Wrigley WM JR Co - Quarterly Report (10-Q)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended  June 30, 2008

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)

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

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

Indicate by check mark 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.

2

---

 

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

		Six Months Ended
		June 30,
		2008				2007
OPERATING ACTIVITIES
Net earnings		$	362,370				312,514
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			116,260				101,868
Net loss (gain) on retirements of property, plant and equipment			8,450				(13,735	)
Non-cash share-based compensation			27,899				30,801
Deferred income taxes			6,157				1,112
(Increase) decrease in:
Accounts receivable			(39,085	)			(22,222	)
Inventories			7,077				43,575
Other current assets			(30,754	)			(23,324	)
Deferred charges and other assets			(9,101	)			(14,386	)
Increase (decrease) in:
Accounts payable and accrued expenses			26,821				(8,369	)
Income and other taxes payable			3,875				18,083
Other noncurrent liabilities			24,081				11,333
Net cash provided by operating activities			504,050				437,250
INVESTING ACTIVITIES
Additions to property, plant and equipment			(86,206	)			(97,759	)
Proceeds from retirements of property, plant and equipment			3,261				23,165
Proceeds from sale of investments			635				685
Acquisition, net of cash acquired			(95,726	)			(293,912	)
Net cash used in investing activities			(178,036	)			(367,821	)
FINANCING ACTIVITIES
Dividends paid			(170,486	)			(150,371	)
Common Stock purchased and issued, net			(191,090	)			(147,905	)
Issuances of short-term debt, net			130,000				266,444
Net cash used in financing activities			(231,576	)			(31,832	)
Effect of exchange rate changes on cash and cash equivalents			10,070				3,440
Net increase in cash and cash equivalents			104,508				41,037
Cash and cash equivalents at beginning of period			278,843				253,666
Cash and cash equivalents at end of period		$	383,351				294,703
SUPPLEMENTAL CASH FLOW INFORMATION
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.

3

---

 

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

		(Unaudited)
		June 30, 2008				December 31, 2007
Assets
Current assets:
Cash and cash equivalents		$	383,351				278,843
Short-term investments, at amortized cost			—				635
Accounts receivable (less allowance for doubtful accounts: 6/30/08 - $5,880; 12/31/07 - $5,791)			530,142				469,221
Inventories:
Finished goods			292,773				280,712
Raw materials, work in process and supplies			333,040				339,370
			625,813				620,082
Other current assets			200,201				180,997
Total current assets			1,739,507				1,549,778
Deferred charges and other assets			222,293				214,457
Goodwill			1,487,106				1,422,957
Other intangibles			493,742				484,256
Property, plant and equipment, at cost			3,033,384				2,870,917
Less accumulated depreciation			(1,458,606	)			(1,310,853	)
Net property, plant and equipment			1,574,778				1,560,064
Total assets		$	5,517,426				5,231,512
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term debt		$	130,000				—
Accounts payable and accrued expenses			903,714				871,901
Dividends payable			91,109				79,965
Income and other taxes payable			155,155				149,254
Total current liabilities			1,279,978				1,101,120
Other noncurrent liabilities			334,022				312,912
Long term debt			1,000,000				1,000,000
Total liabilities			2,614,000				2,414,032
Stockholders’ equity:
Preferred stock — no par value 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
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
Additional paid-in capital			160,215				140,357
Retained earnings			3,445,959				3,264,484
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	)
Accumulated other comprehensive income			177,229				109,984
Total stockholders’ equity			2,903,426				2,817,480
Total liabilities and stockholders’ equity		$	5,517,426				5,231,512

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

4

---

 

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) 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

5

---

 

restructuring charges in the Consolidated Statement of Earnings (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.

6. 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. 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

---

 

7. (Continued)

		Fair Value at June 30, 2008
Description		Level 1				Level 2				Level 3				Total
Assets:
Trusts holding deferred compensation investments		$	127,282				—				—				127,282
Total assets		$	127,282				—				—				127,282
Liabilities:
Liabilities related to deferred compensation held in trusts		$	127,282				—				—				127,282
Foreign currency derivatives			—				8,231				—				8,231
Total liabilities		$	127,282				8,231				—				135,513

8. 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. 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

7

---

 

10. 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 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 components of net pension benefit cost are as follows:

		U.S. Plans								Non-U.S. Plans
		Three Months Ended								Three Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
Service cost		$	5,300				3,700				4,200				4,200
Interest cost			7,300				6,900				5,400				4,100
Expected return on plan assets			(9,000	)			(9,100	)			(5,600	)			(4,800	)
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

		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.

8

---

 

10. (Continued)

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

		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

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.

11. Segment 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.

9

---

 

11. (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

10

---

 

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 15% growth in diluted earnings per share in the second quarter of 2008 compared to the second quarter of 2007. Diluted earnings per share increased to $0.70 in the second quarter of 2008 compared to $0.61 in the second quarter of 2007, due to earnings growth across all segments, a $0.08 per share favorable impact from foreign exchange and a $0.01 per share favorable impact due to restructuring charges in the prior period, partially offset by a $0.04 unfavorable impact related to expenses associated with the planned merger with Mars.

The Company achieved 16% growth in diluted earnings per share in the first six months of 2008 compared to the first six months of 2007. Diluted earnings per share increased to $1.31 in the first six months of 2008 compared to $1.13 in the first six months of 2007, due to earnings growth across all segments, a $0.15 per share favorable impact from foreign exchange, a $0.03 per share favorable impact due to restructuring charges in the prior period, partially offset by a $0.03 unfavorable impact due to a gain on the sale of corporate assets in the prior period and a $0.04 unfavorable impact related to expenses associated with the planned merger with Mars. Additionally, the Company’s effective tax rate decreased to 32.0% from 32.4% in the first six months of 2007. The Company expects a slightly lower tax rate compared to 2007 to continue through 2008.

Net sales increased 14% and 15% in the second quarter and first six months of 2008, respectively, driven primarily by average translation of foreign currencies and price/mix. Net sales growth was particularly strong in Asia/Pacific and EMEAI, led by double digit volume growth in China and Russia, respectively. Net sales in North America increased moderately despite declines in U.S. volume.

Average foreign currency translation favorably impacted diluted earnings per share in the second quarter and first six months of 2008 compared to the respective periods in 2007. This benefit was primarily due to average translation rates of stronger foreign currencies, particularly the euro, Polish zloty, Chinese renminbi, Russian ruble and Australian dollar, to the weaker U.S. 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 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.

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.

2008 vs. 2007 Second Quarter

Net Sales

Consolidated net sales for the second quarter of 2008 were $1,571,291, an increase of $193,511 or 14% from the second quarter of 2007. Volume growth increased net sales 1% and price/mix increased net sales 5%. Average translation of stronger foreign currencies to the weaker U.S. dollar increased net sales approximately 8%.

North America net sales for the second quarter of 2008 were $474,475, an increase of $22,365 or 5% from the second quarter of 2007. Favorable price/mix increased net sales 9% 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 5%. Average translation of the stronger Canadian dollar to the weaker U.S. dollar increased net sales approximately 1%.

EMEAI net sales for the second quarter of 2008 were $782,578, an increase of $111,127 or 17% from the second quarter of 2007. Volume growth increased net sales 1%, primarily due to higher volume in Russia, partially offset by lower volume in the U.K. and Spain. Favorable

11

---

 

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 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
		June 30,
		2008				2007
Gross profit			54.9	%			52.9	%
Selling, general and administrative
Advertising			(11.5	)			(10.7	)
Merchandising and promotion/other			(5.8	)			(4.6	)
Selling and other marketing			(9.8	)			(10.2	)
General and administrative			(8.8	)			(8.3	)
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 second quarter of 2008 increased $34,985 or 13% compared to the second quarter of 2007. Average translation of stronger foreign currencies to the weaker U.S. dollar increased operating income approximately 12%. Gross profit increased $134,142 or 18% from 2007 due to increased net sales while gross profit as a percentage of sales (gross profit margin) increased 2.0 percentage point primarily due to favorable price/mix combined with restructuring charges in the prior quarter, partially offset by slightly unfavorable cost in the quarter. Average translation of stronger foreign currencies increased gross profit approximately 9%. Selling, general and administrative (SG&A) expense increased $99,157 or 21% from 2007, primarily due to increased advertising and merchandising and promotion. 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 7%.

North America operating income for the second quarter of 2008 increased $18,986 or 20% compared to the second quarter of 2007. Average translation of the Canadian dollar to the weaker U.S. dollar increased operating income approximately 1%. Gross profit increased $29,462 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 4.0 percentage points compared to the prior period primarily due to favorable price/mix and restructuring charges in the prior quarter. SG&A expense increased $10,476 or 9% primarily due to higher advertising, merchandising and promotion (brand support) partially offset by lower general and administrative expense. Average translation of the Canadian dollar to the U.S. dollar increased SG&A expense approximately 1%.

EMEAI operating income for the second quarter of 2008 increased $17,753 or 9% compared to the second quarter of 2007. Average translation of foreign currencies to the U.S. dollar increased operating income approximately 12%. Gross profit increased $69,603 or 18% from 2007 primarily due to increased net sales and gross profit margin. Average translation of foreign currencies to the U.S. dollar increased gross profit approximately 13%. Gross profit margin increased 0.5 percentage points compared to the second quarter of 2007 primarily due to favorable price, partially offset by higher cost and unfavorable mix. SG&A expense increased $51,850 or 25% primarily due to average foreign currency translation, increased brand support and selling expense. Average translation of foreign currencies to the U.S. dollar increased SG&A expense approximately 14%.

Asia/Pacific operating income for the second quarter of 2008 increased $15,704 or 25% compared to the second quarter 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 $37,782 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 12%. Gross profit margin increased 2.0 percentage points primarily due to favorable cost and price/mix. SG&A expense increased $22,078 or 36% primarily due to increased brand support and selling expenses. Average translation of foreign currencies to the U.S. dollar increased SG&A expense approximately 10%.

12

---

 

All Other operating expense for the second quarter of 2008 increased $17,458 or 21% compared to the second 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.

Interest Expense

Interest expense for the second quarter of 2008 was $16,072, down $1,051 compared to the second quarter of 2007 due to a decrease in short-term interest rates, partially offset by a slight increase in the average commercial paper balances outstanding during the second quarter of 2008 compared to the second quarter of 2007.

Investment Income

Investment income for the second quarter of 2008 was $5,393, up $2,856 compared to the second quarter of 2007. The increase was primarily due to 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 second quarter of 2008 was $2,277 of expense, compared to $1,421 of income in the second quarter of 2007. The change was primarily due to a foreign currency transaction gain in the second quarter of 2007.

Income Taxes

Income taxes for the second quarter of 2008 were $91,186, up $11,236 or 14% from the second quarter of 2007. The increase was primarily due to the increase in pretax earnings as the effective tax rate remained consistent at 32.0% between periods.

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%.

13

---

 

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.

14

---

 

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 six months of 2008 was $504,050 compared to $437,250 for the same period in 2007. The increase was primarily due to increased earnings. The Company’s current ratio (current assets divided by current liabilities) was approximately 1.4 to 1 at June 30, 2008 and December 31, 2007.

Additions to Property, Plant, and Equipment

Capital expenditures for the first six months of 2008 were $86,206 compared to $97,759 in the first six months of 2007. The decrease was primarily due to timing as the Company expects additions to property, plant and equipment in 2008 will be somewhat higher than 2007. The Company plans to fund additions from 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 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% established pursuant to the April 29, 2005 Issuing and Paying Agency Agreement with JPMorgan Chase Bank.

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 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 June 30, 2008, the Company was compliant. The Company had no borrowings outstanding under the credit facility at June 30, 2008.

15

---

 

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 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. 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, 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 June 30, 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 June 30, 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 June 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

16

---

 

PART II — OTHER INFORMATION

Item 1A — Risk Factors

The Company’s operations and 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 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 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.

17

---

 

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

(a)

Exhibits reference is made to the Exhibit Index on page 20.

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 (Registrant)
	By	/s/ SHAUN MARA
		Shaun Mara
		Vice President and Controller Authorized Signatory and Chief Accounting Officer
	Date August 5, 2008

19

---

 

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.

20