EMPLOYEE BENEFIT AND RETIREMENT PLANS

We sponsor defined benefit pension plans in the U.S. and certain foreign locations. In addition, we sponsor defined contribution plans in the U.S. and contribute to government-sponsored retirement plans in locations outside the U.S. We also currently provide postretirement medical and life insurance benefits to certain U.S. employees.

Included in accumulated other comprehensive loss at November 30, 2012 was $479.0 million ($320.5 million net of tax) related to net unrecognized actuarial losses and unrecognized prior service credit that have not yet been recognized in net periodic pension or postretirement benefit cost. We expect to recognize $36.0 million ($23.8 million net of tax) of actuarial losses, net of prior service credit in net periodic pension and postretirement benefit expense during 2013.

Defined Benefit Pension Plans

The significant assumptions used to determine benefit obligations are as follows as of November 30:



	United States				International
	2012		2011		2012		2011
Discount rate—funded plan	4.3	%	5.5	%	4.4	%	5.1	%
Discount rate—unfunded plan	4.2	%	5.4	%	—		—
Salary scale	3.8	%	3.8	%	3.0-3.8%		3.0-3.8%
Expected return on plan assets	8.0	%	8.3	%	6.7	%	7.2	%

Annually, we undertake a process, with the assistance of our external investment consultants, to evaluate the appropriate projected rates of return to use for our pension plans’ assumptions. We engage our investment consultant’s research team to develop capital market assumptions for each asset category in our plans to project investment returns into the future. The specific methods used to develop expected return assumptions vary by asset category. We adjust the outcomes for the fact that plan assets are invested with actively managed funds and subject to tactical asset reallocation.

Our pension expense was as follows:



	United States									International
(millions)	2012			2011			2010			2012			2011			2010
Service cost	$	17.5		$	15.1		$	12.8		$	6.8		$	6.2		$	5.6
Interest costs	31.8			30.3			29.2			12.8			12.5			11.5
Expected return on plan assets	(37.8		)	(34.1		)	(32.0		)	(16.2		)	(15.8		)	(13.7		)
Amortization of prior service costs	0.1			0.1			0.1			0.4			0.7			0.3
Recognized net actuarial loss	18.1			13.3			11.8			3.5			2.2			1.5
Other	—			—			—			—			0.3			0.1
	$	29.7		$	24.7		$	21.9		$	7.3		$	6.1		$	5.3

Rollforward of the benefit obligation, fair value of plan assets and a reconciliation of the pension plans’ funded status as of November 30, the measurement date, follows:



	United States						International
(millions)	2012			2011			2012			2011
Change in benefit obligation:
Benefit obligation at beginning of year	$	588.5		$	515.6		$	251.1		$	223.7
Service cost	17.5			15.1			6.8			6.2
Interest costs	31.8			30.3			12.8			12.5
Employee contributions	—			—			1.7			1.7
Plan changes and other	—			—			(0.2		)	1.4
Actuarial loss	119.5			47.1			34.4			13.6
Benefits paid	(22.1		)	(19.6		)	(10.2		)	(8.8		)
Expenses paid	—			—			(0.7		)	(0.6		)
Foreign currency impact	—			—			5.1			1.4
Benefit obligation at end of year	$	735.2		$	588.5		$	300.8		$	251.1
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$	400.9		$	383.3		$	214.9		$	199.2
Actual return on plan assets	56.9			8.1			17.5			8.3
Employer contributions	84.1			29.1			20.2			13.6
Employee contributions	—			—			1.7			1.7
Benefits paid	(22.1		)	(19.6		)	(10.2		)	(8.8		)
Expenses paid	—			—			(0.7		)	(0.6		)
Foreign currency impact	—			—			4.2			1.5
Fair value of plan assets at end of year	$	519.8		$	400.9		$	247.6		$	214.9
Funded status	$	(215.4	)	$	(187.6	)	$	(53.2	)	$	(36.2	)
Pension plans in which accumulated benefit obligation exceeded plan assets
Accumulated benefit obligation	$	660.2		$	530.4		$	182.2		$	144.2
Fair value of plan assets	519.8			400.9			154.0			121.6

Included in the U.S. in the preceding table is a benefit obligation of $87.8 million and $72.4 million for 2012 and 2011, respectively, related to a nonqualified defined benefit plan pursuant to which we will pay supplemental pension benefits to certain key employees upon retirement based upon employees’ years of service and compensation. The accrued liability related to this plan was $82.2 million and $67.7 million as of November 30, 2012 and 2011, respectively. The assets related to this plan are held in a rabbi trust and accordingly have not been included in the preceding table. These assets were $63.3 million and $52.1 million as of November 30, 2012 and 2011, respectively.

Amounts recorded in the balance sheet for all defined benefit pension plans consist of the following:



	United States				International
(millions)	2012		2011		2012		2011
Prepaid pension cost	—		—		—		$	3.0
Accrued pension liability	$	215.4	$	187.6	$	53.2	39.2
Deferred income tax assets	128.0		97.1		23.9		16.2
Accumulated other comprehensive loss	212.5		161.2		95.3		71.6

The accumulated benefit obligation is the present value of pension benefits (whether vested or unvested) attributed to employee service rendered before the measurement date and based on employee service and compensation prior to that date. The accumulated benefit obligation differs from the projected benefit obligation in that it includes no assumption about future compensation levels. The accumulated benefit obligation for the U.S. pension plans was $660.2 million and $530.4 million as of November 30, 2012 and 2011, respectively. The accumulated benefit obligation for the international pension plans was $270.5 million and $225.3 million as of November 30, 2012 and 2011, respectively.

The investment objectives of the defined benefit pension plans are to provide assets to meet the current and future obligations of the plans at a reasonable cost to us. The goal is to optimize the long-term return across the portfolio of investments at a moderate level of risk. Higher-returning assets include mutual, co-mingled and other funds comprised of equity securities, utilizing both active and passive investment styles. These more volatile assets are balanced with less volatile assets, primarily mutual, co-mingled and other funds comprised of fixed income securities. Professional investment firms are engaged to provide advice on the selection and monitoring of investment funds, and to provide advice on the allocation of plan assets across the various fund managers. This advice is based in part on the duration of each plan’s liability as some of our plans are active while others are frozen. The investment return performances are evaluated quarterly against specific benchmark indices and against a peer group of funds of the same asset classification.

Our allocations of U.S. pension plan assets as of November 30, 2012 and 2011, by asset category, were as follows:



	Actual				2012
Asset Category	2012		2011		Target
Equity securities	63.4	%	66.2	%	70.0	%
Fixed income securities	24.5	%	26.4	%	25.0	%
Other	12.1	%	7.4	%	5.0	%
Total	100.0	%	100.0	%	100.0	%

The allocations of the international pension plans’ assets as of November 30, 2012 and 2011, by asset category, were as follows:



	Actual				2012
Asset Category	2012		2011		Target
Equity securities	53.9	%	54.8	%	53.0	%
Fixed income securities	42.5	%	45.2	%	40.0	%
Other	3.6	%	—	%	7.0	%
Total	100.0	%	100.0	%	100.0	%

The following tables set forth by level, within the fair value hierarchy as described in note 7, pension plan assets at their fair value as of November 30, 2012 and 2011 for the United States and international plans:



As of November 30, 2012	United States
(millions)	Total fair value		Level 1		Level 2		Level 3
Cash and cash equivalent	$	36.3	$	36.3	—		—
Equity securities:
U.S. equity securities^(a)	239.1		107.3		$	131.8	—
International equity securities^(b)	90.2		90.2		—		—
Fixed income securities:
U.S./government/ corporate bonds^(c)	74.2		74.2		—		—
High yield bonds^(d)	27.4		—		27.4		—
International/government/ corporate bonds^(e)	25.1		25.1		—		—
Insurance contracts^(f)	1.1		—		1.1		—
Other types of investments:
Hedge fund of funds^(g)	21.1		—		—		$	21.1
Private equity funds^(h)	5.3		—		—		5.3
Total investments	$	519.8	$	333.1	$	160.3	$	26.4



As of November 30, 2012	International
(millions)	Total fair value		Level 1		Level 2		Level 3
Cash and cash equivalent	$	9.0	$	9.0	—		—
International equity securities^(b)	133.4		—		$	133.4	—
Fixed income securities:
U.S./government/ corporate bonds^(c)	87.4		—		87.4		—
Insurance contracts^(f)	17.8		—		17.8		—
Total investments	$	247.6	$	9.0	$	238.6	—



As of November 30, 2011	United States
(millions)	Total fair value		Level 1		Level 2		Level 3
Cash and cash equivalent	$	5.4	$	5.4	—		—
Equity securities:
U.S. equity securities^(a)	196.3		81.2		$	115.1	—
International equity securities^(b)	69.1		69.1		—		—
Fixed income securities:
U.S./government/ corporate bonds^(c)	65.2		65.2		—		—
High yield bonds^(d)	23.0		—		23.0		—
International/government/ corporate bonds^(e)	16.3		16.3		—		—
Insurance contracts^(f)	1.0		—		1.0		—
Other types of investments:
Hedge fund of funds^(g)	19.8		—		—		$	19.8
Private equity funds^(h)	4.8		—		—		4.8
Total investments	$	400.9	$	237.2	$	139.1	$	24.6



As of November 30, 2011			International
(millions)	Total fair value		Level 1		Level 2		Level 3
Cash and cash equivalent	$	0.1	$	0.1	—		—
International equity securities^(b)	117.8		—		$	117.8	—
Fixed income securities:
U.S./government/ corporate bonds^(c)	78.9		—		78.9		—
Insurance contracts^(f)	18.1		—		18.1		—
Total investments	$	214.9	$	0.1	$	214.8	—


(a)	This category comprises equity funds and collective equity trust funds that most closely track the S&P index and other equity indices.


(b)	This category comprises international equity funds with varying benchmark indices.


(c)	This category comprises funds consisting of U.S. government and U.S. corporate bonds and other fixed income securities. An appropriate benchmark is the Barclays Capital Aggregate Bond Index.


(d)	This category comprises funds consisting of real estate related debt securities with an appropriate benchmark of the Barclays Investment Grade CMBS Index.


(e)	This category comprises funds consisting of international government/corporate bonds and other fixed income securities with varying benchmark indices.


(f)	This category comprises insurance contracts, the majority of which have a guaranteed investment return.


(g)	This category comprises hedge fund of funds investing in strategies represented in the HFRI Fund of Funds Index.


(h)	This category comprises private equity, venture capital and limited partnerships.

The change in fair value of the plans’ Level 3 assets for 2012 is summarized as follows:



(millions)	Beginning of year		Realized gains		Unrealized gains		Net, purchases and sales		End of year
Hedge fund of funds	$	19.8	—		$	0.6	$	0.7	$	21.1
Private equity funds	4.8		$	0.1	0.1		0.3		5.3
Total	$	24.6	$	0.1	$	0.7	$	1.0	$	26.4

The change in fair value of the plans’ Level 3 assets for 2011 is summarized as follows:



(millions)	Beginning of year		Realized gains	Unrealized (losses) gains			Net, purchases and sales		End of year
Hedge fund of funds	$	18.9	0.6	$	(0.3	)	$	0.6	$	19.8
Private equity funds	3.2		0.2	0.5			0.9		4.8
Total	$	22.1	0.8	$	0.2		$	1.5	$	24.6

The value for the Level 3 hedge fund of funds’ assets is determined by an administrator using financial statements of the underlying funds or estimates provided by fund managers. The value for the Level 3 private equity funds’ assets is determined by the general partner or the general partner’s designee. In addition, for the plans’ Level 3 assets we engage an independent advisor to compare the funds’ returns to other funds with similar strategies. Each fund is required to have an annual audit by an independent accountant, which is provided to the independent advisor. This provides a basis of comparability relative to similar assets in this category.

Equity securities in the U.S. plan included McCormick stock with a fair value of $29.4 million (0.5 million shares and 5.7% of total U.S. pension plan assets) and $22.2 million (0.5 million shares and 5.6% of total U.S. pension plan assets) at November 30, 2012 and 2011, respectively. Dividends paid on these shares were $0.6 million and $0.5 million in 2012 and in 2011, respectively.

Pension benefit payments in our most significant plans are made from assets of the pension plans. It is anticipated that future benefit payments for the U.S. plans for the next 10 fiscal years will be as follows:



(millions)	United States expected payments
2013	$	23.4
2014	25.0
2015	26.8
2016	29.5
2017	32.1
2018-2022	196.9

It is anticipated that future benefit payments for the international plans for the next 10 fiscal years will be as follows:



(millions)	International expected payments
2013	$	8.2
2014	9.5
2015	9.6
2016	10.5
2017	11.8
2018-2022	74.9

U.S. Defined Contribution Retirement Plans

For the U.S. Defined Contribution Retirement Plan, we match 100% of a participant’s contribution up to the first 3% of the participant’s salary, and 50% of the next 2% of the participant’s salary. In addition we make contributions for U.S. employees not covered by the defined benefit plan. Some of our smaller U.S. subsidiaries sponsor separate 401(k) retirement plans. Our contributions charged to expense under all 401(k) retirement plans were $7.4 million, $7.0 million and $6.8 million in 2012, 2011 and 2010, respectively.

At the participant’s election, 401(k) retirement plans held 2.6 million shares of McCormick stock, with a fair value of $170.4 million, at November 30, 2012. Dividends paid on these shares in 2012 were $3.4 million.

Postretirement Benefits Other Than Pensions

We currently provide postretirement medical and life insurance benefits to certain U.S. employees who were covered under the active employees’ plan and retire after age 55 with at least five years of service. The subsidy provided under these plans is based primarily on age at date of retirement. These benefits are not pre-funded but paid as incurred. Employees hired after December 31, 2008 are not eligible for a company subsidy. They are eligible for coverage on an access-only basis.

Our other postretirement benefit expense follows:



(millions)	2012			2011			2010
Service cost	$	4.0		$	3.8		$	5.0
Interest costs	4.9			4.5			5.0
Amortization of prior service costs	(4.0		)	(5.9		)	(5.5		)
Amortization of losses	—			0.7			1.3
Special termination benefits	(0.1		)	0.3			—
Postretirement benefit expense	$	4.8		$	3.4		$	5.8

Rollforwards of the benefit obligation, fair value of plan assets and a reconciliation of the plans’ funded status at November 30, the measurement date, follow:



(millions)	2012			2011
Change in benefit obligation:
Benefit obligation at beginning of year	$	99.3		$	101.8
Service cost	4.0			3.8
Interest costs	4.9			4.5
Employee contributions	2.7			1.8
Medicare prescription subsidy	0.4			0.5
Demographic assumptions change	0.8			4.1
Other plan assumptions	(1.0		)	(0.8		)
Trend rate assumption change	(0.2		)	—
Discount rate change	14.1			(4.2		)
Special termination benefits	(0.1		)	0.3
Actuarial gain	(3.5		)	(4.6		)
Benefits paid	(8.6		)	(7.9		)
Benefit obligation at end of year	$	112.8		$	99.3
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	—			—
Employer contributions	$	5.5		$	5.6
Employee contributions	2.7			1.8
Medicare prescription subsidy	0.4			0.5
Benefits paid	(8.6		)	(7.9		)
Fair value of plan assets at end of year	—			—
Other postretirement benefit liability	$	112.8		$	99.3

Estimated future benefit payments (net of employee contributions) for the next 10 fiscal years are as follows:



(millions)	Retiree medical		Retiree life insurance		Total
2013	$	6.4	$	1.2	$	7.6
2014	6.7		1.2		7.9
2015	7.0		1.2		8.2
2016	7.1		1.2		8.3
2017	7.2		1.3		8.5
2018-2022	37.1		6.5		43.6

The assumed discount rate was 3.8% and 5.2% for 2012 and 2011, respectively.

For 2013, the assumed annual rate of increase in the cost of covered health care benefits is 7.6% (8.4% last year). It is assumed to decrease gradually to 5.0% in the year 2021 (5.0% in 2019 last year) and remain at that level thereafter. A one percentage point increase or decrease in the assumed health care cost trend rate would have an immaterial effect on the benefit obligation and the total of service and interest cost components for 2012.