B. Owens - Chief Administrative Officer, Chief Financial Officer and Senior Vice President Jennifer Driscoll - Vice President of Investor Relations Douglas Conant - Chief Executive Officer, President, Director and Member of Finance & Corporate Development Committee Denise Morrison - Chief Operating Officer, Executive Vice President and Director

Judy Hong - Goldman Sachs Group Inc. Andrew Lazar - Barclays Capital Alexia Howard - Bernstein Research Christopher Growe - Stifel, Nicolaus & Co., Inc. Terry Bivens - JP Morgan Chase & Co Priya Ohri-Gupta - Lehman Eric Serotta - Wells Fargo Securities, LLC Eric Katzman - Deutsche Bank AG Robert Moskow - Crédit Suisse AG Bryan Spillane - BofA Merrill Lynch Edward Aaron - RBC Capital Markets, LLC Adam Josephson - KeyBanc David Palmer - UBS Investment Bank David Driscoll - Citigroup Inc

Good day, ladies and gentlemen, and welcome to the Campbell Soup Second Quarter Fiscal Year 2011 Earnings Conference Call. [Operator Instructions] I would now like to turn the conference over to your host, Jennifer Driscoll, Vice President, Investor Relations. Please begin.

Thank you, Mary. Good morning, everyone. Welcome to Campbell Soup Company's second quarter earnings webcast. With me here in New Jersey today are Doug Conant, our President and CEO; Denise Morrison, our Chief Operating Officer; Craig Owens, Senior Vice President, CFO and Chief Administrative Officer; and Anthony DiSilvestro, Senior Vice President of Finance. Doug and Craig today will provide the perspective on the performance for the quarter as well as our expectations for the full fiscal year of 2011. Following their remarks, all of us will take questions from analysts and investors. As usual we've created slides to accompany our presentation. You'll find the slides posted on our website this morning at investor.campbellsoupcompany.com. Please keep in mind that this call is open to members of the media who are participating in listen-only mode. As a reminder, our presentation today, Slide 3, include certain forward-looking statements that reflect the company's current expectations about future plans and performance. These forward-looking statements rely on a number of assumptions and estimates, which could be inaccurate and which inherently are subject to risks. Please refer to that slide in the presentation or to the company's most recent Form 10-K and subsequent SEC filings for a list of the factors that could cause our actual results to vary materially from those anticipated in any forward-looking statements. I'd like to remind you as well that our presentation contains certain non-GAAP measures as defined by SEC rules. In an appendix to our slides, we've provided a reconciliation of those measures to the most directly comparable GAAP measures. The slides as well our earnings release and selected quarterly financial data can be found on our website. Last, we'd like to remind you that we're hosting a presentation and luncheon featuring Campbell products at the Consumer Analyst Group of New York event next week. Our presentation begins promptly at 10:30, Eastern Standard Time, on Wednesday, February 23. We hope you will join us either via webcast or better yet live in Boca Raton. And with that, I give you our President and CEO, Doug Conant.

Good morning. This morning we reported earnings per share of $0.71, a 4% decline. For the first half, we delivered earnings per share of $1.53, a 5% decline. Sales declined 1% for the quarter and the first half. Our results for the first half, combined with a more muted outlook for the balance of the year, gave rise to the change in annual guidance that we provided in this morning's news release. Today, I'll be focusing my remarks on our largest segment, U.S. Soup, Sauces and Beverages. That having been said, as Craig will highlight later, I would point out that year-to-date, our other three segments all reported operating income growth. In the second quarter, similar to the first, we continued to protect our U.S. Soup consumer base by maintaining a strong advertising and promotional profile in the face of a very challenging environment. As a result, in measured retail channels, wet soup consumer takeaway volume growth rose meaningfully, outpacing the average gains in other Simple Meals during the period. However, also similar to the first quarter, our increased promotions in the second quarter were costly as we strive to maintain our competitive profile and honored our customer commitments. This promotional spending pressured our gross margin rate, again similar to the first quarter, and negatively impacted our EBIT performance. Before I turn to the second half outlook, let me comment briefly on our Sauces brands, Prego Pasta Sauce and Pace Mexican sauce. Prego and Pace are large, profitable brands for us. For many years, they have been profitable growth engines as well. More recently, private label and value brands have made inroads in Sauces. As a result, our Sauces performance in the second quarter was highly pressured. We expect intense competitive pressures in U.S. Soup, Sauces and Beverages to remain in the back half of this fiscal year. This challenging environment for the balance of the year gave rise to the change in our annual guidance that we announced this morning. That having been said, we currently expect improved sales, EBIT and EPS performance in the second half of our year. Later in our presentation, Craig will elaborate a bit more fully on our plans to improve profitability, including increasing price realization and expanding our margins in preparation for higher inflation in fiscal 2012. So I won't go into that now. Let me just make a broad observation about what we're focusing on at Campbell. As other food companies have noted, the overall environment remains challenging particularly in the U.S. We continue to believe that the key to success is innovation with the right price value proposition supported by effective consumer marketing. Delivering that combination with all our brands in a consistent way is the focus of our action planning going forward. Denise and I are committed to working together to advance these plans in order to deliver consistent top and bottom line growth, as we have done in the past. We look forward to advancing our thinking further and during the Q&A and at the upcoming CAGNY conference. With that, I'll pass it along to Craig Owens. B. Owens: Thanks, Doug. Good morning, everyone. I'll spend a few minutes walking through the second quarter results and the segment highlights followed by our year-to-date results, and I'll conclude by addressing our revised full year earnings guidance, which is provided in our news release this morning. For the quarter, we reported net sales of $2.127 billion down 1% versus the second quarter of 2010. Excluding the favorable impact of currency translation, organic net sales decreased by 2%. As anticipated, we maintained a high level of promotional spending through the second quarter, which has negatively impacted the sales performance of our U.S. Soup, Sauces and Beverages segment. As Doug noted, we achieved good sales growth in our Baking and Snacking segment. Primarily as a result of the margin impact of higher promotional spending, EBIT declined by 8% in the quarter to $359 million. EPS was $0.71 in the quarter, down 4% as compared with the second quarter of 2010. Our reported net sales decline of 1% was composed of a two point decline in organic sales, partly offset by a one point gain from currency translation, as both the Australian and Canadian dollars have strengthened. As you can see from Chart 9, our increased promotional spending drove a two point decline in sales accounting for the overall decline in organic sales, as volume mix and pricing were comparable to a year ago. Due to the elevated promotional spending in the quarter, our gross margin percentage declined from 40.5% to 39.4%, a decrease of 110 basis points. Marketing and selling expenses declined from $301 million to $291 million this quarter, reflecting reduced levels of advertising and lower selling expenses. The latter is due to cost savings initiatives. Advertising expense in U.S. Soup and Sauces declined, partially offset by increases in beverages and Pepperidge Farm. Administrative expenses increased 3% to $154 million. As I noted earlier, EBIT declined by 8% in the quarter. Below the line, net interest expense rose 19%, an increase of $5 million driven by the higher mix of fixed rate debt in the portfolio following the $400 million long-term debt issuance that we did in last July. The tax rate declined 1.9 points to 27.1% due to lower taxes on foreign earnings. With the lower tax rate offsetting the impact of higher interest costs, net earnings, similar to EBIT, declined by 8% in the quarter. Average shares outstanding decreased 3% in the quarter as we continue to execute our strategic share repurchase program. As a result, the 8% decline in net earnings yielded only a 4% decline in our earnings per share. In our segment results for the quarter, U.S. Soup, Sauces and Beverages sales declined by 4%. This change reflected lower U.S. Soup sales attributable to the overall increase in promotional spending and a sales decline in Sauces in the face of stepped-up competitive activity. Sales of both Prego and Pace were below year-ago levels. Private label gains in the Mexican sauce category have had a negative impact on our Pace sales. Sales in U.S. beverages were down slightly, falling 1% for the quarter. Sales of V8 Vegetable Juices declined, while sales of both V8 V-Fusion and V8 Splash increased. Operating earnings declined 15% to $220 million this quarter from $259 million a year ago. U.S. Soup sales for the quarter declined 4%. We experienced declines in both condensed and Ready to Serve soup, down 7% and 4%, respectively. Broth continue to perform well with sales increasing 7%, reflecting another successful holiday period. U.S. Soup sales were negatively impacted by our increased promotional spending and also by movements in customer inventories. While our sales were down, I should point out that we achieved strong externally measured consumer takeaway volume in the second quarter, a significant improvement in marketplace performance from the first quarter. Additionally, our market research would indicate that our new portfolio advertising campaign is effective and that consumers report a positive impact. Looking ahead, we'll begin to shift our marketing mix from trade to brand-building activities, including this advertising and additional consumer spending. This shift is designed to improve our price realization while building our brand equity. We recognize that the shift will negatively impact volumes in the short term, but we feel it is the right move toward improved category health. In Baking and Snacking, organic sales increased 5%, reflecting volume driven gains in both Pepperidge Farm and Arnott's. At Pepperidge Farm, sales increased due to gains in Goldfish and Baked Naturals snack crackers, Milanos and Homestyle cookies, stuffing and the successful expansion of the Deli Flats line. Arnott's in Australia posted stronger sales due to gains in savory crackers led by Vita-Weat and Shapes, as well as growth in Tim Tam chocolate biscuits, partly offset by a decline in other sweet varieties. Earnings increased 11% in Baking and Snacking due to the volume-driven growth in Pepperidge Farm. Organic sales in our International Soup, Sauces and Beverages segment decreased by 3%, reflecting lower net pricing as we increased spending levels to maintain volumes. The organic sales decline reflects lower sales in Latin America, Canada and Europe. Operating earnings decreased 7% in the quarter, primarily due to declines in Europe and Canada. While we're seeing improvement at some parts of our Foodservice business, most notably the refrigerated soup sold in retail grocery perimeter, our overall sales declined by 2% in the segment in the quarter. Earnings in the quarter increased $4 million or 24%, driven by favorable foreign currency transaction rates and the benefit of our cost reduction efforts. Let me turn now to our first half results on Slide 17. Reported net sales decreased 1%. Organic net sales were down 2%, driven by promotional discounting in U.S. Soup, Sauces and Beverages. EBIT of $803 million was down 8% versus a year ago, primarily due to increased promotional spending and costs inflation, partially offset by productivity gains and favorable mix. EPS declined 5% to $1.53. For perspective, it's important to note that we're lapping a very strong first half from a year ago in which EPS increased by 14%. For the first half of the year, our reported net sales declined 1% and similar to the second quarter, reflected a decline of two points attributable to the impact of increased promotional spending, partly offset by a one point increase due to currency translation. The organic net sales decline was due entirely to the increased promotional spending. Gross margin percentage decreased from 41.2% to 40.3% for the half. This 90 basis point decrease was primarily due to increased promotional spending and cost inflation, partly offset by productivity improvements and favorable mix. To date, inflation in ingredients, packaging and energy items has been very modest, and we benefited from our procurement contracts and commodity hedges. Looking ahead, we anticipate increased inflation primarily in the areas of grains, oils, sweeteners and steel cans. As a result, our Baking and Snacking business has taken pricing action already. And as I mentioned, we anticipate improved price realization in U.S. Soup in the second half of this year. Our marketing and selling expenses decreased from $585 million to $568 million, reflecting lower selling expenses. We've reorganized our U.S. sales team to improve efficiency. Administrative expenses increased from $282 million in the first six months of 2010 to $294 million this year. This increase was primarily due to higher benefit costs including pensions and healthcare, costs associated with our new headquarters facility, information systems-related expenses and currency, partly offset by lower compensation expense for the half. Below the operating line, net interest expense increased 15% or $8 million driven by the higher percentage of long-term debt in the portfolio. The tax rate at 30.2% was down 80 basis points for the first half, the benefit of which offsets the higher interest expense. For the first half, net earnings decreased 8% and diluted shares outstanding decreased 3%, thus EPS declined by 5%. In the segment results for the first half, U.S. Soup, Sauces and Beverages sales declined by 4% driven by a 5% decrease in U.S. Soup sales attributable to the overall increase in promotional spending. Sales of Campbell's condensed soups declined 4%, reflecting weakness in our condensed "eating" varieties. Sales for Ready to Serve soups declined 9% driven by increased promotional spend, which did not yield the anticipated volume lifts. Broth sales increased by 2% due to a solid holiday performance. Beverages performed well for the half. Sales rose 5% on solid volume gains partly offset by the impact of higher promotional spending. Strong sales gains in V8 V-Fusion and V8 Splash were slightly offset by lower sales of V8 Vegetable Juice. Sauce sales declined for the first six months reflecting lower sales in Pace Mexican sauces as we have been negatively impacted by private label activity, and in Prego Pasta Sauce as we have increased promotional spending. Operating earnings declined 13% to $515 million. Category performance in the United States during the last 52 weeks is shown on Slide 22 and is based on IRI Panel Data and Campbell internal estimates. The overall category declined in dollars by 3.4% in the past 52 weeks. Our Soup sales declined 4.1% and all other branded players declined 1.6%. Private label dollar sales declines were in line with the category, down 3.2%. While it's not shown on the chart, Campbell and other branded players had increased volumes in the Soup category. While the volume performance has been positive, the gains were not sufficient ultimately to translate into dollar gains as the chart shows. Trends in both dollars and volumes were stronger in the most recent 13 weeks according to the IRI data and Campbell estimates. Category dollar sales rose 1.7% in the quarter and volume growth was 5.9%. Campbell benefited, showing growth in both dollars and volume for the quarter. Campbell's dollar share in wet soup for the past 52 weeks was 62.9%, down 50 basis points. The decline in our dollar share came from Ready to Serve soup. Private label's dollar share of soup was flat at 12.3%. For the half year, Baking and Snacking organic sales increased 2% as both Pepperidge Farm and Arnott's achieved volume gains. Earnings increased 5% due to gains in Pepperidge Farm and the impact of currency, partially offset by lower earnings in Arnott's. The Arnott's results compared to a very strong period a year ago in which earnings increased by double digits. We're pleased with the results for our Baking and Snacking business, which has benefited from high levels of innovation and compelling advertising. Organic sales in International Soup, Sauces and Beverages decreased by 1% primarily due to declines in Latin America and in Canada, reflecting higher promotional spending partly offset by gains in Asia Pacific. The sales increase in Asia Pacific was primarily due to volume-driven gains in Australia. Operating earnings increased 2% to $120 million compared to $118 million a year ago, driven by volume gains and productivity savings, partly offset by higher promotional spend. Sales at North America Foodservice declined 3% while earnings increased 2%, reflecting the impact of favorable currency transaction rates and our efforts to aggressively manage costs in this business. Cash flow from operations, shown on Slide 25, was $483 million, declining $13 million from a year ago. The impact of lower pension contributions in the current year was more than offset by higher working capital requirements and lower earnings. Capital expenditures of $74 million are down from $103 million a year ago. For the year, we now forecast capital spending of approximately $275 million. In the first half, we repurchased 16 million shares at a total cost of $573 million under our strategic share repurchase program authorized in June 2008 and our ongoing practice of buying back shares sufficient to offset those issued under incentive compensation plans. Net debt was $2.796 billion, an increase of $259 million. Turning to our revised full year guidance on Slide 26. We're anticipating improved second half financial performance relative to our first half. We also now expect slower growth than previously anticipated particularly in our U.S. Soup, Sauces and Beverages segment, as we manage the transition to reduce promotional levels in Soup and operate in a very competitive environment, which is impacting the entire segment. Below the line, we continue to assume that the combined impact of changes in net interest expense and taxes will not be material to the year. We now forecast sales to be between plus 1% and minus 1% for the year, adjusted EBIT to decline 3% to 5% and EPS to decline 1% to 3% from the adjusted base of $2.47. This guidance range implies improvement in the back half, most of which will come in the fourth quarter as we cycle a very strong third quarter from last year. With that, I'll turn it back over to Jennifer.

Thanks, Craig. At this time, we will conduct the Q&A session. We'd like to request that our callers limit themselves to a single question yet stay on the line in case clarifications are needed. This way, we hope to respond to more callers. Mary, can you give us our first question?

Our first question comes from Eric Katzman from Deutsche Bank. Eric Katzman - Deutsche Bank AG: I guess my question has to do with the difference between the soup shipments versus the consumer off-take. And I guess, Doug, maybe you could just kind of walk us through as the quarter kind of progressed, because I thought that -- I don't know, I guess, we never want to talk too much about weather, but I would have thought with the weather being the way it is, that retailers maybe would have, if anything, stocked more soup, not kind of cut back on the number of -- the amount that they had. So maybe if you could just bore through that. B. Owens: Eric, maybe I'll jump in there, and then if Doug or Denise have anything to add. I think the first thing to recognize is that we started into this period a pretty heavy promotional discounting in the third quarter of last year. And consequently, we had fairly strong shipment levels and a certain amount of inventory build coming into this quarter. Secondly, I guess I would acknowledge that, as you're well aware, it's hard to read with great precision movements in inventory inside all of the channels, some of which are unmeasured at the store level and at the pantry level. So we're very encouraged that the takeaway was as good as it was in the quarter. I don't feel like we lost any sales because of what was going on with respect to inventory levels. But clearly, as you look across the first half of the year, the promotional activity has not -- we haven't gotten the kind of lifts that would have paid for the kind of promotional activity that we've done across the first half of the year.

Just building on it, we do have the volume growing again, which was essential. We wanted to protect our consumer base. As you recall a year ago, we were losing some of our base to other Simple Meals. And we said we have to protect that with the consumer, and we have, but in the deep promotional environment that we're in, not just in Soup but in the broader Simple Meals arena, retailer inventories are getting increasingly difficult to measure and manage. We have visibility to pieces of those inventories but not to the full range of outlets and channels. So I feel good about the direction. But clearly, we had some inventory that got worked off. Eric Katzman - Deutsche Bank AG: And then just as a quick follow-up, just any thoughts on do you think the pretty bad winter so far helped some of that consumption? And is that maybe what's giving you a little bit more confidence in the second half to pull back on the promotion and just kind of let advertising do the work?

Just a few thoughts on that. Historically, at least the 10 years I've been here, we sort of naturally pull back from price promotion as we go into the spring and summer, so this is a very natural cycle here. We also have visibility into the performance of our advertising campaign, which is the best performing campaign that I've seen since I've been here in terms of consumer response. So given that we naturally pull back anyway and that we've seen positive encouraging response to the advertising, I think it's a natural thing for us to do, but Denise may want to expand on that one.

I think that going into the second half of this year, we have the opportunity to better balance our price promotion with our brand building now that we have a stronger campaign.

Our next question comes from Terry Bivens from JPMorgan. Terry Bivens - JP Morgan Chase & Co: Doug, here's a question for you. All of our data seems to indicate that you guys really throttled back on promotion during the month of January, which I found a bit surprising. Is that consistent with the actual strategy? And if it is, what would be the thinking there during that single month?

Terry, we didn't really -- I won't get into a discussion on month-to-month promotional planning. But I would say we, broadly speaking across-the-board with all of our major customers, we maintained our promotional presence through the entire quarter. What I will acknowledge is that other branded competitors, one in particular, was very aggressive again in January and may have attracted more of the promotional attention in that month. But, Denise, I may be wrong but I think we maintained a pretty solid profile, and we maintained our advertising presence throughout.

Exactly. Terry Bivens - JP Morgan Chase & Co: And just to follow to that, I guess the big question is how much of a threat is this competitor you just mentioned to the more rational strategy in the second half? I mean if they really hit the pedal on promotions, doesn't that really compromise the strategy, or how are you looking at that?

Historically, the category has not been particularly promotionally sensitive when we get into the spring and summer. The retailers aren't particularly interested in running hot deals on soup in April. So typically -- and the consumer is not particularly looking for hot deals on soup in April. So I personally believe we're going to -- the more balanced approach that Denise is taking and that she just spoke about makes sense, and we can weather the storm here. We have good brands to compete in the space. We have good advertising against it. We will offer very good price value still relative to other Simple Meals. And as we've highlighted in the past, oftentimes depending on -- in most periods, we have more interaction with other Simple Meals than we do with the branded competitors in Soup. And I think in that broader arena, we'll be sufficiently competitive. Denise, would you?

Terry, I think going forward, we know that when we have competitive price value and we have great advertising and brand building, that's when we grow profitably. And I think, although I was very happy with the consumer takeaway in volume for the quarter, it came a high cost. And therefore, we need to make sure that we are growing our earnings as well as our net sales.

Episodically, we have experience. When we hit stride with sufficient innovation, sufficient brand building activity, balanced with responsible trade promotion, we know we can make this proposition work. We just have to do it with greater consistency.

Our next question comes from Chris Growe from Stifel, Nicolaus. Christopher Growe - Stifel, Nicolaus & Co., Inc.: I want to ask about -- to look at this quarter, not only do I see a lot of advertising on TV, but I know you've been keeping it pretty heavy on advertising. It was down in the quarter according to I think the numbers Craig mentioned. Is that just a matter of timing? We're going to keep kind of the foot on the pedal for the second half of the year and move towards more advertising. Can you talk about that please?

The GRPs were down, I think, modestly, but we're talking about still very high levels of advertising and we believe that at a threshold level. And we are committed to maintaining that as we've indicated. But Denise, do you want to expand on it?

Chris, a couple of things. First of all, we maintained a very high level of advertising. We actually had a different mix of 30s and 15s, which impacted our GRPs. But our anthem campaign, which was our a 30-second was very, very productive. So that was one of the changes we made, and we will continue advertising heavily into the third quarter. Christopher Growe - Stifel, Nicolaus & Co., Inc.: And I just want to be clear on kind of a comment you made earlier on Simple Meals. And I guess that's obviously been a challenge for the Soup category. And you got more promotional and more aggressive clearly in this quarter from a takeaway standpoint, did well versus other Simple Meals. But obviously, the cost was very high to get there. So what I'm trying to understand is that a sustainable strategy, is this what it takes to be competitive against Simple Meals is simply to be more promotional, more price promotional?

Chris, I think the best way to describe this is that starting in the first quarter this year, we did have an observation of a larger amount of switching between Soup and other Simple Meals. And because the advertising campaign was new and it took time to gain traction, the lever that we had to use was to get more competitive on our price promotion. We were successful in getting that switching behavior back to what we call normal levels. Meanwhile, the advertising is starting to get traction, so we believe we have a much more balanced marketing mix to work with going from the second half of this year forward.

Our next question comes from David Driscoll from Citi Investments. David Driscoll - Citigroup Inc: Can you comment on shelf space in the Soup category? Are you holding shelf space? Is it declining? How do we kind of -- the one thing that I still find that investors ask all the time is, is just kind of fundamentally why this category doesn't seem to be doing better? And back to Eric's question, it was such a tremendously cold winter. I know you're saying that the FDN data looked okay but the shipment data, down. It just feels hard to explain. So talk about shelf space and then talk about just big picture about the category trends.

David, we have not seen changes in shelf space for the Soup category. And we watch this, as you know, very, very closely. I mean to-date since we started our fiscal year, we've put in over 20,000 new upgraded iQ MAximizers across the retail landscape. So we've been working very closely with retailers in the category on shelf space. So it's competitive out there, and it's one thing we continue to watch. But to-date, we haven't seen any movement in that. David Driscoll - Citigroup Inc: And in all the dollar stores when they're expanding their footprint at the expense of the traditional retailers, there's nothing negative with that fundamental change at retail. Is that a true statement?

We have a presence in those dollar stores, and we're committed to getting our fair share of that presence. So we have products that can plan that space. And in the fullness of time, we think that's a very manageable proposition.

Our next question comes from Alexia Howard from Sanford Bernstein. Alexia Howard - Bernstein Research: Can I ask about the beverage category? It seems as though it slowed down quite a bit in sales growth trends this time. In particular, I think you had the tea version of V8 that was being moved. How is the distribution trends on that? Is that going as expected? Or is there other dynamics in that beverage segment that are causing some challenges?

I mean the beverage business has always been very competitive. And we're very proud of the fact that V8 has been outperforming the shelf-stable juice category for quite sometime now. I would say that we continue to invest in V8. Splash and V-Fusion did very well this past quarter. We were a little bit lower on V8 Red. And I would just say that we continue to be very, very optimistic about our ability to compete with beverages.

And for the half, it's been solid. When there is a significant pressure on food budget, people, we have observed, are willing to trade out of the category and go to water and other more value-oriented items. But on balance, we feel very good about our presence here and our growth prospects.

Our volume full year-to-date on consumer takeaway is up 6.6%. So we're really happy with that.

Our next question comes from Andrew Lazar from Barclays Capital. Andrew Lazar - Barclays Capital: Denise, a couple of weeks ago, I guess there were some pretty high level management shifts that were made at Campbell, I think, a new Head of Sales, a new Head of U.S. Soup and some others. And even I know, it's very early to sort of get your strategic outlook and plan. I was wondering if perhaps you can share bit about maybe what skill set you were looking for in some of those key people, maybe what objectives you had in mind when you were making those sort of what seem like pretty key personnel decisions going forward.

That organization shift had been planned for quite some time, Andrew. And what we're doing is we are setting up the North America Soup, Sauce and Beverage unit to create better focus and to jump-start innovation, and I'll talk more about this at CAGNY. But those leadership changes and the structures were designed on purpose to do that.

And just to build on it, as part of the what we call our ORP process, we've been developing those two leaders for roles like these for the better part of six or seven years. So this is a natural evolution of the thinking but tailored to address the issues of the day, and issues that Denise has highlighted as being most critical to moving forward. Andrew Lazar - Barclays Capital: I mean I know that they come highly regarded, both internally and externally, and I guess from Pepperidge. So I was trying to get a sense of just what is that -- I'm trying obviously to get a little bit more insight into where you're headed going forward obviously and how those folks add to that but we'll get more into that at CAGNY as well.

The good part about Campbell, Andrew, is that we do have some great bench strengths, and these are great leaders that are coming into these positions.

[Operator Instructions] Our next question comes from Ed Aaron from RBC Capital Markets. Edward Aaron - RBC Capital Markets, LLC: I wanted to talk just a little bit more about your expectations for managing pricing back up in Soup. It's just, I guess, a little bit hard to have full confidence given some of the recent trends there. And I was wondering if you have similar plans and equal conviction in your ability to -- equal confidence in your ability to manage Condensed and Ready to Serve, or do you view those categories or those segments as somewhat different from each other as you think about the next few quarters?

I think there is an interaction with Condensed "eating" and some of the RTS brands. And particularly with the price discounting that we had in the marketplace, the value proposition of Condensed became less apparent to the consumer. Going forward, as we realize our pricing, I believe that, that will be restored and Condensed will have a much better second half.

Our next question comes from David Palmer from UBS. David Palmer - UBS Investment Bank: Doug and Denise, I think someone mentioned the positive response for the new ad campaign in the Q&A. Is there any details you could share about from a normal to consumer-level research perspective, how are perceptions and/or behavior perhaps changing this year with regard to Soup? Are there certain demographic groups that are cutting back or coming back to Soup versus other categories? Any insights would be helpful.

We still consider it early days, but the consumer response to the campaign has been really positive. And we've had certain executions because this is a portfolio campaign and there's sub-branded advertising within it. We've had certain executions that have performed better than others, and we continue to learn and improve it. But this is some of the best advertising we've had on air in our recent past, so we're very, very encouraged by that.

It is the first time that we've had an umbrella campaign across the entire line. So we're pioneering new ground here for the company, the first time in almost 20 years that we've done it this way. So we have expected that it would take a little time. The response, in particular to the Anthem spots that Denise mentioned, has been exceptionally good in research and then in qualitative tracking following the launch. We've also had good response to some of our condensed cooking executions and our Chunky execution that we were concerned about because we were migrating from a brand building Chunky NFL perspective into this broader spot. But our Chunky business has held up very well through all of this activity.

And our Healthy Request business has also been off the charts.

As it relates to the advertising. So we have seen impact. Where we've been pressured has been when we have tremendous price gap pressure that is changing the promotional, the price points to a point where our condensed "eating" soups have been so pressured by Ready to Serve pricing. But on balance, we see it across the portfolio in a very positive way.

And we think that we can strengthen the execution on condensed "eating", and we're working on that right now.

Our next question comes from Judy Hong from Goldman Sachs. Judy Hong - Goldman Sachs Group Inc.: Craig, you called out input cost inflation in fiscal '12, and I'm wondering if you can quantify or give some quantification to what you're expecting for cost inflation. Our math shows that you could be facing something like 6%. Are we in the ballpark, and then in relation to that sort of your ability to use prices to lever to offset that as opposed to maybe other levers that you can see in your P&L to manage through that inflation? B. Owens: We don't have an F '12 forecasted. We're a little early for that yet. As we look at this year, clearly the trend is up. We're going to finish the first half sort of flattish on ingredient and package and energy input inflation. And then in the second half, we would expect something more like about 3%. And as we look forward to '12, probably somewhat higher than 3%, but I don't have a number for you. So it clearly is in our thinking. Pepperidge Farm has already taken some pricing action because some of the earlier pressure has been, as you are well aware, on grains and so impacting that business. And we're very mindful of it as we look at our commercial policy around Soup in the back half of this year and coming into next year. But it's a little early for us given our cycle and given our pricing cycle to be forecasting that. Judy Hong - Goldman Sachs Group Inc.: And just in terms of broadly speaking, any other levers that you feel that you may have kind of over the next six to 12 months in your ability to manage it through that inflation? B. Owens: Well, on the costs side, I mean one of the things that's helping us mitigate the impact as we move into it is the combination of our hedging program and our contractual arrangements with certain suppliers. I mean that's not -- those things don't offset long-term inflationary pressure, but they do give you some time to react and to manage your pricing in the marketplace against what you see coming as inflation. We also within cost of sales, not directly impacting input from ingredients, packaging and energy but within cost of sales, we continue to have a really strong and successful enabler program. We'll be at record levels, I think, again this year after having a strong year last year. So we're attacking other pieces of the cost base. We've talked publicly about a Soup common platform and some longer-range programs that we've got. But ever year, we're trying to fight back something like 3% or so of our total cost base with structural cost decreases. So those are the things on the input side. On the output side, of course, we've got within pricing, we've got the opportunity to manage at the list price level as well as manage promotional depth and frequency.

Judy, also, I think it's still true at a very high level to think in terms of we believe we have the ability through pricing and productivity to manage our cost base. And it's beyond just Soup. It also applies to our other branded areas in Healthy Beverages and Baked Snacks, where we have good brands we can price to manage between pricing and productivity. Over time, we've demonstrated the ability to manage costs.

We also have a very good discipline about our SG&A management.

Our next question comes from Akshay Jagdale from KeyBanc. Adam Josephson - KeyBanc: This is Adam Josephson in for Akshay. I realize consumer takeaway was good in the quarter, but obviously the category continues to have its challenges. I just have two questions. Is it possible that some of the problems that the category is having are attributable to a generational shift and that younger people tend to eat less canned soup than their predecessors? Or is it possible that the trend toward healthier soups has been detrimental to the category because the soup doesn't taste as good as it did before?

I'll turn it over to Denise in just a second and she's going to cover more on this when we get to CAGNY. But what I would say is those areas create great opportunity for us. And we believe we can do a better job particularly with millennials. And we believe we can continue to drive on the health and wellness front to grow the category faster. And we're going to cover that at CAGNY. But, Denise, do you want him a top line?

I would say the best way to answer it is Campbell Soup is in 85% of all households. And we do have a very high index with millennials, although it's not as high as baby boomers, i.e. that's the opportunity for us. It's still pretty significant. The other question that you asked was about health and wellness and our Healthy Request soup was actually our best performing line this year. So we are hitting the mark on that accute need of heart health. So that's probably the best way I'd answer it, and I will provide more insight on that at CAGNY.

Our next question comes from Robert Moskow from Crédit Suisse. Robert Moskow - Crédit Suisse AG: I was listening to the tone on the call today more than anything. And I got say, it's awfully positive. You've just lowered guidance for the back half of the year. And I would argue that the Soup plan for this year did not -- the Soup did not go according to plan. And I guess I'm just kind of wondering, Denise, as you think about strategic planning for fiscal '12, most people that I talk to think that there needs to be some kind of rebasing of margins or expectations. And the tone is so positive, it just doesn't seem like that's where you're headed right now, and maybe the rebasing today is all that's necessary. And that's fine. But I'm just kind of -- the performance to-date just hasn't really been very good. And I'm not quite sure how I can kind of get on board that things are going to get quickly better?

First of all, I'm going to acknowledge what you said and that is that we believe we can do better in the Soup business. And that our performance as a result of the heavy price discounting that we engaged in did not give us the lifts that we had expected. And the volume gains that we had realized were not sufficient to drive profitable net sales. So I agree with you there, and I'm not happy about that. However, you know that I have a new team, and we are really focused on creating value over the long term. And we have an opportunity here to explore all of our options for doing so. So it's unclear at this point whether a rebase would be the right step for Campbell. But that said, we believe at this point that we have enough resources right now that we could just reallocate to fund our growth, including trade spending and some of the dollars that we had appropriated for sodium reduction in R&D. So this new team is looking with fresh eyes at everything.

Just to build on it, for context, we've grown EPS every year for nine years. We've grown EPS 10% over the last five years. We have a flattish performance in a very tough year, and we know what we need to do better. We're focused on it. We have spending as a percent of sales at record high level. So we have some resources there, and we've just got to find a way to manage things smartly. And then I would emphasize that every year, we go through a strategic planning process with our board where we look at all of our options. Denise and her new team are doing that right now. And I think she'll be in a position, with a much more informed and complete look, to cover that when she gets to our July Analyst Meeting. So I think in the meantime we have plenty to do and we're on it. So I think this is just a natural evolution of the business, and we've got to work through it. But three of our four segments are growing earnings. We have an issue here in the U.S. and we're on it. Robert Moskow - Crédit Suisse AG: I don't think Soup is the next buggy whip. You've done a lot for the category over the years, Doug. I think that the category can grow.

Rob, I do too, but we can and will do better. We can do better.

We can.

Our next question comes from Bryan Spillane from Bank of America. Bryan Spillane - BofA Merrill Lynch: Just a quick question on costs. Craig, if we look at G&A or cost control in G&A, I guess, in the back half of the year, how much is there a benefit running through your G&A line for lower compensation expenses? B. Owens: Well, we've seen lower compensation expenses in the first half. And I think you would see that continue as a trend into the second half. There are also some -- if you'll recall in the second half last year, we also had a recall on SpaghettiOs, which is another item that will help us in terms of comparisons second half versus first half. Bryan Spillane - BofA Merrill Lynch: And can you quantify like how much are you expecting lower compensation expense to benefit the full year? B. Owens: Most of the benefit, frankly, is coming from lower incentive compensation, which would take -- if you look at the first half, we're on the track that we think is appropriate for the full year. Bryan Spillane - BofA Merrill Lynch: So how much has it been for the first half then?

We're not going to provide that level of detail. Bryan Spillane - BofA Merrill Lynch: Well then, if we're modeling the second half, should we factor in a higher compensation expense for next year? I'm just trying to get a sense for -- is G&A going to be artificially or abnormally low this year because your missed your plan? And do we have to put that back in for next year? Some help on just how to think about that would be helpful. B. Owens: So clearly, as we look at next year, we would anticipate higher incentive compensation. But as Denise said, we've got a very disciplined process against total G&A. And we would look to be realizing efficiency opportunities in other areas.

But just with respect to incentive compensation, yes, we'd look for a bigger year next year.

Our next question comes from Eric Serotta from Wells Fargo. Eric Serotta - Wells Fargo Securities, LLC: It seems that over the past couple of quarters, your condensed cooking soups have been one of the bright spots in a clearly tough environment, particularly for U.S. Soup. This quarter in the press release, you commented that there were declines in both condensed cooking and "eating" varieties. Wondering whether you think something's fundamentally changed there? What the drivers have been behind that decline? And what your outlook is for the cooking portfolio?

Eric, we're pretty happy with condensed cooking overall for the half. And one of the biggest events we have is our holiday season. And when we look at the total performance of this business throughout the holiday and some of those cases start shipping in October all the way through the end of the year, we're pleased pretty pleased with the momentum in cooking soups. And our broth, of course, has been stellar for both quarters. So we know the trends here are good. I mean consumers are cooking at home more. We've invested very heavily in campbellkitchen.com, which is providing recipes. So we still are very excited about the Campbell cooking soup line.

Recognize, too, Eric, that in the quarter, the biggest divergence between positive consumer takeaway and shipment data was in the cooking soup category.

Our next question comes from Priya Ohri-Gupta from Barclays Capital. Priya Ohri-Gupta - Lehman: Just a quick question. Can you talk about your plans to address the recent $700 million in debt that mature? B. Owens: I didn't catch the question.

Could you repeat that, Priya? Priya Ohri-Gupta - Lehman: The $700 million in debt that came due I guess a few days ago. Can you just address your plans as to whether you look to refinance that into new long-term paper or just pay it down? B. Owens: We did a $400 million issue last July which in effect pre-funded some of that. We took advantage of the low rate environment. We have plenty of room within our commercial paper program that as the $700 million matured and rolled off, we rolled that balance into the commercial paper program. But I think it would be fair to say that we are looking for opportunities to, if you want to think about it this way, to term out the rest of it.

I guess with that, we are going to be closing our Q&A session. Thanks, everyone, for your participation in our second quarter earnings webcast. As a reminder, a replay will be available beginning in approximately two hours. If you are a reporter and have some questions, you would like to call Anthony Sanzio. His phone number is (856) 968-4390. Investors and analysts should call me, Jennifer Driscoll, at (856) 342-6081. This concludes today's program. You may now disconnect.

Ladies and gentlemen, this does conclude today's conference. You may now disconnect and have a wonderful day.