<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file number 1-800
WM. WRIGLEY JR. COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-1988190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
410 North Michigan Avenue
Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(312) 644-2121
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, no par value New York Stock Exchange
Midwest Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Class B Common Stock, no par value
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 .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulations S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
As of February 18, 1994, there were outstanding 90,639,703
shares of Common Stock, no par value, and the aggregate market
value of the Common Stock (based upon the closing price of the
stock on the New York Stock Exchange on such date) held by
non-affiliates was approximately $2,663,970,454. As of February
18, 1994, there were outstanding 25,760,786 shares of Class B
Common Stock, no par value. Class B Common Stock is not traded
on the exchanges, is restricted as to transfer or other
disposition, and is convertible into Common Stock on a
share-for-share basis. Upon such conversion, the resulting
shares of Common Stock are freely transferable and publicly
traded. Assuming all shares of outstanding Class B Common Stock
were converted into Common Stock, the aggregate market value of
Common Stock held by non-affiliates on February 18, 1994 (based
upon the closing price of the stock on the New York Stock
Exchange on such date) would have been approximately
$3,073,163,867. Determination of stock ownership by
non-affiliates was made solely for the purpose of this
requirement, and the Registrant is not bound by these
determinations for any other purpose.
Certain sections of the Registrant's definitive Proxy
Statement, dated February 8, 1994, for the March 8, 1994 Annual
Meeting of Stockholders and of the 1993 Annual Report to
Stockholders are incorporated by reference into portions of Parts
I, II, III and IV of this Report.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) 1,2. Financial Statements and Financial Statement
Schedules
The data listed in the Index to Financial Statements and
Financial Statement Schedules, on page F-1 hereof, is filed as
part of this Report.
3. Exhibits
The Exhibits 10(b), 10(d), 13, 21 and 24 listed in the
accompanying Index to Exhibits, on page F-8 hereof, are being
filed in electronic rather than paper format as the amendment
hereto. All other exhibits listed on page F-8 hereof are
incorporated by reference herein as indicated thereon.
(b) Not Applicable.
(c) See (a) 3 above.
(d) See (a) 1, 2 above.
Page 2 of 4
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this amendment to Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: October 12, 1994 WM. WRIGLEY JR. COMPANY
(Registrant)
By: /s/
John F. Bard
Senior Vice President
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, this amendment to Form 10-K has been signed
below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Signature Title
President, Chief
William Wrigley Executive Officer,
Director
Senior Vice President
John F. Bard (Principal Financial Officer)
Corporate Controller
Dennis J. Yarbrough (Principal Accounting Officer)
Director
Charles F. Allison III
Director
Lee Phillip Bell
Director
Robert P. Billingsley
Director By /s/
R. Darrell Ewers Wm. M. Piet
Attorney-in-Fact
Director
Gary E. Gardner
Date: October 12, 1994
Director
Penny Sue Pritzker
Director
Richard K. Smucker
Director
William Wrigley, Jr.
Page 3 of 4
<PAGE>
WM. WRIGLEY JR. COMPANY AND WHOLLY OWNED ASSOCIATED COMPANIES
INDEX TO EXHIBITS
(Item 14(a))
Exhibit
Number Description of Exhibit
Proxy Statement of the Registrant, dated February 8,
1994, for the March 8, 1994 Annual Meeting of
Stockholders, is hereby incorporated
by reference.
3(a). Restated Certificate of Incorporation of the Registrant,
as amended. (Incorporated by reference to the Company's
Form 10-K filed for the fiscal year ended December 31,
1992.)
3(b). By-laws of the Registrant, as amended. (Incorporated by
reference to the Company's Form 10-K filed for the fiscal
year ended December 31, 1992.)
10(a). Senior Executive Insurance Plan. (Incorporated by
reference to the Company's Form 10-K filed for the
fiscal year ended December 31, 1991.)
10(b). Deferred Compensation Plan for Non-Employee Directors,
as amended.
10(c). Non-Employee Directors' Death Benefit Plan.
(Incorporated by reference to the Company's Form 10-K
filed for the fiscal year ended December 31, 1989.)
10(d). 1993 Executive Incentive Compensation Plan.
10(e). Supplemental Retirement Plan. (Incorporated by
reference to the Company's Form 10-K filed for fiscal
year ended December 31, 1990.)
10(f). Management Incentive Plan. (Incorporated by
reference to the Company's Form 10-K filed for fiscal
year ended December 31, 1990.)
10(g). Stock Retirement Plan for Non-Employee Directors.
(Incorporated by reference to the Company's Form 10-K
filed for fiscal year ended December 31, 1990.)
13. 1993 Annual Report to Stockholders of the Registrant.
21. Subsidiaries of the Registrant.
23. Consent of Independent Auditors. (See page 11.)
24. Power of Attorney
Copies of Exhibits are not attached hereto, but the Registrant
will furnish them upon request and upon payment to the Registrant
of a fee in the amount of $15.00 representing reproduction and
handling costs.
F-8
Page 4 of 4
<PAGE>
WM. WRIGLEY JR. COMPANY
Deferred Compensation Plan for Non-Employee Directors
Effective as of January 27, 1983
Amended and Restated Effective as of January 1, 1994
The Wm. Wrigley Jr. Company Deferred Compensation Plan for
Non-Employee Directors ("Plan") was made effective on January 27,
1983. The Plan is hereby amended and restated, effective as of
December 16, 1992, as set forth herein.
1. Non-Employee Directors ("Director(s)") shall earn such
compensation as is determined from time to time by resolution of
the full Board of Directors of the Wm. Wrigley Jr. Company
("Company"). Director compensation may consist of (i) fees for
each meeting of the Board of Directors which a Director attends,
(ii) fees for any meeting of any committee of the Board of which
a Director is a member and attends, and (iii) retainers for
service as a director or Committee Chairman. Deferred
compensation shall not be payable to Directors in the year it is
earned, but shall, instead, be payable as deferred compensation
as provided in paragraph 3 below.
Directors who wish to participate in the Plan and who have
not executed a prior Deferral Election shall execute a written
Deferral Election before the beginning of the year for which they
wish to defer compensation or upon their election to the Board of
Directors. Directors may elect to defer for more than one year
at a time and deferrals shall be in 25% increments to a maximum
of 100% of all compensation payable to the Directors in the year
they wish to defer.
Directors may elect in writing to revoke any prior deferral
election, provided (i) written notice of such election to revoke
shall be received by the Secretary of the Company not less than
five (5) business days prior to the year or years for which the
revocation applies, and (ii) such revocation shall be applicable
only to compensation payable for the year or years that the
deferred election has been revoked.
Directors who have previously revoked a deferral election
may again elect to defer by filing a new deferral election with
the Secretary of the Company not less than five (5) business days
prior to the year or years in which the deferral election
applies.
The total maximum amount that may be deferred from a
director's compensation is $300,000 for all years of service.
2.(a) Quarterly, the Company shall credit to a book reserve
("Deferred Compensation Account") established for this purpose
the amounts deferred by a Director under paragraph 1 hereinabove.
<PAGE>
(b) Deferred compensation shall bear interest,
compounded annually on December 31st, during each year at the
average annual rate paid on investments in The Putnam Stable
Value Fund, or such other fund as the Committee shall determine
from time to time on a prospective basis. Interest on such
amounts shall be computed from the date such deposits are
credited to the Deferred Compensation Account through the date of
distribution to a Director, his/her designated beneficiary, or
his/her estate in accordance with paragraph 3 hereinbelow.
(c) Title to, and beneficial ownership of, any assets,
whether in cash or otherwise, which the Company may designate to
pay the deferred compensation hereunder shall at all times (prior
to payment) remain an asset of the Company, and neither a
Director nor his/her designated beneficiary shall have any
property interest whatsoever in any specific assets of the
Company.
3. Deferred compensation earned hereunder shall be paid as
follows:
(a) Upon retirement as a director of the Company, the
total amount credited to the Deferred Compensation Account as of
such date will be payable to a Director in a lump sum on his/her
retirement date or in ten (10) annual installments beginning on
the last day of the month in which a Director's seventieth
birthday
occurs, as specified on his/her Deferral Election. If a Director
elects installment payments, the unpaid balance thereof shall
continue to bear interest at a rate computed in accordance with
the provisions of paragraph 2(b) hereinabove and shall be
prorated and paid over the installment period.
(b) In the event a Director dies after payment has
commenced, the remaining balance shall be paid in a lump sum to
the beneficiary designated in writing at any time or from time to
time by the Director with the approval of the Company or, failing
such a designation, to the estate of the Director or his/her
transferee (the Director's estate or transferee being herein
included within the term "beneficiary"). In the event a Director
dies prior to the distribution of any portion of the Director's
Deferred Compensation Account, the Director's beneficiary shall
receive, in a lump sum, the amounts credited to the Deferred
Compensation Account compounded annually for a guaranteed period
from the date of the Director's death until the earlier to occur
of: (i) the fifth anniversary of the first date as of which
amounts were first credited to the Deferred Compensation Account,
or (ii) the date on which the Director elected to commence
distribution. For purposes of clause (ii) of the preceding
sentence, an election to commence distribution upon a Director's
retirement shall be deemed to be an election to commence
distribution when the Director would have attained age seventy
(70). Any lump sum payment shall be made as soon as practicable
but no more than thirty (30) days following the date of a
Director's death.
<PAGE>
(c) In the event a Director ceases to be a director of
the Company for any reason other than retirement or his/her
death, the total amount credited to the Deferred Compensation
Account as of such date will be payable to the Director in a lump
sum as soon as practicable but no more than thirty (30) days
following such date.
(d) If the Company shall be adjudicated or determined to
be insolvent by a court of competent jurisdiction, either in
bankruptcy or otherwise, the amount credited to the Deferred
Compensation Account on the date of such proceeding shall
constitute a debt of the Company to the Director in any such
proceeding.
(e) Upon written request to the Plan Administrator, a
Director may once, during his/her participation in the Plan, draw
down in increments of twenty-five percent (25%), his/her deferred
account balance.
4. Neither a Director nor any person entitled to the
payment of deferred compensation or any other benefit under this
Plan shall have the right to assign, transfer, pledge, encumber,
or otherwise dispose of any credits in the Deferred Compensation
Account, or any other such benefit hereunder, nor shall the
credits be subject
to garnishment, attachment, or transfer by operation of law,
except as provided in paragraph 3(b), or by Will or by the laws
of descent or distribution. Directors shall not have any
interest in any funds or specific assets of the Company, except
as expressly provided herein, in the event of a Director's
termination of service as a director of the Company, or in the
event of the Company's insolvency.
5. Nothing contained in this Plan and no action taken
pursuant to the provisions of this Plan shall create or be
construed to create a trust of any kind or fiduciary relationship
between the Company and a Director, his/her designated
beneficiary, or any other person. Any funds which may be
invested under the provisions of this Plan shall continue for all
purposes to be a part of the general funds of the Company, and no
person other than the Company shall by virtue of the provisions
of this Plan have any interest in such funds. To the extent that
any person acquires a right to receive payments from the Company
under this Plan, such rights shall be no greater than the right
of any unsecured general creditor of the Company.
6. This Plan shall be binding upon and inure to the benefit
of the Company, its successors and assigns, and the Director and
his/her heirs, executors, administrators, and legal
representatives.
7. This Plan shall be construed in accordance with and
governed by the laws of the State of Illinois.
<PAGE>
8. The Board of Directors of the Company may terminate this
Plan at any time. Upon termination of the Plan, the remaining
balance of the Deferred Compensation Account shall be paid in
lump sum as soon as practicable but no more than thirty (30) days
following termination.
9. The Board of Directors without the consent of the
participating Directors or their beneficiaries, may amend this
Plan at any time provided that no amendment shall divest any
Director or beneficiary of any rights to which he or she would
have been otherwise entitled.
01/01/94
<PAGE>
WM. WRIGLEY JR. COMPANY
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Beneficiary Designation
As a Participant in the Wm. Wrigley Jr. Company Deferred
Compensation Plan for Non-Employee Directors, I hereby designate
as my primary Beneficiary or Beneficiaries to receive any
benefits payable under the Plan by reason of my death:
Name and Address of Portion of
Primary Beneficiary(ies): Benefit Payable to Each
If all of my primary Beneficiaries predecease me, then
I designate as successor Beneficiary or Beneficiaries under the
Plan:
Name and Address of Portion of
Successor Beneficiary(ies): Benefit Payable to Each
The Secretary of the Company shall determine the
rights of any trustee named as a Beneficiary in this Beneficiary
Designation without responsibility for determining the validity,
existence or provisions of such trust and shall not have
responsibility for the application of sums paid to such trustee
or for the discharge of such trust.
<PAGE>
I acknowledge that I may change the above designations
at any time or times by filing a new designation form with the
Secretary of the Company and that any such changed designation
will not be effective until receipt of it has been acknowledged
by the Secretary of the Company.
Dated:
Signature of Participant
Received this day of , 19 , on behalf of
the Plan.
01/01/94
<PAGE>
WM. WRIGLEY JR. COMPANY
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Deferral Election
Name: Social Security #:
1. Deferral
I elect to defer % (25% increments to a maximum of
100%) of my director's compensation:
a. for the year or years 19
b. until the maximum lifetime deferral of
$300,000 is reached or until my retirement date,
whichever comes first.
2. Distribution
I elect to receive distribution of my deferred account
upon retirement under the following option:
a. annual installments paid for a period of ten
(10) years beginning on the last day of the month
that I attain age seventy (70).
b. lump sum payable as soon as practicable but no
later than thirty (30) days following my
retirement.
I understand that these options apply to my entire
account including amounts deferred prior to April
1, 1991 (if applicable).
<PAGE>
3. Summary
I have read the Plan and understand that under certain
circumstances, the Company may make a lump sum
distribution of my account at a date earlier than I
have elected.
Director's Signature Date
Accepted for the Company Date
Waiver
I elect to not defer any portion of my director's compensa-
tion at this time. I understand that I can make this
election in the future, provided that I make the election
not less than five (5) business days prior to the year that
I elect to defer compensation.
Director's Signature Date
01/01/94
<PAGE>
1993 EXECUTIVE INCENTIVE COMPENSATION PLAN
October, 1992
<PAGE>
The Wm. Wrigley Jr. Company has provided an Executive
Incentive Compensation Plan for selected managers since 1978.
This is not a continuing plan but is reviewed by the Compensation
Committee of the Board of Directors each year to determine if a
plan should be adopted for that year, the positions which will be
eligible to participate, and the associated companies which will
be included.
The Compensation Committee has authorized the 1993 Plan.
Participants have an opportunity to receive awards based on
corporate and individual performance during the corporate fiscal
year from January 1, 1993, through December 31, 1993. Those
selected to participate will not take part in any group
achievement fund or similar incentive plan which their particular
unit may provide for employees. Each associated company will
bear the appropriate cost of awards made to employees.
Awards are calculated on the base annual salary each
participant actually earns during the plan year. Most
participants are paid base annual salary in 12 monthly
increments, but managers of some international associated
companies receive their base salary in 13 or more increments.
Incentive awards will be distributed in the first quarter
of 1994 when the financial results of the company and the
respective units are known for the 1993 fiscal year.
PURPOSES OF THE PLAN
1. Maintain a total cash compensation package
for participating managers commensurate
with accountability and competitive with
the industry.
2. Recognize and reward participating managers
in accord with current performance.
3. Encourage and reward individual initiative,
creativity, and extra effort which result
in measurable improvements in your
company's operations.
4. Encourage teamwork.
5. Relate incentive awards to overall
corporate or unit performance as well as
individual accomplishment.
<PAGE>
6. Encourage participating managers to develop
and carry out unit and departmental goals
which support and enhance corporate longer
range goals.
7. Maintain an earnings opportunity for
participants which will retain and, when
necessary, attract outstanding performers.
AWARD LEVELS
The 1993 Executive Incentive Compensation Plan has
various levels reflecting the individual accountability and
impact on company operations of the participants. Target award
levels are earned by fully meeting performance criteria on
challenging and realistic personal, unit, and/or corporate goals
and by fully effective teamwork. Higher awards up to a maximum
of 150% of target levels are earned for truly outstanding and
exceptional achievements above target performance.
All participants are assigned weightings for individual
performance elements which can include unit goals, personal
goals, and teamwork effectiveness. Based on accountability some
participants also have a corporate performance element. The sum
of each participant's element weightings total 100. Each element
is rated separately using the performance standards defined in
Exhibit I.
Each personal goal and unit goal within those respective
elements is separately rated, totaled, and averaged. These
average ratings may be adjusted up to plus or minus 15 percentage
points to reflect performance not otherwise measured in the
ratings for the separate goals if, in the judgment of the person
evaluating performance, a change is justified.
The teamwork rating is based on each participant's
effectiveness as a manager in making the team work - - -
responsive, cooperative, and a positive contributor toward
optimum end results with top priority to company rather than to
personal success.
The maximum rating for any goal is 150%. The minimum
rating for any goal is 30%. If the adjusted average rating for
any element is below 50%, no award is earned for that element.
Element ratings of 50% or more are multiplied by the
respective element weightings and totaled. The total weighted
performance is multiplied by a participant's target opportunity
percent to determine the award expressed as a percent of salary.
<PAGE>
GOAL SETTING PROCEDURE
Corporate Goals
The President and Chief Executive Officer will present
1993 corporate goals to the Compensation Committee when it
evaluates corporate performance for the prior year Plan. These
goals will be approved by the Board of Directors at its next
regular scheduled meeting. Corporate goals will include target,
minimum, and outstanding levels of performance where appropriate
to serve as a guide to the Compensation Committee when it
evaluates corporate performance for the Plan year.
Unit Goals
Each unit will set goals at the beginning of the Plan
year which are approved by appropriate managers. Units with
consumer sales will use the format outlined on Form A. Units
with no consumer sales will use the format outlined on Form B.
Goals must set target, minimum and outstanding levels of
performance. The units for the 1993 Plan are listed below:
UNITS WITH CONSUMER SALES
U. S. Chewing Gum
Sales Department
Sales Divisions
Brands as Assigned
Amurol Products Company
Wrigley Canada
International Group
International Region - Germany, Austria, EMD,
International Region - U.K., Kenya, Spain, Italy
International Region - Australia
Orient Region
Austria
Taiwan
Hong Kong
<PAGE>
UNITS WITH NO CONSUMER SALES
U. S. Manufacturing
Chicago Factory
Santa Cruz Factory
Gainesville Factory
L. A. Dreyfus Company
WRICO Packaging
Wrigley France-Biesheim
Manufacturing Pacific Orient
Personal Goals
Personal goals are established at the beginning of the
Plan year and approved by appropriate managers. The format for
setting these goals is shown on Form E. Participants are
generally limited to three personal goals which must be
opportunities for significant accomplishment that can be
measured. Target, minimum, and outstanding levels of performance
must be included with each goal.
When appropriate, several participants may be assigned
the same personal goal with shared accountability for results.
All participants will receive the same accomplishment rating for
a shared personal goal.
ACCOMPLISHMENTS
Corporate Award
The President and Chief Executive Officer will evaluate
corporate performance and recommend a rating for the Compensation
Committee's consideration based on the following criteria:
- How successfully the management team achieved
corporate goals approved by the Board of Directors at
the beginning of the fiscal year.
- Progress made toward longer term corporate objectives
and strategies in light of conditions pertaining
during the year.
- How well the management team responded to all factors
-- internal and external -- which affected corporate
performance during the year.
<PAGE>
Based on this assessment, the Compensation Committee will
rate corporate performance using the standards of performance as
defined in Exhibit I.
Individual Awards
Individual performance awards are based on accomplishment
of unit goals where appropriate, personal goals, and teamwork
effectiveness. Performance is evaluated by the manager to whom
each participant reports and reviewed by a committee of senior
management with final approval by the President and Chief
Executive Officer.
Toward the end of the Plan year the Personnel Department
will distribute individual appraisal forms (Exhibit II) to the
managers who direct the work of the participants and who approved
the unit and personal goals. These managers will recommend
ratings for individual performance for each of the participants
under their direction:
Each participant with unit goals will submit unit
accomplishments using Form C for units with consumer sales and
Form D for others. All participants will submit accomplishments
for personal goals using Form F. Target, minimum, and
outstanding performance levels will be the same as established
when the goals were set. Participants will measure
accomplishment of unit and personal goals using the following
formulas in the appropriate section of the forms.
A = Accomplishment
T = Target Goal
M = Minimum Acceptable Performance
O = Outstanding Performance
If accomplishment exceeds target
% Rating = 100 + [the product of A minus T,
divided by the product of O-T, the result
of which is then multipled by 50]
If accomplishment is less than target
% Rating = 100 - [the product of T minus A
dividend by the product of T minus M, the
result of which is multiplied by 50]
Examples illustrating how these formulas are applied are
shown on Exhibit III. These formulas lend themselves to
measuring goals which can be objectively defined with numeric
values. Some personal goals will require subjective ratings
because they cannot readily be reduced to numeric values.
Participants will suggest the numeric rating which should be
assigned to the accomplishment of each of these goals. Ratings
may be modified in the review process.
<PAGE>
Individual performance ratings will be combined with the
corporate rating where appropriate, and the total performance
rating for each participant will be established.
Exhibit IV illustrates how a typical award will be
calculated.
President and Chief Executive Officer Award
The Compensation Committee of the Board of Directors will
determine the award for this executive, and 100% weighting will
be on personal performance. When rating, the Compensation
Committee will consider the Chief Executive's effectiveness in
guiding the affairs of the company as evaluated largely by
corporate performance and progress toward longer range objectives
and strategies. The award may be at the same level as the
corporate evaluation, or may be different, in the sole discretion
of the Compensation Committee.
<PAGE>
EXHIBIT I
1993 EXECUTIVE INCENTIVE COMPENSATION PLAN
Wm. Wrigley Jr. Company
STANDARDS FOR
PERSONAL, CORPORATE/UNIT PERFORMANCE
Individual/
Unit/Corporate
Performance
Definition Rating
Outstanding performance; significantly 150
exceeded criterion.
Excellent performance; criterion exceeded. 120
Target performance; criterion fully met. 100
Good performance; criterion generally met, or 90
acceptable under the circumstances.
Reasonable performance under the circumstances; 60
criterion partially met.
Minimum acceptable performance. 50
Performance below acceptable levels. 30
<PAGE>
<TABLE>
EXHIBIT II
SUMMARY APPRAISAL
1993 EXECUTIVE INCENTIVE COMPENSATION PLAN
<CAPTION>
PARTICIPANT: APPRAISER: INITIALS: DATE:
<S> <C> <C> <C> <C> <C>
RATING X WEIGHT WEIGHTED X TARGET = AWARD
% % PERFORMANCE % %
UNIT GOALS:
#1
#2
TOTAL
AVG
ADJ + 15 pts
ADJ AVG
PERSONAL GOALS:
#1
#2
#3
TOTAL
AVG
ADJ + 15 pts
ADJ AVG
TEAMWORK 10* 1992 Rating
TOTAL INDVL. PERF.
ADJ. TO 100% BASIS
CORP. PERF.
GRAND TOTAL 100
COMMENTS:
Review Review Review
*TEAMWORK WEIGHTING IS 10% FOR ALL PARTICIPANTS
</TABLE>
<PAGE>
<TABLE>
Exhibit III
EXAMPLE
1993 ACCOMPLISHMENTS
UNITS WITH CONSUMER SALES
<CAPTION>
GOALS REV. ORIG. FORECAST GOAL 1993 ACTUAL
OVER/(UNDER)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 % O/U 1992 1993 % O/U 1992 1993 1992 1993 GOAL
1. UNIT VOLUME TO
OUTSIDE CUSTOMERS 50,000 51,000 53,000 55,000 3.8 55,000 3.8 54,500 1500 (500)
2. PROFIT FROM
OPERATIONS U.S.$ 11,089 16,289 10,760 10,800 .4 11,600 7.8 12,200 1440 600
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET OUTSTANDING R A N G E
# %
GOAL #1 50% 53,000 55,000 57,000 2,000 3.6
GOAL #2 50% 10,000 11,600 13,200 1,600 13.8
EQUATIONS FOR DETERMINING RATING
GOAL #1
100 - [the product of 55,000 minus 54,500, divided by the product of 55,000
minus 53,000, the result of which is multiplied by 50] = 87.5
GOAL #2
100 + [the product of 12,200 minus 11,600, divided by the product of 13,200
minus 11,600, the result of which is multiplied by 50] = 118.8
</TABLE>
<PAGE>
<TABLE>
EXHIBIT IV
Wm. Wrigley Jr. Company
SAMPLE AWARD - 1993
<CAPTION>
HOW THE PLAN WORKS
<S> <C>
ASSUME:
Participant Award Level D
Base Salary $60,000
Target Incentive Opportunity 25%
Target Award $15,000
INCLUDES: ELEMENT TARGET
WEIGHTING AWARD
ELEMENTS
Unit Goals 50 $ 7,500
Personal Goals 20 3,000
Teamwork 10 1,500
Individual Performance 80 $12,000
Corporate Performance 20 3,000
Target Award 100 $15,000
AWARD DETERMINATION: RATING WEIGHTED
% PERFORMANCE
ELEMENTS
Unit Goals 112 56.0 $ 8,400
Personal Goals 85 17.0 2,550
Teamwork 110 11.0 1,650
Individual Performance 84.0 $12,600
Corporate Performance 120 24.0 2,700
AWARD 108.0 $15,300
Percent of Base Salary 25.5%
</TABLE>
<PAGE>
<TABLE>
Form A
PARTICIPANT 1993 UNIT GOALS
UNIT UNITS WITH CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
1993 REV. ORIG. F'CAST 1993 GOAL
<S> <C> <C> <C> <C> <C> <C> <C>
% O/U % O/U
GOAL: 1990 1991 1992 1993 1992 1993 1992
1. UNIT VOLUME TO OUTSIDE CUSTOMERS:
2. PROFIT FROM OPERATIONS U.S.$:
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET OUTSTANDING R A N G E
# %
GOAL #1
GOAL #2
PARTICIPANT'S
SIGNATURE DATE
APPROVED DATE
</TABLE>
<PAGE>
<TABLE>
Form B
PARTICIPANT 1993 UNIT GOALS
UNIT UNITS WITH NO CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
1993 REV. ORIG. F'CAST 1993 GOAL
<S> <C> <C> <C> <C> <C> <C> <C>
% O/U % O/U
GOAL: 1990 1991 1992 1993 1992 1993 1992
#1
#2
#3
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET OUTSTANDING R A N G E
# %
GOAL #1
GOAL #2
GOAL #3
PARTICIPANT'S
SIGNATURE DATE
APPROVED DATE
</TABLE>
<PAGE>
<TABLE>
Form C
PARTICIPANT 1993 ACCOMPLISHMENTS - UNIT GOALS
UNIT UNITS WITH CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
GOAL REV. ORIG. F'CAST GOAL 1993 ACTUAL
OVER/(UNDER)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 % O/U 1992 1993 % O/U 1992 1993 1992 1993 GOAL
1. UNIT VOLUME TO
OUTSIDE CUSTOMERS:
2. PROFIT FROM
OPERATIONS U.S.$:
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET OUTSTANDING R A N G E
# %
GOAL #1
GOAL #2
EQUATIONS FOR DETERMINING RATING
PARTICIPANT'S
SIGNATURE DATE
APPROVED DATE
</TABLE>
<PAGE>
<TABLE>
Form D
PARTICIPANT 1993 ACCOMPLISHMENTS - UNIT GOALS
UNIT UNITS WITH NO CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
GOAL REV. ORIG. F'CAST GOAL 1993 ACTUAL
OVER/(UNDER)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 % O/U 1992 1993 % O/U 1992 1993 1992 1993 GOAL
#1
#2
#3
MEASURES OF PERFORMANCE WEIGHT MINIMUM TARGET OUTSTANDING R A N G E
# %
GOAL #1
GOAL #2
GOAL #3
EQUATIONS FOR DETERMINING RATING
PARTICIPANT'S
SIGNATURE DATE
APPROVED DATE
</TABLE>
<PAGE>
<TABLE>
FORM E
1993 PERSONAL GOALS
PARTICIPANT
DEPARTMENT OR UNIT REVIEW COMMENTS:
GOAL # PAGE
DATE SUBMITTED
<S> <C> <C> <C> <C>
GOAL: ESTIMATE
COST TO ACHIEVE GOAL:
HOW RESULTS ARE TO BE MEASURED: R A N G E ( + / - )
# %
MINIMUM CAPITAL EXPENDITURE:
TARGET ACCOMPLISHMENT DATE:
COMPARISON TO 3-YEAR PRIOR & REV. ORIG. F'CAST, IF
OUTSTANDING APPLICABLE:
1993 1993
1990 1991 1992 FORECAST GOAL
GOAL WEIGHT:
EXPECTED RESULTS:
PARTICIPANT'S
SIGNATURE DATE
APPROVED BY DATE
</TABLE>
<PAGE>
<TABLE>
FORM F
1993 ACCOMPLISHMENTS-PERSONAL GOALS
PARTICIPANT
DEPARTMENT OR UNIT REVIEW COMMENTS: RATING:
GOAL # PAGE
DATE SUBMITTED
<S> <C> <C> <C> <C> <C>
GOAL AS SUBMITTED: ESTIMATE ACTUAL
COST TO ACHIEVE GOAL:
HOW RESULTS ARE TO BE MEASURED: R A N G E ( + / -) CAPITAL EXPENDITURE:
# %
MINIMUM ACCOMPLISHMENT DATE:
COMPARISON TO 3-YEAR PRIOR & REV. ORIG. FORECAST, IF
TARGET APPLICABLE:
1993 1993 1993
1990 1991 1992 FORECAST GOAL ACTUAL
OUTSTANDING
GOAL WEIGHT: EQUATION FOR DETERMINING RATING:
EXPECTED RESULTS:
PARTICIPANT'S
ACTUAL RESULTS: SIGNATURE DATE
APPROVED BY DATE
</TABLE>
<PAGE>
The Globe and Spear
The Wrigley Spear has been associated with the established
brands of Wrigley's chewing gum since it was first used in 1893
and is recognized by consumers worldwide as a symbol of quality.
Back in the early 1970's, to reflect the Company's growing
international presence, a Wrigley artist first depicted the Spear
encircling the globe. The Globe and Spear is now a registered
trademark of the Wm. Wrigley Jr. Company. Wrigley brands are
produced in 12 factories around the world and sold in well over
100 countries. Wrigley's chewing gum represents a truly American
product known throughout the world and enjoyed daily by millions.
<PAGE>
[Insert Letterhead]
To the Stockholders and Employees
of the Wm. Wrigley Jr. Company
Years ago, when asked his philosophy on advertising, the
founder of the Wrigley Company replied, "Tell 'em quick, and tell
'em often." He continued, "You must have a good product in the
first place, something people want. Explain to folks plainly and
sincerely what you have to sell, do it in as few words as
possible -- and keep everlastingly coming after them." My
grandfather had an unshakable faith in the quality of his
products and the power of advertising.
Your Company has, through the years, remained true to this
philosophy. And our consistent combination of quality products,
effective advertising, and reasonable pricing has, for the ninth
consecutive year, resulted in record sales and earnings. Volume
growth for your Company in 1993 was the largest ever. In
virtually all our major markets, we made significant advances,
and every major brand -- sugar and sugarfree -- contributed. The
fact that this rise in volume was handled so smoothly is a credit
to the commitment and work ethic of the men and women of the
Wrigley Company around the globe.
In the highly competitive U.S. market, our customer and
consumer marketing team guided Wrigley brands to their best
growth in the past 25 years. Extra@ expanded its lead over the
sugarfree competition, and Wrigley's Spearmint@ spearheaded the
improved sales of our other brands. Freedent@ benefited from the
mid-year introduction of a new advertising campaign and a full
year of Freedent Winter Fresh@ sales. This new version of
Freedent generated more than double the sales of the cinnamon
flavor it replaced. As important as market growth, over the long
term, is the ability to attract new consumers to our product
category. Our ongoing pricing restraint has measurably increased
our consumer base and enabled Wrigley brands to continue to be
synonymous with both quality and value.
Internationally, our strategy of quality products, aggressive
communication of product benefits, and conservative pricing is
also serving your Company well. For those overseas markets that
are relatively new to us, there is an additional emphasis on
improving overall distribution of our brands, and the results are
evident. Our products are now more widely available and more
prominently displayed than ever before.
Across Europe, from Glasgow to Moscow, your Company made
excellent progress in 1993. The growing popularity of Orbit@ and
Extra sugarfree gums underpinned solid gains in well developed
markets such as the United Kingdom and Germany. Freedent, our
sugarfree brand in France, had another growth year, despite
increased competitive activity. And Wrigley brands continued to
strengthen in the very competitive Scandinavian markets. For the
second straight year, our volume doubled in Central and Eastern
Europe. In Central Europe, our associated companies in Poland
and the Czech Republic led the way. The greatest volume increase
in Eastern Europe was recorded by our associates in Russia.
While we did extremely well in Russia in 1993, it should be
remembered that this is a volatile business environment.
<PAGE>
In the Pacific Rim, our plant in the People's Republic of China
was being operated solely by our new Chinese associates before
the third quarter ended, and business was up sharply for the
year. Positive results were also turned in by our associates in
Australia and the Philippines. In addition to meeting domestic
demand, the factory in Manila is supplying products to several
markets, including Indonesia and Malaysia, which appear to have
good potential for longer term development. An improving economy
in New Zealand helped our associates there to achieve a record
volume increase in 1993.
Among our associated companies in North America, Amurol's
strong domestic growth over the past decade, combined with a
significant increase in its export business, has brought about
the need for a larger manufacturing facility. This factory is
now under construction in Yorkville, Illinois, and Amurol will
move in during the fourth quarter of 1994. It was also a good
year for our associates at Wrigley Canada who recorded strong
gains in volume, with new products providing most of the
momentum. And in Mexico, where our business substantially
improved in 1993, the passage of the North American Free Trade
Agreement (NAFTA) is expected to simplify the movement of our
products from our Santa Cruz, California and Gainesville, Georgia
factories.
The success we had in 1993 has understandably put pressure on
our production capacity in various markets. In the short run,
this pressure is being relieved through the redeployment of
resources to keep our distribution pipelines filled. Our
engineering staff logged many extra hours and miles to supply
needed equipment to Wrigley facilities around the world.
Factories in the U.S. extended their production shifts to assist
our international associates in countries where demand
outstripped supply. All our manufacturing personnel worldwide
put in long hours, and a good many traveled to various locations
far from home to lend a hand. This spirit of cooperation and
teamwork that has been so much a part of your Company's success
down through the years was never more evident than in 1993.
In 1994, we will begin building enough additional capacity to
meet projected future demand. Your Company's success to date in
Central and Eastern Europe has pointed to the need for
manufacturing capacity in this region. We are close to selecting
a site in Poland, and construction will begin as soon as land is
acquired and all local approvals have been obtained. The
recently established Wrigley India Private Limited has already
purchased land to build a new factory. Groundbreaking is set for
this spring, and the facility should be up and running by the
middle of 1995. With three new plants in the works and a major
addition scheduled for our facility in Biesheim, France, 1994
will be the busiest year for factory construction in the history
of the Wrigley Company and a record-breaking year for capital
expenditures.
Several of the markets into which we are expanding pose some
unique challenges, especially in terms of distribution,
merchandising and advertising. Where we are already off to a
good start, heavy marketing investments will be required to
maintain our momentum, and where we are trying to establish an
initial presence, we must lay a solid foundation of consumer
awareness. Years of hard work remain ahead of us before we
expect these newly formed associated companies to make
significant contributions to the overall profitability of our
business. One of the strengths of your Company, however, is its
long-term focus. With your ongoing support, which is always most
appreciated, we will continue to invest with confidence in the
future. These investments in the coming years will be focused on
building the Wrigley brands over the long haul, and keeping our
products consumer favorites and the standard for excellence in
every market we serve.
Sincerely,
[SIG]
William Wrigley
<PAGE>
Table of Contents
5 Highlights
6 Statement of Earnings and Retained Earnings
7 Statement of Cash Flows
8 Balance Sheet
10 Notes to Financial Statements
18 Report of Independent Auditors
19 Selected Five Year Financial Data
20 Quarterly Data
21 Management's Discussion and Analysis
24 Directors
26 Elected Officers
27 Corporate Facilities and Associated Companies
28 Stockholder Information
<PAGE>
<TABLE>
Highlights of Operations
Wm. Wrigley Jr. Company and Wholly Owned Associated Companies
1993 1992 1991
In thousands of dollars
except for per share amounts
<S> <C> <C> <C>
Net Sales $1,428,504 1,286,921 1,148,875
Earnings before cumulative effect of
accounting changes 174,891 148,573 128,652
-- Per Share of Common Stock 1.50 1.27 1.09
Net Earnings 174,891 141,295 128,652
-- Per Share of Common Stock 1.50 1.21 1.09
Dividends Paid 87,344 72,511 64,609
-- Per Share of Common Stock .75 .62 .55
Property Additions 63,095 66,682 45,235
Stockholders' Equity 575,182 498,935 463,399
Return on Average Equity 32.6% 29.4% 29.8%
Stockholders at Close of Year 18,567 14,546 11,086
Average Shares Outstanding (000) 116,511 117,055 117,517
</TABLE>
<PAGE>
<TABLE>
Statement of
Consolidated Earnings and Retained Earnings
Wm. Wrigley Jr. Company and Wholly Owned Associated Companies
Year Ended December 31 1993 1992 1991
In thousands of dollars
except for per share amounts
<S> <C> <C> <C>
Earnings
Revenues:
Net sales $1,428,504 1,286,921 1,148,875
Investment and other income 11,938 14,346 10,888
Total revenues 1,440,442 1,301,267 1,159,763
Costs and expenses:
Cost of sales 617,156 572,468 507,795
Selling, distribution and general
administrative 542,944 495,323 442,575
Interest 1,507 1,173 1,379
Total costs and expenses 1,161,607 1,068,964 951,749
Earnings before income taxes and
cumulative effect of accounting
changes 278,835 232,303 208,014
Income taxes 103,944 83,730 79,362
Earnings before cumulative effect of
accounting changes 174,891 148,573 128,652
Cumulative effect of accounting
changes for:
Postretirement benefits --
net of income tax effect -- (10,143) --
Income taxes -- 2,865 --
Net earnings 174,891 141,295 128,652
Retained Earnings
Retained earnings at beginning of
the year 491,481 579,665 515,615
Dividends declared
(per share: 1993--$.75; 1992--
$.63; 1991--$.55) (87,301) (74,409) (64,602)
Treasury stock retirement (14,431) (155,070) --
Retained earnings at end of the year$ 564,640 491,481 579,665
Per Share Amounts
Earnings before cumulative effect of
accounting changes $ 1.50 1.27 1.09
Cumulative effect of accounting
changes, net -- (.06) --
Net earnings per average share of
common stock $ 1.50 1.21 1.09
Dividends paid per share of common stock$ .75 .62 .55
See accompanying accounting policies and notes.
</TABLE>
<PAGE>
<TABLE>
Statement of
Consolidated Cash Flows
Wm. Wrigley Jr. Company and Wholly Owned Associated Companies
Year Ended December 31 1993 1992 1991
In thousands of dollars
<S> <C> <C> <C>
Cash Flows--Operating Activities
Net earnings $174,891 141,295 128,652
Adjustments to reconcile net earnings to
net cash flows from operating
activities:
Depreciation 34,565 29,806 28,695
Gain on sales of property, plant
and equipment (806) (3,985) (365)
(Increase) decrease in:
Accounts receivable (26,754) (10,652) (6,812)
Inventories (24,771) 205 (7,924)
Other current assets (1,551) (115) (1,198)
Other assets and deferred charges(3,929) (6,216) (1,452)
Increase (decrease) in:
Accounts payable 10,298 7,937 (5,444)
Accrued expenses 18,157 9,724 3,938
Income and other taxes payable (14,241) 8,944 1,963
Deferred income taxes (3,834) (11,551) (1,161)
Other noncurrent liabilities 9,345 23,876 573
Net cash flows--operating activities 171,370189,268 139,465
Cash Flows--Investing Activities
Additions to property, plant and
equipment (63,095) (66,682) (45,235)
Proceeds from property retirements 4,042 7,983 4,671
Purchases of short-term investments(140,186) -- --
Maturities of short-term investments135,204 -- --
Net (increase) decrease in short-term
investments -- (26,132) 4,355
Net cash flows--investing activities (64,035) (84,831) (36,209)
Cash Flows--Financing Activities
Dividends paid (87,344) (72,511) (64,609)
Common stock purchased (15,077) (17,579) (3,318)
Net cash flows--financing activities(102,421)(90,090) (67,927)
Effect of exchange rate changes on
cash and cash equivalents (2,768) (3,538) (385)
Net increase in cash and cash
equivalents 2,146 10,809 34,944
Cash and cash equivalents at beginning
of year 84,144 73,335 38,391
Cash and cash equivalents at end of year$ 86,290 84,144 73,335
Supplemental Cash Flow Information
Income taxes paid $124,127 78,938 79,935
Interest paid $ 1,491 1,177 1,369
Interest and dividends received $ 12,164 10,893 10,845
See accompanying accounting policies and notes.
</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheet
Wm. Wrigley Jr. Company and Wholly Owned Associated Companies
As of December 31 1993 1992
In thousands of dollars
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 86,290 84,144
Short-term investments, at amortized cost 103,556 98,314
Accounts receivable
(less allowance for doubtful accounts:
1993--$4,407; 1992--$2,357) 118,222 95,939
Inventories--
Finished goods 47,471 38,352
Raw materials and supplies 129,325 117,403
176,796 155,755
Other current assets 11,511 10,270
Deferred income taxes--current 5,918 4,217
Total current assets 502,293 448,639
Marketable equity securities, at fair value for
1993, at cost for 1992 (market value: 1992--
$29,501) 31,417 2,539
Other assets and deferred charges 25,881 24,115
Deferred income taxes--noncurrent 15,865 13,942
Property, plant and equipment, at cost:
Land 22,496 17,010
Buildings and building equipment 173,403 166,342
Machinery and equipment 354,978 330,065
550,877 513,417
Less accumulated depreciation 311,009 291,280
239,868 222,137
Total assets $815,324 711,372
</TABLE>
<PAGE>
<TABLE>
As of December 31 1993 1992
In thousands of dollars
and shares
<S> <C> <C>
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 62,621 53,761
Accrued expenses 67,137 50,912
Dividends payable 11,640 11,683
Income and other taxes payable 17,127 32,500
Deferred income taxes--current 636 634
Total current liabilities 159,161 149,490
Deferred income taxes--noncurrent 22,716 13,220
Other noncurrent liabilities 58,265 49,727
Stockholders' equity:
Preferred stock--no par value
Authorized: 2,000 shares
Issued: None
Common stock--no par value
Common stock
Authorized: 400,000 shares
Issued: 1993--90,588 shares; 1992--90,411
shares 12,078 12,121
Class B common stock--convertible
Authorized: 80,000 shares
Issued and outstanding: 1993--25,812 shares;
1992--26,423 shares 3,442 3,457
Additional paid-in capital 1,467 1,568
Retained earnings 564,640 491,481
Foreign currency translation adjustment (24,757) (9,692)
Unrealized holding gains on marketable equity
securities 18,312 --
Total stockholders' equity 575,182 498,935
Total liabilities and stockholders' equity $815,324 711,372
See accompanying accounting policies and notes.
</TABLE>
<PAGE>
Accounting Policies and Notes to
Consolidated Financial Statements
Wm. Wrigley Jr. Company and Wholly Owned Associated Companies
Consolidation and
Description of Business
The consolidated financial statements include the accounts of all
wholly owned associated companies. The Company's principal
business is manufacturing and selling chewing gum. All other
businesses constitute less than 10% of combined revenues,
operating profit and identifiable assets.
Subsequent Event
On January 12, 1994, the Company sold the real estate holdings of
its wholly owned associated company in Singapore, Malayan Guttas
Private Limited, for a gain of $38,100,000. This non-recurring
gain will be reported in the 1994 first quarter results and will
increase net earnings by an after tax amount of $24,765,000 or
$.21 per share.
Investments in Debt & Equity
Securities
Effective December 31, 1993, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 115 "Accounting for
Certain Investments in Debt and Equity Securities". The
Company's investments in debt securities, which typically mature
in one year or less, are held to maturity and valued at the
amortized cost, which approximates fair value. The aggregate
fair value at December 31, 1993 was $82,881,000 for municipal
securities, and $20,675,000 for other debt securities.
The Company's investments in marketable equity securities are
held for an indefinite period and have been historically reported
at the lower of cost or market. Application of SFAS No. 115
resulted in unrealized holding gains of $28,171,000 at
December 31, 1993. The aggregate fair value of the Company's
marketable equity securities at December 31, 1993 totaled
$31,417,000. The unrealized holding gains, net of the related
tax effect, added $18,312,000 to Stockholders' equity at
December 31, 1993.
Cash and Cash Equivalents
The Company considers all highly-liquid debt instruments with a
maturity of three months or less to be cash equivalents.
<PAGE>
Foreign Currency Translation
and Exchange Contracts
The Company has determined that the functional currency for
each associated company except for selected Eastern European
entities is its local currency. Some Eastern European entities
are considered to be highly inflationary and their functional
currencies are remeasured to U.S. dollars.
Following is an analysis of the unrealized foreign currency
translation adjustment included in the balance sheet:
<TABLE>
In thousands
of dollars
<S> <C>
Balance at 12/31/90 $ 5,842
1991 Adjustment (123)
Balance at 12/31/91 5,719
1992 Adjustment (15,411)
Balance at 12/31/92 (9,692)
1993 Adjustment (15,065)
Balance at 12/31/93 $(24,757)
</TABLE>
Certain foreign associated companies enter into fixed rate
currency exchange contracts as non-speculative hedges against
future materials purchases among associated companies. In
addition, the Parent Company enters into such contracts from time
to time as non-speculative hedges regarding known future
transactions with associated companies. Market value gains and
losses, recognized at expiration of the contracts, offset foreign
exchange gains or losses on the related transactions being
hedged. At December 31, 1993, foreign exchange rate contracts
for a number of currencies, maturing at various dates through
December 31, 1994 aggregated $137,683,000. Open foreign exchange
contracts at December 31, 1992 aggregated $85,718,000.
<PAGE>
Inventories
Inventories at December 31, 1993 and 1992 included $87,960,000
and $83,424,000, respectively, valued at cost on a last-in,
first-out (LIFO) basis. If current costs had been used, such
inventories would have been $42,723,000 and $45,718,000 higher
than reported at December 31, 1993 and 1992, respectively. The
non-
LIFO inventories are valued at the lower of cost (principally
first-in, first-out basis) or market.
Depreciation
Depreciation is provided over the estimated useful lives of the
respective assets (buildings and building equipment--12 to 50
years; machinery and equipment--3 to 20 years). The depreciation
methods and amounts were:
1993 1992 1991
In thousands of dollars
Straight-Line $15,639 14,914 13,409
Accelerated 18,926 14,892 15,286
Accrued Expenses
Accrued expenses at December 31, 1993 included $21,906,000 of
payroll expenses and $11,231,000 of customer allowances. Payroll
expenses of $16,068,000 were included in accrued expenses at
December 31, 1992.
Other Noncurrent Liabilities
Other noncurrent liabilities include liabilities for
postretirement benefit plans of approximately $18,200,000 and
$16,900,000 at December 31, 1993 and 1992, respectively. Also
included are employee pension funds, deferred compensation, and
postemployment benefits.
<PAGE>
Common Stock
Each share of Class B Common Stock has ten votes per share, is
restricted as to transfer or other disposition and is convertible
at any time into one share of Common Stock. Conversions of
Class B Common Stock in 1993, 1992 and 1991 were 610,488 shares,
715,499 shares and 1,623,705 shares, respectively.
The Company's Management Incentive Plan (MIP) authorizes the
granting of up to 5,400,000 shares of the Company's new or
reissued Common Stock (including 492,222 shares issued under the
predecessor 1984 Stock Award Plan) to key managers in various
forms, including stock grants and stock appreciation rights.
In 1988, the Company granted to certain key managers,
non-qualified stock options for 240,000 shares of Common Stock at
$11.208, the fair market price on the date of grant. These
options may be exercised through 1998. Participants may exchange
a portion of their options for stock appreciation rights. These
rights acquire value if the market price of shares of Common
Stock increases above the grant price of options. Through
December 31, 1993 stock options for 78,838 shares and stock
appreciation rights for 35,162 shares have been exercised.
Additional paid-in capital represents the excess of fair
market value of Common Stock issued from treasury on the date the
shares of stock were awarded over the average acquisition cost of
the shares.
On August 19, 1992, the Board of Directors adopted a
resolution retiring the entire balance of shares of Common Stock
held in the corporate treasury at that time and all subsequent
acquisitions to the extent not required for issuance under the
MIP programs.
Following is a summary of the activity in Common Stock in
treasury:
<TABLE>
Number of
Shares Cost
In thousands
<S> <C> <C>
Balance at 12/31/90 26,493 $ 140,759
Additions 162 3,318
Issuances (73) (388)
Balance at 12/31/91 26,582 143,689
Additions 671 17,579
Issuances (87) (2,573)
Retirements (27,166) (158,695)
Balance at 12/31/92 -- --
Additions 450 15,077
Issuances (17) (588)
Retirements (433) (14,489)
Balance at 12/31/93 -- $ --
</TABLE>
In 1991, the Company entered into an agreement pursuant to
an unsolicited offer by the Offield Family Foundation to purchase
600,000 shares of Wrigley Common Stock. On August 24, 1992, the
Company entered into a second agreement pursuant to an
unsolicited offer by the Offield Foundation to purchase an
additional 600,000 shares of the Company's Common Stock. Each
agreement provided for shares to be acquired in four equal
quarterly increments of 150,000 shares. The purchase amount was
based on the average NYSE daily closing price of the Company's
Common Stock during each quarter. The shares were acquired as
follows:
<TABLE>
Average
Date Closing
Purchased Shares Price
<S> <C> <C>
09/30/91 150,000 $20.50
01/02/92 150,000 21.93
04/01/92 150,000 24.83
06/30/92 150,000 24.01
10/01/92 150,000 30.23
01/04/93 150,000 35.27
04/01/93 150,000 31.95
07/01/93 150,000 33.29
</TABLE>
<PAGE>
Income Taxes
Effective January 1, 1992, the Company changed its method of
accounting for income taxes from the deferred method to the
liability method required by SFAS No. 109 "Accounting for Income
Taxes". As permitted under the new standard, prior years'
financial statements have not been restated. The cumulative
effect of adopting SFAS No. 109 as of January 1, 1992 was to
increase net income and decrease the deferred tax liability by
$2,865,000.
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes. Deferred tax assets relate principally
to current and long term accruals for certain employee and
postretirement benefit plans. Deferred tax liabilities relate
principally to accelerated depreciation used for tax reporting.
Applicable U.S. income and foreign withholding taxes have
not been provided on $139,092,000 of undistributed earnings of
international wholly owned associated companies at December 31,
1993. These earnings are considered to be permanently invested
and, under the tax laws, are not subject to such taxes until
distributed as dividends. If the earnings were not considered
permanently invested, approximately $11,693,000 of deferred
income taxes, consisting primarily of foreign withholding taxes,
would have been provided in 1993. Such taxes, if ultimately
paid, may be recoverable as foreign tax credits in the U.S.
Income taxes are based on pre-tax earnings which are
distributed geographically as follows:
1993 1992 1991
In thousands of dollars
Domestic $157,431 133,508 128,622
Foreign 121,404 98,795 79,392
$278,835 232,303 208,014
Reconciliation of the provision for income taxes computed at
the U.S. Federal statutory rate of 35% for 1993, and 34% for 1992
and 1991 to the reported provision for income taxes is as
follows:
1993 1992 1991
In thousands of dollars
Provision at
statutory rate $ 97,592 78,983 70,723
State taxes--net 8,101 6,927 5,704
Foreign tax rates 405 3,595 3,741
Other--net (2,154) (5,775) (806)
$103,944 83,730 79,362
The components of the provision for income taxes for 1993,
1992, and 1991 were:
Current Deferred Total
In thousands of dollars
1993
Federal $ 46,874 (3,229) 43,645
Foreign 48,098 (605) 47,493
State 12,806 -- 12,806
$107,778 (3,834) 103,944
1992
Federal $ 35,833 (3,348) 32,485
Foreign 41,405 (113) 41,292
State 9,953 -- 9,953
$ 87,191 (3,461) 83,730
1991
Federal $ 39,040 (1,787) 37,253
Foreign 32,721 626 33,347
State 8,762 -- 8,762
$ 80,523 (1,161) 79,362
<PAGE>
Pensions
The Company maintains non-contributory defined benefit pension
plans covering substantially all of its domestic and foreign
employees. Retirement benefits are a function of the years of
service and the level of compensation, generally for the highest
three consecutive salary years occurring within ten years prior
to an employee's retirement date, depending on the plan. The
Company's policy is to fund within ERISA or other statutory
limits to provide benefits earned to date and expected to be
earned in the future. The components of consolidated net pension
cost are presented below.
<TABLE>
1993 1992 1991
Domestic Foreign Domestic Foreign Domestic Foreign
In thousands of dollars
<S> <C> <C> <C> <C> <C> <C>
Service Cost--
Benefits Earned During the Year$ 7,542 2,806 7,286 2,658 6,954 1,953
Interest Cost
on Projected Benefit Obligation12,898 3,061 13,012 3,203 12,870 3,108
Actual Return on Plan Assets (14,653) (3,433) (18,957) (3,966) (11,626) (3,779)
Net Amortization and Deferral 629 (317) 5,058 (376) (2,442) (677)
Other Pension Plans 173 2,259 175 2,530 163 1,835
Net Pension Cost $ 6,589 4,376 6,574 4,049 5,919 2,440
Assumptions used to determine net pension cost and the actuarial
present value of the projected benefit obligation were as follows:
1993 1992 1991
Domestic Foreign Domestic Foreign Domestic Foreign
<S> <C> <C> <C> <C> <C> <C>
Discount Rates 7.0% 7.5-9.0% 7.75% 7.5-10.0% 7.75% 7.5-12.0%
Long-Term Rates
of Return on Assets 8.5% 5.0-9.0% 8.5% 7.0-9.0% 8.5% 7.5-11.0%
Rate of Increase
in Compensation Levels 4.75% 5.0-8.0% 5.5% 5.0-8.0% 5.5% 5.0-9.0%
</TABLE>
<PAGE>
Domestic plan assets primarily consist of high quality marketable
fixed income and equity securities. Foreign plan assets consist
primarily of contracts with insurance companies. The defined
benefit plans' funded status and the pension liability recorded
in the consolidated balance sheet were as follows:
<TABLE>
1993 1992
Domestic Foreign Domestic Foreign
In thousands of dollars
<S> <C> <C> <C> <C>
Plan Assets at Fair Value $189,067 43,092 175,705 41,398
Actuarial Present Value of
Benefit Obligation:
Vested benefits 152,685 26,561 123,549 24,511
Nonvested benefits 1,698 1,476 1,611 1,444
Accumulated benefit obligation154,383 28,037 125,160 25,955
Projected future salary
increases 38,021 8,485 40,679 7,868
Projected benefit obligation 192,404 36,522 165,839 33,823
Plan Assets in Excess of
(Less Than)
Projected Benefit Obligation(3,337) 6,570 9,866 7,575
Less Items Not Yet Recognized
in Earnings:
Unrecognized prior service cost(1,808) 413 (3,095) 706
Unrecognized net gain (loss)(739) 2,219 13,071 1,350
Unrecognized transition asset 3,778 4,572 4,219 5,047
Accrued Pension Liability
(Asset) $ 4,568 634 4,329 (472)
</TABLE>
<PAGE>
Operations By Geographic Areas
Information concerning the Company's operations in different
geographic areas at December 31, 1993, 1992 and 1991, and for the
years then ended is presented below.
Operating profit is revenue less all costs and expenses
other than general corporate expenses, interest expense and
income taxes.
Identifiable assets are those involved in the operations in
each geographic area and include all of the assets of wholly
owned associated companies. Marketable equity securities held by
the parent company are not distributed to geographic areas, and
the related dividend income is included in the adjustments and
eliminations line.
<TABLE>
1993 1992 1991
In thousands of dollars
<S> <C> <C> <C>
Revenues:
United States $ 822,578 761,282 718,471
Europe 456,536 383,887 305,268
Other 201,130 199,466 179,200
Adjustments and eliminations (39,802) (43,368) (43,176)
Total revenues $1,440,442 1,301,267 1,159,763
Operating Profit:
United States $ 156,268 136,004 128,335
Europe 92,712 66,727 55,846
Other 31,259 29,837 24,385
Adjustments and eliminations 1,160 1,464 1,278
281,399 234,032 209,844
Interest and General Corporate Expenses (2,564) (1,729) (1,830)
Earnings before income taxes and
cumulative effect of accounting
changes $ 278,835 232,303 208,014
Identifiable Assets Used in Operations:
United States $ 480,007 434,108 376,468
Europe 185,242 164,380 154,270
Other 113,993 105,887 92,768
Adjustments and eliminations 4,665 4,458 (972)
783,907 708,833 622,534
Corporate Assets 31,417 2,539 2,540
Total assets $ 815,324 711,372 625,074
</TABLE>
<PAGE>
Postretirement Benefits
Effective January 1, 1992, the Company adopted SFAS No. 106
relating to "Accounting for Postretirement Benefits Other Than
Pensions". The Company provides limited postretirement
healthcare benefits on a contributory basis and life insurance
benefits in the U.S. and in certain international associated
companies. The cost of postretirement benefits is provided
during the employee's active working career.
A reconciliation of the plan's funded status to the amounts
reported in the financial statements follows:
<TABLE>
December 31
1993 1992
In thousands of dollars
<S> <C> <C>
Accumulated
Postretirement
Benefit Obligation:
Retirees $ 4,300 4,600
Active employees 14,100 14,900
Total 18,400 19,500
Plan Assets 2,600 2,600
Accumulated
Postretirement
Benefit Obligation
in Excess of Plan Assets 15,800 16,900
Unrecognized
Actuarial Gain 2,400 --
Accrued
Postretirement Liability $18,200 16,900
The components of the net periodic postretirement benefit
cost are as follows:
1993 1992
In thousands of dollars
<S> <C> <C>
Service Cost $1,000 900
Interest Cost 1,500 1,400
Return on Plan Assets (200) (200)
Net Periodic Expense $2,300 2,100
Actuarial assumptions used to measure the postretirement benefit
cost are as follows:
1993 1992
<S> <C> <C>
Discount Rate 7.25% 8.0%
Healthcare Trend 12.9-5.0% 14.0-6.0%
Return on Plan Assets 5.5% 8.5%
Effects of increasing the healthcare trend rates by one
percentage point in each year are summarized below:
1993 1992
In thousands of dollars
<S> <C> <C>
Increase Accumulated Postretirement
Benefit Obligation by $4,500 3,100
Increase Postretirement
Benefit Cost by 800 700
Postretirement expenses were $700,000 for 1991 on a
"pay as you go" basis.
</TABLE>
<PAGE>
Report of Independent Auditors
To the Stockholders and Board of Directors
of the Wm. Wrigley Jr. Company
We have audited the accompanying consolidated balance sheet of
Wm. Wrigley Jr. Company and wholly owned associated companies
at December 31, 1993 and 1992, and the related statements of
consolidated earnings and retained earnings and consolidated cash
flows for each of the three years in the period ended
December 31, 1993. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Wm. Wrigley Jr. Company and wholly owned
associated companies at December 31, 1993 and 1992, and the
consolidated results of their operations and cash flows for each
of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
As discussed in accounting policies and notes to consolidated
financial statements, in 1992 the Company changed its method of
accounting for postretirement benefits other than pensions to
comply with Statement of Financial Accounting Standards (SFAS)
No. 106 and changed its method of accounting for income taxes to
comply with SFAS No. 109.
Ernst & Young
Chicago, Illinois
January 31, 1994
<PAGE>
<TABLE>
Selected Five Year Financial Data
Wm. Wrigley Jr. Company and Wholly Owned Associated Companies
1993 1992 1991 1990 1989
In thousands of dollars except for per share amounts
<S> <C> <C> <C> <C> <C>
Operating Data
Net Sales $1,428,504 1,286,921 1,148,875 1,110,639 992,853
Cost of Sales 617,156 572,468 507,795 508,957 451,773
Income Taxes 103,944 83,730 79,362 70,897 64,277
Earnings before cumulative
effect of accounting
changes 174,891 148,573 128,652 117,362 106,149
-- Per Share of Common
Stock 1.50 1.27 1.09 1.00 .90
Net Earnings 174,891 141,295 128,652 117,362 106,149
-- Per Share of Common
Stock 1.50 1.21 1.09 1.00 .90
Dividends Paid 87,344 72,511 64,609 58,060 53,506
-- Per Share of Common
Stock .75 .62 .55 .49 .45
-- As a Percent of Net
Earnings 50% 51% 50% 49% 50%
Dividends Declared
Per Share of Common Stock .75 .63 .55 .51 .47
Average Shares Outstanding
(000) 116,511 117,055 117,517 117,743 118,035
Other Financial Data
Total Property, Plant and
Equipment (Net) $239,868 222,137 201,386 188,959 171,951
Total Assets 815,324 711,372 625,074 563,665 498,624
Working Capital 343,132 299,149 276,047 229,735 186,588
Stockholders' Equity 575,182 498,935 463,399 401,386 342,994
Return on Average Equity 32.6% 29.4% 29.8% 31.5% 32.6%
Stockholders at Close
of Year 18,567 14,546 11,086 10,497 10,218
Employees at Close of Year6,700 6,400 6,250 5,850 5,750
Market Price of Stock--High46 1/8 39 7/8 27 19 3/4 17 11/12
--Low29 1/2 22 1/8 16 3/8 14 7/12 11 5/6
</TABLE>
<PAGE>
Quarterly Data
Wm. Wrigley Jr. Company and Wholly Owned Associated Companies
Consolidated Results
Cost Net Earnings
Net Of Per
Sales Sales Amount Share
In thousands of dollars except for per share amounts
1993
First Quarter $ 332,333 145,113 42,360 .36
Second Quarter 386,167 165,301 53,560 .46
Third Quarter 360,541 153,679 49,114 .42
Fourth Quarter 349,463 153,063 29,857 .26
Total $1,428,504 617,156 174,891 1.50
1992
First Quarter $ 308,693 134,173 29,807 .26
Second Quarter 339,956 145,944 44,770 .38
Third Quarter 336,579 150,609 41,302 .35
Fourth Quarter 301,693 141,742 25,416 .22
Total $1,286,921 572,468 141,295 1.21
Net earnings for the first quarter 1992 were restated in 1992 to
reflect the adoption of SFAS No. 106 and SFAS No. 109, which
resulted in a cumulative catch up adjustment of ($7,278,000)
after tax or ($.06) per share.
Market Prices
Although there is no established public trading market for the
Class B Common Stock, these shares are at all times convertible
into shares of Common Stock on a one-for-one basis and are
entitled to identical dividend payments.
The Common Stock of the Company is listed and traded on the
New York Stock Exchange. The table below presents the high and
low sales prices for the two most recent years.
1993 1992
High Low High Low
First Quarter $34 7/8 29 1/2 28 17/24 22 1/6
Second Quarter 36 1/4 30 1/8 25 7/24 22 1/8
Third Quarter 45 1/2 31 3/8 37 7/8 25 1/4
Fourth Quarter 46 1/8 41 1/4 39 7/8 31 5/8
Dividends
The following table indicates the breakdown of dividends declared
per share of Common Stock and Class B Common Stock for the two
most recent years.
1993 1992
Regular Extra Total Regular Extra Total
First Quarter $.10 .10 .08 .08
Second Quarter .10 .10 .08 .08
Third Quarter .10 .10 .10 .10
Fourth Quarter .10 .35 .45 .10 .27 .37
Total $.40 .35 .75 .36 .27 .63
<PAGE>
Management's Discussion and Analysis of Results of
Operations and Financial Condition
Results of Operations
Net Sales
Consolidated net sales for 1993 increased $141,583,000 or 11%
from 1992's level which was up $138,046,000 or 12% from 1991.
Net sales for both 1993 and 1992 were favorably affected by
higher unit volume and to a lesser extent, by selected selling
price increases. Net sales in 1993 were decreased by translating
foreign currency sales to U.S. dollars at notably lower average
foreign currency rates. In 1992, translation slightly increased
reported sales due to somewhat higher average foreign currency
rates than in 1991.
Consolidated unit volume of Wrigley brands increased over
13% in 1993 from 1992's shipments, which were up 7% from 1991.
Sugarfree chewing gum continued to make a significant
contribution to volume gains in both years. Selected selling
price changes increased net sales about 2% in both 1993 and 1992.
U.S. unit volume of Wrigley brands increased 6% in 1993 from
1992 which was up 3% over 1991. Unit volume of Extra@ was the
largest contributor to the gains in both 1993 and 1992. The gain
in 1993 was further enhanced by more shipments of established
brands' Value Priced 5-stick packages.
International unit volume increased 23% in 1993 from 1992
which increased 13% from 1991. Higher European customer
shipments mainly in Eastern Europe, the U.K. and Germany
accounted for two-thirds of the gain in 1993. Other notable
volume gains in 1993 were from Mexico, the Philippines, China and
Australia. The 1992 shipment increase from 1991 came mainly from
gains in the U.K., Eastern Europe, Germany, the Philippines and
China.
At Amurol Products Company, the largest domestic associated
company, 1993 unit sales increased 12% from 1992 which was up
about 14% from 1991. Export shipments were a notable portion of
the volume gains for both years.
Investment and Other Income
Consolidated investment and other income decreased $2,408,000 or
17% in 1993 from 1992. This decline was essentially due to the
1992 sale of vacant land in the U.S. not recurring in 1993. The
1992 increase from 1991 was $3,458,000 or 32%, mainly from the
sale of vacant land noted above.
Cost of Sales and Gross Profit
Consolidated cost of sales increased $44,688,000 or nearly 8% in
1993 from 1992. Most of this increase was from the higher
worldwide sales volume. The increase was partially offset by
translation of foreign currency cost of sales at lower average
exchange rates. Consolidated cost of sales increased $64,673,000
or nearly 13% in 1992 from 1991. Most of this increase was from
the higher worldwide sales volume including more sugarfree
products.
Consolidated gross profit in 1993 was $811,348,000, an
increase of $96,895,000 or over 13% from 1992 which had increased
$73,373,000 or 11% from 1991. The consolidated gross profit
margin on net sales was 56.8% for 1993, 55.5% for 1992 and 55.8%
for 1991. Lower unit product costs contributed to the margin
improvement in 1993.
<PAGE>
Selling, Distribution and
General Administrative
Expenses
Consolidated selling, distribution and general administrative
expenses increased $47,621,000 or nearly 10% in 1993 from 1992
which was up $52,748,000 or almost 12% from 1991. Foreign
currency translation affects these reported figures. When
expressed in local currencies, total selling, distribution, and
general administrative expenses were up nearly 15% in 1993 and
nearly 11% in 1992. Worldwide selling and marketing related
expenditures were a major factor in the increase each year.
As a percentage of consolidated net sales, these expenses
have been as follows:
<TABLE>
1993 1992 1991
<S> <C> <C> <C>
Selling and Marketing 25.9% 26.6% 26.8%
Distribution and
General Administrative 12.1% 11.9% 11.7%
38.0% 38.5% 38.5%
</TABLE>
Income Taxes
The effective consolidated income tax rate was 37.3% in 1993,
36.0% in 1992 and 38.2% in 1991. The effective rate increase in
1993 reflects the legislated U.S. corporate rate change to 35%
from 34% for the year. The effective rate decrease in 1992 from
1991 was mainly due to the use of accumulated foreign tax credits
against U.S. income taxes. Income taxes in 1993 increased
$20,214,000 or 24% from 1992 which increased $4,368,000 or nearly
6% from the prior year.
Net Earnings
In 1992 the Company adopted SFAS No. 106 "Accounting for
Postretirement Benefits Other than Pensions" and SFAS No. 109
"Accounting for Income Taxes." The cumulative effect of adopting
these accounting standards lowered 1992 consolidated earnings by
the one-time charge of $7,278,000 or $.06 per share.
<TABLE>
Year-to-year comparisons are as follows:
Cumulative Effect Increase From Prior Year
of 1992 Amount Per Share
Accounting Changes $000 % $ %
<S> <C> <C> <C> <C>
Excluded:
1993 from 1992 26,318 18% 0.23 18%
1992 from 1991 19,921 16% 0.18 16%
Included:
1993 from 1992 33,596 24% 0.29 24%
1992 from 1991 12,643 10% 0.12 11%
</TABLE>
Liquidity and Capital Resources
Common Stock Purchases
The Company paid out $15,077,000 in 1993, $17,579,000 in 1992 and
$3,318,000 in 1991 from internal cash to acquire 450,000, 671,000
and 162,000 shares of its Common Stock, respectively, in each
year. The Company remained in a strong financial position after
these notable disbursements. Further purchases of Common Stock
in 1994 are also likely to be from internally generated funds.
Current Ratio
The Company has maintained a strong financial position with a
current ratio (current assets divided by current liabilities) in
excess of 3 to 1 for the periods under discussion (1991-1993).
Additions to Property,
Plant and Equipment
Capital expenditures for 1993 decreased from 1992 by $3,587,000
or 5%, and 1992 capital expenditures exceeded 1991 by $21,447,000
or 47%. These expenditures were funded from the Company's
operations and internal sources. Additions to property, plant
and equipment in 1994 are likely to exceed 1993 expenditures and
are also expected to be funded from internal sources including
the proceeds from the sale of real estate holdings in Singapore.
<PAGE>
Nonfinancial Information
<PAGE>
Wm. Wrigley Jr. Company
Committees of
The Board of Directors
Audit
Irving Seaman, Jr.
Chairman
Charles F. Allison III
Lee Phillip Bell
Richard K. Smucker
Compensation
Joseph H. Flom
Chairman
Charles F. Allison III
Robert P. Billingsley
Irving Seaman, Jr.
Nominating
Lee Phillip Bell
Chairman
Robert P. Billingsley
Richard K. Smucker
William Wrigley
President & Chief Executive Officer
Wm. Wrigley Jr. Company
R. Darrell Ewers
Executive Vice President
Wm. Wrigley Jr. Company
Richard K. Smucker
President
The J. M. Smucker Company
Charles F. Allison III
Senior Vice President
Booz, Allen & Hamilton
Joseph H. Flom
Partner
Skadden, Arps, Slate, Meagher & Flom
Irving Seaman, Jr.
Senior Consultant
Burson-Marsteller
<PAGE>
Board of Directors
Lee Phillip Bell
President
Bell-Phillip Television Productions
Gary E. Gardner
President & Chief Executive Officer
Soft Sheen Products
(Elected January 31, 1994)
William Wrigley, Jr.
Vice President
Wm. Wrigley Jr. Company
Robert P. Billingsley
Executive Vice President
WLD Enterprises
Penny Sue Pritzker
President
Classic Residence by Hyatt
(Elected January 31, 1994)
<PAGE>
Elected Officers--1993
William Wrigley
President & Chief Executive Officer
R. Darrell Ewers
Executive Vice President
Douglas S. Barrie
Group Vice President--International
Ronald O. Cox
Group Vice President--Marketing
John F. Bard
Senior Vice President
Martin J. Geraghty
Senior Vice President--Manufacturing
William Wrigley, Jr.
Vice President
Gary R. Bebee
Vice President--Customer Marketing
David E. Boxell
Vice President--Personnel
Anthony Cipollina
Vice President--Sales
(retired February 28, 1993)
J. E. Dy-Liacco
Vice President--International
Susan S. Fox
Vice President--Consumer Marketing
Philip G. Hamilton
Vice President--International
Jon Orving
Vice President--International
Dushan Petrovich
Vice President--Treasurer
Stefan Pfander
Vice President--International
Wm. M. Piet
Vice President--Corporate Affairs & Secretary
John A. Schafer
Vice President--Purchasing
Christafor E. Sundstrom
Vice President--Corporate Development
Donald E. Balster
Senior Director--U.S. Production
H. J. Kim
Senior Director--Engineering
Philip G. Schnell
Senior Director--Research & Development
John H. Sutton
General Manager--Converting Division
Dennis J. Yarbrough
Corporate Controller
<PAGE>
Corporate Facilities and Associated Companies--1993
Domestic Facilities
Corporate Offices
Wrigley Building
410 North Michigan Avenue
Chicago, Illinois 60611
Production Facilities
Chicago, Illinois
Gainesville, Georgia
Santa Cruz, California
Operating Wholly Owned Associated Companies
Domestic
Amurol Products Company*
Naperville, Illinois 60566
Four-Ten Corporation
Chicago, Illinois 60611
L. A. Dreyfus Company*
Edison, New Jersey 08820
Northwestern Flavors, Inc.*
West Chicago, Illinois 60185
International
The Wrigley Company Pty. Limited*
Sydney, Australia
Wrigley Austria Ges.m.b.H.*
Salzburg, Austria
Wrigley Canada Inc.*
Don Mills, Ontario, Canada
Wrigley Chewing Gum Company LTD.*
Guangzhou, Guangdong,
People's Republic of China
Wrigley s.r.o.
Prague, Czech Republic
The Wrigley Company Limited*
Plymouth, England, U.K.
Oy Wrigley Scandinavia Ab
Turku, Finland
Wrigley S.A.*
Biesheim, France
Wrigley G.m.b.H.
Munich, Germany
Wrigley N.V.
Amsterdam, Holland
The Wrigley Company (H.K.) Limited
Hong Kong, B.C.C.
Wrigley Hungaria, Ltd.
Budapest, Hungary
Wrigley India Private Limited
New Delhi, India
Wrigley & Company, Ltd., Japan
Tokyo, Japan
The Wrigley Company (East Africa) Limited*
Nairobi, Kenya
The Wrigley Company (Malaysia) Limited
Kuala Lumpur, Malaysia
The Wrigley Company (N.Z.) Limited
Auckland, New Zealand
Wrigley Scandinavia AS
Oslo, Norway
The Wrigley Company (P.N.G). Pty. Ltd.
Port Moresby, Papua, New Guinea
Wrigley Philippines, Inc.*
Pasig, Metro Manila, Philippines
Wrigley Poland Sp zo.o
Poznan, Poland
Malayan Guttas Private Limited**
Singapore
Wrigley d.o.o.
Ljubljana, Slovenia
Wrigley Co., S.A.
Santa Cruz de Tenerife
Canary Islands, Spain
Wrigley Scandinavia AB
Stockholm, Sweden
Wrigley Taiwan, Limited*
Taipei, Taiwan, R.O.C.
* Denotes production facility.
** In liquidation.
<PAGE>
Stockholder Information
Stockholder Inquiries
Any inquiries about your Wrigley stockholdings should be directed
to:
Stockholder Relations
Wm. Wrigley Jr. Company
410 North Michigan Avenue
Chicago, Illinois 60611
1-800-824-9681
Capital Stock
Common Stock of the Wm. Wrigley Jr. Company is traded on the New
York Stock Exchange. The Company's symbol is WWY.
Class B Common Stock, issued to stockholders of record on
April 4, 1986, has restricted transferability and is not traded
on the New York Stock Exchange. It is at all times convertible,
on a share-for-share basis, into Common Stock and once converted
is freely transferable and publicly traded. Class B Common Stock
also has the same rights as Common Stock with respect to cash
dividends and treatment upon liquidation.
Dividends
Regular quarterly dividends are paid in advance on the first
business day of February, May, August, and November with the
record date for each payment falling on or about the 15th of the
prior month. The Company also has a long history of paying
"extra" dividends. In recent years, a single "extra" dividend
has been paid on December 31.
Dividend Reinvestment Plan
The Dividend Reinvestment Plan (DRP) is open to all stockholders
of record. The Plan is administered by the Company and uses cash
dividends on both Common Stock and Class B Common Stock, along
with voluntary cash contributions, to purchase additional shares
of Common Stock. Cash contributions can be made monthly for a
minimum of $50 and a maximum of $5,000. The Company pays all
brokerage and administrative costs associated with the DRP.
All shares purchased through the Plan are retained in a DRP
account, so there are no certificates that could be lost,
misplaced, or stolen. Additionally, once a DRP account is
established, a participant can deposit any Wrigley stock
certificates held outside the Plan into the account for
safekeeping.
Just over 8,800 or 47.4% of the Company's stockholders of
record currently participate in the DRP. A brochure fully
describing the Plan and its enrollment procedure is available
upon request.
Direct Dividend Deposit
Service
The Direct Dividend Deposit Service allows stockholders to
receive cash dividends through automatic deposits into their
checking or savings account.
Stock Certificates
For security and tax purposes, stockholders should keep a record
of all of their stock certificates. The record should be kept in
a separate place from the certificates themselves and should
contain the following information for each certificate: exact
name of registration, number of shares, certificate number, date
of certificate, and the original cost of the shares.
If a stock certificate is lost or stolen, notification
should be sent to the Company immediately. The transfer agent
has two requirements to be met before a new certificate will be
issued -- a completed affidavit and payment for an indemnity bond
based on the current market value of the lost or stolen stock.
The replacement of a certificate will take about a week to ten
days. Even if a certificate is lost or stolen, the stockholder
will continue to receive dividends on those shares while the new
certificate is being issued.
A transfer of stock is required when the shares are sold or
when there is any change in name or ownership of the stock. A
transfer of stock can be initiated by completing and signing the
appropriate assignment form on the reverse side of the
certificate and forwarding the certificate to the Company or its
transfer agent. To be accepted for transfer, the stockholder's
signature on the certificate or stock power must be guaranteed by
an Eligible Guarantor Institution such as a commercial bank,
trust company, securities broker/dealer, credit union, or savings
association participating in a Medallion program approved by the
Securities Transfer Association. A verification by a notary
public is not sufficient. Anytime a certificate is mailed, it
should be sent registered mail, return receipt requested.
Consolidation of Multiple
Accounts
To avoid receiving duplicate mailings, stockholders with more
than one Wrigley account may want to consolidate their shares.
For more information, please contact the Company.
Form 10-K
A copy of the Company's 1993 annual report to the Securities and
Exchange Commission on Form 10-K will be provided without charge
to any stockholder of record submitting a written request. Such
requests should be addressed to Stockholder Relations at the main
office of the Company. It is expected that the report will be
available on or about April 1, 1994.
Transfer Agent and Registrar
The First Chicago Trust Company of New York
14 Wall Street, Suite 4680
New York, New York 10005
1-800-446-2617
<PAGE>
Parents and Subsidiaries of Registrant
State or
Country
Name of Company of Corporation
Wm. Wrigley Jr. Company.......................... Delaware
Companies included in consolidation-all 100% owned
by Parent Company:
Northwestern Flavors, Inc....................... Illinois
L.A. Dreyfus Company............................ New York
Four-Ten Corporation............................ Illinois
Amurol Products Company......................... Illinois
Wrigley Canada Inc.............................. Canada
Wrigley (Cayman) Ltd............................ Cayman Islands
The Wrigley Company Limited..................... England
The Wrigley Company Pty. Limited................ Australia
The Wrigley Company (N.Z.) Limited.............. New Zealand
Malayan Guttas Private Limited.................. Singapore*
Wrigley GmbH.................................... West Germany
Wrigley Hungaria, Kft........................... Hungary
Wrigley India Private Limited................... India
Wrigley N.V..................................... The Netherlands
Wrigley Philippines Inc......................... Philippines
Wrigley S.A..................................... France
Wrigley Austria Ges.m.b.H....................... Austria
Wrigley Chewing Gum Co. Ltd..................... People's
Republic
of China
The Wrigley Company (H.K.) Limited.............. Hong Kong
The Wrigley Company (E.A.) Ltd.................. Kenya
Wrigley Co. S.A................................. Spain
Wrigley & Company Ltd. Japan.................... Japan
Wrigley Taiwan Limited.......................... Republic of
China
Wrigley Malaysia Sdn Berhad..................... Malaysia
Wrigley d.o.o................................... Slovenia
Wrigley s.r.o................................... Czech Republic
Wrigley Poland Spolka zo.o...................... Poland
Companies included in consolidation which are owned
by wholly-owned associated companies of the Parent
Company:
100% owned by The Wrigley Company Limited, England-
Wrigley Scandinavia AB..................... Sweden
100% owned by Wrigley Scandinavia, AB, Sweden-
OY Wrigley Scandinavia, AB................. Finland
Wrigley Scandinavia, AS.................... Norway
The Wrigley Company (P.N.G.) Pty. Ltd. New Guinea
*In liquidation.
NOTE: The list above excludes 100% owned subsidiaries which
are primarily inactive and taken singly, or as a group, do not
constitute significant subsidiaries.
William Wrigley, President, Chief Executive Officer, and a
director of the Company, may be deemed to be a "Parent" of the
Wm. Wrigley Jr. Company under the rules and regulations
promulgated by the Securities and Exchange Commission.
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of the Wm.
Wrigley Jr. Company hereby severally constitute and appoint
William Wrigley, Irving Seaman, Jr. and Wm. M. Piet, or any of
them singly, our true and lawful attorneys and agents with full
power to them and each of them singly, to sign for us in our
names in the capacities indicated below the Form 10-K Report of
the Wm. Wrigley Jr. Company for the fiscal year ended December
31, 1993, and any and all amendments thereto, to file the same,
with all exhibits thereto and documents therewith, with the
Securities and Exchange Commission, hereby granting to such
attorneys and agents, and each of them, full power of
substitution and revocation in the premises, and generally to do
all such things in our name and behalf in our capacities as
officers and directors to enable the Wm. Wrigley Jr. Company to
comply with the provisions of the Securities Exchange Act of
1934, and all regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming our
signatures as they may be signed by our attorneys, or any one of
them, to said Form 10-K Report, and any and all amendments
thereto, and all that said attorneys and agents, or any of them
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned have hereunto executed
the Power of Attorney this 8th day of March, 1994.
William Wrigley John F. Bard
President, Chief Executive Senior Vice President
Officer, Director (Principal Financial Officer)
Dennis J. Yarbrough
Corporate Controller
(Principal Accounting Officer)
Charles F. Allison III Lee Phillip Bell
Director Director
Robert P. Billingsley R. Darrell Ewers
Director Director
Gary E. Gardner Penny Sue Pritzker
Director Director
Richard K. Smucker William Wrigley, Jr.
Director Director
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, , a Notary Public in and for said
County, in the aforesaid State, DO HEREBY CERTIFY that the
above-named directors and officers of the Wm. Wrigley Jr.
Company, personally known to me to be the same persons whose
names are subscribed to the foregoing instruments, appeared
before me this day in person, and severally acknowledged that
they signed and delivered the said instrument as their free and
voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 8th day of March,
1994.
Notary Public
My Commission Expires:
