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 September 30, 2003

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

For the transition period from            to           

For the Quarter Ended September 30, 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 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

183,671,467 shares of Common Stock and 41,085,459 shares of Class B Common Stock were
outstanding as of October 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 and Nine Months Ended September 30, 2003 and 2002

2

Consolidated Statement of Cash Flows (Condensed) for the Nine Months Ended September 30, 2003 and 2002

3

Consolidated Balance Sheet (Condensed) as of September 30, 2003 and December 31, 2002

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

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

11

Item 4 - Controls and Procedures

11

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

12

SIGNATURES

13

INDEX TO EXHIBITS

14

Rule 13a-14(a) or 15a-14(a) Certifications

15 - 16

Section 1350 Certifications

17 - 18

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

Three Months Ended
September 30,

Nine Months Ended
September 30,

2003

2002

2003

2002

Net Sales

$

782,877

699,511

2,247,884

2,007,004

Cost of Sales

336,613

296,993

931,472

835,538

Gross Profit

446,264

402,518

1,316,412

1,171,466

Selling, General and Administrative Expense

278,803

261,014

826,567

742,899

Operating Income

167,461

141,504

489,845

428,567

Investment Income

1,953

2,326

6,354

6,163

Other Expense

(3,138)

(876)

(2,057)

(6,668)

Earnings before Income Taxes

166,276

142,954

494,142

428,062

Income Taxes

53,208

44,490

158,125

134,299

Net Earnings

$

113,068

98,464

336,017

293,763

Net Earnings per average share

of Common Stock (basic and diluted)

$

0.50

0.44

1.49

1.30

Dividends declared per share

of Common Stock

$

0.22

0.205

0.66

0.615

Average number of shares

outstanding for the period

224,886

225,308

225,016

225,154

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

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

Nine Months Ended
September 30,

2003

2002

OPERATING ACTIVITIES

Net Earnings

$

336,017

293,763

Adjustments to reconcile net earnings to net

cash provided by operating activities:

Depreciation

80,394

63,506

Loss on retirements of property, plant,

and equipment

6,291

564

(Increase) decrease in:

Accounts receivable

(3,460)

(20,396)

Inventories

(33,652)

(80,697)

Other current assets

(6,270)

(3,692)

Other assets and deferred charges

4,970

(1,320)

Increase (decrease) in:

Accounts payable

32,629

(13,092)

Accrued expenses

5,341

54,795

Income and other taxes payable

142

10,880

Deferred taxes

4,806

(1,322)

Other noncurrent liabilities

7,551

7,189

Net cash provided by operating activities

$

434,759

310,178

INVESTING ACTIVITIES

Additions to property, plant, and equipment

$

(116,012)

(147,172)

Proceeds from retirements of property, plant and equipment

3,930

4,687

Purchases of short-term investments

(28,273)

(31,161)

Maturities of short-term investments

32,720

33,697

Net cash used in investing activities

(107,635)

(139,949)

FINANCING ACTIVITIES

Dividends paid

(145,186)

(135,064)

Net purchases of common stock

(28,126)

(5,649)

Net cash used in financing activities

(173,312)

(140,713)

Effect of exchange rate changes on cash and

cash equivalents

849

4,606

Net increase in cash and cash equivalents

154,661

34,122

Cash and cash equivalents at beginning of period

279,276

307,785

Cash and cash equivalents at end of period

$

433,937

341,907

SUPPLEMENTAL CASH FLOW INFORMATION

Income taxes paid

$

146,913

132,675

Interest paid

$

1,437

1,290

Interest and dividends received

$

6,347

6,011

All amounts in thousands.

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

3

FORM 10-Q
PART I - FINANCIAL INFORMATION - ITEM 1 (Cont'd)
WM. WRIGLEY JR. COMPANY
CONSOLIDATED BALANCE SHEET (CONDENSED)

(Unaudited)
September 30,
2003

December 31,
2002

Current assets:

Cash and cash equivalents

$

433,937

279,276

Short-term investments, at amortized cost

22,453

25,621

Accounts receivable

(less allowance for doubtful accounts;
9/30/03 - $7,866; 12/31/02 - $5,850)

330,149

312,919

Inventories -

Finished goods

117,863

88,583

Raw materials and supplies

246,908

232,613

364,771

321,196

Other current assets

55,816

47,720

Deferred incomes taxes - current

19,952

19,560

Total current assets

1,227,078

1,006,292

Marketable equity securities at fair value

14,731

19,411

Deferred charges and other assets

212,592

213,483

Deferred income taxes - noncurrent

34,717

33,000

Property, plant and equipment, at cost

1,622,103

1,491,749

Less accumulated depreciation

740,672

655,639

Net property, plant, and equipment

881,431

836,110

Total assets

$

2,370,549

2,108,296

Current liabilities:

Accounts payable

$

135,730

97,705

Accrued expenses

186,294

172,137

Dividends payable

49,450

46,137

Income and other taxes payable

65,392

66,893

Deferred income taxes - current

2,864

3,215

Total current liabilities

439,730

386,087

Deferred income taxes - noncurrent

77,373

70,589

Other noncurrent liabilities

140,493

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 -

191,341 shares at 9/30/03

190,898 shares at 12/31/02

12,748

12,719

Class B common stock (convertible)

Authorized - 80,000 shares

Issued and outstanding -

41,100 shares at 9/30/03

41,543 shares at 12/31/02

2,748

2,777

Additional paid-in capital

7,587

4,209

Retained earnings

2,091,750

1,902,990

Common stock in treasury, at cost -

(9/30/03 - 7,719 shares; 12/31/02 - 7,385 shares)

(325,920)

(297,156)

Accumulated other comprehensive income:

Foreign currency translation adjustment

(82,749)

(112,303)

Loss on derivative contracts

(1,494)

(853)

Unrealized holding gains on marketable

equity securities

8,283

10,193

Total accumulated other comprehensive income

(75,960)

(102,963)

Total stockholders' equity

1,712,953

1,522,576

Total liabilities & stockholders' equity

$

2,370,549

2,108,296

All amounts in thousands.

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

4

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 nine month periods ended September 30, 2003 and 2002, respectively, the Consolidated Statement of Cash Flows (Condensed) for the nine month periods ended September 30, 2003 and 2002, and the Consolidated Balance Sheet (Condensed) at September 30, 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.

In September 2003, the Company renewed its $100 million unsecured line of credit. There were no borrowings outstanding under the line of credit at September 30, 2003. The line of credit expires in September 2004.

4.

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 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 expense has been rec ognized 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.

Three Months Ended

Nine Months Ended

9/30/2003

9/30/2002

9/30/2003

9/30/2002

Net earnings as reported

$

113,068

98,464

336,017

293,763

Add:

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

1,928

1,812

6,117

4,524

Deduct:

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

(5,776)

(5,087)

(16,846)

(12,674)

Pro forma net earnings

$

109,220

95,189

325,288

285,613

Basic and diluted earnings per share

As reported

$

0.50

0.44

1.49

1.30

Pro forma

$

0.49

0.42

1.45

1.27

All amounts in thousands except per share values.

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

(Increase) Decrease to
Stockholders' Equity

Third Quarter

2003

2002

Balance at July 1

$

86,938

125,795

Translation adjustment for

the third quarter

(4,189)

9,395

Balance at September 30

$

82,749

135,190

Increase to
Stockholders' Equity

Nine Months

2003

2002

Balance at January 1

$

112,303

149,310

Translation adjustment for

the first nine months

(29,554)

(14,120)

Balance at September 30

$

82,749

135,190