McCormick & Company 11K Annual report of employee stock purchases

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)


ý			ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019


☐			TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _________

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

24 Schilling Road, Suite 1

Hunt Valley, Maryland 21031

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.


a)			i)			Report of Registered Public Accounting Firm


			ii)			Statements of Net Assets Available For Benefits


			iii)			Statement 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 20, 2020	By:	/s/ Lisa B. Manzone
			Lisa B. Manzone
			Senior 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 December 31, 2019 and 2018

Table of Contents

AS OF DECEMBER 31, 2019 AND 2018

CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits			2
Statement of Changes in Net Assets Available for Benefits			3
Notes to the Financial Statements			4
SUPPLEMENTAL SCHEDULE
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)			12

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Investment Committee

McCormick & Company, Inc. 401(k) Retirement Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the McCormick 401(k) Retirement Plan (the Plan) as of December 31, 2019 and 2018, and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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 are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. Federal securities laws and the applicable rules and regulations of the Securities Exchanges Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risk of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2019 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion, on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

10200 Grand Central Avenue ● Suite 250 ● Owings Mills ● Maryland 21117 ● P 410-584-0060 ● F 410-584-0061

Table of Contents

We have served as the Plan’s auditor since 2010.

Owings Mills, Maryland

May 20, 2020

10200 Grand Central Avenue ● Suite 250 ● Owings Mills ● Maryland 21117 ● P 410-584-0060 ● F 410-584-0061

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Statements of Net Assets Available for Benefits

As of December 31, 2019 and 2018


	2019		2018
ASSETS


Investments – at fair value, participant-directed:
McCormick & Company, Incorporated common stock fund	$	272,459,818	$	248,830,664
Mutual funds:
Equity funds	300,618,820		252,106,234
Bond funds	41,021,605		36,826,988
Balanced funds	183,176,481		146,527,785
Pooled, common and collective fund at net asset value	52,041,300		49,044,359
Total Investments at Fair Value	849,318,024		733,336,030
Receivables:
Notes receivable from participants	10,464,135		9,760,271
Employer contributions	15,778,087		1,204,191

Total Receivables	26,242,222		10,964,462

Net Assets Available for Benefits	$	875,560,246	$	744,300,492

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

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2019


Additions
Investment income:
Dividends and interest	$	14,185,860
Net appreciation of investments	150,929,623
Total investment income	165,115,483

Interest on notes receivable from participants	548,862

Contributions:
Employer contributions	29,385,359
Employee contributions	25,404,008
Rollover	3,657,462
Total contributions	58,446,829
Total Additions	224,111,174

Deductions
Participant withdrawals	92,433,963
Administrative expenses	417,457
Total Deductions	92,851,420

Net increase	131,259,754
Net assets available for benefits, beginning of year	744,300,492
Net Assets Available for Benefits, End of Year	$	875,560,246

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

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018


1.			DESCRIPTION OF THE PLAN

General

The McCormick 401(k) Retirement Plan (the Plan) is a defined contribution plan sponsored by McCormick & Company, Incorporated (the Company, McCormick or the Plan Sponsor), which incorporates a 401(k) savings and investment option. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective December 1, 2018, the Plan’s year end is December 31^st.

The McCormick & Company, Incorporated Common Stock Fund invests principally in common stock of the Plan Sponsor. The Plan provides 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 common stock to elect to receive, in cash, dividends that are paid on McCormick common stock held in their 401(k) retirement plan accounts. Dividends may also be reinvested.

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 70% of their earnings, subject to certain limitations. Effective December 1, 2018, the Company and participating subsidiaries provide a matching contribution equal to 100% of the first 3% of an employee’s contribution and 66- 2/3% on the next 3% of the employee’s contribution. Prior to December 1, 2018, the Company and participating subsidiaries provided 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. Matching contributions are applied as employee contributions occur. Employees are 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 does not make a positive election to change the percentage, the contribution rate is increased by 1% per year (up to a maximum of 10% or the IRS contribution limit). McCormick also makes an annual profit sharing contribution of 3% of eligible earnings to participants’ accounts if participants are employed on the end of the Plan’s year end. Effective December 1, 2018, the profit sharing contribution is applicable to all participating employees.

Effective December 1, 2018, and for a period of up to 24 months, the Company will also make an annual transition credit contribution to participants’ accounts for employees who were hired prior to January 1, 2012. The transition credit contribution ranges from zero to 8%, depending upon the participant's date of hire and the participant's age and full years of service as of November 30, 2018. Transition credit contributions are a percentage of eligible earnings up to the IRS limit for 401(k) plans. Generally, the participant must be an active employee on December 31 of 2019 and 2020 to receive the transition credit contribution.

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018

Participants' elective contributions, as well as the Company's matching contributions, profit sharing contributions and transition credit contributions are invested in the Plan's investment funds as directed by the participant. In the absence of direction from the participant, the account is invested in an age-appropriate target date fund.

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 vested account balance.

Vesting

Participants are immediately vested in their contributions, the Company match, and all related earnings. Any applicable 3% annual profit sharing and transition credit contributions vest when an employee has 3 years of service or reaches age 55, if sooner.

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 interest rate applied to the loans is Wells Fargo’s current prime lending rate +1%, or such other rate as is prescribed based on periodic evaluations by the Company. Current participant loans bear interest at rates ranging from 4.25% to 9.75% and are secured by the participant’s account.

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.

Benefit Payments

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.

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.

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018

Forfeited Accounts

At December 31, 2019, forfeited non-vest accounts totaled $297,630. There were no forfeited non-vested accounts as of December 31, 2018. These accounts were used to reduce future employer contributions. During the year ended December 31, 2019, forfeitures of $8,429 were used to reduce employer contributions.

Plan Termination

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. In the event of termination of the Plan, participants would become 100% vested in their accounts.


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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

Valuation of Securities and Income Recognition

Investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Management determines the Plan's valuation policies utilizing information provided by the investment advisers, custodians and insurance company. See Note 3 for discussion of fair value measurements.

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

Securities traded on a national securities exchange 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. 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.

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018

Net appreciation (depreciation) in fair value of investments included in the accompanying statements of changes in net assets available for benefits includes realized gains or losses from the sale of investments and unrealized appreciation or depreciation in the fair value of investments. Expenses relating to the purchase or sale of investments are added to the cost or deducted from the proceeds.

The McCormick & Company, Incorporated common stock fund (the Fund) is tracked on a unitized basis. The Fund consists of McCormick common stock voting and funds held in the Wells Fargo Short-Term Investment Money Market Fund sufficient to meet the Fund’s daily cash needs, and the Unitizing 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 December 31, 2019, 5,969,512 units were outstanding with a value of approximately $45.64 per unit and the Fund held 1,575,721 shares of McCormick common stock with an aggregate value of $269,564,034, and the Wells Fargo Short-Term Investment Money Market Fund with a value of $2,895,784. As of December 31, 2018, 6,700,216 units were outstanding with a value of approximately $37.14 per unit and the Fund held 1,765,154 shares of McCormick common stock with an aggregate value of $245,028,678, and the Wells Fargo Short-Term Investment Money Market Fund of with a value of $3,801,986.

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 credit losses has been recorded as of December 31, 2019 and 2018.

Contributions

Employee and employer contributions are recorded in the period that the Plan Sponsor makes payroll deductions from the participant’s earnings. Employer contributions for profit sharing and transition credits are typically funded after the Plan year-end.

Payment of Benefits

Benefits and withdrawals are recorded when paid.

Administrative Expenses

Administrative expenses include trustee and custodian fees as well as other administrative expenses directly associated with the Plan. A flat quarterly maintenance fee is deducted from each participant’s account for certain administrative expenses of the Plan. Fees for individual services, such as withdrawals or loan initiation, are charged to and paid by the requesting participant.

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018


3.			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, 2019, the Plan’s investments (including investments bought, sold, or held throughout the year) increased in value by $150,929,623 as follows:


McCormick & Company, Incorporated common stock fund	$	54,134,983
Mutual funds	95,603,714
Pooled, common and collective funds at net asset value	1,190,926
Total	$	150,929,623

Fair Value Measurements

The framework for measuring fair value 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) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy 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.

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2019 and 2018.

Mutual Funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open end mutual funds that are registered with the U.S. Securities and Exchange Commission (SEC). These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

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

Pooled, common and collective trusts: Valued at NAV of the underlying investments. The collective trust funds' estimated value is NAV, exclusive of the adjustment to contract value.

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 tables sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2019 and 2018:


	Assets at Fair Value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
Mutual funds:
Equity funds	$	300,618,820	$	—	$	—	$	300,618,820
Bond funds	41,021,605		—		—		41,021,605
Balanced funds	183,176,481		—		—		183,176,481
McCormick & Company, Incorporated common stock fund	272,459,818		—		—		272,459,818
Total assets in the fair value hierarchy	$	797,276,724	$	—	$	—	797,276,724
Pooled, common and collective fund (a)							52,041,300
Total Investments at fair value							$	849,318,024

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018


	Assets at Fair Value as of December 31,2018
	Level 1		Level 2		Level 3		Total
Mutual funds:
Equity funds	$	252,106,234	$	—	$	—	$	252,106,234
Bond funds	36,826,988		—		—		36,826,988
Balanced funds	146,527,785		—		—		146,527,785
McCormick & Company, Incorporated common stock fund	248,830,664		—		—		248,830,664
Total assets in the fair value hierarchy	$	684,291,671	$	—	$	—	684,291,671
Pooled, common and collective fund (a)							49,044,359
Total Investments at fair value							$	733,336,030

^(a)In accordance with Subtopic 820-10 of ASC 820 Fair Value Measurement, certain investments that were measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of fair value hierarchy to the line items presented in the statements of net assets available for benefits.

The following table presents the category, fair value, redemption frequency, and redemption notice period for the plan investments, the fair value of which is estimated using the NAV per share as of December 31, 2019 and 2018.


Investment	2019		2018		Redemption Frequency	Redemption Notice Period
Wells Fargo Stable Return Fund I	$	52,041,300	$	49,044,359	Monthly/ Quarterly	None

The Wells Fargo Stable Return Fund I (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.


4.			TRANSACTIONS WITH RELATED PARTIES

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.

A portion of the administrative expenses were paid by the Plan Sponsor and reimbursed by the Plan during the years ended December 31, 2019 and 2018. These transactions qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules of ERISA.

Table of Contents

THE MCCORMICK 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018


5.			INCOME TAX STATUS

The Internal Revenue Service (IRS) has ruled that the Plan qualified under Section 401(a) of the Internal Revenue Code (IRC) in a letter, dated October 23, 2017, and is therefore not subject to tax under present income tax laws. The Plan has been amended since receiving the determination letter; however, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

Accounting principles generally accepted in the United States require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has concluded that as of December 31, 2019 and 2018, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements.

The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2016.


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.			SUBSEQUENT EVENT

In March 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) as a pandemic. The outbreak in the United States has negatively impacted economies and global financial markets. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration. Because of the uncertainty of the duration or impact of this pandemic, the near- and long-term financial impact cannot be reasonably estimated at this time.

SUPPLEMENTAL SCHEDULE

THE MCCORMICK 401(K) RETIREMENT PLAN

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

As of December 31, 2019

EIN 52-0408290, PN 004

(a)

(b)

(c)

(e)

Identity of Issue

Description of Investments

Current Value

McCormick & Company, Incorporated common stock fund

McCormick & Company, Inc.

Common Stock

269,564,034

Money Market Fund

Wells Fargo Bank, N.A.

Wells Fargo Short-Term Investment Money Market Fund

2,895,784

272,459,818

Common and Collective Funds

Wells Fargo Bank, N.A.

Wells Fargo Stable Return Fund I

52,041,300

Mutual Funds

Affiliated Managers Group

AMG TimesSquare Small Cap Growth Fund

24,492,513

Dodge & Cox

Dodge & Cox International Stock Fund

18,455,511

Macquaire Group

Delaware Small Cap Value Fund

16,960,440

T Rowe Price

T Rowe Price Growth Stock Fund

42,377,824

DFA Securities LLC

DFA USA Large Cap Value Fund

19,619,466

Vanguard Group

Vanguard Institutional Index Fund

121,474,222

Vanguard Group

Vanguard Mid Cap Index Fund

27,343,346

Vanguard Group

Vanguard Small Cap Index Institutional Fund

17,881,772

Vanguard Group

Vanguard Total International Stock Index Fund

12,013,726

Dodge & Cox

Dodge & Cox Income Fund

13,998,048

PIMCO

Pimco Global Bond Unhedged Institutional Fund

2,177,041

Vanguard Group

Vanguard Total Bond Market Index Fund

24,846,516

Vanguard Group

Vanguard Target Retirement Fund

6,616,932

Vanguard Group

Vanguard Target Retirement Fund 2015

8,173,582

Vanguard Group

Vanguard Target Retirement Fund 2020

15,735,746

Vanguard Group

Vanguard Target Retirement Fund 2025

42,912,442

Vanguard Group

Vanguard Target Retirement Fund 2030

16,099,662

Vanguard Group

Vanguard Target Retirement Fund 2035

37,313,029

Vanguard Group

Vanguard Target Retirement Fund 2040

10,889,806

Vanguard Group

Vanguard Target Retirement Fund 2045

25,937,876

Vanguard Group

Vanguard Target Retirement Fund 2050

12,788,677

Vanguard Group

Vanguard Target Retirement Fund 2055

4,267,094

Vanguard Group

Vanguard Target Retirement Fund 2060

2,179,428

Vanguard Group

Vanguard Target Retirement Fund 2065

262,207

Total Mutual Funds

524,816,906

Participant Loans **

Plan participants

Notes receivable from participants

10,464,135

Total Investments

859,782,159


(d)			Cost is omitted in accordance with Department of Labor CFR 2520.103-10, as all investments are participant directed.
*			Party-in-interest as defined by ERISA.
**			Interest rates at 4.25% to 9.75%; maturity dates range from 2020 to 2039.

Table of Contents

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of the McCormick 401(k) Retirement Plan and the Mojave Foods Corporation 401(k) Retirement Plan of McCormick & Company, Inc. of our report dated May 20, 2020, relating to the financial statements and supplemental schedule appearing in this Annual Report on Form 11-K of the McCormick 401(k) Retirement Plan and the Mojave Foods Corporation 401(k) Retirement Plan of McCormick & Company, Inc. for the year ended December 31, 2019.


Form	Registration Number	Date Filed
S-8	333-230556	3/28/2019
S-8	333-220665	9/27/2017
S-8	333-187703	4/3/2013
S-8	333-186250	1/28/2013
S-8	333-158573	4/14/2009
S-8	333-155775	11/28/2008
S-8	333-150043	4/2/2008
S-3	333-147809	12/4/2007
S-8	333-142020	4/11/2007
S-3	333-122366	1/28/2005
S-8	333-114094	3/31/2004
S-8	333-57590	3/26/2001
S-8	333-93231	12/21/1999
S-8	333-74963	3/24/1999
S-3	333-47611	3/9/1998
S-8	333-23727	3/21/1997

May 20, 2020

Owings Mills, Maryland

10200 Grand Central Avenue ● Suite 250 ● Owings Mills ● Maryland 21117 ● 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.


a)			i)			Report of Registered Public Accounting Firm


			v)			Statements of Net Assets Available For Benefits


			vi)			Statement 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 MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN



DATE:	May 20, 2020	By:	/s/ Lisa B. Manzone
			Lisa B. Manzone
			Senior Vice President – Human Relations 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 December 31, 2019 and 2018

Table of Contents

AS OF DECEMBER 31, 2019 AND 2018

CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits			2
Statement of Changes in Net Assets Available for Benefits			3
Notes to the Financial Statements			4
SUPPLEMENTAL SCHEDULE
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)			12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Investment Committee

McCormick & Company, Incorporated

(on behalf of The Mojave Foods Corporation 401(k) Retirement Plan)

Opinion on the Financial Statements

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 December 31, 2019 and 2018, and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

Supplemental Information

The supplemental Schedule H, in 4i - Schedule of Assets (Held at End of Year) as of December 31, 2019 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion, on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

10200 Grand Central Avenue ● Suite 250 ● Owings Mills ● Maryland 21117 ● P 410-584-0060 ● F 410-584-0061

We have served as the Plan’s auditor since 2010.

Owings Mills, Maryland

May 20, 2020

10200 Grand Central Avenue ● Suite 250 ● Owings Mills ● Maryland 21117 ● 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 December 31, 2019 and 2018


	2019		2018
ASSETS
Investments – at fair value, participant directed:
McCormick & Company, Incorporated common stock fund	$	368,249	$	277,193
Mutual funds
Equity funds	939,830		704,872
Bond funds	314,563		280,770
Balanced funds	2,204,177		1,827,463
Pooled, common and collective fund at net asset value	140,111		203,907
Total Investments at Fair Value	3,966,930		3,294,205
RECEIVABLES
Notes receivable from participants	250,551		286,820
Employer contributions	111,569		7,516

Total Receivables	362,120		294,336

Net Assets Available for Benefits	$	4,329,050	$	3,588,541

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

Table of Contents

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2019



Additions
Investment income:
Dividends and interest	$	79,239
Net appreciation of investments	623,148
Total investment income	702,387

Interest on notes receivable from participants	13,745

Contributions:
Employer contributions	111,569
Employee contributions	392,448
Rollover contributions	23,397
Total contributions	527,414
Total Additions	1,243,546

Deductions
Participant withdrawals	497,944
Administrative expenses	5,093
Total Deductions	503,037

Net increase	740,509
Net assets available for benefits, beginning of year	3,588,541
Net Assets Available for Benefits, End of Year	$	4,329,050

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

Table of Contents

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018


1.			DESCRIPTION OF THE PLAN

The Mojave Foods Corporation 401(k) Retirement Plan (the Plan) is a defined contribution plan sponsored by the Mojave Foods Corporation (the Company or the Plan Sponsor) which incorporates a 401(k) savings and investment option. The Company is a wholly owned subsidiary of the McCormick & Company, Incorporated. The Plan covers substantially all part-time and full-time employees of the Company who have completed 30 days of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective December 1, 2018, the Plan’s year end is December 31.

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 December 31, 2019, the Company made discretionary matching contributions of 30% of eligible employee pretax 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.

Table of Contents

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018

Vesting

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

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 the prime rate plus 1%. The loans are secured by the participant’s account, and all outstanding loans at December 31, 2019 and December 31, 2018 bear interest at a rate between 4.25% and 6.50%.

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.

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.

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.

Plan Termination

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.

Table of Contents

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018


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.

Use of Estimates

Valuation of Securities and Income Recognition

Securities traded on a national securities exchange 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’ estimates 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.

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

Net appreciation (depreciation) in fair value of investments included in the accompanying statements of changes in net assets available for benefits includes realized gains and losses from the sale of investments and unrealized appreciation or depreciation in the fair value of investments. Expenses relating to the purchase or sale of investments are added to the cost or deducted from the proceeds.

Table of Contents

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018

The McCormick & Company, Incorporated Common Stock Fund (the Fund) is tracked on a unitized basis. The Fund consists of McCormick & Company, Incorporated common stock 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 December 31, 2019, 8,460 units were outstanding with a value of approximately $43.53 per unit and the Fund held 1,992 shares of McCormick common stock with an aggregate value of $338,051 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $30,198. As of December 31, 2018, 7,680 units were outstanding with a value of approximately $36.09 per unit and the Fund held 1,808 shares of McCormick common stock with an aggregate value of $251,746 and a balance in the Wells Fargo Short-Term Investment Money Market Fund of $25,447.

Notes Receivable from Participants

Contributions

Employee contributions are recorded in the period that the Plan Sponsor makes payroll deductions from the participant’s earnings. The Company match is typically funded after the Plan year end.

Administrative Expenses

The Company provides the Plan with certain management and administrative services for which no fees are charged. Other administrative expenses incurred on behalf of the Plan are paid by the Plan Sponsor; however, participant loan service fees are paid by the Plan and included as administrative expenses. Other fees for investment funds offered under the Plan are included as a reduction in net appreciation of investments in the accompanying statements of changes in net assets available for benefits.

Payment of Benefits

Benefit payments to participants are recorded when paid.

Table of Contents

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018


3.			INVESTMENTS


McCormick & Company, Incorporated common stock fund	$	64,231
Mutual funds	556,512
Pooled, common and collective funds at net asset value	2,405
Total	$	623,148

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; 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.

Table of Contents

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2019 and 2018.

Mutual funds: Valued at the daily closing price as reported. Mutual funds held by the Plan are open end mutual funds that are registered with the U.S. Securities and Exchange Commission (SEC). These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

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

Pooled, common and collective trusts: Valued at NAV of the underlying investments. The collective trust funds' estimated value is NAV, exclusive of the adjustment to contract value.

The following tables sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2019 and 2018:


	Assets at Fair Value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
Mutual funds:
Equity funds	$	939,830	$	—	$	—	$	939,830
Bond funds	314,563		—		—		314,563
Balanced funds	2,204,177		—		—		2,204,177
McCormick & Company, Incorporated common stock fund	368,249		—		—		368,249
Total assets in the fair value hierarchy	$	3,826,819	$	—	$	—	3,826,819
Pooled, common and collective fund (a)							140,111
Total Investments at fair value							$	3,966,930

Table of Contents

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018


	Assets at Fair Value as of December 31, 2018
	Level 1		Level 2		Level 3		Total
Mutual funds:
Equity funds	$	704,872	$	—	$	—	$	704,872
Bond funds	280,770		—		—		280,770
Balanced funds	1,827,463		—		—		1,827,463
McCormick & Company, Incorporated common stock fund	277,193		—		—		277,193
Total assets in the fair value hierarchy	$	3,090,298	$	—	$	—	3,090,298
Pooled, common and collective fund (a)							203,907
Total Investments at fair value							$	3,294,205


Investment	2019		2018		Redemption Frequency	Redemption Notice Period
Wells Fargo Stable Return Fund I	$	140,111	$	203,907	Monthly/ Quarterly	None


4.			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.

Table of Contents

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2019 and 2018


5.			INCOME TAX STATUS

The Plan was designed using a prototype Plan document which received an opinion letter from the Internal Revenue Service (IRS) dated March 31, 2014, stating that the Plan document was in compliance with the applicable requirements of the Internal Revenue Code (the Code). The Plan Administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code, and therefore believes the Plan is qualified and the related trust is tax-exempt.

Generally accepted accounting principles in the United States require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Company has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Sponsor has concluded that as of December 31, 2019 and 2018, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements.

The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Sponsor believes it is no longer subject to income tax examinations for years prior to 2016.


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.			SUBSEQUENT EVENT

SUPPLEMENTAL SCHEDULE

THE MOJAVE FOODS CORPORATION 401(K) RETIREMENT PLAN

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

As of December 31, 2019

EIN 52-1716935, PN 001

(a)

(b)

(c)

(e)

Identity of Issue

Description of Investments

Current Value

McCormick & Company, Incorporated common stock fund

McCormick & Company

Common Stock

338,051

Money Market Fund

Wells Fargo Bank, N.A.

Wells Fargo Short-Term Investment Money Market Fund

30,198

368,249

Common and Collective Funds

Wells Fargo Bank, N.A.

Wells Fargo Stable Return Fund I

140,111

Mutual Funds

Dodge & Cox

Dodge & Cox Income Fund

2,769

PIMCO

Pimco Global Bond Unhedged Institutional Fund

2,635

Vanguard Group

Vanguard Total Bond Market Index Fund

309,159

Affiliated Managers Group

AMG TimesSquare Small Cap Growth Fund

37,846

Macquaire Group

Delaware Small Cap Value Fund

94,484

DFA Securities LLC

DFA USA Large Cap Value Fund

103,978

Dodge & Cox

Dodge & Cox International Stock Fund

33,553

T Rowe Price

T Rowe Price Growth Stock Fund

134,844

Vanguard Group

Vanguard Institutional Index Fund

488,590

Vanguard Group

Vanguard Mid Cap Index Fund

8,744

Vanguard Group

Vanguard Small Cap Index Institutional Fund

22,642

Vanguard Group

Vanguard Total International Stock Index Fund

15,149

Vanguard Group

Vanguard Target Retirement Fund

50,868

Vanguard Group

Vanguard Target Retirement Fund 2015

154,772

Vanguard Group

Vanguard Target Retirement Fund 2020

13,253

Vanguard Group

Vanguard Target Retirement Fund 2025

487,168

Vanguard Group

Vanguard Target Retirement Fund 2030

180,159

Vanguard Group

Vanguard Target Retirement Fund 2035

698,136

Vanguard Group

Vanguard Target Retirement Fund 2040

172,721

Vanguard Group

Vanguard Target Retirement Fund 2045

298,637

Vanguard Group

Vanguard Target Retirement Fund 2050

113,712

Vanguard Group

Vanguard Target Retirement Fund 2055

32,004

Vanguard Group

Vanguard Target Retirement Fund 2060

2,747

Total Mutual Funds

3,458,570

Participant Loans **

Plan participants

Notes receivable from participants

250,551

Total Investments

4,217,481


(d)			Cost is omitted in accordance with Department of Labor CFR 2520.103-10, as all investments are participant directed.
*			Party-in-interest as defined by ERISA.
**			Interest rates at 4.25% to 6.50%; maturity dates range from 2020 to 2026.

Consent of Independent Registered Public Accounting Firm


Form	Registration Number	Date Filed
S-8	333-230556	03/28/2019
S-8	333-220665	09/27/2017
S-8	333-187703	04/03/2013
S-8	333-186250	01/28/2013
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 20, 2020

Owings Mills, Maryland

McCormick & Company (MKC) 11-KAnnual report of employee stock purchases