WRIGLEY WM JR CO - 10-Q Quarterly Report

Back to GetFilings.com

Table_Of_Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934

For the quarterly period ended June 30, 2002

o Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the transition period to

For the Quarter Ended June 30, 2002 Commission file number 1-800

WM. WRIGLEY JR. COMPANY

(Exact name of registrant as specified in its charter)

Delaware		36-1988190
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

410 North Michigan Avenue Chicago, Illinois		60611
(Address of principal executive office)		(Zip Code)

(312) 644-2121 (Registrant's telephone number, including area code)

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 for such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO o
183,083,676 shares of Common Stock and 42,325,002 shares of Class B Common Stock were outstanding as of July 12, 2002.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL INFORMATION

CONSOLIDATED STATEMENT OF EARNINGS (CONDENSED) FOR THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

CONSOLIDATED STATEMENT OF CASH FLOWS (CONDENSED) FOR SIX MONTHS ENDED JUNE 30, 2002 AND 2001

CONSOLIDATED BALANCE SHEET (CONDENSED) AS OF JUNE 30, 2002 AND DECEMBER 31, 2001

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONDENSED)

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

INDEX TO EXHIBITS

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code - William Wrigley, Jr.

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code - Ronald V. Waters III

Table of Contents



WM. WRIGLEY JR. COMPANY INDEX TO FORM 10-Q

	Page

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Statement of Earnings (Condensed) for the Six and Three Months Ended June 30, 202 and 2001	2

Consolidated Statement of Cash Flows (Condensed) for the Six Months Ended June 30, 2002 and 2001	3

Consolidated Balance Sheet (Condensed) as of June 30, 2002 and December 31, 2001	4

Notes to Consolidated Financial Statements (Condensed)	5 - 7

Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition	8 - 10

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K	11

SIGNATURES	12

INDEX TO EXHIBITS	13

Table_Of_Contents

FORM 10-Q PART I - FINANCIAL INFORMATION - ITEM 1 WM. WRIGLEY JR. COMPANY CONSOLIDATED STATEMENT OF EARNINGS (CONDENSED) (Unaudited)

			Three Months Ended		Six Months Ended
			June 30,		June 30,

			2002	2001	2002	2001


Net sales		$	708,467	617,640	1,307,493	1,173,852

Cost of sales			286,854	251,096	536,253	479,491


Gross profit			421,613	366,544	771,240	694,361

Selling and general administrative			257,981	223,936	484,177	436,256


Operating income			163,632	142,608	287,063	258,105

Investment income			2,040	3,628	3,837	7,717

Other expense			(5,136)	(575)	(5,792)	(766)


Earnings before income taxes			160,536	145,661	285,108	265,056

Income taxes			50,569	45,628	89,809	83,493


Net earnings		$	109,967	100,033	195,299	181,563



Net earnings per average share
	of common stock(basic and diluted)	$	0.49	0.44	0.87	0.80



Dividends declared per share
	Of common stock	$	0.205	0.19	0.41	0.38



Average number of shares
	Outstanding for the period		225,180	225,605	225,075	225,577



All amounts in thousands except for per share values.

Notes to financial statements beginning on page 5 are an integral part of these statements.

2

Table_Of_Contents

FORM 10-Q PART I -- FINANCIAL INFORMATION -- ITEM 1 (Cont'd) WM. WRIGLEY JR. COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS (CONDENSED) (Unaudited)
													Six Months Ended June 30,

													2002		2001

OPERATING ACTIVITIES
			Net earnings									$	195,299		181,563
			Adjustments to reconcile net earnings to net
					cash provided by operating activities:
					Depreciation								41,120		31,054
					Gain /(loss) on sales of property, plant,
								and equipment					(201)		212
					(Increase) decrease in:
								Accounts receivable					(40,855)		(65,729)
								Inventories					(39,419)		(36,661)
								Other current assets					(5,761)		(11,705)
								Other assets and deferred charges					(11,642)		(3,917)
					Increase (decrease) in:
								Accounts payable					(7,165)		9,998
								Accrued expenses					36,690		52,663
								Income and other taxes payable					8,795		18,800
								Deferred taxes					(791)		(165)
								Other noncurrent liabilities					12,062		2,986


			Net cash provided by operating activities										188,132		179,099


INVESTING ACTIVITIES
			Additions to property, plant, and equipment										(90,315)		(57,649)
			Proceeds from property retirements										2,536		1,300
			Purchases of short-term investments										(24,518)		(14,482)
			Maturities of short-term investments										27,120		17,341


			Net cash used in investing activities										(85,177)		(53,490)


FINANCING ACTIVITIES
			Dividends paid										(88,875)		(82,336)
			Net purchases of common stock										(5,305)		(1,275)


			Net cash used in financing activities										(94,180)		(83,611)

Effect of exchange rate changes on cash and
	cash equivalents												9,884		(9,472)


Net increase in cash and cash equivalents													18,659		32,526
Cash and cash equivalents at beginning of period													307,785		300,599


Cash and cash equivalents at end of period												$	326,444		333,125



SUPPLEMENTAL CASH FLOW INFORMATION

Income taxes paid												$	84,666		68,637


Interest paid												$	818		373


Interest and dividends received												$	3,768		7,534


All amounts in thousands.

Notes to financial statements beginning on page 5 are an integral part of these statements.
3
Table_Of_Contents FORM 10-Q PART I -- FINANCIAL INFORMATION -- ITEM 1 (Cont'd) WM. WRIGLEY JR. COMPANY CONSOLIDATED BALANCE SHEET (CONDENSED) (Unaudited)
											June 30,			December 31,
											2002			2001

Current assets:
		Cash and cash equivalents								$	326,444			307,785
		Short-term investments, at amortized cost									26,639			25,450
		Accounts receivable
				(less allowance for doubtful accounts;
				6/30/02 - $8,104; 12/31/01 - $7,712)							292,518			239,885
		Inventories -
				Finished goods							91,039			75,693
				Raw materials and supplies							234,423			203,288

											325,462			278,981

		Other current assets									59,485			46,896
		Deferred income taxes - current									17,832			14,846

				Total current assets							1,048,380			913,843

Marketable equity securities at fair value											20,149			25,300
Deferred charges and other assets											134,991			115,745
Deferred income taxes - noncurrent											27,059			26,381

Property, plant, and equipment, at cost											1,363,638			1,256,096
Less accumulated depreciation											618,506			571,717

		Net property, plant, and equipment									745,132			684,379

						Total assets				$	1,975,711			1,765,648


Current liabilities:
		Accounts payable								$	88,368			91,225
		Accrued expenses									178,936			128,436
		Dividends payable									46,195			42,741
		Income and other taxes payable									79,419			68,467
		Deferred income taxes - current									1,672			1,455
				Total current liabilities							394,590			332,324

Deferred income taxes - noncurrent											41,950			43,206
Other noncurrent liabilities											128,993			113,921

Stockholders' equity:
		Preferred stock (no par value)
				Authorized - 20,000 shares
				Issued -- None
		Common stock (no par value)
				Authorized - 400,000 shares
				Issued -					190,100 shares at 6/30/02
									189,800 shares at 12/31/01		12,666			12,646
		Class B common stock (convertible)
				Authorized - 80,000 shares
				Issued and outstanding -
						42,341 shares at 6/30/02
						42,641 shares at 12/31/01					2,830			2,850
		Additional paid-in capital									2,717			1,153
		Retained earnings									1,788,182			1,684,337
		Common stock in treasury, at cost -
				(6/30/02; 7,099 shares; 12/31/01 -- 7,491 shares)							(280,716)			(289,799)
		Accumulated other comprehensive income:
				Foreign currency translation adjustment							(125,795)			(149,310)
				(Loss)/gain on derivative contracts							(631)			46
				Unrealized holding gains on marketable
						equity securities					10,925			14,274

				Total accumulated other comprehensive income							(115,501)			(134,990)

							Total stockholders' equity				1,410,178			1,276,197

							Total liabilities & stockholders' equity			$	1,975,711			1,765,648


All amounts in thousands.
Notes to financial statements beginning on page 5 are an integral part of these statements.

Table_Of_Contents

		FORM 10-Q PART I -- FINANCIAL INFORMATION -- ITEM 1 (Cont'd) WM. WRIGLEY JR. COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONDENSED) (Unaudited)

1.		The Consolidated Statement of Earnings (Condensed) for the three month and six month periods ended June 30, 2002 and 2001, respectively, the Consolidated Statement of Cash Flows (Condensed) for the six month periods ended June 30, 2002 and 2001, and the Consolidated Balance Sheet (Condensed) at June 30, 2002, are unaudited. In the Company's opinion, the accompanying financial statements reflect all adjustments necessary to present fairly the results for the periods and have been prepared on a basis consistent with the 2001 audited consolidated financial statements. These condensed financial statements should be read in conjunction with the 2001 consolidated financial statements and related notes which are an integral part thereof. Certain amounts recorded in 2001 have been reclassified to conform to the 2002 presentation.

2.	Conformity with generally accepted accounting principles requires management to make estimates and assumptions when preparing financial statements that affect assets, liabilities, revenues and expenses. Actual results may vary from those estimates.

3.	On January 1, 2002, the Company adopted the accounting rules for Emerging Issues Task Force Issues 00-14 and 00-25. In adopting these accounting rules, the Company began reporting certain consumer and trade sales promotion expenses such as coupon redemption costs, in-store display incentives, co-operative advertising and new product introduction fees, as deductions from sales rather than as selling and general administrative expense. The consumer and trade sales promotion expenses applicable to these Issues totaled $11,202 and $6,252 for the second quarter and $21,665 and $11,663 for the first six months of 2002 and 2001, respectively. The consumer and trade sales promotion expenses applicable to these Issues are reflected in net sales for all periods. Adoption of the accounting rules had no impact on the Company's financial position or net earnings.

Table_Of_Contents

FORM 10-Q PART I -- FINANCIAL INFORMATION -- ITEM 1 (Cont'd) WM. WRIGLEY JR. COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONDENSED) (Unaudited)

4. An analysis of the cumulative foreign currency translation adjustment follows (in thousands of dollars).

				Decrease to
				Stockholders' Equity

	Second Quarter			2002	2001


	Balance at April 1		$	157,280	155,168
	Translation adjustment for
		the second quarter		(31,485)	5,183


	Balance at June 30		$	125,795	160,351



				Decrease to
				Stockholders' Equity

	Six Months			2002	2001


	Balance at January 1		$	149,310	136,365
	Translation adjustment for
		the first six months		(23,515)	23,986


	Balance at June 30		$	125,795	160,351

5.	An analysis of comprehensive income is provided below (in thousands of dollars).

					Three Months Ended		Six Months Ended
					June 30,		June 30,

					2002	2001	2002	2001


	Net earnings			$	109,967	100,033	195,299	181,563

	Other comprehensive income,
		before tax:
		Foreign currency
			translation adjustments		28,324	(5,119)	20,355	(23,262)
		Unrealized holding losses
			on securities		(3,998)	(964)	(5,151)	(1,735)
		Gain (loss) on derivative contracts			1,692	(1,210)	(989)	(589)

	Other comprehensive income (loss),
		before tax			26,018	(7,293)	14,215	(25,586)
	Income tax benefit related to items
		of other comprehensive income			4,027	651	5,274	71

	Other comprehensive income (loss),
		net of tax			30,045	(6,642)	19,489	(25,515)


	Total comprehensive income			$	140,012	93,391	214,788	156,048

Table_Of_Contents

FORM 10-Q PART I - FINANCIAL INFORMATION - ITEM 1 (Cont'd) WM. WRIGLEY JR. COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONDENSED) (Unaudited)

6.	Segment Information

	Management organizes the Company's chewing-gum business based on geographic regions. Information by geographic region is as follows (in thousands of dollars):


	Net Sales		Three Months Ended		Six Months Ended
			June 30,		June 30,

			2002	2001	2002	2001


	Americas, principally U.S.	$	301,861	257,510	546,673	491,870
	EMEAI, principally Europe		295,885	259,454	536,451	476,367
	Asia		84,368	78,103	173,189	156,436
	Pacific		22,092	17,437	41,768	35,655
	All Other		4,261	5,136	9,412	13,524


	Net Sales	$	708,467	617,640	1,307,493	1,173,852


	"All Other" revenue consists primarily of sales of gum base to customers and sales for Wrigley Healthcare.


	Operating Income		Three Months Ended		Six Months Ended
			June 30,		June 30,

			2002	2001	2002	2001


	Americas, principally U.S.	$	82,680	74,442	137,983	128,559
	EMEAI, principally Europe		89,117	80,153	157,044	140,492
	Asia		22,135	21,075	47,680	45,135
	Pacific		3,893	4,837	9,574	10,867
	All Other		(34,193)	(37,899)	(65,218)	(66,948)


	Operating Income	$	163,632	142,608	287,063	258,105



	"All Other" operating income includes corporate expenses such as costs related to research and development, information systems, and certain administrative functions and operating losses for Wrigley Healthcare.

Table_Of_Contents

FORM 10-Q
PART I -- FINANCIAL INFORMATION -- ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

Net Sales
Net sales for the second quarter were $708.5 million, up $90.8 million or 15% versus the second quarter of 2001. Higher worldwide shipments increased sales revenue by 8%. Additionally, favorable mix in all regions increased sales by approximately 5%. Translation of foreign currencies to a weaker U.S. dollar, increased sales by approximately 2%.

Net sales for the first six months were $1,307.5 million, up $133.6 million or 11% versus the first six months of 2001. Higher worldwide shipments increased sales revenue by approximately 7%. In addition, favorable mix in all regions and selected selling price increases in the International region increased sales by approximately 4%. The impact of foreign currency translation was negligible to sales revenue for the first six months of 2002.

Costs of Sales and Gross Profit
Cost of sales for the second quarter was $286.9 million, up $35.8 million or 14% versus the second quarter of 2001. Higher shipments across all regions increased cost of sales by 8 %. Additionally, unfavorable product mix increased cost of sales by 5 %. Translation of foreign currencies to a weaker U.S. dollar, increased cost of sales by 1 %.

Gross profit was $421.6 million, up $55.1 million or 15% from the same period last year. The gross profit margin was 59.5%, up slightly from 59.3% in the second quarter of 2001.

Cost of sales for the first six months was $536.3 million, up $56.8 million or 12% versus the first six months of 2001. Higher shipments across all regions increased cost of sales by 7%. In addition, unfavorable product mix increased cost of sales by approximately 5%. The impact of foreign currency translation was negligible to cost of sales for the first six months of 2002.

Gross profit was $771.2 million, up $76.9 million or 11% from the same period last year. The gross profit margin was 59.0%, down slightly from 59.2% in the first six months of 2001.

Selling and General Administrative Expenses
Consolidated selling and general administrative expenses for the second quarter were $258.0 million, up $34.0 million or 15% from the same period last year. Excluding the impact of foreign currency translation, consolidated selling and general administrative expenses were up 14%. The increase was primarily due to higher worldwide advertising expense, including spending for new product launches, selling and other marketing spending in all regions to support growth in key markets, and higher general and administrative expenses including investment in information technology and new product development.

For the first six months of 2002, selling and general administrative expenses were $484.2 million, up $47.9 million or 11% from the same period last year. The increase was mainly due to higher worldwide selling and other marketing expenses to support growth in key markets, increased merchandising and promotion expenditures including spending for new product launches, and higher general and administrative expenses including investment in information technology and new product development.

As a percentage of consolidated net sales, the expenses were as follows:

	Three Months Ended		Six Months Ended
	June 30,		June 30,

	2002	2001	2002	2001


Advertising	13.7%	13.6%	13.8%	14.9%
Merchandising and Promotion	4.8%	5.2%	4.7%	4.4%

Total Brand Support	18.5%	18.8%	18.5%	19.3%
Selling and Other Marketing	9.8%	9.3%	10.1%	9.5%
General and Administrative	8.1%	8.2%	8.4%	8.4%

Total	36.4%	36.3%	37.0%	37.2%

Table_Of_Contents

FORM 10-Q
PART I -- FINANCIAL INFORMATION -- ITEM 2 (Cont'd)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Investment Income
Investment income for the second quarter was $2.0 million, down $1.6 million or 44% versus the second quarter of last year. Investment income for the first six months of 2002 was $3.8 million, down $3.9 million or 50% versus the first six months of last year. The decreases for both the second quarter and the first six months of 2002 reflect lower worldwide yields.

Other Expense
Other expense for the second quarter was $5.1 million, compared to $0.6 million for the second quarter last year. Other expense for the first six months of 2002 was $5.8 million, compared to $0.8 million for the first six months of last year. The increase in expense for both quarter and year to date was driven primarily by an increase in foreign currency transaction losses in Europe, mostly due to the weaker US dollar, and market driven portfolio losses associated with the cash surrender value of company-owned life insurance.

Income Taxes
Income taxes for the second quarter were $50.6 million, up $4.9 million or 11% from the second quarter of 2001. Pretax earnings were $160.5 million, an increase of $14.9 million or 10%. The consolidated effective tax rate was 31.5% compared to 31.3% for the same period last year.

Income taxes for the first six months were $89.8 million, up $6.3 million or 8% from the first six months 2001. Pretax earnings were $285.1 million, an increase of $20.1 million or 8%. The consolidated effective tax rate was 31.5%, comparable to the same period last year.

Net Earnings
Consolidated net earnings for the second quarter of 2002 totaled $110.0 million or $0.49 per share compared to last year's net earnings of $100.0 million or $0.44 per share for the same period.

Consolidated net earnings for the first six months of 2002 totaled $195.3 million or $0.87 per share compared to last year's net earnings of $181.6 million or $0.80 per share for the same period.

LIQUIDITY AND CAPITAL RESOURCES

Operating Cash Flow and Current Ratio
Net cash provided by operating activities for the first six months of 2002 was $188.1 million compared with $179.1 million for the same period in 2001. The Company had a current ratio (current assets divided by current liabilities) in excess of 2.7 to 1 at June 30, 2002 and December 31, 2001.

Additions to Property, Plant, and Equipment
Capital expenditures for the first six months of 2002 were $90.3 million compared to $57.6 million in 2001. The increase was due primarily to spending in order to increase worldwide manufacturing capacity for current and new products and investment in information technology. For the full year 2002, capital expenditures are expected to be about the same as 2001 and are expected to be funded from the Company's cash flow from operations.

Table_Of_Contents

FORM 10-Q
PART I -- FINANCIAL INFORMATION -- ITEM 2 (Cont'd)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

OTHER MATTERS

Market Risk
Inherent in the Company's operations are certain risks related to foreign currency, interest rates, and the equity markets. The Company identifies these risks and mitigates their financial impact through its corporate policies and hedging activities. The Company believes that movements in market values of financial instruments used to mitigate identified risks are not expected to have a material impact on future earnings, cash flows, or reported fair values.

Forward-Looking Statements
Statements contained in this report may be considered to be forward looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward looking statements. The Company wishes to ensure that such statements are accompanied by meaningful cautionary statements to comply with the safe harbor under the Act. The Company notes that a variety of factors could cause actual results to differ materially from the anticipated results or expectations expressed in these forward looking statements.

Important factors that may influence the operations, performance, development and results of the Company's business include global and local business and economic conditions; currency exchange and interest rates; ingredients, labor, and other operating costs; insufficient or under utilization of manufacturing capacity; destruction of all or part of manufacturing facilities; labor strikes or unrest; political or economic instability in local markets; competition and other industry trends; retention of preferred retail space; effectiveness of marketing campaigns or new product introductions; consumer preferences, spending patterns, and demographic trends; legislation and governmental regulation; and accounting policies and practices.

We caution the reader that the list of factors may not be exhaustive. The Company undertakes no obligation to update any forward looking statement, whether as a result of new information, future events, or otherwise.

Table_Of_Contents

FORM 10-Q
PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits reference is made to the Exhibit Index on page 13.
(b) The Company did not file a Form 8-K for the three month period ended June 30, 2002.

Table_Of_Contents

FORM 10-Q
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

		WM. WRIGLEY JR. COMPANY
		(Registrant)

		By	/s/ Reuben Gamoran
			Reuben Gamoran
			Vice President and Controller
			Authorized Signatory and Chief Accounting Officer




Date	8/9/02

Table_Of_Contents

WM. WRIGLEY JR. COMPANY AND WHOLLY OWNED ASSOCIATED COMPANIES INDEX TO EXHIBITS AND
Exhibit
Number	Description of Exhibit

3(i).	Certificate of Incorporation of the Registrant. The Registrant's Restated Certificate of Incorporation effective from March 5, 2002 is incorporated by reference from Exhibit 3(i) of the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2002.

3(ii).	By-laws of the Registrant. The Registrant's Amended and Restated By-laws effective March 5, 2002 is incorporated by reference from Exhibit 3(ii) of the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2002.

4.	Instruments defining the rights of security holders. The Registrant's Restated Certificate of Incorporation contains all definitions of the rights of the Registrant's Common and Class B Common stock, representing all of the Registrant's outstanding securities, and is incorporated by reference to Exhibit 3(i) above. Stockholder Rights Agreement. The Stockholder Rights Agreement is incorporated by reference from Exhibit 4.1 of the Company's report on Form 8-K filed June 5, 2001.
10.	Material Contracts

10(a).	Non-Employee Directors' Death Benefit Plan. Non-Employee Directors' Death Benefit Plan is incorporated by reference from Exhibit 10(a) of the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 1994.

10(b).	Senior Executive Insurance Plan. Senior Executive Insurance Plan is incorporated by reference from Exhibit 10(b) of the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 1995.

10(c).	Supplemental Retirement Plan. Supplemental Retirement Plan is incorporated by reference from Exhibit 10(c) of the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 1994.

10(d).	Deferred Compensation Plan for Non-Employee Directors. Deferred Compensation Plan for Non-Employee Directors is incorporated by reference from Exhibit 10(d) of the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 1995.

10(e).	Stock Deferral Plan for Non-Employee Directors. The Stock Deferral Plan for Non Employee Directors is incorporated by reference from Exhibit 10(e) of the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 1995.

10 (g).	Wm. Wrigley Jr. Company 1997 Management Incentive Plan. The Registrant's Amended Management Incentive Plan, effective from March 5, 202, is incorporated by reference from Exhibit 10(g) of the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2002.

10 (h).	Form of Severance Agreement for William Wrigley, Jr., President and Chief Executive Officer is incorporated by reference from Exhibit 10(h) of the Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2001.

10(i).	Form of Severance Agreement for Peter Hempstead, Senior Vice President-International; Gary McCullough, Senior Vice President-Americas; Darrell Splithoff, Senior Vice President-Supply Chain and Corporate Development; and Ronald V. Waters, Senior Vice President and Chief Financial Officer is incorporated by reference from Exhibit 10(i) of the Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2001.

99.	Certification of Mr. William Wrigley Jr., President and Chief Executive Officer; and Mr. Ronald V. Waters III, Senior Vice President, pursuant to Section 1350 of Chapter 63 of Title 8 of the United States Code, are attached hereto as Exhibit 99, which begins on page 14.

	For Copies of Exhibits not attached hereto, 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.

		Exhibit 99.

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code


I, William Wrigley, Jr., the Chief Executive Officer of Wm. Wrigley Jr. Company (the "Company"), certify that:

(i)	The Quarterly Report of the Company on the Form 10-Q, dated August 9, 2002, for the period ending June 30, 2002, fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(ii)	The information contained in the said Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.


			/s/ William Wrigley, Jr.
			William Wrigley, Jr.
			President and Chief Executive Officer

Dated the 9^th day of August, 2002


14

		Exhibit 99.

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code


I, Ronald V. Waters III, the Chief Financial Officer of Wm. Wrigley Jr. Company (the "Company"), certify that:

(i)	the Quarterly Report of the Company on the Form 10-Q, dated August 9, 2002, for the period ending June 30, 2002, fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(ii)	the information contained in the said Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.


			/s/ Ronald V. Waters
			Ronald V. Waters III
			Senior Vice President and Chief Financial Officer

Dated the 9^th day of August, 2002


15