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 May 31, 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 June 30, 2003

Common Stock		15,514,827

Common Stock Non-Voting		123,962,680

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION			3
ITEM 1		FINANCIAL STATEMENTS	3
ITEM 2		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4		CONTROLS AND PROCEDURES	22

PART II – OTHER INFORMATION			22
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		22
ITEM 6	EXHIBITS AND REPORTS ON FORM 8-K		23

SIGNATURES			24

CERTIFICATIONS			25

EXHIBIT INDEX			29

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 May 31,						Six Months Ended May 31,
	2003			2002			2003			2002

Net sales	$	596,125		$	552,620		$	1,151,272		$	1,071,526
Cost of goods sold	382,750			359,925			738,057			693,580

Gross profit	213,375			192,695			413,215			377,946

Selling, general and administrative expense	152,152			135,495			293,032			268,136
Special charges	1,242			1,659			1,320			2,026

Operating income	59,981			55,541			118,863			107,784

Interest expense	10,677			11,118			21,194			22,181
Other (income)/expense, net	(5,972		)	397			(6,613		)	(650		)

Income from consolidated operations before income taxes	55,276			44,026			104,282			86,253

Income taxes	16,845			13,794			32,185			27,040

Net income from consolidated operations	38,431			30,232			72,097			59,213

Income from unconsolidated operations	2,479			4,141			5,327			9,819
Minority interest	(951		)	(760		)	(2,326		)	(1,578		)

Net income	$	39,959		$	33,613		$	75,098		$	67,454

Earnings per common share – basic	$	0.29		$	0.24		$	0.54		$	0.48

Shares used in computing basic earnings per share	139,202			139,668			139,575			139,163

Earnings per common share – assuming dilution	$	0.28		$	0.24		$	0.53		$	0.47

Shares used in computing diluted earnings per share	142,410			142,984			142,427			142,197

Cash dividends declared per common share	$	0.11		$	0.105		$	0.22		$	0.21

See notes to condensed consolidated financial statements.

McCORMICK & COMPANY, INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands)

	May 31, 2003	May 31, 2002	November 30, 2002
	(unaudited)	(unaudited)

ASSETS