10-K

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
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005 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 incorporation or organization)	(I.R.S. Employer 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:
Title of each class	Name of each exchange on which registered
Common Stock, no par value	New York Stock Exchange Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Class B Common Stock, no par value

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x 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 x

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

     Indicate by check mark 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. x

     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 x 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 x

     As of June 30, 2005, there were outstanding 191,866,690 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, 2005) held by non-affiliates was approximately $10,185,461,075. As of June 30, 2005, there were outstanding 33,370,274 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, 2005 (based upon the closing price of the stock on the New York Stock Exchange on such date) would have been approximately $10,755,525,252. 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 February 6, 2006 there were outstanding 188,657,249 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 February 6, 2006) held by non-affiliates was approximately $10,096,009,856. As of February 6, 2006, there were outstanding 33,165,293 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 February 6, 2006 (based upon the closing price of the stock on the New York Stock Exchange on such date) would have been approximately $10,618,543,918. 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 Registrant’s Notice of Annual Meeting and Proxy Statement, dated February 16, 2006, for the April 4, 2006 Annual Meeting of Stockholders (the “Company’s Proxy Statement”), and Annual Report to Stockholders for the fiscal year ended December 31, 2005 (the “Company’s 2005 Annual Report”), are incorporated by reference into portions of Parts I, II, III and IV of this Report.

2

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 (the “Company”), and in October 1927, was reincorporated under the same name under Delaware law.

     The Company has concentrated on one principal line of business: manufacturing and marketing quality confectionery products, primarily chewing gum.

     The Company recently diversified its business within the broader confectionery category. To this end, the Company, in 2004, acquired certain confectionery businesses of the Joyco Group from Agrolimen  - a privately-held Spanish conglomerate. This acquisition is strengthening the Company’s operations in key geographies including Spain, India and China through a broader confectionery brand portfolio, access to additional distribution channels and enhanced manufacturing capabilities. In 2005, the Company completed its acquisition of certain non-chocolate confectionery assets from Kraft Foods Global, Inc. Additional information relating to the acquisition of certain confectionery businesses of the Joyco Group, and certain non-chocolate confectionery assets from Kraft Foods Global, Inc., is set forth on pages  48 and 49 of the Company’s 2005 Annual Report under the caption “acquisitions” and is incorporated herein by reference.

     In 2005, the Company issued senior unsecured notes and commercial paper in order to facilitate the acquisition of certain non-chocolate confectionery assets from Kraft Foods Global, Inc.   Additional information regarding the Company’s debt in this regard is set forth on page 46 of the Company’s Annual Report under the caption “Long-term Debt” and is incorporated herein by reference.

     In 2005, the Company announced plans to restructure its North American production network in order to maximize supply chain efficiencies.  As a result, the Company plans to close its chewing gum plant in Chicago, Illinois and its L.A. Dreyfus gum base subsidiary in Edison, New Jersey, transferring production to remaining facilities.  Additional information regarding the Company’s restructuring plans is set forth on page 50 of the Company’s Annual Report under the caption “restructuring” and is incorporated herein by reference.

     (2) Not applicable.

(b) Financial Information About Industry Segments.

     The Company’s principal business is 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 58 and 59 of the Company’s 2005 Annual Report under the caption “segment information”, which information is incorporated herein by reference.

(c) Narrative Description of Business.

     (1) Business conducted. The following is a description of the business conducted and intended to be conducted by the Company and its wholly-owned associated companies:

     (i) Principal products, markets and methods of distribution. The Company’s principal business is manufacturing and selling chewing gum and other confectionery products, both in the United States and abroad.

      Information concerning the Company’s current and new products for the year ended December 31, 2005 is hereby incorporated by reference from the inside back cover of the Company’s 2005 Annual Report.

     In 2005, the Company’s 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.

     Chewing gum and other confectionery products are manufactured in four factories in the United States and sixteen factories in other countries. Two domestic wholly-owned associated companies, L.A. Dreyfus Company and Northwestern Flavors, LLC, manufacture products, gum base and mint oil, respectively, other than chewing gum or confectionery products. In addition, four foreign facilities also manufacture gum base for the Company’s international production facilities and for third party gum product manufacturers.

3

   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. Additional direct customers are vending distributors, concessionaires and other established customers purchasing in wholesale quantities. Customer orders are usually received electronically, by mail, telephone or telefax and are generally 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 as well as in newspapers and magazines.

     (ii) Sources and availability of raw materials. Raw materials blended to make chewing gum are readily available in the open market and they include sugar, corn syrup, flavoring oils, polyols and high intensity sweeteners. Other ingredients and necessary packaging materials are also available and purchased in the open market.

     (iii) Patents and trademarks. The Company holds numerous patents and patent applications relating to packaging, manufacturing processes and product formulas. Approximately sixty patents relating to packaging, chewing gum confection processing, product formula and sweetener encapsulation, primarily for sugar-free gum and continuous chewing gum manufacturing, are deemed of material importance to the Company. Most of these patents expire in the countries in which they are registered at various times through the year 2021.

     Trademarks are of material importance to the Company and are registered and maintained for all brands of the Company’s chewing gum and confectionery products on a worldwide basis as appropriate.

     (iv) Seasonality. On a consolidated basis, sales are relatively consistent throughout the year.

     (v) 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.

     (vi) Customers. The Company’s products are distributed through more than 1,600 direct customers throughout the United States alone. No single domestic or foreign customer accounts for as much as 10% of consolidated revenues.

     (vii) Orders. 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.

     (viii) 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.

     (ix) Competitive conditions.

   The confectionery business is an intensely competitive one in the United States and in most international marketplaces as all of the Company’s 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 (a division of Cadbury Schweppes) in the chewing gum category and with Cadbury Adams, Masterfoods and Hershey, in other non-chocolate categories, mainly hard and chewy candy including mints. 

     The continued growth of alternative store formats, product and packaging innovations, technological advances, and new industry techniques have all added additional 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 Company’s competitive position include well-recognized brands, strong brand management, varied product offerings, product innovation, and a strong distribution network.

     (x) Research and development. 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. 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 43 of the Company’s 2005 Annual Report under the caption “Research and Development” and is incorporated herein by reference.

     (xi) 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.

     (xii) Employees. As of December 31, 2005, the Company employed approximately 14,300 persons worldwide.

4

(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, 2005, 2004, and 2003 is hereby incorporated by reference from the Company’s 2005 Annual Report on pages 58 and 59 , under the caption “segment information,” and on pages 20 through 23 under the caption “Results of Operations.”

(e) Available Information.

     Information regarding the Company’s 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 Company’s 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.

     In addition, information regarding the Company’s corporate governance guidelines (Principles of Corporate Governance) and code of ethics (Code of Business Conduct), and the charters of the Company’s Audit, Compensation and Corporate Governance Committees, are available free of charge also on the above-mentioned Company’s website or in print to any shareholder who request them.

Item 1A. Risk Factors.

Significant factors that could impact the Company’s 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, and if we are not able to retain this allocation, our results could be negatively impacted.

• Availability of raw materials - Failure to maintain the availability, pricing and sourcing of raw materials could negatively impact results.

• Changes in demography and consumer  preferences - We market our products to different segments of the population.  Failure to adequately anticipate and react to changing demographics and product preferences could negatively impact results.

• Changes in foreign currency and markets conditions - Both manufacturing and sales of a significant portion of our products are outside the United States and could be negatively impacted by volatile foreign currencies and geographies.

• Changes in product performance and competition - We compete worldwide with other well-established manufacturers of confectionery products, including chewing gum.  Our results may be negatively impacted by a failure of new or existing products to be favorably received, by ineffective advertising, or by failure to sufficiently counter aggressive competitive actions.

• Underutilization of or inadequate manufacturing capacity - Underutilization of or inadequate manufacturing capacity due to unanticipated movements in consumer demands could negatively impact manufacturing efficiencies and costs.

• Discounting and other competitive actions - Discounting and other competitive actions may make it more difficult for us to maintain our operating margins.

• 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 could experience any material labor stoppages, such disputes or strikes could negatively affect shipments from suppliers or shipments of finished product.

• Outcome of integrating Kraft assets acquired - Our ability to successfully integrate certain confectionery assets of Kraft Foods Global, Inc. could cause actual results to differ from anticipated results or expectations of the Company’s business.

• Political, economic and social instability While 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.

5

Additional significant factors that may affect the Company’s operations, performance, development business results include the risks and uncertainties listed from time to time in the Company’s 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 impact the Company’s business.  Unpredictable or unknown factors could also have material effects on us. 

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

     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 Company’s business. All properties are owned by the Company unless otherwise indicated.

PROPERTY AND LOCATION	TYPES OF PRODUCT
FACTORIES
North America Region
Chicago, Illinois	Gum
Gainesville, Georgia	Gum
Yorkville, Illinois	Gum and Candy
Chattanooga, Tennessee	Candy
Don Mills, Ontario, Canada	Gum
West Chicago, Illinois	Raw materials – flavors
Edison, New Jersey	Raw materials - gum base
EMEAI Region
Plymouth, England	Gum
Bridgend, Wales	Candy
Biesheim, France	Gum, candy and raw materials – gum base
Poznan, Poland	Gum and candy
St. Petersburg, Russia	Gum and candy
Bangalore, India	Gum
Baddi, India	Gum and candy
Nairobi, Kenya	Gum
Tarazona, Spain (a)	Gum and candy
Santiga, Spain (b)	Raw material - gum base
Asia Region
Guangzhou, China, P.R.C. (c)	Gum
Panyu, China (c)	Gum and candy
Antipolo, Philippines	Gum
Taipei, Taiwan, R.O.C.	Gum
Shanghai, China (c)	Raw materials - gum base
Wuzhou, China (c)	Raw materials - gum base
Pacific Region
Asquith, N.S.W., Australia	Gum
Latin America Region
Silao, Mexico	Gum

6

OFFICE BUILDINGS

Wrigley Building, Chicago, Illinois (d)

EMEAI Regional Offices, Unterhaching, Germany (d)

RESEARCH AND DEVELOPMENT CENTER/OFFICE

Global Innovation Center, Chicago, Illinois (e)

(a)	Includes an 8,000 square foot leased warehouse facility.
(b)	Includes a 3,635 square foot leased warehouse facility.
(c)	In China, the Company has a 50-year lease on each of the four factories with the relevant Chinese economic technological development authorities, with expiration dates as follows:
	(i)	Guangzhou - November 14, 2039;
	(ii)	Panyu - July 6, 2050;
	(iii)	Shanghai - November 20, 2051; and
	(iv)	Wuzhou - September 27, 2051.
(d)	These buildings are the Company’s principal non-manufacturing properties. The Wrigley Building houses the offices of the Company’s corporate headquarters and U.S. operations.  The EMEAI (Europe, Middle East, Africa and India) Regional Offices in Unterhaching, Germany, houses the regional sales and administrative offices for the Company’s EMEAI region and German operations.
(e)	This building, which was commissioned for business on April 25, 2005, houses the Company’s principal research and development activities, consisting of laboratories, offices, and infrastructure.

     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.

Item 3. Legal Proceedings.

     None.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

7

Executive Officers of the Registrant.

     All officers are elected for a term, which ordinarily expires on the date of the meeting of the Board of Directors following the Annual Meeting of Stockholders. The positions and ages listed below are as of December 31, 2005. There were no arrangements or understandings between any of the officers and any other person(s) pursuant to which such officers were elected.

Name and Age	Position(s) with Registrant	Effective Date(s)
William Wrigley, Jr., 42	Chairman of the Board, President and Chief Executive Officer	since 2004
	President and Chief Executive Officer	1999-2003
	Vice President	1992-1999
	Vice President & Assistant to the President	1991-1992
	Assistant to the President	1985-1991
John Adams, 59 (a)	Vice President, Manufacturing – International	since 2005
Donald E. Balster, 61	Vice President - Manufacturing	since 2005
	Vice President - Worldwide Manufacturing	1999-2005
	Vice President - Production	1994-1999
	Senior Director - U.S. Production	1991-1994
Frank Birkel, 42 (b)	Vice President and Managing Director - West Europe	since 2005
Vincent C. Bonica, 60	Vice President - Worldwide Gum Base Operations	since 2004
	Vice President - Organizational Development	2001-2004
	President, L.A. Dreyfus, Inc.	1991-2000
	Various executive and management positions within the L.A. Dreyfus, Inc. organization	1970-1991
A. Rory Finlay, 44	General Manager - New Confectionery Brands	since 2005
	Senior Director - Global Branding	2001-2004
	Senior Director - Consumer Marketing	2000-2001
Reuben Gamoran, 45	Vice President and Chief Financial Officer	since 2004
	Vice President and Controller	2001-2003
	Controller	1999-2001
	Controller-International	1996-1999
Peter Hempstead, 54	Senior Vice President - Worldwide Strategy & New Business	since 2004
	Senior Vice President - International	1999-2003
Donagh Herlihy, 42	Vice President - Chief Information Officer	since 2000
Philip C. Johnson, 60	Vice President - People, Learning & Development	since 2003
	Senior Director, Benefits & Compensation	1995-2003
	Assistant Vice President-Personnel	1991-1995
Shaun Kim, 62	Retired	since 2006
	Vice President - Worldwide Engineering	1999 - 2005
	Vice President - Engineering	1994-1999
	Senior Director - Engineering	1988-1994
Surinder Kumar, 61 (c)	Senior Vice President & Chief Innovation Officer	since 2003
	Chief Innovation Officer	2001-2003

8

Name and Age	Position(s) with Registrant	Effective Date(s)
Howard Malovany, 55	Vice President, Secretary and General Counsel	since 2001
	Secretary and General Counsel	1998-2001
	Assistant Secretary & Senior Counsel	1996-1998
Patrick Mitchell, 50 (d)	Vice President - Worldwide Procurement	since 2002
Jon Orving, 56	Vice President - Nordic	since 2005
	Vice President - International & Managing Director - North Region	2001-2005
	Vice President - International	1993-2001
	Managing Director, Wrigley Scandinavia AB, Sweden	1983-1993
Dushan Petrovich, 52	Senior Vice President & Chief Administrative Officer	since 2004
	Senior Vice President - People, Learning and Development	2002-2003
	Vice President - People, Learning and Development	2001-2002
	Vice President	2000-2001
	Vice President - Organizational Development	1999-2000
	Vice President - Controller	1996-1999
	Vice President - Treasurer	1993-1996
	Treasurer	1992
Stefan Pfander, 62	Retired	since 2006
	Vice President and Chairman - Europe	2004-2005
	Vice President - International & Managing Director - EMEAI	2003
	Vice President - International & Managing Director - Europe	1996-2003
	Vice President - International	1992-1996
	Co-Managing Director of Wrigley GmbH, Munich, Germany	1981-1992
Alan J. Schneider, 60	Vice President and Treasurer	since 2001
	Treasurer	1996-2001
Ralph P. Scozzafava, 47 (e)	Vice President & Managing Director - North America/Pacific	since 2004
	Vice President - General Manager – U.S.	2002-2003
	Vice President - U.S. Sales and Customer Marketing	2001-2002
Michael F. Wong, 52	Vice President and Managing Director - Asia	since 2005
	Vice President - International & Managing	2000-2005
	Director - Asia	1998-2000
	Regional Managing Director - North Asia
Darrell R. Splithoff, 56	Senior Vice President - Worldwide Supply Chain	since 2004
	Senior Vice President - Supply Chain & Corporate Development	2001-2003
	Vice President - Supply Chain & Corporate Development	2000-2001
Ronald V. Waters, 53	Chief Operating Officer	since 2004
	Senior Vice President  & Chief Financial Officer	1999-2003
Igor Saveliev, 44 (f)	Vice President and Managing Director – East and Central Europe	since 2005

9

Denis Schrey, 42(g)	Vice President and Managing Director - North Europe	since 2005
Tawfik Sharkasi, 55 (h)	Vice President - Research & Development	since 2005
Samson Suen, 56 (i)	Vice President and Managing Director - China	since 2005

(a)	Mr. Adams was elected Vice President, Manufacturing - International in 2005.  Mr. Adams joined the Company in 1999 as Senior Director, Manufacturing Operations in the Europe, Middle East and Africa (EMEAI), with responsibility for all regional factories, and in 2001, served as Senior Director, Supply Chain, with responsibilities for supply chain operations within the Company’s manufacturing organizations.  Prior to joining the Company, Mr. Adams was employed by Diageo from 1995 to 1999, most recently as Senior Vice President, Operations - North America.
(b)	Mr. Birkel was elected Vice President and Managing Director - West Europe in 2005.  Mr. Birkel joined the Company in 2001 as Managing Director - Germany, with responsibility for the Company’s commercial business within Germany. Until his present position, Mr. Birkel served the Company as Regional Vice President - West Europe between 2004 and 2005.  Prior to joining the Company, he was employed by Procter & Gamble from 1992 to 2001, most recently as Marketing Director, Laundry & Cleaning for several European countries.
(c)	Dr. Kumar joined the Company in 2001 as Chief Innovation Officer, and in 2003 was elected Senior Vice President & Chief Innovation Officer with responsibility for worldwide research and development, product and technical development, quality assurance, and regulatory affairs.  Before joining the Company, from 1998-2000, Dr. Kumar was Senior Vice President, Research and Development for Bristol Myers Squibb, and from 1995-1998, Dr. Kumar held the position of Senior Vice President, Research and Development/Quality for Pepsi Company Restaurants International.
(d)	Mr. Mitchell joined the Company in 2002 as Vice President – Procurement with responsibility for the Company’s global procurement activities.  Before joining the Company, from 1992 through 2002, he held various positions with the Kellogg Company, most recently as Vice President-Global Procurement.
(e)	Mr. Scozzafava was elected Vice President and Managing Director – North America/Pacific effective January 1, 2004, heading up the Company’s new North America Group and the Pacific Region.  Mr. Scozzafava joined the Company in 2000 as Vice President – Sales and Customer Marketing and, in 2002, took the position of Vice President – General Manager - U.S. with responsibility for the sales, marketing, finance and people, learning and development functions for the Company’s U.S. business.  Mr. Scozzafava held various executive positions with the Campbell’s Soup Company for five years prior to joining the Company.
(f)	Mr. Saveliev was elected Vice President and Managing Director – East and Central Europe in 2005.  Mr. Saveliev joined the Company in 1995 as General Manager - Russia, with responsibility for improving the Company’s commercial business in Russia. Until his present position, Mr. Saveliev served the Company as General Manager – EMEAI East (between 2000 and 2004) and Regional Vice President – East and Central Europe (between 2004-2005).  Prior to joining the Company, he was employed by Nabisco (1995) and Coca-Cola (1994).
(g)	Mr. Schrey was elected Vice President and Managing Director - North Europe in 2005.  Mr. Schrey joined the Company in 2001 as Director, Business Development - International, with responsibility for expanding sales to global customers. Until his present position, Mr. Schrey served the Company as Regional Managing Director - Pacific (between 2003 and 2004) and Regional Vice President – North Europe (between 2004 and 2005).  Prior to joining the Company, he was employed by Procter & Gamble from 1989 to 2001, most recently as Associate Director for Germany, Austria and Switzerland.
(h)	Dr. Sharkasi was elected Vice President - Research & Development in 2005.  Dr. Sharkasi joined the Company in 2004 as Vice President - Research & Development, Gum, with primary responsibility for gum development.  Prior to joining the Company, he was employed by Nestle from 1994 to 2004, most recently as Director of Research & Development – Ice Cream.
(i)	Mr. Suen was elected Vice President and Managing Director - China in 2005.  Mr. Suen joined the Company in 1979 as Marketing Manager - Hong Kong, became Managing Director - Hong Kong later that year, and leading up to his present position, Mr. Suen held various senior management positions in the Company’s subsidiaries in Hong Kong, Indonesia, Taiwan and, most recently, as General Manager of Wrigley China.

10

PART II

Item 5. Market for Registrant’s Common Stock, Dividend and Stockholder Information.

     (a) (i) Market Information.

     As of December 31, 2005, 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. 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.

     (ii) Holders.

     As of December 31, 2005, there were 40,545 stockholders of record holding Common Stock and 2,658 stockholders of record holding Class B Common Stock. 

     (iii) Dividends.

     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, 2005 is set forth in the Company’s 2005 Annual Report on page 31 under the captions “Market Prices” and “Dividends” and is incorporated herein by reference.

     (iv) Securities Authorized for Issuance Under Equity Compensation Plans.

     The following table provides information for all equity compensation plans as of the fiscal year ended December 31, 2005, under which the equity securities of the Company were authorized for issuance:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)		9,772,525	$	58.76		5,904,397
Equity compensation plans not approved by security holders		— 0 —		— 0 —		— 0 —
Total		9,772,525	$			5,904,397

(1) Includes shares and share units of Common Stock of the Company authorized for awards under the various programs of the Company’s 1997 Management Incentive Plan (“MIP”), as amended. Descriptions of the various programs under the MIP are, with respect to the Directors, set forth on pages 14 and 16 of the Company’s Proxy Statement, under the caption “Compensation of Directors” and, with respect to executive officers, set forth on pages 48-52 of the Company’s Proxy Statement beginning with the caption “Management Incentive Plan”, which descriptions are incorporated herein by reference. No specific amount of shares has been dedicated to any particular program within the MIP. In the aggregate, 20,000,000 shares are authorized for the MIP.

     Shares awarded under all above plans may be newly issued, from the Company’s treasury or acquired in the open market.

(b) Not applicable

11

c) Repurchases of Equity Securities.

Period	Total Number of Shares Purchased (a)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Plan (i) (b)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Share Repurchase Programs
October 1st – October 31st		—		—		—		238,577,000
November 1st – November 30th		103,000		68.92		103,000		231,513,000
December 1st – December 31st		1,507,000		68.19		1,507,000		128,733,000

(i) Represents actual number of shares purchased under the Board of Directors’ authorized and publicly announced Share Repurchase Program resolution of August 18, 2004, to purchase up to $300,000,000 of shares, in the open market. At December 31, 2005, $128,733,000 remains available for repurchase under the Programs. The Programs will expire when the authorized amounts are completely utilized.

Item 6. Selected Financial Data.

     An eleven-year summary of selected financial data for the Company is set forth in the Company’s 2005 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.

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 and the accompanying forward looking and cautionary statements, is set forth in the Company’s 2005 Annual Report on pages 19 through 29 and is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

     Disclosure about market risk is set forth on pages 27 and 28 of the Company’s 2005 Annual Report under the heading “Market Risk” and is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data.

     The Company’s 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, 2005 and 2004 and for each of the three years in the period ended December 31, 2005, are set forth in the Company’s 2005 Annual Report on pages 34 through 59, and selected unaudited quarterly data-consolidated results for the years ended December 31, 2005 and 2004 are set forth in the Company’s 2005 Annual Report on page 30 under the caption “Quarterly Data”, and all such pages are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

     None.

Item 9A. Controls and Procedures.

     (i) Disclosure Controls and Procedures.

     The Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2005.

     (ii) Internal Control Over Financial Reporting.

          (a) Management’s annual report on internal control over financial reporting.

     The Company’s management report on internal control over financial reporting is set forth in the Company’s 2005 Annual Report on page 34 and is incorporated herein by reference.

12

          (b) Attestation report of the registered public accounting firm.

          The report of Ernst & Young LLP, the Company’s independent registered public accounting firm, on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the effectiveness of the Company’s internal control over financial reporting is set forth in the Company’s 2005 Annual Report on page 35 and is incorporated herein by reference.

          (c) Changes in internal control over financial reporting.

          There was no change in the Company’s internal control over financial reporting during the Company’s fourth fiscal quarter ended December 31, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrant.

     Information regarding directors and nominees for directorship is set forth in the Company’s Proxy Statement on pages 5 through 8 under the caption “Election of Class I Directors” and is incorporated herein by reference. For information concerning the Company’s executive officers, see “Executive Officers of the Registrant” set forth in Part I hereof.

Item 11. Executive Compensation.

     Information regarding the compensation of directors and executive officers is set forth in the Company’s Proxy Statement on pages 14 through 16, and 47 through 58 under the general captions “Compensation of Directors” and “Executive Compensation,” respectively, and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

     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 Company’s Proxy Statement on pages 17 through 19 under the captions “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions.

     Information regarding certain relationships is hereby incorporated by reference from the Company’s Proxy Statement on pages 18 and 19 under the heading “Security Ownership of Certain Beneficial Owners.”

Item 14. Principal Accountant Fees and Services.

     Information regarding principal accountant fees and services is incorporated by reference from the Company’s Proxy Statement on page 60 under the heading “Service Fees Paid to the Independent Registered Public Accounting Firm.”

PART IV

Item 15. Exhibits and  Financial Statement Schedules.

(a) 1 and 2. Financial Statements and Financial Statement Schedule

     The data listed in the accompanying Index to Financial Statements and Financial Statement Schedule, on Pages F-1 and F-2 hereof, are 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) Exhibits are attached hereto

(c) See (a) 1 and 2 above.

13

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: February 16, 2006	WM. WRIGLEY JR. COMPANY
		(Registrant)
	By:	/s/ RONALD V. WATERS
		Ronald V. Waters
		Chief Operating 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
/s/ WILLIAM WRIGLEY, JR.	Chairman of the Board, President and Chief Executive Officer
William Wrigley, Jr.
/s/ RONALD V. WATERS	Chief Operating Officer
Ronald V. Waters
/s/ REUBEN GAMORAN	Vice President and Chief Financial Officer
Reuben Gamoran
/s/ DUANE PORTWOOD	Controller
Duane Portwood
*	Director
John F. Bard
*	Director
Howard B. Bernick
*	Director
Thomas A. Knowlton
*	Director
John Rau
*	Director
Melinda R. Rich
*	Director	*By:	/s/ HOWARD MALOVANY
Steven B. Sample			Howard Malovany
			Vice President, Secretary and
*	Director		General Counsel
Alex Shumate		Date: February 16, 2006
*	Director
Richard K. Smucker

14

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in this Annual Report (Form 10-K) of Wm. Wrigley Jr. Company of our reports dated February 3, 2006, with respect to the consolidated financial statements of Wm. Wrigley Jr. Company, Wm. Wrigley Jr. Company management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Wm. Wrigley Jr. Company, included in the 2005 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 15(a). This schedule is the responsibility of Wm. Wrigley Jr. 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 pertaining to the Wm. Wrigley Jr. Company  shelf registration of certain securities of Wm. Wrigley Jr. Company (333-123077 (2005)) in Form S-3, the Wrigley Savings Plan for Wrigley Employees (33-15061 (1987) and 33-43738 (1991)) in Form S-8, the Wm. Wrigley Jr. Company Management Incentive Plan (33-22788 (1988)) in Form S-8 and the 1997 Management Incentive Plan (333-48715 (1998)) in Form S-8, respectively, of our reports dated February 3, 2006, with respect to the consolidated financial statements of Wm. Wrigley Jr. Company, Wm. Wrigley Jr. Company management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Wm. Wrigley Jr. Company, incorporated herein by reference and our report included in the preceding paragraph with respect to the financial statement schedule included in this Annual Report (Form 10-K) of Wm. Wrigley Jr. Company for the year ended December 31, 2005.

/s/ ERNST & YOUNG LLP

Ernst & Young LLP

Chicago, Illinois
February 14, 2006

15

WM. WRIGLEY JR. COMPANY

INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 15 (a))

	Reference
	Form 10-K Report	Annual Report to Stockholders
Data incorporated by reference from the Company’s Annual Report:
Consolidated balance sheet as of December 31, 2005 and 2004		38-39
Consolidated statement of earnings for the years ended December 31, 2005, 2004 and 2003		37
Consolidated statement of cash flows for the years ended December 31, 2005, 2004 and 2003		40
Consolidated statement of stockholders’ equity for the years ended December 31, 2005, 2004 and 2003		41
Accounting policies and notes to consolidated financial statements		42-59
Consolidated financial statement schedule for the years ended December 31, 2005, 2004 and 2003 Schedule II – Valuation and Qualifying Accounts	F-2

    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 Company’s 2005 Annual Report is not to be deemed filed as part of this Form 10-K Report.

F-1

WM. WRIGLEY JR. COMPANY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(In Thousands)

Column A	Column B		Column C		Column D		Column E
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Balance at Deductions (A)		End of Period
2005:
Allowance for Doubtful accounts	$	11,682	$	1,193		—	$	4,862	$	8,013
2004:
Allowance for Doubtful accounts	$	9,232	$	3,584		—	$	1,134	$	11,682
2003:
Allowance for Doubtful accounts	$	5,850	$	4,204		—	$	822	$	9,232

(A) Uncollectible accounts written-off, net of recoveries.

F-2

WM. WRIGLEY JR. COMPANY AND WHOLLY OWNED ASSOCIATED COMPANIES
INDEX TO EXHIBITS
(Item 15 (a))

Exhibit Number		Description of Exhibit
		Proxy Statement of the Registrant, dated February 16, 2006, for the April 4, 2006 Annual Meeting of Stockholders, is herein incorporated by reference.
1.		Underwriting Agreement
(a).		Underwriting Agreement dated July 11, 2005, between Wm. Wrigley Jr. Company and Goldman Sachs & Co., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Underwriters, is incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on July 14, 2005.
3.		Articles of Incorporation and By-laws.
(a).	(i)	Restated Certificate of Incorporation of Wm. Wrigley Jr. Company, as amended by the Certificate of Amendment of the Restated Certificate of Incorporation of Wm. Wrigley Jr. Company dated March 22, 2005, is incorporated by reference to Exhibit 3(i)(a) to the Company’s Form 10-Q filed for the fiscal quarter ended March 31, 2005;
	(ii)	Certificate of Amendment of the Restated Certificate of Incorporation of Wm. Wrigley Jr. Company dated March 22, 2005, is incorporated by reference to Exhibit 3(i)(b) to the Company’s Form 10-Q filed for the fiscal quarter ended March 31, 2005.
(b).		By-laws of the Registrant. The Registrant’s Amended and Restated By-laws effective March 5, 2002 is incorporated by reference to Exhibit 3(ii) of the Company’s Quarterly Report on Form 10-Q filed for the fiscal quarter ended March 31, 2002.
4.		Instruments defining the rights of security holders.
4(a).		The Stockholder Rights Plan is incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K filed June 5, 2001.
4(b).		Senior Indenture, dated as of July 14, 2005, by and between Wm. Wrigley Jr. Company and J.P. Morgan Trust Company, National Association as trustee, is incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed on July 14, 2005
4(c).		Officers’ Certificate of Wm. Wrigley Jr. Company establishing the terms of the 4.30% Senior Notes due 2010 is incorporated by reference to Exhibit 99.3 to the Company’s Form 8-K filed on July 14, 2005
4(d).		Officers’ Certificate of Wm. Wrigley Jr. Company establishing the terms of the 4.65% Senior Notes due 2015 is incorporated by reference to Exhibit 99.4 to the Company’s Form 8-K filed on July 14, 2005.
4(e).		Form of Global Note representing the 4.30% Senior Notes due 2010 is incorporated by reference to Exhibit 99.5 to the Company’s Form 8-K filed on July 14, 2005.
4(f).		Form of Global Note representing the 4.65% Senior Notes due 2015 is incorporated by reference to Exhibit 99.6 to the Company’s Form 8-K filed on July 14, 2005.
10.		Material Contracts
10(a).		Non-Employee Director’s 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. Incorporated by reference to the Company’s Form 10-K filed for the fiscal year ended December 31, 1995.

F-3

10(c).	Supplemental Retirement Plan. Incorporated by reference to the Company’s Form 10-K filed for the fiscal year ended December 31, 1995.
10(d).	Wm. Wrigley Jr. Company 1997 Management Incentive Plan. The Registrant’s Amended Management Incentive Plan, effective as of March 9, 2004 (“MIP”), is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004.
10(e).	Deferred Compensation Program for Non-Employee Directors under the MIP is incorporated by reference to Exhibit 10(e) to the Company’s Form 10-K filed for the fiscal year ended December 31, 2004..
10(f).	Stock Deferral Program For Non-Employee Directors under the MIP is incorporated by reference to Exhibit 10(f) to the Company’s Form 10-K filed for the fiscal year ended December 31, 2004.
10(g).	Stock Award Program under the MIP as amended, effective as of January 1, 2005, is incorporated by reference to Exhibit 99.2 of the Company’s Form 8-K filed on October 28, 2005.
10(h).	Stock Option Program under the MIP is incorporated by reference to Exhibit 10(h) to the Company’s Form 10-K filed for the fiscal year ended December 31, 2004.
10(i).	Executive Incentive Compensation Program under the MIP is incorporated by reference to Exhibit 10(i) to the Company’s Form 10-K filed for the fiscal year ended December 31, 2004.
10(j).	Executive Incentive Compensation Deferral Program under the MIP, as amended, effective as of January 1, 2005, is incorporated by reference to Exhibit 99.3 to the Company’s Form 8-K filed on October 28, 2005. .
10(k).	Long-term Stock Grant Program under the MIP, as amended, effective as of January 1, 2005, is incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on October 28, 2005.
10(l).	Forms of Change-in-Control Severance Agreement. Incorporated by reference to Exhibits 10(h) and 10(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
10(m).	Asset Purchase Agreement dated November 14, 2004, between Kraft Foods Global, Inc. and Wm. Wrigley Jr. Company is incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on November 18, 2004.
10(n).	Restricted Stock Program under the MIP is incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on February 22, 2005.
10(o).	Commercial Paper Dealer Agreement dated April 29, 2005, between Wm. Wrigley Jr. Company and Merrill Lynch Money Markets Inc. and Merrill Lynch Pierce, Fenner & Smith Incorporated, is incorporated by reference to Exhibit 99.1(a) to the Company’s Form 8-K filed on May 4, 2005.
10(p).	Commercial Paper Dealer Agreement dated April 29, 2005, between Wm. Wrigley Jr. Company and Goldman Sachs & Co., is incorporated by reference to Exhibit 99.1(b) to the Company’s Form 8-K filed on May 4, 2005.
10(q).	Commercial Paper Dealer Agreement dated April 29, 2005, between Wm. Wrigley Jr. Company and J.P. Morgan Securities Inc. is incorporated by reference to Exhibit 99.1(c) to the Company’s Form 8-K filed on May 4, 2005.
10(r).	Issuing and Paying Agency Agreement dated April 29, 2005, between Wm. Wrigley Jr. Company and JP Morgan Chase Bank, N.A., is incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed on May 4, 2005.
10(s).	Credit Agreement, dated as of July 14, 2005, among Wm. Wrigley Jr. Company, the Lenders thereto and JP Morgan Chase Bank, N.A., as Administrative Agent, is incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on July 15, 2005.
13.	2005 Annual Report to Stockholders of the Registrant is attached hereto as Exhibit 13.
14.	Code of Ethics – Code of Business Conduct is incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K dated February 9, 2004, filed for the fiscal year ended December 31, 2003.
21.	List of Subsidiaries of the Registrant is attached hereto as Exhibit 21.

F-3 Cont’d

23.	Consent of Independent Registered Public Accounting Firm is attached hereto as Exhibit 23. (See page 15)
24.	Power of Attorney of each independent director signed on varying dates in January 2006 are attached hereto as Exhibit 24.
31.	Rule 13a-14(a)/15d-14(a) Certification of:
	(a) Mr. William Wrigley, Jr., Chairman of the Board, President and Chief Executive Officer; and
	(b) Mr. Reuben Gamoran, Vice President and Chief Financial Officer;
	Attached hereto as Exhibits 31(i) and (ii) respectively.
32.	Section 1350 Certifications of:
	(a) Mr. William Wrigley, Jr., Chairman of the Board, President and Chief Executive Officer; and
	(b) Mr. Reuben Gamoran, Vice President and Chief Financial Officer;
	Attached hereto as Exhibits 32(i) and (ii) respectively.
99.	(a) Forward-Looking Statements.

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.

F-3 Cont’d

EX-13

Exhibit 13

everybody loves Wrigley

WM. WRIGLEY JR. COMPANY
2005 annual report

1

financial highlights*

	2005			2004
Net Sales	$	4,159,306		$	3,648,592
Net Earnings	$	517,252		$	492,954
Per Share of Common Stock (diluted)	$	2.29		$	2.19
Dividends Paid	$	241,669		$	207,803
Per Share of Common Stock	$	1.075		$	.925
Additions to Property, Plant and Equipment	$	281,769		$	220,322
Stockholders’ Equity	$	2,214,422		$	2,178,684
Return on Average Equity		23.5	%		24.7	%
Stockholders of Record at Close of Year		41,105			41,376
Dilutive Shares Outstanding		225,827			225,473

*In thousands of dollars and shares, except per share amounts and stockholders of record.

For additional historical financial data see page 32.

2

to our stockholders
and the Worldwide Wrigley Team:

In 2005, the Wrigley Company delivered record performance while making strategic moves that will help put us in a position to deliver sustainable growth for decades to come. We assess the long-term impact of everything we do, whether it’s how we prioritize opportunities and investments, build enduring brands or evaluate results. At the same time, we execute with excellence and with a sense of urgency everyday to win in the marketplace and expand our presence in the broader confections arena.

This past year, we advanced several key initiatives that are enhancing our agility and flexibility while strengthening our ability to deliver growth to future generations of stockholders. These initiatives included a successful acquisition, significant progress on restructuring our global supply chain organization and the opening of our new Wrigley Global Innovation Center.

We achieved these milestones in a year in which we delivered double-digit gains in volume and revenue growth, moving us above the $4 billion threshold in annual sales for the first time in the history of our Company. We also delivered a 10 percent increase in earnings per share, excluding restructuring charges associated with our supply chain realignment.

Building for the future while delivering excellence in the marketplace creates value for our consumers, our retail customers and our stockholders – and we remain committed to this strategy.

Building Brands with Staying Power

Growing our core gum business is our number one priority, and Wrigley gum brands enjoyed strong growth in shipments and retail sales and increased point-of-sale presence around the world this year. We are equally encouraged by the consumer and retailer responses to our diversification into new confectionery segments including mints, sugarfree drops, lollipops and revitalizing menthol candies.

Boomer, Pim Pom and Solano brands, purchased in April 2004, continued to add value and diversity to our confectionery portfolio this year. We are pleased with their contribution to date, and while these brands represent a relatively small portion of our overall business, they have contributed to the growth and diversity of our product lines in important geographies including India, China and Spain.

3

The combined success of our existing gum and non-gum confections generated approximately half of our 16 percent volume gain this year. The other half of the increase came from our strategic acquisition of Altoids, Life Savers, Creme Savers, and Sugus brands, which closed at mid-year.

The addition of these brands has accelerated our growth, diversification and presence in confections and changed the face of our brand portfolio. Financing the acquisition with long-term debt also changed the face of our balance sheet. We were very pleased to secure long-term interest rates at near historic lows and demand for our bond offering demonstrated marketplace confidence in our fiscal discipline and ability to return value on our investment.

• Business processes and systems supporting order taking, shipping and billing were fully integrated in an amazing fifty-one days following the close without any disruption to our retail and distribution partners.

• Within 90 days we began to sell Sugus candies in new geographies including Vietnam and Malaysia.

• In the six short months we’ve owned Altoids mints, the benefit of Wrigley’s sales and front-end expertise turned a slight retail sales decline in 2004 to a positive trend in 2005.

• Product innovation efforts began immediately, and before year’s end, we launched several exciting new candies including Creme Savers Tropicals,

“Innovation is the lifeblood of our Company – it impacts everything we do and helps us work faster and smarter.”

Integration of people, brands, facilities and processes is always a major undertaking. Our success to date, however, reflects our growing experience and capabilities in acquisitions, our robust technical and business systems and the commitment and passion of our Wrigley team. I am proud to share with you some of the progress we have made thus far:

• Our first integrated national sales team meeting was held 30 days after closing the deal and helped facilitate a smooth transition at the retail level.

Life Savers Gummy Sours and Altoids Mango Sours. Early results for these items are on track, and we’re enthusiastic about their potential part of our confectionery portfolio.

chewing gum

1893 1975

4

In its first 82 years, Wrigley made its mark with only four brands of chewing gum. Since then, the Wrigley portfolio of major brands and new confections has grown at an accelerating pace through both innovation and acquisition.

1991 All brands represented are trademarks owned by the Wm. Wrigley Jr. Company 2005

5

Wrigley’s focus on delivering generational growth has accelerated earnings growth and stockholder returns since 1923, when the Company was first listed on the New York Stock Exchange.

Earnings

Average annual increase for each multi-year period*

Total Stockholder Return

Average annual increase for each multi-year period*

At Wrigley, our investments in brand support, innovation capabilities, sales and distribution infrastructure, and best-in-class merchandising have enabled us to build world-class brands for well over 100 years. We are confident that this long-standing strategy will help us maximize the potential of our newly acquired brands.

Realigning to Support our Future

Our plans for continued expansion in confections necessitate the periodic review of our total business, including our processes, systems and structure.

To this end, we realigned our marketing and innovation teams around product benefit platforms in a way that enhances cross-functional and cross-regional collaboration. This has resulted in more rapid knowledge transfer of consumer needs, marketplace trends, and new opportunities for our business.

Additionally, in 2005, we completed a comprehensive assessment of our global supply chain network. This assessment resulted in a plan to increase the flexibility, efficiency and optimization of all of our manufacturing resources, and to enhance the integration of newly acquired production facilities. This plan also required us to make some very difficult decisions about the future of several Wrigley manufacturing facilities, in particular, the decision to close our Chicago chewing gum factory and the L.A. Dreyfus gum base operation in Edison, New Jersey.

*Periods represented: 1923-1954, 1954-1985 and 1985-2005

6

Given the heritage of these plants and the remarkable contributions made by generations of our associates, I would like to take this opportunity to publicly thank our people at both locations for the gracious manner in which they have responded to our decisions.  In the face of significant personal and professional change, these associates continue to demonstrate a depth of character and resilience that makes me proud to be affiliated with them.  Their actions and attitudes since the announcement will serve as a model of our values for generations to come.

our local business grows. Our ability to manufacture within the region will significantly advance our opportunities in Latin America, a geography where Wrigley has been underrepresented. Although competition has enjoyed a significant foothold in this marketplace, we have made solid progress this past year and now represent just over 9 percent of retail gum sales in Mexico – an increase of 30 percent over the prior year.

All of these changes ultimately enable us to deliver products with more meaningful benefits and greater

“We are moving at an accelerated pace and, yet, our associates continue to amaze as they achieve new levels of success and personal development.”

While change such as this is always difficult, the Wrigley Company has worked diligently to manage this transition with the trust, dignity and respect that has been a hallmark of our organization.  It’s important to note that this realignment is a reality of our growth and diversification within the confections category.  While restructuring charges will have a short-term negative impact on earnings, this new structure will support our expanded scope and enable us to deliver value to the business and our stockholders in the years to come.

Another initiative that supports our long-term goals is the completion of our new factory in Silao, Mexico, which will supply the Latin American marketplace as

value to the consumer, improve retail trade relationships, and make us a more efficient, agile organization.

Building a Home for Creativity and Inspiration

Innovation is the lifeblood of our Company – it impacts everything we do and helps us work faster and smarter. Our new Global Innovation Center (GIC) is a physical manifestation of our commitment to innovation and one of the outcomes of several years of accelerated investment.

The GIC is more than just new laboratories for research and development.  It is a state-of-the-art

7

facility that will help shape the future of our business. To our associates, it is a special place where our people can find inspiration, collaborate in a high-technology environment, exchange new ideas, and share knowledge.

Our investment in innovation has led to a dramatic increase in the percentage of our sales that come from new products over the last several years. But, in our view, the best measure of successful new product development is not the quantity but the quality. At Wrigley, building brands isn’t about rushing into the marketplace with as many concepts as possible. It’s about introducing quality products that delight consumers and can thrive for generations. We aren’t looking for the newest fad, but for products that will deliver superior quality and value to consumers and will become part of the fabric of everyday life around the world.

Competition is also healthy for Wrigley. As a leader, it sharpens our edge and fuels our drive to win…and we are winning. Looking at the big picture, this past year, we grew retail sales versus our primary competitor in three quarters of the 40 countries where we both compete. In the United States, our biggest single marketplace, we continue to increase our presence and reach in retail gum sales with a business that is more than two and a half times the size of our nearest competitor.

Despite our strong worldwide presence, we are far from complacent. We track competitive movements with vigilance, and we are fast to adapt to consumer, retail and competitive trends with strategic responses to opportunities and challenges.

“Healthy competition, new product news and increased brand support have helped drive growth in the overall gum category – the fastest-growing segment of confections.”

Competing Worldwide

The environment in which we do business has always been competitive. Healthy competition, new product news and increased brand support drive growth in the overall gum category – the fastest growing segment of confections.

The key for us when executing in the marketplace is to focus on healthy growth, building the equity of our brands and developing a lasting presence in every geography where we compete.  We do not look for trendy gimmicks or quick fixes.  Short-term strategies are not in the long-term interests of our company, our brands or our stockholders.

8

Through its successful acquisition in 2005, Wrigley added key brands that are rich in both heritage and consumer appeal.

Our agility and far-reaching view of the business landscape applies not only to competitors, but to managing costs. Fluctuations in costs are a fact of life in business, and while no company is insulated from them, it is our responsibility to manage them as effectively as possible.  We take pride in our successful track record of effectively managing economic swings that impact the price of ingredients, equipment, and resources without sacrificing quality or value.

We maximize the use of our resources through our enterprise-wide SAP platform. We employ cost-effective purchasing programs for ingredients and packaging. We institute programs like “Lean Manufacturing” that empower our associates to improve processes and procedures in our Supply Chain organization. Programs like these help us deliver quality products at a low cost while delivering healthy margins and creating competitive advantages.

Achieving healthy top-line growth while managing costs helps us win in the marketplace today, while building an enduring, profitable business for tomorrow. 

Winning as a Team

We believe in setting ambitious goals… embracing change… taking measured risk… and challenging ourselves to remain driven and energized.  That’s the Wrigley Way and our worldwide associates bring it to life every day.  Our Executive Leadership Team focuses on removing obstacles and providing the necessary tools to achieve our business goals, while helping each individual reach his or her true potential.

ALTOIDS
More than 200 years ago, a London confectionery firm perfected a recipe for exceptionally strong peppermint oil lozenges. They were called Altoids, and for well over a century were promoted as a stomach calmative. Today, Altoids mints’ irreverent, quirky personality has made Altoids Peppermint tins the #1 mint in the U.S.
	LIFE SAVERS
Life Savers were invented in 1912 by a Cleveland chocolate maker who wanted a sweet product that wouldn’t melt in the summer heat. He created a peppermint hard candy in the shape of a life preserver. Fruit flavors in the iconic 5 Flavor roll were introduced in 1936. Life Savers great-tasting flavors and unique candy-with-the-hole shape have established it as the #1 brand across non-chocolate candy and mints. The brand is now available in over 140 countries.
CREME SAVERS
The Creme Savers brand was launched in 1998 as a distinctive, premium fruit & creme swirled candy and it quickly became the #1 dairy hard candy brand. Today this delicious product combination continues to provide a uniquely irresistible experience to consumers and is available in 11 different flavor varieties.
	SUGUS
Sugus, the “original chewy candy,” was introduced in 1929 in Switzerland. Today the brand is sold in over a dozen countries; primarily in Europe and Asia. Sugus is Wrigley’s first chewy candy brand and comes in a variety of individually wrapped delicious fruit flavors.

9

Programs like our Leadership Academy help prepare our people to be strong Wrigley leaders who drive our business while enhancing our unique culture. Our marketing and sales colleges help associates in these roles develop skills and capabilities so that they can do more than execute their jobs – they can excel in them. Manager training teaches our associates how to create a positive and productive work environment, while Legal Compliance training assures that we all have the knowledge we need to be protectors of our Company and our reputation. Team-building activities, including opportunities to volunteer in our communities and annual sponsorship of our Chicago-based Wrigley Start Early Run against child abuse, help bring us together as an organization and demonstrate our values.

We are moving at an accelerated pace and, yet, our associates continue to amaze as they achieve new levels of success and personal development. We are pleased that we have been able to provide an environment that fosters this advancement for our team and that our Company was recognized for the second consecutive year by FORTUNE’S “100 Best Places to Work” in the United States.

I’d like to extend my sincere gratitude to all of our global associates for their unwavering commitment to our growth objectives, as well as to the values that have made Wrigley such a unique place to work for over 100 years.

Continuing the Momentum

Since Wrigley first listed on the New York Stock Exchange in 1923, four generations of my family and Wrigley associates have worked together to deliver attractive results - including this year’s record performance. What has driven these results is our

clarity of vision, consistency in execution against our long-term business strategy, and our resilience and flexibility in addressing today’s trends and opportunities in the marketplace.

You can see the result of our commitment in the generations of consumers who love Wrigley brands…generations of sales growth and profitability…and generations of investors who have passed their faith in us on to their children and grandchildren. 

The accomplishments and investments of this year reflect Wrigley’s steadfast focus on the future and our ability to strengthen our position in today’s confections category. While our business is becoming increasingly complex and dynamic, our commitment to generational growth will continue to guide us as we make strategic decisions and investments that will create lasting value.

I’d like to extend my deep appreciation to our Board of Directors for their valuable counsel, contributions and insights this past year. They remain an integral part of our broader leadership team, and they drive us to even greater performance year after year.

Finally, I’d like to thank you – our stockholders – for your ongoing confidence in all of us at the Wrigley Company and for the trust and faith you place in us by investing in our future.

Sincerely,

William Wrigley, Jr.

Chairman, President and Chief Executive Officer

10

Left to right: Howard Bernick; John F. Bard; John Rau; William Wrigley, Jr.; Steven B. Sample; Melinda R. Rich; Richard K. Smucker; Thomas A. Knowlton and Alex Shumate.

Board of Directors
WILLIAM WRIGLEY, JR.	THOMAS A. KNOWLTON	STEVEN B. SAMPLE
Director of the Company since 1988 Joined the Wm. Wrigley Jr. Company in 1985 Chairman of the Board since 2004, President and Chief Executive Officer since 1999 Senior Vice President (1999) Vice President (1991-1999)	Director of the Company since 1996 Dean-Faculty of Business, Ryerson University, since 2000 (Retired June, 2005) Executive Vice President, Kellogg Company (1992-1998) President, Kellogg North America (1994-1998)	Director of the Company since 1997 President, University of Southern California, since 1991 Director, Unova, Inc. Director, AMCAP Fund, Inc. Director, American Mutual Fund, Inc.
JOHN F. BARD	JOHN RAU	ALEX SHUMATE
Director of the Company since 1999 Executive Vice President, Wm. Wrigley Jr. Company (1999-2000) Senior Vice President, Wm. Wrigley Jr. Company (1991-1999) Director, Weight Watchers International, Inc. Director, Hollinger International, Inc.	Director of the Company since 2005 President and Chief Executive officer of Miami Corporation since 2002, and Director since 2003 Director, BorgWarner Inc. Director, Nicor, Inc. Director, First Industrial Reality Trust, Inc.	Director of the Company since 1998 Joined law firm of Squire, Sanders & Dempsey in 1988 Managing Partner of the Columbus Office since 1991 Director, Nationwide Financial Services, Inc. Director, Cincinnati Bell, Inc.
HOWARD BERNICK	MELINDA R. RICH	RICHARD K. SMUCKER
Director of the Company since 2001 Joined Alberto-Culver Company in 1977 President and Chief Executive Officer since 1994, and Director since 1986	Director of the Company since 1999 Joined Rich Products Corp. in 1986 Executive Vice President of Innovation since 1997, and Director since 1998 President, Rich Entertainment Group, since 1994 Director, M & T Bank Corp. (Buffalo, NY)	Director of the Company since 1988 Joined The J. M. Smucker Company in 1972 Chief Financial Officer (2003-2004) Co-CEO since 2001 President since 1987 Director since 1975 Director, Sherwin-Williams Company
Committees of the Board of Directors
AUDIT	COMPENSATION	CORPORATE GOVERNANCE
Richard K. Smucker, Chairman	Thomas A. Knowlton, Chairman	Melinda R. Rich, Chairman
Howard B. Bernick	Howard Bernick	John F. Bard
John Rau	Steven B. Sample	John Rau
Alex Shumate	Alex Shumate	Steven B. Sample

11

12

In confections, consumers want to be surprised and delighted again and again. Wrigley meets these consumer desires with innovative new products and brand extensions across gum, mints and candies. This year’s opening of the Global Innovation center will continue to feed the spark of creativity and fun that helps bring great new products to consumers around the world.

Airwaves, with its revitalizing quality and energizing mentholated flavors, is sold primarily in Europe and Asia. This past year, Airwaves Active with Guarana was launched across 14 European countries, building on the brand’s well-established equity with an even more energizing offering. In the U.S., Doublemint Twins mints became the first new product introduction from the Doublemint brand in more than 90 years – giving consumers a new and exciting way to enjoy the same Doublemint flavor that they grew up with in a delicious new mint. New Altoids Mango Sours pack a sweet and sour one-two punch that can only be rivaled by the juiciest mangos. This curiously strong item began shipping in December of 2005 and is one of the first innovations from our newly acquired confectionery brands.

13

14

Wrigley brands are available in more than 180 countries – representing approximately 97 percent of the global population. The world in which our millions of consumers live is very diverse, but fundamental requirements like quality and great taste span borders and oceans. Tailoring, benefits, flavors, packaging and consumer communication to meet local needs makes Wrigley brands even more meaningful and relevant.

In Mexico, outreach to teen consumers has helped Wrigley build sales of brands like Juicy Fruit and Winterfresh and lay the foundation for the launch of sugarfree Eclipse. In Europe, cutting edge promotions reflect the unique and energetic brand profile of Airwaves and have engaged a new generation with Juicy Fruit. In Sweden, where licorice is a favorite, Wrigley’s Extra Drop soffer consumers a “licorice” candy that’s good for your teeth — while programs in China, help increase awareness about the dental benefits of sugarfree gums like Extra. In addition, the new Wrigley Science Institute is investigating additional health and wellness benefits that chewing gum may deliver to consumers.

15

16

Consumer relevance is vital in creating demand for Wrigley brands. Equally important is making sure that consumers can find our products – wherever they may live and regardless of whether they buy their confections from a huge hyper-market, a convenience store or the street vendor at the corner. Wrigley’s innovative merchandising increases the accessibility of our products and provides value to retailers.

In 2005, creative in-store displays highlighted successful new bottle packaging for Extra and Doublemint in Asia and promoted awareness and incremental sales opportunities. Wrigley Germany marked its 50th anniversary with fun and engaging limited edition product packaging available through select supermarkets. Single piece items, like Boomer and Hubba Bubba bubble gum and Pim Pom or Ta Ta lollipops, promoted variety and affordability, particularly in geographies like China, India, Russia and Spain. Prominent placement and impressive shelf impact also helped differentiate high-end brands like Orbit in the U.S. and drive impulse sales at the checkout. New incremental distribution opportunities at the front of the store and through key retail channels are also expected to help grow the Altoids and Life Savers brands.

17

Elected Officers
WILLIAM WRIGLEY, JR.	DONALD E. BALSTER	IGOR SAVELIEV
Chairman of the Board, President	Vice President	Vice President and Managing Director
and Chief Executive Officer	— Manufacturing	— East/Central Europe
RONALD V. WATERS	FRANK BIRKEL	ALAN J. SCHNEIDER
Chief Operating Officer	Vice President and Managing Director	Vice President and Treasurer
	— West Europe
PETER R. HEMPSTEAD	VINCENT C. BONICA	DENIS SCHREY
Senior Vice President	Vice President	Vice President and Managing Director
— Worldwide Strategy and	— Worldwide Gum Base Operations	— North Europe
New Business
SURINDER KUMAR	DONAGH HERLIHY	RALPH P. SCOZZAFAVA
Senior Vice President and	Vice President and	Vice President and Managing Director
Chief Innovation Officer	Chief Information Officer	— North America/Pacific
DUSHAN PETROVICH	PHILIP C. JOHNSON	TAWFIK SHARKASI
Senior Vice President and	Vice President	Vice President
Chief Administrative Officer	— People, Learning and Development	— Research & Development
DARRELL R. SPLITHOFF	SHAUN KIM	SAMSON SUEN
Senior Vice President	Vice President	Vice President and Managing Director
— Worldwide Supply Chain	— Worldwide Engineering	— China
	(Retired Effective January, 2006)
REUBEN GAMORAN	PATRICK D. MITCHELL	MICHAEL F. WONG
Vice President and	Vice President	Vice President
Chief Financial Officer	— Worldwide Procurement	— Managing Director — Asia
HOWARD MALOVANY	JON ORVING	A. RORY FINLAY
Vice President, Secretary	Vice President	General Manager
and General Counsel	— Nordic	— New Confectionery Brands
JOHN ADAMS	STEFAN PFANDER
Vice President	Vice President and Chairman
— Manufacturing International	— Europe
	(Retired Effective January, 2006)

18

Management’s Discussion and Analysis of Results of Operations and Financial Condition

Dollar and share amounts in thousands except per share figures

Management’s Discussion and Analysis reviews the Company’s results of operations, liquidity and capital resources, critical accounting policies and estimates, and certain other matters. This discussion should be read in conjunction with the consolidated financial statements and related notes contained in this Annual Report.

overview

The Wm. Wrigley Jr. Company (the Company) achieved double digit volume and sales growth in 2005 compared to 2004. Diluted earnings per share were $2.29, up 5%, including a charge of $0.12 per share related to the announced plans to restructure the North America production network as well as the slightly dilutive impact of the Company’s acquisition, which closed as of June 26, 2005, of the Altoids, Life Savers, Creme Savers and Sugus brands (new confectionery brands).

Strong volume growth pushed global sales over $4,000,000 for the first time in Company history. Sales increases were primarily driven by worldwide shipment growth of 16%. The solid performance of the Company’s core gum and confectionery businesses across most regions and the acquisition of the new confectionery brands drove the increased volume. The North America region benefited the most from the new confectionery brands, along with strong volume growth of Orbit and Orbit White. The EMEAI region (principally Europe) experienced good volume performances in Eastern and Central Europe. The Asia region experienced strong volume growth in China and throughout the region. Other Geographic Regions (the Pacific and Latin America regions) experienced strong volume growth primarily due to higher shipments in Mexico.

In June 2005, the Company announced plans to restructure its North America production network in order to maximize manufacturing efficiencies.  The Company’s restructuring costs consist primarily of enhanced early retirement programs, employee severance, and accelerated depreciation resulting from decreased useful lives of certain assets.  In 2005, the Company recorded a $40,223 restructuring charge to earnings. The remaining restructuring charges of approximately $55,700 are expected to be substantially expensed in 2006.

In 2005, currency continued to have a positive impact on net earnings and earnings per share. On a diluted per share basis, translation of stronger foreign currencies, across all regions, to a weaker U.S. dollar contributed $0.05 of the $0.10 increase from 2004. The Company maintains a strong global presence; therefore, future exchange rate fluctuations will continue to impact the results of operations.

As the Company continues to expand both the depth and breadth of its product offerings, its primary competitors remain the same. These competitors include Cadbury and Mars on a global basis and Lotte and Perfetti in the Asia and EMEAI regions, respectively. Within this competitive environment, the Company is committed to achieving generational growth. This long-term view is driven by supporting brands through creative advertising and marketing campaigns, focusing on merchandising and selling efforts, introducing new products and optimizing manufacturing capabilities.

19

results of operations

Net Sales

2005 vs. 2004

Consolidated net sales for 2005 increased $510,714 or 14% from 2004. Higher worldwide shipments increased net sales approximately 13%. The recent acquisition of the new confectionery brands increased net sales 5%. First quarter 2005 net sales of Boomer, Solano, Pim Pom and Ta Ta (Joyco Group products), which were not included in 2004 first quarter results, contributed approximately 1% of the net sales growth. The remaining volume growth, across all regions, increased net sales 7%. Translation of stronger foreign currencies, primarily in Europe, to the weaker U.S. dollar increased net sales by approximately 1%. New products accounted for approximately 17% of net sales in 2005.

North America 2005 net sales increased $255,353 or 20% from 2004. Higher shipment volume in the U.S. and Canada increased net sales by 19%. In the U.S., volume growth was driven by the new confectionery brands, which contributed 14% to net sales. The remaining volume growth, which contributed 5% to net sales, was led by Orbit, Orbit White, and Extra in the U.S. and Excel and Extra in Canada. North America net sales increased approximately 1% as a result of translation of the stronger Canadian dollar to a weaker U.S. dollar.

EMEAI 2005 net sales increased $132,498 or 8% from 2004. Overall shipments increased net sales by 6%, including 1% from the 2005 first quarter net sales of Joyco Group products, which were not included in 2004 first quarter results.  The remaining volume growth, which contributed 5% to net sales, was led by growth in Russia and the Ukraine.  Favorable product mix increased net sales 1%.  Lastly, translation of stronger Central European currencies, primarily the Polish zloty, Czech koruna, and Ukraine hryvania, to a weaker U.S. dollar increased net sales approximately 1%.

Asia 2005 net sales increased $104,522 or 26% from 2004. Overall shipments increased net sales 21%, including approximately 3% from the 2005 first quarter net sales of Joyco Group products, which were not included in 2004 first quarter results.  The remaining volume growth, which contributed 18% to net sales, was mainly due to double digit growth across most of the region, including China. Favorable product mix, due to higher sales of Extra in China, increased net sales by 3%. Translation of a stronger Chinese renminbi and New Taiwan dollar to a weaker U.S. dollar increased net sales approximately 2%.

Other Geographic Regions 2005 net sales increased $8,126 or 5% from 2004. Higher volume in Mexico increased net sales by 3%. Unfavorable product mix, primarily in the Latin America region, decreased net sales by 1%. Translation of the stronger Australian dollar to a weaker U.S. dollar increased net sales approximately 3%.

2004 vs. 2003

Consolidated net sales for 2004 increased $579,504 or 19% from 2003. Higher worldwide shipments, including the introduction of new products and the impact of the Joyco Group acquisition, which closed on April 1, 2004, increased net sales by 11%. Favorable product mix increased net sales by 2%, while selected sales price changes increased net sales by 1%. Translation of foreign currencies to a weaker U.S. dollar increased reported net sales by approximately 5%. New products accounted for approximately 19% of net sales in 2004.

North America 2004 net sales increased $105,933 or 9% from 2003. Higher shipment volume in the U.S. and Canada increased net sales by 2%. Favorable product mix increased net sales 6%, mainly due to increased sales of Eclipse, Orbit, and Juicy Fruit pellets in the U.S. Finally, North America net sales increased 1% as a result of translation of the stronger Canadian dollar to a weaker U.S. dollar.

EMEAI 2004 net sales increased $330,621 or 23% from 2003. Overall shipments increased net sales by 14%, including 7% from the sales of Joyco Group products. The remaining 7% volume increase to net sales was led by growth in Russia and the Ukraine as well as the U.K. and Spain. Selected sales price changes increased net sales by 1%. Lastly, translation of stronger European currencies, primarily the Euro, British pound and Polish zloty, to a weaker U.S. dollar increased net sales by 8%.

20

Asia 2004 net sales increased $79,223 or 25% from 2003. Overall higher shipments increased net sales by 21%, including 8% from the sales of Joyco Group products. The remaining 13% volume related increase was due to growth in China, Vietnam and Taiwan, reflecting in part a rebound from the 2003 SARS outbreak. Favorable product mix increased net sales by 3% primarily due to increased sales of Extra in China and the introduction of Airwaves Drops in Taiwan. Lastly, translation of a stronger New Taiwan dollar to a weaker U.S. dollar increased net sales by 1%.

Other Geographic Regions 2004 net sales increased $30,173 or 24% from 2003. Higher volume in Australia and Mexico increased net sales by 16%. Unfavorable product mix, primarily in the Latin America region, decreased net sales by 4%. Translation of the stronger Australian and New Zealand dollars to a weaker U.S. dollar increased net sales by 12%.

Operating Income

The following table presents components of operating income as a percentage of net sales. Other expense reported in merchandising and promotion includes brand research and royalty fees.

	2005			2004			2003
Gross Profit		54.2	%		55.7	%		56.9	%
Selling, General and Administrative:
Advertising		(11.0	)%		(12.0	)%		(12.1	)%
Merchandising and Promotion/Other		(5.7	)%		(6.0	)%		(6.2	)%
Selling and Other Marketing		(10.2	)%		(9.7	)%		(9.6	)%
General and Administrative		(8.6	)%		(8.3	)%		(7.8	)%
Total Selling, General and Administrative*		(35.6	)%		(36.0	)%		(35.8	)%
Operating Income*		18.7	%		19.7	%		21.2	%

* May not total due to rounding

2005 vs. 2004

Consolidated 2005 operating income increased $56,117 or 8% from 2004. Across all regions, translation of foreign currencies to a weaker U.S. dollar increased operating income approximately 2%. Gross profit increased $222,529 or 11% from 2004 due to higher volume and the impact of exchange. Gross profit as a percentage of net sales decreased 1.5 percentage points compared to 2004. Restructuring charges decreased gross profit margin 1.0 percentage point. Lower profit margins on the new confectionery brands were partially offset by lower product cost in the Company’s core business. Translation of stronger foreign currencies increased gross profit approximately 2%. Selling, general and administrative (SG&A) expense increased $166,412 or 13% from 2004 primarily due to the new confectionery brands, higher selling expense in the EMEAI region, increased brand support in Asia, and foreign exchange. Translation of stronger foreign currencies to a weaker U.S. dollar increased SG&A expense approximately 1%.

North America 2005 operating income increased $35,745 or 10% from 2004. The translation of a stronger Canadian dollar to a weaker U.S. dollar increased operating income approximately 1%. Gross profit increased $83,641 or 12% from 2004 due to higher volume and the impact of exchange partially offset by restructuring charges. Gross profit as a percentage of sales decreased 3.5 percentage points, including a 2.1 percentage point impact from restructuring charges. Lower profit margins on the new confectionery brands also contributed to the overall decrease. Translation of a stronger Canadian dollar increased gross profit approximately 1%. SG&A expense increased $47,896 or 14% primarily due to investment in selling infrastructure and brand support related to the purchase of the new confectionery brands. The impact of foreign exchange increased SG&A expense approximately 1%.

21

EMEAI 2005 operating income increased $48,293 or 11% from 2004. The translation of stronger European currencies to a weaker U.S. dollar increased operating income approximately 2%. Gross profit increased $89,006 or 8% from 2004 due to higher volume, improved gross profit margin, and the impact of exchange. Gross profit as a percentage of sales increased 0.5 percentage points primarily due to improved profit margins in France, as a result of beginning direct sales to retail customers thereby reducing distribution costs. Translation of stronger European currencies increased gross profit approximately 2%. SG&A expense increased $40,713 or 7% mainly due to higher selling expense in France in support of the new direct sales operations and the impact of 2005 first quarter expense from Joyco Group operations, which were not included in 2004 first quarter results. The impact of foreign exchange increased SG&A expense approximately 1%.

Asia 2005 operating income increased $30,445 or 31% from 2004. The translation of stronger currencies to the U.S. dollar increased operating income approximately 2%. Gross profit increased $59,010 or 25% from 2004 due to higher volume and the impact of exchange. Gross profit as a percentage of sales decreased 0.3 percentage points primarily due to unfavorable product mix in China, partially offset by lower product costs. Translation of a stronger Chinese renminbi and New Taiwan dollar increased gross profit approximately 2%. SG&A expense increased $28,565 or 21% mainly due to higher brand support in China and the impact of 2005 first quarter Joyco Group operations, which were not included in 2004 first quarter results. The impact of foreign exchange increased SG&A expense approximately 2%.

Other Geographic Regions 2005 operating income decreased $10,585 or 36% from 2004. The translation of a stronger Australian dollar to the U.S. dollar increased operating income approximately 4%. Gross profit decreased $7,182 or 10% from 2004 due to unfavorable product mix, primarily in the Latin America region, offset by the favorable impact of exchange. Gross profit as a percentage of sales decreased 6.8 percentage points due to unfavorable product mix and costs related to starting up the Silao, Mexico factory.  Translation of a stronger Australian dollar to the U.S. dollar increased gross profit approximately 3%. SG&A expense increased $3,403 or 8% primarily due to increased brand support in Mexico. The impact of foreign exchange increased SG&A expense approximately 3%.

All Other 2005 operating expense increased $47,781 or 25% from 2004. The increase was primarily due to higher innovation spending, including research and development, as well as restructuring charges related to the pending closure of the L.A. Dreyfus gum base operation.

2004 vs. 2003

Consolidated 2004 operating income increased $70,857 or 11% from 2003. Across all regions, the translation of stronger foreign currencies to a weaker U.S. dollar increased operating income approximately 7%. Gross profit increased $286,703 or 16% from 2003 due to higher volume and the impact of exchange, offset by lower gross profit margins. Gross profit as a percentage of net sales decreased 1.2 percentage points primarily due to Joyco Group’s lower profit margin product portfolio. Translation of stronger foreign currencies increased gross profit approximately 5%. SG&A expense increased $215,846 or 20% from 2003 mainly due to higher costs across all regions, the impact of the Joyco Group operations, and foreign exchange. Translation of stronger foreign currencies to a weaker U.S. dollar increased SG&A expense approximately 5%.

North America 2004 operating income increased $31,968 or 10% from 2003. The translation of a stronger Canadian dollar to a weaker U.S. dollar increased operating income approximately 1%. Gross profit increased $41,376 or 6% from 2003 due to higher volume and the impact of exchange offset by lower gross profit margins. Gross profit as a percentage of net sales decreased 1.3 percentage points primarily due to higher product costs and charges related to an early retirement program for certain employees at U.S. factories. Translation of a stronger Canadian dollar increased gross profit approximately 1%. SG&A expense increased $9,408 or 3% from 2003 primarily due to higher advertising costs offset by lower merchandising and promotion (M&P) expense in the U.S. The impact of foreign exchange increased SG&A expense by approximately 1%.

EMEAI operating income increased $52,364 or 13% from 2003. The translation of stronger European currencies to the U.S. dollar increased operating income approximately 9%. Gross profit was up $196,357 or 23% compared to 2003, primarily due to higher shipments and the impact of exchange, offset by slightly lower gross profit margins. Gross profit as a percentage of net sales decreased slightly as Joyco Group’s lower margin product portfolio was mostly offset by favorable product mix. Translation of stronger European currencies to the U.S. dollar increased gross profit approximately 9%. SG&A expense increased $143,993 or 30% from 2003 mainly due to the impact of foreign exchange and the Joyco Group operations. In addition, higher selling expense in Russia and France, in support of improved sales infrastructure, and higher advertising and M&P spending in Russia, Germany and France contributed to the increase. The impact of foreign exchange increased SG&A expense approximately 9%.

22

Asia operating income increased $8,492 or 9% from 2003. The translation of a stronger New Taiwan dollar to the U.S. dollar increased operating income approximately 1%. Gross profit was up $36,244 or 18% from 2003 due to higher shipments, offset by lower gross profit margins. Gross profit as a percentage of net sales decreased 3.1 percentage points primarily due to Joyco Group’s lower profit margin product portfolio.  Translation of a stronger New Taiwan dollar increased gross profit approximately 1%. SG&A expense increased $27,752 or 26% from 2003 primarily due to increased advertising and M&P in China and the impact of the Joyco Group operations. The impact of foreign exchange increased SG&A expense approximately 1%.

Other Geographic Regions 2004 operating income decreased $5,355 or 15% from 2003. The translation of stronger Australian and New Zealand dollars to the U.S. dollar increased operating income approximately 12%. Gross profit increased $7,414 or 11% from 2003 primarily due to higher volume and the impact of exchange, offset by unfavorable product mix. Translation of foreign exchange increased gross profit approximately 12%. SG&A expense increased $12,769 or 39% from 2003 primarily due to higher general administrative expense and advertising expense in support of the Mexico business. The impact of foreign exchange increased SG&A expense approximately 12%.

All Other 2004 operating expense increased $16,612 or 10% from 2003. The increase in expense was primarily due to increased research and development, as well as expenses related to the Joyco Group integration.

Interest Expense

Interest expense in 2005 was $31,648, up $27,769 from 2004. The increase was primarily due to the Company’s issuance of long-term debt and commercial paper used to fund the acquisition of certain confectionery assets from Kraft Foods Global, Inc.

Interest expense in 2004 was $3,879, compared to $1,724 in 2003. The increase was mainly due to interest expense on the use of the Company’s line of credit to fund the acquisition of certain confectionery businesses of the Joyco Group.

Other Income

Other income in 2005 was $9,972, compared to $4,156 in 2004. The increase was primarily due to higher income from investments and a realized gain on marketable equity securities, offset by the donation of these securities to the Wrigley Foundation.

Other income in 2004 was $4,156, compared to $3,903 in 2003. The increase was due to higher income from investments partially offset by the absence of 2003 gains from the sale of certain marketable securities and a loss on land held for sale.

Income Taxes

Income taxes in 2005 were $237,408, up $9,866 or 4% from 2004, which primarily reflected an increase in pretax earnings of $34,164 or 5%. The consolidated effective tax rate decreased slightly to approximately 31.5% in 2005 from approximately 31.6% in 2004.

Income taxes in 2004 were $227,542, up $21,895 or 11% from 2003, which primarily reflected an increase in pretax earnings of $68,955 or 11%. The consolidated effective tax rates were approximately 31.6% for both 2004 and 2003.

liquidity and capital resources

Operating Cash Flow and Current Ratio

Net cash provided by operating activities was $757,646 in 2005 compared to $724,507 in 2004 and $645,495 in 2003. The increase from 2004 was primarily due to reduced levels of working capital and increased net earnings in 2005 compared to 2004, partially offset by an increase in pension and post-retirement plan contributions of $23,800. The increase in 2004 compared to 2003 was primarily due to reduced levels of working capital and increased net earnings in 2004 compared to 2003, partially offset by an increase in pension and post-retirement plan contributions of $36,000. The Company had a current ratio (current assets divided by current liabilities) in excess of 1.3 to 1 at December 31, 2005 and in excess of 2.0 to 1 at December 31, 2004. The decrease was primarily due to reduced cash balances resulting from partial repayments of debt and repurchases of Company Common Stock.

23

Additions to Property, Plant and Equipment

Capital expenditures in 2005 were $281,769, an increase of $61,447 from 2004. The increase was primarily due to higher spending on worldwide capacity, including the opening of the Silao, Mexico factory. Capital expenditures in 2004 were $220,322, an increase of $63 from 2003. The increase was due to spending on the Company’s new innovation facility in excess of spending on factory expansion in 2003. Additions to property, plant and equipment are expected to increase in 2006 and are planned to be funded from the Company’s cash flow from operations.

Share Repurchases

In 2005, the Company repurchased 3,388 shares totaling $231,998, including 3,382 shares totaling $231,610 under the Board of Directors authorized Share Repurchase Program and 6 shares totaling $388 under the shareholder approved Management Incentive Plan (MIP). In 2004, the Company repurchased 1,435 shares totaling $84,985, including 1,433 shares totaling $84,895 under the Board of Directors authorized Share Repurchase Program and 2 shares totaling $90 under the MIP. At December 31, 2005, $128,733 was available for repurchase under the Share Repurchase Program.

On August 18, 2004, the Company’s Board of Directors authorized future share repurchases of up to $300,000. The authorization was in addition to the January 28, 2004 authorization by the Company’s Board of Directors to repurchase shares up to $100,000.

Long-Term Debt

On July 14, 2005, the Company issued $1,000,000 of senior unsecured notes under the shelf registration filed on March 1, 2005. The senior note offering included $500,000 of five-year notes maturing on July 15, 2010, bearing a coupon interest rate of 4.30% and $500,000 of ten-year notes maturing on July 15, 2015, bearing a coupon interest rate of 4.65%. Interest is payable semi-annually on January 15th and July 15th. The net proceeds were used to repay $993,500 of the $1,350,000 of commercial paper issued on June 27, 2005 in connection with the Company’s acquisition of certain confectionery assets from Kraft Foods Global, Inc. At December 31, 2005 the fair value of the senior notes, based on market quotes, was $977,070.

Concurrent with the issuance of the senior notes, swap rate lock hedging agreements were settled for a loss of $11,400. This loss is being amortized over the lives of the senior notes.

Also on July 14, 2005, the Company entered into an agreement for a $600,000 five-year credit facility maturing in July 2010. The Company intends to use this credit facility primarily to support commercial paper. However, the Company may also draw on the facility for general corporate purposes. Under certain conditions, the Company may request an increase in aggregate commitment under this credit facility, not to exceed a total of $1,000,000. This credit facility requires maintenance of certain financial conditions, with which, at December 31, 2005, the Company was compliant. The Company had no borrowings outstanding under the credit facility at December 31, 2005. At December 31, 2005, $100,000 of commercial paper was outstanding bearing interest at 4.19%.

On July 14, 2005, the Company terminated its $300,000 unsecured line of credit, which was originally entered into to finance a portion of the acquisition of certain confectionery businesses of the Joyco Group.

Additional External Capital Resources

On March 1, 2005, the Company filed a shelf registration prospectus (Form S-3) with the SEC that would allow the Company to issue, from time to time, debt securities, which may be senior debt securities or subordinated debt securities, preferred stock, common stock, warrants, stock purchase contracts or stock purchase units. The aggregate initial offering price of all securities sold by the Company under the prospectus shall not exceed $2,000,000. With the issuance of $1,000,000 of senior notes in July 2005, the Company has $1,000,000 remaining under the shelf registration prospectus.

Contractual Obligations

The Company enters into arrangements that obligate it to make future payments under contracts such as debt, leases and unconditional purchase obligations. The Company enters into these arrangements in the normal course of business in order to ensure adequate levels of cash funding, raw materials, office and warehousing space and machinery, equipment or services for significant capital projects. Debt obligations, which include senior notes and commercial paper, are recognized as liabilities in the Company’s Consolidated Balance Sheet at December 31, 2005. Operating lease obligations and unconditional purchase obligations, which primarily relate to anticipated raw material requirements for 2006, are not recognized as liabilities in the Company’s Consolidated Balance Sheet in accordance with generally accepted accounting principles.

24

A summary of the Company’s contractual obligations at December 31, 2005 is as follows:

PAYMENTS DUE BY PERIOD

Contractual Obligations	Total		Less than 1 Year		2-3 Years		4-5 Years		Thereafter
Debt	$	1,100,000		100,000		—		500,000		500,000
Interest on Senior Notes		340,000		44,750		89,500		89,500		116,250
Operating Leases		113,033		23,396		40,368		21,221		28,048
Purchase Obligations		944,463		801,053		139,017		4,393		—
Total	$	2,497,496		969,199		268,885		615,114		644,298

Additionally, the Company has no contractual obligations with related parties which may materially affect the Company’s results of operations, cash flows or financial condition.

other matters

Critical Accounting Policies and Estimates

The Company’s significant accounting policies are discussed in the Notes to the Consolidated Financial Statements. The application of certain policies requires significant judgments or an estimation process that can affect the results of operations, financial position and cash flows of the Company, as well as the related footnote disclosures. The Company bases its estimates on historical experience and other assumptions, as discussed below, that it believes are reasonable. If actual amounts are ultimately different from previous estimates, the revisions are included in the Company’s results of operations for the period in which the actual amounts become known. The accounting policies and estimates with the greatest potential to have a significant impact on the Company’s operating results, financial position, cash flows and footnote disclosures are as follows:

Marketing and Promotional Programs —The Company’s significant marketing and promotional programs include introductory allowances, promotional and performance allowances, slotting fees and coupon redemption costs and are recorded as reductions of revenue. The Company enters into promotional arrangements, primarily with its retail customers, many of which require periodic payments based on estimated annual purchases of the Company’s products. Therefore, the Company is required to estimate these future purchases on a routine basis in order to properly account for these payments. In addition, the Company routinely commits to one-time promotional programs with customers that require the Company to estimate the ultimate cost of each promotional program and accrue that cost until paid. The Company tracks its commitments for promotional programs and, using historical experience, estimates and records an accrual at the end of each period for the earned, but unpaid, costs of promotional programs. While actual amounts paid may differ from these estimates, management believes that its estimates of promotional accruals fairly represent future requirements.

Allowance for Doubtful Accounts — In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. An allowance for doubtful accounts, which is reported as part of accounts receivable, is determined through an analysis of the aging of accounts receivable, assessments of collectibility based on historical trends, assessment of customer credit worthiness, and an evaluation of current and projected economic conditions at the balance sheet date. Actual collections of accounts receivable could differ from management’s estimates due to changes in future economic or industry conditions or specific customers’ financial condition.

Valuation of Long-lived Assets — Long-lived assets, primarily property, plant and equipment, are reviewed for impairment as events or changes in circumstances occur indicating that the amount of the asset reflected in the Company’s Consolidated Balance Sheet may not be recoverable. An estimate of undiscounted cash flows produced by the asset, or the appropriate group of assets, is compared to the carrying value to determine whether impairment exists. The estimates of future cash flows involve considerable management judgment and are based upon assumptions about expected future operating performance. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance, and economic conditions.

Pension and Other Post-Retirement Plan Benefits —The Company sponsors pension and other post-retirement plans in various forms covering substantially all employees in the U.S. as well as employees in certain other countries who meet eligibility requirements. Independent actuaries perform the required calculations to determine pension and other post-retirement plan cost, in accordance with accounting principles generally

25

accepted in the U.S. Several statistical and other factors which attempt to anticipate future events are used in calculating the cost and liability related to the plans. These factors include assumptions about the discount rate, expected return on plan assets, rate of future employee compensation increases and trends in health care costs. In addition, the Company also uses actuarial assumptions such as withdrawal and mortality rates to estimate these factors. The actuarial assumptions used by the Company may differ from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may impact the amount of pension and post-retirement liability and cost recorded by the Company.

In 2006, the Company will decrease the long-term rate of return assumption for the assets in its U.S. plans from 8.50% to 8.25%. Additionally, the discount rate to determine pension cost for the U.S. plans will decrease from 5.75% to 5.50%. The Company expects 2006 U.S. pension cost to increase approximately $1,000, excluding $22,000 of cost recognized in 2005 associated with restructuring activities.

Income Taxes — Deferred income taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse. U.S. federal income taxes are provided on that portion of the income of foreign subsidiaries that is expected to be remitted to the U.S. and be taxable, but not on the portion that is considered to be permanently invested in foreign subsidiaries. The Company, along with third-party advisers, periodically reviews assumptions and estimates of the Company’s probable tax obligations using historical experience in tax jurisdictions and informed judgments.

Goodwill and Other Intangible Assets — The Company accounts for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standard (SFAS) No.142, “Goodwill and Other Intangible Assets.” In accordance with SFAS No.142, a review of goodwill is conducted annually to test for impairment. The impairment test is a two step process. The first step compares the fair value of each reporting unit to its carrying value. The Company’s reporting units are consistent with the reportable segments identified in the Notes to the Consolidated Financial Statements. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is considered not impaired and requires no further testing. If the carrying value of the net assets assigned to that reporting unit exceeds the fair value of the reporting unit, the Company must perform the second step of the impairment test to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then an impairment loss is recorded equal to the difference. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. These estimates and assumptions include projected revenue growth rates, operating margins, capital expenditures and related depreciation to calculate estimated cash flows. In addition, certain judgments and assumptions are made in allocating shared assets and liabilities to determine the carrying values of reporting units. The Company’s goodwill impairment testing, which was performed during the fourth quarter of 2005, did not result in an impairment charge.

Other intangible assets consist primarily of customer relationships, patents, licenses and trademarks. Except for indefinite lived trademarks, these assets are amortized on a straight-line basis over their estimated useful lives of five to seventeen years. Trademarks determined to have indefinite lives are not amortized, but rather are tested annually for impairment or whenever events indicate there may be a potential risk of impairment. The Company measures impairment by comparing the discounted expected cash flows attributable to the trademark to its carrying value. Similar to goodwill, the use of projected discounted cash flows involves certain judgments and assumptions. The Company’s other intangible asset impairment testing did not result in an impairment charge in 2005.

Restructuring — The Company accounts for its restructuring plans, which primarily include severance and employee related benefit costs and costs to consolidate or close facilities, under the provisions of SFAS No.146, “Accounting for Costs Associated with Exit or Disposal Activities.” The Company evaluates accelerated depreciation under the provisions of SFAS No.144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Company estimates the expense for these plans, which are approved by senior management, by accumulating detailed estimates for each element of the restructuring. This includes the estimated costs of employee severance and related benefits, accelerated depreciation of property, plant and equipment, other contractual obligations, and any other qualifying exit costs related to the plan. These estimated costs are grouped by specific projects within the overall plan and are then monitored regularly by corporate finance personnel, as well as by finance personnel at each affected location. Such costs represent management’s best estimate, but require assumptions about the restructuring that may change over time. Estimates are evaluated periodically to determine if a change is required. The Company’s estimate of current restructuring activities is described in the Notes to the Consolidated Financial Statements.

26

Market Risk

Inherent in the Company’s operations are certain market risks related to changes in foreign currency exchange rates, interest rates, and the equity markets. Changes in these factors could cause fluctuations in the Company’s net earnings, cash flows, and to the fair values of market risk sensitive financial instruments. In the normal course of business, the Company identifies these risks and mitigates their financial impact through its corporate policies and hedging activities. The Company’s hedging activities include the use of derivative financial instruments. The Company uses derivatives only when the hedge is highly effective and does not use them for trading or speculative purposes. The counterparties to the hedging activities are highly rated financial institutions. Additional information regarding the Company’s use of financial instruments is included in the Notes to the Consolidated Financial Statements.

Foreign Exchange Risk — The Company’s primary area of market risk is foreign currency exchange rate risk. The Company is exposed to fluctuations in foreign currency primarily in the translation of foreign currency earnings to U.S. dollars, cash flows related to inventory purchases and sales and the value of foreign currency investments in subsidiaries. The Company’s primary exchange rate exposure is with the Euro, British pound, Polish zloty and the Canadian and Australian dollars against the U.S. dollar and the Polish zloty against the Euro. The Company enters into foreign currency exchange contracts to facilitate managing foreign currency risk related to inventory purchases and sales, and investments in foreign subsidiaries. All contracts have been designated as hedges of anticipated foreign currency transactions, transactional exposures, or the value of foreign currency investments in subsidiaries.

The following table summarizes the foreign currency forward exchange contracts held at December 31, 2005. All contracts are valued in U.S. dollars using December 31, 2005 exchange rates and expire on or before December 31, 2006. Average contractual exchange rates are based on the currency received.

Contract Description	Contract Amount		Average Contractual Exchange Rate
Receive CAD/Sell USD	$	126,915		1.18
Receive EUR/Sell USD		113,702		.82
Receive USD/Sell CAD		74,222		.84
Receive PLN/Sell EUR		64,214		4.13
Receive EUR/Sell GBP		36,494		1.42
Receive USD/Sell EUR		30,642		1.23
Receive USD/Sell MXN		18,845		.09
Receive GBP/Sell EUR		16,304		.69
Receive USD/Sell PLN		14,863		.30
Receive EUR/Sell CZK		13,884		.03
Receive USD/Sell GBP		10,344		1.81
Receive USD/Sell AUD		8,697		.75
Receive AUD/Sell NZD		8,054		.92
Receive EUR/Sell AUD		7,607		.61
Receive EUR/Sell ILS		7,221		.17
Receive EUR/Sell CHF		6,381		.65
Receive EUR/Sell SKK		5,871		.03
Receive USD/Sell RMB		4,730		.12
Receive USD/Sell TWD		4,614		.03
Receive EUR/Sell NOK		3,859		.12
Receive EUR/Sell HUF		3,625		.0038
Receive EUR/Sell TWD		2,502		.02
Receive GBP/Sell USD		1,782		.58
Receive EUR/Sell SEK		1,418		.11
Receive GBP/Sell SEK		1,005		.08
Receive GBP/Sell AUD		309		.41

Total forward exchange contracts outstanding as of December 31, 2005 were $588,104.

27

The Company’s strategy for the use of derivative financial instruments in managing foreign currency exchange rate exposures described previously is consistent with the prior year. Changes in the portfolio of financial instruments are a function of the results of operations and the market effects on foreign currency exchange rates. The Company’s derivative instruments are highly effective as hedges of the underlying cash flow, fair value or net investments. Therefore, any reasonably possible near-term changes in market rates do not result in material near-term impact on future earnings, fair values, or cash flows.

Interest Rate Risk — The fair value of the Company’s cash and short-term investment portfolio at December 31, 2005, approximates carrying value. Exposure to interest rate risk on the Company’s long-term debt is mitigated because it carries a fixed coupon rate of interest. Market risk, as measured by the change in fair value resulting from a hypothetical ten percent change in interest rates, is not material. A hypothetical 100 basis point increase in short-term interest rates would increase the Company’s interest expense by approximately $1,000. Interest rate risk can also be measured by estimating the net amount by which the fair value of the Company’s financial liabilities would change as a result of movements in interest rates. Based on a hypothetical, immediate 100 basis point decrease in interest rates at December 31, 2005, the market value of the Company’s debt, in aggregate, would increase by approximately $50,000.

Other Market Risks — The Company’s exposure to equity price risk would not a have a significant impact on future earnings, fair value or cash flows.

Forward-Looking Statements

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 21 E 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 to us. Forward-looking statements generally will 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. Significant factors that could cause actual results to differ materially from the forward-looking statements include, without limitation:

• In those countries where we maintain market leadership in the chewing gum segment, our ability to retain preferred retail space allocation will impact results, and if we are not able to retain this allocation, our results could be negatively impacted.

• Failure to maintain the availability, pricing and sourcing of raw materials could negatively impact results.

• We market our products to different segments of the population. Failure to adequately anticipate and react to changing demographics and product preferences could negatively impact results.

• Both manufacturing and sales of a significant portion of our products are outside the U.S. and could be negatively impacted by volatile foreign currencies and geographies.

• We compete worldwide with other well-established manufacturers of confectionery products, including chewing gum. Our results may be negatively impacted by a failure of new or existing products to be favorably received, by ineffective advertising, or by failure to sufficiently counter aggressive competitive actions.

• Underutilization of or inadequate manufacturing capacity due to unanticipated movements in consumer demands could negatively impact manufacturing efficiencies and costs.

28

• Discounting and other competitive actions may make it more difficult for us to maintain our operating margins.

• 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 market places.

• To the extent we would experience any material labor stoppages, such disputes or strikes could negatively affect shipments from suppliers or shipments of finished product.

• Our ability to successfully integrate certain confectionery assets of Kraft Foods Global, Inc. could cause actual results to differ from anticipated results or expectations.

• While 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.

Additional significant factors that may affect the Company’s operations, performance, development and business results include the risks and uncertainties described above, those listed from time to time in the Company’s 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.

29

Quarterly Data

In thousands of dollars except per share amounts

Consolidated Results

	Net Sales		Gross Profit		Net Earnings		Net Earnings Per Share (Diluted)
2005
First Quarter	$	950,390		537,633		131,014		0.58
Second Quarter		1,040,184		594,371		162,444		0.72
Third Quarter		1,062,388		570,266		129,718		0.57
Fourth Quarter		1,106,344		553,634		94,076		0.42
Total	$	4,159,306		2,255,904		517,252		2.29
2004
First Quarter	$	812,151		457,046		110,983		0.49
Second Quarter		957,906		538,790		139,205		0.62
Third Quarter		916,675		507,525		125,776		0.56
Fourth Quarter		961,860		530,014		116,990		0.52
Total	$	3,648,592		2,033,375		492,954		2.19

Note: The 2005 and 2004 quarterly consolidated results of operations include the impact of the acquisition of certain confectionery businesses of the Joyco Group on April 1, 2004.The 2005 quarterly results of operations include the impact of the acquisition of certain confectionery assets from Kraft Foods Global Inc., on June 26, 2005.The 2005 third and fourth quarters include restructuring charges related to the Company’s North America production network.

30

Market Prices

Although there is no established public trading market for the Company’s 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 and Chicago Stock Exchanges. The table below presents the closing high and low sales prices for the two most recent years on the New York Stock Exchange.

	2005 High		2005 Low		2004 High		2004 Low
First Quarter	$	70.65		63.88		59.63		55.23
Second Quarter		69.70		63.51		63.86		58.66
Third Quarter		72.08		67.49		63.72		59.78
Fourth Quarter		72.75		66.49		69.73		62.20

Dividends

The following table indicates the quarterly breakdown of aggregate dividends declared per share of Common Stock and Class B Common Stock for the two most recent years. Dividends declared in a quarter are paid in the following quarter.

	2005		2004
First Quarter	$	.28		.235
Second Quarter		.28		.235
Third Quarter		.28		.235
Fourth Quarter		.28		.235
Total	$	1.12		.940

31

Selected Financial Data

In thousands of dollars and shares, except per share amounts, stockholders of record and employees

Operating Data

	2005			2004			2003			2002
Net Sales	$	4,159,306			3,648,592			3,069,088			2,746,318
Cost of Sales		1,863,179			1,615,217			1,322,416			1,186,685
Income Taxes		237,408			227,542			205,647			181,896
Net Earnings (1)		517,252			492,954			445,894			401,525
Per Share of Common Stock (diluted)		2.29			2.19			1.98			1.78
Dividends Paid		241,669			207,803			194,633			181,232
Per Share of Common Stock		1.075			.925			.865			.805
As a Percent of Net Earnings		47	%		42	%		44	%		45	%
Dividends Declared Per Share of Common Stock		1.12			.940			.880			.820
Average Shares Outstanding		224,771			224,637			224,963			225,145

	2001			2000			1999			1998			1997			1996			1995
Net Sales		2,401,419			2,126,114			2,045,227			1,990,286			1,923,963			1,835,987			1,754,931
Cost of Sales		1,030,129			932,802			923,631			894,988			892,751			859,414			820,478
Income Taxes		164,380			150,370			136,247			136,378			122,614			128,840			126,492
Net Earnings (1)		362,986			328,942			308,183			304,501			271,626			230,272			223,739
Per Share of Common Stock (diluted)		1.61			1.45			1.33			1.31			1.17			.99			.96
Dividends Paid		167,922			159,138			153,812			150,835			135,680			118,308			111,401
Per Share of Common Stock		.745			.701			.664			.650			.585			.510			.480
As a Percent of Net Earnings		46	%		48	%		50	%		50	%		50	%		51	%		50	%
Dividends Declared Per Share of Common Stock		.760			.701			.740			.655			.595			.510			.495
Average Shares Outstanding		225,349			227,037			231,722			231,928			231,928			231,966			232,132

(1)	2005 includes restructuring charges of $27,553 or $0.12 per share related to the North America production network; 1998 includes factory closure net gain of $6,763 or $0.03 per share, and 1997 and 1996 include factory closure net costs of $2,145 or $0.01 per share and $12,990 or $0.06 per share, respectively.
Note:	On April 1, 2004 the Company acquired certain confectionery businesses of the Joyco Group and as of June 26, 2005 acquired certain confectionery assets from Kraft Foods Global Inc.

32

Other Financial Data

	2005			2004			2003			2002
Net Property, Plant and Equipment	$	1,282,412			1,142,620			956,180			836,110
Total Assets		4,460,201			3,166,703			2,527,371			2,108,296
Working Capital		325,283			787,940			825,797			620,205
Debt (2)		1,100,000			90,000			—			—
Stockholders’ Equity		2,214,422			2,178,684			1,820,821			1,522,576
Return on Average Equity		23.5	%		24.7	%		26.7	%		28.7	%
Stockholders of Record at Close of Year		41,105			41,376			40,954			40,534
Employees at Close of Year		14,300			14,800			12,000			11,250
Market Price of Stock
High		72.75			69.73			58.90			58.90
Low		63.51			55.23			51.05			44.21

	2001			2000			1999			1998			1997			1996			1995
Net Property, Plant and Equipment		684,379			607,034			599,140			520,090			430,474			388,149			347,491
Total Assets		1,777,793			1,574,740			1,547,745			1,520,855			1,343,126			1,233,543			1,099,219
Working Capital		581,519			540,505			551,921			624,546			571,857			511,272			458,683
Debt (2)		—			—			—			—			—			—			—
Stockholders’ Equity		1,276,197			1,132,897			1,138,775			1,157,032			985,379			897,431			796,852
Return on Average Equity		30.1	%		29.0	%		26.8	%		28.4	%		28.9	%		27.2	%		30.1	%
Stockholders of Record at Close of Year		38,701			37,781			38,626			38,052			36,587			34,951			28,959
Employees at Close of Year		10,800			9,800			9,300			9,200			8,200			7,800			7,300
Market Price of Stock
High		53.30			48.31			50.31			52.16			41.03			31.44			27.00
Low		42.94			29.94			33.25			35.47			27.28			24.19			21.44

(2)	2005 includes issuance of long-term debt and commercial paper used to fund the acquisition of certain confectionery assets from Kraft Foods Global, Inc. 2004 includes the line of credit used to fund the acquisition of certain confectionery businesses of the Joyco Group.
Note:	On April 1, 2004 the Company acquired certain confectionery businesses of the Joyco Group and as of June 26, 2005 acquired certain confectionery assets from Kraft Foods Global Inc.

33

Management’s Report on Internal Control Over Financial Reporting

Management of the Wm. Wrigley Jr. Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005 as required by the Securities Exchange Act of 1934 Rule 13a-15(c). In making this assessment, we used the criteria set forth in the framework in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control–Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2005.

Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears on page 35.

WM. WRIGLEY JR. COMPANY

Chicago, Illinois

February 3, 2006

34

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

To the Stockholders and Board of Directors of the Wm. Wrigley Jr. Company:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that the Wm. Wrigley Jr. Company (the “Company”) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005 is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheets of the Company as of December 31, 2005 and 2004 and the related consolidated statements of earnings, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2005 and our report dated February 3, 2006 expressed an unqualified opinion thereon.

ERNST & YOUNG LLP

Chicago, Illinois

February 3, 2006

35

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of the Wm. Wrigley Jr. Company:

We have audited the accompanying consolidated balance sheets of the Wm. Wrigley Jr. Company (the “Company”) as of December 31, 2005 and 2004 and the related consolidated statements of earnings, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 the Company as of December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 3, 2006 expressed an unqualified opinion thereon.

ERNST & YOUNG LLP

Chicago, Illinois
February 3, 2006

36

Consolidated Statement of Earnings

In thousands of dollars except per share amounts

	2005			2004			2003
EARNINGS
Net sales	$	4,159,306			3,648,592			3,069,088
Cost of sales		1,863,179			1,615,217			1,322,416
Restructuring charges		40,223			—			—
Gross profit		2,255,904			2,033,375			1,746,672
Selling, general and administrative expense		1,479,568			1,313,156			1,097,310
Operating income		776,336			720,219			649,362
Interest expense		(31,648	)		(3,879	)		(1,724	)
Other income		9,972			4,156			3,903
Earnings before income taxes		754,660			720,496			651,541
Income taxes		237,408			227,542			205,647
Net earnings	$	517,252			492,954			445,894
PER SHARE AMOUNTS
Net earnings per share of Common Stock (basic)	$	2.30			2.19			1.98
Net earnings per share of Common Stock (diluted)	$	2.29			2.19			1.98
Dividends paid per share of Common Stock	$	1.075			.925			.865

See accompanying accounting policies and notes.

37

Consolidated Balance Sheet

In thousands of dollars

	2005		2004
ASSETS
Current assets:
Cash and cash equivalents	$	257,704		628,553
Short-term investments, at amortized cost		1,100		22,764
Accounts receivable (less allowance for doubtful accounts: 2005 - $8,013; 2004 - $11,682)		412,931		356,389
Inventories:
Finished goods		213,915		135,527
Raw materials, work in process and supplies		287,810		262,580
		501,725		398,107
Other current assets		93,903		65,336
Deferred income taxes - current		38,731		34,761
Total current assets		1,306,094		1,505,910
Marketable equity securities, at fair value		—		16,970
Deferred charges and other assets		285,392		250,158
Deferred income taxes - noncurrent		80,979		40,239
Goodwill		1,094,219		168,495
Other intangibles		411,105		42,311
Property, plant and equipment, at cost:
Land		55,882		53,209
Buildings and building equipment		647,479		555,375
Machinery and equipment		1,629,231		1,464,903
		2,332,592		2,073,487
Less accumulated depreciation		1,050,180		930,867
Net property, plant and equipment		1,282,412		1,142,620
TOTAL ASSETS	$	4,460,201		3,166,703

38

In thousands of dollars and shares

	2005			2004
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Line of credit	$	—			90,000
Current portion of long-term debt and commercial paper		100,000			—
Accounts payable		312,954			216,764
Accrued expenses		412,164			270,898
Interest payable		20,510			338
Dividends payable		62,459			52,821
Income and other taxes payable		62,596			76,554
Deferred income taxes - current		10,128			10,595
Total current liabilities		980,811			717,970
Deferred income taxes - noncurrent		110,687			88,112
Other noncurrent liabilities		154,281			181,937
Long-term debt		1,000,000			—
Total liabilities		2,245,779			988,019
Stockholders’ equity:
Preferred Stock - no par value
Authorized: 20,000 shares
Issued: None
Common Stock - no par value
Common Stock
Authorized: 2005 - 1,000,000 shares; 2004 - 400,000 shares
Issued: 2005 - 199,230 shares; 2004 - 198,930 shares		13,274			13,254
Class B Common Stock - convertible
Authorized: 2005 - 300,000 shares; 2004 - 80,000 shares
Issued and outstanding: 2005 - 33,211 shares; 2004 - 33,511 shares		2,222			2,242
Additional paid-in capital		37,760			17,764
Retained earnings		2,702,947			2,435,838
Common Stock in treasury, at cost (2005 - 9,631 shares; 2004 - 7,670 shares)		(513,763	)		(346,087	)
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment		(27,633	)		44,936
Gain (loss) on derivative contracts		(385	)		758
Unrealized holding gains on marketable equity securities		—			9,979
		(28,018	)		55,673
Total stockholders’ equity		2,214,422			2,178,684
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,460,201			3,166,703

See accompanying accounting policies and notes.

39

Consolidated Statement of Cash Flows

In thousands of dollars

	2005			2004			2003
OPERATING ACTIVITIES
Net earnings	$	517,252			492,954			445,894
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		175,285			141,851			120,040
Loss on retirements of property, plant and equipment		11,714			12,417			15,510
(Increase) Decrease in:
Accounts receivable		(80,686	)		25,706			9,718
Inventories		(67,676	)		(3,213	)		(11,426	)
Other current assets		(30,791	)		8,937			(16,195	)
Deferred charges and other assets		11,519			(48,911	)		(2,244	)
Increase (Decrease) in:
Accounts payable		106,044			43,013			27,442
Accrued expenses		106,234			43,257			23,972
Interest payable		20,172			338			—
Income and other taxes payable		3,363			(6,070	)		9,011
Deferred income taxes		6,344			(7,014	)		7,947
Other noncurrent liabilities		(21,128	)		21,242			15,826
Net cash provided by operating activities		757,646			724,507			645,495
INVESTING ACTIVITIES
Additions to property, plant and equipment		(281,769	)		(220,322	)		(220,259	)
Proceeds from retirements of property, plant and equipment		10,127			2,468			8,581
Acquisitions, net of cash acquired		(1,437,428	)		(264,477	)		—
Purchases of short-term investments		(7,484	)		(40,464	)		(43,369	)
Maturities of short-term investments		29,148			40,453			48,077
Net cash used in investing activities		(1,687,406	)		(482,342	)		(206,970	)
FINANCING ACTIVITIES
Dividends paid		(241,669	)		(207,803	)		(194,633	)
Common Stock purchased, net		(165,896	)		(28,409	)		(22,532	)
Debt issuance costs		(16,375	)		—			—
Borrowings (repayments) under the line of credit		(90,000	)		90,000			—
Borrowings from commercial paper, net		100,000			—			—
Borrowings from long-term debt		1,000,000			—			—
Net cash provided by (used in) financing activities		586,060			(146,212	)		(217,165	)
Effect of exchange rate changes on cash and cash equivalents		(27,149	)		27,383			4,581
Net increase (decrease) in cash and cash equivalents		(370,849	)		123,336			225,941
Cash and cash equivalents at beginning of year		628,553			505,217			279,276
Cash and cash equivalents at end of year	$	257,704			628,553			505,217
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid	$	249,824			234,800			192,646
Interest paid	$	8,752			3,541			1,724
Interest and dividends received	$	15,711			11,871			9,621

See accompanying accounting policies and notes.

40

Consolidated Statement of Stockholders’ Equity

In thousands of dollars and shares

	Common Shares Outstanding			Common Stock		Class B Common Stock			Additional Paid-in Capital		Retained Earnings			Common Stock In Treasury			Accumulated Other Compre- hensive Income			Stock- holders’ Equity
BALANCE DECEMBER 31, 2002		183,513		$	12,719		2,777			4,209		1,902,990			(297,156	)		(102,963	)		1,522,576
Net earnings												445,894									445,894
Changes in other comprehensive income:
Foreign currency translation adjustments, net of $305 tax expense																		69,611			69,611
Unrealized holding loss on marketable equity securities, net of $394 tax benefit																		(732	)		(732	)
Loss on derivative contracts, net of $401 tax benefit																		(1,049	)		(1,049	)
Total comprehensive income																					513,724
Dividends to shareholders												(197,966	)								(197,966	)
Treasury share purchases		(822	)												(44,842	)					(44,842	)
Options exercised and stock awards granted		626								973					21,548						22,521
Tax benefit related to stock options exercised										3,160											3,160
Conversion from Class B Common to Common		1,066			71		(71	)													—
ESOP tax benefit												1,648									1,648
BALANCE DECEMBER 31, 2003		184,383		$	12,790		2,706			8,342		2,152,566			(320,450	)		(35,133	)		1,820,821
Net earnings												492,954									492,954
Changes in other comprehensive income:
Foreign currency translation adjustments, net of $1,624 tax benefit																		87,628			87,628
Unrealized holding gain on marketable equity securities, net of $278 tax expense																		518			518
Gain on derivative contracts, net of $1,229 tax expense																		2,660			2,660
Total comprehensive income																					583,760
Dividends to shareholders												(211,155	)								(211,155	)
Treasury share purchases		(1,435	)												(84,985	)					(84,985	)
Options exercised and stock awards granted		1,346								1,384					59,348						60,732
Tax benefit related to stock options exercised										8,038											8,038
Conversion from Class B Common to Common		6,966			464		(464	)													—
ESOP tax benefit												1,473									1,473
BALANCE DECEMBER 31, 2004		191,260		$	13,254		2,242			17,764		2,435,838			(346,087	)		55,673			2,178,684
Net earnings												517,252									517,252
Changes in other comprehensive income:
Foreign currency translation adjustments, net of $1,767 tax expense																		(72,569	)		(72,569	)
Unrealized holding loss on marketable equity securities, net of $565 tax benefit																		(1,051	)		(1,051	)
Realized gain on donation of marketable equity securities, net of $4,807 tax benefit																		(8,928	)		(8,928	)
Loss on derivative contracts, net of $528 tax benefit																		(1,143	)		(1,143	)
Total comprehensive income																					433,561
Dividends to shareholders												(251,405	)								(251,405	)
Treasury share purchases		(3,388	)												(231,998	)					(231,998	)
Options exercised and stock awards granted		1,427								10,611					64,322						74,933
Tax benefit related to stock options exercised										9,385											9,385
Conversion from Class B Common to Common		300			20		(20	)													—
ESOP tax benefit												1,262									1,262
BALANCE DECEMBER 31, 2005		189,599		$	13,274		2,222			37,760		2,702,947			(513,763	)		(28,018	)		2,214,422

See accompanying accounting policies and notes.

41

Accounting Policies and Notes to Consolidated Financial Statements

Dollar and share amounts in thousands except per share figures or where otherwise noted

description of business

The principal business of the Wm. Wrigley Jr. Company (the Company) is manufacturing and marketing gum and other confectionery products worldwide. All other businesses constitute less than 10% of combined revenues, operating income and identifiable assets.

basis of presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and any majority-owned investments. Intercompany balances and transactions have been eliminated. Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect assets, liabilities, revenues, expenses and certain financial statement disclosures. Actual results may vary from those estimates. Additionally, certain amounts reported in 2003 and 2004 have been reclassified to conform to the 2005 presentation.

summary of significant accounting policies

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.

Accounts Receivable

In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. The Company believes that it has limited concentration of credit risk due to the diversity of its customer base. Accounts receivable, as shown on the Consolidated Balance Sheet are net of allowances and anticipated discounts. An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the financial statements, assessments of collectibility based on historical trends and an evaluation of the impact of current and projected economic conditions. The Company monitors the collectibility of its accounts receivable on an ongoing basis by analyzing the aging of its accounts receivable, assessing the credit worthiness of its customers and evaluating the impact of reasonably likely changes in economic conditions that may impact credit risks.

Inventories

Inventories are valued at cost on a last-in, first-out (LIFO) basis for U.S. associated companies and at the lower of cost (principally first-in, first-out basis) or market for non-U.S. associated companies. Inventories consist of materials, labor and overhead associated with the production process. Inventories totaled $501,725 and $398,107 at December 31, 2005 and 2004, respectively, including $214,978 and $137,471 respectively, valued at cost on a LIFO basis. If current costs had been used, such inventories would have been $3,050 lower and $1,952 higher than reported at December 31, 2005 and 2004, respectively.

In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 151, “Inventory Costs.” SFAS No. 151 requires abnormal amounts of idle facility expense, freight, handling costs, and wasted material to be recognized as current-period charges. It also requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not believe the adoption of SFAS No. 151 will have a material impact on its results of operations.

Derivative Financial Instruments

The Company accounts for all derivatives in accordance with SFAS No. 133, “Accounting for Derivatives and Hedging Activities,” as amended. All derivatives are recognized on the Consolidated Balance Sheet at fair value. Changes in the fair value of derivatives are recorded in earnings or Other Comprehensive Income, based on whether the instrument is designated as part of a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in Other Comprehensive Income are reclassified to earnings in the period in which earnings are affected by the underlying hedged item. The ineffective portion of all hedges is recognized in earnings in the current period.

Property, Plant and Equipment

Land, building and equipment are recorded at cost. Depreciation is provided by the straight-line method over the estimated useful lives of the respective assets: buildings and building equipment — 12 to 50 years; machinery and equipment — 3 to 20 years. Expenditures for new

42

property, plant and equipment and improvements that substantially extend the capacity or useful life of an asset are capitalized. Ordinary repairs and maintenance are expensed as incurred. When property is retired or otherwise disposed, the cost and related depreciation are removed from the accounts and any related gains or losses are included in net earnings.

Impairment of Long-Lived Assets

The Company reviews long-lived assets on at least an annual basis to determine if there are indicators of impairment. When indicators of impairment are present, the Company evaluates the carrying value of the long-lived assets in relation to the operating performance and future undiscounted cash flows of the underlying assets. The Company adjusts the net book value of the underlying assets to fair value if the sum of the expected future cash flows is less than book value.

Pension and Other Post-Retirement Plan Benefits

Pension and other post-retirement plan benefits are expensed as applicable employees earn such benefits. The recognition of expense is significantly impacted by estimates made by management such as discount rates used to value certain liabilities, expected return on assets, and future health care costs. The Company uses third-party specialists to assist management in appropriately measuring the expense associated with pension and other post-retirement plan benefits.

Foreign Currency Translation

The Company has determined that the functional currency for each associated company, except for certain Eastern European entities, is its local currency. Some Eastern European entities use the U.S. dollar as their functional currency, as a significant portion of their businesses are indexed to the U.S. dollar. The Company translates the results of operations of its foreign associated companies at the average exchange rates during the respective periods. Foreign currency denominated assets and liabilities are translated into U.S. dollars at exchange rates in effect at the respective balance sheet dates, resulting in foreign currency translation adjustments. Foreign currency translation adjustments are recorded as a separate component of Accumulated Other Comprehensive Income within Stockholders’ Equity.

Revenue Recognition

Revenue from product sales is recognized when title passes to the customer. Revenue is recorded net of promotional and other allowances, payment discounts and sales returns, which are recognized as a reduction of revenue at the time of sale or based on the timing of specific promotions.

Distribution Costs

The Company classifies distribution costs, including shipping and handling costs, as Cost of Sales.

Advertising

The Company expenses all advertising costs in the year incurred. Advertising expense was $457,709 in 2005, $436,148 in 2004 and $371,274 in 2003.

Research and Development

All expenditures for research and development are charged against earnings in the year incurred. Research and development expense, recorded in selling, general and administrative expense, was $42,571 in 2005, $34,621 in 2004 and $28,268 in 2003.

Stock-Based Compensation

The Company applies Accounting Principles Board Opinion (APB) No. 25,”Accounting for Stock Issued to Employees” and related interpretations in accounting for stock-based compensation plans. APB No. 25 requires the use of the intrinsic value method, which measures compensation cost as the excess of the quoted market price of the stock at the date of grant over the amount an employee must pay to acquire the stock. Under current practice, the Company discloses the pro forma impact to net earnings for the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” Included in the pro forma table is the impact of stock options for certain non-retirement eligible employees, retirement eligible employees, and retired employees. The Company’s practice for retirement eligible employees is identical to non- retirement eligible employees. Upon the Company’s adoption of SFAS No. 123(R) “Share Based Payment” the practice for retirement eligible employees will change to reflect the vesting terms of stock options granted subsequent to January 1, 2006 taking into account retirement eligibility. For the current periods, such change in accounting for retirement eligible employees would have no material impact on pro forma results. The table on the following page illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based compensation plans.

43

	2005		2004		2003
Net Earnings as Reported	$	517,252		492,954		445,894
Add: Stock-based Compensation Expense Included in Earnings, Net of Tax		17,345		13,831		11,930
Deduct: Total Stock-based Compensation Expense Determined Under Fair Value Method for All Awards, Net of Tax		34,689		27,400		26,461
Pro Forma Net Earnings	$	499,908		479,385		431,363
Pro Forma Basic and Diluted Earnings Per Share
As Reported – Basic	$	2.30		2.19		1.98
As Reported – Diluted	$	2.29		2.19		1.98
Pro Forma – Basic	$	2.22		2.13		1.92
Pro Forma – Diluted	$	2.21		2.13		1.91

The Company’s stock-based compensation plans are discussed further on page 50.

Income Taxes

Deferred income taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse. U.S. federal income taxes are provided on the portion of the income of foreign associated companies that is expected to be remitted to the U.S. and be taxable, but not on the portion that is considered to be permanently invested in the foreign subsidiaries.

On October 22, 2004, the American Jobs Creation Act of 2004 (the Act) was signed into law, which provided for a special one-time tax deduction for certain foreign earnings repatriated in 2005. In 2005, pursuant to the Act, the Company repatriated $286,000.The incremental income tax expense due to this repatriation was $5,500 net of U.S. deferred taxes previously provided on these foreign earnings.

Earnings Per Share

Basic earnings per share are computed based on the weighted-average number of common shares outstanding, excluding any dilutive effects of stock options. Dilutive earnings per share are computed based on the weighted-average number of common shares outstanding plus the dilutive effect of stock options. The dilutive effect of stock options is calculated under the treasury stock method using the average market price for the period. Earnings per share are calculated as follows:

	2005		2004		2003
Net Earnings	$	517,252		492,954		445,894
Basic Shares Outstanding		224,771		224,637		224,963
Effect of Dilutive Securities – Stock Options		1,056		836		553
Dilutive Common Stock		225,827		225,473		225,516
Net Earnings Per Share
Basic	$	2.30		2.19		1.98
Diluted	$	2.29		2.19		1.98

recently issued accounting pronouncements

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004),”Share-Based Payment,” which is a revision of SFAS No. 123. SFAS No. 123(R) supersedes APB No. 25, and amends SFAS No.95, “Statement of Cash Flows.” Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

On April 14, 2005, the U.S. Securities and Exchange Commission announced a deferral of the effective date of SFAS No. 123(R) for calendar year companies until the first quarter of 2006.The Company will adopt SFAS No. 123(R) in the first quarter of 2006 under the modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date.

44

As permitted by SFAS No. 123, the Company currently accounts for share-based payments to employees using the APB No. 25 intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of SFAS No. 123(R) fair value method will have an impact on the Company’s results of operations, although it will have no impact on the Company’s overall financial position. Had the Company adopted SFAS No. 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS No. 123 as described in the disclosure of pro forma net income and earnings per share on page 43. SFAS No. 123(R) also requires the benefits of  tax deductions in excess of recognized compensation cost to be reported as a financing cash flow rather than as an operating cash flow. This  requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the Company cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amounts of operating cash flows recognized in prior periods for such excess tax deductions for stock option exercises were $9,385, $8,038, and $3,160 in 2005, 2004 and 2003, respectively.

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 are valued at amortized cost, which approximates fair value. The aggregate fair values at December 31, 2005 and December 31, 2004 were $1,100 and $1,217 for other debt securities, respectively and $21,547 for municipal securities at December 31, 2004.The average yield of municipal securities held at December 31, 2004 was 1.79%.

During 2005, the Company donated its marketable equity securities to the Wrigley Foundation and realized a gain of $13,735, which was recorded in Other Income. Prior to the donation, the Company’s investments in marketable equity securities were held for an indefinite period.  Application of SFAS No.115, “Accounting for Certain Investments in Debt and Equity Securities,” resulted in unrealized holding gains of $15,351 at December 31, 2004. Unrealized holding gains, net of the related tax effect, of $9,979 at December 31, 2004 are included as a component of Accumulated Other Comprehensive Income in Stockholders’ Equity.

deferred charges and other assets

Deferred charges and other assets included prepaid pension assets of $107,300 and $92,500 and deferred compensation assets of $79,800 and $76,600 at December 31, 2005 and 2004, respectively.

goodwill and other intangibles

The Company accounts for intangible assets in accordance with SFAS No.142, “Goodwill and Other Intangible Assets.” In accordance with the statement, goodwill and intangible assets with indefinite lives are not amortized, but rather are tested for impairment at least annually. Intangible assets with estimable lives are amortized on a straight-line basis over their estimated useful lives of five to seventeen years. Goodwill increased primarily due to the acquisition of certain confectionery assets from Kraft Foods Global Inc. Of the total 2005 goodwill, $844,189, $210,581, and $39,449 were included in the North America, EMEAI and Asia segments, respectively. Of the total 2004 goodwill, $108,835, $32,930 and $26,730 were included in the EMEAI, Asia and North America segments, respectively. There was no goodwill impairment recorded in 2005, 2004 and 2003.

The following table summarizes intangible assets subject to amortization, including the total gross carrying and accumulated amortization amounts.

	December 31, 2005					December 31, 2004
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Trademarks	$	16,048		(12,487	)		15,059		(11,113	)
Patents and Licenses		18,652		(9,488	)		16,759		(8,744	)
Customer Relationships		10,200		(300	)		—		—
Total	$	44,900		(22,275	)		31,818		(19,857	)

45

Total amortization expense was $2,418 in 2005, $1,898 in 2004 and $1,572 in 2003. The following table summarizes the estimated amortization expense for each of the five succeeding fiscal years for customer relationships, trademarks, patents and licenses held at December 31, 2005.

For The Years Ending
2006	$	3,104
2007		3,028
2008		2,694
2009		2,284
2010		1,904

At December 31, 2005, indefinite lived intangible assets totaled $388,480, which consisted of brand names purchased as part of the acquisitions of certain confectionery assets from Kraft Foods Global, Inc. and certain confectionery businesses of the Joyco Group. At of December 31, 2004, indefinite lived intangible assets totaled $30,350 which consisted of brand names purchased as part of the Joyco Group acquisition.

accrued expenses

Accrued expenses at December 31, 2005 and 2004 included $135,934 and $105,024 of payroll expenses, respectively.

long-term debt

On July 14, 2005, the Company issued $1,000,000 of senior unsecured notes. The senior note offering included $500,000 of five-year notes maturing on July 15, 2010, bearing a coupon interest rate of 4.30% and $500,000 of ten-year notes maturing on July 15, 2015, bearing a coupon interest rate of 4.65%. Interest is payable semi-annually on January 15th and July 15th. The net proceeds were used to repay $993,500 of the $1,350,000 of commercial paper issued on June 27, 2005 in connection with the Company’s acquisition of certain confectionery assets from Kraft Foods Global, Inc. At December 31, 2005, the fair value of the senior notes, based on market quotes, was $977,070.

Concurrent with the issuance of the senior notes, swap rate lock hedging agreements were settled for a loss of $11,400.This loss is being amortized over the lives of the senior notes.

Also on July 14, 2005, the Company entered into an agreement for a $600,000 five-year credit facility maturing in July 2010.The Company intends to use this credit facility primarily to support commercial paper. However, the Company may also draw on the facility for general corporate purposes. Under certain conditions, the Company may request an increase in aggregate commitment under this credit facility, not to exceed a total of $1,000,000.This credit facility requires maintenance of certain financial conditions, with which at December 31, 2005 the  Company was compliant. The Company had no borrowings outstanding under the credit facility at December 31, 2005. At December 31, 2005, $100,000 of commercial paper was outstanding bearing interest at 4.19%.

On July 14, 2005, the Company terminated its $300,000 unsecured line of credit, which was originally entered into to finance a portion of the acquisition of certain confectionery businesses of the Joyco Group.

other noncurrent liabilities

Other noncurrent liabilities included $112,100 and $107,700 of deferred compensation at December 31, 2005 and 2004, respectively. leases

leases

The Company leases certain facilities, equipment and vehicles under agreements that are classified as operating leases. These leases generally have terms of less than five years. Future minimum payments, by year and in the aggregate, under operating leases having an original term greater than one year at December 31, 2005 were as follows:

For The Years Ending
2006	$	23,396
2007		21,974
2008		18,394
2009		11,041
2010		10,180
Thereafter		28,048
Total Minimum Lease Payment	$	113,033

Rental expense pursuant to operating leases was $24,506 in 2005, $19,622 in 2004, and $14,633 in 2003.

46

financial instruments

Derivative Financial Instruments And Hedging Activities

The Company enters into forward exchange contracts and purchases currency options to hedge against foreign currency exposures of forecasted purchase and sales transactions between associated companies as well as purchases with outside vendors. In addition, the Company enters into forward exchange contracts and purchases currency options to hedge the foreign currency exposures of forecasted future royalty payments from, and net investments in, associated companies. The Company generally hedges forecasted transactions over a period of twelve months or less.

On the date a derivative contract is entered into, the Company designates the derivative as either: (1) a hedge of a recognized asset or liability (a fair value hedge), (2) a hedge of a forecasted transaction (a cash flow hedge), or (3) a hedge of a net investment in a foreign operation (a net investment hedge). The Company formally documents its hedge relationships, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking derivatives that are designated as hedges to specific assets, liabilities or forecasted transactions. The Company also formally assesses, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of the hedged item. If it is determined that a derivative ceases to be a highly effective hedge, the Company discontinues hedge accounting.

For fair value hedges, the effective portion of the changes in the fair value of the derivative, along with the gain or loss on the hedged item that is attributable to the hedged risk, is recorded in earnings. For cash flow hedges, the effective portion of the changes in the fair value of the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into earnings in the same period or periods during which the hedged transaction affects earnings, generally within the next twelve months. For net investment hedges, the effective portion of the change in the fair value of derivatives used as a net investment hedge of a foreign operation is recorded in Foreign Currency Translation Adjustment.

The ineffective portion of the change in fair value of any derivative designated as a hedge is immediately recognized in Other Income. Ineffectiveness recognized during 2005, 2004 and 2003 was immaterial.

At December 31, 2005, open foreign exchange contracts for a number of currencies, primarily the Euro, British pound, Polish zloty, Canadian and U.S. dollars, maturing at various dates through December 2006, had an aggregate notional amount of $588,104.The aggregate notional amount of open foreign exchange contracts at December 31, 2004 was $541,990.The fair value of open foreign exchange contracts and currency options, as determined by bank quotes, was a $115 and $2,652 loss recorded in current liabilities at December 31, 2005 and 2004, respectively.

Fair Value of Other Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value. Marketable equity securities are carried at fair value. common stock

common stock

In addition to its Common Stock, the Company has Class B Common Stock outstanding. Each share of Class B Common Stock has ten votes, is restricted as to transfer or other disposition, is entitled to the same dividends as Common Stock, and is convertible at any time into one share of Common Stock.

Additional Paid-in Capital primarily represents the difference between the grant price of exercised stock options, awarded pursuant to the Company’s Management Incentive Plan (MIP), the average acquisition cost of Treasury Stock used to fund the plan, and the income tax benefit received for stock options exercised.

Treasury Stock may be acquired for the Company’s MIP or under the Share Repurchase Program resolutions adopted by the Board of Directors. During 2005, 2004 and 2003, the Company purchased 3,382 shares, 1,433 shares and 809 shares at an aggregate cost of $231,610, $84,895, and $44,021, respectively, under the Board of Director authorizations. At December 31, 2005, $128,733 remains available for repurchase under Share Repurchase program resolutions.

In May 2001, the Company’s Board of Directors approved a Stockholder Rights Plan. Under the plan, each holder of Common Stock and Class B Common Stock at the close of business on June 6, 2001, automatically received a distribution of one right for each share of Common Stock or Class B Common Stock held. Each right entitles the holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock for $250.The rights will trade along with, and not separately from, the shares of Common Stock and Class B Common Stock unless they

47

become exercisable. The rights become exercisable, and they will separate, become tradable, and entitle stockholders to buy common stock if any person or group (Acquiring Person) becomes the beneficial owner of, or announces a tender or exchange offer for 15% or more of the Company’s Common Stock. In such event, all rights, except for those held by the Acquiring Person, become rights to purchase $500 worth of Common Stock for $250, unless redeemed by the Board of Directors. In case of a subsequent merger or other acquisition of the Company after the rights become exercisable, holders of rights other than the Acquiring Person may purchase shares of the acquiring entity at a 50% discount. The rights will expire on June 6, 2011, unless redeemed earlier, or renewed by the Company’s Board of Directors.

At December 31, 2005 and 2004, there were 20,000 shares of preferred stock authorized with no par value, of which 1,000 Series A Junior Participating Preferred shares were reserved for issuance upon exercise of the rights.

acquisitions

As of June 26, 2005, the Company completed a transaction with Kraft Foods Global Inc. to acquire certain confectionery assets. The transaction included the purchase of the Life Savers, Altoids, Creme Savers and Sugus brands. In addition, the transaction included the purchase of certain production facilities in the United States and Europe. The purchase provides additional diversification in key categories of mints and hard and chewy candy, expands the product offering to customers worldwide, adds scale and brand depth to the innovation pipeline, and increases efficiency across the Company’s supply chain. The results of operations for the businesses acquired have been included in the consolidated financial results of the Company since June 26, 2005.

Cash consideration, including direct acquisition costs, totaled $1,436,000, net of proceeds received from the sale of the Trolli brand and related assets. The acquisition was initially funded with $1,350,000 of commercial paper, negotiated in part for purposes of this transaction, with the remaining amount funded from the Company’s available cash.

The acquisition has been accounted for under SFAS No.141, “Business Combinations,” and accordingly, the purchase method has been used. The Company has recorded a preliminary allocation of the purchase price as of the acquisition date, as the process of obtaining an independent valuation of assets acquired, primarily the fair value of the intangible assets, property, plant and equipment, and the remaining useful lives of these assets is not complete. The Company is also completing its analysis of integration plans that may result in additional purchase price allocation adjustments. The outcomes of these valuations and analysis may result in potential adjustments to the carrying values of assets acquired and liabilities to be incurred, establishment of certain intangible assets, some of which may have indefinite lives not subject to amortization, and the determination of the amount of any residual value that will be allocated to goodwill. The preliminary allocation of the purchase price included in the December 31, 2005 Consolidated Balance Sheet is based on the estimates of management, and is subject to revision based on final determination of fair values.

The following table contains the preliminary purchase price allocation, which summarizes the current estimates of the fair value of the assets acquired and liabilities expected as a result of integration plans, as of the date of acquisition.

Inventory	$	49,000
Net Property, Plant and Equipment		107,000
Other Noncurrent Assets		42,000
Intangibles		368,000
Total Assets Acquired		566,000
Accrued Liabilities		16,000
Net Assets Acquired	$	550,000

The estimated fair value of the intangible assets as of the acquisition date is primarily associated with brand names which are not subject to amortization.

Goodwill of approximately $886,000 was recognized in connection with the acquisition, with $817,000 and $69,000 included in the North America and EMEAI segments, respectively. All goodwill recognized for income tax purposes is expected to be deductible.

The Company is in the process of closing the acquired facility in Bridgend, Wales. Other co-manufacturing operations will also be consolidated over the next three to four years. The Company expects to incur severance and other cash closing costs of approximately $16,000 as a result of the Bridgend closure and other asset transfers. These costs, of which $3,000 were paid in 2005, were accounted for as part of the preliminary purchase price allocation. The majority of the activities should be significantly completed by the third quarter of 2006.

48

On April 1, 2004, the Company completed its transaction with Agrolimen, a privately-held Spanish conglomerate, to acquire certain confectionery usinesses of the Joyco Group. Cash consideration, including direct acquisition costs, totaled $265,000, net of cash acquired. This transaction strengthened the Company’s operations in key geographies such as Spain, India and China through a broader confectionery brand portfolio, access to additional distribution channels and enhanced manufacturing capabilities. These opportunities, along with the synergies from combining the operations of the Company with those of the Joyco Group, were key factors associated with the determination of the purchase  price and related goodwill. The results of operations for the businesses acquired have been included in the consolidated financial results of the Company since April 1, 2004.

The acquisition has been accounted for under SFAS No.141 and, accordingly, the purchase method of accounting has been used. The following table contains the final purchase price allocation, including the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.

Cash	$	13,131
Other Current Assets		70,830
Net Property Plant, and Equipment		52,803
Other Noncurrent Assets		47,839
Total Assets Acquired		184,603
Accounts Payable and Accrued Liabilities		72,368
Other Current Liabilities		11,305
Noncurrent Liabilities		3,466
Total Liabilities Assumed		87,139
Net Assets Acquired	$	97,464

The Company engaged an independent appraiser to determine the current replacement cost of property, plant and equipment, the fair value of the intangible assets and the remaining useful lives of these assets. The fair value of the intangible assets on the acquisition date was determined to be $30,350 of which none is subject to amortization. The entire amount of intangible assets consists of brand names. Goodwill of approximately $181,000 was recognized in connection with the acquisition, with $142,000 and $39,000 included in the EMEAI and Asia  segments, respectively. Of that total amount, $135,000 is expected to be deductible for tax purposes.

The Company is consolidating certain manufacturing facilities acquired as part of this acquisition. The Company accrued $33,416 of severance and other closure related costs as part of the purchase price allocation. At December 31, 2005, $26,646 of these costs have been paid. The remaining closure related activities are expected to be complete by the end of 2006.

acquisitions – pro forma financial statements

Results of operations of the acquired Kraft Foods Global, Inc. and Joyco Group confectionery assets are included in the Company’s consolidated financial statements from their respective dates of acquisition. The following table includes the unaudited pro forma combined net sales, earnings, and earnings per share for 2005 and 2004, as if the Company had completed the acquisitions of the Kraft Goods Global, Inc. confectionery assets and the Joyco Group confectionery businesses as of January 1, 2004.

In determining the unaudited pro forma amounts, income taxes, interest expense, and depreciation and amortization of assets have been adjusted to the accounting base recognized for each in recording the combinations.

	2005		2004
Net Sales	$	4,370,092		4,146,791
Net Earnings	$	517,168		492,221
Net Earnings Per Share
Basic	$	2.30		2.19
Diluted	$	2.29		2.18

The pro forma results are not necessarily indicative of what actually would have occurred if the acquisitions had been completed as of the beginning of 2004, nor are they necessarily indicative of future consolidated results.

49

restructuring

During the second quarter of 2005, the Company announced plans to restructure its North America production network in order to maximize supply chain efficiencies. As a result, the Company plans to close its chewing gum plant in Chicago, Illinois and its L.A. Dreyfus gum base subsidiary in Edison, New Jersey, transferring production to remaining facilities.

The Company accounts for its restructuring plans under the provisions of SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” The Company evaluates accelerated depreciation under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

The aggregate charges to the Company’s net earnings to close and reconfigure its facilities are expected to be approximately $95,900 on a pre-tax basis. The restructuring costs relate primarily to enhanced early retirement programs, severance, facility closure and accelerated depreciation resulting from the decreased useful lives of certain assets, as well as start-up costs related to the transfer of production. Of the total restructuring costs, the Company expects approximately $81,000 to be reported in the North America segment, with the remaining amount reported in the All Other Segment. The restructuring activities should be substantially completed by the end of 2006. The following table summarizes the activity with respect to the restructuring:

	Employee Separation			Accelerated Depreciation			Closure Costs			Other Costs		Total
Total Expected Restructuring Charge	$	39,500			26,800			22,000			7,600		95,900
Accrued Balance at December 31, 2004		—			—			—			—		—
Charge to Expense		29,664			9,954			6			599		40,223
Cash Payments		(1,064	)		—			(6	)		—		(1,070	)
Noncash Utilization (1)		(22,051	)		(9,954	)		—			—		(32,005	)
Accrued Balance at December 31, 2005	$	6,549			—			—			599		7,148
Remaining Expected Restructuring Charge	$	9,836			16,846			21,994			7,001		55,677

(1) Noncash employee separation relates to pension and post-retirement benefits.

All charges to expense are included in the Restructuring Charges line in the Consolidated Statement of Earnings. Of the total $40,223 charge to expense, $31,969 was reported in the North America segment, with the remaining $8,254 reported in the All Other Segment.

stock – based compensation plans

The MIP, as amended, is designed to provide key employees the opportunity to participate in the long-term growth and profitability of the Company through cash and equity-based incentives. The MIP authorizes the granting of up to 20,000 shares of the Company’s new or reissued Common Stock. In accordance with the MIP, shares of Company stock or deferral share units may be granted under the Wrigley Stock Option program or awarded under the Long-Term Stock Grant, Restricted Stock and Stock Award programs. Deferral share units are also awarded to non-employee directors. Long-term stock grants, restricted stock and stock awards are expensed ratably over the lives of the awards. Options outstanding have been granted at prices which are equal to the fair market value of the stock on the date of grant. In general, options vest over a four-year period and expire ten years from the date of grant.

50

The status of the Company’s Stock Option program is summarized as follows (all share amounts reflect actual shares):

	Number of Shares			Weighted Average Exercise Price
Outstanding at December 31, 2002		6,276,325		$	47.85
Granted in 2003		2,281,590			54.70
Exercised in 2003		(548,275	)		42.28
Cancelled in 2003		(100,275	)		53.75
Outstanding at December 31, 2003		7,909,365		$	50.15
Granted in 2004		2,515,150			62.26
Exercised in 2004		(1,278,665	)		44.68
Cancelled in 2004		(332,550	)		54.25
Outstanding at December 31, 2004		8,813,300		$	54.24
Granted in 2005		2,532,500			69.28
Exercised in 2005		(1,329,800	)		49.58
Cancelled in 2005		(243,475	)		54.72
Outstanding at December 31, 2005		9,772,525		$	58.76

The following table summarizes key information about stock options at December 31, 2005 (all share amounts reflect actual shares):

	OUTSTANDING STOCK OPTIONS						EXERCISABLE STOCK OPTIONS
Range of Exercise Prices	Shares		Weighted-Average Remaining Contractual Life		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
$36.81–45.28		761,325		4.09	$	39.68		761,325	$	39.68
$47.80–53.86		1,082,825		5.53		48.46		1,058,263		48.36
$54.04–58.14		3,105,100		6.99		55.85		1,889,744		56.11
$61.12–65.47		2,322,475		8.43		62.28		580,619		62.28
$67.93–72.20		2,500,800		9.43		69.39		2,500		69.30

As the exercise price equaled the fair market value on the date of grant, no compensation expense has been recognized for the Wrigley Stock Option program. The impact to net earnings and earnings per share had compensation expense for the Company’s stock-based compensation plans been determined based on fair value, consistent with SFAS No. 123, is reflected in the Summary of Significant Accounting Policies note on page 43.

In determining compensation expense under SFAS No. 123, the fair value of each option on the date of grant is estimated using the Black-Scholes option-pricing model. The weighted average fair value of each option granted, using the model, was $15.00, $14.88, and $12.54 in 2005, 2004 and 2003, respectively.

The table below summarizes the key assumptions used to calculate the fair value:

	Interest Rate			Dividend Yield			Expected Volatility			Expected Life
2005		3.88	%		1.62	%		18.5	%		6 years
2004		4.33	%		1.34	%		20.0	%		6 years
2003		2.91	%		1.57	%		22.3	%		6 years

51

income taxes

Income taxes are based on pre-tax earnings, which were distributed geographically as follows:

	2005		2004		2003
Domestic	$	140,762		193,017		178,054
Foreign		613,898		527,479		473,487
	$	754,660		720,496		651,541

Reconciliation of the provision for income taxes computed at the U.S. federal statutory rate of 35% for 2005, 2004, and 2003 to the reported provision for income taxes is as follows:

	2005			2004			2003
Provision at U.S. Federal Statutory Rate	$	264,131			252,173			228,039
State Taxes — Net		4,134			3,844			4,390
Foreign Tax Rates		(35,767	)		(25,149	)		(26,351	)
Tax Credits		(4,646	)		(2,851	)		(1,592	)
Other — Net		9,556			(475	)		1,161
	$	237,408			227,542			205,647

The Other-Net in 2005 includes the incremental income tax expense of $5,500 due to the of repatriation of foreign earnings.

The components of the provisions for income taxes for 2005, 2004, and 2003 are:

	Current		Deferred			Total
2005
Federal	$	16,469		7,570			24,039
Foreign		207,451		(1,275	)		206,176
State		7,392		(199	)		7,193
	$	231,312		6,096			237,408
2004
Federal	$	45,476		(3,228	)		42,248
Foreign		182,157		(3,277	)		178,880
State		6,213		201			6,414
	$	233,846		(6,304	)		227,542
2003
Federal	$	38,145		10,760			48,905
Foreign		151,650		(1,662	)		149,988
State		6,511		243			6,754
	$	196,306		9,341			205,647

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.

52

Components of net deferred tax balances are as follows:

	December 31, 2005			December 31, 2004
Accrued Compensation, Pension and Post-retirement Benefits	$	32,338			23,108
Depreciation		(29,659	)		(44,516	)
Goodwill and Intangibles		(19,091	)		—
Unrealized Holding Gains		—			(5,372	)
Accrued Liabilities and Other Items — Net		15,307			3,073
Net Deferred Tax Liability	$	(1,105	)		(23,707	)

Balance sheet classifications of deferred taxes are as follows:

	December 31, 2005			December 31, 2004
Deferred Tax Asset
Current	$	38,731			34,761
Noncurrent		80,979			40,239
Deferred Tax Liability
Current		(10,128	)		(10,595	)
Noncurrent		(110,687	)		(88,112	)
Net Deferred Tax Liability	$	(1,105	)		(23,707	)

Applicable U.S. income and foreign withholding taxes have not been provided on approximately $807,000 of undistributed earnings of international associated companies at December 31, 2005. These earnings are considered to be permanently invested and, under certain tax laws, are not subject to taxes until distributed as dividends. Tax on such potential distributions would be substantially offset by foreign tax credits. If the earnings were not considered permanently invested, approximately $175,000 of deferred income taxes would need to be provided.

pension and other post-retirement plans

The Company maintains noncontributory defined benefit plans covering substantially all of its employees in the U.S. and at certain international associated companies. Retirement benefits are a function of 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 statutory limits to provide benefits earned to date and expected to be earned in the future. To the extent that an individual’s annual retirement benefit under the plan exceeds the limitations imposed by the Internal Revenue Code, as amended, and the regulations thereunder, such excess benefits may be paid from the Company’s non-qualified, unfunded, noncontributory supplemental retirement plan.

In addition, the Company maintains certain post-retirement plans, primarily in the U.S. and at certain international associated companies, which provide limited health care benefits on a contributory basis and life insurance benefits. The cost of these post-retirement benefits is provided for during the employee’s active working career.

The measurement date used for plans that make up the majority of the plan assets and benefit obligations for both pension and post-retirement is December 31.

53

Pension Plans

The funded status of the defined benefit plans was as follows:

	U.S. PLANS						NON-U.S. PLANS
	2005			2004			2005			2004
Change in Benefit Obligation
Benefit Obligation at Beginning of Year	$	419,500			351,300		$	223,100			178,900
Service Cost		13,900			12,000			10,800			8,700
Interest Cost		24,400			23,100			12,000			10,200
Plan Participants’ Contributions		—			—			500			500
Actuarial Loss		32,400			35,800			20,800			18,500
Foreign Currency Exchange		—			—			(21,100	)		14,700
Plan Amendments		—			8,600			—			—
Curtailment		(15,800	)		—			—			—
Early Retirement Programs		10,100			6,800			—			—
Other		—			—			(200	)		(300	)
Benefits Paid		(17,800	)		(18,100	)		(7,600	)		(8,100	)
Benefit Obligation at End of Year	$	466,700			419,500		$	238,300			223,100
Change in Plan Assets
Fair Value at Beginning of Year		359,500			318,100			174,200			141,800
Actual Return on Plan Assets		24,900			29,100			27,100			17,200
Plan Participants’ Contributions		—			—			500			500
Foreign Currency Exchange		—			—			(17,400	)		11,200
Employer Contribution		35,400			30,400			49,700			11,500
Other		—			—			(400	)		(400	)
Benefits Paid		(17,800	)		(18,100	)		(6,900	)		(7,600	)
Fair Value at End of Year	$	402,000			359,500		$	226,800			174,200
Underfunded Status of the Plan		(64,700	)		(60,000	)		(11,500	)		(48,900	)
Unrecognized Net Actuarial Loss		111,900			94,600			57,300			59,100
Unrecognized Prior Service Costs		6,500			9,000			1,800			2,300
Unrecognized Transition Asset		—			—			(2,100	)		(2,400	)
Prepaid Benefit Cost	$	53,700			43,600		$	45,500			10,100

The following table provides amounts recognized in the balance sheet as of December 31:

	U.S. PLANS						NON-U.S. PLANS
	2005			2004			2005		2004
Prepaid Benefit Cost	$	61,800			50,900		$	45,500		41,600
Accrued Benefit Liability		(8,100	)		(7,300	)		—		(31,500	)
Net Amount Recognized	$	53,700			43,600		$	45,500		10,100

The total accumulated benefit obligation for the U.S. defined benefit pension plan was $400,273 and $349,900 at December 31, 2005 and 2004, respectively. The Company’s non-qualified, unfunded, noncontributory supplemental retirement plan had a projected benefit obligation of $12,328 and $9,409 and an accumulated benefit obligation of $8,766 and $6,848 at December 31, 2005 and 2004, respectively. The total accumulated benefit obligation for the non-U.S. defined benefit pension plans was $215,800 and $198,200 at December 31, 2005 and 2004, respectively. Additionally, in 2004 a certain non-U.S. plan was funded through insurance contracts. The value of these insurance contracts totaled $25,802 at December 31, 2004, and is not reflected in the funded status of the non-U.S. plans for 2004. During 2005, these insurance contracts totaling approximately $24,000 were contributed to the non-U.S plan and are reflected in the funded status of the non-U.S. plans for 2005.

54

The U.S. plans’ expected long-term rate of return on plan assets of 8.50% was based on the aggregate historical returns of the investments that comprise the U.S. defined benefit plan portfolio. The investment strategy of the U.S. plans in 2005 was to achieve an asset allocation balance within planned targets to obtain an average 8.50% annual return for the long-term.

The non-U.S. plans’ expected long-term rates of return on plan assets ranges from 5.25% to 7.50%, depending on the plan, and are based on the aggregate historical returns of the investments that comprise the particular non-U.S. defined benefit plan portfolios. The investment strategy of the non-U.S. plans in 2005 was to achieve asset allocation balances within planned targets to obtain average annual returns between 5.25% and 7.50% for the long-term.

The Company’s strategy is to fund its defined benefit plan obligations. The need for further contributions will be based on changes in the value of plan assets and the movements of interest rates during the year. The Company does not expect a need to fund the U.S. pension plans in 2006. The Company expects to contribute approximately $9,000 to the non-U.S. plans during 2006.

The Company’s U.S. pension plan asset allocations by category at December 31, 2005 and 2004, and target allocations for 2006 are as follows:

	Percentage of Plan Assets				Target Allocation
Asset Category	2005		2004			2006
Equity Securities	60	%	61	%		55-65	%
Fixed Income Securities	36	%	35	%		35-45	%
Real Estate Securities	4	%	4	%		0-10	%
Total	100	%	100	%		100	%

The Company’s non-U.S. pension plan asset allocations by category at December 31, 2005 and 2004, and target allocations for 2006 are as follows:

	Percentage of Plan Assets						Target Allocation
Asset Category	2005			2004			2006
Equity Securities		48	%		61	%		50-65	%
Fixed Income Securities		34	%		24	%		20-30	%
Real Estate Securities		3	%		3	%		5-10	%
Other		15	%		12	%		10-20	%
Total		100	%		100	%		100	%

The components of net pension costs are as follows:

	U.S. PLANS									NON-U.S. PLANS
	2005			2004			2003			2005			2004			2003
Service Cost	$	13,900			12,000			10,000		$	10,800			8,700			7,800
Interest Cost		24,400			23,100			21,600			12,000			10,200			8,700
Expected Return on Plan Assets		(29,800	)		(27,000	)		(23,500	)		(11,900	)		(10,400	)		(6,500	)
Amortization of Unrecognized Transition Assets		—			—			100			(300	)		(300	)		(500	)
Prior Service Costs Recognized		2,100			2,100			400			200			200			200
Recognized Net Actuarial Loss		4,200			2,600			4,200			2,400			1,700			1,700
Early Retirement Program		10,100			6,800			1,000			—			—			—
Curtailment Charge		400			—			—			—			—			—
Other Pension Plans		—			—			—			1,900			2,000			1,200
Net Periodic Benefit Cost	$	25,300			19,600			13,800		$	15,100			12,100			12,600

Early retirement programs were offered to certain employees at U.S. production facilities in 2005, 2004 and 2003. For 2005, these costs were related to the restructuring of the North American production network.

55

Assumptions used to determine benefit obligations at the end of the year for the U.S. and non-U.S. defined benefit plans are as follows:

	U.S. PLANS						NON-U.S. PLANS
	2005			2004			2005		2004
Discount Rates		5.50	%		5.75	%		4.25-5.25%		5.00-6.25	%
Rates of Increase in Compensation Levels		4.25	%		4.25	%		3.00-4.25%		3.00-4.50	%

Assumptions used to determine net costs for the U.S. and non-U.S. defined benefit plans are as follows:

	U.S. PLANS									NON-U.S. PLANS
	2005			2004			2003			2005			2004			2003
Discount Rates		5.75	%		6.25	%		6.75	%		4.25-6.25	%		5.00-6.50	%		5.50-6.75	%
Long-term Rates of Return on Plan Assets		8.50	%		8.75	%		8.75	%		5.25-7.50	%		5.50-7.50	%		6.50-7.50	%
Rates of Increase in Compensation Levels		4.25	%		4.25	%		4.25	%		3.00-4.25	%		3.00-4.50	%		3.00-5.50	%

Estimated future benefit payments for the Company’s pension plans, which reflect expected future service, as appropriate, are as follows:

For The Years Ending	U.S. PLANS		NON-U.S. PLANS
2006	$	21,100	$	9,700
2007		22,200		6,600
2008		22,500		7,100
2009		22,800		6,800
2010		23,300		7,500
2011-2015		131,100		43,300

Other Post-Retirement Benefit Plans

The funded status of the Company’s other post-retirement benefit plans were as follows:

	2005			2004
Change in Benefit Obligation
Benefit Obligation at Beginning of Year	$	54,000			49,000
Service Cost		2,000			1,900
Interest Cost		3,100			2,800
Actuarial Loss		3,300			5,500
Benefits Paid		(2,800	)		(2,700	)
Plan Amendments		—			(2,700	)
Curtailment		11,400			—
Special Termination Benefits		500			200
Benefit Obligation at End of Year	$	71,500			54,000
Change in Plan Assets
Fair Value at Beginning of Year	$	27,800			22,800
Actual Return on Plan Assets		700			2,500
Employer Contribution		9,800			5,200
Benefits Paid		(2,800	)		(2,700	)
Fair Value at End of Year	$	35,500			27,800
Underfunded Status of the Plan		(36,000	)		(26,200	)
Unrecognized Net Actuarial Loss		27,300			23,600
Unrecognized Prior Service Cost		(1,800	)		(2,600	)
Accrued Benefit Cost	$	(10,500	)		(5,200	)

The discount rate assumption used to determine benefit obligations for the Company’s post-retirement benefit plans was 5.50% and 5.75% for 2005 and 2004, respectively.

56

The following table provides amounts recognized in the balance sheet as of December 31:

	2005			2004
Prepaid Benefit Cost		—			—
Accrued Benefit Liability	$	(10,500	)		(5,200	)
Net Amount Recognized	$	(10,500	)		(5,200	)

The U.S. post-retirement plan asset allocations by category at December 31, 2005 and 2004, and target allocation for 2006 are as follows:

Asset Category	Percentage of Plan Assets						Target Allocation
	2005			2004			2006
Equity Securities		91	%		89	%		85-95	%
Fixed Income Securities		9	%		11	%		5-15	%
Total		100	%		100	%		100	%

The components of net periodic post-retirement benefit costs are as follows:

	2005			2004			2003
Service Cost	$	2,000			1,900			1,800
Interest Cost		3,100			2,800			2,800
Expected Return on Plan Assets		(2,300	)		(1,900	)		(1,500	)
Recognized Net Actuarial Loss		1,100			800			800
Special Termination		500			200			—
Curtailment Charge		11,000			—			—
Prior Service Cost		(300	)		(100	)		—
Net Periodic Benefit Cost	$	15,100			3,700			3,900

The curtailment charge is related to the restructuring of the North American production network.

Assumptions used to determine net costs for the Company’s post-retirement benefit plans are as follows:

	2005			2004			2003
Discount Rate		5.75	%		6.25	%		6.75	%
Long-term Rates of Return on Plan Assets		8.50	%		8.75	%		8.75	%

The post-retirement benefit plans’ expected long-term rate of return on plan assets of 8.50% is based on the aggregate historical returns of the investments that comprise the plan portfolio. The investment strategy of the plans in 2005 was to select an asset allocation balance to obtain an average 8.50% annual return for the long-term.

The Company expects to contribute $4,200 to the plans during 2006 to cover expected retiree benefit claims.

A 9% annual rate of increase in the per capita cost of covered post-retirement benefits was assumed for 2006.The rate was assumed to decrease gradually to 5% by 2010 and remain at that level thereafter.

Increasing or decreasing the health care trend rates by one percentage point in each year would have the following effect:

	1% Increase		1% Decrease
Effect on Post-retirement Benefit Obligation	$	6,100	$	(5,300	)
Effect on Total of Service and Interest Cost Components	$	600	$	(500	)

57

Estimated future benefit payments for the Company’s post-retirement pension plans, which reflect expected future service, as appropriate, are as follows:

For The Years Ending
2006	$	4,200
2007		5,400
2008		5,400
2009		5,600
2010		5,700
2011-2015		29,100

Defined Contribution Plans

In addition to the defined benefit plans described above, the Company also sponsors defined contribution plans within the U.S. and at certain international associated companies. The plans cover full-time and part-time employees and provide for contributions up to 4.8% of salary, based on employee contribution. The Company’s expense for the defined contribution plans totaled $13,770, $9,716 and $8,211 in 2005, 2004 and 2003, respectively.

Additionally, on January 1, 2002, the Company formed an Employee Stock Ownership Plan (ESOP) within the defined contribution plan for U.S. based employees. The primary purpose of the ESOP is to acquire and hold Company shares credited to Wrigley Savings Plan participants’ accounts as a result of employee contributions and Company matching program contributions. Company matching program contributions may be in the form of cash, treasury shares or authorized, unissued shares. The ESOP is a non-leveraged plan and all shares held are allocated to plan participants. Dividends on Company shares held by the ESOP are charged to retained earnings. The number of shares held by the ESOP at December 31, 2005 and 2004, was 4,238 and 4,583, respectively.

segment information

Management organizes the Company’s chewing gum and other confectionery business based principally on geographic regions. Descriptions of the Company’s reportable segments are as follows:

• North America – These operations manufacture and market gum and other confectionery products in the U.S. and Canada.

• EMEAI –These operations manufacture and market gum and other confectionery products principally in Europe as well as in the Middle East, Africa and India.

• Asia – These operations manufacture and market gum and other confectionery products in a number of Asian geographies, including China, Taiwan and the Philippines.

• Other Geographic Regions – These operations manufacture and market gum and other confectionery products in the Pacific and Latin American regions.

Information by segment is as follows. The 2004 and 2003 amounts have been reclassified to compare to 2005 presentation:

Net Sales	2005		2004		2003
North America	$	1,535,020		1,279,667		1,173,734
EMEAI		1,894,364		1,761,866		1,431,245
Asia		506,171		401,649		322,426
Other Geographic Regions		163,556		155,430		125,257
All Other		60,195		49,980		16,426
Total Net Sales	$	4,159,306		3,648,592		3,069,088

All Other net sales consist primarily of sales of gum base and, in 2003, sales for Wrigley Healthcare.

Earnings Before Income Taxes	2005			2004			2003
North America	$	377,842			342,097			310,129
EMEAI		488,740			440,447			388,083
Asia		129,111			98,666			90,174
Other Geographic Regions		19,025			29,610			34,965
All Other		(238,382	)		(190,601	)		(173,989	)
Operating Income		776,336			720,219			649,362
Interest Expense		(31,648	)		(3,879	)		(1,724	)
Other Income		9,972			4,156			3,903
Total Earnings Before Income Taxes	$	754,660			720,496			651,541

58

All Other includes corporate expenses such as costs related to research and development, information systems, certain administrative functions, operating results from the manufacture and sale of gum base and in 2003, the results of Wrigley Healthcare. Also included are restructuring charges at L.A. Dreyfus in 2005 and certain integration costs related to acquisitions in 2005 and 2004.

Assets	2005		2004		2003
North America	$	2,519,273		1,129,278		1,032,442
EMEAI		1,233,154		1,353,418		981,507
Asia		280,688		258,999		189,182
Other Geographic Regions		126,396		96,664		70,703
All Other		118,401		136,007		100,066
Assets Used in Operating Activities		4,277,912		2,974,366		2,373,900
Corporate		182,289		192,337		153,471
Total Assets	$	4,460,201		3,166,703		2,527,371

Assets are categorized based upon the geographic segment where they reside. Assets in Corporate consist principally of short-term investments and marketable equity securities, which are held by the corporate office, as well as certain property and equipment.

Depreciation and Amortization Expense	2005		2004		2003
North America	$	54,458		36,128		32,868
EMEAI		67,646		61,620		47,876
Asia		15,818		12,748		9,985
Other Geographic Regions		6,458		3,844		2,268
All Other		6,990		5,894		4,139
Depreciation and Amortization Expense Related to Operating Activities		151,370		120,234		97,136
Corporate		23,915		21,617		22,904
Total Depreciation and Amortization Expense	$	175,285		141,851		120,040

Depreciation and amortization expense is categorized consistently with the geographic region where the asset resides.

Capital Expenditures	2005			2004			2003
North America	$	93,527			73,451			80,267
EMEAI		70,033			59,827			86,691
Asia		21,982			8,047			9,787
Other Geographic Regions		29,672			15,586			6,741
All Other		13,194			5,020			17,152
Capital Expenditures for Operating Activities		228,408			161,931			200,638
Corporate		55,304			61,757			30,786
Gross Capital Expenditures		283,712			223,688			231,424
Intersegment Asset Transfers		(1,943	)		(3,366	)		(11,165	)
Net Capital Expenditures	$	281,769			220,322			220,259

Capital expenditures are categorized based upon the geographic segment where the expenditure occurred. Intersegment asset transfers are primarily due to sales between production facilities worldwide. Asset sales are transferred at net book value.

59

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, IL 60611
          1-800-874-0474

You can access your Wrigley stock account information via the Internet at the following address — gateway.equiserve.com.

Additional information about the Wrigley Company can be found on the Internet at www.wrigley.com.

capital stock

Common Stock of the Wm. Wrigley Jr. Company (WWY) is traded on the New York and Chicago Stock Exchanges.

Class B Common Stock, issued to stockholders of record on April 4, 1986, has restricted transferability, is not listed on any stock exchange and is not freely traded. 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.

direct stock purchase and dividend reinvestment plan

Computershare Trust Company, N.A. sponsors and administers a direct stock purchase and dividend reinvestment plan, the Computershare Investment Plan for Wm. Wrigley Jr. Company. The Plan provides a simple, convenient and affordable way to invest funds and reinvest dividends in shares of Wrigley Common Stock. Both registered holders and new investors may purchase Company stock through the Plan.

Approximately 76% of the Company’s stockholders of record participate in the Plan.

If your shares are held in street name by your broker and you are interested in participating in the Computershare Investment Plan, you may have your broker transfer the shares electronically to Computershare Trust Company, N.A., through the Direct Registration System.

For more details on the Direct Stock Purchase and Dividend Reinvestment Plan, please contact the Plan Administrator, Computershare Trust Company N.A., or visit the Investor Relations Section of our Company’s website at www.wrigley.com to download the plan brochure.

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.

electronic receipt of proxy materials and proxy

If you are a stockholder who would like to receive your copies of the annual report and proxy statement via the Internet in the future, you need to complete an online consent form.

Stockholders of record can go directly to the Computershare form at — www.econsent.com/wwy — or link to the form through the Wrigley web site.

“Street name” stockholders, holding their shares in a bank or brokerage account, should go to the Wrigley web site — www.wrigley.com — and complete the form they find under Stockholder Services in the Investor Relations Section.

60

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 seven to ten days. Even if a certificate is lost or stolen, the stockholder will continue to receive dividends on those shares while the new certificate is being issued.

A transfer or registration 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 or registration, the stockholder’s signature on the certificate or stock power must receive a Medallion Signature Guarantee by a qualified financial institution that participates in the Medallion Guarantee program. A verification by a notary public is not sufficient.

transfer agent and registrar

          Computershare Trust Company, N.A.
          P. O. Box 43069
          Providence, RI 02940-3069

          Inside the U.S. 1-800-446-2617

          Outside the U.S. +1-781-575-2723

          TOD/TTY for hearing impaired 1-800-952-9245

          Internet: www.computershare.com

form 10-k and other publications

Wm. Wrigley Jr. Company makes a variety of publications, reports and legal filings, (including the Annual Report to Stockholders, Proxy Statement, Forms 10-Q and 10-K) available to its shareholders free of charge and as soon as practicable. For copies, please visit our website at www.wrigley.com.

If you do not have internet access, you may contact Stockholder Relations to request these materials.

certifications

The Chief Executive Officer and Chief Financial Officer have certified in writing to the Securities and Exchange Commission (SEC) as to, the integrity of the Company’s financial statements included in this Annual Report and incorporated by reference into the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2005 filed with the SEC, and the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting. The certifications are filed as Exhibit 31 to the said Form10-K. On March 17, 2005, the Chief Executive Officer also certified to the New York Stock Exchange that he is not aware of any violation by the Company of the New York Stock Exchange corporate governance listing standards.

2006 annual meeting

The Annual Meeting of Stockholders will be held at 9:00 a.m. Central Savings Time, Tuesday, April 4, 2006, in the Chase Auditorium, Chase Tower, 10 South Dearborn Street, Chicago, IL 60670.

independent registered public accounting firm (independent auditors)

          Ernst & Young LLP
          233 S. Wacker Drive
          Chicago IL 60606-6301

61

Corporate Facilities and Principal Associated Companies

*Denotes production facility

CORPORATE HEADQUARTERS

          Wrigley Building
          410 North Michigan Avenue
          Chicago, Illinois 60611
          www.wrigley.com

principal associated companies

DOMESTIC
Wrigley Manufacturing Company, LLC	The Wrigley Company Limited*	Wrigley Scandinavia AS
Chattanooga, Tennessee*	Plymouth, England, U.K.	Oslo, Norway
Chicago, Illinois*
Gainesville, Georgia*	Wrigley France S.N.C.*	The Wrigley Company (P.N.G.) Ltd.
Yorkville, Illinois*	Biesheim, France	Port Moresby, Papua New Guinea
Four-Ten Corporation	Wrigley S.A.S.	Wrigley Philippines, Inc.*
Chicago, Illinois	Paris, France	Antipolo City, Philippines
Wrigley Sales Company	Wrigley G.m.b.H.	Wrigley Poland Sp. zo.o.*
Chicago, Illinois	Munich, Germany	Poznan, Poland
L.A. Dreyfus Company*	The Wrigley Company (H.K.) Limited	Wrigley Romania Produse Zaharoase SRL
Edison, New Jersey	Hong Kong	Bucharest, Romania
Northwestern Flavors, LLC*	Wrigley Hungaria, Kft.	OOO Wrigley
West Chicago, Illinois	Budapest, Hungary	Moscow, Russia
		St.Petersburg, Russia*
	Wrigley India Private Limited*
INTERNATIONAL	Bangalore, Karnataka, India
		Wrigley Slovakia s.r.o.
The Wrigley Company Pty. Limited*	Joyco India Private Limited*	Banska Bystrica, Slovakia
Sydney, Australia	Baddi, India
		Wrigley d.o.o.
Wrigley Austria Ges.m.b.H.	Wrigley Israel Ltd.	Ljubljana, Slovenia
Salzburg, Austria	Herzeliya-Pituach, Israel
		The Wrigley Company South Africa (Pty) Limited
Wrigley Bulgaria EOOD	Wrigley Italia, Srl.	Johanesburg, South Africa
Sofia, Bulgaria	Aprilia, Italy
		Cafosa Gum, SA*
Wrigley Canada*	Wrigley & Company Ltd., Japan	Santig , Spaina
Ontario, Canada	Tokyo, Japan
		Wrigley Co., S.A.
Wrigley Confectionary (China) Ltd.*	The Wrigley Company (East Africa) Limited*	Barcelona, Spain
Guangzhou, Guangdong,	Nairobi, Kenya
People’s Republic of China		Wrigley Scandinavia AB
	The Wrigley Company (Malaysia) Sdn. Bhd.	Stockholm, Sweden
Wrigley Confectionary (Shanghai) Company Ltd.*	Kuala Lumpur, Malaysia
Shanghai, People’s Republic of China		Wrigley Taiwan Limited*
	Wrigley Mexico S. de R.L. de CV (Mexico)*	Taipei, Taiwan, R.O.C.
Wuzhou Cafosa GumLtd.*	Silao, Guanajuato, Mexico
Wuzhou City, Guangxi,		Wrigley Middle East, FZCO
People’s Republic of China	The Wrigley Company (N.Z.) Limited	Dubai, United Arab Emirates
	Auckland, New Zealand
Wrigley Croatia d.o.o.		Wrigley Ukraine, TzoV
Zagreb, Croatia		Kiev, Ukraine
Wrigley s.r.o.
Prague, Czech Republic

The Wrigley Company markets chewing gum, bubble gum, and confectionery products around the world. Its major brands include:

To learn more about Wrigley’s brands, visit www.wrigley.com

The brands listed above are trademarks owned by the Wm. Wrigley Jr. Company.

Wrigley is proud to have been named to the
FORTUNE “100 Best Companies to Work For” list
for the second consecutive year

Wm. Wrigley Jr. Company
Wrigley Building
410 North Michigan Avenue
Chicago, Illinois 60611

www.wrigley.com

f

EX-24

EXHIBIT 24

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of WM. WRIGLEY JR. COMPANY, a Delaware corporation (the “Company”), hereby makes, designates, constitutes and appoints Howard Malovany and Ronald V. Waters, and either of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-act, and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing, whether by paper, electronically, or otherwise, of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal period ended December 31, 2005, and any and all amendments thereto, under the Securities Exchange Act of 1934, as amended.

     Without limiting the generality of the foregoing grant of authority, such attorneys-in-fact and agents, or either of them, are hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver the Said Form 10-K, any and all amendments thereto, statements of changes, and any and all other documents in connection with the said Form 10-K, and take such other and further action as such attorneys-in-fact and agents, or either of them, deem necessary or appropriate. The powers and authorities herein to such attorneys-in-fact and agents, and either of them, also include the full right, power of authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken pursuant to the powers and authorities herein granted by such attorneys-in-fact and agents, or either of them or by their respective substitutes.

     IN WITNESS WHEREOF, the undersigned has hereunto signed as of a date in January 2006.

Signatures

/s/ JOHN F. BARD	Director
John F. Bard
/s/ HOWARD B. BERNICK	Director
Howard B. Bernick
/s/ THOMAS A. KNOWLTON	Director
Thomas A. Knowlton
/s/ JOHN RAU	Director
John Rau
/s/ MELINDA R. RICH	Director
Melinda R. Rich
/s/ STEVEN B. SAMPLE	Director
Steven B. Sample
/s/ ALEX SHUMATE	Director
Alex Shumate
/s/ RICHARD K. SMUCKER	Director
Richard K. Smucker

EX-31.(I)

EXHIBIT 31(i)

Rule 13a-14(a)/15d-14(a) Certification of Mr. William Wrigley Jr.

I, William Wrigley, Jr., Chairman of the Board and Chief Executive Officer of Wm. Wrigley Jr. Company, certify that:

1.	I have reviewed this annual report on Form 10-K of Wm. Wrigley Jr. Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2006
	/s/ WILLIAM WRIGLEY, JR.
	William Wrigley, Jr.
	Chairman of the Board, President and
	Chief Executive Officer

EX-31.(II)

EXHIBIT 31(ii)

Rule 13a-14(a)/15d-14(a) Certification of Mr. Reuben Gamoran.

I, Reuben Gamoran, Chief Financial Officer of Wm. Wrigley Jr. Company, certify that:

1.	I have reviewed this annual report on Form 10-K of Wm. Wrigley Jr. Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2006
	/s/ REUBEN GAMORAN
	Reuben Gamoran
	Vice President and Chief Financial Officer

EX-32.(I)

EXHIBIT 32(i)

Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code

I, William Wrigley, Jr., the Chief Executive Officer of Wm. Wrigley Jr. Company (the “Company”), certify that to the best of my knowledge:

(i)	the Annual Report of the Company on the Form 10-K dated February 16, 2006 for the fiscal year ended December 31, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)	the information contained in the said Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ WILLIAM WRIGLEY, JR.

William Wrigley, Jr.

Chairman of the Board, President and
Chief Executive Officer

Dated February 16, 2006

EX-32.(II)

EXHIBIT 32(ii)

Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code

I, Reuben Gamoran, the Chief Financial Officer of Wm. Wrigley Jr. Company (the “Company”), certify that to the best of my knowledge:

(i)	the Annual Report of the Company on Form 10-K dated February 16, 2006 for the fiscal year ended December 31, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)	the information contained in the said Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ REUBEN GAMORAN

Reuben Gamoran

Vice President and Chief Financial Officer

Dated February 16, 2006

EX-99.(I)

EXHIBIT 99(i)

Forward-Looking Statements

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 to us.  Forward-looking statements generally will 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.  Significant factors that could cause actual results to differ materially from the forward-looking statements include, without limitation:

• In those countries where we maintain market leadership in the chewing gum segment, our ability to retain preferred retail space allocation will impact results, and if we are not able to retain this allocation, our results could be negatively impacted.

• Failure to maintain the availability, pricing and sourcing of raw materials could negatively impact results.

• We market our products to different segments of the population.  Failure to adequately anticipate and react to changing demographics and product preferences could negatively impact results.

• Both manufacturing and sales of a significant portion of our products are outside the United States and could be negatively impacted by volatile foreign currencies and geographies.

• We compete worldwide with other well-established manufacturers of confectionery products, including chewing gum.  Our results may be negatively impacted by a failure of new or existing products to be favorably received, by ineffective advertising, or by failure to sufficiently counter aggressive competitive actions.

• Underutilization of or inadequate manufacturing capacity due to unanticipated movements in consumer demands could negatively impact manufacturing efficiencies and costs.

• Discounting and other competitive actions may make it more difficult for us to maintain our operating margins.

• 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.

• To the extent we could experience any material labor stoppages, such disputes or strikes could negatively affect shipments from suppliers or shipments of finished product.

• Our ability to successfully integrate certain confectionery assets of Kraft Foods Global, Inc. could cause actual results to differ from anticipated results or expectations.

• While 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.

Additionally significant factors that may affect the Company’s operations, performance, development business results include the risks and uncertainties described above, those listed from time to time in the company’s filings with the SEC 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.