10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2006
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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)

(312) 644-2121

(Registrant’s telephone number, including area code)

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

Class B Common Stock, no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act.  Yes o     No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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.  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  þ            Accelerated filer  o            Non-accelerated filer  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes o     No þ

As of June 30, 2006, there were outstanding 212,728,672 of Common Stock, no par value, and the aggregate market value of the Common Stock (based upon the closing price of the stock on the New York Stock Exchange on June 30, 2006) held by non-affiliates was approximately $8,406,182,231. As of June 30, 2006, there were outstanding 64,788,480 shares of Class B Common Stock, no par value. Class B Common Stock carries 10 votes per share, is not traded on the exchanges, is restricted as to transfer or other disposition, and is convertible into Common Stock on a share-for-share basis. Upon such conversion, the resulting shares of Common Stock are freely transferable and publicly traded. Assuming all shares of outstanding Class B Common Stock were converted into Common Stock, the aggregate market value of Common Stock held by non-affiliates on June 30, 2006 (based upon the closing price of the stock on the New York Stock Exchange on such date) would have been approximately $10,181,455,317. Determination of stock ownership by non-affiliates was made solely for the purpose of this requirement, and the Registrant is not bound by these determinations for any other purpose.

As of January 12, 2007, there were outstanding 217,088,710 shares of Common Stock, no par value, and the aggregate market value of the Common Stock (based upon the closing price of the stock on the New York Stock Exchange on January 12, 2007) held by non-affiliates was approximately $8,155,261,566. As of January 12, 2007, there were outstanding 59,049,235 shares of Class B Common Stock, no par value. Class B Common Stock carries ten votes, is not traded on the exchanges, is restricted as to transfer or other disposition, and is convertible into Common Stock on a share-for-share basis. Upon such conversion, the resulting shares of Common Stock are freely transferable and publicly traded. Assuming all shares of outstanding Class B Common Stock were converted into Common Stock, the aggregate market value of Common Stock held by non-affiliates on January 12, 2007 (based upon the closing price of the stock on the New York Stock Exchange on such date) would have been approximately $9,310,457,938. Determination of stock ownership by non-affiliates was made solely for the purpose of this requirement, and the Registrant is not bound by these determinations for any other purpose.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Notice of Annual Meeting and Proxy Statement, dated February 13, 2007, for the March 14, 2007 Annual Meeting of Stockholders (the “Proxy Statement”), and Annual Report to Stockholders for the fiscal year ended December 31, 2006 (the “2006 Annual Report”), are incorporated by reference into portions of Parts I, II, III and IV of this Report.

PART I

Item 1.   Business

General

The Wm. Wrigley Jr. Company (the “Company” or “Wrigley”) is a Delaware corporation. From 1891 to 1903, the Company was operated as a partnership until its incorporation in Illinois as Wm. Wrigley Jr. Co. in December 1903. In November 1910, the Company was reincorporated under West Virginia law as Wm. Wrigley Jr. Company, and in October 1927, was reincorporated under the same name under Delaware law. Wrigley is a recognized leader in the confectionery field and the world’s largest manufacturer and marketer of chewing gum.

Wrigley products are sold in over 180 countries and, in the over 110 years since Wrigley introduced its first two products, Juicy Fruit^® and Wrigley’s Spearmint^®, its portfolio of products has grown to include dozens of innovative brands that provide consumers with a variety of benefits, including breath freshening and tooth whitening. The Company’s principal business remains manufacturing and marketing chewing gum and other confectionery products worldwide. All other businesses constitute less than 10% of its consolidated revenues, operating profit and identifiable assets. Financial information on segments, as defined under U.S. generally accepted accounting principles, is set forth on pages 56 and 57 of the Company’s 2006 Annual Report under the caption “segment information”, which information is incorporated herein by reference.

Acquisitions

In addition to internal product development, the Company has continued to enhance the portfolio of products it offers through the recent diversification of its business within the broader confectionery category. In 2004, the Company acquired certain confectionery businesses of the Joyco Group from Agrolimen, a privately-held Spanish conglomerate, and, in 2005, the Company acquired certain non-chocolate confectionery assets from Kraft Foods Global, Inc. On January 31, 2007, the Company acquired an 80 percent initial interest in A. Korkunov, a privately held premium chocolate company in Russia.

Production

In 2006, chewing gum and other confectionery products were manufactured in four factories in the United States and fifteen factories in other countries. Two domestic wholly-owned associated companies, L.A. Dreyfus Company and Northwestern Flavors, LLC, manufactured gum base and processed flavorings and refined mint oil, respectively. In addition, four foreign facilities also manufacture gum base for the Company’s international production facilities and for third party gum product manufacturers. Two others produce gum base for their own use. In 2005, the Company announced plans to restructure its North American production network in order to maximize supply chain efficiencies. As a result, in late 2006 the Company closed its chewing gum plant in Chicago, Illinois and its L.A. Dreyfus gum base subsidiary in Edison, New Jersey, and transferred production to remaining facilities. Also, in April, 2006, the Company closed the facility located in Bridgend, Wales which was acquired in the transaction with Kraft Foods Global, Inc.

Raw materials such as sugar, corn syrup, flavoring oils, polyols and high-intensity sweeteners blended to make chewing gum are readily available in the open market. Other ingredients and necessary packaging materials are also available and purchased in the open market. Inventory requirements of the Company are not materially affected by seasonal or other factors.

Sales

The Company markets chewing gum and other confectionery products primarily through distributors, wholesalers, corporate chains and cooperative buying groups that distribute the product through retail outlets with consumer purchases at the retail level generated primarily through the Company’s advertisements on television as well as in newspapers and magazines. Additional direct customers are vending distributors, concessionaires and other established customers purchasing in wholesale quantities.

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Customer orders are usually received electronically, by mail, telephone, facsimile or e-mail and are generally shipped by truck from factory warehouses or leased warehousing facilities. In general, the Company does not offer its customers extended payment terms. It is typical for the general customer of the wholesale trade to purchase chewing gum and other confectionery requirements at intervals of approximately ten days to two weeks to assure fresh stocks and good turnover. The Company believes these conditions are not materially different from those of its competitors. On a consolidated basis, sales are relatively consistent throughout the year.

In 2006, the 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.

Product Development

Innovation has been a key element of Wrigley’s success. The Company holds numerous patents and patent applications relating to packaging, manufacturing processes and product formulas, including approximately 200 material patents relating to packaging, chewing gum confection processing, product formula and sweetener encapsulation, primarily for sugar-free gum and continuous chewing gum manufacturing. Most of these patents expire in the countries in which they are registered at various times through the year 2021. In addition, trademarks are of material importance to the Company and are registered and maintained for all brands of the Company’s chewing gum and confectionery products on a worldwide basis as appropriate.

The Company has for many years maintained an active in-house research and development program, and has also contracted outside services for developing and improving Wrigley products, machinery and operations. In 2005, the Company opened its Global Innovation Center which is a state-of-the-art facility dedicated to the development of new products and the enhancement of our existing product lines. Information relating to the cost incurred by the Company for research and development in each of the last three fiscal years is set forth on page 42 of the Company’s 2006 Annual Report under the caption “Research and Development” and is incorporated herein by reference.

Competitive Conditions

The confectionery business is an intensely competitive one 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 and Mars, on a global basis, and Lotte in Asia, Perfetti in Europe, the Middle East, Africa and India, and Hershey in North America.

The continued growth of alternative store formats, product and packaging innovations, technological advances, and new industry techniques have all added variables for companies in the confectionery industry to consider in order to remain competitive. In all areas in which the Company distributes its products, principal elements of competition are a combination of competitive profit margins to the trade, level of product quality, brand recognition, product benefit and a fair consumer price. Positive factors pertaining to the Company’s competitive position include well-recognized brands, strong brand management, varied product offerings, product innovation and a strong distribution network.

Employees

As of December 31, 2006, the Company employed approximately 15,800 persons worldwide.

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(d)  Financial Information About Foreign and Domestic Operations.

Information concerning the Company’s operations in different geographic areas for the years ended December 31, 2006, 2005 and 2004 is hereby incorporated by reference from the Company’s 2006 Annual Report on pages 56 and 57, under the caption “segment information,” and on pages 22 through 25 under the caption “Results of Operations.”

(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. Copies of the materials filed by the Company with the Securities and Exchange Commission are available at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information regarding the operation of the Public Reference Room is available by calling the Securities and Exchange Commission at 1-800-SEC-0330.

In addition, information regarding the Company’s corporate governance guidelines (entitled “Principles of Corporate Governance”) and code of ethics (entitled the “Code of Business Conduct”), and the charters of the Company’s Audit, Compensation and Corporate Governance Committees, are available free of charge on the Company’s website listed above or in print to any stockholder 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. If we are not able to retain this allocation, our results could be negatively impacted.

Availability of raw materials.  We use many different raw materials to manufacture chewing gum and other confectionery products including sugar, corn syrup, flavoring oils, polyols and high intensity sweeteners. While these products are generally readily available on the open market, if we were unable to maintain the availability, pricing and sourcing of these raw materials, our results could be negatively impacted.

Changes in demographics and consumer preferences.  We operate in an increasingly competitive market. As such, our continued success is dependent upon our ability to continue to create and market products which appeal to our diverse consumers. Failure to adequately anticipate and react to changing demographics and product preferences, the failure of new or existing products to be favorably received, or our inability to otherwise adapt to changing market needs, could have a material adverse effect on our operating results.

Changes in foreign currency and market conditions.  Manufacturing and sales of a significant portion of our products are outside the United States. The majority of the countries in which we operate tend to be politically, socially and economically stable. To the extent there is political or social unrest, civil war, terrorism or significant economic instability, the results of our business in such countries could be negatively impacted. In addition, volatility in foreign currencies could have a material adverse effect on our results of operations.

Increased competition, discounting and other competitive actions.  We compete worldwide with other well-established manufacturers of confectionery products, including chewing gum. Our results may be negatively impacted by ineffective advertising, or by failure to sufficiently counter aggressive competitive actions. In addition, discounting and other competitive actions may make it more difficult for us to maintain our operating margins.

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Underutilization of or inadequate manufacturing capacity and labor stoppages.  Unanticipated movements in consumer demands could result in inadequate manufacturing capacity or underutilization of our manufacturing capacity which could negatively impact manufacturing efficiencies and costs.

Governmental regulations.  Governmental regulations with respect to import duties, tariffs, taxes and environmental controls, both in and outside the U.S., could negatively impact our costs and ability to compete in domestic or foreign marketplaces.

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

Outcome of integrating acquired businesses.  Our inability to successfully integrate any acquired business or assets, including the acquisition of certain confectionary assets of Kraft Foods Global, Inc., could cause actual results to differ from anticipated results or expectations of the Company’s business.

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. Forward-looking statements may be accompanied by words such as “anticipate”, “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “possible, “potential,” “predict,” “project” or other similar words, phrases or expressions. Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions, concerning future conditions, any or all of which may ultimately prove to be inaccurate.

Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary. Additionally, significant factors that may affect the Company’s operations, performance, development or 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.

Item 1B.   Unresolved Staff Comments.

None.

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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(a)	Gum
Gainesville, Georgia	Gum and raw materials — gum base
Yorkville, Illinois	Gum and Candy
Chattanooga, Tennessee(b)	Candy
Don Mills, Ontario, Canada	Gum
West Chicago, Illinois	Raw materials — flavors
Edison, New Jersey(a)	Raw materials — gum base
EMEAI Region
Plymouth, England	Gum
Biesheim, France	Gum, candy and raw materials — gum base
Poznan, Poland	Gum and candy
St. Petersburg, Russia	Gum and candy
Bangalore, India	Gum and raw materials — gum base
Baddi, India	Gum, candy and raw materials — gum base
Nairobi, Kenya	Gum
Tarazona, Spain	Gum and candy
Santiga, Spain(c)	Raw material — gum base
Odintsovo District, Russia	Chocolate
Asia Region
Guangzhou, China, P.R.C.(d)	Gum
Panyu, China(d)	Gum and candy
Antipolo, Philippines	Gum
Taipei, Taiwan, R.O.C.	Gum
Shanghai, China(d)	Candy and raw materials — gum base
Wuzhou, China(d)	Raw materials — gum base
Pacific Region
Asquith, N.S.W., Australia	Gum
Latin America Region
Silao, Mexico	Gum
OFFICE BUILDINGS
Wrigley Building, Chicago, Illinois(e)
600 West, Chicago, Illinois(e)
Goose Island, Chicago, Illinois(e)
EMEAI Regional Offices, Unterhaching, Germany(e)
RESEARCH AND DEVELOPMENT CENTER/OFFICE
Global Innovation Center, Chicago, Illinois(g)

(a)	Facility closed in 2006.
(b)	In November 2006, the Company entered into a lease with The Industrial Development Board of the County of Hamilton, Tennessee for this facility. The term of the lease expires on December 31, 2018.

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(c)	Includes a 3,635 square foot leased warehouse facility.
(d)	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.

(e)

These buildings are the Company’s principal non-manufacturing properties. The Wrigley Building houses the offices of the Company’s corporate headquarters. 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. The 600 West facility, where the Company leases 147,860 square feet, houses, among other groups, the U.S. sales and supply and procurement groups for the Company. The facility located in Goose Island houses the Company’s Global Information Technology group.

(f)

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.

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 immediately following the Annual Meeting of Stockholders. The positions and ages listed below are as of December 31, 2006. There were no arrangements or understandings between any of the officers and any other person(s) pursuant to which such officers were elected.

		Effective
Name and Age	Position(s) with Registrant	Date(s)
William Wrigley, Jr., 43	Executive Chairman and Chairman of the Board		since 2006
	Chairman of the Board, President and Chief Executive Officer		2004-2006
	President and Chief Executive Officer		1999-2003
	Vice President		1992-1999
	Vice President and Assistant to the President		1991-1992
	Assistant to the President		1985-1991
William D. Perez, 59(a)	President and Chief Executive Officer		since 2006
John Adams, 60(b)	Vice President — Worldwide Manufacturing		since 2006
	Vice President, Manufacturing — International		2005-2006
Vincent C. Bonica, 61	Vice President — Worldwide Gum Base Operations		since 2004
	Vice President — Organizational Development		2001-2004
	President, L.A. Dreyfus, Inc.		1991-2001
	Various executive and management positions within the		1970-1991
	L.A. Dreyfus, Inc. organization

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		Effective
Name and Age	Position(s) with Registrant	Date(s)
Reuben Gamoran, 46	Senior Vice President and Chief Financial Officer		since 2006
	Vice President and Chief Financial Officer		2003-2005
	Vice President and Controller		2001-2002
	Controller		1999-2001
	Controller — International		1996-1999
Peter Hempstead, 55	Senior Vice President — Worldwide Strategy and New Business		since 2004
	Senior Vice President — International		1999-2003
Susan Henderson, 54(c)	Vice President — Corporate Communications		since 2005
Donagh Herlihy, 43	Vice President — People, Learning & Development and Chief Information Officer		since 2006
	Vice President — Chief Information Officer		2000-2006
Carol Knight, 60(d)	Vice President — Scientific and Regulatory Affairs		since 2006
	Senior Director — Scientific and Regulatory Affairs		2003-2006
Surinder Kumar, 62(e)	Senior Vice President and Chief Innovation Officer		since 2003
	Chief Innovation Officer		2001-2003
Howard Malovany, 56	Vice President, Secretary and General Counsel		since 2001
	Secretary and General Counsel		1998-2001
	Assistant Secretary and Senior Counsel		1996-1998
Shaun Mara, 42(f)	Vice President and Controller		since 2006
	Vice President Finance, Commercial Operations		2005-2006
	Senior Director Finance, Americas		2002-2004
Patrick D. Mitchell, 51(g)	Vice President — Worldwide Procurement and Chief Procurement Officer		since 2006
	Vice President — Worldwide Procurement		2002-2006
Jon Orving, 57	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, 53	Senior Vice President and 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		1992-1993
Igor Saveliev, 45(h)	Vice President and Managing Director — East/South Europe		since 2005
Martin Schlatter, 41(i)	Vice President and Chief Marketing Officer		since 2006
	General Manager — United States		2004-2006
	Senior Director — New Business Development		2004
	Director — New Business Development		2002-2004
Alan J. Schneider, 61	Vice President and Treasurer		since 2001
	Treasurer		1996-2001
Denis Schrey, 43(j)	Vice President and Managing Director — North/Central Europe and Pacific		since 2006
	Vice President and Managing Director — North Europe		2005-2006
Ralph P. Scozzafava, 48	Vice President — Worldwide Commercial Operations		since 2006
	Vice President and Managing Director — North America/Pacific		2004-2006
	Vice President — General Manager — U.S.		2002-2003
	Vice President — U.S. Sales and Customer Marketing		2000-2002

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		Effective
Name and Age	Position(s) with Registrant	Date(s)
Tawfik Sharkasi, 56(k)	Vice President — Research & Development		since 2005
Samson Suen, 57(l)	Vice President and Managing Director — China		since 2005
Michael Wong, 53	Vice President and Managing Director — Asia		since 2005
	Vice President — International & Managing Director — Asia		2000-2005
	Regional Managing Director — North Asia		1998-2000

(a)	Mr. Perez was elected President, Chief Executive Officer and a member of the board of directors of the Company in 2006. Prior to joining the Company, Mr. Perez spent 34 years with S.C. Johnson & Son, Inc., including eight years as President and Chief Executive Officer of the multi-billion dollar privately held global consumer products company. In 2004, Mr. Perez joined Nike, Inc., where he served as President and Chief Executive Officer until 2006.
(b)	Mr. Adams was elected Vice President — Worldwide Manufacturing in 2006. Mr. Adams joined the Company in 1999 as Senior Director, Manufacturing Operations in Europe, Middle East and Africa, 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.
(c)	Ms. Henderson was elected Vice President — Corporate Communications in 2006. Prior to joining the Company, Ms. Henderson was the Vice President, Public Relations of Kohl’s Department Stores from 2000 until 2003 and the President of Henderson Consulting from 2003 until 2005.
(d)	Ms. Knight was elected Vice President — Scientific and Regulatory Affairs in 2006. Prior to joining the Company, from 2000 to 2003, Ms. Knight served as the President of Knight International, a company providing international scientific and regulatory strategy and consulting within the food industry.
(e)	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.
(f)	Mr. Mara was elected as Vice President and Controller in 2006. Prior to joining the Company in 2002, Mr. Mara was employed by The Gillette Company from 1993 until 2002, most recently as VP Finance — Personal Care Division from January 2002 until June 2002, as Controller — European Commerical Operations from April 2001 until December 2001 and as Finance Director — Gillette Group Benelux from January 2000 until March 2001.
(g)	Mr. Mitchell was elected Vice President-Worldwide Procurement and Chief Procurement Officer in 2006. He 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.
(h)	Mr. Saveliev was elected Vice President and Managing Director — East and Central Europe in 2005. Mr. Saveliev joined the Company in 1995 as Executive Director — 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).
(i)	Mr. Schlatter was elected Vice President and Chief Marketing Officer in 2006 until which time he served as the General Manager for Wrigley’s U.S. Commercial Business since 2004. Prior to joining Wrigley in

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	2002, Mr. Schlatter was employed by Lindt & Sprungli Switzerland, a high-quality chocolate confectioner where he served as the Marketing and Sales Director.
(j)	Mr. Schrey was elected Vice President and Managing Director — North/Central Europe and Pacific in 2006. Mr. Schrey joined the Company in 2001 as Director, Business Development — International, with responsibility for expanding sales to global customers. Mr. Schrey served the Company as Vice President and Managing Director in North Europe in 2005, 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.
(k)	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.
(l)	Mr. Suen was elected Vice President and Managing Director — China in 2005. Mr. Suen joined the Company in 1979 as Marketing Manager — Hong Kong and became Managing Director — Hong Kong later that year. 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.

PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) (i)  Market Information.

As of December 31, 2006, the Company had two classes of stock outstanding: Common Stock, listed on both the New York and Chicago Stock Exchanges, and Class B Common Stock, for which there is no trading market. Shares of the Class B Common Stock were issued by the Company on April 11, 1986 to stockholders of record on April 4, 1986. Additionally, shares of Class B Common Stock were issued pursuant to a one-time 5 for 4 stock split (in the form of a 25% stock dividend) in which one share of Class B Common Stock was issued for every 4 shares of Common Stock and every 4 shares of Class B Common Stock held as of the close of business on April 17, 2006. Class B Common Stock is entitled to ten votes per share, is subject to restrictions on transfer or other disposition and is, at all times, convertible on a share-for-share basis into shares of Common Stock. Information regarding the high and low sales price for the Common Stock for each full quarterly period within the two most recently completed fiscal years is set forth in the Company’s 2006 Annual Report on page 31 under the caption “Market Prices” and is incorporated herein by reference.

(ii)  Holders.

As of December 31, 2006, there were 40,986 stockholders of record holding Common Stock and 26,273 stockholders of record holding Class B Common Stock.

(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, 2006 is set forth in the Company’s 2006 Annual Report on page 31 under the captions “Market Prices” and “Dividends” and is incorporated herein by reference.

9

(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, 2006, under which the equity securities of the Company were authorized for issuance:

					Number of Securities
					Remaining Available for
					Future Issuance Under
	Number of Securities to be		Weighted Average		Equity Compensation
	Issued Upon Exercise of		Exercise Price		Plans (Excluding
	Outstanding Options,		of Outstanding Options,		Securities Reflected in
	Warrants and Rights		Warrants and Rights		Column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders(1)		15,232,096	$	47.24		2,706,287
Equity compensation plans not approved by security holders		-0-		-0-		-0-
Total		15,232,096	$	47.24		2,706,287	(2)

(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 Directors, set forth on pages 40 through 42 and with respect to the officers, set forth on pages 16 through 21 of the Company’s Proxy Statement, 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, 25,000,000 shares are authorized under the MIP. In 2006, the stockholders approved the 2007 Management Incentive Plan under which 20,000,000 shares are authorized.

(2)

Includes shares to be issued upon completion of the Long Term Stock Grant Program 5-year performance cycles which began in 2002, 2003, 2004, 2005 and 2006.

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

(b)	Not applicable
(c)	Repurchases of Equity Securities.

								Approximate Dollar
								Value of Shares
						Total Number of Shares		that May Yet be
						Purchased as		Purchased Under
						Part of Publicly		the Share
	Total Number of			Average Price		Announced Share		Repurchase
	Shares Purchased			Paid per Share		Repurchase Plan(ii)		Programs
Period	(a)			(b)		(c)		(d)
October 1st - October 31st		-0-		$	-0-		-0-	$	562,481,000
November 1st - November 30th		133,833	(i)	$	51.51		133,300	$	555,615,546
December 1st - December 31st		1,013,800		$	51.71		1,013,800	$	503,192,810

(i)

Includes 583 shares purchased by the Company in the open market to provide shares for the Company’s Stock Deferral Program for Non-Employee Directors under the Company’s 1997 Management Incentive Plan, as amended.

(ii)

Represents actual number of shares purchased under the Board of Directors’ authorized and publicly announced Share Repurchase Program resolution of May 19, 2006, to purchase up to $500,000,000 of shares, in the open market. This additional authorization will follow the completion of the $400,000,000 authorized by the Board of Directors in 2004. At December 31, 2006, approximately $503,193,000 remains available for repurchase under these programs. The share repurchase programs will expire when the authorized amounts are completely utilized.

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Item 6.   Selected Financial Data.

An eleven-year summary of selected financial data for the Company is set forth in the Company’s 2006 Annual Report under the following captions and page numbers: “Operating Data” and “Other Financial Data” on pages 32 and 33 and is incorporated herein by reference.

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 2006 Annual Report on pages 21 through 30 and is incorporated herein by reference.

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

Disclosure about market risk is set forth on pages 28 and 29 of the Company’s 2006 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, 2006, and 2005 and for each of the three years in the period ended December 31, 2006, are set forth in the Company’s 2006 Annual Report on pages 35 through 57, and selected unaudited quarterly data-consolidated results for the years ended December 31, 2006, and 2005 are set forth in the Company’s 2006 Annual Report on page 31 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, 2006.

(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 2006 Annual Report on page 35 and is incorporated herein by reference.

(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 2006 Annual Report on page 36 and is incorporated herein by reference.

11

(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, 2006, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.   Other Information

None.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance.

Information regarding directors and nominees for directorship is set forth in the Company’s Proxy Statement on pages 5 through 7 under the caption “Election of Class II Directors” and is incorporated herein by reference. For information concerning the Company’s executive officers, see “Executive Officers of the Registrant” set forth in Part I hereof. Information regarding Compliance with Section 16(a) of the Exchange Act is set forth in the Company’s Proxy Statement on page 49 under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference. Information regarding the Company’s code of ethics is set forth in the Company’s Proxy Statement on page 10 under the caption “Code of Ethics” and is herein incorporated by reference. Information regarding the Company’s Audit Committee, Corporate Governance and Nominating Committee are set forth in the Company’s Proxy Statement on pages 8 through 13 under the caption “Corporate Governance” and is incorporated herein by reference.

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 40, and 40 through 42 under the general captions “Executive Compensation” and “Director 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 43 through 45 under the captions “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” and is incorporated herein by reference.

Item 13.   Certain Relationships and Related Transactions, Director Independence.

Information regarding certain relationships is hereby incorporated by reference from the Company’s Proxy Statement on page 8 under the heading “Corporate Governance Guidelines,” and pages 43 and 44 under the headings “Security Ownership or Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners.” Information regarding director independence is hereby incorporated by reference from page 11 of the Company’s Proxy Statement under the heading “Meetings and Committees of the Board.”

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 47 under the heading “Service Fees Paid to the Independent Registered Public Accounting Firm.”

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PART IV

Item 15.  Exhibits and Financial Statement Schedules.

(a)(1)  Financial Statements

See the Index to Financial Statements and Financial Statement Schedule, which is included on page F-1 of this Report.

(a)(2)  Financial Statement Schedules

The following financial statement schedule, located at page F-2 of this Report, is included in Part II, Item 8 of this Report: Schedule II — Valuation and Qualifying Accounts.

(a)(3)  Exhibits

The following exhibits were previously filed unless otherwise noted.

Exhibit
Number			Description of Exhibit
	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 Bylaws.
			(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)(i)  The Registrant’s Amended and Restated Bylaws 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.
			(ii)*   The Registrant’s Amended and Restated Bylaws, effective March 5, 2002, as amended on October 20, 2006 and February 6, 2007.
	4	.	Instruments defining the rights of security holders.
			(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.
			(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
			(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
			(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.
			(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.

13

Exhibit
Number			Description of Exhibit
			(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
			(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.
			(b)     Senior Executive Insurance Plan. Incorporated by reference to the Company’s Form 10-K filed for the fiscal year ended December 31, 1995.
			(c)     Supplemental Retirement Plan. Incorporated by reference to the Company’s Form 10-K filed for the fiscal year ended December 31, 1995.
			(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.
			(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.
			(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.
			(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.
			(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.
			(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.
			(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.
			(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.
			(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.
			(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.
			(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.
			(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.
			(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.
			(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.

14

Exhibit
Number			Description of Exhibit
			(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.
			(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	.*	2006 Annual Report to Stockholders of the Registrant.
	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.
	23	.*	Consent of Independent Registered Public Accounting Firm.
	24	.*	Power of Attorney of each independent director signed January 2007.
	31	.*	Rule 13a-14(a)/15d-14(a) Certification of:
			(a) Mr. William D. Perez, President and Chief Executive Officer; and
			(b) Mr. Reuben Gamoran, Senior Vice President and Chief Financial Officer;
	32	.*	Section 1350 Certifications of:
			(a) Mr. William D. Perez, President and Chief Executive Officer; and
			(b) Mr. Reuben Gamoran, Senior Vice President and Chief Financial Officer.

* Indicates that such document is filed herewith.

Copies of Exhibits are not attached hereto, but the Registrant will furnish then upon request and upon payment to the Registrant of a fee in the amount of $20.00 representing reproduction and handling costs.

15

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.

WM. WRIGLEY JR. COMPANY

(Registrant)

By:  /s/  SHAUN MARA

Shaun Mara

Vice President and Controller

Authorized Signatory and Chief Accounting Officer

Date: February 13, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title
/s/  WILLIAM WRIGLEY, JR. William Wrigley, Jr.	Executive Chairman and Chairman of the Board
/s/  WILLIAM D. PEREZ William D. Perez	President and Chief Executive Officer
/s/  REUBEN GAMORAN Reuben Gamoran	Senior Vice President and Chief Financial Officer
* John F. Bard	Director
* Howard B. Bernick	Director
* Thomas A. Knowlton	Director
* John Rau	Director
* Melinda R. Rich	Director
* Steven B. Sample	Director

16

Signature		Title
* Alex Shumate		Director
* Richard K. Smucker		Director
*By:	/s/  HOWARD MALOVANY Howard Malovany Vice President, Secretary and General Counsel

Date: February 13, 2007

17

WM. WRIGLEY JR. COMPANY

INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES

(Item 15(a))

	Reference
	Form		Annual
	10-K		Report to
	Report		Stockholders
Data incorporated by reference from the Company’s Annual Report:
Consolidated balance sheet as of December 31, 2006 and 2005				38
Consolidated statement of earnings for the years ended December 31, 2006, 2005 and 2004				37
Consolidated statement of cash flows for the years ended December 31, 2006, 2005 and 2004				39
Consolidated statement of stockholders’ equity for the years ended December 31, 2006, 2005 and 2004				40
Accounting policies and notes to consolidated financial statements				41-57
Consolidated financial statement schedule for the years ended December 31, 2006, 2005 and 2004 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 2006 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, 2006, 2005 AND 2004

Column A	Column B		Column C		Column D		Column E
			Additions
	Balance at		Charged to		Charged to
	Beginning		Costs and		Other		Balance at
Description	of Period		Expenses		Accounts		Deductions(A)		End of Period
	(In thousands)
Allowance for Doubtful Accounts 2006	$	8,013		1,164				2,746		6,431
2005	$	11,682		1,193		—		4,862		8,013
2004	$	9,232		3,584		—		1,134		11,682

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

F-2

EX-3.(B)(II)

Exhibit 3(b)(ii)

BYLAWS
of the
WM. WRIGLEY JR. COMPANY

(A Delaware Corporation)

Amended and Restated as of March 5, 2002,
as amended on October 20, 2006 (§§ 5.6 and 5.12)
and February 6, 2007 (§ 7.01)

ARTICLE I

Offices

     Section 1.1. Principal Office. The principal office of the corporation shall be in the city of Wilmington, County of New Castle, State of Delaware.

     Section 1.2. Other Offices. The corporation may also have other offices, either within or without the State of Delaware, and either within or without the territorial limits of the United States, as the board of directors or the officers may from time to time determine.

ARTICLE II

Stockholders’ Meetings

     Section 2.1. Place of Meetings. All meetings of the stockholders shall be held at the place, within or without the State of Delaware, as the board of directors may from time to time determine.

     Section 2.2. Annual Meeting. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which meeting the stockholders shall elect one of the three classes of the board of directors in the manner set forth in Article THIRTEENTH of the Second Restated Certificate of Incorporation, and transact such other business as may be required by statute or these bylaws or as may otherwise be properly brought before the meeting. The annual meeting may be adjourned from time to time without notice, other than announcement at the meeting, until its business is completed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the date,

1

hour, and place of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 2.3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the persons specified in Article TENTH of the Second Restated Certificate of Incorporation. The notice of such meeting shall state the purpose or purposes of the proposed meeting. Special meetings of the stockholders shall be held at the date, hour, and place stated in the notice of the meeting and may be adjourned from time to time without notice as set forth in these bylaws. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the date, hour, and place of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 2.4. Notice of Meetings. Written notice stating the date, hour, and place of any meeting of the stockholders and, in the case of a special meeting, the purpose or purposes of the meeting, shall be delivered to each stockholder of record entitled to notice of and to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of the meeting.

     Section 2.5. Business at Special Meetings. Business transacted at all special meetings of the stockholders shall be confined to the purposes stated in the notice of meeting.

     Section 2.6. Stockholder List. At least ten days before every meeting of the stockholders, a complete listing of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder so entitled and the number of shares of each class of voting stock registered in the name of each stockholder, shall be prepared by the secretary. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     Section 2.7. Presiding Officer. The chairman of the board of directors, if any, shall preside at all meetings of the stockholders. In the event the office of chairman of the board is vacant, or in the event the chairman is absent, is unable or declines to preside at any such meeting, or has failed to delegate another member of the Board of

2

Directors or elected officer of the Company to preside, the chief executive officer shall preside; provided, that in the event the office of chief executive officer is vacant, or in the event the chief executive officer is absent or is unable or declines to preside, an officer of the corporation may be empowered by the chief executive officer to preside; provided further, that in the event an officer of the corporation empowered by the chief executive officer is absent or is unable or declines to preside, the other officers, in the order of seniority designated for such purpose by the board of directors from time to time, shall preside, or if no such designation has been made by the board of directors, the other officers in the order elected at the most recent annual election of officers, shall preside.

     Section 2.8. Quorum. Except as otherwise required by law, the Second Restated Certificate of Incorporation or these bylaws, the holders of a majority of the votes entitled to be cast represented by the shares of stock outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, or as otherwise provided in these bylaws, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the date, hour, and place of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 2.9. Voting. When a quorum is present at any meeting, and except as otherwise required by law, the Second Restated Certificate of Incorporation or these bylaws, the affirmative vote of the holders of a majority of the total number of votes entitled to be cast represented in person or by proxy, voting as a single class, shall decide any question properly brought before such meeting. The board of directors, in its discretion, or the officer of the corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

     Section 2.10. Proxies. Any stockholder entitled to vote shall be entitled to vote in person, or by his or her proxy appointed by an instrument in writing signed by such stockholder or by his or her authorized attorney-in-fact, delivered to the secretary

3

of the corporation prior to any such vote. The proxy shall be dated not more than three years prior to said meeting, unless said instrument provides for a longer period.

     Section 2.11. Nature of Business at Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement) given by or at the direction of the board of directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the board of directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.11 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.11.

     In addition to any other applicable requirements, for business to be properly brought before an annual meeting of stockholders, such stockholder must have given timely notice in proper written form to the secretary of the corporation.

     To be timely, the notice must be delivered to or received by the secretary at its principal executive offices not less than ninety (90) nor more than one hundred twenty (120) days before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be received not later than the close of business on the tenth (10^th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever occurs first.

     To be in proper form, a stockholder’s notice to the secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

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     No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.11, provided, however, that, once business has been properly brought before the annual meeting in accordance with this procedure, nothing in this Section 2.11 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

     Section 2.12. Conduct of Meetings. The board of directors or the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and, in the case of the chairman of the meeting to do all such acts as are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the board of directors or prescribed by the chairman of the meeting, may include, without limitation: (a) the setting of the business of the meeting and the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to the stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman shall permit; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) not requiring motions or seconding of motions and deeming directors nominated, or proposals made, by or under the authority of the board of directors to be properly before the meeting without further action; and (f) limitations and restrictions as to the content of and the time allotted, if any, to questions or comments by participants. Meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedures.

     Section 2.13. Stock Ledger. The stock ledger of the corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the stockholders list required by applicable law or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

     Section 2.14. Inspectors of Election. In advance of or at any meeting of stockholders, the board of directors by resolution or the chairman of the board, the president or chief executive officer shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternative is present, ready and willing to act at a meeting of stockholders,

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the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

ARTICLE III

Directors

     Section 3.1. Management of the Corporation. The property and business of the corporation shall be managed by its board of directors. The board may exercise all powers of the corporation and do all lawful acts and things except those which, by applicable law, or by the Second Restated Certificate of Incorporation, or these bylaws, are directed or required to be exercised or done by the stockholders.

     Section 3.2. Number. The board of directors shall consist of such number as determined from time to time in the manner set forth in Article TWELFTH of the Second Restated Certificate of Incorporation. Directors need not be stockholders.

     Section 3.3. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation, except as may be otherwise provided in the certificate of incorporation. Nominations of persons for election to the board of directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the board of directors (or any duly authorized committee of the board) or (b) by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 3.3 and on the record date for the determination of stockholders entitled to notice of and to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 3.3.

     In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice in proper written form to the secretary of the corporation.

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     To be timely, the notice must be delivered to or received by the secretary of the corporation at its principal executive offices (a) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10^th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever occurs first; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10^th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever occurs first.

     To be in proper written form, a stockholder’s notice to the secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of the capital stock of the corporation which are owned beneficially or of record by the person and (iv) any other information relation to the person that would be required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its rules and regulations; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of the capital stock of the corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nominations(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required in connection with the solicitation of proxies pursuant to Section 14 of the Exchange Act and its rules and regulations. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

     No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 3.3. If the

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chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

     Section 3.4. Resignations. Any director of the corporation may resign at any time, by giving written notice to the chairman of the board of directors, if any, or to the chief executive officer, the president or the secretary of the corporation. Such resignation shall take effect at the time specified in the notice or, if no time is specified, immediately. Unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.

     Section 3.5. Meeting. The first meeting of each newly elected board of directors shall be held as soon as practicable after the adjournment of the annual meeting of stockholders. If such meeting is held immediately after the adjournment of the annual meeting of stockholders, the newly elected directors need not be notified of such meeting; otherwise, notice of the date, hour, and place of such meeting shall be given to each director. Additional meetings of the board of directors may be called by the chairman of the board of directors, if any, the chief executive officer or by two or more directors and may be held on any date, at any time and at any place designated in the notice of the meeting duly prepared and delivered to each director by the secretary or an assistant secretary or by the officer or one or more of the directors calling the meeting.

     Section 3.6. Notice. Notice of additional meetings of the board of directors, or of the first meeting of each newly elected board of directors if it is not held immediately after the adjournment of the annual meeting of the stockholders, shall be given to each director at least forty-eight hours before the meeting if by mail, at least twenty-four hours before the meeting if given in person or by telephone or telegraph, facsimile or other electronic means or such shorter notice as the person or persons calling such meeting may deem necessary or appropriate under the circumstances. Notice of a meeting need not specify the purpose of the meeting, except in the case of a proposed amendment or repeal of any provision of the by-laws.

     Section 3.7. Quorum. At all meetings of the board of directors, a majority of the directors then holding office, but not less than two, shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the Second Restated Certificate of Incorporation or these bylaws. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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     Section 3.8. Presiding Officer. The chairman of the board of directors shall preside at all meetings of the directors. In the event the office of chairman of the board is vacant, or in the event the chairman is absent, is unable or declines to preside at any such meeting, or has failed to delegate another member of the Board of Directors or elected officer of the Company to preside, the chief executive officer shall preside. If the office of chief executive officer is vacant, or in the event the chief executive officer is absent or is unable or declines to preside, a director may be empowered by the chief executive officer to preside In the event that such director is absent or is unable or declines to preside or no such director has been so empowered, the presiding officer at any such meeting shall be any director designated by the vote of a majority of the directors present at such meeting.

     Section 3.9. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action is taken on any matter shall be conclusively presumed to have assented to the action taken, unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

     Section 3.10. Meetings by Means of Conference Telephone. Unless otherwise provided by the Second Restated Certificate of Incorporation or these bylaws, members of the board of directors or any committee designated by such board may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at such meeting.

     Section 3.11. Action Without Meeting. Unless otherwise provided by the Second Restated Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or committee, as the case may be, and such written consent is filed with the minutes of the proceedings of such board or committee.

     Section 3.12. Committees of Directors. Unless otherwise specifically provided by the Second Restated Certificate of Incorporation or these bylaws, the board of directors may, by resolution passed by a majority of the whole board, designate one or more committees and the composition thereof, and from time to time shall name the

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chairman thereof Each committee shall consist of no less than two directors. The duties and functions of all committees shall be established from time to time by resolution passed by a majority of the whole board of directors. At all meetings of each committee, a majority of the members thereof, but not less than two, shall constitute a quorum for the transaction of business. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution establishing the committee, unless otherwise provided by law, the Second Restated Certificate of Incorporation or these bylaws, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution of the board of directors. Each committee shall keep regular minutes of its meetings and deliver them to the board of directors as the latter may require. The chief executive officer may, at the pleasure of the board, attend the meetings of each committee as a non-voting advisory participant.

     Section 3.13. Composition of the Board of Directors and Nominating and Audit Committees. So long as any shares of Class B Common Stock remain outstanding, the Nominating Committee shall not recommend to the board of directors any individual or individuals for election to the board of directors or for appointment to the Audit Committee, and the board of directors shall not nominate, elect or appoint any such individual or individuals, if, after such election or appointment, a majority of the members of the board of directors shall not consist of “independent directors” (as defined below) or the composition of the members of the Audit Committee shall not conform to the rules and regulations of the New York Stock Exchange then in effect. So long as any shares of Class B Common Stock remain outstanding, the “independent directors” of the Board of Directors shall, from time to time, name the members of the Nominating Committee which shall consist only of “independent directors.” The chairman of the Nominating Committee shall be selected from time to time by the members of the Nominating Committee.

     For purposes of determining an “independent director” eligible for membership on the board of directors or the Nominating Committee, an “independent director” is a director who is not:

          (a) William Wrigley or his spouse, (b) a lineal descendant of a great grandparent of William Wrigley or a spouse of any such lineal descendant, (c) at the time of determination, and was not at any time within the 3 year preceding such time, an officer or employee of the corporation or of any of its affiliates or subsidiaries,

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(d) the beneficial holder of more than 5% of the total number of shares of Common Stock and Class B Common Stock then outstanding, (e) a director, officer, employee or partner of any person or entity holding more than 5% of the total number of shares of Common Stock and Class B Common Stock then outstanding, (f) an owner, officer, partner or employee of a firm supplying banking, investment banking, legal or accounting services to the corporation or of a firm supplying any other services to the corporation other than services on an occasional and minimal basis or (g) an owner, officer, partner or employee of a purveyor of products to the corporation which amount to more than 1% of the annual sales of such purveyor of products. For purposes of clauses (f) and (g) a person should not be deemed an “owner” of another entity unless such person directly or indirectly owns 1% or more of the outstanding equity of such entity.

     Section 3.14. Compensation of Directors. As determined from time to time by the board of directors, the corporation may compensate each director, in a manner determined by resolution of the board, for his or her services, as a member of the board or any committee, including expenses of attendance at such meetings. Nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

Notices

     Section 4.1. Manner of Notice. Whenever written notice is required by law, the Second Restated Certificate of Incorporation or these bylaws, to be given to any director or stockholder, such notice may be given in by mail, addressed to such director or stockholder, at such person’s address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, facsimile, telex or cable.

     Section 4.2. Waiver of Notice. When notice is required to be given by law, the Second Restated Certificate of Incorporation, or these bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or

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convened. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in any waiver of notice.

ARTICLE V

Officers

     Section 5.1. Election and Appointment of Officers. The board of directors at its first meeting after the annual meeting of stockholders, or as soon as practicable thereafter, may elect a chairman of the board of directors and shall elect a chief executive officer, a president, a secretary, a treasurer, a controller and such other officers as the business of the corporation may require, including any other officers with or without a special designation relating to their duties. The board of directors or the chief executive officer may at any time or times appoint other officers, with or without a special designation relating to their duties, as the business of the corporation may require. Any officers so elected or appointed shall hold such office for such time as shall be determined by the board of directors or the chief executive officer, as the case may be. Two or more offices may be held by the same person except the office of treasurer and controller. The chairman of the board, if any, and the president shall be elected from among the directors. None of the other officers need be a director.

     Section 5.2. Duties and Powers of Officers. Subject to law, the Second Restated Certificate of Incorporation or these bylaws, each elected and appointed officer shall have such duties and powers as may be prescribed by these bylaws or, in the absence thereof, as may be prescribed by the board of directors or by the chief executive officer from time to time. The authority to vote or delegate others to vote the shares of stock owned by the corporation in its various subsidiaries at their respective meetings of stockholders shall be vested in the chairman of the board, if any, the chief executive officer, the president, any executive vice president, any senior vice president, the chief financial officer, the vice president-corporate affairs, the controller, the treasurer, the secretary, or any of them.

     Section 5.3. Removal and Resignations. Any officer may be removed at any time, with or without cause, by majority vote at any meeting of the board of directors at which a quorum is present. Any person holding an appointive office may also be removed at any time, with or without cause, by the chief executive officer. Any officer may resign at any time by giving written notice to the board of directors or the chief executive officer.

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     Section 5.4. Vacancies. Any vacancy occurring in any elective or appointive office of the corporation for any reason may be filled by the board of directors or the chief executive officer for the unexpired portion of the term thereof.

     Section 5.5. Chairman of the Board of Directors. The chairman of the board of directors may preside at all meetings of the stockholders and directors; he or she shall act in a general advisory capacity in connection with the business and affairs of the corporation; and he or she shall perform such other duties as may be prescribed from time to time by the board of directors.

     Section 5.6. Executive Chairman. The executive chairman of the corporation shall have the authority to advise the Chief Executive Officer and the Board on issues related to strategy, innovation and culture, as well as to act in concert with the Chief Executive Officer as a spokesperson for the corporation.

     Section 5.7. Chief Executive Officer. The chief executive officer of the corporation shall have general supervision, direction, and control of the day-to-day affairs, and the officers of the corporation, subject to the authority of the board of directors and shall ensure that all orders and resolutions of the board of directors are carried into effect and shall perform such other duties as may be prescribed from time to time by the board of directors.

     Section 5.8. President. The president may be the chief operating officer of the corporation. In the event the offices of chief executive officer and president are not held by the same person, the president shall assist and report directly to the chief executive officer, and shall perform such other duties as shall be prescribed from time to time by the board of directors or the chief executive officer.

     Section 5.9. Secretary. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and, unless someone else is otherwise designated by the presiding officer of the meeting of stockholders, shall record all votes and the minutes of all proceedings. As required, the secretary, or an assistant secretary, shall perform like duties for committees of the board. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors, and the secretary or the assistant secretary, if there be one, shall give, or cause to be given, notice of all meetings of the committees of the board, and each shall perform such other duties as may be prescribed by the board of directors or the chief executive officer, under whose supervision such office shall be. The secretary shall keep in safe custody the seal of the corporation and, when authorized by the board, or any committee thereof, the chairman of the board, the chief executive officer or such other

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officers as may be designated from time to time by the board of directors or the chief executive officer, shall affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of an assistant secretary, if there shall be one. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by the signature of such officer. The secretary shall perform such other duties as may be prescribed from time to time by the chief executive officer or the board of directors.

     Section 5.10. Treasurer. The treasurer shall have custody of and shall keep an account of all monies, funds, and property of the corporation; and shall render such accounts and present such statements to the board of directors or the chief executive officer as they may require. The treasurer shall deposit all funds of the corporation in such banks or other depositories as the board of directors may from time to time designate; provided, however, that the board of directors may, by resolution, delegate to the chief executive officer and any other officers of the corporation the authority to designate banks and other financial institutions for the funds of the corporation; shall keep all bank accounts in the name of the corporation; shall endorse or shall cause to be endorsed, for collection the bills, notes, checks, and other negotiable instruments received by the corporation; shall sign, or shall cause to be signed, all bills, notes, checks, and other negotiable instruments of the corporation; shall pay out, or shall cause to be paid out, of money as the business of the corporation may require, taking proper vouchers therefor; provided, however, that the board of directors shall have the power, by resolution, to delegate any of the duties of the treasurer to any other officer and to provide for the signing of bills, notes, checks, vouchers, or other instruments by other officers or employees.

     Section 5.11. Controller. The controller shall be the chief accounting officer of the corporation; shall have charge and control of the books and accounts and the internal accounting system of the corporation; and shall render such reports to the board of directors and the chief executive officer as they may require. The controller shall not be an authorized signer of any check, note, or other instrument transferring funds of the corporation or borrowing any money in its name. The controller shall perform such other duties as may be prescribed from time to time by the chief executive officer or the board of directors.

     Section 5.12. Salaries. All remuneration of the chairman of the board and/or the executive chairman, if any, the chief executive officer and the president shall be established by the board of directors or the Compensation Committee of the board of directors. The remuneration of all other officers, whether elected or appointed, shall be established by the chief executive officer.

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     Section 5.13. Succession of Officers. In the event that the office of chief executive officer is vacant, or in the event the chief executive officer is absent or unable to act, the officers, in the order of succession as may be designated for such purpose by the board of directors from time to time, shall, except as otherwise specifically provided for in these bylaws in the case of presiding at meetings of directors and stockholders, perform the duties and exercise the powers of the chief executive officer. If the board of directors shall not have made such a designation, the officers, in the order of succession as may be designated for such purpose by the chief executive officer from time to time, shall, except as otherwise specifically provided for in these bylaws, perform the duties and exercise the powers of the chief executive officer. If the board of directors or the chief executive officer shall not have made such designation, the elected officers, if any, in the order elected at the most recent annual election of officers, shall perform such duties and exercise such powers. In the event there are no elected officers, or they are absent or unable or decline to act, the appointed officers, in the order appointed at the most recent election of officers, shall perform such duties and exercise such powers.

ARTICLE VI

Voting Power, Contracts and Checks

     Section 6.1. Voting of Stock Owned by the Corporation. The chairman of the board of directors, if any, the chief executive officer, or any other officers as may be specifically designated by the board of directors, or by the chief executive officer, shall have full power and authority to attend any meeting of stockholders of any corporation in which the corporation may own stock, and shall possess and may exercise on behalf of the corporation any and all rights and powers incident to the ownership of said stock, including the power to vote said stock, and to sign any proxy or power of attorney authorizing the person named therein to do so.

     Section 6.2. Signing of Contracts. The chairman of the board of directors, if any, the chief executive officer, or any other officers as may be specifically designated by the board of directors or by the chief executive officer shall execute and deliver on behalf of the corporation any contract, deed, lease, or other instrument required in the usual course of its business, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the board of directors or the chief executive officer to an agent of the corporation.

     Section 6.3. Checks. Checks, demands for money, notes, or other evidences of indebtedness of the corporation shall be signed by the treasurer or such

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officer or officers (other than the controller or divisional or unit controllers) or such other person or persons as the board of directors or the chief executive officer may from time to time designate. The facsimile signature of the corporation’s name may be used to sign such instruments in lieu of the signatures of such officers or persons, and the signatures of officers or other persons authorized to sign such instruments may be facsimiles.

ARTICLE VII

Certificates of Stock

     Section 7.1. Certificates of Stock. If certificates of stock of the corporation are issued as evidence of the ownership thereof, they shall be numbered, which, along with appropriate information to identify ownership, shall be entered in the books of the corporation as they are issued. Each certificate shall exhibit the holder’s name and number of shares represented thereby, and shall be signed, which signature may be a facsimile thereof, by any of the executive chairman, the chief executive officer or the president, and the secretary or an assistant secretary or the treasurer or an assistant treasurer. If any stock certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, any other signature may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue. In the event of the alleged loss or destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms in conformity with law as the board of directors may prescribe from time to time.

     Section 7.2. Certificateless Ownership. The corporation is not required to issue stock certificates to evidence the ownership thereof. If no certificates are issued then information sufficient to identify ownership thereof shall be entered in the books of the corporation. The corporation shall issue a stock certificate upon the request of the owner thereof.

     Section 7.3. Stock Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and upon the request by the beneficial owner or the owner of record, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and to cancel the old

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certificate and record the transaction upon its books. Unless specifically requested to issue stock certificates, the corporation may maintain all transfers of ownership only on its records.

ARTICLE VIII

Amendments to Bylaws

     Section 8.1. Amendments by Stockholders. These bylaws may be amended or repealed, unless otherwise prescribed by law or the Second Restated Certificate of Incorporation, and new bylaws may be adopted, at any annual or special meeting of the stockholders at which a quorum is present by the vote of the stockholders representing a majority of the votes entitled to vote, present in person or represented by proxy, provided notice of the proposed amendment or repeal is contained in the notice of such annual or special meeting, and provided further, that no provision of the bylaws establishing the manner in which the date of such annual meeting is determined shall be amended within sixty days before the date fixed by the board of directors on which the annual meeting of stockholders is to be held that year.

     Section 8.2. Amendments by Directors. These bylaws may be amended or repealed, unless otherwise prescribed by law or the Second Restated Certificate of Incorporation, and new bylaws may be adopted, by the affirmative vote of a majority of the board of directors at any meeting thereof at which a quorum is present, if notice of the proposed amendment or repeal is contained in the notice of such meeting.

ARTICLE IX

General Provisions

     Section 9.1. Fiscal Year. The fiscal year of the corporation shall be the calendar year.

     Section 9.2. The Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation, and the words “Corporate Seal, Chicago, Illinois.” Said seal may be used by causing it or a facsimile thereof to be impressed or axed or otherwise reproduced.

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EX-13

WINNING AS A GLOBAL CONFECTIONERY COMPANY

William Wrigley, Jr. (left) Executive Chairman and Chairman of the Board William D. Perez President and Chief Executive Officer

A MESSAGE FROM BILL WRIGLEY, JR. To our Shareholders and the Worldwide Wrigley Team: 2006 was quite a year. We made significant changes to our operations and organizational structure, strengthened our global presence and delivered our financial plan, achieving sales of $4.7 billon. This is the seventh year in a row that we have delivered earnings per share growth in the 9-11% range¹, while at the same time diversifying our business and investing for the future. Why do we continue to modify and improve our historically successful business model? As I have said before, smart organizations anticipate the need for change ... and change ... before it becomes necessary. One Team, One Focus ... Winning as a Global Confectionery Company When I wrote my first letter to you as CEO in our 1999 Annual Report, I shared my vision for Wrigley and talked about a new era of “accelerated evolution and aggressive expansion” for our Company. Since then, we have worked as one team, fundamentally transforming our Company and our culture. If you ask our associates, they will tell you. While we remain true to our core values, we are more aggressive, we encourage measured risk, and we are more disciplined with the investment of our resources. We are focused on our consumers and delivering innovation to the marketplace, and we are collaborating and communicating better than ever. As a result, since 2001, we have nearly doubled sales, grown share in key geographies, and increased earnings by a compounded annual rate of 10%¹.We are delivering results that put us in the top tier of our industry. Among the leading consumer packaged goods companies, we rank in the top three for delivering operating income gains and operating margins, and we are one of only two companies that has consistently delivered double-digit sales growth and maintained gross margins of better than 50%. “ Smart organizations anticipate the need for change ...and change...before it becomes necessary.” What drives our consistent performance? It is the vitality of our core gum business, relentless innovation, as well as the power of our expansive global footprint. This rock-solid foundation provides Wrigley with the resources and marketplace strength to

grow our core business, diversify our product line and build our portfolio of global brands organically and through acquisition. Today, we are not only the world’s largest gum company, we are the fourth largest confectionery company in the world — moving up two spots on this list in the last year alone. By expanding into confections in a substantial way, we enhance our ability to grow our business, strengthen our competitive position, and increase opportunities to build shareholder value. Acceleration Through Acquisition This past year marked the first full year of our ownership of the Altoids, Life Savers, Creme Savers and Sugus brands. We knew that the job before us was to rejuvenate great brands that had suffered from limited innovation and marketing support before we took them over, and we knew it would require focus and investment to reverse their course. We successfully and quickly integrated them into our operations and field sales organization in 2005. In 2006, we streamlined their production, built back points of distribution, launched new innovations and invested significantly in brand support to drive consumer awareness and purchase. While some of these initiatives have taken longer to produce results than we would have liked, these brands are building momentum. In the U.S., Life Savers has been very responsive to new innovation and brand support and the Altoids mints business is trending in the right direction. In Asia, Sugus is delivering against its first year plan in China and the brand has been launched successfully in Vietnam. Our plans for 2007 include additional new brand support and great innovation, which will continue to drive these brands and increase their contribution to the business. Recently, we moved forward with an additional opportunity to diversify our business. In February 2007, we acquired an 80 percent interest in A. Korkunov, a privately held premium chocolate company in Russia, with the remaining 20 percent to be acquired over time. A. Korkunov — the company’s namesake product — is the top-selling brand in Russia’s highly competitive premium-boxed chocolate segment, and the company overall is the No. 2 player in that category. “ We recognized early in 2006 that we had work to do in several key areas.” We have always said we would enter the chocolate category if the right opportunity to create value for the Company and our shareholders came along — and this acquisition presents such an opportunity. It gives us increased competitive advantage in a strategic and strong Wrigley geography. It also provides us with a low-risk entry into chocolate and the chance to learn and innovate in the category — with the potential to apply these learnings to other geographies and benefit from the attractive growth and margin opportunities the premium chocolate segment has to offer.

NET EARNINGS NET SALES millions of dollars 584¹ billions of dollars 4.7 545¹ 4.2 493 3.6 446 3.1 402 2.7 363 2.4 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 Making Changes for the Better In addition to generating growth during the year, we recognized early in 2006 that we had work to do in several key areas. In supply chain, we needed to improve our customer service and address certain supply chain issues, particularly in the U.S. Our marketing approach needed to evolve to keep pace with the lives of our consumers. And, we needed to sharpen our focus on those business and geographic priorities that drive business results. Also important was breaking down barriers to fast and effective decision making and commercialization of great ideas. As with many companies experiencing rapid growth, bureaucracy was creeping into our operations and interfering with the speed of our decision-making. We saw it. We stopped it, and we are now as nimble as we’ve ever been. A fundamental component of our 2006 plan was sharpening our focus and aligning the entire Wrigley team on those areas of our business that will accelerate our ability to grow in 2007 and beyond. Prioritizing our Key Geographies While Wrigley does business in more than 180 countries, and we are growing sales in all regions, we are focusing on winning in those geographies where there is the largest population and greatest opportunity. In the U.S., our largest marketplace, we have maintained a high level of share and are twice the size of our nearest competitor. While several competitive products were launched in 2006, the Wrigley business showed resilience and strength — in fact many of our brands continued to grow in a year of increased competition. While there is always a period of trial when a new product enters the marketplace, the true test is staying power. As the marketplace leader, we are committed to the long-term and will continue to benefit from overall category growth. “In China, Russia and India, three priority geographies for Wrigley, we are driving exceptional double-digit category growth rates.” In China, Russia and India, three priority geographies for Wrigley, we are driving exceptional double-digit category growth rates. In China, we are the clear leader in the gum category and, despite increased competition, we have grown to become the #1 confectionery player in this country. In Russia, our gum share is three times as large as the next competitor — and innovation is driving consumption and growth in confections. In India, while operating off of a smaller base, we are increasing share with Boomer bubble gum and the fastest growing brand in the gum category, Orbit.

FINANCIAL HIGHLIGHTS 2006 2005 Net Earnings $ 529,377 $ 517,252 Diluted EPS $ 1.90 $ 1.83 Sales $ 4,686,011 $ 4,159,306 Dividends Paid $ 276,021 $ 241,669 Additions to Property, Plant and Equipment $ 327,758 $ 281,769 Stockholders’ Equity $ 2,388,092 $ 2,214,422 Return on Average Equity 23.0% 23.5% Stockholders of Record 40,986 41,105 Dilutive Shares Outstanding 278,399 282,284 In thousands of dollars and shares, except per share amounts and stockholders of record. For additional historical financial data see page 32. (1) This discussion of net earnings is a “non-GAAP” financial measure.The Company believes this measure provides its shareholders with additional information about its underlying results and trends, as well as insight into management’s view of operating results. Refer to the MD&A (page21) for further discussion of operating results in accordance with U.S. GAAP.The following table reconciles the “non-GAAP” net earnings to net earnings in accordance with U.S. GAAP: 2006 2005 000’s Per Share 000’s Per Share Net earnings, excluding restructuring and stock option expense $ 584,213 $ 2.10 $ 544,805 $ 1.93 Restructuring expense, net of tax (A) 31,011 0.11 27,553 0.10 Stock option expense, net of tax (B) 23,825 0.09 — - Earnings per share, as reported under U.S. GAAP $ 529,377 $ 1.90 $ 517,252 $1.83 (A) Management has excluded restructuring expense as it is viewed as nonrecurring costs incurred to improve production operations. (B) Management has excluded stock option expense as it is due to a new accounting requirement in 2006 and not comparable to other periods. While these high population countries are growth engines for the business, we continue to drive our business in all geographies and focus resources on countries that are particularly competitive, including Mexico and the U.K. We know that our historically high share will be challenged in the U.K. in 2007, but we are prepared and believe that with the right investment, the U.K. will continue to be one of our strongest marketplaces and we will continue to grow our business there. Improving our Supply Chain and Customer Service In 2006, we made significant operational and leadership changes in our supply chain organization. By better leveraging the strong talent of our Global Supply Chain Team and focusing our people and resources on the right things, we took a huge step forward in improving service to both our retail customers and our consumers. Changes in this important arena directly impact our overall speed, flexibility, efficiency and margins, and will support our continued growth and diversification in the future. Strengthening our Brand Equity By creating the new position of Chief Marketing Officer and reinvigorating our approach to marketing, we are adding new energy and strength to our brand-building efforts.We are making dynamic changes to how we connect with consumers, measure our results and build our global brands. We are leveraging new media channels and technology, while delivering more relevant creative content — recognizing the dramatically changing

lifestyles of our consumers.With this new approach, we are translating consumer insights into world-class marketing that is original, compelling and drives business growth. Driving Innovation and High Performance Innovation continues to be our lifeblood, and our ongoing investment in innovation paid dividends in 2006 with new commercialized products, flavors and packages, including items like Doublemint Twins mints, Eclipse Fusion, Dark Chocolate Dipped Altoids and our unique bottle packaging in China, France and the U.S. We know that to win, we need powerful ideas with the capacity to captivate our consumers.We also must concentrate on those top-tier initiatives that have the greatest potential for growth, return on investment, and strategic impact on the business. Expanding our Leadership Team Finally, and perhaps most importantly, we continued to strengthen our Wrigley team through both development and promotion of Wrigley associates and the addition of top leadership talent, including Bill Perez as President and CEO of the Wrigley Company. Bill Perez brings to our already strong leadership team solid CEO experience at two companies with outstanding brand portfolios — Nike and SC Johnson. He is perfectly suited for this new position and is a great fit with our Company and our culture. Bill is leading all operations, advancing our growth strategy, and driving results for our business. In my full-time role as Executive Chairman and Chairman of the Board, I will work closely with Bill to advance our long-term strategy, drive innovation, develop our talented Wrigley team and strengthen our high-performance culture. In fact, my new role is giving me an even greater opportunity to focus on key growth strategies that will set the course for our future. I firmly believe that creating distinct and complementary roles for Bill Perez and me will drive our dynamic, global Company. We’ve already seen the benefits of dividing our leadership responsibilities over the past few months, and together, we are dedicated to building a stronger Company that is an even more powerful force in the global confections industry. In summary, 2006 was a year of great progress. We delivered on our business strategy, and we produced healthy top-line growth and earnings per share in line with our long-term goals. We improved our processes, advanced innovation, built momentum in our acquired brands and successfully executed our growth plans. However, while we have no control over the stock market, I must admit that I was disappointed with the performance of Wrigley stock during the year. It did not, in my opinion, reflect our performance for the year, nor the fundamental strength, resilience and profitability of the Company.That said, we will not waver from our belief that investing in the business and making the right decisions for the long-term health and prosperity of the Company are the best ways to deliver shareholder value.We are confident that as our strategies continue to deliver results, our performance will be reflected positively in our share value.

A Winning Team Throughout the year, what I found most rewarding was the commitment and leadership of our people. In a year of great change and growth, the team has demonstrated resilience and remarkable energy.We are working together as one team with one focus — winning as a global confectionery company. Every Wrigley associate has contributed to our success and helped bring us closer to our aspirations. I admire and appreciate their extraordinary dedication. “ In a year of great change, the team has demonstrated resilience and remarkable energy.” I also would like to extend a special thanks to the teams at our Chicago Factory and L.A. Dreyfus operations in New Jersey — two facilities we closed in 2006. In the year and a half since we announced our intention to discontinue operations at these two facilities, these teams have demonstrated pride, integrity and commitment to a job well done during a time of personal challenge. It is with their help that we successfully transitioned production as of December. I am pleased that many of them have relocated to other U.S. facilities, where we know they will continue to contribute to our business. To all of the Chicago Factory and L. A. Dreyfus associates and their families, I extend my sincere thanks and very best wishes. Looking ahead, we have a powerful 2007 plan in place, with great new products, creative marketing, continued investment and an aggressive strategy to win in a competitive marketplace. We are already off to a fast start with the A. Korkunov acquisition and several new product introductions in the first quarter. I have tremendous confidence in our leadership team, and I anticipate another year of growth and momentum. In closing, I want to thank our Board of Directors for their strong and thorough governance of the Company. I also want to express my appreciation to you, our shareholders, who value our honesty, integrity and long-term perspective on growth and investment ... and demonstrate your faith in our future by investing with us. With your support, we will continue to lead the category and reap the benefits of our high- level innovation, renewed focus, and continued investment in our brands and our people. Sincerely, William Wrigley, Jr. Executive Chairman and Chairman of the Board

A MESSAGE FROM BILL PEREZ To our Shareholders and the Worldwide Wrigley Team: The business results for 2006 are a testament to the outstanding leadership of Bill Wrigley, Jr. and the Executive Leadership Team, as well as the passion demonstrated every day by associates throughout the Company. This is truly a great team and I am honored to now be part of it. The first thing I wanted to do when I began in October was to meet as many people as possible and to listen and to learn. Over the last months, I have had the chance to visit with thousands of Wrigley associates on four continents, and I am impressed with the caliber of the people and their talent. This is a diverse, global team with a competitive spirit. “ This is truly a great team and I am honored to now be part of it.” And this winning attitude is important. The confectionery industry is highly competitive and dynamic. I have been very pleased to see how our organization has been able to anticipate the need for innovation and change while keeping focused on bringing in the numbers. During 2006, the Company integrated an acquisition in multiple countries, addressed significant competitive pressures, realigned our supply chain organization, introduced a new leadership model and never lost sight of sales and earnings targets. My job is to make sure that we continue to build on this momentum, focus our energy and resources on big wins, deliver the numbers and continue to grow and develop our Wrigley team. Going into 2007, we have some great opportunities: · Wrigley has a remarkably strong portfolio of brands that stand for quality and are loved by consumers around the world. • We are expanding our horizons with entry into new confectionery categories that hold great potential for us. • Our investment in innovation and global marketing platforms has accelerated the pace of new product development and we have an exciting pipeline of new products for 2007 and beyond.

· We have strong local teams building Wrigley brands and consumption of our products around the globe, and in particular, in the world’s largest and fastest- growing geographies including China, India and Russia. • We have extraordinary depth of retail product distribution around the world and solid relationships with global retailers across all channels of trade. “ My job is to make sure that we continue to build on this momentum, focus our energy and resources on big wins, deliver the numbers and continue to grow and develop our Wrigley team. ” In sum, we are well positioned in our key geographies and categories for future growth. That said, we also have some challenges: • We are off to a great start in the confections segment and have achieved category leadership in a number of marketplaces in a relatively short period of time. However, this is still a young business for us and we must continue to nurture our confectionery businesses around the world. • The growth and profitability of the gum category has not gone unnoticed by our competitors. We cannot allow our leadership in gum to mitigate our sense of urgency when it comes to driving our business. • We must be at the leading edge in our marketing communication — not only delivering fresh and memorable creative content, but also maximizing the productivity of our substantial investment in brand support. • We can also do a better job of leveraging our global presence and focusing efforts even more on big ideas that can be rolled out to our consumers globally or regionally — rather than country by country. • Finally, we need to continue to make smart choices about resource allocation.Wrigley has built impressive infrastructure in innovation, sales, marketing and supply chain, and we must capitalize on these assets and control expenses to drive bottom-line results. Wrigley has a powerful legacy as well as a vision, roadmap and strategy for growth as a total confectionery company. It is my pleasure to be working in partnership with Bill Wrigley, Jr., the Executive Leadership Team and Wrigley people around the world to advance this vision and deliver value to our consumers, our retail customers and our stockholders. Respectfully, William D. Perez President and Chief Executive Officer

Executive Leadership Team In addition to Bill Wrigley, Jr. and Bill Perez, the team includes: Top row (L to R): Peter Hempstead; Ralph Scozzafava; Howard Malovany Bottom row (L to R): Surinder Kumar; Reuben Gamoran; Dushan Petrovich

BILL WRIGLEY, JR. AND BILL PEREZ RESPOND TO COMMONLY ASKED QUESTIONS: Q: Where do you expect top-line growth to come from in the future? A: PEREZ We are generating healthy top-line growth in several ways. Our first priority is building brands by using consumer insights and innovation to bring relevant and sustainable offerings to the marketplace and increase consumption of our products. Internal development and acquisition will both fill this product pipeline and help us expand our participation in new confectionery categories. We also look at opportunities to increase distribution of our Wrigley brands. This includes geographic expansion as well as leveraging every potential sales channel in a marketplace. Whether it is a tiny corner store, a giant hyper-market or a non-traditional outlet like a home improvement center, our goal is to ensure that Wrigley brands are present everywhere our consumers shop. Q: Why is A. Korkunov a good strategic fit for Wrigley? A: WRIGLEY This acquisition marks the next step in the evolution of the Wrigley Company as a total confectionery player. We have always said we would enter the chocolate category of the total confectionery business if the right opportunity to create value for the Wrigley Company became available — and this acquisition presents such an opportunity. A. Korkunov has strong brands and is a key player in the premium chocolate segment in Russia — where we are the No.1 player in chewing gum. Entering into the premium chocolate business is not only a great strategic fit and a driver of new growth opportunities in one of our top priority global geographies, but it also represents an important addition to our competencies and has the long-term potential to create value in marketplaces around the world. Q: Is there something you learned during the acquisition of Altoids, Life Savers, Creme Savers and Sugus that you would apply to your new acquisition? A: WRIGLEY We are very positive about the acquisition of this family of brands. We knew going into the transaction that it would take time and investment to successfully re-energize them and were prepared to take the time to do it right because we believe there is real upside opportunity. Some factors beyond our control slowed the closing process and we were disappointed that this delayed some of our efforts, but we have successfully integrated the brands into the business and they are gaining traction in the marketplace. An organization learns during every major event, and I know that we have learnings that will apply to our purchase of A. Korkunov. However, there are also a lot of differences between the two transactions, including the fact that A. Korkunov’s management will remain in place and will continue to run the day-to-day business while helping Wrigley understand the premium chocolate business. Q: Do you anticipate that margins will ever be restored to their historic levels? A: PEREZ Those higher gross margin levels in the past were achieved at a time when our category opportunities were narrower, our top-line growth and pace of innovation were slower, and the percentage of our business in fast-growing, developing geographies was smaller. The expansion of our product portfolio, the growth of our non-gum confectionery offerings and our ongoing investment and expansion in geographies like India, Russia, China and Mexico have brought average gross margins down but have opened up a world of opportunities for our Company in terms of

future growth.Acceleration of our innovation and expansion of our confectionery business across key geographies are delivering strong, double-digit, top-line revenue increases, putting us near the head of the pack in terms of our consumer goods peers. And very few of those peers enjoy gross margins anywhere near our current levels — in excess of 50%. Even with that, we recognize and are working toward even greater efficiencies in supply chain activities for our core gum products, and we continue to see opportunities for margin improvements with our acquired confectionery brands. Going forward, we are committed to maintaining a product portfolio that helps us drive consumption and sales while at the same time delivering attractive margins that help drive profits and create resources for additional investment in the business. Q: Brand support as a percent of sales was lower in 2006 versus 2005. Do you expect that trend to continue? A: PEREZ I would not read too much into that. Brand support increased in absolute dollars from 2005 to 2006 and reflected the impact of the acquired confectionery brands — for which we are still building support levels. On the other hand, shifts to less traditional and better targeted media and other efficiencies, including the consolidation of our media buying with two agencies, allowed us to achieve more bang for our marketing dollar. Bottom line,Wrigley continues to spend aggressively against its brands and at the higher end of the consumer packaged goods industry. And, we are constantly adjusting our marketing mix and exploring new means for connecting with our consumers in smart, creative and increasingly effective ways. Q: Competition has been intense in 2006. How are you defending your share, particularly given the U.S. is your largest marketplace? A: PEREZ Over the past five years, our share of dollar sales in the U.S. has increased by 9 share points. While there has been some slippage in 2006, it was in a single category segment — sugar sticks — and plans are already in place to revitalize this piece of the business. Orbit remained the fastest growing major brand in the U.S. increasing its dollar share by almost 4 share points. Please keep in mind that we focus on making smart decisions that help us compete effectively while building brands for the long term. At the end of the day we both grow and defend our share on a global basis by delivering consumer-relevant products, new innovation and unsurpassed quality. Q: How will the role of Executive Chairman and President & CEO work together? A: WRIGLEY Given Wrigley’s tremendous growth of the past few years and today’s commercial and governance climate, I firmly believe that separating the Chairman role from that of the President and CEO will help our company divide and conquer the many responsibilities inherent in running an organization of this size and global reach. A: PEREZ Bill and I are completely aligned as to the direction of this company and excited about our partnership. We have worked hard to define distinct and complementary roles that will give the Company the focus and leadership it needs to drive our dynamic, competitive global company.

Successful innovation is as much science as it is imagination IGNITING IMAGINATION Delighting consumers is at the heart of what we do. In 2006, Wrigley continued to bring fresh tastes, formats and packaging to consumers of all ages with more than 80 new innovations around the globe. This tremendous output of ideas comes from our Global Innovation Center (GIC), where teams collaborate to create the “big ideas” that will win with consumers. Some of these ideas included Excel Fuse, an outstanding gum that combines refreshing mint and fruit flavors, and new confectionery items like Life Savers Fruit Splosions and Doublemint Twins mints. Successful innovation in confectionery products is as much science as it is art. It takes both technical “know how” and imagination, and it requires that we focus our passion, energy and resources on the ideas that will mean the most to our consumers and to the business. At the GIC, the creative development of new products revolves around the Consumer Center, a world-class facility that provides real-time insights into what consumers want and feedback on new products, flavors and packages throughout the development process. Innovation doesn’t just happen in the GIC. To take a new Wrigley product from the lab to your local store, teams of Wrigley associates in procurement, manufacturing, marketing, merchandising and sales drive new product initiatives and apply their own expertise and creativity in ensuring that Wrigley innovations will be profitable, engaging and successful on the retail shelf.

20% OF 2006 SALES CAME FROM NEW PRODUCTS. ENSURING QUALITY AND VALUE Wrigley associates are proud of what our brands stand for and the value that they deliver. They also know that leadership in the global confectionery marketplace demands superior product performance. Wrigley is committed to building its brand quality at every level — from the development of formulas and purchase of ingredients, to package design and ultimately manufacturing the finished product. With the pace of growth and diversification increasing, the worldwide manufacturing team at Wrigley is challenged to learn new manufacturing processes and increase efficiencies and production volumes on a regular basis. The Wrigley Manufacturing Gold Standard — “Excellence in Quality — Everywhere, Every Time” — ensures that we are delivering the highest level of quality at the lowest possible price —in every one of Wrigley’s 21 global manufacturing facilities and on every production line. In 2006, manufacturing piloted a new program designed to uphold and continuously deliver against the Gold Standard for Quality.The program identified key control elements in manufacturing processes and by fine-tuning these elements, several key manufacturing sites in Asia have improved their efficiency and product quality. With this success, the program is now being rolled out across Wrigley’s worldwide manufacturing facilities and will help our brands delight consumers and outperform the competition.

Excellence in Quality — Everywhere, Every Time DELIVERING BIG WINS Around the world, Wrigley teams are growing the business by working together and by sharing great ideas. In China,Wrigley’s largest marketplace outside of the U.S., the opportunities for growth remain impressive. 2006 proved to be another banner year for Wrigley China, as the team rallied to break a new sales record. Early in the year, the China team aligned behind this opportunity, and identified how the entire organization, and in particular supply chain, sales and marketing, would work together to achieve their goal.Through their tremendous efforts, Wrigley China achieved their aspiration, delivered double-digit gains in sales and continued to build their leadership in the Chinese confectionery business. Wrigley Russia scored a major success through diversification. Juicy Fruit Jelly Chews provided a new kind of win for one of the oldest Wrigley brands by capturing the imagination and taste buds of a whole new generation of consumers with fun, gummie candies. Only eight months after its launch, Juicy Fruit Jelly Chews achieved a strong share of gummie sales and became a candy favorite. Russia is diversifying even more through acquisition. With the Company’s purchase of A. Korkunov, Wrigley is entering the premium chocolate category and expanding its position as a leading confectioner in Russia. In France, Wrigley boosted the gum category, and sales of Airwaves and Freedent gum brands, by being the first to market with a convenient and innovative new bottle pack.This particular success is an example of cross-pollination of great ideas. First introduced in China, the bottle pack is now delivering business growth in other Wrigley geographies. Wrigley France has captured the lion’s share of gum sales in the bottle and has been recognized by the retail trade as innovators in the gum category. Transplanting and nurturing big ideas to grow global brands

CONNECTING WITH CONSUMERS WM.Wrigley Jr. Company I 2006 Annual Watch out, world, Wrigley marketers around the globe are igniting a revolution! Life for our consumers has changed and it’s imperative that our approach to connecting with them is relevant and impactful.The age of static billboards is over, and the fast-paced world of mobile devices, text messaging and online social networking is going strong. Only brands that can reach their consumers in fresh, relevant ways will win. In 2006, Wrigley Marketing embraced a new attitude to tackle the challenges of today’s marketing communication. We call it “Igniting the M — Drive.” At the core of the initiative is evolving the way we cut through the info-clutter and establish bonds between our consumers and our brands. Great executions in 2006 included the launch of Eclipse mints in Hong Kong and Taiwan where the creative use of cabs, phones and airline tickets as vehicles for branding captured the attention of consumers on the go. In the U.S., Wrigley’s Extra brand lit up the night with music and dancing at the Extra Long Dance-A-Thon in New York’s Times Square. The event matched the long-lasting flavor of Extra with the endurance of dancers as they helped raise money to support dancing programs for New York school kids. Interactive and engaging communications will continue to weave Wrigley brands into the fabric of everyday life and connect with consumers on an emotional level. Weaving Wrigley brands into everyday life in fresh, new ways

Board of Directors WILLIAM WRIGLEY, JR. Director of the Company since 1988 Principal Occupation: Executive Chairman of the Company since 2006, Chairman of the Board since 2004, President and Chief Executive Officer of the Company from 1999 to 2006, Vice President of the Company from 1991 to 1999 and Assistant to the President from 1985 to 1992. JOHN F. BARD Director of the Company since 1999 Committees: Audit Committee and Corporate Governance Committee Principal Occupation: Senior Vice President from 1991 until 1999 and Executive Vice President from 1999 until 2000, when he retired from the Company. Other Directorships: Weight Watchers International, Inc. and Sun-Times Media Group, Inc. HOWARD B. BERNICK Director of the Company since 2001 Committees: Audit Committee and Compensation Committee Principal Occupation: President of Bernick Holdings, Inc., since November 2006. President and Chief Executive Officer from 1994 to 2006, and a member of the Board of Directors from 1986 to 2006, of Alberto-Culver Company, a global manufacturer, marketer and distributor of beauty and hair care products. THOMAS A. KNOWLTON Director of the Company since 1996 Committees: Chairman of the Compensation Committee Principal Occupation: Dean of the Faculty of Business at Ryerson University, Toronto, Canada from 2000 until retirement in 2005. Executive Vice President of the Kellogg Company from 1992 until 1998. President of Kellogg North America from 1994 until 1998. Other Directorships: Sun-Rype Products Ltd. Committees of the Board of Directors AUDIT Richard K. Smucker, Chairman John F. Bard Howard B. Bernick Alex Shumate

WILLIAM D. PEREZ Director of the Company since 2006 Principal Occupation: President and Chief Executive Officer of the Company since October 2006. President and Chief Executive Officer of Nike, Inc. from 2004 until 2006.President and Chief Executive Officer of S.C. Johnson & Son, Inc. from 1997 to 2004. JOHN RAU Director of the Company since 2005 Committees: Compensation Committee and Corporate Governance Committee Principal Occupation: President and Chief Executive Officer since 2002, and Director since 2003, of Miami Corporation, a private holding company founded in 1917. Formerly, Mr. Rau was President and Chief Executive Officer of Chicago Title Corporation and Chicago Title and Trust Company from 1997-2000 and Dean, The School of Business, Indiana University from 1993-1996. Other Directorships: Nicor Inc. and First Industrial Realty Inc. and Trust, Inc. MELINDA R. RICH Director of the Company since 1999 Committees: Chairman of the Corporate Governance Committee Principal Occupation: President of Rich Entertainment Group since 1994. Vice Chairman since 2006, and a Director and Managing Shareholder since 1998, of Rich Products Corporation, Buffalo, New York, a multinational, privately-held, family-owned manufacturer and distributor of food products. Other Directorships: M&T Bank Corporation, Buffalo, New York STEVEN B. SAMPLE Director of the Company since 1997 Committees: Compensation Committee and Corporate Governance Committee Principal Occupation: President of the University of Southern California since 1991. Other Directorships: Intermec, Inc., AMCAP Fund Inc. and American Mutual Fund, Inc. ALEX SHUMATE Director of the Company since 1998 Committees: Audit Committee and Corporate Governance Committee Principal Occupation: Partner of the law firm Squire, Sanders & Dempsey, L.L.P., resident in Columbus, Ohio, since 1988 and its Managing Partner since 1991. Other Directorships: Nationwide Financial Services, Inc. and Cincinnati Bell, Inc. RICHARD K. SMUCKER Director of the Company since 1988 Committees: Chairman of the Audit Committee Principal Occupation: Co-Chief Executive Officer since 2001, President since 1987, a Director since 1975, and Chief Financial Officer from 2003 through 2004, of The J.M. Smucker Company, a manufacturer of food spreads, juices and beverages, shortening and oils, and other food-related products. Other Directorships: The J.M. Smucker Company and The Sherwin-Williams Company COMPENSATION Thomas A. Knowlton, Chairman Howard B. Bernick John Rau Steven B. Sample CORPORATE GOVERNANCE Melinda R. Rich, Chairman John F. Bard John Rau Steven B. Sample Alex Shumate Elected Officers William Wrigley, Jr. Executive Chairman and Chairman of the Board of Directors William D. Perez President and Chief Executive Officer Reuben Gamoran Senior Vice President and Chief Financial Officer Peter R. Hempstead Senior Vice President — Worldwide Strategy and New Business Surinder Kumar Senior Vice President and Chief Innovation Officer Dushan Petrovich Senior Vice President and Chief Administrative Officer Howard Malovany Vice President, Secretary and General Counsel Ralph Scozzafava Vice President — Worldwide Commercial Operations John Adams Vice President — Worldwide Manufacturing Vincent C. Bonica Vice President — Worldwide Gum Base Operations Susan Henderson Vice President — Corporate Communications Donagh Herlihy Vice President — People, Learning and Development and Chief Information Officer Carol Knight Vice President — Scientific and Regulatory Affairs Shaun Mara Vice President and Controller Patrick D. Mitchell Vice President — Worldwide Procurement and Chief Procurement Officer Jon Orving Vice President — Nordic Igor Saveliev Vice President and Managing Director — East/South Europe Martin Schlatter Vice President and Chief Marketing Officer Alan J. Schneider Vice President and Treasurer Denis Schrey Vice President and Managing Director — North/Central Europe and Pacific Tawfik Sharkasi Vice President — Research and Development Samson Suen Vice President and Managing Director — China Michael F. Wong Vice President and Managing Director — Asia

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

Management’s Discussion and Analysis

Dollar and share amounts in thousands except per share figures

Management’s Discussion and Analysis (MD&A) provides an understanding of operating results and financial condition by focusing on changes in key measurers from year to year. The MD&A is organized in the following sections:

• Overview

• Results of Operations

• Liquidity and Capital Resources

• Significant Accounting Policies and Estimates

• Other Matters

The MD&A should be read in conjunction with the Consolidated Financial Statements and related notes included herein.

OVERVIEW

Corporate Overview and Strategic Focus

The Wm. Wrigley Jr. Company (the Company or Wrigley) is a recognized leader in the confectionery field and the world’s largest manufacturer and marketer of chewing gum. Wrigley is committed to achieving generational growth and prosperity for its stakeholders through executing a long-term strategic business plan based on six key objectives;

• Boosting core gum business

• Developing organically and acquiring non-gum confectionery businesses

• Expanding into attractive new geographies and distribution channels

• Driving innovation in products, processes and systems

• Delivering the highest quality products and solutions at the lowest cost

• Aggressively growing, developing and recruiting people around the world

Wrigley plans to achieve its growth through both internal development and strategic acquisitions and pursue excellence in operational execution, innovation, brand building, worldwide distribution and merchandising to sustain its global competitive advantage.

Wrigley products are sold in over 180 countries with the goal of delivering quality synonymous with the Wrigley name while tailoring flavors and product benefits to address the tastes and needs of local consumers. While the Company continues to expand both the depth and

breadth of its product offerings, its primary competitors remain the same, including Cadbury and Mars on a global basis and Lotte, Perfetti and Hershey in the Asia, EMEAI (principally Europe) and North America regions, respectively.

Summary of 2006 Results of Operations

The Company achieved 15% unit volume and 13% net sales growth in 2006 compared to 2005. Diluted earnings per share were $1.90 in 2006 compared to $1.83 in 2005. The increase was primarily due to strength and growth across most segments and the positive impact of exchange offset by restructuring expense of $0.11 per share in 2006 compared to $0.10 in 2005, stock option expense of $0.09 per share related to the adoption of Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment” in 2006 and the dilutive impact, including related debt service costs, 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).

Volume growth in 2006 was driven by the incremental volume for the acquired new confectionery brands in the first six months of 2006 as well as solid performance of the core businesses across all segments. North America experienced strong volume growth primarily due to the addition of the new confectionery brands to the portfolio. EMEAI experienced steady volume growth led by continued double digit growth in Russia, Ukraine, India and the Middle East. Asia experienced strong volume growth primarily due to continued double digit volume growth in China. Other Geographic Regions (the Pacific and Latin America regions)

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experienced strong volume growth mainly due to double digit growth in Australia and strong growth in Mexico.

During 2006, the Company continued executing against its previously announced plans to restructure the North America production network in order to maximize manufacturing efficiencies. The Company incurred restructuring charges of $45,074 in 2006 compared to $40,223 in 2005. The Company anticipates annual pre-tax income and cash flow savings of approximately $18,000 to $22,000 beginning in 2007 as a result of the restructuring.

Average foreign currency translation had a $0.03 positive impact to dilutive earnings per share in 2006 compared to 2005. The increase in 2006 was primarily due to average translation rates of stronger EMEAI region and Asia region currencies to the weaker U.S. dollar partially offset by weaker Pacific region currencies to the stronger U.S. dollar. The Company maintains a strong global presence; therefore, future exchange rate fluctuations will continue to impact results of operations.

RESULTS OF OPERATIONS

Net Sales

2006 vs. 2005

Consolidated net sales for 2006 were $4,686,011, an increase of $526,705 or 13% from 2005. Volume growth increased net sales 13%.Strong volume across all regions increased net sales 8% and the incremental volume of the acquired new confectionery brands for the first six months of 2006 increased net sales 5%. Unfavorable geographic and product mix decreased net sales 1%. Average translation of stronger foreign currencies to the weaker U.S. dollar increased net sales approximately 1%. New products accounted for approximately 20% of net sales in 2006.

North America net sales for 2006 were $1,752,289, an increase of $217,269 or 14% from 2005. Volume growth increased net sales 15%.Volume growth was primarily driven by the incremental volume from the new confectionery brands for the first six months of 2006, which contributed 12% to the increase in net sales, with the remaining 3% increase in net sales driven by volume growth in the core business. Unfavorable price/mix decreased net sales 1%.

EMEAI net sales for 2006 were $2,070,366, an increase of $176,002 or 9% from 2005. Volume growth increased net sales 7%, primarily led by Russia and Ukraine, where the Orbit brand led growth, as well as India and the Middle East. Favorable price/mix increased net

sales 1%. Average translation of stronger European currencies, primarily the Euro and the British pound, to the weaker U.S. dollar increased net sales approximately 1%.

Asia net sales for 2006 were $622,853, an increase of $116,682 or 23% from 2005. Volume growth increased net sales 21%, primarily led by China, where the Extra and Doublemint brands led growth. Unfavorable price/mix decreased net sales 1%. Average translation of a stronger Chinese renminbi to the weaker U.S. dollar increased net sales approximately 3%.

Other Geographic Regions net sales for 2006 were $180,153, an increase of $16,597 or 10% from 2005. Volume growth increased net sales 14%, primarily led by Australia and Mexico, where the Eclipse brand led growth. Unfavorable product mix decreased net sales 3%. Average translation of a weaker Australian dollar to the stronger U.S. dollar decreased net sales approximately 1%.

2005 vs. 2004

Consolidated net sales for 2005 were $4,159,306, an increase of $510,714 or 14% from 2004. Volume growth increased net sales 13%. The 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 net sales growth. The remaining volume growth, across all regions, increased net sales 7%. Average translation of stronger foreign currencies, primarily in Europe, to the weaker U.S. dollar increased net sales approximately 1%. New products accounted for approximately 17% of net sales in 2005.

North America net sales for 2005 were $1,535,020, an increase of $255,353 or 20% from 2004. Volume growth in the U.S. and Canada increased net sales 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. Average translation of the stronger Canadian dollar to the weaker U.S. dollar increased net sales approximately 1%.

EMEAI net sales for 2005 were $1,894,364, an increase of $132,498 or 8% from 2004. Volume growth increased net sales 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 Russia and the Ukraine. Favorable product mix increased net sales 1%. Average translation of stronger Central European currencies, primarily the Polish zloty, Czech koruna, and Ukraine hryvania, to the weaker U.S. dollar increased net sales approximately 1%.

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Asia net sales for 2005 were $506,171,an increase of $104,522 or 26% from 2004.Volume growth increased net sales 21%, including 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%. Average translation of a stronger Chinese renminbi and New Taiwan dollar to the weaker U.S. dollar increased net sales approximately 2%.

Other Geographic Regions net sales for 2005 were $163,556, an increase of $8,126 or 5% from 2004. Volume growth in Mexico increased net sales 3%. Unfavorable product mix, primarily in the Latin America region, decreased net sales 1%. Average translation of the stronger Australian dollar to the weaker U.S. dollar increased net sales approximately 3%.

Operating Income

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

	2006			2005			2004
Gross profit		51.9%			54.2%			55.7%
Selling, general and administrative:
Advertising		(10.2%	)		(11.0%	)		(12.0%	)
Merchandising and promotion / other		(5.2%	)		(5.7%	)		(6.0%	)
Selling and other marketing		(10.5%	)		(10.2%	)		(9.7%	)
General and administrative		(8.4%	)		(8.6%	)		(8.3%	)
Total selling, general and administrative (SG&A)*		(34.3%	)		(35.6%	)		(36.0%	)
Operating income*		17.5%			18.7%			19.7%

* May not total due to rounding

2006 vs. 2005

Consolidated operating income for 2006 increased $45,137 or 6% compared to 2005. Average translation of stronger foreign currencies to the weaker U.S.dollar increased operating income approximately 2%. Gross profit increased $173,918 or 8% from 2005 due to increased net sales partially offset by lower gross profit margin. Gross profit margin as a percentage of net sales decreased 2.3 percentage points compared to 2005. The addition of the new confectionery brands decreased gross profit margin 1.1 percentage points and stock option and restructuring expense decreased gross profit margin 0.2 percentage points.

The remaining decrease was mostly due to unfavorable product mix and slightly higher product costs as well as a higher percentage of sales from lower margin geographies. Average translation of stronger foreign currencies increased gross profit approximately 1%. SG&A expense increased $128,781 or 9% from 2005 primarily due to stock option expense, increased selling expenses, brand support and research and development expense.

North America operating income for 2006 decreased $31,039 or 8% compared to 2005. Gross profit increased $26,328 or 3% from 2005 due to increased net sales partially offset by lower gross profit margin. Gross profit margin as a percentage of net sales decreased 4.7 percentage points compared to 2005. Higher restructuring charges and stock option expense decreased gross profit margin 0.3 percentage points. The full year in 2006 of the new confectionery brands decreased gross margin 2.6 percentage points and the remaining decrease was primarily due to unfavorable product mix and slightly higher product cost. SG&A expense increased $57,367 or 15% from 2005 primarily due to investment in the new confectionery brands and stock option expense.

EMEAI operating income for 2006 increased $80,197 or 16% compared to 2005. Average translation of foreign currencies to the U.S. dollar increased operating income approximately 2%. Gross profit increased $101,921 or 9% from 2005 due to increased net sales partially offset by slightly lower gross profit margin. Gross profit margin as a percentage of net sales decreased 0.2 percentage points primarily due to unfavorable product/geographic mix partially offset by slightly higher selling prices. Average translation of foreign currencies to the U.S. dollar increased gross profit approximately 1%. SG&A expense increased $21,724 or 3% from 2005 primarily due to increased selling expense to expand sales force capabilities and stock option expense partially offset by decreased brand support. Average translation of foreign currencies to the U.S. dollar increased SG&A expense approximately 1%.

Asia operating income for 2006 increased $30,323 or 23% compared to 2005. Average translation of a stronger Chinese renminbi to the U.S. dollar increased operating income approximately 3%. Gross profit increased $53,979 or 18% from 2005 primarily due to increased net sales partially offset by lower gross profit margin. Gross profit margin as a percentage of net sales decreased 2.2 percentage points primarily due to unfavorable price/mix. Average translation of stronger Asian currencies increased gross profit approximately 3%. SG&A expense increased $23,656 or 14% from 2005 primarily due to increased brand support, selling and administrative expense and stock option expense. The impact of average foreign exchange increased SG&A expense approximately 3%.

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Other Geographic Regions operating income for 2006 increased $4,598 or 24% compared to 2005. Average translation of a weaker Australian dollar to the stronger U.S. dollar decreased operating income approximately 4%. Gross profit increased $6,196 or 9% from 2005 due to increased net sales and higher gross profit margin partially offset by the impact of exchange. Average translation of a weaker Australian dollar to the stronger U.S. dollar decreased gross profit approximately 2%. SG&A expense increased $1,598 or 3% from 2005 primarily due to increased selling expense and brand support. The impact of average foreign exchange decreased SG&A expense approximately 1%.

All Other operating expense for 2006 increased $38,942 or 16% compared to 2005. The increase was primarily due to stock option expense, an increase in research and development expense and separation agreements related to two former executives partially offset by a nonrecurring 2005 cost associated with a shareholder approved increase in authorized shares.

2005 vs. 2004

Consolidated operating income for 2005 increased $56,117 or 8% compared to 2004. Average translation of foreign currencies to the weaker U.S. dollar increased operating income approximately 2%. Gross profit increased $222,529 or 11% from 2004 due to increased net sales and the impact of exchange partially offset by lower gross profit margin. Gross profit margin 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. Average translation of stronger foreign currencies increased gross profit approximately 2%. 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. Average translation of stronger foreign currencies to a weaker U.S. dollar increased SG&A expense approximately 1%.

North America operating income for 2005 increased $35,745 or 10% compared to 2004. Average translation of the stronger Canadian dollar to the weaker U.S. dollar increased operating income approximately 1%. Gross profit increased $83,641 or 12% from 2004 due to increased net sales and the impact of exchange partially offset by lower gross profit margin. 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. Average translation of a stronger Canadian dollar increased gross profit approximately 1%. SG&A expense increased $47,896 or 14% from 2004 primarily due to investment in selling infrastructure and brand support related to

the purchase of the new confectionery brands. The impact of average foreign exchange increased SG&A expense approximately 1%.

EMEAI operating income for 2005 increased $48,293 or 11% compared to 2004. Average translation of stronger European currencies to the weaker U.S. dollar increased operating income approximately 2%. Gross profit increased $89,006 or 8% from 2004 due to increased net sales, 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. Average translation of stronger European currencies increased gross profit approximately 2%. SG&A expense increased $40,713 or 7% from 2004 mainly due to higher selling expense in France in support of the new direct sales operations and the impact of 2005 first quarter expenses from the Joyco Group operations, which were not included in 2004 first quarter results. The impact of average foreign exchange increased SG&A expense approximately 1%.

Asia operating income for 2005 increased $30,445 or 31% compared to 2004. Average 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 increased net sales and the impact of exchange partially offset by lower gross profit margin. 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. Average translation of a stronger Chinese renminbi and New Taiwan dollar increased gross profit approximately 2%. SG&A expense increased $28,565 or 21% from 2004 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 average foreign exchange increased SG&A expense approximately 2%.

Other Geographic Regions operating income for 2005 decreased $10,585 or 36% compared to 2004. Average 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 lower gross profit margin partially 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. Average translation of a stronger Australian dollar to the U.S. dollar increased gross profit approximately 3%. SG&A expense increased $3,403 or 8% from 2004 primarily due to increased brand support in Mexico. The impact of average foreign exchange increased SG&A expense approximately 3%.

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All Other operating expense for 2005 increased $47,781 or 25% compared to 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.

Interest Expense

Interest expense was $61,820 in 2006, an increase of $30,172 from 2005. The increase was primarily due to the Company’s issuance of long-term debt and commercial paper in mid-2005 to fund the acquisition of the new confectionery brands.

Interest expense was $31,648 in 2005, an increase of $27,769 from 2004. The increase was primarily due to the Company’s issuance of long-term debt and commercial paper in mid-2005 to fund the acquisition of the new confectionery brands.

Investment Income

Investment income was $8,029 in 2006, a decrease of $7,684 from 2005. The decrease was primarily due to lower cash balances.

Investment income was $15,713 in 2005, an increase of $3,841 from 2004. The increase was primarily due to higher cash balances.

Other Income (Expense), Net

Other income,net was $1,365 in 2006,compared to other expense, net of $5,741 in 2005.

The change was primarily due to a gain recognized on the sale of property in EMEAI and other nonrecurring items.

Other expense, net was $5,741 in 2005, compared to $7,716 in 2004. The decrease was primarily due to foreign currency transaction gains in 2005 compared to losses in 2004 partially offset by the donation, net of realized gain, of marketable equity securities to the Wrigley Foundation in 2005.

Income Taxes

Income taxes were $239,670 in 2006, an increase of $2,262 or 1% from 2005. The increase was primarily due to the increase in pretax earnings of $14,387 or 2% partially offset by a decrease in the effective tax rate to 31.2% in 2006 from 31.5% in 2005.

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

LIQUIDITY AND CAPITAL RESOURCES

Operating Cash Flow and Current Ratio

Net cash provided by operating activities was $722,436 in 2006 compared to $740,304 in 2005 and $724,507 in 2004. The decrease in 2006 compared to 2005 was primarily due to increased levels of working capital mainly related to increased inventory levels to meet customer demand and timing of settlement of payables and accruals, partially offset by increased net earnings. The increase in 2005 compared to 2004 was primarily due to reduced levels of working capital and increased net earnings, partially offset by an increase in pension and post-retirement plan contributions of $23,800. The Company had a current ratio (current assets divided by current liabilities) in excess of 1.4 to 1 at December 31, 2006 and in excess of 1.3 to 1 at December 31, 2005.

Additions to Property, Plant and Equipment

Capital expenditures in 2006 were $327,758, an increase of $45,989 from 2005. The increase was primarily due to the acquisition of certain properties and higher spending on worldwide capacity. 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. Additions to property, plant and equipment are expected to decrease in 2007 and are planned to be funded from the Company’s cash flow from operations.

Share Repurchases and Dividends

On May 19, 2006, the Company’s Board of Directors authorized additional stock repurchases of up to $500,000 under the Share Repurchase Program. This additional authorization will follow the completion of the $400,000 authorized by the Board of Directors in 2004. During 2006, the Company repurchased 2,141 shares totaling $126,112, including 2,132 shares totaling $125,570 under the Board of Directors authorized Share Repurchase Program and 9 shares totaling $542 under the stockholder approved Management Incentive Plan (MIP). During 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 MIP. At December 31, 2006, $503,193 was available for repurchase under the Share Repurchase Program.

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On April 4, 2006, the Company’s stockholders authorized a one-time stock dividend of one share of Class B Common Stock for each four shares of Common Stock issued and one share of Class B Common Stock for each four shares of Class B Common Stock issued. In connection with the distribution of Class B Common Stock to holders of both Common Stock and Class B Common Stock, cash payments were made in lieu of issuing any fractional shares of Class B Common Stock. All share information included herein has been adjusted to reflect the stock dividend. The Company distributed the one-time stock dividend on May 1, 2006.

Dividends paid per common share increased 15% to $0.99 in 2006. Total dividend payments were $276,021, $241,669 and $207,803 in 2006, 2005 and 2004, respectively. Dividends paid per common share increased 16% to $0.86 in 2005.

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. At December 31, 2006, the fair value of the senior notes, based on market quotes, was $958,740.

Also on July 14, 2005, the Company entered into an agreement for a $600,000 five-year unsecured 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 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 covenants, with which, at December 31, 2006, the Company was compliant. The Company had no borrowings outstanding under the credit facility at December 31, 2006 and 2005. At December 31, 2006 and 2005, $65,000 and $100,000 of commercial paper was outstanding bearing an average interest rate of 5.26% and 4.19%, respectively.

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 statement on 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 contractual 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, 2006. Operating lease obligations and contractual purchase obligations, which primarily relate to anticipated raw material requirements for 2007, are not recognized as liabilities in the Company’s Consolidated Balance Sheet in accordance with generally accepted accounting principles.

A summary of the Company’s contractual obligations at December 31, 2006 is as follows:

	PAYMENTS DUE BY PERIOD
			Less than		2-3		4-5
Contractual Obligations	Total		1 Year		Years		Years		Thereafter
Debt	$	1,065,000		65,000		—		500,000		500,000
Interest on senior notes		295,250		44,750		89,500		68,000		93,000
Operating leases		141,020		35,920		47,477		29,852		27,771
Purchase obligations		1,059,014		874,097		177,417		7,500		—
Total	$	2,560,284		1,019,767		314,394		605,352		620,771

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

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SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The Company’s significant accounting policies are discussed in Note 2 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 customers’ estimated annual purchases. The Company estimates 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. 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 satisfying pre-defined credit criteria. An allowance for doubtful accounts, which is reported within accounts receivable, is determined through an analysis of the aging of receivables at the date of the financial statements, assessments of collectibility based on historical trends, assessment of customer credit worthiness and an evaluation of current and projected economic conditions. Actual collections of accounts receivable could differ from management’s estimates due to changes in future economic or industry conditions or specific customer’s 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 carrying value 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. Several statistical and other factors which attempt to anticipate future events are used in calculating the costs and liabilities related to the plans. These factors include assumptions about the discount rates, expected returns on plan assets, rates 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 liabilities and costs recorded by the Company.

In 2007, the Company will maintain the long-term rate of return assumption for the assets in its U.S. plans at 8.25%. Additionally, the discount rate to determine pension cost for the U.S. plans will increase from 5.50% to 5.75%. The Company expects 2007 U.S. pension cost to slightly decrease.

The Company adopted SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An Amendment of FASB Statements No. 87, 88, 106 and 132(R)” on December 31, 2006. As more fully described in Notes 2 and 15 to the Consolidated Financial Statements, adoption resulted in additional current and noncurrent liabilities and noncurrent assets recorded in the Company’s Consolidated Balance Sheet at December 31, 2006 to reflect the funded status of the Company’s various pension and

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post-retirement benefit plans, with a corresponding unrecognized loss, net of tax, recorded as a component of accumulated other comprehensive loss, decreasing shareholders’ equity. The adoption of SFAS No. 158 had no effect on net earnings or cash flow.

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 reviews goodwill 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 Note 16 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 not considered 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 to write down the goodwill to fair value. 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 2006, did not result in an impairment charge in 2006.

Other intangible assets consist primarily of brands, patents and licenses, trademarks and customer relationships. Except for indefinite lived brands, these assets are amortized on a straight-line basis over their estimated useful lives of five to seventeen years. Brands 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 brand 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 2006.

Restructuring—The Company accounts for its restructuring plans, which primarily include severance and employee related benefit costs and costs to consolidate or close facilities, as those obligations are incurred and evaluates asset useful lives and records accelerated depreciation in connection with such plans. 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 and estimated salvage values 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 Note 11 to the Consolidated Financial Statements.

New Accounting Pronouncements—In addition to SFAS No. 158, discussed above, the Company adopted SFAS 123(R), “Share-Based Payment”, on January 1, 2006. As more fully described in Note 2 to the Consolidated Financial Statements, the Company began prospectively expensing stock-based compensation, including stock options, long-term stock grants, restricted stock and stock awards, using the fair value method. Incremental compensation expense of $34,630 was recorded in 2006 related to the expensing of stock options at fair value.

OTHER MATTERS

Market Risk

Inherent in the Company’s operations are certain market risks related to changes in foreign currency exchange rates and interest rates. 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

28

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 and Canadian dollar against the U.S. dollar and the Polish zloty, British pound and Chinese renminbi against the Euro. The Company enters into foreign currency exchange contracts to facilitate managing foreign currency risk related to inventory purchases and sales and net 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 total notional amount of forward contracts outstanding at December 31, 2006 was $808,424. The following table details the most significant forward positions held at December 31, 2006. All contracts are valued in U.S. dollars using December 31, 2006 exchange rates and expire on or before December 31,2007. Average contractual exchange rates are based on the currency received.

			Average Contractual
Contract Description	Contract Amount		Exchange Rate
Receive CAD/Sell USD	$	220,101		1.12
Receive EUR/Sell USD		105,494		.77
Receive USD/Sell CAD		98,202		.88
Receive USD/Sell EUR		76,720		1.28
Receive PLN/Sell EUR		73,107		3.91
Receive EUR/Sell GBP		47,676		1.44
Receive RMB/Sell EUR		37,671		10.10
Receive EUR/Sell CZK		17,258		.04
Receive GBP/Sell EUR		15,152		.68
Receive USD/Sell PLN		14,809		.33
Receive USD/Sell AUD		12,938		.75
Receive USD/Sell GBP		10,075		1.83

The Company’s strategy for the use of derivative financial instruments in managing foreign currency exchange rate exposures described above 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 would 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, 2006 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 $650. 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, 2006, the market value of the Company’s debt, in aggregate, would increase by approximately $50,000.

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 Wrigley, based on current beliefs of management as well as assumptions made by, and information currently available. Forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. Although Wrigley believes 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.

29

Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary. Additionally, significant factors that may affect the Company’s operations, performance, development or business results include the risks and uncertainties described below, 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.

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 Wrigley maintains market leadership in the chewing gum segment, the Company’s ability to retain preferred retail space allocation will impact results. If Wrigley is not able to retain this allocation, its results could be negatively impacted.

Availability of raw materials—Wrigley uses different raw materials to manufacture chewing gum and other confectionery products including sugar, corn syrup, flavoring oils, polyols and high intensity sweeteners. While these products are generally readily available on the open market, if Wrigley was unable to maintain the availability, pricing and sourcing of these raw materials, its results could be negatively impacted.

Changes in demographics and consumer preferences—Wrigley operates in an increasingly competitive market. As such, its continued success is dependent upon its ability to continue to create and market products which appeal to its diverse consumers. Failure to adequately anticipate and react to changing demographics and product preferences, the failure of new or existing products to be favorably received, or its inability to otherwise adapt to changing market needs, could have a material adverse effect on its operating results.

Changes in foreign currency and markets conditions—Manufacturing and sales of a significant portion of Wrigley’s products are outside the United States. The majority of countries in which Wrigley operates 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 its business in such countries could be negatively impacted. In addition, volatility in foreign currencies could have a material adverse effect on results of operations.

Increased competition and discounting and other competitive actions—Wrigley competes worldwide with other well-established manufacturers of confectionery products, including chewing gum. Wrigley’s results may be negatively impacted by ineffective advertising or by failure to sufficiently counter aggressive competitive actions. In addition, discounting and other competitive actions may make it more difficult to maintain operating margins.

Underutilization of or inadequate manufacturing capacity and labor stoppages—Unanticipated movements in consumer demands could result in inadequate manufacturing capacity or underutilization of manufacturing capacity which could negatively impact manufacturing efficiencies and costs.

Governmental regulations—Governmental regulations with respect to import duties, tariffs, taxes and environmental controls, both in and outside the U.S., could negatively impact Wrigley’s costs and ability to compete in domestic or foreign market places.

Labor stoppages—To the extent Wrigley experiences any material labor stoppages, such disputes or strikes could negatively affect shipments from suppliers or shipments of finished product.

Outcome of integrating acquired businesses—Wrigley’s ability to successfully integrate any acquired business or assets, including the acquisition of certain confectionery assets of Kraft Foods Global, Inc., could cause actual results to differ from anticipated results or expectations of the Company’s business.

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 Wrigley. All forward-looking statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. Except as required by law, Wrigley undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

30

Quarterly Data

In thousands of dollars except per share amounts

Results of Operations

							Net Earnings
	Net		Gross		Net		Per Share
	Sales		Profit		Earnings		(Diluted)*
2006
First quarter	$	1,075,530		558,609		111,885		0.40
Second quarter		1,206,817		628,805		140,638		0.51
Third quarter		1,179,372		625,868		148,029		0.53
Fourth quarter		1,224,292		616,540		128,825		0.46
Total	$	4,686,011		2,429,822		529,377		1.90

							Net Earnings
	Net		Gross		Net		Per Share
	Sales		Profit		Earnings		(Diluted)*
2005
First quarter	$	950,390		537,633		131,014		0.46
Second quarter		1,040,184		594,371		162,444		0.57
Third quarter		1,062,388		570,266		129,718		0.46
Fourth quarter		1,106,344		553,634		94,076		0.33
Total	$	4,159,306		2,255,904		517,252		1.83

Note: The quarterly results of operations include the impact of the acquisition of certain confectionery assets from Kraft Foods Global, Inc. on June 26, 2005. Beginning in the third quarter of 2005, the quarterly results of operations also include the impact of restructuring charges related to the North America production network. Beginning in 2006, the quarterly results of operations include the impact of stock option expense related to the adoption of SFAS 123(R).

* May not total due to rounding

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.

	2006		2006		2005		2005
	High		Low		High		Low
First quarter	$	54.54		49.69		56.52		51.10
Second quarter		51.19		44.52		55.76		50.81
Third quarter		47.78		43.16		57.66		53.99
Fourth quarter		53.23		45.35		58.20		53.19

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.

	2006		2005
First quarter	$	.256		.224
Second quarter		.256		.224
Third quarter		.256		.224
Fourth quarter		.256		.224
Total	$	1.024		0.896

31

Selected Financial Data

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

Operating Data

	2006		2005		2004		2003
Net sales	$	4,686,011		4,159,306		3,648,592		3,069,088
Gross profit (1)		2,429,822		2,255,904		2,033,375		1,746,672
Income taxes		239,670		237,408		227,542		205,647
Net earnings (2)		529,377		517,252		492,954		445,894
Per share of Common Stock (diluted)		1.90		1.83		1.75		1.58
Dividends paid		276,021		241,669		207,803		194,633
Per share of Common Stock		.992		.860		.740		.692
As a percent of net earnings		52%		47%		42%		44%
Dividends declared per share of Common Stock		1.024		.896		.752		.704
Average shares outstanding		277,556		280,964		280,796		281,203
Other Financial Data
		2006		2005		2004		2003
Net property, plant and equipment	$	1,422,516		1,282,412		1,142,620		956,180
Total assets		4,661,598		4,394,353		3,166,703		2,527,371
Working capital (3)		454,098		325,283		787,940		825,797
Debt (4)		1,065,000		1,100,000		90,000		—
Stockholders’ equity		2,388,092		2,214,422		2,178,684		1,820,821
Return on average equity		23.0%		23.5%		24.7%		26.7%
Stockholders of record at close of year		40,986		41,105		41,376		40,954
Employees at close of year		15,800		14,800		14,800		12,000
Market price of stock
High		54.54		58.20		55.78		47.12
Low		43.16		50.81		44.18		40.84

(1)

2006 and 2005 include restructuring charges related to the North American production network of $45,074 and $40,223, respectively.

(2)

2006 includes restructuring charges, net of tax, related to the North American production network of $31,011 or $0.11 per share and stock option expense, net of tax, of $23,825 or $0.09 per share; 2005 includes restructuring charges, net of tax, related to theNorth American production network of $27,553 or $0.10 per share; 1998 includes factory closure gain, net of tax, of $6,763 or $0.02 per share; and 1997 and 1996 include factory closure costs, net of tax, of $2,145 or $0.01 per share and $12,990 or $0.05 per share, respectively.

32

2002		2001		2000		1999		1998		1997		1996
	2,746,318		2,401,419		2,126,114		2,045,227		1,990,286		1,923,963		1,835,987
	1,559,633		1,371,290		1,193,312		1,121,596		1,095,298		1,031,212		976,573
	181,896		164,380		150,370		136,247		136,378		122,614		128,840
	401,525		362,986		328,942		308,183		304,501		271,626		230,272
	1.42		1.29		1.16		1.06		1.05		.936		.792
	181,232		167,922		159,138		153,812		150,835		135,680		118,308
	.644		.596		.561		.531		.520		.585		.408
	45%		46%		48%		50%		50%		50%		51%
	.656		.608		.561		.592		.524		.468		.408
	281,431		281,686		283,796		289,653		289,910		289,910		289,958
	2002		2001		2000		1999		1998		1997		1996
	836,110		684,379		607,034		599,140		520,090		430,474		388,149
	2,108,296		1,777,793		1,574,740		1,547,745		1,520,855		1,343,126		1,233,543
	620,205		581,519		540,505		551,921		624,546		571,857		511,272
	—		—		—		—		—		—		—
	1,522,576		1,276,197		1,132,897		1,138,775		1,157,032		985,379		897,431
	28.7%		30.1%		29.0%		26.8%		28.4%		28.9%		27.2%
	40,534		38,701		37,781		38,626		38,052		36,587		34,951
	11,250		10,800		9,800		9,300		9,200		8,200		7,800
	47.12		42.64		38.65		40.25		41.73		32.82		25.15
	35.37		34.35		23.95		26.60		28.38		21.82		19.35

(3)	Working Capital equals current assets less current liabilities.
(4)	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 line of credit used to fund the acquisition of certain confectionery businesses of the Joyco Group.
Note:	The Company acquired certain confectionery assets from Kraft Foods Global, Inc. on June 26, 2005 and certain confectionery businesses of the Joyco Group on April 1, 2004.

33

Five-Year Total Stockholder Return

The following graph and table indicate the Company’s total stockholder return for the five-year period ended December 31, 2006, as compared to the total return for the S&P 500 Composite Index and the S&P 500 Packaged Foods & Meats Group Index, assuming a common starting point of 100.

Please note that the graph and table are five-year historical representations and, as such, are not indicative of future performance relative to the indices.

Total Stockholder Returns (TSR)

	2001		2002		2003		2004		2005		2006
Wrigley		100		108		113		141		138		137
S&P500		100		78		100		111		117		135
S&P Packaged Foods & Meats		100		103		111		133		122		142

* Full-year 2006 TSRs were 15.8% for the S&P 500, 16.5% for the S&P Packaged Foods & Meats Index, and -0.6% for Wrigley stock.

34

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, 2006 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, 2006.

Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2006 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears on page 36.

WM. WRIGLEY JR. COMPANY

Chicago, Illinois
February 9, 2007

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, 2006 and 2005 and the related consolidated statements of earnings, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2006. 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, 2006 and 2005,and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the financial statements, the Company adopted the provisions of the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment and Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 158 Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans in fiscal year 2006.

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, 2006, 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 9, 2007 expressed an unqualified opinion thereon.

ERNST & YOUNG LLP

Chicago, Illinois
February 9, 2007

35

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, 2006, 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, 2006 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, 2006, 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, 2006 and 2005 and the related consolidated statements of earnings, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2006 and our report dated February 9, 2007 expressed an unqualified opinion thereon.

ERNST & YOUNG LLP

Chicago, Illinois
February 9, 2007

36

Consolidated Statement of Earnings

In thousands of dollars except per share amounts

	2006			2005			2004
Net sales	$	4,686,011			4,159,306			3,648,592
Cost of sales		2,211,115			1,863,179			1,615,217
Restructuring charges		45,074			40,223			—
Gross profit		2,429,822			2,255,904			2,033,375
Selling, general and administrative expense		1,608,349			1,479,568			1,313,156
Operating income		821,473			776,336			720,219
Interest expense		(61,820	)		(31,648	)		(3,879	)
Investment income		8,029			15,713			11,872
Other income (expense), net		1,365			(5,741	)		(7,716	)
Earnings before income taxes		769,047			754,660			720,496
Income taxes		239,670			237,408			227,542
Net earnings	$	529,377			517,252			492,954
PER SHARE AMOUNTS
Net earnings per share of Common Stock:
Basic	$	1.91			1.84			1.76
Diluted	$	1.90			1.83			1.75
Dividends paid per share of Common Stock	$	.992			.860			.740

See accompanying Notes to Consolidated Financial Statements.

37

Consolidated Balance Sheet

In thousands of dollars and shares

	2006		2005
ASSETS
Current assets:
Cash and cash equivalents	$	253,666		257,704
Short-term investments, at amortized cost		1,100		1,100
Accounts receivable (less allowance for doubtful accounts:
2006 - $6,431; 2005 - $8,013)		463,231		412,931
Inventories:
Finished goods		241,897		213,915
Raw materials, work in process and supplies		351,088		287,810
Total inventories		592,985		501,725
Other current assets		170,245		131,617
Total current assets		1,481,227		1,305,077
Deferred charges and other assets		194,382		301,540
Goodwill		1,147,603		1,094,219
Other intangible assets		415,870		411,105
Property, plant and equipment, at cost:
Land		78,625		55,882
Buildings and building equipment		717,374		647,479
Machinery and equipment		1,886,018		1,629,231
Total property, plant and equipment		2,682,017		2,332,592
Less accumulated depreciation		1,259,501		1,050,180
Net property, plant and equipment		1,422,516		1,282,412
TOTAL ASSETS	$	4,661,598		4,394,353

	2006			2005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Commercial paper	$	65,000			100,000
Accounts payable		327,671			312,954
Accrued expenses		413,942			432,674
Dividends payable		71,106			62,459
Income and other taxes payable		149,410			71,707
Total current liabilities		1,027,129			979,794
Other noncurrent liabilities		246,377			200,137
Long-term debt		1,000,000			1,000,000
Total liabilities		2,273,506			2,179,931
Stockholders’ equity:
Preferred Stock — no par value
Authorized: 20,000 shares
Issued: None
Common Stock — no par value
Common Stock
Authorized: 1,000,000 shares
Issued: 2006 - 228,945 shares; 2005 - 199,230 shares		14,018			13,274
Class B Common Stock — convertible
Authorized: 300,000 shares
Issued: 2006 - 61,606 shares; 2005 - 91,321 shares		1,478			2,222
Additional paid-in capital		93,602			37,760
Retained earnings		2,949,705			2,702,947
Common Stock and Class B Common Stock in treasury, at cost 2006 - 13,644 shares; 2005 - 12,039 shares		(606,045	)		(513,763	)
Accumulated other comprehensive loss		(64,666	)		(28,018	)
Total stockholders’ equity		2,388,092			2,214,422
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,661,598			4,394,353

See accompanying Notes to Consolidated Financial Statements.

38

Consolidated Statement of Cash Flows

In thousands of dollars

	2006			2005			2004
OPERATING ACTIVITIES
Net earnings	$	529,377			517,252			492,954
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		200,113			175,285			141,851
Net loss on retirements of property, plant and equipment		6,182			11,714			12,417
Non-cash share-based compensation		49,269			26,685			21,278
(Increase) decrease in:
Accounts receivable		(22,984	)		(80,686	)		25,706
Inventories		(75,579	)		(67,676	)		(3,213	)
Other current assets		(31,757	)		(30,791	)		8,937
Deferred charges and other assets		111,656			10,514			(48,911	)
Increase (decrease) in:
Accounts payable		1,684			106,044			43,013
Accrued expenses		(26,869	)		85,584			27,285
Income and other taxes payable		78,490			3,363			(6,070	)
Other noncurrent liabilities		(23,084	)		(23,328	)		16,274
Deferred income taxes		(74,062	)		6,344			(7,014	)
Net cash provided by operating activities		722,436			740,304			724,507
INVESTING ACTIVITIES
Additions to property, plant and equipment		(327,758	)		(281,769	)		(220,322	)
Proceeds from retirements of property, plant and equipment		13,990			10,127			2,468
Acquisitions, net of cash acquired		–			(1,437,428	)		(264,477	)
Purchases of short-term investments		–			(7,484	)		(40,464	)
Maturities of short-term investments		–			29,148			40,453
Net cash used in investing activities		(313,768	)		(1,687,406	)		(482,342	)
FINANCING ACTIVITIES
Dividends paid		(276,021	)		(241,669	)		(207,803	)
Common stock purchased		(143,454	)		(214,656	)		(84,985	)
Common stock issued		26,381			66,102			56,576
Debt issuance costs		–			(16,375	)		–
Borrowings (repayments) under the line of credit		–			(90,000	)		90,000
Issuances (redemptions) of commercial paper, net		(35,000	)		100,000			–
Borrowings of long-term debt		–			1,000,000			–
Net cash provided by (used in) financing activities		(428,094	)		603,402			(146,212	)
Effect of exchange rate changes on cash and cash equivalents		15,388			(27,149	)		27,383
Net increase (decrease) in cash and cash equivalents		(4,038	)		(370,849	)		123,336
Cash and cash equivalents at beginning of year		257,704			628,553			505,217
Cash and cash equivalents at end of year	$	253,666			257,704			628,553
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid	$	219,873			249,824			234,800
Interest paid	$	57,621			8,752			3,541
Interest and dividends received	$	8,031			15,711			11,871

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statement of Stockholders’ Equity

In thousands of dollars and shares

																		Accumulated
	Common					Class B			Additional						Common			Other
	Shares			Common		Common			Paid-in			Retained			Stock In			Comprehensive			Stockholders’
	Outstanding			Stock		Stock			Capital			Earnings			Treasury			Loss			Equity
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 loss (Note 14)																			90,806			90,806
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 of Class B Common Stock		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 loss (Note 14)																			(83,691	)		(83,691	)
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 of Class B Common Stock		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
Net earnings													529,377									529,377
Changes in other comprehensive loss (Note 14)																			73,837			73,837
Adjustment to initially apply SFAS No. 158 (Note 14)																			(110,485	)		(110,485	)
Dividends to shareholders													(284,661	)								(284,661	)
Treasury share purchases		(2,141	)													(126,112	)					(126,112	)
Options exercised and stock awards granted		733								(64	)					33,830						33,766
Tax benefit related to stock options exercised										1,011												1,011
Conversion of Class B Common Stock		29,615			744		(744	)														–
ESOP tax benefit													2,042									2,042
Share-based payments (Notes 2 and 12)										54,895												54,895
BALANCE DECEMBER 31, 2006		217,806		$	14,018		1,478			93,602			2,949,705			(606,045	)		(64,666	)		2,388,092

See accompanying Notes to Consolidated Financial Statements.

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Notes to Consolidated Financial Statements

Dollar and share amounts in thousands except per share figures

1. 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 2005 and 2004 have been reclassified to conform to the 2006 presentation.

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 satisfying pre-defined credit criteria. The Company believes 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 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 $592,985 and $501,725 at December 31, 2006 and 2005,

respectively, including $259,854 and $214,978 respectively, valued at cost on a LIFO basis. If current costs had been used, such inventories would have been $12,790 and $3,050 lower than reported at December 31, 2006 and 2005, respectively.

Derivative Financial Instruments

All derivatives are recognized in the Consolidated Balance Sheet at fair value. Changes in the fair value of derivatives are recorded in earnings or 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 accumulated other comprehensive loss 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 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 carrying value.

Pension and Other Post-Retirement Plan Benefits

Pension and other post-retirement plan benefits are expensed as applicable employees earn 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.

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On December 31, 2006, the Company adopted, SFAS No. 158, “Employers’Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of SFAS No. 87, 88, 106, and 132(R).” As further described in Note 15, the funded status of the Company’s pension and other post-retirement plans is recorded as a noncurrent asset and liability, respectively, and all unrecognized losses, net of tax, are recorded as a component of accumulated other comprehensive loss within stockholders’ equity at December 31, 2006. Results for prior periods have not been restated.

The incremental effects of applying SFAS No. 158 on line items in the Consolidated Balance Sheet at December 31, 2006 were as follows:

	Before					After
	Application		Adjustments			Application
Deferred charges and other assets	$	279,991		(85,609	)		194,382
Accrued expenses		413,160		782			413,942
Other noncurrent liabilities		222,283		24,094			246,377
Accumulated other comprehensive (loss)		45,819		(110,485	)		(64,666	)

The adoption of SFAS No. 158 had no effect on net earnings or cash flows.

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 loss 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 $479,251 in 2006, $457,709 in 2005 and $436,148 in 2004.

Research and Development

All expenditures for research and development are expensed in the year incurred. Research and development expense, recorded in selling, general and administrative expense, was $53,663 in 2006, $42,571 in 2005 and $34,621 in 2004.

Stock-Based Compensation

Prior to January 1, 2006, the Company accounted for stock-based compensation under the recognition and measurement provisions of Accounting Principles Board (APB) No. 25, “Accounting for Stock Issued to Employees” as permitted by SFAS No. 123, “Accounting for Stock-Based Compensation.” Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R), “Share-Based Payment” using the modified-prospective transition method. Under that transition method,compensation cost recognized in 2006 included compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, and those granted subsequent to January 1, 2006, based on the grant-date fair value estimate in accordance with the provisions of SFAS No. 123(R). Additionally,as of the beginning of 2006, the Company required that all employees elect their long-term stock grant deferral intentions, which effectively declared most long-term stock grants as equity awards under SFAS No. 123(R) and resulted in reclassifying the previously recognized liability to additional paid-in capital. Results for prior periods have not been restated.

Total pre-tax stock-based compensation recognized in the Consolidated Statement of Earnings was $49,269, $26,685 and $21,278 and related tax benefit was $15,372, $9,340 and $7,447 for 2006, 2005 and 2004, respectively. Compensation expense recognized in 2006 was due to stock options, long-term stock grants, stock awards and restricted stock awards recorded under SFAS No. 123(R) at fair value and recognized ratably over the vesting period, except for stock options issued to retirement-eligible participants,which are recognized on an accelerated basis. Compensation expense recognized in 2005 and 2004 was due to long-term stock grants, stock awards and restricted stock awards recorded under APB No. 25 at intrinsic value and recognized ratably over the vesting period. The following table illustrates the effect on net earnings and earnings per share for 2005 and 2004, if the Company had applied the fair value recognition provisions of SFAS No. 123 to share-based compensation.

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	2005		2004
Net earnings as reported	$	517,252		492,954
Add: stock-based compensation expense included in earnings, net of tax		17,345		13,831
Deduct: total stock-based compensation expense determined under fair value method for all awards, net of tax		34,689		27,400
Pro forma net earnings	$	499,908		479,385
Pro forma basic and diluted earnings per share:
As reported — basic	$	1.84		1.76
As reported — diluted	$	1.83		1.75
Pro forma — basic	$	1.78		1.71
Pro forma — diluted	$	1.77		1.70

The Company’s stock-based compensation plans are discussed further in Note 12.

As a result of adopting SFAS No. 123(R) on January 1, 2006, the Company’s income before income taxes and net income for 2006, were $34,630 and $23,825 lower, respectively, and basic and diluted earnings per share were $0.09 lower than if the Company continued to account for stock options under APB No. 25.

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), which provided for a special one-time tax deduction for certain foreign earnings repatriated in 2005, was signed into law. 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.

Restructuring

The Company’s restructuring plans primarily include severance and employee related benefit costs, costs to consolidate or close facilities, accelerated depreciation and other qualifying

exit costs. The Company estimates the expense for these plans, which are approved by senior management, by accumulating detailed estimates for each element of the restructuring. Such costs represent management’s best estimate, but require assumptions about the restructuring that may change over time. Estimates are evaluated periodically.

Goodwill and Other Intangible Assets

The Company reviews goodwill for impairment annually. The Company compares the fair value of each reporting unit, which is consistent with the reportable segments in Note 16,to its carrying value. If the reporting unit’s fair value exceeds the carrying value of its net assets, goodwill is not considered impaired. If the carrying value exceeds its fair value, the Company must analyze the fair value of the reporting unit’s goodwill relative to its carrying value. If its carrying value exceeds its fair value, an impairment loss is recorded to write goodwill down to fair value. The Company reviews intangible assets with indefinite lives for impairment annually. The Company compares the fair value of the intangible asset to its carrying value. If the intangible asset’s fair value exceeds its carrying value, it is not impaired. If the intangible asset’s carrying value exceeds its fair value, an impairment loss is recorded to write the intangible asset down to fair value.

Determining the fair value of a reporting unit and intangible asset 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 amortizes intangible assets with determinable useful lives over 5 to 17 years. The Company reviews intangible assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. When indicators of impairment are present, the Company evaluates the recoverability of the carrying value of an intangible asset in relation to its operating performance and future undiscounted cash flows. If the asset’s carrying value is not recoverable, an impairment loss is recorded to write down the intangible asset to fair value.

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, 2006 and December 31, 2005 were $1,100.

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 (expense),

43

net. Prior to the donation, the Company’s investments in marketable equity securities were held for an indefinite period resulting in unrealized holding gains of $15,351 at December 31, 2004. Unrealized holding gains, net of tax, of $9,979 at December 31, 2004 were included as a component of accumulated other comprehensive loss in stockholders’ equity.

Deferred Charges and Other Assets

Deferred charges and other assets included deferred compensation assets of $93,200 and $79,800 at December 31, 2006 and 2005, respectively, and prepaid pension assets(A) of $107,300 at December 31, 2005.

Accrued Expenses

Accrued expenses at December 31, 2006 and 2005 included $116,900 and $135,900 of payroll expenses, respectively.

Other Noncurrent Liabilities

Other noncurrent liabilities included $112,500 and $112,100 of deferred compensation at December 31, 2006 and 2005, respectively, and $89,500 of underfunded pension and post-retirement benefits(A) at December 31, 2006.

(A) The adoption of SFAS No. 158 changed the presentation of pension balances at December 31, 2006, as disclosed in Pension and Other Post-retirement Plan Benefits.

3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2004, SFAS No. 151, “Inventory Costs — an amendment of ARB No. 43, Chapter 4” was issued. SFAS No. 151 requires abnormal amounts of idle facility expense, freight handling costs and spoilage to be recognized as current-period charges. It also requires that allocation of fixed production overheads to the costs of conversion be based on normal capacity of the production facilities. The Company adopted SFAS No. 151 at the beginning of fiscal year 2006 with no material impact to the financial statements.

In December 2004, SFAS No. 123(R),“Share-Based Payment” was issued. SFAS No. 123(R) requires stock-based compensation to be measured based on the grant date fair value of the awards and the cost to be recognized over the period during which an employee is required to provide service in exchange for the award. The Company adopted SFAS No. 123(R) at the beginning of fiscal year 2006. See Notes 2 and 12 for the impact to the financial statements.

In December 2004, SFAS No. 153, “Exchanges of Nonmonetary Assets — an amendment of APB Opinion No. 29” was issued. SFAS No. 153 eliminates the exception from fair value

measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. The Company adopted SFAS No. 153 at the beginning of fiscal year 2006 with no material impact to the financial statements.

In September 2006, SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of SFAS No. 87, 88, 106, and 132(R)” was issued. SFAS No. 158 requires the funded status of pension and post-retirement plans to be recorded as assets or liabilities and unrecognized gains or losses to be recorded in accumulated other comprehensive loss in the balance sheet. The Company adopted SFAS 158 for fiscal year 2006. See Notes 2 and 15 for the impact to the financial statements.

In July 2006, FIN 48,“Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” was issued. FIN 48 prescribes a recognition threshold and measurement attribute for tax positions. The Company is required to adopt FIN 48 at the beginning of fiscal year 2007 and does not expect any material impact to the financial statements.

4. 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, restricted stock and long-term stock grants. Dilutive earnings per share are computed based on the weighted-average number of common shares outstanding including any dilutive effect of stock options, restricted stock and long-term stock grants. The dilutive effect of stock options, restricted stock and long-term stock grants is calculated under the treasury stock method. Earnings per share were calculated as follows:

	2006		2005		2004
Net earnings	$	529,377		517,252		492,954
Basic shares outstanding		277,556		280,964		280,796
Effect of dilutive securities		843		1,320		1,045
Dilutive Common Stock		278,399		282,284		281,841
Net earnings per share:
Basic	$	1.91		1.84		1.76
Diluted	$	1.90		1.83		1.75

Effect of dilutive securities on dilutive Common Stock excludes average outstanding stock options of 6,195 in 2006, 756 in 2005 and 2,025 in 2004 as these stock options were antidilutive.

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5. GOODWILL AND OTHER INTANGIBLES

The following table summarizes goodwill by segment:

	December 31, 2006			December 31, 2005
	Gross Carrying		Gross Carrying
	Amount		Amount
North America	$	853,660		844,189
EMEAI		230,645		210,581
Asia		63,298		39,449
Total	$	1,147,603		1,094,219

Goodwill changed between periods primarily due to the finalization of the purchase price allocation for the new confectionery brands and the closing of the purchase of Sugus operations in China.

The following table summarizes intangible assets with indefinite lives and determinable lives, subject to amortization, including the total gross carrying and accumulated amortization:

	December 31, 2006			December 31, 2005
	Gross Carrying			Gross Carrying
	Amount			Amount
Intangible assets with indefinite lives:
Brands	$	391,523			388,480
Intangible assets with determinable lives:
Trademarks		18,778			16,048
Patents and licenses		20,585			18,652
Customer relationships		10,200			10,200
		49,563			44,900
Accumulated amortization		(25,216	)		(22,275	)
Total	$	415,870			411,105

Amortization expense was $2,941 in 2006, $2,418 in 2005 and $1,898 in 2004. The following table summarizes the estimated amortization expense for the five succeeding

fiscal years for trademarks, patents and licenses and customer relationships held at December 31, 2006:

For The Years Ending
2007	$	3,398
2008		3,370
2009		2,965
2010		2,696
2011		2,440

6. 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. At December 31, 2006, the fair value of the senior notes, based on market quotes, was $958,740.

Also on July 14, 2005, the Company entered into an agreement for a $600,000 five-year unsecured 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 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 covenants, with which at December 31, 2006 the Company was compliant. The Company had no borrowings outstanding under the credit facility at December 31, 2006 and 2005. At December 31, 2006 and 2005, $65,000 and $100,000 of commercial paper was outstanding bearing an average interest of 5.26% and 4.19%, respectively.

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.

7. LEASES

The Company leases certain facilities, equipment and vehicles under agreements that are classified as operating leases. Rental expense pursuant to operating leases was $31,463, $24,506 and $19,622 in 2006, 2005 and 2004, respectively. Future minimum payments, by

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year and in the aggregate, under operating leases having an original term greater than one year at December 31, 2006 were as follows:

For The Years Ending
2007	$	35,920
2008		27,150
2009		20,327
2010		15,927
2011		13,925
Thereafter		27,771
Total	$	141,020

8. 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 loss 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 (expense), net. Ineffectiveness recognized during 2006, 2005 and 2004 was immaterial.

At December 31, 2006, 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 2007, had an aggregate notional amount of $808,424. The aggregate notional amount of open foreign exchange contracts at December 31,2005 was $588,104. The fair value of open foreign exchange contracts and currency options,as determined by bank quotes, was a $8,439 and $115 loss recorded in accrued expenses at December 31, 2006 and 2005, respectively.

Fair Value of Other Financial Instruments

The carrying amount of cash and cash equivalents, short-term investments, accounts receivable, commercial paper and accounts payable approximate fair value.

9. COMMON STOCK

On April 4, 2006, the Company’s stockholders authorized a one-time stock dividend of one share of Class B Common Stock for each four shares of Common Stock issued and one share of Class B Common Stock for each four shares of Class B Common Stock issued. In connection with the distribution of Class B Common Stock to holders of both Common Stock and Class B Common Stock, cash payments were made in lieu of issuing any fractional shares of Class B Common Stock. All share information included herein has been adjusted to reflect the stock dividend. The Company distributed the one-time stock dividend on May 1, 2006.

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.

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Treasury stock may be acquired for the Company’s Management Incentive Plan (MIP) or under the Share Repurchase Program resolutions adopted by the Board of Directors. During 2006, 2005 and 2004, the Company purchased 2,132 shares, 3,382 shares and 1,433 shares at an aggregate cost of $125,570, $231,610, and $84,895, respectively, under the Board of Director authorizations. At December 31, 2006, $503,193 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 1.25 one-thousandth of a share of Series A Junior Participating Preferred Stock for $200. The rights will trade along with,and not separately from, the shares of Common Stock and Class B Common Stock unless they 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, 2006 and 2005, 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.

10. ACQUISITIONS

On 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 provided additional diversification in key categories of mints and hard and chewy candy, expanded the product offering to customers worldwide, added scale and brand depth to the innovation pipeline, and increased 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 $1,436,259, 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 purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their fair values at the date of acquisition. The Company determined the fair values based on independent appraisals, discounted cash flow analyses, quoted market prices and estimates made by management. To the extent the purchase price exceeded the fair value of the net identifiable tangible and intangible assets acquired, such excess was recorded as goodwill.

The following table contains the final purchase price allocation, which summarizes the fair values of the assets acquired and liabilities incurred as a result of integration plans, at the date of acquisition.

Inventory	$	47,365
Net property, plant and equipment		86,904
Other noncurrent assets		45,808
Intangibles		367,695
Total assets acquired		547,772
Accrued liabilities		23,606
Net assets acquired	$	524,166

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

Other noncurrent assets included $28,356 associated with Sugus operations in China, the final purchase of which did not close until April 17, 2006.

Goodwill of $912,093 was recognized in connection with the acquisition,with $826,930 and $85,163 included in the North America and EMEAI segments, respectively. All goodwill recognized for income tax purposes is deductible.

The Company closed the acquired facility in Bridgend,Wales as of April 18, 2006. Other operations, including co-manufacturers, will also be consolidated over the next few years. The Company recognized severance and other cash closing costs of $23,606 as a result of the Bridgend and other facility closures as well as other asset transfers. The majority of the activities should be significantly completed by the first quarter of 2007.

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On April 1, 2004, the Company completed its transaction with Agrolimen, a privately-held Spanish conglomerate, to acquire certain confectionery businesses 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.

Subsequent to December 31, 2006, the Company acquired an 80% interest in A. Korkunov, a privately held premium chocolate company in Russia, for approximately $300,000, with the remaining 20% to be acquired over time.

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	$	4,372,864		4,156,791
Net earnings	$	519,217		495,773
Net earnings per share:
Basic	$	1.85		1.77
Diluted	$	1.84		1.76

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.

11. 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 closed 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 is in the process of preparing the properties for sale.

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, of which $85,297 had been incurred at December 31, 2006 including $40,223 incurred in fiscal year 2005. 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 to incur approximately $81,000 in the North America segment and $14,900 in the All Other segment.

	Employee			Accelerated			Closure			Other
	Separation			Depreciation			Costs			Costs			Total
Estimated restructuring charge	$	39,500			29,330			23,200			3,870			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 (B)		(22,051	)		(9,954	)		–			–			(32,005	)
Accrued balance at December 31, 2005	$	6,549			–			–			599			7,148
Charge to expense		8,353			19,376			14,656			2,689			45,074
Cash payments		(4,944	)		–			(14,505	)		(3,288	)		(22,737	)
Noncash utilization		–			(19,376	)		–			–			(19,376	)
Accrued balance at December 31, 2006	$	9,958			–			151			–			10,109
Cumulative restructuring charge	$	38,017			29,330			14,662			3,288			85,297

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

All expenses are recorded as restructuring charges in the Consolidated Statement of Earnings. The Company has incurred a cumulative charge for all activities to date at December 31, 2006 of $85,297, including $71,206 in the North America segment with the remaining $14,091 in the All Other segment. The Company incurred a $45,074 charge for

48

2006, including $39,237 in the North America segment with the remaining $5,837 in the All Other segment. The Company incurred a $40,223 charge for 2005, including $31,969 in the North America segment with the remaining $8,254 in the All Other segment.

The Company expects to recognize a gain upon the sales of the properties; however, the amount will depend on certain activities, some of which are external and beyond the Company’s control. The restructuring charges discussed herein are exclusive of any potential gain on the sales of these properties.

12. STOCK-BASED COMPENSATION PLANS

The Management Incentive Plan (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 25,000 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 or awarded under the stock option, long-term stock grant, restricted stock and stock award programs. Deferral share units are also awarded to non-employee directors. Stock options are granted at an exercise price equal to the fair market value of Common Stock at the grant date (with one exception disclosed below), vest ratably over a four year period and expire after ten years. Long-term stock grants are earned based on the Company’s total shareholder return relative to the total shareholder return of a peer group index during the five-year cliff vesting period and may be awarded between 0% to 200% of the initial target grant. Stock awards are awarded at a fixed value based upon a prescribed formula. Restricted stock is granted at a share price equal to the fair market value of the Common Stock at the grant date and cliff vests over a two or three year period. The Company issues Common Stock for share based compensation awards from Common Stock in treasury.

The Company’s stock option activity during 2006 was as follows:

				Weighted		Weighted Average	Aggregate
	Number of			Average		Remaining	Intrinsic
	Shares			Exercise Price		Contractual Life	Value
Outstanding at December 31, 2005		12,216		$	47.01
Granted		4,049			47.69
Exercised		(611	)		43.64
Forfeited and cancelled		(422	)		50.10
Outstanding at December 31, 2006		15,232		$	47.24	7.3 years	$	82,344
Exercisable at December 31, 2006		7,194		$	44.16	5.8 years	$	57,223

Stock options granted during 2006 include 250 options at a premium exercise price of $62.28.

The Company’s long-term stock grant activity during 2006 was as follows:

	Number of Shares			Weighted Average
	(Based on Target)			Fair Value
Outstanding at December 31, 2005		1,074		$	43.11
Granted		555			43.42
Vested and awarded		(234	)		34.24
Forfeited		(69	)		44.61
Outstanding at December 31, 2006		1,326		$	44.68

The Company’s restricted stock activity during 2006 was as follows:

				Weighted Average
	Number of Shares			Fair Value
Outstanding at December 31, 2005		37		$	53.98
Granted		51			47.01
Vested		(4	)		54.01
Forfeited		(3	)		45.99
Outstanding at December 31, 2006		81		$	49.89

The weighted average fair value of equity instruments granted during 2006, 2005 and 2004 was as follows:

	Weighted Average Fair Value
	2006		2005		2004
Stock options	$	8.36		12.02		11.94
Long-term stock grants		43.42		44.52		46.70
Restricted stock		47.01		53.98		–

The fair value of stock options is estimated utilizing the Black-Scholes method. The fair value of long-term stock grants is estimated utilizing a weighted average payout analysis that estimates probabilities of all possible award points between 0% and 200%. The fair value of restricted stock is based on the grant date fair market value of the Company’s Common Stock. The total fair value estimates, for each of these awards granted, are recognized net of an estimate for expected forfeitures. The Company re-evaluates the estimate periodically and adjusts the forfeiture rate prospectively, as necessary, to ultimately recognize the actual expense based on service provided and shares vested. Lastly, the fair value of stock awards is based on the specific payout formula to determine the award amount.

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The table below summarizes the key assumptions used in the Black-Scholes model to calculate the fair value of stock options:

	Interest Rate			Dividend Yield			Expected Volatility			Expected Life
2006		4.96	%		2.20	%		13.5	%	6 years
2005		3.88	%		1.62	%		18.5	%	6 years
2004		4.33	%		1.34	%		20.0	%	6 years

The risk free interest rate is based on U.S. Treasury yields with a remaining term that approximates the expected life of the options granted. The dividend yield is based on the current dividend yield at the time of the grant. The expected volatility is based on the historical six year monthly average of the Company’s Common Stock from the date of grant. The expected life is based on consideration of the term and vesting period.

Cash received from the exercise of stock options was $26,381, $66,102 and $56,576 for 2006, 2005 and 2004, respectively, and is included in Common Stock Issued in the Consolidated Statement of Cash Flows. The intrinsic value of stock options exercised was $4,639, $26,826 and $22,966 in 2006, 2005 and 2004, respectively.

During 2006, 2005 and 2004, the Company awarded 74, 65 and 65 stock awards with an aggregate fair value of $3,821, $3,557 and $2,929, respectively.

The total remaining unearned compensation related to all share-based compensation at December 31,2006 was $78,384 and will be amortized over a weighted average remaining service period of 2.6 years.

13. INCOME TAXES

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

	2006		2005		2004
Domestic	$	90,835		140,762		193,017
Foreign		678,212		613,898		527,479
	$	769,047		754,660		720,496

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

	2006			2005			2004
Provision at U.S. federal statutory rate	$	269,166			264,131			252,173
State taxes — net		2,272			4,134			3,844
Foreign tax rates		(51,893	)		(35,767	)		(25,149	)
Tax credits		(6,090	)		(4,646	)		(2,851	)
Other — net		26,215			9,556			(475	)
	$	239,670			237,408			227,542

The other-net in 2006 included income tax expense of $19,180 for U.S. tax expense related to planned future dividends of 2006 foreign earnings reflecting increased dividend requirements from foreign subsidiaries. The other-net in 2005 included the incremental income tax expense of $5,500 due to the repatriation of foreign earnings.

The components of the provisions for income taxes were:

	Current		Deferred			Total
2006
Federal	$	14,871		5,305			20,176
Foreign		217,650		(4,927	)		212,723
State		6,630		141			6,771
	$	239,151		519			239,670
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

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The following table summarizes components of deferred tax assets and (liabilities) at December 31:

	2006			2005
Accrued compensation, pension and post-retirement benefits	$	121,438			32,338
Depreciation		(24,625	)		(29,659	)
Goodwill and intangibles		(46,586	)		(19,091	)
Accrued liabilities and other items — net		12,701			15,307
Net deferred tax asset (liability)	$	62,928			(1,105	)

The adoption of SFAS No. 123(R) and SFAS No. 158 during 2006 resulted in the recognition of additional deferred tax assets.

The following table summarizes the balance sheet classification of deferred tax assets and (liabilities) at December 31:

	2006			2005
Deferred Tax Asset
Current	$	40,661			37,714
Noncurrent		36,480			16,148
Deferred Tax Liability
Current		(1,511	)		(9,111	)
Noncurrent		(12,702	)		(45,856	)
Net deferred tax asset (liability)	$	62,928			(1,105	)

Applicable U.S. income and foreign withholding taxes have not been provided on approximately $790,000 of undistributed earnings of international associated companies at December 31, 2006. 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 $190,000 of deferred income taxes would need to be provided.

14. OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive loss and comprehensive income as of and for the years ended December 31, 2006, 2005 and 2004 were as follows:

	Accumulated Other			Comprehensive
	Comprehensive (Loss		)	Income
Balance December 31, 2003	$	(35,133	)
Net earnings				$	492,954
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
Comprehensive income				$	583,760
Balance December 31, 2004	$	55,673
Net earnings				$	517,252
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	)
Comprehensive income				$	433,561
Balance December 31, 2005	$	(28,018	)
Net earnings				$	529,377
Foreign currency translation adjustments, net of $49 tax expense		77,596			77,596
Loss on derivative contracts, net of $1,699 tax benefit		(3,759	)		(3,759	)
Adjustment to initially apply SFAS No. 158, net of $55,184 tax benefit (Notes 2 and 15)		(110,485	)
Comprehensive income				$	603,214
Balance December 31, 2006	$	(64,666	)

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The following table summarizes unrealized gains and (losses) recognized in accumulated other comprehensive loss at December 31:

	2006			2005
Foreign currency translation adjustment	$	49,963			(27,633	)
Loss on derivative contracts		(4,144	)		(385	)
Unrecognized pension and post-retirement losses		(110,485	)		—
	$	(64,666	)		(28,018	)

15. PENSION AND OTHER POST — RETIREMENT PLANS

The Company maintains noncontributory defined benefit plans covering substantially all of its employees in the U.S. and in certain other countries. 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. In the U.S., 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. but also in certain other countries, which provide limited health care benefits on a contributory basis and life insurance benefits. The costs of these post-retirement benefits are 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.

The following table summarizes assets and (liabilities) recognized in the Consolidated Balance Sheet at December 31:

	Pension						Post-retirement						Total
	2006			2005			2006			2005			2006			2005
Noncurrent assets	$	4,300			107,300			700			—			5,000			107,300
Current liabilities		(400	)		—			(400	)		—			(800	)		—
Noncurrent liabilities		(60,200	)		(8,100	)		(29,300	)		(10,500	)		(89,500	)		(18,600	)
	$	(56,300	)		99,200			(29,000	)		(10,500	)		(85,300	)		88,700

See Note 2 regarding the adoption of SFAS No. 158 and its effect on the presentation of pension and post-retirement balances on the Consolidated Balance Sheet.

The following table summarizes gains and (losses) net of tax recognized in accumulated other comprehensive loss at December 31, 2006:

	Pension			Post-retirement			Total
Net actuarial loss	$	(95,678	)		(12,788	)		(108,466	)
Prior service cost		(4,240	)		1,018			(3,222	)
Transition asset		1,203			—			1,203
	$	(98,715	)		(11,770	)		(110,485	)

The estimated net actuarial losses, prior service costs and transition assets that will be amortized from accumulated other comprehensive loss into net periodic benefit cost (benefit) during 2007 are $5,700, $2,000 and ($200), respectively.

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Pension Plans

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

	U.S. PLANS						NON-U.S. PLANS
	2006			2005			2006			2005
Change in Benefit Obligation
Benefit obligation at beginning of year	$	466,700			419,500		$	238,300			223,100
Service cost		16,100			13,900			13,200			10,800
Interest cost		26,200			24,400			12,700			12,000
Plan participants’ contributions		—			—			500			500
Actuarial loss (gain)		(22,300	)		32,400			20,500			20,800
Foreign currency exchange		—			—			27,200			(21,100	)
Curtailment		—			(15,800	)		—			—
Early retirement programs		—			10,100			—			—
Other		—			—			400			(200	)
Benefits paid		(20,900	)		(17,800	)		(11,500	)		(7,600	)
Benefit obligation at end of year	$	465,800			466,700		$	301,300			238,300
Change in Plan Assets
Fair value at beginning of year		402,000			359,500			226,800			174,200
Actual return on plan assets		50,400			24,900			21,400			27,100
Plan participants’ contributions		—			—			500			500
Foreign currency exchange		—			—			25,800			(17,400	)
Employer contribution		400			35,400			16,200			49,700
Other		—			—			(300	)		(400	)
Benefits paid		(20,900	)		(17,800	)		(11,500	)		(6,900	)
Fair value at end of year	$	431,900			402,000		$	278,900			226,800
Funded status at end of year	$	(33,900	)		(64,700	)	$	(22,400	)		(11,500	)

For the U.S., the December 31, 2005 plans also included unrecognized net actuarial losses and prior service costs of $111,900 and $6,500, respectively,resulting in a net $53,700 prepaid benefit cost. For the non-U.S., the December 31, 2005 plans also included unrecognized net actuarial losses, prior service costs and transition assets of $57,300, $1,800 and $2,100, respectively, resulting in a net $45,500 prepaid benefit cost.

The total accumulated benefit obligation for the U.S. defined benefit pension plan was $409,178 and $400,273 at December 31, 2006 and 2005, respectively. The Company’s non-qualified, unfunded, noncontributory supplemental retirement plan had a projected benefit obligation of $12,201 and $12,328 and an accumulated benefit obligation of $9,402 and $8,766 at December 31, 2006 and 2005, respectively. The total accumulated benefit obligation for the non-U.S. defined benefit pension plans was $265,600 and $215,800 at December 31, 2006 and 2005, respectively.

The U.S. plans’ expected long-term rate of return on plan assets of 8.25% 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 2006 was to achieve an asset allocation balance within planned targets to obtain an average 8.25% annual return for the long-term.

The non-U.S. plans’ expected long-term rates of return on plan assets ranges from 4.25% to 7.00%, 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 2006 was to achieve asset allocation balances within planned targets to obtain average annual returns between 4.25% and 7.00% 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 expects to contribute approximately $500 to the U.S. pension plans during 2007. The Company expects to contribute approximately $5,100 to the non-U.S. plans during 2007.

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U.S. pension plan asset allocations by category at December 31, 2006 and 2005, and target allocations for 2007 are as follows:

Asset Category	Percentage of Plan Assets						Target Allocation
	2006			2005			2007
Equity securities		65	%		60	%		55-65	%
Fixed income securities		31	%		36	%		35-45	%
Real estate securities		4	%		4	%		0-10	%
Total		100	%		100	%		100	%

Non-U.S. pension plan asset allocations by category at December 31, 2006 and 2005, and target allocations for 2007 are as follows:

Asset Category	Percentage of Plan Assets						Target Allocation
	2006			2005			2007
Equity securities		48	%		48	%		50-65	%
Fixed income securities		34	%		34	%		20-30	%
Real estate securities		3	%		3	%		5-10	%
Other		15	%		15	%		10-20	%
Total		100	%		100	%		100	%

The components of net periodic benefit cost were as follows:

	U.S. PLANS									NON-U.S. PLANS
	2006			2005			2004			2006			2005			2004
Service cost	$	16,100			13,900			12,000		$	13,200			10,800			8,700
Interest cost		26,200			24,400			23,100			12,700			12,000			10,200
Expected return on plan assets		(32,400	)		(29,800	)		(27,000	)		(16,100	)		(11,900	)		(10,400	)
Amortization of unrecognized transition assets		—			—			—			(300	)		(300	)		(300	)
Prior service costs recognized		2,000			2,100			2,100			200			200			200
Recognized net actuarial loss		5,600			4,200			2,600			2,500			2,400			1,700
Early retirement program		—			10,100			6,800			—			—			—
Curtailment charge		—			400			—			—			—			—
Other pension plans		—			—			—			1,800			1,900			2,000
Net periodic benefit cost	$	17,500			25,300			19,600		$	14,000			15,100			12,100

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

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

	U.S. PLANS						NON-U.S. PLANS
	2006			2005			2006			2005
Discount rates		5.75	%		5.50	%		3.75-5.40	%		4.25-5.25	%
Rates of increase in compensation levels		4.25	%		4.25	%		3.00-4.25	%		3.00-4.25	%

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

	U.S. PLANS									NON-U.S. PLANS
	2006			2005			2004			2006			2005			2004
Discount rates		5.50	%		5.75	%		6.25	%		4.25-5.40	%		4.25-6.25	%		5.00-6.50	%
Long-term rates of return on plan assets		8.25	%		8.50	%		8.75	%		4.25-7.00	%		5.25-7.50	%		5.50-7.50	%
Rates of increase in compensation levels		4.25	%		4.25	%		4.25	%		3.00-4.25	%		3.00-4.25	%		3.00-4.50	%

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
2007	$	23,000	$	7,800
2008		23,300		8,000
2009		23,500		7,700
2010		23,800		8,800
2011		24,300		9,000
2012-2016		137,200		51,400

54

Other Post-Retirement Benefit Plans

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

	2006			2005
Change in Benefit Obligation
Benefit obligation at beginning of year	$	71,500			54,000
Service cost		2,500			2,000
Interest cost		3,700			3,100
Actuarial loss (gain)		(4,800	)		3,300
Benefits paid		(3,300	)		(2,800	)
Curtailment		—			11,400
Special termination benefits		—			500
Benefit obligation at end of year	$	69,600			71,500
Change in Plan Assets
Fair value at beginning of year	$	35,500			27,800
Actual return on plan assets		5,100			700
Employer contribution		3,300			9,800
Benefits paid		(3,300	)		(2,800	)
Fair value at end of year	$	40,600			35,500
Funded status at end of year	$	(29,000	)		(36,000	)

The December 31, 2005 plans also included unrecognized net actuarial losses and prior service credits of $27,300 and $1,800, respectively, resulting in a net $10,500 accrued benefit cost.

The discount rate assumption used to determine benefit obligations for the Company’s post-retirement benefit plans was 5.50% for 2006 and 2005.

Post-retirement plan asset allocations by category at December 31, 2006 and 2005, and target allocation for 2007 are as follows:

Asset Category	Percentage of Plan Assets						Target Allocation
	2006			2005			2007
Equity securities		86	%		91	%		85-95	%
Fixed income securities		14	%		9	%		5-15	%
Total		100	%		100	%		100	%

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

	2006			2005			2004
Service cost	$	2,500			2,000			1,900
Interest cost		3,700			3,100			2,800
Expected return on plan assets		(2,800	)		(2,300	)		(1,900	)
Recognized net actuarial loss		900			1,100			800
Special termination		—			500			200
Curtailment charge		—			11,000			—
Prior service cost		(200	)		(300	)		(100	)
Net periodic benefit cost	$	4,100			15,100			3,700

The curtailment charge in 2005 was related to the restructuring of the North American production network.

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

	2006			2005			2004
Discount rate		5.50	%		5.75	%		6.25	%
Long-term rates of return on plan assets		8.25	%		8.50	%		8.75	%

The post-retirement benefit plans’ expected long-term rate of return on plan assets of 8.25% was based on the aggregate historical returns of the investments that comprise the plan portfolio. The investment strategy of the plans in 2006 was to select an asset allocation balance to obtain an average 8.25% annual return for the long-term.

The Company expects to contribute $4,800 to the plans during 2007 to cover expected retiree benefit claims.

An 8% annual rate of increase in the per capita cost of covered post-retirement benefits was assumed for 2007.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	$	5,500	$	(4,800	)
Effect on total of service and interest cost components	$	700	$	(600	)

55

Estimated future benefit payments for post-retirement benefit plans, which reflect expected future service, as appropriate, are as follows:

For The Years Ending
2007	$	4,800
2008		5,100
2009		5,500
2010		5,600
2011		5,800
2012-2016		29,500

Defined Contribution Plans

In addition to the defined benefit plans described above, the Company also sponsors defined contribution plans within the U.S. and in certain other countries. The U.S. plan covers full-time and part-time employees and provides for contributions up to 4.8% of salary, based on employee contribution. Defined contribution plan expense was $16,536, $13,770 and $9,716 in 2006, 2005 and 2004, 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, 2006 and 2005, was 4,222 and 5,298, respectively.

16. 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 2005 and 2004 amounts have been reclassified to compare to 2006 presentation:

Net Sales	2006		2005		2004
North America	$	1,752,289		1,535,020		1,279,667
EMEAI		2,070,366		1,894,364		1,761,866
Asia		622,853		506,171		401,649
Other Geographic Regions		180,153		163,556		155,430
All Other		60,350		60,195		49,980
Total Net Sales	$	4,686,011		4,159,306		3,648,592

All Other net sales consist primarily of sales of gum base.

56

Earnings Before Income Taxes	2006			2005			2004
North America	$	346,803			377,842			342,097
EMEAI		568,937			488,740			440,447
Asia		159,434			129,111			98,666
Other Geographic Regions		23,623			19,025			29,610
All Other		(277,324	)		(238,382	)		(190,601	)
Operating income		821,473			776,336			720,219
Interest expense		(61,820	)		(31,648	)		(3,879	)
Investment income		8,029			15,713			11,872
Other income (expense), net		1,365			(5,741	)		(7,716	)
Earnings before income taxes	$	769,047			754,660			720,496

All Other includes corporate expenses such as costs related to research and development, information systems, certain administrative functions, and operating results from the manufacture and sale of gum base. Also included are restructuring charges at L.A. Dreyfus in 2006 and 2005 and certain integration costs related to acquisitions in 2005 and 2004.

Assets	2006		2005		2004
North America	$	2,430,841		2,456,829		1,129,278
EMEAI		1,410,795		1,230,381		1,353,418
Asia		295,658		280,575		258,999
Other Geographic Regions		149,241		126,037		96,664
All Other		166,330		118,242		136,007
Assets used in operating activities		4,452,865		4,212,064		2,974,366
Corporate		208,733		182,289		192,337
Total assets	$	4,661,598		4,394,353		3,166,703

Assets are categorized based upon the geographic segment where they reside. Assets in Corporate consist principally of property and equipment as well as certain short-term investments and marketable equity securities in 2004 which are held by the corporate office.

Depreciation and
Amortization Expense	2006		2005		2004
North America	$	69,671		54,458		36,128
EMEAI		71,415		67,646		61,620
Asia		16,845		15,818		12,748
Other Geographic Regions		7,748		6,458		3,844
All Other		8,071		6,990		5,894
Depreciation and amortization expense related to operating activities		173,750		151,370		120,234
Corporate		26,363		23,915		21,617
Total depreciation and amortization expense	$	200,113		175,285		141,851

Depreciation and amortization expense is categorized consistent with the geographic region in which the asset resides.

Capital Expenditures	2006			2005			2004
North America	$	104,507			93,527			73,451
EMEAI		83,618			70,033			59,827
Asia		22,143			21,982			8,047
Other Geographic Regions		15,446			29,672			15,586
All Other		34,144			13,194			5,020
Capital expenditures for operating activities		259,858			228,408			161,931
Corporate		69,503			55,304			61,757
Gross capital expenditures		329,361			283,712			223,688
Intersegment asset transfers		(1,603	)		(1,943	)		(3,366	)
Net capital expenditures	$	327,758			281,769			220,322

Capital expenditures are categorized based upon the geographic segment in which the expenditures occurred. Intersegment asset transfers are primarily due to sales between production facilities worldwide. Such transfers are recognized at net book value.

57

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—www.computershare.com/wrigley.

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 all stockholders of record on April 4,1986 and also pursuant to the stock dividend paid in shares of Class B Common Stock to all stockholders of record on April 17, 2006, 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 Common Stock through the plan.

Approximately 75% 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.

58

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 a percentage of the current market value of the stock represented by the missing certificates. 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 43078

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 stockholders 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 Form 10-K for the fiscal year ended December 31, 2006 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 Form 10-K. On April 18, 2006 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.

2007 ANNUAL MEETING

The Annual Meeting of Stockholders will be held at 9:00 a.m. Central Standard Time, Wednesday, March 14, 2007, in the Chase Auditorium, Chase Tower, 10 South Dearborn Street, Chicago, IL 60603.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(INDEPENDENT AUDITORS)

Ernst & Young LLP

233 S. Wacker Drive

Chicago IL 60606-6301

59

CORPORATE FACILITIES AND PRINCIPAL ASSOCIATED COMPANIES

*Denotes production facility

#Operations terminated in 2006

CORPORATE HEADQUARTERS

Wrigley Building

410 North Michigan Avenue

Chicago, Illinois 60611

www.wrigley.com

PRINCIPAL ASSOCIATED COMPANIES

DOMESTIC

Wrigley Manufacturing Company, LLC

Chattanooga, Tennessee*
Chicago, Illinois*#
Gainesville, Georgia*
Yorkville, Illinois*

Four-Ten Corporation#
Chicago, Illinois

Wrigley Sales Company
Chicago, Illinois

L.A. Dreyfus Company*#
Edison, New Jersey

Northwestern Flavors, LLC*
West Chicago, Illinois

INTERNATIONAL

The Wrigley Company Pty. Limited*
Sydney, Australia

Wrigley Austria Ges.m.b.H.
Salzburg, Austria

UAB Wrigley Baltics
Vilnius, Lithuania

Wrigley Bulgaria EOOD
Sofia, Bulgaria

Wrigley Canada*
Ontario, Canada

Wrigley Confectionary
(China) Ltd.*
Guangzhou, Guangdong,
People’s Republic of China

Wrigley Confectionary (Shanghai)
Company Ltd.*
Shanghai, People’s Republic of
China

Wuzhou Cafosa Gum Ltd.*#
Wuzhou City, Guangxi,
People’s Republic of China

Wrigley Croatia d.o.o.
Zagreb, Croatia

The Wrigley Company Limited*
Plymouth, England, U.K.

Wrigley France S.N.C.*
Biesheim, France

Wrigley S.A.S.
Paris, France

Wrigley G.m.b.H.
Munich, Germany

The Wrigley Company
(H.K.) Limited
Hong Kong

Wrigley Hungaria, Kft.
Budapest, Hungary

Wrigley India Private Limited
Bangalore, Karnataka, India*
Baddi, India*

Wrigley Israel Ltd.
Herzeliya-Pituach, Israel

Wrigley Italia, Srl.
Aprilia, Italy

PT Wrigley Indonesia
Jakarta, Indonesia

Wrigley & Company Ltd., Japan
Tokyo, Japan

The Wrigley Company
(East Africa) Limited*
Nairobi, Kenya

The Wrigley Company
(Malaysia) Sdn.Bhd.
Kuala Lumpur, Malaysia

Wrigley Mexico S. de R.L.
de CV (Mexico)*
Silao, Guanajuato, Mexico

The Wrigley Company
(N.Z.) Limited
Auckland, New Zealand

Wrigley s.r.o.
Prague, Czech Republic

Wrigley Scandinavia AS
Oslo, Norway

The Wrigley Company
(P.N.G.) Ltd.
Port Moresby, Papua New Guinea

Wrigley Philippines, Inc.*
Antipolo City, Philippines

Wrigley Poland Sp. zo.o.*
Poznan, Poland

Wrigley Romania Produse
Zaharoase SRL
Bucharest, Romania

OOO Wrigley
Moscow, Russia
St. Petersburg, Russia*

Wrigley d.o.o.Beograd
Belgrade, Serbia

Wrigley Slovakia s.r.o.
Banska Bystrica, Slovakia

Wrigley d.o.o.
Ljubljana, Slovenia

The Wrigley Company
South Africa (Pty) Limited
Johanesburg, South Africa

Cafosa Gum, SA*
Santiga, Spain

Wrigley Co., S.A.U.
Barcelona, Spain

Wrigley Scandinavia AB
Stockholm, Sweden

Wrigley Taiwan Limited*
Taipei, Taiwan, R.O.C.

Wrigley Middle East, FZCO
Dubai, United Arab Emirates

Wrigley Ukraine, TzoV
Kiev, Ukraine

60

EX-21

EXHIBIT 21

Subsidiaries of the Company

Name of Company	State or Country of Corporation
Wm. Wrigley Jr. Company	Delaware
All the companies listed below are included in the Company’s consolidated financial statements. Except as otherwise indicated below, the Company has 100% direct or indirect ownership of, and ultimate voting control in, each of these companies. The list is as of December 31, 2006 and excludes 100% owned subsidiaries which are primarily inactive and taken singly, or as a group, do not constitute significant subsidiaries:
Northwestern Flavors, LLC.	Illinois
L. A. Dreyfus Company	Delaware
Four-Ten Corporation	Illinois
Zeno Air, Inc.	Delaware
Wrigley WebEsprit, Inc.	Delaware
Wrigley Investment Company	Delaware
Wrigley International Holding Company	Illinois
Wrigley Enterprises, Inc.	Delaware
Wrigley Manufacturing Company, LLC	Delaware
Wrigley Sales Company	Delaware
The Wrigley Company South Africa (Pty) Limited	Delaware
The Wrigley Company Pty. Limited	Australia
Wrigley Austria Ges.m.b.H.	Austria
Wrigley Bulgaria EOOD	Bulgaria
Techninter, S.A.	British Virgin Islands
Wrigley Canada	Canada
Wrigley (Cayman) Ltd.	Cayman Islands
Wrigley Confectionery (China) Ltd.	Peoples Republic of China
Wrigley Confectionery (Shanghai) Co. Ltd.	Peoples Republic of China
Wrigley Taiwan Limited	Republic of China
Wrigley Croatia d.o.o.	Croatia
Wrigley s.r.o.	Czech Republic
The Wrigley Company Limited	England
Wrigley Confectionery (U.K.) Company Ltd.	England
Wrigley France SNC	France
Wrigley SAS	France
Wrigley GmbH	Germany
Wrigley BV	Holland
Wrigley Europe B.V.	Holland
Wrigley Overseas Finance Co. BV	Holland
Wrigley Asia, Limited	Hong Kong

The Wrigley Company (H.K.) Limited	Hong Kong
Wrigley Hungaria, Kft.	Hungary
Wrigley India Private Limited	India
Joyco India Private Limited (India)	India
P.T. Wrigley Indonesia	Indonesia
Wrigley Israel Ltd.	Israel
Wrigley Italia, Srl	Italy
Wrigley & Company Ltd., Japan	Japan
The Wrigley Company (E.A.) Ltd.	Kenya
UAB Wrigley Baltics	Lithuania
The Wrigley Company (Malaysia) Sdn. Bhd.	Malaysia
Dulces de las Americas, S. de R.L. de C.V.	Mexico
Wrigley Mexico S. de. R.L. de C.V.	Mexico
The Wrigley Company (N.Z.) Limited	New Zealand
Wrigley Scandinavia AS	Norway
The Wrigley Company (P.N.G) Ltd.	Papua, New Guinea
Wrigley Philippines, Inc.	Philippines
Green Arrow Development Corporation	Philippines
Wrigley Poland Sp. zo.o.	Poland
Wrigley Romania Produse Zaharoase SRL	Romania
OOO Wrigley	Russia
Wrigley d.o.o. Beograd	Serbia
Wrigley Slovakia, s.r.o.	Slovakia
Wrigley Ljubljana d.o.o.	Slovenia
Wrigley Co., S.A.U.	Spain
Regico, S.L.	Spain
Cafosa Gum, S.A.	Spain
Wrigley Scandinavia AB	Sweden
Wrigley Middle East FZCo.	Dubai, UAE
Wrigley Ukraine, TzoV	Ukraine

Joint venture entities in which the Company has controlling shares:

Wuzhou Cafosa Gum Ltd. (70% owned by the Company and 30% by Chinese JV China partner — Wuzhou Pine Chemicals Ltd.)

EX-23

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 9, 2007, 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 2006 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)) on Form S-3, the Wrigley Savings Plan for Wrigley Employees (33-15061 (1987) and 33-43738 (1991)) on Form S-8, the Wm. Wrigley Jr. Company Management Incentive Plan (33-22788 (1988)) on Form S-8, the 1997 Management Incentive Plan (333-48715 (1998)) on Form S-8, and the 2007 Management Incentive Plan (333-133020 (2006)) on Form S-8, respectively, of our reports dated February 9, 2007, 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, as to which the date is February 9, 2007, 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, 2006.

/s/ ERNST & YOUNG LLP

Ernst & Young LLP

Chicago, Illinois
February 9, 2007

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 Luis F. Machado, and either of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact, 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, 2006, 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 2007.

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

EX-31.(A)

EXHIBIT 31(a)

Rule 13a-14(a)/15d-14(a) Certification of Mr. William D. Perez.

I, William D. Perez, 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 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 13, 2007

/s/ WILLIAM D. PEREZ  

William D. Perez 

President and Chief Executive Officer 

EX-31.(B)

EXHIBIT 31(b)

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

I, Reuben Gamoran, 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 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 13, 2007

/s/ REUBEN GAMORAN  

Reuben Gamoran 

Senior Vice President and Chief Financial Officer 

EX-32.(A)

EXHIBIT 32(a)

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

I, William D. Perez, 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 13, 2007 for the fiscal year ended December 31, 2006, 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 D. PEREZ  

William D. Perez 

President and Chief Executive Officer 

Date: February 13, 2007

EX-32.(B)

EXHIBIT 32(b)

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 13, 2007 for the fiscal year ended December 31, 2006, 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 

Senior Vice President and Chief Financial Officer 

Date: February 13, 2007