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, 2004

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 June 30, 2004          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

191,132,715 shares of Common Stock and 33,622,699 shares of Class B Common Stock were
outstanding as of July 30, 2004.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL INFORMATION

CONSOLIDATED STATEMENT OF EARNINGS (CONDENSED) FOR THREE MONTHS ENDED JUNE 30, 2004 AND 2004 AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003

CONSOLIDATED STATEMENT OF CASH FLOWS (CONDENSED) FOR SIX MONTHS ENDED JUNE 30, 2004 AND 2003

CONSOLIDATED BALANCE SHEET (CONDENSED) AS OF JUNE 30, 2004 AND DECEMBER 31, 2003

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONDENSED)

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

ITEM 2e - REPURCHASES OF EQUITY SECURITIES

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4 - CONTROLS AND PROCEDURES

PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

INDEX TO EXHIBITS

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 Three Months Ended June 30, 2004 and 2003 and Six Months Ended June 30, 2004 and 2003

2

Consolidated Statement of Cash Flows (Condensed) for the Six Months Ended June 30, 2004 and 2003

3

Consolidated Balance Sheet (Condensed) as of June 30, 2004 and
December 31, 2003

4

Notes to Consolidated Financial Statements (Condensed)

5 - 10

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

11 - 13

Item 2e - Repurchases of Equity Securities

14

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

15

Item 4 - Controls and Procedures

15

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

16

SIGNATURES

17

INDEX TO EXHIBITS

18

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
June 30

Six Months Ended
June 30

2004

2003

2004

2003

Net sales

$

957,906

792,614

1,770,057

1,465,007

Cost of sales

417,886

328,616

771,652

610,590

Gross profit

540,020

463,998

998,405

854,417

Selling, general and administrative expense

335,850

282,978

632,566

532,033

Operating income

204,170

181,020

365,839

322,384

Investment income

2,265

2,871

4,760

4,401

Other income (expense)

(1,721)

1,301

(2,675)

1,081

Earnings before income taxes

204,714

185,192

367,924

327,866

Income taxes

65,509

59,262

117,736

104, 917

Net earnings

$

139,205

125,930

250,188

222,949

Net earnings per average share

of common stock (basic and diluted)

$

0.62

0.56

1.11

0.99

Dividends declared per share

of common stock

$

0.235

0.220

0.470

0.440

Average number of shares

outstanding for the period

224,690

225,111

224,742

225,082

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,

2004

2003

OPERATING ACTIVITIES

Net earnings

$

250,188

222,949

Adjustments to reconcile net earnings to net

cash provided by operating activities:

Depreciation

67,729

50,271

Loss on retirements of property, plant, and equipment

7,790

108

(Increase) decrease in:

Accounts receivable

(3,907)

7,940

Inventories

4,146

(26,840)

Other current assets

(15,003)

(14,617)

Other assets and deferred charges

(5,449)

4,129

Increase (decrease) in:

Accounts payable

13,213

20,176

Accrued expenses

19,474

(4,730)

Income and other taxes payable

180

(9,896)

Deferred taxes

4,200

2,267

Other noncurrent liabilities

12,728

4,432

Net cash provided by operating activities

355,289

256,189

INVESTING ACTIVITIES

Additions to property, plant, and equipment

(80,666)

(66,670)

Proceeds from disposal of property, plant, and equipment

1,249

1,464

Acquisition, net of cash acquired

(260,758)

--

Purchases of short-term investments

(16,048)

(17,756)

Maturities of short-term investments

16,119

21,545

Net cash used in investing activities

(340,104)

(61,417)

FINANCING ACTIVITIES

Dividends paid

(102,252)

(95,683)

Net purchases of common stock

(24,726)

(2,639)

Borrowings under the line of credit

130,000

--

Net cash from (used in) financing activities

3,022

(98,322)

Effect of exchange rate changes on cash and

cash equivalents

(16)

1,982

Net increase in cash and cash equivalents

18,191

98,432

Cash and cash equivalents at beginning of period

505,217

279,276

Cash and cash equivalents at end of period

$

523,408

377,708

SUPPLEMENTAL CASH FLOW INFORMATION

Income taxes paid

$

122,317

107,692

Interest paid

$

1,626

1,032

Interest and dividends received

$

4,760

4,408

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,
2004

December 31,
2003

Current assets:

Cash and cash equivalents

$

523,408

505,217

Short-term investments, at amortized cost

22,617

22,509

Accounts receivable

(less allowance for doubtful accounts;

6/30/04 - $9,118; 12/31/03 - $9,232)

365,087

328,862

Inventories -

Finished goods

143,792

127,839

Raw materials and supplies

232,057

222,129

375,849

349,968

Other current assets

79,958

60,209

Deferred income taxes - current

23,677

23,826

Total current assets

1,390,596

1,290,591

Marketable equity securities at fair value

15,416

16,239

Deferred charges and other assets

245,442

197,522

Goodwill

153,639

26,730

Deferred income taxes - noncurrent

33,318

33,148

Property, plant, and equipment, at cost

1,870,964

1,745,193

Less accumulated depreciation

843,242

789,013

Net property, plant, and equipment

1,027,722

956,180

Total assets

$

2,866,133

2,520,410

Current liabilities:

Line of credit

$

130,000

---

Accounts payable

176,443

134,888

Accrued expenses

234,438

Dividends payable

52,809

49,469

Income and other taxes payable

68,650

Deferred income taxes - current

5,237

5,427

Total current liabilities

673,708

464,794

Deferred income taxes - noncurrent

85,344

82,919

Other noncurrent liabilities

166,344

151,876

Stockholders' equity:

Preferred stock (no par value)

Authorized - 20,000 shares

Issued - None

Common stock (no par value)

Authorized - 400,000 shares

Issued -

197,651 shares at 6/30/04

191,964 shares at 12/31/03

13,120

12,790

Class B common stock (convertible)

Authorized - 80,000 shares

Issued and outstanding -

34,790 shares at 6/30/04

40,477 shares at 12/31/03

2,376

2,706

Additional paid-in capital

12,841

8,342

Retained earnings

2,297,916

2,152,566

Common stock in treasury, at cost -

(6/30/04 - 7,727 shares; 12/31/03 - 7,581 shares)

(340,988)

(320,450)

Accumulated other comprehensive income (loss):

Foreign currency translation adjustment

(52,077)

(42,692)

Loss on derivative contracts

(1,377)

(1,902)

Unrealized holding gains on marketable equity securities

8,926

9,461

Total accumulated other comprehensive income (loss)

(44,528)

(35,133)

Total stockholders' equity

1,940,737

1,820,821

Total liabilities & stockholders' equity

$

2,866,133

2,520,410

All amounts in thousands.

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

4

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.