SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended February 28, 2003

Commission File Number 001-14920

McCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)

MARYLAND		52-0408290
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

18 Loveton Circle, P. O. Box 6000, Sparks, MD		21152-6000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (410) 771-7301

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

		Shares Outstanding March 31, 2003


Common Stock		15,569,730

Common Stock Non-Voting		123,612,075

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION				3

	ITEM 1	FINANCIAL STATEMENTS		3

	ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS		10

	ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		18

	ITEM 4	CONTROLS AND PROCEDURES		18

PART II – OTHER INFORMATION				19

	ITEM 6	EXHIBITS AND REPORTS ON FORM 8-K		19

SIGNATURES				19

CERTIFICATIONS			20

EXHIBIT INDEX			24

PART I – FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

McCORMICK & COMPANY, INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

(in thousands except per share amounts)

	Three Months Ended February 28,
	2003			2002

Net sales	$	555,147		$	518,906
Cost of goods sold	355,307			333,655

Gross profit	199,840			185,251

Selling, general and administrative expense	140,880			132,641
Special charges	78			367

Operating income	58,882			52,243

Interest expense	10,516			11,063
Other income, net	(641		)	(1,047		)

Income before income taxes	49,007			42,227

Income taxes	15,340			13,246

Net income from consolidated operations	33,667			28,981

Income from unconsolidated operations	2,847			5,678

Minority interest	(1,375		)	(818		)

Net income	$	35,139		$	33,841

Earnings per common share - basic	$	0.25		$	0.24

Earnings per common share - assuming dilution	$	0.25		$	0.24

Cash dividends declared per common share	$	0.11		$	0.105

See notes to condensed consolidated financial statements.

McCORMICK & COMPANY, INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands)

	February 28, 2003			February 28, 2002			November 30, 2002
	(unaudited)			(unaudited)

ASSETS
Current Assets
Cash and cash equivalents	$	21,002		$	62,181		$	47,332
Accounts receivable, net	304,532			269,894			341,802
Inventories
Raw materials and supplies	150,730			116,207			126,312
Finished products and work-in process	196,075			165,675			180,017
	346,805			281,882			306,329
Other current assets	38,857			31,282			29,164
Total current assets	711,196			645,239			724,627

Property, plant and equipment	1,016,360			917,309			972,832
Less: accumulated depreciation	(526,763		)	(474,754		)	(504,568		)
Total property, plant and equipment, net	489,597			442,555			468,264

Goodwill, net	534,027			450,659			499,457
Intangible assets, net	6,996			5,793			6,497
Prepaid allowances	113,909			125,348			96,624
Other assets	128,296			149,091			135,320

Total assets	$