Good day, ladies and gentlemen, and welcome to The Clorox Company Fourth Quarter and Fiscal Year 2011 Earnings Release Conference Call. [Operator Instructions] As a reminder, this call is being recorded. I would now like to introduce your host for today's conference call, Mr. Steve Austenfeld, Vice President of Investor Relations for The Clorox Company. Mr. Austenfeld, you may begin your conference.

Great. Thanks, Kevin. Welcome, everyone, and thank you for joining Clorox's fourth quarter conference call. On the call with me today are Don Knauss, Clorox's Chairman and CEO; Larry Peiros, Executive Vice President and Chief Operating Officer; and Dan Heinrich, our Chief Financial Officer. We're broadcasting this call over the Internet, and a replay of the call will be available for 7 days at our website, thecloroxcompany.com. Let me remind you that on today's call, we will refer to certain non-GAAP financial measures including, but not limited to, free cash flow, EBIT margin and debt-to-EBITDA. Management believes that providing insights on these measures enables investors to better understand and analyze our ongoing results of operations. Reconciliation with the most directly comparable financial measures determined in accordance with GAAP can be found in today’s press release, this webcast's prepared remarks or supplemental information available in the Financial Results area of our website, as well as in our filings with the SEC. In particular, it may be helpful to refer to tables located at the end of today’s earnings release. Please recognize that today’s discussion contains forward-looking statements. Actual results or outcomes could differ materially from management's expectations and plans. Please review our most recent 10-K filing with the SEC and our other SEC filings for a description of important factors that could cause results or outcomes to differ materially from management's expectations and plans. The company undertakes no obligation to publicly update or revise any forward-looking statements. Today, Don will start by sharing his perspective on our fourth quarter and fiscal year '11 results and the current business environment. Larry will then discuss our top line results for the quarter, followed by Dan, who will review our financial performance and outlook for fiscal year '12. Don will wrap up with his perspective on fiscal '12 before we then take your questions. Lastly, as a reminder, unless noted, our financial results exclude the impact of the noncash second quarter goodwill impairment charge. With that, let me turn it over to Don.

Thanks, Steve. Hello, everyone. Thanks for joining the call. As noted in the press release, we delivered strong fourth quarter results, and I look forward to discussing those with you in detail. But before I turn to our discussion of the quarter, however, I would like to take a minute to address the Icahn Enterprises proposal. As you know, on July 20, we received an unsolicited, conditional proposal from Icahn Enterprises to acquire Clorox for $80 per share. Now our Board of Directors, in consultation with our independent legal and financial advisors, carefully considered to Mr. Icahn's proposal and concluded it substantially undervalues the company and is not credible. We don't intend to comment further regarding the unsolicited proposal at this time, as the purpose of this call is really to discuss our earnings results and our financial outlook for FY '12. So with that, let's me turn to our results. We delivered strong fourth quarter results with 4% sales growth and 20% increase in diluted earnings per share. Now as we noted throughout fiscal 2011, we anticipated achieving higher growth in the second half of the year versus the first half, and we delivered it, returning to solid sales, profit and EPS growth in that period. In fact, we delivered the second half sales growth of 3%, second half net earnings growth of 6% and second half diluted EPS growth of 11%. Now as I look back on fiscal 2011, the external environment was certainly characterized by a slow economic recovery, declining U.S. categories and rising commodity costs. I think we're all familiar with those trends. With that in mind, I feel very good about our organization's demonstrated ability to effectively manage our business and successfully execute our Centennial Strategy and deliver results. We talked about a lot about…

Thanks, Don. Hey, good morning or good afternoon to everybody on the call. As Don said, we had a strong Q4 with volume up 2% and sales up 4%. This is the best sales growth we've seen since Q2 of last year and was driven by a base brand growth and new product innovation. Advertising support was up double digits. Sales was up in all 4 of our business segments. All in all, these are very solid results in what remains a very challenging economic environment. Share results in the U.S. were also strong, although our categories are still recovering. We held share and track channels in Q4. On an all-retail outlet basis, we grew share by 0.5 point over the past 52 weeks and held or gained share in all of our categories. We have now recorded more share growth over the past 3 years than any branded competitor or private label in our categories. And our total company share is at an all-time high of 27.9%, up 1.4 share points since fiscal 2008. Category consumption in track channels was down about 1 percentage point in Q4, similar to the trend we've seen over the last year. On an all-retail outlet basis, category consumption was down about 2 points for the past 52 weeks. Over the last several quarters, we have seen some improvement in our all-outlet category trends, although they remain impacted by the weak economy. In International, our market share results were more mixed with share down slightly in Latin America and about flat in Canada. Categories in International markets are healthier than in the U.S., with both positive volume and dollar share trends. Turning to our Cleaning segment, volume grew 4%, driven by volume growth at our Home Care business and our Away From Home business.…

Thank you, Larry. And hello to everyone on today's call. I’d like to provide some additional perspective on our fourth quarter and fiscal year 2011 results and our financial outlook for fiscal 2012. As you evaluate our results and assess our financial outlook, there are 4 key themes I'd like you to consider. First, we had a strong finish to the fiscal year that was marked by an increasing commodity costs and a very challenging economic environment. Second, we successfully managed through 2 significant cost inflation cycles in the recent past. And with our pricing actions, new product innovation and strong cost savings, we were able not only to recover our margins but also increase them. As we enter the third major inflationary cycle in the last 6 years, we believe our effective cost-savings initiatives, combined with the benefits from pricing and new product innovation, should again allow us to manage our margins effectively through the cycle. Third, despite the inflationary pressures we face, we remain committed to strong demand creation and investment levels, as well as investing in our information systems and facilities infrastructure to provide platforms for future growth and cost savings. And fourth, our improved second half fiscal year 2011 performance provides us with a solid base and momentum as we enter fiscal year 2012, which gives us confidence in achieving our financial outlook. Starting with my first theme. We continue to manage well through a difficult environment. We had a solid finish to the fiscal year despite significant commodity cost inflation and soft categories. As Larry and Don have both mentioned, we deliver good volume and top line growth in the second half of the fiscal year, continued to expand our leading market shares, successfully launched consumer-preferred new product innovation and implemented several price increases. We…

Yes, just building off Dan's comment about the momentum going into '12, I certainly feel confident about our plans for fiscal year 2012 and the outlook we provided in May, and we confirm today. Now just to summarize what makes me so confident about our plan and our prospects for continued growth and value creation. First, our brands have never been stronger, as evidenced by the market share trends that Larry took you through. That certainly gives us confidence in our ability to maintain our brand leadership, even as we take price increases across most of our portfolio. And as Larry noted, 95% of our price increases over the last 5 years have stayed in the marketplace, and we've gained share despite those price increases. Second, we've seen resurgence in our top line across nearly all of our business units reflecting some of the strongest domestic growth in our sector. This gives us momentum as we move into FY '12, and we have a strong new product pipeline teed up for the year with customer feedback indicating it's one of the more -- most robust innovation plans out there. And third, our unparalleled track record of driving efficiency through our highly effective and proven cost savings program, which has delivered about $100 million or more in annual savings since 2003 and certainly will help us offset any anticipated commodity cost increases. So at the end of it, I believe we have the right people, the brands and the capabilities to successfully execute our Centennial Strategy and keep achieving our financial targets and fuel sustainable growth to really enhance shareholder value. Now we -- to that point, we have consistently delivered long-term growth and earnings before interest and taxes and total stockholder returns. As you look over the last 3 fiscal years from July 1, 2008 until June 30, 2011, we delivered total stockholder returns of 43% versus 10% for the S&P 500 and 34% for our peers -- for our peer group. Our cash flow performance, as Dan noted, has been a hallmark of this company. And we’ve delivered 10% free cash flow as a percent of sales on average annually for the past 5 years. And finally, since the beginning of fiscal year 2006, we have returned $2.6 billion to stockholders in the form of dividends and share repurchases. We've increased total annual dividends paid to Clorox stockholders every year for the past 34 years having doubled our dividend from $1.20 to $2.40 per diluted share in just the past 5 years. Before I turn it over to the operator and open the lines for your questions, I'd like to confirm that the purpose of the today's call is to discuss our earnings results and outlook. And we'll not be taking any question regarding the Icahn Enterprises proposal or our board's response. So with that, why don't we open it up to questions?

[Operator Instructions] We'll go first to Wendy Nicholson with Citi Investment Research.

And there's a lot of color there in terms of the guidance, so I apologize if I missed this. But basically, you came in at the high end of your guidance, I think, or the implied guidance for the fourth quarter, and yet, you're keeping the outlook for 2012 the same, despite the fact that the outlook for the commodities isn't as bad and gross margins are supposed to be better than you expected. So what's the offset? Is it less cost savings? Is it more advertising spending? Why didn't the full year guidance for 2012 go up?

Wendy, this is Dan. We, obviously, every quarter look pretty thoroughly at our plans for the coming quarters and the year. We just launched our initial outlook in May, and we're only about 30 days or so into the fiscal year. We evaluate anything that's changing, our outlook on commodity costs, advertising, pricing, projections of volume, cost savings and various actions that we might take. So we evaluate all those factors, including the amount and timing of share repurchases. So while we are seeing some favorability, at least, initially in terms of what we're expecting for commodities for the full year, as we evaluate all of the other changes in the outlook, we’ve concluded that the $4 to $4.10 range is still appropriate for us for fiscal '12.

And then specifically on the gross margin guidance, the change, relative again to last time, is that solely a function of your outlook on commodities? Or is there any change there in the expectation for how much promotional spending you'll be doing?

No real changes to plans for promotional spending over the course of the year. It is primarily related to our updated view on commodities.

We'll go next to Chris Ferrara with Bank of America.

Similar question, I guess, on the top line. So 1% to 3% in the guidance, pricing still plus 4%, volume flat. What's going the other way, I mean, I guess mix and FX in some way, but can you just put a little color on that?

Pricing is really the big kind of wild card in terms of the full year. We do expect that the sales trend will be about the same, first half and second half. But as you will recall, our first half last year was pretty weak. We were down about 3%, and the second half is much stronger. So what we're indexing off of is quite different. So I would say, essentially, what is reflected in our volume outlook is really the -- largely the impact of pricing. FX is a minor, at this point, a minor piece of the pie.

And I'm sorry if I'm being dense. I guess the sales guidance, the midpoint is plus 2% for the full year, right? And what you're saying pricing is plus 4% and volumes flat, I guess, the math doesn't tie together, right, if pricing is negligible, does it mean mix is expected to be in negative, too?

The impact is -- there's also the impact of innovation, which we expect will be 2 to 3 points of incremental sales growth.

Keep in mind, I'm not sure if you got it. This is Dan, I don't know if you have it in your analysis. But as you know, whenever we take pricing, it has a depressive near-term effect on volume. So at least on the top line in the early phases of pricing, the rate benefit gets washed out to a substantial extent by the impact on volume, and then as consumers adjust to the prices over time, we see that volume return.

Now I can follow up on that off-line. I guess the other one is can you -- I'm sorry if you did this also already. But on commodities, what got better? I mean, was it the polyethylene, the crude-based stuff that brought the forecast down?

The biggest component that we have in our commodity space is, obviously, resin, which is tied to the price of energy and oil. And so, we're projecting a little bit more favorability in resin over the balance of the year. That's predicated on kind of oil remaining in the trading range that it's been in recently. So again, if we do see a spike in that, we might have to revisit that assumption. But the biggest change in the commodity basket was resin.

Great. And just finally, I think you said you guys said briefly that -- I think, Larry, you said that you see some improvement in categories or some reason to think there's some improvement coming, maybe I got that wrong. But if not, can you elaborate a little bit on that, what you're seeing?

So if you look at the all-retail outlet consumption numbers on a kind of 52-week ending basis over the last 3 quarters, there's a bit of an uptick in terms of the rate of decrease. In other words, there's less decrease this quarter than there was last quarter. And there's less decrease in that quarter than there was the previous quarter. So we're seeing some sequential improvement in terms of the trend in the all-outlet data. Still obviously negative and still affected by the economy. But there is a bit of a tick-up, which gives us some encouragement.

We'll go next to Tim Conder with Wells Fargo.

Gentlemen, just continuing on the pricing front, are you worried that as the commodity costs do come down, will you get some pushback from the retailers and then with the consumers, given the recent data over the last couple of weeks for the overall economy here and some of the International markets that you compete in, are you concerned that the consumers will be a little less hesitant, plus also retailers will say the commodities have come in, so let's maybe back off on the price increases, especially as...

The commodities have come down in terms of what we think the increase will be year-over-year, but the commodities are still up dramatically versus a year ago. So there's still a very compelling case for taking pricing on our brands. It really hasn't has gone away very significantly. So I don't see a concern there. Obviously, we're very concerned about the consumer response in this economic environment to pricing. The good news is we're being matched by competitive sets. The good news is we've been through these kinds of cycles before. And we've proven that our models are very predictive, and with things like innovation and brand-building efforts, we can weather the storm. But that clearly is the biggest concern we have around pricing is the ultimate consumer reaction.

The only thing I -- This is Don, Tim. The only thing I would add to that is what Larry -- his last comment about innovation. I think when you look at our innovation pipeline, those items that were -- we teed up for the trade in the first half of this fiscal year, and then what we are going to launch in January, we feel very bullish about the innovation pipeline, which in an aggressive pricing environment really helps when you tie those price increases to substantial innovation.

Okay. And gentlemen, on the cash flow front, can you just refresh us again as the IT spending starts to fall off and some of the other investments that you've been making last year and here into fiscal '12, sort of the timing and the underlying run rate on your CapEx after you back off as those other investments complete themselves?

Sure. Let me just run through the comparatives. If you went back the last 3 or 4 years, you would see our CapEx used to be right around $200 million to $210 million roughly, about equal to depreciation and amortization. What elevated in fiscal '11 at $228 million, primarily related to IT investments. And then, we're expecting a range of $240 million to $250 million in fiscal '12, driven by both additional IT investments and facilities. We're expecting to see that starting to come back down as we enter into fiscal '13. In fact, we would expect -- we'll have a little bit of tail in the IT investments in '13. But over the 2013, 2014 period, you should see us get back to about that $200 million to $210 million CapEx spend level.

We'll go next to Ali Dibadj with Sanford Bernstein. Ali Dibadj - Sanford C. Bernstein & Co., Inc.: So understanding that you necessarily want to talk about Icahn directly, there were certainly pieces of the prepared remarks that were a little bit, I guess, defensive or self-laudatory. And so, I just want to, even if you don't want to talk about that situation specifically, I kind of want to understand, the market is telling us that you're worth something like $70. There's a bid out there of, let's say, that says you're worth $80. Do you guys think you're worth a lot more? I just want to understand what you think you're actually worth or, at least, what you think the market is missing in terms of how we value your company.

Ali, this is Dan. We're not going to comment on our point of view regarding how we value the company or how we think about the company. So what I would point to is, again, why we think we can generate shareholder value over time, the investment thesis, why we think we're a good investment. And that gets back into our strong brands and capabilities, our track record of generating cash flow, our 3D ability to innovate, all of those factors are part of why we think we're a very good investment for investors. But we're not going to speculate or comment on any point of view regarding the value of the company. Ali Dibadj - Sanford C. Bernstein & Co., Inc.: Okay. You certainly have one. It sounds like it's above the price point you are right now, but you're not manifesting it by buying back stock. So could you talk a little bit about what precluded you to do so, whether it was exploration of strategic alternatives, what else was going on? Because your actions are different than what you're telling me.

I can't comment on specifically the facts and circumstances that led to our decision to stop share repurchases. And so, it has nothing to do with our view of the value of the company. It has to do with other factors, and we just simply can't comment on those factors.

And I would just add, Ali, as Dan said, we're planning on completing the share purchase in FY '12. So we still have those plans in place to do that. As far as the self-laudatory comment, I think we're just trying to put the facts out there about what we’ve achieved over the last 3 years. Ali Dibadj - Sanford C. Bernstein & Co., Inc.: Can you just help me understand why you can't comment -- I mean, this is obviously something that's important to investors, why you can't you comment specifically on why you couldn't buy back stock?

I think, like I said, our plans are to continue to buy back stock. We exited in that window. We're planning to complete our share repurchases in FY '12, as we noted before. Ali Dibadj - Sanford C. Bernstein & Co., Inc.: But your plans were to have finished already. So I'm just trying to understand what changed, and I understand that there are things going on with this bid. But those all happened in July, at least, the most recent stuff happened in July. So are there strategic alternatives that you're looking at?

Again, Ali, you can keep probing, but we're not going to comment on our point on valuations of stock. The only thing I will say is that -- well, we're just not going to comment on it, sorry.

We'll go next to Edward Kelly with Crédit Suisse. Edward Kelly - Crédit Suisse AG: Your largest customer is having a very difficult time driving sales growth. In fact, I mean, their traffic is negative. There's been a lot of speculation about them pulling the pricing lever to try to fix the issue. To me, it just seems like it's hard to pass through -- or it would be harder to pass through pricing in this type of environment with the customer feeling those types of pressure. So can you walk us through how this all plays out and basically how that negotiation goes?

So I mean, that particular customer has never been a fan of price increases. And so, we always provide a thorough discussion about the reason for taking pricing out, obviously, based on largely raw material cost increases. I would not say that's been a particular issue with either that retailer or other retailers this time around, just because pricing is so rampant in the marketplace. I mean, a lot of the commodity pressure we're feeling are even more acute in some of the food categories. And so, retails are seeing a lot of pricing. Obviously, none of us likes the inflationary effect of that. That's kind of reality, and given that our pricing is based on sound economics, they've been accepted by all retailers at this point.

The only other thing I would add on that, as far as our largest retailer goes, is that they're focused to returning to the basics of getting the assortment back where they want it, getting some of the executional details at the store level righted. I think they're certainly going in the right direction. And I think, as you look at all of our retail partners, they're getting the same kinds of cost pressures on their brands that the branded manufacturers are seeing. So while no one likes these price increases, I think everyone has to take on a cost-justified basis the right level of pricing. And again, what I would just add that, that's caused us to really step up the pace of innovation, and I feel good about linking a lot of that pricing to innovative products. Edward Kelly - Crédit Suisse AG: And maybe a broader follow-up. You talked about a few cycles of inflation over the last few years. The consumer seems to be a little bit different today. How does the elasticity that you're assuming within your numbers compare to historical trends?

Generally speaking, it's not materially different. There are a few categories where it's changed. But generally speaking, we haven't seen huge changes. And quite frankly, it's a larger value equation and the reason why I think Don keeps coming back to innovation is that news on products or products that are more convenient or better working help the value equation. So they help offset the negative impact of simply the price.

And I think the thing that we take comfort in and confirm the direction we're taking is the fact that we’ve gained more market share than any of our competitive set during this period says to us we're on the right value delivery for our consumers. So if we weren't gaining share, I'd probably have a different answer for you. But the fact is we're gaining share at a faster clip than any of our branded competitors, and we think that the consumer is voting with their wallet and saying you guys are delivering value.

And the other thing I'd tell you is pricing is a brand-by-brand, category-by-category situation. Elasticities do vary quite a bit by business and category, and obviously, our innovation plans vary by business and category over time. So we always look at these things very specifically in terms of what we do by brand.

We'll go next to Linda Bolton-Weiser with Caris. Linda Weiser - Caris & Company: If my math is right, you're going to have, I don't know, maybe a 5% diluted share count reduction year-over-year in FY '12 for the full year. I don’t know. Maybe you'd like to take a stab at giving some guidance on the share count. But if that's the case, I mean, with your EPS guidance the way it is, it's really not a projection for very much operating profit growth in FY '12. So I guess -- and you didn't really have any operating profit growth in FY '11. In fact, a slight decline, it looks like. So what is it that you could do differently? You've mentioned you've taken pricing earlier in the cycle. Is it still on the pricing side doing more sooner or what is it that you need to do to actually get operating profit growth in your company?

Well, Lynn, I think you also have to factor in the $36 million to $40 million of spending, expense spending we're doing against IT and facilities. And you can take a point of view whether that's a onetime investment or ongoing. We would view it as onetime. So we've made that choice. It would be easy to kick that can down the road and say, "Gee, these things are tough right now, let's not make that investment." But we think that’s the -- a good investment to make for the company because it will allow us to drive future cost savings and efficiency and provide platforms for growth. So you've got to keep in mind is that $35 million to $40 million that are in there. Obviously, when we're going from $90 million of commodity cost pressure to $140 million to $150 million, that's a big impact. We will see the vast majority or a big portion of that impact in the first half of the year. But our projections right now as we look at it, on our cost savings, our pricing and everything else, we believe we're taking the right actions to be able to weather through the impacts of those cost increases and just start to see margin growth in the back half of the year.

We'll go next to Bill Schmitz with Deutsche Bank.

Just in terms of that corporate spending line on the segment detail, is that kind of a run rate or is that an anomaly in the quarter, do you think? The corporate overhead piece, so like the dramatic reduction in the corporate line on your segment reporting, it came down about $30 million year-over-year. Is that like the new spending level or is there an anomaly in the quarter?

Let me talk and a lot of what goes on in SG&A does end up in the Corporate segment. So let me kind of talk about our SG&A levels. If you look at SG&A for the full fiscal year, we ended up at about 14%. I think, historically, we've been more around the 12.5% to 13% level. We're elevated up around the 14% level. It has to do with our IT, it has to do with our facilities investments, but we also have lower incentive compensation in the year. So part of what you see in the Corporate segment and the reason you don't actually see a bigger increase in selling and admin is really due to lower incentive compensation cost for fiscal '11. Now as you think about fiscal '12, the right range for selling and admin is in the 14% to 15% range. We are a company that pays for performance. And again, while we feel good about the second half of fiscal '11, we did hit our stretch targets in our incentive compensation programs. And therefore, there's lower incentive compensation expense for fiscal '11. Assuming we're able to hit our targets for fiscal '12, we should see a return to more normal incentive compensation levels for '12. So again, I think 14% to 15% would be the right range for fiscal '12.

And that includes the stepped-up IT investment?

That does. That would include that as well.

At that level, Bill, that 14% to 15% that Dan said, it should still keep us on the top third of our peer set in terms of efficiency around SG&A.

Okay. And then, just on the Bleach business, I mean, are you still seeing consumers under-dosing, and is there a timeframe for volume to kind of pick up there?

So we've been out with dosing messages. I think you know we haven't picked up any material changes yet, but it's something that we continue focus on. And some of the longer-term innovation will also, I think, address the innovation story as well as broader use of Bleach.

I think the other thing, Bill, you'll see is a new advertising campaign on bleach which gets at the younger generation and increasing awareness and usage among that cohort. And also, as Larry said, there's some innovation around new products that really make it much more convenient and easier to dose an HE machine where there's a particular problem, given the small trays that most HE machines have. So you'll see some new products very quickly here that address that as well as new advertising.

And is that business still about 10% of sales?

Well about, yes.

And then just lastly, was there a dramatic difference in the tenor of sales growth throughout the quarter? Because it seems like for everybody, the scanner and all that [ph] data was directionally right that April was pretty bad and then it got progressively better and actually left June pretty solid?

I don't think our trends were inconsistent with that, which is kind of interesting given that consumer spending in June on a macro sense was down. But yes, our trends weren’t inconsistent with that, Bill.

Okay. And how about July so far? I mean, how is it looking?

We're on track.

We'll go next to Alice Longley with Buckingham Research.

I'm just trying to clarify the price and volume guidance for the first half. I think you said that pricing would be up more than volume is down in the first half. Is that also true for the first quarter?

Alice, this is Steve. As we see it right now, there is no material difference among the halves or the quarters in terms of the impact from pricing and volume. And again, just to reiterate, we're expecting to get round numbers about 400 basis points of benefit from pricing, and a good portion of that will be offset with volume losses as consumers adjust to those higher prices. So I think echoing back to I think it was Chris's question as well, 400 basis points of benefit from pricing. But you end up closer to flat, maybe slightly up on volume. And that's included then in our sales outlook of 1% to 3% on the year.

But in the first half, we may have something like 1% organic sales growth. So we have price up 3% and volume down 2%. Is that the right way to think?

I wouldn't want to give you a specific number or range, but Larry mentioned in his comments that at this point, we don't see a material difference throughout the year in sales growth quarters-to-quarter or among the halves. I mean, it will certainly be different, but nothing like what we saw in fiscal '11, where we had some prior year comparisons that made sales growth a little bit more choppy through the year. The best we can tell you right now is that it will be pretty consistent.

Okay. And then internationally, should we expect stronger growth offshore, excluding currency, than we've had for the last couple of quarters where volume has been flat and pricing has been 2% to 3%? Or is that what we should be using first fiscal '12?

No, I expect stronger volume results in the current fiscal year.

And why mainly is that?

The categories continue to grow both from a volume standpoint, as well as from a sales standpoint. And again, we focus on innovation in the U.S., but a lot of that -- a big portion of that plays out in International markets as well. So we have probably a stronger -- well we do have a strong innovation program this year in International than we did previous year.

But volume may be up low single digits internationally or stronger than that?

It's probably about in line with the rest of it. So I don't think we'll see a dramatic difference between U.S. and International this year.

We'll go next to Patrick Trucchio with BMO Capital Markets.

My question is on the IT spending. Do you expect to benefit from the investments in fiscal '12, or is that a fiscal '13 event? And would the savings from it be included in your annual run rate, or would it be incremental to that?

We'll be -- Phase 1 of the project in the International SAP will go out in '12. It will probably be fiscal '13 before we start to see meaningful benefit from that investment. So -- and it will be included. This is how we keep this $90 million to $100 million plus in cost savings going, as the investments that we're making this year are the ones that throw off the cost savings in 2 to 3 years. So yes, we will report the cost savings as part of our normal cost savings reporting.

We'll go next to Reema Kapadia with Barclays Capital.

It's actually Lauren Lieberman. So first question was just on the cost savings. So not to take anything away from the track record of at least $90 million to $100 million a year, but one question I’d had looking into 2012, is that a lot of other companies have broadly said maybe more of a balance between pricing and cost savings as a way to offset inflation, meaning they've stepped up their cost savings programs in the face of greater inflation. For you guys, it's been more this is kind of what we do annually. So any thoughts around maybe why? Is it just that you maybe are sort of run more efficiently as it stands? So it's less easy to find stuff to kind of cut around the edges on a short-term basis?

Lauren, we’ve had a long track record of cost savings. You’d have to go back years ago to say the low-hanging fruit was cleared out. So most of the projects that we have these days, they’re multiyear in nature. They require investment funds. We manage our cost savings pipeline, just like we do on new products. We look out 2 to 3 to 4 to 5 years. We go through our cost savings ideas. We look at which ones we want to invest in, which ones have the biggest return. And then we make those choices. And so, in any one quarter basis, first of all, in every project, we try to get it to be -- get the cost savings as quickly as we can in that particular project. But we do so with a lens to make sure that we're not suboptimizing the total cost savings we get from the project, trading off speed to savings versus maximizing the savings or jeopardizing the sustainability of those savings. So to say that we could suddenly -- because of the multiyear nature and the investments required suddenly move up our cost savings to $20 million to $30 million to $40 million. The short answer would be no. That's not how we manage, that's not how we invest. What we are really looking forward is the sustainability over time. And we also have this $20 million to $30 million that we set aside each year to invest in these projects. Obviously, this year we're elevating it a little bit for IT and facilities to help enhance that. But we allocate that out to the highest return project. So we feel really good about our track record. But given the multiyear nature, it's pretty hard to say that we can meaningfully move the number quarter-to-quarter.

Okay. And then a housekeeping sort of thing. When you guys give the components of gross margin in that bridge and you talked about pricing, is that pricing benefit net of volume? So is it the same way you're talking about pricing on the top line or is it just the pure price?

Lauren, the roughly 400 basis points we’ve talked to of pricing benefit, that's a rate benefit in the sales line. So again, we're indicating that from a sales perspective, we're going to offset a good portion of that with lower volume as consumers adjust. On the gross margin line, round numbers, you're only going to see about half of that benefit despite the nature of sales versus gross margin or gross profit. If that makes sense.

No, of course. I'm sorry, I meant like, when I look at, say, this past quarter, I forget what the number was, 80 basis points or something, that is really just -- that's just a pure pricing piece. It’s not net of any volume because then you guys have also talked about pricing things in net 1% benefit to the top line because you're baking in elasticity when you talk about it?

Correct. If it's a margin line, it's a net benefit.

We'll go next to Leigh Ferst with Wellington Shields.

My question has to do with second half. It seems like there's a little bit of a leap of faith that you're asking from us. Could give us an example of one of your innovations or one of your pricing moves that you think is going to not benefit you until the second half of your fiscal year so we can just a better understanding of how that plays out?

It's really kind of a more of a timing issue than anything else, right? So pricing takes effect for the most part in August kind of timing. So we’ve already cut off part of the year, just in terms of when it actually gets in the marketplace. And then depending on when competitors match and how quickly they match and how quickly that's reflected in retail, there’s, typically, a bit of a lag. So typically, the pricing plays out, in terms of what gets into the marketplace and what gets into consumers' heads over the course of a few months. And so the real impact is really in the second half of the year versus the first half of the year. Does that address your question? In terms of the innovation, we’re just adding innovation as we go through the year. So we have essentially a bunch of innovation that goes out in July and kind of a second staging of innovation, the second half of the year.

Okay. And in terms of pricing, you said that -- I think you said that you're seeing a good reaction in terms of the prices being followed. Are you -- but you are expecting to lose some volume. Could you tell us if there's much disparity between the price and the volume market share and if you're willing to give up volume market share for value market share?

So generally, when we see volume declines in pricing and others take pricing in the category, we see category declines. And so, in a perfect world, if everybody takes kind of pricing at the same time, the relative pricing stays about the same. Volume in the category goes down, but our share essentially is preserved. That's kind of in a perfect situation. And generally speaking, most categories we're seeing competitors match, and again, it may take some time to get a reflected on the shelf. But we're seeing matching. Are we willing to take volume share declines for pricing? Certainly, in the short term, that's an effect that we often see, and the answer to that as yes.

In the interest of time, why don't we take one more question? And for any those of you who may still be in the queue, I encourage you to call our IR team afterwards, and we'll be happy to address any remaining questions.

And we'll take our final question from Preeya Urigupta [ph] from Barclays Capital.

I was just wondering if you could some update on your thinking around targeted capital structure, balance sheet management. For some time now, you’ve prioritized the high BBB rating and investment grade. Has your thinking shifted at all over the near term here?

Our targeted capital structure, at least as we think about debt to EBITDA, we’ve said pretty consistently that we like to operate in a 2.0x to 2.5x debt to EBITDA. That really remains unchanged. I think we finished the year fiscal '11 just slightly below 2.3x debt to EBITDA. I think we have a good balance of dividends versus share repurchase in our mix. We'd even like to stay in that 2x to 2.5x even with acquisitions. So I think we're pretty comfortable there. It's not to say that we wouldn't go above 2.5x, if we didn't see -- if we saw a good opportunity from an inorganic growth standpoint. But I think from an operating basis, we're comfortable with that kind of debt structure, debt to EBITDA. And obviously, we're still fully committed to returning any capital that we have in the business that we don't need in the business.

So with that, thanks everyone for joining us on the call. And we certainly look forward to speaking to you again in the fall when we share our fiscal first quarter results. So take care, everyone. Thanks.

And ladies and gentlemen, that does conclude today's call. We do appreciate everyone's participation.