<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ 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, 1995
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:
<PAGE>
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 Regulation 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 March 13, 1996, there were outstanding 91,616,728 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 $3,681,880,010. As of March 13, 1996, there were
outstanding 24,603,761 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 March 13, 1996 (based upon the closing price of the stock on the
New York Stock Exchange on such date) would have been approximately
$4,171,371,865. 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 6, 1996, for the March 6, 1996 Annual
Meeting of Stockholders and of the 1995 Annual Report to
Stockholders are incorporated by reference into portions of Parts
I, II, III and IV of this Report.
<PAGE>
PART I
Item 1. Business
(a) General Development of Business.
(1) General information. From 1891 to 1903, the Company was
operated as a partnership until its incorporation in Illinois as
Wm. Wrigley, Jr. & Co. in December, 1903. In November, 1910, the
Company was reincorporated under West Virginia law as Wm. Wrigley
Jr. Company, and in October, 1927, was reincorporated under
Delaware law.
Throughout its history, the Company has concentrated on one
principal line of business: the manufacturing and marketing of
quality chewing gum products.
(2) Not applicable.
(b) Financial Information About Industry Segments.
The Company's principal business of manufacturing and selling
chewing gum constitutes more than 90% of its consolidated worldwide
sales and revenues. All other businesses constitute less than 10%
of its consolidated revenues, operating profit and identifiable
assets.
(c) Narrative Description of Business.
(1) Business conducted. Following is a description of the
business conducted and intended to be conducted by the Company and
its wholly-owned associated companies (the Company):
(i) Principal products, markets and methods of
distribution. The Company's principal business is the
manufacture and sale of chewing gum, both in the United States
and abroad.
The Company's brands manufactured and available in the
United States are: WRIGLEY'S SPEARMINT, DOUBLEMINT, JUICY
FRUIT, BIG RED and WINTERFRESH which account for a majority of
the Company's sales volume; FREEDENT, a specially formulated
chewing gum which does not stick to most types of dental work,
available in three flavors; and EXTRA sugarfree chewing gum,
containing NUTRASWEET brand sweetener, available in four
flavors and as bubble gum.
Except for BIG RED, which has limited availability
overseas, and WINTERFRESH, which is not distributed overseas
as a brand, these Wrigley brands are also commonly available
in many international markets. Additional brands manufactured
and marketed abroad are: ARROWMINT, COOL CRUNCH, DULCE 16,
JUICY FRUIT and P.K, chewing gums in sugar coated pellet form,
FREEDENT and ORBIT sugarfree gums in various flavors,
sugarfree WRIGLEY'S SPEARMINT, DOUBLEMINT AND JUICY FRUIT and
HUBBA BUBBA in various flavors, BIG BOY, and BIG G, all bubble
gum products.
<PAGE>
The Company's ten largest markets outside of the United
States in 1995 were Australia, Canada, Czech and Slovak
Republics, China, France, Germany, Philippines, Russia, Taiwan
and the United Kingdom.
Finished chewing gum is manufactured in four factories in
the United States and eleven factories in other countries.
Three domestic wholly owned associated companies manufacture
products other than finished chewing gum. Amurol Confections
Company, in addition to manufacturing and marketing children's
bubble gum items including BIG LEAGUE CHEW, BUBBLE TAPE and
other uniquely packaged confections, also has various non-gum
items, such as a line of suckers, dextrose candy, liquid gel
candy and hard roll candies as an important part of its total
business. Amurol is also developing export markets, currently
the largest being Canada, Brazil and Japan. The principal
business of the L.A. Dreyfus Company is the production of
chewing gum base, at one domestic and one overseas factory,
for the parent and wholly owned associated companies, and for
other manufacturers of chewing gum and specialty gum products
in the United States and abroad. Northwestern Flavors, Inc.
processes flavorings and rectifies mint oil for the parent and
associated companies and, as a small portion of its business,
also manufactures flavorings and other ingredients for
food-related industries.
In 1979, the Company organized its domestic converting
operations, under the name of Wrico Packaging Division, as a
separate operating unit of the Company. This division was
created to help further the Company's capability to produce
improved packaging materials. Currently, Wrico produces about
35% of the Company's domestic printed and other wrapping
supplies.
The Company markets chewing gum primarily through
wholesalers, corporate chains and cooperative buying groups
that distribute the product through retail outlets.
Additional direct customers are vending distributors,
concessionaires and other established customers purchasing in
wholesale quantities. Customer orders are usually received by
mail or telephone and are shipped by truck from factory
warehouses or leased warehousing facilities. Consumer
purchases at the retail level are generated primarily through
the Company's advertisements on television and radio, and in
newspapers and magazines.
(ii) New products. In overseas markets, a variety of
sugarfree products were introduced or added to existing
product lines in 1995. Sugarfree WRIGLEY'S SPEARMINT,
DOUBLEMINT AND JUICY FRUIT were introduced in Russia, Ukraine
and Croatia in stick form. In East Europe EXTRA in mentholmint
flavored tab form and ORBIT WINTERFRESH in stick form were
introduced in many markets. In Australia, New Zealand, the
Middle East and Egypt EXTRA in spearmint and peppermint
flavors in pellet form were introduced. EXTRA pellet in
chlorophyll, fruit and menthol flavors were added to the
product line in France, and in cherry and peach flavors in tab
form in Canada. EXTRA, in spearmint and peppermint flavors
and EXTRA WINTERFRESH in stick form were introduced in Taiwan
and in chlorophyll and menthol flavors in Belgium. ORBIT
pellets in peppermint and fruit flavors were introduced in
Scandinavia and Israel and in peppermint and menthol flavors
in Spain.
(iii) Sources and availability of raw materials.
Natural and synthetic raw materials blended to make chewing
gum base are readily available from private contractors and in
the open market.
Sugar, corn syrup, flavoring oils and aspartame are
obtained in the open market, or under contracts, from
suppliers in various countries. All other ingredients and
necessary packaging materials are also purchased on the open
market and are readily available.
(iv) Patents and trademarks. The Company holds numerous
patents relating to packaging, manufacturing processes and
product formulas. Approximately a dozen patents relating to
product formula and sweetener encapsulation, primarily for
sugarfree gum, are deemed of material significance to the
Company. Most of these patents expire in the countries in
which they are registered at various times through the year
2015.
Trademarks are of material importance to the Company and
are registered and maintained for all brands of the Company's
chewing gum on a worldwide basis.
(v) Seasonality. On a consolidated basis, sales
normally are relatively consistent throughout the year,
although the combined second and third quarters generally
contribute more than half of the Company's sales.
(vi) Working capital items. Inventory requirements of
the Company are not materially affected by seasonal or other
factors. In general, the Company does not offer its customers
extended payment terms. The Company believes these conditions
are not materially different from those of its competitors.
(vii) Customers. The Company's products are distributed
through approximately 4,500 customers throughout the United
States alone. No single domestic or foreign customer accounts
for as much as 10% of consolidated sales or revenues.
(viii) Orders. It is the general custom of the
wholesale trade to purchase chewing gum requirements at
intervals of approximately ten days to two weeks to assure
fresh stocks and good turnover. Therefore, an order backlog
is of no significance to the chewing gum business.
(ix) Government business. The Company has no material
portion of its business which may be subject to renegotiation
of profits or termination of contracts at the election of the
Government.
<PAGE>
(x) Competitive conditions. The chewing gum market is
an intensely competitive one in the United States and in most
international markets. Though detailed figures are not
available, there are approximately 14 chewing gum
manufacturers in the United States. Outside sources estimate
that Wrigley brands account for approximately 50% of the total
chewing gum product unit sales in the United States. The
Company's principal competitors in the United States are the
Warner-Lambert Company and RJR Nabisco.
Wrigley brands are sold in over 120 countries and
territories, although in some cases these markets are
relatively small. In most international markets, there are
two or three major competitors and generally a half dozen or
more other companies competing for a share of the gum market
in each instance.
In all markets in which the Company distributes its
products, principal methods of competition are a combination
of competitive profit margins to the trade, superior quality,
brand recognition, product benefit and a fair consumer price.
(xi) Research and development. The Company has for many
years maintained an active in-house program, and has also
contracted outside services for developing and improving
Wrigley products, machinery and operations. In relation to
the Company's consolidated assets, revenues and aggregate
operating expenses, amounts expended in these areas during the
last three fiscal years have not been material.
(xii) Compliance with environmental laws. Compliance
with federal, state and local laws regulating the discharge of
materials into the environment, or otherwise relating to the
protection of the environment, has no material effect on
capital expenditures, earnings or the competitive position of
the Company.
(xiii) Employees. During 1995, the Company employed
approximately 7,300 persons worldwide.
(d) Financial Information About Foreign and Domestic
Operations and Export Sales.
Information concerning the Company's operations in
different geographic areas for the years ended December 31,
1995, 1994 and 1993 is hereby incorporated by reference from
the 1995 Annual Report to Stockholders, on page 19, under the
caption "Operations by Geographic Areas," and on page 25 under
the caption "Results of Operations."
<PAGE>
Item 2. Properties
The information below relates to the principal properties of
the Company which are primarily devoted to chewing gum production
or raw materials processing. The Company considers the properties
listed below to be in good condition, well maintained and suitable
to carry out the Company's business. All of the finished gum
factories listed below operated at least one full shift throughout
the year, all but one operated a substantial second shift and three
operated a third shift for much of the year. All properties are
owned in fee by the Company unless otherwise indicated. The
figures given in the table are approximate.
Floor Area
Property and Location (Square Feet)
FINISHED GUM FACTORIES
Chicago, Illinois............................... 1,255,700
Santa Cruz, California.......................... 385,500
Gainesville, Georgia............................ 461,000
Yorkville, Illinois............................. 225,000(a)
Asquith, N.S.W., Australia...................... 149,000
Salzburg, Austria............................... 22,600
Don Mills, Ont., Canada......................... 138,800
Plymouth, England............................... 302,000
Biesheim, France................................ 512,000
Nairobi, Kenya.................................. 35,000
Guangzhou, China, P.R.C ...................... 69,800(b)
Manila, Philippines .......................... 100,700(c)
Taipei, Taiwan, R.O.C........................... 62,300
Bangalore, India ............................... 30,700
Poznan, Poland ................................. 110,000
RAW MATERIALS PROCESSING FACTORIES
Edison, New Jersey.............................. 536,000
West Chicago, Illinois.......................... 40,300
Biesheim, France................................ 76,000
OFFICE BUILDING
Wrigley Building, Chicago, Illinois .......... 453,400(d)
<PAGE>
(a) Does not include a 170,000 square foot warehouse facility
located in West Naperville, Illinois.
(b) In China, the Company has a 50 year lease with the
Guangzhou Economic Technological Development Zone for the land upon
which the factory is located.
(c) In the Philippines, the Laurel-Langley Agreement expired
on May 27, 1975 and, under the terms of the Philippine
Constitution, foreign firms were required to divest themselves of
their land sites (but not the structures or improvements thereon).
Consequently, in December, 1975, Wrigley Philippines, Inc. donated
its land site, but not the buildings thereon, by deed to the
Philippine Rural Reconstruction Movement, a non-stock, non-profit
organization with no government affiliation, on a lease-back
arrangement for a 25-year term with an option to renew for an
additional 25 years.
(d) This building is the Company's principal
non-manufacturing property and houses the offices of the Company's
corporate headquarters. In 1995, the Company's offices occupied
approximately 132,000 of the 453,400 square feet of rentable space
in the building.
In the case of each factory listed above, there are also
included some offices and warehouse facilities. Also, the Company
maintains branch sales offices and warehouse facilities in the
United States and abroad.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Executive Officers of the Registrant
All elected officer positions are held for a one-year term.
The positions and ages listed below are as of December 31, 1995.
There were no arrangements or understandings between any of the
officers and any other person(s) pursuant to which such officers
were elected.
<PAGE>
<TABLE>
<S> <C> <C>
Effective
Name and Age Position(s) with Registrant Date(s)
William Wrigley, 62 President and Chief Executive Officer since 1961
R. Darrell Ewers, 62(a) Executive Vice President 1984-1995
Douglas S. Barrie, 62 Group Vice President-International since 1984
Ronald O. Cox, 57 Group Vice President-Marketing since 1985
John F. Bard, 54(b) Senior Vice President since 1991
Martin J. Geraghty, 59 Senior Vice President-Manufacturing since 1989
William Wrigley, Jr., 32 Vice President since 1991
Assistant to the President 1985-1992
Donald E. Balster, 51 Vice President-Production since 1994
Senior Director-U.S. Production 1991- 1994
Director-Manufacturing Administration 1990-1991
Gary Bebee, 49 Vice President-Customer Marketing since 1993
Assistant Vice President-Marketing 1989-1993
David E. Boxell, 54 Vice President-Personnel since 1992
Assistant Vice President-Personnel 1980-1992
Susan S. Fox, 37 Vice President-Consumer Marketing since 1993
Assistant Vice President-Marketing 1989-1993
H. J. Shaun Kim, 52 Vice President-Engineering since 1994
Senior Director-Engineering 1988-1994
Dushan Petrovich, 42 Vice President-Treasurer since 1993
Treasurer 1992
Associate Treasurer 1991
Corporate Accounting and
Control Manager 1986-1990
Wm. M. Piet, 52 Vice President-Corporate Affairs since 1988
Corporate Secretary since 1984
Assistant to the President Since 1995
John A. Schafer, 55 Vice President-Purchasing since 1991
Assistant Vice President-Purchasing 1985-1991
Philip G. Schnell, 52 Vice President-Research & Development since 1994
Senior Director-Research &
Development 1988-1994
Christafor E. Sundstrom, 47 Vice President-Corporate Development since 1988
Jaime E. Dy-Liacco, 64 Vice President-International since 1980
President-Wrigley & Co., Ltd., Japan since 1981
President-Wrigley Philippines, Inc. since 1981
Philip G. Hamilton, 55 Vice President-International since 1993
Managing Director, The Wrigley
Company Limited, England since 1986
Jon Orving, 46 Vice President-International since 1993
Managing Director, Wrigley
Scandinavia AB, Sweden since 1983
Stefan Pfander, 52 Vice President-International since 1992
Co-Managing Director of Wrigley
GmbH, Munich, Germany since 1981
Dennis R. Mally, 54(c) Senior Director-Information Services since 1995
Director-Information Service s 1993-1994
Philip C. Johnson, 50 Senior Director, Benefits &
Compensation since 1995
Assistant Vice President-Personnel 1991-1995
John H. Sutton, 64 General Manager-Converting Division since 1979
Dennis J. Yarbrough, 52 Corporate Controller since 1981
</TABLE>
<PAGE>
At the meeting of the Board of Directors immediately following
the annual stockholders' meeting of March 6, 1996, all officers set
forth in the schedule above were re-elected for a one-year term to
their positions in the Company except Mr. Ewers. Additionally, the
titles of Messrs. Barrie and Cox were each changed to Group Vice
President from Group Vice President-International and Group Vice
President-Marketing, respectively.
(a) Mr. Ewers retired as Executive Vice President on August
31, 1995.
(b) Mr. Bard joined the Company in January 1991. He
previously served as President and Chief Operating Officer and as
a Director of Tambrands, Inc. of Lake Success, New York, having
joined that company in 1985 as Executive Vice President.
(c) Mr. Mally joined the Company in 1993 assuming
responsibility for the Company's worldwide information systems.
Before joining the Company, from 1989 to 1991 Mr. Mally was Vice
President Business Operations with The Cross Company in Fraser,
Michigan, a manufacturer of metal cutting and assembly machines.
Following the 1991 acquisition of The Cross Company by Giddings &
Lewis, Mr. Mally served as Vice President Systems and Quality of
its Integrated Automation Division in Fraser, Michigan.
PART II
Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters
At December 31, 1995, the Company had two classes of stock
outstanding: Common Stock, listed on both the New York and Midwest
Stock Exchanges, and Class B Common Stock, for which there is no
trading market. Shares of the Class B Common Stock were issued by
the Company on April 11, 1986 to stockholders of record on April 4,
1986. Class B Common Stock is entitled to ten votes per share, is
subject to restrictions on transfer or other disposition and is at
all times convertible, on a share-for-share basis, into shares of
Common Stock.
As of March 13, 1996 there were 30,566 stockholders of record
holding Common Stock and 4,684 stockholders of record holding Class
B Common Stock. Regular quarterly dividends and any extra cash
dividends as may be deemed appropriate, which are identical on both
Common Stock and Class B Common Stock, are declared at scheduled
meetings of the Board of Directors and announced immediately upon
declaration. Information regarding the high and low quarterly
sales prices for the Common Stock on the New York Stock Exchange,
and dividends declared per share on a quarterly basis for both
classes of stock, is hereby incorporated by reference from the
Company's 1995 Annual Report to Stockholders, on page 24, under the
captions "Market Prices" and "Dividends."
<PAGE>
Item 6. Selected Financial Data
Summaries of selected financial data for the Company and
discussions of accounting changes which materially affect the
comparability of the selected financial data are hereby
incorporated by reference for the five-year period 1991 through
1995 from the Company's 1995 Annual Report to Stockholders under
the following captions and page numbers: "Operating Data" and
"Other Financial Data", on pages 22 and 23; "Income Taxes", on page
26; and "Postretirement Benefits", on page 18.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Management's discussion and analysis of results of operations
and financial condition, including a discussion of liquidity and
capital resources, is hereby incorporated by reference from the
Company's 1995 Annual Report to Stockholders, on pages 25 and 26.
Item 8. Financial Statements and Supplementary Data
Consolidated financial statements of the Company at December
31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995, accounting policies and notes to
consolidated financial statements, with the report of independent
auditors, and selected unaudited quarterly data -- consolidated
results for the years ended December 31, 1995 and 1994 are hereby
incorporated by reference from the Company's 1995 Annual Report to
Stockholders, on pages 8 through 21 and 24, respectively.
Item 9. Changes in and Disagreements with Accountants on
Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding directors and nominees for directorship
is incorporated herein by reference from the Company's definitive
Proxy Statement, dated February 6, 1996, for the Annual Meeting of
Stockholders on March 6, 1996, on pages 3 through 5, under the
caption "Election of Directors". For information concerning the
Company's executive officers, see "Executive Officers of the
Registrant " set forth in Part I hereof.
Information regarding disclosure of late filers pursuant to
Item 405 of Regulation S-K is incorporated herein by reference from
the Company's definitive Proxy Statement dated February 6, 1996,
for the Annual Meeting of Stockholders on March 6, 1996, on page 22
under the caption "Compliance with Section 16(a) of the Exchange
Act."
<PAGE>
Item 11. Executive Compensation
Information regarding the compensation of directors and
executive officers is incorporated herein by reference from the
Company's definitive Proxy Statement, dated February 6, 1996, for
the Annual Meeting of Stockholders on March 6, 1996, on pages 9,
and 13 through 21 under the general captions "Compensation of
Directors" and "Executive Compensation", respectively.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Information regarding security ownership of certain beneficial
owners, of all directors and nominees, of the named executive
officers, and of directors and executive officers as a group, is
hereby incorporated by reference from the Company's definitive
Proxy Statement, dated February 6, 1996, for the Annual Meeting of
Stockholders on March 6, 1996, on pages 6, 7 and 8 under the
captions "Security Ownership of Directors and Executive Officers"
and "Security Ownership of Certain Beneficial Owners."
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related
transactions is hereby incorporated by reference from the Company's
definitive Proxy Statement, dated February 6, 1996, for the Annual
Meeting of Stockholders on March 6, 1996 under the following
captions and page numbers: "Election of Directors", on page 5,
regarding Mr. William Wrigley and Mr. William Wrigley, Jr.;
"Security Ownership of Certain Beneficial Owners", on page 7 and 8,
regarding Mrs. Edna Jean Offield, Mr. James S. Offield and Mr.
Paxson H. Offield; "Compensation Committee Interlocks and Insider
Participation", on page 21, regarding Mr. William Wrigley; and
"Related Transactions", on page 21 and 22, regarding the Company's
purchase of stock from the Wrigley Memorial Garden Foundation.
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on
Form 8-K
(a) 1,2. Financial Statements and Financial Statement
Schedule
The data listed in the accompanying Index to Financial
Statements and Financial Statement Schedule, on page F-1 hereof, is
filed as part of this Report.
3. Exhibits
The exhibits listed in the accompanying Index to Exhibits, on
page F-3 hereof, are filed as part of this Report or are
incorporated by reference herein as indicated thereon.
(b) Not Applicable.
(c) See (a) 3 above.
(d) See (a) 1, 2 above.
<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 Form 10-K Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 28, 1996 WM. WRIGLEY JR. COMPANY
(Registrant)
By: /s/ JOHN F. BARD
John F. Bard
Senior Vice President
(Principal Financial
Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report on 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
Douglas S. Barrie
Director
Lee Phillip Bell
Director
Robert P. Billingsley
Director By/s/ WM. M. PIET
Gary E. Gardner Wm. M. Piet
Attorney-in-Fact
Director
Penny Pritzker Date: March 28, 1996
Director
Richard K. Smucker
Director
William Wrigley, Jr.
<PAGE>
Exhibit 23.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report
on Form 10-K of Wm. Wrigley Jr. Company of our report dated January
30, 1996, included in the 1995 Annual Report to Stockholders of Wm.
Wrigley Jr. Company.
Our audits also included the financial statement schedule of Wm.
Wrigley Jr. Company listed in item 14(a). This schedule is the
responsibility of the Company's management. Our responsibility is
to express an opinion based on our audits. In our opinion, the
financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth
therein.
We also consent to the incorporation by reference in the
Registration Statements (Form S-8 Nos. 33-43738 and 33-22788)
pertaining to the Special Investment and Savings Plan for Wrigley
Employees and the Wm. Wrigley Jr. Company Management Incentive
Plan, and in the related Prospectuses, of our report dated January
30, 1996, with respect to the consolidated financial statements and
consolidated financial statement schedule of Wm. Wrigley Jr.
Company included or incorporated by reference in this Annual Report
on Form 10-K for the year ended December 31, 1995.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Chicago, Illinois
March 28, 1996
<PAGE>
<TABLE>
WM. WRIGLEY JR. COMPANY
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a))
<CAPTION>
Reference
Form Annual Report
10-K to
Report Stockholders
<S> <C> <C>
Data incorporated by reference from the 1995 Annual Report
to Stockholders of Wm. Wrigley Jr. Company:
Consolidated balance sheet at December 31, 1995 and 1994........ 10-11
For the years ended December 31, 1995, 1994 and 1993:
Consolidated statement of earnings and retained earnings.... 8
Consolidated statement of cash flows........................ 9
Accounting policies and notes to consolidated financial
statements.................................................. 12-19
Consolidated financial statement schedules for the years ended
December 31, 1995, 1994 and 1993:
II. Valuation and qualifying accounts............................ F-2
</TABLE>
All other schedules are omitted since the required information
is not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is
included in the consolidated financial statements or accounting
policies and notes thereto.
With the exception of the pages listed in the above index and
the items referred to in Items, 1,5,6,7, and 8 of this Form 10-K
Report, the 1995 Annual Report to Stockholders is not to be deemed
filed as part of this report.
<PAGE>
<TABLE>
WM. WRIGLEY JR. COMPANY
Schedule II - Valuation and Qualifying Accounts
Years ended December 31, 1995, 1994 and 1993
(In Thousands)
<CAPTION>
Column A Column B Column C Column D Column E
Additions
<S> <C> <C> <C> <C> <C> <C>
Balance at Charged to Charged to
Beginning Costs and Other Accounts Deductions- Balance at
Description of Period Expenses Describe Describe(A) End of Period
1995:
Allowance for
doubtful accounts... 6,645 2,754 - 339 9,060
1994:
Allowance for
doubtful accounts... 4,407 2,578 - 340 6,645
1993:
Allowance for
doubtful accounts... 2,357 2,800 - 750 4,407
(A) Uncollectable accounts written-off, net of recoveries.
</TABLE>
<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 6,
1996, for the March 6, 1996 Annual Meeting of
Stockholders, is hereby incorporatedby reference.
3(a). Restated Certificate of Incorporation of the Registrant.
(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. (Incorporated by reference to
the Company's Form 10-K filed for the fiscal year ended
December 31, 1992.)
10(a)*. Non-Employee Directors' Death Benefit Plan.
(Incorporated by reference to the Company's Form 10-K
filed for the fiscal year ended December 31, 1994).
10(b)*. Senior Executive Insurance Plan.
10(c)*. Supplemental Retirement Plan. (Incorporated by reference
to the Company's Form 10-K filed for the fiscal year
ended December 31, 1994).
10(d)*. Deferred Compensation Plan for Non-Employee Directors, as
amended.
10(e)*. Non-Employee Directors' Stock Retirement Plan, as
amended.
10(f)*. 1995 Executive Incentive Compensation Plan.
10(g)*. Management Incentive Plan and the various programs
thereunder. (Incorporated by reference to the Company's
Form 10-K for the fiscal year ended December 31, 1994,
except for sub-item (i) to this Exhibit 10(g) which is
filed herewith, as amdended).
(i) Executive Incentive Compensation Deferral
Program, as amended.
(ii) Long-Term Stock Grant Program.
(iii) Stock Award Program.
(iv) Alternate Investment and Savings Program.
(v) 1988 Stock Option Program.
13. 1995 Annual Report to Stockholders of the Registrant.
21. Subsidiaries of the Registrant.
23. Consent of Independent Auditors. (See page 12.)
24. Power of Attorney.
- --------------------
* Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c)
of the rules governing the filing of this Report.
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 $20.00 representing reproduction and handling
costs.
<PAGE>
Retyped 5/3/91
WM. WRIGLEY JR. COMPANY
SENIOR EXECUTIVE INSURANCE PLAN
1. Establishment and Purpose
Wm. Wrigley Jr. Company ("Company") established the Wm.
Wrigley Jr. Company Senior Executive Insurance Plan
("Plan") effective January 1, 1980 for the purpose of
providing certain of its Senior Executives with certain
benefits at the time of their death prior to retirement
or after retirement. This Plan is amended effective
January 1, 1986.
2. Eligibility to Participate
The Employees eligible to participate in this Plan will
be those Senior Executives ("Employees") designated by
the Committee which is selected by the Board of Directors
to administer the Plan (the "Committee").
3. Benefits After Retirement
In the event of the death of a participating Employee
after his actual retirement, benefits shall be paid as
follows:
A. Retirement Before January 1, 1987
For participating Employees who attained age 55
after January 1, 1984, who retire after January 1,
1984 and before January 1, 1987 the amount payable
hereunder shall be in an aggregate amount equal to
$150,000. The post-retirement benefit provided
hereunder shall be paid by the Company's group life
carrier ("Carrier") to such person or persons
designated in writing to the Carrier in accordance
with the Carrier's regulations, restrictions and
policy.
B. Foreign Employees
For participating Employees who are nonresident
aliens and receive no income from the Company which
constitutes income from sources within the United
States, the amount payable hereunder shall be in an
aggregate amount equal to $150,000. The
post-retirement benefit provided hereunder shall be
paid by the Company's Carrier to such person or
persons designated in writing to the Carrier in
accordance with the Carrier's regulations,
restrictions and policy.
<PAGE>
C. Retirement After January 1, 1987
For any current or future participating Employee
who retires on or after January 1, 1987, who is not
described in Subsection 3B above, the amount
payable hereunder shall be an amount which would
provide the Beneficiary with $150,000 after taking
into account Federal and State taxes payable by the
Beneficiary. The Committee will not pay an amount
in excess of $300,000 to any Beneficiary unless in
its sole discretion it determines that it should
pay an amount in excess of $300,000 as a result of
the tax status of the Beneficiary. The amount
payable will be in addition to any group term life
insurance benefit provided by the Company to
retired employees. Post-retirement benefits shall
be paid by the Company to the Employee's designated
Beneficiary.
Such payment shall be made as soon as practicable
following such Employee's death and upon delivery
to the Committee by the Employee's Beneficiary of
satisfactory proof of death.
4. Benefits Paid Prior to Retirement
In the event of the death of the Employee prior to his
actual retirement at age 65, the Employee's Beneficiary
shall receive a salary continuation benefit of $10,000 a
year from the Company in equal monthly installments paid
over a period of years from the date of death of the
Employee to the date the Employee would have attained age
80 or, if employment continues beyond age 65, for a
minimum of 15 years. Pre-retirement benefits shall be
paid by the Company to the Employee's designated
Beneficiary.
Such payments shall commence on the last day of the full
calendar month immediately following such death and upon
delivery to the Committee by the Employee's Beneficiary
of satisfactory proof of death and shall end on the last
day of the calendar month in which the Employee would
have reached age 80 or upon the completion of 15 years of
payments, whichever is later.
5. Eligibility for Benefits at Termination of Employment
A. At Employee's Option
If the Employee terminates employment for any
reason except death before retirement at age 65, no
payments shall be due under this Plan.
<PAGE>
B. For Cause
If the Employee's employment terminates as a
result of discharge by the Company for proven
dishonesty, gross misconduct, misappropriation
of the Company's funds or property, willful
destruction of the Company's property or other
dishonest or fraudulent conduct, no payment
shall be due under the Plan.
C. At Company's Option or For Disability
(i) If the Employee's employment with the
Company is terminated before his 65th birthday
for reason of disability or at the option of
the Company for any reason whatsoever except
for termination for cause as described in
Subsection 5(B) above, he may continue to
participate in this Plan, with the consent of
the Committee. The Employee whose employment
is terminated due to a disability will be
considered to be a continuing Employee of the
Company until he reaches his 65th birthday, at
which time he will be deemed to have retired.
(ii) "Disability" as used herein means the
Employee's inability to engage in any
occupation or Employment for wage or profit
for which he is reasonably qualified by
education, training or experience, by reason
of a medically-determined physical or mental
impairment which can be expected to continue
for the balance of his lifetime. The
determination of the Employee's disability
shall be made by the Committee. The Employee
agrees to submit to such physical examination
and furnish such proof as may be required by
the Committee in connection with the
determination of the existence and
continuation of the disability.
(iii) The Committee shall have sole
discretion in the ultimate determination as to
those who may remain in the Plan under
Subsection 5(C).
D. Due to Suicide Prior to Two Years of
Participation
No benefits shall be payable under this Plan
in the event of the Employee's suicide within
two years and one day from the date of
coverage under this Plan.
<PAGE>
6. Beneficiary Designation
Each Employee eligible to participate in this Plan
shall designate a Beneficiary, class of
Beneficiaries or any contingent Beneficiaries on a
form to be provided by the Committee. In the
event the eligible Employee fails to designate any
Beneficiary, the Employee's spouse shall be deemed
to be the primary Beneficiary. In the event there
is no spouse, the benefit payment shall be made to
the Employee's estate.
7. No Contract of Employment
Nothing contained in this Plan shall be construed
as a contract of employment between the Company
and the Employee.
8. Payments as Supplemental Compensation
The benefits provided hereunder shall not affect
the Employee's annual salary while in full-time
employment of the Company, nor shall such benefits
affect the Employee's right to participate in any
existing or future retirement plan or any other
supplemental arrangement.
9. Rights Not Assignable
This Plan and the rights, interest and benefits
hereunder have not been assigned, transferred,
pledged, sold, conveyed or encumbered in any way
by the Employee or the Employee's Beneficiary and
shall not be subject to execution, attachment or
similar process. Any attempted sale, conveyance,
transfer, assignment, pledge or encumbrance of the
rights, interest or benefits provided pursuant to
the terms of this Plan contrary to the terms of
the foregoing sentence, or the levy of any
additional or similar process thereupon, shall be
null and void and without effect.
Notwithstanding the above, the post-retirement
death benefits payable under Subsection 3A or 3B
may be assigned in accordance with the Carrier's
regulations, restrictions and policy.
10. Purchase of Insurance Contracts
In the event the Company decides to buy life
insurance, the Employee agrees to cooperate with
the Company in providing information for, and
submitting to, any physical examination necessary
to obtain such insurance policy.
<PAGE>
It is essential that all responses and answers to
information requested by the insurance company be
true and correct as to medical facts in order to
prevent the insurance company from declaring the
policy null and void. If the insurance company
declares the policy null and void because
information provided by the Employee is not true
and correct, no benefits shall be payable under
this Plan to that Employee's Beneficiary. A life
insurance policy on the life of the Employee, if
purchased, shall name the Company as owner and
beneficiary. Such policy, when purchased, shall
remain a general unsecured, unrestricted asset of
the Company, and neither the Employee nor any
Beneficiary shall have any rights with respect to,
or claim against, such policy. Such policy shall
not be deemed to be held under any trust for the
benefit of the Employee or the Employee's
Beneficiary, nor shall such policy be deemed to be
held in any such trust as collateral security for
fulfilling the obligations of the Company under
the terms of this Plan.
The benefits provided to the Employee under the
terms of this Plan will not be funded by such
policy, are promised and based on the general
credit of the Company, and are otherwise
unsecured.
The post-retirement death benefits, provided under
Subsection 3A or 3B, are payable by the Carrier.
11. Successors, Mergers or Consolidation
This Plan shall be binding upon the Company, its
successors and assigns, including without
limitations any person, organization or
corporation which may acquire substantially all of
the assets and business of the Company or any
company or corporation into which the Company may
be merged or consolidated.
12. Amendment and Termination
This Plan can be modified, amended or terminated
by the Board of Directors of the Company.
13. Construction
This Plan shall be subject to the laws of the
State of Illinois.
14. Administration
This Plan shall be administered by a Committee
which is selected by the Board of Directors of the
Company. The Committee may delegate any of its
duties under the Plan to one or more officers of
the Company.
<PAGE>
15. Validity
In the event that any part of this Plan is invalid
for any reason, such invalidity shall not affect
the balance of this Plan, which shall remain valid
and binding upon the parties and enforceable in
accordance with its terms.
<PAGE>
WM. WRIGLEY JR. COMPANY
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Effective as of January 27, 1983
Amended and Restated Effective as of October 24, 1995
The Wm. Wrigley Jr. Company Deferred Compensation Plan
for Non-Employee Directors ("Plan") was made effective on January
27, 1983. The Plan was amended and restated, effective as of
December 16, 1992, and January 1, 1994, and is hereby further
amended and restated effective October 25, 1994, and October 24,
1995, as set forth herein, with retroactive effect as provided
herein.
1. Purpose. The purpose of the Plan is to enable Non-
Employee Directors (the "Director(s)") of the Wm. Wrigley Jr.
Company (the "Company") to defer compensation earned as Directors
pursuant to the terms of the Plan.
2. Deferral Elections. Prior to January 1, 1995 or, if
later, upon a Director's election to the Board, each Director shall
execute and file an appropriate election form(the "Deferral
Election") with the Treasurer of the Company, specifying the
portion, if any, of the Director's compensation to be deferred, up
to 100% of such compensation, the investment option to which the
deferral shall be credited and the form, method and timing of
distribution of the deferrals.
The Deferral Election made hereunder prior to January 1,
1995 (the "1995 Election") shall control the distribution of (a)
all amounts deferred pursuant to such Deferral Elections, and (b)
effective on the second anniversary of the date such Deferral
Election is made, all amounts deferred pursuant to Deferral
Elections made prior to January 1, 1994, in each case, unless a
subsequent valid Deferral Election is filed; provided, however,
that, the 1995 Election shall not be effective with respect to the
timing and distribution of any deferral that the Director is, or is
scheduled to be, receiving within two years following the date such
1995 Election is made.
(a) Deferrals shall be in 10% increments to a maximum of
100% of all compensation payable to the Directors in the year they
wish to defer. In addition the Director shall elect in his or her
Deferral Election the percent of the deferral that shall be
credited among the deferral options (the "Deferral Options")
described below:
<PAGE>
(i) credits ("Investment Fund Credits") equivalent
to amounts invested in any of the investment funds offered,
from time to time, to participants in the Special Investment
and Savings Plan for Wrigley Employees, or in any other or
additional fund or funds as the Board of Directors of the
Company (the "Board") shall determine (each an "Investment
Fund," and together the "Investment Funds"); and
(ii) share units ("Share Units"), a unit equivalent
to a share of the Common Stock of the Company (the "Common
Stock").
Directors may elect to transfer their deferred
compensation from one Deferral Option to a different Deferral
Option, including transferring Investment Fund Credits from one
Investment Fund to a different Investment Fund; provided, however,
that any such election must be made during the period beginning on
the third business day following the date of the release of the
Company's quarterly or annual summary statement of sales and
earnings and ending on the twelfth business date following such
date; and provided, further, that in no event may any such election
become effective sooner than twenty-four (24) months following the
effective date of any prior transfer election. A transfer election
pursuant to this Subsection 2(a) shall be made in the form of a
document prescribed by the Board to be executed by the Director and
filed with the Treasurer of the Company.
Notwithstanding the foregoing, the Board may, from time
to time, discontinue any of the Investment Funds described in
clause (i) above. In such event, the Director shall execute an
election in the form of a document prescribed by the Board and
filed with the Treasurer of the Company, to transfer the amounts
deferred in the discontinued Investment Fund to such other Deferral
Options as the Board shall make available at such time. In the
event that the Director shall fail to timely elect a new Deferral
Option, such amounts shall be transferred to a Deferral Option that
is deemed appropriate.
(b) Directors shall elect on the Deferral Election the
form, method and timing of distribution of amounts deferred
hereunder. Distributions under this Section 2 shall begin as soon
as practicable following the date specified in the Director's
Deferral Election, but may not begin earlier than as soon as
practicable following March 31, next following the date on which
the Director ceases to be a Director for any reason; provided,
however, that in no event may distribution commence later than as
soon as practicable following March 31, following the calendar year
<PAGE>
in which the Director attains age seventy (70). Such payment shall
be made, pursuant to the Director's election in the Deferral
Election, (i) in the form of a lump-sum payment, (ii) in
substantially equal annual installments over a period not to exceed
fifteen years, or (iii) in any combination of (i) and (ii) above.
If a Director elects installment payments, the unpaid balance
thereof shall continue to accrue interest, earnings and dividend
equivalents, computed in accordance with the provisions of Section
4 below, and shall be prorated and paid over the installment
period.
A Director may change his/her prior distribution election
at any time, and from time to time; provided, however, that any
such distribution election shall not become effective until the
second anniversary of the date such distribution election is made;
and provided, further, that no distribution election with respect
to the distribution of amounts attributable to any deferral will be
effective if the Director is, or is scheduled to be, receiving
distributions with respect to such deferral within two years
following the date such subsequent distribution election is made.
In the event an election does not become effective, the prior valid
election of such Director shall govern the form, method and timing
of distribution.
A Director shall elect on the Deferral Election, (i) with
respect to Investment Fund Credits, to receive distributions of
amounts so credited in cash, in kind, or in any combination
thereof, and (ii) with respect to Share Units, to receive amounts
so credited in cash or in shares of Common Stock; provided,
however, that if he/she is a person subject to Section 16(b) of the
Securities Exchange Act of 1934, the election with respect to Share
Units shall be made either (1) at least six (6) months prior to the
date of distribution, or (2) during the period beginning on the
third business day following the date of release of the Company's
quarterly or annual summary statements of sales and earnings and
ending on the twelfth business day following such date.
The amount to be paid in cash with respect to
distributions of Share Units shall be equal to the product of (a)
the number of Share Units in respect of which payment is to be
made, and (b) the price of a share of Common Stock on the New York
Stock Exchange during such period immediately preceding the date of
distribution, as the Company shall determine.
<PAGE>
(c) If a Director fails to make a valid timely election
with respect to method of payment, the Director shall receive the
total amount credited to his/her Deferred Compensation Account (as
defined in Section 4 below) in ten substantially equal annual
installments. If a Director fails to make a valid timely election
with respect to timing of payment, distribution shall commence as
soon as practicable following March 31, next following the calendar
year in which the Director attains age seventy (70). If a Director
fails to make a valid timely election with respect to whether
payment shall be in cash or shares of the Common Stock, those
amounts credited as Share Units shall be distributed in shares of
Common Stock, and all other amounts credited shall be distributed
in cash.
(d) In the event a Director dies prior to the
distribution of any or all of the Director's Deferred Compensation
Account, all amounts credited to such account 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 spouse, children (per
stirpes), parents or estate (in that order) of the Director (all
such entities being herein included within the term "beneficiary").
Any lump-sum payment shall be made as soon as practicable following
the date of a Director's death.
3. Revocations and Re-elections. 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
Treasurer 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 Deferral 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
Treasurer of the Company not less than five (5) business days prior
to the year or years in which the Deferral Election applies. Such
Deferral Election shall be effective subject to the limitations and
restrictions set forth in Section 2 above.
4. Credits. During such period as amounts are standing to
the credit of a Director hereunder, with respect to each such
Director, the Company shall credit to a book reserve account (the
"Deferred Compensation Account") established for this purpose the
amounts deferred by such Director under Section 2 above.
<PAGE>
(a) Amounts credited to a Director's Deferred Compensa-
tion Account with respect to each Investment Fund shall be credited
with interest and earnings (including gains and losses) equivalent
to the amounts that would have accrued during such period had the
amount so credited been actually invested in such Investment Fund.
Interest and earnings on such amounts shall be computed from the
date such deferrals are credited to the Deferred Compensation
Account through the date of distribution to a Director or his/her
designated beneficiary, in accordance with Subsection 2(d) above.
(b) If amounts are deferred under the Plan as Share
Units, then the number of such Share Units shall be determined on
the basis of the price of the Common Stock on the New York Stock
Exchange during such period immediately preceding and/or immediate-
ly following the date the Share Units are credited, as the Company
shall determine.
(c) Dividends on Share Units. As of each payment date
for dividends on Common Stock with respect to which Share Units are
standing to the credit of a Director until the Director's entire
Deferred Compensation Account has been distributed, such Deferred
Compensation Account shall be credited with dividend equivalents
equal to the sum of all cash dividends that such Director would
have received on such date, had the Director been the owner of a
number of shares of Common Stock equal to the number of Share Units
in the Director's Deferred Compensation Account on the record date
for such dividend. The amount so credited shall be converted into
additional Share Units with the number of Share Units being
determined on the basis of the price of Common Stock on the New
York Stock Exchange during such period immediately preceding and/or
immediately following the payment date for the dividend, as the
Company shall determine.
5. Miscellaneous.
(a) Title to, and beneficial ownership of, any assets,
whether in cash or otherwise, that 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.
(b) 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 following such date.
<PAGE>
(c) 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 each Director's
Deferred Compensation Account on the date of such proceeding shall
constitute a debt of the Company to each such Director in any such
proceeding.
(d) Except as otherwise required by applicable law, no
rights under the Plan, contingent or otherwise, shall be assignable
or subject to any encumbrance, pledge or charge of any nature,
except that, under such rules and regulations as the Company may
establish, a Director may designate a beneficiary to receive, in
the event of death, any amount that would otherwise have been
payable to the Director or that may become payable on account of
his or her death except that, if any amount shall become payable to
the executor or administrator of the Director, such executor or
administrator may transfer the right to the payment of any such
amount to the person, persons or entity (including a trust)
entitled thereto under the will of the Director or, in case of
intestacy, under the laws relating to intestacy. Directors shall
not have any interest in any funds or specific assets of the
Company, except as expressly provided herein.
(f) 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. 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.
(g) 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.
(h) This Plan shall be construed in accordance with and
governed by the laws of the State of Illinois.
<PAGE>
6. Termination and Amendment of the Plan. The Board may
terminate this Plan at any time. Upon termination of the Plan, the
remaining balance of the Directors' Deferred Compensation Accounts
shall be paid to the Directors (or to their respective
beneficiaries, as the case may be), in lump sums as soon as
practicable but no more than thirty (30) days following the
termination of the Plan.
The Board 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.
<PAGE>
THE WM. WRIGLEY JR. COMPANY
AMENDED STOCK RETIREMENT PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Purpose. The Wm. Wrigley Jr. Company (the "Compa-
ny") has established this Stock Retirement Plan (the "Plan") to
promote the interests of the Company and its shareholders by
apportioning a part of the total compensation payable to its
non-employee directors as deferred income paid in the form of the
Company's Common Stock, without par value ("Common Stock"), thereby
increasing the directors' beneficial ownership of Company stock and
their proprietary interest in the Company. The Plan, originally
effective as of January 1, 1988, as amended effective as of January
1, 1994, and as further amended as set forth herein is effective as
of October 25, 1994, and October 24, 1995, with retroactive effect
as provided herein.
2. Common Stock Units. In addition to the cash
compensation otherwise payable to its non-employee directors as may
be determined from time to time, the Company shall establish and
maintain a Deferred Stock Account in the name of each non-employee
director. Subject to the provisions of Section 9, as of the last
day of each fiscal year, the Company shall credit to the Deferred
Stock Account of each person who was a non-employee director of the
Company on that day or who ceased to be a director after March 31
of that fiscal year by reason of his or her disability or death, a
number of Common Stock Units equal in value to the annual retainer
amount in effect for non-employee directors as of such date
(without regard to other fees or retainers or the actual retainer
amount actually received by any such non-employee director) divided
by the price of a share of Common Stock on the New York Stock
Exchange during such period immediately preceding and/or
immediately following such date, as the Company shall determine;
provided, however, that no allocation of Common Stock Units
pursuant to this Section 2 shall be made to the Deferred Stock
Account of a non-employee director after the later of (i) December
31, 1997 or (ii) the tenth (10th) December following the initial
election to the Board of Directors of the Company (the "Board") of
such director. Notwithstanding the foregoing, in no event shall
the number of Common Stock Units credited to the Deferred Stock
Account of any non-employee director exceed the number of Common
Stock Units that would have been credited to such Deferred Stock
Account pursuant to the original formula provided in Section 2 of
the Plan as approved by the stockholders of the Company at their
annual meeting of March 8, 1988.
<PAGE>
3. Dividend Equivalents. As of each dividend payment
date declared with respect to the Company's Common Stock (but not
with respect to the Company's Class B Common Stock), the Company
shall credit the Deferred Stock Account of each director with an
additional number of Common Stock Units equal to:
(a) the product of (i) the dividend per share of the
Company's Common Stock which is payable as of the
dividend payment date, multiplied by (ii) the
number of Common Stock Units credited to the
director's Deferred Stock Account as of the
applicable dividend record date:
DIVIDED BY (b) the price of a share of the Company's Common
Stock on the New York Stock Exchange during
such period immediately preceding and/or
immediately following the dividend payment
date, as the Company shall determine.
4. Payment of Deferred Stock Accounts. (a) Each
director, or in the event of death, his or her beneficiary, shall
be entitled to receive one share of the Company's Common Stock for
each Common Stock Unit credited to his or her Deferred Stock
Account in such form, method and timing determined pursuant to
Sections 4(b), 4(c) and 4(d) below. Common Stock Units with
respect to which no transfer of stock has yet occurred shall
continue to be credited with dividend equivalents in accordance
with Section 3, above.
(b) Deferral Elections. Prior to January 1, 1995, or,
if later, upon a director's election to the Board, each director
shall execute and file an appropriate election form (the "Deferral
Election") with the Treasurer of the Company, specifying the form,
method and timing of distribution of his or her Deferred Stock
Account. The Deferral Election made hereunder prior to January 1,
1995 (the "1995 Election") shall control the distribution of (a)
all amounts deferred pursuant to the 1995 Election, and (b)
effective on the second anniversary of the date the 1995 Election
is made, all amounts the distribution of which is subject to a
distribution election made prior to the 1995 Election, in each
case, unless a subsequent valid Deferral Election is filed;
provided, however, that, the 1995 Election shall not be effective
with respect to the timing and distribution of any deferral that
the director is, or is scheduled to be, receiving within two years
following the date such 1995 Election is made.
<PAGE>
(c) Distributions under this Section 4 shall begin as
soon as practicable following the date specified in the director's
Deferral Election, but may not begin earlier than as soon as
practicable following March 31, next following the date on which
the director ceases to be a director for any reason; provided,
however, that in no event may distribution commence later than as
soon as practicable following March 31, following the calendar year
in which the director attains age seventy (70). Such payment shall
be made, pursuant to the director's election in the Deferral
Election, (i) in the form of a lump-sum payment, (ii) in
substantially equal annual installments over a period not to exceed
fifteen years, or (iii) in any combination of (i) and (ii) above.
If a director elects installment payments, the unpaid balance
thereof shall continue to accrue interest, earnings and dividend
equivalents, computed in accordance with the provisions of Section
3, and shall be prorated and paid over the installment period.
A director may change his or her prior Deferral Election
at any time, and from time to time; provided, however, that any
such Deferral Election shall not become effective until the second
anniversary of the date such Deferral Election is made; and
provided, further, that no Deferral Election with respect to the
distribution of amounts attributable to any portion of a director's
Deferred Stock Account shall be effective if the director is, or is
scheduled to be, receiving distributions with respect to such
deferral within two years following the date such subsequent
Deferral Election is made. In the event a Deferral Election does
not become effective, the prior valid Deferral Election of such
director shall govern the form, method and timing of distribution.
A Director shall also elect on the Deferral Election, to
receive distributions of amounts credited to his or her Deferred
Stock Account in cash or in shares of Common Stock; provided,
however, that if he or she is a person subject to Section 16(b) of
the Securities Exchange Act of 1934, the election shall be made
either (1) at least six (6) months prior to the date of
distribution, or (2) during the period beginning on the third
business day following the date of release of the Company's
quarterly or annual summary statements of sales and earnings and
ending on the twelfth business day following such date. The amount
to be paid in cash with respect to any distribution hereunder shall
be equal to the product of (a) the number of Common Stock Units in
respect of which payment is to be made, and (b) the price of a
share of Common Stock on the New York Stock Exchange during the
period immediately preceding the date of distribution, as the
Company shall determine.
<PAGE>
(d) Notwithstanding the foregoing, in the event that,
with respect to any portion of a director's Deferred Stock Account,
(A) the director fails to timely elect the form, method and/or
timing of payment, (B) no valid election is filed with the Company,
or (C) the director has not filed an 1995 Election or any Deferral
Election subsequent thereto, such portion or portions of the
director's Deferred Stock Account shall be paid, in shares of the
Company's Common Stock (as the default for form of payment), in ten
substantially equal annual installments (as the default for method
of payment), commencing as soon as practicable following the March
31, next following the date on which the director ceases to be a
director (as the default for timing of payment).
5. Beneficiary. Each director may, from time to time,
by writing filed with the Treasurer of the Company, designate any
legal or natural person or persons to whom shares of the Company's
Common Stock or cash attributable to Common Stock Units are to be
transferred if the director dies prior to receipt of such shares or
cash. A beneficiary designation shall be effective only if the
signed form is filed with the Treasurer of the Company while the
director is alive and shall cancel all beneficiary designation
forms filed earlier. If a director fails to designate a
beneficiary as provided above, or if all designated beneficiaries
die before the director, all shares or cash attributable to such
Common Stock Units shall be transferred to the director's spouse,
children (per stirpes), parents or estate (in that order), as soon
as practicable after such death.
6. Acceleration. The Company may accelerate the
transfer of shares of Common Stock or cash with respect to Common
Stock Units credited to the Deferred Stock Account of any director
or directors for reasons of individual hardship, changes in tax
laws or accounting principles or any other reason which negates or
diminishes the continued value of the Deferred Stock Account to the
Company or its directors.
7. Nontransferability. Except as otherwise required by
applicable law, no rights under the Plan, contingent or otherwise,
shall be assignable or subject to any encumbrance, pledge or charge
of any nature, except that, under such rules and regulations as the
Company may establish, a director may designate a beneficiary to
receive, in the event of death, any amount that would otherwise
have been payable to the director or that may become payable on
account of his or her death except that, if any amount shall become
payable to the executor or administrator of the director, such
executor or administrator may transfer the right to the payment of
any such amount to the person, persons or entity (including a
trust) entitled thereto under the will of the director or, in case
of intestacy, under the laws relating to intestacy.
<PAGE>
8. Shareholder Status. A director or beneficiary shall
have none of the rights of a shareholder until shares of Common
Stock, if any, are issued or transferred in accordance with Section
4. Prior to the date of transfer, the Company's obligation under
this Plan is an unsecured promise to deliver shares of the
Company's Common Stock or cash. The Company may, but shall not be
required to, hold any such shares or cash in trust or as a
segregated fund.
9. Changes in Stock. In the event of any change in the
outstanding shares of the Company's Comon Stock by reason of any
stock dividend, stock split, recapitalization, merger,
consolidation, exchange of shares or other similar corporate
change, the number of Common Stock Units to be credited in
accordance with Section 2 and the number of Common Stock Units
actually credited to the Deferred Stock Accounts shall be adjusted
proportionately; provided, however, that if a proportional
adjustment cannot be made or the Board of Directors of the Company
determines that further adjustment is appropriate to fairly
accomplish the purposes of the Plan, the Board of Directors shall
make such equitable adjustment under the Plan as it determines will
fairly preserve the intended benefits of the Plan to the
participants and the Company.
10. Successors. This Plan shall be binding upon any
assignee or successor in interest to the Company whether by merger,
consolidation or sale of all or substantially all of the Company's
assets.
11. Amendment and Termination. The Board of Directors
of the Company may, from time to time, amend or terminate the Plan;
provided, however, that no such amendment or termination shall
adversely affect the rights of any director or, if the director is
deceased, his or her beneficiary without his or her consent with
respect to Common Stock Units credited prior to such amendment or
termination.
<PAGE>
1995 EXECUTIVE INCENTIVE COMPENSATION PLAN
November, 1994
<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 1995 Plan.
Participants have an opportunity to receive awards based on
corporate and individual performance during the corporate fiscal
year from January 1, 1995, through December 31, 1995. 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 1996 when the financial results of the company and the
respective units are known for the 1995 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 1995 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 1995
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 1995 Plan are listed below:
UNITS WITH CONSUMER SALES
U. S. Chewing Gum
Sales Department
Sales Divisions
Consumer Advertising
Amurol Products Company
Wrigley Canada
International Group
International Region - Germany, Austria, EMD,
Eastern Europe, Russia
International Region - U.K., Kenya, Spain, Italy
International Region - Scandinavia, W.M.F.,
Netherlands
International Region - Philippines, Taiwan,
Hong Kong, China,
Malaysia
International Region - Latin America
Australia
<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 + A-T
X 50
O-T
If accomplishment is less than target
% Rating = 100 - T-A
X 50
T-M
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
1995 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
1995 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 1994 Rating
TEAMWORK 10*
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
1995 ACCOMPLISHMENTS
UNITS WITH CONSUMER SALES
<CAPTION>
GOALS REV. ORIG. FORECAST GOAL 1995 ACTUAL
OVER/(UNDER)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 % O/U 1994 1995 % O/U 1994 1995 1994 1995 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
55,000-54,500
100 - X 50 = 87.5
55,000-53,000
GOAL #2
12,200-11,600
100 + X 50 = 118.8
13,200-11,600
</TABLE>
<PAGE>
<TABLE>
EXHIBIT IV
Wm. Wrigley Jr. Company
SAMPLE AWARD - 1995
<CAPTION>
HOW THE PLAN WORKS
<S> <C> <C>
ASSUME:
Participant Award Level D
Base Salary $60,000
Target Incentive Opportunity 30%
Target Award $18,000
INCLUDES: ELEMENT TARGET
WEIGHTING AWARD
ELEMENTS
Unit Goals 50 $ 9,000
Personal Goals 20 3,600
Teamwork 10 1,800
Individual Performance 80 $14,400
Corporate Performance 20 3,600
Target Award 100 $18,000
AWARD DETERMINATION: RATING WEIGHTED
% PERFORMANCE
ELEMENTS
Unit Goals 112 56.0 $10,080
Personal Goals 85 17.0 3,060
Teamwork 110 11.0 1,980
Individual Performance 84.0 $15,120
Corporate Performance 120 24.0 4,320
AWARD 108.0 $19,440
Percent of Base Salary 32.4%
</TABLE>
<PAGE>
<TABLE>
Form A
PARTICIPANT 1995 UNIT GOALS
UNIT UNITS WITH CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
1995 REV. ORIG. F'CAST 1995 GOAL
% O/U % O/U
<S> <C> <C> <C> <C> <C> <C> <C>
GOAL: 1992 1993 1994 1995 1994 1995 1994
1. UNIT VOLUME TO OUTSIDE CUSTOMERS:
2. PROFIT FROM OPERATIONS U.S.$:
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 1995 UNIT GOALS
UNIT UNITS WITH NO CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
1995 REV. ORIG. F'CAST 1995 GOAL
% O/U % O/U
<S> <C> <C> <C> <C> <C>
GOAL: 1992 1993 1994 1995 1994 1995 1994
#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 1995 ACCOMPLISHMENTS - UNIT GOALS
UNIT UNITS WITH CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
GOAL REV. ORIG. F'CAST GOAL 1995 ACTUAL
OVER/(UNDER)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 % O/U 1994 1995 % O/U 1994 1995 1994 1995 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 1995 ACCOMPLISHMENTS - UNIT GOALS
UNIT UNITS WITH NO CONSUMER SALES
PAGE NO.
DATE SUBMITTED
<CAPTION>
GOAL REV. ORIG. F'CAST GOAL 1995 ACTUAL
OVER/(UNDER)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 % O/U 1994 1995 % O/U 1994 1995 1994 1995 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
1995 PERSONAL GOALS
PARTICIPANT
DEPARTMENT OR UNIT REVIEW COMMENTS:
GOAL # PAGE
DATE SUBMITTED
<S> <C> <C> <C>
GOAL: ESTIMATE
COST TO ACHIEVE GOAL:
HOW RESULTS ARE TO BE MEASURED: R A N G E ( + / - )
# %
CAPITAL EXPENDITURE:
MINIMUM
ACCOMPLISHMENT DATE:
TARGET
COMPARISON TO 3-YEAR PRIOR & REV. ORIG. F'CAST, IF APPLICABLE:
OUTSTANDING
1995 1995
1992 1993 1994 FORECAST GOAL
GOAL WEIGHT:
EXPECTED RESULTS:
PARTICIPANT'S
SIGNATURE DATE
APPROVED BY DATE
</TABLE>
<PAGE>
<TABLE>
FORM F
1995 ACCOMPLISHMENTS-PERSONAL GOALS
PARTICIPANT
DEPARTMENT OR UNIT REVIEW COMMENTS: RATING:
GOAL # PAGE
DATE SUBMITTED
<S> <C> <C> <C> <C> <C>
ESTIMATE ACTUAL
GOAL AS SUBMITTED:
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 APPLICABLE:
TARGET
1995 1995 1995
1992 1993 1994 FORECAST GOAL ACTUAL
OUTSTANDING
GOAL WEIGHT: EQUATION FOR DETERMINING RATING:
EXPECTED RESULTS:
PARTICIPANT'S
ACTUAL RESULTS: SIGNATURE DATE
APPROVED BY DATE
</TABLE>
<PAGE>
WM.WRIGLEY JR. COMPANY
EXECUTIVE INCENTIVE COMPENSATION DEFERRAL PROGRAM
Effective as of December 1, 1986
Amended and Restated Effective as of October 24, 1995
1. Introduction
The Wm. Wrigley Jr. Company Executive Incentive Compensation
Deferral Plan was made effective on December 1, 1986, became the
Wm. Wrigley Jr. Company Executive Incentive Compensation Deferral
Program (the "Deferral Program"), and was integrated into and
became a part of the Wm. Wrigley Jr. Company Management Incentive
Plan, effective August 27, 1988. The Deferral Program was amended
and restated effective as of December 1, 1990, was further amended
and restated effective as of December 20, 1991 and January 13,
1993, and is hereby further amended and restated, effective as of
October 25, 1994, and October 24, 1995 as set forth herein, with
retroactive effect as provided herein. Reference is made to the
Deferral Program effective as of January 13, 1993, for additional
provisions relating to deferrals made prior to the effective date
hereof.
2. Purpose
The purpose of the Deferral Program is to provide eligible
executives of Wm. Wrigley Jr. Company (the "Company") with the
opportunity of deferring all or any portion of their award under
the 1986 Executive Incentive Compensation Plan or any successor
plan (the "Incentive Plan").
3. Eligibility
Each executive of the Company who is eligible to receive an
award under the Incentive Plan shall be eligible to defer all or
any portion of the award under the Deferral Program.
4. Participation and Deferral Election
(a) Participation. Prior to the beginning of each plan year
for purposes of the Incentive Plan (each, an "Incentive Plan
Year"), commencing with the Incentive Plan Year beginning as of
January 1, 1994 (the "1994 Incentive Plan Year"), each eligible
executive may elect to participate in the Deferral Program by
directing that any portion of the executive's award under the
Incentive Plan earned during such Incentive Plan Year, up to one
hundred percent (100%) of such award, be credited to a deferred
compensation account.
<PAGE>
(b) Deferral Elections; Deferral Options. Each eligible
executive shall execute and file with the Treasurer of the Company
an appropriate election form to participate in the Deferral Program
(the "Deferral Election"), specifying the portion, if any, of the
award to be deferred up to a maximum deferral of 100% of such
award. The deferred award shall be credited in increments of 10%
(expressed as a percentage of the amount deferred pursuant to
Section 4(a) above), as specified by the executive on the Deferral
Election, among the deferral options described below. The deferral
options described in clauses (i) and (ii) below together are
hereinafter referred to as the "Investment Options." The deferral
options are as follows:
(i) with respect to all participants: as share units
(a unit equivalent to a share of the Common Stock of
the Company (the "Common Stock"));
(ii) with respect to all participants: as credits
("Investment Fund Credits") equivalent to amounts invested in
any of the investment funds offered, from time to time, to
employees participating in the Special Investment and Savings
Plan for Wrigley Employees, or in any other or additional
fund or funds as the Compensation Committee shall determine
(each an "Investment Fund," and together the "Investment
Funds");
(iii) with respect to all participants for deferral
elections made prior to January 1, 1994: as variable
money credits (credits in units of a dollar or a
fraction thereof); provided, however, that
notwithstanding any other provision in the Deferral
Program to the contrary, no election made on or after
January 1, 1994, may specify that any portion of any
deferred award be credited as variable money credits
and effective as soon as practicable following January
1, 1995 (the "Transfer Date") all amounts credited as
variable money credits shall be transferred to such
Investment Fund as the Compensation Committee shall
designate, and shall be redesignated as Investment Fund
Credits; and
(iv) solely with respect to executives who are
employed in the United States by the Company or by any
of its affiliates, unless and until otherwise
determined by the Compensation Committee for deferral
elections made prior to December 20, 1991: as fixed
money credits (credits in units of a dollar or a
fraction thereof); provided, however, notwithstanding
any other provision in the Deferral Program to the
contrary, no election made on or after December 20,
1991, may specify that any portion of any deferred
award be credited as fixed money credits.
<PAGE>
Notwithstanding the foregoing, the Compensation Committee may, from
time to time, discontinue any of the Investment Funds described in
clause (ii) above. In such event, the executive shall execute and
file an appropriate election form with the Treasurer of the
Company, to transfer the amounts deferred in the discontinued
Investment Fund to such other Investment Options as the
Compensation Committee shall make available at such time. In the
event that the executive fails to timely elect a new Investment
Option, such amounts shall be transferred to an Investment Option
that is deemed appropriate.
(c) Deferral Transfers. The executive may elect to transfer
amounts deferred as fixed or variable money credits, share units or
Investment Fund Credits into share units or Investment Fund
Credits, including transferring Investment Fund Credits from one
Investment Fund to a different Investment Fund; provided, however,
that any such election must be made during the period beginning on
the third business day following the date of the release of the
Company's quarterly or annual summary statement of sales and
earnings and ending on the twelfth business date following such
date; and provided, further, that in no event may any such election
become effective sooner than twenty-four (24) months following the
effective date of any prior transfer election. A transfer election
pursuant to this Section 4(e) shall be made on an appropriate
election form executed and filed by the executive with the
Treasurer of the Company.
(d) Prescribed Minimum Deferrals. Notwithstanding any other
provision of the Deferral Program to the contrary, the Compensation
Committee may, from time to time, in its discretion, prescribe
minimum deferral dollar amounts for purposes of Section 4(b)
hereof.
5.Deferred Compensation Accounts
(a) Accounts. There shall be established for each
executive an account to be designated as a deferred compensation
account. As soon as practicable after the granting of an award
under the Incentive Plan, the deferred compensation account of such
executive shall be credited with an amount equal to the portion of
the award that the executive shall have elected to defer.
Notwithstanding the foregoing, any amounts credited as fixed money
credits shall be deemed to have been so credited as of the first
day of the year following the Incentive Plan Year with respect to
which such amounts are credited. Effective as of the 1995
Incentive Plan Year (or to the extent of the amounts deferred
pursuant to the "1994 Special Deferral Elections," effective as of
April 1, 1994), the amounts deferred under the Deferral Program
shall be credited as share units and Investment Fund Credits.
Amounts previously deferred have also been credited as variable
money credits and fixed money credits.
<PAGE>
Amounts deferred under the Deferral Program are
credited pursuant to the terms specified by the executive in the
Deferral Election, with the number of share units being determined
on the basis of the price of the Common Stock on the New York Stock
Exchange during such period immediately preceding and/or
immediately following the date or dates the share units are
credited, as the Compensation Committee shall determine.
(b) Dividends on Share Units. As soon as
practicable following the payment date for dividends on the Common
Stock with respect to which share units are standing to the credit
of an executive, the deferred compensation account of such
executive shall be credited with dividend equivalents equal to the
sum of all cash dividends that such executive would have received
on such date, had the executive been the owner of a number of
shares of the Common Stock equal to the number of share units in
the executive's deferred compensation account on the record date
for such dividend. The amount so credited shall be converted into
additional share units with the number of share units being
determined on the basis of the price of the Common Stock on the New
York Stock Exchange during such period immediately preceding and/or
immediately following the date or dates as of which dividends are
credited, as the Compensation Committee shall determine.
(c) Variable Money Credits Prior to the Transfer
Date. As of the end of each Incentive Plan Year during which
variable money credits are standing to the credit of an executive
until the earlier of (i) the end of the Incentive Plan Year in
which the executive shall have ceased to be an employee of the
Company and all affiliates, and (ii) the Transfer Date, the
deferred compensation account of such executive shall be credited
with interest equivalents at a rate, compounded quarterly, equal to
the rate paid on investments in The Putnam Stable Value Fund, or
such other fund or funds as the Compensation Committee shall
determine from time to time on a prospective basis.
<PAGE>
(d) Fixed Money Credits. As of the end of each
Incentive Plan Year during which fixed money credits are standing
to the credit of an executive, the deferred compensation account of
such executive shall be credited with interest equivalents at a
rate (the "Applicable Rate") established by the Compensation
Committee with respect to each Incentive Plan Year and communicated
by the Compensation Committee to each eligible executive prior to
the time elections with respect to such Incentive Plan Year are
required to be made pursuant to Section 4(a) above, compounded
annually. Such credits shall be converted into additional fixed
money credits.
(a) Investment Fund Credits. During such period as
Investment Fund Plan Credits are standing to the credit of an
executive, the amount of such executive's deferred compensation
account deferred with respect to each Investment Fund, shall be
credited with interest and earnings (including gains and losses)
equivalent to the amount that would have accrued during such period
had the amount so credited been actually invested in such
Investment Fund.
1. Distribution in Respect of Deferred Compensation Accounts
(a) Deferral Elections made prior to January 1,
1994: Prior to January 1, 1994, each executive then participating
in the Deferral Program elected, in his or her Deferral Election,
a form of payment each time such executive elected to participate
in the Deferral Program.
If, with respect to amounts deferred pursuant to such
Deferral Elections, distribution of an executive's deferred
compensation account has commenced, or is scheduled to commence
prior to January 1, 1997, then the distribution forms described in
this Section 6(a) and so elected by such executive shall remain in
effect with respect to such deferred amounts. In such event, share
units shall be distributed in the manner described in clause (i) or
(ii) below, variable money credits and Investment Fund Credits that
were characterized as variable money credits prior to the Transfer
Date (which, for purposes of this Section 6(a), shall also be
referred to as variable money credits) shall be distributed in the
manner described in clause (i), (ii) or (iii) below, and fixed
money credits shall be distributed in either of the forms set forth
in (iv), (v) or (vi) below:
<PAGE>
(i) With respect to share units and variable money
credits: annual installments payable as soon as
practicable after January 1 of each year for a period
of five or ten years beginning with (x) the year
following the year in which the executive terminates
service with the Company and all affiliates or (y) the
year following the earlier of the year in which the
executive attains age sixty-five (65) (or any later age
specified by the executive in such election) or the
year in which the executive terminates service with the
Company and all affiliates. The number of share units
and the amount of variable money credits in respect of
which payment is to be made on each payment date shall
be determined by multiplying the number of all share
units and all variable money credits credited to the
executive on such date by a fraction, the numerator of
which shall be one and the denominator of which shall
be the number of installments remaining to be paid to
the executive (or in case of the death of the
executive, to the executive's Beneficiary, as defined
in Section 7(e) hereof), immediately prior to such
January 1.
(ii) With respect to share units and variable
money credits: a lump-sum payment as soon as
practicable following the January 1, of the year, or
the fifth or tenth year, following (x) the year in
which the executive terminates service with the Company
and all affiliates or (y) the earlier of the year in
which the executive attains age sixty-five (65) (or any
later age specified by the executive in such election)
or the year in which the executive terminates service
with the Company and all affiliates.
(iii) With respect to variable money credits: a
lump-sum payment as soon as practicable following the
January 1, of the fifth, tenth, fifteenth or twentieth
year following the Incentive Plan Year for which the
applicable award was granted, but no later than the
tenth anniversary of the executive's termination of
service with the Company and all affiliates.
<PAGE>
(iv) With respect to fixed money credits: fifteen
(15) equal annual installments commencing in the year
following the earlier to occur of the year in which the
executive retires from service with the Company and all
affiliates or attains age sixty-five (65); provided,
however, that if the executive will have attained at
least age fifty-five (55) on the date as of which the
deferred amounts will be credited as fixed money
credits, such executive may elect instead to receive
ten equal annual installments commencing in the year
following the year in which the executive attains age
seventy (70). Each installment shall be paid as soon
as practicable following the January 1, of the year in
which such payment is scheduled to be paid. The number
of fixed money credits in respect of which payment is
to be made on each payment date shall be an amount such
that, after giving effect to the total number of
distributions to be made and the continued crediting of
interest equivalents (pursuant to Section 5(e) above)
at the Applicable Rate on the unpaid balance, there
will be no fixed money credits credited to the
executive upon payment of the final installment.
(v) With respect to fixed money credits: A
lump-sum payment as soon as practicable following the
January 1, of the year designated by the executive for
payment; provided, however, that such designated year
may not be later than the year following the earlier of
the year in which the executive retires from service
with the Company and all affiliates or attains age
sixty-five (65).
(vi) With respect to fixed money credits:
Notwithstanding the provisions of clause (iv) and (v)
above to the contrary, in the event that when the
executive terminates service with the Company and all
affiliates, the executive is not eligible for, or has
not elected to commence receipt of, immediate benefits
under the Wrigley Retirement Plan, the Compensation
Committee shall distribute in one lump-sum the entire
value of the executive's deferred compensation account
credited as fixed money credits. Such lump-sum shall
be paid as soon as practicable following the January 1,
of the year following the year in which the executive
terminates service with the Company and all affiliates.
<PAGE>
(b) Deferral Elections made after January 1, 1994:
(i) Effective with respect to amounts deferred
pursuant to Deferral Elections made after January 1, 1994,
the executive, prior to January 1, 1995, shall make a
distribution election (the "1995 Election") pursuant to this
Section 6(c) that controls the distribution of (A) all
amounts deferred pursuant to Deferral Elections made after
January 1, 1994, and (B) effective January 1, 1997, all
amounts deferred pursuant to Deferral Elections made prior to
January 1, 1994, in each case, unless a subsequent valid
Deferral Election is filed pursuant to clause (ii) below;
provided, however, that, the 1995 Election shall not be
effective with respect to an executive's prior election
regarding the timing and distribution of fixed money credits
unless the executive elects to change such prior election;
and provided, further, that the 1995 Election shall not
govern the distribution of amounts attributable to any
deferrals described in subclause (B) above if the executive
is, or is scheduled to be, receiving distributions with
respect to such deferral prior to January 1, 1997.
(ii) Distributions under this Section 6(b) shall
begin as soon as practicable following the January 1,
specified in the executive's Deferral Election, but may not
begin earlier than as soon as practicable following January
1, following the calendar year in which the executive
terminates employment with the Company; provided, however,
that in no event may distribution commence later than as soon
as practicable following January 1, following the calendar
year in which the executive attains age seventy (70). Such
payment shall be made, pursuant to the executive's election
in the Deferral Election, (x) in the form of a lump sum
payment, (y) in substantially equal annual installments over
a period not to exceed the number of whole years between the
executive's termination of employment and the executive's
attainment of age 80, or (z) in any combination of (x) and
(y) above. An executive may change his or her prior
distribution election at any time, and from time to time;
provided, however, that any such distribution election shall
not become effective until the second anniversary of the date
such distribution election is made; and provided, further,
that no distribution election with respect to the
distribution of amounts attributable to any deferral will be
effective if the executive is, or is scheduled to be,
receiving distributions with respect to such deferral within
two years following the date such subsequent distribution
election is made. In the event an election does not become
effective, the prior valid election of such executive shall
govern the form and timing of distribution.
(iii) Notwithstanding the foregoing, in the event
that, with respect to any deferred amount, (A) an executive
fails to timely elect the form and/or timing of payment, (B)
no valid election is filed with the Company, or (C) the
executive has not filed an 1995 Election or any Deferral
Election subsequent thereto, such deferred amount shall be
paid in ten equal annual installments commencing as soon as
practicable following the January 1, of the year following
the earlier to occur of the executive's termination of
employment with the Company and the Executive's attainment of
age seventy (70).
(c) If the executive so requests and if the
executive provides satisfactory evidence of financial hardship, the
Compensation Committee may, in its sole and absolute discretion,
permit a distribution of all or a portion of the executive's
deferred compensation account prior to the date on which payments
would have commenced under Section 6(a) hereof.
(d) Notwithstanding any other provision of the
Section 6 to the contrary, the Compensation Committee may, in its
sole and absolute discretion, distribute in one lump-sum the entire
value of an executive's deferred compensation account credited as
share units, variable money credits and Investment Fund Credits
upon termination of service with the Company and all affiliates.
(e) Notwithstanding any other provision of this
Section 6 to the contrary, in the event of a Change in Control (as
defined in Section 6(f) hereof), the Compensation Committee may, in
its discretion, accelerate, in whole or in part, the time or times
for payment of any or all amounts credited to an executive's
deferred compensation account. If the provisions of this Section
6(e) become effective, such executive will receive, with respect to
any share units then credited to the executive's account, an amount
equal to the number of such units multiplied by a price per share
that is the greater of: (1) the average of the daily closing
prices of the Common Stock as reported for the calendar month next
preceding such acceleration date on the Composite Transactions Tape
for securities listed on the New York Stock Exchange; or (2) the
highest outstanding tender offer price, if any, excepting any
tender offer price by the Company.
<PAGE>
(f) A "Change in Control" shall be deemed to have
occurred:
(i) if and when any "person" (as such term is used
in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934), in a transaction or series of
transactions, is or becomes a beneficial owner,
directly or indirectly, of securities of the Company
representing 5% or more of the combined voting power of
the Company's then outstanding securities and there is
outstanding an exchange or tender offer for securities
of the Company (other than any such exchange or tender
offer by the Company or by members of the Wrigley and
Offield families); or
(ii) if any "person" (as above-referenced but
excluding members of the Wrigley and Offield families)
is or becomes a beneficial owner, directly or
indirectly, of securities of the Company representing
20% or more of the combined voting power of the
Company's then outstanding securities.
(g) Form of Payment. Subject to the provisions of
Section 7(e) hereof, the cash amount paid to the executive, or in
case of death, to the executive's Beneficiary, as of any payment
date shall be equal to:
(i) with respect to variable and fixed money
credits: the dollar amount of all variable and fixed
money credits in respect of which payment is to be
made;
(ii) with respect to share units: shares of the
Common Stock, equal to the number of all share units in
respect of which payment is to be made on such payment
date or, at the election of the executive or
Beneficiary a cash payment in lieu of shares of the
Common Stock; provided, however, that if he or she is
a person subject to Section 16(b) of the Securities
Exchange Act of 1934, such election must be made either
(1) at least six (6) months prior to such payment date
or (2) during the period beginning on the third
business day following the date of release of the
Company's quarterly or annual summary statements of
sales and earnings and ending on the twelfth business
day following such date. The value of each share of the
Common Stock for this purpose shall be the price of the
Common Stock on the New York Stock Exchange during such
period immediately preceding the date or dates of
distribution, as the Compensation Committee shall
determine; and
<PAGE>
(iii) with respect to Investment Fund Credits:
the value of the Investment Fund Credits, either in
cash or in kind, at the election of the Executive on
the Executive's Deferral Election, or in the case of
the executive's death prior to commencement of
distribution, pursuant to the election of the
executive's Beneficiary.
Notwithstanding the foregoing, in the event that no timely election
is in effect with respect to the form of payment of the executive's
deferral account, all amounts credited as share units shall be
distributed in shares of the Common Stock, and all other amounts
shall be distributed in cash.
(h) As and when payment is made pursuant to this
Section 6, there shall be charged to and deducted from the deferred
compensation account of the executive a corresponding number of
share units, variable money credits, fixed money credits and
Investment Fund Credits.
2. Certain Provisions Relating to Participation
(a) No executive and no person claiming under or
through an executive shall have any right or interest, whether
vested or otherwise, in the Deferral Program or in its continuance.
(b) Except as otherwise required by applicable law,
no rights under the Deferral Program, contingent or otherwise,
shall be assignable or subject to any encumbrance, pledge or charge
of any nature, except that, under such rules and regulations as the
Compensation Committee may establish, an executive may designate a
Beneficiary to receive, in the event of death, any amount that
would otherwise have been payable to the executive or that may
become payable on account of his or her death except that, if any
amount shall become payable to the executor or administrator of the
executive, such executor or administrator may transfer the right to
the payment of any such amount to the person, persons or entity
(including a trust) entitled thereto under the will of the
executive or, in case of intestacy, under the laws relating to
intestacy.
<PAGE>
(c) By accepting any benefits under the Deferral
Program, each executive and each person claiming under or through
an executive shall be conclusively deemed to have indicated their
acceptance and ratification of and consent to any action or
decision taken or made or to be taken or made under the Deferral
Program by the Compensation Committee, the Company and the Board of
Directors.
(d) Subject to Section 10 hereof, each executive
shall have a vested, unconditional and nonforfeitable right to
receive a distribution or distributions of the amount credited to
the executive's deferred compensation account, but only at, and not
until, the time or times and only in the manner provided for in the
Deferral Program. However, no funds, securities or other property
of any nature shall be segregated or earmarked for any current or
former executive, Beneficiary or other person. Accordingly, no
current or former executive, Beneficiary or other person,
individually or as a member of a group, shall have any right, title
or interest in a deferred compensation account in any fund or
specific sum of money, in any asset or in any shares of stock that
may be acquired by the Company in respect of its obligations
hereunder, the sole right of the executive being to receive
distributions, as set forth in the Deferral Program, as a general
creditor of the Company with an unsecured claim against the
Company's general assets.
(e) Following the death of an executive,
distributions shall be made, or shall continue to be made, as
elected by the executive, to the Beneficiary designated in writing
at any time or from time to time by the executive with the approval
of the Company or, failing such a designation, to the spouse,
children (per stirpes), parents or estate (in that order) of the
executive (all such entities being herein included within the term
"Beneficiary"). Such distribution shall be made in the form and at
such time as was applicable to the executive; provided, however,
that the executive's Beneficiary may elect to receive the balance
of the executive's deferred compensation account in the form of an
immediate lump-sum distribution. Notwithstanding the foregoing, in
the event the executive dies prior to the distribution of any
portion of the executive's deferred compensation account credited
as fixed money credits, the executive's Beneficiary shall receive,
in a lump sum, the amounts credited as fixed money credits
increased to reflect interest equivalents at the Applicable Rate,
compounded annually for a guaranteed period from the date of the
executive's death until the earlier to occur of: (1) the tenth
anniversary of the first date as of which amounts were credited to
the executive's deferred compensation account as fixed money
credits, or (2) the date on which the executive elected to commence
distribution. For purposes of clause (2) of the preceding
sentence, an election to commence distribution upon the executive's
retirement shall be deemed to be an election to commence
distribution when the executive attains age sixty-five (65), or if
the executive, at death, is sixty-five (65) or older, then one year
following such death. Payment shall commence as soon as
practicable following the January 1, following the date of the
executive's death. If the executive dies after payment has
commenced, the remainder of the executive's deferred compensation
account credited as fixed money credits shall continue to be paid
to the executive's Beneficiary at the times and in the form of
distribution elected by the executive.
<PAGE>
(f) The Deferral Program shall be binding upon, and
shall inure to the benefit of, the Company and its successors and
assigns and the participating executives and their heirs,
administrators and personal representatives.
(g) The Company or a corporation or other form of
business association of which shares (or other ownership interests)
having 50% or more of the voting power are owned or controlled
directly or indirectly, by the Company (an "Associated Company")
may make such provisions as it may deem appropriate for the
withholding of any taxes that the Company or Associated Company
determines is required to be withheld in connection with any award
or distribution hereunder.
3. Amendment or Termination of the Deferral Program
The Deferral Program may at any time be amended or
terminated by the Compensation Committee without the consent of the
current or former executives or their beneficiaries; provided,
however, that neither amendment of the Deferral Program nor its
termination shall divest any executive or Beneficiary of the right
to receive an amount equal to the value of the executive's deferred
compensation account. Notwithstanding any other provision of the
Deferral Program to the contrary, the Compensation Committee may,
in its sole and absolute discretion, distribute in one lump-sum the
entire value of an executive's deferred compensation account upon
termination of the Deferral Program.
4. Change in Stock
In the event of any change in the outstanding shares of
the Common Stock by reason of any stock dividend, stock split,
recapitalization, merger, consolidation, exchange of shares or
other similar corporate change, the number of share units credited
to an executive shall be adjusted proportionately; provided,
however, that if a proportional adjustment cannot be made or the
Board of Directors determines that further adjustment is
appropriate to fairly accomplish the purposes of the Deferral
Program, the Board of Directors shall make such equitable
adjustment under the Deferral Program as it determines will fairly
preserve the intended benefits of the Deferral Program to the
executives and the Company.
5. Forfeiture
Notwithstanding any other provision of the Deferral
Program to the contrary, in the event that an executive is
discharged for reasons of, or voluntarily terminates after an
incident of, proven dishonesty, gross misconduct, fraud,
embezzlement, theft, perpetration of a crime, or any similar
conduct or act, or in the event that any such conduct or act is
discovered following the executive's termination of service with
the Company, the entire balance of the executive's deferred
compensation account may, at the discretion of the Compensation
Committee, be forfeited.
<PAGE>
Table of Contents
2 Wrigley at a Glance
4 President's Letter
6 Highlights
8 Statement of Earnings and Retained Earnings
9 Statement of Cash Flows
10 Balance Sheet
12 Notes to Financial Statements
20 Report of Management
21 Report of Independent Auditors
22 Selected Financial Data
24 Quarterly Data
25 Management's Discussion and Analysis
28 Directors
30 Elected Officers
31 Corporate Facilities and Associated Companies
32 Stockholder Information
<PAGE>
[Paste-up Letterhead Wm. Wrigley]
To the Stockholders and Employees
of the Wm. Wrigley Jr. Company
A year ago, I suggested to you that 1995 was going to be a
demanding year. It turned out to be just that--filled with
competitive challenges, changes in the retail trade, and softness
in several international economies. Despite these difficulties, we
accomplished, through the hard work of Wrigley men and women around
the globe, record sales and volume for the eleventh consecutive
year. Earnings too would have set another record in 1995 were it
not for the one-time real estate gain that gave 1994 results an
extra boost.
The combination of increased competitive activity and retail
consolidation made the going particularly difficult for the North
American region. But in a year when volume leveled off in the
overall U.S. chewing gum market, we posted a small market share
gain and managed a slight volume increase. Winterfresh, after a
fast start in late 1994, emerged as the star performer of our
U.S. business in 1995. It became one of our most successful new
products ever, rapidly assuming a market share on a par with
several of our long-established brands and surpassing a number of
our competitors' leading chewing gums.
Backing top quality products with effective advertising is
critical to our U.S. volume growth. With this in mind, we
constantly look for ways to improve our advertising, and just
recently began airing new commercials for Extra sugarfree gum and
Wrigley's Spearmint. While having the right product and the right
message are essential for success, effective distribution is
equally important. Given the changing profile of retail outlets
and the consolidation occurring in U.S. retailing, we have placed
added emphasis on increasing distribution through new and
nontraditional channels. Our plan is to continue this strategy.
We will also, as in the past, strive to offer better and more cost
effective services to all our wholesale and retail customers.
In Mexico, as predicted in last year's letter, the impact of
the peso's devaluation on our business was dramatic. Our volume
fell by three-fourths, wiping out the gains that had been achieved
in that country over the prior two years. We did, however, make up
some of the shortfall by expanding distribution and improving sales
throughout the balance of Latin America.
Our associates at Amurol also wrestled with difficult market
conditions and saw their volume decline. Outside of North America,
they recorded gains in most markets, but not enough to fully
compensate for the loss of their sales in Mexico. In the U.S.,
they faced an influx of new competitors in the kids' confectionery
business. As a result, while Amurol remains a leader in this
market segment, future gains will not come easily as more products
in the category vie for retailer and consumer attention. On a
positive note, their new facility is providing more efficient
production and greater flexibility in responding to changing
consumer preferences.
While your Company's overall rate of growth in the European
region slowed somewhat in 1995, there were some notable successes.
Sugarfree products led the way to double-digit volume increases in
Central Europe and Scandinavia. Sales in Eastern Europe slackened
early in 1995, but rebounded during the second half of the year,
supporting our belief in the long-term potential for this area.
Europe's overall gains were tempered primarily by sluggish sales in
Germany and the United Kingdom, two of our largest international
markets. Shipments in both countries were relatively flat in 1995,
reflecting generally softer economic conditions and competition
with several new items.
Although Europe has had the top growth rate in recent years,
the Asia/Pacific region was the Company's fastest growing in 1995.
Progress in China accelerated as we broadened our distribution in
the major coastal cities, sharply increasing shipments as well as
the percentage of the Chinese population having access to our
products. Business strengthened in the mature Philippine market,
as we recovered some of the volume loss resulting from the 1994
price increase. Higher marketing investments in Malaysia were
rewarded with solid growth, and volume gains were also recorded in
the established markets of Taiwan and Hong Kong. Finally,
geographic expansion continued in the region, as we began marketing
operations in India and achieved national distribution in Vietnam
supported by vigorous merchandising and advertising activities.
<PAGE>
As anticipated, capital spending in 1995 was the highest
ever for your Company, finishing the year at just over $100
million. Our new plant in India officially opened at the end of the
first quarter, and our facility in Poznan, Poland began producing
chewing gum at the beginning of 1996.
Opening a plant in Poland was driven both by the need to add
manufacturing capacity in Europe and the desire to keep our
consumer prices as attractive as possible. The Poznan factory's
output helps reduce the duties we currently pay for importing
chewing gum into this market. Providing our consumers with the
value they have come to expect requires us to take advantage of
every opportunity to streamline costs, including the alignment of
our sources of supply with the areas of growing demand.
In 1996, capital expenditures are expected to significantly
exceed 1995's record level. Further investments will be made in
capacity to support expanded distribution in China and India and
enable our Polish factory to supply gum to other Central European
countries. Changing consumer preferences and the resulting need
for additional equipment, especially in Europe, have also affected
capital spending plans.
The investments we have made over the past several years in
people, facilities, merchandising and advertising have positioned
us well in our increasingly competitive environment. To stay
ahead, we must continue to exercise pricing restraint, advertise
heavily, merchandise extensively at all levels of distribution and
source our products appropriately. Over a relatively short period
of time, we have gained access to significant new segments of the
world's population, and we want to raise their awareness of the
Wrigley name to the same high level that has been achieved in our
traditional markets. While we must prove ourselves to new
consumers and retail and wholesale customers, we are confident we
can establish what the Wrigley Company is known for elsewhere in
the world--quality products, quality service and value.
Our worldwide Wrigley team has always been focused and
hard-working. In 1996, they will be increasingly called upon to
demonstrate resourcefulness and flexibility under rapidly changing
business conditions. With your support, we believe that the
combination of this team effort and the strength of our global
brands will enable your Company to build our business for the long
haul.
Sincerely,
[SIG]
William Wrigley
<PAGE>
<TABLE>
Highlights of Operations
Wm. Wrigley Jr. Company and Associated Companies
1995 1994
In thousands of dollars
except for per share
amounts
<S> <C> <C>
Net Sales $1,754,931 1,596,551
Earnings before nonrecurring gain on sale of Singapore
property in 1994 223,739 205,767
--Per Share of Common Stock 1.93 1.77
Net Earnings 223,739 230,533
--Per Share of Common Stock 1.93 1.98
Dividends Paid 111,401 104,694
--Per Share of Common Stock .96 .90
Property Additions 102,759 87,013
Stockholders' Equity 796,852 688,470
Return on Average Equity 30.1% 36.5%
Stockholders at Close of Year 28,959 24,078
Average Shares Outstanding (000) 116,066 116,358
For additional historical financial data, see page 22.
</TABLE>
<PAGE>
Financial Information
<PAGE>
<TABLE>
Consolidated Statement of
Earnings and Retained Earnings
Wm. Wrigley Jr. Company and Associated Companies
Year Ended December 31 1995 1994 1993
In thousands of dollars except
for per share amounts
<S> <C> <C> <C>
Earnings
Revenues:
Net sales $1,754,931 1,596,551 1,428,504
Investment and other income 14,811 26,597 11,938
Nonrecurring gain on sale of Singapore
property -- 38,102 --
Total revenues 1,769,742 1,661,250 1,440,442
Costs and expenses:
Cost of sales 778,019 697,442 617,156
Selling, distribution and general
administrative 639,537 609,039 542,944
Interest 1,955 1,490 1,507
Total costs and expenses 1,419,511 1,307,971 1,161,607
Earnings before income taxes 350,231 353,279 278,835
Income taxes 126,492 122,746 103,944
Net earnings 223,739 230,533 174,891
Retained Earnings
Retained earnings at beginning of year 685,850 564,640 491,481
Dividends declared
(per share: 1995--$.99; 1994--$.94;
1993--$.75) (114,852) (109,323) (87,301)
Treasury stock retirement (8,194) -- (14,431)
Retained earnings at end of year $ 786,543 685,850 564,640
Per Share Amounts
Net earnings per average share of common stock $ 1.93 1.98 1.50
Dividends paid per share of common stock $ .96 .90 .75
See accompanying accounting policies and notes.
</TABLE>
<PAGE>
<TABLE>
Consolidated Statement
of Cash Flows
Wm. Wrigley Jr. Company and Associated Companies
Year Ended December 31 1995 1994 1993
In thousands of dollars
<S> <C> <C> <C>
Cash Flows--Operating Activities
Net earnings $ 223,739 230,533 174,891
Adjustments to reconcile net earnings to
net cash flows from operating activities:
Depreciation 43,773 41,057 34,565
Gain on sales of property, plant and
equipment (1,090) (38,762) (806)
(Increase) decrease in:
Accounts receivable (28,619) (13,608) (26,754)
Inventories (11,422) (38,086) (24,771)
Other current assets 2,164 (13,578) (1,551)
Other assets and deferred charges (6,297) 461 (3,929)
Increase (decrease) in:
Accounts payable 6,427 3,086 10,298
Accrued expenses (3,657) (525) 18,157
Income and other taxes payable (6,889) 35,774 (14,241)
Deferred income taxes 720 (7,894) (3,834)
Other noncurrent liabilities 3,702 5,078 9,345
Net cash flows--operating activities 222,551 203,536 171,370
Cash Flows--Investing Activities
Additions to property, plant and equipment (102,759) (87,013) (63,095)
Proceeds from property retirements 3,690 40,855 4,042
Purchases of short-term investments (281,065) (232,591) (140,186)
Maturities of short-term investments 277,913 234,092 135,204
Net cash flows--investing activities (102,221) (44,657) (64,035)
Cash Flows--Financing Activities
Dividends paid (111,401) (104,694) (87,344)
Common stock purchased (11,811) (13,225) (15,077)
Net cash flows--financing activities (123,212) (117,919) (102,421)
Effect of exchange rate changes on cash
and cash equivalents 1,038 319 (2,768)
Net increase (decrease) in cash and cash
equivalents (1,844) 41,279 2,146
Cash and cash equivalents at beginning of year 127,569 86,290 84,144
Cash and cash equivalents at end of year $ 125,725 127,569 86,290
Supplemental Cash Flow Information
Income taxes paid $ 133,494 94,576 124,127
Interest paid $ 1,957 1,508 1,491
Interest and dividends received $ 14,639 12,135 12,164
See accompanying accounting policies and notes.
</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheet
Wm. Wrigley Jr. Company and Associated Companies
As of December 31 1995 1994
In thousands of dollars
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 125,725 127,569
Short-term investments, at amortized cost 105,947 102,679
Accounts receivable
(less allowance for doubtful accounts:
1995--$9,060; 1994--$6,645) 170,803 138,547
Inventories--
Finished goods 54,231 59,205
Raw materials and supplies 181,116 161,904
235,347 221,109
Other current assets 24,683 25,924
Deferred income taxes--current 9,591 7,484
Total current assets 672,096 623,312
Marketable equity securities, at fair value 19,827 14,687
Deferred charges and other assets 39,696 30,581
Deferred income taxes--noncurrent 20,109 20,834
Property, plant and equipment, at cost:
Land 24,478 23,281
Buildings and building equipment 230,065 204,877
Machinery and equipment 475,955 410,305
730,498 638,463
Less accumulated depreciation 383,007 349,043
347,491 289,420
Total assets $1,099,219 978,834
</TABLE>
<PAGE>
<TABLE>
As of December 31 1995 1994
In thousands of dollars
and shares
<S> <C> <C>
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 75,815 68,097
Accrued expenses 67,958 69,716
Dividends payable 19,720 16,269
Income and other taxes payable 49,152 55,178
Deferred income taxes--current 768 638
Total current liabilities 213,413 209,898
Deferred income taxes--noncurrent 19,536 15,760
Other noncurrent liabilities 69,418 64,706
Stockholders' equity:
Preferred stock--no par value
Authorized: 20,000 shares
Issued: None
Common stock--no par value
Common stock
Authorized: 400,000 shares
Issued: 1995--91,541 shares; 1994--91,326 shares 12,205 12,177
Class B common stock--convertible
Authorized: 80,000 shares
Issued and outstanding: 1995--24,680 shares;
1994--25,075 shares 3,291 3,343
Additional paid-in capital 1,625 1,781
Retained earnings 786,543 685,850
Foreign currency translation adjustment (8,038) (13,502)
Unrealized holding gains on marketable equity securities 11,404 7,855
Common stock in treasury, at cost
(1995--219 shares; 1994--192 shares) (10,178) (9,034)
Total stockholders' equity 796,852 688,470
Total liabilities and stockholders' equity $1,099,219 978,834
See accompanying accounting policies and notes.
</TABLE>
<PAGE>
Accounting Policies and Notes to
Consolidated Financial Statements
Wm. Wrigley Jr. Company and Associated Companies
Consolidation and
Description of Business
The consolidated financial statements include the accounts of the
Wm. Wrigley Jr. Company and its associated companies (the
Company). 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.
Conformity with generally accepted accounting principles requires
management to make estimates and assumptions when preparing
financial statements that affect assets, liabilities, revenues and
expenses. Actual results may vary from those estimates. Certain
amounts for 1993 and 1994 have been reclassified to conform to the
1995 presentation.
Nonrecurring Gain on Sale of
Singapore Property
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 $38,102,000. This nonrecurring
gain, reported in the first quarter of 1994, increased net earnings
by an after tax amount of $24,765,000 or $.21 per share.
Advertising
The Company expenses all advertising costs in the year incurred.
Advertising expense was $240,925,000 in 1995, $225,291,000 in 1994
and $198,985,000 in 1993.
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 amortized cost, which
approximates fair value. The aggregate fair values at December 31,
1995 and December 31, 1994 were, respectively, $82,740,000 and
$69,287,000 for municipal securities, and $23,207,000 and
$33,392,000 for other debt securities.
The Company's investments in marketable equity securities
are held for an indefinite period. Application of SFAS No. 115
resulted in unrealized holding gains of $17,544,000 at December 31,
1995 and $12,085,000 at December 31, 1994. The aggregate fair
value of the Company's marketable equity securities at December 31,
1995 and 1994 totaled $19,827,000 and $14,687,000 respectively.
The unrealized holding gains, net of the related tax effect, added
$11,404,000 and $7,855,000 to Stockholders' equity at December 31,
1995 and 1994, respectively. At the end of 1994,
Section 170 (e)(5) of the U.S. Internal Revenue Code expired,
greatly reducing the tax deductibility of appreciated securities
contributed to private foundations. In anticipation of this
change, a contribution of marketable equity securities having a
fair value of $14,966,000 and an original cost of $624,000 was made
to the Company's charitable foundation in 1994.
Cash and Cash Equivalents
The Company considers all highly-liquid debt instruments with a
maturity of three months or less to be cash equivalents.
Inventories
Inventories at December 31, 1995 and 1994 included $108,354,000 and
$109,707,000, respectively, valued at cost on a last-in, first-out
(LIFO) basis. If current costs had been used, such inventories
would have been $46,483,000 and $46,326,000 higher than reported at
December 31, 1995 and 1994, respectively. The non-LIFO inventories
are valued at the lower of cost (principally first-in, first-out
basis) or market.
<PAGE>
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). Depreciation is
provided primarily by the straight-line method for international
associated companies and by the accelerated method, with a change
to straight-line in the latter years of useful life, for the
U.S. companies. The amounts were:
<TABLE>
1995 1994 1993
In thousands of dollars
<S> <C> <C> <C>
Straight-Line $25,804 17,531 15,639
Accelerated 17,969 23,526 18,926
</TABLE>
<PAGE>
Foreign Currency Translation
and Exchange Contracts
The Company has determined that the functional currency for each
associated company except for selected Eastern and Central European
entities is its local currency. Some Eastern and Central 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:
<PAGE>
<TABLE>
In thousands of dollars
<S> <C>
Balance at 12/31/92 $(9,692)
1993 Adjustment (15,065)
Balance at 12/31/93 (24,757)
1994 Adjustment 11,255
Balance at 12/31/94 (13,502)
1995 Adjustment 5,464
Balance at 12/31/95 $ (8,038)
</TABLE>
Certain foreign associated companies enter into fixed rate currency
exchange contracts as non-speculative hedges against future
material purchase commitments among associated companies. In
addition, the Parent Company enters into such contracts from time
to time as non-speculative hedges regarding known future
commitments 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, 1995, foreign exchange rate contracts for a number
of currencies, primarily French francs, German marks, and
U.S. dollars, maturing at various dates through December 31, 1996
aggregated $142,003,000. Open foreign exchange contracts at
December 31, 1994 aggregated $180,639,000. Unrealized gains or
losses on these contracts were not significant as of either
December 31, 1995 or 1994.
Accrued Expenses
Accrued expenses at December 31, 1995 and 1994 included $23,617,000
and $23,758,000 of payroll expenses, respectively.
Other Noncurrent Liabilities
Other noncurrent liabilities at December 31, 1995 included
liabilities for approximately $19,900,000 of deferred compensation
and $16,100,000 for postretirement benefit plans. At December 31,
1994, they included liabilities for approximately $11,700,000 of
deferred compensation and $20,000,000 for postretirement benefits.
<PAGE>
<TABLE>
Common Stock
Following is a summary of activity in Common Stock, paid-in capital and treasury stock:
Additional
Common Stock Class B Common Paid-In Treasury Stock
Shares Amount Shares Amount Capital Shares Amount
In thousands of dollars and shares
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at 12/31/92 90,411 $12,121 26,423 $3,457 $1,568 -- $ --
Treasury Stock Purchases -- -- -- -- -- 450 (15,077)
Treasury Stock Retirement (433) (58) -- -- -- (433) 14,489
Conversion 611 15 (611) (15) -- -- --
Issuances -- -- -- -- (67) (17) 588
Stock Split -- -- -- -- (34) -- --
Balance at 12/31/93 90,589 12,078 25,812 3,442 1,467 -- --
Treasury Stock Purchases -- -- -- -- -- 292 (13,225)
Conversion 737 99 (737) (99) -- -- --
Issuances -- -- -- -- 140 (100) 4,191
Expired Put Option -- -- -- -- 174 -- --
Balance at 12/31/94 91,326 12,177 25,075 3,343 1,781 192 (9,034)
Treasury Stock Purchases -- -- -- -- -- 261 (11,811)
Treasury Stock Retirement (180) (24) -- -- -- (180) 8,218
Conversion 395 52 (395) (52) -- -- --
Issuances -- -- -- -- (156) (54) 2,449
Balance at 12/31/95 91,541 $12,205 24,680 $3,291 $1,625 219 $(10,178)
</TABLE>
<PAGE>
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.
The Management Incentive Plan (MIP) established in 1988 was
designed to provide key employees the opportunity to participate in
the long-term growth and profitability of the Company through
equity-based incentives. In accordance with the MIP, shares of
Company stock or deferral share units are awarded by the
Long-Term Stock Grant, Stock Award, and Alternate Investment and
Savings Plan programs to key employees. Deferral share units are
also awarded to non-employee directors. Neither the cost to
provide share and share units nor the number of shares which may be
issued is material.
Each share of Class B Common Stock has ten votes, is
restricted as to transfer or other disposition and is convertible
at any time into one share of Common
Stock.
Additional paid-in capital primarily 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.
Treasury Stock is acquired for MIP plans or under a
resolution the Board of Directors adopted at its meeting of August
18, 1993 authorizing the Company to purchase from time to time
shares of the Company's Common Stock not to exceed $100,000,000 in
aggregate price. 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. On December 22, 1995, 180,000 shares of Common Stock
were retired.
Pursuant to an agreement in 1992 with the Offield Family
Foundation, the Company purchased shares of Wrigley stock in
quarterly increments of 150,000 shares based on the average New
York Stock Exchange daily closing price of the Company's Common
Stock during each quarter. Purchases during 1993 were 450,000
shares at an average price of $33.50. On June 9, 1994, the Company
agreed to an unsolicited offer from the Wrigley Memorial Garden
Foundation, to purchase 345,072 shares of Wrigley Common Stock in
four quarterly installments. The purchase amount was based on the
average New York Stock Exchange daily closing price of the
Company's Common Stock during each quarter. Purchases during 1994
and 1995 were 172,536 shares at an average price of $44.19 and
172,536 shares at an average price of $45.34, respectively.
Income Taxes
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. Components of net deferred tax assets are as
follows:
<TABLE>
1995 1994
In thousands of dollars
<S> <C> <C>
Accrued compensation,
pension and
postretirement benefits $15,804 15,399
Depreciation (7,899) (7,933)
Unrealized holding gains (6,140) (4,230)
All other--net 7,631 8,684
Net deferred tax asset $ 9,396 11,920
</TABLE>
<PAGE>
<TABLE>
Balance sheet classifications of deferred taxes are as follows:
1995 1994
In thousands of dollars
<S> <C> <C>
Deferred tax asset--
current $ 9,591 7,484
Deferred tax asset--
noncurrent 20,109 20,834
Deferred tax liability--
current (768) (638)
Deferred tax liability--
noncurrent (19,536) (15,760)
Net deferred tax asset $ 9,396 11,920
</TABLE>
Applicable U.S. income and foreign withholding taxes have
not been provided on $239,025,000 of undistributed earnings of
international associated companies at December 31, 1995. 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 $18,318,000 of deferred income taxes,
consisting primarily of foreign withholding taxes, would have been
provided. 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:
<TABLE>
1995 1994 1993
In thousands of dollars
<S> <C> <C> <C>
Domestic $172,373 172,194 157,431
Foreign 177,858 181,085 121,404
$350,231 353,279 278,835
</TABLE>
Reconciliation of the provision for income taxes computed at
the U.S. Federal statutory rate of 35% for 1995, 1994 and 1993 to
the reported provision for income taxes is as follows:
<TABLE>
1995 1994 1993
In thousands of dollars
<S> <C> <C> <C>
Provision at statutory rate $122,581 123,648 97,592
State taxes--net 8,963 8,308 8,101
Foreign tax rates 2,695 361 405
Contribution of appreciated securities -- (5,020) --
Other--net (7,747) (4,551) (2,154)
$126,492 122,746 103,944
</TABLE>
<PAGE>
<TABLE>
The components of the provision for income taxes for 1995, 1994, and 1993 were:
Current Deferred Total
In thousands of dollars
<S> <C> <C> <C>
1995
Federal $ 45,770 (1,333) 44,437
Foreign 66,154 2,053 68,207
State 13,848 -- 13,848
$125,772 720 126,492
1994
Federal $ 63,941 (8,171) 55,770
Foreign 53,560 277 53,837
State 13,139 -- 13,139
$130,640 (7,894) 122,746
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
</TABLE>
<PAGE>
Retirement Plans
The Company maintains non-contributory defined benefit pension
plans covering substantially all of its 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 for benefits earned to
date and expected to be earned in the future. The components of
consolidated net pension cost are presented below:
<TABLE>
1995 1994 1993
Domestic Foreign Domestic Foreign Domestic Foreign
In thousands of dollars
<S> <C> <C> <C> <C> <C> <C>
Service Cost--
Benefits Earned During the Year $ 5,754 3,133 7,467 3,163 7,542 2,806
Interest Cost on Projected
Benefit Obligation 14,202 3,809 14,104 3,164 12,898 3,061
Actual Return on Plan Assets (31,984) (4,258) (79) (3,820) (14,653) (3,433)
Net Amortization and Deferral 16,033 (301) (15,087) (437) 629 (317)
Other Pension Plans 433 3,846 500 2,984 173 2,247
Net Pension Cost $ 4,438 6,229 6,905 5,054 6,589 4,364
Assumptions used to determine net pension cost and the actuarial present value of the projected
benefit obligation were as follows:
1995 1994 1993
Domestic Foreign Domestic Foreign Domestic Foreign
<S> <C> <C> <C> <C> <C> <C>
Discount Rates 7.25% 7.5-9.0% 8.0% 6.5-8.0% 7.0% 7.5-9.0%
Long-Term Rates of Return
on Assets 8.5% 7.0-9.0% 8.5% 6.5-8.0% 8.5% 5.0-9.0%
Rates of Increase in
Compensation Levels 4.75% 5.0-6.0% 4.75% 3.5-7.0% 4.75% 5.0-8.0%
</TABLE>
<PAGE>
Domestic plan assets consist primarily 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>
1995 1994
Domestic Foreign Domestic Foreign
In thousands of dollars
<S> <C> <C> <C> <C>
Plan Assets at Fair Value $218,472 51,957 188,446 51,367
Actuarial Present Value of
Benefit Obligation:
Vested benefits 160,944 38,261 139,460 34,973
Nonvested benefits 5,984 802 4,583 2,732
Accumulated benefit obligation 166,928 39,063 144,043 37,705
Projected future salary
increases 44,237 10,279 41,011 6,153
Projected benefit obligation 211,165 49,342 185,054 43,858
Plan Assets in Excess of
Projected Benefit Obligation 7,307 2,615 3,392 7,509
Less Items Not Yet Recognized
in Earnings:
Unrecognized prior service cost (181) (435) (520) (607)
Unrecognized net gain (loss) 7,385 (746) 6,285 4,514
Unrecognized transition asset 2,683 3,703 3,101 4,190
Accrued Pension Liability $ 2,580 (93) 5,474 588
</TABLE>
In addition to the defined benefit plans described above,
the Company also sponsors defined contribution plans within the
U.S. and at selected foreignassociated companies. The plans cover
full time employees and provide for contributions of between 3% and
5% of salary. The Company's expense for the defined
contribution plans totaled $4,850,000, $4,476,000 and $4,001,000 in
1995, 1994 and 1993, respectively.
<PAGE>
Postretirement Benefits
The Company provides limited postretirement healthcare benefits on
a contributory basis and life insurance benefits in the U.S. and at
certain international associated companies. The cost of
postretirement benefits is provided for during the employee's
active working career.
A reconciliation of the plans' funded status to the amounts
reported in the financial statements follows:
<TABLE>
1995 1994
In thousands of
dollars
<S> <C> <C>
Accumulated
Postretirement
Benefit Obligation:
Retirees $ 5,500 5,500
Active employees 17,700 14,500
Total 23,200 20,000
Plan Assets 6,200 2,400
Accumulated
Postretirement
Benefit Obligation
in Excess of Plan Assets 17,000 17,600
Unrecognized
Actuarial Gain (Loss) (900) 2,400
Accrued
Postretirement Liability $16,100 20,000
The components of the net periodic post retirement benefit cost are as follows:
1995 1994 1993
In thousands of dollars
<S> <C> <C> <C>
Service Cost $ 800 900 1,000
Interest Cost 1,600 1,500 1,500
Return on Plan Assets (300) (200) (200)
Net Periodic Expense $2,100 2,200 2,300
Actuarial assumptions used to measure the postretirement benefit cost are as follows:
1995 1994 1993
In thousands of dollars
<S> <C> <C> <C>
Discount Rate 7.25% 8.0% 7.25%
Healthcare
Trend to 2002 (in 1995) 9.375-5.0% 10.0-5.0% 12.9-5.0%
Return on Plan Assets 5.5% 5.5% 5.5%
Effects of increasing the healthcare trend rates by one percentage point in each year are summarized below:
1995 1994 1993
In thousands of dollars
<S> <C> <C> <C>
Increase Accumulated
Postretirement
Benefit
Obligation by $2,300 1,900 4,500
Increase
Postretirement
Benefit Cost by 300 300 800
</TABLE>
<PAGE>
Operations by Geographic Areas
Information concerning the Company's operations in different
geographic areas at December 31, 1995, 1994 and 1993, 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 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>
1995 1994 1993
In thousands of dollars
<S> <C> <C> <C>
Revenues:
North America (principally U.S.) $ 922,185 938,0341 883,658
Europe 703,349 573,153 456,536
Asia, Pacific & Other 189,619 199,6382 140,050
Adjustments and eliminations (45,411) (49,575) (39,802)
Total revenues $1,769,742 1,661,250 1,440,442
Operating Profit:
North America (principally U.S.) $ 177,563 176,794 163,174
Europe 141,737 107,390 92,712
Asia, Pacific & Other 33,975 70,3902 24,353
Adjustments and eliminations (300) 1,020 1,160
352,975 355,594 281,399
Interest and General Corporate Expenses (2,744) (2,315) (2,564)
Earnings before income taxes $ 350,231 353,279 278,835
Identifiable Assets Used in Operations:
North America (principally U.S.) $ 593,387 574,125 501,527
Europe 353,227 264,136 185,242
Asia, Pacific & Other 126,931 121,339 92,473
Adjustments and eliminations 5,847 4,547 4,665
1,079,392 964,147 783,907
Corporate Assets 19,827 14,687 31,417
Total assets $1,099,219 978,834 815,324
1 Includes nonrecurring gain of $14,342 on marketable equity securities contributed to the Company's charitable foundation.
2 Includes nonrecurring gain of $38,102 on sale of Singapore property.
</TABLE>
<PAGE>
Management's Report on Responsibility
for Financial Reporting
Management of the Wm. Wrigley Jr. Company is responsible for the
preparation and integrity of the financial statements and related
information presented in this Annual Report. This responsibility
is carried out through a system of internal controls to insure that
assets are safeguarded, transactions are properly authorized
and financial records are accurate.
These controls include a comprehensive internal audit program,
written financial policies and procedures, appropriate divisions of
responsibility, and careful selection and training of personnel.
Written policies include a code of conduct prescribing that all
employees maintain the highest ethical and business standards.
Ernst & Young LLP have conducted an independent audit of the
financial statements, and their report appears on the facing page.
The Board of Directors exercises its control responsibility through
an Audit Committee composed entirely of outside directors. The
Audit Committee meets regularly to review accounting and control
matters. Both Ernst & Young LLP and the internal auditors have
direct access to the Audit Committee and periodically meet
privately with them.
Wm. Wrigley Jr. Company
Chicago, Illinois
January 30, 1996
<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 associated companies at December 31, 1995
and 1994, and the related consolidated statements of earnings and
retained earnings and cash flows for each of the three years in the
period ended December 31, 1995. 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 associated companies at
December 31, 1995 and 1994, and the consolidated results of their
operations and cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted
accounting principles.
Ernst & Young LLP
Chicago, Illinois
January 30, 1996
<PAGE>
<TABLE>
Selected Financial Data
Wm. Wrigley Jr. Company and Associated Companies
1995 1994 1993 1992
<S> <C> <C> <C> <C>
Operating Data
Net Sales $1,754,931 1,596,551 1,428,504 1,286,921
Cost of Sales 778,019 697,442 617,156 572,468
Income Taxes 126,492 122,746 103,944 83,730
Earnings before nonrecurring
gain on sale of Singapore
property in 1994 and
cumulative effect of
accounting changes in 1992 223,739 205,767 174,891 148,573
--Per Share of Common Stock 1.93 1.77 1.50 1.27
Net Earnings 223,739 230,533 174,891 141,295
--Per Share of Common Stock 1.93 1.98 1.50 1.21
Dividends Paid 111,401 104,694 87,344 72,511
--Per Share of Common Stock .96 .90 .75 .62
--As a Percent of Net Earnings 50% 45% 50% 51%
Dividends Declared
Per Share of Common Stock .99 .94 .75 .63
Average Shares Outstanding 116,066 116,358 116,511 117,055
Other Financial Data
Total Property, Plant and
Equipment (Net) $ 347,491 289,420 239,868 222,137
Total Assets 1,099,219 978,834 815,324 711,372
Working Capital 458,683 413,414 343,132 299,149
Stockholders' Equity 796,852 688,470 575,182 498,935
Return on Average Equity 30.1% 36.5% 32.6% 29.4%
Stockholders at Close of Year 28,959 24,078 18,567 14,546
Employees at Close of Year 7,300 7,000 6,700 6,400
Market Price of Stock--High 54.000 53.875 46.125 39.875
--Low 42.875 38.125 29.500 22.125
</TABLE>
<PAGE>
<TABLE>
In thousands of dollars and shares except for per share amounts
<S> <C> <C> <C> <C> <C> <C> <C>
1991 1990 1989 1988 1987 1986 1985
1,148,875 1,110,639 992,853 891,392 781,059 698,982 620,267
507,795 508,957 451,773 392,460 338,081 318,280 295,430
79,362 70,897 64,277 53,491 52,863 49,840 36,963
128,652 117,362 106,149 87,236 70,145 53,818 43,498
1.09 1.00 .90 .73 .56 .42 .34
128,652 117,362 106,149 87,236 70,145 53,818 43,498
1.09 1.00 .90 .73 .56 .42 .34
64,609 58,060 53,506 43,591 35,080 27,056 21,819
.55 .49 .45 .36 .28 .21 .17
50% 49% 50% 50% 50% 50% 50%
.55 .51 .47 .37 .29 .22 .17
117,517 117,743 118,035 120,308 125,006 126,817 126,697
201,386 188,959 171,951 155,260 151,425 134,383 129,194
625,074 563,665 498,624 440,400 407,350 394,352 351,512
276,047 229,735 186,588 165,430 149,154 168,754 131,839
463,399 401,386 342,994 308,538 288,965 292,962 258,809
29.8% 31.5% 32.6% 29.2% 24.1% 19.5% 17.8%
11,086 10,497 10,218 9,440 9,351 8,956 8,344
6,250 5,850 5,750 5,500 5,500 5,500 5,600
27.000 19.750 17.917 13.750 11.833 8.667 5.271
16.375 14.583 11.833 10.667 6.500 4.583 3.188
</TABLE>
<PAGE>
<TABLE>
Quarterly Data
Wm. Wrigley Jr. Company and Associated Companies
Consolidated Results
Cost Net Earnings
Net of Per
Sales Sales Amount Share
In thousands of dollars except
for per share amounts
<S> <C> <C> <C> <C>
1995
First Quarter $ 410,159 181,761 55,276 .48
Second Quarter 470,648 208,076 63,896 .55
Third Quarter 431,479 189,939 58,288 .50
Fourth Quarter 442,645 198,243 46,279 .40
Total $1,754,931 778,019 223,739 1.93
1994
First Quarter $ 378,557 162,936 75,942 .65
Second Quarter 423,048 185,761 58,347 .50
Third Quarter 404,087 172,838 61,621 .53
Fourth Quarter 390,859 175,907 34,623 .30
Total $1,596,551 697,442 230,533 1.98
</TABLE>
Net earnings for the first quarter 1994 included $24,765,000 or
$.21 per share from the sale of Singapore property.
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.
<TABLE>
1995 1994
High Low High Low
<S> <C> <C> <C> <C>
First Quarter $49 1/4 43 1/2 53 7/8 43 1/4
Second Quarter 47 3/8 42 7/8 52 1/4 46 7/8
Third Quarter 51 1/4 43 1/2 48 1/2 38 1/8
Fourth Quarter 54 46 3/8 49 5/8 39 1/2
Dividends
</TABLE>
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.
<TABLE>
1995 1994
Regular Extra Total Regular Extra Total
<S> <C> <C> <C> <C> <C>
First Quarter $.14 .14 .12 .12
Second Quarter .14 .14 .12 .12
Third Quarter .17 .17 .12 .12
Fourth Quarter .17 .37 .54 .14 .44 .58
Total $.62 .37 .99 .50 .44 .94
</TABLE>
<PAGE>
Management's Discussion and Analysis of Results of
Operations and Financial Condition
Results of Operations
Net Sales
Consolidated net sales for 1995 increased $158,380,000 or 10% from
1994's level which was up $168,047,000 or 12% from 1993. Net sales
for both 1995 and 1994 were favorably affected by higher unit
volume, selected selling price increases, and translation of
foreign currency sales to U.S. dollars at higher average foreign
currency rates. Worldwide unit sales of chewing gum increased 2%
in 1995 from 1994 which were up 9% from 1993. Selected selling
price changes increased net sales about 3% in 1995 and 2% in 1994.
In North America, U.S. unit volume of Wrigley brands was
less than 1% above 1994 which was up 3% from 1993. Increased
shipments of Winterfresh@, a sugar product introduced in 1994,
tended to offset volume declines from other brands in the U.S. in
1995. Winterfresh accounted for most of the U.S. gain in 1994.
Decreased sales to Mexico lowered North American unit volume in
1995 by 2% following higher shipments in 1994 which increased the
region's volume by 2% from 1993. At Amurol Confections Company,
1995 unit shipments decreased 6% from 1994 which were up 2% from
1993.
Overseas, unit volume increased 8% in 1995 from 1994 which
increased 15% from 1993. Customer shipments to emerging markets in
China, Vietnam and Central Europe led to most of the gain in 1995.
Shipments in Eastern and Central Europe, the U.K. and Germany
accounted for over two-thirds of the overseas gains in 1994.
Asia/Pacific 1994 unit volume gains were relatively small as a
decline in the Philippines following a selling price increase
tended to offset the volume increases in China and other markets.
Investment and Other Income
In 1995, consolidated investment and other income decreased by
$11,786,000 or 44% mainly due to the 1994 one-time gain on
marketable equity securities noted below. Higher invested balances
and yields in 1995 partially offset the one-time decrease from
1994.
Investment and other income increased in 1994 from 1993 by
$14,659,000 or 123% due to recognition of $14,342,000 market
appreciation of the marketable equity securities contributed to the
Company's charitable foundation. This 1994 gain was offset by
contribution expense classified in Selling, Distribution and
General Administrative Expenses. The contribution was made in
anticipation of a change in the income tax deductibility of such
contributions after 1994.
Cost of Sales and Gross Profit
Consolidated cost of sales increased $80,577,000 or nearly 12% in
1995 from 1994 mainly due to higher product costs, foreign currency
translation at higher exchange rates and increased international
volume.
In 1994, cost of sales increased $80,286,000 or 13% from
1993. Most of this increase was from the higher worldwide
shipments and increased costs including import duties in Central
and Eastern Europe. Translation of foreign currency costs at
higher average exchange rates also added to the increase from 1993.
Consolidated gross profit in 1995 was $976,912,000, an
increase of $77,803,000 or nearly 9% from 1994 which had increased
$87,761,000 or 11% from 1993. The consolidated gross profit margin
on net sales was 55.7% for 1995, 56.3% for 1994 and 56.8% for 1993.
Generally higher product costs led to the somewhat lower margin
in 1995 while sales growth in markets with lower margins led to the
slightly lower consolidated margin in 1994 from 1993.
<PAGE>
Selling, Distribution and
General Administrative
Expenses
Consolidated selling, distribution and general administrative
expenses increased $30,498,000 or 5% in 1995 from 1994 which were
up $66,095,000 or nearly 12% from 1993. The increase in 1994
includes the Company's contribution of appreciated marketable
equity securities to its charitable foundation previously discussed
in Investment and Other Income. Excluding the nonrecurring amount
of the 1994 contribution would result in an increase of $44,498,000
or 7% in 1995 from 1994 and $52,095,000 or nearly 10% in 1994 from
1993. Worldwide selling and marketing expenditures were a major
factor in those increases each year.
As a percentage of consolidated net sales, these expenses
have been as follows:
<TABLE>
1995 1994 1993
<S> <C> <C>
Selling and Marketing 26.0% 26.1% 25.9%
Distribution and
General Administrative 10.4% 12.0% 12.1%
36.4% 38.1% 38.0%
</TABLE>
Income Taxes
The effective consolidated income tax rate was 36.1% in 1995, 34.7%
in 1994 and 37.3% in 1993. The lower effective rate in 1994 is
mainly from the tax benefit of the contribution of appreciated
securities to the Company's foundation noted above. Excluding the
effect of this transaction, the 1994 effective tax rate would
have been about 36.2%.
Income taxes in 1995 increased by $3,746,000 or 3% from 1994
which increased $18,802,000 or 18% from the prior year.
Net Earnings
Consolidated net earnings in 1995 decreased by $6,794,000 and $.05
per share or 3% from 1994. However, 1994 net earnings of
$230,533,000 and $1.98 per share included
the gain from the nonrecurring sale of real estate holdings in
Singapore which added $24,765,000 after taxes or $.21 per share to
that year's reported results. Excluding the nonrecurring Singapore
gain in 1994, 1995 net earnings increased $17,971,000 and $.16 per
share or 9%.
Net earnings in 1994 increased by $55,642,000 and $.48 per
share or 32% from 1993. Excluding the nonrecurring gain from
Singapore properties, 1994 net earnings increased by $30,877,000
and $.27 per share or 18%.
Liquidity and Capital Resources
Common Stock Purchases
The Company paid $11,811,000 in 1995, $13,225,000 in 1994 and
$15,077,000 in 1993 from internal cash to acquire 261,000, 292,000
and 450,000 shares of its Common Stock, respectively. The Company
remained in a strong financial position after these disbursements.
Further purchases of Common Stock in 1996 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) of
approximately 3 to 1 for the periods under discussion (1993-1995).
Additions to Property,
Plant and Equipment
Capital expenditures for 1995 increased from 1994 by $15,746,000 or
18%, and 1994 capital expenditures increased from 1993 by
$23,918,000 or 38%. All of the capital expenditures for 1995 and
1994 were funded from the Company's operations and internal sources
including the proceeds from the sale of real estate holdings in
Singapore during 1994. Additions to property, plant and equipment
in 1996 are expected to be above 1995 expenditures and are also
expected to be funded from internal sources.
<PAGE>
Nonfinancial Information
<PAGE>
Wm. Wrigley Jr. Company
William Wrigley
Director of the Company since 1960
Joined the Wm. Wrigley Jr. Company in 1956
President & Chief Executive Officer since 1961
Director, Texaco Inc., since 1974
Director, American Home Products Corporation, since 1981
Director, Grocery Manufacturers of America, since 1983
Committees of
The Board of Directors
Audit
Charles F. Allison III
Chairman
Gary E. Gardner
Penny Pritzker
Richard K. Smucker
Compensation
Robert P. Billingsley
Chairman
Charles F. Allison III
Lee Phillip Bell
Nominating
Lee Phillip Bell
Chairman
Robert P. Billingsley
Richard K. Smucker
Charles F. Allison III
Director of the Company since 1980
Joined Booz, Allen & Hamilton in 1958
Senior Vice President since 1977
Chairman, Operating Council (1989-92)
Robert P. Billingsley
Director of the Company since 1977
Executive Vice President, WLD Enterprises (1987-94)
Vice President, Northern Trust Bank of Florida (1981-86)
Vice President, Northern Trust Company (1966-81)
Penny Pritzker
Director of the Company since 1994
President, Classic Residence by Hyatt since 1987
Partner, Pritzker & Pritzker, since 1985
President, Penguin Group L.P., since 1989
Director, Coast-to-Coast Financial Corporation, since 1990
Chairman of the Board, Superior Savings Bank (1991-94)
<PAGE>
Board of Directors
Douglas S. Barrie
Joined the Wm. Wrigley Jr. Company in 1983
Group Vice President - International since 1984
Employed by Procter & Gamble (1955-83)
(elected January 30, 1996)
R. Darrell Ewers
Director of the Company since 1984
Joined the Wm. Wrigley Jr. Company in 1979
Executive Vice President (1984-95)
Employed by Procter & Gamble (1955-79)
Director, Wallace Computer Service (1993-95)
(retiring March 6, 1996)
Richard K. Smucker
Director of the Company since 1988
Joined The J. M. Smucker Company in 1972
President and Director since 1987 and 1975 respectively
Executive Vice President and Chief Administrative Officer (1981-86)
Vice President, Finance and Administration (1978-81)
Director, Sherwin-Williams Company, since 1991
Lee Phillip Bell
Director of the Company since 1981
President & Director, Bell Phillip Television Productions,
since 1980
Co-Producer, The Bold and the Beautiful
Partner, Bell Dramatic Serials
Gary E. Gardner
Director of the Company since 1994
Joined Soft Sheen Products, Inc. in 1970
President & Director, Soft Sheen Products, Inc. since 1983
Vice President of Operations (1977-83)
Director, American Health and Beauty Aids, since 1987
Director, First Brands, since 1994
William Wrigley, Jr.
Director of the Company since 1988
Joined the Wm. Wrigley Jr. Company in 1985
Vice President since 1991
Assistant to the President (1985-1992)
Director, The J. M. Smucker Company, since 1991
<PAGE>
Elected Officers--1995
William Wrigley
President & Chief Executive Officer
R. Darrell Ewers
Executive Vice President
(retired August 31, 1995)
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
Donald E. Balster
Vice President--Production
Gary R. Bebee
Vice President--Customer Marketing
David E. Boxell
Vice President--Personnel
J. E. Dy-Liacco
Vice President--International
Susan S. Fox
Vice President--Consumer Marketing
Philip G. Hamilton
Vice President--International
H. J. Kim
Vice President--Engineering
Jon Orving
Vice President--International
Dushan Petrovich
Vice President--Treasurer
Stefan Pfander
Vice President--International
Wm. M. Piet
Vice President--Corporate Affairs,
Secretary and Assistant to the President
John A. Schafer
Vice President--Purchasing
Philip G. Schnell
Vice President--Research & Development
Christafor E. Sundstrom
Vice President--Corporate Development
<PAGE>
Philip C. Johnson
Senior Director--Benefits and Compensation
Dennis R. Mally
Senior Director--Information Services
John H. Sutton
General Manager--Converting Division
Dennis J. Yarbrough
Corporate Controller
<PAGE>
Corporate Facilities and Associated Companies--1995
Domestic Facilities
Corporate Offices
Wrigley Building
410 North Michigan Avenue
Chicago, Illinois 60611
Production Facilities
Chicago, Illinois
Gainesville, Georgia
Santa Cruz, California
Operating Associated Companies
Domestic
Amurol Confections Company*
Yorkville, Illinois 60560
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 Bulgaria EOOD
Sofia, Bulgaria
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
<PAGE>
The Wrigley Company (H.K.) Limited
Hong Kong, B.C.C.
Wrigley Hungaria, Kft.
Budapest, Hungary
Wrigley India Private Limited*
Bangalore, Karnataka, India
Wrigley & Company, Ltd., Japan
Tokyo, Japan
The Wrigley Company (East Africa) Limited*
Nairobi, Kenya
The Wrigley Company (Malaysia) Sdn. Bhd.
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
Wrigley Romania Produse Zaharoase SRL
Bucharest, Romania
Wrigley T.O.O.
Moscow, Russia
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.
<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 in December.
Dividend Reinvestment Plan
The Dividend Reinvestment Plan (DRP) is open to all stockholders of
record. The Plan is administered by First Chicago Trust Company of
New York 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 17,500 or 60.6% 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 electronic 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 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.
<PAGE>
A transfer of stock is required when the shares are sold or
when there is any change in name or ownership of the stock. 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.
Company Publications
The Company's 1995 annual report to the Securities and Exchange
Commission on Form 10-K is expected to be available on or about
April 4, 1996.
The Wrigley Way: Continuing Our Legacy Of Social
Responsibility is a currently available document covering the
Wrigley Company's role as a corporate citizen
and emphasizing the importance it places on employee and community
relations.
A copy of either publication will be provided without charge
to any stockholder of record submitting a request. Such requests
should be addressed to Corporate
Communications at the main office of the Company.
Transfer Agent and Registrar
The First Chicago Trust Company of New York
P. O. Box 2500
Jersey City, New Jersey 07303-2500
1-800-446-2617
<PAGE>
<TABLE>
Parents and Subsidiaries of Registrant
<S> <C>
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................................. Delaware
Four-Ten Corporation................................. Illinois
Amurol Confections Company........................... Illinois
Wrigley Enterprises, Inc............................. Delaware
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
Wrigley GmbH......................................... 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. Bhd............................ Malaysia
Wrigley d.o.o........................................ Slovenia
Wrigley s.r.o........................................ Czech Republic
Wrigley Poland Sp. zo.o.............................. Poland
Wrigley T.O.O........................................ Russia
Wrigley Romania Produse Zaharoase SRL................ Romania
Wrigley Bulgaria EOOD................................ Bulgaria
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
100% owned by The Wrigley Company Pty.
Limited, Australia-
The Wrigley Company (P.N.G.) Pty. Ltd........... New Guinea
</TABLE>
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, a
director and beneficial owner of more than 5% of both classes of
the outstanding shares 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, C.F. Allison III 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, 1995, 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 6th day of March, 1996.
/s/ WILLIAM WRIGLEY /s/ JOHN F. BARD
William Wrigley John F. Bard
President, Chief Executive Senior Vice President
Officer, Director (Principal Financial Officer)
/s/ DENNIS J. YARBROUGH
Dennis J. Yarbrough
Corporate Controller
(Principal Accounting Officer)
/s/ CHARLES F. ALLISON III /s/ DOUGLAS S. BARRIE
Charles F. Allison III Douglas S. Barrie
Director Director
/s/ LEE PHILLIP BELL /s/ ROBERT P. BILLINGSLEY
Lee Phillip Bell Robert P. Billingsley
Director Director
/s/ GARY E. GARDNER /s/ PENNY PRITZKER
Gary E. Gardner Penny Pritzker
Director Director
/s/ RICHARD K. SMUCKER /s/ WILLIAM WRIGLEY, JR.
Richard K. Smucker William Wrigley, Jr.
Director Director
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Steven C. Huston, 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 6th day of March,
1996.
/s/ STEVEN C. HUSTON
Notary Public
My Commission Expires:
11-10-96
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 125,725
<SECURITIES> 125,774
<RECEIVABLES> 179,863
<ALLOWANCES> 9,060
<INVENTORY> 235,347
<CURRENT-ASSETS> 672,096
<PP&E> 730,498
<DEPRECIATION> 383,007
<TOTAL-ASSETS> 1,099,219
<CURRENT-LIABILITIES> 213,413
<BONDS> 0
0
0
<COMMON> 15,496
<OTHER-SE> 781,356
<TOTAL-LIABILITY-AND-EQUITY> 1,099,219
<SALES> 1,754,931
<TOTAL-REVENUES> 1,769,742
<CGS> 778,019
<TOTAL-COSTS> 1,419,511
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,955
<INCOME-PRETAX> 350,231
<INCOME-TAX> 126,492
<INCOME-CONTINUING> 223,739
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 223,739
<EPS-PRIMARY> 1.93
<EPS-DILUTED> 1.93
</TABLE>
