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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

McCORMICK & COMPANY, INCORPORATED

        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 such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

        State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

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

DOCUMENTS INCORPORATED BY REFERENCE

PART I

        As used herein, the "Registrant" means McCormick & Company, Incorporated and its subsidiaries, unless the context otherwise requires.

Item 1. Business

        The Registrant, a diversified specialty food company, is a global leader in the manufacture, marketing and distribution of spices, herbs, seasonings, flavorings and other specialty food products to the entire food industry. The Registrant also, through subsidiary corporations, manufactures and markets specialty plastic bottles and tubes for food, personal care and other industries. The Registrant was formed in 1915 under Maryland law as the successor to a business established in 1889.

        The Registrant operates in three business segments: consumer, industrial and packaging. The consumer segment sells spices, herbs, extracts, proprietary seasoning blends, sauces and marinades to the consumer food market under a variety of brands, including "McCormick", "Ducros" in continental Europe, "Club House" in Canada, and "Schwartz" in the U.K. The industrial segment sells spices, herbs, extracts, proprietary seasonings, condiments, coatings and compound flavors to food processors, restaurant chains, distributors, warehouse clubs and institutional operations. The packaging segment manufactures and markets plastic packaging products to the food, personal care and other industries, primarily in the U.S. Tubes and bottles are also produced for the Registrant's food segment.

        Please refer to pages 5 through 13 of the Registrant's Annual Report to Stockholders for 2002, which is attached as Exhibit 13, for a more detailed description of the business. Please also refer to pages 17 through 28, "Management's Discussion and Analysis," and Note 15 "Business Segments and Geographic Areas" of the Notes to Consolidated Financial Statements on pages 42 and 43 of the Annual Report to Stockholders for 2002, for financial information about the Registrant's business segments. Such pages of the Registrant's Annual Report to Stockholders for 2002 are incorporated herein by reference.

        Unless otherwise indicated, all references to amounts in this Report or in the Registrant's Annual Report to Stockholders for 2002 are amounts from continuing operations.

Raw Materials

        Many of the spices and herbs purchased by the Registrant are imported into the U.S. from the country of origin, although significant quantities of some materials, such as paprika, dehydrated vegetables, onion and garlic, and food ingredients other than spices and herbs, originate in the U.S. The Registrant is a direct importer of certain raw materials, mainly black pepper, vanilla beans, cinnamon, herbs and seeds from their countries of origin. In addition, the Registrant also purchases wheat flour, soy oil and cheese and dairy powders from U.S. sources for use in many industrial products.

        The raw materials most important to the Registrant are wheat flour, black pepper, soy oil, cheese and vanilla beans. The Registrant is not aware of any restrictions or other factors that would have a material adverse effect on the availability of these raw materials. Because the raw materials are agricultural products, the Registrant uses a combination of open market purchases and advance purchase commitments, most of which are less than one year in duration, to minimize volatility in price and uncertainty of supply.

        Substantially all of the raw materials used in the packaging segment originate in the U.S.

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Customers

        The Registrant's products are sold through its own sales organization, brokers and distributors. In the consumer segment, these products are generally resold to consumers through grocery, mass merchandise, drug and other retail outlets. In the industrial segment, these products are used by food and beverage manufacturers as ingredients for their finished goods and by foodservice customers to enhance the flavor of their foods. In the packaging segment, plastic bottles and tubes are sold to pharmaceutical, cosmetics and other companies in the personal care industry as well as to the food industry.

        The Registrant has a large number of customers for its products. No single customer accounted for as much as 10% of consolidated net sales in 2002. Sales to the Registrant's five largest customers represented approximately 27% of consolidated net sales.

        The dollar amount of backlog orders of the Registrant's business is not material to an understanding of the Registrant's business, taken as a whole. No material portion of the Registrant's business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the U.S. Government.

Trademarks, Licenses and Patents

        The Registrant owns a number of trademark registrations. Although in the aggregate these trademarks may be material to the Registrant's business, the loss of any one of those trademarks, with the exception of the Registrant's "McCormick," "Schwartz," "Club House" and "Ducros" trademarks, would not have a material adverse effect on the Registrant's business. The "McCormick" trademark is extensively used by the Registrant in connection with the sale of virtually all of the Registrant's food products worldwide, with the exception of Canada, Europe and the U.K. The terms of the trademark registrations are as prescribed by law and the registrations will be renewed for as long as the Registrant deems them to be useful.

        The Registrant has entered into a number of license agreements authorizing the use of its trademarks by affiliated and non-affiliated entities. In the aggregate, the loss of license agreements with non-affiliated entities would not have a material adverse effect on the Registrant's business. The term of the license agreements is generally 3 to 5 years or until such time as either party terminates the agreement. Those agreements with specific terms are renewable upon agreement of the parties.

        The Registrant owns various patents, but they are not viewed as material to the Registrant's business.

Seasonal Nature of Business

        Due to seasonal factors inherent in the business, the Registrant's sales and income are lower in the first two quarters of the fiscal year and increase in the third and fourth quarters. The seasonality reflects customer and consumer buying patterns, primarily in the consumer segment.

Working Capital

        In order to meet increased demand for its products during its fourth quarter, the Registrant usually builds its inventories during the third quarter. The Registrant generally finances working capital items (inventory and receivables) through short-term borrowings, which include the use of lines of credit and the issuance of commercial paper. For a description of the Registrant's liquidity and capital resources, see Note 6 "Financing Arrangements" of the Notes to Consolidated Financial Statements on page 37 of the Registrant's Annual Report to Stockholders for 2002, which page is incorporated by reference, and the "Financial Condition" section of "Management's Discussion and Analysis" on pages

3

22 and 23 of the Registrant's Annual Report to Stockholders for 2002, which pages are incorporated by reference.

Competition

        The Registrant is a global leader in the manufacture and sale of spices, herbs, extracts, seasonings and flavorings and competes in a geographic market that is international and highly competitive. For further discussion, see pages 5 through 10 in the Registrant's Annual Report to Stockholders for 2002, which pages are incorporated by reference.

Research and Quality Control

        The Registrant has emphasized quality and innovation in the development, production and packaging of its products. Many of the Registrant's products are prepared from confidential formulae developed by its research laboratories and product development departments. The long experience of the Registrant in its field contributes substantially to the quality of the products offered for sale. Quality specifications exist for the Registrant's products, and continuing quality control inspections and testing are performed. Total expenditures for these and other related activities during fiscal years 2002, 2001 and 2000 were approximately $59.9 million, $53.0 million and $48.4 million, respectively. Of these amounts, expenditures for research and development amounted to $31.4 million in 2002, $27.1 million in 2001 and $24.9 million in 2000. The amount spent on customer-sponsored research activities is not material.

Environmental Regulations

        Compliance with Federal, State and local provisions related to protection of the environment has had no material effect on the Registrant's business. There were no material capital expenditures for environmental control facilities in 2002 and there are no material expenditures planned for such purposes in 2003.

Employees

        The Registrant had approximately 9,000 employees worldwide as of December 31, 2002. The Registrant believes its relationship with employees to be very good. The Registrant has no collective bargaining contracts in the United States and nine such agreements affecting approximately 1,050 employees in its foreign subsidiaries.

Financial Information About Geographic Locations

        For information on the revenues and long-lived assets of the registrant, see "Geographic Areas" within Note 15 of the Notes to Consolidated Financial Statements on page 43 of the Registrant's Annual Report to Stockholders for 2002, which page is incorporated by reference, and the "Market Risk Sensitivity" section of "Management's Discussion and Analysis" on pages 24 and 25 of the Registrant's Annual Report to Stockholders for 2002, which pages are incorporated by reference.

Foreign Operations

        The Registrant is subject in varying degrees to certain risks typically associated with a global business, such as local economic and market conditions, exchange and price controls, restrictions on investments, royalties and dividends and exchange rate fluctuations. Approximately one-third of net sales in 2002 were from international operations.

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Forward-Looking Information

        For a discussion of forward-looking information, see the "Forward-Looking Information" section of "Management's Discussion and Analysis" on page 28 of the Registrant's Annual Report to Stockholders for 2002, which page is incorporated by reference.

Available Information

        The Registrant's Internet Address is: www.mccormick.com. The Registrant makes available free of charge through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such documents are electronically filed with the SEC. In addition, the Registrant's earnings conference calls and presentations to securities analysts are web cast live via the Registrant's website.

Item 2. Properties

        The Registrant's principal executive offices and main research facilities are owned and located in suburban Baltimore, Maryland.

        The following is a list of the Registrant's principal manufacturing properties, all of which are owned except for the facilities in Monroe Township, New Jersey, Sydney, Australia and one of the facilities in Melbourne, Australia:

United States

Hunt Valley, Maryland—consumer and industrial (4 principal plants)
Salinas, California—consumer and industrial
Commerce, California—consumer
Dallas, Texas—industrial
Atlanta, Georgia—industrial
South Bend, Indiana—industrial
Anaheim, California—packaging
Oxnard, California—packaging
Easthampton, Massachusetts—packaging
Monroe Township, New Jersey—packaging

Canada

London, Ontario—consumer and industrial
Mississauga, Ontario—industrial


Mexico

Cuautitlan de Romero Rubio, Mexico—industrial

United Kingdom

Haddenham, England—consumer and industrial
Paisley, Scotland—industrial

France

Carpentras—consumer and industrial
Monteux—consumer (2 principal plants)

Australia

Melbourne—consumer and industrial
Sydney—consumer and industrial

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China

Shanghai—consumer and industrial
Guangzhou—consumer and industrial

        In addition to distribution facilities and warehouse space available at its manufacturing facilities, the Registrant leases regional distribution facilities in Belcamp, Maryland and Salinas, California. The Registrant also owns or leases several other properties used for manufacturing consumer and industrial products and for sales, distribution and administrative functions.

        The Registrant's plants and principal properties are well maintained and adequate to support the current operations of the business and certain additional growth.

Item 3. Legal Proceedings

        None.

Item 4. Submission of Matters to a Vote of Security Holders

        No matter was submitted during the fourth quarter of Registrant's fiscal year 2002 to a vote of security holders.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

        The Registrant has disclosed in Note 17 "Selected Quarterly Data (Unaudited)" of the Notes to Consolidated Financial Statements on page 43 of the Registrant's Annual Report to Stockholders for 2002, which page is incorporated by reference, the information relating to the market price and dividends paid on the Registrant's common stocks.

        The Registrant's non-voting common stock and voting common stock are listed and traded on the New York Stock Exchange. The approximate number of holders of common stock of the Registrant based on record ownership as of December 31, 2002 was as follows:

        The Registrant is subject in varying degrees to certain risks typically associated with a global business, such as local economic and market conditions, exchange and price controls, restrictions on investments, royalties and dividends and exchange rate fluctuations. Approximately one-third of net sales in 2002 were from international operations.

Item 6. Selected Financial Data

        This information is set forth on the line items entitled "Net sales—under EITF 01-09," "Net sales previously reported," "Net income—continuing operations," "Earnings per share—assuming dilution—continuing operations," "Common dividends declared," "Long-term debt" and "Total assets" in the "Historical Financial Summary" on page 44 of the Registrant's Annual Report to Stockholders for 2002, which line items are incorporated by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

        This information is set forth in "Management's Discussion and Analysis" on pages 17 through 28 of the Registrant's Annual Report to Stockholders for 2002, which pages are incorporated by reference.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

        This information is set forth in the "Market Risk Sensitivity" section of "Management's Discussion and Analysis" on pages 24 through 26 of the Registrant's Annual Report to Stockholders for 2002, which pages are incorporated by reference, and in Note 7 "Financial Instruments" on pages 37 and 38 of the Registrant's Annual Report to Stockholders for 2002, which pages are incorporated by reference.

Item 8. Financial Statements and Supplementary Data

        The financial statements and supplementary data are included on pages 30 through 43 of the Registrant's Annual Report to Stockholders for 2002, which pages are incorporated by reference. The Report of Independent Auditors from Ernst & Young LLP on such financial statements is included on page 29 of the Registrant's Annual Report to Stockholders for 2002, which page is incorporated by reference. The supplemental schedule for 2000, 2001, and 2002 is included on page 15 of this Report on Form 10-K.

        The unaudited quarterly data is included in Note 17 "Selected Quarterly Data (Unaudited)" of the Notes to Consolidated Financial Statements on page 43 of the Registrant's Annual Report to Stockholders for 2002, which page is incorporated by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.

PART III

Item 10. Directors and Executive Officers of the Registrant

        Information responsive to this item is incorporated herein by reference to the section entitled "Election of Directors" in the Registrant's definitive proxy statement for 2003, to be filed within 120 days after the end of the Registrant's fiscal year. In addition to the executive officers and directors discussed in the proxy statement, Paul C. Beard, H. Grey Goode, Jr., Kenneth A. Kelly, Jr., Robert W. Skelton and Alan D. Wilson are also executive officers of the Registrant.

        Mr. Beard is 48 years old and has had the following work experience during the last five years: 3/1/02 to present—Vice President—Finance; 1/1/00 to 3/1/02—Vice President & General Manager—Global Restaurant Division; 12/1/98 to 1/1/00—Vice President & General Manager—McCormick Flavor Division; 6/1/97 to 12/1/98—President, McCormick Canada.

        Mr. Goode is 54 years old and has had the following work experience during the last five years: 1/01 to present—Vice President—Tax; 9/96 to 01/01—Director of Tax.

        Mr. Kelly is 48 years old and has had the following work experience during the last five years: 2/00 to present—Vice President and Controller; 7/97 to 2/00—Vice President of Finance and Administration/McCormick Schilling Division; 3/96 to 7/97—Director of Corporate Accounting.

        Mr. Skelton is 55 years old and has had the following work experience during the last five years: 11/02 to present—Senior Vice President, General Counsel & Secretary; 6/97 to 11/02—Vice President, General Counsel and Secretary.

        Mr. Wilson is 45 years old and has had the following work experience during the last five years: 1/03 to present—President, U.S. Consumer Products Division; 3/01 to 12/02—Vice President & General Manager, Sales & Marketing; 12/98 to 2/01—President, McCormick Canada; 4/96 - 12/98—President, Tubed Products, Inc.

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Item 11. Executive Compensation

        Information responsive to this item is incorporated herein by reference to the sections entitled "Report on Executive Compensation," "Summary Compensation Table," "Compensation of Directors," "Pension Plan Table," "Stock Options—Option Grants in Last Fiscal Year," "Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values" and "Mid-Term Incentive Plan" in the Registrant's definitive proxy statement for 2003, to be filed within 120 days after the end of the Registrant's fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Transactions

        Information responsive to this item is incorporated herein by reference to the sections entitled "Principal Stockholders," "Election of Directors" and "Equity Compensation Plan Information" in the Registrant's definitive proxy statement for 2003, to be filed within 120 days after the end of the Registrant's fiscal year.

Item 13. Certain Relationships and Related Transactions

        Robert W. Schroeder, an Executive Vice President of the Registrant and a member of its Board of Directors, announced his plans to retire from the Registrant as of January 1, 2004. Mr. Schroeder has agreed to continue to provide advisory and consulting services to the Registrant for an eighteen-month period following his retirement. During the consulting period, Mr. Schroeder will be paid a monthly consulting fee in the amount of $30,650.

PART IV

Item 14. Controls and Procedures.

        The Registrant maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Management has reviewed this system of disclosure controls and procedures, and believes that the system is operating effectively to ensure appropriate disclosure.

        In conjunction with the Beyond 2000 implementation in certain of our U.S. businesses in June 2002, changes were made to the Registrant's internal controls in order to adapt to the new systems environment. Management believes that the new controls are equally effective as those that were in place prior to the implementation.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)

The following documents are filed as a part of this Form:



1.

The consolidated financial statements for McCormick & Company, Incorporated and subsidiaries which are listed in the Table of Contents appearing on page 14 of this Report.



2.

The financial statement schedules required by Item 8 of this Form 10-K that are listed in the Table of Contents appearing on page 14 of this Report.



3.

The exhibits that are filed as a part of this Form 10-K and required by Item 601 of Regulation S-K are listed on the accompanying Exhibit Index at pages 16 through 18 of this Report.




(b)

None.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

McCORMICK & COMPANY, INCORPORATED

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

9

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, being a majority of the Board of Directors of McCormick & Company, Incorporated, on the date indicated:

10

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CERTIFICATIONS

        I, Robert J. Lawless, Chairman, President and Chief Executive Officer, certify that:

        1.    I have reviewed this annual report on Form 10-K of McCormick & Company, Inc.;

        2.    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

        3.    Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

        4.    The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

        5.    The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

        6.    The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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CERTIFICATIONS

        I, Francis A. Contino, Executive Vice President, Chief Financial Officer & Supply Chain, certify that:

        1.    I have reviewed this annual report on Form 10-K of McCormick & Company, Inc.;

        2.    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

        3.    Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

        4.    The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

        5.    The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

        6.    The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

13

McCORMICK & COMPANY, INCORPORATED

TABLE OF CONTENTS AND RELATED INFORMATION

        Included in the Registrant's 2002 Annual Report to Stockholders, the following consolidated financial statements are incorporated by reference in Item 8*:

Consolidated Statement of Income for the Years Ended November 30, 2002, 2001 & 2000
Consolidated Balance Sheet, November 30, 2002 & 2001
Consolidated Statement of Cash Flows for the Years Ended November 30, 2002, 2001 & 2000
Consolidated Statement of Shareholders' Equity for the Years Ended November 30, 2002, 2001 & 2000
Notes to Consolidated Financial Statements
Report of Independent Auditors

        Included in Part IV of this Annual Report:

Supplemental Financial Schedules:
II—Valuation and Qualifying Accounts

        Schedules other than those listed above are omitted because of the absence of the conditions under which they are required or because the information called for is included in the consolidated financial statements or notes thereto.

* Pursuant to Rule 12b-23 issued by the Commission under the Securities Exchange Act of 1934, as amended, a copy of the 2002 Annual Report to Stockholders of the Registrant for its fiscal year ended November 30, 2002 accompanies this Annual Report on Form 10-K.

14

Supplemental Financial Schedule II Consolidated

McCORMICK & COMPANY, INCORPORATED

VALUATION AND QUALIFYING ACCOUNTS
(IN MILLIONS)

Notes:

(1)

Accounts written off net of recoveries.

(2)

Additions include allowances acquired in the Ducros acquisition.

15

EXHIBIT INDEX

ITEM 601

16

17

18

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

        The following is a listing of Subsidiaries of the Registrant including the name under which they do business and their jurisdictions of incorporation. Certain subsidiaries are not listed since, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary as of December 31, 2002.

19

EXHIBIT 23

Consent of Independent Auditors

        We consent to the incorporation by reference in this Annual Report (Form 10-K) of McCormick & Company, Incorporated and subsidiaries of our report dated January 28, 2003 included in the 2002 Annual Report to Shareholders of McCormick & Company, Incorporated.

        Our audits also included the financial statement schedule of McCormick & Company, Incorporated and subsidiaries listed in Item 15(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        We also consent to the incorporation by reference in the following Registration Statements of McCormick & Company, Incorporated and subsidiaries and in the related Prospectuses (if applicable) of our report dated January 28, 2003, with respect to the consolidated financial statements of McCormick & Company, Incorporated and subsidiaries included in the 2002 Annual Report to Shareholders and incorporated by reference in this Annual Report (Form 10-K) for the year ended November 30, 2002, and our report included in the preceding paragraph with respect to the financial statement schedule included in this Annual Report (Form 10-K) of McCormick & Company, Incorporated.

/s/ Ernst & Young LLP

Baltimore, Maryland
February 4, 2003

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QuickLinks

Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Transactions
Item 13. Certain Relationships and Related Transactions

Item 14. Controls and Procedures.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Supplemental Financial Schedule II Consolidated

ITEM 601

EXHIBIT 21

EXHIBIT 23