Leonard F. Griehs - Vice President, Investor Relations Anthony P. DiSilvestro - Vice President, Controller Robert A. Schiffner - Chief Financial Officer, Senior Vice President Douglas R. Conant - President, Chief Executive Officer, Director

Terry Bivens - Bear Stearns Eric Katzman - Deutsche Bank Jonathan Feeney - Wachovia Christine McCracken - Cleveland Research Vincent Andrews - Morgan Stanley David Driscoll - Citigroup Christopher Growe - Stifel Nicolaus Pi Aquino - Credit Suisse Andrew Lazar - Lehman Brothers Mitch Pinheiro - Janney Montgomery Todd Duvick - Banc of America David Palmer - UBS Eric Serotta - Merrill Lynch

Good day, ladies and gentlemen, and welcome to the third quarter 2008 earnings conference call. (Operator Instructions) I would now like to introduce your host for today’s conference, Mr. Len Griehs, Investor Relations Vice President. You may begin. Leonard F. Griehs: Good morning, everyone. On our call this morning Anthony DiSilvestro, Vice President and Controller, will discuss results for our third quarter and nine months; Bob Schiffner, Senior Vice President and Chief Financial Officer, will then offer some comments. A question-and-answer session follows. Doug Conant, President and Chief Executive Officer, will join us for that portion of the call. Earlier this morning, our results were published along with a supplemental schedule for the quarter. Both those items are now posted also on our website, campbellsoupcompany.com. The replay of the call will be available approximately two hours after we are completed and it will run through midnight, May 26th. The replay number is 1-888-266-2081, or 1-703-925-2533, and the access code is 1236095. The call is broadcast over the Internet and you may listen by logging on to our website, campbellsoupcompany.com, and clicking on the webcast banner. As a matter of policy, our conference calls are open to all interested investors and members of the media. This discussion contains forward-looking statements that reflect the company’s current expectations about its future plans and performance. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate, and which are subject to risks and uncertainties. These include statements concerning the impact of marketing investments and strategies, share repurchase, pricing, new product introductions and innovation, cost-savings initiatives, quality improvements and portfolio strategies, including divestitures, impact on sales, earnings and margins and other factors described in our most recent 10-K as updated from time to time by the company in subsequent filings with the Securities and Exchange Commission. Our actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the company. Our discussion includes certain non-GAAP measures as defined by SEC rules. We have provided a reconciliation of those measures to the most directly comparable measures, which is available on our investor website and it’s also attached to the earnings release. Now to discuss our third quarter and nine month results, Anthony DiSilvestro. Anthony P. DiSilvestro: Good morning. Before I begin my review, I would like to make a few comments regarding the basis of presentation of our results. In March 2008, we completed the divestiture of the Godiva business. The results of this business are reported as a discontinued operation on the income statement for all periods presented. Also in the third quarter, we have recorded restructuring charges related to a series of previously announced initiatives to improve our operational efficiency and long-term profitability, including selling certain salty snack food brands and assets in Australia, closing certain production facilities in Canada and Australia, and the streamlining of our management structure. Our review will begin with a discussion of results from continuing operations while highlighting items impacting comparability. I will then review the results of discontinued operations, also highlighting the items impacting comparability. From our combined total results, including continuing and discontinued operations, I will provide a detailed reconciliation of reported net earnings per share to our adjusted net earnings per share excluding all items impacting comparability. Adjusted net earnings per share in the quarter were $0.43 compared to adjusted net earnings per share in the third quarter a year ago of $0.45. For the nine months of the fiscal year, adjusted net earnings per share were $1.82 compared to adjusted net earnings per share a year ago of $1.80. Let’s begin our review of continuing operations. Sales for the quarter grew 7% to $1.880 billion. Sales growth for the quarter breaks down as follows: volume and mix added 1%, price and sales allowances added 3%, increased promotional spending deducted 1%, currency added 4%. Gross margin declined to 38.6% from 39.9% in the prior year. The decline is primarily due to escalating cost inflation partially offset by higher sell-in prices and productivity gains. Marketing and selling expenses increased $7 million to $284 million, primarily due to currency. Administrative expenses increased $30 million to $158 million. The prior year includes a non-cash benefit of $20 million from the reversal of legal reserves due to favorable results in litigation. The remaining change is due to currency and higher compensation costs. Restructuring expense of $172 million included $120 million related to the impairment charges to adjust the net assets of the Salty Snack brands to net realizable value, $38 million for plant closings, and $14 million related to streamlining the company’s management structure. Earnings before interest and taxes were $82 million compared to $269 million a year ago. Excluding the current year impact of the restructuring charges and the prior year benefit from the reversal of legal reserves, EBIT was $254 million as compared to $249 million, an increase of 2%. Before discussing interest and taxes, it is important to note that in the third quarter of fiscal 2007, the company recorded a benefit resulting from the favorable settlement of a bilateral advanced pricing agreement, or APA, between the company, the United States, and Canada related to royalties. In connection with this settlement, the company recorded a tax benefit of $22 million and reduced net interest expense by $4 million, or $3 million after tax. The aggregate impact on earnings from continuing operations was $25 million, or $0.06 per share. Net interest expense was $37 million, up from $27 million a year ago. The prior year includes the $4 million benefit from the APA settlement. The remaining change was primarily due to the prior year benefit from the reversal of interest accruals related to the federal resolution of income tax audits. In the current quarter, the company recorded a tax rate benefit of 20% compared to a tax rate expense of 13.2% a year ago. The current year includes a $72 million tax benefit related to the restructuring charge of $172 million. Excluding the rate impact related to the restructuring, the tax rate would have been 29%. The prior year includes the tax benefit from the APA settlement and a rate impact from the reversal of legal reserves. Excluding these impacts, the prior year rate would have been 21.1%, which benefited from the reversal of tax reserves related to the favorable resolution of the 2002 to 2004 U.S. federal income tax audits. Earnings from continuing operations in the quarter were $54 million compared to $210 million a year ago. Earnings per share were $0.14 compared to $0.53 in the year-ago quarter. The current year includes $100 million, or $0.26 per share, of after-tax restructuring charges. The prior year includes a $13 million gain, or $0.03 per share from the reversal of legal reserves and the aggregate impact of $25 million or $0.06 per share from the APA settlement. After factoring these items into reported results, adjusted earnings from continuing operations in the current quarter were $154 million compared to $172 million in year ago and adjusted earnings per share from continuing operations would have been $0.40 compared to $0.44 in the year ago quarter. Earnings from discontinued operations for the quarter were $478 million versus $7 million a year ago. The current year reflects a $707 million pretax, or $467 million after tax gain, $1.23 per share, related to the sale of Godiva. Net earnings per share, which includes both continuing and discontinued operations, for the quarter were $1.40 compared to $0.55 a year ago. Excluding the items previously mentioned that impact comparability, adjusted net earnings per share in the third quarter were $0.43 compared to $0.45 a year ago. Now let’s turn to year-to-date performance, beginning with continuing operations. Net sales grew 7% to $6.283 billion. Sales growth for the nine months breaks down as follows: volume and mix added 3%, price and sales allowances added 2%, increased promotional spending deducted 1%, currency added 3%. Gross margin declined to 39.9% from 41%. The decline is primarily due to cost inflation and higher promotional spending, partially offset by productivity gains and higher selling prices. Marketing and selling expenses increased $54 million to $899 million, primarily due to currency and higher advertising expenses. Administrative expenses increased $39 million to $440 million. The prior year includes a non-cash benefit of $20 million from the reversal of legal reserves. The remaining increase is due to the impact of currency and higher compensation costs. Research and development costs increased $6 million to $82 million. Restructuring expense of $172 million included $120 million related to the impairment charges to adjust the net assets of the salty snack brands to net realizable value, $38 million for plant closings, and $14 million related to streamlining the company’s management structure. Other expense was $4 million compared to other income of $18 million a year ago. The prior year includes a $23 million gain on the sale of the idle Pepperidge Farm manufacturing facility. Earnings before interest and taxes were $910 million compared to $1.103 billion a year ago. The current year includes $172 million of restructuring charges. The prior year includes a $23 million gain from the sale of the Pepperidge Farm facility and the $20 million benefit from the reversal of legal reserves. Excluding these items, EBIT increased to $1.082 billion from $1.060 billion, an increase of 2%. Net interest expense was $121 million, up from $106 million a year ago. The prior year includes the $4 million benefit related to the APA settlement. The remaining change is due to a reduction in capitalized interest and the prior year reversal of interest accrual related to the favorable resolution of income tax audits. The tax rate was 26.2% compared to 26.4% a year ago. The current year rate reflects a $13 million tax benefit from the favorable resolution of a state tax matter recorded in the second quarter. The current year also includes the rate impact from the restructuring charges. Excluding these items, the current year tax rate was 30.4%. Adjusting the prior year for the APA settlement, as well as the tax rate impacts from the related interest adjustment, the Pepperidge Farm facility sale, and the reversal of legal reserves, the tax rate in the prior year would have been 28.2%. We expect the tax rate for the full fiscal year to be approximately 31%. Earnings from continuing operations for the nine months were $582 million, compared to $734 million a year ago. Earnings per share were $1.51, compared to $1.84 in the prior year. The current year includes $100 million or $0.26 per share of after tax restructuring charges, and the $13 million or $0.03 per share tax benefit from the state tax matter. The prior year includes a $14 million after-tax, or $0.04 per share gain from the sale of the Pepperidge Farm facility, a $13 million or $0.03 per share benefit from the reversal of legal reserves, and the aggregate favorable impact of $25 million, or $0.06 per share from the APA settlement. Excluding these items, adjusted earnings from continuing operations for the nine months were $669 million, compared to $682 million a year ago, and adjusted earnings per share from continuing operations would have been $1.74 compared to $1.71 in the prior year, a 2% increase. Earnings from discontinued operations for the nine months were $494 million versus $59 million a year ago. The current year reflects an after tax gain from the sale of Godiva of $462 million, or $1.20 per share. The prior year reflects a $39 million pretax, $23 million after tax gain, or $0.06 per share from the sale of the U.K. and Ireland businesses. Combining continuing and discontinued operations, net earnings per share for the nine months were $2.79 compared to $1.99 a year ago. Excluding the items previously mentioned that impact comparability, adjusted net earnings per share were $1.82 compared to $1.80 a year ago, an increase of 1%. Now let’s turn to operating highlights by reporting segment. I will primarily discuss the numbers for the quarter. The supplemental schedule attached to the financial release contains nine months comparisons. I will offer some comments in the year-to-date numbers where they make comparisons more meaningful. U.S. soup, sauces, and beverages -- sales for the quarter of $811 million compared to $810 million in the year ago quarter. The components of sales change for the quarter break down as follows: volume and mix subtracted 1%, price and sales allowances added 2%, increased promotional spending subtracted 1%. Total soup sales declined 3% for the quarter. Condensed soup sales were flat; ready-to-serve soup sales declined 9%, and broth sales increased 5%. This compares to a very strong quarter a year ago in which condensed sales grew 4% and both read-to-serve and broth each grew 17%. In condensed, sales growth in eating varieties was offset by a decline in cooking varieties. Both healthy request condensed and lower sodium soups grew sales. Sales of ready-to-serve soups decreased 9%. Sales of both Campbell Select and Campbell's Chunky Cans declined. Sales of convenience products, which includes soups in microwaveable bowls and cups, were down slightly as sales gains in cups were more than offset by a decline in bowls. Across the ready-to-serve portfolio, sales were adversely impacted by less effective promotional spending and lower levels of advertising. Broth sales increased due to increasing consumer demand for aseptically packaged broths and the introduction of additional sizes. Across the portfolio, sales benefited from reduced sodium products, which continued to perform well. Commenting now on nine month performance, total soup sales increased to 1%, condensed soup sales declined 1%, ready-to-serve soup sales were flat, and broth sales increased 11%. The decline in condensed soup sales was due primarily to lower sales of adult eating varieties. In ready-to-serve, sales gains in chunky and select cans were offset by declines in the convenience platform. Broth sales increased due to a strong holiday season and the launch of additional sizes of aseptically packaged broths. Returning to third quarter performance, I will now comment on highlights of our other categories in this reporting segment. The beverage business reported strong sales growth, primarily due to gains in V8 V-Fusion, which was introduced two years ago and continues to grow as we have introduced new varieties. Sales of V8 vegetable juice declined slightly compared to a very strong quarter a year ago. Prego Pasta Sauce sales were flat for the quarter, while sales of Pace Mexican Sauces declined slightly. Operating earnings for U.S. soup, sauces, and beverages were $172 million, compared with $181 million in the prior period. The decline in operating earnings was primarily driven by cost inflation partially offset by higher net selling prices and productivity gains. Baking and snacking -- sales for the quarter were $502 million, compared with $441 million, an increase of 14%. Sales growth for the quarter breaks down as follows: volume and mix added 4%, price and sales allowance added 6%, increased promotional spending deducted 1%, currency added 6%. The divestiture of our Papua, New Guinea business subtracted 1%. Let’s review some sales highlights in the quarter. Pepperidge Farm achieved double-digit sales growth with gains in all businesses -- cookies and crackers, bakery, and frozen. In cookies and crackers, sales gains were driven by the continued strong performance of Goldfish Snack Crackers and the launch of Baked Naturals, an adult savory snack cracker. Bakery posted double-digit sales gains, driven primarily by continued consumer demand for whole grain breads and growth in sandwich rolls. Arnott sales increased due to the favorable impact of currency and solid gains in the biscuit business, principally related to savory snack products. Operating losses were $92 million versus $45 million of operating earnings a year ago. The current year includes $144 million of restructuring charges. The remaining increase was primarily driven by the favorable impact of currency and gains in Arnott. Pepperidge Farm earnings were flat, as the benefit of higher sales was offset by higher commodity costs. International soups, sauces, and beverages -- sales were $400 million compared to $341 million, an increase of 17%. Sales growth breaks down as follows -- volume and mix added 3%, price and sales allowances subtracted 1%, reduced promotional spending added 1%, currency added 14%. Let’s review some highlights of sales growth for the quarter. Sales in Europe increased primarily due to the favorable impact of currency partially offset by a decline in Germany, due to our exiting the private label business. Sales in the Asia-Pacific region increased due to the favorable impact of currency and double-digit growth in the Australia soup business. Canada sales increased due to the favorable impact of currency and gains in ready-to-serve soups and beverages. Operating earnings were $40 million compared to $43 million in the prior year. The current quarter includes $6 million of restructuring charges. The remaining operating earnings increase was driven by the favorable impact of currency and gains in Australia and Canada, partially offset by cost to launch products in Russia and China. North America food service -- sales were $167 million compared to $158 million, an increase of 6%. Sales growth breaks down as follows -- volume and mix deducted 1%, price and sales allowances added 2%, reduced promotional spending added 3%, currency added 2%. Excluding the favorable impact of currency, sales growth was driven by gains in cans and frozen soup, partially offset by a decline in refrigerated soup. Operating losses were $4 million compared with operating earnings of $13 million in the year-ago quarter. The current quarter includes $22 million of restructuring charges. The remaining increase was primarily due to higher sales. Unallocated corporate expenses increased $21 million to $34 million. In the third quarter last year, we reversed $20 million of legal reserves due to favorable results in litigation. Now let’s turn to cash flow and the balance sheet -- cash from operations for the nine months was $574 million, as compared to the prior year of $623 million. The current year included a payment of approximately $230 million related to income taxes associated with the sale of the Godiva business. The prior year included payments of $186 million to settle foreign currency hedges. Capital expenditures were $184 million, compared to $187 million. We estimate our capital expenditures for the full fiscal year to be in the range of $300 million to $325 million. Total debt at quarter end was $2.116 billion, compared to $2.616 billion a year ago. Cash and cash equivalents were $50 million as compared to $274 million in the prior year. Net debt, which deducts cash and cash equivalents from total debt, was $2.066 billion, versus $2.342 billion in the prior year, a decrease of $276 million. During the nine months, we repurchased 12.7 million shares for $435 million under three programs -- a three-year, $600 million strategic share repurchase plan announced in November 2005; a program announced in March 2008 to use approximately $600 million of the net proceeds of the sale of Godiva to repurchase shares, and our ongoing repurchases to offset shares issued on our incentive compensation plans. That concludes my discussion of the third quarter. Now here are a few comments from Bob Schiffner. Robert A. Schiffner: Thanks, Anthony and good morning, everyone. As expected, this was a mixed performance quarter for our company as our U.S. soup business continued to face strong and effective competitive pressure, as well as very difficult prior year comps. In addition, the cost inflation picture continued to be very volatile and gross margin improvement has been slower than expected. On the positive side, the remainder of our portfolio is performing very well and we are pleased with our efforts to optimize our business portfolio and supply chain network. I’ll now address each of these areas in some detail. Starting with U.S. soup, we have faced difficult comparables this quarter, cycling an exceptionally strong quarter last year. In last year’s third quarter, total soup sales were up 10%, driven by higher levels of advertising and more effective merchandising activity. This quarter, our U.S. soup performance was also impacted by our pricing action in February. This was a necessary part of our efforts to offset higher than expected cost inflation. Our past experience suggests that pricing actions will take time to gain acceptance in the marketplace. Given the current economy and price increases across the food industry, we believe that our soups will continue to be seen as a good value by the consumer relative to other food choices. Finally, we again experienced strong competitive activity this quarter, particularly in the RTS segment. Yet despite all of this, we remain very bullish about our U.S. soup business going forward for several reasons. First, our lower sodium varieties continue to perform very well and are becoming an increasingly important factor in the long-term growth of the soup category. Second, our broth business continues to perform strongly with consumer demand still growing. Third, our recently announced fiscal year ’09 plans to introduce a healthful, low sodium soup line with a number of light varieties under the Select Harvest label and launching new vegetable-based V8 aseptic soup line will significantly increase soup activity next year. Finally, we have planned strong and focused marketing programs behind all of these initiatives. From a cost perspective, this fiscal year has turned out to be one of the most inflationary and volatile that I have experienced in my career in the food industry. Although we expect cost inflation to remain elevated, the good news is that we expect the cost environment to become more predictable and enable us to have a clear line of site with regard to pricing and margin management. The immediate outcome of this escalating cost environment is higher cost inflation in fiscal year ’08 and a slower return to our fiscal year ’07 gross margin level than we previously thought. Our current expectations for cost inflation are now 7% for fiscal year ’08. Moving on to the positive developments in this quarter, we were very satisfied with the performance of the remainder of our portfolio. We are especially pleased with the continued strong performance of our beverage businesses and our Arnott’s and Pepperidge Farm baked snack businesses. In addition, our wet soup businesses in Europe, Australia, and Canada all turned in strong performances. We also continue to make solid progress in Russia and China as our performance in these new markets continue to meet expectations. In this quarter, we also made solid progress in resolving a number of portfolio issues, namely Godiva and our Australian salty snack business. The sales of these two businesses enables us to more clearly focus our energies on our core strategic product areas of simple meals anchored in soups, baked snacks, and healthy beverages. In addition, the sale of these two businesses will both be accretive to future earnings, which will give us more financial flexibility as we head into fiscal year ’09. As most of you are aware, we also recently announced the closing of two plants, one in Canada and one in Australia, as well as a modest reorganization of our management structures, all of which will also enhance our financial flexibility going forward. We continue to hold our EPS guidance for the year at a 5% to 7% growth range from our adjusted fiscal year ’07 EPS base of $1.95. Given our year-to-date performance, this calls for a very strong fourth quarter performance, which I called out in my comments when we released our second quarter earnings. There are a number of factors impacting this forecast, including the 53rd week and I am very confident at this point that we can deliver this strong performance which will give us solid momentum heading into fiscal year ’09. In closing, as many of you know, this will be my last earnings calls with you as I will step down as CFO later in the summer and retire in January of ’09. It is certainly with mixed emotions that I leave Campbell Soup but I truly believe that this is a much better company than when I arrived over seven years ago and one that I believe will continue to perform well in the future as it continues to leverage new innovations. I’ve especially enjoyed my relationship with all of you, both the sell side and buy side, and I thank you for your fair and balanced assessment of our company’s performance. With that, I will turn it back to Len for your questions. Leonard F. Griehs: Okay. Devon, I’ll turn it back to you and the only thing I would ask is for everyone if you could limit in the first round of questions one question and a follow-up question so we make sure we can get through our entire roll. Devon.

(Operator Instructions) Our first question comes from Terry Bivens of Bear Stearns. Terry Bivens - Bear Stearns: Good morning, everybody and Bob, best of luck to you in your future endeavors. I want to focus in for just a second -- my one question would be on ready-to-serve. You don’t break out the pricing there I realize for that individual line but as you look at the division, soup, sauce, and beverage, it looks like there wasn’t a whole lot of price realized. Promotions were up but the volume performance was weaker than I expected. Could you bring us up to date on exactly what was accomplished in the quarter there, where we stand with the introduction of Select Harvest, perhaps the V8 -- I just didn’t see a lot getting done there in the quarter in terms of RTS. Douglas R. Conant: Obviously there wasn’t enough done in the quarter but quite frankly, that was fully anticipated. Last year in the third quarter we delivered 17% sales growth. We knew we were going up against huge comps, versus the two year ago number, we’re up a solid 8%, which I think is probably a more reasonable perspective about how to view our soup business, our ready-to-serve soup business. The key new products you mentioned, Select Harvest and also the V8 soups won’t start shipping until the end of the fourth quarter, so they are not in the market at all yet. We did know we were leading the pricing action for the category and we knew we were going to be vulnerable in the third quarter as we were lapping the huge comps, leading with the significant pricing action, knowing the competition was going to take advantage of that in the quarter and as we exit the year, before we could set the right prices and have all the price points stabilize hopefully across the category as we went into new soup season. So we knew this was going to be a challenging quarter and in fact it was. The thing I would point out though is, and this is just the way I view it -- over the last three years we consecutively improved both our total U.S. soup performance each year and our ready-to-serve performance each year. To be honest with you, this year we took a step back. We miscalled the cost inflation when we started. We then didn’t have the right pricing in the plan. We then managed our marketing plans to manage our -- to ensure that we were supporting the business but also delivering our earnings and at the same time, competition was more competitively successful than they had been in prior years. So clearly we took a step back this year but what I would tell you is I am very optimistic. I’ve now been doing this for -- I don’t know, seven-and-a-half years. I’m absolutely convinced our U.S. soup business next year will have its best year yet and I think we’ve set the table for a good run here but clearly we took a step back in the third quarter and quite frankly, we expected it. Terry Bivens - Bear Stearns: Okay. Thanks for that candor, Doug. Leonard F. Griehs: Before we continue with the questions, we have to have one correction on our capital spending. Anthony. Anthony P. DiSilvestro: Yes, I stated that capital expenditures were $184 million in the current fiscal year. They were actually $154 million. Leonard F. Griehs: Okay, thank you. Next question, Devon.

Yes, sir. Our next question comes from Eric Katzman of Deutsche Bank. Eric Katzman - Deutsche Bank: Good morning, everybody. Bob, best of luck. I guess, Doug, maybe you could talk a little bit about condensed. I mean there, it’s not really a competitive issue. Are you seeing the consumer kind of -- well, it doesn’t seem like you are seeing the consumer trade down. I’m wondering if you could kind of talk to that business and how you see that business doing relative to what people fear is a weakening consumer. Douglas R. Conant: Well, Eric, I feel like we were rolling up against a fairly good quarter a year ago in condensed, up I believe 4%. And we clearly have to step up our game in condensed soup. My optimism around condensed soup going forward is that we are really starting to set our profile properly with our reduced sodium versions and it’s getting to be a larger percentage of our total line. And I expect that to gather momentum as we go into the next year. But clearly we have to step up our game there. We do have plans. We continue to expand our shelf maximizer, our IQ maximizer in condensed. There are still accounts that are rolling that in so I expect continued momentum there. And that is a challenge, but I think it’s a manageable one. You know, we’ve grown condensed for three straight years and again, I would say we’ve taken a slight step back this year but I think we will be right back on track next year. Eric Katzman - Deutsche Bank: Sorry to follow this up with a second question but I mean, how concerned should we be? Because -- I mean, Bob, your right-hand man, is leaving. We don’t know who is going to be the replacement. So far, the U.S. soup business has struggled of late versus competition and -- you know, I guess you’ve been selling a fair amount of stock through that 10-5B1 program. I haven’t seen any insider buying. We don’t really have a view as to what SAP means as a positive or how much spending is going to occur, so I just kind of wonder why should shareholders or why should investors look at this name right now, given everything I just kind of noted? Douglas R. Conant: Well, that’s a mouthful but overall, I guess I would say our company, in my opinion, is very well positioned here. Our action standard that we manage against is having a rolling three-year TSR that is above average in our food group and we’ve been working against that standard, knowing that at times we were going to give back a little because we were going to continue to invest in the future in order to set the table for the long-term while we intended to deliver very competitive returns in the near-term. I still feel that that table is set. Our emerging markets are looking very promising. Our SAP implementation is slowly getting behind us. Our initiatives around sodium reduction in soup are starting to bear fruit, with much more to come. We will miss Bob. Bob has been an integral part of this team for the seven years and I’ll let him speak to his optimism in just a minute but overall, I feel that we have a full team of people here. Bob will be missed but we have a full finance team right below him that is more than capable of carrying the ball here. We’ve got best yet talent across the company. You’ve got a fully committed CEO in place and I am very bullish about the future and I love the opportunity to lap the numbers that we are lapping this year. So we’re ready to go. Eric Katzman - Deutsche Bank: Okay. I’ll pass it on. Thank you. Leonard F. Griehs: Thanks. Next question, Devon.

Yes, sir. Our next question comes from Jonathan Feeney of Wachovia. Jonathan Feeney - Wachovia: Good morning. Thank you. I wanted to follow-up on your comments specifically about less effective promotional spending in ready-to-serve. That was in the prepared remarks. I wonder, is that due to any kind of differential performance in the channels do you think, Doug, or is that -- Douglas R. Conant: No, the key is we are shifting price points and it primarily relates to Chunky in the quarter, but there’s pockets -- you are going to see this as we start to ratchet up the pricing to offset the input costs, the promotional price points will change in the third and fourth quarter as we start to reset the price points for next soup season. In particular, on Chunky we had basically a year ago on promotion, you could buy four Chunky for $5. This year we had four Chunky for $6, reflecting the higher input costs. We miscalled the takeaway on that number and that’s the issue. We understand it, we’re dealing with it, and we’re fixing it. So it’s as simple as that. In this inflationary environment, we’re the price leaders. We’re going to try and lead the pricing to get to the right point so the industry can maintain its profitability and I think we can do that but it’s going to be stops and starts in the third and fourth quarter, until we get to the soup season next year. Robert A. Schiffner: John, I would add to what Doug said -- sometimes when you do change your promoted price points, you also in fact run into the buzz saw of retailers not necessarily giving you the highest quality merchandising as well, and I think that has also had an impact on our lists as well. So I would add that to Doug’s comments. Douglas R. Conant: That’s a good point and on top of that we still, because we led the pricing action, we had competition at different price points. So we knew it was going to be a bumpy road as we tried to lift the pricing up in the category. Jonathan Feeney - Wachovia: And Doug, just as a clarification, when you said you are fixing it, how are you going about fixing it? Are you going to maybe spend a little bit more promotionally on say Chunky? Douglas R. Conant: We now know what the trade’s concerns are. We have a better understanding of the competitive behavior and we are just going to address our programs accordingly. This is not all that complicated and we are not talking about a significant escalation of trade spend. But we just have to be smarter about the tactics, now that we know where competition is. Jonathan Feeney - Wachovia: Great. Thanks very much. Leonard F. Griehs: Next question, Devon.

Yes, sir. Our next question comes from Christine McCracken of Cleveland Research. Christine McCracken - Cleveland Research: Good morning. Leonard F. Griehs: Christine, I’m really happy you got through this time. Christine McCracken - Cleveland Research: Yeah, you know. Here I am. Douglas R. Conant: Well, we’ll see about that, Len. We’ll see how happy we are. Christine McCracken - Cleveland Research: Just looking at your exposure to the protein group in particular, you commented on your outlook for fiscal ’08, talked inflation but when I look ahead, my real concern relative to your exposure is really into ’09, particularly given some of the comments by some of the livestock guys on expectations on price. So as we look forward into next year, and maybe it’s too soon to comment but there’s going to be just massive cost inflation on the protein side. How do you then ahead and kind of evaluate how to prepare for next year? Is this going to be like an ongoing cycle of price increases and kind of managing costs? And specifically then, just relative to protein but you know, you are also getting hit with higher packaging and fuel costs. Robert A. Schiffner: Christine, we’re in the process right now of finalizing our fiscal ’09 operating plan and I would agree with you from the standpoint of that we are looking slightly higher cost inflation for every F09 relative to our estimate of F08. You know, on the other hand, we do have a wide variety of items in our cost bucket, so to speak, and at the end of the day, we actually believe that with some solid management of mix, also some pricing, clearly we will have to take pricing again next year, that in fact we’ll be able to I think effectively manage margins next year. We’re not really going to comment on that until November when we give you our guidance for F09, but I don’t think it’s nearly as dire as you may in fact think it is or the way that it in fact looks today. Christine McCracken - Cleveland Research: Do you think that when you look at the response, it seems like initially you’ve had a little push-back, maybe from both the retailer and the consumer. Do you think that they’ll just get used to this kind of inflationary environment and things will kind of settle out? Is that your expectation? Or is it that it’s going to be kind of this ongoing puts and takes with consumers and retailers as we kind of adjust up this inflationary scale? Douglas R. Conant: History would suggest that it’s going to be a challenging but manageable task. We’ve been in inflationary times before. We’ve all operated in those times. This is a little more heightened than our prior experiences but it’s the same fundamental trend, and we expect our pricing to be in line with market basket pricing and we expect to be able to compete. We still offer great value. So our challenge is to innovate and to differentiate more completely, faster, better, and more completely than we have and that’s our focus for F09. Christine McCracken - Cleveland Research: Okay. Bob, good luck. Thanks. Leonard F. Griehs: Next question, Devon.

Yes, sir. Our next question comes from Vincent Andrews of Morgan Stanley. Vincent Andrews - Morgan Stanley: Good morning, everyone. I’m just wondering if we can just drill down on the kind of -- you talked about the dynamics within cups and bowls, and if you can just help me understand what’s going on there and in terms of the consumer behavior associated with it. Douglas R. Conant: Well, we have built a terrific microwaveable bowl business from nothing four years ago and now we are managing the -- excuse me, the cup business is Soup at Hand, if that’s what you are talking about and the microwaveable bowls are Chunky and Select. We are -- and also, thank you, red and white bowls as well. And as we have gone through, we have tried to make sure over the last four years that we’ve got the profitability well managed in terms of mix and we feel like we are at about the right place right now but it has affected the way we’ve promoted the brands over time. And so -- and in some areas, we have taken more price, promoted less, seen some volume shortfall but made a profitable decision. Overall we feel good now that we have the right price value proposition across the line. I think you’ll see more steady performance as we go forward. But that’s basically what’s happened. Vincent Andrews - Morgan Stanley: Okay, so you’re not seeing anything in terms of consumer -- a negative mix shift within that -- within those products to your other products? Douglas R. Conant: Nothing that we can’t promotionally explain. The Soup at Hand proposition offers us more competitive strength. It is more highly differentiated and it is our challenge to really grow that in a differential way relative to everyone now has microwaveable bowls and so our challenge is to grow the differential one, which is soup at hand. And we expect to do that. Vincent Andrews - Morgan Stanley: Okay. I’ll pass it along. Thank you very much. Leonard F. Griehs: Next question, Devon.

Yes, sir. Our next question comes from David Driscoll of Citigroup. David Driscoll - Citigroup: Thanks a lot. Good morning, everyone and Bob, it’s certainly been a pleasure. Good luck with your future plans. Doug, you mentioned in the press release, you are quoted here as saying that you anticipate a strong finish to the year. Can you give me some detail on what that means and specifically, can you address gross margins, the impact of pricing and cost inflation? And then if I could get a follow-up, I’d appreciate it. Douglas R. Conant: Well, as Anthony stated and as we’ve stated in our press release, we are maintaining the guidance for the year which clearly tells you where we are headed and we were always anticipating a strong fourth quarter. As Bob referred to in the script, we’re reminding you that we do have a 53rd-week that helps. We are also lapping a relatively low quarter a year ago and we are expecting to have very good momentum basically across the board in the fourth quarter. It’s been built into our plans for the year. In terms of getting into specifics, I hesitate to do that but what I would say around the gross margin, we are clearly digging out of a hole because we didn’t price properly in soup originally and we are catching up. I expect us to do, have improved performance in the fourth quarter and than I expect some more improved performance in the first quarter. But it’s not going to turn around overnight here. We also have to be competitive. So we think the worst is over but we’re not out of the woods on that, so I expect the gross margin to improve and I’ll let Bob build on that. And then the only other thing would be on the pricing. We don’t comment on any future pricing other than it’s obvious if inflation continues as it’s projected, at some point we will have to price again. We are satisfied that the pricing we’ve taken so far will get us through the fiscal year. Bob, do you want to -- Robert A. Schiffner: The only thing that I would add on the gross margin is really two things -- number one is we expect more price yield in the fourth quarter than frankly we’ve gotten in all the other quarters. A lot of that has to do with a lot of products coming off a promotion in the third quarter, so there is less price protection, so that will be a positive for the fourth quarter. And the other thing is that we have a lot more visibility on some of our raw material purchases and i.e. you know, those costs are now locked in. So I’m also very confident that we should see improved gross margins through the fourth quarter. Douglas R. Conant: David, one other thing that I neglected to mention also -- in the fourth quarter last year as you’ll recall, we spent a lot of marketing dollars and many of those programs we found we didn’t get a good return on investment, so the ones that didn’t work last year are not being repeated this year, so we get some -- we get an improved profile from that as well. David Driscoll - Citigroup: I actually remember very well. I’ve got notes on all of those items. In fact, part of my question was really related to that, Doug, so if I can recharacterize what you guys have just said, it would be year-over-year improvement but when you say you’re not getting all the way back, you are then going from a fourth quarter comment to sort of a full year comment, saying that although fourth quarter is up year-on-year, it does not bring the full year to gross profit margin equality to F07. Is that correct? Robert A. Schiffner: That’s a fair statement. Douglas R. Conant: And it’s not really possible given the weighting of the fourth quarter relative to the full year. It’s just not possible. David Driscoll - Citigroup: That’s a fair point. If you give me one more second, just one more follow-up here on this whole issue, was that if the third quarter then had volumes up just 1% with net pricing up 2%, and if you’ve got to get this pricing to recover on the margin side, frankly it feels a little weak to me and the question that I would really like to hear your thoughts on is price elasticity. When you start pushing through a lot more pricing, given only very modest volume growth in the quarter, I feel somewhat nervous about what type of volume growth to expect for Campbell's in the coming three, four, five quarters. Douglas R. Conant: Well, I’ve been -- I don’t know how many -- at least 28 earnings call, I have never been more confident about our ability to grow sales over the next three, four, or five quarters than I am today. The pipeline is loaded. Our challenge is to innovate at a higher level than we have in a meaningful way and we are fully loaded to do that in the fourth quarter, going into the first, second and third quarter. I have never been more confident on our U.S. soup business. On top of that, let me tell you, we are hitting on all cylinders in every other one of our major portfolios. We are growing sales, earnings, and share on beverages. We are growing sales, earnings, and share on Pepperidge Farm. We are growing sales, earnings, and share on our huge Arnott’s business. We are growing sales, earnings, and share in our Canadian soup business. We are growing sales, earnings, and share in our Australian soup business. All of our other major businesses are delivering in a quality way. Our challenge this year is to overcome a lackluster U.S. soup portfolio performance but quite frankly, we had three good years in a row improving our sales performance every year in U.S. soup and all I can say is we’ve taken a step back this year and the good news is we’re going to be lapping it. The bad news is I’ve got to have this conversation for probably one more quarter. David Driscoll - Citigroup: Thanks for all the comments. Leonard F. Griehs: Next question, Devon.

Yes, sir. Our next question comes from Christopher Growe of Stifel Nicolaus. Christopher Growe - Stifel Nicolaus: Good morning and Bob, best of luck to you. So the first question, to kind of come back to that ready-to-serve comment before, and I know there’s some limitations to the IRI data, but it did show pricing in the quarter for both Progresso and private label above Campbell's pricing in ready-to-serve, so I’m just curious what really could change, because your competition at least seem to be less aggressive in this promotion in the quarter, or am I reading that incorrectly? Douglas R. Conant: Well, I can’t comment on that for the same reason I can’t comment on the share and -- or we choose not to make a policy of comment in share performance because you don’t have visibility into the same data I have visibility into, but I would say that our challenge in ready-to-serve soup is in my opinion not as big a pricing challenge as it is, although it certainly was in the quarter on a few -- on Chunky, in particular. Our challenge is to innovate and differentiate. The reason competition has done better is -- I’m not implying that it wasn’t -- was due to pricing superiority. They out-innovated us in the year and that has to change. And for three straight years, we were innovating at a high level. This last year, it was insufficient to compete and so the challenge for us is to add more value against the existing pricing structure. Now clearly if we get down to a quarter discussion around our various ready-to-serve product lines, I can go in and I can talk about Chunky. We didn’t do as good a job in the third quarter on Chunky and that was the comment I think that we were talking about. But the challenge overall here is to innovate and lead in ready-to-serve soup and quite frankly this year, we haven’t done a very good job of that. Christopher Growe - Stifel Nicolaus: Okay, that makes sense. And then the second question I have is just relative to the emerging market investment. It was a comment in the press release about how that investment worked against some of the profit increase in the quarter, obviously, but it would seem like that investment actually was quite small in an incremental basis. I just wonder, is that something you could talk about, or even in round terms? Robert A. Schiffner: Well you know, we’ve not specifically given you a number vis-à-vis the investment in China and Russia. However, I can tell you that it is dilutive to our results for the quarter, has been now for a while. That investment continues to grow quarter by quarter. It will grow even larger next year, so it is a headwind in terms of delivering our bottom line targets but one that, as Doug has said many times, it’s just an extremely important investment for the future of this company and I think we’d be extremely shortsighted by not moving forward as aggressively as we can. Douglas R. Conant: Building on that, we also -- we are going to be hosting the investment community, I think it’s July 1st, we are going to hold a meeting and we are going to profile our progress in emerging markets. Christopher Growe - Stifel Nicolaus: Okay, very good. Thank you. Leonard F. Griehs: Next question, Devon.

Yes, sir. Our next question comes from, excuse me if I pronounce this wrong, Pi Aquino of Credit Suisse. Pi Aquino - Credit Suisse: Good morning. All the best, Bob, to you. Just building on that question on emerging markets, can you talk a little bit about you did a release last week about hiring a VP of corporate development, in terms of what types of geographies and businesses this new person is going to focus on and any particular capabilities that you are looking to acquire, if possible? Douglas R. Conant: Well, it would be premature to get into a detailed discussion around our corporate development strategies but Bob’s hired an absolutely terrific guy that Bob and I have worked with in the past and as you can tell from our latest portfolio decisions, we focused the portfolio down to simple meals anchored in soup, baked snacks anchored in biscuits and bakery, and then healthy beverages anchored in vegetable based beverages. You know, it would not be inappropriate to assume we are going to stay a focused company. We would just like to strengthen our position in any one of those three core areas. And we are looking at all kinds of opportunities globally to do that. And I guess I would leave it at that. We do have a -- Bob, you can comment on this -- we have a healthy balance sheet and there is opportunity to leverage some of our cash flows for strategic fold-ins and fill-ins. It’s a natural thing for us to consider at this point in our evolution. Do you want to build on that at all? Robert A. Schiffner: No, I think that was well said. Douglas R. Conant: So that’s where we are. Pi Aquino - Credit Suisse: Thank you. Leonard F. Griehs: Next question, Devon.

Our next question comes from Andrew Lazar of Lehman Brothers. Andrew Lazar - Lehman Brothers: Good morning. Bob, appreciate all your help over the years and best of luck going forward. I’m curious if you are able at this stage to break out sort of the gross margin contraction -- perhaps what portion of that was due to pricing having not yet caught up with input costs and what part of that maybe is just the lack of fixed overhead leverage, you know, the volume, obviously coming off in relation to some of the pricing. Robert A. Schiffner: You know, Andrew, I think all of those things impacted it. Clearly pricing is still lagging cost inflation. And as you know, we try to manage margins. Our expectation over the long-term is that pricing will probably not cover cost inflation. It will be made up by productivity and historically as we’ve grown margins over the last three years, that has exactly been the formula. We call it here enablers plus price greater than our cost inflation. That has definitely worked for us until this year and obviously we are going to have to have some time to fight through this thing. But we believe that model is still very appropriate for this business and my expectation is that we will come back to that and I believe it can be done in the next one to two years. So I don’t think anything has changed, Andrew, regarding our vision of how run a food business going forward. Douglas R. Conant: Andrew, just on top of that, Bob has really lead the implementation of SAP here and first of all, our enablers this year are up versus last year. Our big problem was pricing to cover the cost. And with the implementation of SAP, we have a lot of confidence in our ability to take this enabler program to another level, wouldn’t you agree, Bob? Robert A. Schiffner: Yeah, absolutely. Andrew Lazar - Lehman Brothers: To the extent, in that context, that the world has changed a little bit right around the volatility of input costs and such, as you look into ’09, I think you obviously want to get back on a -- I think as you stated, a margin growth track. Is that as sensible a way to think about it next year, rather than growing your gross margin dollars rather than percentage per se, just given the way pricing is expected to flow through the P&L? Robert A. Schiffner: Well, I think both are important. Frankly, I think it may be very difficult and again, let me preface this by saying that we are still in the process of putting together our F09 plan, but I can tell you I think it may be difficult for us to get all the way back to let’s say flat margins relative to F07 next year. But Andrew, I don’t think it’s going to take probably three or four years, let’s put it that way. But my expectations are that frankly after next year, we should be knocking on the door. Andrew Lazar - Lehman Brothers: Thanks very much. Douglas R. Conant: Andrew, just on top of it, we’ve got to manage the cost side but quite frankly, we’ve got to turn up the heat on innovation. Wherever we are innovating, whether it’s beverages or Arnott’s or Pepperidge Farm, we are winning and our challenge is going to be to manage those margins smartly but really to pick up the pace on sales. Andrew Lazar - Lehman Brothers: Great. Thank you. Leonard F. Griehs: Next question, Devon.

Yes, sir. Our next question comes from Mitch Pinheiro of Janney Montgomery. Mitch Pinheiro - Janney Montgomery: Good morning. Bob, good luck to you. Most of my questions have been asked and answered, but getting back to Russia and China initiative, based on what you see through sort of -- let’s call this year one of your initiative, are you still on track to deliver positive EPS contribution let’s say in year three? Douglas R. Conant: I’m not going to answer the question quite like that but what I would say is we are meeting or exceeding our expectations in each market and we are very bullish about the opportunities in both markets. We’ll profile that a little more in July but it would be premature for us to start counting on EPS accretion in year three. Mitch Pinheiro - Janney Montgomery: Okay. All right. Thank you. Leonard F. Griehs: Next question, Devon.

Yes, sir. Our next question comes from Todd Duvick of Banc of America. Todd Duvick - Banc of America: Good morning. A quick question for you on the balance sheet -- you paid down a chunk of debt in the current quarter and I know you targeted getting back to a mid A credit rating. I guess the first question has to do with the note that is maturing this year. I wanted to know if you plan to refinance debt as it comes due or if you are planning to pay down additional debt. Robert A. Schiffner: No, our expectation right now is that in fact we will replace that maturing debt. Todd Duvick - Banc of America: Okay. And then the final question has to do with your share buy-back authorization. Can you tell me, I know you are talking about some potential bolt-on acquisitions but with respect to share buy-back, would you plan on doing that primarily using free cash flow or would you also consider a debt financed share buy-back? Robert A. Schiffner: I think that I am going to withhold comment on that simply because we are in the process of discussing that issue as part of our operating and strategic planning processes. And I would rather wait until the future and I think we will be able to discuss that issue with greater certainty. Todd Duvick - Banc of America: Okay, but for the time being, you still are planning to keep your credit rating where it is? Robert A. Schiffner: Yes, and let me just also add, I think earlier in your comment you said we paid down debt. That’s going to be a temporary thing because what we did was when we got the Godiva proceeds, we immediately paid down commercial paper. But as we use those proceeds going forward to in fact buy back shares, as we previously announced, you will see that debt level go back to frankly where it was just prior to the Godiva sale. Todd Duvick - Banc of America: Okay. That’s very helpful. Thank you very much. Leonard F. Griehs: Devon, how many more questions do we have in queue?

As of right now, we have four, sir. Leonard F. Griehs: Okay. We’ll try to get through those quickly because we have to stop in about seven minutes.

Yes, sir. Our next question comes from David Palmer of UBS. David Palmer - UBS: Thanks. Congratulations, Bob. Just to follow-up on Russia and China, you said during the fourth quarter of ’07 that -- I guess it was last summer, that you expected to lose about a nickel in earnings this year from the reinvestment. Is it fair to say you are coming in line with that expectation for investment and that your investment in fiscal ’09 would be slightly above that? Douglas R. Conant: Well, we can comment on -- a nickel is about right and we are going through our plans right now for F09, so it would be premature to comment. David Palmer - UBS: And when you think -- when we think going forward, or as you think about communicating to us about China and Russia and the return on investment there, or some incremental investment as you kind of get past the initial wave, do you think that there will be a time perhaps in the next year or so where you will start to be able to make a business case to investors about the solid incremental returns of that business? Douglas R. Conant: That clearly needs to be visited very carefully and it’s not an unreasonable thing to expect. But we haven’t landed on how we would do that. David Palmer - UBS: Thank you very much. Leonard F. Griehs: Thanks. Next question, Devon.

Our next question comes from Eric Serotta of Merrill Lynch. Eric Serotta - Merrill Lynch: Good morning. We’ll miss you, Bob. Best of luck to you. Guys, we knew this would be a tough quarter in soup, basically going back to your last quarter release and to CAGNY as you began to implement price and you had a competitor that had out-innovated you in RTS. Other than the issue that you had mentioned with Chunky this quarter, was there anything that’s really materially changed versus your expectations over the past three months since you’ve released second quarter results and spoke at CAGNY? Douglas R. Conant: Not at all, Eric. And I’m even more bullish than I was at CAGNY about our programs starting in the fourth quarter and going through the next year. But there’s -- you know, there was a tactical surprise on chunky. Other than that, it’s basically as expected. Robert A. Schiffner: I’d even go one step further, Eric, and say that our other business has actually performed much better than our forecasts indicated, so -- Douglas R. Conant: And that’s across the board. Robert A. Schiffner: Absolutely, so I think going into the fourth quarter, we are exactly where we though we would be and are probably as confident if not more confident of our performance going forward. Eric Serotta - Merrill Lynch: Okay. Good to hear and Doug, you mentioned your increased confidence about the product slate for next year. Is that based on initial discussions with retailers or further consumer testing? Could you maybe update us on what gives you that extra confidence from when you spoke to us last? Douglas R. Conant: Well, we have now previewed all of our anticipated programs with all of our retailers for the upcoming soup season, so I have added encouragement from our customers. We also have new research on a variety of our initiatives around -- in our wellness area, both in our simply meals but also in our baked snack area, as well as our beverage area. And so we have very encouraging developments on multiple fronts. Our challenge is to slog through this year, deliver improved performance in the fourth quarter, and keep it going next year. And given the visibility -- we haven’t finalized our fiscal year ’09 marketing plans yet, but given the visibility I now have the details of those plans. My confidence level is higher than it was back in February. Eric Serotta - Merrill Lynch: Great. Thanks again, and I’ll pass it on. Leonard F. Griehs: Okay, this will be the last question, Devon.

Yes, sir. Our final question comes from Ray Matura of Campbell Sales. Leonard F. Griehs: No, I don’t think -- that’s not a question. That’s one of our employees.

Okay. Leonard F. Griehs: All right, so we’ll end it there, Devon. Thank you.

Not a problem. Leonard F. Griehs: Thank you, everyone, for joining us today and we hope that you will, if you want to attend our July 1st investor meeting, it will be here in Camden and if you need to get any information on that, give me a call or give my assistant, Robin DePietro, a call and we’ll be glad to fill you in on those details. Thank you for joining us today.

Ladies and gentlemen, thank you for your participation in today’s conference. This concludes the program. You may all disconnect. Thank you and have a nice day.