MKC 10-K Annual Report Nov. 30, 2017 | Alphaminr
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MKC 10-K Fiscal year ended Nov. 30, 2017

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MCCORMICK & CO INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

(i)Stock Purchase Agreement, dated July18, 2017, by and among McCormick& Company, Incorporated, The R.T. Frenchs Food Group Limited, Reckitt Benckiser LLC, and Reckitt Benckiser Group plc, incorporated by reference from Exhibit 2.1 of McCormicks Form8-K dated July 18, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on July19, 2017. Disclosure schedules and exhibits have been omitted pursuant to Item 601(b)(2) of RegulationS-K.The Agreement as filed identifies such schedules and exhibits, including the general nature of their contents. McCormick agrees to furnish a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request. Articles of Amendment to Charter of McCormick& Company, Incorporated dated March27, 2003 Incorporated by reference from Exhibit 4 of RegistrationForm S-8, Registration Statement No. 333-104084 as filed with the Securities and Exchange Commission on March28, 2003. By-Laws of McCormick& Company, Incorporated Amended and Restated on November 29, 2016 Incorporated by reference from Exhibit 99.1 of McCormick's Form 8-K dated November 29 2016, File No. 1-14920, as filed with the Securities and Exchange Commission on November30, 2016. (iii) Indenture dated December7, 2007 between McCormick and The Bank of New York, incorporated by reference from Exhibit 4.1 of McCormicks Form 8-K dated December4, 2007, File No. 0-748, as filed with the Securities and Exchange Commission on December10, 2007. (iv) Indenture dated July8, 2011 between McCormick and U.S. Bank National Association, incorporated by reference from Exhibit 4.1 of McCormicks Form 8-K dated July5, 2011, File No. 1-14920, as filed with the Securities and Exchange Commission on July8, 2011. (v) Form of 3.90% notes due 2021, incorporated by reference from Exhibit 4.2 of McCormicks Form 8-K dated July5, 2011, File No.1-14920, as filed with the Securities and Exchange Commission on July8, 2011. (vi) Form of 2.70% notes due 2022, incorporated by reference from Exhibit 4.2 of McCormicks Form 8-K dated August7, 2017, File No.1-14920, as filed with the Securities and Exchange Commission on August11, 2017. (vii) Form of 3.50% notes due 2023, incorporated by reference from Exhibit 4.2 of McCormicks Form 8-K dated August14, 2013, File No.1-14920, as filed with the Securities and Exchange Commission on August19, 2013. (viii) Form of 3.15% notes due 2024, incorporated by reference from Exhibit 4.3 of McCormicks Form 8-K dated August7, 2017, File No.1-14920, as filed with the Securities and Exchange Commission on August11, 2017. (ix) Form of 3.25% notes due 2025, incorporated by reference from Exhibit 4.2 of McCormicks Form 8-K dated November3, 2015, File No.1-14920, as filed with the Securities and Exchange Commission on November 6, 2015. (x) Form of 3.40% notes due 2027, incorporated by reference from Exhibit 4.4 of McCormicks Form 8-K dated August7, 2017, File No.1-14920, as filed with the Securities and Exchange Commission on August11, 2017. (xi) Form of 4.20% notes due 2047, incorporated by reference from Exhibit 4.5 of McCormicks Form 8-K dated August7, 2017, File No.1-14920, as filed with the Securities and Exchange Commission on August11, 2017. (i) Directors Share Ownership Program, provided to members of McCormicks Board of Directors who are not also employees of McCormick, is set forth on page 28 of McCormicks definitive Proxy Statement dated February17, 2004, File No. 1-14920, as filed with the Securities and Exchange Commission on February17, 2004, and incorporated by reference herein.* (ii) Deferred Compensation Plan, as restated on January1, 2000, and amended on August29, 2000,September5, 2000 and May16, 2003, in which directors, officers and certain other management employees participate, a copy of which Plan document and amendments was attached as Exhibit 10(viii) of McCormicks Form 10-Q for the quarter ended August31, 2003, File No. 1-14920, as filed with the Securities and Exchange Commission on October14, 2003, and incorporated by reference herein.* (iii) Non-Qualified Retirement Savings Plan, with an effective date of February1, 2017, in which directors, officers and certain other management employees participate, a copy of which Plan document was attached as Exhibit 10(v) of McCormick's Form 10-Q for the quarter ended February 28, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on March 28, 2017, and incorporated by reference herein.* (iv) The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth in Exhibit A of McCormicks definitive Proxy Statement dated February20, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on February20, 2008, and incorporated by reference herein, as amended byAmendment No.1 thereto, which Amendment is incorporated by reference from Exhibit 10(xi) of McCormicks 10-K for the fiscal year ended November30, 2008, File No.1-14920, as filed with the Securities and Exchange Commission on January28, 2009.* (v) The 2013 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is incorporated by reference from Exhibit 4.1 of McCormicks Form S-8, Registration No. 333-187703, as filed with the Securities and Exchange Commission on April 3, 2013, as amended,which Amendment No. 1 is incorporated by reference from Exhibit 10(x) of McCormicks Form 10-Q for the quarter ended February 28, 2015, File No. 1-14920, as filed with the Securities and Exchange Commission on March 31, 2015.* (vi) Form of Long -Term Performance Plan Agreement, formerly known as Mid-Term Incentive Plan, incorporated by reference from Exhibit 10(x) of McCormicks Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013. (vii) Form of Restricted Stock Units Agreement, incorporated by reference from Exhibit 10(xi) of McCormicks Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013. (viii) Form of Restricted Stock Units Agreement for Directors, incorporated by reference from Exhibit 10(xii) of McCormicks Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013. (ix) Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(xiii) of McCormicks Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013, as amended, whichAmendment No. 1 is incorporated by reference from Exhibit 10(xv) of McCormicks Form 10-Q for the quarter ended February 28, 2015, File No. 1-14920, as filed with the Securities and Exchange Commission on March 31, 2015. (x) Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference from Exhibit 10(xiv) of McCormicks Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013. (xi) Form of Indemnification Agreement, incorporated by reference from Exhibit 10(xv) of McCormicks Form 10-Q for the quarter ended February 28, 2014, File No. 1-14920, as filed with the Securities and Exchange Commission on March 26, 2014. (xii) Employment Agreement between McCormick (UK) Limited and Malcolm Swift, incorporated by reference from Exhibit 10.1 of McCormicks Form 8-K, File No. 1-14920, as filed with the Securities and Exchange Commission on January 29, 2015.* (xiii) Severance Plan for Executives, incorporated by reference from Exhibit 10(xix) of McCormicks Form 10-Q for the quarter ended February 28, 2015, File No. 1-14920, as filed with the Securities and Exchange Commission on March 31, 2015.* (xiv) Term Loan Agreement, dated August7, 2017, by among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto, incorporated by reference from Exhibit 10.1 of McCormicks Form 8-K dated August 7, 2017, File No. 1-14920, as filed with the Securities and Exchange Commission on August 11, 2017. (21 ) Subsidiaries of McCormick Filed herewith (23 ) Consents of experts and counsel Filed herewith (i) Certification of Lawrence E. Kurzius, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (ii) Certification of Michael R. Smith, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (i) Certification of Lawrence E. Kurzius, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (ii) Certification of Michael R. Smith, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.