SecProbe.io

February 24, 2011
 Kenneth A. Kelly, Jr. Senior Vice President & Controller McCormick & Company, Incorporated 18 Loveton Circle Sparks, Maryland  21152

Re: McCormick & Company, Incorporated
  Form 10-K for Fiscal Year Ended November 30, 2010   Filed January 27, 2011   Commission File No.:  1-14920

Dear Mr. Kelly:
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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we may have additional comments.

Form 10-K for Fiscal Year Ended November 30, 2010

 General

 1. We are aware of a September 2008 news re port that because of political reasons, you
have found it difficult to buy saffron from Iran an d cumin from Syria.  We are also aware
of a December 2010 news report that you are licensed by OFAC to sell certain of your
products to Iran, and that the Iranian comp anies that you list on your OFAC application
as end purchasers are connected to entitie s prohibited by OFAC.  Iran and Syria are
identified by the State Department as state sponsors of terrorism, a nd are subject to U.S.
economic sanctions and export controls.  We note that your Form 10-K does not include
disclosure regarding any contacts with the refe renced countries.  Please  describe to us the
nature and extent of your past , current, and anticipated c ontacts with Iran and Syria,
whether through subsidiaries, br okers, wholesalers, distributo rs, resellers, retailers, or
other direct or indire ct arrangements.  Your response should describe any goods that you
have purchased from, or provided into, Iran a nd Syria, directly or indirectly, and any

Kenneth A. Kelly, Jr.
McCormick & Company, Incorporated February 24, 2011 Page 2

agreements, commercial arrangements, or  other contacts you have had with the
governments of those countries, entities contro lled by those governments, or any entities
of those countries that are included in OFAC’s Specially Designated Nationals List.

2. Please discuss the materiality of your business activities in, and othe r contacts with, Iran
and Syria, described in response to the fore going comment, and whether they constitute a
material investment risk for your security holders.  You should address materiality in
quantitative terms, including the approximate  dollar amounts of any revenues, assets, and
liabilities associated with each of Iran and Sy ria for the last three fiscal years and the
subsequent interim period.  Also, address mate riality in terms of qua litative factors that a
reasonable investor would deem important in  making an investment decision, including
the potential impact of corpor ate activities upon a company’s reputation and share value.
As you may know, various state and municipa l governments, universities, and other
investors have proposed or adopt ed divestment or similar init iatives regarding investment
in companies that do business with U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the pot ential impact of the investor sentiment
evidenced by such actions directed toward companies that have operations associated
with Iran or Syria, includi ng any potential adverse impact on your reputation or share
value as a result of any sales to Iranian purch asers having close connections with entities
that are included in OFAC’s Speci ally Designated Nationals List.

Exhibit 13

 Management’s Discussion and Analysis, page 18

 3. On pages 19 and 21 you refer to rising input  and commodity costs that unfavorably
impacted gross margin and operating income, and related pricing actions to offset some
of these increases.  In a February 3, 2011 arti cle in The Wall Street Journal you indicate
that prices of certain goods have increased c onsiderably over the pa st two years, and on
slide 27 of your fourth quarte r earnings conference call you in dicate that there will be a
significant increase in material costs in 2011.  Please explain to us how you have
considered the guidance in Item 303(a)(3)(ii ) of Regulation S-K, instructions two and
three of the Instructions to Paragraph 303(a), Sections III.B and IV of FR-36, and Section
III.B.3 of FR-72, relating to the need to disc uss and analyze (i) th e potential impact to
2011 costs of goods sold from this cost infl ation and (ii) your pr icing actions and the
extent to which they will c over the increase in costs.
 Note 12:  Income Taxes, page 53

 4. We note on page 19 that you repatriated $108.5 in  cash from foreign subsidiaries in the
fourth quarter of 2010.  This amount a ppears incremental to the $194.2 utilized
temporarily from foreign subsidiaries, as di sclosed on page 26.  Please clarify for us (i)
the reason you repatriated the $108.5 million, (ii)  the foreign subsidiaries from which it
was repatriated, (iii) whether the amounts were repatriated from 2010 earnings or
unremitted earnings that were deemed perman ently invested abroad as of November 30,

Kenneth A. Kelly, Jr.
McCormick & Company, Incorporated February 24, 2011 Page 3

2009, and (iv) the reason why you have not had a change in assertion related to
undistributed earnings existi ng as of November 30, 2009 for any of your foreign
subsidiaries.
 Note 16:  Business Segments, page 55

 5. We note that you sell products under a variet y of brands, including McCormick, Lawry’s,
Zatarain’s, Simply Asia, Thai Kitchen, Ol d Bay, El Guapo, Ducros, Schwartz, Vahine,
Silvo, Club House, Billy Bee and Aeroplane and that the McCormic k brand includes the
herbs and spices, seasoning mixes, extracts  and food colors, grill mates, and seafood
groups of products.  Based upon slides five and 12 of your four th quarter earnings
conference call, it appears that you may track revenue for some of these brands (i.e.,
extracts, dry seasoning mixes, Lawry’s, Zatara ins, and grill mates).  We note from your
website that you refer to a number of these br ands as business units, which also may be
an indication that you track revenue by brand.  Finally, we  note you appear to have
removed the language in your 2010 Form 10-K that indicated it is impractical to
segregate and identify revenue for individual pr oduct lines, as discussed in your response
letter dated June 5, 2007.  In light of the above observations, please update us on your
consideration of the requir ement in ASC 280-10-50-40 to provide revenue information
for your product brands  or other groupings
.
6. We note your disclosure that you operate in two business segments, consumer and
industrial.  We also note th at your executive officers include  President - U.S. Industrial
Group, President - North American Consumer  Foods, and President - International
Business.  These three positions, based upon their underlying responsibilities, appear similar to the segment manager posit ion described in ASC 280-10-50-7, and,
consequently, an indication that you may operate in three segments.  Please clarify for us
how you determined that you have two ope rating segments and the reason why you do
not operate in three segments where each of  these positions is a segment manager, as
provided by ASC 280-10-50-1 to 50-9.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Kenneth A. Kelly, Jr.
McCormick & Company, Incorporated February 24, 2011 Page 4

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Michael Fay at (202) 551-3812 or me at  (202) 551-3299 if you have
questions regarding the comments.

 Sincerely,
    Mark Shannon         B r a n c h  C h i e f