好時 (HSY) 2009 Q4 法說會逐字稿

Good morning.

My name is Stephanie and I will be your conference operator today.

At this time I would like to welcome everyone to The Hershey Company fourth-quarter 2009 results conference call.

All lines have been placed on mute to prevent any background noise.

After the speakers remarks there will be a question-and-answer session.

(Operator Instructions).

Thank you.

Mark Pogharian, you may begin your conference.

Thank you, Stephanie.

Good morning, ladies and gentlemen.

Welcome to The Hershey Company's fourth-quarter 2009 conference call.

Dave West, President and CEO; Bert Alfonso, Senior Vice President and CFO; and I will represent Hershey on this morning's call.

We also 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 risk and uncertainty.

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 2008 filed with the SEC.

If you have not seen a press release, a copy is posted on our corporate website, www.hershey's.com, in the investor relations section.

Included in the press release, a consolidated balance sheet and a summary of consolidated statements of income prepared in accordance with GAAP, as well as our pro forma summary of consolidated statements of income quantitatively reconciled to GAAP.

As we said in the press release, the Company uses these non-GAAP measures as a key metric 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 their presentation of earnings excluding certain items provides additional information to investors to facilitate the comparison of past and present operations.

We will discuss our fourth quarter 2009 results excluding net pretax charges.

The majority of these charges in both 2009 and 2008 are associated with the Global Supply Chain Transformation program.

These pretax charges were $26.5 million and $79.7 million in the fourth quarters of 2009 and 2008.

Our discussion of any future projections will also exclude the impact of net charges related to these business realignment initiatives.

I'll now turn it over to Dave West.

Thanks, Mark.

Let me start with a few comments on recent events with respect to Cadbury PLC.

I assume that everyone on the call has had an opportunity to read our November 18 and January 22 press releases.

After a thorough and complete examination, management and the Board of Directors unanimously concluded not to make an offer for Cadbury.

Our board of directors and management team remain extremely confident in Hershey's consumer-driven strategy and in the Company's ability to execute and deliver long-term value for all stockholders.

We will evaluate future acquisition opportunities in the same disciplined manner to ensure appropriate fit within our financial and strategic framework.

We'll continue to follow this disciplined approach and we'll continue to invest in Hershey's existing brands and global infrastructure.

With close to a 45% share of the US chocolate market and strong and growing businesses in Canada and Mexico, and nearly a 20% compound annual growth rate outside of the US and Canada over the past five years, we continue to be encouraged by our position in the marketplace and confident in continuing future success.

Now for a discussion on our results, I'm very pleased with Hershey's fourth-quarter and full-year performance.

We finished the year on solid footing and over delivered on our earnings per share objective by growing adjusted earnings per share 15% year over year.

We achieved this in an extremely challenging environment that included global economic uncertainty and challenging consumer conditions; commodity spot market price volatility; the implementation and execution of a major price increase; the continued rollout and evolution of our consumer-driven approach to core brand investment; as well as the completion of our Global Supply Chain Transformation program.

Despite these challenges, we delivered net sales and EPS growth that was significantly greater than the profile we shared with you at this time a year ago.

For the full-year 2009, net sales increased a bit more than 4% on a constant currency basis, up 3.2% reported.

Gross and EBIT margin expanded meaningfully and our balance sheet and cash flow were very strong.

We made excellent progress in 2009 and we look forward to delivering on our financial targets for a third consecutive year in 2010.

In terms of Hershey's marketplace performance, for the 12 and 52 weeks ending January 2, 2010, using our custom database -- and this is in channels that account for over 80% of our retail business -- total confections category retail consumer take-away was up a strong 6% for the 12 weeks ending January 2 and it was up 7.2% for the year 2009.

As a reminder, these channels include food, drug, and mass, and mass here includes Wal-Mart and convenience stores.

This growth rate is higher than the FDMX data that most of you receive from IRI or Nielsen on a quad basis.

FDMX only captures about half of our retail take-away and excludes one of our largest mass customers with whom we had performed well and excludes C stores.

In addition, it also includes value and club-format stores.

Within food, drug and mass, here excluding Wal-Mart and convenience, so FDMxC, the category also continues to grow.

In 2009, the CMG category and FDMxC increased 4.4%, greater than the historical growth rate, which is usually around 3% to 4%.

In the fourth quarter, the CMG category was up 4%.

Again, this is excluding Wal-Mart.

As we look to 2010, we would expect historical growth rates to prevail in the category.

Total Hershey FDMxC retail take-away of 2.6% in the quarter was less than the category and as we expected, resulted in a market share loss of 0.4 points.

The decline was primarily driven by our decision to exit premium chocolates -- Cacao Reserves, Starbucks and Joseph Schmidt -- all of which played a role in gifting last year, and it contributed -- and it was also contributed to by the previously-mentioned challenges in the drug class of trade.

For the full year 2009, in FDMxC, the category grew 4.4%.

Hershey retail take-away for the year was 4.7%, resulting in a share gain for the year 2009 of 0.1 points.

Our marketplace results in measured channels were driven by our success in the food and convenience classes of trade, our continued growth in these two areas as a result of the targeted investments we've made.

Our in-store sales force remains a competitive advantage and has been a large part of our success.

It differentiates us from our competitors.

The investments we have made and will continue to make in retail resources will be augmented by additional efforts in consumer insights, in-store merchandising and programming, and will ensure we bring confectionary ideas and solutions to retailers to drive profitable growth for both Hershey and our customers.

For the full-year 2009 in the food class of trade the category grew 6%, with Hershey retail take-away for the year up 6.3%, resulting in a share gain of 0.1 points.

Fourth quarter food class of trade growth was 7.7%, with Hershey take-away at 7.3%, a bit lower than the category, reflecting the earlier reference to premium segment performance.

As a result, food channel market share was off 0.1 points in the quarter.

Hershey Q4 class of trade in chocolate, the take-away was up 7%, again a bit lower than the category, with share off 0.1 points.

Our non-chocolate food take-away was up 15.3% resulting in a market share gain of 0.4 points in non-chocolate.

These results were driven by core brand performance, with Hershey's Bliss, Reese's, Kit-Kat and Twizzlers retail take-away up double digits in the retail class of trade.

We enjoyed solid Halloween sell through, resulting in Hershey gaining one full market share point for Halloween in the food class of trade.

We did see slight improvement in our Kisses franchise in food, with take-away up low single digits due to the advertising responsiveness to our baking merchandising and coupons.

As it relates to the overall Halloween and holiday seasons, as inspected in Q4, total seasonal category retail sales were up -- slightly up versus year ago.

Specifically in FDMX, Halloween retail category dollar growth was up 1.3% and Hershey FDMX Halloween performance was in line with our expectations, as we gained 0.3 market share points driven by the solid performance in the food class of trade.

FDMX holiday retail category growth was up about 1.6%.

Hershey's holiday performance, as expected, was soft, given the discretionary challenges related to gifting and our decision to discontinue certain premium products that were in the marketplace last year -- or that would be in 2008 in the fourth quarter.

We talk a little bit about C store, where the category was up 2.3% in the fourth quarter.

In the fourth quarter, Hershey's C store take-away increased 3.7%, resulting in a share gain of 0.3 points.

In Q4, Hershey's C store chocolate and non-chocolate take-away was up 5% and 7.2% respectively.

These gains were driven by core brand advertising, in-store selling and merchandising, and solid programming, including an NCAA college football promotion, supported by on-air advertising; a nostalgic standard bar program, leveraging Hershey's iconic brands, and the king size launch of Twizzlers Pull-N-Peel.

As we stated in October, the drug class of trade continued to be a drag on our over-all Q4 FDMxC marketplace results, with Hershey drug channel market share declining 1.9 points in the fourth quarter.

The changes in our go-to-market model have not driven the type of performance in the drug class of trade relative to its success in other formats.

As we entered 2010, we have worked with key drug retail customers toward a mutually-acceptable strategy that will drive category, customer and Hershey growth.

However, this channel will most likely remain a headwind on our overall marketplace performance during the first part of the year.

As we look to 2010 we have many exciting products, promotions, and programs in place, including an NCAA final four basketball promotion following up on the very successful 2009 event; sponsorship for the block buster Iron Man 2 movie, starring Robert Downey, Jr.; increased levels of Valentine's and Easter support; the continued rollout of Hershey's Special Dark, Almond Joy and York Pieces, as well as Hershey's Bliss White Chocolate; and the launch of selected limited editions, including Kit-Kat Dark and Thingamajig, both back by popular demand from retailers.

We have other innovation planned for the second half, which we'll share with you as the year unfolds.

Additionally, full-year advertising expense will increase approximately 25% to 30% year over year.

We'll continue to support previously-mentioned core brands, particularly Hershey's Reese's, Hershey's Kisses and Bliss, Twizzlers and Kit-Kat, as well as new core brand advertising campaigns for the Almond Joy, Mounds, and York brands.

We'll also continue to build on the consumer insights work we started in 2009.

Understanding consumers and identifying trends is critical, and as category captain we take our obligation to providing category solutions to the retail very seriously.

We're committed to the proprietary insights work we have completed to date and will continue to develop on an ongoing basis, as it is a critical part of our success.

We'll share some of this work with you at CAGNY.

Let me wrap up my comments.

Despite the macroeconomic challenges facing the consumer, the category continues to grow across retail channels, in both measured and non-measured outlets.

Our advertising, consumer investments, and insights work will enable Hershey to consistently and predictably achieve its financial targets.

We expect 2010 net sales growth to be within our 3% to 5% long-term objective.

Additionally, we have good visibility into our full-year cost structure and expect our ongoing growth and adjusted earnings per share diluted to be within our long-term objective of 6% to 8%.

As we look to the long term, Hershey has many opportunities to leverage its global brands and US scale.

Our consumer pull model is working in the US and this approach is being adopted in many of our international markets.

Additionally, we are continuously examining our overall cost structure and believe opportunities exist to maintain and/or improve margins, while continually monitoring commodity market volatility and we'll have, again, more on the cost structure at CAGNY.

Our balance sheet and cash flows remain strong and we will continue to be disciplined, but open to sources of growth via M&A.

Our executive management team and the board of directors are confident that this approach will continue to build value for all Hershey shareholders.

I'll now turn it over to Bert Alfonso, who will provide you with some additional financial detail.

Thanks, Dave, and good morning, everyone.

Net sales and adjusted earnings per share diluted from operations for the full-year 2009 exceeded the initial ranges we communicated at the beginning of last year.

Solid efforts during the year by the sales, marketing, supply chain and finance groups resulted in strong price realization, while volume declines were less than anticipated.

Overall, we're pleased with our financial and marketplace performance in 2009, given the volatile environment in both commodity and financial markets, as well as the pressures facing consumers.

Fourth-quarter consolidated net sales of $1.407 billion increased 2.2% versus the prior year.

Adjusted EPS diluted of $0.63 increased 7%, primarily due to price realization, supply chain savings and a lower effective income tax rate, which more than offset the impact of volume decline, higher input costs, and increased marketing investment.

In addition, fourth-quarter results include a nonrecurring benefit from LIFO accounting related to targeted inventory reductions.

These essentially offset the cost of advisory fees related to our consideration of a transaction with Cadbury.

For the full year, net sales increased 3.2%, or 4.2% on a constant currency basis, resulting in adjusted earnings per share diluted of $2.17, up 15.4%.

In the fourth quarter, sales gains were driven primarily by pricing improvements in our international business.

Mid single-digit pricing gains were partially offset by expected baseline declines associated with the US pricing actions and previously-communicated decisions to close our online gift business and discontinue certain premium chocolate products.

Importantly in the fourth quarter, base volume declines improved sequentially from mid to low single digits.

As we communicated in October, due to timing, shipments of Valentine and Easter seasonal products were lower in the fourth quarter of 2009 versus 2008.

We'll see some benefit from this shift into the first quarter of 2010.

Also, foreign currency exchange was about a 1 point benefit in the quarter, a change from quarters one through three, in which FX detracted from sales growth.

Dave provided details related to our marketplace performance, so I'll now focus on a review of the P&L, balance sheet and cash flow, starting with gross margin.

During the fourth quarter, adjusted gross margin increased 330-basis points, primarily due to net price realization, supply chain savings, productivity, and lower levels of inventory that led to a favorable nonrecurring 100-basis point benefit from LIFO accounting.

These margin gains more than offset higher input costs of about 150-basis points, primarily reflecting total consolidated cost increases for raw materials.

Higher employee benefit costs, primarily pension expense at our manufacturing facilities, also reduced adjusted gross margin in the fourth quarter.

For the full-year 2009, adjusted gross margin was 38.9% versus 35.8% in 2008, up 310-basis points, as pricing and productivity initiatives, inclusive of the Global Supply Chain Transformation program, offset 200-basis points of unfavorable input costs.

Adjusted EBIT margin increased 10-basis points in the fourth quarter, as higher gross margin was substantially offset by advertising, up 50% in the quarter; marketing expenses including consumer promotions; employee-related costs including incentives and pension expense; and advisory fees related to our consideration of a transaction with Cadbury.

Adjusted EBIT for the full year increased 11.7% with EBIT margin up 120-basis points from 15% to 16.2%.

The increase was driven by higher gross margin, partially offset by increased advertising investment and employee-related costs.

For the year, advertising increased 50% to $241 million.

Now, let me provide a brief update on our international businesses.

During 2009, we made good progress in the international markets where we operate.

Our international group faced many of the same challenges as the US counterparts, including implementation of price increases in certain markets, economically-impacted consumers, and volatile foreign exchange rates.

Overall, on a constant currency basis and excluding the Van Houten business that we acquired earlier in the year, international fourth-quarter sales were up mid single digits.

Total reported international profitability was down versus year-ago, driven by brand building and investments in key markets.

As we look to 2010, we'll continue to invest in our strategic international markets to increase the distribution of our products, enhance brand awareness, and further develop our go-to-market capabilities.

Moving down the P&L, for the fourth quarter, interest expense decreased, coming in at $22 million versus $25 million last year.

For the year, interest expense was $90 million versus $98 million in 2008.

The fourth quarter full year both benefited from lower short-term rates on our commercial paper and improvements in working capital.

Lower debt levels also contributed to the lower interest expense, as we significantly reduced our short-term debt during the year.

In 2010 we expect interest expense to be in the $90 million to $100 million range.

The tax rate in the fourth quarter was 33.6%, down 210-basis points versus year ago.

For the full year, the tax rate was 35.5%, down 50-basis points versus year ago.

The change in the tax rate resulted in a $0.02 EPS benefit in the quarter and the full year.

The improvement was primarily due to foreign tax benefits and a lower-than-expected tax rate in our Monterey, Mexico business.

For the full-year 2010 we expect the effective income tax rate to be about 35%, primarily due to an increase in the federal manufacturing deduction from 6% to 9%.

Additionally, on a quarterly basis, we expect the tax rate to be smoother in 2010 versus 2009; about 36% during the first half of the year and 34% in the back half.

In the fourth quarter of 2009, weighted average shares outstanding on a diluted basis were 229.6 million versus 228.5 million shares in 2008, leading to adjusted EPS diluted of $0.63, up 6.8% versus year ago.

For the year shares outstanding were approximately [229] million, consistent with 2008 levels, and adjusted EPS diluted for the full year was $2.17, up approximately 15%.

Turning now to our balance sheet and cash flow, at the end of the year, net trading capital decreased versus last year resulting in cash flow benefit of $156 million.

Accounts receivable were down $45 million and remain extremely current and of high quality.

Year-over-year accounts receivable day outstanding improved about four days.

Inventory declined $73 million and accounts payable increased $38 million.

This represents the third consecutive year reductions in net trading capital, which is a key focus area.

We expect net trading capital to further improve in 2010, but not at the rates achieved in 2009.

In terms of other specific cash flow items, capital additions including software were $39 million for the quarter and $145 million for the full year, in line with the upper end of our previously-provided capital expenditure range.

For 2010 we are targeting total capitalization to be in the range of $150 million to $160 million.

Depreciation and amortization was $44 million in the quarter and includes accelerated depreciation related to Global Supply Chain Transformation of $1 million.

For the full-year 2009, depreciation and amortization expense was $182 million, of which accelerated depreciation and amortization was about $4 million.

In 2010, we are forecasting total depreciation and amortization of about $180 million to $185 million.

Dividends paid during the quarter were $66 million, bringing the full-year total to $263 million.

We did not acquire any stock in the fourth quarter related to the current repurchase program, and there is $100 million outstanding on the current authorizations that the board approved in December 2006.

Cash on hand at year end was $254 million, up $217 million versus year ago.

Our cash management strategy this year has been to pay down short-term debt with excess cash.

Short-term debt and the current portion of long-term debt at year end was $39 million, down $462 million versus a year ago.

And as it relates to our short-term cash needs, the Company is currently well positioned.

Our cash flow has been strong and we expect that to continue in 2010, and 97% of our current debt, or $1.5 billion, is in fixed-rate notes with maturities starting in 2011.

During the year, we made voluntary contributions to our qualified pensions plan of $9 million in the quarter and $54 million for the year to improve our funded status.

In 2009, our pension asset returns were in line with that of the Market indices.

The increase in pension assets will result in reduced pension expense of approximately $14 million, or $0.04 a share in 2010.

Let me now provide an update on the Global Supply Chain Transformation program.

During the fourth quarter of 2009 the program was concluded.

I am pleased to confirm that the construction of our Monterey, Mexico facility is complete.

Total charges for the program were $629 million and included $85 million of noncash pension settlement charges.

Excluding pension settlement charges, total project costs were $544 million, below the estimate of $575 million to $600 million previously communicated, and except for possible noncash pension settlement charges, the Company does not expect any significant charges related to the Global Supply Chain Transformation program in 2010.

In 2009 total GAAP charges related to the program were $99 million.

A total of these charges reduced reported 2009 earnings by $0.27.

During the fourth quarter we reported Global Transformation charges of $26 million pretax, of which $24 million was related to noncash pension settlement charges.

The cumulative savings for the program are $160 million and in line with our forecast.

The estimate of total ongoing annual savings by the end of 2010 is $175 million to $185 million, with incremental savings being realized earlier in the year.

This morning we also announced a 7.6% increase in our quarterly dividend on our common shares.

This increase is a result of the Company's strong balance sheet and our confidence in the current business model.

We believe our current strategies will enable the Company to continue to meaningfully generate predictable cash flow from operations.

As such, we continue to have board-level discussions related to capital structure and deployment of excess cash and we'll continue to explore M&A-related growth opportunities.

Let me close by providing some context on our 2010 outlook.

We have made investments -- where we have made investments, the business has responded.

As such, we will continue to do the right thing for our core brands and add key retail customers and channels that are driving our growth.

During the first half of the year, we'll continue with the distribution and rollout of our new products, as well as new core brand investment behind Almond Joy, Mounds, and York brands.

As a result, we expect full-year 2010 net sales growth to be within our 3% to 5% stated long-term objective.

At this point, we have a good assessment of our 2010 cost input basket.

As a result, we expect gross margin expansion in 2010, although not at the same level achieved in 2009.

The full-year increase in gross margin will be driven by different factors, including seasonal pricing and Global Supply Chain Transformation savings that will be achieved during the first half of the year.

We estimate that advertising will increase 25% to 30%, supporting core brands in both the US and international markets.

During the year we'll also continue to invest in consumer insight analysis that will benefit all classes of trade, including the drug channel to address current challenges.

At Hershey, we are committed to category leadership and will strive to be the confectionery solution for all consumers and in all channels.

As a result, we expect to achieve growth of adjusted earnings per share in 2010 within our long-term objective of 6% to 8%.

To conclude, and as you work on your models, I remind you that the full-year 2010 gains in net sales and margins will most likely be driven in the first half and resulting from the following factors; the timing of seasonal pricing, particularly Easter; newly launched products achieving targeted ACV levels by mid year; incremental Global Supply Chain Transformation savings are programmed for earlier in the year; products change, which was a headwind for the first two thirds of 2009 will most likely benefit the first couple of quarters; and a lower tax rate throughout the entire year.

We will now open it up to questions.

(Operator Instructions).

Your first question comes from Eric Katzman with Deutsche Bank.

Your line is open.

Hi, good morning, everybody.

Hi, Eric, how are you?

All right.

I guess my questions revolve around the advertising efficiencies.

You feel -- or you seem quite confident about the top line for 2010 and how you progressed in 2009.

Maybe it's a discussion for CAGNY, but I guess with a 50% boost in advertising and not really much change in share just how are you judging the success of that program?

And also, Dave, I think you said that one of the Company's competitive advantages is the in-store effort and is there -- maybe that's a bridge between the advertising-to-sales ratio that you show versus what I -- what Wrigley was spending and what some of the other companies spend, which is above your rate and maybe that's the difference in terms of how we're viewing how much advertising you really need to put back into the business over time.

Do you follow?

Yes, I think I can.

I think, Eric, that's a -- there's a couple of -- series of questions in there and they're all right on target in terms of how we're thinking about the business and we will provide, I think, more in depth for you at CAGNY, but let me try and take them on for you right now.

With respect to advertising to sales, we don't really think about -- we certainly don't think about it as the total Company should have a ratio of X percent.

We are certainly looking at it brand by brand.

Each of the brands is positioned in a way that it is speaking to a -- either a needs state or a certain set of consumers and we believe that the way we are positioning the brands that those brands are incremental, at least somewhat incremental, so when we start to talk about bringing Mound, Almond Joy and York into the adver -- supporting of it and advertising for the first time in many, many years we do that because we think they're positioned in a unique way with consumers where we think that we'll get an incremental lift from that so that we're not switching brands from each other.

We look at each of the brands on a monthly basis in terms of the ROI and the lift.

What -- we are very encouraged.

For example we started Twizzlers and Kit-Kat advertising in 2009.

We drove single -- mid to high single-digit take-away when you look at them across all channels on Twizzlers and Kit-Kat, for example, in 2009, and the advertising responsiveness was very good.

Reese's, which we've been on air for a number of years, continues -- the two-cup Reese business continues to be up very, very strongly.

So when you look at the response that we're getting -- and we track it on a regular basis -- we feel pretty good about it and therefore we think that it still makes sense as an investment.

The important thing that I think we do with that advertising is we then couple the advertising and activate it at retail with our sales force.

So our programming has been very [sematic] and I think we talked about how we do -- we've been doing it with Easter and Halloween, where we've been running seasonal-specific advertising and then we activate that at retail with the sales force.

So we think we've got it lined up and it seems to be working very well.

In the face of a significant price increase, so roughly 10% to 11% across the line, which we took in August of 2008 and went into the marketplace, and even higher than 10% on some of the promoted price points, we think that advertising is one of the reasons that we were able to improve the take-away throughout the year.

Our conversion and our volume declines certainly improved throughout the year, so as we head to 2010, we think the formula is right.

We continue to have the advertising.

We'll continue to invest in retail.

We have a little bit of carry-over pricing, obviously, in the Valentine's and Easter seasons in the beginning of the year here.

We'll have more brands on air and so I think what we -- we think we have the right model her to drive some decent top-line growth here in 2010.

And the cost of that, the adver -- sorry, the sales force versus the competition and that may be bridging the difference between the total Company percentage of sales, is that another way to look at it?

I think so, Eric.

I also think that the comparison to the Wrigley advertising-to-sales numbers is a little misleading because you have to look at the total basket of spending, including trade promotion, couponing, et cetera.

When you look at gum and mint, gum and mint tends to be a different -- it's a much more of a single, totally impulse-oriented category.

It's something that doesn't have an aisle business per se, it doesn't have a seasonal component.

So I think the drivers have been different historically in terms of the merchandising strategy.

So I think the promotional lever in chocolate has tended to be more important, and I think -- so when you look at the mix of what Wrigley would have spent historically versus -- in a gum and mint portfolio versus something that's, for us, more skewed towards chocolate and sugar, I don't think that those are apples to apples in terms of comparison.

But I do think that we're at place with the brands we think that we're -- as we come through 2010 here and we add Mounds, Almond Joy and York we think we're at -- getting to competitive levels on those brands and feeling pretty good about the returns.

Okay.

I'll pass it on, thank you.

Thank you, Eric.

Your next question comes from Terry Bivens with JPMorgan.

Your line is open.

Good morning, everyone.

Hi, Terry.

I guess judging from your remarks we're -- clearly we've left the price increases on the single bars and we do have this residual seasonal price increase, so it sounds like, Dave, you're not really contemplating at this point another list price increase as we move through this year?

Terry, I'm not going to talk about pricing in terms of anything going forward.

What I will only talk about is what we've done in the past.

Okay, fair enough.

Given then that perspective, at what point do your models show your volumes beginning to turn positive?

Well, I think, Terry, as you look at what we've talked about for 2010, we don't -- we'll have some carry-over pricing, which is always -- we've announced at this point in time, and we need to have volumes turn positive.

Obviously the business is a bit unique in the first part of the year here because we're still taking Valentine's and Easter to new promoted price points.

They haven't -- they were price protected last year, but we should start to see some volume gains as we get out through the year.

Okay.

I guess -- obviously I was trying to get you to give us some sort of guidance on what kind of price volume algorithm you're contemplating on the top line.

Maybe that should wait for CAGNY, as well, unless you would care to share it now.

I think I'll pass.

Okay.

All right, thank you very much, Dave.

Thanks, Terry.

As a reminder, please dial nine to ask a question.

Your next question comes from Jonathan Feeney with Janney Montgomery Scott.

Your line is open.

Good morning.

Thanks very much.

Good morning.

Dave, just following up on Eric's question, I recognize your answer that Wrigley is not exactly comparable in terms of relative advertising, but could you give us -- clearly you believe the relative advertising percentage you have right now isn't adequate because you've done such a good job raising it.

Is there a number or a range in terms of relative sales that you get to in 2011 or 2012, where you say no more 30%, 35%-type increases?

Well, I think what we've been doing is you have to -- as I said, you have to recognize what we've been doing as we've been going along is not only getting to what we think are threshold and our sustaining levels on the brand, we've added more brands throughout.

So we started -- back in 2008 we really focused first on Hershey's and Reese's and then the latter part of 2008 and certainly in 2009 on Kisses and getting Kit-Kat and Twizzlers through 2009, and now in 2010 adding in York, Mounds and Almond Joy.

So we've been adding to the breadth, as well as getting those brands to levels of what we think are sustaining levels of GRP so I think we're now at the place where we have seven or eight bran -- core brands that we're promoting when you think about Hershey's Bliss and some of the work we're also doing on Ice Breakers.

So we measure them all individually and we will continue to view that as a good investment, as long as the ROI is positive.

And we look at the ROI on that spending, as well as the mix of the entire basket of promotion, plus advertising, and we're making marginal spend decisions based on what is returning the best for our dollar.

And as we've continued to invest in brands like Reese's in the third year of fairly heavy copy we're still seeing very good returns on that.

So we're watching it, we'll continue to invest in it as long as it makes sense within the P&L framework and is driving good top-line returns.

Okay, thanks, David.

Just one other question, this is really for Bert.

When you think about your balance sheet right now, you're at least a turn and a half of EBITDA below the industry averages for investment grade, perfectly stable, perfectly comfortable companies that frankly aren't increasing their relative advertising spend at 50% and 35% clips.

You have $100 million share repurchase.

You really -- you could be buying back 20% of this Company if you wanted to, it's staying in the middle of those ranges.

And why aren't you more aggressive in share repurchase right now and do you plan to get more aggressive in the coming quarters?

In terms of the balance sheet, we ended the year quite pleased with our performance.

As I mentioned, we had cash flow certainly at the upper ranges of what we've been able to generate in the past.

We certainly value that a credit and as we talked through with the board, we rec -- we announced this morning a dividend increase.

With respect to other forms of getting value back to the shareholder, certainly that's a board-level decision and a discussion, which we are today is the appropriate discussion to be having, so I would say that your observation is one that is a similar discussion as we're having internally.

And just one follow up, if you wouldn't mind.

Is that somewhat of a reflection of your -- and I know Dave mentioned in his comments, too, of your preference to keep some acquisition flexibility?

Well, as we look at our capital structure in general, I think acquisition flexibility has always played a role.

We were certainly a bit more conservative toward the back half of 2008 and the majority of 2009, as the Market uncertainty really meant -- that made sense to us to preserve cash and to be more conservative with respect to what was going on in the Market.

As we see that starting to thaw a bit we're encouraged by our cash flow, encouraged by the balance sheet that we do have, so I would think that M&A flexibility has always been part of our capital structure thinking and that's no different going forward.

Okay.

Thank you very much.

Thank you.

Your next question comes from Vincent Andrews with Morgan Stanley.

Your line is open.

Thanks very much.

I'm just trying to get at what you're guiding to from an operating line perspective and I just want to make sure I heard you right.

If EPS is going to grow 6% to 8% it sounds like pension and tax is going to provide 2% to 4% of that and you got sales up 3% to 5%, it so sounds like operating profit growth is going to be flat to up 2%.

Do I have that right?

We're expecting a continuation of gross margin expansion this year.

We have a number of things that are still quite positive for us.

I mentioned the Supply Chain Transformation, we have incremental savings in that regard.

We have a very active productivity program aside from that particular program.

Now that we have -- and I think we've mentioned in the past, now that we have our manufacturing footprint and a more stable basis, we see productivity opportunities and inputs going in and inputs going out through that.

So I -- we're certainly expecting gross margin expansion.

Below that we already talked about 25% to 30% advertising increase, so my view on that is your observation on taxes is correct and we do have a little bit of pension benefit.

Interest we think will be a little bit higher as -- than it was this year, as rates start to climb and then we think that'll happen more toward the back half of the year, so that's the only other component we didn't talk about, but we did give the range of $90 million to $100 million.

Just as one follow up, you're going to have gross margin expansion and I recognize all of the things that you just listed in there, but when we look at where cocoa, dairy and sugar are those look like pretty profound increases and it sounds like you might have some nice hedges on in terms of cocoa and sugar and I doubt you're going to want to elaborate on when those are going to come off, but can you remind us how you buy diary and if we're looking at dairy prices when we should think about those flowing through your P&L?

Yes, you're -- our input costs in the current spot market are high.

We have an active hedging program and so what we're talking about in terms of gross margin actually takes that into account, as well as the productivity, which we mentioned, which is an offset to the input costs.

There's no forward market per se for fluid dairy, which is an important component for us.

Dairy prices have started to increase, they're certainly off the lows.

We're not expecting them to reach the 2008 highs during this year, but we do think there continues to be volatility in commodities and we're watching it closely.

Is it a six-month lag, is it a three-month lag from the spot dairy price?

Is there any guidance you can give on that?

No, we really don't give much guidance on that.

Okay.

Thank you very much.

Your next question comes from Robert Moskow with Credit Suisse.

Your line is open.

Hi, thank you.

People have already asked about the cadence of the volume for 2010, I guess I'm curious about the market share.

You were down 40-basis points in the fourth quarter and you just described it related to the premium gift items.

Can you tell us how much of the market share decline was specifically related to that?

And then do you expect your share to improve quite a bit in the first half, or should we expect market share to be lagging in the first half and improving in the second?

Yes, I think what I would tell you on the market shares is it's -- some of it is the premium, obviously, that we talked about, the Cacao Reserve and Starbucks and some of the gifting.

Remember also that we had some continued difficulties in the drug class of trade.

Some of that is premium and some of that was programming that we didn't lap very well.

So I think those were the two big drivers.

We had talked about those when we talked on the October call, so we were not surprised by the share loss in the fourth quarter.

We had expected that we would lose share.

As we go into 2010, we would expect that there'll be a little bit of continued pressure, Valentine's is, again, a holiday that's got a lot of premium and gifting in it.

We may not perform quite as well there.

We think we'll do better at Easter.

We had a very good Easter last year and we're very pleased with our Easter programming this year.

And then as the year goes on, obviously the advertising and other factors kick in.

So I don't -- I think, Rob, that the first quarter may look a little bit more in measured channels like the fourth did, but I think for the full-year 2010, we would expect market share to be something that looks similar.

Full year last year we were up a tenth of a point so I would think about 2010 similarly to 2009 for the full year.

And then a follow up.

When you look at the competitive structure of pricing and promotions that you see out there, are you seeing a rational environment, are you seeing overly-aggressive environment from your competitors, or pretty much the same as you've always seen?

I don't think there's any way you can say it's pretty much like we've always seen, because there was a significant change in pricing in the actual market last year.

So we were -- we pretty much did what we said what were going to do and I think that, from a consumer and customer standpoint, we saw the reactions that we expected, pretty much as expected.

So your competition raised price also.

I think -- yes, prices -- if you look at your syndicated data, pricing in the entire category is higher.

Okay.

Thank you very much.

Thank you.

Your next question comes from David Driscoll with Citi Investments.

Your line is open.

Great, thanks a lot.

Good morning, everyone.

Good morning, David.

First I'd start off by just acknowledging that you guys had a great year.

Nice job repairing the advertising budget and the significant gains in both gross and operating margins.

No one else seems to want to acknowledge it, but you guys are doing a great job.

One question about the quarter itself, could you tell us what the volume decline was in the quarter?

I think you said it improved sequentially, but can you put a dimension around that?

Yes, David, I've mentioned, and I think we both mentioned that there was a sequential improvement and -- from mid single digits to low single digits.

Okay.

Low--

Base volume.

Base volume.

Base volume was down low single digits.

And then if we just -- if we put in the -- what are the effects of the withdrawal of the Starbucks and Cacao Reserve products and the gifting products?

Can you give us a volume impact?

Yes, I think -- if you think about it, in the quarter pricing was roughly 10%, that reflects the list pricing through the seasons.

We had a coup -- we had a low single-digit volume baseline decline.

We had a seasonal shift also in the quarter of roughly a point or so, if you will, and discontinued items.

So if you think about those, those are worth another couple of points.

We had Valentine's and Easter that will shift in 2010, that shifted in the fourth quarter of the year ago.

So when you think about it, it's roughly 10% or so pricing, some low single-digit base volume declines, and then also the discontinued and seasonal shift that take you down where you were.

So I think you're talking about roughly -- I guess, David, roughly say 7% or 8% on the pricing and then you take the volume buy-in as low single dig -- the volume base-load single digits off and then the seasonal and the discontinued items is another couple of points and that'll kind of get you to where we were.

Okay, that's --

That's with FX in the quarter.

Great, that's very helpful.

Going back to the question on use of cash, so the only thing that wasn't mentioned by -- I think it was Jonathan who asked the question, was it seems pretty obvious you're not buying stock in the quarter when you're contemplating the largest acquisition in your history, so I'm not surprised by the fact that we didn't see any share repurchase.

You did acknowledge, I think, also, I think you said $100 million of an existing authorization, so that's at your discretion to execute whenever you see fit and I would assume that would be forthcoming.

But I suppose, Dave, what I really want to get after is just the balance sheet leverage is just fabulously low relative to the rest of the sector.

Is there anything here that is just obvious that would want to detract from buying back the stock in your opinion?

Yes, David, I'm not going to get into the specifics of what we're going to do with respect to the balance sheet.

I think Bert covered it very well.

We increased our dividend today -- or yesterday, announced it today and I think that that again, we had record cash flows from operations in 2009 and feel very good about that position.

We do have the remaining share repurchases and, as Bert said, I said it as well, we're open to M&A.

It's always been something that's factored into our equation and we want to leave those levers available.

It's certainly a board-level conversation and we have them continually.

So I don't want to get into anything more specific than that, other than that we're really happy with the cash flow performance of the business in 2009 and very pleased with our balance sheet and our finance folks here have done a great job.

Is there a date already set for the next board meeting?

Yes.

Can you tell us what the date is?

I'd rather not.

I don't want to get into talking about our internal governance.

We have -- actually our dates not only are set for 2010; they're set for 2011, so -- but that's really not relevant.

If I get one last one in here, just big picture.

I feel like after this whole discussion about whether or note you're going to get involved in the Cadbury discussions or not people now question whether or not the Company really has any kind of sustainable top-line growth.

The US category has done well for many years and I think people just need to hear you talk about why this is a good category and your expectations.

You already made a couple of comments about 2010 in the volume numbers to Terry, but, again, Dave, why are you confident that the top line can grow and I believer your guidance at 3% to 5%, it's very strong relative to what we hear from other companies with US operations.

Can you talk about why this is a good category in your expectations -- and again -- it's very strong relative to what we hear from other companies with US operations.

Can you give people some color on this and explain your confidence?

I think at CAGNY we'll certainly talk about the category and we continue to believe we are in an advantaged category.

It's expandable, it's highly impulse oriented, it's a destination category because of the seasonal component of it.

Certainly three or four times a year the retailer has -- really has a desire to display the category.

The category growth rate last year was -- and this is in FDMxC, was up 4.4%.

We are certainly looking at a long-term 3% to 4% growth rate category, and so when you think about our ability to be advantaged in that category and continue to grow with or ahead of that category growth rate, we feel very confident in our ability to do that.

Our international business outside of the US and Canada has been growing at almost 20% compound over the last five years, so that's a nice -- it's additive.

We're pleased with that growth in terms of where we are, but then you also look at the rest of the world and even despite Mars and Wrigley and Kraft and Cadbury, if Kraft and Cadbury closes, it's still a fragmented global category with opportunities out there to expand and, as Bert as already mentioned, we have a very strong balance sheet.

So we feel good about where we're positioned.

We feel go -- we feel that we did the right things in terms of taking a disciplined look at an asset that was available.

It didn't work for us within the framework that we had established, and -- but that doesn't mean that we're not highly confident in our business model.

Thanks for the comments.

See you at CAGNY, guys.

Thank you.

Thanks, David.

Your next question comes from Eric Serotta with Consumer Edge Research.

Your line is open.

Good morning, everyone.

Hi, Eric.

Was hoping to take a step back and look at your capacity utilization and whether there's a need to further shrink capacity.

You commented that for this year your volume declines were somewhat less than you had forecast, but I'm wondering whether you take a broader step back to -- and go February 2007 when you unveiled the Supply Chain Transformation program, your capacity utilization then you were citing was in the low0660s and you want to get to about 85% by 2010.

Are you still on track to do that?

It would seem like the denominator, or the capac -- the production in place you've made good progress in reducing, but just wondering given the volume shifts that we've seen, whether you're still on track to get to that mid-80s capacity utilization, or whether further shrinkage in the business is needed?

Eric, I think we'll talk about that and recap some of those numbers at CAGNY.

We are very, very pleased with the Global Supply Chain Transformation.

Our operations folks have done a really fabulous job in what is a very complex and large project, largest in the Company's history, and it has gone very smoothly and without a hiccup and you see the improvements in our balance sheet and working capital numbers are very, very strong and that's largely part of the footprint and the improvements in the operations.

We'll continue to look at our cost structure.

We are now in a position in 2010 to look at how we supply the new supply chain, if you will, so we really focused in 2008 and 2009 on the manufacturing footprint and that now leaves us with a number of opportunities as we go into 2010 and 2011 in terms of how to supply into it, in terms of procurement and then also how to deliver out of it with transportation, warehousing and logistics improvements.

And we're very focused on those improvements here in 2010 and 2011, but we're always going to constantly look at capacity utilization and out network to make sure it's optimized.

I think we'll have a little bit more just to kind of share some of the numbers with you post Global Supply Chain Transformation at CAGNY.

Okay.

In the meantime, could you give us an estimate as to what you averaged in terms of capacity utilization for 2009?

I know that point-in-time estimates are -- for year end are skewed by seasonal factors and such.

Eric, I think we'll cover that in a couple of weeks.

Okay.

We're all looking forward to it and good luck, guys.

Thank you.

Your next question comes from Alexia Howard with Stanford Bernstein.

Your line is open.

Good morning.

Good morning.

How are you?

Very well, thank you.

Can I ask about -- looking out into 2010, I think somebody else raised the question of premium strategy, I'm assuming that at some point hopefully the economy will start to recover and I guess for 2009 the focus was very much on the non-premium part of the market.

Do you anticipate that you'll have a big push to get back into that premium segment, or do you think you're really going to focus on the core non-premium part of the portfolio?

The answer is -- well, the first thing is I hope you're right, that the consumer and the economy get better in 2010, so that's the first thing.

What we did focus on in 2008 and 2009 and was really on our mainstream core brands, where consumers were looking for continued value with great brands, so that was something that we were able to provide them and talk to them about specifically through advertising and goods merchandising.

We continue to support Hershey's Bliss.

We supported it strongly in year two in 2009.

We'll support it again strongly in year three in 2010.

So in that trade-up space, we feel very good about how Bliss is performing.

And so when you talk about mainstream and trade-up, we have fairly well defined those strategies.

We obviously are -- while we are not launching anything in the premium space right now, we don't think it's appropriate.

That doesn't mean that we're not working on that within our innovation pipeline.

And when you think about the entire year 2010, one of the drivers for us in terms of improving our volume is, our new products program in 2010 will be stronger than what we had in 2009.

That's not to say it's going to be in the premium space, but it will be stronger overall.

So we're readying for when the market returns and premium might become a part of that, but we don't have anything that I'd specifically talk about right now.

Great.

Real quickly, did you give a collar number for how many millions of dollar increase in commodity costs there might be in 2010?

No, we did not.

Last year we gave one, given the year-on-year increase.

It's not nearly as large of an increase this year and just given where the commodities markets have been, they've just been more similar to last year.

Certainly there are input cost increases in 2010.

We just didn't put a number on like last year because of the different order of magnitude.

Great.

Thank you very much, I'll pass it on.

Thank you.

Your next question comes from Judy Hong with Goldman Sachs.

Your line is open.

Thanks, good morning.

Good morning.

Good morning.

I guess I'm still struggling to reconcile the sales number in the fourth quarter with price volume and discontinued items, so if I looked at your reported sales growth of 2.2%, one point of that was currency, so underlying up 1.2% ex currency, you said pricing was up 7.8% in the quarter and then the discontinued items were about 2 points of a drag?

So I'm getting to an underlying volume still down about 4%, is that -- does that math work, or is there bigger drag in terms of the discontinued items?

Well, there's vol -- there's base volume declines, which, as we said, were low single digits.

There is the seasonal shift, which accounts for roughly a point or so of sales.

And then there's discontinued items, which is not only the Starbucks and Cacao Reserve, but it's also -- we had an online gifting business that was in our numbers in 2008 that was not in the numbers in 2009.

Okay.

And then just if you think about the price -- the increases in the fourth quarter, it looked like -- clearly in the third quarter it was up double digit and it slowed to 7.8% and the base volume response, when you think about the sequential improvement, certainly saw that improvement, but relative to the pricing moderating, I'm not sure if you saw the sequential improvement as much as you would have liked to have seen.

So is this still in line with what you would have expected as pricing moderated that you would see a more moderate volume decline?

And then my second question is just in terms of the C store category, I think the category in the fourth quarter was up 2.3%, which seems to be somewhat slower than the other channel, so I'm wondering if you can just talk about what's going on in that channel?

With respect to pricing and conversion in the fourth quarter and throughout the year 2009, as I said, the market -- the marketplace behaved somewhat -- pretty much as we would expect.

We were -- we certainly had stronger conversion in the first half of the year than we would have modeled, but we were pretty much on model in the back half of the year.

So we're right about where we would have expected to be on the pricing and the conversion.

With respect to convenience stores, obviously the early part of 2009 had a much stronger pricing component in it.

We were very pleased with our chocolate and non-chocolate take-away in convenience channel throughout the fourth quarter.

We underperformed on gum, and that kind of dragged our take-away down somewhat.

Overall, we were up in a reasonable way in the fourth quarter.

We feel very good about programming going forward in the convenience class of trade for 2010.

We would have expected, as the price increases got normalized and we were lapping like increases that the convenience channel would slow a little bit in the fourth quarter, and it did.

Okay.

And then Bert, just in terms of the gross margin expansion in the 2010 that you're expecting, is it top of the 2009 number that did include some of the LIFO gains in the fourth quarter?

Yes, it is on top of the LIFO gains, so we're not excluding that.

Okay.

I mentioned nonrecurring because it's not -- it doesn't happen frequently and it was really primarily -- we use LIFO accounting and as we reduced our inventories as part of the Supply Chain Transformation and working capital initiatives, we got that.

So, yes, it doesn't exclude that, it's incremental to that.

Okay, and you said it was about 100-basis points of a benefit in the fourth quarter?

That's correct.

Okay.

And can you quantify the costs related to the Cadbury transaction with the advisory fee that you paid out in the fourth quarter?

Yes, I mentioned that they were about equal to the LIFO.

Okay, got it.

Thank you.

Your next question comes from Andrew Lazer with Barclays Capital.

Your line is open.

Good morning, Andrew.

Good morning, Andrew.

Lazer actually makes a good nickname, Andrew, you might have to -- that might have to stick.

Yes, I had that growing up every once in a while.

Good morning.

How are you?

A couple quick things.

Just one, from the perspective of your earnings guidance for 2010, I'm assuming that does not necessarily contemplate what you could do one way or the other with the cash that has come up throughout the call?

That's correct.

You had mentioned last call, Dave, that you were going to increase trade spend here and there just to ease consumers' transition to some of the new higher promoted price points and given it didn't necessarily come up specifically on the call I assume there was nothing really out of the ordinary with that and you didn't need more than you assumed or less than you assumed.

How did that process go?

Actually, Andrew, when we talked about the price increases and trying to get to higher promoted price points, which is what we wanted to do within our business, I think that went about as we would have expected.

Within the direct trade spending, obviously our spend is much more around getting location and merchandising and less about price reduction and I guess the one -- the only abnormal thing I would say -- or not abnormal because I guess it's going to become normal, in 2009 was the return of couponing as a large part of the mix.

Coupons were up pretty close to -- couponing was up pretty close to 30% across most of the categories in 2009 and so I think that's one of the elements of the mix that, given where the consumers' mindset is right now, would be about the only significant change I would point to in 2009.

Got it, okay.

And then just lastly, I think you've said you'll get into a lot more detail on the productivity opportunity and what have you at CAGNY.

I guess what I'm trying to get a sense of, if you -- the best we can do as you benchmark where you're at in terms of your supply chain numbers in 2009 and assumption on your ongoing productivity, it would seem like you still have some room if you benchmark you against peers -- and obviously a lot of your peers have been more recently ramping up their productivity efforts as well given the environment -- so I'm trying to get a sense of, as you get into this at CAGNY, are these -- can you say that these are programs that will be more ongoing in nature, meaning things for which the costs you'll absorb in the P&L as you go, rather than necessarily incremental charges like we saw as part of the Supply Chain program?

Yes, I think what we'll talk about is, as I said, sourcing and procurement opportunities, logistics and supply chain opportunities and then also, as we look at our, in the longer term, the way we use sales technology and work with retail partners, there's an opportunity for us to be much more efficient and that's one of the advantages of having a dedicated direct sales force.

So we'll talk about those -- all of those levers as ongoing productivity.

We at a minimum obviously want to offset inflation and we feel pretty good that we've got programs that can do better than that into the future.

Great, thanks very much.

See you soon.

Thank you, Andrew.

Your next question comes from Chris Growe with Stifel Nicolaus.

Your line is open.

Thank you, good morning.

Good morning.

Good morning.

Hi, just had some -- just three quick follow ups.

First would be, are there any residual Cadbury expenses that you'd taken in Q1, or is that all in Q4?

There's very little in Q1 and that's built into our 2010 forecast.

Okay.

And then if I could also ask about -- you mentioned early on about international growth over the last five years, could you give us a feel for how that performed in 2009, how was your -- excluding currency, of course?

Yes, 2009, you're quite right.

Currency was quite a big impact and it was a drag for the first three quarters.

But if you exclude currency, we had growth in all of our markets -- organic growth in all of our markets, including or excluding the Van Houten business that we acquired last January.

Could you give a composite?

Really was international growth up -- I guess what percentages of your total sales, or could you give us some feel for that?

No, we don't provide separate sales figures on the international business.

Could you say how much it was up for the year, then?

Yes, we'll actually cover it.

We'll release it in the K and we'll talk a little bit about it at CAGNY in terms of where we were in 2009.

Okay.

And then my final question is regarding your market share.

You had a number of unique factors in this quarter, like Cacao Reserve and Starbucks that were weighing on your volume, so excluding that looks like your market share would have been down a little bit, maybe flat.

Is that a good number you believe for the fourth quarter I'm talking here?

Actually we didn't -- I guess I would say I wouldn't necessarily want to get into the decomposing of the building blocks by brand or by event.

We expected that we would lose share in the fourth quarter.

It was largely due to premium and drug.

We lost 1.9 share points in the drug class of trade, which is a pretty meaningful class of trade for us in the fourth quarter.

Those were the two biggest drivers.

I don't think you can really decompose and say it's due to a brand or it's due to something, it really is those two events.

Overall we gained a tenth of a share point FDMxC in 2009.

We think that with everything -- all of the moving parts in the marketplace that that's a reasonable performance and we would expect to be able to continue that in 2010.

Okay, thank you.

Thank you.

Thanks.

Your next question comes from Bryan Spillane with Banc of America.

Your line is open.

Hey, good morning, just one quick one.

In terms of the guidance or the cadence you've given in terms of helping modeling out profits and gross margins, it sounds like it's front-half loaded with pricing and cost savings flowing through more in the first half of the year than the second half.

Is cost -- is your expectation for cost inflation that it will be higher in the second half than the first half, or should we just think about it as being consistent across the year?

Yes, the way we're looking at it right now is we've built all of our expectations into our standard costs and as a result, we don't -- we use standard, obviously, as the way we reflect our gross margin, so it's evenly spread throughout the quarters.

The one point that I would say is dairy, obviously we've made certain assumptions around dairy and we think that that will increase some, but not spike to the levels that we saw in 2008 when there was drought in Australia and New Zealand and things like that that made (inaudible).

And then the Global Supply Chain Transformation you've already mentioned, which, yes, we've ended the program.

There are still some incremental benefits and by the time you get to around mid year, that equalizes.

So if I were to understand, if there's any variability to the standard forecast in 2010 it's really going to be dairy that would drive it, not the other inputs?

Well, I would say that that -- there could be, obviously, pricing that occurs in commodity variability, but, yes, dairy certainly is the one that has the most potential to impact.

The other element, again, that we mentioned, which aids the first half is that the pricing, which remains built into the P&L on Valentine's and particularly Easter, because we ship a lot of Valentine's in the fourth quarter, is certainly front end loaded.

Okay, great, that's helpful.

Thank you.

Thank you.

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

Your line is open.

Hello?

Hey, Ken.

Hi, Kenny.

Just a -- there's a lot of questions.

I just want to add one quick question about mix.

I understand the premium categories have slowed down.

Are there opportunities within your margins to actually move up the mix, either between single serve or is it getting -- reducing the bags, or is there ship counts, just anywhere that you think that there's a mix component outside of pure cost savings and supply chain in this environment and can you talk about that a little bit?

Yes, there always are opportunities and we actually think very much about that with respect to our planning.

When we plan out customer plans and we plan out against promoting pack size, et cetera, we look at mix continuously.

I think that continuing to grow in convenience, our king size business continuing to grow, those are things that are very positive and favorable with respect to mix and I think when you look at 2010 versus 2009, there isn't any real significant change in the portfolio we expect to sell that would tell you we'll have a significant mix shift in 2010, but it is something that we are working -- always working towards to make sure that we take advantage of either more profitable customers and/or classes of trade.

Great.

I appreciate it, thank you.

Thank you.

Thank you.

Operator?

Hello?

Operator?

Your next question comes from Kevin Dreyer with Gabelli & Company.

Your line is open.

Hi, thank you, good morning.

Just very quickly, in looking at Cadbury, did that change from a management or board perspective the level of leverage that you'd be comfortable with as a Company?

And also just there was some talk about being open to M&A, how does this change your fine tuning on your on thoughts of globalization strategy, whether future M&A would come in existing markets, international markets or domestically?

I think we've said in the past in terms of international markets that --and it's not unlike a lot of other organizations, we certainly have a greater focus on emerging markets.

If you see where we've gone in the past, we've had a good mix of business for quite some time.

We entered into a joint venture in Brazil, same in India, we're active in a manufacturing JV in China, and there are other markets that are interesting to us.

I think we said in the past that we're -- in terms of the European market is more mature, perhaps more difficult to get into.

So emerging market, because of the factor growth rates and the living standards just increasing there, so that continues to be our focus.

In terms of do we have a different perspective on leverage, I, I think not.

We've always said that we very much value the A rating that we have.

As you would expect, we did an awful lot of modeling and discussions around different leverage levels, but philosophically we intend to have a strong balance sheet and the whole capital structure discussion really is a board-level discussion, which the board has an awful lot of input into.

So I don't think it has changed the way we approach it.

Okay, great.

Thank you.

Your next question comes from David Palmer with UBS.

Your line is open.

Hi, thanks.

One long question here.

The Hershey results remind me a little bit -- I guess it was over a decade ago when the beer industry and its players started to accept that low volume and perhaps stable per capita consumption was the reality for a long time, and pricing by the large players became the repeating driver of the top line and CapEx was lower than depreciation for a long time, driving above average free cash flow and it somewhat looks like Hershey today.

Is it possible that even after the consumer gets its feet under it that the US chocolate players accept that long term per capita increases in consumption are simply not going to be realistic long term and that we could be seeing the beginning of a period, which price increases with heavy reinvestment in advertising is a virtuous cycle and a healthy earnings driver for perhaps several years?

David, I think what I would tell you is that the category has consistently grown 3% to 4% for many, many years, the drivers are different depending on the set of circumstances.

Some years it's price increases, some years it's volume from innovation, some years it's base volume, other years it's been mix in terms of some of the shifting between either gum and mint or chocolate, but the category has been fairly consistent and robust and in a difficult economic time, it actually was even better than historical last year.

This year it happened to be driven by relative increases in price.

We are very pleased that the conversion has been better.

Unit conversion has been stronger than what the pricing models would have told us.

As we continue to look at our business going forward we view this as a very dynamic on-trend category, it's an advantage category, and we're going to make the appropriate investments in it to drive growth here.

I don't view it as a category that's not -- that doesn't have the capability to continue to be a advantage and drive good growth for us into the future.

Pricing actions in 2008/2009 were necessary given the commodity cost structure that we encountered and that happens from time to time in this business, but it is not -- it's not a signal that the only growth in this category can come from pricing.

Thanks, that's helpful.

Thank you.

Your next question comes from Jon Cox with Kepler.

Your line is open.

Yes, good morning.

I just had a couple of questions.

If I can come back to the commodity price question and you've not mentioned anything about pricing, but it seems to me that the cocoa prices, sugar prices and milk prices all going upwards and I'm just wondering what you might have planned.

I know you ducked the question a little bit in terms of pricing for this year.

It seems that you're going to have to increase prices and I think Cadbury alluded that last week as they were probably being taken over, but they were saying they would need to increase prices, as well.

I can't see any reason you can't increase prices.

I wonder if you can just comment on that to start with, please?

We're not going to com -- we're not going to talk about any kind of a forward look at pricing structure.

It's just not something that we're going to do.

That's -- it's competitive category dynamic and we just aren't going to comment on it in public.

Okay.

And then I just wondered if I could just ask you about potential M&A activity, you alluded to the fact potentially in some of the emerging markets.

I wonder if you can just maybe be a bit more specific with regards to maybe where you might be looking to expand because obviously at home it looks like pretty much everything's done there.

But I'm just wondering is it -- what about Europe, for example, or is it mainly you'd be looking more for the emerging markets then?

I think Bert commented on it earlier.

We have looked at emerging markets, we've made acquisitions over the last several years and/or had joint ventures; Brazil, manufacturing joint venture in China, a joint venture in India, certainly we've made an acquisition in Southeast Asia, one in Mexico in the last few years.

So emerging markets continues to be where we're looking and I think that's about all I would say.

As Bert said, it's the attractive growth rate in some of the economies going forward are what we're looking at.

Okay, thanks very much.

Thank you.

Thank you.

(Operator Instructions).

We'll take one more, operator, and then we'll call it a morning.

Your next question comes from Eric Serotta with Consumer Edge Research.

Your line is open.

My follow-up question has been asked and answered, so I'll pass it on.

Thanks.

Okay, Eric, thank you.

Thanks, Eric.

Well, thank you very much for joining us for this morning's conference call.

Matt Miller and myself will be available for any additional questions that you may have as you work through your notes and models.

Thank you.

This concludes today's conference call.

You may now disconnect.