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United States securities and exchange commission logo
November 30, 2023
Mike Smith
Executive Vice President and Chief Financial Officer
McCORMICK & COMPANY, INCORPORATED
18 Loveton Circle,
Sparks, Maryland 21152
Re: McCORMICK &
COMPANY, INCORPORATED
Form 10-K for the
Fiscal Year Ended November 30, 2022
Filed January 26,
2023
Form 8-K furnished
October 3, 2023
File No. 001-14920
Dear Mike Smith:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended November 30, 2022
16. Business Segments and Geographical Areas, page 91
1. We note your
reconciliation of operating income excluding special charges and
transaction and
integration expenses, to operating income. Please note that ASC 280-10-
50-30(b) requires a
reconciliation of the total of the reportable segments measures of
profit or loss to the
public entity s consolidated income before income taxes. In future
filings, please revise
your reconciliation to comply with this guidance.
2. We note your disclosure
that it is impracticable to segregate and identify sales and profits
for each of the
individual product lines. We also note your disclosure of sales by product
category for both
reportable segments in your annual report for FY2022 and reference to
growth in these product
categories in earnings calls. Please tell us what consideration you
gave to presenting
disaggregated revenue by product category, such as spices and
seasonings, herbs,
recipe mixes, hot sauce, etc. Refer to ASC 280-10-50-40 and ASC
Mike Smith
McCORMICK & COMPANY, INCORPORATED
November 30, 2023
Page 2
606-10-55-89 through 91.
3. Please disclose the amount of revenues from external customers
attributed to an individual
foreign country and the amount of long-lived assets in an individual
foreign country, if
material, in future filings. Refer to ASC 280-10-50-41.
Form 8-K furnished October 3, 2023
Exhibit 99.1 Earnings Release, page 7
4. We note that in your reconciliations of Non-GAAP financial measures to
the most
comparable GAAP measure, you include disclosure of adjusted operating
income margin
and adjusted income tax rate without presentation of the most
comparable GAAP measure
which would be GAAP operating income margin and income tax rate,
respectively.
Please revise future filings accordingly. See guidance in Question
102.10(a) of the SEC
Staff s Compliance & Disclosure Interpretation on Non-GAAP Financial
Measures.
In closing, 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.
Please contact Len Jui at 202-551-6693 or Claire Erlanger at
202-551-3301 with any
questions.
FirstName LastNameMike Smith Sincerely,
Comapany NameMcCORMICK & COMPANY, INCORPORATED
Division of Corporation Finance
November 30, 2023 Page 2 Office of Manufacturing
FirstName LastName