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 March 31, 2003

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 March 31, 2003          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

Indicate by check mark whether the Registrant is an accelerated filer
(as defined under rule 12b-2 of the Securities and Exchange Act of 1934).

YES   x      NO   o

183,676,032 shares of Common Stock and 41,383,463 shares of Class B Common Stock were
outstanding as of April 15, 2003.

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 Three Months Ended March 31, 2003 and 2002

2

Consolidated Statement of Cash Flows (Condensed) for the Three Months Ended March 31, 2003 and 2002

3

Consolidated Balance Sheet (Condensed) as of March 31, 2003 and December 31, 2002

4

Notes to Consolidated Financial Statements (Condensed)

5 - 6

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

7 - 8

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

9

Item 4 - Controls and Procedures

9

PART II - OTHER INFORMATION

Item 4 - Submission of Matters to Vote of Security

10

Item 6 - Exhibits and Reports on Form 8-K

10

SIGNATURES

11

Certifications of Disclosure Pursuant to 17 C.F.R. 240.13a-14 or 15d-14

12 - 13

*

INDEX TO EXHIBITS

14

Exhibits 99(a) (i) and (ii)

15 - 16

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
March, 31

2003

2002

Net sales

$

672,393

599,026

Cost of sales

275,280

250,708

Gross profit

397,113

348,318

Selling, general and administrative expense

255,749

224,887

Operating income

141,364

123,431

Investment income

1,530

1,797

Other expense

(220)

(656)

Earnings before income taxes

142,674

124,572

Income taxes

45,655

39,240

Net earnings

$

97,019

85,332

Net earnings per average share

     of common stock(basic and diluted)

$

0.43

0.38

Dividends declared per share

     of common stock

$

0.220

0.205

Average number of shares

     outstanding for the period

225,054

224,969

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

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

Three Months Ended
March 31,

2003

2002

OPERATING ACTIVITIES

Net earnings

$

97,019

85,332

Adjustments to reconcile net earnings to net

cash provided by operating activities:

Depreciation

25,416

19,770

Gain /(loss) on sales of property, plant,

and equipment

33

60

(Increase) decrease in:

Accounts receivable

(4,738)

(36,290)

Inventories

(29,143)

(29,249)

Other current assets

(20,981)

(11,635)

Other assets and deferred charges

10,610

(4,814)

Increase (decrease) in:

Accounts payable

15,714

(2,351)

Accrued expenses

(11,576)

25,075

Income and other taxes payable

8,809

14,036

Deferred taxes

1,965

(497)

Other noncurrent liabilities

3,929

7,276

Net cash provided by operating activities

97,057

66,713

INVESTING ACTIVITIES

Additions to property, plant, and equipment

(29,402)

(47,711)

Proceeds from property retirements

586

1,590

Purchases of short-term investments

(6,495)

(15,597)

Maturities of short-term investments

9,449

19,364

Net cash used in investing activities

(25,862)

(42,354)

FINANCING ACTIVITIES

Dividends paid

(46,145)

(42,745)

Net purchases of common stock

(7,134)

(1,248)

Net cash used in financing activities

(53,279)

(43,993)

Effect of exchange rate changes on cash and

cash equivalents

(1,376)

(1,872)

Net increase in cash and cash equivalents

16,540

(21,506)

Cash and cash equivalents at beginning of period

279,276

307,785

Cash and cash equivalents at end of period

$

295,816

286,279

SUPPLEMENTAL CASH FLOW INFORMATION

Income taxes paid

$

31,971

27,197

Interest paid

$

553

390

Interest and dividends received

$

1,535

1,736

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)

March 31,

December 31,

2003

2002

Current assets:

Cash and cash equivalents

$

295,816

279,276

Short-term investments, at amortized cost

22,334

25,621

Accounts receivable

(less allowance for doubtful accounts;

3/31/03 - $5,569; 12/31/02 - $5,850)

319,611

312,919

Inventories -

Finished goods

120,726

88,583

Raw materials and supplies

231,380

232,613

352,106

321,196

Other current assets

69,353

47,720

Deferred income taxes - current

19,054

19,560

Total current assets

1,078,274

1,006,292

Marketable equity securities at fair value

16,275

19,411

Deferred charges and other assets

203,738

213,483

Deferred income taxes - noncurrent

33,735

33,000

Property, plant, and equipment, at cost

1,522,189

1,491,749

Less accumulated depreciation

681,981

655,639

Net property, plant, and equipment

840,208

836,110

Total assets

$

2,172,230

2,108,296

Current liabilities:

Accounts payable

$

114,442

97,705

Accrued expenses

160,797

172,137

Dividends payable

49,485

46,137

Income and other taxes payable

66,893

Deferred income taxes - current

3,041

3,215

Total current liabilities

402,225

386,087

Deferred income taxes - noncurrent

72,282

70,589

Other noncurrent liabilities

134,242

129,044

Stockholders' equity:

Preferred stock (no par value)

Authorized - 20,000 shares

Issued -- None

Common stock (no par value)

Authorized - 400,000 shares

Issued -

191,028 shares at 3/31/03

190,898 shares at 12/31/02

12,728

12,719

Class B common stock (convertible)

Authorized - 80,000 shares

Issued and outstanding -

41,413   shares at 3/31/03

41,543   shares at 12/31/02

2,768

2,777

Additional paid-in capital

6,377

4,209

Retained earnings

1,950,920

1,902,990

Common stock in treasury, at cost -

(3/31/03 - 7,408 shares; 12/31/02 -- 7,385 shares)

(304,956)

(297,156)

Accumulated other comprehensive income:

Foreign currency translation adjustment

(112,903)

(112,303)

Gain (loss) on derivative contracts

309

(853)

Unrealized holding gains on marketable

equity securities

8,238

10,193

Total accumulated other comprehensive income

(104,356)

(102,963)

Total stockholders' equity

1,563,481

1,522,576

Total liabilities & stockholders' equity

$

2,172,230

2,108,296

All amounts in thousands.

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

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 period ended March 31, 2003 and 2002, respectively, the Consolidated Statement of Cash Flows (Condensed) for the three-month period ended March 31, 2003 and 2002, and the Consolidated Balance Sheet (Condensed) at March 31, 2003, are unaudited. In the Company's opinion, the accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the results for the periods and have been prepared on a basis consistent with the 2002 audited consolidated financial statements. These condensed financial statements should be read in conjunction with the 2002 consolidated financial statements and related notes which are an integral part thereof. Certain amounts recorded in 2002 have been reclassified to conform to the 2003 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.

As of December 31, 2002, the Company adopted the disclosure requirements of Statement of Financial Accounting Standards (SFAS) No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amends SFAS No. 123, "Accounting for Stock-Based Compensation." Under SFAS No. 148, the Company is required to disclose in the interim financial statements the method of accounting for stock-based employee compensation and the effect of the method used on reported results. In the first quarter 2003, the Company continues to apply Accounting Principles Board Opinion (APB) No. 25 and related interpretations in accounting for stock-based compensation plans. APB No. 25 requires the use of the intrinsic value method, which measures compensation cost as the excess of the quoted market price of the stock at the date of grant over that amount an employee must pay to acquire the stock. As the exercise price equaled the fair market value on the date of grant, no compensation ex pense has been recognized for the Wrigley Stock Option program. The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock compensation plans.

First Quarter
Three Months Ended

3/31/2003

3/31/2002

Net earnings as reported

$

97,019

85,332

Add:

Stock-based compensation expense
included in net earnings, net of tax

$

2,272

1,135

Deduct:

Total stock-based compensation expense
determined under fair value method all awards, net of tax

$

(5,555)

(3,323)

Pro forma net earnings

$

93,736

83,144

Basic and diluted earnings per share
          As reported
          Pro forma

$
$

0.43
0.42

0.38
0.37

4.

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

Decrease to
Stockholders' Equity

First Quarter

2003

2002

Balance at January 1

$

112,303

149,310

Translation adjustment for the first quarter

600

9,052

Balance at March 31

$

112,903

158,362

5

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

5.

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

Three Months Ended
March 31,

2003

2002

Net earnings

$

97,019

85,332

Other comprehensive income (loss)

before tax:

Foreign currency

translation adjustments

(664)

(9,550)

Unrealized holding losses on securities

(3,007)

(1,153)

Gain (loss) on derivative contracts

1,785

(1,100)

Other comprehensive loss, before tax

(1,886)

(11,803)

Income tax benefit related to items of other

comprehensive income

488

1,247

Other comprehensive loss, next of tax

(1,398)

(10,556)

Total comprehensive income

$

95,621

74,776

6.

Segment Information

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

Net Sales

Three Months Ended
March 31,

2003

2002

Americas, principally U.S.

$

261,320

244,812

EMEAI, principally Europe

294,606

240,863

Asia

89,788

88,821

Pacific

22,592

19,379

All Other

4,087

5,151

Net Sales

$

672,393

599,026

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

Operating Income

Three Months Ended
March 31,

2003

2002

Americas, principally U.S.

$

62,443

55,303

EMEAI, principally Europe

72,837

68,004

Asia

30,613

25,545

Pacific

6,934

5,604

All Other

(31,463)

(31,025)

Net Sales

$

141,364

123,431

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

6

Three Months Ended
March 31,

2003

2002

Advertising

12.8%

13.8%

Merchandising and Promotion/Other

6.3%

4.9%

Total Brand Support

19.1%

18.7%

Selling and Other Marketing

10.4%

10.1%

General and Administrative

8.5%

8.7%

     Total

38.0%

37.5%

Nominee

For

Withheld

John F. Bard

527,910,787

1,952,516

Howard B. Bernick

523,676,821

6,186,482

Melinda R. Rich

523,639,631

6,223,672

For
519,674,181

Against
9,033,512

Abstain
1,155,610

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   May 15, 2003

FORM 10-Q

Certification of Disclosure Pursuant to 17 C.F.R. 240.13a-14 or 15d-14

I, William Wrigley, Jr., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of the Wm. Wrigley Jr. Company;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement 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 quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4.

The registrant's other certifying officer 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 we 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 quarterly 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 quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly 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 officer 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 function):

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)

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

6.

The registrant's other certifying officer and I have indicated in this quarterly report whether or not 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.

Date:  May 15, 2003

/s/  William Wrigley, Jr.                         

William Wrigley, Jr.
President and Chief Executive Officer

12

FORM 10-Q

Certification of Disclosure Pursuant to 17 C.F.R. 240.13a-14 or 15d-14

I, Ronald V. Waters, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of the Wm. Wrigley Jr. Company;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement 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 quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4.

The registrant's other certifying officer 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 we 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 quarterly 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 quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly 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 officer 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 function):

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)

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

6.

The registrant's other certifying officer and I have indicated in this quarterly report whether or not 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.

Date:  May 15, 2003

/s/  Ronald V. Waters                                

Ronald V. Waters
Senior Vice President and Chief Financial Officer

13

WM. WRIGLEY JR. COMPANY
AND WHOLLY OWNED ASSOCIATED COMPANIES
INDEX TO EXHIBITS

Exhibit
Number

Description of Exhibit

3.

Articles of Incorporation and By-laws.

(i).

(ii).

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

4.

Instruments defining the rights of security holders. The Stockholder Rights Plan is incorporated by reference to 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. Incorporated by reference to the Company's Annual Report on 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 Annual Report on Form 10-K filed for the fiscal year ended December 31, 1995.

10(c).

Supplemental Retirement Plan. Incorporated by reference to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 1995.

10(d).

Deferred Compensation Plan for Non-Employee Directors. Incorporated by reference to 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 (formerly Stock Retirement Plan For Non-Employee Directors) as amended, is incorporated by reference to Exhibit 10(e) of the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2002.

10 (f).

Wm. Wrigley Jr. Company 1997 Management Incentive Plan. The Registrant's Amended Management Incentive Plan, effective from March 5, 2002, is incorporated by reference to the Company's Quarterly Report on Form 10-Q filed for the fiscal quarter ended March 31, 2002.

10 (g).

Forms of Change-in-Control Severance Agreement. Incorporated by reference to Exhibits 10(h) and 10(i) to the Company's Quarterly Report on Form 10-Q filed for the fiscal quarter ended September 30, 2001.

99.

Additional Exhibits

99(a).

(i)

Certification of Mr. William Wrigley, Jr., President and Chief Executive Officer, pursuant to Section 1350 of Chapter 63 of Title 8 of the United States Code.

(ii)

Certification of Mr. Ronald V. Waters III, Senior Vice President and Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 8 of the United States Code.

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.

14

(99)  ADDITIONAL EXHIBITS

(99)(a)   (i)  Certification of Mr. William Wrigley, Jr., pursuant to Section 1350 of Chapter 63 of Title 8 of the United
                    States Code

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

(i)

the Quarterly Report of the Company on the Form 10-Q, dated May 15, 2003, for the period ended March 31, 2003, 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 15^th day of May, 2003

A signed original of this written statement required by Section 1350 of Chapter 63 of Title 8 of the United States Code has been provided to the company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

15

(99)  ADDITIONAL EXHIBITS

(99)(a)  (ii)   Certification of Mr. Ronald V. Waters, pursuant to Section 1350 of Chapter 63 of Title 8 of the United
                    States Code

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

(i)

the Quarterly Report of the Company on the Form 10-Q, dated May 15, 2003, for the period ended March 31, 2003, 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
Senior Vice President and Chief Financial Officer

Dated the 15^th day of May, 2003

A signed original of this written statement required by Section 1350 of Chapter 63 of Title 8 of the United States Code has been provided to the company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

16