Please stand by. We are about to begin. Good morning and welcome ladies and gentlemen to The J. M. Smucker Company’s Second Quarter 2008 Earnings Conference Call. At this time, I’d like to inform you that this conference is being recorded and that all participants are in a listen-only mode. At the request of the Company, we will open the conference up to questions-and-answers after the presentation. I will now turn the conference over to Mr. Mark Belgya. Please go ahead, sir.

Good morning everyone and welcome to The J. M. Smucker Company’s second quarter 2008 earnings conference call. I’m the Company's Chief Financial Officer. Thank you for joining us this morning. Also on the call, from the Company are Tim Smucker, Chairman and Co-CEO; Richard Smucker, President and Co-CEO; Vince Byrd, Senior Vice President Consumer market; Steve Oakland, Vice President and General Manager, Consumer Oils and Baking; Mark Smucker, Vice President International; and Paul Smucker Wagstaff, Vice President of our Foodservice and Beverage Markets. After this brief introduction, I will turn the call over to Tim for opening comments. I will then review the financial results for the quarter and Richard will provide closing remarks. At the conclusion of these comments, we will be available to answer your questions. If you've not seen our press release, it is available on our web site at www.smuckers.com A replay is available on the website in down loadable MP3 format. If you have any follow-up questions or comments after today’s call, please feel free to contact me or our new Director of Corporate Finance and Investor Relations, Sonal Robinson. Sonal has been with the Company for 14 years and held several positions in our finance and accounting organization. Our most recent addition was Director, Shareholder Relations. I would like to remind you that certain statements in this presentation and during the question-and-answer period that follows may relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. I invite you to read the full disclosure statement concerning such forward-looking statements in the press release. I also want to point out that the Company uses non-GAAP results for the purpose of the evaluating performance internally. Additional discussion on non-GAAP information is also detailed in our press release. With that, I will turn the call over to Tim.

Thank you, Mark and good morning everyone, and thank you for joining us. I would like to begin by summarizing key highlights for the quarter. First, we continued to execute our strategy of owning and marketing leading North American Food brands, acquiring the rights to the Carnation milk business in Canada. This acquisition adds approximately $50 million in annual sales increases our revenue in Canada by 20% and is complimentary to our recent Eagle acquisition in the can milk category. Second, we achieved the highest quarterly sales and earnings results in the Company’s history, at a time, our record high commodity cost. Sales were up 23% for the quarter, with all business areas realizing increases and non-GAAP earnings per share were up 10%. Third, we essentially completed the integration of the Eagle acquisition during the quarter. In the less than six months, we integrated multiple locations and our projections remain on plan. By January, we expect to begin to recognize synergies associated with transitioning the Columbus headquarters. And finally, we entered this year’s fall bake period, with strong multi brand promotional programs both in the U.S. and Canada. This multi faceted marketing event in the U.S. incorporates nearly all of our major brands and focuses on the consumer under the theme of Meals Together, Memories Forever. Let me briefly comment on our business performance. We had a good sales growth in our U.S. retail segment as acquisitions and new and existing products all contributed. Sales of the Smucker’s brand were up as fruit spreads continue to gain market share. We introduced a new advertising campaign in August design to remind consumers that the brand stands for quality you can taste. We also realized another strong quarter from Jif, and Uncrustables continued its impressive growth trend. In the Oils and Baking…

Thank you, Tim. Sales were up 23% for the quarter, excluding the non-branded Canadian businesses divested in September of 2006. Excluding the impact of Eagle, sales were up nearly 9%. This increase in sales was primarily attributable to price with volume mix, foreign exchange, and smaller acquisitions also contributing. Growth was led by our by our Smucker’s, Jif, Pillsbury and Uncrustables brand, a strong performance in foodservice and a contribution of the acquired Carnation and White Lily businesses. In October, we resumed promotional activity for Jif contributing to its strong quarter. We estimate the incremental sales for the quarter was approximately $5 million to $7 million comparable to last quarter. A competitor out of the marketplace the last six months returned during the second quarter. Although our momentum is strong, we do not expect peanut butter sales to be able to continue to experience the kind of year-over-year increases we have enjoyed now that the competition has returned, or would expect to return to more historical growth levels. GAAP earnings per share were $0.87 this quarter and $0.80 in the second quarter of last year, including restructuring and merger and integration cost detailed in our press release. Excluding these charges in both years, earnings per share were $0.91 this quarter and $0.83 in last year’s quarter, a 10% increase. Operating margin for the quarter excluding charges declined from 12.8% to 12.3%. Gross margin for the period decreased approximately 110 basis points excluding charges, reflecting the impact of higher milk and wheat costs. SG&A costs as a percent of sales, decreased from 19.2% to 18.6% as corporate overhead expenses increased only 3%. Well below the top-line growth rate. It is important to note that we are able to deliver overall lower SG&A for the quarter despite a 23% increase in our…

Thank you, Mark and good morning everyone. As Tim mentioned, we had another record quarter with solid sales and earnings growth. It comes down to the execution of our strategy. Our recent acquisition activity as provide the Company with the number of strong complementary brands and reinforces our strategic focus on leading brand. Our recent financial performance has been gratified since we have been operating in such a challenging cost environment. I am sure will hear similar discussion from other food companies that you follow. But what we are seeing is truly unprecedented. Last year, we told you there are costs for fiscal 2007 were up $30 million. For fiscal 2008, we indicated that they would increase an even greater amount than last year. Since then cost have continued to rise and we are currently expected an increasing cost of $150 million over last year. While about one-third of the increase is in milk, which is not included in last year’s numbers, you can understand the magnitude of the cost that we will continue to have to manage. Over the long-term, cost will stabilize, but likely at levels, well above historical averages. In response to the rising level of cost, we continue to implement price increases. For example, we recently announced price increases on peanut butter, toppings, oils, and flower, which will take effect in the third quarter. At the same time, we support our brands as evidence by the significant increase in market spending this quarter compared to last year. With the long-term view that we take, we are willing to do what is right for the brand since we are leaders in most of our categories. In summary, we will continue to implement our strategy. Second, we achieve the highest quarterly sales and earnings result in the Company’s history. Third, we have essentially completed the Eagle integration. And finally, we are off to a good fall bake period. We have spoken at great lengths regarding our cost challenges. However, we remain extremely confident in our brands and the opportunity for growth that they offer. Thank you for you time and we are happy to now answer your questions. Question and Answer

Thank you, gentlemen. The question-and-answer session will begin at this time. [Operator Instructions]. Our first question comes from Eric Serotta with Merrill Lynch.

Good morning.

Good morning, Eric.

Good morning, Eric.

First of all, the $150 million in input cost inflation this year that you are looking at, seems pretty staggering, particularly in relation to the $30 million increase last year. You mentioned about a third of that is milk. Can you give us some context as to how much of that you expect to be able to cover with pricing productivity, mix improvement and the like?

Eric, this is Mark, I will start and then some guys can jump in. I guess if you take it from a higher level view, I think our first line of defense if you will is price increases. So, as Richard mentioned we have a number of those going into effect in the third quarter. Again, we have looked at our overhead spending, again indicative of what we performed as a way we can offset some of that as well so that we will be a key driver going into the back half of the year, but price I think is probably the way we recoup the majority of that.

And do you expect to recoup the majority of that this year?

We do, as you see the first half of the year we have been able to cover a good portion of those costs but we still have some costs yet to cover. We still have a number of ways to do that including pricing and looking at our costs within the company. But, yes we do expect to cover those.

Okay and I noticed that you didn’t make any comments in… I didn’t see any in the press release or didn’t hear anything in the call about your longer term topline and bottom line growth targets of 8%, each… I presume that you are maintaining those long term targets. There has been comments as to whether you expect to achieve those this year.

This is Jim. Actually we are committed to the long term targets but as you know we don’t give annual guidance and so we are committed to it long term. Just to note that, just received some information recently, we looked at it over the last five years, our sales have grown significantly. Our sales portfolio, are up by about 250%. Our earnings per employee are up about 400% and also our employees based are up 40%. So, clearly that is where we’ve been very efficient. And that’s the time, we’ve had 9 acquisition and 10 divestitures. So, we really are delivering our long term approach and that’s what we are and we really think… we are in this for the long term and committed to long term growth. We don’t think it’s productive to annual guideline.

Great. And just one housekeeping item. I was a little bit surprised about the year-on-year gross margin decline considering the substantial benefit that you had in the quarter from the divestiture of the Canadian business. Can you give us a little bit of a bridge on gross margin year-over-year to what some of the factors were? How much costs, offset by improved manufacturing efficiencies, offset by the Canadian divestiture, all sort of bridge the gap between last year and this year?

Well I will bridge some of it. I don’t think I’m going to find that level of detail but I think one thing and I don’t believe we didn’t comment on the release, but to keep in mind, the divestiture the Canadian business did have a significant impact on our last couple of quarters, but we actually lapped that during the quarter. So, we only got about 6 weeks of benefits from that. That was actually divested in September ’06. So, that wasn’t quite the same effect that we are seeing in the two prior quarters. I think, probably the other key thing is just some of the cost increases have really driven the majority of that decline.

Okay. Great. Thanks a lot. Good luck.

Thank you.

Thank you.

And we’ll go next to Christina McGlone with Deutsche Bank.

Good morning.

Hi. Good morning Christina.

First, just a housekeeping item. Mark, what was sales growth excluding acquisitions and divestiture and foreign exchange, basically your core sales growth?

6%:

6% okay. And then I guess given this amount for none of cost inflation. It definitely seems like there is a lot of pressure continued to grow the top line and I’m curious what you are seeing in terms of pricing and consumer response to pricing with the economy slowing. If you are seeing any sort of trade down to private label or any kind of demand destruction and it seems like we may have seen at a little bit in Crisco given sales were down with the… despite all the pricing taken on, I am assuming volumes really helped pretty significantly?

Hi Christina, this is Vince. I would say that as we said in the first quarter, typically when we take a price increase, for example, and we lead with whether it would be fruit spreads or peanut butter, there is typically a volume implication in the first few months. But it sometime within the three to six month either competition follows and then closed at that gap back. It’s not as far to get price increases through as it once was, obviously, because all companies are experiencing price inflation. But it has affected some volume, but that does typically come back over time. Now, I will let Steve talk to his business.

Sure. Hi, Christina, Steve Oakland. The two businesses most impacted by this was a flower business and the Crisco business. And those businesses are very promotionally sensitive and very elastic. So, it’s very easy if you are not careful to led the topline run your coverage out, and we did not allowed that to happen. And Crisco took it in the topline, didn’t take in the bottom line. It’s unprecedented for us to have a price increase during fall bake and we have one of those December 3 this year on both business. So, we past on some volume early in Crisco. I think we’ve got a price variety for the right amount of volume and the right margins, and our Thanksgiving business looks really solid, but you are going to see some bumpy topline as we managed through as the leader in that business we leave with price, you are going to see some bumpy topline through this.

Steve, how come it gets better in the second half.

I just think as we look the competitive set appears to be changing. I mean, these are costs just we are experiencing. I mean, we chose not chase the topline maybe some other folks did, and so, it appears that there is more opportunity for us at our new pricing as we go forward.

We are also… this is Richard. We are also seeing now that private label usually lags. We are now seeing private label in several categories starting to catch up in terms of taking price increases, and we think that will bode well for us and lower the gap in the future.

And they are substantial, the changes in a quite a little flower and oil or substantial.

Okay. And then in terms $150 million cost headwind, does that the year-over-year comparisons with that get worse as the year progresses? Or is it pretty much what we saw this quarter. What you absorbed this quarter is what the magnitude we will see the next few quarter?

I think it for the most part, it obviously various little bit business-by-business in the broad scheme. It is pretty even between first and second half of the year.

Okay. And then in terms of marketing the same way, was this an extraordinary bump and then we won't see as much of bump in next two quarters, or is it going to be sustained at these levels?

We want to sustain it as much as we can. So, we really look at the long-term.

Okay. And then your last question, Tim in your comments you talked about short-term volatility. Why do you think it’s short-term? It seems like there is number of structural changes that are keeping this commodity prices high for more than the short-term?

Christina, I think maybe there was a misunderstanding. I think, Richard commented that we expect that cost would stabilize over time, but they probably will settle in, up higher than the historical average.

Okay.

What was your question?

It was in the press release. Tim, called it in the press release. He said commodity cost pressures remain. We anticipate further price increases as we navigate the short term volatility?

Well I think that we do think that as we said here that we have hopefully seen the peak year and everybody is experiencing the same thing. So, but short-term, we were taking response to short-term and we think that it will be followed by our competitors.

And Christina let me go back to the marketing comment, just so we are clear as I think we said in the script. We do look at all our options to help cover our cost and so we will be looking at some of the marketing budgets for example in the back half for the year, but no decisions have been made at this point.

Okay. Thank you very much.

You’re welcome.

We will go next to Farha Aslam with Stephens.

Hi. Good morning.

Hi Farha.

How is pressure in the heart of fall bake now? Kind of what are the trends you are seeing and how are competitors pricing there product particularly in the cake mix compared to your levels?

Hi Farha, Steve, I think frankly cake mix is a little more optimistic than normal. Usually that business is pretty… it is competitive as always, but we don’t see an increase in activity there and I think everyone is facing the same cost challenges, but really the cost challenges are in wheat and then soybean oil and then a cake mix is really sugar, coco colligate overhead flour and really does impact that category like it does back flour or like vegetable oil. So, I will say these categories are more normal statements.

And then would you share with us how competitors are reacting. Are you following pricing of competitors in flour or are you leading at and what level of pricing are you taking?

We have led, I don’t know, we’ve done it from a number two position in flour and they have just been low double-digits.

And do you anticipate competitors to flour or how longer for that?

We do. And there is a lot of trade spend in these categories. In fact for the first time in the weeks of trade out of the cake mix business in the back half of the year. So, list price is misleading, we are seeing promotional retails up dramatically over last year both in cake mix and flour. So, that tells us that it is a combination of trade spend and price, but it’s really what net realize price that manufacturing gets. So, we are seeing those price points going up.

And when you look at oils. You discussed that you had some coverage going through this fall bake period. But beyond that you hadn’t commented on your coverage versus your pricing. Kind of what type of pricing are you taking in oils and will that be adequate to offset the current inflation in oils, that you're seeing?

Yes. I think it will over time. We are… our coverage matches our pricing that we've got out there and we have a price increase December 3, in Crisco and we do see that, that business has been competitively priced very low early this fall day. We were kind of surprised by that, we stayed out of that. It will probably cost us some top-line early and that’s obvious in the IRI numbers. But, from what we see price point competitive wise for the back half were encouraged by the back half for Crisco.

Okay. And my final question is; when you look into the back half and look at your commodity costs, that $150 million, is that just base off the future curve or kind of where you would expect your realized costs?

It’s our expense realized costs?

It’s our expected realized costs?

The future curve would be much worse than that.

Okay. Great. Thank you very much.

[Operator Instructions]. We’ll go next to Chuck Cerankosky with FTN Securities.

Good morning everyone.

Hi, Chuck.

Get back to price increases. I want to ask about it from a different perspective. Are you looking at the different product lines of in very different ways. So it sounds to me like on the Crisco side you were willing to protect margin and give up a little share of the Private Label. But are you having to think about some of the other branded products differently?

This is Vince. I guess we look at each product what on makes it stand on their own if you will and it was a leader or the number too typically we’ll look at leading those pricing actions. Sometimes competition will go ahead of us but, and as Richard said we are out there with other increases this month or next month.

Is that a correct view on Crisco that you were willing to give up a little bit of market share to maintain margin, because you are the leader.

Yes. That’s clear, and I think we look at this on a longer term basis and we have a commitment to the company for both top-line and bottom-line and we're going to balance those two things.

But I think that as I think will be said before. This is Tim. We look at share as the long-term prospect. So, when you say we give up share, our goal is to grow the share, so we don’t look at share bumps, short term as significant. We are looking at it for the long term business.

Chuck, this is Richard. I think you are right in the sense that every brand and every product category is a little different. Obviously, oil is a very price driven, very volatile, very promotable area where maybe fruit spreads and peanut butter would be less, so we do reflect a little different.

How would you characterize the retailers receptivity to price increases as they think about their customers and also their willingness to promote their own private brands?

Well, I think that as I said earlier, certainly they don’t like price increases and there are push backs from time to time, but we are not unique. Every food company is taking pricing to the trade and to some degree they will understand. They will also try to manage those private label gaps and sometimes you tend to lag in terms of their pricing actions but their costs are going up just as ours are.

I think it’s interesting. I think both of our customers and us look at the consumer and nobody likes to increase price to the consumer but we work with… our brands I think as we have always known, we said is very compatible with private label and I think that as a leader we got the responsibility to help the category and helping the category sometimes is increasing prices.

Thank you.

You are welcome.

Having no further questions I would like to turn the conference over to management for any additional or closing comments.

Well, thank you very much. We appreciate new listing and we look forward to another good six months.

Ladies and gentlemen, if you wish to access the rebroadcast after this live call you may do so by dialing 188-203-1112 or 1719-457-0820 with a passcode of 8703498 or by accessing the website for a downloadable MP3 format. This concludes our conference call for today. Thank you all for participating. And have a nice day. All parties may now disconnect.