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