Good morning. My name is Angie, and I will be your conference operator today. At this time, I would like to welcome everyone to The Hershey Company's Second Quarter 2011 Results Conference Call. [Operator Instructions] I would now like to turn the conference over to Mark Pogharian. Sir, you may begin.

Thank you, Angie. Good morning, ladies and gentlemen. Welcome to The Hershey Company's Second Quarter 2011 Conference Call. J.P. Bilbrey, President and CEO; Bert Alfonso, Senior Vice President and CFO; and I will represent Hershey on this morning's call. We welcome those of you listening via the webcast. Let me remind everyone listening that today's conference call may contain statements, which are forward-looking. These statements are based on current expectations, which are subject to risks and uncertainties. Actual results may vary materially from those contained in the forward-looking statements because of factors such as those listed in this morning's press release and in our 10-K for 2010 filed with the SEC. If you have not seen the press release, a copy is posted on our corporate website in the Investor Relations section. Included in the press release is a consolidated balance sheet and summary of consolidated statements of income prepared in accordance with GAAP. Within the Notes section of the press release, we have provided adjusted pro forma reconciliations of select income statement line items quantitatively reconciled to GAAP. As we've said within the Notes, the company uses these non-GAAP measures as key metrics for evaluating performance internally. These non-GAAP measures are not intended to replace the presentation of financial results in accordance with GAAP. Rather, the company believes the presentation of earnings that exclude certain items, provides additional information to investors to facilitate the comparison of past and present operations. We will discuss our second quarter results excluding net pretax charges. The 2011 charges were associated with the Project Next Century program, and the 2010 charges were associated with this program, as well as the non-cash goodwill impairment charge. In the second quarter of 2011, we recorded a net pretax credit of $1.8 million and in 2010, a pretext charge of $86.2 million. Our discussion of any future projections will also exclude the impact of these net charges. With that out of the way, let me turn the call over to J.P. Bilbrey.

Thanks, Mark. I want to thank all of you on the phone line and webcast for joining us today. Before we discuss the details of our second quarter results, I'd like to give a brief overview of why I believe The Hershey Company will continue to be successful into the future. As the 11th CEO of the company, I believe that there's never been a better time to be part of the Hershey team. The decisions we made several years ago in the North American business to invest in the consumer, our brand and organization capabilities has enabled us to provide our retail partners winning consumer and shopper insights. This approach has provided us with the framework or roadmap for today's success. Our business model and strategy is sound and I feel it's being executed by the best people in the industry. I'm very pleased that we're working as a focused team and fully integrated business. Across the entire company, we have experienced leaders in place who have strong record of success. Our International business continues to progress ahead of plan and I'm satisfied with the disciplined approach we're taking to relate it to the investments that we're making in our organization capabilities. Our businesses in China, Mexico and Brazil are on plan and we're making progress in India. We like the growth outlook and prospects in these key markets, which are an integral part of our international footprint. Sales growth in these focus markets is solid and we're optimistic about the potential to accelerate our international presence behind our disciplined approach to organic investments, acquisitions or joint ventures. Our Insights Driven Performance initiative or IDP is delivering results in North America and will be fundamental to our knowledge-based approach. This proprietary process is enabling us to engage with select…

Thanks, J.P., and good morning, everyone. I am pleased to report that Hershey posted another quarter of quality results. As net sales increased greater than our long-term target with a good balance of growth in both the U.S. and other key markets. Retail takeaway and market share gains were strong. Leverage and some timing of expenses within SM&A resulted in 130 basis point improvement and adjusted SM&A excluding advertising. And we continue to be efficient in deploying brand support to generate top line growth, utilizing a blend of trade and consumer select programs. The second quarter sales gain of 7.5% was driven by volume increases including new products and net price realization of 3 points, primarily in the U.S. That exceeded expectations. Foreign currency exchange also added about 1/2 a point. In the U.S., volume also benefited from earlier-than-expected shipments to customers due to a change and the timing of their promotional calendars. These accelerated in-store programs were greater than expected and also resulted in higher trade promotion as we honored previously-agreed promotional price points. Halloween shipments in Q2 were in line with the prior year. Over the remainder of the year, U.S. category and Hershey growth is driven by a greater proportion of seasonal sales, which we expect will be within the historical category growth rate of 3% to 4%. Also note that in the third quarter, we will begin to lap the successful launch of Reese's Minis and Hershey's Drops, and we do not have a new product launch in that time frame this year. Turning now to margins. During the second quarter, adjusted gross margin declined 130 basis points. This is in line with our expectations and we continue to expect full year gross margin to be about the same as last year. In the quarter, higher…

[Operator Instructions] Your first question comes from the line of Terry Bivens with JPMorgan. Terry Bivens - JP Morgan Chase & Co: Just a question here on kind of the calculus between price realization, your volume growth and new products. I guess, you're signaling that the second half, you're going to see more of the price realization from your -- obviously, from your March pricing action. As we look through the second half, how do you balance the normal elasticity, the volume hit you'll take against the ongoing success of some of your new products like Reese's Minis and Air Delights. You confused me a little bit there by saying that there wasn't -- I know in the fourth quarter, you won't have a product launch like you had a year ago. But won't Air Delights essentially be incremental?

Yes. Terry, we believe Air Delight will not only be largely incremental. But if you even look back at Minis and Drops, we felt very good about the contribution it's made to our overall growth profile this year. And in fact, as we said, there will be some years where we're going to do a little bit better than others. We really look in our growth algorithm to have about 1 point of growth coming from innovation. And what's happened for us, it's very, very positive, is that both Minis and Drops have exceeded our expectations. And we want to make sure that even though we have a robust pipeline of innovation, we want to make sure that we're supporting that innovation on a going basis. And so carrying that one forward and the same with Air Delight, we would expect both of those to give a strong performance.

I'm sorry, the only thing I would add to that is, the comment around Drops and Minis was really more reflective of fourth quarter, which is when we launched it last year. But everything that's been said about Air Delight is absolutely true. In terms of the point that you around price utilization, we did mention that it was a little bit higher in the second quarter than we anticipated. But if you think about our third quarter, which is when we shipped almost all of our Halloween and even some of our holiday, it has the largest seasonal component. And so we've said in the past that price utilization would come more toward the end of the year, on our fourth quarter versus third being so seasonal. And then I did mention in my remarks that it was a bit higher in the second than we earlier anticipated. Terry Bivens - JP Morgan Chase & Co: Okay. And just to finish the point, of that 3% to 4% growth you're looking at, how would you characterize that between pricing and volume? Do you expect volume to be up for the year?

Certainly, we expect volume to be up for the year. The only -- the differentiator that we're making, obviously, the first quarter had the Easter and we're all familiar with that. And volume will be driven all year, but we will get the elasticity impact of the price increase. But for the year, we do expect volume to be up.

Your next question comes from the line of Judy Hong with Goldman Sachs.

J.P., as a newly appointed CEO, maybe you can share with us your perspective on, and how you're approaching the international expansion strategy. I think you talked about your satisfied with the discipline approach so far. But are there any plans to maybe accelerate an investment both organically and from an M&A perspective. Maybe you can give us also some perspective on what's going on with India, with some of the press comments there. So just in terms of if you can talk about your international strategy.

Sure. Let me just take a bit of a step back and go through several of the things that we've said, which I think will continue to be consistent. But obviously, the strong North American business is fundamental to our success. It's the engine that makes so many things for us possible. We really want to continue to expand our geographic footprint outside of the U.S. And when we talk about that, we're really talking about the most attractive markets for us where we can get growth, where there's, what I would call, lower cost of entry. There's not consolidated trade, not necessarily as consolidated the competitive set. And if the story is still really in the front of us in terms of overall market growth. So expanding our geographic footprint outside of North America, we continue to look at Mexico, China, Brazil, India and then, of course, Latin America and Asia would be the way we describe those as regions. The third pillar is to build a consumer relevant portfolio in both confections and as appropriate adjacencies that can also give us capabilities like distribution, and also could include everything from healthy snack bars and convenience all the way through nutritional beverages that might focus on dairy and proteins. So we're also very interested in looking at a broader portfolio. Innovation continues to be very, very important to us. And then we're going to look for ways to accelerate that growth both organically. So in China, we continue to expand our organization today and then, obviously, via acquisition or joint ventures, whichever is appropriate. So as you make the comment around accelerating growth, certainly, we have that at the top of our mind. Just commenting briefly on India. First of all, we have a great deal of respect for Adi Godrej and the Godrej family of companies. We think India is an important market and we'll continue to participate in the Indian market. How we participate there could potentially look different, but we feel very good about the potential of our businesses in India.

And just in terms of the acquisition potential, both from, I guess, from a pipeline perspective and then your decision either to go organically or through M&A, maybe you can talk about how you're approaching the framework there, one versus the other?

Well, I think that it's really parallel paths, so we continue to work on our businesses every day to make good choices and expand the business model that we think is replicable. And then we have a very extensive filter that we use to assess companies. And if we believe that there's one that's appropriate, or multiple companies that were appropriate, we'll run that through our normal process. And we're always open minded to that.

Your next question comes from the line of David Palmer with UBS.

It looks like you had 3 big trademark innovations over the last year or so, with the Hershey's Drops Reese's Minis and now Air Delight. And it seems like these new products are trumping the Pieces innovation from the year prior. Do you think that this pace and this sort of pace of new product news is going to be typical of The Hershey Company in the coming years?

Well, I think the thing that I would emphasize -- so first of all, let me start by saying yes. And the reason I say yes, it's important to reflect on what we've said about being a knowledge-based company where we're really going to be consumer-insight focused, really try to understand where our brands fair within the overall demand landscape. And so we're not going to be doing what we may at one time lovingly called stuff where we just had pretty rapid introduction of things and then they were falling out as fast as they were going in. Pieces continues to do very well. There is certainly interaction with the new -- the introductions that we've made. But they're doing well. And I'd also --there's a couple that you didn't mention Jolly Rancher Awesome Twosome is doing well and our IB Frost is also doing well. And I go back to my earlier comment, we want to really make sure that we're supporting each of these initiatives to make them successful over time. And in this kind of economic environment, one of the things that's obvious and we've certainly learned is our retailers have precious dollars to spend, and we need to make sure that each of these innovations are as productive for them as they are for us. So churn is certainly not something people are looking for, but real news around real brands that are sustainable.

Just of sort of related question, the gum category, there is a lot of energy in that category of few years back, innovation at that period. But that category seemed to lose it. They seemed to lose that energy. I know you don't have a huge gum and mint business, but do you have an opinion about why that was? Why that category sort of lost the magic? And is there any license here?

Well, I think the gum segment had a lot of innovation, a lot of news. And that would certainly -- driving the business to test for all of us, of course, is what the velocity per SKU is on an ongoing basis. But we feel good about our mint business, so we have a #1 position in mints. Mint grew very nicely for us from a share standpoint and contributed nicely. In fact, retail takeaway for us in FDMxCw, our mint was up over 13%. So we feel good about the things we're doing there. There's nice price realization for the retail and us in that category.

Your next question comes from the line of Eric Katzman with Deutsche Bank.

I guess with your background in international, J.P., I guess it's one of the advantages you bring to Hershey. I guess, I'm in a little bit surprised that there isn't a little bit more disclosure, like of the 4% volume growth in the quarter. How much of that is U.S. versus international? Or maybe you could kind of detail that. And then also, you're talking -- when you talk about the second half '11 category growth of 3% to 4%. Is that units? Is that dollars? Are you including international in that? Or are you just focused on the U.S.? It's a little bit -- I'm not exactly understanding what happened in the quarter with international so strong versus the U.S. market, and a little bit of kind of how we should think about the second half with these various swing factors?

Yes. Let me first talk a little bit about the International businesses. As you know, we don't break those businesses out separately. But if I refer back to the remarks I made earlier, at CAGNY, we were saying that in order to get to $1 billion in business, we were going to need to grow at about a 15% rate, and we've really been growing closer to 20% to 25%, and so we feel very good about that. Every one of our markets contributed to that growth and they were an important part of the growth of the overall company within the quarter. So we were very satisfied with the position of the businesses we have. I can tell you I'm very committed. With a number of my other colleagues, uniquely, I'm the first CEO of the company that started by running the International businesses at Hershey, I had a chance to run North America. So I've got a lot of sweat like a lot of other people in those markets. And I'm excited to see what we're doing organically, but I'm not satisfied that, that's going to be enough for us. And so we are going to try to accelerate our growth there to a number of different efforts. As you look at the back half of the year and, of course, the U.S. business is a significant percentage of our business, we have a good understanding of what we've sold in given the nature of the seasonality of the business, so you have Halloween, you have holidays significantly in there. And the other thing that may not be as obvious is the category slowed a little bit over the last 4 and 8 weeks. And so on some level, I think it's important none of us get out over our skis there as well. So the second half profile is simply very different than the first half. It's far more predictable, price points have been protected and seasonal, 2/3 of the seasonal business occurs in the second half. And that's not affected by pricing so you won't have the price realization affecting the dollar sales there. So those would be a couple of comments I would make around the profile of the business. And then I would just tell you that our International businesses, we hope continue to contribute at greater and greater levels.

Let me just, again, follow up on this briefly. If I take your CAGNY presentation and I look at the growth targets of that billion dollars, I mean, I think, the math works out given how much international you have. It adds about over time like 1% to your consolidated top line growth. So again, when you're talking about the 3% to 4% category, you're just talking U.S. and we should view anything international consolidated on top of that?

No, Eric, that's not way to think about it. Let me give you kind of a macro view, and then more important to the second of. So when we talk about the second half, we are talking about the total company and the seasonal component, well we do have Chinese New Year certainly is far, far bigger than the U.S. If you think about on more macro within the 3% to 5% that we talked about on a long-term net sales, we do think about being able to build growth certainly at the 3% to 4% category rate. And grow some share in the U.S., but at that 3% to 4% rate. And we do hope that we continue to get that 1 point that gets us closer to the 5% within that 3% to 5% range from the International business.

All right. That's helpful. And then just one last follow up and I'll pass it on. Bert, is it reasonable to look at the pricing because I thought Dave and you last quarter did a very good job of kind of laying out how pricing is going to flow through over the next couple of quarters. So basically, is it fair to summarize that the second quarter pricing was greater than you expected, that kind of stalled from the third quarter? But the fourth quarter is in line with what you were talking about when you kind of talked about situation last quarter?

Yes, I think that's the right way to think about it. We did have more price realization in the second, and we did certainly did expect it at the instantly consumable level C-store where it tends to change faster. Where we saw more price realization than we expected probably was in other pack type. And as you know, there's been an awful lot of pricing across a number of categories. So retailers perhaps are being was a little bit more aggressive on those things. But the third quarter is very seasonal, and J.P already mentioned price protected. So we expect a lull there not like the second and the third. And then as we get into the fourth, you'll start to see more price realization. There is less -- while the holiday does sell in the fourth, we do shift some in the third. And so we do expect a little bit of a rebound in the fourth on price realization.

Your next question comes from the line of Ken Zaslow with BMO Capital Markets.

On the price elasticity, just what was your expectation on the price elasticity? It sounds like the volume was the degradation or the volume impact was less than expected, why would you think that would change going forward?

In terms of the elasticity, I would say that it might have been a little better. It was not that different than our expectations. We did have in the quarter the volume, more or less, as we anticipated. It was a good mix of U.S. and non-U.S. growth. It's a little early to have real confirmation around what our model projections are, only because again it's early in the price increase. And you see it more on the consumable side. I already said that we sold a little bit more on packaged candy. But I think we're tracking more or less the way we expected. And by the time we get to the end of the year and you get past the seasonal price protected component, then we'll start to get a much better idea if we're tracking well against the model. But right now, we're not terribly different than we thought.

My next question is, J.P., I guess if you think about how you expect your -- is there any difference between how you think Dave managed the business and how you will. Is there any point that you could say, "Hey, maybe I'll go in this direction." I know it's a very general question, but is there a way that you could give us any sort of directional change? I assume, if you give us some representation of how you look at it going forward?

Well, let me make a couple of comments. First, Dave was great boss and he was certainly a great friend, he did a great job of leading the company. So in a number of ways, I hope there is some similarities, or at least if I'm smart, I should claim some. But there's really probably a couple of things to think about. First of all, Dave and I worked really closely together, and in many ways, because of the way he was so collaborative, we were co-architects of the number of things that we're doing. But there's really a couple of different areas where we might be different. And first, if you look at my background, after a foundation of kind of classical training at Procter & Gamble for 22 years, I spent a significant portion of my career working and living outside of North America and mostly in developing and emerging markets. So that's certainly one way we're different and so I probably think about those things differently than some people. In the second -- real difference is that I grew up in the business in commercial roles, and I began my career in sales. And both of this had a chance, I think, over the years touched most parts of the business through a number of different roles. So we both had really broad-based experiences in the business. So while we have slightly different paths, I'd say that we both have broad experiences in operating roles. Certainly, I'm probably, by default, more focused on some of the commercial and brand-building initiatives that we have, and I kind of like to describe myself pretty much as a general businessman. And I love the International businesses and the roles they can play in creating balance for the business. So I'm very committed to seeing the company, if I look back on what I hope to be able to leave as a legacy is that we've got the right international footprint and portfolio for the next areas of growth. And that's how I'm going to spend a lot of my time.

Any chance we'll actually see it break out of international growth, the international profits anytime?

Well, I can probably ought to let Bert say that, but I assume that if we get the right level of scale, certainly, that's where it would take us.

Yes. I wouldn't make any comment beyond that. It's really more of an accounting question. And certainly, as that business becomes bigger, we will provide more information.

Your next question comes from the line of Andrew Lazar with Barclays Capital.

First question, just around the gross margin. I wanted to make sure I heard you right on the commodity side. I think you've said that commodities were underfavorable by $25 million to $30 million. Was that absolute or net of pricing and productivity and things? Because if it's absolute, one would think that your 3% price utilization in the quarter could easily have covered that? So a little clarity on that would be helpful.

Yes, that's an absolute number on commodities. Now there's another component of what I'll think of as supply chain costs, which include -- we think of it as co- manufacturing. We do some packaging and some things outside, which also kept some commodity implication, which is a bit separate. But the margin itself in the quarter was more or less within expectations. It is a little lumpy the year. And we continue to expect that the full year will be about the same as last year. Productivity is a little different in terms of the profile. I did mention that we had about $40 million in the first half and that our outlook range being $75 million to $95 million, and we think we'll be toward the upper end of that, so it gives you a sense that productivity will be higher in the back half. And that's how we'll sequentially get back to more or less equal to last year. But the margin number was not that much different than we thought it would be.

Was the productivity more first quarter weighted? I'm just trying to get a sense of the gross margin shift year-over-year? I know it's against a very tough comp last year certainly.

Yes. We're a little bit more in the first quarter than the second and within that $40 million that we talked about for the half.

Okay. And then just a follow up on elasticity. I know so far it's early, but more or less in line with what your models said. Do the models assume though that elasticity should be more reasonable sort of this time around versus the price increase a couple of years ago, just because, obviously, you've done a lot around your brand and spend around reinvestment, innovation, the step-up in the sales force and various channels. So I assume the elasticity, the models might suggest something different by the way you're planning, or maybe not, but I'm curious on it

Yes, I think that's a good observation, Andrew. And while the methodology is fairly similar, we do look at it by brand and by channel impact type and such. You point it right, I mean versus the 2008 price increase, our business is certainly better supported than it was at that time in terms of advertising levels and the like. The economy I think is the wild card frankly, that while in 2008, we were sort of in the midst of the financial crisis. We're still a little cautious on the consumer perhaps, given unemployment levels. But the model does reflect those differences in the support of the business. So that's a good observation.

Last thing is just -- I think, you'd probably say it's just too early for this. But as we think out to 2012, at this stage, are there a couple of things even preliminary or directionally, that you kind of know will be sort of change factors one way or the other? In other words, we know you've got fuller slate of the pricing coming in next year, so we kind of factor that in. Is there any way to get a sense of broadly of your full basket of commodities? Is there going to be huge step-up one way or the other or other things that we might not be able to see at this stage?

Yes. I mean this is not the time of the year that we talk a lot about 2012, and we will as things develop. You already mentioned the pricing and you're right. The lion share realization does come next year. And we're certainly -- we expect that commodities will continue to be a headwind next year, that's the way we think about. The cost basket will get more detail as we get further into the year. But having said that, we're not thinking any differently about our long-term targets as we get into '12.

Your next question comes from the line of Chris Growe with Stifel Nicolaus. Christopher Growe - Stifel, Nicolaus & Co., Inc.: I just had 2 questions for you. One was a bit of a follow up to Andrew's question on the gross margin, which is, is there any change to your cost inflation in the second half of the year? Something that could be different there that can affect our view of the gross margin there?

No. I mentioned that the outlook really hasn't changed much from Q1 when we last spoke. Productivity is a little bit more back-end skewed, but we expect sequential improvement based on that and to end up the year with what we've been saying all along, which is more or less with the gross margin ratio similar to last year. Christopher Growe - Stifel, Nicolaus & Co., Inc.: And then a question for you on the second quarter, the one just completed, you had your Air Delight shipments at least in part in the quarter here, you had -- there was a comment about the change in promotional timing. And of course, you also had international growth. It looked quite strong across the various markets. So if you really dug down underneath that, I'm just curious is the underlying volume growth rate in the U.S. maybe a little softer than you expected but you had a couple of things that help lift that? Or are there a little more detail you can give on those factors that helped the second quarter?

Yes, what we mentioned in some promotional activity that came into the second, probably would have occurred in the third, really if you go back it kind of offset what we talked about between the first and the second. As well we got a little bit of that, so it was a little bit neutral to the quarter but comes out of the back half. In terms of underlying business, while certainly there's been a strong contribution to the U.S. business from the new products, because Minis and Drops continue to perform well and we did have the pipeline and the launch around Air Delight, the underlying core business continues to be where we expect it to be. Christopher Growe - Stifel, Nicolaus & Co., Inc.: And was there a benefit from Air Delight, is that a large benefit or a quantifiable benefit for the second quarter?

Well, you do get some of the pipeline still. And obviously, without a lot of the takeaway, yes. So yes, there are some for sure. Christopher Growe - Stifel, Nicolaus & Co., Inc.: Is that a point of growth though or is it something less than that.

We're not really going to comment on the amount that it impacted the quarter.

Your next question comes from the line of David Driscoll with Citigroup.

J.P., congratulations on the promotion to CEO, well deserved. I want to follow up on the second quarter and third quarter commentary. So just to make sure, Bert, second quarter, it had a 1.5 volume shift into the first quarter, and you told us about that last time. And that was supposed to be a negative headwind on second quarter. Then you had an offsetting impact of third quarter volumes shipping into second quarter of an equal amount. So far, if I'm saying that right, then it sounds to me like third quarter revenue growth, that's the place where the negative is going to show up. We're going to see a lower revenue growth in Q3 versus pretty much any of the quarters in the year. Is that right?

No. I don't think I would think about it exactly that way, David. But first, let me talk about the first comment that you made. The shift first to second, third to -- or second to first, third to second, if you will. They're approximately equal, not exactly, but approximately equal. And really what that was is we had a couple of large customers decided that they wanted to run some price protected program sooner, and we work with them to be able to have them do that. The third quarter, although there is a little bit of a shift there, is very much a quarter that has a larger seasonal component, because we shipped almost all of the Halloween, which is a large season, and then we also shipped some of our holiday. And so we wouldn't read that necessarily that, that really puts all the pain on the third quarter versus the rest of the year. But the shifts ware approximately equal.

Okay. And then the final comment on the pattern issue is that, you said advertising spending of 8% in the third quarter, and that suggests some EPS pressure in the third quarter, and I think that's the reason why in said most of the growth is fourth quarter?

Well, there are 2 things. We said, I think advertising was higher in the first because you know we have some new brands, we have Syrup and I think PayDay being advertised as well. We started to advertise Minis and Drops. So the first quarter had a higher than mid-single digit rate. And then the second quarter was in the mid-single digit. So we expect to finish out the year. I did mention though that SM&A was lower by 130 basis points in the quarter. And that some of that was timing, it's not advertising related, but it is other programs that will be in the third quarter.

All right, that's clear. J.P., back to international, I want to pickup on Judy's comments on Godrej in India. There's press reports that specifically state that this thing is going to get dissolved. Your press release today didn't actually say that. It just said that you took a write-off on it. I'm confused. Is it dissolved? Are you still -- is the JV ongoing, is it going to remain ongoing? And how is that business going? I don't think that you've launched the number of the Hershey brands on that joint venture, and I'm just kind of curious just to understand kind of why and what's the strategy?

First, what I would say is that the write-off for impairment you're talking about actually was in the previous period not this period. And I want to make sure that I'm not making too many comments around our joint venture relationship, it's just a matter of policy, we frankly don't do that. Certainly we've done our share of learning in India, but we think that the brands and the position that the joint venture offers us certainly is a good starting point. So I'm not going to make comments to predict anything about that particular relationship, but what I would come back to you and say is that we continue to believe India is a great market. It's a market we want to participate in. I think the story in India is a longer one than, say, compared to a China. So I think patience is going to certainly be a virtue there, getting it right. Many of our brands there are co-branded between Godrej and Hershey. And one of our largest brands there, Mahallato [ph], which is a chocolate sugar confectionery type brand, is one that we probably made some positioning errors, I would say, in changing sizes and some things that didn't work to our advantage when we were in an increasing sugar cost environment. We've reversed those. We had a very good second quarter. The business had a lot of traction. And we felt good about that. So those are just a couple of comments I would make there around the Indian business. But we like the market certainly.

Did Hershey bid on the -- and I don't know if I'm going to say this right, Hsu Fu Chi that's the business that Nestle just bought, I believe a 60% stake in. Were you guys involved in the bidding? Or was the CEO transition -- J.P., did at anyway did that prevent you guys from getting in on the bidding process there.

Well, as a matter of company policy, we don't comment on M&A or acquisition by others. Certainly, we were aware Hsu Fu Chi and we are very excited about our potential in China, and one acquisition by another company certainly doesn't change our outlook on the market. And as you know that company had a number of different pieces to it. So what I would tell you is, is that we continue to have our head down in China looking for opportunities and we're growing nicely there.

Your next question comes from the line of Rob Moskow with Crédit Suisse. Robert Moskow - Crédit Suisse AG: I noticed that you made a little side comment about the end of second quarter. You thought that you saw the last 4 weeks the category slowing a little bit. Can you give us an order of magnitude about what your data is seeing, I didn't see much of a slowdown. And then secondly, can you also comment on the price realization at the shelf. The data I saw indicated that retailers were keeping prices pretty high, or maybe even raising prices higher than what you were charging them. I saw price realization up around 8%. Is there any risk that retailers go ahead and raise price ahead of the fact, even though that you're price protecting them?

Well, let me just kind of give you an FDMxC view on what we're seeing in terms of the category. If you look at the 4 weeks ending in June 11, we saw the category was up about 2.3%. It bumped up a little bit higher than at the end of 7, 9 and then if you really do a weighted average of the last 8 weeks, it's about plus 3.3% and the category had been running a little bit higher above 4% prior to that period of time. So we're just seeing a little bit of moderation there.

Rob, your point on price realization, I think, what I mentioned was we certainly were expecting it. In a similar business a lot of that being C-store related. We did see more price realization on other pack types, and that was the part that was a bit [indiscernible]. I mean, retailers set their own prices certainly with respect to how they manage their businesses, with or without our price protection. We protect price as we've agreed on certain merchandising event that have a demand curve behind them, and those are agreed upon before pricing. So they certainly can set their prices different than whatever is price protected. Robert Moskow - Crédit Suisse AG: Do you see that happening in the marketplace right now that they are actually...

I think we've seen a little bit of that, but again, there's been a lot of pricing in a lot of categories. And so perhaps, retailers are moving in that direction a little sooner than they might have done in the past.

Your next question comes from the line of Alexia Howard with Sanford Bernstein. Alexia Howard - Sanford C. Bernstein & Co., Inc.: Just wanted to ask J.P., you opened your comments this morning with a reference to the insight-driven performance program. I'm just trying to get a handle on how much more meat there is from programs like that. It seems that strengthening of relationship through improving category management practices have been a theme of Hershey for the last several years. So perhaps you could tell us a little bit about what's different about the new program, maybe some examples of the kind of insight that you're now able to generate that you weren't able to before. And kind of how many innings through this process are we, particularly, now that I think you said that you've picked up the category captain via the larger U.S. retail relatively recently.

Yes. First of all, as you know, The Hershey Company has been active in the category captain for a number of our retailers for a long period of time. And IDP is one element of the next generation of category management, but it's really even broader than that. But what would really be great is that sometime when we're altogether we can talk in more depth around IDP because it's going to be a fundamental piece of our business going forward for a long time. So we could do a justice in that environment probably more so than the call. But what it really does is it establishes a different kind of relationship, where we're talking far more from a longer-term strategic standpoint about how do we create and yield demand opportunities between shoppers and consumers. It really links retailer strategies with our category strategies. And then it enables us to invest in research that's mutually beneficial to all of us based on some of the insights that we have. So a lot of the spend we have rather than going up ourselves and say we're going to go learn about consumers and then go tell somebody about it, and there's a transaction. This is really a collaborative approach where we really make decisions around those investment dollars. Together we decide what the research looks like and it's a far more harmonized in strategic relationship and it's longer-term or some of the things we agree to do, we're doing over time. So that by the time you get to the point of, the items you're going to sell, the innovations you're going to make, they're well understood by everyone, and it's less about the transaction, and it's more about the next logical step and solutions you're providing to both consumers and also to shoppers. So it's really been a powerful tool for us because it's changed the dialogue we're having with a number of customers, and it's changed our role in the store in some instances, and they go even beyond our category, but certainly benefiting our category as well. So we're excited about it. It's the way we run the company and it's part of us creating scale around intellectual capital and being a knowledge-based organization.

Your next question comes from the line of Bryan Spillane with Bank of America.

Just a quick follow up on some of the comments you've made about gross margins in the second quarter. I just want to make sure that I'm understanding it correctly. Cost inflation or input cost inflation came in roughly in line with what you were expecting. And net price realization was a little bit better than you thought. But I guess the difference, and cost savings were where you thought, but the reason why gross margins were still sort of in line with what you were budgeting was because the mix was a little bit negative, is that right?

Well, not so much the mix. If you think about the quarter, Bryan, we certainly would have expected some volume impact and between gross and net in terms of higher trade promotion that works way down to the gross margin line. And so in our case, it's more around some of the seasonality around productivity, which I talked about. And in the back half of the year, we expect to have a bit more of that where we'll get some sequential growth. So it really was not so much about mix. In fact, the Instant Consumable business, which is our higher margin business and you see that in sort of the takeaway numbers in C-stores was actually pretty good.

Your next question comes from the line of Jon Feeney with Janey.

I just wanted to dig in a little bit, following up on elasticity result. When you talk about your elasticity model, the one area, I mean, obviously, it's been great and the architecture and category attributes are great. If there is a concern over the next 12 months it's at a category level, elasticity maybe start to bump in to salty snacks and other things in the store where -- I don't know how to think about the interplay because clearly confectionery has been realizing price better than others, and actually that runs into adjacent categories. And if Hershey's ever had problem in the past, in my view, that's kind of been it. So I specifically want to ask, does your elasticity model capture, first of all, the relative performance of the confectionery category versus other categories as far as pricing goes to the consumer? And secondly, does this time around, your Hershey specific elasticity model sort of capture that Masterfoods is already out there with announced pricing in a way they weren't the last time around?

Jon, we do some of the -- some of the modeling does take into account, obviously, how the products interact with other categories packaged foods. But I would tell you that the majority of the emphasis really is on a brand-by-brand, channel-by-channel and pack-type analysis. We do, obviously, take into consideration and we've already talked about it a little bit earlier, the support behind the business that we have today versus where we might have modeled it previously and what we learned about the actual elasticity versus modeling in the previous increase. But not nearly, I think, the level of emphasis that the way you tried to explain it versus the other categories.

Jon, there's a couple of interesting things that might get to a bit of your question. But interestingly, both chocolate and non-chocolate over the last quarter have seen increases in household penetration. So chocolates had a 1.1 point increase in household penetration, chocolates been about the same. If you look at the balance of the snacking categories without calling out anything specific, those 2 would certainly be at the top. The other thing that's interesting is that we're seeing is that trips for buyer and dollars spent also in our category is doing quite well. And then also in terms of the total dollars spend, we're seeing that being the same actually. And so, with increased frequency, that's one of the things that's really helping us. You'll probably see that more within convenience early than any place else. But in terms of again, the robustness of the category, it really puts us in the pretty advantage place and some of that data is quite encouraging.

Your next question comes from the line of Eric Serotta of Wells Fargo Securities.

Most of my questions have been answered at this point. But I wanted to revisit the second quarter gross margin question. It looks like your gross margins were -- you comment today your gross margins were done pretty much in line with expectations. Could you sort of help us bridge what some of the drivers were of the gross margin decline other than the input cost inflation which you quantified?

Yes. It's not really, Eric, in terms of trying to give you something that was a bigger driver, it really does come down to we had volume and some price realization and we did have some productivity, which more comes in the back half than the first. But simply, the cost impact in the quarter in terms of commodity inflation, which is not dramatically different than the first was greater than what we were able to offset it with our productivity programs. So for the most part it really is that, it may feel a little bit lumpy during the year but as we get greater productivity in the back half, we expect that sequential improvement and end up the year just as we've been saying all along. So it's really are the same drivers that you talked about.

Well, I guess what I'm getting at is were you at all disappointed that the slightly better-than-expected volume and maybe earlier-than-expected price realization that you saw during the quarter, didn't translate into perhaps some better gross margin performance and some better EPS upside than what you actually ended up posting?

No. I wouldn't say so. I think while we would all like it to be a lot smoother, it wasn't a lot different than we anticipated before the quarter begun. And our view was that we would get that sequential improvement in the back half.

Okay. And then as we look to the back half, is it fair to say that you're expecting more fixed cost leverage even though volumes are going -- you know you're going to feel some elasticity impact, you're going to have a some greater productivity savings than you did or productivity savings are going to ramp.

I'd say on balance, I think, that's true. Certainly, we've already mentioned the productivity has a bit of a skew in the back. And the volumes around the back half of the year, a bit more predictable, that they're being the higher seasonal component. So I think that would be the case.

Your next question comes from the line of John Baumgartner with Telsey Advisory Group.

J.P., 2 questions. I think, first, internationally in emerging markets, given these investment in those emerging markets and then I guess the time required and your experience with that ROI, is there any sort of time horizon you may have where we might start seeing material profitability out of those investments? Are we 3 years away, are we 5 years away, 10 years away? Just trying to get a feel for that. And then secondly in the U.S., just curious, any thoughts on the premium chocolate segment. I know a few years there was quite a bit of focus behind the Starbucks and the Scharffen Berger and the Bliss. And I guess since then it's really kind of fall off as a talking point. I mean is that no longer a relevant area of focus for you? Is it just sort of a tighter discretionary spending here in the food economy?

Well, let me take the first question. We don't put a specific time line around what those businesses would look like. What we're really focused in is having the right business model in place, investing in the brands and ensuring that we're committed. So there's been some times in the past we've had forays into some markets, but I would say that our commitment level hasn't been as high as it should. And then, of course, how you do it is important as well. Whether you're doing organically, whether you have an acquisition that's attractive from the very beginning, or sometimes joint ventures offer some of those benefits as well. So it really would be almost impossible to talk about it in term of timing. I really think about in terms of making the profitable investment -- making the appropriate investments and brand building. And we talked a lot about a disciplined approach. Don't read that as a timid approach but read it as a very thoughtful and balanced approach to ensuring that we're building a solid portfolio for our business. The second point around premium is the premium segment is about 6% of the total Chocolate business. We think it's important to participate in premium, as premium is looking as though it's starting to grow little bit again, but recall in trade-up in premium, it's about flat. 90% of the volume is really for the category and the mix of our wheelhouse and we've continued to really insure that we've made investments that are sustaining on those brands first. But going forward, we continue to think about the importance of premium, and we'll participate there.

6% of the chocolate category.

At this time, there are no further questions. Gentlemen, do you have any closing remarks?

Thank you for joining us for today's conference call. Matt Miller and I will be available the rest of the day for any follow-up questions that you may have. Thank you.

Thank you.

Thank you. This concludes today's conference call. You may now disconnect.