UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number 1-800
WM. WRIGLEY JR. COMPANY
(Exact name of registrant as specified in its charter)

(Mark One)

DELAWARE		36-1988190
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)
410 North Michigan Avenue Chicago, Illinois		60611
(Address of principal executive offices)		(Zip Code)
(Registrant’s telephone number, including area code) 312-644-2121


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

For ~~Indicate by check mark whether~~ the ~~registrant~~quarterly ~~(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)~~ ended June 30, ~~and (2) has been subject to such filing requirements for the past 90 days.~~ 2008

~~Yes x No o~~OR

~~Indicate~~o byTRANSITION ~~check~~REPORT ~~mark~~PURSUANT ~~whether~~TO ~~the~~SECTION ~~Registrant~~13 isOR a15(d) ~~large~~OF ~~accelerated~~THE ~~filer,~~SECURITIES anEXCHANGE ~~accelerated~~ACT ~~filer,~~OF ~~or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in rule 12b-2 of the Securities and Exchange Act (Check one):~~1934

~~Large~~For ~~accelerated~~the ~~filer~~transition xperiod ~~Accelerated filer o Non-accelerated filer o~~from to

Commission ~~Indicate~~file bynumber ~~check mark whether the Registrant is a Shell Company (as defined in Rule 12b~~1-~~2 of the Securities and Exchange Act of 1934).~~800

~~Yes~~WM. oWRIGLEY NoJR. xCOMPANY

~~214,648,678~~(Exact ~~shares~~name of ~~Common~~registrant ~~Stock and 58,270,523 shares of Class B Common Stock were outstanding~~ as ofspecified ~~April~~in ~~30,~~its ~~2007.~~charter)

PART I – FINANCIAL INFORMATION – ITEM 1


DELAWARE		36-1988190

(State or other jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or organization)

410 North Michigan Avenue
Chicago, Illinois		60611

(Address of principal		(Zip Code)
executive offices)

(Registrant’s telephone number, including area code) 312-644-2121

~~WM.~~Indicate ~~WRIGLEY~~by ~~JR.~~check ~~COMPANY~~mark ~~CONSOLIDATED~~whether ~~STATEMENT~~the OFregistrant ~~EARNINGS~~(1) has filed all reports required to be filed by Section 13 or 15(~~CONDENSED~~d) of the Securities Exchange Act of 1934 during the preceding 12 months (~~Unaudited~~or for such shorter period That the registrant was required to file such reports), and (~~All~~2) has ~~amounts~~been subject into ~~thousands~~such ~~except~~filing requirements for ~~per~~the ~~share~~past ~~values)~~90 days. Yes þ No o

	Three Months Ended March 31,
	2007			2006
Net sales	$	1,256,396			1,075,530
Cost of sales		597,406			508,351
Restructuring charges		8,149			8,570
Gross profit		650,841			558,609
Selling, general and administrative expense		440,637			385,793
Operating income		210,204			172,816
Interest expense		(16,602	)		(15,343	)
Investment income		1,890			1,950
Other income (expense), net		16,703			5,113
Earnings before income taxes		212,195			164,536
Income taxes		69,494			52,651
Net earnings	$	142,701			111,885
Net earnings per share of common stock (basic)	$	0.52			0.40
Net earnings per share of common stock (diluted)	$	0.52			0.40
Dividends declared per share of common stock	$	0.290			0.256

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


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

218,664,257 shares of Common Stock and 54,043,124 shares of Class B Common Stock were outstanding as of July 31, 2008.

PART I — FINANCIAL INFORMATION — ITEM 1

WM. WRIGLEY JR. COMPANY
CONSOLIDATED STATEMENT OF EARNINGS (CONDENSED)
(Unaudited)

(All amounts in thousands except for per share values)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Net sales	$	1,571,291			1,377,780			3,022,841			2,631,826

Cost of sales		708,402			644,547			1,389,405			1,237,442

Restructuring charges		—			4,486			—			12,635


Gross profit		862,889			728,747			1,633,436			1,381,749

Selling, general and administrative expense		564,976			465,819			1,065,951			908,617


Operating income		297,913			262,928			567,485			473,132

Interest expense		(16,072	)		(17,123	)		(31,293	)		(33,725	)

Investment income		5,393			2,537			8,782			4,427

Other income (expense), net		(2,277	)		1,421			(12,077	)		18,124


Earnings before income taxes		284,957			249,763			532,897			461,958

Income taxes		91,186			79,950			170,527			149,444


Net earnings	$	193,771			169,813			362,370			312,514


Net earnings per share of common stock (basic)	$	0.71			0.62			1.33			1.13


Net earnings per share of common stock (diluted)	$	0.70			0.61			1.31			1.13


Dividends declared per share of common stock	$	0.335			0.29			0.67			0.58

Notes to financial statements beginning on page 5 are an integral part of these statements.

WM. WRIGLEY JR. COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (CONDENSED)
(Unaudited)
(All amounts in thousands)

	Three Months Ended March 31,
	Six Months Ended
	2007			2006
	June 30,
OPERATING ACTIVITIES
	2008				2007
Net earnings	$	142,701			111,885
OPERATING ACTIVITIES
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net earnings	$	362,370				312,514
Depreciation and amortization		48,794			47,765
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net gain on retirements of property, plant and equipment		(15,796	)		(438	)
Depreciation and amortization		116,260				101,868
Non-cash share-based compensation		11,890			8,974
Net loss (gain) on retirements of property, plant and equipment		8,450				(13,735	)
(Increase) decrease in:
Non-cash share-based compensation		27,899				30,801
Accounts receivable		(31,656	)		(23,774	)
Deferred income taxes		6,157				1,112
Inventories		2,177			(20,728	)
(Increase) decrease in:
Other current assets		(28,417	)		(28,556	)
Accounts receivable		(39,085	)			(22,222	)
Deferred charges and other assets		(1,678	)		(6,683	)
Inventories		7,077				43,575
Increase (decrease) in:
Other current assets		(30,754	)			(23,324	)
Accounts payable and accrued expenses		(14,091	)		(84,028	)
Deferred charges and other assets		(9,101	)			(14,386	)
Income and other taxes payable		17,749			22,856
Increase (decrease) in:
Deferred income taxes		1,390			(7,416	)
Accounts payable and accrued expenses		26,821				(8,369	)
Other noncurrent liabilities		(1,479	)		9,616
Income and other taxes payable		3,875				18,083
Net cash provided by operating activities		131,584			29,473
Other noncurrent liabilities		24,081				11,333
INVESTING ACTIVITIES
Net cash provided by operating activities		504,050				437,250
Additions to property, plant and equipment		(35,546	)		(77,445	)
INVESTING ACTIVITIES
Proceeds from retirements of property, plant and equipment		21,091			2,877
Additions to property, plant and equipment		(86,206	)			(97,759	)
Proceeds from sale of investments		485			—
Proceeds from retirements of property, plant and equipment		3,261				23,165
Acquisition, net of cash acquired		(250,134	)		—
Proceeds from sale of investments		635				685
Net cash used in investing activities		(264,104	)		(74,568	)
Acquisition, net of cash acquired		(95,726	)			(293,912	)
FINANCING ACTIVITIES
Net cash used in investing activities		(178,036	)			(367,821	)
Dividends paid		(70,691	)		(62,512	)
FINANCING ACTIVITIES
Common Stock purchased and issued, net		(104,365	)		(82,077	)
Dividends paid		(170,486	)			(150,371	)
Issuances of commercial paper, net		255,919			139,475
Common Stock purchased and issued, net		(191,090	)			(147,905	)
Net cash provided by (used in) financing activities		80,863			(5,114	)
Issuances of short-term debt, net		130,000				266,444
Effect of exchange rate changes on cash and cash equivalents		2,471			4,108
Net cash used in financing activities		(231,576	)			(31,832	)
Net decrease in cash and cash equivalents		(49,186	)		(46,101	)
Effect of exchange rate changes on cash and cash equivalents		10,070				3,440
Cash and cash equivalents at beginning of period		253,666			257,704
Net increase in cash and cash equivalents		104,508				41,037
Cash and cash equivalents at end of period	$	204,480			211,603
Cash and cash equivalents at beginning of period		278,843				253,666
SUPPLEMENTAL CASH FLOW INFORMATION
Cash and cash equivalents at end of period	$	383,351				294,703
Income taxes paid	$	57,911			34,043
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	24,966			24,493
Income taxes paid	$	161,485				142,397
Interest paid	$	24,835				29,028

Notes to financial statements beginning on page 5 are an integral part of these statements.

WM. WRIGLEY JR. COMPANY
CONSOLIDATED BALANCE SHEET (CONDENSED)
(All amounts in thousands)

	(Unaudited)
	March 31, 2007			December 31, 2006
	June 30, 2008				December 31, 2007
Assets
Current assets:
Cash and cash equivalents	$	~~204~~383,~~480~~351			~~253,666~~	278,843
Short-term investments, at amortized cost		~~350~~—			~~1,100~~	635
Accounts receivable (less allowance for doubtful accounts: 3/31/07 - $7,062; 12/31/06 - $6,431)		508,298			463,231
Accounts receivable (less allowance for doubtful accounts: 6/30/08 - $5,880; 12/31/07 - $5,791)		530,142				469,221
Inventories:
Finished goods		~~271~~292,~~988~~773			~~241,897~~	280,712
Raw materials, work in process and supplies		~~331~~333,~~895~~040			~~351,088~~	339,370
		603,883			592,985
		625,813				620,082
Other current assets		~~199~~200,~~515~~201			~~170,245~~	180,997
Total current assets		1,~~516~~739,~~526~~507			~~1,481,227~~	1,549,778
Deferred charges and other assets		~~213~~222,~~304~~293			~~194,382~~	214,457
Goodwill		1,~~319~~487,~~629~~106			~~1,147,603~~	1,422,957
Other intangibles		~~500~~493,~~247~~742			~~415,870~~	484,256
Property, plant and equipment, at cost		23,~~729~~033,~~877~~384			~~2,682,017~~	2,870,917
Less accumulated depreciation		(1,~~278~~458,~~512~~606	)		~~1,259,501~~	(1,310,853	)
Net property, plant and equipment		1,~~451~~574,~~365~~778			~~1,422,516~~	1,560,064
Total assets	$	5,~~001~~517,~~071~~426			~~4,661,598~~	5,231,512
Liabilities and Stockholders’ Equity
Current liabilities:
Commercial paper and short-term debt	$	327,838			65,000
Short-term debt	$	130,000				—
Accounts payable and accrued expenses		~~796~~903,~~899~~714			~~741,613~~	871,901
Dividends payable		8091,~~150~~109			~~71,106~~	79,965
Income and other taxes payable		~~167~~155,~~351~~155			~~149,410~~	149,254
Total current liabilities		1,~~372~~279,~~238~~978			~~1,027,129~~	1,101,120
Other noncurrent liabilities		~~262~~334,~~929~~022			~~246,377~~	312,912
Long term debt		1,000,000			~~1,000,000~~	1,000,000
Total liabilities		2,~~635~~614,~~167~~000			~~2,273,506~~	2,414,032
Stockholders’ equity:
Preferred stock - no par value
Preferred stock — no par value Authorized - 20,000 shares; Issued — None
Authorized - 20,000 shares; Issued - None
Common Stock — no par value Authorized - 1,000,000 shares Issued — 233,036 and 231,579 shares at 6/30/08 and 12/31/07, respectively		14,116				14,084
Common Stock - no par value
Class B Common Stock — convertible Authorized - 300,000 shares Issued — 57,515 and 58,972 shares at 6/30/08 and 12/31/07, respectively		1,380				1,412
Authorized - 1,000,000 shares
Additional paid-in capital		160,215				140,357
Issued – 229,652 and 228,945 shares at 3/31/07 and 12/31/06, respectively		14,026			14,018
Retained earnings		3,445,959				3,264,484
Class B Common Stock - convertible
Common Stock and Class B Common Stock in treasury, at cost - 18,133 and 15,176 shares at 6/30/08 and 12/31/07, respectively		(895,473	)			(712,841	)
Authorized - 300,000 shares
Accumulated other comprehensive income		177,229				109,984
Issued – 60,899 and 61,606 shares at 3/31/07 and 12/31/06, respectively		1,470			1,478
Total stockholders’ equity		2,903,426				2,817,480
Additional paid-in capital		97,708			93,602
Total liabilities and stockholders’ equity	$	5,517,426				5,231,512
Retained earnings		3,013,034			2,949,705
Common Stock and Class B Common Stock in treasury, at cost - 15,559 and 13,644 shares at 3/31/07 and 12/31/06, respectively		(707,670	)		(606,045	)
Accumulated other comprehensive loss		(52,664	)		(64,666	)
Total stockholders’ equity		2,365,904			2,388,092
Total liabilities and stockholders’ equity	$	5,001,071			4,661,598

Notes to ~~the~~ financial statements beginning on page 5 are an integral part of these statements.

WM. WRIGLEY JR. COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONDENSED) (Unaudited) ~~(All amounts in thousands except for per share figures)~~

~~1. Basis of Presentation The Consolidated Statement of Earnings~~ (~~Condensed)~~All for the three months ended March 31, 2007 and 2006, the Consolidated Statement of Cash Flows (Condensed) for the three months ended March 31, 2007 and 2006, and the Consolidated Balance Sheet (Condensed) at March 31, 2007, are unaudited. In the Company’s opinion, the accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the results for the periods and have been prepared on a basis consistent with the 2006 audited consolidated financial statements. These Consolidated Financial Statements (Condensed) should be read in conjunction with the 2006 audited consolidated financial statements and related notes which are an integral part thereof. Certain amounts ~~recorded~~ in ~~2006~~thousands ~~have~~except been reclassified to conform to the 2007 presentation. Conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions when preparing financial statements that affect assets, liabilities, revenues and expenses. Actual results may vary from those estimates. 2. Recently Issued Accounting Pronouncements In July 2006, FIN 48, “Accounting for ~~Uncertainty~~per inshare 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 adopted FIN 48 at the beginning of fiscal year 2007 with no material impact to the financial statements. See Note 6 for related disclosures. In February 2007, SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115” was issued. SFAS No. 159 provides entities with an option to report selected financial assets and liabilities at fair value. SFAS No. 159 is effective for the Company’s fiscal year beginning 2008. However, the Company does not expect a material impact to the financial statements upon adoption. 3. Acquisition On January 31, 2007, 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 the next few years. The Company financed the acquisition through commercial paper and cash on hand. At March 31, 2007, approximately $50,000 of the $300,000 purchase price remained payable to the sellers and was included in accounts payable and accrued expenses. Final settlement is also subject to certain pending prorations and adjustments. The purchase price allocation remains preliminary. The acquisition provided an opportunity for the Company to enter the chocolate confectionery marketplace, a significant component of the broader confectionery market, with a well recognized brand in a growing region. 4. 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 $99,000 on a pre-tax basis, of which $93,446 had been incurred at March 31, 2007 including $85,297 incurred in fiscal years 2006 and 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 $79,100 in the North America segment and $19,900 in the All Other segment.figures)

1. Basis of Presentation

The Consolidated Statement of Earnings (Condensed) for the three months ended and six months ended June 30, 2008 and 2007, the Consolidated Statement of Cash Flows (Condensed) for the six months ended June 30, 2008 and 2007, and the Consolidated Balance Sheet (Condensed) at June 30, 2008, are unaudited. In the Company’s opinion, the accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the results for the periods and have been prepared on a basis consistent with the 2007 audited consolidated financial statements. These Consolidated Financial Statements (Condensed) should be read in conjunction with the 2007 audited consolidated financial statements and related notes which are an integral part thereof. Certain amounts recorded in 2007 have been reclassified to conform to the 2008 presentation.

Conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions when preparing financial statements that affect assets, liabilities, revenues and expenses. Actual results may vary from those estimates.

2. Merger

On April 28, 2008, the Company announced that it had reached an agreement to merge with Mars, Incorporated, one of the world’s leading confectionery and consumer goods companies. As a result of this transaction, Wrigley will become a private company. Mars, Incorporated will acquire 100% of the outstanding stock of Wrigley and has agreed to pay $80 per each share of the Company’s Common Stock and Class B Common Stock. The terms of the transaction have been unanimously approved by the Wrigley Board of Directors. The Company incurred merger related expenses, including investment banking fees, legal fees and other such costs, of $16,788 in the second quarter and first six months of 2008. On August 4, 2008 the Company filed with the SEC its definitive proxy statement in connection with the Special Meeting of Stockholders scheduled for September 25, 2008. At the Special Meeting, stockholders of record as of July 28, 2008 will consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of April 28, 2008, among the Company, Mars, Incorporated, New Uno Holdings Corporation, and New Uno Acquisition Corporation.

3. Recently Issued Accounting Pronouncements

In March 2008, SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities -an amendment of FASB Statement No. 133” was issued. SFAS No. 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance and cash flows. SFAS 161 is effective for the Company’s fiscal year beginning 2009. The Company does not expect a material impact to its financial position, earnings or cash flows upon adoption.

4. Acquisitions

On January 31, 2007, the Company acquired an 80% interest in A. Korkunov, a privately held premium chocolate company in Russia. The acquisition provided an opportunity for the Company to enter the chocolate confectionery marketplace, a significant component of the broader confectionery market, with a well recognized brand in a growing region. The Company acquired the 80% interest in A. Korkunov for $318,590, financing the acquisition through short-term debt and cash on hand. Included in this purchase price is $25,000 the Company paid in the second quarter of 2008 to A. Korkunov’s minority shareholders, due to the entity exceeding certain performance targets in 2007. The Company also acquired an incremental 10% interest in the second quarter of 2008 for an additional $70,726, including direct acquisition costs, and expects to acquire the final 10% interest in 2009. The results of operations have been included since January 31, 2007.

5. 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 sold the New Jersey property in the fourth quarter of 2007, and held the Illinois property for sale at June 30, 2008; however, final sale will depend on certain activities, some of which are external and beyond the Company’s control.

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. All expenses are recorded as

4.restructuring charges in the Consolidated Statement of Earnings (~~continued~~Condensed). The Company incurred a $4,486 charge in the second quarter of 2007, including $4,138 in the North America segment with the remaining $348 in the All Other segment. The Company incurred a $12,635 charge for the first six months of 2007, including $8,789 in the North America segment with the remaining $3,846 in the All Other segment.

	Employee Separation			Accelerated Depreciation			Closure Costs			Other Costs			Total
Estimated restructuring charge	$	40,400			30,700			24,000			3,900			99,000
Cumulative restructuring charge at December 31, 2006	$	38,017			29,330			14,662			3,288			85,297
Accrued balance at December 31, 2006	$	9,958			—			151			—			10,109
Charge to expense		723			1,394			5,941			91			8,149
Cash payments		(3,546	)		—			(4,666	)		(91	)		(8,303	)
Noncash utilization		—			(1,394	)		(1,426	)		—			(2,820	)
Accrued balance at March 31, 2007	$	7,135			—			—			—			7,135
Cumulative restructuring charge at March 31, 2007	$	38,740			30,724			20,603			3,379			93,446

6. Debt

	All expenses are recorded as restructuring charges in the Consolidated Statement of Earnings (Condensed). The Company has incurred a cumulative charge for all activities to date at March 31, 2007 of $93,446, including $75,857 in the North America segment with the remaining $17,589 in the All Other segment. The Company incurred a $8,149 charge for the first quarter of 2007, including $4,651 in the North America segment with the remaining $3,498 in the All Other segment. The Company incurred a $8,570 charge for the first quarter of 2006, including $7,483 in the North America segment with the remaining $1,087 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 factors, 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.
5.	Debt
	On April 29, 2005, the Company entered into an Issuing and Paying Agency Agreement with JPMorgan Chase Bank pursuant to which the Company may establish one or more unsecured commercial paper programs with an aggregate maximum amount outstanding of up to $1,500,000 and maturities of not more than 397 days from the date of issue. At March 31, 2007, the Company had $321,000 of commercial paper outstanding under its commercial paper program bearing an average interest rate of 5.23%.
	On July 14, 2005, the Company issued $1,000,000 of senior unsecured notes under the shelf registration filed on March 1, 2005. The senior note offering included $500,000 of five-year notes maturing on July 15, 2010, bearing a coupon interest rate of 4.30% and $500,000 of ten-year notes maturing on July 15, 2015, bearing a coupon interest rate of 4.65%. Interest is payable semi-annually on January 15th and July 15th.
	Also on July 14, 2005, the Company entered into an agreement for a $600,000 five-year credit facility maturing in July 2010. The Company intends to use this credit facility primarily to support its commercial paper program; 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 March 31, 2007, the Company was compliant. The Company had no borrowings outstanding under the credit facility at March 31, 2007.
6.	Income Tax Reserves
	The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” on January 1, 2007 with no material impact to the financial statements. The total amount of unrecognized tax benefits at January 1, 2007 was $37,100, approximately $26,400 of which would affect the annual effective tax rate, if recognized. Further, the Company is unaware of any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.

On April 29, 2005, the Company entered into an Issuing and Paying Agency Agreement with JPMorgan Chase Bank pursuant to which the Company may establish one or more unsecured commercial paper programs. At June 30, 2008, the Company had $130,000 of commercial paper outstanding under its commercial paper program bearing an average interest rate of 2.22%.

On July 14, 2005, the Company issued $1,000,000 of senior unsecured notes under the shelf registration filed on March 1, 2005. The senior note offering included $500,000 of five-year notes maturing on July 15, 2010, bearing a coupon interest rate of 4.30% and $500,000 of ten-year notes maturing on July 15, 2015, bearing a coupon interest rate of 4.65%. Interest is payable semi-annually on January 15th and July 15th.

Also on July 14, 2005, the Company entered into an agreement for a $600,000 five-year credit facility maturing in July 2010. The Company intends to use this credit facility primarily to support its commercial paper program; 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 June 30, 2008, the Company was compliant. The Company had no borrowings outstanding under the credit facility at June 30, 2008.

7. Fair Value of Financial Instruments

The Company adopted SFAS No. 157 “Fair Value Measurements” on January 1, 2008 for financial assets and liabilities measured at fair value on a recurring basis. The Company has not adopted SFAS No. 157 for nonfinancial assets and liabilities as permitted by FASB Staff Position FAS 157-2, which provided a deferral of such provisions until 2009. SFAS No. 157 defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

SFAS No. 157 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The basis of fair value measurement in the three levels of the fair value hierarchy, in order of priority, is described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable; thus, reflecting assumptions about the market participants.

Assets and liabilities recorded at fair value are valued using quoted market prices or under a market approach using other relevant information generated by market transactions involving identical or comparable instruments and included:

6.	(continued)
	The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense. The total amount of accrued interest and penalties at January 1, 2007 was $2,900.
	The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2002.
7.	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 are calculated as follows:

7. (Continued)

	Three Months Ended March 31,
	Fair Value at June 30, 2008
	2007		2006
Description	Level 1			Level 2		Level 3		Total
Net earnings	$	142,701		111,885
Assets:
Basic shares outstanding		276,024		277,467
Trusts holding deferred compensation investments	$	127,282			—		—		127,282
Effect of dilutive securities – stock options, restricted stock and long-term stock grants		1,013		1,351
Total assets	$	127,282			—		—		127,282
Dilutive shares outstanding		277,037		278,818
Liabilities:
Net earnings per share:
Liabilities related to deferred compensation held in trusts	$	127,282			—		—		127,282
Basic	$	0.52		0.40
Foreign currency derivatives		—			8,231		—		8,231
Diluted	$	0.52		0.40
Total liabilities	$	127,282			8,231		—		135,513

8. ~~Comprehensive~~Earnings ~~Income~~Per Share

	Three Months Ended March 31,
	2007		2006
Net earnings	$	142,701		111,885
Changes in accumulated other comprehensive income (loss):
Foreign currency translation adjustments		7,052		12,093
All other changes, net of tax		4,950		643
Comprehensive income	$	154,703		124,621

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. Diluted 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 are calculated as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2008		2007		2008		2007
Net earnings	$	193,771		169,813		362,370		312,514


Basic shares outstanding		272,010		274,961		272,612		275,490
Effect of dilutive securities – stock options, restricted stock and long-term stock grants		3,865		2,047		3,067		1,809

Dilutive shares outstanding		275,875		277,008		275,679		277,299


Net earnings per share:
Basic	$	0.71		0.62		1.33		1.13
Diluted	$	0.70		0.61		1.31		1.13

9. Comprehensive Income


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008			2007
Net earnings	$	193,771			169,813		362,370			312,514

Changes in accumulated other comprehensive income (loss):
Foreign currency translation, net of tax		1,921			20,305		68,925			29,051
All other changes, net of tax		(4,885	)		5,801		(1,680	)		9,057


Comprehensive income	$	190,807			195,919		429,615			350,622

9.	Pension and Other Post-retirement Benefit Plans
	The following information provides the net periodic benefit costs for both the Company’s U.S. and non-U.S. pension and post-retirement plans, and an update on the total amount of contributions paid and expected to be paid during the current year for the Company’s U.S. and non-U.S. pension and post-retirement plans.
	The components of net periodic benefit cost are as follows:

10. Pension and Other Post-retirement Benefit Plans

	U.S. Plans Three Months Ended March 31,						Non-U.S. Plans Three Months Ended March 31,
	2007			2006			2007			2006
Service cost	$	5,500			3,800			3,600			3,300
Interest cost		6,500			6,900			3,700			3,000
Expected return on plan assets		(8,700	)		(8,600	)		(4,300	)		(3,700	)
Transition asset		—			—			(100	)		(100	)
Prior service costs		500			500			100			100
Net actuarial loss		300			1,500			800			600
Other pension plans		—			—			400			500
Net periodic benefit cost	$	4,100			4,100			4,200			3,700

The following information provides the net periodic benefit costs for both the Company’s U.S. and non-U.S. pension and post-retirement plans, and an update on the total contributions paid and expected to be paid during the current year to the Company’s U.S. and non-U.S. pension and post-retirement plans.

The Company disclosed in its financial statements for the year ended December 31, 2006 that it expected to contribute approximately $500 to the U.S. pension plans in 2007. The Company continues to anticipate funding approximately $500 for the U.S. pension plans in 2007. The Company disclosed in its financial statements for the year ended December 31, 2006 that it expected to contribute approximately $5,100 to the non-U.S. plans in 2007. The Company currently anticipates funding approximately $9,600 to the non-U.S. plans in 2007. During the three months ended March 31, 2007, no contributions were made to the U.S. plan. During the three months ended March 31, 2007, the Company contributed $2,300 to the non-U.S. plans. The components of net ~~post-retirement~~pension benefit cost are as follows:

	Three Months Ended March 31,
	U.S. Plans							Non-U.S. Plans
	2007			2006
	Three Months Ended							Three Months Ended
Service cost	$	900			500
	June 30,							June 30,
Interest cost		800			1,000
	2008				2007			2008			2007
Expected return on plan assets		(600	)		(700	)
Service cost	$	5,300				3,700			4,200			4,200
Prior service costs		(100	)		(100	)
Interest cost		7,300				6,900			5,400			4,100
Net actuarial loss		200			400
Expected return on plan assets		(9,000	)			(9,100	)		(5,600	)		(4,800	)
Net post-retirement benefit cost	$	1,200			1,100
Transition asset		—				—			(100	)		(100	)
Prior service costs		500				500			100			100
Net actuarial loss		600				300			700			800
Net pension benefit cost	$	4,700				2,300			4,700			4,300

The Company previously disclosed in its financial statements for the year ended December 31, 2006 that it expected to contribute approximately $4,800 to the post-retirement plans in 2007. The Company continues to anticipate funding approximately $4,800 to the post-retirement plans in 2007. During the three months ended March 31, 2007, the Company contributed $1,200 to the post-retirement plans.


	U.S. Plans						Non-U.S. Plans
	Six Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Service cost	$	10,600			9,200			8,400			8,100
Interest cost		14,600			13,400			10,500			8,100
Expected return on plan assets		(18,000	)		(17,800	)		(11,100	)		(9,300	)
Transition asset		—			—			(200	)		(200	)
Prior service costs		1,000			1,000			200			200
Net actuarial loss		1,200			600			1,300			1,600

Net pension benefit cost	$	9,400			6,400			9,100			8,500

The Company disclosed in its financial statements for the year ended December 31, 2007 that it expected to contribute approximately $400 to the U.S. pension plans in 2008. The Company continues to anticipate funding approximately $400 for the U.S. pension plans in 2008. The Company disclosed in its financial statements for the year ended December 31, 2007 that it expected to contribute approximately $17,100 to the non-U.S. plans in 2008. The Company currently anticipates funding approximately $13,400 to the non-U.S. plans in 2008. During the six months ended June 30, 2008, the Company contributed $280 to the U.S. plans and $4,600 to the non-U.S. plans.

10.	Segment Information
	Management organizes the Company’s chewing gum and other confectionery businesses principally along 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.

10. (Continued)

	Three Months Ended March 31,
Net Sales	2007		2006
North America	$	413,987		400,573
EMEAI		564,727		443,736
Asia		217,049		176,164
Other geographic regions		47,017		39,887
All other		13,616		15,170
Net sales	$	1,256,396		1,075,530

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

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Service cost	$	800			900			1,600			1,800
Interest cost		1,100			1,300			2,200			2,100
Expected return on plan assets		(900	)		(1,000	)		(1,700	)		(1,600	)
Prior service costs		(100	)		(100	)		(200	)		(200	)
Net actuarial loss		300			300			600			500

Net post-retirement benefit cost	$	1,200			1,400			2,500			2,600

	Three Months Ended March 31,
Operating Income	2007			2006
North America	$	76,114			70,256
EMEAI		139,663			100,330
Asia		65,083			56,789
Other geographic regions		6,110			3,433
All other		(76,766	)		(57,992	)
Operating income	$	210,204			172,816

The Company previously disclosed in its financial statements for the year ended December 31, 2007 that it expected to contribute approximately $5,200 to the post-retirement plans in 2008. The Company continues to anticipate funding approximately $5,200 to the post-retirement plans in 2008. During the six months ended June 30, 2008, the Company contributed $2,600 to the post-retirement plans.

~~All~~11. ~~other~~Segment operating income includes corporate expenses such as costs related to research and development, information systems and certain administrative functions as well as operating results from the manufacture and sale of gum base.Information

Management organizes the Company’s chewing gum and other confectionery businesses principally along geographic regions. The operating geographic regions below have been revised as of the first quarter of 2008 to reflect the Company’s current management and reporting structure. In 2008, the Company moved the Pacific and Latin America regions from their previous Other Geographic Regions segment into Asia/Pacific and All Other, respectively. The tables below summarize the net sales and operating income for the current segment presentation.

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. The U.S. accounts for approximately 90% of North America’s net sales in all periods.

	•		EMEAI —These operations, which include two operating segments, West Europe and East/South Europe, that have been aggregated into a single reporting segment due to similar economic characteristics, products and customer and distribution types, manufacture and market gum and other confectionery products principally in Europe as well as in the Middle East, Africa and India.

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

	•		All Other — These operations manufacture gum base, manufacture and market gum and other confectionary products in Latin America and include corporate expenses such as costs related to research and development, information systems and certain administrative functions.

~~PART~~11. ~~I – FINANCIAL INFORMATION – ITEM 2~~(Continued)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Net Sales	2008		2007		2008		2007
North America	$	474,475		452,110		907,666		866,097
EMEAI		782,578		671,451		1,461,666		1,237,158
Asia/ Pacific		290,238		231,601		607,685		485,666
All Other		24,000		22,618		45,824		42,905

Net sales	$	1,571,291		1,377,780		3,022,841		2,631,826


	Three Months Ended						Six Months Ended
	June 30,						June 30,
Operating Income	2008			2007			2008			2007
North America	$	114,506			95,520			200,449			171,634
EMEAI		206,930			189,177			362,122			329,052
Asia/Pacific		79,170			63,466			175,122			137,091
All Other		(102,693	)		(85,235	)		(170,208	)		(164,645	)

Operating income	$	297,913			262,928			567,485			473,132

PART I — FINANCIAL INFORMATION — ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(All amounts in thousands except for per share figures)

RESULTS OF OPERATIONS

Overview

The Wm. Wrigley Jr. Company (the Company or Wrigley) achieved 1215% ~~unit~~growth ~~volume~~in ~~and~~diluted ~~17%~~earnings ~~sales~~per share ~~growth~~ in the ~~first~~second quarter of ~~2007~~2008 compared to the ~~first~~second quarter of ~~2006~~2007. Diluted earnings per share ~~were~~increased to $0.5270 in the ~~first~~second quarter of ~~2007~~2008 compared to $0.4061 in the ~~first~~second quarter of 2007, ~~2006. The increase was primarily~~ due to ~~strength~~earnings ~~and~~ growth across ~~most~~all segments, ~~the positive impact of exchange and~~ a $0.0308 per share ~~gain~~favorable ~~related~~impact tofrom ~~the~~foreign exchange ~~sale of certain corporate assets. The first quarters of 2007~~ and ~~2006~~a ~~included similar restructuring expenses of~~ $0.0201 per share ~~related~~favorable toimpact ~~the~~due ~~North~~to ~~America~~restructuring ~~production~~charges ~~network.~~in ~~Additionally,~~ the ~~Company’s~~prior ~~effective~~period, partially ~~tax~~offset ~~rate~~by ~~increased~~a ~~to 32~~$0.~~75%~~04 ~~from~~unfavorable ~~32.00%~~impact inrelated ~~2006,~~to ~~and~~expenses ~~the~~associated ~~Company~~with ~~expects~~the aplanned merger ~~moderately~~with ~~higher tax rate to continue through 2007~~Mars.

~~Volume~~The Company achieved 16% growth ~~for~~in diluted earnings per share in the first ~~quarter~~six months of 2008 compared to the first six months of 2007. ~~was~~Diluted ~~driven~~earnings byper ~~solid~~share ~~performance~~increased to $1.31 in the ~~across~~first ~~all~~six ~~segments,~~months ~~particularly~~of 2008 compared to $1.13 in the ~~Asia~~first ~~and~~six ~~EMEAI~~months of 2007, due to earnings growth across all segments, a $0.15 ~~North~~per ~~America experienced~~share ~~modest~~favorable ~~volume~~impact ~~growth~~from ~~primarily~~foreign exchange, a $0.03 per share favorable impact due to restructuring charges in the ~~U.S.~~prior ~~EMEAI~~period, ~~(principally~~partially offset by a $0.03 ~~Europe)~~unfavorable ~~experienced~~impact ~~strong~~due ~~growth~~to ~~led~~a bygain ~~double~~on ~~digit~~the ~~growth~~sale of corporate assets in the Uprior period and a $0.~~K.,~~04 ~~Germany,~~unfavorable ~~Poland,~~impact ~~Czech~~related ~~Republic,~~to ~~Russia~~expenses ~~and~~associated ~~Ukraine.~~with ~~Asia~~the ~~experienced~~planned ~~strong~~merger with Mars. Additionally, ~~volume~~the ~~growth~~Company’s ~~primarily~~effective ~~due~~tax rate decreased to ~~double~~32.0% ~~digit~~from ~~growth~~32.4% in ~~China.~~the ~~Other Geographic~~first ~~Regions~~six ~~(the~~months ~~Pacific~~of ~~and~~2007. The ~~Latin~~Company ~~America~~expects ~~regions)~~a ~~experienced~~slightly ~~strong volume~~lower ~~growth~~tax ~~mainly~~rate ~~due~~compared to ~~double~~2007 ~~digit~~to ~~growth~~continue inthrough ~~Australia~~2008.

~~Average~~Net ~~foreign~~sales ~~currency~~increased ~~translation~~14% ~~favorably~~and ~~impacted~~15% ~~dilutive earnings per share $0.03~~ in the ~~first~~second quarter ofand ~~2007 compared to the~~ first ~~quarter~~six months of ~~2006.~~2008, respectively, ~~The~~driven ~~$0.03~~primarily ~~increase~~by inaverage ~~the~~translation ~~first~~of ~~quarter~~foreign ofcurrencies ~~2007~~and ~~was~~price/mix. ~~primarily~~Net ~~due~~sales togrowth ~~average~~was ~~translation~~particularly ~~rates~~strong ofin ~~stronger EMEAI,~~ Asia/Pacific and ~~Pacific~~EMEAI, ~~region currencies~~led toby ~~the~~double ~~weaker~~digit ~~U.S.~~volume ~~dollar.~~growth ~~The~~in ~~Company~~China ~~maintains a strong global~~and ~~presence~~Russia, ~~and~~respectively. ~~the~~Net ~~Company~~sales ~~expects~~in ~~that~~North ~~future~~America ~~exchange~~increased ~~rate~~moderately ~~fluctuations~~despite ~~will continue~~declines toin ~~impact results of operations~~U. S. volume.

OnAverage ~~January~~foreign ~~31,~~currency ~~2007,~~translation favorably impacted diluted earnings per share in the ~~Company~~second quarter ~~acquired~~and anfirst ~~80%~~six ~~interest~~months of 2008 compared to the respective periods in A2007. ~~Korkunov,~~This abenefit ~~premium~~was primarily ~~chocolate~~due ~~company~~to inaverage ~~Russia~~translation ~~for~~rates ~~approximately~~of ~~$300~~stronger foreign currencies,~~000,~~ ~~with~~particularly the ~~remaining~~euro, Polish ~~20%~~zloty, toChinese berenminbi, ~~acquired~~Russian ~~over~~ruble and Australian dollar, to the ~~next~~weaker ~~few~~U.S. ~~years~~dollar. The Company maintains a strong global presence and expects that future exchange rate fluctuations will continue to impact results of operations.

The operating geographic regions below have been revised as of the first quarter of 2008 to reflect ~~2007~~the vsCompany’s current management and reporting structure. ~~2006~~In ~~First~~2008, ~~Quarter~~the Company moved the Pacific and Latin America regions from their previous Other Geographic Regions segment into Asia/Pacific and All Other, respectively.

2008 vs. 2007 Second Quarter

Net Sales

Consolidated net sales for the ~~first~~second quarter of ~~2007~~2008 were $1,~~256~~571,~~396~~291, an increase of $~~180~~193,~~866~~511 or 17 14% from the ~~first~~second quarter of ~~2006~~2007. Volume growth ~~across~~increased ~~all~~net ~~segments~~sales ~~increased~~1% and price/mix increased net sales 125%. Average translation of stronger foreign currencies to the weaker U.S. dollar increased net sales approximately 58%.

North America net sales for the ~~first~~second quarter of ~~2007~~2008 were $~~413~~474,~~987~~475, an increase of $1322,~~414~~365 or 35% from the ~~first~~second quarter of ~~2006~~2007. ~~Volume~~Favorable ~~growth~~price/mix ~~primarily~~increased ~~drove~~net ~~the~~sales ~~increase~~9% due to pricing increases phased in ~~net~~across ~~sales~~the ~~led~~product byportfolio beginning late in the second quarter of 2007. Volume declines, primarily due to U.S. ~~where~~nongum ~~Orbit®~~products, ~~Life~~decreased ~~Savers®~~net ~~and~~sales ~~Eclipse®~~5%. ~~led~~Average translation ~~growth~~of the stronger Canadian dollar to the weaker U.S. dollar increased net sales approximately 1%.

EMEAI net sales for the ~~first~~second quarter of ~~2007~~2008 were $~~564~~782,~~727~~578, an increase of $~~120~~111,~~991~~127 or 2717% from the ~~first~~second quarter of ~~2006~~2007. Volume growth increased net sales 141%, primarily ~~led~~due byto ~~the~~higher ~~U.K.~~volume ~~and Germany, where the Extra® brand~~in ~~led growth,~~ Russia, ~~where~~partially ~~the~~offset ~~Juicy~~by ~~Fruit~~lower ®volume ~~brand~~in ~~led growth, and Poland, Czech Republic and Ukraine, where~~ the ~~Orbit brand led growth~~U. ~~Favorable price/mix increased net sales 4%~~K. ~~Average translation of stronger European currencies, primarily the Euro~~ and ~~the British pound, to the weaker U~~Spain.S. ~~dollar increased~~Favorable ~~net sales approximately 9%.~~

11 Asia net sales for the first quarter of 2007 were $217,049, an increase of $40,885 or 23% from the first quarter of 2006. Volume growth increased net sales 21%, primarily led by China, where the Extra and Doublemint® brands led growth. Unfavorable price/mix decreased net sales 2%. Average translation of a stronger Chinese renminbi to the weaker U.S. dollar increased net sales approximately 4%.

~~Other~~price/mix ~~Geographic~~increased ~~Regions~~ net sales ~~for~~4%. ~~the~~Average ~~first~~translation ~~quarter~~ of ~~2007~~stronger ~~were $47,017,~~European ~~an increase of $7~~currencies,~~130~~ orprimarily ~~18% from~~ the ~~first~~Russian ~~quarter~~ruble, ofeuro ~~2006.~~and ~~Volume~~the ~~growth increased~~Polish ~~net sales 13% primarily led by Australia~~zloty, ~~where the Eclipse brand led growth. Average translation of a stronger Australian dollar~~ to the weaker U.S. dollar increased net sales approximately 512%.

10Asia/Pacific net sales for the second quarter of 2008 were $290,238, an increase of $58,637 or 25% from the second quarter of 2007. Volume growth increased net sales 12%, primarily led by China, where the Extra® and Doublemint® brands drove growth, and Australia and Vietnam. Favorable price/mix increased net sales 1%. Average translation, primarily from a stronger Chinese renminbi and Australian dollar to the weaker U.S. dollar, increased net sales approximately 12%.

Operating Income

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

	Three Months Ended March 31,
	Three Months Ended
	2007			2006
	June 30,
Gross profit		51.8	%		51.9	%
	2008				2007
Selling, general and administrative
Gross profit		54.9	%			52.9	%
Advertising		(10.5	)		(11.4	)
Selling, general and administrative
Merchandising and promotion / other		(5.5	)		(5.6	)
Advertising		(11.5	)			(10.7	)
Selling and other marketing		(10.5	)		(10.9	)
Merchandising and promotion/other		(5.8	)			(4.6	)
General and administrative		(8.5	)		(8.0	)
Selling and other marketing		(9.8	)			(10.2	)
Total selling, general and administrative (SG&A) *		(35.1	)		(35.9	)
General and administrative		(8.8	)			(8.3	)
Operating income*		16.7	%		16.1	%
Total selling, general and administrative*		(36.0	)			(33.8	)
Operating income*		19.0	%			19.1	%


*		May not total due to rounding

Consolidated operating income for the ~~first~~second quarter of ~~2007~~2008 increased $3734,~~388~~985 or 2213% compared to the ~~first~~second quarter of ~~2006~~2007. Average translation of stronger foreign currencies to the weaker U.S. dollar increased operating income approximately 812%. Gross profit increased $92134,~~232~~142 or 1718% from 2007 ~~2006~~ due to increased net sales while gross profit ~~margin~~as ~~remained~~a ~~relatively~~percentage ~~consistent~~of sales (gross profit margin) increased 2.0 percentage ~~Restructuring~~point primarily due to favorable price/mix combined with restructuring charges ~~decreased~~in ~~gross~~the ~~profit~~prior ~~margin~~quarter, ~~similarly~~partially offset by slightly unfavorable cost in ~~both~~the ~~quarters~~quarter. Average translation of stronger foreign currencies increased gross profit approximately 59%. Selling, general and administrative (SG&A) expense increased $5499,~~844~~157 or 1421% from ~~2006~~2007, primarily due to increased ~~brand~~advertising ~~support~~ and ~~selling~~merchandising and ~~general~~promotion. ~~administrative~~In addition, the second quarter of 2008 also included merger expenses of $16,788. Average translation of foreign currencies to the U.S. dollar increased SG&A expense approximately 47%.

North America operating income for the ~~first~~second quarter of ~~2007~~2008 increased $518,~~858~~986 or 820% compared to the ~~first~~second quarter of ~~2006~~2007. Average translation of the Canadian dollar to the weaker U.S. dollar increased operating income approximately 1%. Gross profit ~~decreased~~increased $429,~~432~~462 or 214% from ~~2006~~2007 due to ~~lower~~higher gross profit margin ~~offset~~and by increased net sales. ~~Gross~~Average ~~profit~~translation ~~margin~~of asthe aCanadian ~~percentage~~dollar to ofthe ~~net~~U.S. ~~sales~~dollar ~~decreased~~increased 2gross profit approximately 1%.6 Gross profit margin increased 4.0 percentage points compared to the ~~first~~prior ~~quarter~~period ~~of 2006~~ primarily due to ~~unfavorable~~favorable price/mix and restructuring ~~slightly higher product cost. Restructuring~~ charges ~~decreased gross profit margin 1.1 percentage points~~ in the ~~first~~prior quarter ~~of 2007 and 1~~.9 ~~percentage points in the first quarter of 2006.~~ SG&A expense ~~decreased~~increased $10,~~290~~476 or 9% primarily due to higher advertising, merchandising and promotion (brand support) ~~driven~~partially offset by ~~timing~~lower general and ~~new~~administrative ~~product~~expense. ~~launches~~Average ~~between~~translation ~~periods~~of the Canadian dollar to the U.S. dollar increased SG&A expense approximately 1%.

EMEAI operating income for the ~~first~~second quarter of ~~2007~~2008 increased $3917,~~333~~753 or 399% compared to the second ~~first~~ quarter of ~~2006~~2007. Average translation of foreign currencies to the U.S. dollar increased operating income approximately 1112%. Gross profit increased $7869,~~332~~603 or 3018% from ~~2006~~2007 ~~due~~primarily due to increased net sales and ~~higher~~ gross profit margin. ~~Gross~~Average ~~profit~~translation ~~margin~~of asforeign acurrencies ~~percentage~~to ofthe U.S. ~~net~~dollar ~~sales~~ increased 1gross profit approximately 13%.4 ~~percentage~~Gross profit margin increased 0.5 percentage points compared to the ~~first~~second quarter of ~~2006~~2007 ~~partially~~primarily due to favorable price~~/mix~~, ~~and~~partially ~~slightly~~offset ~~lower~~by higher ~~product~~ cost. ~~Average~~and ~~translation~~unfavorable ~~of foreign currencies to the U~~mix.S. ~~dollar increased gross profit approximately 10%.~~ SG&A expense increased $3851,~~999~~850 or 25% primarily due to ~~increased~~average foreign ~~selling~~currency ~~expense~~translation, ~~and~~increased brand support ~~mainly~~and inselling ~~the U~~expense.K. ~~due to increased competition.~~ Average translation of foreign currencies to the U.S. dollar increased SG&A expense approximately 914%.

Asia/Pacific operating income for the ~~first~~second quarter of ~~2007~~2008 increased $815,~~294~~704 or 1525% compared to the ~~first~~second quarter of ~~2006~~2007. Average translation of athe stronger Chinese renminbi and Australian dollar to the weaker U.S. dollar increased operating income approximately 414%. Gross profit increased $1637,~~956~~782 or 1730% from ~~2006~~2007 primarily due to increased net sales ~~partially~~and ~~offset~~higher ~~by lower~~ gross profit margin. ~~Gross~~Average ~~profit~~translation ~~margin~~of asstronger aforeign ~~percentage~~currencies ofincreased ~~net~~gross ~~sales~~profit ~~decreased 3~~approximately 12%.1 Gross profit margin increased 2.0 percentage points primarily due to ~~unfavorable~~favorable cost and price/mix. ~~Average translation of stronger Asian currencies increased gross profit approximately 4%.~~ SG&A expense increased $822,~~662~~078 or 1936% primarily due to increased ~~selling~~brand ~~expense~~support and selling ~~brand support~~expenses. ~~The~~Average ~~impact~~translation of ~~average~~ foreign ~~exchange~~currencies to the U.S. dollar increased SG&A expense approximately 410%.

12 Other Geographic Regions operating income for the first quarter of 2007 increased $2,677 or 78% compared to the first quarter of 2006. Average translation of a stronger Australian dollar to the weaker U.S. dollar increased operating income approximately 23%. Gross profit increased $5,559 or 36% from 2006 due to increased net sales and higher gross profit margin. Average translation of a stronger Australian dollar to the weaker U.S. dollar increased gross profit approximately 9%. SG&A expense increased $2,882 or 24% primarily due to increased brand support and selling expense in Australia. The impact of average foreign exchange increased SG&A expense approximately 5%.

All Other operating expense for the second quarter of 2008 increased $17,458 or 21% compared to the 11second quarter of 2007. The increase was primarily due to merger expenses, partially offset by lower central marketing expenses including global marketing, due to the marketing realignment in the fourth quarter of 2007 and restructuring charges in the second quarter of 2007.

All Other operating expense for the first quarter of 2007 increased $18,774 or 32% compared to the first quarter of 2006. The increase was primarily due to higher restructuring charges, an increase in research and development, a separation agreement related to a former executive and an increase in general and administrative expenses including the development of global marketing and sales infrastructure.

Interest Expense

Interest expense for the ~~first~~second quarter of ~~2007~~2008 was $16,~~602~~072, updown $1,~~259~~051 compared to the ~~first~~ second quarter of ~~2006~~2007 ~~primarily~~ due to ana decrease in short-term interest rates, partially offset by a slight increase in the average commercial paper ~~related~~balances tooutstanding during the ~~acquisition~~second quarter of A.2008 compared ~~Korkunov~~to ~~and~~the ansecond ~~increase~~quarter inof ~~short-term interest rates~~2007.

Investment Income

Investment income for the ~~first~~second quarter of ~~2007~~2008 was $15,~~890~~393, ~~down~~up $602,856 compared to the ~~first~~ second quarter of ~~2006~~2007. The ~~decrease~~increase was primarily due to ~~lower~~higher average cash balances. and higher international investment yields during the second quarter of 2008.

Other Income (Expense), Net

Other income (expense), net for the ~~first~~second quarter of ~~2007~~2008 was $162,~~703~~277 of expense, compared to $51,~~113~~421 of income in the ~~first~~second quarter of ~~2006~~2007. The ~~increase~~change was primarily due to a ~~non-recurring~~foreign currency transaction gain onin the ~~sale~~second quarter of ~~certain corporate assets~~2007.

Income Taxes

Income taxes for the ~~first~~second quarter of ~~2007~~2008 were $6991,~~494~~186, up $1611,~~843~~236 or 3214% from the ~~first~~second quarter of ~~2006~~2007. The increase was primarily due to the increase in pretax earnings ofas ~~$47,659 or 29% and an increase in~~ the ~~consolidated~~ effective tax rate ~~from~~remained ~~32.0%~~consistent ~~for~~at ~~2006 to~~ 32.70% ~~for~~between ~~2007~~periods. ~~The increase in the effective tax rate was due to a recent change in U.S. tax regulations regarding U.S. taxes applicable to certain foreign-sourced earnings.~~

2008 vs. 2007 First Six Months

Net Sales

Consolidated net sales for the first six months of 2008 were $3,022,841, an increase of $391,015 or 15% from the first six months of 2007. Volume growth increased net sales 1% and price/mix increased net sales 6%. Average translation of stronger foreign currencies to the weaker U.S. dollar increased net sales approximately 8%.

North America net sales for the first six months of 2008 were $907,666, an increase of $41,569 or 5% from the first six months of 2007. Favorable price/mix increased net sales 11% due to pricing increases phased in across the product portfolio beginning late in the second quarter of 2007. Volume declines, primarily due to U.S. nongum products, decreased net sales 7%. Average translation of the stronger Canadian dollar to the weaker U.S. dollar increased net sales approximately 1%.

EMEAI net sales for the first six months of 2008 were $1,461,666, an increase of $224,508 or 18% from the first six months of 2007. Volume growth increased net sales 2%, primarily due to higher volume in Russia and India, partially offset by lower volume in the U.K. and France. Favorable price/mix increased net sales 4%. Average translation of stronger European currencies, primarily the Russian ruble, euro and the Polish zloty, to the weaker U.S. dollar increased net sales approximately 12%.

Asia/Pacific net sales for the first six months of 2008 were $607,685, an increase of $122,019 or 25% from the first six months of 2007. Volume growth increased net sales 12%, primarily led by China, where the Extra and Doublemint brands drove growth, and Australia and Vietnam. Favorable price/mix increased net sales 2%. Average translation of a stronger Chinese renminbi and Australian dollar to the weaker U.S. dollar increased net sales approximately 11%.

Operating Income

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


	Six Months Ended
	June 30,
	2008			2007
Gross profit		54.0	%		52.5	%
Selling, general and administrative
Advertising		(11.8	)		(10.6	)
Merchandising and promotion/other		(5.3	)		(5.1	)
Selling and other marketing		(10.0	)		(10.3	)
General and administrative		(8.2	)		(8.4	)

Total selling, general and administrative*		(35.3	)		(34.5	)

Operating income*		18.8	%		18.0	%


*		May not total due to rounding

Consolidated operating income for the first six months of 2008 increased $94,353 or 20% compared to the first six months of 2007. Average translation of stronger foreign currencies to the weaker U.S. dollar increased operating income approximately 13%. Gross profit increased $251,687 or 18% from 2007 due to increased net sales while gross profit as a percentage of sales (gross profit margin) increased 1.5 percentage points primarily due to favorable price/mix combined with restructuring charges in the prior year, partially offset by slightly higher cost. Average translation of stronger foreign currencies increased gross profit approximately 9%. SG&A expense increased $157,334 or 17% from 2007, primarily due to increased advertising and selling expense. In addition, the first six months of 2008 also included $16,788 of merger expenses. Average translation of foreign currencies to the U.S. dollar increased SG&A expense approximately 7%.

North America operating income for the first six months of 2008 increased $28,815 or 17% compared to the first six months of 2007. Average translation of the Canadian dollar to the weaker U.S. dollar increased operating income approximately 1%. Gross profit increased $56,848 or 14% from 2007 due to higher gross profit margin and increased net sales. Average translation of the Canadian dollar to the U.S. dollar increased gross profit approximately 1%. Gross profit margin increased 4.1 percentage points compared to the prior period primarily due to favorable price/mix and restructuring charges in the prior quarter, partially offset by higher cost. SG&A expense increased $28,033 or 12% primarily due to advertising and merchandising and promotion (brand support). Average translation of the Canadian dollar to the U.S. dollar increased SG&A expense approximately 1%.

EMEAI operating income for the first six months of 2008 increased $33,070 or 10% compared to the first six months of 2007. Average translation of foreign currencies to the U.S. dollar increased operating income approximately 13%. Gross profit increased $117,230 or 16% from 2007 primarily due to increased net sales, partially offset by lower gross profit margin. Average translation of foreign currencies to the U.S. dollar increased gross profit approximately 12%. Gross profit margin decreased 1.1 percentage points compared to the first six months of 2007 primarily due to unfavorable mix and cost, partially offset by favorable price. SG&A expense increased $84,160 or 21% primarily due to average foreign currency translation and increased brand support and selling expense. Average translation of foreign currencies to the U.S. dollar increased SG&A expense approximately 12%.

Asia/Pacific operating income for the first six months of 2008 increased $38,031 or 28% compared to the first six months of 2007. Average translation of the stronger Chinese renminbi and Australian dollar to the weaker U.S. dollar increased operating income approximately 14%. Gross profit increased $78,792 or 30% from 2007 primarily due to increased net sales and higher gross profit margin. Average translation of stronger foreign currencies increased gross profit approximately 11%. Gross profit margin increased 2.0 percentage points primarily due to favorable cost and price, partially offset by unfavorable mix. SG&A expense increased $40,761 or 32% primarily due to increased brand support and average foreign currency translation. Average translation of foreign currencies to the U.S. dollar increased SG&A expense approximately 8%.

All Other operating expense for the first six months of 2008 increased $5,563 or 3% compared to the first six months of 2007. The increase was primarily due to merger expenses, partially offset by lower central marketing expenses including global marketing, due to the marketing realignment in the fourth quarter of 2007 and restructuring charges in the first six months of 2007.

Interest Expense

Interest expense for the first six months of 2008 was $31,293, down $2,432 compared to the first six months of 2007 due to lower average commercial paper balances outstanding during the first six months of 2008, primarily due to the A. Korkunov acquisition in the prior year, and a decrease in short-term interest rates.

Investment Income

Investment income for the first six months of 2008 was $8,782, up $4,355 compared to the first six months of 2007. The increase was primarily due to higher average cash balances and higher international investment yields during the first six months of 2008.

Other Income (Expense), Net

Other income (expense), net for the first six months of 2008 was $12,077 of expense, compared to $18,124 of income in the first six months of 2007. The change was primarily due to an approximately $14,000 gain on the sale of corporate assets in the prior period and foreign currency transaction losses in the first six months of 2008.

Income Taxes

Income taxes for the first six months of 2008 were $170,527, up $21,083 or 14% from the first six months of 2007. The increase was primarily due to the increase in pretax earnings of $70,939 or 15% partially offset by a decrease in the effective tax rate. The consolidated effective tax rate decreased to 32.0% in the first six months of 2008 compared to 32.4% in the first six months of 2007 mainly due to geographic earnings mix.

LIQUIDITY AND CAPITAL RESOURCES

Operating Cash Flow and Current Ratio

Net cash provided by operating activities for the first ~~three~~six months of ~~2007~~2008 was $~~131~~504,~~584~~050 compared to $29437,~~473~~250 for the same period in ~~2006~~2007. The increase was primarily due to increased earnings~~, decreased working capital investment including timing of settlement of payables and accruals~~. The Company’s current ratio (current assets divided by current liabilities) was approximately 1.14 to 1 at ~~March 31~~June 30, ~~2007~~2008 ~~compared~~and ~~to approximately 1.4 to 1 at~~ December 31, ~~2006 due to increased levels of commercial paper at March 31,~~ 2007 ~~related to the A~~. ~~Korkunov acquisition.~~

Additions to Property, Plant, and Equipment

Capital expenditures for the first ~~three~~six months of ~~2007~~2008 were $3586,~~546~~206 compared to $7797,~~445~~759 in the first six ~~three~~ months of ~~2006~~2007. The decrease was primarily due to atiming ~~significant~~as ~~and~~the ~~non-recurring~~Company ~~purchase~~expects ofadditions ~~real~~to property, ~~estate~~plant inand ~~2006.~~equipment ~~For~~in ~~the~~2008 ~~full~~will ~~year~~be ~~2007,~~somewhat ~~capital~~higher ~~expenditures~~than ~~are~~2007. ~~expected~~The toCompany ~~decrease~~plans ~~from 2006 and are planned~~ to befund additions ~~funded~~ from ~~the Company’s~~ cash flow from operations.

The Company closed on the acquisition of an additional 10% interest in A. Korkunov in the second quarter of 2008. The cost of this 10% interest, as well as the final 10% interest expected to be acquired in 2009, was based on an earnings multiple that depends upon A. Korkunov’s fiscal year financial performance in the year immediately prior to closing compared to agreed upon targets. The cost of the 10% interest acquired in the second quarter of 2008 was $70,726, including direct acquisition costs. Additionally, as an adjustment to the initial closing and acquisition of the 80% interest in January 2007, the Company also paid, in the second quarter of 2008, an additional $25,000, due to A. Korkunov exceeding an agreed upon financial target for fiscal year 2007. Thus, the Company’s total cash outlay related to the A. Korkunov acquisition was $95,726 in the second quarter of 2008.

Borrowing Arrangements and External Capital Resources

At ~~March 31~~June 30, ~~2007~~2008, the Company had $~~321~~130,000 of commercial paper outstanding under its commercial paper program bearing an average interest rate of 52.2322% ~~under its commercial paper program~~ established pursuant to the April 29, 2005 Issuing and Paying Agency Agreement with JPMorgan Chase Bank. ~~Of the aggregate maximum amount of $1,500,000 of commercial paper that the Company may issue pursuant to this program, $1,179,000 remains.~~

Pursuant to the shelf registration prospectus (Form S-3) filed with the SEC by the Company on March 1, 2005, the Company may issue, from time to time, debt securities, preferred stock, common stock, warrants, stock purchase contracts or stock purchase units with a maximum aggregate initial offering price of all securities sold by the Company under the prospectus of $2,000,000. With the issuance on July 14, 2005 of $500,000 of five-year notes maturing on July 15, 2010, bearing a coupon interest rate of 4.30% and of $500,000 of ten-year notes maturing on July 15, 2015, bearing a coupon interest rate of 4.65%, the Company has $1,000,000 remaining under the shelf registration prospectus. Interest on the senior unsecured notes is payable semi-annually on January 15th and July 15th.

On July 14, 2005, the Company entered into an agreement for a $600,000 five-year credit facility 12maturing in July 2010 to support the commercial paper borrowings; 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 June 30, 2008, the Company was compliant. The Company had no borrowings outstanding under the credit facility at June 30, 2008.

15 On July 14, 2005, the Company entered into an agreement for a $600,000 five-year credit facility maturing in July 2010 to support the commercial paper borrowings; 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 March 31, 2007, the Company was compliant. The Company had no borrowings outstanding under the credit facility at March 31, 2007.

Forward-Looking Statements

This report and any documents incorporated by reference may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21 E of the Exchange Act. Statements and financial disclosure that are not historical facts are forward-looking statements within the meaning of such regulations, as well as the Private Securities Litigation Reform Act of 1995. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to the Company, based on current beliefs of management as well as assumptions made by, and ~~information~~ information currently available to, the Company. ~~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 the Company 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. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary. Significant factors that may cause actual results to differ materially from the forward-looking statements are included in the section entitled “Risk Factors” (refer to Part II, Item 1A) and 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.

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 the Company 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. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary. Significant factors that may cause actual results to differ materially from the forward-looking statements are included in the section entitled “Risk Factors” (refer to Part II, Item 1A) and 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 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 the Company. 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, the Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 3 –— Quantitative and Qualitative Disclosures About Market Risk

Market Risk

Inherent in the Company’s operations are certain market risks related to foreign currency exchange rates, interest rates, and the equity markets. The Company’s primary area of market risk is foreign currency exchange rate risk. The Company identifies this risk and mitigates its financial impact through its corporate policies and hedging activities. The Company’s hedging activities include the use of derivative financial instruments. The Company uses derivatives only when the hedge is highly effective and does not use them for trading or speculative purposes. The counterparties to the hedging activities are highly rated financial institutions. The Company believes that movements in market values of financial instruments used to mitigate identified risks are not expected to have a material near-term impact on future earnings, cash flows, or reported fair values. The Company’s exposure to interest rate risk on the Company’s long-term debt is mitigated because it carries a fixed coupon rate of interest. There have been no material changes to the Company’s exposure to market risks since December 31, ~~2006~~2007. The Company’s exposure to equity price risk would not have a significant impact on future earnings, fair value or cash flows.

Item 4 -— 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 as of ~~March 31~~June 30, ~~2007~~2008. 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 ~~March 31~~June 30, ~~2007~~2008.

(ii) Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the period ended ~~March 31~~June 30, ~~2007~~2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

16 13

PART II –— OTHER INFORMATION

Item 1A –— Risk Factors

The Company’s operations and ~~financials~~financial results are subject to a number of risks and uncertainties that could adversely affect the Company’s operations, performance, development or business. Significant factors that may cause actual results to differ materially include, without limitation:

• Availability or retention of retail space. In those countries where the Company maintains market leadership in the ~~chewing~~ gum segment, the Company’s ability to retain preferred retail space allocation will impact results. If the Company is not able to retain this allocation, the Company’s results could be negatively impacted. • Availability of raw materials. The Company uses many 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 the Company is unable to maintain the availability, pricing and sourcing of these raw materials, the Company’s results could be negatively impacted. • Changes in demographics and consumer preferences. The Company operates in an increasingly competitive market. As such, the Company’s continued success is dependent upon its ability to continue to create and market products which appeal to 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 the Company’s inability to otherwise adapt to changing market needs could have a material adverse effect on the Company’s operating results. • Changes in foreign currency and market conditions. Manufacturing and sales of a significant portion of the Company’s products are outside the United States. The majority of countries in which the Company 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 the Company’s business in such countries could be negatively impacted. In addition, volatility in foreign currencies could have a material adverse effect on the Company’s results of operations. • Increased competition, discounting and other competitive actions. The Company competes worldwide with other well-established manufacturers of confectionery products, including chewing gum. The Company’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 for the Company to maintain its operating margins. • Underutilization of or inadequate manufacturing capacity. Unanticipated movements in consumer demands could result in inadequate manufacturing capacity or underutilization of the Company’s manufacturing capacity, which could negatively impact manufacturing efficiencies and costs. • Government regulations. Government regulations with respect to import duties, tariffs, taxes and environmental controls, both in and outside the United States, could negatively impact the Company’s costs and ability to compete in domestic or foreign market places. • Labor Stoppages. To the extent the Company 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. The Company’s inability to successfully integrate any acquired businesses or assets could cause actual results to differ from anticipated results or expectations of the business.

•

Availability of raw materials. The Company uses many 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 the Company is unable to maintain the availability, pricing and sourcing of these raw materials, the Company’s results could be negatively impacted.

•

Changes in demographics and consumer preferences. The Company operates in an increasingly competitive industry. As such, the Company’s continued success is dependent upon its ability to continue to create and market products which appeal to 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 the Company’s inability to otherwise adapt to changing customer and consumer needs could result in increased capital, marketing or other expenditures or may result in a decrease in category share growth, any of which could have a material adverse effect on the Company’s operating results.

•

Changes in foreign currency and market conditions. Manufacturing and sales of a significant portion of the Company’s products are outside the United States. The majority of countries in which the Company 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 the Company’s business in such countries could be negatively impacted. In addition, given the global nature of the Company’s business, the Company earns revenue, pays expenses, incurs liabilities and holds assets in a variety of foreign currencies which are translated into U.S. dollars for financial statement reporting purposes at the then — applicable exchange rate. Consequently, volatility in foreign currencies could have a material adverse effect on the Company’s results of operations.

•

Increased competition, discounting and other competitive actions. The Company competes worldwide with other well-established manufacturers of confectionery products, including chewing gum. The Company’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 for the Company to maintain its operating margins.

•

Underutilization of or inadequate manufacturing capacity. Unanticipated movements in consumer demands could result in inadequate manufacturing capacity or underutilization of the Company’s manufacturing capacity, which could negatively impact manufacturing efficiencies and costs.

•

Government regulations. Government regulations with respect to import duties, tariffs, taxes and environmental controls, both in and outside the United States, could negatively impact the Company’s costs and ability to compete in domestic or foreign marketplaces.

•

Labor Stoppages. To the extent the Company 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. The Company’s inability to successfully integrate any acquired businesses or assets could cause actual results to differ from anticipated results or expectations of the business.

•

Merger. On April 28, 2008, the Company announced that it had reached an agreement to merge with Mars, Incorporated, one of the world’s leading confectionery and consumer goods companies. To the extent the transaction is not consummated for any reason, our stock price may be adversely affected. In addition, inability to retain our key personnel during this period may have a material adverse effect on our operations and our financial results. Other related risks that could have a material adverse effect on our financial results include, without limitation: (a) the outcome of any legal proceedings which may be instituted against the Company and (b) risks that the proposed transaction disrupts current plans and operations.

Additional significant factors that may affect the Company’s operations, performance, development and business results include the risks and uncertainties described above, those listed from time to time in the Company’s filings with the Securities and Exchange Commission and the risk factors or uncertainties listed herein or listed in any document incorporated by reference herein.

The factors identified above are believed to be significant factors, but not necessarily all of the significant factors, that could cause actual results to differ materially. Unpredictable or unknown factors could also have material effects on the Company.

Item 6 — Exhibits 14

~~Item~~(a) 2Exhibits –reference ~~Unregistered~~is ~~Sales~~made ofto ~~Equity~~the ~~Securities~~Exhibit ~~and~~Index ~~Use~~on ofpage ~~Proceeds~~20.

18 ~~(c) Repurchases of Equity Securities~~

Period	(a) Total Number of Shares Purchased (1)(2)		(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Plan		(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Share Repurchase Plan
January 1st – January 31st		992,000	$	51.35		983,000	$	452,729,000
February 1st – February 28th		600	$	52.09		—	$	452,729,000
March 1st – March 31st		1,386,000	$	49.80		1,386,000	$	383,680,000

(1)

Includes actual number of shares under the Board of Directors authorized and publicly announced Share Repurchase Program resolutions of August 18, 2004 to purchase up to $300,000,000 of shares and May 19, 2006 to purchase up to $500,000,000 of shares, in the open market. At March 31, 2007, $383,680,000 remained available for repurchase under the program. The program will expire when the authorized amount is completely utilized.

(2)

Includes actual number of 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 and the 2007 Management Incentive Plan. The Stock Deferral Program for Non-employee Directors increases Non-employee Director’s beneficial ownership in the Company and more closely aligns their interest in the long-term growth and profitability of the Company with that of the stockholder.

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

The Company’s Annual Meeting of Stockholders (the “Annual Meeting”) was held on Wednesday, March 14, 2007. At the Annual Meeting, stockholders considered the following proposals:

(1) the election of four Class II Directors to serve on the Board until the Annual Meeting in 2010;

(2) the adoption of an amendment to the Company’s Second Restated Certificate of Incorporation to permit amendment of the Bylaws to adopt majority voting for the election of Directors; and

(3) the ratification of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2007.

Proposal 1 - Election of Four Class II Directors. At the Annual Meeting, the stockholders elected as Class II Directors Thomas A. Knowlton, William D. Perez, Steven B. Sample and Alex Shumate, each to serve for a three-year term expiring at the 2010 Annual Meeting of Stockholders. A total of 716,260,018 votes, representing shares of both Common Stock and Class B Common Stock, voting together as a single class, were represented for the election of each nominee as follows:

Nominee	For		Withheld
Thomas A. Knowlton		708,918,642		7,341,376
William D. Perez		711,306,666		4,953,352
Steven B. Sample		711,816,514		4,443,504
Alex Shumate		707,591,103		8,668,915

Proposal 2 - Adoption of the Amendment to the Company’s Second Restated Certificate of Incorporation. With holders of Common Stock and Class B Common Stock voting together as a single class, a total of 716,260,018 votes were represented in connection with the adoption of the amendment to the Company’s Second Restated Certificate of Incorporation to permit amendment of the Bylaws to adopt majority voting for the election of Directors as follows:

For		Against			Abstain			Non-Votes
711,075,895			2,435,019			2,749,104			0

Proposal 3 - Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Auditors. With each class of stock voting together as a single class, a total of 716,260,018 votes were represented in connection with the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2007 as follows:

For		Against			Abstain
709,278,827			4,820,838			2,160,353

Item 6 – Exhibits

(a) Exhibits reference is made to the Exhibit Index on page 18.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WM. WRIGLEY JR. COMPANY
	WM. WRIGLEY JR. COMPANY (Registrant)
	(Registrant)
	By	/s/ SHAUN MARA
	By	/s/ SHAUN MARA
		Shaun Mara
		Shaun Mara
		Vice President and Controller Authorized Signatory and Chief Accounting Officer
		Vice President and Controller
	Date August 5, 2008
		Authorized Signatory and Chief Accounting Officer
	Date May 10, 2007

WM. WRIGLEY JR. COMPANY AND WHOLLY OWNED ASSOCIATED COMPANIES

INDEX TO EXHIBITS (Part II - Item 6)

Exhibit Number		Description of Exhibit
3		Articles of Incorporation
		(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.
		(a)(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.
		(a)(iii)	Certificate of Amendment No. 2 of the Restated Certificate of Incorporation of Wm. Wrigley Jr. Company dated April 4, 2006, is incorporated by reference to Exhibit 3(a) (ii) to the Company’s Form 10-Q filed for the fiscal quarter ending March 31, 2006.
		(a)(iv)	Restated Certificate of Incorporation of Wm. Wrigley Jr. Company, as amended by the Certificate of Amendment No. 2 of the Restated Certificate of Incorporation of Wm. Wrigley Jr. Company dated April 4, 2006, is incorporated by reference to Exhibit 3(a)(iii) to the Company’s Form 10-Q filed for the fiscal quarter ending March 31, 2006.
	*	(a)(v)	Restated Certificate of Incorporation of Wm. Wrigley Jr. Company, as amended by the Certificate of Amendment No. 2 to the Restated Certificate of Incorporation of Wm. Wrigley Jr. Company dated April 4, 2006, and as further amended by the Certificate of Amendment of Restated Certificate of Incorporation dated March 15, 2007, is attached hereto as Exhibit 3(a)(v) and incorporated herein.
3		Bylaws
		(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.
		(b)(ii)	The Registrant’s Amended and Restated Bylaws, effective March 5, 2002, as amended on October 20, 2006 is incorporated by reference to Exhibit 3(b) of the Company’s Quarterly Report on Form 10-Q filed for the fiscal quarter ended September 30, 2006.
		(b)(iii)	The Registrant’s Amended and Restated Bylaws, effective March 5, 2002, as amended on October 20, 2006 and February 6, 2007 is incorporated by reference to Exhibit 3(b)(ii) to the Company’s Form 10-K filed for the fiscal year ended December 31, 2006.
	*	(b)(iv)	The Registrant’s Amended and Restated Bylaws, effective March 5, 2002, as amended on October 20, 2006, February 6, 2007 and March 15, 2007 is attached hereto as Exhibit 3(b)(iv) and incorporated herein.
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.

		(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.
31		Rule 13a-14(a)/15d-14(a) Certifications
	*	(a)	Certification of Mr. William D. Perez, President and Chief Executive Officer
	*	(b)	Certification of Mr. Reuben Gamoran, Senior Vice President and Chief Financial Officer
32		Section 1350 Certifications
	*	(a)	Certification of Mr. William D. Perez, President and Chief Executive Officer
	*	(b)	Certification of Mr. Reuben Gamoran, Senior Vice President and Chief Financial Officer

* Filed herewith.

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

WM. WRIGLEY JR. COMPANY AND WHOLLY OWNED ASSOCIATED COMPANIES

INDEX TO EXHIBITS
(Part II — Item 6)


Exhibit
Number	Description of Exhibit

2.	Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

	(a)	Agreement and Plan of Merger, dated April 28, 2008, among Wm. Wrigley Jr. Company, Mars, Incorporated, New Uno Holdings Corporation and New Uno Acquisition Corporation (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on April 30, 2008).

4.	Instruments Defining the Rights of Security Holders

	(a)	Amendment to Rights Agreement, dated April 27, 2008, by and between Wm. Wrigley Jr. Company and ComputerShare Trust Company N.A. (as successor to EquiServe, L.P.), as Rights Agent, dated June 1, 2001 (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed on April 30, 2008).

10.	Material Contracts

	(a)*	Amendment to Wm. Wrigley Jr. Company Executive Compensation Deferral Program effective July 1, 2008.

	(b)*	Amendment to Wm. Wrigley Jr. Company Stock Award Program effective July 1, 2008.

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 Certification 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.

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