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United States securities and exchange commission logo
March 9, 2021
Michael R. Smith
Chief Financial Officer
McCormick & Company, Incorporated
24 Schilling Road, Suite 1
Hunt Valley, Maryland 21031
Re: McCormick &
Company, Incorporated
Form 10-K for the
Fiscal Year Ended November 30, 2020
Filed January 28,
2021
File No. 001-14920
Dear Mr. Smith:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended November 30, 2020
Management s Discussion and Analysis of Financial Condition and
Results of Operations
Non-GAAP Financial Measures, page 32
1. We note that Adjusted
EBITDA, net debt, and leverage ratio are financial covenants under
your credit agreements.
In future filings, please revise your disclosure to address the
following:
Describe the
material terms of the covenant;
Indicate the
amount or limit required for compliance with the covenant; and
Disclose the
actual or reasonably likely effects of compliance or non-compliance with
the covenant on the
company's financial condition and liquidity.
Refer to Question
102.09 of our Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
Michael R. Smith
McCormick & Company, Incorporated
March 9, 2021
Page 2
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies - Revenue Recognition, page 61
2. Please revise your discussion in future filings to clarify whether
revenue from the majority
of your contracts is recognized at a point in time, or if for certain
contracts, revenue is
recognized over time, upon satisfaction of the performance obligation.
We note
disclosure on page 61 that revenue is recognized when control
passes to the customer.
In this regard, discuss how and when transfer of control of your
products occur. Refer to
ASC 606-10-25-24 and 606-10-50-12(a).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Heather Clark at 202-551-3624 or Martin James, Senior
Advisor, at
202-551-3671 with any questions.
FirstName LastNameMichael R. Smith Sincerely,
Comapany NameMcCormick & Company, Incorporated
Division of
Corporation Finance
March 9, 2021 Page 2 Office of
Manufacturing
FirstName LastName