WRIGLEY WM JR CO 10-K 2007
Documents found in this filing:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission file number 1-800
410 North Michigan Avenue
Chicago, Illinois 60611
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act
Securities registered pursuant to Section 12(g) of the Act
Class B Common Stock, no par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act. Yes o No þ
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 þ No o
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 registrants 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. o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No þ
As of June 30, 2006, there were outstanding 212,728,672 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 June 30, 2006) held by non-affiliates was approximately $8,406,182,231. As of June 30, 2006, there were outstanding 64,788,480 shares of Class B Common Stock, no par value. Class B Common Stock carries 10 votes per share, 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 June 30, 2006 (based upon the closing price of the stock on the New York Stock Exchange on such date) would have been approximately $10,181,455,317. 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.
As of January 12, 2007, there were outstanding 217,088,710 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 January 12, 2007) held by non-affiliates was approximately $8,155,261,566. As of January 12, 2007, there were outstanding 59,049,235 shares of Class B Common Stock, no par value. Class B Common Stock carries ten votes, 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 January 12, 2007 (based upon the closing price of the stock on the New York Stock Exchange on such date) would have been approximately $9,310,457,938. 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.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants Notice of Annual Meeting and Proxy Statement, dated February 13, 2007, for the March 14, 2007 Annual Meeting of Stockholders (the Proxy Statement), and Annual Report to Stockholders for the fiscal year ended December 31, 2006 (the 2006 Annual Report), are incorporated by reference into portions of Parts I, II, III and IV of this Report.
The Wm. Wrigley Jr. Company (the Company or Wrigley) is a Delaware corporation. 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 the same name under Delaware law. Wrigley is a recognized leader in the confectionery field and the worlds largest manufacturer and marketer of chewing gum.
Wrigley products are sold in over 180 countries and, in the over 110 years since Wrigley introduced its first two products, Juicy Fruit® and Wrigleys Spearmint®, its portfolio of products has grown to include dozens of innovative brands that provide consumers with a variety of benefits, including breath freshening and tooth whitening. The Companys principal business remains manufacturing and marketing chewing gum and other confectionery products worldwide. All other businesses constitute less than 10% of its consolidated revenues, operating profit and identifiable assets. Financial information on segments, as defined under U.S. generally accepted accounting principles, is set forth on pages 56 and 57 of the Companys 2006 Annual Report under the caption segment information, which information is incorporated herein by reference.
In addition to internal product development, the Company has continued to enhance the portfolio of products it offers through the recent diversification of its business within the broader confectionery category. In 2004, the Company acquired certain confectionery businesses of the Joyco Group from Agrolimen, a privately-held Spanish conglomerate, and, in 2005, the Company acquired certain non-chocolate confectionery assets from Kraft Foods Global, Inc. On January 31, 2007, the Company acquired an 80 percent initial interest in A. Korkunov, a privately held premium chocolate company in Russia.
In 2006, chewing gum and other confectionery products were manufactured in four factories in the United States and fifteen factories in other countries. Two domestic wholly-owned associated companies, L.A. Dreyfus Company and Northwestern Flavors, LLC, manufactured gum base and processed flavorings and refined mint oil, respectively. In addition, four foreign facilities also manufacture gum base for the Companys international production facilities and for third party gum product manufacturers. Two others produce gum base for their own use. In 2005, the Company announced plans to restructure its North American production network in order to maximize supply chain efficiencies. As a result, in late 2006 the Company closed its chewing gum plant in Chicago, Illinois and its L.A. Dreyfus gum base subsidiary in Edison, New Jersey, and transferred production to remaining facilities. Also, in April, 2006, the Company closed the facility located in Bridgend, Wales which was acquired in the transaction with Kraft Foods Global, Inc.
Raw materials such as sugar, corn syrup, flavoring oils, polyols and high-intensity sweeteners blended to make chewing gum are readily available in the open market. Other ingredients and necessary packaging materials are also available and purchased in the open market. Inventory requirements of the Company are not materially affected by seasonal or other factors.
The Company markets chewing gum and other confectionery products primarily through distributors, wholesalers, corporate chains and cooperative buying groups that distribute the product through retail outlets with consumer purchases at the retail level generated primarily through the Companys advertisements on television as well as in newspapers and magazines. Additional direct customers are vending distributors, concessionaires and other established customers purchasing in wholesale quantities.
Customer orders are usually received electronically, by mail, telephone, facsimile or e-mail and are generally shipped by truck from factory warehouses or leased warehousing facilities. In general, the Company does not offer its customers extended payment terms. It is typical for the general customer of the wholesale trade to purchase chewing gum and other confectionery requirements at intervals of approximately ten days to two weeks to assure fresh stocks and good turnover. The Company believes these conditions are not materially different from those of its competitors. On a consolidated basis, sales are relatively consistent throughout the year.
In 2006, the Companys ten largest revenue producing countries outside of the United States were, in alphabetical order: Australia, Canada, China, France, Germany, Poland, Russia, Spain, Taiwan and the United Kingdom.
Innovation has been a key element of Wrigleys success. The Company holds numerous patents and patent applications relating to packaging, manufacturing processes and product formulas, including approximately 200 material patents relating to packaging, chewing gum confection processing, product formula and sweetener encapsulation, primarily for sugar-free gum and continuous chewing gum manufacturing. Most of these patents expire in the countries in which they are registered at various times through the year 2021. In addition, trademarks are of material importance to the Company and are registered and maintained for all brands of the Companys chewing gum and confectionery products on a worldwide basis as appropriate.
The Company has for many years maintained an active in-house research and development program, and has also contracted outside services for developing and improving Wrigley products, machinery and operations. In 2005, the Company opened its Global Innovation Center which is a state-of-the-art facility dedicated to the development of new products and the enhancement of our existing product lines. Information relating to the cost incurred by the Company for research and development in each of the last three fiscal years is set forth on page 42 of the Companys 2006 Annual Report under the caption Research and Development and is incorporated herein by reference.
The confectionery business is an intensely competitive one as all of the Companys brands compete for retail shelf space with other advertised and branded products. The Company competes in over 180 countries and territories. In most marketplaces, there are two or three major competitors and generally half a dozen or more other companies competing for a share of the confectionery business. In the chewing gum category, the Company is a worldwide leader, accounting for approximately 63% of the total chewing gum product unit sales sold in the United States alone, according to outside sources (i.e., Nielsen, IRI). The Company competes primarily with Cadbury Adams and Mars, on a global basis, and Lotte in Asia, Perfetti in Europe, the Middle East, Africa and India, and Hershey in North America.
The continued growth of alternative store formats, product and packaging innovations, technological advances, and new industry techniques have all added variables for companies in the confectionery industry to consider in order to remain competitive. In all areas in which the Company distributes its products, principal elements of competition are a combination of competitive profit margins to the trade, level of product quality, brand recognition, product benefit and a fair consumer price. Positive factors pertaining to the Companys competitive position include well-recognized brands, strong brand management, varied product offerings, product innovation and a strong distribution network.
As of December 31, 2006, the Company employed approximately 15,800 persons worldwide.
Information concerning the Companys operations in different geographic areas for the years ended December 31, 2006, 2005 and 2004 is hereby incorporated by reference from the Companys 2006 Annual Report on pages 56 and 57, under the caption segment information, and on pages 22 through 25 under the caption Results of Operations.
Information regarding the Companys annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, will be made available in print, free of charge, to any stockholder who request them, or at the Companys internet website at www.wrigley.com, as soon as reasonably practicable after the Company electronically files such reports with or furnishes them to the Securities and Exchange Commission. Copies of the materials filed by the Company with the Securities and Exchange Commission are available at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information regarding the operation of the Public Reference Room is available by calling the Securities and Exchange Commission at 1-800-SEC-0330.
In addition, information regarding the Companys corporate governance guidelines (entitled Principles of Corporate Governance) and code of ethics (entitled the Code of Business Conduct), and the charters of the Companys Audit, Compensation and Corporate Governance Committees, are available free of charge on the Companys website listed above or in print to any stockholder who request them.
Significant factors that could impact the Companys business operations include, without limitation, the following:
Availability or retention of retail space. In those countries where we maintain market leadership in the chewing gum segment, our ability to retain preferred retail space allocation will impact results. If we are not able to retain this allocation, our results could be negatively impacted.
Availability of raw materials. We use many different raw materials to manufacture chewing gum and other confectionery products including sugar, corn syrup, flavoring oils, polyols and high intensity sweeteners. While these products are generally readily available on the open market, if we were unable to maintain the availability, pricing and sourcing of these raw materials, our results could be negatively impacted.
Changes in demographics and consumer preferences. We operate in an increasingly competitive market. As such, our continued success is dependent upon our ability to continue to create and market products which appeal to our diverse consumers. Failure to adequately anticipate and react to changing demographics and product preferences, the failure of new or existing products to be favorably received, or our inability to otherwise adapt to changing market needs, could have a material adverse effect on our operating results.
Changes in foreign currency and market conditions. Manufacturing and sales of a significant portion of our products are outside the United States. The majority of the countries in which we operate tend to be politically, socially and economically stable. To the extent there is political or social unrest, civil war, terrorism or significant economic instability, the results of our business in such countries could be negatively impacted. In addition, volatility in foreign currencies could have a material adverse effect on our results of operations.
Increased competition, discounting and other competitive actions. We compete worldwide with other well-established manufacturers of confectionery products, including chewing gum. Our results may be negatively impacted by ineffective advertising, or by failure to sufficiently counter aggressive competitive actions. In addition, discounting and other competitive actions may make it more difficult for us to maintain our operating margins.
Underutilization of or inadequate manufacturing capacity and labor stoppages. Unanticipated movements in consumer demands could result in inadequate manufacturing capacity or underutilization of our manufacturing capacity which could negatively impact manufacturing efficiencies and costs.
Governmental regulations. Governmental regulations with respect to import duties, tariffs, taxes and environmental controls, both in and outside the U.S., could negatively impact our costs and ability to compete in domestic or foreign marketplaces.
Labor stoppages. To the extent we experience any material labor stoppages, such disputes or strikes could negatively affect shipments from suppliers or shipments of finished product.
Outcome of integrating acquired businesses. Our inability to successfully integrate any acquired business or assets, including the acquisition of certain confectionary assets of Kraft Foods Global, Inc., could cause actual results to differ from anticipated results or expectations of the Companys business.
This report and any documents incorporated by reference may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements and financial disclosure that are not historical facts are forward looking statements within the meaning of such regulations, as well as the Private Securities Litigation Reform Act of 1995. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to us, based on current beliefs of management as well as assumptions made by, and information currently available. Forward-looking statements may be accompanied by words such as anticipate, believe, could, estimate, expect, forecast, intend, may, possible, potential, predict, project or other similar words, phrases or expressions. Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions, concerning future conditions, any or all of which may ultimately prove to be inaccurate.
Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary. Additionally, significant factors that may affect the Companys operations, performance, development or business results include the risks and uncertainties described above, those listed from time to time in the Companys filings with the Securities and Exchange Commission and the risk factors or uncertainties listed herein or listed in any document incorporated by reference herein.
The factors identified above are believed to be significant factors, but not necessarily all of the significant factors, that could cause actual results to differ materially from those expressed in any forward-looking statement. Unpredictable or unknown factors could also have material effects on us. All forward-looking statements included in this report and in the documents incorporated by reference herein are expressly qualified in their entirety by the foregoing cautionary statements. Except as required by law, we undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.
The information below relates to the principal properties of the Company, which are primarily devoted to confectionery 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 Companys business. All properties are owned by the Company unless otherwise indicated.
In the case of each factory listed above, the information also includes some office and warehouse facilities. Also, the Company maintains primarily leased branch sales offices and warehouse facilities in the United States and abroad.
All officers are elected for a term which ordinarily expires on the date of the meeting of the Board of Directors immediately following the Annual Meeting of Stockholders. The positions and ages listed below are as of December 31, 2006. There were no arrangements or understandings between any of the officers and any other person(s) pursuant to which such officers were elected.
As of December 31, 2006, the Company had two classes of stock outstanding: Common Stock, listed on both the New York and Chicago 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. Additionally, shares of Class B Common Stock were issued pursuant to a one-time 5 for 4 stock split (in the form of a 25% stock dividend) in which one share of Class B Common Stock was issued for every 4 shares of Common Stock and every 4 shares of Class B Common Stock held as of the close of business on April 17, 2006. 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. Information regarding the high and low sales price for the Common Stock for each full quarterly period within the two most recently completed fiscal years is set forth in the Companys 2006 Annual Report on page 31 under the caption Market Prices and is incorporated herein by reference.
As of December 31, 2006, there were 40,986 stockholders of record holding Common Stock and 26,273 stockholders of record holding Class B Common Stock.
Dividends, 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 for the two-year period ended December 31, 2006 is set forth in the Companys 2006 Annual Report on page 31 under the captions Market Prices and Dividends and is incorporated herein by reference.
The following table provides information for all equity compensation plans as of the fiscal year ended December 31, 2006, under which the equity securities of the Company were authorized for issuance:
Shares awarded under all above plans may be newly issued, from the Companys treasury or acquired in the open market.
An eleven-year summary of selected financial data for the Company is set forth in the Companys 2006 Annual Report under the following captions and page numbers: Operating Data and Other Financial Data on pages 32 and 33 and is incorporated herein by reference.
Managements discussion and analysis of results of operations and financial condition, including a discussion of liquidity and capital resources and the accompanying forward looking and cautionary statements, is set forth in the Companys 2006 Annual Report on pages 21 through 30 and is incorporated herein by reference.
Disclosure about market risk is set forth on pages 28 and 29 of the Companys 2006 Annual Report under the heading Market Risk and is incorporated herein by reference.
The Companys audited consolidated financial statements, accounting policies and notes to consolidated financial statements, with the reports of management and the independent registered public accounting firm, at December 31, 2006, and 2005 and for each of the three years in the period ended December 31, 2006, are set forth in the Companys 2006 Annual Report on pages 35 through 57, and selected unaudited quarterly data-consolidated results for the years ended December 31, 2006, and 2005 are set forth in the Companys 2006 Annual Report on page 31 under the caption Quarterly Data, and all such pages are incorporated herein by reference.
The Companys Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the Companys disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of December 31, 2006.
The Companys management report on internal control over financial reporting is set forth in the Companys 2006 Annual Report on page 35 and is incorporated herein by reference.
The report of Ernst & Young LLP, the Companys independent registered public accounting firm, on managements assessment of the effectiveness of the Companys internal control over financial reporting and the effectiveness of the Companys internal control over financial reporting is set forth in the Companys 2006 Annual Report on page 36 and is incorporated herein by reference.
There was no change in the Companys internal control over financial reporting during the Companys fourth fiscal quarter ended December 31, 2006, that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
Information regarding directors and nominees for directorship is set forth in the Companys Proxy Statement on pages 5 through 7 under the caption Election of Class II Directors and is incorporated herein by reference. For information concerning the Companys executive officers, see Executive Officers of the Registrant set forth in Part I hereof. Information regarding Compliance with Section 16(a) of the Exchange Act is set forth in the Companys Proxy Statement on page 49 under the caption Section 16(a) Beneficial Ownership Reporting Compliance and is incorporated herein by reference. Information regarding the Companys code of ethics is set forth in the Companys Proxy Statement on page 10 under the caption Code of Ethics and is herein incorporated by reference. Information regarding the Companys Audit Committee, Corporate Governance and Nominating Committee are set forth in the Companys Proxy Statement on pages 8 through 13 under the caption Corporate Governance and is incorporated herein by reference.
Information regarding the compensation of directors and executive officers is set forth in the Companys Proxy Statement on pages 14 through 40, and 40 through 42 under the general captions Executive Compensation and Director Compensation, respectively, and is incorporated herein by reference.
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 set forth in the Companys Proxy Statement on pages 43 through 45 under the captions Security Ownership of Directors and Executive Officers and Security Ownership of Certain Beneficial Owners and is incorporated herein by reference.
Information regarding certain relationships is hereby incorporated by reference from the Companys Proxy Statement on page 8 under the heading Corporate Governance Guidelines, and pages 43 and 44 under the headings Security Ownership or Directors and Executive Officers and Security Ownership of Certain Beneficial Owners. Information regarding director independence is hereby incorporated by reference from page 11 of the Companys Proxy Statement under the heading Meetings and Committees of the Board.
Information regarding principal accountant fees and services is incorporated by reference from the Companys Proxy Statement on page 47 under the heading Service Fees Paid to the Independent Registered Public Accounting Firm.
Item 15. Exhibits and Financial Statement Schedules.
See the Index to Financial Statements and Financial Statement Schedule, which is included on page F-1 of this Report.
The following financial statement schedule, located at page F-2 of this Report, is included in Part II, Item 8 of this Report: Schedule II Valuation and Qualifying Accounts.
The following exhibits were previously filed unless otherwise noted.
Copies of Exhibits are not attached hereto, but the Registrant will furnish then upon request and upon payment to the Registrant of a fee in the amount of $20.00 representing reproduction and handling costs.
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.
WM. WRIGLEY JR. COMPANY
Vice President and Controller
Authorized Signatory and Chief Accounting Officer
Date: February 13, 2007
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.
Date: February 13, 2007
WM. WRIGLEY JR. COMPANY
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
All other schedules are omitted because 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 policy notes thereto.
With the exception of the pages listed in the above index and the Items referred to in Items 1, 5, 6, 7, 8 and 9A of this Form 10-K Report, the Companys 2006 Annual Report is not to be deemed filed as part of this Form 10-K Report.
WM. WRIGLEY JR. COMPANY
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004