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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, 2011 | 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, 2011: $380,873,624
The aggregate market value of the non-voting common equity held by non-affiliates at May 31, 2011: $6,002,418,845
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 | 12,507,856 | December 30, 2011 | ||
| Common Stock Non-Voting | 120,541,545 | December 30, 2011 |
DOCUMENTS INCORPORATED BY REFERENCE
| Document | Part of 10-K into which incorporated | |
| Proxy Statement for | ||
| McCormick’s March 28, 2012 | ||
| Annual Meeting of Stockholders | ||
| (the “2012 Proxy Statement”) | Part III | |
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Explanatory Note
McCormick & Company, Inc. is filing this amendment to Item 15 of its Annual Report on Form 10-K for the fiscal year ended November 30, 2011, 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, 2011 and 2010 and the Mojave Foods Corporation 401(K) Retirement Plan for the years ended November 30, 2011 and 2010. This amendment does not affect the Company’s historical results of operations, financial condition or cash flows for any periods presented.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended November 30, 2011
Commission File Number 001-14920
THE McCORMICK 401(K) RETIREMENT PLAN
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Full title of plans
McCORMICK & COMPANY, INCORPORATED
18 Loveton Circle
Sparks, Maryland 21152
Name of issuer of the securities held pursuant to the plan
and address of its principal office
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Required Information
Items 1 through 3: Not required; see Item 4 below.
Item 4. Plan Financial Statements and Schedules Prepared in accordance with the financial reporting requirements of ERISA.
| a) | 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. |
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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, 2012 | By: | /s/ Cecile K. Perich | |||||
| Cecile K. Perich | ||||||||
| Vice President - Human Relations and Plan Administrator |
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THE MCCORMICK 401(K) RETIREMENT PLAN
Financial Statements and Supplemental Schedule Together with
Report of Independent Registered Public Accounting Firm
As of November 30, 2011 and 2010
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CONTENTS
| 1 | ||||
| FINANCIAL STATEMENTS |
||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
13 | |||
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Investment Committee
McCormick & Company, Incorporated
We have audited the accompanying statements of net assets available for benefits of The McCormick 401(k) Retirement Plan (the Plan) as of November 30, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended November 30, 2011. 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, 2011 and 2010, and the changes in net assets available for benefits for the year ended November 30, 2011, in conformity with accounting principles generally accepted in the Unites States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of November 30, 2011, is presented for the purpose 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. The supplemental schedule is the responsibility of management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects in relation to the basic financial statements as a whole.
| Hunt Valley, Maryland May 24, 2012 |
|
200 International Circle — Suite 5500 — Hunt Valley — Maryland 21030 — P 410-584-0060 — F 410-584-0061
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THE MCCORMICK 401(K) RETIREMENT PLAN
Statements of Net Assets Available for Benefits
As of November 30, 2011 and 2010
| 2011 | 2010 | |||||||
| ASSETS | ||||||||
| Cash |
$ | 15,911 | $ | — | ||||
|
|
|
|
|
|||||
| Investments: |
||||||||
| Securities – at fair value, participant directed: |
||||||||
| McCormick stock fund |
135,315,696 | 123,557,816 | ||||||
| Common and collective fund |
40,934,276 | 33,970,625 | ||||||
| Equity funds |
148,011,196 | 141,351,715 | ||||||
| Bond funds |
32,610,188 | 30,431,406 | ||||||
| Balanced funds |
44,767,355 | 37,031,712 | ||||||
|
|
|
|
|
|||||
| Total Investments |
401,638,711 | 366,343,274 | ||||||
|
|
|
|
|
|||||
| Receivables: |
||||||||
| Notes receivable from participants |
6,353,990 | 5,628,130 | ||||||
| Employer contributions |
— | 42,538 | ||||||
| Employee contributions |
2,432 | 107,853 | ||||||
| Accrued interest and dividends |
— | 59,772 | ||||||
|
|
|
|
|
|||||
| Total Receivables |
6,356,422 | 5,838,293 | ||||||
|
|
|
|
|
|||||
| Total Assets at Fair Value |
408,011,044 | 372,181,567 | ||||||
|
|
|
|
|
|||||
| LIABILITIES | ||||||||
| Due to funds for securities purchased |
— | 158,529 | ||||||
|
|
|
|
|
|||||
| Net Assets at Fair Value |
408,011,044 | 372,023,038 | ||||||
| Adjustments from fair value to contract value for fully benefit-responsive investment contracts |
(1,037,321 | ) | (731,266 | ) | ||||
|
|
|
|
|
|||||
| Net Assets Available for Benefits |
$ | 406,973,723 | $ | 371,291,772 | ||||
|
|
|
|
|
|||||
The accompanying notes are an integral part of these financial statements.
2
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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, 2011
| Additions |
||||
| Contributions: |
||||
| Employer contributions |
$ | 7,046,129 | ||
| Employee contributions |
15,500,863 | |||
| Rollover |
1,475,754 | |||
| Earnings from investments: |
||||
| Dividends: |
||||
| McCormick & Company, Incorporated |
3,057,489 | |||
| Mutual funds |
4,025,588 | |||
| Other, net |
3,596,041 | |||
| Net appreciation of investments |
19,072,550 | |||
|
|
|
|||
| Total Additions |
53,774,414 | |||
|
|
|
|||
| Deductions |
||||
| Participant withdrawals |
18,047,097 | |||
| Administrative expenses |
45,366 | |||
|
|
|
|||
| Total Deductions |
18,092,463 | |||
|
|
|
|||
| Net increase |
35,681,951 | |||
| Net assets available for benefits, beginning of year |
371,291,772 | |||
|
|
|
|||
| Net Assets Available for Benefits, End of Year |
$ | 406,973,723 | ||
|
|
|
|||
The accompanying notes are an integral part of this financial statement.
3
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THE MCCORMICK 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 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 be 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. Employees hired prior to January 1, 2012, are required to have one year of service with the Company to be eligible for the matching contribution. Hires after December 31, 2011 are immediately eligible for the match. For new hires after December 31, 2011, McCormick will make an annual contribution of 3% of eligible earnings to participant’s account (in addition to company match, which is applied as employee contributions are deposited). Employees will be automatically enrolled in the 401(k) plan at 2%; however, they can opt out or elect to change the percentage at any time. If the employee hasn’t made a positive election to change the percentage, the contribution rate will be increased by 1% per year (up to maximum of 10% or IRS contribution limit).
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.
4
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THE MCCORMICK 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 1. | DESCRIPTION OF THE PLAN (continued) |
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.
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 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 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.
5
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THE MCCORMICK 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting
The accompanying financial statements of the Plan are presented 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. 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 & Company, Incorporated common stock and the cash investments held by the Fund. As of November 30, 2011, 4,181,812 units were outstanding with a value of approximately $32.36, per unit. As of November 30, 2010, 4,323,837 units were outstanding with a value of approximately $28.58 per unit. As of November 30, 2011, the Fund held 2,761,799, shares of McCormick & Company, Incorporated common stock with an aggregate value of $133,895,683, and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $1,420,013. 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.
6
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THE MCCORMICK 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 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 under accounting principles generally accepted in the United States of America. 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. Effective 12/1/11, all participants are charged an administrative fee of 7.5 bps of their account balance
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, 2011 and 2010.
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
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THE MCCORMICK 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 3. | INCOME TAX STATUS |
The Plan 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, 2011, the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated in value by $19,072,550, as follows:
| McCormick & Company, Incorporated - common stock |
$ | 13,326,112 | ||
| Pooled, common and collective funds |
365,208 | |||
| Mutual funds |
5,381,230 | |||
|
|
|
|||
| Total |
$ | 19,072,550 | ||
|
|
|
The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of November 30, 2011 and 2010, were as follows:
| As of November 30, | ||||||||
| 2011 | 2010 | |||||||
| McCormick & Company, Incorporated – common stock fund |
$ | 135,315,696 | $ | 123,557,816 | ||||
| Common and collective fund: |
||||||||
| Wells Fargo Stable Return Fund N (at contract value) |
39,896,955 | 33,239,360 | ||||||
| Mutual funds: |
||||||||
| Vanguard Institutional Index Fund |
62,296,622 | — | * | |||||
| Vanguard Total Bond Market Index Fund |
22,824,554 | 20,523,178 | ||||||
| American Funds EuroPacific Growth Fund |
19,109,771 | * | 20,536,060 | |||||
| Vanguard S&P 500 Index Fund |
— | * | 32,926,182 | |||||
| Blackrock Large Cap Core Fund |
— | * | 27,714,902 | |||||
| * | Amount less than 5%, shown for comparative purposes. |
8
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THE MCCORMICK 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 4. | INVESTMENTS (continued) |
Fair Value Measurements
Accounting principles generally accepted in the United States of America, establish 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 accounting principles generally accepted in the United States of America 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. | |
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, 2011 and 2010.
Mutual funds: Valued at the quoted 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.
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THE MCCORMICK 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 4. | INVESTMENTS (continued) |
Stable value fund: Valued at the relative fair value of the underlying market value of investments in the fund.
Fair Value Measurements (continued)
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, 2011:
| Assets at Fair Value as of November 30, 2011 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual funds: |
||||||||||||||||
| Equity funds |
$ | 148,011,196 | $ | — | $ | — | $ | 148,011,196 | ||||||||
| Bond funds |
32,610,188 | — | — | 32,610,188 | ||||||||||||
| Balanced funds |
44,767,355 | — | — | 44,767,355 | ||||||||||||
| Common stock fund: |
||||||||||||||||
| Consumer staples |
135,315,696 | — | — | 135,315,696 | ||||||||||||
| Stable value fund |
— | 40,934,276 | — | 40,934,276 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Assets at Fair Value |
$ | 360,704,435 | $ | 40,934,276 | $ | — | $ | 401,638,711 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
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 stock fund: |
||||||||||||||||
| Consumer staples |
123,557,816 | — | — | 123,557,816 | ||||||||||||
| Stable value fund |
— | 33,970,625 | — | 33,970,625 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Assets at Fair Value |
$ | 332,372,649 | $ | 33,970,625 | $ | — | $ | 366,343,274 | ||||||||
|
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|
|
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10
Table of Contents
THE MCCORMICK 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 5. | TRANSACTIONS WITH PARTIES-IN-INTEREST |
The Plan holds investments in common stock of McCormick & Company, Incorporated, the Plan Sponsor, and in funds managed by affiliates of Wells Fargo Minnesota N.A., the custodial trustee of the Plan. Dividends on McCormick & Company, Incorporated common stock and income on investments in Wells Fargo Minnesota N.A. funds are at the same rates as non-affiliated holders of these securities.
| 6. | RISKS AND UNCERTAINTIES |
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the accompanying statements of net assets available for benefits.
| 7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 |
The following 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, | ||||||||
| 2011 | 2010 | |||||||
| Statements of Net Assets Available for Benefits |
||||||||
| Net assets available for benefits per the financial statements |
$ | 406,973,723 | $ | 371,291,772 | ||||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
1,037,321 | 731,266 | ||||||
|
|
|
|
|
|||||
| Net Assets Available for Benefits per the Form 5500, at Fair Value |
$ | 408,011,044 | $ | 372,023,038 | ||||
|
|
|
|
|
|||||
| Year
Ended November 30, 2011 |
||||
| Statement of Changes in Net Assets Available for Benefits: |
||||
| Net increase in net assets available for benefits per the financial statements |
$ | 35,681,951 | ||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
306,055 | |||
|
|
|
|||
| Net Increase in Net Assets Available for Benefits per Form 5500 |
$ | 35,988,006 | ||
|
|
|
|||
11
Table of Contents
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, 2011
| Description of Investments |
Shares Held | Current Value | ||||||
| McCormick Stock Fund |
||||||||
| McCormick & Company, Incorporated |
||||||||
| * Common Stock |
2,761,799 | $ | 133,895,683 | |||||
| Money Market Fund |
||||||||
| * Wells Fargo Short-Term Investment Money Market Fund |
1,420,013 | 1,420,013 | ||||||
|
|
|
|||||||
| 135,315,696 | ||||||||
|
|
|
|||||||
| Common and Collective Funds |
||||||||
| * Wells Fargo Stable Return Fund N |
878,772 | 40,934,276 | ||||||
|
|
|
|||||||
| Mutual Funds |
||||||||
| American Funds EuroPacific Growth Fund |
520,702 | 19,109,771 | ||||||
| ICM Small Company Value Fund |
417,043 | 11,885,726 | ||||||
| Managers Small Cap Fund |
901,406 | 11,862,499 | ||||||
| T Rowe Price Growth Stock Fund |
334,445 | 10,749,049 | ||||||
| Vanguard Institutional Index Fund |
543,838 | 62,296,622 | ||||||
| Vanguard Mid Cap Index Fund |
463,537 | 9,275,367 | ||||||
| Vanguard Small Cap Index Institutional Fund |
165,288 | 5,581,772 | ||||||
| Vanguard Total International Stock Index Fund |
65,979 | 6,107,037 | ||||||
| Vanguard Windsor II Fund Adm |
244,318 | 11,143,353 | ||||||
| Pimco Total Return Fund |
907,758 | 9,785,634 | ||||||
| Vanguard Total Bond Market Index Fund |
2,082,532 | 22,824,554 | ||||||
| Vanguard Target Retirement Fund |
497,740 | 5,778,759 | ||||||
| Vanguard Target Retirement Fund 2015 |
756,160 | 9,520,057 | ||||||
| Vanguard Target Retirement Fund 2025 |
1,306,507 | 16,396,657 | ||||||
| Vanguard Target Retirement Fund 2035 |
640,420 | 8,197,373 | ||||||
| Vanguard Target Retirement Fund 2045 |
370,122 | 4,874,509 | ||||||
|
|
|
|||||||
| 225,388,739 | ||||||||
|
|
|
|||||||
| * Notes receivable from participants |
6,353,990 | |||||||
|
|
|
|||||||
| (4.25% – 9.25% annual interest rates) |
$ | 407,992,701 | ||||||
|
|
|
|||||||
| * | Indicates parties-in-interest to the Plan. |
Note: Historical cost has been omitted as all investments are participant directed.
13
Table of Contents
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 and Mojave Foods Corporation 401(k) Retirement Plan of McCormick & Company, Inc. of our report dated April 11, 2012, 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, 2011, our report dated May 24, 2012, 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, 2011.
| 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 | ||||
May 24, 2012
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. |
Table of Contents
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, 2012 | By: | /s/ Tim O’Donnell | |||
| Tim O’Donnell | ||||||
| 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, 2011 and 2010
Table of Contents
NOVEMBER 30, 2011 AND 2010
CONTENTS
| 1 | ||||
| FINANCIAL STATEMENTS |
||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
17 | |||
Table of Contents
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, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended November 30, 2011. 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 audits 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, 2011 and 2010, and the changes in net assets available for benefits for the year ended November 30, 2011, in conformity with accounting principles generally accepted in the Unites States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of November 30, 2011, is presented for the purpose 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. The supplemental schedule is the responsibility of management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects in relation to the basic financial statements as a whole.
Hunt Valley, Maryland
May 24, 2012
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, 2011 and 2010
| 2011 | 2010 | |||||||
| ASSETS | ||||||||
| Cash |
$ | 38 | $ | — | ||||
|
|
|
|
|
|||||
| Investments |
||||||||
| Securities – at fair value, participant directed: |
||||||||
| McCormick stock fund |
134,358 | 110,967 | ||||||
| Common and collective fund |
112,632 | 103,495 | ||||||
| Equity funds |
677,118 | 556,083 | ||||||
| Bond funds |
225,378 | 222,198 | ||||||
| Balanced funds |
404,223 | 311,635 | ||||||
|
|
|
|
|
|||||
| Total Investments |
1,553,709 | 1,304,378 | ||||||
|
|
|
|
|
|||||
| Receivables |
||||||||
| Notes receivable from participants |
89,383 | 86,079 | ||||||
| Employer contributions |
39,447 | 55,488 | ||||||
| Employee contributions |
1,243 | 702 | ||||||
| Accrued interest and dividends |
— | 551 | ||||||
|
|
|
|
|
|||||
| Total Receivables |
130,073 | 142,820 | ||||||
|
|
|
|
|
|||||
| Total Assets at Fair Value |
1,683,820 | 1,447,198 | ||||||
|
|
|
|
|
|||||
| LIABILITIES | ||||||||
| Due to funds for securities purchased |
— | 4,927 | ||||||
|
|
|
|
|
|||||
| Net Assets at Fair Value |
1,683,820 | 1,442,271 | ||||||
| Adjustments from fair value to contract value for fully benefit-responsive investment contracts |
(2,854 | ) | (2,228 | ) | ||||
|
|
|
|
|
|||||
| Net Assets Available for Benefits |
$ | 1,680,966 | $ | 1,440,043 | ||||
|
|
|
|
|
|||||
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, 2011
| Additions |
||||
| Contributions: |
||||
| Employer contributions |
$ | 34,987 | ||
| Employee contributions |
249,197 | |||
| Earnings from investments: |
||||
| Dividends: |
||||
| McCormick & Company, Incorporated |
2,824 | |||
| Mutual funds |
25,217 | |||
| Other, net |
(43,456 | ) | ||
| Net appreciation of investments |
40,470 | |||
|
|
|
|||
| Total Additions |
309,239 | |||
|
|
|
|||
| Deductions |
||||
| Participant withdrawals |
66,920 | |||
| Administrative expenses and other, net |
1,396 | |||
|
|
|
|||
| Total Deductions |
68,316 | |||
|
|
|
|||
| Net increase |
240,923 | |||
| Net assets available for benefits, beginning of year |
1,440,043 | |||
|
|
|
|||
| Net Assets Available for Benefits, End of Year |
$ | 1,680,966 | ||
|
|
|
|||
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, 2011 and 2010
| 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 on 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, 2011, 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 the Company contributions and in earnings vested in the 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, 2011 and 2010
| 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.
Basis of Accounting
The accompanying financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
5
Table of Contents
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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. 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, 2011, 14,631 units were outstanding with a value of approximately $9.18 per unit. As of November 30, 2010, 12,947 units were outstanding with a value of approximately $8.57 per unit. As of November 30, 2011, the Fund held 2,510 shares of McCormick & Company, Incorporated common stock with an aggregate value of $122,237, and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $12,121. 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.
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 under accounting
6
Table of Contents
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
principle generally accepted in the United States of America. 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.
7
Table of Contents
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Valuation of Securities and Income Recognition (continued)
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
The Company provides the Plan with certain management and administrative services for which no fees are charged; however, participant loan service fees are paid by the Plan and included as administrative expenses.
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, 2011 and 2010.
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.
8
Table of Contents
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 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, 2011, the Plan’s investments (including investments bought, sold, or held throughout the year) appreciated in fair value by $40,470, as follows:
| McCormick & Company, Incorporated - Common stock |
$ | 8,714 | ||
| Common and collective fund |
16,813 | |||
| Mutual funds |
14,943 | |||
|
|
|
|||
| Total |
$ | 40,470 | ||
|
|
|
9
Table of Contents
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
The value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of November 30, 2011 and 2010, were as follows:
| As of November 30, | ||||||||
| 2011 | 2010 | |||||||
| McCormick & Company, Incorporated – Common stock fund |
$ | 122,237 | $ | 110,967 | ||||
| Common and collective fund: |
||||||||
| Wells Fargo Stable Return Fund N (at contract value) |
109,778 | 101,267 | ||||||
| Mutual funds: |
||||||||
| Vanguard Institutional Index Fund |
297,897 | 225,670 | ||||||
| Vanguard Total Bond Market Index Fund |
225,091 | 197,837 | ||||||
| Vanguard Target Retirement 2035 |
116,101 | 91,072 | ||||||
| Vanguard Windsor II Fund Adm |
113,822 | 80,165 | ||||||
| Vanguard Target Retirement 2025 |
110,079 | 89,766 | ||||||
| ICM Small Company Portfolio Fund |
102,997 | 95,969 | ||||||
10
Table of Contents
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 4. | INVESTMENTS (continued) |
Fair Value Measurements
Accounting principles accepted in the United States of America, establish 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 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under accounting principles accepted in the United States of America 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. | |
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, 2011 and 2010.
Mutual funds: Valued at the quoted 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.
11
Table of Contents
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
Stable value fund: Valued at the relative fair value of the underlying market value of investments in the fund.
12
Table of Contents
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 4. | INVESTMENTS (continued) |
Fair Value Measurements (continued)
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, 2011:
| Assets at Fair Value as of November 30, 2011 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual funds: |
||||||||||||||||
| Equity funds |
$ | 677,118 | $ | — | $ | — | $ | 677,118 | ||||||||
| Bond funds |
225,378 | — | — | 225,378 | ||||||||||||
| Balanced funds |
404,223 | — | — | 404,223 | ||||||||||||
| Common stock fund: |
||||||||||||||||
| Consumer staples |
134,358 | — | — | 134,358 | ||||||||||||
| Stable value fund |
— | 112,632 | — | 112,632 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Assets at Fair Value |
$ | 1,441,077 | $ | 112,632 | $ | — | $ | 1,553,709 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
13
Table of Contents
THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
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 stock fund: |
||||||||||||||||
| Consumer staples |
110,967 | — | — | 110,967 | ||||||||||||
| Stable value fund |
— | 103,495 | — | 103,495 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Assets at Fair Value |
$ | 1,200,883 | $ | 103,495 | $ | — | $ | 1,304,378 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 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 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 MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN
Notes to the Financial Statements
November 30, 2011 and 2010
| 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, | ||||||||
| 2011 | 2010 | |||||||
| Statements of Net Assets Available for Benefits: |
||||||||
| Net assets available for benefits per the financial statements |
$ | 1,680,966 | $ | 1,440,043 | ||||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
2,854 | 2,228 | ||||||
|
|
|
|
|
|||||
| Net Assets Available for Benefits per the Form 5500, at Fair Value |
$ | 1,683,820 | $ | 1,442,271 | ||||
|
|
|
|
|
|||||
| Year Ended November 30, 2011 |
||||
| Statement of Changes in Net Assets Available for Benefits: |
||||
| Net increase in net assets available for benefits per the financial statements |
$ | 240,923 | ||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
626 | |||
|
|
|
|||
| Net Increase in Net Assets Available for Benefits per Form 5500 |
$ | 241,549 | ||
|
|
|
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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, 2011
| Description of Investments |
Shares Held | Current Value |
||||||
| McCormick Stock Fund |
||||||||
| McCormick & Company, Incorporated |
||||||||
| * Common Stock |
2,510 | $ | 122,237 | |||||
| Money Market Fund |
||||||||
| * Wells Fargo Short-Term Investment Money Market Fund |
12,121 | 12,121 | ||||||
|
|
|
|||||||
| Total |
134,358 | |||||||
| Common and Collective Fund |
||||||||
| * Wells Fargo Stable Return Fund N |
2,418 | 112,632 | ||||||
| Mutual Funds |
||||||||
| American Funds EuroPacific Growth Fund |
1,215 | 44,604 | ||||||
| ICM Small Company Value Fund |
3,614 | 102,997 | ||||||
| Managers Small Cap Fund |
73 | 962 | ||||||
| T Rowe Price Growth Stock Fund |
2,271 | 73,001 | ||||||
| Vanguard Institutional Index Fund |
2,601 | 297,897 | ||||||
| Vanguard Mid Cap Index Fund |
961 | 19,228 | ||||||
| Vanguard Small Cap Index Institutional Fund |
26 | 887 | ||||||
| Vanguard Total International Stock Index Fund |
256 | 23,720 | ||||||
| Vanguard Windsor II Fund Adm |
2,496 | 113,822 | ||||||
| Pimco Total Return Fund |
27 | 287 | ||||||
| Vanguard Total Bond Market Index Fund |
20,537 | 225,091 | ||||||
| Vanguard Target Retirement Fund |
6,021 | 69,907 | ||||||
| Vanguard Target Retirement Fund 2015 |
5,507 | 69,339 | ||||||
| Vanguard Target Retirement Fund 2025 |
8,771 | 110,079 | ||||||
| Vanguard Target Retirement Fund 2035 |
9,070 | 116,101 | ||||||
| Vanguard Target Retirement Fund 2045 |
2,946 | 38,797 | ||||||
|
|
|
|||||||
| Total |
1,306,719 | |||||||
|
|
|
|||||||
| * Notes receivable from participants |
89,383 | |||||||
|
|
|
|||||||
| (4.25% – 9.25% annual interest rates) |
$ | 1,643,092 | ||||||
|
|
|
|||||||
| * | Indicates parties-in-interest to the Plan. |
Note: Historical cost has been omitted, as all investments are participant directed.
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Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements pertaining to the McCormick 401(k) Retirement Plan and Mojave Foods Corporation 401(k) Retirement Plan of McCormick & Company, Inc. of our report dated April 11, 2012, 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, 2011, our report dated May 24, 2012, 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, 2011.
| 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 | ||||
May 24, 2012
Hunt Valley, Maryland
200 International Circle — Suite 5500 — Hunt Valley — Maryland 21030 — P 410-584-0060 — F 410-584-0061