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

Andrew Lazar - Barclays Capital Diane Geissler - Credit Agricole Securities (USA) Inc. Alexia Howard - Sanford C. Bernstein & Co., Inc. Vincent Andrews - Morgan Stanley Jonathan Feeney - Janney Montgomery Scott LLC Jason English - Goldman Sachs Group Inc. Christopher Growe - Stifel, Nicolaus & Co., Inc. Terry Bivens - JP Morgan Chase & Co Eric Katzman - Deutsche Bank AG Robert Dickerson - Consumer Edge Research, LLC Robert Moskow - Crédit Suisse AG Bryan Spillane - BofA Merrill Lynch Edward Aaron - RBC Capital Markets, LLC David Driscoll - Citigroup Inc Akshay Jagdale - KeyBanc Capital Markets Inc.

Good day, ladies and gentlemen, and welcome to the Campbell Soup Second (sic) [Third] Quarter 2011 Earnings Conference Call. [Operator Instructions] Now as a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Ms. Jennifer Driscoll, Vice President, Investor Relations. Please begin.

Thank you, Mary. Good morning, everyone. Welcome to Campbell Soup Company. It is our third quarter earnings call and webcast. With me here in Camden today are Doug Conant, our President and Chief Executive Officer; Denise Morrison, Chief Operating Officer; Craig Owens, Senior Vice President, CFO and Chief Administrative Officer; and Anthony DiSilvestro, our Senior Vice President of Finance. Doug will kick us off, and then Denise will provide her perspective on the quarter, followed by our financial performance and our outlook from Craig. Following their remarks, we'll take questions from analysts and investors. As usual, we've created slides to accompany our presentation. You will find our slides posted on the website this morning at investor.campbellsoupcompany.com. Please keep in mind that our call is open to members of the investment community. Media are listening to the call in listen-only mode. As a reminder, our presentation today includes 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 Slide 3 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. Our presentation also includes certain non-GAAP measures as provided by SEC rules. In an appendix to the slides, we've provided a reconciliation of those measures to the most directly comparable GAAP measures. All of our slides and our earnings release and selected quarterly financial data can be found on our website. Last, we'd like to remind you that we are hosting our annual Analyst Day on Tuesday, July 12. At the event, Denise Morrison will share her strategic framework for the company with you. We'll also feature presentations by several other senior members of our leadership team. We'll end with Q&A and naturally feature many Campbell products, including several new products at our luncheon. We hope you'll join us either via webcast or better yet, live at World Headquarters in Camden, New Jersey. And with that, I give you our President and CEO, Doug Conant.

Good morning, everyone, and thank you, Jennifer. We reported today that sales and EBIT rose modestly, and earnings per share increased nicely in the third quarter. As you know, I'm stepping down as CEO of Campbell Soup Company at the end of July, which makes this my lucky 42nd earnings call while I've been a Campbell CEO, and it will be my last one with you. From my vantage point, Denise Morrison has her arms around the challenges in our U.S. Soup business, and her leadership team is coming together quite nicely. Things are shaping up for a richer conversation with you at our Analyst Day in July. As I've said before, it's not about the quarters or months, it's about the years, and I don't say that just because we're in a seasonal business. As you know, while quarters are important, I believe it's over the years that shareholder value is created, one product, one customer and one consumer at a time. It's best done by simultaneously creating a winning environment in the workplace, leveraging your workplace success to create a winning financial profile in the marketplace over time, winning in the community by helping to build a better world and winning with integrity in everything you do. As I look back, while I'm sure we could have done better, I'm proud of all we've accomplished as a company in all of those fronts over the last 10 years. And I'm very excited about what will accomplish in the future under Denise's leadership. Perhaps the importance of understanding long-term trends is why the food industry is intrinsically different at its core. In my opinion, the food industry is special in terms of the continuity of the players, the collaboration of the people and the long-term perspective which is often easy to lose sight of with the day-to-day vagaries of the market. I've always viewed our shareholder base and our analyst coverage as an asset to the company. So on this, my lucky 42nd call, let me thank you warmly and sincerely for your support, your candor, your insights and your friendship over the last decade. With that, I'll turn it over to Denise.

Good morning. Thank you, Doug. It's been an amazing 10 years, and everyone at Campbell is proud of what we've accomplished under your leadership in the workplace, in the marketplace and in the community. Now turning to the third quarter. As I reflect on our performance, I'm encouraged by our progress, but I want to be perfectly clear I'm not satisfied. We remain focused on creating long-term shareholder value by stabilizing sales and then driving profitable net sales growth. We still have more to do. Let me share 5 key takeaways with you. First, we are executing a different second-half plan in U.S. Soup. Our new management team has set in motion the plans we described to you in the second quarter. We've sharpened our focus on profitable volume. This quarter, we began shifting our marketing investments to more brand-building initiatives, such as our portfolio advertising campaign. We've increased our soup advertising with GRPs up by double digits, and we're highlighting the positive benefits of soup. We've also increased price realization. We've raised promoted prices and are in the process of implementing a list price increase in U.S. Soup to offset cost inflation, and we have innovations that are poised to ship in this summer. As I said, we're definitely not satisfied and clearly have more work ahead. Second, we are experiencing some softness in Beverages and Sauces. In Beverages, we're cycling a very strong quarter a year ago when sales rose 13%. In the third quarter of this year, we experienced increased competitive activity. That said, our year-to-date performance in Beverages still outpaced the shelf stable juice category, and our innovation pipeline is robust. Sauces also continue to face strong competitive activity. We have plans to address this and further differentiate our higher-margin sauce brands going forward. Third, our performance in Baking and Snacking and Foodservice is strong. We have powerful brands in both Pepperidge Farm and Arnott's that continued to perform well. We're shipping some great new products including Milano Melts, Goldfish sandwich thins and new varieties of Tim Tams. In North America Foodservice, overall industry trends are improving. We strengthened our sales effectiveness with our customers and improved our profitability. Fourth, we're focused on cost management to offset inflation and help fund our growth. We continue to focus on reducing our indirect spending, SG&A and total delivered costs. Soup Common platform, our program to simplify how we make soup in the U.S., is progressing well. This program and others like it will help fund our future growth. Finally, I want you all to know that we will not rest until Campbell is growing net sales profitably. It's what I'm focused on every minute of every day. On the strategy front, our new leadership team is finalizing the plans that will position Campbell for future growth. We're looking forward to sharing those plans with you at our Analyst Day on July 12. Now, I'll turn it over to Craig to take you through our financial results. B. Owens: Thank you, Denise. Good morning. I'll spend a few minutes walking through the third quarter results and segment highlights, followed by our year-to-date results. I'll conclude by briefly discussing our full year guidance. For the quarter, we reported net sales of $1.8 billion, up 1% versus the third quarter of 2010. Excluding the favorable impact of currency translation, organic net sales declined by 2%. As planned, we reduced promotional spending in the third quarter compared to the first half, the volume impact of which has negatively impacted the sales performance of our U.S. Soup, Sauces and Beverages segment. As Denise noted, we achieved good sales growth in our Baking and Snacking segment. EBIT increased by 1% in the quarter to $307 million, primarily driven by lower marketing and selling expenses, lower administrative expenses and favorable currency, partly offset by a decline in gross margin percentage and lower organic sales. EPS was $0.57 in the quarter, up 6% as compared with adjusted EPS in the third quarter of 2010. On Chart 11, you'll see the components of net sales as reported. The detail of organic sales does not add to the total due to rounding. Currency translation added 2 points of growth as the Australian dollar, Canadian dollar and euro have all strengthened. Our promotional spending was comparable to a year ago. You may recall that this was a negative factor for sales in the first half. And with our efforts to raise promoted price points in the quarter, it is no longer having a negative impact on our sales performance versus prior year. Due to cost inflation and higher plant costs net of productivity improvements in the quarter, our gross margin percentage declined from 41.2% to 40.4%, a decrease of 80 basis points. Marketing and selling expense declined from $252 million to $243 million this quarter, reflecting lower advertising and consumer promotion expenses and lower selling expenses benefiting from our cost-savings initiatives, partly offset by an increase due to currency. Advertising expense was higher for U.S. Soup and flat for the total company. As a result of lower incentive compensation costs, administrative expenses declined 5% to $148 million. As I noted earlier, EBIT gained 1% in the quarter. Below the line, interest expense fell by 11%, a decrease of $3 million as we've refinanced maturing long-term debt with significantly lower coupons. The tax rate increased 1.4 points to 34.3%, reflecting taxes associated with a higher level of cash repatriations compared to prior year. With lower interest costs offsetting the impact of a higher tax rate, net earnings, similar to EBIT, increased 1% in the quarter. Average shares outstanding decreased 6% in the quarter due to the continued impact of our strategic share repurchase program. As a result, the 1% increase in net earnings yielded a 6% increase in earnings per share. In our segment results for the quarter, U.S. Soup, Sauces and Beverages sales declined 8%, reflecting lower sales across the portfolio. U.S. Soup sales fell 7%. Sales volumes were negatively impacted as we increased promoted price points to strengthen margins. Sales, particularly of RTS soups, were also negatively impacted by movements in customer inventories. Sales of both Prego and Pace were below year-ago levels. Private label distribution gains in the Mexican sauce category continued to have a negative impact on Pace sales. U.S. Beverage sales declined 9% compared to a very strong year-ago period in which, as Denise pointed out, sales grew by 13%. Reduced advertising and increased competitive activity negatively impacted the business. Sales of both V8 vegetable juice and V8 V-Fusion declined while sales of V8 Splash increased. Operating earnings declined 10% to $193 million this quarter from $214 million a year ago. The decrease in operating earnings was primarily due to lower sales volume, cost inflation and higher plant costs, partly offset by productivity improvements and lower selling and marketing expenses. U.S. Soup sales for the quarter declined by 7%. Condensed soup sales were down 2%, as softness in eating varieties was partly offset by strength in cooking varieties, which performed well through the recent holiday season. Sales of ready-to-serve soups declined 15% while broth decreased 2%. In Baking and Snacking, organic sales increased 5%, reflecting gains in Pepperidge Farm and at Arnott's, where we achieved significant volume growth. In Pepperidge Farm, sales increased due to gains in Goldfish snack crackers, Milano cookies, whole grain and swirl breads and frozen products, which benefited from the launch of Artisan Stone Baked rolls. Sales of Arnott's increased due to gains in savory crackers led by Shapes, Cruskits and Vita-Weat, as well as growth in Tim Tam chocolate biscuits and in Tiny Teddy sweet varieties. Earnings increased 8% due to the impact of currency and solid earnings growth at Pepperidge Farm. Organic sales in our International Soup, Sauces and Beverages segment increased 1% as sales growth in the Asia Pacific region, primarily Australia, was partly offset by lower sales in Canada, which were negatively impacted by higher promotional spending. Operating earnings increased 11% in the quarter, primarily due to the impact of currency and gains in the Asia Pacific region, partly offset by declines in Canada. In our North America Foodservice segment, organic sales increased by 4%, reflecting volume gains in refrigerated soup and the overall improvement in the U.S. foodservice sector. Earnings in the quarter increased $13 million, driven by lower administrative and selling expenses, reflective of our cost-reduction efforts, lower promotional spending and productivity savings. Looking at our first 9 months result on Slide 19, reported net sales were 1% lower. Organic net sales were down 2%, driven by promotional discounting primarily in the first half in our U.S. Soup, Sauces and Beverages segment. EBIT of $1.1 billion was down 5% versus a year ago, primarily due to the decline in gross margin percentage and lower organic sales, partly offset by lower marketing and selling expenses and the favorable impact of currency. EPS declined by 1% to $2.11. For perspective, it's important to note that we're lapping a very strong 9 months a year ago in which adjusted EPS increased by 13%. For the first 9 months of the year, our reported net sales declined 1%. As you can see on Chart 20, our increased promotional spending drove a 2-point decline in sales accounting for the overall decline in organic sales, as volume mix and pricing were comparable to a year ago. The 2-point decline in organic sales was partly offset by a one-point gain from currency translation as the U.S. dollar has weakened. Our gross margin percentage for the 9 months declined from 41.2% to 40.3% year-to-date. The 90 basis point decrease was primarily due to cost inflation and higher plant costs and increased promotional spending, partly offset by productivity improvements and favorable mix. While we have benefited from our procurement contracts and commodity hedges, we are beginning to see higher rates of inflation, particularly in grain-based commodities, packaging and other ingredients. We've taken pricing actions in our Baking and Snacking businesses, and we have announced a list price increase in the U.S. Soup effective June 17. Marketing and selling expenses decreased from $837 million to $811 million, primarily due to lower selling expense. We continue to benefit from our cost-savings initiatives implemented at the beginning of the fiscal year. Administrative expenses increased from $438 million in the first 9 months of 2010 to $442 million this year. This increase was primarily due to the higher benefit costs, including pensions and health care, also information systems-related expenses, costs associated with our new headquarters facility and an increase due to currency, partly offset by lower compensation expense. Below the operating line, net interest expense increased 6% or $5 million to $85 million, driven by a higher percentage of long-term debt in the portfolio. The tax rate at 31.3% was down 20 points as compared to the prior year period. For the first 9 months, net earnings declined 6% and benefited from a 4% reduction in diluted shares outstanding. Thus, EPS declined 1% to $2.11. In segment results for the first 9 months, U.S. Soup, Sauces and Beverages sales declined 5%, reflecting a 5% decline in U.S. Soup sales and lower sales of Sauces. Within Soup, condensed sales declined 3%, reflecting weakness in our condensed eating varieties. Sales of ready-to-serve soups declined by 10% and broth sales increased 1%. Beverage sales were comparable to a year ago, as increases in V8 Splash and V8 V-Fusion were offset by lower sales of V8 vegetable juice. Sauce sales declined for the first 9 months, reflecting lower sales in Pace Mexican sauce and Prego pasta sauces. Both have been negatively impacted by increased competitive activity. Operating earnings declined 12% to $708 million. The decrease in operating earnings was primarily due to increased promotional spending, cost inflation and lower sales volume, partly offset by productivity savings. Category performance in the United States during the latest 52 weeks, based on IRI panel data and Campbell internal estimates, are shown on Slide 24. The overall category declined in dollars by 3% in the past 52 weeks. Our Soup sales in dollars declined 4.9%, underperforming the category. Heavy promotional activity did not generate the expected volume lifts. All other branded players in private label were relatively flat, showing growth of 0.3% each. While it's not shown in the chart, total volume in the Soup category was essentially steady with the prior year. Campbell dollar share in wet soup for the past 52 weeks was 62.6 -- sorry, 62.2%, down 120 basis points. Similar to the last quarter, the decline in our dollar share came from ready-to-serve soup. Of our share decline, 2/3 went to other branded players while 1/3 went to private label. For the first 9 months of 2011, Baking and Snacking organic sales increased 4%, as both Pepperidge Farm and Arnott's achieved volume gains. Earnings increased 6%, primarily due to the impact of currency and volume-driven growth at Pepperidge Farm, partly offset by lower earnings at Arnott's and local currency. We continue to be pleased with the results for our Baking and Snacking business, which has benefited from high levels of innovation and compelling advertising. Organic sales in our International Soup, Sauces and Beverages segment decreased 1%, primarily due to declines in Canada, reflecting higher promotional spending and in Latin America, partly offset by gains in the Asia Pacific region. The sales increase in Asia Pacific was primarily due to volume-driven gains in Australia. Segment operating earnings increased 4%, primarily due to favorable currency and gains in Asia Pacific. Organic sales of North American Foodservice declined 1% while earnings increased 27%. The increase in earnings was primarily driven by productivity improvements in excess of cost inflation and lower administrative and selling expenses. Cash flow from operations of $858 million was comparable to the prior year performance. Within cash flow, the impact of lower pension contributions in the current year was offset by higher working capital requirements. Capital expenditures of $133 million were down from $177 million a year ago. For the year, we continue to forecast capital spending of approximately $275 million. In the first 9 months, we repurchased 20 million shares at a total cost of $696 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 $2.7 billion, an increase of $249 million. As you saw in our news release this morning, we project that we will be at the favorable end of our range of our full year guidance for sales, EBIT and EPS. Our guidance for fiscal 2011 includes a change in sales of between plus 1% and minus 1%, adjusted EBIT to decline 3% to 5% and EPS to decline between 1% and 3% from an adjusted base of $2.47 in 2010. Thank you.

At this time, we'll conduct the Q&A session. [Operator Instructions] Mary, can you start the queue?

[Operator Instructions] Our first question comes from Chris Growe from Stifel, Nicolaus. Christopher Growe - Stifel, Nicolaus & Co., Inc.: Just had a question for you, Denise, in relation to the Soup category, with promotion. You're pulling back on promotion in the category and your advertising was up, as you mentioned, in GRPs. And of course, the volume is still a little weak. Is there still time for this advertising campaign to take effect? And has the reduction in promotion kind of gone as you expected, or was there a little more negative volume response to that reduction in promotion?

Chris, we continue to be encouraged by the advertising, and of course, that is a longer-term build. What we're experiencing at this point is the cycling of the heavy promotion discounting that we started this time or this quarter last year. Christopher Growe - Stifel, Nicolaus & Co., Inc.: Okay, and then can you just maybe also give a little color on the inventory adjustments in ready-to-serve? Was that unique to this quarter as of the comparison to the prior year? Or is it more about what happened within this quarter?

Typically in this quarter, at the close of soup season, the inventory has followed its normal pattern this year. However, we're cycling the quarter last year where, when we launched our heavy promotion discounting, retailers actually increased their inventories to support that. And so this quarter, we are seeing consumption and shipments differences. Christopher Growe - Stifel, Nicolaus & Co., Inc.: Okay. So you had normal levels of inventory today, or has that kind of worked through?

Yes. B. Owens: This year's pattern would have been more normal. It was last year's pattern that was the aberration.

Correct. Christopher Growe - Stifel, Nicolaus & Co., Inc.: Okay, great.

Our next question comes from Alexia Howard from Sanford Bernstein. Alexia Howard - Sanford C. Bernstein & Co., Inc.: Can I just ask how your thinking's evolved about the weakness in the Soup category over the last couple of years? I think about a year ago, we were talking about price-based competition from other simple meals. With your planned increase in list prices, are you now thinking that the category has moved on and the consumer has moved on from that?

Alexia, the soup category is being shopped differently than in former years. We definitely have evidence that stock-up trips are down. However, soup continues to be one of the most pervasive food items in the consumer's basket. We just saw a recent report from IRI which talked about the number -- the top categories that build store traffic, and soup is definitely in those top categories. We've also not seen a difference in the amount of inventory of soup in a consumer's pantry, but the way they're shopping it is differently and we're navigating that. But we believe going forward the right thing to do here is to focus on brand-building and increasing usage of the product, and that's what our marketing plans are designed to do going forward. Alexia Howard - Sanford C. Bernstein & Co., Inc.: Great. I'll pass it on.

Our next question comes from Robert Moskow from Crédit Suisse. Robert Moskow - Crédit Suisse AG: It might be a little early to ask this question, but I wanted to know about the strategic plans for growth internationally. Some people I speak to were a little concerned that you might adopt a pretty aggressive acquisition strategy. Can you talk a little bit about how you're viewing international? And is this kind of -- if you are making acquisitions, is it more of a tack-on approach as opposed to needing to do something bigger?

Rob, we're looking at all of the key trends, as I had mentioned at CAGNY. And obviously, the growth in international is an important trend to be addressed in the food industry, and we hope to give more color on our plans going forward in July. Robert Moskow - Crédit Suisse AG: All right. So it is too early to ask. Another long-term question, you mentioned private label growth in salsa, also private label growth in soup. Would you ever consider making an acquisition in the private label space?

At this point, we see ourselves as a branded company and have no plans to expand private label. That said, in a few instances, we already are making private label for some of our customers.

Our next question comes from Terry Bivens from JPMorgan. Terry Bivens - JP Morgan Chase & Co: Denise, if you look at the data, it seems to show every time you guys raise prices above General Mills, your market share gap widens out with them. So my question is this, have you received any indication that Mills is going to follow? Have you received any indication from retailers at this point that maybe Mills is going to garner some more shelf space as we go into the fall?

Terry, we really don't comment on other manufacturers' pricing. I can tell you though that we have been in the marketplace discussing our increase with retailers, and they have been very supportive. We intend to market these brands with increased advertising and more innovation. And so therefore, we have to cover our cost of inflation.

Our next question comes from Jason English from Goldman Sachs. Jason English - Goldman Sachs Group Inc.: Let me circle back to Denise, your last comment there about supporting the category with increased advertising. I think you guys started talking about that the fourth quarter coming into this year. And Denise, you mentioned that GRPs are up in soup. I'm trying to square that with the decline in marketing, selling and consumer promotion expenses as a percentage of sales. In the measured media data that we see, it looks like it's not the most recent but through February, measured media spend in the U.S. for Campbell is down around 11%. How do I square that? And do you guys feel that you're at the right threshold level, that this is sustainable? Or do we need to see an increase to generate demand?

There's a couple of things going on underneath those numbers. First of all, our working advertising in the quarter for U.S. Soup was up 11% and our GRPs were up double digits. And so we made a conscious effort to make sure as we increase our price realization on soup, that we couple that with an increase in brand building, which again is longer term. And we are seeing encouraging signs from our advertising campaign which emphasizes the positive benefits of soup, which we think is very important right now. We have been very conscious about working on our costs for indirect spending. And we literally, this year, have gone after our indirect spending in media and advertising costs with a vengeance and have realized a great deal of efficiency from that effort. So you're seeing some of that reflected as well. B. Owens: You're also seeing somewhat lower expenses on the consumer piece of advertising, as we've had some sampling programs same time last year.

Right. We have had lower advertising in the quarter on beverages. However year-to-date, our beverage advertising is up 10%, and it will be about even with last year by year end. Jason English - Goldman Sachs Group Inc.: That's helpful. And one follow-up, if I may. Craig, you mentioned in the comments about mix being a benefit for gross margin year-to-date. And that surprised me given the soup trends, because I always deemed that to be one of the highest gross margin pricing of portfolio. Where's the mix benefit coming from? B. Owens: I think probably within soup we're seeing some mix benefit, as condensed is outperforming ready-to-serve. I think that's probably the primarily piece of that. Jason English - Goldman Sachs Group Inc.: I'll pass it on.

[Operator Instructions].

Our next question comes from Ed Aaron from RBC Capital. Edward Aaron - RBC Capital Markets, LLC: I was just hoping you could maybe give us a little bit of a feel for the magnitude of the price increases that are coming. And also whether you expect that promotional spending will decline as a percent of sales as those price increases are put through.

Well, we're not going to comment on the amount of price increase that we're taking. The details have been announced to our customers. But suffice it to say that we expect that, that will cover our cost inflation and so far, that has gone very smoothly. Edward Aaron - RBC Capital Markets, LLC: That's cost inflation net of productivity? B. Owens: Yes, the formula is that we look for our productivity savings and price increase to cover our inflation. Edward Aaron - RBC Capital Markets, LLC: I'll jump back in the queue.

Our next question comes from Akshay Jagdale from KeyBanc. Akshay Jagdale - KeyBanc Capital Markets Inc.: Denise, I wanted to ask you about the use. You mentioned usage of soup is down. I wanted to know how confident you are about your findings about usage because you haven't really shared that much. And then if you just look at the performance of the soup category and your soup sales over the last year and your comments that you weren't happy with them, I mean, I wanted to know what about your findings about the soup category and your response to it has been subpar.

Just for clarification, all indications we have seen is that the pantry stock and the absolute levels of soup inventory in the consumer's home is about flat. Where we have seen a change is the stock-up behavior. So the way they're shopping is fundamentally different, and that has affected the pattern of our shipments. So I wanted to make sure that was clarified. We believe though that with the altered behavior of consumers not stocking up is understandable because their household budgets have been challenged by increased fuel prices, et cetera that for us, it's healthier and it's more important for us to focus on driving the usage of both the category and our brands with a dominant share so that we increase our business that way. And that's going to require a different marketing technique, such as more advertising and more brand-building activities and more innovation. Akshay Jagdale - KeyBanc Capital Markets Inc.: So in terms of your response to these findings, I mean, what about your response has been below your satisfaction levels? Because clearly, soup category and yourselves have not performed the way you would have liked.

Yes. I attribute that dissatisfaction to the fact that the first half, we engaged in the intense promotional spending and did not see the lifts because of the consumer's shopping behavior. Therefore, we're re-purposing our efforts towards more brand building, and I won't rest until that gains traction. Akshay Jagdale - KeyBanc Capital Markets Inc.: Perfect. I'll pass it on.

Our next question comes from Jon Feeney from Janney Montgomery Scott. Jonathan Feeney - Janney Montgomery Scott LLC: I wanted to follow up specifically on one question that's about marketing and advertising. I mean, if you look over, just this quarter, a trend has continued, I think, that's been in place for the past few years and sort of reduced more efficient, however you want to look at it, marketing and selling expenses against a flattish top line. Two parts to the question. First, do you think the decline, and I'm talking over the past 3 or 4 years in relative marketing and selling costs, has been a cause of the problems in the soup category, given your huge share and how you have to make it compete with the other categories? And secondly, what metrics do you sort of look at, would you say, trade-off? I mean, do you measure these things over the ROI on advertising in the course of a year, longer or a longer-term timeframe when you consider the ROI on current marketing investment?

I'll take the last part of this first. We do measure ROI with a lot of discipline on our advertising. And quite frankly, there has been a lot of new avenues to advertise with the advent of the digital age. We are very disciplined about measuring ROI and quite frankly, have made some spending changes even recently to go out of lower-ROI advertising vehicles and into our higher-ROI vehicles. So that is well under way. I think we had 2 things that challenged our sales over the past couple of years. Number one is we spent more time and resources on renovation as opposed to innovation. We are, of course, correcting on that front. We do believe that our sodium reduction efforts were important, so that we can start to talk about the positive benefits of the category. But we now have sufficient scale out there that we can repurpose our resources to other types of innovation, and we are doing so. And then finally, I think that the proportion of dollars we spent on promotion discounting was not in the right proportion to the amount of dollars we need to spend on advertising, and so we're correcting that as well.

Jon, this is Doug Conant. I can't help myself here. I'm really biting my lip. I'm chomping to get in the action here. Denise has made all the right points. The way we also view our spending in terms of total marketing, not just advertising and consumer, and total marketing spending is very healthy. As Denise indicated, we got out of balance by leaning too much into trade and discounting. We're repurposing that money over time but quite frankly, in terms of total marketing, our brands have never been more fully supported. So the challenge for us is to get it balanced properly. That's what Denise and her team are in the midst of doing. But the good news is, they have resources to work with here. And so I think this is a manageable proposition, not easy, but manageable. Jonathan Feeney - Janney Montgomery Scott LLC: Okay. It's very helpful.

Our next question comes from Bryan Spillane from Bank of America. Bryan Spillane - BofA Merrill Lynch: Just I guess a follow-up on the discussion about the change in stock-up behavior. I clearly understand that Soup is a category where there has been a lot -- where it's been traditionally a lot of volume has been sold on promotion. But I guess what we've heard from some of your peers and also from retailers is it's more general, it's a issue that's affecting consumption in general, maybe not just specifically the Soup category. So I guess my question is twofold. One, is soup more affected by this change in stock-up behavior than maybe some other categories? And then second, as you're addressing that issue and I'm sure talking to your customers, is there something more broadly that you're discussing in terms of addressing that issue that's really beyond just specific to the soup category?

I believe that soup has been impacted by the changes in stocking behavior, based on the fact that we are in over 85% of households with multiple cans in the pantry. And what we're talking to our customers about are some new innovations that we'll be shipping in the fourth quarter and beyond that we believe will bring news to the category and increase the usage. B. Owens: But Bryan, I think your first point's exactly right. The data would say that stock-up trips broadly are down. So they're impacting us, and because we tend to be a stock-up item, they're impacting us significantly. But they are impacting lots of other categories, and it's even reflected through in the results of different channels, the way the different channels react to stock-up behavior. Bryan Spillane - BofA Merrill Lynch: I was going to say, I guess what I would ask is just are we at a point where your customers believe that the change in stock-up behavior is still a cyclical thing? It's a reaction to higher gas prices and the economy? Or is it a more fundamental shift that we can expect that to happen?

We don't know how permanent it is. But we've got to operate our business given the fact that that's the reality we're in right now. And we've got 64% of people living paycheck to paycheck, and 1 out of 6 on some form of assistance. That's a large population. So I believe that we need to continue to take that into consideration. Bryan Spillane - BofA Merrill Lynch: And would it be correct for me, if I heard this right, you feel like for soup at least, you have inventories at home at correct levels? Like there's this re-basing or destocking at home has probably happened, so you shift the consumption that at least you ought to be able to grow with consumption.

We believe with the brand building, we will. Bryan Spillane - BofA Merrill Lynch: Okay, that's great.

Our next question comes from David Driscoll from Citi. David Driscoll - Citigroup Inc: A couple of questions here. Just some details and I know I'm violating the rule, but what was the list price increase in soup RTS, condensed and broth? B. Owens: That's okay, we won't answer that one, so that one doesn't count. David Driscoll - Citigroup Inc: All right. Well let's tick them off fast, then. The question was it kind of goes back to what both Doug and Denise have been commenting on. Advertising and consumer promotion expenses in F '10 were down 3%. In F '09, they were down 2%. For this year, what's the number going to be? Is it positive, negative, flat? I don't think you said it on the call. B. Owens: We're looking at how we can be helpful with that, and we don't provide guidance for the year on spending. But I think we can give you a directional perspective, 4% for the quarter, we'll look up the year-to-date. So go to the next question, we'll come back to you. Give us one we can answer. David Driscoll - Citigroup Inc: Great, great. Well hopefully this is the right one. You've got a nice Soup business in Australia. That business used to be #2. It's now the #1 business there. What I struggle with is understanding why that business has performed so much different than the U.S. Soup business, and perhaps there's another way for us on the outside to understand what's happened. Can you contrast the 2 different markets and explain why Campbell's has done so well on a relative basis in Australian Soup versus U.S. Soup?

Yes, as a matter of fact, I just came back from a trip to Australia and had the privilege of seeing that team's plans. They're at a different stage of development in the market than we are in the United States. But that said, I do think they have a great balance of advertising and innovation and out there at the right price value for the consumer, and they've just done a great job. David Driscoll - Citigroup Inc: Is their advertise significantly higher on a percentage basis than in the United States?

No.

Not that I think of David. B. Owens: David, on marketing and selling, we're now 4% for the quarter, 3% year-to-date. Bryan Spillane - BofA Merrill Lynch: Good. I appreciate that information.

Our next question comes from Diane Geissler from Credit Agricole Securities. Diane Geissler - Credit Agricole Securities (USA) Inc.: I wanted to ask on the incentive comp, down pretty big in the third quarter. I think if I remember the first quarter, it was up little bit. Could you comment on your expectations for the full year? I'm really trying to think about what's the comp for next year, if your plan works as you think it will, Denise. When you reinstate that plan, what would the comparison be with this year? B. Owens: So Diane, you're seeing an adjustment, year-to-date adjustment in the quarter, right? So it's distorting the quarter a little bit. For the full year, we would expect it to be about $0.04 favorable impact to this year. And if you connect it to your other question, that will be $0.04 that we'll have to cycle next year.

Our next question comes from Eric Katzman from Deutsche Bank. Eric Katzman - Deutsche Bank AG: Denise, I have one question but it has 14 parts. Is that okay?

That's very innovative, Eric. Eric Katzman - Deutsche Bank AG: Well, it's tough in the food industry being innovative, but we try. Okay, I guess the question is just this, it sounds like, Denise, that you're trying to maybe have a little bit more effective like co-promotion. I mean, Smucker does a great job with their portfolio seemingly linking the brands. But I think to your point, a lot of the brands across the Campbell's portfolio are well known. But it just seems that for whatever reason, the company hasn't been able to, let's say, link so effectively the Pepperidge Farm, Goldfish with, I don't know, tomato soup or what have you. So it is that kind of one kind of lever that you hope to pull? And I just have a quick follow-up.

We've had some co-promotions with Pepperidge Farm around holiday, for example, where we actually do a great job in terms of getting a complete solution out to the consumer. We've also had some co-promotions with Chunky, as Chunky soup for pour overs with different retailers or other branded rice or pasta. I do think we can do more of that because when we have done it, we've yielded really good results. And so you can count on the fact that we will be doing more of that. Eric Katzman - Deutsche Bank AG: Okay. And then I asked this question maybe last call. And as I kind of dug a little deeper in terms of the industry, it just seems to me that like this fixed cost absorption off of the tomato processing platform, if Beverages and Sauces are down, and even Soup is obviously down as well, at what point is it kind of a fixed-cost absorption or a capacity utilization issue? Because obviously tomato has to be one of your biggest raw materials, and you've just effectively used that historically and converted what would be kind of waste into extremely high-margin business. So why shouldn't I worry about this more?

Well, Eric, I mean, your point's right. As volumes drop, and particularly as they drop across the whole portfolio and in the primary North American manufacturing estate, it does put pressure on us. But the good news is that we've been doing an awful lot of work at the same time in improving productivity and improving our enabler program, some of which you're not seeing the full benefit of because it's offsetting the absorption pressure in the other direction. We've talked some before about our soup common platform project, which is directed at simplification and later stage differentiation that will ultimately take manufacturing costs out of the plant. It will actually take capital costs out of the plant over time, and it will diminish the impact a little bit. But it won't make it go away. I mean, as volumes go down, it does create an absorption issue.

Our next question comes from Robert Dickerson from Consumer Edge. Robert Dickerson - Consumer Edge Research, LLC: Just a few quick, easy questions. One, I guess is just focused on the buyback. Obviously, you continued to buy back shares in Q3. So for your full year guidance, is there buyback -- is your buyback activity that's baked into your Q4 to get to your EPS for the year? B. Owens: Robert, we don't normally give guidance on a buyback. But the reality is that we've got a program that runs out at the end of the fiscal year, and there's a very little bit of authorization left. So I'll just leave you with those 2 facts. Robert Dickerson - Consumer Edge Research, LLC: Okay, cool. I appreciate it. I mean, I just ask again because I think I asked the same question at Q2 and I got the same answer, and obviously it drove a significant part of Q3. And then the other question is just I think you stated before that your expectation for fiscal year '12 cost inflation was 3-plus percent on the ingredient side. Does that still hold, or has it gone up little bit?

We just said that it was higher than this year. We haven't given... B. Owens: We haven't given any guidance for '12 yet. B. Owens: Okay, perfect. I'll pass it on.

Our next question comes from Vincent Andrews from Morgan Stanley. Vincent Andrews - Morgan Stanley: I just wanted to ask, are you seeing any variation in soup performance, either across different the retail channels? Or maybe another way to think about would be in different geographies? Are there any sort of interesting variances there that might be helpful? Then Craig, if I could just ask you if 31% for a tax rate for the fourth quarter sounds about right, that would be great.

Well, I think that there is definitely multiple-channel shopping going on. And as I said before, the stock-up trips are generally down across channels, and we're seeing increases in fill in. And we're seeing shopping increase in the first couple of weeks of a month based on when people get paid, but I haven't seen any differences per se across channels. There have been some movement to, although this has been like this for a while, to some of the discount channels. B. Owens: On the tax question, I think you should assume that this year's rate will be pretty close to last year's rate. Vincent Andrews - Morgan Stanley: So closer to 29% from last year. B. Owens: That was full year idea. Fourth quarter's a little higher than 29%, probably closer to your 32%. Vincent Andrews - Morgan Stanley: Okay, I'll pass it on.

Our next question comes from Robert Moskow from Crédit Suisse. Robert Moskow - Crédit Suisse AG: I guess the follow-up to Eric Katzman's question is if volume declines are becoming more of an issue, Craig, and it sounds like they might be, does that necessitate the need for something to really spike volume in the short term? Can you afford to keep kind of taking this what I think is actually a more rational approach of raising price and then hoping that volume stays stable?

I'll take that one. What we're doing here in our course correcting is we're going after profitable volume. And so therefore, the marketing programs we're putting out are designed to increase usage which will increase volume, but it will be profitable volume. B. Owens: So yes, the way I think about it is that we do have an adjustment and you see us going through that adjustment. And actually the cost dynamics are not so bad as I said, because the efforts on cost savings have been more or less offsetting the absorption issue. But make no mistake, the long-term goal is to get back into volume growth.

And the good news is, we're going to be lapping a period where we were more challenged there. Robert Moskow - Crédit Suisse AG: Right. So you don't see the need. You can keep to this rational strategy in the short term, and it's not going to require some kind of a rebound in volume to make your numbers?

No. B. Owens: Right.

Our next question comes from Andrew Lazar from Barclays Capital. Andrew Lazar - Barclays Capital: Denise, I'm just curious, going into the meeting in July, obviously our sense of expectations are very high just in terms of kind of getting a lot more of the answers, if you will, going forward and a lot more of the specifics around earnings goals, margin targets, specific sort of innovations and things. I guess I'm just trying to get myself set around what sort of expectations are reasonable to have in terms of how many of the answers are we likely to hear about? And sort of what level of specificity would be helpful?

Andrew, we've been working on our strategy for several months now and it's pretty comprehensive, and we intend to be pretty transparent about it. We're very excited about the possibilities for this company and anxious to share as much of the specifics as we can at this point. Andrew Lazar - Barclays Capital: Okay, and then as you shift, as you said, more going forward from renovation to innovation, I guess, do you feel -- as you've gone through that work over the last couple of months, how shackled does the organization feel or not, maybe by sort of a current plan configuration, how unbelievably efficient you are in the manufacturing of soup and the way you do it, are there things there that are just maybe too onerous to ultimately shift a little bit if you need to change the direction of where you need to go for the consumer in soup?

Actually, our organization has really rallied and is pretty energized by some of the things that are coming along. Every business is going to need a certain amount of renovation to bring news to the base, so there's still some intensity there. But I think that I've seen people with a spring in their step around here as we reignite our creativity.

Okay, so with that, we are going to end our Q&A session. Our hour is upon us. Thank you, everyone, for your participation on our third quarter earnings webcast. As a reminder, the replay will be available beginning in approximately 2 hours. If you're a reporter and have questions, please call my colleague, Anthony Sanzio. His number is (856) 968-4390. Investors and analysts should call me, Jennifer Driscoll, at (856) 342-6081. This concludes today's program, and you may now disconnect.