguard Total International Stock Index

     1,809         26,738   

T Rowe Price Growth Stock Fund

     1,039         32,034   

Vanguard Mid Cap Index Fund

     962         18,558   

Vanguard Target Retirement Fund 2035

     7,234         91,072   

Vanguard Small Cap Index Signal

     591         17,385   

Vanguard Target Retirement Fund 2045

     1,460         19,027   

Pimco Total Return Fund

     2,120         24,361   
           
        1,089,916   
           

Notes receivable from participants
(4.25% – 9.25% annual interest rates)*

        86,079   
           
      $ 1,390,457   
           

 

* Indicates parties-in-interest to the Plan.

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

 

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LOGO

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 24, 2011, 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, 2010, our report dated May 24, 2011, 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, 2010, and our report dated May 24, 2011, 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, 2010.

 

Form

  Registration
Number
    Date Filed  
S-8     333-158573        04/14/2009   
S-8     333-155775        11/28/2008   
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     333-23727        03/21/1997   

/s/ SB & Company LLC

May 24, 2011

Hunt Valley, Maryland

 

 

200 International Circle    •    Suite 5500    •    Hunt Valley    •    Maryland 21030    •    P 410-584-0060    •    F 410-584-0061