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Form 10-K /A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2009

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 ¨ 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)

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, 2009: $224,351,586

The aggregate market value of the non-voting common equity held by non-affiliates at May 31, 2009: $3,597,996,913

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	12,400,370	December 31, 2009
Common Stock Non-Voting	119,732,307	December 31, 2009

DOCUMENTS INCORPORATED BY REFERENCE


Document		Part of 10-K into which incorporated
Annual Report to Stockholders for Fiscal Year Ended November 30, 2009		Part I, Part II

Proxy Statement for
McCormick’s March 31, 2010
Annual Meeting of Shareholders		Part III

Explanatory Note

McCormick & Company, Inc. is filing this amendment to Item 15 of its Annual Report on Form 10-K for the fiscal year ended November 30, 2009, to include the financial statements required by Form 11-K with respect to the McCormick 401(K) Retirement Plan for the years ended November 30, 2009 and 2008, the Zatarain’s Partnership L.P. 401(K) Retirement Plan for the years ended December 31, 2009 and 2008, and the Mojave Foods Corporation 401(K) Retirement Plan for the years ended November 30, 2009 and 2008. This amendment does not affect the Company’s historical results of operations, financial condition or cash flows for any periods presented.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 11-K

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

For the fiscal year ended November 30, 2009

Commission File Number 001-14920

THE McCORMICK 401(K) RETIREMENT PLAN

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

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Full title of plans

McCORMICK & COMPANY, INCORPORATED

18 Loveton Circle

Sparks, Maryland 21152

Name of issuer of the securities held pursuant to the plan

and address of its principal office

Required Information

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

Item 4.

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


a)	i)	Report of Registered Public Accounting Firm

	ii)	Statements of Net Assets Available For Benefits

	iii)	Statements of Changes in Net Assets Available For Benefits

	iv)	Notes to Financial Statements

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

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized.


	THE MCCORMICK 401(K) RETIREMENT PLAN

DATE: May 26, 2010	By:	/S/ CECILE K. PERICH
		Cecile K. Perich
		Vice President - Human Relations
		and Plan Administrator

The McCormick 401(k) Retirement Plan

Financial Statements and Supplemental Schedule Together with

Report of Independent Registered Public Accounting Firm

As of November 30, 2009 and 2008

LOGO

NOVEMBER 30, 2009 and 2008

CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits		3

Statement of Changes in Net Assets Available for Benefits		4

Notes to the Financial Statements		5

SUPPLEMENTAL SCHEDULE

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)		14

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, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended November 30, 2009. 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, 2009 and 2008, and the changes in its net assets available for benefits for the year ended November 30, 2009, in conformity with accounting principles generally accepted in the Unites States of America.

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

LOGO

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of November 30, 2009 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ SB & Company, LLC

Hunt Valley, Maryland

May 19, 2010

The McCormick 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

As of November 30, 2009 and 2008


	2009			2008
ASSETS
Investments:
Securities – at fair value, participant directed:
McCormick Stock Fund	$	100,907,047		$	88,164,501
Pooled, common and collective funds		33,957,943			34,010,105
Mutual funds		181,705,688			131,656,831
Participant loans		4,881,840			3,999,478

Total Investments		321,452,518			257,830,915

Receivables:
Employer contributions		39,179			38,191
Employee contributions		104,334			98,621
Accrued interest and dividends		60,025			131,289
Due from funds for securities sold, net		1,717,826			—

Total Receivables		1,921,364			268,101

Total Assets at Fair Value		323,373,882			258,099,016

LIABILITIES
Due to funds for securities purchased		—			66,564

Net Assets at Fair Value		323,373,882			258,032,452
Adjustments from fair value to contract value for fully benefit-responsive investment contracts		(67,780	)		1,903,417

Net Assets Available for Benefits	$	323,306,102		$	259,935,869

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

The McCormick 401(k) Retirement Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended November 30, 2009


ADDITIONS
Contributions:
Employer contributions	$	6,137,561
Employee contributions		13,715,290
Rollover		380,555
Earnings from investments:
Dividends:
McCormick & Company, Incorporated		2,699,944
Mutual funds		2,358,974
Interest		1,069,636
Net appreciation of investments		49,983,410
Other, net		253,717

Total Additions		76,599,087

DEDUCTIONS
Participant withdrawals		13,214,987
Administrative expenses		13,867

Total Deductions		13,228,854

Net Increase		63,370,233
Net assets available for benefits, beginning of year		259,935,869

Net Assets Available for Benefits, End of Year	$	323,306,102

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

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2009 and 2008

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 Company 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 vested. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account balance.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

1. DESCRIPTION OF THE PLAN (continued)

Participant Loans

Participants are permitted to take loans from their account balances, subject to a $500 minimum. The maximum of any loan cannot exceed one-half of the participant’s contributed account balance or $50,000, less the highest outstanding unpaid loan balance during the prior 12 months, whichever is less. The Company’s Investment Committee determines the interest rate for loans based on current market rates. The loans are secured by the participant’s account and bear interest at rates ranging from 5.00% to 8.50%.

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

Payment of Benefits

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

Plan Termination

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

The Company has no intentions to terminate the Plan; however, the Company reserves the right to terminate the Plan, or to reduce or cease contributions at any time, if its Board of Directors determines that business, financial or other good causes make it necessary to do so. Also the Company may amend the Plan at any time and in any respect, provided, however, that any such action will not deprive any participant or beneficiary under the Plan of any vested benefits.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

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

Valuation of Securities and Income Recognition

Investments are stated at aggregate fair value. Securities traded on a national securities exchange or included on the NASDAQ National Market List are valued at the last reported sales price on the last business day of the Plan year. Investments for which no sale was reported on that date are valued at the last reported bid price. Pooled, common and collective funds are valued by the issuer of the funds based on the fund managers’ estimate of the individual closing price of the funds on the last day of the plan year as quoted by the applicable fund issuer.

The change in the difference between fair value and the cost of investments is reflected in the 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, 2009, 2,933,671 units were outstanding with a value of approximately $34.40 per unit (4,575,549 units were outstanding with a value of approximately $19.27 per unit as of November 30, 2008). As of November 30, 2009, the Fund held 2,829,965 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. As of November 30, 2008, the Fund held 2,905,421 shares of McCormick & Company, Incorporated common stock with an aggregate value of $86,494,373 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $1,670,128.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

2. 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 Accounting Standards Codification (ASC) 962. 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.

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.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

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, 2009 the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in value by $49,983,410, as follows:


McCormick & Company, Incorporated – Common stock	$	17,124,939
Pooled, common and collective funds		(946,519	)
Mutual funds		33,804,990

Total	$	49,983,410

The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of November 30, 2009 and 2008 are as follows:


	As of November 30,
	2009		2008
McCormick & Company, Incorporated – Common stock fund	$	100,907,047	$	88,164,501
Pooled, common and collective funds:
Wells Fargo Stable Return Fund (at contract value)		33,890,163		35,913,522
Mutual funds:
Vanguard S&P 500 Index Fund		30,699,207		25,524,290
Blackrock Large Cap Core Fund		26,448,209		21,853,972
Vanguard Total Bond Market Index Fund		18,793,903		16,671,258
American Funds EuroPacific Growth Fund		21,024,981		13,707,221

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

4. INVESTMENTS (continued)

Fair Value Measurements

Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurement and disclosure (ASC 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 ASC 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; • 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.

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 at November 30, 2009.

Common stocks, corporate bonds and U.S. government securities: Valued at the closing price reported on the active market on which the individual securities are traded.

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

Participant loans: Valued at amortized cost, which approximates fair value.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

4. INVESTMENTS (continued)

Fair Value Measurements (continued)

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, 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

Participant loans

—

4,881,840

Total assets at fair value

282,612,735

33,957,943

4,881,840

321,452,518

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of November 30, 2008:


	Assets at Fair Value as of November 30, 2008
	Level 1		Level 2		Level 3		Total
Mutual funds
Equity Funds	$	92,014,218	$	—	$	—	$	92,014,218
Bond Funds		17,617,030		—		—		17,617,030
Balanced Funds		22,025,583		—		—		22,025,583
Common stocks
Consumer Staples		88,164,501		—		—		88,164,501
Guaranteed investment contract		—		34,010,105		—		34,010,105
Participant loans		—		—		3,999,478		3,999,478

Total assets at fair value	$	219,821,332	$	34,010,105	$	3,999,478	$	257,830,915

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

4. INVESTMENTS (continued)

Level 3 Gains and Losses

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended November 30, 2009:


	Participant Loans
Balance, beginning of year	$	3,999,478
Realized gains/(losses)		—
Unrealized gains/(losses) relating to instruments still held at the reporting date		—
Purchases, sales, issuances and settlements, net		882,362

Balance, end of year	$	4,881,840

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.

The McCormick 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

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


	As of November 30,
	2009		2008
Statements of Net Assets Available for Benefits
Net assets available for benefits per the financial statements	$	323,306,102	$	259,935,869
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		67,780		(1,903,417	)

Net assets available for benefits per the Form 5500, at fair value	$	323,373,882	$	258,032,452


	Year Ended November 30, 2009
Statement of Changes in Net Assets Available for Benefits:
Net increase in net assets available for benefits per the financial statements	$	63,370,233
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		1,971,197

Net increase in net assets available for benefits per Form 5500	$	65,341,430

Supplemental Schedule

The McCormick 401(k) Retirement Plan

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

As of November 30, 2009


Description of Investments	Shares Held	Current Value
McCormick Stock Fund
McCormick & Company, Incorporated
Common Stock*	2,829,965	$	100,803,341

Money Market Fund
Wells Fargo Short-Term Investment Money Market Fund*	103,706		103,706

			100,907,047

Pooled, Common and Collective Funds
Wells Fargo Stable Return Fund*	764,384		33,957,943

Mutual Funds
Vanguard S&P 500 Index Fund	304,798		30,699,207
Blackrock Large Cap Core Fund	2,671,536		26,448,209
Vanguard Total Bond Market Index Fund	1,779,726		18,793,903
American Funds EuroPacific Growth Fund	545,395		21,024,981
Vanguard Target Retirement Fund 2025	1,039,026		11,834,508
Vanguard Windsor II Fund Adm	207,529		8,680,941
ICM Small Company Value Fund	442,941		10,138,917
Vanguard Target Retirement Fund 2015	647,941		7,438,358
Managers Small Cap Fund	499,779		6,891,958
Vanguard Target Retirement Fund #308	349,917		3,761,606
Vanguard Total International Stock Index	451,689		6,563,039
T Rowe Price Growth Stock Fund	234,723		6,267,104
Vanguard Mid Cap Index Fund	343,609		5,367,165
Vanguard Target Retirement Fund 2035	440,386		5,112,878
Vanguard Small Cap Index Signal	130,525		3,030,798
Vanguard Target Retirement Fund 2045	195,994		2,353,883
Pimco Total Return Fund	661,072		7,298,233

			181,705,688

Participant loans (5.00% – 8.50% annual interest rates)*			4,881,840

		$	321,452,518

*	Indicates parties-in-interest to the Plan.

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

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 17, 2010, 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, 2009, our report dated May 17, 2010, 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, 2009, and our report dated May 19, 2010, 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, 2009.


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 19, 2010

Hunt Valley, Maryland

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

Required Information

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

Item 4.

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


a)	i)	Report of Registered Public Accounting Firm

	v)	Statements of Net Assets Available For Benefits

	vi)	Statements of Changes in Net Assets Available For Benefits

	vii)	Notes to Financial Statements

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

SIGNATURES


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

DATE: May 26, 2010	By:	/S/ REGINA TEMPLET
		Regina Templet
		Director of Finance – Zatarain’s Brands
		and Plan Administrator

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

Financial Statements and Supplemental Schedule Together with

Report of Independent Registered Public Accounting Firm

As of December 31, 2009 and 2008

LOGO

DECEMBER 31, 2009 and 2008

CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits		3

Statement of Changes in Net Assets Available for Benefits		4

Notes to the Financial Statements		5

SUPPLEMENTAL SCHEDULE

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)		14

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, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. 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.

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, 2009 and 2008 and the changes in its net assets available for benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the Unites States of America.

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

LOGO

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2009 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ SB & Company, LLC

Hunt Valley, Maryland

May 19, 2010

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

Statements of Net Assets Available for Benefits

As of December 31, 2009 and 2008


	2009			2008
ASSETS
Investments:
Securities – at fair value, participant directed:
McCormick Stock Fund	$	62,409		$	94,246
Pooled, common and collective fund		973,749			937,813
Mutual funds		5,460,241			4,203,971
Participant loans		189,712			156,807

Total Investments		6,686,111			5,392,837

Receivables:
Employer contributions		335,219			357,000
Employee contributions		9,808			—
Accrued interest and dividends		1,548			2,870

Total Receivables		346,575			359,870

Total Assets at Fair Value		7,032,686			5,752,707

LIABILITIES
Due to funds for securities purchased		—			2,359

Net Assets at Fair Value		7,032,686			5,750,348
Adjustments from fair value to contract value for fully benefit-responsive investment contracts		(1,944	)		52,486

Net Assets Available for Benefits	$	7,030,742		$	5,802,834

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

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

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2009


ADDITIONS
Contributions:
Employer contributions	$	424,570
Employee contributions		345,770
Earnings from investments:
Dividends:
McCormick & Company, Incorporated		2,412
Mutual funds		45,037
Interest		20,794
Net appreciation of investments		1,287,001
Other, net		41,611

Total Additions		2,167,195

DEDUCTIONS
Participant withdrawals		937,887
Administration expenses		1,400

Total Deductions		939,287

Net increase		1,227,908
Net assets available for benefits, beginning of year		5,802,834

Net Assets Available for Benefits, End of Year	$	7,030,742

The accompanying notes are an integral part of this financial statement

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

Notes to the Financial Statements

December 31, 2009 and 2008

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 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, 2009, the Company made profit-sharing contributions of $333,000.

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 used to offset future Company contributions. Forfeitures during the year ended December 31, 2009 were $12,405 which were used to reduce the Company’s contribution.

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

Notes to the Financial Statements—(Continued)

December 31, 2009 and 2008

1. DESCRIPTION OF THE PLAN (continued)

Participant Accounts

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

Participant Loans

Participants are permitted to take loans from their account balances, subject to a $1,000 minimum. The maximum amount of any loan cannot exceed one-half of the participant’s contributed account balance or $50,000, less the highest outstanding unpaid loan balance during the prior 12 months, whichever is less. The Plan Sponsor (the Company) determines the interest rate for loans based on current market rates. The loans are secured by the participant’s account and bear interest at rates ranging from 4.25% to 8.25%.

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

Payment of Benefits

Plan Termination

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

The Company has no intentions to terminate the Plan, however the Company reserves the right to terminate the Plan, or to reduce or cease contributions at any time, if its Board of Directors determines that business, financial or other good causes make it necessary to do so. Also the Company may amend the Plan at any time and in any respect, provided, however, that any such action will not deprive any participant or beneficiary under the Plan of any vested benefits.

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

Notes to the Financial Statements—(Continued)

December 31, 2009 and 2008

2. SIGNIFICANT ACCOUNTING POLICIES

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

Valuation of Securities and Income Recognition

Investments are stated at aggregate fair value. Securities traded on a national securities exchange or included on the NASDAQ National Market List are valued at the last reported sales price on the last business day of the Plan year. Investments for which no sale was reported on that date are valued at the last reported bid price. Pooled, common and collective funds are valued by the issuer of the funds based on the fund managers’ estimate of the individual investments held by the fund. Mutual funds are valued at the closing price of the funds on the last day of the plan year as quoted by the applicable fund issuer.

The 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 (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 December 31, 2009, 7,466 units were outstanding with a value of approximately $8.36 per unit (10,708 units were outstanding with a value of approximately $8.80 per unit as of December 31, 2008). 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. As of December 31, 2008, the Fund held 2,707 shares of McCormick & Company, Incorporated common stock with an aggregate value of $86,245 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $8,001.

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 Accounting Standards Codification (ASC) 962. Accordingly, in the statements of net assets available for Benefits, the Stable Return Fund, along with the Plan’s other investments, is stated at fair value with a corresponding adjustment to reflect the investment in the Stable Return Fund at contract value. Contract value represents cost plus accrued income minus redemptions.

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

Notes to the Financial Statements—(Continued)

December 31, 2009 and 2008

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Valuation of Securities and Income Recognition (continued)

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

Use of Estimates

Subsequent Events

3. INCOME TAX STATUS

The Plan has received a determination letter from the Internal Revenue Service dated January 20, 2006, stating that the Plan as designed is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to receiving the determination from the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan sponsor believes the Plan is designed and currently being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

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

Notes to the Financial Statements—(Continued)

December 31, 2009 and 2008

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, 2009, the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in fair value by $1,287,001, as follows:


McCormick & Company, Incorporated - Common stock	$	6,050
Pooled, common and collective funds		(26,264	)
Mutual funds		1,307,215

Total	$	1,287,001

The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2009 and 2008 are as follows:


	As of December 31,
	2009		2008
Pooled, common and collective funds:
Wells Fargo Stable Return Fund (at contract value)	$	971,805	$	990,299
Mutual funds:
Vanguard Target Retirement 2025 #304		1,131,057		810,285
American Funds EuroPacific Growth Fund		1,104,562		728,557
T. Rowe Price Growth Stock Fund		990,907		674,064
Vanguard Total Bond Market Index I #222		342,998		601,250
Vanguard Institutional Index Fund		658,973		503,272
Vanguard Target Retirement 2015		*		355,090

*	Amounts below the 5% threshold.

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

Notes to the Financial Statements—(Continued)

December 31, 2009 and 2008

4. INVESTMENTS (continued)

Fair Value Measurements


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; • 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.

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 at December 31, 2009.

Common stocks, corporate bonds and U.S. government securities: Valued at the closing price reported on the active market on which the individual securities are traded.

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

Participant loans: Valued at amortized cost, which approximates fair value.

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

Notes to the Financial Statements—(Continued)

December 31, 2009 and 2008

4. INVESTMENTS (continued)

Fair Value Measurements (continued)

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

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

Participant loans

—

189,712

Total assets at fair value

5,522,650

973,749

189,712

6,686,111

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008:


	Assets at Fair Value as of December 31, 2008
	Level 1		Level 2		Level 3		Total
Mutual funds
Equity Funds	$	2,288,695	$	—	$	—	$	2,288,695
Bond Funds		602,562		—		—		602,562
Balanced Funds		1,312,714		—		—		1,312,714
Common stocks
Consumer Staples		94,246		—		—		94,246
Guaranteed investment contract		—		937,813		—		937,813
Participant loans		—		—		156,807		156,807

Total assets at fair value	$	4,298,217	$	937,813	$	156,807	$	5,392,837

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

Notes to the Financial Statements—(Continued)

December 31, 2009 and 2008

4. INVESTMENTS (continued)

Level 3 Gains and Losses

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2009:


	Participant Loans
Balance, beginning of year	$	156,807
Realized gains/(losses)		—
Unrealized gains/(losses) relating to instruments still held at the reporting date		—
Purchases, sales, issuances and settlements, net		32,905

Balance, end of year	$	189,712

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.

6. RISKS AND UNCERTAINTIES

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

Notes to the Financial Statements—(Continued)

December 31, 2009 and 2008

7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500


	As of December 31,
	2009		2008
Statements of Net Assets Available for Benefits
Net assets available for benefits per the financial statements	$	7,030,742	$	5,802,834
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		1,944		(52,486	)

Net assets available for benefits per the Form 5500, at fair value	$	7,032,686	$	5,750,348


	Year Ended December 31, 2009
Statement of Changes in Net Assets Available for Benefits:
Net increase in net assets available for benefits per the financial statements	$	1,227,908
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		54,430

Net increase in net assets available for benefits per Form 5500	$	1,282,338

Supplemental Schedule

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

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

As of December 31, 2009


Description of Investments	Shares Held	Current Value
McCormick Stock Fund
McCormick & Company, Incorporated
Common stock*	1,564	$	56,507

Money Market Fund
Wells Fargo Short-Term Investment Money Market Fund*	5,902		5,902

			62,409
Pooled, Common and Collective Funds
Wells Fargo Stable Return Fund*	21,860		973,749

Mutual Funds
Vanguard Target Retirement 2025 #304	99,917		1,131,057
American Funds EuroPacific Growth Fund	28,855		1,104,562
T Rowe Price Growth Stock Fund	36,020		990,907
Vanguard Total Bond Market Index I #222	33,140		342,998
Vanguard Institutional Index Fund	6,462		658,973
Vanguard Target Retirement 2015	9,236		104,460
ICM Small Company Value Fund	5,545		137,298
Vanguard Total International Stock Index	10,840		156,206
Vanguard Target Retirement 2035 #305	17,574		204,212
Vanguard Target Retirement 2045 #306	13,372		160,732
Vanguard Windsor II Fund Adm	1,829		76,878
Blackrock Large Cap Core Fund	5,464		55,026
Vanguard Small Cap Index Signal	4,672		115,811
Vanguard Mid Cap Index Fund	5,985		98,151
Managers Small-Cap Fund	3,320		48,607
Vanguard Target Retirement Fund #308	844		8,944
Pimco Total Return Fund Institutional Shares #35	6,057		65,419

			5,460,241

Participant loans (4.25% – 8.25% annual interest rates)*	189,712		189,712

		$	6,686,111

*	Indicates parties-in-interest to the Plan.

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

LOGO

Consent of Independent Registered Public Accounting Firm


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 19, 2010

Hunt Valley, Maryland

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

Required Information

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

Item 4.

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


a)	i)	Report of Registered Public Accounting Firm

	viii)	Statements of Net Assets Available For Benefits

	ix)	Statements of Changes in Net Assets Available For Benefits

	x)	Notes to Financial Statements

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

SIGNATURES


	THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

DATE : May 26, 2010	By:	/S/ CRAIG BERGER
		Craig Berger
		Director of Finance – Mojave Foods Corporation
		and Plan Administrator

The Mojave Foods Corporation 401(k) Retirement Plan

Financial Statements and Supplemental Schedule Together with

Report of Independent Registered Public Accounting Firm

As of November 30, 2009 and 2008

LOGO

NOVEMBER 30, 2009 and 2008

CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits		3

Statement of Changes in Net Assets Available for Benefits		4

Notes to the Financial Statements		5

SUPPLEMENTAL SCHEDULE

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)		15

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, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended November 30, 2009. 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.

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, 2009 and 2008 and the changes in its net assets available for benefits for the year ended November 30, 2009, in conformity with accounting principles generally accepted in the Unites States of America.

LOGO

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of November 30, 2009 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ SB & Company, LLC

Hunt Valley, Maryland

May 19, 2010

The Mojave Foods Corporation 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

As of November 30, 2009 and 2008


	2009			2008
ASSETS
Investments:
Securities – at fair value, participant directed:
McCormick Stock Fund	$	76,517		$	43,655
Pooled, common and collective funds		86,080			91,288
Mutual funds		825,655			516,666
Participant loans		71,862			33,296

Total Investments		1,060,114			684,905

Receivables:
Employer contributions		48,629			37,494
Employee contributions		550			244
Accrued interest and dividends		440			464

Total Receivables		49,619			38,202

Total Assets at Fair Value		1,109,733			723,107

LIABILITIES
Due to funds for securities purchased		—			471

Net Assets at Fair Value		1,109,733			722,636
Adjustments from fair value to contract value for fully benefit-responsive investment contracts		(172	)		5,109

Net Assets Available for Benefits	$	1,109,561		$	727,745

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

The Mojave Foods Corporation 401(k) Retirement Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended November 30, 2009


ADDITIONS
Contributions:
Employer contributions	$	45,295
Employee contributions		184,828
Earnings from investments:
Dividends:
McCormick & Company, Incorporated		1,641
Mutual funds		10,733
Interest		6,734
Net appreciation of investments		147,742
Other, net		2,687

Total Additions		399,660

DEDUCTIONS
Participant withdrawals		16,850
Administrative expenses		994

Total Deductions		17,844

Net increase		381,816
Net assets available for benefits, beginning of year		727,745

Net Assets Available for Benefits, End of Year	$	1,109,561

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

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements

November 30, 2009 and 2008

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, 2009, the Company made a discretionary matching contribution of 25% of eligible employee pretax contributions.

Participants are immediately vested in their contributions, in earnings on their contributions, in matching Company contributions and in earnings on vested Company contributions.

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

Participant Accounts

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

1. DESCRIPTION OF THE PLAN (continued)

Participant Loans

Participants are permitted to take loans from their account balances, subject to a $500 minimum. The maximum of any loan cannot exceed one-half of the participant’s contributed account balance or $50,000, less the highest outstanding unpaid loan balance during the prior 12 months, whichever is less. The Plan Sponsor determines the interest rate for loans based on current market rates. The loans are secured by the participant’s account and bear interest at rates ranging from 5.00% to 8.50%.

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

Payment of Benefits

Plan Termination

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

The Company has no intentions to terminate the Plan; however, the Company reserves the right to terminate the Plan, or to reduce or cease contributions at any time, if its Board of Directors determines that business, financial or other good cause make it necessary to do so. Also the Company may amend the Plan at any time and in any respect, provided, however, that any such action will not deprive any participant or beneficiary under the Plan of any vested benefits.

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

2. SUMMARY OF ACCOUNTING POLICIES

Basis of Accounting

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

Valuation of Securities and Income Recognition

Investments are stated at aggregate fair value. Securities traded on a national securities exchange or included on the NASDAQ National Market List are valued at the last reported sales price on the last business day of the Plan year. Investments for which no sale was reported on that date are valued at the last reported bid price. Pooled, common and collective funds are valued by the issuer of the funds based on the fund managers’ estimate of the individual investments held by the fund. Mutual funds are valued at the closing price of the funds on the last day of the plan year as quoted by the applicable fund issuer.

The 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, 2009, 8,440 units were outstanding with a value of approximately $9.07 per unit (5,046 units were outstanding with a value of approximately $8.65 per unit as of November 30, 2008). 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. As of November 30, 2008, the Fund held 1,342 shares of McCormick & Company, Incorporated common stock with an aggregate value of $39,951 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $3,704.

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

2. SUMMARY OF 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 Accounting Standards Codification (ASC) 962. 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.

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.

Subsequent Events

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

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, 2009, the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated (depreciated) in fair value by $147,742, as follows:


McCormick & Company, Incorporated - Common stock	$	10,604
Pooled, common and collective funds		(4,451	)
Mutual funds		141,589

Total	$	147,742

The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of November 30, 2009 and 2008 are as follows:


	As of November 30, 2009
	2009		2008
McCormick & Company, Incorporated – common stock fund	$	76,517	$	43,655
Pooled, common and collective funds:
Wells Fargo Stable Return Fund (at contract value)		85,908		96,397
Mutual funds:
Vanguard Total Bond Market Index Fund I #222		142,629		114,184
Vanguard Institutional Index Fund		186,503		108,774
ICM Small Company Portfolio Fund		71,137		51,225
Vanguard Target Retirement 2035 #305		63,633		39,841
Vanguard Target Retirement 2025 #304		64,143		35,337
Vanguard Windsor II Fund Adm		67,633		*

*	Balance is under 5%

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

4. INVESTMENTS (continued)

Fair Value Measurements


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; • 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.

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 at November 30, 2009.

Common stocks, corporate bonds and U.S. government securities: Valued at the closing price reported on the active market on which the individual securities are traded.

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

Participant loans: Valued at amortized cost, which approximates fair value.

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

4. INVESTMENTS (continued)

Fair Value Measurements (continued)

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

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

Participant loans

—

71,862

Total assets at fair value

902,172

86,080

71,862

1,060,114

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of November 30, 2008:


	Assets at Fair Value as of November 30, 2008
	Level 1		Level 2		Level 3		Total
Mutual funds
Equity Funds	$	275,969	$	—	$	—	$	275,969
Bond Funds		114,184		—		—		114,184
Balanced Funds		126,513		—		—		126,513
Common stocks
Consumer Staples		43,655		—		—		43,655
Guaranteed investment contract		—		91,288		—		91,288
Participant loans		—		—		33,296		33,296

Total assets at fair value	$	560,321	$	91,288	$	33,296	$	684,905

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

4. INVESTMENTS (continued)

Level 3 Gains and Losses

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended November 30, 2009:


	Participant Loans
Balance, beginning of year	$	33,296
Realized gains/(losses)		—
Unrealized gains/(losses) relating to instruments still held at the reporting date		—
Purchases, sales, issuances and settlements, net		38,566

Balance, end of year	$	71,862

5. TRANSACTIONS WITH PARTIES-IN-INTEREST

6. RISKS AND UNCERTAINTIES

The Mojave Foods Corporation 401(k) Retirement Plan

Notes to the Financial Statements—(Continued)

November 30, 2009 and 2008

7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500


	As of November 30,
	2009		2008
Statements of Net Assets Available for Benefits
Net assets available for benefits per the financial statements	$	1,109,561	$	727,745
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		172		(5,109	)

Net assets available for benefits per the Form 5500, at fair value	$	1,109,733	$	722,636


	Year Ended November 30, 2009
Statement of Changes in Net Assets Available for Benefits:
Net increase in net assets available for benefits per the financial statements	$	381,816
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		5,281

Net increase in net assets available for benefits per Form 5500	$	387,097

Supplemental Schedule

The Mojave Foods Corporation 401(k) Retirement Plan

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

As of November 30, 2009


Description of Investments	Shares Held	Current Value
McCormick Stock Fund
McCormick & Company, Incorporated
Common stock*	1,963	$	70,040

Money Market Fund
Wells Fargo Short-Term Investment Money Market Fund*	6,477		6,477

			76,517
Pooled, Common and Collective Funds
Wells Fargo Stable Return Fund*	1,938		86,080

Mutual Funds
Vanguard Total Bond Market Index Fund I #222	13,507		142,629
Vanguard Institutional Index Fund	1,852		186,503
ICM Small Company Portfolio Fund	3,108		71,137
Vanguard Target Retirement 2035 #305	5,481		63,633
Vanguard Target Retirement 2025 #304	5,631		64,143
Vanguard Windsor II Fund Adm	1,617		67,633
T. Rowe Price Growth Stock Fund	869		23,206
Vanguard Target Retirement Fund #308	4,520		48,585
American Funds EuroPacific Growth Fund	717		27,646
Vanguard Target Retirement 2015 #303	2,462		28,263
Blackrock Large Cap Core Fund	2,221		21,984
Vanguard Total International Stock Index	1,498		21,765
Vanguard Target Retirement Fund 2045 #306	1,082		12,995
Vanguard Mid Cap Index Fund	745		11,630
Managers Small Cap fund #416	26		363
Vanguard Small Cap Index Signal #1345	477		11,083
Pimco Total Return Fund	2,034		22,457

			825,655

Participant loans (5.00%-8.50% annual interest rates)*	71,862		71,862

		$	1,060,114

*	Indicates parties-in-interest to the Plan.

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

LOGO

Consent of Independent Registered Public Accounting Firm


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 19, 2010

Hunt Valley, Maryland

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