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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000 Commission file
number 1-800
WM. WRIGLEY JR. COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 36-1988190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
410 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 644-
2121
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on
Title of each class which registered
COMMON STOCK, NO PAR VALUE NEW YORK STOCK EXCHANGE
CHICAGO STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class
CLASS B COMMON STOCK, NO PAR VALUE
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 X. No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) 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. [X]
As of January 12, 2001, there were outstanding 90,953,118
shares of Common Stock, no par value, and the aggregate market
value of the Common Stock (based upon the closing price of the
stock on the New York Stock Exchange on January 11, 2001) held by
non-affiliates was approximately $6,160,518,276. As of January
12, 2001, there were outstanding 21,943,247 shares of Class B
Common Stock, no par value. Class B Common Stock is not traded
on the exchanges, is restricted as to transfer or other
disposition, and is convertible into Common Stock on a share-for-
share basis. Upon such conversion, the resulting shares of
Common Stock are freely transferable and publicly traded.
Assuming all shares of outstanding Class B Common Stock were
converted into Common Stock, the aggregate market value of Common
Stock held by non-affiliates on January 12, 2001 (based upon the
closing price of the stock on the New York Stock Exchange on such
date) would have been approximately $6,756,277,964. Determination
of stock ownership by non-affiliates was made solely for the
purpose of this requirement, and the Registrant is not bound by
these determinations for any other purpose.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement,
dated February 6, 2001 for the March 8, 2001 Annual Meeting of
Stockholders, and of the 2000 Annual Report to Stockholders, are
incorporated by reference into portions of Parts I, II, III and
IV of this Report.
PART I
ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS.
(1) General information. From 1891 to 1903, the Company
was operated as a partnership until its incorporation in Illinois
as Wm. Wrigley, Jr. & Co. in December 1903. In November 1910,
the Company was reincorporated under West Virginia law as Wm.
Wrigley Jr. Company the ("Company"), and in October 1927, was
reincorporated under the same name under Delaware law.
Throughout its history, the Company has concentrated on one
principal line of business: manufacturing and marketing quality
chewing gum products.
(2) Not applicable.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
The Company's principal business of manufacturing and
selling chewing gum constitutes more than 90% of its consolidated
worldwide sales and revenues. All other businesses constitute
less than 10% of its consolidated revenues, operating profit and
identifiable assets. Financial information on segments, as
defined under generally accepted accounting principles, is set
forth on pages 31 and 32 of the Company's Annual Report to
Stockholder's for the fiscal year ended 2000, under the caption
"Segment Information" which information is incorporated herein by
reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS.
(1) Business conducted. The following is a description of
the business conducted and intended to be conducted by the
Company and its wholly-owned associated companies:
(i) Principal products, markets and methods of
distribution. The Company's principal business is
manufacturing and selling chewing gum, both in the United
States and abroad.
The Company's brands manufactured and available in the
United States are: WRIGLEY'S SPEARMINT, DOUBLEMINT, JUICY
FRUIT, BIG RED and WINTERFRESH; FREEDENT, a specially
formulated chewing gum which does not stick to most types of
dental work, available in three flavors; EXTRA sugarfree
chewing gum, available in five flavors and as bubble gum;
and ECLIPSE a sugarfree pellet gum, available in three
flavors.
Except for ECLIPSE, which is currently sold only in
Australia, and BIG RED, which is only available in Germany,
the above Wrigley brands are also commonly available in many
international markets. WRIGLEY'S SPEARMINT, DOUBLEMINT and
JUICY FRUIT are marketed as sugar and sugarfree chewing gum
in various forms. Additional brands manufactured and
marketed internationally are: ORBIT, FREEDENT, AIRWAVES,
ICEWHITE and EXCEL sugarfree chewing gums in pellet, tab and
stick forms in multiple flavors; ARROWMINT, COOL CRUNCH,
DULCE 16, P.K and COOL AIR chewing gums in sugar coated
pellet form. We also offer bubble gums, HUBBA BUBBA, BIG
BOY and BIG G in various flavors.
The Company's ten largest markets, by shipments,
outside of the United States in 2000 were, in alphabetical
order, Australia, Canada, China, France, Germany,
Philippines, Poland, Russia, Taiwan and the United Kingdom.
Chewing gum is manufactured in three factories in the United
States and eleven factories in other countries. Three domestic
wholly owned associated companies also manufacture products other
than chewing gum. Amurol Confections Company, in addition to
manufacturing and marketing children's bubble gum items including
BUBBLE TAPE, BIG LEAGUE CHEW and other uniquely packaged
confections, and adult chewing gum items like, EVEREST powerful
mint gum, also has various non-gum items, such as a line of
suckers, dextrose candy, liquid gel candy and hard roll candies
as an important part of its total business. Amurol is also
developing export markets, currently the largest being Canada,
Mexico and Japan. In addition, Amurol contract packs chewing gum
items for other companies. The principal business of the L.A.
Dreyfus Company is the production of chewing gum base, at one
domestic and one overseas factory, for the parent and wholly
owned associated companies, and for other manufacturers of
chewing gum and specialty gum products in the United States and
abroad. Northwestern Flavors, Inc. processes flavorings and
rectifies mint oil for the parent and associated companies.
In 1979, the Company organized its domestic converting
operations under the name of Wrico Packaging Division as a
separate operating unit of the Company. This division was
created to help further the Company's capability to produce
improved packaging materials. Currently, Wrico produces about
26% of the Company's domestic printed and other wrapping
supplies.
The Company markets chewing gum primarily through
distributors, wholesalers, corporate chains and cooperative
buying groups that distribute the product through retail outlets.
Additional direct customers are vending distributors,
concessionaires and other established customers purchasing in
wholesale quantities. Customer orders are usually received by
mail, electronically, telephone or telefax and are generally
shipped by truck from factory warehouses or leased warehousing
facilities. Consumer purchases at the retail level are generated
primarily through the Company's advertisements on television and
radio, and in newspapers and magazines.
(ii) New products. A third flavor of ECLIPSE and a fifth
flavor of EXTRA, POLAR ICE was introduced in the United States in
2000. A second flavor of AIRWAVES, Honey Lemon, was
simultaneously launched through Europe, and AIRWAVES was
introduced in Hong Kong, Taiwan, Australia and New Zealand.
Fruit flavored EXTRA/ORBIT for Kids was marketed in Germany and
Eastern Europe for the first time this past year, and EXTRA for
Kids was introduced in China. In Ireland, ACTIV 8, an energy
chewing gum, was introduced.
(iii) Sources and availability of raw materials. Raw
materials blended to make chewing gum base are available from
suppliers and in the open market.
Sugar, corn syrup, flavoring oils, polyols and aspartame are
obtained in the open market, or under contracts, from suppliers
in various countries. All other ingredients and necessary
packaging materials are also purchased and available on the open
market.
(iv) Patents and trademarks. The Company holds numerous
patents relating to packaging, manufacturing processes and
product formulas. Approximately fifty patents relating to
product formula and sweetener encapsulation, primarily for
sugarfree gum and continuous chewing gum manufacturing, are
deemed of material importance to the Company. Most of these
patents expire in the countries in which they are registered at
various times through the year 2018.
Trademarks are of material importance to the Company and are
registered and maintained for all brands of the Company's chewing
gum on a worldwide basis.
(v) Seasonality. On a consolidated basis, sales normally
are relatively consistent throughout the year.
(vi) Working capital items. Inventory requirements of the
Company are not materially affected by seasonal or other factors.
In general, the Company does not offer its customers extended
payment terms. The Company believes these conditions are not
materially different from those of its competitors.
(vii) Customers. The Company's products are distributed
through more than 3,000 customers throughout the United States
alone. No single domestic or foreign customer accounts for as
much as 10% of consolidated sales or revenues.
(viii) Orders. It is the general custom of the wholesale
trade to purchase chewing gum requirements at intervals of
approximately ten days to two weeks to assure fresh stocks and
good turnover. Therefore, an order backlog is of no significance
to the chewing gum business.
(ix) Government business. The Company has no material
portion of its business, which may be subject to renegotiation of
profits or termination of contracts at the election of the
Government.
(x) Competitive conditions. The chewing gum business is an
intensely competitive one in the United States and in most
international marketplaces. Though detailed figures are not
available, there are approximately 14 chewing gum manufacturers
in the United States. Outside sources estimate that Wrigley
brands account for approximately 50% of the total chewing gum
product unit sales in the United States. The Company's principal
competitors in the United States are Pfizer Corporation (recently
acquired Warner-Lambert Company) and Hershey, Inc. (recently
acquired the chewing gum business of RJR Nabisco Holdings
Corporation).
Wrigley brands are sold in over 140 countries and
territories, although in some cases these areas are relatively
small. In most international marketplaces, there are two or
three major competitors and generally a half dozen or more other
companies competing for a share of the chewing gum business in
each instance.
In all areas in which the Company distributes its products,
principal methods of competition are a combination of competitive
profit margins to the trade, superior quality, brand recognition,
product benefit and a fair consumer price.
(xi) Research and development. The Company has for many
years maintained an active in-house research and development
program, and has also contracted outside services for developing
and improving Wrigley products, machinery and operations. In
relation to the Company's consolidated assets, revenues and
aggregate operating expenses, amounts expended in these areas
during the last three fiscal years have not been material.
(xii) Compliance with environmental laws. Compliance with
federal, state and local laws regulating the discharge of
materials into the environment, or otherwise relating to the
protection of the environment, has no material effect on capital
expenditures, earnings or the competitive position of the
Company.
(xiii) Employees. As of December 31, 2000, the Company
employed approximately 9,800 persons worldwide.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
AND EXPORT SALES.
Information concerning the Company's operations in different
geographic areas for the years ended December 31, 2000, 1999 and
1998 is hereby incorporated by reference from the 2000 Annual
Report to Stockholders, on pages 31 and 32, under the caption
"Segment Information," and on pages 9 through 11 under the
caption "Results of Operations."
ITEM 2. PROPERTIES
The information below relates to the principal properties of
the Company which are primarily devoted to chewing gum production
or raw materials processing. The Company considers the
properties listed below to be in good condition, well maintained
and suitable to carry out the Company's business. All of the
chewing gum factories listed below operated at least one full
shift throughout the year, all but two operated a substantial
second shift and eight operated a third shift for much of the
year. All properties are owned by the Company unless otherwise
indicated. The figures given in the table are approximate.
FLOOR AREA
PROPERTY AND LOCATION (SQUARE FEET)
CHEWING GUM FACTORIES
Chicago, Illinois 1,279,000
Gainesville, Georgia 495,300
Yorkville, Illinois 225,000(a)
Asquith, N.S.W., Australia 116,700
Don Mills, Ont., Canada 135,200
Plymouth, England 282,000
Biesheim, France 417,100
Bangalore, India 40,100
Nairobi, Kenya 79,600
Guangzhou, China, P.R.C. 199,400(b)
Antipolo, Philippines 105,700
Poznan, Poland 215,600
Taipei, Taiwan, R.O.C. 70,500
St. Petersburg, Russia 111,000
RAW MATERIALS PROCESSING FACTORIES
West Chicago, Illinois 40,300
Edison, New Jersey 536,000
Biesheim, France 72,000
OFFICE BUILDING
Wrigley Building, Chicago, Illinois 453,400(c)
(a) Does not include a 161,000 square foot leased warehouse
facility located in Aurora, Illinois.
(b) In China, the Company has a 50 year lease with the
Guangzhou Economic Technological Development Zone for the land
upon which the factory is located.
(c) This building is the Company's principal non-
manufacturing property and houses the offices of the Company's
corporate headquarters. In 2000, the Company's offices occupied
approximately 159,000 of the 453,400 square feet of rentable
space in the building.
In the case of each factory listed above, the information
also includes some office and warehouse facilities. Also, the
Company maintains primarily leased branch sales offices and
warehouse facilities in the United States and abroad.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
All officers are elected for a term, which ordinarily expires on the date of the meeting of the Board of Directors following the
Annual Meeting of Stockholders. The positions and ages listed below are as of January 31, 2001. There were no arrangements or
understandings between any of the officers and any other person(s) pursuant to which such officers were elected.
EFFECTIVE
NAME AND AGE POSITION(S) WITH REGISTRANT DATE(S)
William Wrigley, Jr., 37 President and Chief Executive Officer since 1999
Vice President 1991-1999
Assistant to the President 1985-1992
Peter R. Hempstead, 48 (a) Senior Vice President-International since 1999
Gary E. McCullough, 42 (b) Senior Vice President-Americas since 2000
Ronald V. Waters, 48 (c) Senior Vice President and Chief
Financial Officer since 1999
Donald E. Balster, 56 Vice President-Worldwide Manufacturing since 2000
Vice President-Manufacturing 1999-2000
Vice President-Production 1994-1999
Senior Director-U.S. Production 1991-1994
Gary R. Bebee, 54 Vice President since 2000
Vice President-Customer Marketing 1993-2000
Assistant Vice President-Marketing 1989-1993
Vincent C. Bonica, 55 (d) Vice President-Organizational Development since 2000
President, L. A. Dreyfus Company 1991-2000
Various executive and management
Positions within the L. A. Dreyfus Company 1970-1991
Donagh Herlihy, 37 (e) Vice President-Chief Information Officer since 2000
Shaun Kim, 57 Vice President-Worldwide Engineering since 2000
Vice President-Engineering 1994-1999
Senior Director-Engineering 1988-1994
Jon Orving, 51 Vice President-International since 1993
Managing Director, Wrigley Scandinavia AB,
Sweden since 1983
Dushan Petrovich, 47 Vice President since 2000
Vice President-Organizational Development 1999-2000
Vice President-Controller 1996-1999
Vice President-Treasurer 1993-1995
Treasurer 1992
Stefan Pfander, 57 Managing Director-Europe since 1996
Vice President-International since 1992
Co-Managing Director of Wrigley GmbH,
Munich, Germany since 1981
Wm. M. Piet, 57 Vice President-Corporate Affairs since 1988
Assistant to the President 1995-2000
Corporate Secretary 1984-1998
Ralph P. Scozzafava, 42 (f) Vice President-U. S. Sales & Customer
Marketing since 2000
John A. Schafer, 59 Vice President-Purchasing since 1991
Philip G. Schnell, 56 Vice President-Research & Development since 1994
Senior Director-Research & Development 1988-1994
Darrell R. Splithoff, 51 (g) Vice President-Supply Chain & Corporate since 2000
Development
Christafor E. Sundstrom, 52 Vice President-Product & Technical
Development since 1999
Vice President-Corporate Development 1988-1999
Michael Wong, 47 (h) Vice President-International and Managing since 2000
Director - Asia
A. Rory Finlay, 39 (i) Senior Director-Consumer Marketing since 2000
Reuben Gamoran, 40 (j) Controller since 1999
Controller-International 1996-1999
Philip C. Johnson, 55 Senior Director, Benefits & Compensation since 1995
Assistant Vice President-Personnel 1991-1995
Howard Malovany, 50 (k) Secretary and General Counsel since 1998
Alan J. Schneider, 55 Treasurer since 1996
Daniela Zaluda, 50 (l) Senior Director-Product & Technical
Development since 2000
(a) Mr. Hempstead joined the Company in 1999 as Senior
Vice President-International assuming responsibility for the
Company's operations in Asia, Europe and the Pacific. Before
joining the Company, Mr. Hempstead had a 23 year tenure at
Procter & Gamble Company, most recently as Vice President of
their European pharmaceutical operations in the U.K., Ireland,
Holland, Italy and Spain.
(b) Mr. McCullough joined the Company in 2000 as Senior
Vice President - Americas with responsibility for the Company's
operations in North, Central and South America. Before joining
the Company, Mr. McCullough held various executive positions
during his nearly 13 year term with Procter & Gamble, most
recently as General Manager, Home Care Category, North America.
(c) Mr. Waters joined the Company in 1999 as Senior Vice
President and Chief Financial Officer and has responsibility for
the Company's accounting, treasury, tax, internal audit,
information systems, law and strategic planning functions.
Before joining the Company, Mr. Waters spent the previous seven
years with The Gillette Company, most recently as Corporate
Controller.
(d) Mr. Bonica was elected Vice President - Organizational
Development in 2000 with responsibility for the development of a
high performance, business focused and continuous improvement
organization. Prior to being elected Vice President, he held
various positions during his 30 years with the Company, most
recently as President - L. A. Dreyfus Company, the Company's gum
base manufacturer.
(e) Mr. Herlihy joined the Company in 2000 as Vice
President and Chief Information Officer with responsibility for
the Company's global information services. Before joining the
Company, Mr. Herlihy held various executive positions with the
Gillette Company for more than five years prior to joining the
Company.
(f) Mr. Scozzafava joined the Company in 2000 as Vice
President - U. S. Sales & Customer Marketing with responsibility
for the Company's U. S. sales and customer marketing activities.
Before joining the Company, Mr. Scozzafava held various
executive positions with Campbell Soup Company for the prior five
years, most recently as Vice President - Grocery Teams.
(g) Mr. Splithoff joined the Company in 2000 as Vice
President - Corporate Development and Supply Chain with
responsibility for the Company's worldwide supply chain, leading
the organization's e-Business strategy and identifying and
evaluating new business and market opportunities. Before joining
the Company, Mr. Splithoff was President and CEO of Edwards Fine
Foods for nearly two years and Senior Vice President at Keebler
Company for 10 years.
(h) Mr. Wong was elected Vice President-International in
2000 with responsibility for the Company's business in the Asia
region. Mr. Wong joined the Company in 1998 as Regional Managing
Director-North Asia. Before joining the Company, Mr. Wong held
various executive positions with the Campbell Soup Company, most
recently as Regional Managing Director-Asia.
(i) Mr. Finlay was elected Senior Director - Consumer
Marketing in 2000 with responsibility for the Company's consumer
marketing activities through the United States. Prior to being
elected, he held various positions during his 13 years with the
Company, most recently as Regional Marketing Director - Munich.
(j) Mr. Gamoran was elected Controller in 1999 with
responsibility for the Company's accounting functions. Prior to
being elected Controller, he held various positions during his 14
years with the Company, most recently as Controller -
International.
(k) Mr. Malovany joined the Company in 1996 assuming
responsibility for the corporate legal function. Before joining
the Company from 1993-1996, Mr. Malovany was Secretary and
General Counsel of Outboard Marine Corporation, a manufacturer
and distributor of recreational marine products.
(l) Ms. Daniela Zaluda was elected Senior Director -
Product and Technical Development in 2000 with responsibilities
for the Company's Graphics and Design Department, among others.
Prior to being elected Senior Director, she held various
positions during her 19 years with the Company.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK, DIVIDEND AND
STOCKHOLDER INFORMATION
At December 31, 2000, the Company had two classes of stock
outstanding: Common Stock, listed on both the New York and
Chicago Stock Exchanges, and Class B Common Stock, for which
there is no trading market. Shares of the Class B Common Stock
were issued by the Company on April 11, 1986 to stockholders of
record on April 4, 1986. Class B Common Stock is entitled to ten
votes per share, is subject to restrictions on transfer or other
disposition and is at all times convertible, on a share-for-share
basis, into shares of Common Stock.
As of December 31, 2000, there were 37,321 stockholders of
record holding Common Stock and 3,397 stockholders of record
holding Class B Common Stock. Regular quarterly dividends and
any extra cash dividends as may be deemed appropriate, which are
identical on both Common Stock and Class B Common Stock, are
declared at scheduled meetings of the Board of Directors and
announced immediately upon declaration. Information regarding
the high and low quarterly sales prices for the Common Stock on
the New York Stock Exchange, and dividends declared per share on
a quarterly basis for both classes of stock, for the two-year
period ended December 31, 2000, is set forth in the Company's
2000 Annual Report to Stockholders, on page 13, under the
captions "Market Prices" and "Dividends" and is incorporated
herein by reference.
On January 23, 2001, the Company declared a two-for-one
stock split on the Common and Class B Common Stock outstanding as
of February 6, 2001. Distribution of the split shares will occur
on February 28, 2001. The share numbers set forth in this report
do not reflect this stock dividend.
ITEM 6. SELECTED FINANCIAL DATA
An eleven-year summary of selected financial data for the
Company is set forth in the Company's 2000 Annual Report to
Stockholders under the following captions and page numbers:
"Operating Data" and "Other Financial Data", on pages 14 and 15,
and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of results of
operations and financial condition, including a discussion of
liquidity and capital resources, is set forth in the Company's
2000 Annual Report to Stockholders on pages 9 through 11 and is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Disclosure about market risk is set forth on page 11 of the
Company's 2000 Annual Report to Stockholders under the heading
"Market Risk" and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's audited consolidated financial statements,
accounting policies and notes to consolidated financial
statements, with the report of independent auditors, at December
31, 2000 and 1999 and for each of the three years in the period
ended December 31, 2000 are set forth in the Company's 2000
Annual Report to Stockholders on pages 16 through 32 and selected
unaudited quarterly data-consolidated results, for the years
ended December 31, 2000 and 1999 are set forth in the Company's
2000 Annual Report to Stockholders on page 13, and all such pages
are incorporated herein 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 regarding directors and nominees for
directorship is set forth in the Company's definitive Proxy
Statement, dated February 6, 2001, for the Annual Meeting of
Stockholders on March 8, 2001, on pages 2 and 3, under the
caption "Election of Directors" and is incorporated herein by
reference. For information concerning the Company's executive
officers, see "Executive Officers of the Registrant" set forth in
Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding the compensation of directors and
executive officers is set forth in the Company's definitive Proxy
Statement, dated February 6, 2001, for the Annual Meeting of
Stockholders on March 8, 2001, on pages 6 and 7, and 7 through 15
under the general captions "Compensation of Directors" and
"Executive Compensation", respectively, and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information regarding security ownership of certain
beneficial owners, of all directors and nominees, of the named
executive officers, and of directors and executive officers as a
group, is set forth in the Company's definitive Proxy Statement,
dated February 6, 2001, for the Annual Meeting of Stockholders on
March 8, 2001, on pages 4 through 6 under the captions "Security
Ownership of Directors and Executive Officers" and "Security
Ownership of Certain Beneficial Owners" and is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related
transactions is hereby incorporated by reference from the
Company's definitive Proxy Statement, dated February 6, 2001, for
the Annual Meeting of Stockholders on March 8, 2001 on pages 5
and 6 under the heading "Security Ownership of Certain Beneficial
Owners", regarding the Offield family, and on page 15 under the
heading "Certain Transactions" regarding Mr. Wrigley, Jr.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
FORM 8-K
(1) 1.2. Financial Statements and Financial Statement
Schedule
The data listed in the accompanying Index to Financial
Statements and Financial Statement Schedule, on page F-1 hereof,
is filed as part of this Report.
3. EXHIBITS
The exhibits listed in the accompanying Index to Exhibits,
on page F-3 hereof, are filed as part of this Report or are
incorporated by reference herein as indicated thereon.
(B) Not Applicable.
(C) Exhibits are attached hereto.
(D) See (a) 1, 2 above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this Form 10-K Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: February 5, 2001 WM. WRIGLEY JR. COMPANY
(Registrant)
By: /s/ RONALD V. WATERS
Ronald V. Waters
Senior Vice President
and Chief Financial
Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, this Report on Form 10-K has been signed
below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Signature Title
* President, Chief
William Wrigley, Jr. Executive Officer,
Director
/s/ RONALD V. WATERS Senior Vice President and
Ronald V. Waters Chief Financial Officer
/s/ REUBEN GAMORAN Controller
Reuben Gamoran (Principal Accounting Officer)
* Director
John F. Bard
* Director
Thomas A. Knowlton
* Director
Penny Pritzker
* Director
Melinda R. Rich
* Director *By /s/ HOWARD MALOVANY
Steven B. Sample Howard Malovany
Attorney-in-Fact
* Director
Alex Shumate Date: February 5,
2001
* Director
Richard K. Smucker
EXHIBIT 23.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual
Report on Form 10-K of Wm. Wrigley Jr. Company of our report
dated January 23, 2001, included in the 2000 Annual Report to
Stockholders of Wm. Wrigley Jr. Company.
Our audits also included the financial statement schedule of
Wm. Wrigley Jr. Company listed in Item 14(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
Registration Statements pertaining to the Special Investment and
Savings Plan for Wrigley Employees (33-15061 (1987) and 33-43738
(1991)), the Wm. Wrigley Jr. Company Management Incentive Plan
(33-22788 (1988)) and the 1997 Management Incentive Plan (333-
48715 (1998)), respectively, of our report dated January 23,
2001, with respect to the consolidated financial statements and
consolidated financial statement schedule of Wm. Wrigley Jr.
Company included or incorporated by reference in this Annual
Report on Form 10-K for the year ended December 31, 2000.
/s/ERNST & YOUNG LLP
Ernst & Young LLP
Chicago, Illinois
February 2, 2001
WM. WRIGLEY JR. COMPANY
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(ITEM 14 (a))
Reference
Form Annual Report
10-K to
Report Stockholders
Data incorporated by reference from the 2000 Annual Report
to Stockholders of Wm. Wrigley Jr. Company:
Consolidated balance sheet at December 31, 2000 and 1999 20-21
For the years ended December 31, 2000, 1999 and 1998:
Consolidated statement of earnings 19
Consolidated statement of cash flows 22
Consolidated statement of stockholders' equity
including comprehensive income 23
Accounting policies and notes to consolidated financial
statements 25-32
Consolidated financial statement schedule for the years ended
December 31, 2000, 1999 and 1998
Valuation and qualifying accounts F-2
All other schedules are omitted since the required information is
not present or is not present in amounts sufficient to require
submission of the schedule or because the information required is
included in the consolidated financial statements or accounting
policies notes thereto.
With the exception of the pages listed in the above index and the
Items referred to in Items 1, 5, 6, 7 and 8 of this Form 10-K
Report, 2000 Annual Report to Stockholders is not to be deemed
filed as part of this Form 10-K Report.
WM. WRIGLEY JR. COMPANY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
(IN THOUSANDS)
Column A Column B Column C Column D Column E
Additions
Balance at Charged to
Beginning Costs and Charged to Balance at
Description of Period Expenses Other Accounts Deductions (A) End of Period
2000:
Allowance for
doubtful accounts. $9,194 $2,447 -- $3,455 $8,186
1999:
Allowance for
doubtful accounts. $7,564 4,685 -- 3,055 9,194
1998:
Allowance for
doubtful accounts. $7,524 1,456 -- 1,416 7,564
(A) Uncollectable accounts written-off, net of recoveries.
WM. WRIGLEY JR. COMPANY AND WHOLLY OWNED ASSOCIATED COMPANIES
INDEX TO EXHIBITS
(ITEM 14(A))
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
Proxy Statement of the Registrant, dated February 6,
2001, for the March 8, 2001 Annual Meeting of
Stockholders, is hereby incorporated by reference.
3. Articles of Incorporation and By-laws.
(a). Restated Certificate of Incorporation of the
Registrant. Incorporated by reference to Exhibit 3(a)
of the Company's Annual Report and Form 10-K filed for
the fiscal year ended December 31, 1992.
(b). By-laws of the Registrant. Incorporated by reference
to Exhibit 3(a) of the Company's Form 10-K filed for
the fiscal year ended December 31, 1992.
10. Material Contracts
10(a). Non-Employee Directors' Death Benefit Plan.
Incorporated by reference to the Company's Form 10-K
filed for the fiscal year ended December 31, 1994.
10(b). Senior Executive Insurance Plan. Incorporated by
reference to the Company's Form 10-K filed for the
fiscal year ended December 31, 1995.
10(c). Supplemental Retirement Plan. Incorporated by
reference to the Company's Form 10-K filed for the
fiscal year ended December 31, 1994.
10(d). Deferred Compensation Plan for Non-Employee Directors.
Incorporated by reference to the Company's Form 10-K
filed for the fiscal year ended December 31, 1995.
10(e). Non-Employee Directors' Stock Retirement Plan.
Incorporated by reference to the Company's Form 10-K
filed for the fiscal year ended December 31, 1995.
10(f). Wm. Wrigley Jr. Company 1997 Management Incentive Plan.
Incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
September 30, 1997.
13. 2000 Annual Report to Stockholders of the Registrant.
21. Subsidiaries of the Registrant.
23. Consent of Independent Auditors. (See page 12)
24. Power of Attorney.
99. Forward-Looking Statements.
Copies of Exhibits are not attached hereto, but the Registrant
will furnish them upon request and upon payment to the Registrant
of a fee in the amount of $20.00 representing reproduction and
handling costs.