• Packaged Foods
  • Consumer Defensive
Conagra Brands, Inc. logo
Conagra Brands, Inc.
CAG · US · NYSE
29.83
USD
-0.32
(1.07%)
Executives
Name Title Pay
Mr. Alexandre O. Eboli Executive Vice President & Chief Supply Chain Officer 1.57M
Ms. Tracy Schaefer Senior Vice President & Chief Information Officer --
Ms. Melissa Napier Senior Vice President of Investor Relation --
Mr. Sean M. Connolly President, Chief Executive Officer & Director 5.18M
Ms. Charisse Brock Executive Vice President & Chief Human Resources Officer 987K
Ms. Carey L. Bartell Executive Vice President, General Counsel & Corporate Secretary --
Mr. Jonathan J. Harris Executive Vice President and Chief Communications & Networking Officer --
Mr. James Patrick Kinnerk President of Conagra International & Foodservice --
Mr. Thomas M. McGough Chief Operating Officer & Executive Vice President 1.95M
Mr. David S. Marberger Executive Vice President & Chief Financial Officer 2.01M
Insider Transactions
Date Name Title Acquisition Or Disposition Stock / Options # of Shares Price
2024-07-24 Connolly Sean President and CEO A - A-Award Common Stock 230347 0
2024-07-24 Connolly Sean President and CEO D - F-InKind Common Stock 102044 29.86
2024-07-24 Connolly Sean President and CEO A - A-Award Restricted Stock Units 128807 0
2024-07-24 Eboli Alexandre EVP,Chief Supply Chain Officer A - A-Award Common Stock 27354 0
2024-07-24 Eboli Alexandre EVP,Chief Supply Chain Officer A - A-Award Restricted Stock Units 32887 0
2024-07-24 Eboli Alexandre EVP,Chief Supply Chain Officer D - F-InKind Common Stock 12118 29.86
2024-07-24 Bartell Carey EVP, GC and Corp. Secretary A - A-Award Restricted Stock Units 16443 0
2024-07-24 Bartell Carey EVP, GC and Corp. Secretary A - A-Award Common Stock 1824 0
2024-07-24 Bartell Carey EVP, GC and Corp. Secretary D - F-InKind Common Stock 809 29.86
2024-07-24 Johnson William Eric SVP, Corporate Controller A - A-Award Restricted Stock Units 6851 0
2024-07-24 MARBERGER DAVID S EVP and CFO A - A-Award Common Stock 54707 0
2024-07-24 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 24236 29.86
2024-07-24 MARBERGER DAVID S EVP and CFO A - A-Award Restricted Stock Units 34257 0
2024-07-24 O'Mara Noelle EVP & President, New Platforms A - A-Award Restricted Stock 68514 0
2024-07-24 O'Mara Noelle EVP & President, New Platforms A - A-Award Restricted Stock Units 35628 0
2024-07-24 Brock Charisse EVP, Chief HR Officer A - A-Award Common Stock 21883 0
2024-07-24 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 9695 29.86
2024-07-24 Brock Charisse EVP, Chief HR Officer A - A-Award Restricted Stock Units 16443 0
2024-07-24 McGough Thomas M EVP & COO A - A-Award Common Stock 54707 0
2024-07-24 McGough Thomas M EVP & COO D - F-InKind Common Stock 24236 29.86
2024-07-24 McGough Thomas M EVP & COO A - A-Award Restricted Stock Units 34257 0
2024-07-22 McGough Thomas M EVP & COO A - M-Exempt Common Stock 14266 0
2024-07-22 McGough Thomas M EVP & COO D - F-InKind Common Stock 6047 29.66
2024-07-19 McGough Thomas M EVP & COO A - M-Exempt Common Stock 10105 0
2024-07-19 McGough Thomas M EVP & COO D - F-InKind Common Stock 4477 29.63
2024-07-19 McGough Thomas M EVP & COO D - M-Exempt Restricted Stock Units 10105 0
2024-07-22 McGough Thomas M EVP & COO D - M-Exempt Restricted Stock Units 14266 0
2024-07-22 MARBERGER DAVID S EVP and CFO A - M-Exempt Common Stock 14266 0
2024-07-22 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 6320 29.66
2024-07-19 MARBERGER DAVID S EVP and CFO A - M-Exempt Common Stock 10105 0
2024-07-19 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 4477 29.63
2024-07-19 MARBERGER DAVID S EVP and CFO D - M-Exempt Restricted Stock Units 10105 0
2024-07-22 MARBERGER DAVID S EVP and CFO D - M-Exempt Restricted Stock Units 14266 0
2024-07-22 Johnson William Eric SVP, Corporate Controller A - M-Exempt Common Stock 3424 0
2024-07-22 Johnson William Eric SVP, Corporate Controller D - F-InKind Common Stock 1004 29.66
2024-07-19 Johnson William Eric SVP, Corporate Controller A - M-Exempt Common Stock 1515 0
2024-07-19 Johnson William Eric SVP, Corporate Controller D - F-InKind Common Stock 469 29.63
2024-07-19 Johnson William Eric SVP, Corporate Controller D - M-Exempt Restricted Stock Units 1515 0
2024-07-22 Johnson William Eric SVP, Corporate Controller D - M-Exempt Restricted Stock Units 3424 0
2024-07-22 Eboli Alexandre EVP,Chief Supply Chain Officer A - M-Exempt Common Stock 7133 0
2024-07-22 Eboli Alexandre EVP,Chief Supply Chain Officer D - F-InKind Common Stock 3160 29.66
2024-07-19 Eboli Alexandre EVP,Chief Supply Chain Officer A - M-Exempt Common stock 6467 0
2024-07-19 Eboli Alexandre EVP,Chief Supply Chain Officer D - M-Exempt Restricted Stock Units 6467 0
2024-07-19 Eboli Alexandre EVP,Chief Supply Chain Officer D - F-InKind Common Stock 2865 29.63
2024-07-22 Eboli Alexandre EVP,Chief Supply Chain Officer D - M-Exempt Restricted Stock Units 7133 0
2024-07-22 Connolly Sean President and CEO A - M-Exempt Common Stock 60068 0
2024-07-22 Connolly Sean President and CEO D - F-InKind Common Stock 25199 29.66
2024-07-19 Connolly Sean President and CEO A - M-Exempt Common Stock 37996 0
2024-07-19 Connolly Sean President and CEO D - F-InKind Common Stock 15940 29.63
2024-07-19 Connolly Sean President and CEO D - M-Exempt Restricted Stock Units 37996 0
2024-07-22 Connolly Sean President and CEO D - M-Exempt Restricted Stock Units 60068 0
2024-07-22 Brock Charisse EVP, Chief HR Officer A - M-Exempt Common Stock 5706 0
2024-07-22 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 2394 29.66
2024-07-19 Brock Charisse EVP, Chief HR Officer A - M-Exempt Common Stock 4850 0
2024-07-19 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 2149 29.63
2024-07-19 Brock Charisse EVP, Chief HR Officer D - M-Exempt Restricted Stock Units 4850 0
2024-07-22 Brock Charisse EVP, Chief HR Officer D - M-Exempt Restricted Stock Units 5706 0
2024-07-22 Bartell Carey EVP, GC and Corp. Secretary A - M-Exempt Common Stock 4280 0
2024-07-22 Bartell Carey EVP, GC and Corp. Secretary D - F-InKind Common Stock 1897 29.66
2024-07-19 Bartell Carey EVP, GC and Corp. Secretary A - M-Exempt Common Stock 3638 0
2024-07-19 Bartell Carey EVP, GC and Corp. Secretary D - F-InKind Common Stock 1612 29.63
2024-07-19 Bartell Carey EVP, GC and Corp. Secretary D - M-Exempt Restricted Stock Units 3638 0
2024-07-22 Bartell Carey EVP, GC and Corp. Secretary D - M-Exempt Restricted Stock Units 4280 0
2024-05-27 O'Mara Noelle EVP & President, New Platforms D - Common Stock 0 0
2024-06-03 MARSHALL RUTH ANN director A - A-Award Common Stock 1051.13 29.73
2024-05-28 Arora Anil director A - A-Award Common Stock 5857 0
2024-05-28 Fraga Francisco director A - A-Award Common Stock 5857 0
2024-05-28 Horowitz Fran director A - A-Award Common Stock 5857 0
2024-05-28 Dowdie George director A - A-Award Common Stock 5857 0
2024-05-28 LENNY RICHARD H director A - A-Award Common Stock 14969 0
2024-05-28 MARSHALL RUTH ANN director A - A-Award Common Stock 5857 0
2024-05-28 Paulonis Denise director A - A-Award Common Stock 5857 0
2024-05-28 LORA MELISSA director A - A-Award Common Stock 5857 0
2024-05-28 BROWN THOMAS K director A - A-Award Common Stock 5857 0
2024-05-28 CHIRICO EMANUEL director A - A-Award Common Stock 5857 0
2024-05-23 Brock Charisse EVP, Chief HR Officer A - M-Exempt Common Stock 15444 23
2024-05-23 Brock Charisse EVP, Chief HR Officer D - S-Sale Common Stock 15444 30.37
2024-05-23 Brock Charisse EVP, Chief HR Officer D - M-Exempt Employee Stock Option (Right to Buy) 15444 23
2024-05-02 Bartell Carey EVP, GC and Corp. Secretary A - M-Exempt Common Stock 4180 0
2024-05-02 Bartell Carey EVP, GC and Corp. Secretary D - F-InKind Common Stock 1219 30.85
2024-05-02 Bartell Carey EVP, GC and Corp. Secretary D - M-Exempt Restricted Stock Units 4180 0
2024-03-01 MARSHALL RUTH ANN director A - A-Award Common Stock 1124.91 27.78
2023-12-01 MARSHALL RUTH ANN director A - A-Award Common Stock 1101.9 28.36
2023-10-09 LENNY RICHARD H director A - P-Purchase Common Stock 9238 27.31
2023-10-02 Fraga Francisco director A - A-Award Common Stock 4643 0
2023-10-01 Johnson William Eric SVP, Corporate Controller A - M-Exempt Common Stock 1715 0
2023-10-01 Johnson William Eric SVP, Corporate Controller D - F-InKind Common Stock 504 27.42
2023-10-01 Johnson William Eric SVP, Corporate Controller D - M-Exempt Restricted Stock Units 1715 0
2023-09-14 Fraga Francisco director D - No securities are beneficially owned. 0 0
2023-09-01 MARSHALL RUTH ANN director A - A-Award Common Stock 1065.83 29.32
2023-08-02 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 90951 23
2023-08-02 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 75522 33.07
2023-08-02 McGough Thomas M EVP & Co-COO D - M-Exempt Employee Stock Option (right to buy) 90951 23
2023-07-29 Johnson William Eric SVP, Corporate Controller D - Common Stock 0 0
2023-07-29 Johnson William Eric SVP, Corporate Controller D - Restricted Stock Units 4547 0
2023-08-02 Eboli Alexandre EVP,Chief Supply Chain Officer A - M-Exempt Common Stock 5107 0
2023-08-02 Eboli Alexandre EVP,Chief Supply Chain Officer D - F-InKind Common Stock 1497 32.84
2023-08-02 Eboli Alexandre EVP,Chief Supply Chain Officer D - M-Exempt Restricted Stock Units 5107 0
2023-07-23 Wise Robert G SVP, Corporate Controller A - M-Exempt Common Stock 4131 0
2023-07-23 Wise Robert G SVP, Corporate Controller D - F-InKind Common Stock 1833 33.29
2023-07-23 Wise Robert G SVP, Corporate Controller D - M-Exempt Restricted Stock Units 4131 0
2023-07-23 Serrao Darren EVP & Co-COO A - M-Exempt Common Stock 11015 0
2023-07-23 Serrao Darren EVP & Co-COO D - F-InKind Common Stock 4880 33.29
2023-07-23 Serrao Darren EVP & Co-COO D - M-Exempt Restricted Stock Units 11015 0
2023-07-23 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 11015 0
2023-07-23 McGough Thomas M EVP & Co-COO D - F-InKind Common Stock 4691 33.29
2023-07-23 McGough Thomas M EVP & Co-COO D - M-Exempt Restricted Stock Units 11015 0
2023-07-23 MARBERGER DAVID S EVP and CFO A - M-Exempt Common Stock 11015 0
2023-07-23 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 4880 33.29
2023-07-23 MARBERGER DAVID S EVP and CFO D - M-Exempt Restricted Stock Units 11015 0
2023-07-23 Connolly Sean President and CEO A - M-Exempt Common Stock 53353 0
2023-07-23 Connolly Sean President and CEO D - F-InKind Common Stock 22382 33.29
2023-07-23 Connolly Sean President and CEO D - M-Exempt Restricted Stock Units 53353 0
2023-07-23 Brock Charisse EVP, Chief HR Officer A - M-Exempt Common Stock 5507 0
2023-07-23 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 2311 33.29
2023-07-23 Brock Charisse EVP, Chief HR Officer D - M-Exempt Restricted Stock Units 5507 0
2023-07-23 Bartell Carey EVP, GC and Corp. Secretary A - M-Exempt Common Stock 4131 0
2023-07-23 Bartell Carey EVP, GC and Corp. Secretary D - F-InKind Common Stock 1831 33.29
2023-07-23 Bartell Carey EVP, GC and Corp. Secretary D - M-Exempt Restricted Stock Units 4131 0
2023-07-19 Wise Robert G SVP, Corporate Controller A - A-Award Common Stock 20544 0
2023-07-19 Wise Robert G SVP, Corporate Controller D - F-InKind Common Stock 9112 32.57
2023-07-19 Serrao Darren EVP & Co-COO A - A-Award Common Stock 54782 0
2023-07-19 Serrao Darren EVP & Co-COO D - F-InKind Common Stock 24269 32.57
2023-07-19 Serrao Darren EVP & Co-COO A - A-Award Restricted Stock Units 19402 0
2023-07-19 McGough Thomas M EVP & Co-COO A - A-Award Common Stock 54782 0
2023-07-19 McGough Thomas M EVP & Co-COO D - F-InKind Common Stock 24269 32.57
2023-07-19 McGough Thomas M EVP & Co-COO A - A-Award Restricted Stock Units 30316 0
2023-07-19 MARBERGER DAVID S EVP and CFO A - A-Award Common Stock 54782 0
2023-07-19 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 19663 32.57
2023-07-19 MARBERGER DAVID S EVP and CFO A - A-Award Restricted Stock Units 30316 0
2023-07-19 Eboli Alexandre EVP,Chief Supply Chain Officer A - A-Award Restricted Stock Units 19402 0
2023-07-19 Connolly Sean President and CEO A - A-Award Common Stock 265353 0
2023-07-19 Connolly Sean President and CEO D - F-InKind Common Stock 117552 32.57
2023-07-19 Connolly Sean President and CEO A - A-Award Restricted Stock Units 113988 0
2023-07-19 Connolly Sean President and CEO A - A-Award Restricted Stock Units 60632 0
2023-07-19 Brock Charisse EVP, Chief HR Officer A - A-Award Common Stock 27391 0
2023-07-19 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 12135 32.57
2023-07-19 Brock Charisse EVP, Chief HR Officer A - A-Award Restricted Stock Units 14552 0
2023-07-19 Brock Charisse EVP, Chief HR Officer A - A-Award Restricted Stock Units 7882 0
2023-07-19 Bartell Carey EVP, GC and Corp. Secretary A - A-Award Restricted Stock Units 10914 0
2023-07-19 Bartell Carey EVP, GC and Corp. Secretary A - A-Award Common Stock 2283 0
2023-07-19 Bartell Carey EVP, GC and Corp. Secretary D - F-InKind Common Stock 1012 32.57
2023-06-01 MARSHALL RUTH ANN director A - A-Award Common Stock 907.9 34.42
2023-05-30 Paulonis Denise director A - A-Award Common Stock 4871 34.29
2023-05-30 Dowdie George director A - A-Award Common Stock 4871 34.29
2023-05-30 MARSHALL RUTH ANN director A - A-Award Common Stock 4871 34.29
2023-05-30 Horowitz Fran director A - A-Award Common Stock 4871 34.29
2023-05-30 LORA MELISSA director A - A-Award Common Stock 4871 34.29
2023-05-30 CHIRICO EMANUEL director A - A-Award Common Stock 4871 34.29
2023-05-30 LENNY RICHARD H director A - A-Award Common Stock 12449 34.29
2023-05-30 BROWN THOMAS K director A - A-Award Common Stock 4871 34.29
2023-05-30 Arora Anil director A - A-Award Common Stock 4871 34.29
2023-04-14 Brock Charisse EVP, Chief HR Officer A - M-Exempt Common Stock 7036 27.46
2023-04-14 Brock Charisse EVP, Chief HR Officer D - S-Sale Common Stock 7036 37.04
2023-04-14 Brock Charisse EVP, Chief HR Officer D - M-Exempt Employee Stock Option (right to buy) 7036 27.46
2023-04-06 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 45000 23
2023-04-06 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 45000 38.658
2023-04-06 McGough Thomas M EVP & Co-COO A - M-Exempt Employee Stock Option (right to buy) 45000 23
2023-03-01 MARSHALL RUTH ANN director A - A-Award Common Stock 839.4 35.85
2023-01-06 Wise Robert G SVP, Corporate Controller D - S-Sale Common Stock 50000 40.9
2022-12-01 Arora Anil director A - A-Award Common Stock 330.42 37.83
2022-12-01 MARSHALL RUTH ANN director A - A-Award Common Stock 793.02 37.83
2022-10-18 Bartell Carey EVP, GC and Corp. Secretary D - S-Sale Common Stock 6408 34.5
2022-09-01 MARSHALL RUTH ANN A - A-Award Common Stock 874.64 34.3
2022-09-01 Arora Anil A - A-Award Common Stock 364.43 34.3
2022-09-01 Paulonis Denise A - A-Award Common Stock 3981 0
2022-08-17 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 21405 27.46
2022-08-17 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 21405 35.4
2022-08-17 McGough Thomas M EVP & Co-COO D - M-Exempt Employee Stock Option (right to buy) 21405 27.46
2022-08-02 Eboli Alexandre EVP,Chief Supply Chain Officer A - M-Exempt Common Stock 5107 0
2022-08-02 Eboli Alexandre EVP,Chief Supply Chain Officer D - F-InKind Common Stock 1497 34.12
2022-08-02 Eboli Alexandre EVP,Chief Supply Chain Officer D - M-Exempt Restricted Stock Units 5107 0
2022-08-01 Paulonis Denise director D - No securities are beneficially owned. 0 0
2022-07-16 MARBERGER DAVID S EVP and CFO A - M-Exempt Common Stock 14424 0
2022-07-16 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 6390 33.73
2022-07-16 MARBERGER DAVID S EVP and CFO A - A-Award Restricted Stock Units 46251 0
2022-07-16 MARBERGER DAVID S EVP and CFO D - M-Exempt Restricted Stock Units 14424 0
2022-07-16 Brock Charisse EVP, Chief HR Officer A - M-Exempt Common Stock 7212 0
2022-07-16 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 3070 33.73
2022-07-16 Brock Charisse EVP, Chief HR Officer A - A-Award Restricted Stock Units 23125 23125
2022-07-16 Brock Charisse EVP, Chief HR Officer D - M-Exempt Restricted Stock Units 7212 0
2022-07-20 Brock Charisse EVP, Chief HR Officer A - A-Award Restricted Stock Units 23125 0
2022-07-16 Wise Robert G SVP, Corporate Controller A - M-Exempt Common Stock 5409 0
2022-07-16 Wise Robert G SVP, Corporate Controller D - F-InKind Common Stock 2399 33.73
2022-07-16 Wise Robert G SVP, Corporate Controller A - A-Award Restricted Stock Units 12719 0
2022-07-16 Wise Robert G SVP, Corporate Controller D - M-Exempt Restricted Stock Units 5409 0
2022-07-17 Connolly Sean President and CEO A - M-Exempt Common Stock 67313 0
2022-07-17 Connolly Sean President and CEO D - F-InKind Common Stock 28656 33.73
2022-07-17 Connolly Sean President and CEO A - A-Award Restricted Stock Units 182691 0
2022-07-17 Connolly Sean President and CEO D - M-Exempt Restricted Stock Units 67313 0
2022-07-16 Serrao Darren EVP & Co-COO A - M-Exempt Common Stock 14424 0
2022-07-16 Serrao Darren EVP & Co-COO D - F-InKind Common Stock 6390 33.73
2022-07-16 Serrao Darren EVP & Co-COO A - A-Award Restricted Stock Units 35844 0
2022-07-16 Serrao Darren EVP & Co-COO D - M-Exempt Restricted Stock Units 14424 0
2022-07-20 Eboli Alexandre EVP,Chief Supply Chain Officer A - A-Award Restricted Stock Units 13875 0
2022-07-16 Bartell Carey EVP, GC and Corp. Secretary A - M-Exempt Common Stock 5680 0
2022-07-16 Bartell Carey EVP, GC and Corp. Secretary D - F-InKind Common Stock 2510 33.73
2022-07-16 Bartell Carey EVP, GC and Corp. Secretary A - A-Award Restricted Stock Units 8267 0
2022-07-16 Bartell Carey EVP, GC and Corp. Secretary D - M-Exempt Restricted Stock Units 5680 0
2022-07-16 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 14424 0
2022-07-16 McGough Thomas M EVP & Co-COO D - F-InKind Common Stock 6065 33.73
2022-07-16 McGough Thomas M EVP & Co-COO D - M-Exempt Restricted Stock Units 14424 0
2022-07-16 McGough Thomas M EVP & Co-COO A - A-Award Restricted Stock Units 46251 0
2022-07-25 CHIRICO EMANUEL A - P-Purchase Common Stock 30000 34.06
2022-06-06 Bartell Carey EVP, GC and Corp. Secretary A - A-Award Restricted Stock Units 26108 0
2022-06-06 Bartell Carey EVP, GC and Corp. Secretary D - Common Stock 0 0
2022-06-06 Bartell Carey EVP, GC and Corp. Secretary D - Restricted Stock Units 4180 0
2022-06-01 MARSHALL RUTH ANN A - A-Award Common Stock 922.51 32.52
2022-06-01 Arora Anil A - A-Award Common Stock 384.38 32.52
2022-05-31 Johri Rajive A - A-Award Common Stock 4738 0
2022-05-31 LORA MELISSA A - A-Award Common Stock 4738 0
2022-05-31 MARSHALL RUTH ANN A - A-Award Common Stock 4738 0
2022-05-31 GREGOR JOIE A A - A-Award Common Stock 4738 0
2022-05-31 OMTVEDT CRAIG P A - A-Award Common Stock 4738 0
2022-05-31 BROWN THOMAS K A - A-Award Common Stock 4738 0
2022-05-31 CHIRICO EMANUEL A - A-Award Common Stock 4738 0
2022-05-31 Dowdie George A - A-Award Common Stock 4738 0
2022-05-31 Horowitz Fran A - A-Award Common Stock 4738 0
2022-05-31 Arora Anil A - A-Award Common Stock 4738 0
2022-05-31 LENNY RICHARD H A - A-Award Common Stock 12204 0
2022-04-21 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 25400 27.46
2022-04-21 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 25400 36.95
2022-04-21 McGough Thomas M EVP & Co-COO D - M-Exempt Employee Stock Option (right to buy) 25400 27.46
2022-04-19 Batcheler Colleen EVP Gen Counsel & Corp Secty A - M-Exempt Common Stock 72480 31.06
2022-04-19 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 72480 36.02
2022-04-19 Batcheler Colleen EVP Gen Counsel & Corp Secty D - M-Exempt Employee Stock Option (right to buy) 72480 31.06
2022-04-08 Serrao Darren EVP & Co-COO D - S-Sale Common Stock 11700 34.49
2022-04-01 Dowdie George A - A-Award Common Stock 1242 0
2022-03-01 MARSHALL RUTH ANN A - A-Award Common Stock 869.82 34.49
2022-03-01 Arora Anil director A - A-Award Common Stock 362.42 34.49
2022-03-01 Dowdie George director D - No securities are beneficially owned. 0 0
2022-01-20 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 40802 27.46
2022-01-20 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 40802 35.96
2022-01-20 McGough Thomas M EVP & Co-COO D - M-Exempt Employee Stock Option (right to buy) 40802 27.46
2022-01-10 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 49800 27.46
2022-01-07 McGough Thomas M EVP & Co-COO D - M-Exempt Employee Stock Option (right to buy) 200 27.46
2022-01-07 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 200 27.46
2022-01-10 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 49800 35
2022-01-10 McGough Thomas M EVP & Co-COO D - M-Exempt Employee Stock Option (right to buy) 49800 27.46
2021-12-01 MARSHALL RUTH ANN director A - A-Award Common Stock 985.22 30.45
2021-12-01 Arora Anil director A - A-Award Common Stock 410.51 30.45
2021-09-01 Horowitz Fran director A - A-Award Common Stock 4109 0
2021-09-01 MARSHALL RUTH ANN director A - A-Award Common Stock 897.4 33.43
2021-09-01 Arora Anil director A - A-Award Common Stock 373.92 33.43
2021-08-05 Eboli Alexandre EVP,Chief Supply Chain Officer A - A-Award Restricted Stock Units 10214 0
2021-08-04 Horowitz Fran director D - No securities are beneficially owned. 0 0
2021-07-27 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 33803 34.2
2021-07-23 Wise Robert G SVP, Corporate Controller A - A-Award Common Stock 22759 0
2021-07-23 Wise Robert G SVP, Corporate Controller D - F-InKind Common Stock 10094 34.25
2021-07-22 Wise Robert G SVP, Corporate Controller A - A-Award Restricted Stock Units 4280 0
2021-07-23 Serrao Darren EVP & Co-COO A - A-Award Common Stock 45518 0
2021-07-23 Serrao Darren EVP & Co-COO D - F-InKind Common Stock 20165 34.25
2021-07-22 Serrao Darren EVP & Co-COO A - A-Award Restricted Stock Units 11413 0
2021-07-23 McGough Thomas M EVP & Co-COO A - A-Award Common Stock 60689 0
2021-07-23 McGough Thomas M EVP & Co-COO D - F-InKind Common Stock 26885 34.25
2021-07-22 McGough Thomas M EVP & Co-COO A - A-Award Restricted Stock Units 14266 0
2021-07-23 MARBERGER DAVID S EVP and CFO A - A-Award Common Stock 60689 0
2021-07-23 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 26885 34.25
2021-07-22 MARBERGER DAVID S EVP and CFO A - A-Award Restricted Stock Units 14266 0
2021-07-22 Eboli Alexandre EVP,Chief Supply Chain Officer A - A-Award Restricted Stock Units 7133 0
2021-07-23 Connolly Sean President and CEO A - A-Award Common Stock 283629 0
2021-07-23 Connolly Sean President and CEO D - F-InKind Common Stock 125646 34.25
2021-07-22 Connolly Sean President and CEO A - A-Award Restricted Stock Units 60068 0
2021-07-23 Brock Charisse EVP, Chief HR Officer A - A-Award Common Stock 30344 0
2021-07-23 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 13443 34.25
2021-07-22 Brock Charisse EVP, Chief HR Officer A - A-Award Restricted Stock Units 5706 0
2021-07-23 Batcheler Colleen EVP Gen Counsel & Corp Secty A - A-Award Common Stock 60689 0
2021-07-23 Batcheler Colleen EVP Gen Counsel & Corp Secty D - F-InKind Common Stock 26885 34.25
2021-07-22 Batcheler Colleen EVP Gen Counsel & Corp Secty A - A-Award Restricted Stock Units 11413 0
2021-07-21 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 6210 34.96
2021-07-17 Batcheler Colleen EVP Gen Counsel & Corp Secty A - M-Exempt Common Stock 11150 0
2021-07-17 Batcheler Colleen EVP Gen Counsel & Corp Secty D - F-InKind Common Stock 4940 34.86
2021-07-17 Batcheler Colleen EVP Gen Counsel & Corp Secty D - M-Exempt Restricted Stock Units 11150 0
2021-07-17 Brock Charisse EVP, Chief HR Officer A - M-Exempt Common Stock 5575 0
2021-07-17 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 2373 34.86
2021-07-17 Brock Charisse EVP, Chief HR Officer D - M-Exempt Restricted Stock Units 5575 0
2021-07-18 Connolly Sean President and CEO A - M-Exempt Common Stock 52109 0
2021-07-18 Connolly Sean President and CEO D - F-InKind Common Stock 22175 34.86
2021-07-18 Connolly Sean President and CEO D - M-Exempt Restricted Stock Units 52109 0
2021-07-17 MARBERGER DAVID S EVP and CFO A - M-Exempt Common Stock 11150 0
2021-07-17 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 4940 34.86
2021-07-17 MARBERGER DAVID S EVP and CFO D - M-Exempt Restricted Stock Units 11150 0
2021-07-17 Wise Robert G SVP, Corporate Controller A - M-Exempt Common Stock 4181 0
2021-07-17 Wise Robert G SVP, Corporate Controller D - F-InKind Common Stock 1855 34.86
2021-07-17 Wise Robert G SVP, Corporate Controller D - M-Exempt Restricted Stock Units 4181 0
2021-07-17 Serrao Darren EVP & Co-COO A - M-Exempt Common Stock 8363 0
2021-07-17 Serrao Darren EVP & Co-COO D - F-InKind Common Stock 3705 34.86
2021-07-17 Serrao Darren EVP & Co-COO D - M-Exempt Restricted Stock Units 8363 0
2021-07-17 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 11150 0
2021-07-17 McGough Thomas M EVP & Co-COO D - F-InKind Common Stock 4745 34.86
2021-07-17 McGough Thomas M EVP & Co-COO D - M-Exempt Restricted Stock Units 11150 0
2021-07-15 LENNY RICHARD H director A - P-Purchase Common Stock 10000 34.14
2021-07-12 Eboli Alexandre EVP,Chief Supply Chain Officer D - No securities are beneficially owned. 0 0
2021-06-01 JANA PARTNERS LLC director A - A-Award Common Stock 4495 0
2021-06-01 Arora Anil director A - A-Award Common Stock 327.4 38.18
2021-06-01 Arora Anil director A - A-Award Common Stock 4367 0
2021-06-01 BROWN THOMAS K director A - A-Award Common Stock 4367 0
2021-06-01 GREGOR JOIE A director A - A-Award Common Stock 4367 0
2021-06-01 Johri Rajive director A - A-Award Common Stock 4367 0
2021-06-01 LENNY RICHARD H director A - A-Award Common Stock 11248 0
2021-06-01 OMTVEDT CRAIG P director A - A-Award Common Stock 4367 0
2021-06-01 CHIRICO EMANUEL director A - A-Award Common Stock 4367 0
2021-06-01 LORA MELISSA director A - A-Award Common Stock 4367 0
2021-06-01 MARSHALL RUTH ANN director A - A-Award Common Stock 785.75 38.18
2021-06-01 MARSHALL RUTH ANN director A - A-Award Common Stock 4367 0
2021-05-06 JANA PARTNERS LLC director D - S-Sale Common Stock 2811853 37.6
2021-05-03 BROWN THOMAS K director D - S-Sale Common Stock 11000 37.54
2021-04-16 McGough Thomas M EVP & Co-COO D - M-Exempt Employee Stock Option (right to buy) 50000 27.46
2021-04-16 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 50000 27.46
2021-04-16 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 50000 37.51
2021-03-19 McGough Thomas M EVP & Co-COO D - M-Exempt Employee Stock Option (right to buy) 45660 23
2021-03-19 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 13010 37.53
2021-03-19 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 45660 23
2021-03-19 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 45660 37.55
2021-03-16 McGough Thomas M EVP & Co-COO D - M-Exempt Employee Stock Option (right to buy) 24340 23
2021-03-16 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 13010 37.5
2021-03-16 McGough Thomas M EVP & Co-COO A - M-Exempt Common Stock 24340 23
2021-03-16 McGough Thomas M EVP & Co-COO D - S-Sale Common Stock 24340 37.5
2021-03-08 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 9931 36
2021-03-01 MARSHALL RUTH ANN director A - A-Award Common Stock 878.48 34.15
2021-03-01 Arora Anil director A - A-Award Common Stock 366.03 34.15
2021-03-01 CHIRICO EMANUEL director A - A-Award Common Stock 1449 0
2021-02-01 CHIRICO EMANUEL director D - No securities are beneficially owned. 0 0
2021-01-14 McGough Thomas M EVP & Co-COO A - G-Gift Common Stock 137323 0
2021-01-14 McGough Thomas M EVP & Co-COO D - G-Gift Common Stock 137323 0
2021-01-08 LENNY RICHARD H director A - P-Purchase Common Stock 10000 33.6952
2021-01-04 GREGOR JOIE A director D - S-Sale Common Stock 8900 36.31
2020-12-01 MARSHALL RUTH ANN director A - A-Award Common Stock 826.67 36.29
2020-12-01 Arora Anil director A - A-Award Connon Stock 344.45 36.29
2020-09-01 MARSHALL RUTH ANN director A - A-Award Common Stock 793.02 37.83
2020-09-01 BUTLER STEPHEN G director A - A-Award Common Stock 793.02 37.83
2020-09-01 Arora Anil director A - A-Award Common Stock 330.43 37.83
2020-07-29 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 41165 37.52
2020-07-31 Biegger David EVP,Chief Supply Chain Officer D - S-Sale Common Stock 33634 37.659
2020-07-24 MARBERGER DAVID S EVP and CFO A - A-Award Common Stock 73907 0
2020-07-24 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 30428 36.61
2020-07-23 MARBERGER DAVID S EVP and CFO A - A-Award Restricted Stock Units 11015 0
2020-07-24 Brock Charisse EVP, Chief HR Officer A - A-Award Common Stock 36954 0
2020-07-24 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 11337 36.61
2020-07-23 Brock Charisse EVP, Chief HR Officer D - A-Award Restricted Stock Units 5507 0
2020-07-24 Biegger David EVP,Chief Supply Chain Officer A - A-Award Common Stock 55431 0
2020-07-24 Biegger David EVP,Chief Supply Chain Officer D - F-InKind Common Stock 21797 36.61
2020-07-23 Biegger David EVP,Chief Supply Chain Officer D - A-Award Restricted Stock Units 9638 0
2020-07-24 McGough Thomas M President, Operating Segments A - A-Award Commn Stock 73907 0
2020-07-24 McGough Thomas M President, Operating Segments D - F-InKind Common Stock 32741 36.61
2020-07-23 McGough Thomas M President, Operating Segments D - A-Award Restricted Stock Units 11015 0
2020-07-24 Serrao Darren EVP, Chief Growth Officer A - A-Award Common Stock 55431 0
2020-07-24 Serrao Darren EVP, Chief Growth Officer D - F-InKind Common Stock 21798 36.61
2020-07-23 Serrao Darren EVP, Chief Growth Officer D - A-Award Restricted Stock Units 11015 0
2020-07-24 Wise Robert G SVP, Corporate Controller A - A-Award Common Stock 27715 0
2020-07-24 Wise Robert G SVP, Corporate Controller D - F-InKind Common Stock 8864 36.61
2020-07-23 Wise Robert G SVP, Corporate Controller D - A-Award Restricted Stock Units 4131 0
2020-07-24 Connolly Sean President and CEO A - A-Award Common Stock 312782 0
2020-07-24 Connolly Sean President and CEO D - F-InKind Common Stock 134463 36.61
2020-07-23 Connolly Sean President and CEO D - A-Award Restricted Stock Units 53353 0
2020-07-24 Batcheler Colleen EVP Gen Counsel & Corp Secty A - A-Award Common Stock 73907 0
2020-07-24 Batcheler Colleen EVP Gen Counsel & Corp Secty D - F-InKind Common Stock 32741 36.61
2020-07-23 Batcheler Colleen EVP Gen Counsel & Corp Secty D - A-Award Restricted Stock Units 11015 0
2020-07-22 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 6629 36.29
2020-07-19 Biegger David EVP,Chief Supply Chain Officer A - M-Exempt Common Stock 8928 0
2020-07-19 Biegger David EVP,Chief Supply Chain Officer D - F-InKind Common Stock 2616 36.58
2020-07-19 Biegger David EVP,Chief Supply Chain Officer D - M-Exempt Restricted Stock Units 8928 0
2020-07-19 Brock Charisse EVP, Chief HR Officer A - M-Exempt Common Stock 5952 0
2020-07-19 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 1347 36.58
2020-07-19 Brock Charisse EVP, Chief HR Officer D - M-Exempt Restricted Stock Units 5952 0
2020-07-19 MARBERGER DAVID S EVP and CFO A - M-Exempt Common Stock 11903 0
2020-07-19 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 3488 36.58
2020-07-19 MARBERGER DAVID S EVP and CFO D - M-Exempt Restricted Stock Units 11903 0
2020-07-19 Serrao Darren EVP, Chief Growth Officer A - M-Exempt Common Stock 8928 0
2020-07-19 Serrao Darren EVP, Chief Growth Officer D - F-InKind Common Stock 2616 36.58
2020-07-19 Serrao Darren EVP, Chief Growth Officer D - M-Exempt Restricted Stock Units 8928 0
2020-07-19 Wise Robert G SVP, Corporate Controller A - M-Exempt Common Stock 4464 0
2020-07-19 Wise Robert G SVP, Corporate Controller D - F-InKind Common Stock 1311 36.58
2020-07-19 Wise Robert G SVP, Corporate Controller D - M-Exempt Restricted Stock Units 4464 0
2020-07-19 McGough Thomas M President, Operating Segments A - M-Exempt Common Stock 11903 0
2020-07-19 McGough Thomas M President, Operating Segments D - F-InKind Common Stock 5274 36.58
2020-07-19 McGough Thomas M President, Operating Segments D - M-Exempt Restricted Stock Units 11903 0
2020-07-20 Connolly Sean President and CEO A - M-Exempt Common Stock 50376 0
2020-07-20 Connolly Sean President and CEO D - F-InKind Common Stock 18173 36.2
2020-07-20 Connolly Sean President and CEO D - M-Exempt Restricted Stock Units 50376 0
2020-07-19 Batcheler Colleen EVP Gen Counsel & Corp Secty A - M-Exempt Common Stock 11903 0
2020-07-19 Batcheler Colleen EVP Gen Counsel & Corp Secty D - F-InKind Common Stock 5274 36.58
2020-07-19 Batcheler Colleen EVP Gen Counsel & Corp Secty D - M-Exempt Restricted Stock Units 11903 0
2020-07-10 Batcheler Colleen EVP Gen Counsel & Corp Secty A - M-Exempt Common Stock 28567 27.46
2020-07-09 Batcheler Colleen EVP Gen Counsel & Corp Secty A - M-Exempt Common Stock 24673 27.46
2020-07-10 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 28567 36
2020-07-09 Batcheler Colleen EVP Gen Counsel & Corp Secty D - M-Exempt Employee Stock Option 24673 27.46
2020-07-10 Batcheler Colleen EVP Gen Counsel & Corp Secty D - M-Exempt Employee Stock Option 28567 27.46
2020-07-02 Batcheler Colleen EVP Gen Counsel & Corp Secty A - M-Exempt Common Stock 13545 27.46
2020-07-07 Batcheler Colleen EVP Gen Counsel & Corp Secty A - M-Exempt Common Stock 9760 27.46
2020-07-02 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 13545 36.01
2020-07-07 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 9760 36
2020-07-02 Batcheler Colleen EVP Gen Counsel & Corp Secty D - M-Exempt Employee Stock Option (right to buy) 13545 27.46
2020-07-07 Batcheler Colleen EVP Gen Counsel & Corp Secty D - M-Exempt Employee Stock Option 9760 27.46
2020-07-01 Batcheler Colleen EVP Gen Counsel & Corp Secty A - M-Exempt Common Stock 111062 27.46
2020-07-01 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 111062 36.003
2020-07-01 Batcheler Colleen EVP Gen Counsel & Corp Secty D - M-Exempt Employee Stock Option (right to buy) 111062 27.46
2020-07-02 Wise Robert G SVP, Corporate Controller D - S-Sale Common Stock 18417 35.475
2020-07-01 GREGOR JOIE A director A - S-Sale Common Stock 9900 35.605
2020-07-01 GREGOR JOIE A director D - J-Other Common Stock 6043 0
2020-06-01 MARSHALL RUTH ANN director A - A-Award Common Stock 864.06 34.72
2020-06-01 MARSHALL RUTH ANN director A - A-Award Common Stock 4453 0
2020-06-01 BUTLER STEPHEN G director A - A-Award Common Stock 864.06 34.72
2020-06-01 BUTLER STEPHEN G director A - A-Award Common Stock 4453 0
2020-06-01 Arora Anil director A - A-Award Common Stock 360.02 34.72
2020-06-01 Arora Anil director A - A-Award Common Stock 4453 0
2020-06-01 BROWN THOMAS K director A - A-Award Common Stock 4453 0
2020-06-01 GREGOR JOIE A director A - A-Award Common Stock 4453 0
2020-06-01 Johri Rajive director A - A-Award Common Stock 4453 0
2020-06-01 LORA MELISSA director A - A-Award Common Stock 4453 0
2020-06-01 OMTVEDT CRAIG P director A - A-Award Common Stock 4453 0
2020-06-01 LENNY RICHARD H director A - A-Award Common Stock 12618 0
2020-06-01 McGough Thomas M President, Operating Segments A - M-Exempt Common Stock 80615 18.42
2020-06-01 McGough Thomas M President, Operating Segments D - S-Sale Common Stock 80615 35
2020-06-01 McGough Thomas M President, Operating Segments D - M-Exempt Employee Stock Option (right to buy) 80615 18.42
2020-06-01 JANA PARTNERS LLC director A - A-Award Common Stock 4453 0
2020-05-28 BROWN THOMAS K director A - M-Exempt Common Stock 5054 0
2020-05-28 BROWN THOMAS K director A - M-Exempt Restricted Stock Units 5054 0
2020-05-28 MARSHALL RUTH ANN director A - M-Exempt Common Stock 5054 0
2020-05-28 MARSHALL RUTH ANN director A - M-Exempt Restricted Stock Units 5054 0
2020-05-28 OMTVEDT CRAIG P director A - M-Exempt Common Stock 5054 0
2020-05-28 OMTVEDT CRAIG P director A - M-Exempt Restricted Stock Units 5054 0
2020-05-28 BUTLER STEPHEN G director A - M-Exempt Common Stock 5054 0
2020-05-28 BUTLER STEPHEN G director A - M-Exempt Restricted Stock Units 5054 0
2020-05-28 Arora Anil director A - M-Exempt Common Stock 5054 0
2020-05-28 Arora Anil director A - M-Exempt Restricted Stock Units 5054 0
2020-05-28 LORA MELISSA director A - M-Exempt Common Stock 5054 0
2020-05-28 LORA MELISSA director A - M-Exempt Restricted Stock Units 5054 0
2020-05-28 JANA PARTNERS LLC director A - M-Exempt Common Stock 5054 0
2020-05-28 JANA PARTNERS LLC director D - M-Exempt Restricted Stock Units 5054 0
2020-05-28 GREGOR JOIE A director A - M-Exempt Common Stock 5054 0
2020-05-28 GREGOR JOIE A director A - M-Exempt Restricted Stock Units 5054 0
2020-05-28 LENNY RICHARD H director A - M-Exempt Common Stock 14319 0
2020-05-28 LENNY RICHARD H director A - M-Exempt Restricted Stock Units 14319 0
2020-05-28 Johri Rajive director A - M-Exempt Common Stock 5054 0
2020-05-28 Johri Rajive director A - M-Exempt Restricted Stock Units 5054 0
2020-04-27 JANA PARTNERS LLC director D - S-Sale Common Stock 274341 34.6
2020-04-28 JANA PARTNERS LLC director D - S-Sale Common Stock 599689 34.84
2020-04-29 JANA PARTNERS LLC director D - S-Sale Common Stock 5619 34.48
2020-04-09 BROWN THOMAS K director D - S-Sale Common Stock 7336 32.44
2020-03-02 MARSHALL RUTH ANN director A - A-Award Common Stock 1062.32 28.24
2020-03-02 BUTLER STEPHEN G director A - A-Award Common Stock 1062.32 28.24
2020-03-02 Arora Anil director A - A-Award Common Stock 442.63 28.24
2020-03-01 JANA PARTNERS LLC director A - M-Exempt Common Stock 2228 0
2020-03-01 JANA PARTNERS LLC director D - M-Exempt Restricted Stock Units 2228 0
2020-02-01 LORA MELISSA director A - M-Exempt Common Stock 2841 0
2020-02-01 LORA MELISSA director D - M-Exempt Restricted Stock Units 2841 0
2020-01-07 JANA PARTNERS LLC director D - S-Sale Common Stock, par value $5 per share ("Common Stock") 420926 32.56
2020-01-08 JANA PARTNERS LLC director D - S-Sale Common Stock 858141 31.99
2020-01-09 JANA PARTNERS LLC director A - S-Sale Common Stock 1327273 32.21
2020-01-09 JANA PARTNERS LLC director A - J-Other Common Stock 624821 32.21
2020-01-02 OMTVEDT CRAIG P director A - P-Purchase Common Stock 14450 34
2019-12-31 OMTVEDT CRAIG P director A - P-Purchase Common Stock 25550 33.98
2019-12-02 MARSHALL RUTH ANN director A - A-Award Common Stock 1043.12 28.76
2019-12-02 BUTLER STEPHEN G director A - A-Award Common Stock 1043.12 28.76
2019-12-02 Arora Anil director A - A-Award Common Stock 434.63 28.76
2019-09-26 McGough Thomas M EVP and Co-COO D - S-Sale Common Stock 26099 31
2019-09-13 Batcheler Colleen EVP Gen Counsel & Corp Secty D - S-Sale Common Stock 25458 30
2019-09-03 Arora Anil director A - A-Award Common Stock 438.6 28.5
2019-09-03 MARSHALL RUTH ANN director A - A-Award Common Stock 1052.63 28.5
2019-09-03 BUTLER STEPHEN G director A - A-Award Common Stock 1052.63 28.5
2019-09-01 MARBERGER DAVID S EVP and CFO A - M-Exempt Common Stock 11541 0
2019-09-01 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 5113 28.36
2019-09-01 MARBERGER DAVID S EVP and CFO D - M-Exempt Restricted Stock Units 11541 0
2019-08-07 LENNY RICHARD H director A - M-Exempt Common Stock 20153 15.98
2019-08-07 LENNY RICHARD H director D - S-Sale Common Stock 20153 27.2722
2019-08-07 LENNY RICHARD H director D - M-Exempt Director Stock Options (right to buy) 20153 15.98
2019-08-01 Arora Anil director A - M-Exempt Common Stock 3422 0
2019-08-01 Arora Anil director A - M-Exempt Restricted Stock Units 3422 0
2019-07-26 MARSHALL RUTH ANN director A - M-Exempt Common Stock 2436 15.98
2019-07-26 MARSHALL RUTH ANN director D - S-Sale Common Stock 2436 29.1132
2019-07-26 MARSHALL RUTH ANN director D - M-Exempt Director Stock Options (right to buy) 2436 15.98
2019-07-19 Connolly Sean President and CEO A - A-Award Common Stock 100883 0
2019-07-19 Connolly Sean President and CEO D - F-InKind Common Stock 44692 28.9
2019-07-19 Brock Charisse EVP, Chief HR Officer A - A-Award Common Stock 12913 0
2019-07-19 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 3784 28.9
2019-07-19 McGough Thomas M EVP and Co-COO A - A-Award Common Stock 25826 0
2019-07-19 McGough Thomas M EVP and Co-COO D - F-InKind Common Stock 7970 28.9
2019-07-19 Serrao Darren EVP and Co-COO A - A-Award Common Stock 19369 0
2019-07-19 Serrao Darren EVP and Co-COO D - F-InKind Common Stock 5676 28.9
2019-07-19 MARBERGER DAVID S EVP and CFO A - A-Award Common Stock 25826 0
2019-07-19 MARBERGER DAVID S EVP and CFO D - F-InKind Common Stock 7568 28.9
2019-07-19 Biegger David EVP,Chief Supply Chain Officer A - A-Award Common Stock 19369 0
2019-07-19 Biegger David EVP,Chief Supply Chain Officer D - F-InKind Common Stock 5676 28.9
2019-07-19 Wise Robert G SVP, Corporate Controller A - A-Award Common Stock 9684 0
2019-07-19 Wise Robert G SVP, Corporate Controller D - F-InKind Common Stock 2843 28.9
2019-07-19 Batcheler Colleen EVP Gen Counsel & Corp Secty A - A-Award Common Stock 25826 0
2019-07-19 Batcheler Colleen EVP Gen Counsel & Corp Secty D - F-InKind Common Stock 8611 28.9
2019-07-17 Connolly Sean President and CEO A - A-Award Restricted Stock Units 67313 0
2019-07-17 MARSHALL RUTH ANN director A - M-Exempt Common Stock 2500 15.98
2019-07-16 MARSHALL RUTH ANN director D - S-Sale Common Stock 2500 28
2019-07-17 MARSHALL RUTH ANN director D - S-Sale Common Stock 2500 29
2019-07-16 MARSHALL RUTH ANN director D - M-Exempt Director Stock Options (right to buy) 2500 15.98
2019-07-17 MARSHALL RUTH ANN director D - M-Exempt Director Stock Options (right to buy) 2500 15.98
2019-07-16 MARBERGER DAVID S EVP and CFO A - A-Award Restricted Stock Units 14424 0
2019-07-16 Biegger David EVP,Chief Supply Chain Officer A - A-Award Restricted Stock Units 10818 0
2019-07-16 Batcheler Colleen EVP Gen Counsel & Corp Secty A - A-Award Restricted Stock Units 14424 0
2019-07-16 McGough Thomas M EVP and Co-COO A - A-Award Restricted Stock Units 14424 0
2019-07-16 Wise Robert G SVP, Corporate Controller A - A-Award Restricted Stock Units 5409 0
2019-07-16 Serrao Darren EVP and Co-COO A - A-Award Restricted Stock Units 14424 0
2019-07-16 Brock Charisse EVP, Chief HR Officer A - A-Award Restricted Stock Units 7212 0
2019-07-11 Brock Charisse EVP, Chief HR Officer A - M-Exempt Common Stock 5831 0
2019-07-11 Brock Charisse EVP, Chief HR Officer D - F-InKind Common Stock 1607 27.48
2019-07-11 Brock Charisse EVP, Chief HR Officer D - M-Exempt Restricted Stock Units 5831 0
2019-07-11 Batcheler Colleen EVP Gen Counsel & Corp Secty A - M-Exempt Common Stock 11660 0
2019-07-11 Batcheler Colleen EVP Gen Counsel & Corp Secty D - F-InKind Common Stock 3417 27.48
2019-07-11 Batcheler Colleen EVP Gen Counsel & Corp Secty D - M-Exempt Restricted Stock Units 11660 0
2019-07-11 Connolly Sean President and CEO A - M-Exempt Common Stock 45551 0
2019-07-11 Connolly Sean President and CEO D - F-InKind Common Stock 14721 27.48
2019-07-11 Connolly Sean President and CEO D - M-Exempt Restricted Stock Units 45551 0
2019-07-11 Serrao Darren EVP and Co-COO A - M-Exempt Common Stock 8745 0
2019-07-11 Serrao Darren EVP and Co-COO D - F-InKind Common Stock 2563 27.48
2019-07-11 Serrao Darren EVP and Co-COO D - M-Exempt Restricted Stock Units 8745 0
2019-07-11 Biegger David EVP,Chief Supply Chain Officer A - M-Exempt Common Stock 8745 0
2019-07-11 Biegger David EVP,Chief Supply Chain Officer D - F-InKind Common Stock 2563 27.48
2019-07-11 Biegger David EVP,Chief Supply Chain Officer D - M-Exempt Restricted Stock Units 8745 0
2019-07-11 Wise Robert G SVP, Corporate Controller A - M-Exempt Common Stock 4373 0
2019-07-11 Wise Robert G SVP, Corporate Controller D - F-InKind Common Stock 1283 27.48
2019-07-11 Wise Robert G SVP, Corporate Controller D - M-Exempt Restricted Stock Units 4373 0
2019-07-11 McGough Thomas M EVP and Co-COO A - M-Exempt Common Stock 11660 0
2019-07-11 McGough Thomas M EVP and Co-COO D - F-InKind Common Stock 3417 27.48
2019-07-11 McGough Thomas M EVP and Co-COO D - M-Exempt Restricted Stock Units 11660 0
2019-07-08 MARSHALL RUTH ANN director A - M-Exempt Common Stock 3000 15.98
2019-07-08 MARSHALL RUTH ANN director D - S-Sale Common Stock 3000 28.4527
2019-07-08 MARSHALL RUTH ANN director D - M-Exempt Director Stock Options (right to buy) 3000 15.98
2019-07-01 MARSHALL RUTH ANN director A - M-Exempt Common Stock 3000 15.98
2019-07-01 MARSHALL RUTH ANN director D - S-Sale Common Stock 3000 27
2019-07-01 MARSHALL RUTH ANN director D - M-Exempt Director Stock Options (right to buy) 3000 15.98
2019-06-28 OMTVEDT CRAIG P director A - P-Purchase Common Stock 25000 26.73
2019-06-03 Arora Anil director A - A-Award Common Stock 454.21 27.52
2019-06-03 BUTLER STEPHEN G director A - A-Award Common Stock 1253.63 27.52
2019-06-03 MARSHALL RUTH ANN director A - A-Award Common Stock 1308.14 27.52
2019-05-29 GREGOR JOIE A director A - M-Exempt Common Stock 4039 0
2019-05-29 GREGOR JOIE A director A - M-Exempt Restricted Stock Units 4039 0
2019-05-29 Johri Rajive director A - M-Exempt Common Stock 4039 0
2019-05-29 Johri Rajive director A - M-Exempt Restricted Stock Units 4039 0
2019-05-29 BUTLER STEPHEN G director A - M-Exempt Common Stock 4039 0
2019-05-29 BUTLER STEPHEN G director A - M-Exempt Restricted Stock Units 4039 0
2019-05-29 LENNY RICHARD H director A - M-Exempt Common Stock 11444 0
2019-05-29 LENNY RICHARD H director A - M-Exempt Restricted Stock Units 11444 0
2019-05-29 OMTVEDT CRAIG P director A - M-Exempt Common Stock 4039 0
2019-05-29 OMTVEDT CRAIG P director A - M-Exempt Restricted Stock Units 4039 0
2019-05-29 MARSHALL RUTH ANN director A - M-Exempt Common Stock 4039 0
2019-05-29 MARSHALL RUTH ANN director A - M-Exempt Restricted Stock Units 4039 0
2019-05-29 BROWN THOMAS K director A - M-Exempt Common Stock 4039 0
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Transcripts
Operator:
Good morning. This is Melissa Napier from Conagra Brands. Thank you for listening to our prepared remarks on Conagra Brand’s Fourth Quarter and Fiscal Year 2024 Earnings. At 9:30 AM eastern this morning, we will hold a separate live question-and-answer session on today's results, which you can access via webcast on our Investor Relations website. Our press release, presentation materials and a transcript of these prepared remarks are also available there. I'm joined this morning by Sean Connolly, our CEO, and Dave Marberger, our CFO. We will be making some forward-looking statements today. And while we are making these statements in good faith based on current information, we do not have any guarantee about the results we will achieve. Descriptions of our risk factors are included in our filings with the SEC. We will also be discussing some non-GAAP financial measures. Please see our earnings release and slides for the GAAP to non-GAAP reconciliations and information on our comparability items, which can be found in the Investor Relations section of our website. And I'll now turn the call over to Sean.
Sean Connolly:
Thanks Melissa. Good morning, everyone. Thank you for joining our fourth quarter fiscal ‘24 earnings call. I'll begin today's call by sharing some perspective on our fourth quarter and fiscal ‘24 performance, particularly in the context of our broader environment. Then, before I turn it over to Dave, I'll discuss how we're thinking about fiscal ‘25. Let's get started with the key points we want to convey on Slide 5. Overall, we demonstrated solid progress throughout fiscal ‘24 amidst a challenging consumer environment. In Q4, we continued to see positive impact from our investments to maximize consumer engagement with our brands. This again resulted in sequential volume improvement in our domestic retail business. We also saw strengthened share, particularly in frozen and snacks where our volume progress has been most meaningful. Even with these significant investments, we reported full year adjusted gross and operating margin expansion supported by productivity improvements across our supply chain. Further, our strong free cash flow enabled us to continue to reduce our net leverage ratio and strengthen our balance sheet consistent with our goals. Our progress in ‘24 reinforces the strength and resiliency of our business. We expect fiscal ‘25 to be a continued transition toward a normalized operating environment. That means a gradual waning of the challenging industry trends seen throughout fiscal ‘24, as consumers adapt and establish new reference prices. In light of this, we've prudently tempered our fiscal ‘25 outlook. We’ll provide more detail on that shortly. Let's turn to Slide 6, which provides a snapshot of our fourth quarter and full year 2024 results. Heading into fiscal ‘24, we knew that the consumer environment was challenged and it continued that way throughout the year. Against that backdrop, we remained agile, modified our plans, and made steady progress as the year unfolded. And while our ramped up investments pressured dollar sales, they delivered the desired impact on volumes, as I will unpack for you in a moment. We also reported adjusted gross margin expansion of 58 basis points and adjusted operating margin expansion of 34 basis points over the prior year period, a two year increase of 284 basis points and 159 basis points, respectively. Although we saw one year declines in organic net sales and adjusted EPS, our two year organic net sales and adjusted EPS CAGRs remained solid at 2.2% and 6.4%, respectively. Before I dive deeper into the fiscal ‘24 results, I want to share some perspective about our progress over the last five years, shown here on Slide 7. Our business today is substantially larger and more profitable than it was pre-COVID, and we've reported strong performance across each of our KPIs despite volatile market conditions. This reflects our efforts to deploy our playbook, which is focused on investing in our brands to sustain our share of mind and share of wallet with the consumer and drive profitable growth. As a result, we delivered an overall improvement in net sales, operating margins, and adjusted EPS. And our focus on maximizing free cash flow enabled us to reduce our net leverage from more than 5.5 times to less than 3.4 times, all while continuing to invest to make our brands stronger and far more resilient than they've ever been. That resiliency has been demonstrated more recently in the steady volume recovery we've delivered in our domestic retail business, illustrated here on Slide 8. We still have some work to do, but you can see how volumes recovered significantly in the second half of the year. We anticipate the consumer environment will remain challenging in fiscal ‘25, but our proven ability to navigate today's difficult operating environment reinforces our confidence in continued volume progress from here. Critically, we have seen strong improvement in volume consumption trends in our key domains of snacks and frozen. As you can see, snacks returned to growth in Q4 with frozen knocking on the door. The resiliency of our portfolio is particularly evident when compared to the broader market. Slide 10 shows our strong share gains throughout fiscal ‘24. As you can see, in Q4, approximately 65% of our portfolio held or gained volume share amid a slow environment, marking the fourth consecutive quarter of share gains. It's worth noting that our share performance is even stronger within our highly strategic frozen and snacks domains, where an impressive 80% of our brands have held or gained volume share. And as you can see here on Slide 11, our performance is highly competitive versus our near-in peers. Turning to Slide 12 and looking at the results from our single largest category, frozen single-serve meals. Our investments enabled us to drive steady improvement throughout fiscal ‘24, and in the fourth quarter, we returned to volume growth, significantly outpacing the category. In fact, that growth behind our enhanced investments across frozen single-serve meals has enabled us to deliver record share levels in the category shown here on Slide 13. Encouragingly, volume trends on Birds Eye frozen vegetables are also improving. Slide 14 shows Birds Eye’s volume sales have improved faster than the total frozen vegetable category on a quarterly basis. This is particularly evident in the fourth quarter, as our volume sales performance significantly outpaced that of the total category. To wrap up on frozen, I want to reiterate the steady, solid growth of this category over the past 40 years. I know I've shared this slide in the past, but it bears repeating as it's one of the many reasons we remain bullish on frozen. Frozen’s 4% CAGR is in the top tier of foods growing in in- home consumption over this extended time frame. Now turning to our snacks business on Slide 16. We saw strong momentum in the fourth quarter while trends in snacking were down across several of our competitors. This is largely due to our on trend snacking brands that span advantaged snacking subspaces like meat snacks, popcorn, and seeds. We've seen strong volume sales performance across each of these subcategories given the rise of protein and fiber-centric snacking, as brands like Duke's, David, and Angie's BOOMCHICKAPOP have enabled us to answer consumer demands for healthier on-trend snack options. Moving on to our staples domain on Slide 17. While we saw an overall improvement in volume sales in the second half, we were wrapping supply chain disruptions in chili and canned meat, resulting in a 17.5% volume increase in Q4. We also saw brand building investments drive volume growth in certain previously challenged refrigerated products. As a result, as we enter fiscal ‘25, we'll make further prudent investments to stimulate broader volume recovery in staples. Despite the challenging macro environment the past year, our innovation continued to resonate with consumers in a big way. Slide 18 highlights some of our innovation that we launched during fiscal ‘24, as well as some items that will hit store shelves in fiscal ‘25. The expansion of our Birds Eye brands to include delicious, culinary inspired products that appeal to a younger, more affluent household has seen significant success in the market. Consumers have also embraced our Banquet Mega chicken filets and Healthy Choice modern dinners, which cater to a greater variety of eating occasions. And finally, Wendy's Chili, delivering the flavors that consumers know and love from the QSR industry, became available at grocery stores nationwide, and it continues to perform very well for us. As I mentioned earlier, we delivered full year adjusted gross and operating margin expansion, thanks in large part to our successful cost savings initiatives and strong supply chain productivity. These strong productivity results helped fuel the significant brand building investments I've discussed here this morning. At the end of fiscal ‘24, savings as a percentage of cost of goods sold reached our long-term target of approximately 4%, and service levels improved close to pre-COVID levels at 97%. We also delivered substantial improvements in free cash flow and a five day improvement in our cash conversion cycle relative to the prior year period. As we look ahead to fiscal ‘25, we remain on track to deliver $1 billion of cost savings by the end of the year. Now looking at the year ahead, we anticipate the consumer will remain challenged in fiscal ‘25, but that we will gradually transition toward a more normalized operating environment as consumers adapt. Here are our key assumptions for fiscal ‘25. We expect our brands will continue to benefit from our ongoing strategic investments to maximize consumer engagement and drive further volume improvements. We'll continue to drive our cost savings and productivity initiatives and expect to achieve 4% cost savings as a percentage of cost of goods sold. This will help offset projected inflation and further enhance our competitive position. For fiscal ‘25, we anticipate adjusted gross margins will remain stable despite continuing our brand building investments. Further, while Ardent Mills is expected to deliver another strong year, it will not be at the level of a particularly strong fiscal ‘24. Turning now to our financial guidance for fiscal ‘25 on Slide 23. Again, our outlook anticipates both continued investment in our brands and a gradual waning of the challenging macro trends experienced by the industry in fiscal ‘24 as consumers continue to establish new reference prices. We view this stance as prudent. Accordingly, we are guiding to an organic net sales range of minus 1.5% to flat compared to fiscal ‘24; adjusted operating margin of approximately 15.6% to 15.8%; and adjusted EPS of approximately $2.60 to $2.65. Our steady progress in 2024, despite a difficult consumer environment, demonstrates the underlying resiliency of our business, and this reinforces our confidence to drive further volume improvement and margin expansion in fiscal ‘25. With that, I'll pass the call over to Dave to discuss our financials in more detail.
David Marberger:
Thanks, Sean, and good morning, everyone. As Sean discussed, we made solid progress throughout the fiscal year in a challenging consumer environment. I'll first highlight the full year results shown on Slide 25, before discussing the fourth quarter. Fiscal ‘24 organic net sales of $12 billion were down 2.1%, largely driven by the industry wide elongated volume recovery in our domestic retail business. Adjusted gross profit and adjusted operating profit both improved 0.3% over prior year, despite lower sales, as strong supply chain productivity helped offset cost of goods sold inflation, absorption impacts from our lower volumes, and the brand investments we made during the year. Advertising and promotion expense as a percentage of net sales was consistent with last year at 2.4%. Adjusted SG&A, which excludes A&P, was approximately flat to the prior year as general cost increases were mostly offset by lower incentive compensation expense. We delivered an adjusted operating margin of 16% and adjusted EPS of $2.67 for the fiscal year. And as Sean mentioned, we finished the year at a net leverage ratio of 3.37 times and improved our free cash flow by approximately $1 billion over fiscal ‘23. I'll now discuss our fourth quarter results, starting with our net sales bridge on Slide 26. Organic net sales declined 2.4%, driven by a volume decline of 1.8% and a 0.6% price/mix reduction, reflecting the increased brand building investments. We also saw a small benefit from favorable foreign exchange. Slide 27 outlines Q4 top line performance for each segment. Volume declines in our Grocery and Snacks and Foodservice segments were partially offset by volume increases in our Refrigerated and Frozen and International segments for the quarter. As Sean discussed, we made good progress in our snacks business as consumption trends were positive in the quarter, helping us gain share. In grocery, we've seen positive results in select areas where we've increased investment and innovation, and we continue to evaluate prudent investment opportunities in our grocery business to improve volumes moving forward. We are pleased with the volume inflection we delivered in Refrigerated and Frozen in Q4, demonstrating the consumer impact of our trade investments. Declines in Foodservice volume were driven by a slowdown in QSR traffic, along with actions we've been taking to eliminate low profit business, which is reflected in the strong operating margin performance in Foodservice that you will see shortly. Our International business delivered another strong sales quarter, with volume and price/mix both up year over year, driven by strong results from our Mexico and Global Export businesses. Overall, we are seeing some green shoots from our frozen, snacking and International volumes in Q4 and remain confident that our continued innovation, brand and trade merchandising investments will help this continue in fiscal ‘25. The components of our Q4 adjusted operating margin bridge are shown on Slide 28. Adjusted gross margin improved 62 basis points over prior year to 27.6%. Productivity improvements, which approximated 4% of cost of goods sold in the quarter, more than offset net inflation, which approximated 2.7% of cost of goods sold, which helped fund trade merchandising investments in our brands. Adjusted operating margin improved 22 basis points over prior year to 14.8%, driven by the adjusted gross margin improvement I just discussed, partially offset by increased A&P and adjusted SG&A. Slide 29 details our adjusted operating profit and adjusted operating margin performance by segment for Q4. Grocery and Snacks adjusted operating margin improved 220 basis points, aided by pricing taken earlier in the fiscal year and by a $7 million net benefit related to insurance proceeds for prior year lost sales from our canned meats recall. Refrigerated and Frozen adjusted operating margin declined 172 basis points from increased trade merchandising investments. International adjusted operating margins declined 283 basis points, mainly from transitory supply chain issues impacting our Canadian business, while Foodservice adjusted operating margins improved 427 basis points, a result of discontinuing less profitable business. As a reminder, results from our annual goodwill intangible impairment testing also negatively impacted reported profits, primarily in our Refrigerated and Frozen and Grocery and Snacks segments. The primary drivers of the impairment charges were a combination of higher interest rates, revised net sales projections, and some market multiple contraction seen throughout the industry. The adjusted EPS bridges for the fourth quarter and full year are shown on Slide 30. Fourth quarter adjusted EPS was $0.61, $0.01 less than prior year. Taxes were favorable in the quarter by $0.02, while a reduction in equity earnings from Ardent Mills was a $0.03 headwind. At the bottom half of the slide, you can see that our year over year EPS declined by $0.10, largely driven by $0.07 of headwinds from additional interest expense and a reduction in pension income versus the prior year, as well as a $0.05 headwind from Ardent Mills as that business moves towards a more normalized level of operations. Let me take a minute to talk about our 44% joint venture ownership in Ardent Mills. Ardent Mills is a premier flour milling and ingredient company. The primary business of Ardent is in the milling and selling of flour products at a margin. Most of the remaining business is commodity revenue that is generated by managing volatility in grain markets through trading operations. The decrease in Ardent's fiscal ‘24 results reflects slightly lower volume trends in the milling industry and a move towards a more normalized commodity revenue environment, which hit record levels in fiscal ‘23. Slide 31 reiterates the progress we've made to strengthen our balance sheet and improve cash flow. In Q4, we repaid a $1 billion senior note that matured in May 2024 through a combination of cash on hand, commercial paper borrowings and the issuance of a $300 million one year unsecured term loan. For the fiscal year, our ending net debt was $8.4 billion, a reduction of $777 million, or 8.5% from fiscal ‘23. We delivered strong year-over-year improvement in net cash flow from operating activities, primarily through reduced inventory balances and improved cash returns from Ardent Mills, generating $2 billion in net cash flow from operations and free cash flow of $1.6 billion, an improvement of approximately $1 billion over prior year. Capital expenditures increased 7% over prior year to $388 million. And we paid $659 million in dividends in fiscal ‘24. I'm very proud of these results, which reflect a focused commitment by the entire Conagra organization on cash flow. Reducing debt and lowering our net leverage ratio have been priorities for us. Slide 32 shows the consistent progress we've made, finishing fiscal ‘24 at a net leverage ratio of 3.37 times, well on our way to achieving our targeted 3.0 times leverage ratio by the end of fiscal ‘26. Sean already previewed the guidance metrics shown here on Slide 33. For fiscal ‘25, we are expecting organic net sales growth to be flat to down 1.5% versus fiscal ’24, adjusted operating margin between 15.6% and 15.8%, and adjusted EPS between $2.60 and $2.65. The considerations underlying our fiscal ‘25 guidance are shown on Slide 34. As Sean discussed earlier, we're encouraged by the steady volume improvement and market share gains we've seen from the investments put in place during fiscal ‘24, and we expect to continue these investments in fiscal ‘25. We are projecting approximately 3% net inflation in fiscal ‘25, capital expenditures of $500 million, and full year gross productivity savings of approximately $350 million, or 4% of cost of goods sold. We expect operating margin of 15.6% to 15.8%, which is down from 16% in fiscal ‘24. This decline is driven by higher expected SG&A in fiscal ‘25, mostly from higher incentive compensation expense, which was down in fiscal ‘24. We expect to generate a free cash flow conversion of approximately 90% and further reduce our net leverage ratio to approximately 3.2 times by the end of fiscal ‘25. We expect to resume a minimal amount of share repurchases in fiscal ‘25 to offset dilution from our share-based equity incentive plans. In terms of how we expect the year to progress, we expect Q1 to deliver the lowest volume, top line, and adjusted gross margin of any quarter. While we still receive the benefit from pricing put in place in fiscal ‘24, Q1 will be impacted by continued brand building investments and wrapping on our highest top line quarter in the prior year. We are planning for sequential volume improvement each quarter after Q1 to achieve our full year sales guidance. Also, SG&A in the first quarter will face a headwind from wrapping the Q1 fiscal ‘24 adjustment to reduce incentive compensation expense. This morning, we announced that our Board of Directors authorized the continuation of the company's annualized dividend rate of $1.40 per share, a 53% dividend payout ratio based on the midpoint of our fiscal ‘25 EPS guidance and in line with our targeted payout ratio. That concludes our prepared remarks for today's call. Thank you for your interest in Conagra Brands.
Q - :
Operator:
Good day and welcome to the Conagra Brands Third Quarter Fiscal Year 2024 Earnings Conference Call. [Operator Instructions] Note, this event is being recorded. I would now like to turn the conference over to Melissa Napier, SVP, Investor Relations. Please go ahead.
Melissa Napier:
Good morning. Thank you for joining us today for our live question-and-answer session on today's results. Once again, I'm joined this morning by Sean Connolly, our CEO; and Dave Marberger, our CFO. We may be making some forward-looking statements and discussing non-GAAP financial measures during this session. Please see our earnings release, prepared remarks, presentation materials and filings with the SEC which can all be found in the Investor Relations section of our website for more information, including descriptions of our risk factors, GAAP to non-GAAP reconciliations and information on our comparability items. Operator, please introduce the first question.
Operator:
The first question today comes from Andrew Lazar with Barclays.
Andrew Lazar:
I guess, Sean, based on scanner data, most expected, I think, some upside in grocery and snacks and maybe a bit more weakness in refrigerated and frozen -- this dynamic was certainly more extreme, I think, in the quarter than I think many had modeled. So I guess in Grocery & Snacks, Conagra had about a 4% benefit from price mix and that was well ahead of what we thought. So curious kind of what drove that. And then in Refrigerated & Frozen, you talk about success in single-serve meals but trying to corroborate how we sort of marry that with the 8% organic sales decline in that segment and maybe that's more of a function of refrigerated versus frozen in some way. So those 2 aspects would be really helpful.
Sean Connolly:
Yes. Let me unpack all of that for you, Andrew. As I said in the prepared remarks, things unfolded very much in line with what we expected. And as you heard us say, our investments in frozen have driven a nearly 7-point swing in our scanner volume from Q1 to the most recent 4 weeks where volume came in down a fairly modest 1.2%. So very strong progress in frozen overall which is important because that's been the focus of our investment. What you're seeing and the reason for the optics being a bit confusing is the reason the R&F segment in total numbers don't show the same magnitude of inflection is noise in the refrigerated part of the business which was, by the way, also consistent with what we anticipated. Recall, our refrigerated businesses are predominantly pass-through categories and one of the rare areas in our portfolio where we've actually experienced deflation and rolled back prices accordingly as pass-through categories do. And while that creates some short-term volatility in dollars until it's in the base as deflation passes through. Importantly, margins are preserved due to the lower COGS. The other dynamic that I'll point out there in RNF is, in addition to that piece, our table spreads business benefited in Q3 a year ago due to a large competitor having a particularly weak quarter due to supply chain challenges. So that's kind of some color on R&F and why the divergence between frozen and refrigerated. With respect to Grocery & Snacks segment, we also expected a solid quarter in the GMS segment and we got it. And there were several factors there from pricing in tomatoes to bounce back in canned meat like Chile, Vienna sausage, where you remember we had a recall in the year ago period but also strong innovation like our new Wendy's Chili, where we've grown significant market share. So overall, our grocery brands are great consumer options for people who are seeking to make convenient meals at a great value. It's also a good mix for us. But I think the big picture is one of the benefits of a scale, diversified portfolio is that, as they say, there are horses for courses. So you're inherently hedged when the macro environment is less stable than normal. Big picture for us. I like the volume momentum we saw in Q3. I like what I've seen so far in Q4 and I expect further progress from here.
Andrew Lazar:
Got it. Got it. And then I guess just lastly, obviously, volumes in the quarter were still down but a sequential improvement and that's obviously what the expected step-up in investment spend. So I guess you kind of talked to this a little bit but how would you characterize like the current volume momentum? And would you expect volume trends to inflect positively by the time we get to the start of FY '25? Or are dynamics still such in the broader industry that's a little bit hard to peg right now?
Sean Connolly:
Well, it's one of the reasons why we're looking at this so closely. It's one of the reasons why I referenced the most recent 4-week scanner data in frozen being down a mirror of 1.2. We obviously are seeing and expect to continue to see further progress. We're not going to draw the line in the sand and say, this is the month, this is the day where it's going to -- it's going to cross over. Next quarter, obviously, when we give '25 guidance and have our annual operating plans fully rolled up, we'll give you that color. But it's moving in the right direction; that's the bottom line. I mean this is a food thing; everybody wants to see volumes go in the right direction. I think companies and investors are willing to see investment in order to do that. But what I think people want to see overall is, can you hold your gross margins while you're making those investments and getting the volume results that you want to see. And that's what was particularly encouraging to me in the quarter is we pretty much got -- we made the investments we intended to make -- we got the volume improvements that we wanted to see, we've got continued volume progress into Q4; and we've done all this while maintaining even expanding gross margins that we work very hard to kind of claw back after the initial compression from all the huge inflation we experienced a couple of years ago. So that, I think, is a positive and I think it foreshadows just continued momentum from here.
Operator:
The next question comes from Ken Goldman with JPMorgan.
Ken Goldman:
Just wanted to ask a quick question about 4Q. Your implied guidance might suggest around minus 2% in organic sales growth. It's pretty similar to what you posted in 3Q. Some might say it's a little prudent though. Just given -- you do have an easier comparison, both on 1-, 2-, 3- and 4-year basis, just looking that through, you have the lapping of the Americold issue. So I'm just curious if it's right to think that's a little bit prudent? Or are there may be some offsets to that, maybe a little bit of less of a help from mix perhaps just throwing that out there? Just trying to get a bit of color on those building blocks as you think about that.
Sean Connolly:
Ken, I'll make just a quick overall comment and flip it to Dave. But after the last 9 months of kind of elongated volume recovery, our posture has been one of, let's lean toward prudent because the macro environment has been more volatile than I think anybody expected. And so that's been our posture. That's why we didn't bake in anything heroic in our back half plans and I think that will continue to be our posture until we see a macro that is just inherently bouncer than it's been. But it's going in the right direction and that's good and I think we're in the -- I like the way we're set up for Q4. Dave, do you want to make any additional comments on Ken's point?
Dave Marberger:
No, I think you pretty much hit it. I mean, Ken, we're expecting sequential volume improvement and we've been talking about that and we've seen it through but we also expect to continue investing. So obviously, both of those things impact the top line and you referenced mix, we do have mix impacts in this portfolio and they can be slightly positive or slightly negative any quarter. So as Sean mentioned, we want to be prudent but they are the 3 key drivers that get us to the -- towards the low end of the sales guidance range for the year.
Sean Connolly:
Yes. And just also to think about it this way too, Ken, is our fiscal ends in May which is kind of an odd month. But what's happening for us in May is our new innovation is rolling into the marketplace. We are focused at that point of the year, always on the next fiscal year and how do we build momentum in the next fiscal and peak events like Fourth of July, back to school. And so we're really getting so late in the year now that a lot of our attention is focused on getting these annual operating plans finalized and trying to set up next year to be as strong as possible, including around key dates and holidays and things like that.
Ken Goldman:
And then while we're talking about next year, I realize it's too soon to provide any kind of quantitative numbers, I wouldn't ask for them or quantitative information rather. But at CAGNY, you said you're doing what you can to be as close as possible to be on algo. And I was just curious where your level of confidence on that topic stood today? How you're thinking about maybe balancing what might continue to be a challenging consumer environment, I guess, with maybe what also could be some friendly top line comparisons, progress on cost savings, cash flow and so forth. Just trying to think directionally how you guys are thinking about that now?
Sean Connolly:
Well, you're 100% right. We will give you our complete and total view of fiscal '25 on our next call. I think for this call, I think the key messages to our investors are. We are getting momentum on the volume line. We are moving kind of toward that Mendoza line here that everybody wants to see us cross over at some point. Exactly when that happens, as you've heard from other companies, I think you'll get more perspective on that in the coming months as people finalize their plans. That will be true of us. But make no mistake about it, we've been watching the consumer for their readiness to kind of re-establish well, their typical behaviors. And we've said we're willing to kind of nudge them along if we see that readiness. And so we've been methodical in not only monitoring their readiness but putting the investment out there to nudge them and measuring the response we very carefully. And we're getting a good response we're getting close. It's not as if the momentum is slowing, if anything, had accelerated in the last quarter. So I think all I can say at this point is I like the setup. We just have to continue to do more of what we've been doing, continue to drive it which is that mindset of volume is important but so is protecting margin. And that's one of the things in our materials today that you saw is why our supply chain team is so important. That work we've got going on in supply chain to really maximize cost savings, provides critical fuel for growth and we expect that to continue. And that's how ultimately, over the long haul, that's how we're going to drive volumes back positive again. We got a really tremendous stuff going on in supply chain with cost savings right now. And as you saw in our Chief Supply Chain Officer, L.A. Ely's [ph] presentation at CAGNY we are on track to implement our connected shop floor program in half our facilities in the next couple of years. And that is outstanding performance overall. If you look across the industry, that's a leading position in the industry and that will be key to margin expansion going forward. And so we're very excited about that work and the legs that it still has in front of us.
Operator:
The next question comes from David Palmer with Evercore.
David Palmer:
A question on Frozen. I'm curious, particularly on the frozen entrees which your thought there about a return to growth in sales in that business? And if there's any sort of juxtaposition that you would make between frozen entrees and frozen vegetables and how you view the challenges and opportunities for each and returning to growth?
Sean Connolly:
Sure. David, you saw in the presentation today that in Q3 of '24, our frozen single-serve meal business achieved over a 51% market share which is up 1.7 points versus a year ago. And if you remember Tom McGough's comments from CAGNY, we have just -- we've become the leading frozen food producer in the United States, largely because of the success we've had in frozen single-serve meals over the last 5 years. So our performance there continues to be stellar and we continue to gain share. And by the way, I've made the comment many times that we under-index as a company in terms of competing with private label, Nowhere is that truer than in frozen single-serve meals. So for example, the entire size of private label in frozen single-serve meals is 1.8 points. Our business is 51.2 points of market share. And in fact, our growth in market -- unit market share in the last quarter was 1.7 points which is almost the total equivalent private label. So we like our position, our market and the market structure there. We like our brands and we feel great about it and it's been a growth juggernaut for us for the last 5 years and I see no reason why that won't continue. In terms of Birds Eye and vegetables, vegetables is one of the categories where earlier in the year, we saw consumers exhibit value-seeking behaviors. So for example, we saw some trade down from fresh and frozen vegetables to canned vegetables despite the obvious quality trade-offs. But Birds Eye is also one of the businesses that we are investing against with a clear focus on the superior relative value of frozen vegetables versus other choices. In fact, the advertising we're running now is directly comparative as I mentioned to you previously and features the clear benefit of our Stay Fresh flash freezing process which basically freezes time for the consumer and keeps our vegetables at the peak of freshness until the consumer is ready. So it's a clear advantage. And in the most recent 4 weeks of scanner data Birds Eye grew overall share even though our focus is really on the value-added tier. So we've got investments there. We've got momentum there and it's an important brand and you're not going to see us slow down on the marketing support and the innovation front.
David Palmer:
I just wanted to follow up on Ken's question. Maybe one way to ask how is what ways are you going to be really reviewing your business in the coming months as you contemplate how you're going to be guiding fiscal '25? Is it simply just volumes getting closer to flat overall in the business? Or are there any areas of the business you would be particularly focused on that you will be -- that will really help you think about how you guide for '25.
Sean Connolly:
Well, I think the way I think about it, principally, David, is we are an ROI-minded management team we are not bashful about putting investments out there to support our brands if they drive the impact that we want to see in the marketplace which in turn drives the return on investment. So where we are in our typical annual operating planning process is brand by brand, looking at the market fundamentals on what's happening within the brand dynamics, the competitive dynamics of the category, what do we know about the need for those consumers in those categories to have some kind of stimulus to kind of nudge them back to their normal behaviors. And what kind of lift can we expect. So we do that on a brand-by-brand basis and that ultimately leads to our investment profile. So we're in the midst of that right now. we are -- we've obviously run a lot of what you might consider to be test markets starting in Q2 in terms of those investments and understanding what those ROIs are. And we're racking it up right now. But I think what's encouraging is we are seeing responsiveness and we are seeing good ROI. And I think that bodes well going forward.
Operator:
The next question comes from Chris Carey with Wells Fargo.
Chris Carey:
One thing that did stand out was that the inflation impact to margins did get a little bit worse quarter-over-quarter -- can you just expand on that if that's driven by commodities, non-commodities, I think you mentioned tomatoes with respect to some incremental pricing. Just any context on what is driving that and if there are any nuances.
Sean Connolly:
Yes, I'll make a quick comment, Chris and flip it to Dave. Obviously, inflation has slowed but we're still in an overall inflationary environment and some things more recently have inflated and that has led to taking some price. So you get the benefit of that. But it also -- there's a lag effect. So we've kind of taken you all through that, the mechanics of how that works. And that's part of it, right? As you get -- when you get new inflation, you take new pricing, you got a bit of a lag effect, so you get a little bit of margin pressure in the early days while you're waiting for that to get reflected. And then you see a pretty rapid inflection from that point on. So that may be a piece of it, Dave, do you want to add more color to.
Dave Marberger:
Yes, just a little color. So Chris, yes, we -- our inflation rate as a percentage of cost of goods sold for the quarter was 2.9%. And which drive the 1.9% margin impact that you see in the materials. So we're still on track for -- we said full year approximately 3%. We're still on track for that, maybe a tick above that. But the inflationary areas you mentioned, tomato as we've talked about that, we've taken pricing. That was a big driver of the price mix in Grocery & Snacks for the quarter. We've also seen inflation in more broadly in vegetables in different ingredients and sweeteners starches. We have some inflationary areas. These things ebb and flow. We still -- and we've talked about this in the past, we still have inflation in our manufacturing operations, both with our labor and overhead and transportation is relatively flat, a little bit inflationary. So we're pretty much in line. It is slightly higher but generally, we're managing it to the full year expectation.
Chris Carey:
Okay. Perfect. Just -- and then a follow-up regarding the comment on pricing, just you mentioned tomatoes among other things, in the grocery and snacks business. How would you characterize the positive pricing there in the quarter? Was that due to your anomalies in the base period, anomalies in the quarter itself? Or are we looking at what appears to be a more durable positive price mix for that division from here on new pricing or lingering pricing which is now being fully reflected in the P&L. Thank you very much.
Dave Marberger:
Yes. I mean we obviously got the biggest benefit was from the tomato pricing and we saw the expected benefits there. The elasticities were good and in line with what we expected. We also did have a benefit of mix in the quarter. So our price/mix which was a little over 4% for the quarter, we did get a benefit of mix which contributed as well. And so a lot of our businesses in Grocery & Snacks are progressing as we expected. And so that's driving a good mix for us. So that was part of the equation as well in the quarter.
Operator:
Next question comes from Alexia Howard with Bernstein.
Alexia Howard:
Okay. So can I ask to begin with just about the productivity improvements in the food service channels. It seemed as though they were particularly strong this quarter. Is that likely to continue going forward?
Sean Connolly:
It was definitely a strong margin performance for food service. There's been a little bit of weakness in traffic in food service but I'd say overall, it was a very good quarter. And I think that is just an example of the productivity and total cost savings performance we expect across the portfolio, Alexia. So food service has opportunities but we've also got opportunities across the international business and the retail business in the U.S. as well. So we expect strong continued cost savings performance across the total portfolio.
Alexia Howard:
Great. And then can I just hone in on private label in the frozen vegetable area. There seems to be some confusion out here about whether private label is becoming more of a problem just broadly or whether it's actually still fairly contained. Is there anything that you're seeing in terms of private label, either in frozen vegetables or more broadly that would suggest it's becoming more of an issue. Or is it really that the supply chain challenges have been overcome on the private label side but there doesn't seem to be any major red flags or anything on the horizon?
Sean Connolly:
Yes. Let me frame that up for you. So you've got the big picture of how that works. Overall, as a company, we under-index, as I mentioned a few minutes ago, versus private label. That is obviously category specific. So there are some categories that have more private label. A good example is canned tomatoes, where you basically got Hunts, you've got private label and then you've got some kind of regional brands that are smaller in the area. One of the other categories where there is a larger piece of private label is frozen vegetables. But as you think about vegetables more broadly, vegetables are sold frozen. They're sold in the produce section and they're sold in the canned food section in the center of the store. And there's been a lot of movement between that as value-seeking behaviors have been out there. And one of that has been actually about 6 months ago, some trade out of frozen into can and we're seeing that come back. Within frozen vegetables Alexia, there are -- there's kind of the commodity vegetable tier -- and then there's the more premium steamer and then value-added tier which is soft season, things like that. For the last 2 years, we have been focused on building our business and our innovation pipeline in the premium value-added space and actually pulling back on the commodity veg space, doing more value over volume, as you've heard us talk before. And the reason for that is because that's a lower-margin business. Not surprisingly, it's more commodity oriented. So there's a role for us to play or there's -- that business plays a role for us as a company in terms of overhead absorption in our vegetable plants but our aspiration is not to be the world leaders and fastest growers in commodity veg tier within frozen because that's just arguably a bit of a misuse of our resources that we could people and otherwise but elsewhere because there's not much of a profit pool there. So it's important for us to maintain a certain scale of business there for overhead absorption purposes but that is not strategically where we play. When we look at frozen vegetables, we are looking -- and you can see in our innovation pipeline and more premium products and more value-added tier.
Operator:
The next question comes from Rob Dickerson with Jefferies.
Rob Dickerson:
Great. Sean, just, I guess, a question specific to frozen. I mean it sounds like the ROI on the investments have been attractive. You seem very kind of upbeat and encouraged to the momentum on the business. But at the same time, when we think about kind of what's happened in the quarter, doesn't really seem like a lot of that was driven necessarily by kind of upside, so to speak, within that volume component within Refrigerated and frozen. So I'm just curious, as you speak to those investments, are we talking kind of more promotional activity, you're doing better and better and bigger pack sizes. Just trying to gauge kind of what's like your perspective as to why the ROIs are good and kind of what you're doing right because optically, as we look at the number in the segment which does include refrigerated it's not really better and there was, I think, a little bit of an easier compare. So just trying to gauge -- get a little bit more color on that one piece.
Sean Connolly:
Yes. I think to not get too twisted up in the optics of the combined R&F segment -- if you look at -- I think it was Page 10 of our presentation today which was consumption in our consumer domains. That's really the key kind of evidence point of what we're seeing from our investments. So our investments have been heavily skewed towards frozen, as I mentioned, because that's a very strategic business for us. And that line -- that consumption line there in terms of volume change has moved from minus 7.8% in Q1 of fiscal '24 to minus 2.8% in Q3 '24 and in the most recent -- in the first month of the fourth quarter, that number is about a minus 1.2%. So that's when I referenced the nearly 7-point swing in consumption that we've seen over the last couple of quarters, that's precisely what I'm talking about. And that is a very, very meaningful move in terms of the category, I think you'll be hard-pressed to find a bigger move more broadly in food. What is creating the noise in the R&F segment data is the refrigerated which I don't have here for you broken out volumes dollars in the absolute which is a function of 2 things that I referenced. One is the rollback in prices because of the deflationary categories there and also the ramp that we had in one of our -- in our table spreads business. So that's really what's behind that. But the movement in the volume is the basis for the ROI comment that I made and you can see how that movement has come out, it's been very material.
Rob Dickerson:
And then just a quick question on gross margin, very simplistically. Clearly, I hear all your comments in the prepared remarks around productivity efficiencies, [indiscernible] pricing and grocery and snacks all positive. But I'm just curious like what changed relative to coming out of Q2, right, in early January? Because I think the commentary previously for the year was gross margin would probably be similar back half maybe relative to Q2 but now it seems like it will clearly be better in the back half relative to Q2 and that kind of took place over the course of 2 months. So it seems like something changed to the upside? I just like to know what that's all.
Dave Marberger:
Rob. So I think you'd agree that if you look over the last 6 quarters, there's been a lot of volatility in our supply chain. And so when forecasting gross margin, we want to be -- we want to make sure that we're considering all scenarios around operations. The fact of the matter is, is that if you look at a year ago, we had a lot of -- we still had a lot of things going on in supply chain with some recalls and some other challenges that we had that did impact the profitability. So as Sean talked about, our core productivity programs are on track. We're focused on the projects. We're executing -- so we're really seeing that benefit. The inflation is still coming in, we're still investing and you see those as part of margin. And we still have a headwind from absorption. So because the volumes are down. And importantly, we're driving inventory down. So our production in our plants has been down and we're managing that. That's been a headwind. But we haven't had any other disruptions like we've had the last couple of years in supply chain, given the environment that now we're able to -- we're really encouraged that we're able to make -- fund the investments we want to fund and execute our productivity programs and drive the gross margins that we're looking for. So one quarter doesn't make a year but we're really encouraged by what we saw this quarter and we're going to build on it.
Rob Dickerson:
All right. Super. Thanks, Dave. Appreciate it.
Operator:
This concludes our question-and-answer session. And that concludes the conference call. Thank you for attending today's presentation. You may now disconnect.
Operator:
Good morning, and welcome to the Conagra Brands Second Quarter Fiscal 2024 Earnings Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Bayle Ellis, Manager of Investor Relations. Please go ahead.
Bayle Ellis:
Good morning, and thanks for joining us for the Conagra Brands second quarter and first-half fiscal 2024 earnings call. Sean Connolly, our CEO; and Dave Marberger, our CFO, will first discuss our business performance, and then, we'll open up the call for Q&A. We will be making some forward-looking statements today. And while we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of our risk factors are included in the documents we filed with the SEC. We will also be discussing some non-GAAP financial measures, including adjusted numbers that exclude items, management believes, impact the comparability for the period referenced. Please see the earnings release and the slides for GAAP to non-GAAP reconciliations, and information on our comparability items, which can be found in the Investor Relations section of our website. I'll now turn the call over to Sean.
Sean Connolly:
Thanks, Bayle. Good morning, everyone, and Happy New Year. Thank you for joining our second quarter fiscal '24 earnings call. Let's start with the Q2 headlines, shown here on Slide 5. At a macro level, the industry-wide shifts in U.S. consumer behavior, that we discussed on last quarter's call, persisted into the second quarter. These behavior shifts continued to pressure volume and mix. However, while the consumer is still deploying some value-seeking tactics when they shop, we are seeing clear progress when it comes to volume recovery. In Q2, that progress was most notable in our Refrigerated and Frozen segment, in particular, our Frozen business. This inflection was helped by investments on key brands as we were seeking to understand consumer readiness to revert back to more typical purchase behaviors. We saw outstanding responsiveness that will inform our back-half actions. More on that in a moment. The net result was a clear improvement in volume trends, with domestic retail volume loss that was half of what we saw in Q1. We delivered solid margins and EPS, as well as excellent free cash flow conversion. Our productivity initiatives remain on track. Although, we also saw some absorption impact from our volume declines. As we look ahead to the second-half, we have a robust investment plan in-place, reflecting our increased confidence in consumer responsiveness to brand building levers. Our goal is to continue to build momentum with our consumers as we move through the back-half of the fiscal year, and then, enter fiscal '25 in a position of strength. I will share more on our multifaceted action plan in a few minutes. Finally, we are updating our guidance for fiscal '24, reflecting both the consumer environment and the additional brand investments in the second-half of the year. After tremendous initial resilience in the face of a record inflation super cycle, U.S. consumer behavior shifts did emerge last spring in our industry as the cumulative effect of inflation caused consumers to begin to stretch their budgets. This resulted in a reprioritization of food choices as shoppers adjusted purchase behavior towards more stretchable meals. This slide reprises some of those shifts we discussed last quarter. At that time, we told you that we expected these trends to be transitory. We still believe that to be the case. But the pace of the shift back to normal consumer behavior has been slower than we initially expected, and that pressured our volume, performance and mix in the second quarter. That said, the tide appears to be turning. When we discussed these behavior shifts last quarter, Frozen was one of our most impacted businesses, specifically, our frozen single-serve meals. After five years of consistent strength, we saw some consumers looking to alternatives such as multi-serve meals and scratch cooking to stretch their budgets. We didn't expect that trend to be lasting as the unshakable consumer demand for convenience, combined with Conagra driven product innovation, has generated strong Frozen demand for a long-time now. As I noted in my opening remarks, we believe it's important to understand consumer readiness to resume more typical shopping behaviors before more fully ramping-up investments to facilitate the process. We want to be confident that our investments will have the desired impact. With that in mind, during the second quarter, we did invest in certain key businesses to assess consumer response to increased brand building stimulus. Most noteworthy was our largest Frozen business, single-serve meals, where we deployed high-quality merchandising nationally. The results were very encouraging, with lifts up 60%. These lifts ultimately drove meaningful gains in our market share. As you can see on this slide, our Q2 share in this business approached 51%, eclipsing last year's gains and also setting a new record. The net of this is while the consumer is still stretched, they are responding to high-quality brand building stimulus. And when you look at volume trends, while not yet positive, you can see that progress is clearly underway. Slide 9 shows volume results in our key U.S. retail segments, both separately and combined. I'll draw your attention to the chart on the left, where you can really see the impact of our investment actions. As a result of these investments, Refrigerated and Frozen segment volume went from minus 10.5% in the first quarter to minus 3.3% in the second quarter, coming in-line with volumes in Grocery and Snacks. Overall, our targeted investments in Q2 helped cut the total domestic retail volume decline in half compared to the first quarter, not all the way back, but good progress. I'm also pleased to report that we continued to deliver momentum in our International and Foodservice businesses, which together account for approximately 18% of total Q2 revenue. International grew organic net sales by 5.6% in the quarter, while our two largest markets, Mexico and Canada, delivered organic net sales growth above 9%. This was a result of our International team's outstanding execution, including strong brand activation, improved point-of-sale performance, innovation that is resonating with our customers, and expanded distribution in Mexico. Our Mexican business has now delivered four consecutive quarters of volume growth. In Foodservice, we delivered organic net sales growth of 4.3% in the quarter, driven largely by favorable price mix as well as expanded distribution in our Frozen portfolio, which accounted for roughly half of our total Foodservice business. Slide 11 details our second quarter results, including organic net sales of approximately $3 billion, which is down 3.4% compared to last year. Adjusted gross margin of 26.9% was down 129 basis points from last year, reflecting our targeted investments and the absorption impact associated with the volume decline. Adjusted operating margin of 15.9% was down 108 basis points compared to last year and adjusted earnings per share of $0.71 was down approximately 12% versus last year. Importantly, we delivered strong free cash flow during the second quarter. Dave will cover this in more detail shortly. But as you can see on Slide 12, free cash flow in the first-half of fiscal '24 was almost six times what it was in the first-half of fiscal '23. We used some of that free cash flow to paydown debt, bringing our net leverage ratio to 3.55 times in the second quarter. As I mentioned earlier, we have a robust and multifaceted investment plan in-place for the second-half of the year, reflecting our confidence in consumer responsiveness to our brand building efforts. On Slide 13, you can see images from our new advertising investments, focused on our biggest brands, including Birds Eye, Healthy Choice and Slim Jim. You may have already seen some of the terrific work we've done this year with Slim Jim and the WWE, building on the heritage and built-in awareness of our long-term partnership with Wrestling Legend, Randy Macho Man Savage. Fiscal '24 is one of our biggest innovation slates yet. We are backing those launches with meaningful increases in slotting in-store and other sales support versus the prior year. Slide 14 highlights some of the exciting innovation we've recently launched. If we have any chili lovers on the call, I highly recommend our Wendy's Chili. You can get the true restaurant taste of this beloved Chili at home. Finally, Slide 15 highlights the investments we're making in high-quality merchandising. Our efforts are focused on reengaging consumers with our existing products to capture market share as well as introducing consumers to our new innovation. The targeted investments we made during the second quarter give us confidence that our multifaceted brand building investments in the second-half of the year will drive momentum going into 2025. We're updating our guidance for fiscal '24, reflecting both the consumer environment and the additional brand investments in the second-half of the year, our new guidance includes organic net sales decrease between 1% and 2% compared to fiscal '23, adjusted operating margin of approximately 15.6%, and adjusted EPS between $2.60 and $2.65. Overall, we remain confident in our brands, plans, people and agility, as we continue to navigate this shifting consumer environment. With that, I'll pass the call over to Dave to cover the financials in more detail.
Dave Marberger:
Thanks, Sean, and good morning, everyone. Slide 18 highlights our results from the quarter. Overall, our team executed well as we continue to navigate consumer behavior shifts that pressured our volume and mix. In Q2, net sales were $3.2 billion. As Sean discussed earlier, this reflects a 3.4% decrease in organic net sales, driven primarily from lower year-over-year volumes. However, this is the third quarter in a row, where the rate of volume change versus the prior year quarter improved. Amid these broader macroeconomic challenges and increased brand investments, we delivered solid margins and EPS, along with strong free cash flow during the second quarter. Adjusted gross profit decreased by 7.6% in the quarter as the positive impact from productivity initiatives was offset by cost of goods sold inflation, unfavorable operating leverage, lower organic net sales and increased trade investment. Adjusted operating profit decreased 9.3% and adjusted EBITDA decreased 7%, largely driven by the decrease in adjusted gross profit, partially offset by an increase in equity earnings, driven by continued strong operating performance in our Ardent Mills joint venture. We delivered Q2 adjusted net income of $341 million or $0.71 per diluted share. Slide 19 provides a breakdown of our net sales for Q2. The 3.4% decrease in organic net sales was primarily driven by the consumer dynamics just discussed. Further contributing to the decline was a 0.5% decline in price mix, which reflects an increase in strategic trade investments made during the period and an unfavorable mix impact from selling a higher percentage of lower sales dollar per unit items. This was partially offset by price increases taken on our tomato-based products, given the continued high inflation. We also saw a small benefit from foreign exchange, which is reflected in our net sales decline of 3.2%. Slide 20 outlines the top-line performance for each segment in Q2. While organic net sales were down in our domestic retail segments, we delivered sequential volume progress that benefited from the targeted strategic investments Sean discussed earlier. We also continued the strong momentum in our International and Foodservice segments, which delivered Q2 organic growth of 5.6% and 4.3%, respectively. Slide 21 shows our Q2 adjusted margin bridge. While our productivity initiatives remain on track, our margin was negatively affected by the continued impact of overhead absorption from our lower volumes. Cost of goods sold inflation was a headwind of 1.7% and price mix was a 0.6% headwind, which reflects the retailer investments made during the period. These factors, combined, drove the decline in adjusted gross margin for the quarter. Our adjusted operating margin benefited from small year-over-year favorability in A&P and SG&A. Slide 22 details our margin performance by segment for Q2. Adjusted operating margin in both our Grocery and Snacks and Refrigerated and Frozen segments decreased due to the margin drivers I just discussed, although inflation impacted the Grocery and Snacks segment at a higher-rate than Refrigerated and Frozen. We were pleased that our Foodservice adjusted operating margin expanded 193 basis points and our International segment's adjusted operating margin expanded 30 basis points, both driven by higher organic net sales and productivity, as both segments are showing consistent improvement. Foodservice also benefited from comparison to prior year Q2, which included supply chain disruptions. Our Q2 adjusted EPS performance of $0.71 was $0.10 below the prior year quarter, primarily from the decline in adjusted gross profit and pension income and higher interest expense. This was partially offset by slightly lower A&P and adjusted SG&A expense, along with increased equity method investment earnings driven by Ardent Mills. The A&P change was timing-related, as we expect to increase A&P spending in the second-half, and the decline in SG&A was primarily the reduction in incentive compensation versus the prior year. Slide 24 displays the significant progress we made in the quarter and first-half on free cash flow and our net leverage ratio. Over the first-half of fiscal '24, we delivered a $532 million improvement in free cash flow with a conversion rate of approximately 97%, the highest first-half conversion rate over the past five years. Our focus on managing inventory levels and improvement in accounts payable directly contributed to these strong results. In addition, we had strong cash distributions from Ardent Mills in the second quarter, reflecting the strong profit and cash flow performance of Ardent Mills the last few years. Our strong free cash flow has helped us deliver debt reduction during the period. At the end of Q2, our net leverage ratio was 3.55 times, reflecting debt repayment of more than $500 million over the last 12 months. Looking ahead to the remainder of fiscal '24, we expect to continue our debt reduction efforts as we prioritize our long-term leverage target of 3 times. We chose not to repurchase any shares in the quarter as we continue to prioritize paying down debt this fiscal year. We will continue to evaluate the best use of capital to optimize shareholder value as we progress through the fiscal year. As mentioned, we are updating our guidance for fiscal '24 to reflect our year-to-date results, expectations for the slower pace of volume recovery and the additional brand investments in the second-half. Slide 25 outlines our expectations for our three key metrics, including organic net sales to decrease between 1% and 2% compared to fiscal '23, with volumes continuing to improve through the back-half of the year. Adjusted operating margin of approximately 15.6% and adjusted EPS between $2.60 and $2.65. Turning to Slide 26. I'd like to take a minute to walk-through the considerations and assumptions behind our guidance. We expect net inflation to moderate through the remainder of the fiscal year, resulting in an inflation rate of approximately 3% for fiscal '24. Regarding pricing, there are a few dynamics currently at play. With our estimated 3% inflation rate, we are seeing areas that are still highly inflationary such as tomatoes and starches, which are up above the average, and areas that are deflationary such as edible oils and dairy, which are below the average. These dynamics have resulted in both inflation justified pricing actions and select pass-through price reductions included in our outlook. We expected - expect that these dynamics, combined with our increased second-half investments, will result in price mix being down versus prior year in the second-half. We now anticipate CapEx spend of approximately $450 million in fiscal '24, as we continue to make investments to support our growth and productivity priorities with a focus on capacity expansion and automation. As a result, we continue to expect to achieve gross productivity savings of approximately $300 million by the end of fiscal '24. We expect interest expense to approximate $440 million, primarily due to a higher weighted average interest rate on outstanding debt. While we do not expect to receive any benefit from pension income, we expect Ardent Mills to contribute approximately $170 million to our bottom-line due to its continued strong performance. Our full-year tax-rate estimate remains approximately 24%. As I discussed, we are prioritizing our debt reduction efforts and expect to further reduce our outstanding net debt in the second-half. Longer-term, we remain on track to reach our 3 times net leverage ratio target by the end of fiscal '26. That concludes our prepared remarks for today's call. Thank you for listening. I'll now pass it back to the operator to open the line for questions.
Operator:
We will now begin the question-and-answer session. [Operator Instructions] And our first question will come from Andrew Lazar of Barclays. Please go ahead.
Andrew Lazar:
Hi, good morning, everybody.
Sean Connolly:
Morning, Andrew.
Dave Marberger:
Morning.
Andrew Lazar:
Hi, Sean, I know that - I think, investor concern for the Group as a whole, right, has been sort of building that there would ultimately be a need for sort of greater price investment to deliver volume improvement, and that it could get to the point where it could start more negatively impact sort of margin profiles. So, I guess, my question is, how can we be comfortable that the investments being made are sort of ROI or value-enhancing rather than, let's say, money being spent to simply flatter volume at the expense of margins and sort of disrupt the broader competitive environment?
Sean Connolly:
Well, I think, Andrew, in terms of how we think about return on investment, let me be very clear around what we are and what we're not doing in support of our brands. Number one, as you heard in our prepared remarks, we've got a multifaceted investment plan that spans advertising, innovation support, merchandising support and more. Number two, we've got an ROI mindset in everything we do. This Company has worked very hard to expand our operating margins over the last nine years and we did not get there by being frivolous. Number three, with respect to merchandising, I've consistently pointed out that there was room to do more in a high-quality way, operative words high-quality, now that the supply chain is humming again, especially on key brands and around key merchandising windows. And as you know, Conagra's merchandising today is very different from a decade ago. Our overall merchandising levels are below peers and our depth of discount is extremely reasonable. It's been, over the last several years, more of a frequency strategy. The last point I'll make is that part of our ROI mindset is understanding where the consumer is in terms of their readiness to reengage with more typical purchase behaviors and it was important that we test that a bit in Q2. And as you heard in our remarks, we liked what we saw. So, I think, all of this adds up to a deliberate plan in the second-half to smartly invest to build momentum with consumers, set ourselves up for a nice fiscal '25 and be very responsible in terms of the types of activities we engage in, and, again, it's everything from merchandising to advertise. But that - I think that's kind of the response I give it to the - that question.
Andrew Lazar:
Thank you for that. And then, the assumption, I think, it was that consumer behavior by now - or the initial assumption anyway, was that consumer behavior by now would have started to improve, and as you talked about, it seems the timing of that has been pushed out a bit. I guess, what are you embedding in terms of consumer behavior into your sort of new guidance at this stage?
Sean Connolly:
Yes. Great question. Here's how to think about where we are big picture. Yes, the macro-environment has challenged volumes for the Group a bit longer than expected. And yes, we would all like to get back on growth algorithms ASAP. But in the simplest sense, before you can return to volume growth, you have to sunset the volume declines and get them into your base. And that's why we've been very focused on tracking volume trends. And as you saw in our deck, those trends have improved significantly, particularly, where we have invested to reengage lapsed consumers. In fact, Conagra's trend bend in Q2 has been one of the better ones in the Group. So, given the consumer response we saw in Q2, the associated increase in H2 investments and the easier comps we've got in H2, we fully expect that the volume declines will further sunset in the second-half. But to be clear, and to answer your question, we are not banking on a major improvement in the macro or are we signing-up for huge volumes. The goal at this juncture is to build momentum, move the volumes back toward growth as we approach fiscal '25, and make sure that we deliver along the way without signing-up for anything heroic. And I think that kind of best describes where we are.
Andrew Lazar:
Got it. Thanks so much.
Operator:
The next question comes from Peter Galbo of Bank of America. Please go ahead.
Peter Galbo:
Hi, guys, good morning. Thanks for taking the question.
Sean Connolly:
Morning, Pete.
Dave Marberger:
Morning.
Peter Galbo:
Dave, just in your commentary around kind of price mix, both on the quarter and into the back-half of the year, I think, you spoke a bit about not only the incremental investment, but also just some of the pass-through nature. Just is there any way to elaborate more dimensionalize, just how much of the price mix decline is really that pass-through component relative to maybe some of the incremental investments you're making at retailers?
Dave Marberger:
Yes. Let me try to give you some color, and kind of unwind the price mix. Let me start with Q2. So, our price mix for the quarter was minus 0.5%. There were several dynamics to that. So, if you start with our tailwinds. As I mentioned, we did take pricing. We thought we have high inflation in tomatoes. We took tomato pricing in our domestic retail and Foodservice business. We did have some other pricing in International. That was partially offset by some pass-through pricing we have basically in our oil-based businesses, which is our spreads business. So, when you net those together, pricing was actually a tailwind. So, it was positive in that price mix. The other component was investment in slotting. Slotting was pretty significant. This quarter, it was about 30 basis points year-on-year of investment to support our large slate of innovation, which we talked about in the prepared remarks. And other piece that was negative this quarter was mix. And this is simply selling a higher percentage of our lower sales dollar per unit item. So, for example, lower sales on a multi-serve meals like Bertolli relative to higher sales on the Banquet pot pie, that is just a negative sales mix. That's the timing thing, Peter. So, over the course of the year, that tends to work-out, but quarter-to-quarter it can flip a little positive or a little negative. So, that was negative in this quarter. And then, the remaining piece is the trade and merchandising investment. And that was less than the slotting investment for the second quarter. So, there is a lot in there that gets to that 0.5%. I did comment that in the second-half, we do expect price mix to be down. Those dynamics are pretty much the same. We would expect less negative impact from mix in the second-half and more increase in the, kind of, the trade and merchandising investment. So, the second-half price mix will be a little bit down a little bit more than we saw in Q2, but directionally in that in that area. So, that - hopefully, that gives you some color on price mix.
Peter Galbo:
Yes. No, that's very helpful. Thank you for that. And then, maybe just - secondly, like, on the leverage piece, guys, you have the bond that comes due in May. The leverage at least has kind of stabilized, but with the earnings coming down. Just how are you thinking about debt paydown on that $1 billion relative to refinance at this point as we kind of go-forward here?
Dave Marberger:
Sure. So, we're always looking at all of our options. Obviously, we have our commercial paper. We have a lot of liquidity. As you saw in the first-half, our free cash flow was very strong. Usually, this Company, we don't deliver really strong free cash flow in the first-half. Our conversion is usually very low with all the free cash flow coming in the second-half. Well, given our focus on working capital and Ardent Mills cash distributions, we had a very strong first-half, and we expect the second-half free cash flow to be very strong as well. So, it puts us in a nice position, where come May, when the bond is due, we're going to have strong free cash flow. We have access to our commercial paper and then, obviously, we're always looking at the capital markets to see if there's an opportunity to refinance. Rates seem to be coming down. We watch them very closely. So, we look at all the options and we figure out what's the best combination. Maybe, we use our free cash flow to paydown some of it and refinance the other part. But we'll look at all our options as we go-forward. But - I like where we are, given our strong free cash flow.
Peter Galbo:
Great. Thanks, guys.
Operator:
The next question comes from Robert Moskow of TD Cowen. Please go ahead.
Robert Moskow:
Hi, thanks for the question. I guess, it's a two-parter. One is, I think, the guidance at the start of the year for advertising was to grow it as a percentage of sales to be consistent with what it was last year. And so, I guess, the first part of the question is, now that you've cut your sales guide, does that mean that the advertising - it sounds like you're keeping advertising the same, so does that mean that it will be higher as a percentage of sales for the year, or do you have to cut the A&P commensurate with the sales growth?
Dave Marberger:
Yes, Rob. So, let me answer that a couple different ways. So, if you just look at the total year, our guide - our operating margin guide is approximately 15.6%, that's where we came in, in fiscal '23. And when you look at gross margin, you look at A&P and SG&A, we generally expect to be in-line with where we were prior year. So, to your question, if - we were 2.4% last year, if we come in again at 2.4% dollar-wise, that's a little bit lower than where we were, and we're still looking at that. There is opportunity to spend up if we want to. The way we look at it though is if you look at A&P first-half versus second-half, our A&P spending is going to be up around 20% in the second-half relative to the first-half. So, we're just looking at what's the run-rate on spend now and what is it going to be in the second-half to support the advertising that Sean talked about in our other kind of digital advertising that we've been doing. So, we feel good about the second-half and the trajectory of the A&P relative to the first-half.
Sean Connolly:
Rob, it's Sean. I'll just add a point on there. As we talk to our team about delivering this year, we said at the beginning of the year two things we're going to have to demonstrate as a team and those things are agility and resilience. And part of the agility piece, from the beginning of the year, has been really trying to understand the consumer readiness to resume more typical purchase behaviors after we saw some of the shifts emerge in the spring. And so, you may recall on last quarter's call, I mentioned that our assessment was that consumer wasn't quite ready to engage in that. So, we were fairly conservative in Q1 and Q2 in terms of deploying some of these dollars, because we wanted to kind of keep those funds for the back-half of the year where we had more confidence that the consumer was really going to be ready. And we - as we mentioned in our prepared remarks, we deliberately tried to assess that readiness in Q2. And we really - we're quite encouraged by what we saw. So, now that we've got - a lot of our powder is still dry for the back-half of the year, we've got some easier comps and we've got consumers that are demonstrating a real willingness to kind of reengage their more typical purchase behaviors with a little bit of a nudge from us across this multifaceted investment plan. We like where we sit in terms of the fullness of the support for the back-half of the year.
Robert Moskow:
Got it. Second part is, it sounds like you're very happy with the lifts you've seen in the promotional activity behind Frozen. Sean, can you speak more broadly about whether the food industry and retailers overall are happy with the lifts that they're seeing on a more broad-based basis? I think I hear kind of some dissatisfaction from certain big retailers about the lifts, and that the rollbacks haven't gotten the response that they fully expected. Is it possible to speak more broadly about what you're seeing?
Sean Connolly:
Yes. I'll give you a sense of it, Rob, because we've got a pretty - we've got a pretty large scope here at Conagra. And so, if you look at where we invest and where we want to get good lifts, we're super selective, right. We pick our spots. We're not out there spending money trying to drive lifts on Manwich or business like that. We're driving lifts, we're focusing our dollars on those categories where we know the consumer really wants to buy the category. But for other reasons, particularly, the objective of trying to stretch their budget, they've made a short-term sacrifice, and that's the way they describe it to us when we talk to them. They're depriving themselves, they're sacrificing particularly on convenience items. So, if you look at a product, like Frozen single-serve meals, where we saw such tremendous lift in Q2, what you've got going on here is some consumers who were really financially stretched were basically forced to give up on some of that buying rate. They didn't stop buying the category. They reduced their buying rate and they started doing things like scratch cooking rice and beans and ground beef. They do not want to do that. I can assure you. I have been in food for 30 years. That's the last thing they want to do, and they don't like to cook, they don't like to clean, they don't like any of that. They'd rather be buying our stuff. But when they've got to make some short-term trade-offs, especially, over the course of the summer when they were spending their money on things like travel, they'll do it short-term. But when you give consumers with that kind of a headset, a bit of a stimulus to reengage, they're super responsive to it. But, again, not every category is created equal. So, if it's a - if it's more of a staple category, where there's another alternative, where they were trading down to a store brand, maybe you're not going to get a lift. But that's not the kind of investments we're talking about. Those are not the kind of events or categories where we're focusing our energy.
Robert Moskow:
Makes sense. Thank you.
Operator:
The next question comes from Pamela Kaufman of Morgan Stanley. Please go ahead.
Pamela Kaufman:
Hi, good morning. Happy New Year.
Dave Marberger:
Morning.
Sean Connolly:
Hi, Pam.
Bayle Ellis:
Happy New Year, Pam.
Pamela Kaufman:
Can you give some more color on the drivers behind your reduced top-line guidance for the year? How much of it is a change in your expectation for volumes versus greater price investment? And then, just - you mentioned that in the second-half, you'll see price declines. Can you frame the magnitude of the declines relative to the second-quarter?
Sean Connolly:
Yes. Pam, it's Sean. Let me make just a quick comment upfront. I'll flip it over to Dave. The macro-environment that we talked about in Q1, I mentioned again today, it persisted into Q2. So, we've just seen fewer purchases in our first-half than we would have assumed at the beginning of the year. So, that's part of the call down the top-line. The second part of it is, I don't want to sign us up at this point for any kind of heroic volume recovery in the back-half of the year, because I think the mood of our investors is, let's be prudent, let's be up the middle of fairway, let's put some targets out there that are not making any grand assumptions that we can meet or beat. And that's kind of what's behind it, because we like the momentum we saw in the second-quarter. We have every intention of further driving that momentum in the second-half. And we have a high degree of confidence that we're going to get what we expect. And that - at this point, that's really what we're focused on, is fiscal '25 - setting up a really nice fiscal '25 and exiting this year with momentum. And the sales outlook that we've given for the balance of the last year, kind of, is right in that vein. Dave, over to you.
Dave Marberger:
Yes. So, Pam, if you just take the midpoint of our guide for the year on organic net sales, that implies a second-half organic net sales of minus 1%. And that's going to be a combination, based on the way we forecasted it and incorporating the comments - the important comment Sean just made, is a combination of price mix - slightly negative price-mix and slightly negative volume. The combination of those two to get to the minus 1% organic, that's H2. And that's improvement on total sales and volumes as we've seen Q1 to Q2, and then H2, we expect that improvement to continue, so that as - we continue to track towards growth by the time we get to the end of fiscal '24.
Pamela Kaufman:
Okay. Thanks. That's helpful. And then, just to clarify on the reduction in your operating margin guidance for the year. How much of that is a reflection of your expectations for lower gross margins versus increased operating expenses and more brand investment?
Dave Marberger:
Yes. So, if you look at the second-half, gross margins - if you look at where we landed the first-half in gross margins, we were at 27.2%, I think, is our first-half gross margin. Our second-half should be generally in-line with that, maybe a little bit below that. So, the second-half, where you're going to see the reduction in operating margin is coming from the higher investment in A&P as a percentage of sales and the timing of SG&A being higher in H2 than it was in H1. So, that's really the second-half reduction in operating margin. So, when the dust settles and you look at the full-year, we've guided to 15.6% operating margin, that will be in-line with fiscal '23. And if you look at kind of where we land with margin A&P and SG&A, we'll be pretty close to where we were prior year.
Pamela Kaufman:
Got it. Thank you. That's helpful. I'll pass it on.
Dave Marberger:
Thanks.
Operator:
The next question comes from Alexia Howard of Bernstein. Please go ahead.
Alexia Howard:
Can I ask about innovation, in terms of - I guess during the pandemic and also during the period of supply chain disruption, I imagine that the pace of innovation was dramatically reduced. How quickly is it recovering? Can you give us any numbers on how quickly the pace of innovation is likely to pick-up over the course of the next few quarters?
Sean Connolly:
Sure, Alexia. So, let me take us back to kind of the pandemic for a minute. When we guide - hit with the pandemic, we fully expected that we would hit the pause button on innovation even though we had the pipeline ready to launch. To our surprise, our customers asked us in a very convincing way not to do that. And so, we slowed innovation launches modestly during the pandemic, but only modestly. And in fact, if you look at the amount of innovation we continued to put into the marketplace through the pandemic, it was probably the highest or among the highest in our peer group. So, we really didn't pause the way we expected. When we kept - we kept the momentum there since then. Last year was a much bigger launch, it was one of our biggest launches yet, and we had tremendous performance in terms of productivity per TPD and overall TPDs. And this year is perhaps our biggest innovation slate yet. So, the - we'll share some metrics when we're at CAGNY. Just to give you, kind of, what we track historically, we track this thing called renewal rate, which is a percentage of our annual sales. It comes from items we've launched in the last three years. 10 years ago, we were probably at 8%. And then, over the last five years, we probably hit a high watermark of 15%. So, that's kind of the ballpark we like to be in, is that 13% to 15% depending upon what we've got coming into the marketplace. And, again, this year is our biggest launch year yet. And we've also, as Dave pointed out, backed that with customer investments and slotting investments, both in the front-half and, very materially, in the second-half of this year. And we'll do the full parade of innovation for you in a month or so at CAGNY, so you can see it. We hit some of the highlights today in our prepared remarks. I think the fun one is this Wendy's chili business, because we're always focused on Frozen and Snacks around here. And this thing has just emerged from zero to be a major player in that category. So, more to come on that in CAGNY. But net-net, it's a very significant year for us on an innovation front.
Alexia Howard:
Great. Thank you very much. I'll pass it on.
Sean Connolly:
Thank you.
Operator:
The next question comes from Nik Modi of RBC Capital Markets. Please go ahead.
Nik Modi:
Thank you. Good morning, everyone. So just two quick questions. Just - I don't think it's an impact, but all the drama going on in the Red Sea, I just want to make sure there's no issue with freight rates or some of the temporary specs that we're seeing that's the first question. And then the second question is just, Sean, I'd love your kind of observation of out-of-home versus in-home. It seems like it's a very mixed bag depending on what category or meal occasion we're talking about. But I just love your view because the thought is if the consumer is coming under more pressure, we should start seeing more in-home consumption, which should benefit you as the year kind of goes through. So I'd just love your thoughts on that.
Sean Connolly:
All right. So Nik, the first one is easy. The answer is no, no impact there. And on the second one, that is a very keen observation because I mentioned how our volume outlook for the back half of the year does not assume anything heroic. Part of not assuming anything heroic, we're not assuming that some of the away-from-home dollars begin to shift into at home, and you're 100% correct. If that happens, that's a tailwind for us and probably for the group. What's very interesting is how sticky some of this away-from-home spending has been even though we've seen a challenged consumer who is making trade-offs to stretch their household balance sheet. The one place that they've been fairly resilient is in their away-from-home spending. Should consumers stress increase from here. That is historically the first place that you would see an additional behavior shift is, you would see a reduction in away-from-home spend and you would see an equal and opposite response in home eating. That has not happened yet. But as we think about calendar year 2024, certainly, that is a potential positive if the environment remains stressed and the consumer decides they need to make further shifts.
Nik Modi:
And so just a follow-up on that. When you think about price gaps, right, with your strategic investments, is it really just kind of thinking about what goes on within the center of the store within the frozen unit or are you also thinking about kind of some of the price gaps between what you guys sell versus what maybe some low-end QSR would be priced at?
Sean Connolly:
The price gaps versus away-from-home tend to take care of themselves. When the consumer reaches a point and they say, look, my burrito and my coke to go have now gotten too expensive, they first make the switch to stop doing that. Second, they switch to buy in the grocery store. And third, hopefully, they're buying our products. But we do look at our categories and look at this volume malleability as if it is an open set, meaning it's not just what's on shelf and then what's to the left or right of it that's switching, but it could be other categories. So an example would be, I referenced in our prepared remarks today that we are going to be - one of the things we're going to be investing behind is advertising on our Birds Eye business. Well, that is in the marketplace right now. It is running, and it is directly comparative advertising to canned vegetables. And it is focused on delivering a superior relative value message because while it might be tempting to trade down to a canned vegetable in the current environment, the trade-off on quality is simply not worth that trade down, and you end up actually in a worse value proposition. So that's an example of where we're thinking about the competitive set more broadly than what's immediately to the left or right of our products in any given section, and we're thinking about where consumers might go elsewhere, and really getting after that in a very targeted hard-hitting way with a focus on quality and superior relative value.
Nik Modi:
Excellent, very helpful. Thank you.
Sean Connolly:
Thanks.
Operator:
The next question comes from Max Gumport of BNP Paribas. Please go ahead.
Max Gumport:
Hi. Thanks for the question. Turning back to gross margins, so a year ago, you were really the first packaged food company to begin to sunset the inflation super cycle and start to post sizable gross margin expansion. But with price mix turning negative now, partly due to the increased trade investment, it seems like productivity is now fighting against inflation, absorption and the negative price mix to hold up gross margin. Are these trends still in line with the mechanical nature of how these inflationary cycles typically have played out in the past? Or are there nuances starting to develop this time around? Thanks.
Sean Connolly:
Well, Max, I'll kick it off and then flip it to Dave. All the mechanical rep stuff should work the way it always does unless there is something new going on with the consumer. And what we saw right after Easter was that something new did start emerging with the consumer as they started making some of these behavior shifts. So that dynamic is not assumed in the typical mechanics of a wrap, right? So that's why - and by the way, as soon as that dynamic begins to either be embedded in the base or just improving the outright, then the mechanics of a typical wrap go right back to what they would always be. So that's why we've been focused on these volume trends because right through last quarter, when you looked at the group, you didn't see the bend when you looked across 15 weeks, 13 weeks, five weeks. Now, particularly for us, you've seen that bend. And that bend is getting pretty close to being kind of embedded in the base. And once it does, then you're set up to be back on algorithm, so to speak. Dave, do you want to add anything to that?
Dave Marberger:
Yes. So if you just look at the guidance and you kind of say, okay, where are we going to land? We guided to operating margin of 15.6%. In that is gross margin, and gross margin is going to come in pretty close to where it landed in fiscal 2023. So you look at that and you say, okay, we kept gross margin flat to prior year when we've wrapped on pricing, our sales are going to be down for the year based on our guidance, and we've had a pretty significant impact from negative absorption, right, because volumes were down all of last year and they're down first half of this year. So being in manufacturing when you start to get your volumes more stable and actually start inflecting them to be positive, that negative absorption headwind goes away. So the focus now is we keep gross margins flat this year, we're increasing our investment, which gets our total investment when we finish this year back to more normalized trade levels. So we're going to have a business where the margins are consistent with last year, our investments back to where it was, and we have a lot of negative absorption that's in our base. So in fiscal 2025, we can get back to growth. We have some opportunities to leverage our cost base. We have an investment base that's where it should be, and it sets us up well for fiscal 2025. So there's a lot of things bouncing around, but when you copter up and you just look at where we're going to finish the year, that's how I think about it.
Max Gumport:
Great. And then turning to the investments, it's good to hear about the favorable response you saw in the second quarter and what that means for your increased investment in the second half. I'm just curious, are you expecting that investment to help category volumes or if other companies are seeing the same response that you're seeing, are we really just talking about a share fight and doesn't really improve category volumes. Thanks. I'll leave it there.
Dave Marberger:
Yes I - really interesting question. Basically, what we're saying is that, yes, the consumer is still deploying some value-seeking tactics to stretch their balance sheet, and that has had some impact on how they prioritized categories. And not every category is equal there, Max, in terms of what we've seen in the category. So we've seen tactics like this from consumers before, and they tend to serve their purpose over a short horizon and then they tend to disappear. But interestingly, even in some of the categories that remain softer than usual, we are seeing volume malleability via investments that drive share. But over time, frankly, we will take what the field gives us in the moment, whether that's improved volumes through share gains or improved volumes through improving category momentum. I think we're going to see both going forward.
Max Gumport:
Great. Thanks very much.
Operator:
The next question comes from Chris Carey of Wells Fargo. Please go ahead.
Chris Carey:
Hi, good morning.
Sean Connolly:
Hi, good morning.
Chris Carey:
So clearly, investment and promotions are topics that have been well discussed on this call rightly so. I think for me, the question on that is just - and you've given a lot of great detail. The question is really the step-up in investment that you expect in the back half of the year, which sounds quite strong. Are you seeing the lift in your volumes so far this quarter to give you the confidence on sequentially improving volumes into fiscal Q3 and to get into fiscal Q4 or is it more kind of conceptual? You've seen the uplift that these investments have had on certain of your businesses, which is giving you confidence in the back half. So more - are you seeing it versus the confidence piece if that makes sense?
Sean Connolly:
Yes. Let me try to kind of re-hit what we touched on our prepared remarks for us, I'm not going to comment on Q3. We're in Q3, so we'll stick with Q2. We saw clear evidence in Q2 that where we deployed investment to kind of help the consumer with this process of kind of reengaging in the more typical purchase behaviors, we got the response we were looking for. And because that was real empirical evidence that, of course, inspired confidence that if we do more of that in the second half of the year, we will get a similar type of response. But from a planning posture standpoint, we are not banking on major improvement in the macro consumer environment or signing up for a huge consumer response. So one might interpret that as we've got the investment in there, but what we're banking on in return is conservative. Look, in this current environment, that's probably not a bad posture to be in because this volume recovery has been more elongated than people expect. But I think that's that is a fair characterization of kind of what we're looking at.
Chris Carey:
Okay. All right. Perfect. And one just quick follow-up. You mentioned, I believe, earlier in the call that incentive comp was a favorable SG&A item for fiscal Q2. Is there any way to dimensionalize that for the full year with the lower guidance for the year? That's it for me. Thanks.
Dave Marberger:
Yes. We - really almost all of the delta and SG&A in the quarter was driven from incentive comp. So that really drove the delta in the quarter. We do expect SG&A as a percentage of net sales to be higher in the second half. So it will get our SG&A as a percentage of net sales, close to where it was a year ago. So, there's some timing elements to this, especially with incentive comp, because it can it really can be a timing item relative to where you were in the prior year in your forecast. But as it relates to Q2, it drove all the variance in SG&A.
Chris Carey:
And just to clarify, that SG&A is higher in the back half, excluding advertising spending or with…
Dave Marberger:
Yes, that's excluding adjusted SG&A, which we exclude A&P.
Chris Carey:
Great. Okay. Thanks, so much.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to the company for any closing remarks.
Melissa Napier:
So it's Melissa Napier. We thank you again for joining us this morning for the call, and we're looking forward to seeing everyone at CAGNY next month.
Operator:
The conference has now concluded. Thank you for attending today's presentation and you may now disconnect.
Operator:
Good morning, and welcome to the Conagra Brands’ First Quarter Fiscal Year 2024 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note, today's event is being recorded. I would now like to turn the conference over to Melissa Napier, Senior Vice President, Investor Relations. Please go ahead.
Melissa Napier:
Good morning, and thanks for joining us for the Conagra Brands first quarter fiscal 2024 earnings call. Sean Connolly, our CEO, and Dave Marberger, our CFO, will first discuss our business performance, and then we'll open up the call for Q&A. On today's call, we will be making some forward-looking statements. And while we are making these statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of our risk factors are included in the documents we filed with the SEC. We will also be discussing some non-GAAP financial measures. These non-GAAP and adjusted numbers refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in the earnings press release and the slides that we'll be reviewing on today's call, both of which can be found in the investor relations section of our website. I'll now turn the call over to Sean.
Sean Connolly:
Thanks, Melissa. Good morning, everyone, and thank you for joining our first quarter fiscal ‘24 earnings call. Let's start with what we want you to take away from our presentation shown here on Slide 5. At an industry-wide level, macro dynamics have clearly impacted consumer behavior across the board. I will cover this in more detail shortly, but ultimately, this behavior shift has elongated the volume recovery period across the industry, which is reflected in our Q1 top-line results. As we've navigated these macro dynamics, I'm proud of the team for delivering another quarter of strong margin improvement and EPS growth. We also continue to strengthen our balance sheet, improving our leverage ratio during the quarter while investing in our business and returning cash to shareholders. Our team's execution supported a strong supply chain recovery during the quarter, hitting pre-pandemic service levels as we exited Q1. Looking toward the remainder of the year, we will work to drive volumes and top-line growth through targeted and disciplined investments behind prudent merchandising and continued support for our strong innovation. Finally, we are reaffirming our guidance for fiscal ‘24, reflecting confidence in our plans, people, and agility as we navigate a shifting consumer environment. As I mentioned a moment ago, the timetable for volume recovery has been elongated across the industry due to near-term consumer behavior changes. After three years of unprecedented inflation, along with other macro dynamics, consumers have felt increased financial pressure and used a variety of strategies to stretch their balance sheets. This resulted in a near-term reprioritization of their typical purchase behaviors in order to make their budgets work. We've seen shifts like this before and expect these near-term changes in behavior to also be temporary. In fact, recent trends suggest this is already underway. Let me provide a bit more color on the kinds of behavioral shifts we've observed. As you've seen for some time now, with the notable exception of summer travel, discretionary purchases have been down almost across the board. Consumers have also been actively reducing remnant household inventory from the pandemic. Within food, convenience-oriented items, typically a top consumer priority, have lagged as shoppers have turned to more hands-on food prep to get additional bang for their buck. And as they've done this, not surprisingly, they have shifted from meals per one to meals per many, even if not everyone is home at the same time to eat together. And the last shift I will mention is a reduction in wasted food and an increase in the use of leftovers. Collectively, these short-term behavior shifts act as a sort of cheat code to help these consumers spend within their means. Slide 8 demonstrates the elongated volume recovery across the industry. As you can see, through the four-week period ending August 26, the entire peer group was showing volume performance within a very tight band with Conagra in the middle of the pack. As I mentioned a minute ago, more recent trends are showing the first signs of improved performance. With that backdrop, let's dive into our results shown on Slide 9. As you can see, in the quarter, we delivered organic net sales of approximately $2.9 billion, which is down slightly compared to last year as a result of the slower volume recovery we discussed. Adjusted gross margin of 27.6% was up 272 basis points from last year. Adjusted operating margin of 16.7% was up 297 basis points compared to last year. And adjusted earnings per share of $0.66 increased almost 16% versus last year. Diving further into our top-line performance by retail domain, you can see on Slide 10 that sales in our staples domain were flat compared to the prior year. As consumers shift toward more stretchable meals, our staples categories, such as canned chili and canned tomato are well positioned and have gained unit share compared to last year. Despite the macro headwinds, our snacks domain has continued to grow as shown on Slide 11. We're building unit share as consumers continue to respond positively to our microwave popcorn and ready to eat pudding and gel brands. Looking at Slide 12, you can see that our frozen domain has been the most significantly impacted by recent shifts in consumer behavior, particularly in areas like single-serve meals, given the headwinds we discussed a moment ago. As we look at the frozen domain, it's worth noting a few key points. First, despite the recent impact on volume, we continue to gain unit share in important frozen categories like single-serve meals. This dynamic demonstrates the relative strength and strong position of our brands. Second, the year-over-year performance figures do not properly represent the broader trend within frozen food. In fact, if you look over a four-year period, Conagra's frozen retail sales have increased 22%. Frozen meals has been one of the fastest growing categories in in-home consumption over the past 40 years. Its 4% CAGR is in the top tier of foods growing in at-home consumption. This expansion has been fueled by the long-term sustained consumer demand for convenience as well as the addition of innovation and quality ingredients. This 40-year trend demonstrates the critical role that frozen plays in providing convenient, high-quality foods for every occasion which consumers have come to increasingly rely on. This is central to why we believe the current softness is temporary. Turning to Slide 14, I'm pleased to share that we continue to advance our supply chain initiatives during the quarter, allowing us to return our service performance back to pre-pandemic levels. Our productivity initiatives remain on track, and we plan to maintain and capitalize on this strong recovery during the rest of fiscal ‘24. As a key piece of our action plan for the remainder of the year as outlined on Slide 15, in addition to our ongoing supply chain execution, we will continue to focus on executing our Conagra Way playbook as we make targeted and disciplined investments behind our brands. Help protect share and drive the top line, while focused on investing behind quality, high ROI merchandising and A&P to support our brand. We'll also continue to prioritize reducing our debt and improving our net leverage ratio. We are reaffirming our fiscal ‘24 guidance that we shared last quarter, including organic net sales growth of approximately 1% compared to fiscal ‘23, adjusted operating margin of 16% to 16.5%, and adjusted EPS between $2.70 to $2.75. Overall, we remain confident in our plans, people, and agility as we continue to navigate this shifting consumer environment. With that, I'll pass the call over to Dave to cover the financials in more detail.
Dave Marberger:
Thanks, Sean, and good morning, everyone. Slide 18 highlights our results from the quarter. Overall, we are pleased with our profit and cash flow delivery and remain confident in our ability to achieve our full year guidance targets. In Q1, net sales were $2.9 billion, reflecting a 0.3% decrease in organic net sales, driven primarily from the elongated recovery of volumes due to the industry-wide slowdown in consumption that Sean discussed earlier. Gross margin recovery was a key priority for us in fiscal '23, and we delivered another strong result in Q1. Adjusted gross profit increased by 10.9% in the quarter, primarily from the pricing implemented in the prior year and strong productivity, which more than offset the negative impacts of cost of goods sold inflation and unfavorable operating leverage. Adjusted gross margin increased 272 basis points, and adjusted EBITDA increased 12.1%, largely driven by the increase in adjusted gross profit. Slide 19 provides a breakdown of our net sales. The 0.3% decrease in organic net sales was driven by a 6.6% decrease in volume which was partially offset by a 6.3% improvement in price mix, a result of fiscal '23's inflation-driven pricing actions. A small benefit from the impact of foreign exchange contributed to reported net sales coming in flat for the quarter. Slide 20 shows the top line performance for each segment in Q1. Our Grocery & Snacks segment achieved net sales growth of 1.2% in the quarter. We gained dollar share in snacking categories, including seeds and microwave popcorn, as well as in staples categories, including chili and canned meat. As Sean discussed earlier, our Refrigerated & Frozen segment was the most impacted by recent consumer behavior shifts, with net sales down 4.6% in the quarter. Our International and Foodservice segments combined are slightly below 20% of our net sales. Both are important to Conagra and contributed meaningfully to growth this quarter. Our International segment delivered year-over-year volume growth in addition to improved price mix, which helped support strong organic net sales growth of 8.2% during the quarter. Our two largest international regions, Mexico and Canada, delivered double-digit organic net sales growth over prior year. We also saw low single-digit volume growth in Mexico, which contributed to the segment's overall positive volumes. For the remainder of the year, we expect volume growth to continue in International. Our Foodservice segment delivered 5.2% net sales growth in Q1 from strong price mix, and we expect to see positive net sales growth in Foodservice for the fiscal year. Foodservice also delivered a strong gross margin in Q1 versus a year ago due to the reduction of supply chain disruption costs incurred in the prior year. This benefit is not expected to extend beyond Q1. Our Foodservice segment supplies a diverse set of clients beyond restaurants, including healthcare, travel and leisure, and educational institutions, and we are well positioned to compete in these markets. Slide 21 highlights our adjusted operating margin bridge. We are pleased to have delivered a fourth consecutive quarter of strong gross margin improvement, up 272 basis points in Q1. We drove a 4 percentage point improvement from price mix during the quarter. We also realized a 1.8 percentage point benefit from continued progress on our supply chain productivity initiatives, along with the wrap of some supply chain disruptions in the prior year. These price and productivity benefits were slightly offset by cost of goods sold inflation, a margin headwind of [3.1%] (ph). Those factors, combined with small year-over-year favorability in A&P and SG&A, drove the 297 basis point improvement in operating margin for the quarter. Slide 22 details our margin performance by segment for Q1. Overall, continued progress on our productivity initiatives and positive price mix contributed to an increase in adjusted operating profit and adjusted operating margin across all four operating segments. It is worth noting that our Refrigerated & Frozen segment continued its very strong operating profit and margin recovery in the quarter with adjusted operating margin improving 294 basis points versus a year ago. Our Q1 adjusted EPS increased to $0.66, representing a 15.8% increase over the prior year. Higher adjusted gross profit and slightly lower A&P and adjusted SG&A were the positive contributors to our adjusted EPS performance in the quarter. These positives were partially offset by lower pension and post-retirement non-service income, decreased equity method investment earnings and higher interest expense. Slide 24 includes our key balance sheet and cash flow metrics. At the end of the quarter, our net leverage ratio was 3.55 times, down from the end of fiscal '23. We will continue to prioritize reducing our debt and lowering our net leverage ratio in fiscal '24. Net cash flow from operations increased $180 million in the quarter, primarily driven by reduced investment in inventory versus the prior year. While CapEx investment increased by approximately $20 million, Q1 free cash flow more than doubled from a year ago, coming in at $300 million. This strong free cash flow enabled us to pay down approximately $130 million of net short-term debt while also funding $157 million for the Q1 dividend, highlighting our focus on balanced capital allocation. We did not repurchase any shares in the quarter as we continue to prioritize paying down debt. As mentioned, we are reaffirming our guidance for fiscal '24, given the strong Q1 profit and margin performance and the confidence in our investment plans year-to-go as we continue to navigate a shifting consumer environment. Slide 25 outlines our current fiscal '24 expectations for our three key metrics, including, organic net sales growth of approximately 1% over fiscal '23, adjusted operating margin between 16% to 16.5% and adjusted EPS between $2.70 and $2.75. Let's take a closer look at how we expect to achieve that guidance during Q2 and the back half of fiscal '24 shown on Slide 26. During Q2, we expect to continue seeing low single digit organic net sales decline, but volume decline should improve versus Q1 as we wrap inflation-driven pricing actions from fiscal '23. As Sean mentioned, we will redeploy some of our strong gross profit into strategic investments behind quality, high ROI merchandising and increased A&P to support our brands. We also expect operating margins to be down from Q1 with adjusted EPS approximately flat to Q1. In the back half of the year, we expect volume trends to return to year-over-year growth, which will help drive low single digit organic net sales growth. We expect our trade and A&P investments to be higher than the first half, with margins flat to Q2 and second half fiscal '24 adjusted EPS approximately flat to the same period in fiscal '23. That concludes our prepared remarks for today's call. Thank you for listening. I'll now pass it back to the operator to open the line for questions.
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions] And today's first question comes from Andrew Lazar with Barclays. Please go ahead.
Andrew Lazar:
Great. Thanks so much. Sean, I realize, as you talked about a lot of near-term sort of macro dynamics impacting sort of the industry volume recovery right now. And it's logical that ramping up the marketing investment in the second half now that service levels have returned to normal should logically start to improve volume trends sequentially. And I assume you forecast as best you can. But I guess my question is, do you think you've given yourself enough latitude to sort of do what's needed while also being able to reiterate the full year guidance on both the top line, which assumes a healthy positive inflection in the second half and on EPS, given the year is now more back-end weighted there as well?
Sean Connolly:
Good morning, Andrew. Yes, I believe the answer is yes, we have. Like others, we're essentially now putting our emphasis on the back half where we expect to have the most impact. If you copter up and look at the back half between more favorable comps, increased investment, a very strong innovation slate and a move back toward a more typical consumer behavior, we do expect meaningful top line progress in H2. And with productivity strong and excellent margin progress over the past several quarters and a good start to the year at EPS, we feel good about the profit call for the year even with that added investment. I probably also will give a nod to our Foodservice and International teams for the excellent job they're doing, working their plans.
Andrew Lazar:
And then I guess on the targeted and sort of disciplined spend. I assume much of this goes to the frozen arena. I guess, what form will this take like more specifically? And I guess, how do you ensure it will be disciplined? And I guess what are you seeing competitively?
Sean Connolly:
Great question. As you point out with our supply chain now, clicking on all cylinders, we're once again in a position where we can selectively add promotional activity to drive sales. As I've said before, selectively means highly incremental, high ROI events at critical calendar windows like the holidays as an example. So frozen is certainly in the mix, but so are other categories. Just to give you some perspective, and I'll give you more on this in just a minute so you have the detail. In Q1, only 21% of our sales were on promotion, which was below the peer group and also below the pre-pandemic baseline. So if you look at Q1, the last couple of years, not this year, but the last couple of years, Conagra was around 18% of our volume was on promo and the pre-pandemic baseline, the number was 24%. So this year, in Q1, we were at 21%. So we're still below the baseline, and we've got some room to pick our spots and invest smartly to engage further with consumers. But let me be clear, we are not talking about deep discount, low ROI promotional activity like you might remember from Conagra 10, 15 years ago. That is not part of our playbook.
Andrew Lazar:
Great. Thanks so much.
Operator:
Thank you. And our next question today comes from Ken Goldman at JPMorgan. Please go ahead.
Ken Goldman:
Hi, thank you. Sean, to Andrew's question right there, one of the drivers you mentioned for the second half was, I think, maybe a little bit of a directional return to more typical consumer behavior. I just wanted to know if we could hear a little bit more about which elements of this behavior maybe you expect to improve, what will drive it? Or in the comment more just -- look, we have more -- we have less pricing, we have more trade, we have more A&P, more new products. So that altogether will help our business. I just wanted to get a little bit more color there, if I could.
Sean Connolly:
Yeah. Ken, it's a mix of all the above. The comps are clearly much more favorable. We're clearly going to have some stronger merch investment in the back half. And we've got A&P focused on our largest brands with good margins. So those are all well positioned to have an impact. But I think the key here is this consumer behavior shift. And I do think when you see all the competitors in such a tight bandwidth, which is frankly a tighter bandwidth than I'm even accustomed to seeing, you know it's a macro dynamic. And the way to think about what we saw in the first quarter with respect to the behavior over the summer was, it was this paradoxical combination of selective splurging and broad-based belt tightening. So as an example, consumers may have simply said, I'm taking that summer trip and it's not up for debate. And then at the same time, said, I'm going to change some things up to create an offset. And so in our line of work, it's what we call compensating behavior. But one of the other things we know about consumer habits and practices is that they are very hard to change long term. So these shifts tend to be temporary tactics that people use to get through a period of time when they've committed more of their cash to something else. And I think the summer travel example is illustrative of what I'm talking about there. And so this is a bit of a different animal than what we would call normal elasticity effects because normal elasticity effects are really brand level elasticity effects that are consumer judgments about the value of a particular brand versus another close-in alternative following a price increase. These macro behavior shifts are a bit of a different animal. Here, the consumer is not passing judgment on the value of a specific brand following a price increase, rather, they're temporarily reranking how they prioritize entire categories in order to live within their means for a period of time. So why does it matter to understand the difference between this versus normal elasticity? Well, in our experience, it's because behavioral shifts at a category level tend to be shorter in duration. And it's -- a simple way to think about it is consumers are creatures of habit. So it's very difficult for them to deprioritize things like convenience benefit. So this is one of the key reasons we expect these shifts to be temporary. They have been in the past, and that's what we expect again. And it's also why we're really loading up our resources in the back half where we think the market conditions will be much more favorable to driving the kind of impact we're seeking.
Ken Goldman:
Thanks, Sean. I’ll pass it on.
Operator:
Thank you. And our next question today comes from Pamela Kaufman with Morgan Stanley. Please go ahead.
Pamela Kaufman:
Hi, good morning. You talked about your plans to step up A&P and trade spend over the rest of the year. Just wanted to get a sense for -- if this was kind of consistent -- the amount was consistent with your initial expectations heading into the year? Or if you're now planning for greater reinvestment compared to your initial plans given volume trends?
Sean Connolly:
It's higher, Pam. It's obviously -- the consumer dynamic in the first quarter was tougher than we planned for. We do think the conditions -- the macro conditions will be more favorable in the back half and we're in a fortunate position where we got off to a strong start in the year on profitability. So we've got some room to invest back. So we're talking about a higher investment posture on Merch, in particular, in the back half of the year as now we've got the supply chain working.
Pamela Kaufman:
Okay. Thanks. That's helpful. And then I guess, do you feel like there are areas in the portfolio where you've taken too much pricing and do you envision a scenario where pricing growth turns negative?
Sean Connolly:
Yeah. I don't really see that, Pam. The volume impact we are seeing, and frankly, the peers in the space are really not a function of individual brand level prices and a consumer judgment that it's much more of this macro thing where they're reprioritizing entire categories and consumer domains in order to stretch their budget short term. There are -- there was very little interaction in our portfolio with private label. There are some categories in our portfolio, albeit very few, that are more pass-through in nature and are more prone to a rollback in price if the key ingredient cost deflates. So products like Reddi Wip, where you've got basically dairy in there, products like our sausage business or our hotdog business where it's pretty much a particular meat block that's in there, those products -- kinds of products tend to move with the commodity. But for most of our portfolio, a, we haven't seen that kind of singular judgment around the value of the product being too expensive, and we just haven't seen any cost basis for rolling back price in terms of deflation. We're still net-net in an inflationary position.
Pamela Kaufman:
Thank you. That’s helpful.
Operator:
And our next question today comes from David Palmer at Evercore. Please go ahead.
David Palmer:
Thank you. It looks like you're assuming 2% to 3% organic sales growth in the second half as implied by the guidance. I guess what gives you the most confidence that you can get there? What are the key improvement areas that we would see? I would imagine frozen entrees would be one, but perhaps you can give a sense of where we should be expecting the most energy and improvement going into the second half?
Sean Connolly:
Sure, Dave. Let me hit that. we're going to focus, as we always do, on our frozen and snacks businesses because those are the centerpiece of our strategy. But we also do have businesses within our portfolio now that are typically reliable contributors that are working really well in terms of meal creation, simple meals and things like that in our staples business, which tends to be a good mix. But I think between an improving consumer environment, more aggressive but smart and selective merchandising environment, a really good innovation slate and then A&P on some of our biggest businesses, not to mention, we've got very favorable comps on some of our big businesses in the back half of the year. I think all of that gives us a line of sight to delivering the kind of numbers that you just quoted. Dave, do you want to add anything to that?
Dave Marberger:
Yeah. Just a little more color on the disruptions in the prior year, which were mostly second half last year, Dave. We had a fire at our Jackson plant, which significantly impacted our frozen fish business. Obviously, Lent is the big time for that. So we'll be in a much better position this year on that. We had canning issues in our beans and chili business second half last year. And then as you remember, we had the can meat recall, which impacted Q3 and Q4. So more specifically, we should see strong improvement on those categories.
Sean Connolly:
And one other point I'll make, too, Dave, because you brought up our frozen business. It's not an inconsequential point that one slide in our prepared remarks today that showed the 40-year trend on frozen. It is literally not counting commodity category like frozen fruit, it is in the top two, I think, of packaged goods in terms of long-term growth in the category, and it's been particularly strong in the last six or seven years as we've driven innovation. So we remain incredibly bullish on our frozen business. And by the way, our unit share in frozen has grown consistently over the last seven or so years. And that included Q1. I saw it, David, you pointed this morning and thought we were losing share in our frozen meals business. That is actually not the case. Even with the consumer environment the way it is right now, consumers making some of these trade-offs, we grew our unit share in our frozen meals business once again. And that is with some additional promotional activity from a larger competitor in the space during Q1. But frankly, that had no impact on us on a national basis. It impacted a different competitor in the space that happens to be a value-oriented play, but had no impact on Conagra where we again gained unit share in our frozen meals business.
David Palmer:
Thanks for that and we're certainly seeing that promotional activity. And I'll pass it on. Thanks.
Sean Connolly:
Thanks, David.
Operator:
Thank you. And our next question today comes from Max Gumport with BNP Paribas. Please go ahead.
Max Gumport:
Hey, thanks for the question. Just wanted to come back to the commentary around the improved outlook for the second half, the low single-digit organic sales growth. I hear what you're saying, but a lot of the factors that you've called out feels like they would have been knowable a couple of months ago in terms of the easier comps and the innovation and the advertising and lapping the supply chain disruption. So I'm just curious what's changed over the last couple of months that's given you this increased confidence in the second half because before it sounded like we were going to see organic sales would be strongest in the first quarter and then work its way down. Thanks.
Sean Connolly:
Sometimes when you run in businesses like this and you're servicing consumers, you take what the field gives you. And I think what we're saying is in Q1, the consumer environment is -- was more challenged. People were trying to create these offsets to cover expenditures that they were determined to make over the course of the summer. And we do believe that the consumer environment is going to be more favorable. There will be a bit of pent-up demand here for some of the things that people have traded out of as they've created these kind of short-term hacks to make their household balance sheet work. And having the supply chain in the position it's in and getting off to a strong start on profit and having the ability to invest more, we think these are high ROI investments that are going to enable us to have the kind of consumer engagement impact that we want to have, but also be profitable by the way we want to be at the same time, and that's kind of our outlook.
Dave Marberger:
Yeah. And just -- and our International and Foodservice businesses are off to a really strong start and they're really tracking ahead.
Max Gumport:
Got it. And then one on gross margin, if I can. So you talked about how you expect a step-down in gross margin from the first quarter to the second quarter and then to remain at a similar level in the second half. And so I'm getting that might imply a gross margin of around 27% for the year or roughly in line with last year. A few months ago, it sounded like you were expecting some improvement in fiscal '24, given price mix and productivity, the lapping of supply chain disruptions, all outweighing negative overhead absorption and business investment. I didn't see an updated inflation number today, but assuming it stayed at around 3% for the year, I'm just curious what's changed? I'm assuming it's maybe a bit more business investment that has moved up. I'm just curious for any color there. Thanks. I’ll leave it there.
Dave Marberger:
Yeah. So yes, we're holding our inflation assumption at 3% at this point. We've had some categories, some items where there is more inflation than we expected, but we have some that have gone the other way. So we're still holding to the 3%. That's important that, that remain that way for us to hit the margin guidance that we gave. We were impacted in Q1. We were really pleased with our productivity in the first quarter. Embedded in the productivity numbers are actual headwinds from absorption. So the second half with volumes, us being confident that our volumes will be up, we'll have a benefit in absorption. So the incremental investment can drive incremental volume and help with absorption offsets, which benefits margin. But I would just remind you, we gave a range for margin for a reason because of that. We're not going to get precise with an absolute gross margin number. You're directionally correct, but that's why we gave a range on operating margin for our guide.
Max Gumport:
Got it. Thanks very much.
Operator:
Thank you. Our next question today comes from Robert Moskow with TD Cowen. Please go ahead.
Robert Moskow:
Hi, thanks for the question. Sean, I think you said in your script that in the Nielsen tracking data, you had started to see signs of some sequential improvement. I didn't quite see it in the slide, and I haven't seen it in our data yet. So I was wondering if you could give a little more color on that.
Sean Connolly:
Sure. Happy to do that, Rob. If you look at the slide we shared today, notably, it's units, it's not dollars. And that's the metric that we are looking at, is units, not dollars because to us, that is going to be the marker of when we start to see this change. Frankly, if you look at the slide that I shared today, it's got 52 weeks, 13 weeks, four weeks. What the competitive set would expect to have seen is that as you move from 52 weeks to 13 weeks to four weeks, you see improvement in trend. And as you could see on that slide, it was fairly flat. So what we're looking for is bend in the trend in unit movement as a proxy for this consumer behavior shift beginning to move. So if you look at the more recent period, which is -- it just came out, I think, this week, which is the four-week period following what we shared today, you see the first noteworthy change in unit movement for Conagra and there may have been one or two other competitors that saw some movement there as well. That's important because that's the kind of movement that we thought we would see across the industry back at our Memorial Day or so, and it didn't materialize. And we've got our first data point now that's showing it's going in the right direction. That's the metric we need to move. If units move the way that we expect them to move, everything else will take care of itself at dollars. And so that's why we're focused on that.
Robert Moskow:
Okay. And a quick follow-up for Dave. You mentioned a lot of little supply chain issues that affected last year, Dave, like the frozen fish issue and then the beans and the Chili. Is there any way to add it all up and help us understand like what kind of easy comp this provides either on sales, profits in the back half?
Dave Marberger:
Rob, I would just go back to what we said last year. We didn't quantify everything exactly, so I wouldn't want to give you a number here. But if you go back and look at what we communicated last year second half, I think you'll get a pretty good feel for the magnitude, generally speaking. But we didn't give a precise number on that.
Robert Moskow:
Okay. All right, thanks.
Sean Connolly:
Thanks.
Operator:
Thank you. And our next question comes from Nik Modi with RBC. Please go ahead.
Nik Modi:
Yeah, thank you. Good morning. Sean, it's clear your brands within frozen are doing well, and you see that in the share gains. But I'm just curious if you have made any observations regarding the perimeter, right, some of the things that we're seeing through our channel work is deflation happening in the perimeter is putting pressure on frozen the category. So when you think about the competitive landscape, are you kind of factoring that in? And do you think that could put more pressure on potential pricing and promotional spend over the next several quarters?
Sean Connolly:
Nik, can you say more about the specific things in the perimeter that you're seeing that are growing? Anything might be impacting Frozen?
Nik Modi:
Yeah, just fresh vegetables, fruits, primarily, right, the gaps between frozen and some of the fresh areas of the store.
Sean Connolly:
Well, I'm not sure we're having a lot of interaction there. Even our Birds Eye business is kind of behaving similarly with the balance of our frozen business. But what you're seeing in frozen [Technical Difficulty] most of the frozen items we sell are frozen convenience items. And what you've seen over the last quarter are more of this consumer pivot to what we'll call meals for many instead of meals for one. It's more of a speed scratch type of thing where you can stretch your buck and feed more mouths, but that's a laborious effort, and it's also not exactly the food that people are habitually accustomed to eating. So when I look back over the last 50, 60 years and you look at consumer trends, by far, the most unshakable trend in the consumer packaged goods space is the trend toward convenience. And so we know, and you saw it in the long-term frozen data that I put up, that consumers don't have the time to make stuff from scratch. They don't have the culinary skills and they don't want the waste associated with it. Does that mean they won't do it from time to time and buy a bag of rice and a can of beans and some ground beef? No, they will do that. Those are the kind of the short-term cheat codes that I referenced. But they tend not to be very lasting behaviors because, as I pointed out, consumer habits and practices are highly entrenched. So really, we're focused on that. We know that this is a short-term dynamic, and we expect it to change. And we certainly, within frozen, have the brands that drive the growth and drive the share with the innovation we've delivered. I think our categories over the last five years have accounted for about 70% of the growth in all of frozen, and we expect that kind of highly competitive performance to continue.
Nik Modi:
Great. And then maybe one for Dave real quick. Just wage inflation, obviously, has been a big issue as it relates to conversion costs in terms of finished goods that you may buy and you have all these union negotiations going on in other industries. And I'm just curious, like, what are you seeing right now in terms of conversion costs kind of coming upstream in terms of how your cost of goods is shaping up?
Dave Marberger:
Yeah. Our inflation assumption for 3%, we had assumptions on conversion costs, which kind of in that mid to upper single-digit area. So that hasn't changed. We're very -- we spend a lot of time on our compensation benefits working hard to be competitive as part of our overall strategy for all of our employees. So we feel like we've captured it in our estimates for inflation.
Nik Modi:
Excellent. I’ll pass it on. Thank you.
Operator:
And our next question today comes from Jason English with Goldman Sachs. Please go ahead.
Jason English:
Hi, good morning folks. Thanks for slotting me in. And congrats on the momentum in International and Foodservice. Great to see. Sean, a lot of questions, obviously, today on your back half guidance, and I'm sure it's not lost on you, there's clearly some skepticism on your ability to get to the volume growth you're promising in the back half. If that doesn't come to fruition, what, if any offsets, are in your P&L to allow you to get to the bottom-line guidance?
Sean Connolly:
Well, look, it is -- [a quarter] (ph) of the year is behind us. And as I've said many other years, a quarter doesn't make a year. So we are on or ahead of pace on most of our goals after one quarter. And the challenge has been this consumer behavior shift, which, as I mentioned, we view as a temporary dynamic. Between that are favorable comps, the increased investment, we do expect meaningful top-line progress in the second half. And that's our playbook, we feel good about it. We are investing more to drive the business. We are trying to do a couple of things here, which is deliver a strong '24 but also set our business up to have excellent momentum as we go out of '24 into '25, which we're confident will be a very different environment. Dave, do you want to add anything to that?
Dave Marberger:
Yeah, sure. So, Jason, obviously, we're looking at our cost very closely. If you look at the quarter, our productivity performance was really strong. Our supply chain organization does a phenomenal job especially now that we're back to a kind of more accommodative operating environment to drive our productivity, and we're seeing that. So that's a big driver, obviously, for us. You look at SG&A, we're -- 9.1% is where we came in last year, we'll be around that again this year. We're very efficient, we're as efficient as any food company out there, but we're always looking for opportunities. And then we obviously have our Ardent Mills joint venture, which continues to do really well. We're holding to our guide for the year there, but there's still really strong momentum in Ardent Mills. And that generates cash for our business. And so there are places we're always looking, but we're always looking to just make sure we're finding opportunities to drive savings so that we can continue to invest in the business.
Jason English:
So Dave, I'm going to put words in your mouth to see if I'm understanding this right. I appreciate what your guidance is predicated on, that's top line acceleration. But I think I heard if that doesn't come to fruition, there could be some more opportunities on cost and there could be some upside opportunity in Ardent Mills. Did I hear that correct?
Dave Marberger:
That's what we're always looking for. So we're -- productivity coming and Ardent is off to a good start.
Sean Connolly:
Yeah. Part of it, Jason, is culturally the way we operate. We are wired to be a very lean, very adaptable, very agile team. We don't have a lot of orthodoxies around here or things that we're not willing to do to get to where we got to go. So we'll -- we've got a great team. They're going to get us to do what we need to do throughout the balance of the year and we'll be super agile as we always are in an environment that's highly dynamic.
Jason English:
Yeah, I would definitely recognize and respect that. Thank you very much.
Sean Connolly:
Thanks.
Operator:
And our next question today comes from Steve Powers with Deutsche Bank. Please go ahead.
Steve Powers:
Hey, thanks. Good morning. So I kind of wanted to build on what Jason just asked about because it sounds -- I guess the question I'm left with is, if the consumer behavior shift that you're expecting doesn't play out as we go through the balance of the fiscal year, are you committed because of looking forward to '25 and beyond, are you committed to the investment spend that you've articulated in 2Q and 2H? Or does that itself become a lever to pull to preserve bottom line dynamics? And it sounds like in the first quarter, given what the environment gave you, you delayed some of the spending. Maybe that's the wrong read, but it feels like you delayed some of the investment spending because the demand was weaker. Now you're planning it later in the year as you expect demand to pick up I guess the question is, if that consumer behavior shift doesn't happen, do you keep spending?
Sean Connolly:
Yeah, Steve, I think the easy answer to your question is we manage this business for long-term value creation and long-term success with the consumer. When you get caught up in these short-term windows of consumer behavior shifts, people always ask the question, well, in this window, what's more important, sales or profit? And obviously, you always want both. But when you see short-term behavior shifts, sometimes you have to be smart and you've got to ride the way in a patient and pragmatic way. And that means not trying to force things before they're poised to pivot. Otherwise, you can end up with either metric working for you. And as I said, we will invest smartly. We'll pick our spots. We'll focus on quality merch, A&P and our biggest brands and awesome innovation and we'll keep a strong determination to drive brand health and value creation for the long term.
Steve Powers:
Okay. That makes sense. Is there any -- I mean I guess the -- is there any validity to the thought that because there was less spending in the first quarter, it exacerbated some of the weaker demand trends and [indiscernible].
Sean Connolly:
No, I actually would say the opposite. We did see in one of our categories, a competitor try to do some promotional things to kind of force the issue and force and it didn't work, and it didn't have any impact on our business. And I can't imagine what their bottom line looks like with such an inefficient spend. But it's just -- that's what I mean by you have to be sometimes be smart, ride the wave in a patient a pragmatic way. If you get impatient and you try to do something irrational and force the consumer to do something they're not ready to do, you know what you're going to do, you're going to spend a lot of money without having a lot of impact. And so we want to put our dollars and our investment out there in the marketplace on the right levers at the right time when the consumer is going to be responsive to it. And that's why we've got the cadence of our spend laid out the way we've got across the full year.
Steve Powers:
Understood. Okay. That’s very helpful. Thank you.
Operator:
And our next question comes from Alexia Howard with Bernstein. Please go ahead.
Alexia Howard:
Good morning, everyone.
Sean Connolly:
Good morning.
Alexia Howard:
So it seems as though the industry this year has been caught fairly flat footed with the surprising lack of recovery in volumes as price growth has slowed. Now it's obviously still way too early to tell where the impact of the GLP-1 drugs is going to go, what the uptake is going to be over the next five, 10, 15 years. But in a similar vein, how can you start thinking about different scenarios for how that could play out, which parts of your portfolio might be most affected either positively or negatively? And how do you start getting data to decide which of those parts you might want to pursue? I mean, how do you plan for another potentially big consumer behavior shift that might be coming down the pipe over the next few years?
Sean Connolly:
Alexia, I view that one a little bit differently. If you think about it, we've got an entire department of demand scientists here who are every day studying changes in consumer behavior, particularly -- a particularly important one for our company has been the ever-evolving consumer definition of what constitutes healthy and how they want to eat in order to be responsive to health. Back in the '90s with Snack Wells, it was all about fat and calories. And if you just look in the last few years, we've gone from grain-free to cauliflower to keto. I mean it's constantly evolving. So what our demand science folks do is they're constantly studying the trends that consumers are chasing, figuring out which of those need to be designed into our products and then adapting our products through our innovation program relentlessly so that we're staying up with consumer trends. So if we end up seeing changes in consumer eating patterns, let's say they go to smaller portions, then we evolve the innovations, and we design smaller portions. If they switch to different types of nutrients, we evolve the innovation, we switch to different types of nutrients. If they change the kind of pack sizes they snack on, we'll change that. So this is the kind of stuff that will happen over five, 10, 15 years, not over the next six months. But I think the key to navigating these kinds of just constantly evolving consumer environment is you have to be externally focused, you've got to study these consumer trends and you've got to rapidly design in what the consumer is looking for into your products and that's what we do every year.
Alexia Howard:
Great. Thank you very much. That's very helpful. And just as a quick follow-up. Your leverage is obviously coming down. It's expected to come down further. Appetite for additional M&A and what parts of the portfolio you might be focused on for that? And I'll pass it on.
Sean Connolly:
Yeah. Let me say this first because I never want our investors to misunderstand this. We always follow kind of a balanced approach to capital allocation. But we've said now for some time, and I'll continue to say it, our top priority is de-levering. The importance of having a clean balance sheet in the current strained external macro environment is very important to our investors, our ratings agencies, and that is our top priority. When the time comes that we've got our balance sheet where we want it to be, M&A has always been part of it. We've always said there are two kinds of big picture M&A. There's big synergistic acquisitions that rarely come along once in a blue moon, and then there are bolt-on more growthy smaller acquisitions, they tend to happen more frequently. So we'll always, over the long term, keep an eye on both of those things. But right now, our focus is on continuing to pay down debt. And then when we get to the time when we can add something to the portfolio, odds are it would be in our key strategic domains of frozen and snacks.
Alexia Howard:
Perfect. Thank you very much. I’ll pass it on.
Sean Connolly:
Thank you.
Operator:
Thank you. This concludes our question-and-answer session. I'd like to turn the conference back over to Melissa Napier for closing remarks.
Melissa Napier:
Thank you, everyone, for joining us this morning. Investor Relations is available if anyone has any follow-up questions. Have a great day.
Operator:
Thank you. Ladies and gentlemen, this concludes today's conference call. You may now disconnect your lines, and have a wonderful day.
Operator:
Good morning and welcome to the Conagra Brands Fourth Quarter Fiscal Year 2023 Earnings Conference Call. [Operator Instructions] Please note that this event is being recorded today. I would now like to turn the conference over to Melissa Napier, Head of Investor Relations. Please go ahead.
Melissa Napier:
Good morning. Thanks for joining us for our Conagra Brands fourth quarter and fiscal 2023 earnings call. I am here with Sean Connolly, our CEO; and Dave Marberger, our CFO, who will discuss our business performance. We will take your questions when our prepared remarks conclude. On today’s call, we will be making some forward-looking statements. And while we are making these statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of our risk factors are included in the documents we filed with the SEC. We will also be discussing some non-GAAP financial measures. These non-GAAP and adjusted numbers refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP and non-GAAP reconciliations can be found in the earnings press release and in the slides that we will be reviewing on today’s call. Both of which can be found in the Investor Relations section of our website. And I will now turn the call over to Sean to get us started.
Sean Connolly:
Thanks, Melissa. Good morning, everyone and thank you for joining our fourth quarter fiscal ‘23 earnings call. I will start with the business update on the quarter and fiscal year and then share how we are thinking about 2024 and beyond. Slide 6 outlines what we’d like you to take away from today’s call. In Q4, we delivered solid profit and margin growth despite the disruption from one of our frozen logistics partners, Americold, which impacted both our sales and costs during the quarter. For the full fiscal year, I am proud of the way our team navigated a dynamic operating environment to deliver strong results. These efforts to execute against our fiscal ‘23 strategic priorities and the continued implementation of our playbook have our brands well positioned following the volatility of the past few years. As you will see, our outlook for fiscal year 2024 reflects a transition toward a more normalized operating environment as well as a continued commitment to our long-term financial algorithm. With that overview, let’s dive into the results, starting on Slide 7. Organic net sales for the quarter grew over 2% compared to the fourth quarter of fiscal ‘22 and adjusted gross margin of 27% represents a 216 basis point increase over the fourth quarter last year. The full year results underscore the strength of our performance across all four metrics, including 6.6% organic net sales growth and 17.4% adjusted EPS growth compared to the prior year period as well as robust gross and operating margin improvement. Looking back at our priorities going into fiscal ‘23, we are pleased to say that we delivered on each of them. We continued our disciplined pricing execution in the face of ongoing inflation, which helped to drive margin recovery a top priority coming into fiscal ‘23. Our supply chain continued to improve as we made meaningful progress on our cost savings initiatives, which in turn led to a vast improvement in service levels. We remain committed to lowering our net leverage ratio, which was reduced from 4.0x to 3.6x by the end of the fiscal year. And we did all of this while investing to maintain the brand strength that we have built up for many years running. Let’s take a closer look at these priorities, starting with the impact of our inflation-justified pricing actions on Slide 9. As you can see, pricing peaked in Q3, but remains almost 17% above the prior year due to our actions to offset ongoing COGS inflation. During the fourth quarter, elasticities did soften a bit, but remain fairly consistent well below historical norms and in line or better than competitors. Our strong execution was instrumental in driving margin recovery, which is detailed on Slide 10. As we have previously discussed, there is an inherent lag between the time when inflation hits and when we are able to recover that cost through inflation-justified pricing. This lag effect results in temporarily compressed margins as we saw most notably throughout fiscal ‘22. We took great strides to recover our gross margin in fiscal ‘23 and Q4 was our third consecutive quarter of strong margin improvement, up 216 basis points in the fourth quarter compared to the prior year. Turning to Slide 11, we continue to advance our supply chain initiatives, investing to rebuild our own inventory which helped us to deliver service levels of 95% as we exited the fiscal year. While we are making strong progress in supply chain, it’s not yet back to normal as we experienced transitory disruptions in the quarter such as the cybersecurity event at Americold. That said, we are pleased with our progress so far and see more room for improvement in fiscal ‘24, including investing in technology and modernization as the operating environment continues to normalize. Slide 12 highlights one of the key ways in which we are investing to maintain brand strength, our persistent focus on modernizing brands through innovation. The innovations we have launched since fiscal 2018 generated nearly $1.8 billion in retail sales during the last fiscal year. And unlike many in our space, we continue to innovate during the pandemic with new product launches since fiscal ‘21, now representing more than half of that total. Importantly, our innovation has built some really strong and sustainable platforms, including Bowls, Slim Jim SAVAGE and Duncan Hines EPIC. Our strategic frozen and snacks domains have been the focus of our innovation engine. As Slide 13 highlights, their growing domains and we’ve helped architect that growth. Over the past 4 years, the frozen and snacks categories in which we compete have grown 9% and 8% respectively, outpacing total food growth. Within our portfolio, frozen and snacks together now represent almost 70% of our domestic retail dollar sales and we have consistently increased our share within these strong and growing domains. Looking more closely at frozen, Slide 14 shows the growth of this category over the past 9 years, which represents the timeframe in which we reinvented our approach to frozen food. Since fiscal 2014, the frozen categories in which Conagra competes have grown from $29 billion to $54 billion, representing a 7% CAGR. And Conagra has increased our share by nearly 500 basis points to become the leader in frozen. This growth is a testament to our continual effort to modernize and support our strong brands as part of the Conagra Way playbook. One example of that brand strength is how our unit sales stack up to our peers. As you can see on Slide 15, even during the year of significant pricing 7 of our top 10 frozen product segments held or grew unit share in fiscal ‘23. The same is true in our snacks portfolio. As you can see on Slide 16, our two largest snacking platforms meat snacks and microwave popcorn also gained unit share during fiscal ‘23. Now let’s turn to the year ahead. As we continue to emerge from unprecedented operating conditions, including both COVID and the inflation super cycle, we anticipate fiscal ‘24 to be a transition toward a more normalized operating environment. That transition will include a few tailwinds and headwinds that are outlined on Slide 19. Starting with the tailwinds. In fiscal ‘24, we will be wrapping the various discrete supply chain disruptions that persisted throughout the year. As the operating environment continues to normalize, we will also benefit from the ongoing advancement of our productivity initiatives and we expect our investments in innovation to continue to deliver strong results, building upon our track record of success. Now, let’s talk headwinds. First, shifting consumer behavior, as you can see in the weekly scanner data, food companies are starting to wrap pricing in the year ago period and dollar sales are coming down as expected, but the rate of improvement in volume recovery is lagging. That suggests new consumer behavior shifts beyond the initial elasticity effects that occurred when pricing actions were initially taken. We have seen this dynamic since just after Easter and it has been broad-based across many categories and competitors. And importantly, where we see it, it is usually not a trade down to lower priced alternatives within the category. Rather, it’s an overall category slowdown. The question is, why now, given the steadiness we have seen from the consumer for 2 years? There are several possibilities at the root of this. One behavior shift we have heard about from consumers is just buying fewer items overall, more of a hunkering down than a trading down. There are several potential reasons as to why, including this summer being more travel intensive than last year. Overall, we view this dynamic as likely temporary behavior shift for consumers to stretch their budgets, but we have captured it as a near-term headwind in our outlook. Moving to the second headwind, while very limited, we have seen a few single ingredient brands become deflationary and we will make appropriate price adjustments to reflect that. Finally, the reduction of pension income and decline in contribution from Ardent Mills compared to its strong fiscal ‘23 performance will impact our earnings performance compared to the prior year. To maximize our competitiveness this year, we will continue to execute our playbook and invest in our business. And Slide 20 highlights one of our most important investments, our biggest innovation slate to-date. Our fiscal ‘24 innovation lineup features a compelling mix of convenient, value-added meals, restaurant experiences and exciting licenses. We expect our most significant new innovation to be in distribution by the end of Q1 and build throughout the rest of the year. These innovations, coupled with our consumer and customer support, will help us effectively navigate the dynamic marketplace conditions. Slide 21 outlines our financial guidance for fiscal ‘24. We expect organic net sales growth of approximately 1% over fiscal ‘23, adjusted operating margin of 16% to 16.5% and adjusted EPS between $2.70 to $2.75. As Dave will unpack further, our EPS guidance reflects our expectation for growth from the underlying business operations, which is being muted by the previously mentioned impacts from lower contribution from Ardent Mills and pension income. Overall, Conagra continues to benefit from strong brands, strong processes and strong people, which are all working together to drive sustainable growth and margin expansion. With that, I will pass the call over to Dave to cover the financials in more detail.
Dave Marberger:
Thanks, Sean and good morning everyone. As Sean noted, we have made great progress from this time 1 year ago, as shown on this page. We navigated a challenging operating environment and successfully delivered on our priorities to implement inflation-justified pricing, drive gross margin recovery, reduced net leverage and rebuild inventory levels, all while investing to maintain the strength of our brands. This enabled us to deliver strong full year results that exceeded our original fiscal ‘23 expectations on all metrics. Slide 24 highlights our results from the quarter and full fiscal year. During fiscal ‘23, we delivered strong top line growth with full year organic net sales up 6.6% compared to fiscal ‘22, driven by our inflation-justified pricing and modest elasticities. Margin recovery was a top priority for fiscal ‘23 and our business delivered, increasing adjusted gross margin by 226 basis points and adjusted operating margin by 125 basis points for the full year. This margin enhancement contributed to strong full year adjusted EPS growth of 17.4%. Slide 25 shows our net sales bridge for the quarter and full year. The increases in fourth quarter and full year organic net sales were driven by improvements in price mix, primarily from inflation-justified pricing actions and were partially offset by a decrease in volumes. We estimate that our fourth quarter volume was impacted by the transitory supply chain disruptions from the cybersecurity incident at Americold, impacting revenue by approximately 50 basis points in the quarter. This disruption negatively impacted sales in our Refrigerated & Frozen segment during the fourth quarter, an impact of approximately 110 basis points for the quarter. Despite this discrete situation in Refrigerated & Frozen, we were pleased to deliver solid sales growth in all other segments during the fourth quarter. And both our Grocery & Snacks and Refrigerated & Frozen segments delivered 6.1% organic net sales growth for full year fiscal ‘23. We detail our adjusted operating margin bridge on Slide 27. As Sean discussed, we are pleased to have delivered a third consecutive quarter of strong gross margin improvement, up 216 basis points in Q4. We drove a 7.1% margin gain from improved price mix during the quarter and realized a 40 basis point net benefit from continued progress on our supply chain productivity initiatives. These pricing and productivity benefits were partially offset by continued inflationary pressure with market inflation and market-based sourcing negatively impacting our margins by 2.1% and 3.3% respectively. Adjusted operating margin was 14.6% for the fourth quarter, which was a 39 basis point decline versus a year ago. The strong gross margin improvement was more than offset by increased A&P investment and an increase in SG&A from both higher incentive compensation expense and transitory asset write-offs in the quarter. One additional callout on this slide, our cost of goods sold inflation headwind of 5.4% as calculated by netting our Q4 market inflation and our market-based sourcing. Previously, market-based sourcing was captured in our net productivity column. We believe this format is more meaningful to investors and this change will be applied in our materials going forward. Slide 28 details our margin performance by segment for Q4. Refrigerated & Frozen continued its strong operating profit and margin improvement in the quarter, with adjusted operating margin improving 286 basis points versus a year ago. Grocery & Snack operating margins were down 248 basis points due primarily to increased inventory reserves for excess seasonal inventory, along with unfavorable manufacturing overhead absorption. The International segment increased adjusted operating margin 497 basis points in the quarter, driven primarily by pricing, while the Foodservice segment adjusted operating margins were down 75 basis points due to some transitory asset write-offs. Also, as highlighted in our earnings release, results from our annual goodwill intangible impairment testing also negatively impacted reported profits primarily in our Grocery & Snacks and Refrigerated & Frozen segments. The primary driver of the impairment charges was the increase in our discount rate due to the current interest rate environment. Slide 29 shows adjusted EPS bridges for the fourth quarter and full year compared to fiscal ‘22. In the fourth quarter, adjusted EPS from operations was flat as the increase in adjusted gross profit was offset by the increases in A&P and SG&A mentioned previously. Total EPS for Q4 was down 4.6% as the flat operating profit and benefit from our equity method investment earnings was more than offset by lower pension and postretirement income, higher interest expense and higher adjusted taxes. On the bottom half of the slide, you can see that our year-over-year EPS growth of 17.4% was entirely attributed to the operating profit increase of $0.41, which underscores the strength of the underlying business. The benefit of $0.11 from our Ardent Mills joint venture was offset by increased pension and interest expense. Slide 30 includes our key balance sheet and cash flow metrics. At the end of fiscal ‘23, our net leverage ratio was 3.63x, down from 3.99x at the end of the prior year. Our net cash flow from operating activities reflects continued investments to rebuild our inventory levels. Going forward, we are well positioned to support sustained demand across categories. Year-to-date CapEx was $362 million at the end of fiscal ‘23, down from $464 million in the prior year due to the timing of projects. We continue to prioritize returning capital to shareholders as we paid $624 million in dividends in fiscal ‘23, up 7.2% versus fiscal ‘22 and we paid $150 million to repurchase shares in fiscal ‘23, up from $50 million a year ago. I’d like to spend a minute reviewing our guidance for fiscal ‘24. Slide 31 outlines our expectations for our three key metrics, including organic net sales growth of approximately 1% over fiscal ‘23, adjusted operating margin growth between 16% to 16.5% and adjusted EPS between $2.70 to $2.75. Let’s take a closer look at the drivers of our adjusted EPS guidance on Slide 32. Compared to the prior year period, we anticipate continued improvement to our adjusted gross profit to be offset by the impact of elevated investments in A&P and SG&A to support our innovation and our people, higher interest expense from interest rate increases approximating $450 million and an adjusted tax rate of approximately 24%, net-net to adjusted EPS growth of 2% to 4% in our underlying business operations or an adjusted EPS of $2.83 to $2.88. We also expect the growth in our underlying business operations to be offset by lower income from our Ardent Mills joint venture as well as the reduction of pension income due to higher interest rates. As we previously discussed, Ardent Mills had a particularly strong fiscal ‘23 driven by favorable market conditions and the venture’s effective management through recent volatility in the wheat markets. As we transition toward a more normalized operating environment, we expect lower Ardent Mills income of approximately $150 million in fiscal ‘24, which is still a very strong operating performance relative to historical results as Ardent continues to mature as a business. I will now unpack a few additional assumptions behind our guidance shown here on Slide 33. Again, we expect to see easing inflationary pressures and improved supply chain operations in fiscal ‘24, which is reflected in our outlook. We anticipate net cost of goods sold inflation of approximately 3% in fiscal ‘24 as we continue to emerge from the inflation super cycle, with targeted inflation-justified pricing actions that will become effective in the early second quarter of fiscal ‘24 to help offset elevated costs. From a supply chain perspective, we expect CapEx spend of approximately $500 million as we continue to make investments to support our growth and productivity priorities with a focus on capacity expansion and automation. We also expect the investments we are making to drive gross productivity savings of approximately $300 million during fiscal ‘24. Finally, we expect to reach a net leverage ratio of approximately 3.4x and by year-end fiscal ‘24 and remain on track to reach our target net leverage ratio of approximately 3x by the end of fiscal ‘26. We see fiscal ‘24 as a transition toward a more normal operating environment, and we are reiterating our commitment to the long-term financial algorithm we unveiled at our Investor Day in July 2022, as shown here on Slide 34. This morning, we announced that our Board of Directors approved a 6% increase in our annualized dividend from $1.32 a share to $1.40 per share. This increase reflects confidence in our outlook and is in line with the targeted payout ratio. To sum things up, we made outstanding progress in fiscal ‘23 and as we continue to execute on our strategic priorities to drive value for shareholders. We believe Conagra is well positioned for long-term value creation. That concludes our prepared remarks for today’s call. Thank you for listening. I’ll now pass it back to the operator to open the line for questions.
Operator:
[Operator Instructions] Our first question will come from Andrew Lazar with Barclays. Please go ahead with your question.
Andrew Lazar:
Hi, thanks so much. Good morning. So Sean, it sounds like as you’ve talked about fiscal ‘24 sort of a transition year of sorts between the anomalous environment of the past few years and a more normal operating environment moving ahead, hopefully. I’m curious, how do we think about the pattern of how fiscal ‘24 unfolds in terms of volume pivoting back to growth as the benefit from pricing wanes? Because there is clearly some concern as you’re aware, among investors that there could be a period of sort of negative organic sales if the timing of vim and pricing don’t perfectly align. And I realize it’s hard to put too fine a point on this, of course, but in light of some of your comments on some recent consumer behavior shifts, I’m curious how you see the year playing out from an organic sales growth perspective. Thanks so much.
Sean Connolly:
Yes, sure. Good morning, Andrew, let me start with the big picture here, and then I’ll flip it to Dave to give you some more color. First, you’re 100% right. It is a transition year back to a more normal macro, and that’s probably going to be true of everybody. Second, yes, there will be a settling effect that occurs as the year unfolds. Dollars will come down, obviously, as pricing gets wrapped and volume trends will improve. Third, as you can imagine, that settling effect is not likely to be exactly linear from month to month. And the simple reason for that is there are time specific factors at play. So you’ve got supply chain disruptions in the year ago period of particular months, we’ve got the shifting consumer behavior dynamic. So I’d say, given all of this, 1% growth in organic net sales dollars for us for the full year is what we expect. That feels prudent given everything we see. And while we don’t guide on volumes, from a shape of the trend standpoint, we do expect trends to improve as the year unfolds. And Dave, you can unpack that a little bit more.
Dave Marberger:
Yes. So Andrew, let me – we gave our guide of approximately 1% organic net sales. So there are a lot of different dynamics that went into landing on the sky. So I just wanted to try to go through kind of the key puts and takes and try to give you some color to help with cadence. We’re not going to give exact numbers by quarter, obviously. But – so the first thing is we will be wrapping on fiscal ‘23 pricing at the beginning of Q2. So Q1 will deliver stronger price mix but after that, it will slow significantly starting in Q2. As you know, we had several supply chain disruptions in fiscal ‘23 with our Jackson plant in canning and then our can meat recall. The kind of wrap impact on that is mostly in the second half, if you look at this year. We obviously have our strong innovation slate that we showed today, and that starts shipping. It’s already started shipping in Q1. As Sean talked about, and we’re estimating as far as kind of how we look at the year, a slower rebounding of volumes as pricing starts to wrap. So we do expect volumes to improve as we move through the fiscal year, but we’re not going to give a specific guide on full year volumes. There is some deflation in a few pass-through categories. So our edible oils, pork dairy that will result in some lower prices on a few of our brands. We will have incremental merchandising and trade with strong ROI, and it’s mostly around brands that we were supply constrained in ‘23 and couldn’t promote as much as we want to, which we will do this year. And then just for our International and Foodservice business, we expect fairly consistent growth in those businesses during the year. So hopefully, that gives you some color on how we get to the 1%.
Andrew Lazar:
Thanks so much. Appreciate it.
Operator:
Our next question will come from Ken Goldman with JPMorgan. Please go ahead with your question.
Ken Goldman:
Hi, thank you. I wanted to ask just quickly about where your customer inventory levels are today and if that you see any abnormalities there. And part of the reason I’m asking is it seems even if you add back the 110 basis point impact in the medical, that maybe your shipments in Refrigerated & Frozen were a little bit less than what we saw in terms of measured channel takeaway. So just trying to get a sense of how you see that looking ahead.
Dave Marberger:
Yes, Ken, this is Dave. We don’t see any significant difference in our customer inventory levels versus where we’ve been historically. If you look at Refrigerated & Frozen, which is really what you’re talking about, for the quarter, our price/mix was 10.4% and volumes were down 11.5%. Our consumption was 2.9% for the quarter. So there was about a – we shipped below consumption by about 400 basis points. We plan to do that, Ken. So we expected shipments to be below consumption in Q4 because we shipped ahead of consumption year-to-date Q3 in Refrigerated & Frozen. So if you look at the full year, we basically ship to consumption, which we normally do. So there were no unusual customer dynamics that drove that. And yes, the Americold situation was a 110 basis point negative impact of volumes for Refrigerated & Frozen for the quarter.
Ken Goldman:
Great. I will pass it on. Thank you.
Operator:
Our next question will come from Pamela Kaufman with Morgan Stanley. Please go ahead with your question.
Pamela Kaufman:
Good morning.
Sean Connolly:
Good morning.
Pamela Kaufman:
Can you talk about the pricing outlook from here? You pointed to some additional inflation in fiscal ‘24, although it’s much more modest compared to the last few years. Do you anticipate taking more pricing in fiscal ‘24 to offset those increases? And then you mentioned lowering prices in a few key categories. do you expect having to lower list prices across other product categories as well?
Sean Connolly:
Hey, Pam, it’s Sean. Let me tackle this and Dave going whatever I miss. So big picture in terms of the deflation piece, we’re really talking about – we’ve got a large portfolio, as you know, significant scope. And not surprisingly, we’ve got a small number of what you might call pass-through categories that are more single ingredient. And some of those have – are made of ingredients that are actually on the deflationary side. So those are the exceptions that tend to go up or down. And so we’re seeing things like oil dairy, some of the meat products that are coming down during our fiscal year outlook. So that’s a piece of it. In terms of the new pricing, yes, overall inflation is still with us. It’s – as Dave covered in the 3% range and – but we’ve got some surgical pricing on select categories that we are taking to offset that. But at a company level, it’s productivity getting back in the game that really helps us to tackle the continued inflation. We’re able to see it come down, but it’s still with us, and it is going to cause us to take some surgical pricing in a few businesses early in the year. Dave, anything you want to add to that?
Dave Marberger:
I would just add, just reiterate, Q1, we will see the pricing wrap from obviously pricing we took in fiscal ‘23. And then we have communicated to customers, and there will be pricing on our tomato-based products effective early Q2. We’re seeing significant tomato inflation in fiscal ‘24.
Sean Connolly:
Yes. And to your last question, Pam, no, we don’t see price rollbacks or price downward adjustments in a broad-based way across the category. That’s highly contained to those very limited single ingredient, more pass-through categories in our portfolio.
Pamela Kaufman:
Great, thank you. And just on your guidance for 40 to 90 basis points of operating margin expansion. Can you unpack that a bit? What’s embedded into that through gross margin expansion versus SG&A reinvestment?
Dave Marberger:
Sure. So the operating margin improvement we guided to is coming primarily from gross margin improvement. So the A&P and SG&A taken together should approximate the same percentage of net sales as they did in fiscal ‘23. So the key drivers of the gross margin improvement are the price mix, the Q1 and then the targeted Q2 pricing I just talked about. Productivity of $300 million, which we talked about, we’re very pleased with where our productivity programs are right now and then netting against that some negative overhead absorption and business investments. And then I talked about wrapping on some supply chain disruption costs that we had in fiscal ‘23, that should be a tailwind to margin for fiscal ‘24. So they are the key drivers, I would say, to get to the guidance.
Pamela Kaufman:
Thank you.
Operator:
Our next question will come from David Palmer with Evercore ISI. Please go ahead.
David Palmer:
Thanks. I wanted to ask you a question on frozen and snacks. I mean, obviously, those are key long-term growth categories for Conagra and you’ve shown some good innovation energy there. It looks like the pipeline is strong. But those categories are not doing that great lately. Those categories have slowed and you’re losing share in some of them. I’m wondering if you could speak to perhaps a few of these, just tell us what your outlook is and what’s going on to your best diagnosis frozen entrees, frozen vegetables, maybe popcorn and because obviously, these are going to be key growth categories for you? Thanks so much.
Sean Connolly:
Hey, David. Sure. It’s Sean. Our frozen business has been a juggernaut for us for quite some time now. In fiscal ‘23, overall, as you saw in our presentation today was another very strong year. Obviously, Q4 had a lot of noise in it with Americold and the broader consumer behavior shifts that I discussed. But we remain super bullish on the future of the space. And we have lofty long-term objectives that we plan to deliver through a number of tools in our playbook. With respect to shares, overall, we’ve been very pleased with our share performance over the long-term, which you saw earlier. Obviously, supply chain disruptions in certain categories we experienced, made share gains more challenging in short-term windows, but we feel good overall. And in categories like vegetables, keep in mind, as we discussed at CAGNY, we are focused there on the premiumization of the category, not on low tier, more commodity vegetables. So there is an element of value over volume strategy that remains central to our birds eye playbook there as we continue to drive premiumization and really more of a finished prepared vegetable product than a bag of commodity vegetables. And then with respect to pick a snack or just about any other category across mainstream kind of food industry right now, there has been some slowing down where we would have expected volume trends to be up a bit and really see volume improvement more in sync with the dollar decline. So that softness, as I mentioned, does point to a bit of a consumer behavior shift. And the data we can see is very interesting in what it does point to, and that is it’s not materially related to private label trade down or something like SNAP. Rather, it is more of a multi-category slowdown that appears to be tied to shift in consumer behavior, aimed at stretching their budgets likely to cover other expenditures like travel, things like that. And again, that’s likely a short-term phenomenon, but we do have that factored into our outlook as we go forward. We’re going to invest to keep our brands including popcorn and other snacks and frozen on top of mind with consumers.
David Palmer:
Thank you.
Operator:
Our next question will come from Cody Ross with UBS. Please go ahead.
Cody Ross:
Good morning. Thank you for taking our questions. I just want to follow-up real quick on the Americold disruption. Thank you for the color there. Do you expect to recover those sales in fiscal ‘24? If so, can you detail when? And I’ll start and pause for a second before my next one.
Dave Marberger:
Yes. Cody, it’s Dave. So in that situation, obviously, we were disrupted on shipments. So we were backed up and had to catch up during the month of May. So anything that didn’t get out, which we quantified for Q4 would just flip into Q1. So it’s just shipments that we didn’t ultimately get out the door. So that’s that.
Sean Connolly:
Just regarding that, Cody, is that we probably were out of stock in some stores when we couldn’t ship for a while. So I’m sure if the consumer was looking to buy one of our products, they couldn’t and they needed to make some purchase that in that shopping trip, they grab something else. We’re probably not going to get that back. But at this point, that consumption loss is water under the bridge.
Cody Ross:
Understood. And then just tangental to that before I ask my next question, is it fair to assume that 1Q would be the high watermark for organic sales for the year just because of the shipments going from 4Q into 1Q and also the wrap around price that you detailed for 1Q?
Dave Marberger:
We don’t guide by quarter, Cody, but we – as I mentioned, Q1, we still will have the big impact from price mix.
Cody Ross:
Understood. Thank you for that. And then just real quickly, I want to pivot to Ardent Mills. It continues to perform better than we expected. You guided JV income of $150 million for the year. And on prior calls, I think you guys noted the contribution was north of $80 million prior to the spike in weak prices. How much visibility do you have at this point to the $150 million? And what does that assume for weak prices?
Dave Marberger:
Yes. We have a lot of visibility, and you can you can assume that we have been through the details with Ardent. We review the business with them very closely. The level of profit we are guiding to is pretty consistent with where the business came in, in fiscal ‘22, right, so at that similar level. The thing that I have really come to appreciate personally is it’s such a great business. It’s a young business. It’s only 10-years-old. They have made investments in the business and they continue to grow. So, their core business continues to do really well, and then they have a trading aspect of the business, too. So, it’s a business that’s growing. It has a lot of competitive advantage in it. And so we are really bullish on the business. It’s a really great business.
Cody Ross:
Thank you. I will pass it on.
Operator:
Our next question will come from Max Gumport with BNP Paribas. Please go ahead with your question.
Max Gumport:
Hi. Thanks for the question. With regard to the shift in consumer behaviors that you called out, I am curious if there is any commonalities at the impacted category of share? And then what data points you are seeing that suggest to you it’s short-term in nature? Thanks very much.
Sean Connolly:
Well, when we look at this, Max, we pull the data across the entire food space by category, just to see if as dollars roll off and individual categories wrap price, you see that in sync improvement in volume trends. And you are really not seeing it. Even if you look at the scanner data that just came out for the period ending 7/1 you see Conagra and our five nearing peers are basically in the exact same place in terms of unit performance change versus a year ago. And we are probably all better served by looking at the unit volume change versus 2 years ago to get the noise out of the base period last summer. And when you do that, it’s really kind of uncanny, everybody’s volume is at an extremely tight band of down just over 6% in the last several periods. And as I pointed out, what we don’t see is much of a difference in terms of that volume change versus a year ago between the 13-week data and the past 4-week data. And that’s where I think people would have modeled and us included a bit of an improvement in that trend from 13-week to 4-week because when you roll off a price and you wrap the initial volume elasticity effect, you should see an improvement there. And that is exactly what I was pointing to when I talked about the shifting consumer behavior. And in terms of what’s behind it exactly, I think everybody is trying to figure it out. A lot of the data, to answer that question, is on a lagging basis, whether it’s diary data or channel data or things like that. And so we are studying it carefully. Importantly, it’s not a trade down within individual categories to lower-priced alternatives. It looks optically more like a cutting back and what I call the hunkering down. And one thing I know for sure, people aren’t eating less. So, it’s – they are making choices to manage their budget. As I suggested, likely to cover other expenses, and it’s just hard to imagine how that continues for an extended period of time unless people start eating less, which I haven’t seen happen.
Max Gumport:
Understood. Thanks very much.
Operator:
Our next question will come from Jason English with Goldman Sachs. Please go ahead.
Jason English:
Hi. Good morning, folks. Thanks for slotting me in. We turned a lot of ground already. Oh, and you can rest, by the way, on a great year. You mentioned a few brands that were supply constrained, and your intention to rename this more targeted promotions now that the constraints are being lifted. What are those brands? And would you expect that promotional intensity to be enough to drive their net pricing deflationary?
Sean Connolly:
Yes. Let me give you just without kind of tipping our hand on what we want to do competitively. This is always a hot topic is what’s the promotional environment, how is it going to change. In the simplest sense, Jason, we are okay with category building promotions that have a positive ROI. And I expect you will see more of those now that supply chains are servicing above 95%. Again, as I have mentioned in the past, for Conagra, we like certain holiday promotions because there is an incremental opportunity to drive volume there. And we haven’t really been at full speed on some of those. So, the most recent example was in the length in season where we usually do some very high ROI fish promotion because you sell a lot of fish on promotion during the Lenten season. We didn’t do that last year because we had a fire on our fish line. So, that’s an example of the kind of thing we can do more of and even some holiday type things with Birds Eye where demand was – had been very constrained because the supply chain issues previously. So, you are going to see competitors do more on that. And frankly, that’s a good thing. And I think investors should think it’s a good thing because it’s going to help drive healthy quality category volume. Now conversely, what we are not big fans of is deep discount, low ROI promotions that train the shopper to buy on deal. Conagra kind of a period of its history, where it did plenty of that stuff. We drained the swamp on all of that over the last 8 years, and we kind of got off that. We are one of the least promoted categories or companies in this space. And the reason for that is simple. It’s not how you grow categories. You grow categories with great innovation and quality display. To David Palmer’s point on Frozen, just look at Frozen from what it did for years when that was the playbook, it didn’t do anything. And then when we change the playbook around innovation, and marketing support, we drove real high-quality category growth and dollar realization. So, we don’t like those kinds of promotions. But in the current environment with the consumer that is cutting back and making other choices we probably are more likely to see some players resort to harder deals to stimulate units. We have not seen a lot of that to-date. So, that’s a good sign. But this isn’t our first rodeo, we wouldn’t be surprised to see that again. So, we monitor that carefully. And really, the only competitive detail, I will say is we will do what’s best for our business.
Jason English:
Sure. Understood. And I am going to come back to Mr. Ross’ question. I know you don’t give quarterly guidance, but to his point, you are carrying in inventory rebuild in the first quarter. You have got wraparound pricing. Ardent Mills still has momentum. You have got a really easy gross margin comp. It looks like you are set up for another really solid first quarter. And in context of that and the full year guide, it would seem to suggest that you are expecting top and bottom line declines throughout the remainder of the year. Is there anything flawed with that thought process?
Sean Connolly:
I think that, Jason, the simplest way I think you can think about the year and the cadence and flow that I intend it before is you got dollars and you got volumes. And this year, they ought to move in different directions, right, because we are wrapping the pricing. And so you are just going to see, yes, you are going to have stronger dollars early as pricing carryover is in there, and then that will soften. And then as you wrap that, volume trends should improve. And we are not going to guide by quarter for a variety of reasons, one is we don’t ever do that. The other is as I mentioned to Andrew, it’s not going to be linear in terms of month-to-month, quarter-to-quarter in terms of how this thing flows. I know everybody would like it to be that way, but it wasn’t a linear in the base period when a lot of these factors that we are going to wrap occurred. And we have just got – we have got to get through the settling effect and continue to drive this business for the long-term and that’s what we will do.
Jason English:
Understood. Thank you. I will pass it on.
Operator:
Our next question will come from Peter Galbo with Bank of America. Please go ahead with your question.
Peter Galbo:
Hey guys, good morning. Thanks for taking the question.
Sean Connolly:
Good morning.
Dave Marberger:
Good morning Peter.
Peter Galbo:
Dave, I was just trying to do a little bit of back of the envelope math, just on the dividend increase and the leverage target. Just can you help us out with free cash flow for this year? I know you have a CapEx guide, but just – it would seem like you would land a little bit below that $1.2 billion, but I just wanted to confirm that? Thanks.
Dave Marberger:
Sure. So, if you look at fiscal ‘23, really ‘22 and ‘23. We made significant investments in working capital. So, our free cash flow did not convert to being able to pay down debt like we wanted to. But the good news is, as we end fiscal ‘23, we are in great shape with our inventories, we are at high service levels. We have the inventory that we need. So, as we look at fiscal ‘24, we guided to expected net leverage of 3.4x. We expect to pay down debt with discretionary cash flow in fiscal ‘24. And in ‘24 where working capital has been a headwind, we expect it to actually be a slight tailwind for fiscal ‘24. So, if you look at Conagra with modest working capital improvement, $500 million in CapEx, which we guided to, we should approximate a 90% free cash flow conversion in ‘24 on this business. So, that’s how we look at it, and that drives all the assumptions on debt pay-down and dividend payout and everything else on the capital allocation.
Peter Galbo:
Got it. Thanks very much.
Operator:
Our next question will come from Steve Powers with Deutsche Bank. Please go ahead.
Steve Powers:
Hey, thanks. Good morning. Just a couple of – you talked about some of these items already, but just a couple of elaboration on how to think about ‘24 from a couple of perspectives on the top line. Number one, as we think about the wraparound pricing, net of those pockets of deflationary correction. Is there a way to quantify what that kind of net wraparound pricing is on a full year basis, number one. Number two, as you catch up on sort of supply chain disruptions in the aggregate over the years. Is that the way to quantify kind of what you are assuming in terms of that benefit for ‘24? And then lastly, on the shift in consumer behavior, the hunkering down – you talked about that as transitory and temporary, and I think that’s clear. The question I have is, are you assuming that it’s temporary and transitory within the year. So, i.e., there is improvement as we go forward, or are you assuming that the hunkering down that we are seeing of late is with you for the duration of ‘24 and the improvement really comes in ‘25 and beyond? Thanks.
Sean Connolly:
Hey Steve, it’s Sean. I will start with the end and flip it back to Dave for the beginning part. So, what I was getting at is because our diagnostic without perfect information, looks at some of this multi-category multi-company kind of softness. Our conclusion is it likely is transitory. Our outlook and our guide assumes some of those headwinds really in the first half of the year, call it, earlier in the year and assumes that, that will revert to more normal type of behaviors as consumers adjust. In fact, who knows, there are some people that are speculating there is a summertime phenomenon as you get back to school and people are getting back in the groove, it changes. We are not that precise in terms of trying to peg it to a day or a month. But just to give you some color directionally on how we are thinking about it, yes, we suspect it’s going to quickly go back to kind of what it normally is exactly when we don’t know, but we have baked in some conservatism there in the front part of the year. Dave, over to you.
Dave Marberger:
Yes. Steve, I would just say I know there is just such a burning desire for everybody to get quarterly information, but we are just not going to do that. I think in my answer to Andrew’s question, I really tried to go through pretty methodically kind of color around the guidance and some of the cadence items with the disruptions and kind of wrapping on pricing and everything else. So, I feel like there is enough there to put together a pretty good estimate.
Steve Powers:
Yes. First of all thank you both. On the second part, Dave, I am actually less focused on the cadence and more just thinking about it in the aggregate. On an annualized basis, just kind of what benefit, if any, you have baked in for supply chain disruption catch up, number one. And then what that kind of net wraparound pricing is when you do the – we know what pricing you took last year, and then I want to just trying to quantify what that is net of the deflationary givebacks on an annualized basis?
Dave Marberger:
Yes. And I want to get because then you get into then you figure out volumes. And we just don’t – given the dynamics that Sean talked through, we just don’t want to get into getting very precise with exact volume and kind of the net impact on pricing. So, I think you know the drivers. You know the outcome that we are guiding to. So, we will keep it.
Steve Powers:
Okay. Yes. Fair enough. Thank you very much.
Dave Marberger:
Thanks.
Operator:
Our next question is from Bryan Spillane with Bank of America. Please go ahead with your question.
Bryan Spillane:
Good morning guys. Peter actually asked part of my working capital questions. That was helpful. I guess a follow-on to that is just thinking longer term about deleveraging and the 3x by the end of fiscal ‘26. That’s probably a year behind what we thought. Is there anything that you see now impacting free cash flow conversion or maybe how you will need to manage the maturity pay-down that sort of takes you a little bit longer to get to 3x?
Dave Marberger:
Yes. No. I – first of all, we put that out there. This is the first time we have actually put a date on the 30. No, we don’t see anything material that should impact free cash flow. I tried to give some good color on kind of how we are seeing ‘24. Paying down debt is our priority. So, I will be crystal clear on that. Given where interest rates are, we are about 88% of our debt is fixed, so we still have that 12% that’s variable. And obviously, with interest rates going up, it’s pushing 6% on the cost of that debt. So, paying that down is going to have a real cash financial benefit to us. So, we are very motivated to generate the discretionary cash flow and pay down debt. That’s our priority for ‘24 and really beyond.
Bryan Spillane:
And then is there anything on the working capital side from an inventory management perspective, I guess that’s the key source of the slight tailwind you mentioned? Is there anything we should be thinking about with pacing of working capital through the year, just as an extension on the working capital comment before?
Dave Marberger:
So generally, we finished ‘23 at the days on hand that we are very comfortable with, but we do have a seasonality to the business, too, right. So, when you look at the flow, we usually build inventory as we go through our first quarter into our second quarter. So, during the course of the year, you will see sort of an inventory build work capital build and then it comes back as the year progresses. But that’s our normal seasonality for Conagra.
Bryan Spillane:
Got it. Thanks Dave.
Dave Marberger:
Thank you.
Operator:
And our last question today will come from Matt Smith with Stifel. Please go ahead with your question.
Matt Smith:
Hi. Good morning. Wanted to ask a follow-up question on elasticities, I know that in the fourth quarter, your elasticities overall were in line with peers and below the historical level, but part of the consumer softening that we have seen has led to softer elasticities overall for Conagra and the total store. And more fiscally Conagra’s elasticity relative to peers has weakened and moved more towards the historical 1:1 level. So, when we think about the first half of the year and some of the comments you have answered to other questions, is that more in line with how you are thinking about guidance elasticity is holding near what we have seen more recently, or was some of the Americold and other disruptions in the fourth quarter impacting the current trends?
Sean Connolly:
No, I think you are looking at what you are calling elasticity is in far too simplistic a manner. You can’t calculate in elasticity by looking at total volume change, looking at total price change and saying that’s your elasticity because there are many factors that go into what happens with volumes. So, not to get too technical here, but elasticity analytics measure a consumer demand response to a change in pricing at a brand level and in a time period following that pricing action. And those analyses have consistently, including recently shown consumer response to brand level pricing actions has been benign compared to historical norms. That remains true for Conagra. It remains true for our peer set. As I mentioned in my prepared remarks, our elasticities, they softened a little in Q4, but they remain benign versus historical norms, and they are directionally ahead of the peer groups. The behavior shift I referenced, are a bit of a different animal. It’s not a consumer response to a particular brand’s pricing action rather it is a set of coping tactics more broadly to the overall higher cost environment. These tactics include things like just buying less for a period of time, the stuff I talked about there. So, you may look at that and say, well, the net of them both is that volumes are lower, that’s true. But if you really want to get into analytically what consumers are judging the value of a specific brand and product, you got to get into the more granular analytics whole science. And if you want to understand just the more macro consumer attitude and how they are coping with the cumulative effect of higher prices, that is you are going to get to different conclusions.
Matt Smith:
Okay. Thanks for that detail. Appreciate it. I will pass on.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to Melissa Napier for any closing remarks.
Melissa Napier:
Thank you for joining us this morning. Investor Relations is happy to address any follow-up questions that you may have. And we hope everyone has a wonderful day.
Operator:
The conference has now concluded. Thank you very much for attending today’s presentation. You may now disconnect your lines.
Operator:
Good day, and welcome to the Conagra Brands Third Quarter 2023 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note today's event is being recorded. I would now like to turn the conference over to Melissa Napier, Head of Investor Relations. Please go ahead.
Melissa Napier:
Good morning. Thanks for joining us for the Conagra Brands' third quarter and first nine months of fiscal 2023 earnings call. I'm here with Sean Connolly, our CEO; and Dave Marberger, our CFO, who will discuss our business performance. We'll take your questions when our prepared remarks conclude. On today's call, we will be making some forward-looking statements. And while we are making these statements in good faith, we do not have any guarantees about the results we will achieve. Descriptions of our risk factors are included in the documents we filed with the SEC. We will also be discussing some non-GAAP financial measures. These non-GAAP and adjusted numbers refer to measures that exclude items management believes impacts the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in the earnings press release and the slides that we'll be reviewing on today's call, both of which can be found in the Investor Relations section of our website. And I'll now turn the call over to Sean.
Sean Connolly:
Thanks, Melissa. Good morning, everyone, and thank you for joining our third quarter fiscal '23 earnings call. Slide 5 outlines what we'd like you to take away from today's call. Our top priority coming into fiscal year 2023 was margin recovery following the unprecedented environment of the last two years with COVID and the inflation super cycle. To facilitate that margin recovery, our focus has been on inflation-justified pricing, supply chain improvements and the pruning of low-margin volume, a strategy we have successfully deployed before and refer to as value over volume. And three of the way into the year, our plan is working. In Q3, we delivered our second consecutive quarter of strong gross margin recovery, our pricing execution continued to be excellent while elasticities remain muted and consistent. Our volume performance again led our near-end peers versus our pre-pandemic baseline and our supply chain continued to improve with service levels exceeding 90%. This improvement allowed us to rebuild inventories to appropriate levels and support most of the strong demand from our customers, but there were exceptions as we experienced temporary manufacturing disruptions in certain categories that prevented us from being in stock. Despite this, we had strong results in the quarter overall, and we are updating our guidance for the year, including increasing our expectations for adjusted EPS growth and tightening the ranges for net sales growth and operating margins. With that overview, let's dive into the results on Slide 6. We delivered organic net sales of approximately $3.1 billion representing a 6.1% increase over the prior year period. Our adjusted gross margin of 28.1% represents a 409 basis point increase over the third quarter of last year, and our adjusted operating margin of 16.9% represents a 321 basis point increase over that same period. Adjusted EPS rose 31% from last year to $0.76 per share. The year-to-date results underscore the strength of our performance with growth across all four metrics including 8.1% organic net sales growth compared to the prior year period and the robust margin improvements we set out to achieve at the beginning of the year. Slide 7 shows the sustained recovery of our gross profit margin for a second consecutive quarter. Again, this margin recovery was our top priority for the year. Why? Because our gross margins fund our innovation program, and that innovation has been the centerpiece of our playbook and our success in driving sustained category growth in our two strategic focus areas frozen and snacks. This recovery, therefore, means you should continue to expect a relentless stream of provocative innovation and brand-building support as we go forward. In fact, looking at Slide 8, you can see that Conagra is one of the only companies in our peer set whose gross margins are essentially on par with pre-pandemic levels. Importantly, our brand strength and innovation pipeline position us well to maintain solid growth and healthy gross margin going forward. As I mentioned at the beginning of the call, our sales growth was primarily driven by inflation justified price increases coupled with ongoing muted elasticities. Slide 9 shows the relationship between elasticities and price increases. As you can see, elasticities have remained remarkably consistent and benign over the last eight quarters, even as we increased the price per unit of our products to help offset ongoing COGS inflation. And Slide 10 shows our elasticities are among the best in the industry. The modest elasticities, which are well below historic norms and have remained consistent in the face of our inflation justified price increases are a testament to the strength of our brands, the execution of our pricing strategy and the limited impact of private label competition. Turning to Slide 11. As you can see, at the total Conagra level, retail sales grew by 5.5% compared to the third quarter of last year and by 24.7% compared to three years ago. To put some context around the 5.5% number, three points. First, there was a fair amount of noise in the year-over-year comps for the peer set in Q3. Some companies had a very weak year ago period due to supply chain challenges while we had pockets of real strength in the year ago period due to Omicron and strong customer support for products that had recently come off allocation. Second, we continue to prune low-margin volume, most notably resuming our opportunistic value over volume strategy on select brands. This included eliminating 10 for 10 promotions on both value tier vegetables and canned products such as Chef Boyardee and Hunt's Tomatoes. Third, we experienced manufacturing disruptions in certain categories that led to out of stocks in the quarter. Most notably impacted where our canned meals and sides businesses, specifically canned pasta, canned beans, canned chili and canned meat, all part of our grocery portfolio. In Frozen, we had one noteworthy disruption as our fish business was on allocation, which led to out of stocks during the peak Lenten season. This was due to a fire on our fish frying line as reported in our second quarter 10-Q. While these discrete issues suppressed our volume in Q3, the root causes have been largely resolved, and we expect volumes to rebound sequentially from here. Importantly, when you take the noise out of the short-term view and compare our growth versus the stable baseline of three years ago, you see our performance has been strong on both the top and bottom lines. Dampening the results versus this time period normalizes for the volatility across demand, inflation and supply chain throughout the pandemic and demonstrates that Conagra is a top performer among our peer set. Slide 12 details our top line performance on a three-year basis as measured over the prior 52 weeks and compared to our near-end peer group who are footnoted in alphabetical order at the bottom of the slide. Among this group, Conagra continued to rank second in dollar sales growth and first in unit sales performance just as we did in Q2. This remains true when you look at the same chart isolating the third quarter. And post-Q3, the syndicated scanner data has shown our unit sales trends improving. In fact, in the four-week period ending 3/25 are units ranked in the middle of our near-end peer group on a two-year CAGR basis. Our continued top-tier pricing execution and volume performance is made possible by the strength of our brands and the superior relative value that our products provide to the consumer. Let's take a look at our top line performance during the third quarter by retail domain, starting with Frozen on Slide 14. We maintained our momentum, delivering strong retail sales growth on both a one- and three-year basis, improving 4% and 23%, respectively. This growth was driven by a number of our key categories, including breakfast sausages and single-serve meals. It's worth noting that this performance comes on top of very strong performance for our frozen domain in the year ago period when the Omicron outbreak influenced consumers' in-home eating behavior. For example, single-serve deals grew 12% last year, creating a two-year stack of 18% in that category. Turning to Snacks on Slide 15. You can see a similar story. We drove a 7% increase in retail sales compared to the third quarter of fiscal '22 and a 39% increase over the third quarter of fiscal '20. The continued momentum in this domain is broad-based across a number of categories. Compared to last year, seeds was up over 22% and baking mixes and microwave popcorn both rose more than 10%. Meat snacks grew 6% year-over-year, building on top of the 22% growth in the year ago quarter, a period when meat snacks were coming off allocation and our customers were eager to fulfill demand for our leading products in this category. We also continued to drive growth in our highly relevant staples portfolio despite the discrete supply chain challenges in some of our canned meals and sides businesses that I noted earlier. Our staples portfolio increased retail sales 7% compared to the third quarter of last year and 20% compared to the same period three years ago. This growth was led by WIP toppings, which grew more than 18% on a year-over-year basis. Turning to Slide 17. While we experienced transitory supply chain friction, we also continue to make progress on our supply chain initiatives during the third quarter, which benefited from continued headway on our ongoing productivity initiatives, which remain on track to achieve the targets we outlined at our most recent Investor Day, and more moderate increases in COGS as anticipated. These improvements to our supply chain led to improvements in the service we provide our customers. While we're making good progress in supply chain, it's not back to normal and industry-wide challenges persist. However, we're recovering as expected, and we see more room for improvement as we advance our productivity initiatives, and the macro environment continues to normalize. Overall, we're confident we will deliver on our top line and margin guidance for the year, and we're raising our bottom line estimates. With that in mind, we are updating our guidance to reflect that we now expect organic net sales growth of 7% to 7.5%. We expect adjusted operating margin of 15.5% to 15.6%, and we're increasing our expectations for adjusted EPS growth to range from $2.70 to $2.75. Before I hand the call over to Dave, I want to reiterate our confidence in the path ahead. We have successfully executed pricing actions in response to inflation, that inflation is moderating, and elasticities remain remarkably consistent and benign. We're moving past discrete supply chain disruptions and continue to make progress on our margin expansion initiatives such as productivity and value over volume, all within an environment that is normalizing. And as we look at more recent scanner data, we are already seeing improvements in sales trends and we expect that momentum to accelerate through the end of the fiscal year. Overall, Conagra continues to benefit from strong brands, strong processes and strong people, which are all working together to drive sustainable growth and margin expansion. With that, I'll pass the call over to Dave to cover the financials from the quarter in more detail.
Dave Marberger:
Thanks, Sean, and good morning, everyone. I'll begin by discussing a few highlights as shown on Slide 20. We delivered another quarter of strong results, reflecting the ongoing strength of our brands and successful execution of the Conagra Way playbook. In the quarter, organic net sales increased 6.1% due to inflation-justified pricing and continued muted elasticities, as Sean discussed. Adjusted gross margin increased 409 basis points to 28.1%, and adjusted gross profit dollar growth was up 23.9% for Q3 and 17.8% year-to-date benefiting from higher organic net sales and productivity initiatives, reflecting our focus on margin recovery. This increase in adjusted gross profit contributed to strong adjusted EBITDA growth of 21.1% in the quarter. Let me breakdown the drivers of our 6.1% organic net sales growth here on Slide 21. We delivered 15.1% improvement in price/mix from our inflation-justified pricing actions. This price improvement was partially offset by a 9% decrease in volume. If you simply apply Conagra's current and historically favorable 0.54 elasticity factor to the 15.1% price/mix, you will see that elasticity explains approximately eight of the nine percentage points of the volume decline. The remaining one percentage point volume decline is mostly from the supply chain disruptions we've discussed. And given our elasticities have been running at these favorable levels for some time now, this level of volume decline has been planned in our fiscal '23 sales and gross margin projections. Slide 22 shows the top line performance for each segment in Q3. We are pleased with the continued net sales growth across all four reporting segments. Our domestic retail portfolio continues to perform well. With net sales in our Grocery & Snacks and Refrigerated & Frozen segments, up a combined 4.7%. Our International segment saw solid growth in the quarter with organic net sales up 9.5%. International reported net sales were up 7.7%, reflecting the unfavorable impact of foreign exchange. Finally, we continued to see strong recovery in our Foodservice segment, which grew 17.3% in the quarter. I'd now like to discuss our Q3 adjusted margin bridge found on Slide 23. As Sean discussed, we are pleased to have delivered a second consecutive quarter of strong margin recovery. We drove a 10.9% margin benefit from improved price/mix during the quarter and realized a 1.8% benefit from continued progress on our supply chain productivity initiatives. These pricing and productivity benefits were partially offset by continued inflationary pressure with 8% gross market inflation impacting our operating margins by 5.9% and a negative impact of 2.8% from market-based sourcing. Finally, higher investment in A&P and adjusted SG&A during the quarter reduced margins by 0.4% and 0.5%, respectively. Slide 24 breaks down our adjusted operating profit and margin by segment. While some supply chain challenges continued during the quarter, execution of pricing and improvements in our productivity and service levels allowed us to deliver adjusted operating margin expansion in each segment. Total adjusted operating profit increased 30.8% to $522 million during the quarter despite an increase in adjusted corporate expense primarily due to increased incentive compensation. It is worth noting that we delivered 321 basis points of adjusted operating margin improvement in Q3 versus a year ago, while incurring incremental transitory costs in our Grocery & Snacks segment due to the supply chain challenges we've discussed. Turning to Slide 25. Our Q3 adjusted EPS increased by 31% or $0.18 per share compared to a year ago primarily driven by higher sales and gross profit as well as from a small benefit in taxes. Our Ardent Mills joint venture performance continued to be strong and has wrapped strong results from a year ago. These positives were partially offset by higher adjusted A&P and SG&A as well as lower pension and post-retirement income and higher interest expense versus a year ago. You can see on Slide 26, how we are continuing to strengthen our balance sheet metrics. At the end of the third quarter, our net leverage ratio was 3.65x, down from 4.2x at the prior year period. Our net cash flow from operating activities reflects investment to rebuild our inventory levels. Improvement in our inventories has enabled us to improve service levels above 90%, and we are well positioned going forward in most categories to support sustained demand. Year-to-date CapEx was $267 million at the end of the quarter, down from $364 million in the prior year period, while year-to-date free cash flow increased to $436 million. We remain committed to returning capital to shareholders as evidenced by the year-to-date increase in our dividend payments and share repurchases. For the balance of fiscal '23, we will continue to evaluate the highest and best use of capital to strengthen our balance sheet and optimize shareholder value. As Sean mentioned, in response to our continued business momentum and ongoing operating dynamics, we are raising our fiscal '23 EPS guidance and narrowing our ranges for organic net sales growth and adjusted operating margin with only one quarter remaining in fiscal '23. Turning to Slide 28. I'd like to briefly discuss the considerations and assumptions behind our guidance. We continue to expect total gross inflation of approximately 10% for fiscal '23 and expect gross inflation to continue for the full calendar year 2023. We will update you at our Q4 earnings call in July with our inflation expectations for full year fiscal '24. We expect our net leverage ratio at year-end to remain approximately 3.65x and anticipate CapEx spend of approximately $370 million for fiscal '23. This number is below our original expectations due to the timing of certain projects. We remain committed to making capital investments to support our growth and productivity priorities with a focus on capacity expansion and automation. Lastly, we expect interest expense to be approximately $410 million and pension and post-retirement income to be approximately $25 million for the year, driven by the higher interest rate environment. Our full year tax rate estimate remains approximately 24%. To sum things up, we are proud that we delivered another strong quarter in fiscal '23 especially considering a supply chain environment that continued to present some challenges. Our service levels have improved and our margins continue to recover to pre-COVID levels, and we remain committed to executing on our strategic priorities to generate value for our shareholders. That concludes our prepared remarks for today's call. Thank you for listening. I'll now pass it back to the operator to open the line for questions.
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions] Today's first question comes from Andrew Lazar with Barclays. Please go ahead.
Andrew Lazar:
Sean, maybe to start off with something a little bit broader. I think we're all aware of what the more sort of negative narrative on the overall food group is at this stage, which is as food companies lap the pricing and organic sales will slow, companies will raise promotions to drive volume, and that will somehow compete away the margin recovery. And I guess I was hoping that in light of Conagra's results today and sort of the implicit fourth quarter EPS that looks to be a bit below the current street view. I guess I'm curious, how would you characterize your results sort of in the context of the group-wide narrative that I sort of just laid out?
Sean Connolly:
As I've said on these calls many times before, navigating these inflation cycles is pretty mechanical. You get hit with inflation, you take price, you don't reflect it right away, and therefore, you experience a lag, which compresses margins, but then pricing catches up and margins recover as you saw us start to do really materially in Q2. Then when you wrap these actions, dollar growth comes down and unit performance improves, both because elasticities wane and because you wrap the unit impact. So that stuff is all mechanical, and it's all predictable. I think what you're getting at is the big question then becomes what comes next. And the goal is obviously sustained growth. And the debate that you're poking at here is, well, what will the tactic be? And to me, that answer is crystal clear, especially for us, simply by looking at how we have pursued growth since I have been with Conagra. The answer in a word is innovation. Just look at our frozen performance it was 100% about innovation, premiumization, but ironically, also value over volume philosophy around actually eliminating low-quality promotion. So the question then becomes, why would Conagra suddenly or anybody else for that matter, suddenly believe that the opposite approach is now a smart growth strategy? That doesn't make a lot of sense to me. As far as, as Q4 goes, first, listen, as I said in my opening remarks, I feel very good about where we sit and our plan is working. Our margin recovery is in place, our elasticities remain benign and consistent, supply chain is improving, innovation is hitting the market, top line trends are improving. So in terms of the implied Q4 guide, we think it's prudent. Supply chain is improving but it's not all the way back, and our position all year has been to plan conservatively in this regard. And as far as unit volume goes, I think we gave you a lot of color on that already. But for those that are more inclined to focus on short-term trends, our eight-year unit CAGR in the most recent four-week period scanner data, which is ending 3 25 was right smack in the middle of our peer set and at levels that are entirely predictable as our muted elasticities kind of show you. So to be above that, either elasticities would have to be nonexistent or you would have to be shipping ahead of consumption. And the former is unrealistic, and the latter is not part of our playbook.
Andrew Lazar:
Right. Great. And then just I didn't hear -- just a quick one. I didn't hear any mention of the canned meat recall as impacting the quarter. And I'm pretty sure there was supposed to be some impact but maybe I got that wrong. And then I'll pass it on.
Dave Marberger:
Yes, Andrew. As we said in CAGNY, we expected a 50 basis point impact on Q3, and that's exactly what it did. It impacted us 50 basis points on sales, lost sales. We also had additional impact of around $8 million in kind of fees and just cost to bring the product back. That actually hits net sales and gross margin. So it's really both of those pieces. That did hit in Q3. Just to finish that point, I did say that, that would fully recover in Q4. One thing that has changed is we're really ramping up the replenishment on the shelf. So, we're not going to see that full replenishment of the 50 basis points we lost in Q3 come back in Q4. That's going to drift into the beginning of fiscal '24.
Operator:
Thank you. And our next question comes from Ken Goldman at JPMorgan. Please go ahead.
Ken Goldman:
I just wanted to ask a little bit about the guidance for the top line, just trimmed at the top end very slightly, not a huge deal, but just trying to get a little bit deeper into the reasons behind that. Is it mainly just the manufacturing issues that you had? Or are there other factors that we should think about as we look at that?
Sean Connolly:
Ken, I'll make a quick comment, and I'll turn it over to Dave. The manufacturing friction that we've run into, this is part of the reason why we've had a conservative outlook all year long is these things keep popping up. And for us, it happens to be fully isolated around cans. And whether it's Vienna Sausage or other things, it's a quality issue that we've had to deal with, getting cans where we need it to be a frankly, you've seen a those kind of issues pop up across the industry, in large part, tied to labor where you're dealing with a lot of inexperienced labor in companies and their suppliers that lead to these quality issues that sometimes you find before you produce the product, sometimes you find them after you produce the product. So that impacted Q3 and it will drift a little bit into Q4. The good news is we've gotten to the root cause of those things, and we've got them contained. So now we just got to get the remnant out of our system, so to speak. But again, that means the setup going forward as we do that, I think, is a positive and should become a tailwind. Dave, do you want to add anything?
Dave Marberger:
Yes. I mean, Sean hit it. Just to give you a little bit more specifics, as I just mentioned on the previous question, we do not expect now to see the bounce back from the Armour recall in Q4, that is going to drift into next year. That was 50 basis points that impacted Q3. And then category, Sean talked about, chilies, beans and then the impact of the frozen fish. These dynamics, we're working through that. It's improving, but we're still on allocation in some of those specific categories and actually SKUs. And so that is impacting Q4 as well on the top line. If you just think about it this way, if you look at the previous guidance, which was 7% to 8% for the full year, that implies a midpoint for Q4 of about 5.8% with the revised guidance for the year, that implies a midpoint of about 4.8%. So, that's about a 100 basis points of a decline in the Armour and then these other allocation issues with the brands I just mentioned are pretty much why.
Ken Goldman:
Okay. And then for my follow-up, you trimmed your CapEx outlook. You're hardly the only company to be doing that these days. I understand -- I think I understand the reasons why. I'm just curious, Dave, you mentioned it's more of a timing issue. I'm curious how delayed are those projects in general? And is it fair to say that nothing really throws your supply chain optimization plan off course? Or is there anything in there that's delayed as well?
Dave Marberger:
No, Ken. Just we're still on track with the commitments we made at our Investor Day on the $1 billion over three years. A lot of it is just normal timing. In this environment, we're still working through where things just take longer. If you're ordering certain materials and things that you need to execute these CapEx projects, they're just taking a little bit more time. So -- but it's not at all changing kind of the opportunities we see and the projects that we're going to target.
Operator:
Thank you. And our next question today comes from Pamela Kaufman with Morgan Stanley. Please go ahead.
Pamela Kaufman:
So just a question on the Q4 guidance. So at the midpoint, your updated full year guidance for operating margins, implies Q4 operating margins decline year-over-year, but you've seen about 180 basis points of operating margin expansion year-to-date. So what's driving that more cautious Q4 margin outlook?
Dave Marberger:
Yes, Pam. Let me get -- good question. So Sean had mentioned that our approach to guidance this entire fiscal year has been about being prudent. And it's because of the volatile environment we're in with the supply chain challenges and then the historic inflation in pricing. And we're continuing that approach for Q4. So we still expect inflection in our gross margins, but we are building in what I'll call a healthy level of contingency for supply chain friction costs in our cost of goods sold. Also just a more specific item regarding SG&A, we will be up in Q4 versus prior year and up versus Q3 absolute dollar levels. SG&A will be more in line with what we saw in Q2 in terms of SG&A dollars. So we expect to finish the year near that 9% in net sales level, and that's just timing. And then for EPS, we always forecast sort of a more moderate estimate for Ardent Mills. So that would be down versus what we delivered for Q3. So, they're really the key drivers. I think it's just we're taking a prudent approach to our guidance.
Pamela Kaufman:
Got it. And then just on gross margins, you've had very strong gross margin expansion year-to-date. How should we think about gross margins in Q4 and then into next year? Can gross margins continue to move above this 28% level? And how are you thinking about the contribution from your productivity investments?
Sean Connolly:
Yes, I'd say is we were deliberate in stating off the fact that our top priority this year was on gross margin recovery. And it kind of comes back to Andrew's point, why is that so important? Because gross margins fund our innovation program and our innovation program is how we drive high-quality sustained growth that can be margin accretive over time. This all hangs together. It's a simple concept. So if you think about what we try to do around here as a company and our playbook, it's all about perpetually improving our growth rates and improving our margins. And we do that in a variety of ways from the mix of our portfolio to our value over volume strategy to our relentless approach to innovation. That's what it's all about. So, we're not giving long-term gross margin guidance from here, but I would just say what we've always said, which is philosophically, our game plan is to drive a northward trajectory on sales and gross margins into the future.
Operator:
Thank you. And our next question today comes from David Palmer of Evercore ISI. Please go ahead.
David Palmer:
I wanted to ask you about your multiyear sales trends or how you're maybe thinking about that. This quarter, the sales trends were stable on a four-year basis. And your guidance implies roughly stable for your organic sales trends with that 5% or so organic growth in fiscal 4Q? I wonder if you see reasons for reacceleration in the multiyear trend into the first half of this upcoming year? You mentioned the supply chain maybe a point or so. And the reason I'm asking this is because stable four-year trends will get you to maybe flat to up 2% organic revenue by the first quarter, which I'm sure is not great news. So, I'm wondering about reasons for reacceleration beyond maybe that supply chain hiccup you mentioned?
Sean Connolly:
Well, David, we're not obviously going to get into next year's guidance today. But I'll come back to the mechanical point that I made at the beginning of the Q&A section here, we're going to go into this phase here where we start getting into Q1 and then Q2 and then Q3 next year where you really start to wrap on the pricing, and you're going to see dollars come down, but you'll see the unit declines that were tied to multiple waves of pricing tied to the elasticity start to rebound. So that's going to be a shift. That's going to be in everybody's next fiscal year, and it's going to be different for every company because every company started pricing -- so you're going to see that shift. And I think everybody's got to start to model for that and prepare for that because then when you get through that, you're going to be back to pretty much everybody's long-term algorithm. And for us is sales, that's low single digits. And so that's what we expect. And then we pursue that a variety of ways, the bulk of which is through innovation. Dave, anything else you'd add to that?
Dave Marberger:
Yes. But David, what you're poking at is true, right? So if you think about Armour, for example, where we had a recall, we pulled everything and now we're replenishing and some of that will drift into the beginning of fiscal '24. So when you have that, that's obviously going to be a tailwind, right, for the quarter. But that's what's made these last couple of years, so difficult because every quarter, there's different dynamics in terms of when different companies are on allocation and then when they get off allocation and what does that do to shipments versus consumption. And so it's hard to put a really big point on it, plus we're not going to get into detail on guidance until July. But conceptually, that's correct. When you're on allocation or you're out of stock and then you replenish, you are going to see a bounce back from that.
David Palmer:
I wanted to ask maybe one more, going to see, if you could comment a bit more on the inflation. You said you're expecting inflation for all of calendar '23. If that were up low single digits then you would be talking about a flat second half of calendar '23, meaning your first half of fiscal '24. So I'm wondering what type of inflation are you thinking about for -- as you enter into fiscal '24?
Dave Marberger:
Yes, David, we're going to give more detailed guidance on fiscal year '24 inflation on our July call. I think to do it now, I think, is a bit premature. What I can tell you is, as you've seen every quarter, our market inflation has been decelerating, okay? So the rate of inflation has come down, and we expect that to continue into Q4. We guided to approximately 10%, which implies about a 5.5% market inflation rate in Q4. In terms of the 8% that we saw in Q3, it's still roughly about 10% is materials, which is 2/3 of our cost, right, ingredients and packaging. So we are still seeing market inflation at a high level there, although it is coming down, as I mentioned. And then when you get into the manufacturing side with labor, that's more kind of higher -- mid- to higher single digits there. And then the transportation and warehousing has actually been kind of lower single digits. So that has been coming down stronger. So that's where we are now, but we're not going to give all that detail until we do it in the context of our full guidance for fiscal '24. I think that's the way we want to do it.
Operator:
Thank you. And our next question today comes from Nik Modi with RBC Capital Markets. Please go ahead.
Nik Modi:
Just question, Sean, on how you're thinking about the rolling off of the SNAP benefits and the impact obviously it has on just the overall packaged food space. Just curious, if you have any thoughts on states that rolled off last year and if you have any observations there? And then just tied to that, given how dynamic the promotional environment is and how savvy Conagra has been with digital, I'm just curious like how you think about measuring the ROI of some of that spend? Do you expect that kind of digital promotion side of the business to really start ramping in the back half of the year?
Sean Connolly:
Sure, Nik. Let's talk SNAP first. So out of the 50 states, we've got 18 rolled off of these -- they've sunset these emergency allotments previously and then you got 32 that just rolled off recently. So what do we know so far? What we know is that what we saw in terms of impact to our portfolio from the '18 was no material impact. And we've been tracking that for some time. I've mentioned this on calls before and we just not have not seen any material impact there. And I will give you, as I did last quarter, one perspective on why I think that's the case for our portfolio is we already do have really great value offerings within the Conagra portfolio. So if you've got more limited SNAP allotments it would seem logical to me that you would use them on the things that are inherently harder to afford. And our products are inherently easier to afford and that may explain why we've seen such modest impact. But you've got 32 states that have just recently come off. It's just -- it's brand-new data. We're going to -- we monitor this over an 8-, 10-week period, so we can see if there's any movement there, and we will do just that. But based on what we've seen in the '18 thus far, I just don't have a good rationale for saying that, that would be any different of a result. With respect to digital, I would say you used the word promotion. I think what we do is digital marketing. I mean we do literally do some digital promotion with our customers, where they shop online, things like that. And we invest in search to make sure people find our products. But a lot of what we do to drive buzz on our brands is what I talked about at CAGNY, which is really finding real people who use our brands to tell their story of how our brands fit in their life in their own words very authentically. We call those people irrefutable advocates. They live on TikTok, in Insta, things like that, and they -- we build relationships with them, and they tell our story. And -- it's incredibly efficient, which is why you see our A&P line look lighter than you see in companies that use traditional tools because it's far more efficient than traditional in-line media, which is not only expensive, but it's heavily ineffective. So we've done that. I just saw some new stuff for my team yesterday that's coming on a couple of our brands that I'm very excited about. And we're just going to continue -- this is an evolution in terms of this digital marketing and the irrefutable advocates. We love it. We think it works for us, and we're going to continue to drive it hard.
Nik Modi:
SP1 Great. And just one just quick question. How long do you think it will take to get back to fill rates that were in line with the pre-pandemic levels? I mean do you guys have any visibility or time line on that?
Sean Connolly:
We're -- frankly, we're there on some categories right now. So we gave you the north of 90% number, but this is a pretty vast portfolio, as you know. And so the way you should interpret that is that, that 90-ish number at the portfolio level has embedded in it in some categories and brands that are already back to which is best-in-class where we've already been. Equally, we have had manufacturing disruptions that we talked about quite a bit today that we're still on allocation or we're still replenishing stock on the shelf, and we have to do that before it's even in a scan. So you put those all together and you get that low 90 service level, the transitory stuff with the manufacturing disruptions we've got it contained, we're ramping it up. And so that average that we quoted today should improve from here. Dave, do you want to...
Dave Marberger:
Yes, just one thing to add, Nik, the -- our inventory levels and our days on hand, our safety stocks are finally back to pre-COVID levels where we want them. So we're in really good shape with our a couple of categories, which we've talked about, where we're still working through it. But overall, I feel really good about where we are now with our inventory levels.
Operator:
Thank you. And our next question comes from Peter Galbo with Bank of America. Please go ahead.
Peter Galbo:
Sean, I just wanted to clarify one of your comments. I think in your prepared remarks and talking about more of the recent Nielsen data you said you expected an acceleration kind of going forward in that data. But then if we just look at the 4Q guidance, obviously, there's a decel in the sales growth rate. So maybe you can just clarify that for us quickly.
Sean Connolly:
Well, what I'm really getting at there is relative to Q3. I mean, we -- as I pointed out in my prepared remarks, we had -- there's a lot of noise in the year-on-year quarterly data in Q3, both for us and peers. And we had some of the supply chain things hit us in Q3. So as we wrap some -- get past some of the unusual comps. We had some strong comps on big businesses in Q3. We move into Q4. The profile of the comps change on some of our big businesses, plus you'll see we get back in stock on some of these canned categories where we've had canned fish, where we've had some limited ability supply and those conspire to show improving consumption trends. So I referenced the four-week Nielsen's ending 3 25. Today, our units and our dollars, you've seen improvements, and that's a four-week number, right? So the fact that the staggering four-week numbers that come out every two weeks improve, are kind of showing you embedded in that is weekly data that is improving week after week after week. And that's really what I was referring to.
Peter Galbo:
Got it. Okay. No, that's helpful. And Dave, going back to the question around CapEx, obviously, understanding the timing. Just also understanding, like cash flow from operations is actually running a little bit behind last year. Maybe that's a timing mismatch on working capital but how we should think about free cash flow maybe through the rest of this year and particularly as we get into next year with some of the debt maturities that you have upcoming.
Dave Marberger:
Yes, absolutely. All of the cash flow from operations impact that you're talking about is from us building back our inventory levels. So, you'll see on our cash flow statement the increase in working capital related to inventory. And that gets back to the point I just made, where we are back to healthy levels with our inventory, great safety stock levels. So, we feel really good going forward. So as we get into especially Q1 of fiscal '24, we should be in an opportunity where you can start to see inventory as more of a tailwind versus a headwind. And it's just been investment to build back our inventories to the safety stock levels that we want to be able to execute our plan.
Operator:
Thank you. And our next question today comes from Alexia Howard with Bernstein. Please go ahead.
Alexia Howard:
Can I, first of all, ask about the surge in the foodservice side of things. It's obviously been strong for a while. Are there particular channels in there that are doing very well? I'm just wondering about the overall recovery on that side of the business. And then I have a follow-up.
Dave Marberger:
Okay, Alexia. Yes, we're really pleased with foodservice. Our sales were up 18%. We had just over a 1% volume decline. We've seen strength in a couple of different areas. Our commercial business has been up. We have a popcorn business, which was very healthy in terms of volumes in the quarter, and then obviously, the pricing. We've been able to pass on inflation justified pricing and we have not seen volume declines -- significant volume declines from that. So, the area, we're still focused on are margins. So, we've seen nice improvement in margins in Foodservice, but we still have some work to do to get back to the pre-COVID margin level. So another 200 to 300 basis points of improvement, and I'll be happier with the margins. But overall, we're really pleased with kind of how our Foodservice business has bounced back.
Alexia Howard:
Got it. And then as a follow-up, I'm just curious about the market share trends in Frozen. It looks as though things are down a bit in that part of the business. I'm wondering, if it's supply constraints? And how does that recover over time? Is that a faster pace of innovation as we roll into 2024 or marketing? Or would pricing actions be needed on or promotional activity be needed on that side of the business?
Sean Connolly:
Sure. Alexia, it's Sean. Yes, that is a great example of what I mean by noise in the quarter and year-on-year. I mean if you want to look at our sustained market share trends in Frozen since 2016, '17 when the innovation program really ramped up. It's been extremely strong consistently. And now we're wrapping a quarter where there is a bunch of noise in there. Let me just give you some examples of that. Omicron was last Q3, and we had businesses that performed especially single-serve meal exceedingly well during Omicron because people were staying home, they were having lunch at home, and so we had very big comps on some big businesses there. We also had competitors in Frozen in the year ago period that had major supply chain challenges and lost merchandising events where we picked it up also impacting our comps in the year ago period, and we did not repeat some of those this year. And then you got the fish fire issue. So there is a fair amount -- and I should mention value over volume on Birds Eye is one of the things that volumetrically is going to affect those numbers because 10 for 10 promotions, and our company has we've weaned ourselves off a promotion big time since 2015. In the last quarter, we were just over 20%. But until we hit this most recent inflation cycle, there still have been surgical 10 for 10 in our company's portfolio that were not very profitable. They existed in two places. One was in low-tier vegetables and the other was in some of our Shepherd's a good example. We have eliminated that practice. And this was the right window for us to do that, and we refer to that as value over volume. So as you've seen us do in the past, when we take that action, we will purge some low-profit volume out of our base, our margins will expand. We'll now have a much stronger base to build on with high quality, more premium innovation. And so that is one of the things we're doing at low-tier vegetables, getting out of that 10 for 10 business. So hopefully, that gives you some color. We feel awesome about our frozen business and the innovation pipeline we've got going forward.
Operator:
Thank you. And our next question today comes from Jason English for Goldman Sachs. Please go ahead.
Jason English:
First, Ardent Mills JV banner year this year on top of a great year last year. I know you're not giving guidance for next year, but maybe you can help level set us as we look to normalized year, what do you think the right level of earnings is to model for that business?
Dave Marberger:
Jason, it's a difficult question to answer. Ardent Mills is a great business. It's a newer business. It's been growing, and it really has two key components of its business. It's core milling and blending business where it creates great flours that it sells to customers and then it has more of a trading type business. And so that core business has continued to grow, the margins have expanded. They have great mix. They have great strategies to really drive the margins on that business and the sales. And they've also benefited from this environment and the volatility on their trading side of the business. And so the question comes down to what's that trading piece? I think that the center line of performance for Ardent Mills will continue to go up. It's just quarter-to-quarter, there can be more volatility just given the nature of the business.
Jason English:
Yes. Okay. Well, in the first quarter '21, you told me it was about $70 million was a reasonable number on an annualized basis. If the core business is growing, it sounds like it's north of $70 million. But clearly, well south of the 180-ish or whatever you're going to deliver this year somewhere in that range, I care, but any guidance in terms of where we're closer to?
Dave Marberger:
No, no, not at this point.
Jason English:
Okay. And then the performance this quarter was solid. Obviously, volumes soft, but no worse than expected, other than in Frozen, I mean, Frozen was a bit of an odd man out in terms of the relative underperformance of volume versus what we saw in Nielsen. You mentioned frozen fish. But can you unpack a little bit more of what drove the sharp sequential deceleration and the underperformance versus what we're seeing in Nielsen? And you mentioned you're pursuing a volume or value over volume, which makes sense. How are you rightsizing your manufacturing network to adjust for the lower volume throughput?
Sean Connolly:
Yes. Jason, I'll come back to kind of the things that I just shared with Alexia. If you're looking at year-on-year decel, you have to consider what was in the last year. So you got to look at it at a brand level, you got to pull out the Omicron stuff. It's probably even better to look at it on a two-year stack basis because you had Omicron strain in single-serve meals, you got weakness this year in fish. And then the bigger one is the right time to get off of the 10 for 10 promotions in Birds Eye is now because we're in a pricing cycle. And basically, the way to think about it is in an inflationary environment, you don't want to stick your promotion practices, especially these high-velocity promotions that are not very profitable. You don't want to stick to what where you were before an inflation super cycle. You have to move off that. And frankly, while these inflation cycles are painful for manufacturers to go through to a degree, sometimes they're actually quite good for you because they become a catalyst for getting your pricing right and getting off of legacy promotions that customers are very attached to that are low profitability. So just the timing is right for us to go further on that and on the business as I cited some of it in Frozen and some of it in our can business.
Operator:
Thank you. And our next question today comes from Rob Dickerson with Jefferies. Please go ahead.
Robert Dickerson:
Just one question for me. Just to stick on the Refrigerated & Frozen line of questioning. So Sean, profitability margin in that segment was clearly the highest, I think, we've ever seen and clearly, a huge step up year-over-year, a huge step up relative to Q1 of this year. It sounds like maybe there's some need over time to kind of increasingly invest in that side of the business. But at the same time, you're almost sitting at 21% op margin. So as we think forward, whether it's Q4 or next year or five years forward, would you say now you've kind of reached kind of a point of profitability on that business that maybe you would have expected coming out of the Pinnacle acquisition? And is that level of profitability sustainable or at least within some rational range factor again the volatility of the supply chain, et cetera. That's it.
Sean Connolly:
Rob, yes, saw a pretty massive expansion in that frozen refrigerated segment. And part of it was -- were things like the vegetable promotion decisions that we made that contribute to that. And it's one of the reasons why I always remind our investors before you get too focused on absolute gross margin numbers, focus on gross margin trajectory because through an investor's lens, that's I think what people want is they want gross margins that can sustainably move north. And so with our company and where we were even 10 years ago because of the lack of innovation and because of legacy prices that were stuck at certain levels or, in some cases, decades, you saw that structural margins had drifted lower. Well, by unwinding that under management, premiumizing the portfolio, we have the ability over time across all of our segments, we believe, to drive northward progress in our gross margins. And that is central to our strategy. That's what we're doing in frozen, and it's one of the things that contributed to the growth in the quarter. The only other color I would give on Frozen specifically is something I mentioned at CAGNY, which is to be very profitable in Frozen, you have to have scale. And we have been very deliberate over the last several years and continuing to build our scale in Frozen because when you've got scale, you can drive that profit and that margin improvement. And if you've got the innovation program that wins with consumers, then you've got the trifecta. So that's really our game plan.
Robert Dickerson:
And just to clarify, obviously realized you're not guiding for next fiscal year, but all of us have to put something in our model. So I'm just curious, if I look at that percent margin operating in Q3, it doesn't sound -- what you're saying is there's anything necessarily in there that was one-off that could have inflated that in a given quarter, that's basically kind of what you were managing toward that hopefully would be somewhat sustainable.
Dave Marberger:
Yes, Rob, this is David. I think that's fair. I think if you kind of step back and you just look at the last two quarters, and this applies to further apply to the entire domestic retail business. The gross margins have inflected why volume has been down 8.5% to 9%. So, we've been able to improve the margins with the volume decline because it gets back to the earlier point. We know, there's elasticities on pricing. So, we knew there was going to be volume declines and we planned for it, and it's all in the sort of the forecast for the margin. So, we don't see that materially changing. We're not going to give you a specific number, but I think those dynamics are right and that's why this value over volume approach is really important that we look category by category, and we understand the dynamics, and we focus on managing our margin as we manage the volume.
Operator:
Thank you. And ladies and gentlemen, this concludes today's question-and-answer session. I'd like to turn the conference back over to Melissa Napier for any closing remarks.
Melissa Napier:
Thank you very much for joining us this morning. Investor Relations is around for any additional follow-up questions that you might have. We hope everyone has a wonderful day.
Operator:
Thank you. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines, and have a wonderful day.
Operator:
Good morning, everyone and welcome to the Conagra Brands Second Quarter and First Half Fiscal 2023 Earnings Conference Call. [Operator Instructions] Please also note today’s event is being recorded. At this time, I’d like to turn the floor over to Melissa Napier, Senior Vice President of Investor Relations. Ma’am, please go ahead.
Melissa Napier:
Good morning. Thanks for joining us today for the Conagra Brands second quarter and first half fiscal 2023 earnings call. I am here with Sean Connolly, our CEO and Dave Marberger, our CFO, who will discuss our business performance. We will take your questions when our prepared remarks conclude. On today’s call, we will be making some forward-looking statements. And while we are making these statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of our risk factors are included in the documents we filed with the SEC. We will also be discussing some non-GAAP financial measures. These non-GAAP and adjusted numbers refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in the earnings press release and the slides that we will be reviewing on today’s call, both of which can be found in the Investor Relations section of our website. I will now turn the call over to Sean.
Sean Connolly:
Thanks, Melissa. Good morning, everyone. I hope you all are off to a happy and healthy start to the New Year. Thank you for joining our second quarter fiscal ‘23 earnings call. I’d like to start by covering some key points for the quarter on Slide 5. Despite our most recent wave of inflation-justified pricing, consumer demand for our products in the second quarter was strong as elasticities remained muted and well below historical norms. The ongoing durability of demand is a testament to the strength of our portfolio and demonstrates how the Conagra Way playbook has positioned our brands to continue to resonate with consumers even in an inflationary environment. The successful execution of our playbook is clear in our second quarter results. We drove a significant increase in our top line. We continue to have solid share performance across the portfolio, especially in our key frozen and snacks domains and we made excellent progress recovering both gross and operating margin. Operationally, we made good headway on our supply chain and productivity initiatives. While we are pleased with what we’ve accomplished to-date, our supply chain is not yet fully normalized. That will improve. And overall, we see a long runway of opportunity ahead. We also continue to prioritize strengthening our balance sheet while making strategic investments in our business and returning capital to shareholders. In short, Conagra had a strong quarter across the board. Given our positive results during the first half of fiscal ‘23, we have increased our expectations for the year, raising our full year guidance across all metrics, including organic net sales growth, adjusted operating margin and adjusted earnings per share. With that overview, let’s dive into the results on Slide 6. As you can see, we delivered organic net sales of more than $3.3 billion, representing an 8.6% increase over the prior year period. Our adjusted gross margin of 28.2% represents a 310 basis point increase over the second quarter of last year. And our adjusted operating margin of 17% represents a 237 basis point increase over that same period. Adjusted EPS rose 26.6% from last year to $0.81 per share. Slide 7 goes into more detail on our sales results on a 1 and 3-year basis. Given the timing when the pandemic and inflation began to impact our industry, we believe that the 3-year comparison provides important context to highlight the underlying strength of our performance. At the total Conagra level, we grew retail sales more than 10% on a 1-year basis and more than 26% on a 3-year basis. We are pleased with our solid share performance, including how our strong brands allowed us to largely maintain total company market share while taking several inflation-justified pricing actions, particularly during the past year. Notably, we have continued to drive robust share gains in key frozen and snacks strategic domains on both a 1 and 3-year basis. I want to spend a minute putting our sales growth in context. Slide 8 shows our performance over the past 3 years compared to our near-in peer group, including Campbell’s, General Mills, Kellogg’s, Kraft Heinz and Smucker’s. We have a great deal of respect for our peers, all of which have been navigating the same macro demand and inflation dynamics over the past 3 years. Among this group, Conagra ranked second in dollar sales growth and first in unit sales performance. It’s important to keep in mind that all of these peers have taken pricing actions to help offset inflation and Conagra is in the middle of the peer set in terms of the price per unit increases in this time period. It’s clear that consumers continue to appreciate the quality, convenience and superior relative value that our strong brands have to offer, which has enabled Conagra to perform extremely well on both an absolute and relative basis. Let’s take a closer look at our top line performance during the second quarter by retail domain, starting with Frozen on Slide 9. We maintained our momentum, delivering strong retail sales growth on both a 1 and 3-year basis improving 9% and 26%, respectively. This growth was driven by a number of our key categories, including breakfast sausages and single-serve meals, which both experienced double-digit retail sales growth compared to last year. Turning to Snacks on Slide 10, you can see a similar story. We drove a 14% increase in retail sales compared to the second quarter of fiscal ‘22 and a 41% increase over the second quarter of fiscal ‘20. The continued momentum of our snacks business is broad-based across a number of categories. Compared to last year, microwave popcorn was up 21%, seeds was up 18%, and meat snacks and hot cocoa both rose more than 14%. We also accelerated growth in our highly relevant staples portfolio, increasing retail sales 10% this quarter compared to the second quarter of last year and 22% compared to the same period 3 years ago. This growth was led by pickles and whipped toppings which grew more than 11% and 10% respectively on a year-over-year basis. As I have mentioned, our strong top line performance was primarily driven by inflation-justified price increases, coupled with ongoing muted elasticities. Slide 12 details the relationship between pricing and volume over time. As you would expect, increased pricing does have an impact on volume, both for Conagra and the total industry. However, you can see how elasticities have remained steady even as we have continued to increase the price per unit of our products to help offset ongoing COGS inflation. And as we detailed a few minutes ago, Conagra’s 3-year CAGR on unit sales performance leads its near-in peer group. The relatively modest elasticities, both compared to historic norms and our peers are a testament to the strength of our brand. Now that we have unpacked the relationship between price and volume and the resulting net sales, I’d like to spend a few minutes on the relationship between net sales and COGS and the resulting impact on our margin performance on Slide 13. Generally speaking, when a business has strong brands, strong processes and strong people, as Conagra does, it is able to navigate inflationary cycles in discrete, predictable phases. As we have detailed for some time, when unprecedented inflation increased our cost of goods, we took strategic pricing actions to help offset the rising costs. However, there was an inherent lag between when we implemented pricing actions and when we realized the benefits of those actions in our top line results. This pricing lag resulted in temporary margin compression. Furthermore, continued inflation extended this period of margin compression as new inflation-justified pricing actions led to additional lag effects. That is the dynamic we have experienced over the last several quarters as we continue to play catch-up by increasing price incrementally to account for the extraordinary extended rise in inflation. At the end of the first quarter, we reached a significant inflection point in the relationship between net sales and COGS, marking the end of the temporary margin compression phase in the beginning of the margin recovery phase. As you can see in the chart, inflation has begun to moderate in certain areas enabling our inflation-justified pricing actions to catch up to the rising costs. Slide 14 shows the impact this inflection has had on our gross margin results as continuously rising inflation weighed on our COGS throughout fiscal ‘22 and into the first quarter of fiscal ‘23, our margins were compressed. Now predictably, as pricing has finally caught up to COGS inflation, you can see the recovery of our gross margin to be more in line with pre-pandemic levels. While our gross margin can vary quarter-to-quarter due to a range of internal and external factors, the strategic pricing actions we have successfully executed, combined with moderating inflation and our strong brands, position us well to recover and maintain a healthy gross margin going forward. Of course, inflation remains elevated in many areas and we continue to closely monitor our costs, just as we have in the past. We will continue to take appropriate inflation-justified pricing actions as needed. Another key driver of our margin recovery is our supply chain performance shown on Slide 15. This is due to a combination of macro factors as well as the strategic initiatives we are executing to improve our operations. We made good progress on our supply chain during the second quarter, which benefited from improvements in the service we provided to our customers, continued headway on our ongoing productivity initiatives, which remain on track to achieve the targets we outlined at our most recent Investor Day, more moderate increases in commodity prices and improved inventory levels due to an increase in the availability of materials. The takeaway here is that we are pleased with the progress we are making, but industry-wide challenges do persist. There is more room for improvement as we advance our productivity initiatives and the macro environment continues to normalize. As a result of our strong performance this quarter and the first half of fiscal year 2023, we are raising our full year guidance for all metrics detailed here on Slide 16. We now expect organic net sales to grow between 7% and 8% compared to fiscal ‘22; adjusted operating margin to be between 15.3% and 15.6%; and full year adjusted EPS growth of 10% to 14% or $2.60 to $2.70 per share. Dave will provide more detail on the underlying assumptions behind these expectations. Before I turn the mic over, I want to summarize what I have covered today. Our strong performance during the first half of fiscal ‘23 was primarily driven by a combination of inflation-justified pricing actions and muted elasticities, reflecting the strength of our brands. Consumers continue to recognize the value our brands provide despite the higher prices, allowing us to gain share in key domains such as frozen and snacks. Our top line growth was coupled with encouraging progress in a number of different areas of our supply chain that enabled us to operate more efficiently. Together, these factors as well as improvement in the inflationary environment helped us recover our margins to near pre-pandemic levels. As a result of our strong performance, we are raising our full year fiscal ‘23 guidance for organic net sales, adjusted operating margin and adjusted EPS. Finally, we are looking forward to seeing everyone who can make it to CAGNY this year. We plan to host our annual kickoff dinner on February 20 and are scheduled to present the following morning. We will follow-up with more details on the event as we get closer. With that, I will pass the call over to Dave to cover the financials from the quarter in more detail.
Dave Marberger:
Thanks, Sean and good morning everyone. I will begin by discussing a few highlights from the quarter as shown on Slide 19. We are very pleased with our second quarter results, which reflect the ongoing strength of our business and successful execution of the Conagra Way playbook. For the quarter, we delivered organic net sales growth of 8.6%, primarily driven by inflation-justified pricing and muted elasticities. Adjusted gross margin increased to 28.2% and adjusted gross profit dollar growth was up 21.7%, benefiting from higher organic net sales and productivity initiatives. The increase in adjusted gross profit, combined with another strong performance from our Ardent Mills joint venture, contributed to adjusted EBITDA growth of 21.5%. Slide 20 provides a breakdown of our net sales. As you can see, the 8.6% increase in organic net sales was driven by a 17% improvement in price/mix, which was a result of inflation-justified pricing actions that were reflected in the marketplace throughout the quarter. This was partially offset by an 8.4% decrease in volume, primarily due to the elasticity impact from those pricing actions. However, the impact was favorable to both expectations and historical levels. Slide 21 shows the top line performance for each segment in Q2. We are pleased with the robust net sales growth across our entire portfolio. Net sales growth in our domestic retail portfolio remained strong, with our Grocery & Snacks segment and Refrigerated & Frozen segment achieving net sales growth of 6.8% and 10.5%, respectively. The difference between the organic and reported net sales performance in our International segment reflects the unfavorable impact of foreign exchange. I’ll now discuss our Q2 adjusted margin bridge found on Slide 22. We drove a 12.2% benefit from improved price/mix during the quarter, driven by the previously discussed inflation-justified pricing actions. We also realized a 1.3% benefit from continued progress on our supply chain productivity initiatives. These pricing and productivity benefits were partially offset by continued inflationary pressure with 11% gross market inflation negatively impacting our operating margins by 7.5% and a negative margin impact of 2.9% from market-based sourcing. As a reminder, as commodity prices rose quickly last year, we benefited from locking in contracted costs that were lower than the market. Even though we see commodity inflation moderating, we will not immediately realize a benefit to the P&L as our costs may remain higher than the spot market due to the timing of our contracts and when they roll off. Slide 23 breaks down our adjusted operating profit and margin by segment. As Sean detailed, our decisive inflation-justified pricing actions, coupled with improved service levels and productivity, allowed us to successfully navigate ongoing inflationary pressures and industry-wide supply chain challenges and deliver adjusted operating margin expansion in each segment during the quarter. We were also pleased that higher sales and productivity, once again, offset headwinds from inflation and elevated supply chain operating costs across all four segments in Q2. As a result of this continued strong performance, total adjusted operating profit increased 25.9% to $563 million during the quarter despite an increase in adjusted corporate expense during the period primarily due to increased incentive compensation. Slide 24 shows our adjusted EPS bridge for the quarter. Q2 adjusted EPS increased $0.17 or 26.6% compared to the prior year. This significant increase was primarily driven by higher sales and gross profit as well as a small benefit from a continued strong performance from Ardent Mills. Slightly offsetting these positives were higher A&P and adjusted SG&A compared to the prior year period as well as lower pension and postretirement income, higher interest expense and the impact of adjusted taxes. Slide 25 reflects the continued progress we made on our commitment to strengthening our balance sheet. Our net leverage ratio remained at 3.9x at the end of Q2, down from 4.3x at the end of Q2 in the prior year period. As we have previously communicated, Q2 is historically a heavier use of cash quarter from a working capital perspective. So we expect progress on our net leverage reduction to be greater in the back half of the year. With that in mind, we continue to expect to end the fiscal year with a net leverage ratio of roughly 3.7x. Year-to-date CapEx of $188 million decreased by $69 million compared to the prior year period, while free cash flow increased by $104 million year-over-year. We remain committed to returning capital to shareholders as evidenced by our payment of $159 million in dividends in Q2 fiscal ‘23 and $309 million year-to-date. The first half dividend increase of $27 million compared to the first half of fiscal ‘22 reflects the quarterly dividend rate of $0.33 per share. We also repurchased $100 million worth of shares in the second quarter and $150 million worth of shares year-to-date to offset most of the longer-term performance-based shares we estimate issuing. As we enter the second half of the fiscal year, we will continue to evaluate the highest and best use of capital to strengthen our balance sheet and optimize shareholder value. As Sean mentioned, we are raising our fiscal ‘23 guidance for net sales growth, adjusted operating margin and adjusted diluted earnings per share given our strong performance in the first half of fiscal ‘23 and expectations for a solid performance for the balance of the year. Turning to Slide 27, I’d like to take a minute to walk through the considerations and assumptions behind our guidance. We expect gross inflation to continue, but moderate through the remainder of the fiscal year, resulting in an inflation rate of approximately 10% for fiscal ‘23. Additional inflation-justified pricing actions that have previously been communicated and accepted will go into market in Q3. However, the magnitude of these pricing actions will be smaller and more targeted than previous pricing actions. As always, we will continue to monitor inflation levels and price as needed to manage future volatility. We anticipate CapEx spend of approximately $425 million in fiscal ‘23 as we make investments to support our growth and productivity priorities with a focus on capacity expansion and automation. Approximately $200 million of the $425 million was spent in the first half of fiscal ‘23. Lastly, we expect interest expense to approximate $405 million and pension and postretirement income to approximate $25 million for the year, driven by the higher interest rate environment. Our full year tax rate estimate remains approximately 24%. To sum things up, we are extremely pleased with our strong performance in the first half of fiscal ‘23, especially the recovery of Q2 adjusted gross margins to near pre-COVID levels. This, along with our expected continued positive business momentum led to raising our full fiscal year ‘23 guidance. Our strong performance amid such a dynamic environment would not be possible without the hard work of our entire team and reflects the ongoing strength of our brands and successful execution of the Conagra Way playbook. Looking forward, we remain committed to executing on our strategic business priorities and generating value for our shareholders. That concludes our prepared remarks for today’s call. Thank you for listening. I’ll now pass it back to the operator to open the line for questions.
Operator:
[Operator Instructions] Our first question today comes from Andrew Lazar from Barclays. Please go ahead with your question.
Andrew Lazar:
Great. Thanks very much. Happy New Year, everybody. Sean, obviously, you had expected and talked about sequential gross margin improvement as you move through the year. The 310 basis point jump certainly in gross margins is certainly far greater than investors were expecting. And I have to imagine greater than what maybe you were expecting internally. So I guess what was it that came in that much better in the quarter than you had anticipated? And I ask a sort of a view towards getting a better sense on really how sustainable these levels of gross margin are as we move through the year? Because as you have said previously you expected sequential improvement as the year progresses, so is this still the case from this new high level as we go through the back half of the year or are there any reasons to expect a step back? Thanks so much.
Sean Connolly:
Sure, Andrew. Yes, everything we’re seeing is very consistent directionally with what we’ve expected precisely as things come in by month, by quarter, there is a little bit of variability there. But I’d say, overall, I know these inflation super cycles are a complicated thing for our investors to unpack, which is why we always try to be instructive as to the predictable and mechanical way these cycles tend to unfold, if you have three things in place
Dave Marberger:
Yes. No, I think that’s a great explanation of the mechanics of this, Andrew. I think as you look at H2, we would expect that the gross margin change in the second half to be pretty consistent with what we saw in Q2 around that 300 basis points. And what I’ll point you to is – excuse me, you really need to look at the relationship of price/mix that we deliver each quarter versus the market inflation each quarter going back to the fourth quarter of ‘21. Conagra got hit with inflation earlier and to a much higher level than most food companies. And so we came out of the gate and it impacted our margin significantly, very quickly. So if you just look at fiscal ‘22, we had inflation every quarter that was 16% to 17%. And we never got to that level of pricing even in the fourth quarter. In fact, our pricing Q1 of last year was only 1.6%. So our pricing ramped up, but had not caught up to that significant inflation. Q1 of this year, our pricing was at 14%. Inflation was 15%, so we were getting close. This quarter, pricing, 17%; market inflation is 11%. So it’s the first quarter where we’ve actually seen the flip. And now that, that flips there, Sean had a chart in his deck. That’s when you see the margin recover. So we saw it in Q2, and that delta is, we expect it to continue as we go forward each quarter. Now I will call out Q2 for Conagra is our highest sales quarter. So the absolute gross margin of 28.2% is usually our highest. But in terms of looking forward, look at the delta that we delivered in Q2 as being a proxy before going forward.
Andrew Lazar:
Really helpful. Thanks so much.
Operator:
Our next question comes from Cody Ross from UBS. Please go ahead with your question.
Cody Ross:
Good morning. Thank you for taking our question. Two questions here. First one, you put up a slide showing how your unit sales on a 3-year CAGR basis are performing much better than your peers. What do you attribute that to?
Sean Connolly:
Well, as you know, Cody, we – going into COVID – at the beginning of COVID, we performed extremely well in the peer set. And I made the point then that, that was not entirely a function of just people being forced to eat in their home. It was in part due to the fact that we’ve taken one of the largest portfolios of food in North America and completely overhauled it in terms of modernization and makeover during prior to COVID hitting. So that when COVID hit, we had many, many new households that we’re finding all these new innovations for the first time. And as I pointed out repeatedly over the last couple of years, our repeat performance and depth of repeat with those new households that we’ve gathered has been remarkably strong. So you put all that together, along with the fact that a lot of these younger consumers that spend so much time eating away from home pre-pandemic are still eating in the home now because prices are so high away from home. That has conspired to lead to benign elasticities overall for our industry. And as we pointed out before, our elasticities not only remained low versus historical norms, but they are consistent and they are among the lowest, if not the lowest, in the entire peer group. So it’s always a function of your brand strength. And the other thing I would add is, recall, we spent a lot of time in the last few years exiting businesses that are more commoditized, where that were more susceptible to trade down and people – consumers shifting to private label. So cooking oil, peanut butter, liquid eggs, I could go on. We’ve done that. So we’ve done a lot of reshaping of the portfolio to be more resilient for a cycle like this, and we’re seeing it in the data.
Cody Ross:
Great. Thank you. And then I just want to follow up on gross margin here. You revised your inflation outlook down to about 10% from low teens, implying approximately 8% inflation in the second half. What gives you the confidence to lower your inflation outlook? Where are you seeing the most easing? Thank you.
Dave Marberger:
Yes, Cody. If you really look at this, you have to go back to the base, right? So when inflation started for us is similar to what I just said, inflation started hitting us in the fourth quarter of our fiscal ‘21. And then every quarter of fiscal ‘22, we were in the 16% to 17% range. So as we – as you look this year and we’re estimating 10% for the year, that may appear a little bit lower than maybe some others, but that’s off of a much higher base than others. So that’s just the percentages. In the quarter, we saw inflation in packaging. So our cans, and in some of the other packaging areas, some of the commodity areas like dairy and sweeteners and then vegetables, we do see inflation moderating in the protein area. You remember, particularly, poultry hit us hard. We are seeing that moderate. So as we go forward, we expect it to moderate, but it’s still off a very high base. And that’s our latest call based on the way we call inflation as market by market, we go through. And then remember, and you see this on our gross margin bridge, we have the sourcing component, right? So we always quote inflation as gross inflation based on market. And then based on how we lock it in with contracts or our hedges, the actual cost nets out in that sourcing line. So right now, for the quarter, our sourcing was a little negative just because we’re locked into some higher contracts in a couple of areas where the market has dropped.
Cody Ross:
Great. Thank you. I will pass it on.
Operator:
Our next question comes from Ken Goldman from JPMorgan. Please go ahead with your question.
Ken Goldman:
Hi, thank you. Good morning. I wanted to dig in a little bit more toward the – or on the operating margin guidance. And thank you for the help in terms of how to think about the gross margin in the back half, Dave. It seems just back of the envelope math that to get to where your operating margin will be sort of that mid-15s for the year. And given that you’re talking roughly about a 300 basis point increase continually in the gross margin that you’re going to have to have a step up in SG&A as a percentage of sales. And I’m just – a, is my back of the envelope math correct there? And b, what would cause that step-up as we think about going into the back half of the year? I assume, Sean, you’re not going to advertise a lot more given your history. I’m just trying to get a sense of how to think about that?
Dave Marberger:
Let me – why don’t I start and Sean, you can fill in. So Ken, from an SG&A perspective – and we had forecasted and guided at the beginning of the year that we expected SG&A to be increasing higher than sales and that’s indeed what we’re seeing. So if you look at Q2 and the increase in SG&A, that’s a reasonable estimate to estimate our H2 second half increase in SG&A. And that’s basically investments that we’re making in automation and in our people. And there is some incentive compensation increase in there, partially from this year, but partially wrapping on last year. So they are really the big drivers of SG&A. We are expecting A&P to ramp. So we came in higher this quarter at 2.4%. And we expect that to continue to ramp up in H2 as well. Sean anything to...
Sean Connolly:
Yes, the only – yes, on that, I would say, we do spend A&P, Ken. So we don’t do a lot of in-line TV because we don’t think it’s particularly effective. But we do spend A&P, and it does vary quarter-to-quarter depending upon the programs that we’ve got. As you know, it’s a lot of influencer type spend, digital spend, things like that. And so as we’ve got new innovations unfolding, we do back them based on the windows where we’ve got products coming to market. So there – you will see movements quarter-to-quarter in our A&P line, which syncs up – usually syncs up with the activity we’ve got planned in the marketplace. And frankly, when we got business momentum like this, we want – and we’ve got really exciting new innovation coming out that we will share at CAGNY. We do want to make sure we get those new products off to a good start with good awareness and good trial.
Ken Goldman:
Thank you. That’s helpful. Just a very quick follow-up to Dave’s comment about kind of extrapolating that 2Q SG&A out, Dave, are you talking about the absolute dollars that were spent in 2Q or the year-on-year change that we should kind of think about extrapolating?
Dave Marberger:
Year-on-year change, Ken.
Ken Goldman:
Great. Thanks so much.
Dave Marberger:
Yes.
Operator:
Our next question comes from Alexia Howard from Bernstein. Please go ahead with your question.
Alexia Howard:
Great. Good morning, everyone.
Sean Connolly:
Good morning.
Alexia Howard:
So two questions. The first one is a bit more of a take a step back. In my conversations with a lot of investors, people are commenting on the fact that you’re not getting – really getting a lot of valuation credit to your faster-growing Snacks business. And they also want you to get the leverage down, which I think you commented on in the prepared remarks. Surely one solution might be to dispose of some of your more mature categories. I’m just wondering how you’re thinking about some of those slower growth businesses, the non-snack areas and whether you might think of that being a way into addressing some of those concerns more quickly? And then I have a follow-up.
Sean Connolly:
Yes, great question, Alexia. We’ve said, since I got here that, we are going to pursue consistent improvement in our sales rate and consistent improvement in our margins. And we will do it three ways. we will strengthen the businesses we own. we will acquire new businesses that fit. And we will divest stuff that is a drag on our sales and our margin. And if you look at the sheer amount of [indiscernible] down to last 8 years, it’s right up there near the top of the list in terms of activity. So that’s part of our playbook. It will continue to be part of our playbook. We always look at that. And I always tell investors, if you’ve got an idea as to how we might reshape in a way that unlocks shareholder value, you can probably safely assume that we, prior – already thought about it and looked at it. Now with respect to the specific concept that you put out there, the way we look at things like that, particularly, when you’re talking about more material divestitures, we’ve done a lot of kind of one-off. But when you package up big chunks of the business, and you look at doing – started spending them out or selling them something like that, you have to look very carefully at what happens with stranded overheads. What happens with the fixed cost base of the company and does it flow back to that which remains and therefore, compress margins. Because you’ve got to be very sensitive to ensuring that these kinds of actions create value and don’t actually end up destroying value. And so that’s one of the things we look at. The other thing we look at is we are basically U.S. company and we have tremendous scale and scope within the U.S. And we think that scale and scope works very well for us in terms of our relationship with our customers, the importance of our total portfolio with our customers, and the ability to leverage part of our portfolio to do very strategic things in other parts of our portfolio, whether that leverage the cash flow or just leverage the fact that it’s – these are important items to shoppers. So we look at all of that stuff. We’re open-minded to anything that truly creates value. And that’s kind of our philosophy on that. It’s always in that way.
Alexia Howard:
Great. Thank you very much. And just a quick follow-up, promotional activity, are you seeing any shift in what retailers are expecting or is that all still very much business as usual at the moment, even though I think it’s a lot lower than it was before the pandemic?
Sean Connolly:
Yes. That’s a hot topic these days. Let me give you kind of our perspectives on that. First, let me say that from our vantage point, the competitive environment remains rational overall, and that’s usually a good thing. Second, until supply normalizes further, I just can’t see retailers pushing for deals that exacerbate out of stocks. That’s not good for retailers when their shoppers go over the store across the street to get the items that they couldn’t find in their stores. And the third, we are not opposed to smart promotions. In fact, we’re already doing high ROI promotions already, that’s kind of in line with our pre-pandemic levels from a frequency basis. At some point, we may be able to add a little bit more. But here, I’m talking about surgical – really strategically valuable, high ROI and frankly, often seasonal promotions, often holidays, that are emotionally important to our consumers. And in those instances, we want our brands in those promotions. But through COVID, some of those promotions were cut back on, given obvious supply challenges. Going forward, that will get better and some of those quality opportunities will reemerge. But I think the big point is we’re not talking about a surge of deep discount promotions here. That’s not been our playbook for at least 7 years now. And I just don’t see a lot of room for that.
Alexia Howard:
Great. Thank you very much. I will pass it on.
Operator:
Our next question comes from David Palmer from Evercore ISI. Please go ahead with your question.
David Palmer:
Thanks. Thanks guys. Slide 12, the one where you showed the price lag phase being followed by the margin recovery phase. I am wondering, how you think about the shape and the length of this recovery phase. It was five quarters or six quarters long on the lag phase. Do you see it playing out like a similar lines for the recovery phase?
Sean Connolly:
Yes. It’s interesting, David. In my office up on my whiteboard for the last year, I have got this little handwritten analysis I have done of the earnings power of a cohort of 10 units and how the P&L unfolds when you are faced with multiple waves of price of inflation, which require multiple waves of pricing. And as I have said to Andrew earlier, it’s very predictable, it’s very mechanical. What’s been unusual in this cycle is the sheer magnitude of the inflation super cycle and the number of waves. So, the reason – the shape of that curve on that slide, you see it is, because it reflects multiple waves of COGS inflation and the follow-on pricing effects. The sheer number of those waves is now slowing down. And that is why you are seeing the sharp recovery and sometimes it slows down faster than you might expect, which is why the recovery might come in faster. But overall, the mechanics of it are very predictable. If we got hit with another 18 months of five waves, it would kind of – that’s the rinse and repeat comment. The cycle starts all over again. I can’t find a lot of examples of that happening in history after a super cycle like this. So, I think what you are seeing now is a reflection of good execution on our part and kind of the beginning of the sun-setting of the super cycle. And that’s why we say we think we have got some runway from here as the supply chain continues to improve and productivity continues to ramp up. Dave, do you want to add to that?
Dave Marberger:
Yes, just to build on that. And David, back to something I said earlier, for H2 gross margins, we expect that delta of approximately 300 basis points to hold. So, that – translated to that chart, that just means that, that relationship for the second half will continue, right, where the sales per unit and the price per unit is above the cost because we are – we have already incurred that inflation. Our 3-year inflation number, when you use the 10% estimate for this year, is 33%. So, we have significant inflation that’s in our base. We are now catching up to that. So, that drives that margin improvement for the second half.
David Palmer:
Yes. And just a follow-up on that, in the – I am looking at the volume numbers in Grocery & Snacks, for example, but those were a little weaker than we would have expected. I wonder just, if you back up a second and say, in prep – what is the big worry that people would think of? Is that perhaps, there would be a need for promotion give back to stabilize volume in your higher price elasticity categories out there. Is there something that you are monitoring that would tell you that perhaps there would be a slamming of a door and a quick end to this recovery phase? Are there things that you are really watching out for? And perhaps – just leading the witness a little bit on the Grocery & Snacks, is that volume concerning to you at all in that area?
Sean Connolly:
Yes. Let’s talk about it. First, no door slam, okay, so what we are seeing right now is very consistent with what we expect. And it was an excellent quarter. And things are unfolding the way we would expect. With respect to Grocery & Snacks volumes, Grocery & Snacks volumes came in right where they should have come in, given the magnitude of pricing we have taken in the first half of this year. Now, in terms of what you are observing, good eye, the shipment numbers look about 2 points worse than what you might expect given the elasticities that we have talked about. That does not reflect a Q2 phenomenon. That reflects strong shipments in this segment in Q2 a year ago. Why was that, because that’s precisely when we came off allocation on a handful of brands in G&S. And our customers, as you can imagine, these are good strong brands, we are quite eager to replenish their inventories. So, that’s – when I look at that number, I see about 2 points of what might look like an excess drop on in volumes. It’s entirely about the year ago period, nothing about right now. So net-net, what keeps us up at night, it’s the stuff that we can’t predict. It’s like a return of some kind of new COVID strain or more unexpected friction and supply chain because you can’t get materials from suppliers, things like that. As we have said, we are making good progress in supply chain, but it’s not perfect yet. We still have more junior people. Our labor situations got significantly better, but we have got newer employees who are still ramping up the learning curve. These are the things that drive the volatility. And it’s led us to have our year-to-go outlook stay in a range, I would describe as prudent given that we are making progress. But it’s not all the way back to right. Dave, you want to add to that?
Dave Marberger:
Yes. I would just add. I think David, when you start looking quarter-to-quarter and then at the segment level, because these are shipments and there is timing, you are going to get some dynamics. I would just pivot and say, if you look at our first half, we are shipping at 9%, and consumption is 10%. So, we have always said, we shipped the consumption. That’s what’s happening. We feel good about where we are with retailer inventories. We feel good about our own inventories, the elasticities as we showed on the chart are at that sort of 0.5 level and they have been there. And that’s the entire portfolio. So, you do get some dynamics quarter-to-quarter, which Sean, described. But generally, we are tracking in line with consumption.
Sean Connolly:
Yes. Before we go to the next question, I want to come back to volumes for a second, because this is a really important one for folks to get right as you think about assessing kind of where we are, is it a good guy or a bad guy. To accurately assess volume performance across a cohort of companies, you have to look at total scanned volume change over time for the whole peer set. And as you saw on Slide 8, Conagra ranks number one in our peer group in terms of volume and resiliency over the past 3 years, which is, obviously, a testament to our brand health. And as I have said in my prepared remarks, there is always some elasticity when you price as much as we have cumulatively, but those elasticities have in fact been relatively benign and remarkably consistent and they have been lower than our peers, lower. That’s the data. So – but in any given quarter and in any good segment, frankly, you may see more or less volume impact based on the recency of the pricing actions that you take. And as you know, we took a lot in Q1 and in Q2. But overall, we are in very good shape in the absolute and versus others. And don’t forget, over – as we have said many times, over time, these elasticities tend to wane as consumers adapt.
David Palmer:
Thank you.
Operator:
Our next question comes from Max Gumport from BNP. Please go ahead with your question.
Max Gumport:
Hey. Thanks for the question. I am wondering beyond price elasticities, which can sometimes be a bit of a blunt measurement of the reaction of consumers to price increases, especially given the broad-based nature of pricing across the industry. I am wondering if you have seen any changes in the degree or ways in which consumers are trading down. For instance, from food-away-from-home to food-at-home, from branded to private label or to more value branded products or maybe between grocery categories? So, I am just curious what you are seeing on that front and how you would expect this dynamic to develop from here? Thanks.
Sean Connolly:
So, Max, I think it’s pretty simple. The first big trade down is the trade down from away-from-home to at-home. If you are looking at consumers over $100,000 a year income, you are still seeing they are going out to eat. But below that threshold, it’s not where it was pre-pandemic. So, one of the reasons – a big one of the reasons why you see muted elasticities across the sector on average is because there has been – there was a trade down into at-home eating during COVID. And that has not fully reverted to away-from-home because the prices away-from-home have gone up so high that it’s a better value to continue to eat in home as people are trying to stretch their household balance sheet. And we are the beneficiary of that. And it shows up in muted elasticities. When you double-click down from there, within grocery, what you see is there is trade down taking effect. And if you look at private label by category, you can see that in certain categories, they are making progress. Those categories almost, always tend to be categories that are more highly commoditized. So, things like in food, like cooking oil. And outside of food, things like ibuprofen. When a consumer knows it’s a single ingredient product and one is a lot cheaper than the other, the switching costs are lower. It’s easier to make the trade down. So, that is happening. The good news for us is we don’t have a lot of those categories. We have had them. We exited them. And now our private label interaction is lower than average in the space. And on a strategically important stuff that’s really vital to our go-forward cash flow, things like frozen, our snacks categories, we have got very strong relative market shares, very little private label alternative, and that’s one of the reasons we continue to thrive.
Max Gumport:
Great. Thanks very much and one follow-up. It looks like you took your CapEx guidance down from $500 million to $425 million. I am just wondering what’s driving that change? Thanks very much.
Dave Marberger:
Yes. Max, that’s all timing. We are still prioritizing investing in capacity and automation in our supply chain, which we have talked about. So, that’s all just timing for the fiscal year.
Operator:
Our next question comes from Pamela Kaufman from Morgan Stanley. Please go ahead with your question.
Pamela Kaufman:
Hi. Good morning.
Sean Connolly:
Good morning.
Pamela Kaufman:
Just had a follow-up to your last response, in general, it seems like the softer macro backdrop this year creates a favorable environment for your business and for food-at-home consumption. So, as consumers look for savings, can you just talk about how your categories and how frozen dinners have performed in prior recessions? And how are you leaning into this opportunity and highlighting the value to consumers?
Sean Connolly:
Yes. Our frozen business has been unbelievably strong. And I don’t think you can compare it at all to the 2008 period, the financial crash because the category looked totally different. We started doing a massive overhaul of the frozen section of the grocery store, Conagra did in 2015, starting with frozen single-serve meals. And we completely changed the way those products show up to the consumer in terms of food quality, packaging quality, sustainability, etcetera, etcetera. And since then, we have driven a massive amount of growth for retailers in the frozen single-serve meals category. And Conagra has accounted for somewhere in the neighborhood of 90% of that growth. So, we have almost singlehandedly done it. What we are doing now is keeping the momentum in frozen, in single-serve meals where we have been so successful because there are structural things in place that have only furthered the opportunity there. Things like more people working from home during the week, that obviously contributes to more breakfast and more lunch, vacation at home where these products fit. So, we are capitalizing on that. The other part of our strategy is to continue to – we have got a great suite of brands, continue to extend them into adjacencies like multi-serve meals, appetizers, snacks, desserts, novelties, things like that. There are a lot of zip codes in the frozen space that still have opportunity to be overhauled, the way we have overhauled frozen single-serve meals. And that’s a big part of our go-forward strategy. And one of the things that’s going to help create value with this portfolio, along with this awesome snacks business that we have got. And we will talk about both of these very strong, attractive portfolios in frozen and snacks in quite some detail at CAGNY.
Pamela Kaufman:
Great. And just on the supply chain, it sounds like it’s getting better, but there is still room for improvement. Can you talk about where you still see supply chain challenges, and where there is room for improvement, where are your service levels today versus targeted, and how much gross margin recovery can those drive on top of the improvement that you saw this quarter?
Sean Connolly:
Yes. Let me – it’s Sean. Let me tackle that, and Dave, if I miss anything, jump in. But we were absolutely seeing meaningful progress in supply chain. But you got to remember that the industry has continued to see operating challenges, including labor across the end-to-end supply chain has not abated. You are hearing that from me. You are hearing it from my peers. So, it is possible for Conagra to make meaningful progress. But also to see – continue to see pockets of friction. In terms of specifically whether we think productivity is improving, and we are pleased with the progress on our supply chain initiative, service levels, and fill rates have continued to improve over prior year. In the second quarter, our fill rates were over 90% by the end of the quarter. On average, in some categories, frankly, were well above that and more back to normal, which is an awesome sign. Productivity initiatives remain on track. But the point we are making here and one of the reasons for our guidance is, progress isn’t necessarily going to be linear. Productivity savings aren’t fully offsetting input cost increases from commodities volatility, things like labor, transportation costs and other supply chain inefficiencies since the supply chain is not yet fully normalized. We – on labor, we have filled more positions. We are seeing less turnover, but because our labor force, as I mentioned a few minutes ago, is less experienced, it’s still efficient. But obviously, that’s going to improve as these newer employees crash the learning curve. So, that’s kind of what we are seeing overall. Dave, do you want to add anything or I hit it?
Dave Marberger:
Yes. I would just add to your question about margins. So, if you look at the Q2 bridge that we have in the deck, the operating margin bridge, you see the productivity and other cost of goods sold at plus 1.3% of margin points. And once we get to a more normalized supply chain operation, we would expect that to improve. We are not going to give specific numbers, but that’s where you would see it in the margins.
Pamela Kaufman:
Got it. Thank you.
Operator:
And our next question comes from Robert Moskow from Credit Suisse. Please go ahead with your question.
Robert Moskow:
Hi. Thanks. Sean and Dave, one of the major concerns I hear from investors is that the top line trends are so robust right now, are going to dissipate by the end of the year, because you are going to lap the vast majority of the pricing actions that you have taken. But you did talk about more sequential pricing that’s going on right now. So, I guess I would like to know, by the end of the calendar year, and I know it’s – you can’t talk about fiscal ‘24, but by the end of the calendar year, do you think they will still be in kind of like mid-single digit pricing territory given where pricing is today in fiscal 3Q? And then lastly, maybe you can talk a little bit about the retail reaction to all the price increases. The rhetoric seems to be getting a little more combative on the margin. And I wanted to know if you thought there is any changes in those negotiations. Thanks.
Sean Connolly:
Alright. Let me try to hit each of those. And Dave, if I miss anything, jump in. With respect to dollar sales and the year-on-year growth, putting up 9%, whatever. That’s not just as a reminder. That’s not our long-term algorithm, right. That is a function of kind of where we are in this inflation super cycle. So, that’s not going to be the go-forward run rate on sales forever and that goes without saying. In terms of the pricing that we have taken, we took price in early Q1. We took – that’s pretty meaningful. We took price again in early Q2 that was pretty meaningful. And then we are taking price again, I would say, more surgically in January, call it, for Q3. That’s kind of what’s been negotiated with our customers. That’s what’s in place. There is nothing else beyond that to talk about right now, but pricing, again, isn’t window-based, it’s principal-based. So, if we continue to see waves of inflation, reemerge, then we will do what we have got to do. In terms of retailer reaction, let me give you just a couple of thoughts on this. Number one, with respect to the margins, our margins and the good quarter we just had on margins, I think it’s really important to remind everybody, we are talking about margin recovery following a period of pretty meaningful margin compression. So, that’s kind of point one. And point two is, we have been really clear with our retail partners that, a, all of the pricing we have taken is justified by COGS inflation. And b, margin recovery is as important to them as it is to us, because we need to recover our margins in order to sustain the innovation program that has driven category growth for these retailers in important aisles like frozen, as I mentioned just a minute ago. And then the third point I will make is, with respect to inflation from here, it’s still with us, right. So, we are calling 10% on the year. It’s not deflation. It’s sustained inflation. And that’s just an important reminder that we are not looking at a deflationary period. So, that’s got to factor into the retailer conversations as well. Dave, anything you want to add there?
Dave Marberger:
Yes. Rob, I would just say, we are not going to comment on calendar year. But if you just look at – again, it goes back to looking quarter-by-quarter in the prior year, and what our price/mix was by quarter. And as you look at last year, last fiscal ‘22, each quarter, our pricing ramped up, right. So, H1 last year, our price/mix was roughly 4.5%. H2 of last year, it was about 11%, right. So, as we look at H2 this year, we are wrapping on a much higher price number. So, you could expect that the price/mix component of our H2 to be lower because we are wrapping on an 11% versus 4.5% in the first half. So, that’s the way to think about it, but it’s – that’s the same thing happening with inflation as well. That’s why that margin increase – that gross margin increase I talked about earlier, we expect to continue.
Robert Moskow:
And given that you have revised down your inflation outlook, is there any discussion about also revising down some of the price increases?
Sean Connolly:
No. Because a revised down inflation outlook does not mean costs have dropped to below where they were prior to us taking pricing. In fact, it’s still a 10% full year outlook lower than that in the back half, but it’s still inflationary. And by the way, compared to the normal range for the industry of 2% to 3% inflation when you are talking 8%-ish inflation, that’s a big inflationary year. So, to the contrary, it leads you to think more about future price increases than it does price rollbacks. In categories, there are true pass-through categories, when you get down to a true category level, we would just not – the category went, but coffee as an example. Coffee is one of those categories. It’s a pass-through category. Pricing comes up, you take it up. Pricing comes down, you take it down. It can’t be deflationary. We are not experiencing deflation on average by – across the board.
Robert Moskow:
Got it. Thank you.
Melissa Napier:
So, thank you everyone. We are at time. Thanks again for joining us this morning. And we are looking forward to seeing you all at CAGNY next month.
Operator:
And ladies and gentlemen, with that, we will conclude today’s conference call and presentation. We thank you for joining. You may now disconnect your lines.
Operator:
Good morning, and welcome to the Conagra Brands First Quarter Full Year 2023 Earnings Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. Please note that this event is being recorded. I would now like to turn the conference over to Melissa Napier. Please go ahead.
Melissa Napier:
Good morning. Thanks for joining us for the Conagra Brands first quarter fiscal 2023 earnings call. I'm here with Sean Connolly, our CEO; and Dave Marberger, our CFO, who will discuss our business performance. We'll take your questions when our prepared remarks conclude. On today's call, we will be making some forward-looking statements. And while we are making these statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of our risk factors are included in the documents we filed with the SEC. We will also be discussing some non-GAAP financial measures. These non-GAAP and adjusted numbers refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in the earnings press release and the slides that we'll be reviewing on today's call, both of which can be found in the investor relations section of our website. I'll now turn the call over to Sean.
Sean Connolly:
Thanks, Melissa. Good morning, everyone, and thank you for joining our first quarter fiscal ‘23 earnings call. Let's jump right in with what we want you to take away from our presentation shown here on Slide 5. Overall, Conagra delivered strong first quarter results. We had robust net sales growth across our portfolio, mainly due to the impact of our inflation driven pricing actions coupled with ongoing limited elasticities. We continued to gain market share at the total portfolio level, particularly within our strategic frozen and snacks domains and drove solid profit improvement during the quarter. We also saw another strong performance from Ardent Mills, as effective management enabled the joint venture to continue capitalizing on volatility in the wheat markets. Our supply chain productivity continued to improve. However, we experienced some internal and external operational challenges during the quarter like many of our peers. These challenges led to both increased costs and inefficiencies, which more than offset the benefits from improved productivity and impacted our business in the quarter. I'll unpack this later in the presentation. We also continue to strengthen our balance sheet improving our leverage ratio during the quarter, while investing in our business and returning cash to shareholders. Finally, our solid start to the year reaffirms our confidence in the fiscal ‘23 guidance we announced last quarter. With that backdrop, let's dive into the results shown on Slide 6. As you can see, in the quarter, we delivered organic net sales of just over $2.9 billion, representing a 9.7% increase over the year ago period; adjusted operating margin of 13.7%, which is down slightly compared to last year as a result of the supply chain inefficiencies I mentioned a moment ago; and adjusted earnings per share of $0.57, 14% higher than what we generated last year. Slide 7 breaks down our strong sales performance during the quarter. At the total Conagra level, retail sales grew by almost 9% compared to the first quarter of last year and just over 24% compared to three years ago. Our momentum continued as we gain share in the marketplace demonstrating the valuable connection our brands have with consumers. These share gains are most pronounced in our frozen and snacks domains, which increased share 0.8 percentage points and 1.5 percentage points on a one and three year basis respectively. Diving further into our top line performance by retail domain, you can see on Slide 8 that frozen generated a significant acceleration of quarterly sales growth on a one and three year basis of 8% and 27% respectively. Clearly, our focus on catering to consumer preferences for convenience, quality and great taste continue to resonate. Similar to prior quarters, this growth was led by key categories such as plant-based protein and single serve meals which along with breakfast sausages increased sales by double-digits compared to the first quarter of fiscal '22 while gaining market share from our competitors. Our snacks domain also continued to deliver strong sales growth on a one and three year basis shown here on Slide 9. Compared to the first quarter last year, snacks retail sales increased 13%. And as you can see, we have delivered sustained growth versus the period three years ago, including 36% in the most recent quarter. In particular, we saw significant growth in sales of microwave popcorn, which increased more than 20% compared to the prior year. Our highly relevant staples domain also accelerated sales growth increasing 8% compared to the prior year and 15% versus three years ago. This was driven by strong performance in single serve dinners and entrees, with toppings, pickles and canned tomatoes. Slide 11 highlights the relationship between price and volume over time. As I mentioned on last quarter's earnings call, we continue to take strategic pricing actions during the first quarter to help offset ongoing COGS inflation. As you would expect, pricing has driven some volume elasticities both for Conagra and the overall industry. This tends to be most acute in the immediate aftermath of new pricing and wanes over time as consumers adjust. As you can see at the bottom of this slide, our net elasticities have remained nearly flat over the past few quarters. These relatively modest elasticities both compared to historic norms and our peers are a testament to the strength of our brands. As we monitor the impact of our pricing actions on volume, we also look at the relative impact between branded foods and private label. As you can see on Slide 12, private label has increased its dollar share of certain categories on average since 2019, including a jump in share gains at the beginning of this calendar year. However, it's worth noting that those share gains are much more modest in the categories in which we compete. We're confident that the continued investments in our brands as part of the Conagra Way will ensure they continue to resonate with consumers. These important efforts combined with our limited exposure to private label will help us retain the market share we've gained during the pandemic. Before I turn the call over to Dave, I want to talk about Conagra's supply chain and both the improvements and inefficiencies I referenced earlier. As I said, our supply chain continues to make progress. Pricing actions we implemented in the quarter and over the last year were largely able to offset continued inflation and our service metrics continued to improve in Q1. While we're pleased with what we've accomplished to date, our supply chain is not yet fully normalized. We've continued to see some discrete inefficiencies pop up that resulted in higher costs in Q1. I'll give you two examples to illustrate this. In our Foodservice business, we identified an off-spec finished good issue while producing product for a customer. We disposed of the product and lost manufacturing time during our diagnostic. This pulled sales and gross margin below where they should have been. My second example is in our canned chili and beans businesses, where late in Q1, we found cans that were off spec. No product was recalled. And while production is now backing -- back up and running properly, the lost inventory effect will linger into Q2 impacting volumes and margins. The point is, these types of challenges can result in downtime needed to determine and solve the root cause of the issue as well as proper testing to ramp production back up, that lost time can result in higher costs and less production. Looking ahead, we're not expecting these discrete supply chain interruptions to disappear overnight as the external environment remains dynamic. But despite these transitory disruptions, we are making good progress in the supply chain with core productivity continuing to improve. Accordingly, we remain committed to our operating margin target for the year and to the productivity targets we announced at our Investor Day in July. In summary, we're off to a strong start in fiscal ‘23, fueled by robust top line growth as a result of inflation driven pricing increases and muted elasticities. Operationally, we continue to make progress in our specific areas of focus. For the balance of the year, we're planning for the operating environment to remain dynamic. While we expect consumer response to our brands to stay strong, we are planning for this quarter's volumes to be impacted by the supply chain disruptions, I just outlined and from our most recent wave of inflation driven pricing introduced to the market in early Q2. However, as I covered earlier, we expect this elasticity to wane over time. And while inflation remains persistent, we are starting to see moderation in certain areas and anticipate relief for commodities as the year unfolds. Overall, we're off to a great start, but one quarter doesn't make a year and we remain focused on delivering for our customers and consumers. We continue to see a clear path to achieving the guidance we issued for fiscal ’23 behind the strength of our brands and ongoing productivity initiatives leading us to reaffirm those targets. With that, I'll pass it over to Dave.
Dave Marberger:
Thanks, Sean, and good morning, everyone. I'll begin by discussing a few highlights from the quarter as shown on Slide 16. Overall, we are pleased with our start to fiscal ’23 and remain confident in our ability to achieve our full year guidance targets. We delivered strong organic net sales growth of 9.7% in Q1, reflecting the continued relevancy of our portfolio to consumers. Adjusted gross margin came in at 24.9% in line with expectations. Adjusted gross profit dollar growth was up 7.1% benefiting from higher organic net sales and continued progress on supply chain productivity initiatives, although supply gain operational challenges did impact our business as Sean referenced. The Ardent Mills joint venture continues to operate as an effective inflation hedge as favorable market conditions and effective management drove another strong quarterly performance reflected in the equity earnings line and contributing to adjusted EBITDA growth of 9.1%. Turning to Slide 17. The 9.7% increase in organic net sales was driven by a 14.3% improvement in price mix, a result of continued inflation driven pricing actions. This was partially offset by a 4.6% decrease in volume, primarily due to the elasticity impact from those increases. The small headwind from the impact of foreign exchange was the final contributor to net sales during the quarter. Slide 18 shows the top line performance for each segment in Q1. As mentioned, we are pleased with the robust net sales growth and continued share gains across our entire portfolio, particularly within our domestic retail businesses. Our Grocery and Snacks and Refrigerated and Frozen segments achieved net sales growth of 10.5% and 9.6% respectively. The unfavorable impact of foreign exchange was reflected in the net sales decrease for our International segment. I'd now like to spend some time discussing our Q1 adjusted margin bridge found on Slide 19. We drove a 10.5% benefit from improved price mix during the quarter, reflecting previously communicated pricing actions. We also realized a 1.2% benefit from continued progress on our supply chain productivity initiatives, which is net of operational inefficiencies Sean discussed. These price and productivity benefits were muted by continued inflationary pressure with 15% gross market inflation impacting our operating margins by nearly 11%. Market-based sourcing had a negative margin impact of 1.6%. As commodity prices rose quickly last year, we benefited from locking in contracted costs that were lower than the market and have rolled off this quarter. As a reminder, even when commodity inflation eases, we will not immediately realize a benefit as our costs may remain higher than the spot market due to timing of contracts. This is transitory and a product of a dynamic operating environment. Slide 20 breaks down our adjusted operating profit and margin by segment. We were pleased that higher organic net sales and supply chain productivity drove increased adjusted operating profit growth across three of our four segments in Q1. The strength of our Grocery and Snacks segment stands out on this slide, with adjusted operating margin in the segment increasing by 90 basis points compared to a year ago. Although Refrigerated and Frozen operating margin was down 21 basis points in Q1, this segment's gross margins were better than Q4 gross margins, demonstrating gross margin inflection that we expect to continue year to go. Inflation, supply chain pressures and elevated operating cost headwinds offset higher sales and realized productivity in our Refrigerated and Frozen, Foodservice and International segments. Before unpacking adjusted EPS on Slide 21, I'd like to provide some context on the goodwill and brand impairment charges that impacted our reported numbers. During the quarter, we made the decision to reorganize the reporting structure for certain brands in our Refrigerated and Frozen segment. In connection with these changes and in accordance with GAAP, we conducted an evaluation of goodwill for impairment. Given the increases in the current interest rate environment, which has further increased from the rates we recently used in our standard Q4 impairment testing, a higher discount rate primarily drove the non-cash goodwill and brand impairment charges of $386 million for the quarter in reported SG&A expenses. The charges are not shown on the slide because they do not impact our adjusted numbers, but all reconciliations can be found in the tables at the back of this presentation. Our Q1 adjusted EPS increased $0.07 or 14%. Higher sales and gross profit, Ardent Mill's strong performance and a slight benefit from adjusted taxes were the primary positive contributors to our adjusted EPS performance in the quarter. These positives were offset by higher adjusted SG&A from the comparison to lower incentive compensation in the prior year's first quarter, as well as lower pension and postretirement income and higher interest expense. You can see how we are continuing to strengthen our balance sheet on Slide 22. At the end of the quarter, our net leverage ratio was 3.9 times, down from 4 times at the end of fiscal ‘22. We expect to end fiscal ’23 with a net leverage ratio of roughly 3.7 times. Keep in mind that historically Q2 is a heavier use of cash quarter from a working capital perspective. So we expect progress on our net leverage reduction to be greater in the back half of the fiscal year. CapEx decreased by $30 million year-over-year to $125 million during the quarter, while free cash flow increased $138 million from negative $15 million in Q1 ‘22, partially due to the accelerated receipt of outstanding receivables as we capitalized on certain customer payment terms. We paid $150 million in dividends in Q1 fiscal ’23 an increase of $18 million compared to Q1 a year ago, highlighting our commitment to returning capital to shareholders. And we repurchased $50 million worth of shares in the first quarter, in line with our stated objective of offsetting dilution from our share based incentive compensation plans. We will continue to evaluate the highest and best use of capital to optimize shareholder value as we progress through the fiscal year. Once again, we are reaffirming our fiscal ’23 guidance across all metrics given our strong quarter and expectations for solid performance for the balance of the year. Before opening up the call for questions, I want to walk through the considerations and assumptions behind our guidance. We continue to expect the inflationary environment to persist, but moderate through calendar year ‘23, which will result in a low-teens inflation rate for our fiscal year ’23 weighted towards the first half of the fiscal year. We also expect previously communicated pricing actions in light of these costs to become effective early in the second quarter, likely causing volume to decline. We recently communicated some additional pricing that will be effective in Q3. However, the magnitude will be smaller and more targeted than previous pricing actions. As always, we will continue to monitor inflation levels and price as needed to manage future volatility. We expect CapEx spend of approximately $500 million in fiscal '23 as we make investments to support our growth and productivity priorities, with a focus on capacity expansion and automation. Finally, we anticipate interest expense to be roughly $410 million and pension and postretirement income to be approximately $25 million for the year, driven by the higher interest rate environment. Our full year tax rate estimate is approximately 24%. To reiterate, we are pleased with our strong start to the year and remain confident in our outlook for fiscal ‘23. Our ability to deliver solid results amidst such a dynamic environment is a testament to the hard work and skills of our team, the strength of our brands and our execution of the Conagra Way playbook. Thank you for listening. That concludes our prepared remarks for today's call. I'll now pass it back to the operator to open the line for questions.
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Andrew Lazar from Barclays. Please go ahead.
Andrew Lazar:
Thanks very much. Good morning, everybody.
Sean Connolly:
Hey, Andrew.
Dave Marberger:
Good morning.
Andrew Lazar:
Hi. I've got two questions. I guess first off, have you seen any change in sort of volume trends elasticity or retailer reaction since the new pricing has come into play in 2Q or since announcing the more targeted pricing for 3Q? And again, are you just sort of being, I guess, more prudent in the way you're forecasting your sort of volume and elasticity going forward? Just trying to get a sense if anything has changed that you see that we don't see like let's say in the data yet?
Sean Connolly:
Sure. Andrew, here's how I think about elasticities, do we had this materials and they are benign and they are stable. And we kind of shared this concept of stable net elasticities. And the way to think about that is, that is basically the combination of waning earlier pricing elasticities being offset by elasticities associated with more recent pricing, but the net effect is flat and benign elasticities this far into an inflation and pricing cycle, I view that as very, very positive news. As we mentioned at our Investor Day, our elasticities have consistently been better. And by that, I mean, more benign than our peers and that reflects the strength of our brands and the important work we've done to modernize our portfolio. Now as you look ahead and this may be nuanced, but it's an important nuance, at this point, given how stable our elasticities have been, I expect continued strong elasticity coefficient, but we are pricing more of the portfolio. So those coefficients apply to a larger volume based which is why we've planned for some incremental volume weakness. It's not that the elasticity coefficient has changed it's that that benign elasticity is now being applied to a broader piece of the portfolio. So that's why as you look at in the industry, as you look at competitors that have pricing and dollar sales that go from plus 7% to plus 14% to plus 20% you're going to see volumes move directionally along with that. But what you've seen in our company and more broadly is that the volume effect is quite modest compared to anything that we've seen historically. And I think most important, it's been very stable from an elasticity coefficient standpoint.
Andrew Lazar:
Great. Very helpful color. And then, I guess, I want to go a little bit deeper on gross margin. It's improved sequentially, I think, for the past sort of five quarters. I think you had previously said that fiscal 1Q was really the quarter where Conagra would see the largest sort of mismatch, right, between pricing and cost of the year in ‘23. So I guess, could we see gross margins start to expand year-over-year starting in fiscal 2Q, as the Street still has lower gross margins year-over-year? And I guess if not, why would that be? I understand some of the operational issues, but you had some of those in 1Q, but margins still came in better than the Street was looking for. So any color on that I think would be helpful because again we're trying to get a read on for you and the industry sort of the timing around the potential for actual margin recovery as opposed to just covering the sort of the dollar cost, if you will?
Sean Connolly:
Yeah. Let me tell you how I think about kind of margins overall, then Dave getting a little bit more of the detail here. But margins are heading in the right direction and we expect that to continue. But it's not necessarily a straight line because obviously the external environment remains dynamic. If you think about last quarter, we saw year-on-year margin expansion in Grocery and Snacks and Foodservice. This quarter, we gave a little of that back in Foodservice due to the transitory operational issue I discussed a few minutes ago, but we made good progress in Frozen and Refrigerated. And plus core productivity is in a good place. So you take all of that and couple it with strong brands, broad-based pricing and benign and stable elasticities that I just mentioned. And overall, I'd say it bodes well. Dave, do you want to build on that?
Dave Marberger:
Yeah. Sure. So, Andrew, we don't give specific quarterly guidance, but we do expect sequential improvement in gross margin and operating margins moving forward based on the assumptions we have now. We expect the highest percentage of inflation for the fiscal year in the Q1 we just delivered. So we expect the percentage will moderate moving forward. We're seeing the full magnitude of pricing from fiscal ’22 in the quarter, but we also took pricing during Q1 and we've taken additional pricing at the beginning of Q2. So we will see the full impact of that starting in Q2. And we also expect to see some gradual improvement in our net productivity as the supply chain and service levels continue to normalize. So all those things give us confidence that we'll improve our margin sequentially moving forward.
Andrew Lazar:
Thanks very much.
Operator:
The next question comes from Ken Goldman from JPMorgan. Please go ahead.
Ken Goldman:
Hi. Thank you. You reiterated your outlook for low-teens COGS inflation this year. I don't think it was expected that you’d alter this outlook. But, Sean, you said you're seeing some maybe initial relief in some areas and we can surely see that chicken and pork prices have dropped and those are two areas that were -- maybe troublesome for you in the past. So I guess I'm curious as we think about some of the COGS tailwinds, are there any other key drivers that have become more difficult, I guess, recently that would offset that. I guess I'm asking in a nutshell, are you more optimistic or pessimistic about cost inflation in general for the year than you were a quarter ago? Thank you.
Sean Connolly:
Ken, I'll make a brief comment and turn it over to Dave. We're seeing some green shoots obviously in some commodities and I think that does bode well. We are obviously much longer into an inflation cycle than anybody hoped we would be. This thing is persisted longer than ever. But I do see positive things shaping up. But as you can imagine, when you contract in some of these commodities, those contracts don't necessarily drop off. At the very minute, you start seeing positive news on the forward curve. So that negative sourcing factor is -- it's just a reality of being at the end of one of these cycles. And the good news is, I feel good about how our purchasing team has managed this because when you're coming to the end of an inflation cycle, you don't want to be overly long, right? And I think the team has done a very good job of that. Dave, do you want to add any more color?
Dave Marberger:
Yeah, for sure. So regarding inflation, Ken, Q1 came in largely in line with the art market estimate that we had, which that's the first time that's happened in several quarters, right? The market has just continued to be very volatile. So we like to believe that that's a proxy for a little bit less volatility moving forward. The inflation estimate for the full year is still low teens. So that's a double-digit number off of two years of very high inflation. So it's not like we're in a deflationary environment. But we feel like that we use our market indicators, we feel like that we've adequately estimated and planned and built some conservatism into our forecast for this. So, listen, the last year and a half has told us that things can change very quickly. But based on Q1 coming in where we thought based on our forecast, based on procurement that Sean just talked about with a very strong team. As we sit here today, we feel good about our estimates and how it will affect each quarter going forward.
Ken Goldman:
Thank you. And then a quick follow-up. One of the -- I'm sure you hear this all the time, the more bearish cases on the industry is that your customers, as their consumers start weakening and maybe as vendor gross margins start to improve, but some of those retailers will start to demand a bit more from you and your peers, whether in the form of higher promotions or in store advertising. So we really haven't seen an indication of this taking place and I think your tone today would suggest you're not either, but I'm just curious if you're seeing or hearing any talk in the industry or any talk in your categories about your competitors getting more aggressive on price and promotion or your customers kind of pushing back a little bit as these list prices continue to rise. It doesn't seem like we're seeing it in the data, but as Andrew said before, sometimes the data don't tell the whole story. Thank you.
Sean Connolly:
Yeah. Ken, I think the two most common words I've heard from customers in the last year plus is supply surety. That is the priority. Making sure that we can continue to get our service levels moving in the right direction so that they've got the products in stock. They don't want to go through out of stock. Especially now as we're about to enter the holidays, that's a particularly sensitive period. So if you think about it with the supply chain not yet fully normalized across the industry, I think the last thing anybody wants to do right now is drove fuel on the fire and exacerbate inventory issues out of stock issues, things like that. So I think the environment remains pretty rational right now and I have no reason to believe that's not going to continue for the foreseeable future.
Ken Goldman:
Thanks so much.
Sean Connolly:
Thank you.
Operator:
The next question comes from Jason English from Goldman Sachs. Please go ahead.
Jason English:
Hey. Good morning, folks. Thanks for squeezing me in.
Sean Connolly:
Good morning.
Jason English:
You mentioned service levels still subdued. Can you give us an update on where they stand and how that compares to where you were maybe last quarter?
Sean Connolly:
Actually, Jason, service levels have improved pretty dramatically. It's quite positive. So moving in the right direction, getting north -- during the peak of COVID, you saw service levels in CPG even broader and food drop into some companies were down in 50s. And recently, you've seen companies back up over 90%. So that's -- it's category specific. So you can't kind of assume that, that's everywhere. We still have certain categories where our demand is just so strong. We'd like to be cranking out more volume and selling more like Slim Jim. But I'd say here's how to think about supply chain overall. There is clear progress happening in supply chain. It's at Conagra. It's across the industry, and it's improving. Service levels have materially improved, as I just said. Core productivity is tracking well. Clear progress. Is it flawless? No, it's not flawless, as you heard. Some things keep popping up, as we outlined. So the external environment remains dynamic, and that's why we think it's prudent. And you heard some of our comments on commentary on Q2, we just want to take a prudent stance forward looking to say, look, we are going to be taking some more pricing. That's broader on the portfolio. That'll have some even modest impact tied to it. And we've got -- we're going to assume that the supply chain dynamism continues for a bit longer. We just think that's the right way to handle it this close into the year. But overall, service levels, to your point, are making real progress.
Jason English:
And Sean, as you continue to improve, would you expect promotional activity to improve with it?
Sean Connolly:
I think we're quite a ways from that. And to the degree it does, Jason, a couple of things to keep in mind about our company. If you look at our volume base, and you say what percentage of the total volume is promoted, it's one of the lowest levels of promotion in the industry. And as you know, that has been a deliberate part of our playbook, but we're not opposed to promotion. We do some promotion, and we do it on certain brands, and we do at certain times of the year because it drives incremental volume. A good example of that is the work we do around holidays and promotion because it's kind of binary. If you're not on promotion on holidays, you're going to miss some sales, and we'll take those sales because that's pure ROIC. So we're very -- we've become very focused on very selective pursuit of promotion and a high ROI focus on promotion and we're probably at record lows right now. At some point, that'll come up modestly, but I'm not anticipating any kind of material change.
Jason English:
Understood. Makes sense. Thanks for your time. I’ll pass it on.
Operator:
The next question comes from Bryan Spillane from Bank of America. Please go ahead.
Bryan Spillane:
All right. Thanks, operator. Good morning, everyone. So two quick ones for me. The first one and it is maybe just getting back to the issues that, Sean, you called out with -- in Foodservice and in the can, chili and beans. Just can -- and maybe, Dave, you can do this, just can you give us some sense of just the magnitude, how much it impacted volume or revenue and the impact on margins? Just trying to tease out how much better things would have been if you didn't have these issues.
Dave Marberger:
Yeah, Bryan. Why don't I take that? So if you see in our margin bridge that we had in the deck that the realized productivity in other COGS was plus 1.2%. So clearly, those two issues impacted that. I'm not going to give a specific amount, but our core productivity that's in that number -- as you know, we shoot for about 3% of cost of goods sold, which equates to, when you look at margin, about 2.2%. So 2.2% margin improvement would be what our core productivity is, and we came in at 1.2%. So that's about 1 percentage point of impact. Now that wasn't just the things Sean talked about. We also had some other things and absorption and different things that hit. But Sean just gave you a couple of examples that are in all of the things that gave us a headwind against that kind of core productivity number. So we're pleased about core productivity in the plants. We're making great progress. It's just some of these isolated things that we look at as transitory are kind of headwinds to that number.
Sean Connolly:
Yeah. And Bryan, we know the markets you guys are looking for to say, are we making progress here and obviously, an important one for all of us is our margins. And last quarter, as I mentioned, we had filed a collection procedure (ph) a year ago on two of the four segments. At that time, we said we expect the other two segments to inflect positive. As we move through this year, we, of course, still do, but we gave up a little bit of ground in Foodservice in the quarter. And while -- it's one of the reasons we wanted to put a little color on some of these examples is Foodservice is not a big piece of the portfolio, but this issue in Foodservice that popped up impacted Foodservice. So it's why you see some of the directional volatility. There are specific root causes behind it that you don't anticipate in advance that we want to pop up, and we don't want that to be read as there's something more systemic happening in Foodservice, and we gave up ground for some broader reasons. That's not the case. It's tied to the -- in that segment the instance that we described in the prepared remarks.
Bryan Spillane:
Okay. And then just one other follow-up is just given the recent Hurricane Ian in Florida and the impact there, anything that we should be thinking about with regard to, I guess, this quarter, either pull forward of sales or any impact on operations? Just anything we should be thinking about there?
Sean Connolly:
Bryan, I don't think so. That's a really tough one to call because obviously, some people, unfortunately, are not in a position where they can shop right now or their stores might be closed. And so you can argue that there might be miss sales because of that. By the same token, maybe their pantry inventories were obliterated and have to be replenished in the future. So it's just too early to know exactly what that looks like. And in the scheme of the whole national business, I don't anticipate that, that would be a material disruption one way or another. Dave, do you want to add?
Dave Marberger:
Yeah. And just the last part of that, there was no material impact on our operations as a result of the hurricane.
Bryan Spillane:
Okay. Thanks, guys.
Sean Connolly:
Thank you.
Dave Marberger:
Thank you.
Operator:
The next question comes from Robert Moskow from Credit Suisse. Please go ahead.
Robert Moskow:
Hi. Thanks for the question. Actually, a few small ones. Was there any benefit from reloading inventory in the quarter? I think you mentioned it as a headwind inventory de-loading and forth, so I want to know about that. Also, I took a peek at 2Q last year. It looks like there was a pretty sizable hedging benefit, maybe 200 basis points in 2Q last year. Do you think that will be a 200 basis point headwind this year as a result of the duration of hedges?
Dave Marberger:
Why don't I start? Sean, you can jump in, add any color. On your first question, Rob, we continue to ship in line with consumption. So if you -- look, in Q1, we shipped a bit ahead of consumption, but when you look at the percentages, but if you look at Q1 a year ago, we shipped a little bit below. So when we look at our days of supply numbers with retailers and the retailer inventories, we are in line with where we've been in prior year and where we expect to be. So we don't see any significant kind of issue with retailer inventories right now. We're right where we want to be, and we're basically shipping to consumption. So there's no kind of loading or deloading dynamic right there. In terms of your second question, yeah, we -- as you saw in the first quarter results, we did have negative sourcing, right, because we come off favorable contracts. So that will continue to happen. That's all baked in our estimates that we give, right? So we estimate market inflation and kind of where we were locked in, when those contracts or hedges come off. So that's all part of the forecast that we gave. So I'm not going to give a very specific number that you asked. But generally, that's how we forecast and plan it for the full year.
Robert Moskow:
Okay. Just a quick follow-up maybe for Sean. I think the plan is to increase A&P spending this year, but it was flat in the first quarter. Is anything getting shifted into the next three quarters?
Sean Connolly:
Yeah. Let me start that, Rob, and then I'll flip it over to Dave here. I think the intent behind the question is, are we -- do we have a good plan in place to support our brand-building activities? And the answer to that question is clearly, yes. Just look at our results with dollar sales over the past 52 weeks versus three years ago, I think we're up over 19%, while volumes over that same period are roughly flat despite quite a bit of pricing. So the brand support that we've got out there is strong. And for those of you who are listening who did not watch our Investor Day presentation, I would direct you to the presentation from Darren Serrao on how we think about brand building broadly because A&P is a piece of it, but it's only a piece of it. And I think that was very instructive. With respect to where we sit on the year on A&P, Dave, you want to kind of describe how it's unfolded in Q1 and how it unfold from here?
Dave Marberger:
Yeah. Sure. So we had given guidance that we expect A&P will grow above our organic net sales for the full year. So this is a timing thing. We expect A&P will ramp up year to go. If you just look at where we came in at Q4, if you look at A&P in Q1 versus Q4, we're up $16 million or over 30% just on a kind of sequential basis. So we expect A&P to ramp up year to go.
Robert Moskow:
Thank you.
Operator:
The next question comes from Cody Ross from UBS. Please go ahead.
Cody Ross:
Hey. Good morning. Thank you for taking our question. I just want to go back to your pricing actions that you noted to be effective in 3Q. Can you just describe how much is it, what parts of your portfolio it is in and then how much is locked in at this point?
Sean Connolly:
Hey, Cody. It's Sean. We're not going to get into details on the specific ZIP codes of the pricing for, obviously, for competitive reasons, but these are very surgical pricing actions on parts of the portfolio. It's not a broad-based action across the whole portfolio. And so again, we've got meaningful pricing happening now in Q2 and then more surgical actions later. And we don't know what's going to unfold after that. If we need to, we'll take additional action, but that is the plan right now. The good news, as I pointed out earlier, is that the elasticity coefficients just haven't budged. I mean they are flat as a pancake, as I showed you in the presentation. And they're low overall. And that's encouraging given how many waves of pricing have already been experienced in the marketplace. That is -- those coefficients are a reflection of the consumer response to our brands. And the pricing -- and we're not seeing a move in sentiment. What you're seeing in the volume delta, again, as I mentioned a few minutes ago, is that the pricing is hitting more of the portfolio. And therefore, it will have some benign impact associated with it. But until the previous pricing elasticity wanes, it'll build. That's how this whole pricing and elasticity dynamic goes. It'll ebb and then it'll flow. And the fact that they're stable -- net elasticity coefficients are stable overall and benign, I think, is a very positive sign.
Cody Ross:
Thank you for that. And then just one quick question on SG&A. SG&A ex-A&P was up 10% or so. It looks like incentive comp drove about 8% of that. Is that correct? I mean how should we think about SG&A and incentive comp for the remainder of the year? Thanks.
Dave Marberger:
Yeah, Cody. Let me take that. So yeah, as we said at the beginning of the year with our guidance, we expect our SG&A to increase at a greater rate than our sales. So we were very clear on that. So yes, incentive compensation for fiscal '23 will be up versus fiscal '22. Now there was a component of timing for incentive comp that was in Q1. So that's part -- we were up 10.5% of just pure adjusted SG&A in Q1. Some of that is timing of incentive comp, and some of that is just absolute increase. But we were very clear that we expect SG&A to be up greater than our sales growth for the full fiscal year '23.
Cody Ross:
Great. Thanks. I’ll pass it on.
Dave Marberger:
Thank you.
Operator:
The next question comes from Chris Growe from Stifel. Please go ahead.
Chris Growe:
Hi. Good morning.
Sean Connolly:
Good morning.
Chris Growe:
Good morning. A set of question for you, if I could, first on the pricing. You have some more price increases in 2Q and sounds like some smaller targeted increases in 3Q. Will it be at that point in time that your pricing will fully offset your inflation? Could that happen sooner based on, like, the wraparound effect of pricing? I just want to get a sense of how your -- how that's going to happen sequentially through the year.
Dave Marberger:
Yeah. Let me take that. So, our -- we've been very clear that our principle around pricing is, it's inflation justified. So when we go and we put a price increase on the table, it's all grounded in the inflation that we're realizing and we've been very clear there's been a lag. So all these price increases, what we took in Q1, what we've taken at the beginning of Q2 and then the smaller more tactical increases that we've communicated for Q3 are all tied to that inflation. So yes, once -- at this point in time, given the inflation that we've recognized and estimate, we have offset that cumulatively. And the consumption numbers that I find really support that is, if you go back and look at volume and total dollar consumption for 52 weeks now versus three years ago, our dollar consumption is close to plus 20%, and our volumes are pretty much flat. So that shows you that, that's the kind of pricing that we're seeing in market and that ties to the cost inflation that we're seeing. So the consumption data supports that overall catch-up.
Chris Growe:
Okay. Thank you for that. I had one other question on some of those supply chain challenges -- operational challenges. It's happening, obviously, across the industry. I think what most companies have seen, though is -- and again, this could be different for you, but less of those this year than last year. Certainly, there's unique factors that can happen. I just want to get a sense of is the -- like, the challenges you called out this year, are those more than they were last year? And then, I guess, to get a sense of if you look at your gross margin today, like what are those operational challenges still? How much of those are really weighing on the gross margin today? Like, what could you get out over time as supply chain operations normalize?
Sean Connolly:
Chris, it's Sean. I'll comment on the first piece, and I'll let Dave comment on kind of the impact of it. But this is one of these things where I think people in my seat are really -- they want to be careful not to jinx themselves because the thing about some of these whack-a-mole disruptions is that they're not foreseen in many cases, they pop up. So you go through these periods where the frequency appears to diminish, and it feels like, hey, this could be good, but then you'll have something pop up again. That's the nature of kind of this kind of friction that we see. So I being very deliberate in saying, I don't think these things are going to go away overnight. From a planning posture standpoint, our view is let's just assume that they'll continue to pop up. But yeah, you're absolutely correct, we watch very carefully to say, do we see these things kind of diminishing in frequency? And we don't want to jinx ourselves there and get out of our skis, but that's obviously what we're hoping for. Dave, do you want to add to that?
Dave Marberger:
Yeah, Sean. So Chris, let me -- again, it's sort of a little bit what I said to Bryan's question. But if you look at our margin bridge, I think that's a good place to kind of start. So if you look, our realized productivity and other COGS for Q1 was plus 1.2%. If you just go back and say, okay, our target for realized productivity is 3% of cost of goods sold, right, that basically equates to 2.2% margin improvement, right? We -- because our targets are a percentage of COGS, which, when converted to margin, is 2.2%. We delivered 1.2%. So we are 100 basis points off of all of that realized productivity dropping to the bottom line. Now there are other investments in things that we make in a normal kind of course, but the examples of the things that Sean talked about are in that 100 basis points of headwind. So as we move forward, we do expect that, that will improve as we move forward and get more normalized. So that's how to think about it.
Chris Growe:
Okay. I should appreciate that. Thank you.
Operator:
The next question comes from Nik Modi from RBC Capital Markets. Please go ahead.
Nik Modi:
Yeah. Thanks. Good morning, everyone. So Sean, I was hoping you can -- I mean I appreciate the fact that you guys have been able to get the pricing through. But when I look at some of the household (ph) penetration metrics, even going back to pre-COVID, it looks like some of your bigger brands are actually below those levels. So I was hoping you could just give us some context on how you're thinking about that, in terms of rebuilding house of penetration, especially in this inflationary environment. And then do you worry that the price gaps have narrowed between, let's call it, some of the frozen prepared meals and QSR because we've seen inflation obviously go higher in the off-premise than the on-premise.
Sean Connolly:
Yeah, Nik. First of all, on the second one, absolutely not. I don't worry about that. The relative pricing between away-from-home eating options and at-home eating options remain strongly in favor of at-home eating options. And we haven't even declared we're in a recession yet. So that's one of the reasons you clearly are seeing benign elasticities and stable elasticities, quite frankly. Multiple waves of pricing into this cycle is that the calculus of the consumer is such that they're saying, hey, it's a far better value proposition to eat at-home than it is to eat out of home. And then within some of our categories, there's just -- there is really no trade down option as you look about frozen single serve meals as an example. We span the good, better, best continuum there with the value options, the mainstream options and the premium options. So the business remains very strong. With respect to household penetration, I did see your research the other day, Nik, on household penetration. And what I would say to you is you've got to be very careful when you look at household penetration not to lose the impact of seasonality. Household penetration varies pretty materially by company, by category, by seasonality. So you have to make sure you're looking at apples-to-apples. Overall, what you should expect in a super cycle of pricing like we've seen right now is that there will be modest short-term impacts on household penetration as consumers defer purchases. And that's kind of -- you see it really show up in the shopping data when people -- their big trips become smaller trips, and they postpone purchases, and their buying rate will drop a bit. So nothing really, I would say, noteworthy about household penetration, certainly nothing concerning at all that we're seeing at this point.
Nik Modi:
Great. Thanks for that perspective.
Operator:
The next question comes from Pamela Kaufman from Morgan Stanley. Please go ahead.
Pamela Kaufman:
Hi. Good morning.
Sean Connolly:
Good morning.
Pamela Kaufman:
I just wanted to follow up on your pricing -- the additional pricing that you're taking in the coming quarters. Just to clarify if that was embedded in your initial guidance at the beginning of the year. And how has the composition of your outlook for org sales changed for this year relative to last quarter? So do you still expect low teens price mix or will it be higher now? And are you expecting softer volumes relative to your initial expectations?
Sean Connolly:
Yeah, Pam. Just with respect to the pricing we're taking, you don't price until you clearly see the inflation wave materialize. It's got to be inflation justified pricing with customers. So what we're doing in the back half of the year was not locked and loaded at the beginning of the year when we gave guidance, right? But there are also positive things that have broken our way in the first quarter as well. So these -- and that'll, by the way, that'll continue. If we continue to see new waves of inflation come in, we'll take additional pricing, and then we'll give you guys the dates, and you have to bake in the lag, et cetera., et cetera. So that dynamic would continue. Dave, do you want to...
Dave Marberger:
Yeah. Just to build on that. So the Q1 and Q2 was in our guidance and in our forecast Q3 no.
Pamela Kaufman:
Got it. Okay. Thanks. And then just in terms of your guidance, Q1 results were ahead of consensus expectations, but curious if they were in line with your forecast and wondering why you maintained your full year guidance despite the upside in the quarter.
Sean Connolly:
Yeah, Pam. Clearly, Q1 was a strong quarter, and that's good news, but it's still early. The environment remains dynamic and we just prefer to get a bit further into the year before we make any new declarations about how we expect to finish the year.
Pamela Kaufman:
Okay. Thank you.
Sean Connolly:
Thanks.
Operator:
The next question comes from Carla Casella from JPMorgan. Please go ahead.
Carla Casella:
Hi. Thanks for taking the question. It looks like your leverage will still be kind of in the three -- high 3s range at year-end. I'm wondering if, on the M&A front, if you would look to wait until you get your leverage down to your target range or if the right acquisition comes up, if you would temporarily take your leverage higher and kind of how your thoughts are around M&A or if you have asset sales to offset something if you do find something that's appropriate.
Sean Connolly:
Sure. This is Sean. I'll take the question. We've been, as everybody knows, very intensely focused on reducing our debt, deleveraging on schedule and we will continue to be focused on that, and I'm very confident in the commitments we've made. With respect to M&A, we don't have anything in our sights to give you right now, but -- and certainly, we're not in the mode rep right now where we're looking at anything bigger. We're focused on deleveraging, as I mentioned. But we always keep our eye on smaller bolt-on things because they could be beneficial to our business going forward. And there's also a defensive aspect to why we do that. We want to make sure that interesting assets out there that are always -- that could be helpful to our business don't end up in somebody else's hands. So we're always looking and -- but we're -- at the same time, we're intensely focused on deleveraging. That's how I would describe it.
Carla Casella:
Okay. Great. Thanks a lot. And have you said the time frame in terms of getting to your 3 times your target -- you give a target time frame for that?
Dave Marberger:
No, we didn't give a specific -- it's a long-term target. We did say in the prepared remarks that we estimate leverage will be at approximately 3.7 times by the end of the fiscal year.
Carla Casella:
Okay. Great. Thank you.
Dave Marberger:
Thank you.
Operator:
There are no more questions in the queue. This concludes our question-and-answer session. I would like to turn the conference back over to Melissa Napier for any closing remarks.
Melissa Napier:
Thank you very much to everyone for joining us this morning. Investor Relations is around if you have any follow-up questions.
Operator:
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator:
Good morning, and welcome to the Conagra Brands Fourth Quarter and Fiscal 2020 Results Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note that this event is being recorded. I would now like to turn the conference over to Melissa Napier, Head of Investor Relations for Conagra Brands. Please go ahead.
Melissa Napier:
Good morning. This is Melissa Napier, Head of Investor Relations for Conagra Brands. I'm here with Sean Connolly, our CEO; and Dave Marberger, our CFO. Today, Sean and Dave will discuss our fourth quarter and fiscal 2022 results and provide some perspective on fiscal 2023. We'll take your questions when our prepared remarks conclude. On today's call, we will be making some forward-looking statements. And while we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of our risk factors are included in the documents we file with the SEC. We will also be discussing some non-GAAP financial measures. These non-GAAP and adjusted numbers refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in the earnings press release and the slides that we'll be reviewing on today's call, both of which can be found in the investor relations section of our website. I'll now turn the call over to Sean.
Sean Connolly:
Thanks, Melissa. It's great to be working with you again. Good morning, everyone, and thank you for joining our fourth quarter fiscal '22 earnings call. I'll start with what we would like you to take away from the call this morning. Throughout fiscal '22, our team took decisive actions to offset inflation and invest in our business. We faced heightened costs throughout the year, but inflationary pressures were especially high in the fourth quarter. As a result, we implemented additional inflation justified pricing actions to help offset the impact. We continued to make deliberate strategic investments in our business to better serve our customers and meet the strong consumer demand for our products. Physical availability is an important part of maintaining and building trust and loyalty. I'm pleased that our brands continue to resonate with consumers demonstrated by broad-based share gains within the portfolio, particularly within our most strategic domains of frozen and snacks. We are continuing to drive growth, gain share in attractive categories, and we remain disciplined in executing the Conagra Way to create lasting connections with consumers. As we've communicated throughout the year, the external factors I touched on a moment ago, as well as investments we made to maximize service and product availability in the face of supply constraints, all contributed to increased margin pressure. We continue to pull levers to manage these factors and we were pleased to see margin improvement materialize in the fourth quarter in Grocery & Snacks as well as Foodservice. This represents an important inflection point that we expect will extend to our Refrigerated & Frozen and our international businesses within fiscal '23. I also want to highlight the strong fourth quarter performance of our joint venture, Ardent Mills, which effectively managed through recent volatility in the wheat markets and continued to prove an effective hedge against inflation. Looking ahead to fiscal '23, we expect to see continued strength in our sales driven by strong innovation, the impact of pricing actions and progress in the supply chain to help offset continued inflation and elasticity. While we expect elasticity to increase incrementally from fiscal '22 levels as more inflation justified pricing comes to market, we believe they will remain below historical levels. These expectations are reflected in the fiscal '23 guidance we're providing today. With this expected macroeconomic backdrop, we are lowering our long-term leverage target which Dave will discuss later. As you know, maintaining a strong and flexible balance sheet and keeping our investment-grade credit rating remain important to us. With that overview, let's take a look at the results. While we had planned for high inflation, it was higher than we anticipated. Slide 7 shows our cost of goods increased 16% in fiscal '22, far higher than the 9% we anticipated at the time of our fiscal '21 fourth quarter call a year ago. Inflation was particularly acute during the fiscal '22 fourth quarter when our cost of goods sold were 17% higher than a year ago period and 24% higher on a two year basis. The elevated levels of inflation we experienced in fiscal '22, particularly in the fourth quarter, required decisive actions in response. A critical part of that response included the inflation justified pricing we implemented throughout fiscal '22. On Slide 8, you can see the change in on-shelf pricing by quarter. On-shelf prices for our brands rose across all three domestic retail domains compared to the same period a year ago and also increased in Q4 as we experienced additional inflationary pressures. We closely monitor the impact of these pricing actions on volumes. We've been pleased that price elasticity has remained below historical levels. Slide 9 demonstrates that unit sales have stayed largely consistent on a three year basis even as the on-shelf prices for our brands have increased. Even in Q4, as more significant inflation justified pricing took effect, the increase in elasticity was relatively modest and below historical norms. As we monitor the impact of our pricing actions on volume, we look at the relative impact between branded foods and private label. While private label is gaining some share more broadly in food, we have not seen notable migration toward private label in the heavily branded categories in which we compete. The superior relative value of our products continues to resonate with our customers and our consumers and the resiliency of our portfolio means we are well-positioned to take additional action in fiscal '23 if we continue to experience incremental inflation. As a result of our decisive actions, we're beginning to see the expected recovery in our margin performance. As I mentioned earlier, the fourth quarter represented an important inflection point as we saw margin improvements materialize in Grocery & Snacks and Foodservice, which helped drive fourth quarter operating margin improvement for the total company. As I already noted, we expect our Refrigerated & Frozen and International segments to deliver operating margin improvement as fiscal '23 progresses. As you can see on Slide 11, our team delivered solid Q4 results in the face of a highly dynamic and challenging operating environment. Compared to the fourth quarter of '21, organic net sales for the fourth quarter increased at just under 7%, with growth in all four segments. And importantly, adjusted operating margin increased approximately 100 basis points and adjusted EPS was up over 20%. I'd like to briefly detail our performance across our three retail domains, starting with our Frozen business on Slide 12. Frozen continues to be one of the strongest businesses in our portfolio and offers modern attributes, convenience and quality to make it the perfect fit for today's consumer. In Q4, we continued to deliver strong growth on both a one year and three year basis. And within this consumer domain, we've seen growth across key categories, highlighted by more than double-digit year-over-year growth in both plant-based protein and single-serve meals. Now let's talk about snacks. As shown on Slide 13, we've seen a meaningful acceleration in retail sales growth in our snacks business over the last three years. In the fourth quarter, our snacks business grew 11% year-over-year. That equates to 34% growth over the same period in 2019. In this domain, we've driven growth in key categories, including meat snacks, hot cocoa, microwave popcorn and salty snacks. Our retail sales of ingredients and enhancers and shelf-stable meals and sides have also been growing meaningfully over a three year period, and that trend continued in the fourth quarter. As you can see on Slide 14, this business grew 5% year-over-year and 10% on a three year basis. In particular, we saw a large increase in the retail sales for syrup, which was up nearly 20% in Q4 on a two year basis. As we execute our Conagra Way playbook, innovation has remained a key to our success across the portfolio. Slide 15 shows the impact of our disciplined approach to delivering new products and a modernized portfolio. During the fourth quarter, our innovation outperformed the strong results we delivered in the year ago period. And once again, our innovation rose to the top of the pack in several key categories, including with toppings, single-serve meals and plant-based protein. Looking at Slide 16, you can see that we continue to grow sales on both a one and three year basis. Total Conagra retail sales were up 15.8% on a three year basis for the year. We also continue to gain share in the important Frozen and Snacks categories with our category-weighted share growth up both on a one year and three year basis. With that context, for fiscal '22, let's turn to our outlook for fiscal '23. We expect our strong brands, on-trend innovation, effective pricing and strengthened supply chain to drive top line growth and margin improvement. Continued inflationary pressure in fiscal '23 is expected to result in incremental increases in elasticity, which overall, we anticipate will continue to remain below historical levels. Our outlook also reflects our expectation that we will have higher CapEx and interest expense in fiscal '23, lower pension income and that the elevated performance from Ardent Mills in fiscal '22 will moderate. We look forward to sharing more details about our expectations for the year at our upcoming Investor Day. In 2023, we expect organic net sales growth of 4% to 5%, adjusted operating margin of approximately 15%, adjusted EPS growth of 1% to 5%. Before I turn the call over to Dave, I'll remind you that my team and I are looking forward to hosting an Investor Day on July 27 to discuss our plans for the future. In response to feedback, we've decided to hold our event in a virtual-only format to best accommodate our investors and analysts. Registration, dial-in and Q&A details for the virtual event are available on our website. Dave, over to you.
Dave Marberger:
Thanks, Sean, and good morning, everyone. I'll start with some highlights from the quarter and full year, which are shown on Slide 22. Overall, we feel very good about how we are exiting fiscal '22, and the way we navigated the dynamic operating environment that impacted our entire industry throughout the year. During fiscal '22, we delivered strong top line growth with full year organic net sales up 3.8% compared to fiscal '21, reflecting the continued relevancy of our portfolio to consumers. While higher-than-expected cost of goods sold inflation weighed on our adjusted operating margins throughout the year. We were encouraged to see Q4 operating margins improve versus year ago. Overall, our full fiscal year '22 adjusted operating margins decreased by 312 basis points versus last year to 14.4%, which was in line with the revised expectations we provided during our third quarter call. Fiscal '22 adjusted EPS of $2.36 was also in line with our revised expectations. Turning to Slide 23, you can see our net sales bridge for the quarter and full year. During the fourth quarter, the 6.8% increase in organic net sales was driven by a 13.2% improvement in price/mix as a result of continued inflation justified pricing actions as well as favorable brand mix. This was partially offset by a 6.4% decrease in volume. The headwinds from the divestiture of our Egg Beaters business and the impact of foreign exchange were the final contributors towards the 6.2% increase in total Conagra Brands net sales during the fourth quarter. The bottom half of the slide highlights the drivers of our net sales growth for full year fiscal '22 versus the prior year. The highlight here is the 3.8% organic net sales growth that I just mentioned, which showcases the underlying health of the business and our ability to execute inflation justified pricing actions. This point is reinforced on Slide 24, which shows the top line performance of each of our segments. As Sean mentioned, we are pleased that net sales continued to grow across the portfolio for both the quarter and full year when compared to the respective year-ago periods. We also continued to see market share gains, reflecting the strength of our brands. The sales momentum of the business is strong as we exit fiscal '22. We detail our adjusted operating margin bridge on Slide 25. In aggregate, our adjusted operating margin was 15% for the fourth quarter, approximately 100 basis points above the year ago period. As you can see, we realized a 9% benefit from favorable price/mix and a 1.8% benefit from net productivity in our supply chain. Although our productivity in the quarter was below historic levels, given continued supply chain challenges, the rate was up compared to Q3 and we are seeing steady improvement in our supply chain operations as we exit fiscal year '22. The price and productivity benefits were more than offset by gross market inflation of 17.3%, which impacted our operating margins by more than 12%. I will unpack the inflation impacts in more detail shortly. Together, these factors contributed to the 147 basis point decrease in our adjusted gross margin for the quarter compared to the year ago period. Advertising and promotion costs for the quarter decreased 38.7% driven primarily by lapping the significant increases in A&P during Q4 last year. This decrease contributed 1.1% to overall adjusted operating margin. Adjusted SG&A costs also declined during the quarter driven by decreased incentives and deferred compensation, contributing an additional 1.3% benefit. Slide 26 breaks down our adjusted operating margins by segment. We were encouraged to see both our adjusted gross margins and adjusted operating margins in our Grocery & Snacks and Foodservice segments hit inflection points during the fourth quarter and begin to improve compared to last year. The recovery in these segments drove the 13.5% year-over-year improvement in adjusted operating profit during the fourth quarter. Our Refrigerated & Frozen segment was most impacted by higher-than-anticipated input cost inflation in Q4, particularly in proteins and edible oils. The above forecast inflation in refrigerated and frozen has pushed forward the lag until additional inflation justified pricing is reflected in market. As we have mentioned previously, we believe our Refrigerated & Frozen segment and our Frozen portfolio, in particular, is well positioned for further success. Our International segment was also impacted by higher-than-anticipated inflation and some FX headwinds versus prior year. Pricing actions were implemented as planned but were not enough to fully offset the cost headwinds incurred. As Sean mentioned earlier, we expect to see operating margins expand in both our Refrigerated & Frozen and International segments in fiscal '23, as pricing actions catch up to the recent inflation. I would like to take a deeper dive into the gross market inflation we experienced during the quarter, shown here on Slide 27. Inflation continued to rise to over 17% above the high end of the range that we were anticipating at the time of our third quarter call. It rose most acutely for commodities that are particularly difficult to hedge, including chicken and pork. Even though we forecasted a significant acceleration of our chicken and pork costs in Q4, as depicted in the charts on the right, actual inflation came in even higher especially in chicken, which hit record levels compared to our expectations as of the Q3 call. We continue to pull on a number of levers to offset the elevated costs, including an additional round of inflation justified pricing actions implemented during the fourth quarter of fiscal '22 that will be effective in the first quarter of fiscal '23 and new pricing that will take effect in the second quarter of fiscal '23. Another strong performance by Ardent Mills also proved to be an effective inflation hedge in our Q4 results. Slide 28 details our adjusted EPS Bridge for the quarter compared to last year. The sales increase and recovery of overall operating margins was the primary driver of the increase in our adjusted EPS during the fourth quarter contributing $0.09. We also saw a $0.02 benefit from our equity method investment earnings, which increased 42.1% during the quarter to $48 million due to solid results from Ardent Mills as effective management at the joint venture allowed it to capitalize on volatile market conditions. The benefit from pension and postretirement nonservice income and higher adjusted taxes were the additional drivers of our EPS change. The $0.65 in adjusted diluted EPS that we generated for the quarter brought our full year adjusted EPS to $2.36, down 10.6% from fiscal '21. On a two year compounded annualized basis, full year fiscal '22 adjusted EPS increased 1.7%. Turning to Slide 29, you can see our balance sheet and cash flow metrics for the quarter and full year. We feel good about ending the year with a net debt-to-EBITDA ratio of four times, which was generally in line with the target we outlined during our third quarter call. We aim to continue decreasing this ratio moving forward as we prepare for more market volatility, which I will discuss in more detail shortly. Capital expenditures decreased by $42 million year-over-year to $464 million, or 4% of net sales. Lastly, we continue to prioritize returning capital to shareholders as we paid $582 million in dividends in fiscal '22. I'd now like to spend a minute talking about our guidance for fiscal '23. Slide 30 outlines our expectations for our three key metrics, including organic net sales growth of plus 4% to plus 5%, adjusted operating margin of approximately 15% and adjusted EPS growth between plus 1% and plus 5%. In addition, we aim to continue reducing our long-term net debt-to-EBITDA ratio to three times, as I alluded to earlier. The macro environment remains volatile, and this target reflects our strategy to maintain an even stronger balance sheet as we navigate continued headwinds moving forward. And we continue to remain committed to a solid investment-grade credit rating. Before we open the line up for questions I want to unpack the assumptions behind our guidance shown here on Slide 31. We expect the high inflationary environment we experienced in fiscal '22 to continue into fiscal '23, with levels in the low teens off of the fiscal '22 gross market inflation up 16%. As I noted, we have communicated additional inflation justified pricing actions to help offset these elevated costs, which we anticipate being realized during the first and second quarters of fiscal '23. And we are keeping a close eye on how these actions impact elasticities. We forecast the environment to remain dynamic through fiscal '23 with elasticities, increasing from fiscal '22 levels but remaining below pre-COVID historical levels. From an investment perspective, we expect CapEx spend of approximately $500 million as we prioritize reinvesting in the business as a lever to combat inflation with a focus on capacity expansion and productivity enablers. We also plan to increase our SG&A investment to support talent, infrastructure and continued automation. Interest expense is anticipated to be roughly $410 million for the year, pension and postretirement income, approximately $25 million, and our tax rate estimate is approximately 24%. These three items combined represent an approximate $0.13 headwind to fiscal '22 adjusted EPS and are incorporated into our fiscal '23 EPS guidance of plus 1% to plus 5%. The higher interest rate environment is the main driver of the expected interest expense increase in pension income decline. We anticipate Ardent Mills having another strong year, but expect fiscal '23 results to moderate versus fiscal '22, particularly versus the elevated performance in the second half of fiscal '22. To reiterate, we are confident about how Conagra ended the year and are optimistic about our future opportunities. We are looking forward to walking through these opportunities and our strategies to unlock them in more detail at our Investor Day later this month. That concludes our prepared remarks for today's call. Thank you for listening. I'll now pass it back to the operator to open the line for questions.
Operator:
Thank you. And we will now begin the question-and-answer session. [Operator Instructions] And our first question today will come from Andrew Lazar with Barclays. Please go ahead. Andrew, please go ahead with your question.
Andrew Lazar:
Great. Can you guys hear me okay?
Melissa Napier:
Yes, we can hear you now.
Andrew Lazar:
Great. Thanks very much. Appreciate it. All right. So just to start off, I realize elasticity is certainly below historical levels as you’ve talked about. And but volume was down a bit more, let’s say than what we’ve seen from other food companies, all of whom have had as much pricing or more than Conagra, at least on a year-over-year basis. So I guess I’m trying to get a sense whether elasticity is starting to catch up with the company, maybe more than others are seeing, or if there is something else going on, because a bunch of companies have started to talk about the benefit they are seeing from trading in to at-home eating from away-from-home eatings, which is blunting maybe what would have been expected to be greater elasticity at this stage given all the pricing that’s taking place, and it just speaks to other -- your assumption around below historical levels of elasticity for ’23 is conservative or where that comes in? And I have got a follow-up.
Sean Connolly :
Yeah, Andrew, it’s Sean. I will answer that. It’s pretty clear as we look at the data we are experiencing trading in that others referenced and the demand for our products remains quite strong. So as you saw in the slide brand health is in a very good place and I would say no to the question of are we experiencing something unique in elasticity? Based on what we are seeing right now the answer to that is inequitably no. Consumer demand has remained very strong. These elasticities, as you mentioned, have been meaningfully better than historical norm. But what I draw your attention to is supply chain constrains, while we are making progress in supply chain, the constraints are still with us. And they were still a factor in Q4 and we did see retailers burn through inventory faster than we could replenish it. And that clearly put an upper control limit on parts of our portfolio, including some of our fastest growing, strongest brands and including Refrigerated & Frozen. So we'll give you a full update on a tremendous amount of good work that's going on in supply chain. We are making progress there, and we've got a very exciting transformation plan ahead. We'll update you on that on our Investor Day in a couple of weeks. And we'll also, as we always do, preview some of the exciting new innovation that will come into the market -- that's currently coming into the market that will continue to drive strong sales. But I'd say for now, my key points are brands are performing very well, and the innovation is thriving. The pricing power we're seeing is quite strong. Despite that strong pricing power, the elasticities remain well below historical norms. Supply chain is making progress, but it's not fully back to normal yet. And looking forward, our outlook for '23, we believe is quite prudent.
Andrew Lazar:
That's helpful, thanks. And then I guess on your full year guidance, even putting all the below the line items sort of aside for a minute, seems to imply a high single-digit increase in EBIT growth. Even with your comments, I think even last quarter about the need and desire to ramp up A&P spend in fiscal '23, in a still kind of inflationary environment. So trying to get a sense of what are the key drivers to get there and your level of confidence in that type of growth on the EBIT side. Thanks so much.
Dave Marberger:
Sure, Andrew. So if you take it from the top, we guided to low teens inflation off of the 16% this year. So we float that. We think that's going to be higher actually in Q1. And as the year goes, the percentage will come down, but low teens is what we assume there. We're assuming that our supply chain productivity, which came in at 1.8% for Q4, we expect that as our supply chain continues to stabilize that, that will improve as the year goes on. We obviously have a big impact of pricing in ’23, the carry-in pricing, which will be significant. And then as I talked about in my comments, we have pricing that is actually in market now in Q1 and will actually be in market in the beginning of Q2 as well. And so a big impact from pricing. And we do expect that both our SG&A and A&P investment will grow at a greater rate than the sales guide. So we are investing in both of those areas. But given the pricing, given the ramp-up of productivity and given inflation at low teens off of what was a high base in fiscal '22, we feel comfortable with what that's going to do in terms of our EBIT growth for '23.
Andrew Lazar:
Thanks very much.
Dave Marberger:
Thank you.
Operator:
And our next question will come from Ken Goldman with JPMorgan. Please go ahead.
Ken Goldman:
Hi, thank you. One of the other larger food companies recently said that as soon as it's November quarter, the dollar impact from higher pricing could equal the dollar impact from inflation, roughly with maybe pricing being a net benefit afterward just given the lag effect. So I'm just curious -- I know every company is different in the timing of hedges are different and so forth -- but is this kind of cadence something you could see as well? I really am asking, when might it be reasonable for us to kind of anticipate pricing in a dollar sense being at least as high as your inflation this year? And maybe it's too hard to be precise. I'm just curious for your rough thoughts.
Sean Connolly :
Ken, I'll give you my thoughts on that and mechanically how it works and Dave you can add anything if you want. But these inflation, as we've experienced over the last year or so, it tends to come in waves. And that means we take successive waves of pricing. Each one of those pricing actions then triggers its own lag effect, which lasts about 90 days. Once you get through that lag effect, you really start to see the benefit of the pricing in the P&L. And then the following year, when you wrap that lag window, you really start to see some meaningful year-on-year improvements in the profitability. The tricky thing is if you have to feather in new pricing actions, you also feather in lag. So that's why each year is different because you've got different levels of waves of inflation and you've got different responses. The good news is, hopefully, this inflation cycle is getting mature. We've been pretty aggressive in getting the actions into place. And after you get through those 90 days, you can start to see some benefits. And we don't have, as you know, a lot of categories that are fewer pass-through categories like a coffee. We have a couple, we've got a couple of neat businesses, but we don't have a lot of those. So to me, the positive thing here, while inflation is tough to deal with is as I've said before, it also can help liberate some of these brands from some of these legacy price thresholds where they can get stuck for a period of time. And if you do that and then you kind of get past the year and you wrap some of the immediate challenges you face, some good things can happen in the P&L, and that's not unprecedented at all. Dave, do you want to add to that?
Dave Marberger:
Yes. Just on the -- let me build on that and tie it into the guidance. So Ken, just kind of concise way to think about it is our organic net sales guide is 4% to 5%. We expect price/mix to be low teens. We expect inflation to be low teens. So if that is true, then the pricing dollars will exceed the inflation dollars next year.
Ken Goldman:
Great. That's very helpful, Dave and Sean. Thank you. And if I ask a quick follow-up, is there any way to sort of quantify the impact of those supply chain constraints on your volumes in the fourth quarter, even if roughly. I think it would maybe help some people understand or get a better sense of how much that affected you? And is there a chance that this year, you'll see maybe a reversal of that effect as your production improves and retailers hopefully replenish some inventory?
Sean Connolly :
Yes. I won't put any numbers on it, Ken, but it's is category specific. We can see it very clearly. And where we -- probably most noteworthy, as I mentioned in my remarks a minute ago is Refrigerated & Frozen. That's -- as you all know, that is our -- Frozen business is our most strategic domain. We've just had persistent strength there. They're really -- in our Frozen Meals business isn't a trade-down alternative. So that is one of the key pieces of this portfolio and amongst our very strongest brands. We've driven virtually all the category growth there. I don't expect any change to that underlying strength at all. We've just got -- continue to get our suppliers back to full health and continue to get our ability to get service levels back to the traditional high 90% level. Dave, do you want to make any comments to that.
Dave Marberger:
Yes. And you just said it. I think a lot of times we think of when we talk about supply chain, we think of the labor in our plants and our distribution centers, which is a key part of it, and we're seeing that come back. But another key part that is really impacting us in particular categories is supply, ingredient supply. So our suppliers and making sure that they're able to supply. And so if we're missing an ingredient, we can't produce. And so that's part of the impact. So we're working through that. We're making progress. But as Sean said, that did impact volumes, particularly in Refrigerated & Frozen this quarter.
Ken Goldman:
Thanks. I look forward to the Investor Day.
Dave Marberger:
Thanks.
Operator:
And our next question will come from David Palmer with Evercore ISI. Please go ahead.
David Palmer:
Thanks. On supply chain savings, I would imagine those were difficult to capture in fiscal '22, given all the COVID-related forces. And I would also imagine that there was significant friction costs, which you talked about last quarter. Could you perhaps talk about your assumptions for those supply chain friction costs going forward '23, how that would compare to '22 and also supply chain savings, how you think that, that capture will be in fiscal '23 versus '22?
Sean Connolly :
David, let me give you just kind of a quick way to think about it, and Dave, you can add anything. As we plan our '23 in terms of supply chain, we're not planning for a complete reversal of the supply chain friction that we've experienced over the last year. As you know, as we've said before, we prioritized doing what it took this past year to get as many units of our products out the door as we could. And that had a cost to it and it was less efficient than normal. We are assuming some progress because we are seeing some progress in some green shoots in supply chain. But from a planning posture standpoint, we're not assuming everything gets back to bright. There will still be some inefficiencies in there according to what we planned. When we see in a couple of weeks, we're going to take you through that in quite some detail. And in addition, some investments we are making to really transform and modernize supply chain so we can capture some good margin opportunities that we see going forward. So we'll take you through that in a couple of weeks. Dave, do you want to add anything to that?
Dave Marberger:
Yes, sure. So David, if you look at the Q4 Bridge, our productivity net of the offsets was 1.8%. That was better than the 1.5% we had in Q3. As you know, historically, we run about 2.5% to 3% of productivity if you kind of look back pre-COVID. So the way to think about '23 is we will gradually ramp our productivity numbers back to what we were historically, and we're just gradually, with each passing quarter, we expect to continue the improvement in the operations.
David Palmer:
And then you mentioned in one slide or you showed how you have a relatively high contribution from innovation versus peers. And I wonder, going forward into '23, how you're thinking about the ability to get even more innovation impact given the ability for retailers to absorb that in the post-COVID era? And does that does that really -- how much of that is in the plan for '23 in addition to perhaps some higher expense in terms of promotions and other growth spending? Thanks.
Sean Connolly :
Well, I'd say, both are in the plan for '23. We are assuming very strong innovation performance, and we are investing behind that innovation. So you're seeing A&P rise in support of that innovation. If you look at our track record now of these successive launches of innovation that we've had, when we started this journey and our real first big innovation slate was I think as far back as '16-'17, there was some concern what happens when you wrap this success? Well, each year, our innovation waves have gotten better and stronger than the year before. And our '22 results were fantastic versus a very successful '21. We're expecting fiscal '23 innovation to be even stronger than that, and we're investing behind that. We do have demand from our customers for that innovation. So it's sold in. And interestingly, as we told you before, even during the height of the pandemic, we paused innovation a lot less than what I expected at the time. We had tremendous customer demand for our innovation even then, and we kept the train rolling. So that's all baked into the plan for this year.
David Palmer:
Thank you.
Operator:
And our next question will come from Alexia Howard with Bernstein. Please go ahead.
Alexia Howard:
Good morning, everyone.
Sean Connolly :
Good morning.
Alexia Howard:
Can I, first of all ask about the gross margin trajectory from here? I realize you're not giving formal guidance. But given that the inflation seems to be higher than expected at the moment and the price -- the next round of pricing doesn't kick in until the second quarter. Does that mean that the near-term pressures on gross margin are likely to be fairly hefty? And will that -- is that expected to then improve through the rest of the year? And then I have a follow-up.
Sean Connolly :
Yes, Alexia, that's right. When you look at inflation, given our exit rate of 17%, we're expecting low teens inflation for all of fiscal '23. But we expect that inflation rate to be higher in Q1 given the exit rate. So as we go forward, we expect the percentage inflation will come down versus Q1. So that would and then the pricing that we're taking in Q1 and Q2 comes in. So you should see gradual improvement of gross margin as '23 progresses.
Alexia Howard:
Great. Thank you. And then just as a follow-up, you mentioned favorable mix across a lot of the segments this time around. Could you just give a qualitative description of what was going on and whether that's expected to continue, and I'll pass it on.
Dave Marberger:
Yes. A lot of that is brand mix, Alexia. So we have a big portfolio. So depending on the mix of what we sell, we will see benefits. So when we see growth in brands like Slim Jim, some of our core frozen items, those things have better kind of sales and margin mix. So it's really at the brand level that's driving that.
Alexia Howard:
And you'd expect that to continue presumably into '23?
Dave Marberger:
Yes. We always manage that for favorable mix. Mix is always one that's tricky because there's a lot that goes into it. But generally, we're always managing our portfolio to drive favorable mix for sure.
Alexia Howard:
Great. Thank you very much. I’ll pass it on.
Operator:
And our next question will come from Chris Growe with Stifel. Please go ahead.
Chris Growe:
Hi, good morning. Thank you.
Sean Connolly :
Good morning.
Chris Growe:
I had a question for you first and just a bit of a follow-up. So I think to Ken's earlier question. Last quarter, Dave, we talked about that gap between pricing and inflation and that $0.30 in EPS. And now there's been more inflation, and obviously, you've got more pricing coming through to catch up to that. Is there a -- would there be a point or embedded in your guidance some element of that $0.30 or whatever the new number is coming back in fiscal '23? So perhaps in the second half as it caught up on pricing and inflation.
Dave Marberger:
Yes, Chris, if you look at our guidance, I think given what our estimate is for price/mix, which is low teens and then inflation at low teens, you will see that come back in. So that is part of the guidance. I think with the $265 million, we were clear last quarter that, that wasn't guidance. That was a pro forma number. And if you take the guidance that we put out there of plus 1% to plus 5% for '23 you -- included in that is the $0.13 headwind from the nonoperational items for pension, interest and tax that gets you, if you translate that to numbers kind of a $251 million to $261 million then we're not planning Ardent up as much, and we're investing in SG&A. So when you put those things back in, you can clearly see that we are building in catching up on the lag in the fiscal '23 guide.
Chris Growe:
Okay. Yes. That makes sense. And then just a question on A&P, which is to say that, I guess to be clear, you expect it to be up in fiscal '23 is the question. And then related to that, well, E&P was down this quarter and obviously a comparison issue, it could -- in terms of the total pressure against the brands, I can call it back because you've got promotional investments above the line going as well. Was your total sort of pressure against the brands down less or maybe even off or whatever the answer is in relation to that above the line spending that's going on as well.
Sean Connolly :
Chris, we're going to get into this in quite a bit of detail in a couple of weeks. We talk through how we create this connections between our consumers and our brands. But what I'd say is our total investment has been very strong, and it remains very strong. And in any given quarter, we might toggle investment below the line. We might toggle it above the line depending upon what we think in that window, is right for the business. So for example, if we're in a launch window for new innovation going to market, we will put more money above the line for everything from slotting to in-store sampling on those new items, getting it on to an end [indiscernible] display, so people can discover it. If we're not in a launch window, but we're more in a sustaining window, we're driving repeat, we might spend more on e-commerce and search and things like that. So we're constantly toggling our spend to what we think is going to be most effective and most efficient in that window. And we've got a big innovation slate this year. So we've got some good trial generating support for that in our A&P line. At the same time, we've still got good support to get those things on shelf, get the right high-quality physical availability. So overall, it's working. And this is an important topic and one that we do want to get into in a couple of weeks with you.
Chris Growe:
Thank you.
Sean Connolly :
Thanks.
Operator:
And our next question will come from Robert Moskow with Credit Suisse. Please go ahead.
Rob Moskow:
Hey, thanks for the question. I kind of have two. But Dave, you've talked about low teens price/mix and low teens COGS inflation, and that's the explanation for why there's profit dollar growth in the relationship. But if you look at the gross margin impact in your slides from price/mix, it's significantly lower than that price/mix kind of run rate. And I think that's because of the mix. And I think it's because you're growing snacks faster than the rest of the business and maybe the gross margin isn't as beneficial to the mix when you do that. So is it possible to decompose the price/mix, like how much of it is truly price? And does -- when I look at it that way, do those two things offset each other, the price and the COGS inflation.
Dave Marberger:
Yes. What I would say, Robert is that you have to remember that when we quote price, right, so this quarter, it was 13%. That's always going to be lower in terms of the margin impact, right, of that price. Same thing with inflation. Inflation was 17%, but the margin impact of that was 12%. So it's really the same thing. The price if we're low teens price next year, that's going to equate to a lower margin impact, but then the same thing on the low teens inflation, right? So we're quoting a percentage of either the sales or percentage of the cost of goods sold, but when you translate that into a margin impact, it's lower. So it's really that relationship.
Rob Moskow:
Okay. And maybe a follow-up, in your press release, when you talk about the reasons for the volume decline, it really is all about price elasticity. It doesn't say anything about supply chain constraints or inability to serve customers. So is it just not material enough to show up in the price release that supply chain constraint?
Sean Connolly :
There's all factors at play Rob. We've got -- elasticities are happening, and they are happening well below historical norms, as I've said, and we're not able to ship to our customers at the same rate that they are burning through inventory. So they're both factors. And the one that's very topical right now is people want to know how is consumer demand holding up in the face of very strong pricing, and it's holding up extremely well relative to historical norms, but it's not zero. Dave, do you want to add some?
Dave Marberger:
Yes, just I would just add when you do the press release, obviously, you talk more about the material drivers of the thing, right? So it's clearly elasticities are the main driver of volume. There were some supply constraints, which we gave color to because we were asked. So -- but the main driver were the elasticity.
Rob Moskow:
Okay, thank you.
Operator:
And our next question will come from Bryan Spillane with Bank of America. Please go ahead.
Bryan Spillane:
Thank you, operator. Good morning, Sean. Good morning, Dave. I just had Dave two questions for you related to, I guess, related to the balance sheet. The first one is just given the net interest expense this year being impacted by higher rates, is that a fixed number now? Or if rates were to move in one direction or another, is there a potential that net interest expense could move?
Dave Marberger:
Yes. I mean we looked at all the forecasted rate increases for the year and then estimated what that number would be. So if it plays out as the forecasts are in terms of number of rate increases, then that's how we forecasted it. So it's really our commercial paper because that's really the variable piece where a lot of our debt is fixed, as you know, right, in terms of rates. So it's that. And then it's a little bit of just the average borrowing for the year just given some of the timing of working capital. So -- but yes, we've factored in right now what the current forecast is for rate increases.
Bryan Spillane:
Okay. But given that it's really just tied to the piece that's like CP, there shouldn't be a material move one way or another.
Dave Marberger:
Yes, it would -- it's all based on kind of where we are now. So I agree [ph].
Bryan Spillane:
And then just wanted, if you could expand a little bit on the comments you made earlier about leverage and leverage targets? And I guess they asked us in the context of kind of drifting up to four times in a market that today is -- equities are being more impacted by leverage today than they were a year ago or even on January 1, I would argue. So is there anything that you can do -- other than EBITDA growing, expected to grow in fiscal '23. Are there other levers you can pull, other actions you can take to maybe accelerate the deleveraging?
Dave Marberger:
Well, I think obviously, the core operations are the key driver, and we do expect for '23 to be down versus where we ended fiscal '22 on leverage. Obviously, as you've seen us over the last five to six years, we've done a lot of portfolio reshaping and divestitures. And so obviously, this is just a base forecast. So any divestitures we would have could reduce leverage further depending on what we would execute.
Bryan Spillane:
Okay. So it's -- that's -- I guess that was my question. You're not out of options, I guess, in terms of more than just organically deleveraging. There could be other options or other actions you could take to kind of help that along?
Sean Connolly :
Yes.
Bryan Spillane:
Okay, perfect. Thank you.
Operator:
And our next question will come from Jason English with Goldman Sachs. Please go ahead.
Melissa Napier:
Jason, you might be muted. We can’t hear you.
Jason English:
Thank you. Yes, indeed, I was. I was like two-thirds into my question, too. So thanks for the shout out. So thanks for slotting me in. I have two questions. First, on volume, on a three year stack basis in Grocery & Snacks and Frozen & Refrigerated you're kind of back to flat to where you were pre-COVID this quarter. And you're guiding to like a high single digit, almost 10% type volume decline next year, suggesting that you expect eating occasions coming to your portfolio to be well below pre-COVID despite what you're talking about sort of trade-in or away-from-home and despite what you've been saying about retention of eating occasions post-COVID. How do we square all that?
Sean Connolly :
Well, I think our planning posture across the board for this '23 plan, Jason, is to be prudent. We don't want to plan in a way that puts us in a -- we need to be in a heroic position in anything in terms of elasticities, supply chain rebound, et cetera. We want to -- it remains a volatile environment. We think the best guide for fiscal '23 is a prudent guide. And because as we've seen in the last year, things are going to happen that are different from what you assume at the beginning of the year, and you got to be able to navigate that. So that's the environment we're in right now, and that's the posture we've taken as we put together the plan.
Jason English:
Yes, that makes sense. It seems prudent. And separately, I'm in an event right now with a lot of your customers. And it's kind of depressing. They're talking about all this cost pressure, the limited ability to pass it through the consumer, the meaningful margin squeeze they are under. And you're the third food company in a row to get up and talk about the ability to price above inflation and get margin recovery, which we saw this quarter you're guiding to for next year. It kind of flies in the face of how I've always thought about the balance of power between the industry. Was it may be a bit more balanced rather than the sort of incongruent balance that we're seeing right now where CPG guys are saying they're going to flex a lot of muscle, while your customers are feeling a lot of pain. What's evolved to kind of cause that balance to pivot in this direction? And why do you believe it's durable?
Sean Connolly :
No, I wouldn't characterize it the way you're characterizing it, Jason. I mean when you go into these macroeconomic dislocations that we've experienced, the pain tends to come in waves. And manufacturers get hit with a lot of the pain early in the cycle, and that comes in the form of margin compression as you've seen we've gone through in the last year, a lot of that associated with the lag effect. And then the lag effect is a transitory effect that you do emerge from. So it's not as if what you're doing as you move through that cycle is you're recovering lost margin points as opposed to adding fresh new firepower at the profit line. That's not what's happening. This is about profit recovery. And that's an important thing. Manufacturers have to recover their margin, why? Because the top priority for our retail customers is growth. And our retail customers here at Conagra know that our innovation has been the absolute key to driving growth for their categories. They need and want that innovation to continue, but they know that, that innovation costs us money. We have to have healthy margins to be able to build out that innovation and get it to our customers in the market. And so they know we've got to take inflation justified pricing to recover our margins after we go through these windows where we experienced the compression that happens early in the inflation cycle. And that's exactly kind of how things are playing out.
Jason English:
Got it. Understood. Thanks. I’ll pass it on.
Operator:
And our next question will come from Cody Ross with UBS. Please go ahead.
Simon Negin:
Good morning. This is Simon Negin filling in for Cody Ross. The past two years have presented unprecedented challenges and demonstrated the importance of a strong organization. Moving into another period of uncertainty, what are some of the areas that you've changed and double down on that will continue to aid in navigating tough waters?
Sean Connolly :
Well, that's a good setup for our Investor Day in a couple of weeks because we've got -- I'd say there are areas of just continuous improvement and continued progress, like our innovation program, for example, just has been very strong for five plus years running now and it gets even stronger. There's other areas where we've got new things happening that are exciting and offer margin improvement opportunities going forward, particularly the work we've got going on in supply chain transformation and modernization, which we'll talk about in a couple of weeks. And then I'd say just from a team standpoint, culturally, our culture has remained incredibly strong throughout COVID. We've had our office open since June 15, 2020, and keeping our team together, because the work we do is very spontaneous and iterative and creative in nature. And so the importance of being together is critical to our ability to keep our innovation as agile as it is, and we'll just continue to get that stronger as we go forward.
Simon Negin:
Great, thanks so much.
Operator:
And this will conclude the question-and-answer session. I'd like to turn the conference back over to Melissa Napier for any closing remarks.
Melissa Napier:
Great. Thanks to everyone for joining us today. Bayle and I will be around all day for any follow-up questions. And as Sean mentioned, we are really looking forward to our Investor Day in a few weeks. You can visit our Investor Relations page on our external website for more information about Investor Day as well as the link to register. Thanks, everyone.
Operator:
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect your lines at this time.
Operator:
Good morning, and welcome to the Conagra Brands Third Quarter Fiscal Year 2022 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Bayle Ellis. Please go ahead.
Bayle Ellis:
Good morning, everyone. Thanks for joining us. I'll remind you that we will be making some forward-looking statements today. While we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of risk factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales, refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in either the earnings press release or the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. With that, I'll turn it over to Sean.
Sean Connolly:
Thanks, Bayle. Good morning, everyone, and thank you for joining our third quarter fiscal 2022 earnings call. Today, Dave and I will detail our results for the quarter and our updated outlook for the remainder of the year. We'll then open the line to your questions. I'd like to start with the key messages we want to share with you this morning. As we navigate a dynamic external environment, our team delivered a solid Q3 that was largely in line with our expectations on the top line and adjusted EPS. We remain laser-focused on successfully executing the Conagra Way playbook by creating superior products and ensuring physical and mental availability to create lasting connections between consumers and our brands. This enabled us to deliver a robust plus 6% organic net sales growth for the third quarter, in line with what we expected. The strength of our top line can be measured both in the absolute and relative to peers as we gained share in key categories on a 1- and 2-year basis. And it's important to note that in response to inflation-driven pricing that has been executed in the market to date, elasticities have been favorable to historical patterns, even more so than what we expected. Unit demand remains strong as consumers continue to recognize the superior relative value that our portfolio provides. As worldwide events contributed to an already challenging environment, our teams remain agile and nimble to respond effectively and continue to serve our customers. Our third quarter results reflect strong contributions from our latest innovations, and we have another exciting innovations slate planned for fiscal 2023. But we also experienced higher-than-anticipated inflation as the third quarter unfolded. In the face of these heightened costs, we again made the deliberate decision to continue to invest to service orders and meet the strong consumer demand for our products, ensuring physical availability is an important part of maintaining and building trust and loyalty with consumers. While these strategic investments contributed to margin compression in Q3, we believe making them was the right decision as we position Conagra for the long term. Ultimately, we landed Q3 EPS a bit differently than we previously anticipated, but we did get there. Our adjusted Q3 EPS actualized in line with our expectations, above forecasted performance, and our Ardent Mills joint venture offset incremental Q3 inflation headwinds. As we look to the remainder of the fiscal year, the environment isn't getting much easier in the near term. We now expect an additional $100 million of market inflation in Q4. The updated Q4 inflation forecast equates to a 26% increase versus 2 years ago. As we'll detail further today, this higher-than-expected inflation is disproportionately impacting some of our strongest businesses, including meat snacks and frozen. Keep in mind that these businesses rely on inputs like protein and dairy, which are harder to offset in the short term and that frozen requires more specialized temperature control transportation. But as we started to see this latest wave of inflation coming, we took action on pricing just as we have throughout the year. These new pricing moves go into effect in Q1 of fiscal '23 and are highly targeted toward frozen and protein snacks. These businesses have been distinguished by innovation-driven sales growth, favorable elasticities, continued share gains and limited private label competition. So although we are experiencing pressure on our total company margins near term, we will see the benefits of the new pricing actions we've taken to offset this latest wave of inflation beginning in Q1 of fiscal '23. With this context, we're updating our outlook for the remainder of fiscal 2022. Our updated outlook reflects expectations for continued strong consumer demand for our product and lower-than-historical elasticities as well as the further increase in our gross inflation expectations for the year and the timing of the related pricing actions. Specifically, we now expect organic net sales for the year to be plus 4%, and we project adjusted diluted EPS to land at about $2.35, which translates to approximately $2.65 of earnings power when taking into account the impact of the lag between inflation and our end market pricing this fiscal year. And with that overview, let's dig into the quarter. As you can see on Slide 6, our team delivered solid Q3 results in the face of a highly dynamic and challenging operating environment. On a 2-year CAGR basis, organic net sales for the third quarter increased at just under 8%, and adjusted EPS grew by over 11%. Looking at Slide 7, you can see that we continue to grow sales on both a 1- and 2-year basis. Total Conagra domestic retail sales were up 18.5% on a 2-year basis in the quarter. We also continued to gain share in the quarter with our category weighted share growth up on both a 1- and 2-year basis. And on a relative basis, our share performance continued to compare favorably to the industry overall and to our largest peers. Slide 8 demonstrates that we gained category share at levels that outpaced our top 15 peers during the quarter. And if you take a look at the chart on the right, the share gains in our frozen and snacks domains were particularly notable. As you can see on Slide 9, our performance in frozen and snacks has driven our total Conagra share gains fiscal year-to-date and during the third quarter. Importantly, our categories are healthy, attractive and growing. As you can see from the chart on the left, our frozen and snacks domains have grown nearly 8% and 9% during the fiscal year-to-date and third quarter, respectively. So we're not just gaining share, we're gaining share in some of the most attractive parts of the store. These results are holding notwithstanding our need to put significant inflation-driven pricing into the market. On Slide 10, you can see the extent of our recent actions which increased in Q3 and have accelerated over the last 5 weeks. On-shelf prices for our brands rose across all 3 domestic retail domains compared to the same period a year ago, with inflation-driven price increases most concentrated in frozen and protein snacks. We implement these pricing actions. We're watching the impact on volumes closely, and we are pleased that the price elasticity has remained below historical levels. Slide 11 demonstrates that unit sales have remained consistently positive on a 2-year basis even as the on-shelf prices for our brands have increased. This dynamic is a testament to the fact that despite the broad-based inflationary environment we're operating in, the targeted nature of our inflation-driven pricing actions and the superior relative value of our products continue to resonate with our customers and consumers. A great example of this is our Banquet brand in our frozen business. As we've discussed before, the Banquet brand is a mainstay in American households and has undergone considerable modernization to ensure that the brand delivers on its promise of relevant flavors, hearty portions and a great value. Consumers see the relative quality and availability of our Banquet products and continue to choose Banquet despite inflation-driven price increases. Banquet's volume has remained consistent as prices went up in stark contrast to a key competitor. We see a similar story in our snacks domain with Slim Jim, another brand that has made lasting connections with its consumers through perpetual modernization, relevancy and availability. Despite the increased cost of protein and associated pricing actions, Slim Jim volumes have increased considerably, far outpacing a key competitor. In addition to strong relative performance compared with other branded products, we also continue to maintain share relative to private label products. Slide 14 shows private label dollar share across the edible industry at large, across the categories in which Conagra competes and across Conagra's frozen and snacking categories specifically. Two things stand out about this chart. First, we compete in parts of the store with less private label penetration than the edible space at large. And second, the share of private label sales has remained stable amid the highly inflationary environment over the past several years. We believe the data shows that consumers are finding comfort in the quality, reliability and familiarity that national brands provide, particularly modernized brands like those in our portfolio. And we have not backed off from our modernization focus in the current environment. Innovation has remained a key to our success. Slide 15 shows the impact of our disciplined approach to delivering new products and a modernized portfolio. During the third quarter, our innovation outperformed with the strong results we delivered in the year ago period. And once again, our innovation rose to the top of the pack in several key categories, including with toppings, frozen vegetables and frozen plant-based meat alternatives. And we have another exciting line-up of new innovations set to hit the shelves during fiscal 2023. The new products you see on Slide 16 are already being accepted by customers who have come to respect the innovation and marketing engine at Conagra and our ability to drive demand in key categories. Our ongoing investments in e-commerce also continued to yield strong results in the third quarter. We delivered compelling quarterly growth in our $1 billion e-commerce business as we outpaced the entire total edible category in terms of e-commerce retail sales growth in Q3, building on our momentum from fiscal 2021. Looking at the chart on the right, you can see that our e-commerce business has continued to grow as a percentage of our total retail sales as we continue to invest behind supporting our brands. I'd like to briefly detail our performance across our 3 retail domains, starting with our frozen business on Slide 18. Frozen continues to be one of the strongest businesses in our portfolio and offers convenience and quality that make it the perfect fit for today's consumer. In Q3, we continued to deliver strong growth on both a 1- and 2-year basis. And within this domain, meat substitutes, single-serve meals, desserts and multi-serve meals were the main drivers of our results. Driven by the appeal of our products to the consumer and the investments we've made in brand building and innovation, our leading frozen portfolio again grew share in Q3, both in the domain overall and within key categories. Now let's talk about snacks. Slide 20 highlights the meaningful acceleration in retail sales growth that we've experienced in our snacks business. In the third quarter, our snacks business grew 11% year-over-year that equates to more than 30% growth over the same period in 2020. Within snacks, we have seen growth across key categories, highlighted by more than 20% year-over-year growth in meat snacks. Similar to our frozen business, our snacks portfolio is gaining share in this large and growing domain. We delivered share gains in multiple snack categories, including several popcorn categories, meat snacks and hot cocoa. Our staples retail sales have also been growing over a 2-year period, and that trend continued in Q3. Specifically, we saw very large increases in retail sales for refrigerated whipped toppings and cooking spray, both of which were up over 25% in Q3 on a 2-year basis. Since the onset of COVID-19, many consumers have strength in healthy categories. We are driving growth, gaining share in attractive categories and remain disciplined in executing the Conagra Way to create lasting connections with consumers. The health of our business is what will enable us to deliver profitable growth for the long term. In the immediate, however, we face a volatile cost environment that continues to be very challenging. As the third quarter unfolded, our expectations for full year fiscal 2022 gross inflation increased from approximately 14% to approximately 16%. The biggest driver of this change is the market inflation that we now expect for Q4. At the time of our Q2 call, we expected Q4 gross inflation of about 11%. Today, we expect Q4 gross inflation of approximately 16%. On a 2-year basis, Q4 gross inflation is expected to be an unprecedented 26%. And as I noted earlier, these incremental costs are disproportionately impacting our strong frozen and snacks businesses. Both rely on inputs like protein and dairy, which are harder to offset in the short term, and in the case of frozen, require specialized temperature-controlled transportation. As noted on Slide 25, we're updating our guidance for the full year to reflect the trends I just covered. We now expect organic net sales growth of approximately 4%, adjusted operating margin to be approximately 14.5%, adjusted EPS to be approximately $2.35, and as I just mentioned, we're updating our gross inflation guidance to approximately 16%. We're also providing guidance for the fourth quarter to reflect the higher estimated inflation and the lag in the offsetting pricing actions. In Q4, we expect organic net sales growth of approximately 7%, adjusted operating margin of approximately 15.5%, adjusted EPS of approximately $0.64 and gross inflation of approximately 16%. While the environment remains challenging, our team continues to stay focused on executing our Conagra Way playbook and positioning our business for long-term growth and value creation. We delivered strong sales growth and continued to gain share, particularly in our healthy and growing frozen and snacks categories, both of which continue to resonate with consumers despite necessary price adjustments to help offset the impact of inflation. While accelerated inflation has put pressure on our near-term earnings, we're confident in our ability to offset the impact with additional inflation-driven pricing actions. And overall, due to the strength of our brands and consistent approach to creating lasting connections with consumers, we are confident in the underlying health of the business and the many value creation opportunities ahead. We hope to see you at our upcoming Investor Day on July 28 at the New York Stock Exchange, where the team and I will be sharing more on our plans for the future. We look forward to seeing many of you there in person. Now that I've highlighted our performance for the quarter. I'll turn it over to Dave to provide more detail on our financials.
Dave Marberger :
Thank you, Sean, and good morning, everyone. I'll start by reviewing our quarterly results at a summary level, as shown here on Slide 28. As Sean discussed, we delivered strong organic net sales of plus 6% in Q3, reflecting the continued relevancy of our portfolio to consumers. We experienced better-than-anticipated elasticities on volume in the face of our inflation-driven price increases. Inflation pressures accelerated as Q3 unfolded as reflected in our Q3 operating margins. At the same time, our Ardent Mills joint venture, reflected in the equity earnings line, had a strong quarter driven by favorable market conditions. Q3 adjusted EPS of $0.58 was largely in line with our expectations, down 1.7% versus prior year and up 11.1% on a 2-year compounded growth basis. Overall, a very solid Q3 financial performance given the volatile operating environment. We show a breakdown of our Q3 net sales bridge on Slide 29. Our 6% organic net sales growth was driven by a strong price mix increase of 8.6%, reflecting the inflation-driven pricing actions we have taken in every segment of our business over the last year. Volume declined 2.6%, primarily due to the elasticity impacts of the price increases, along with supply constraints on certain refrigerated and frozen products. Looking at reported net sales drivers, the divestitures of our peanut butter and Egg Beaters businesses drove an 80 basis point decline, and foreign exchange was an additional 10 basis point headwind. Together, these factors contributed to 5.1% growth in total Conagra net sales for the quarter versus a year ago. Slide 30 shows our Q3 net sales summary by reporting segment on a 1- and 2-year basis. We delivered organic net sales growth across each of our segments this quarter due to inflation-driven pricing and continued strong consumer demand. Growth was particularly strong within our Foodservice segment where volume continued to rebound as restaurant traffic recovers from the impact of COVID-19. Foodservice third quarter organic net sales were in line with pre-COVID sales levels. Within our 2 domestic retail businesses, both Grocery & Snacks and Refrigerated & Frozen delivered strong price mix results for the quarter. Volumes were down a bit more in refrigerated and frozen than in Grocery & Snacks as we had some higher-than-expected supply disruptions in Refrigerated & Frozen in the quarter associated with labor and materials challenges, but we expect this dynamic to improve as we progress through Q4. For total Conagra, organic net sales grew at a 2-year compounded growth rate of 7.8% in the third quarter. We show the operating profit and margin summary of each of our reporting segments on Slide 31. Adjusted operating profit was down 9.9% in Q3 and was essentially flat on a 2-year compounded basis. As you can see from our results, inflation and cost pressures were most concentrated in our Refrigerated & Frozen segment this quarter. I have a slide later in my remarks with specifics, but at a summary level, as Q3 unfolded, we began to experience higher-than-anticipated inflation on protein and higher costs in the temperature-controlled transportation network, both of which are harder to offset in the short term. But as you heard from Sean, our frozen businesses continue to win with consumers. While we look forward to getting back to a more normalized cost environment, we believe that our frozen portfolio is well positioned to support the additional price increases that the current inflationary environment require. We've recently announced new pricing actions for our frozen businesses as well as for our protein snacking businesses, which are also experiencing elevated levels of inflation. We will see the benefits of these new pricing actions in Q1 of fiscal year '23. Page 32 summarizes total Conagra operating margin, excluding Ardent Mills for the third quarter. This page really highlights the significant impact that inflation had on the business in the third quarter. Q3 total market inflation was 15.4% and negatively impacted operating margin by 10.6 percentage points in the quarter. This inflation level was higher than what we estimated when we discussed our outlook with you following Q2, and it's driven the additional pricing actions I just mentioned. The good news is that our 8.6% increase in price mix and sales translated to 5.7 percentage points of operating margin improvement in the quarter. We also delivered 1.5 percentage points of productivity improvement, net of operational offset in the quarter. Our teams were able to deliver this level of net productivity even in the face of meaningful labor disruption. The level of base productivity we achieved in our plants and our production output were both challenged in Q3 due to Omicron-related labor disruptions. But with the labor situation now starting to stabilize, we expect abate as we progress through Q4. We also saw marginal benefits from A&P and adjusted SG&A savings in Q3. These factors combined to deliver adjusted operating margin of 13.7% for the third quarter. Turning to Slide 33. You can see our adjusted EPS bridge for the quarter. The operating profit drivers I just discussed resulted in a $0.06 decrease in adjusted EPS versus Q3 of last year. The primary operating profit headwind was the 15.4% inflation rate. The other major headwind in Q3 was the unfavorable operating efficiencies related to labor disruptions in our operations that I just mentioned. The tailwinds for the quarter were the significant price mix benefits and realized productivity that we delivered. We also had lower SG&A and A&P costs in the quarter. Q3 EPS was also favorably impacted by a lower weighted average interest rate on outstanding debt and by a very strong quarter from Ardent Mills. Given the nature of Ardent's business, it can benefit from volatile market conditions. Although Ardent income is recorded below operating margin in our financial statements, it is a cash-generating business that has performed well in this highly inflationary environment. As you've seen in our materials this morning, the highly inflationary environment has caused us to reduce our adjusted EPS guidance for the year. However, we believe it's important to provide some additional details on how we view the underlying earnings power of our portfolio, which we believe is strong. On a pro forma basis, we estimate that fiscal '22 adjusted EPS approximates $2.65 versus the updated guidance of $2.35 we're sharing today. So what does the $2.65 represent? First, as you can see on the chart, it incorporates the impact of the updated market inflation estimate we're now expecting in Q4, driving a reduction in our previous EPS estimate of about $0.18. The $2.65 also reflects estimated favorability of approximately $0.03 versus the previous full year EPS estimate for Ardent Mills. Beyond those items, the $2.65 reflects our estimate of all the pricing lags we faced this fiscal year. As you've heard us discuss in recent quarters, the reality of a CPG food business is that inflation hits the P&L before a corresponding pricing response can be executed with customers. Generally, that lag is about 90 days. We've estimated the impact of our pricing lags, netted elasticities for fiscal year '22. We believe that the full year EPS impact of these lags is approximately $0.30. This estimated impact excludes our Foodservice and International segments as we only quantified it for the domestic retail businesses. Of course, it's important to understand what this estimate represents. It is not our fiscal year '23 EPS guidance. We will provide more insight on our expectations for fiscal '23 after fiscal year '22 ends. But it is our estimate of what adjusted EPS might have been in fiscal '22, if price increases were effective at the same time that inflation actually hit our P&L, better demonstrating the underlying earnings power of the business. Slide 35 breaks down our revised inflation expectations a bit further. As you can see, the expected inflation rate for Q4 has the biggest delta compared to our previous expectations. If you look at the chart on the right, Q4 inflation is expected to be approximately 26% versus 2 years ago, clearly an unprecedented level of market inflation that we are managing through. Slide 36 goes into more detail on where we saw this inflation impact on our supply chain most severely in the third quarter, and where the bulk of the incremental $100 million of new inflation is coming from. As Sean and I have both mentioned, transportation and proteins were particularly challenging in Q3 and remain so as we started Q4. Dairy has also been a headwind versus our prior expectations. Let's talk a bit more about each of these. Beginning with transportation, Q3 costs were heavily impacted by driver and truck availability, which resulted in more inflationary pressures from spot market usage and rates. Additionally, as you are all aware, fuel prices were driven up significantly during the quarter due to unforeseen worldwide events. With respect to proteins and dairy, we also saw Q3 inflation at rates higher than previously forecasted. Meat-based proteins are difficult to hedge and current industry freezer inventory positions are at multiyear lows. This supply dynamic limits our ability to build our freezer stock inventory, which is our typical coverage strategy. For a bit more perspective on cost, our total meat-based protein spend in fiscal '21 approximated $675 million. For fiscal '22, we now estimate total meat-based protein market inflation of approximately 50%, which is approximately $340 million of additional market cost in this one commodity area, driving nearly 40% of our total gross materials inflation in fiscal '22. In summary, these 3 categories alone are estimated to drive $0.16 of the incremental gross cost inflation we're now expecting for Q4. Turning to the balance sheet and cash flows, we stayed the course on our balanced capital allocation approach this quarter. As outlined on Slide 37, we reduced net debt by approximately $240 million in Q3 and getting our net debt-to-EBITDA ratio to 4.2x. As more of our pricing actions flow through our balance sheet in the fourth quarter, we expect this leverage ratio to drop to approximately 3.9x. We remain committed to an investment-grade credit rating and to our long-term net leverage target of roughly 3.5x. I'll wrap up with a repeat of the updated guidance that Sean walked you through. our new fiscal '22 and Q4 guidance are shown on Slide 38. As you've heard from us this morning, we expect our strong top line momentum to continue with benefits from our pricing actions and favorable elasticities driving organic net sales growth of approximately 7% in Q4 and approximately 4% for the full year, up from approximately 3% in our previous guidance and up from approximately flat in our original fiscal '22 guidance. Because of the incremental inflation we have discussed today and the additional lag in the pricing actions, we are estimating Q4 EPS to approximate $0.64, a strong increase of 18.5% versus the prior year. This results in EPS for fiscal year '22 of approximately $2.35, down from approximately $2.50. We also now expect market inflation for the year to approximate 16%, up from approximately 14%, and we expect adjusted operating margin to be underlying earnings power of our business. Following the Conagra Way playbook, we continue to invest in our brands to create innovative products that resonate with consumers, and we believe these investments have positioned our portfolio well to manage through this challenging environment. We look forward to diving deeper into the progress we have made and the future opportunities we see at our upcoming Investor Day scheduled for July 28 in New York City. You will also hear from our new supply chain leader, Ale Eboli, who will review the strategic actions we are planning to drive further efficiencies in our supply chain. We will also communicate our algorithm for longer-term financial performance. We look forward to seeing many of you then. Thank you for listening, everyone. That concludes my prepared remarks today. I'll now hand it back to the operator for questions.
Operator:
[Operator Instructions] And the first question will be from Andrew Lazar with Barclays.
Andrew Lazar:
I guess, Sean, to start off, I know it's obviously early to detail fiscal '23 expectations and things are still fluid, but perhaps you can at least give us a bit more color on how Conagra maybe sort of hedged on some key inputs as we go into fiscal '23, more so we have a sense of your level of visibility to the cost profile, and therefore, maybe the time that you have to try and better match inflation with pricing as you move forward. I guess what I'm getting at is, should we expect this sort of a lag to continue to maybe impact results to start the new fiscal year? Or do you think by that time, given where costs are today, you will have more effectively caught up? And then I've just got a follow-up.
Sean Connolly:
Well, Andrew, what I'll ask is let's Dave give you some comments on kind of how we're hedged for next year and then let me give you some of my thoughts on this lag dynamic.
Dave Marberger :
So Andrew, where we are right now, if you look at for Q4, within the quarter, we're over 80% hedged on all our materials for Q4. As you look to fiscal '23, at this point, we're about 40% hedged overall. That obviously varies by different areas. So certain ingredients and packaging, we would be above that. But certain areas like the meat-based proteins, which we've talked about a lot today, less than that. So it really does vary. So we will obviously continue to update that as we move closer to the end of the fiscal year. But that's where we are now. And that's pretty much in line with where we would normally be this time of the year for next fiscal year.
Sean Connolly:
Yes. And I would just add that the bottom line is that, but for the lag effects, our business has performed remarkably well this year and is proving to be quite resilient. That said, lag effects come with the territory. And when manufacturers like us get hit with these waves of inflation, plural, you need 2 things to navigate. You need strong brands and perseverance, and we've got both. It's really not a matter of getting the pricing to line up better with when the inflation hits because mechanically, the way this works is pretty straightforward. First, we experienced a rise in our cost base. That triggers a price increase from us to our retail customers. And then at about the 90-day mark, we begin to see the benefit of that pricing in our P&L, and that's pretty standard. And if we experience multiple waves of inflation as we have this year, we repeat that process over again, and we start recovering the immediate profit squeeze in each wave after that 90-day lag passes. I think the most critical thing is as that process unfolds is watching what happens with volumes. And for us, that assessment has shown the tremendous strength of our brands because we're experiencing fairly modest elasticity demand across each of our 3 consumer domains of frozen snacks and staples. And that's due in large part to the success of the innovation we've got in the marketplace. So we're growing. We're gaining share. And in fact, 3 of our largest brands, Healthy Choice, Birds Eye Voila and Slim Jim, have posted double-digit growth for the past quarter in the scanner data with positive volumes despite price increases that are pretty meaningful. And I think that shows you that the consumers are concluding that these brands are, in fact, offering superior relative value versus things like other in-store alternatives or eating out.
Andrew Lazar:
Got it. And then just a quick follow-up is just on some of those brands where maybe you've broken through some, what have been sort of key maybe historic pricing thresholds. Have you seen more elasticity in those items specifically, which -- or not, which maybe gives you a bit more of a forward look on how broader elasticity may play out for the company as more pricing flows through?
Sean Connolly:
Yes. As I mentioned, Andrew, in my prepared remarks, we do scrutinize elasticities very carefully across all the domains. And what we continue to see in each of our 3 domains is very favorable patterns versus historical norms. And that's even after multiple waves of inflation and the follow-on pricing. Now if we were to experience additional waves of inflation, we absolutely would price again. But I would expect elasticities to remain favorable versus historical norms. And I think you got to think about the work that we've undertaken to modernize this portfolio over the last 7 years. It's a pretty massive transformation, a pretty incredible modernization. And it's working for consumers, and that's -- you see it in our share gains even as prices increases. And so that's kind of how we see things. Now the one other nuance that I will point out with respect to elasticities that I think gets overlooked a lot, and that is that elasticity effects in our portfolio anyway tend to wane as time goes on because consumers are adapting. So in light of the fact that we had waves of pricing, in any given window going forward, we might have older pricing where elasticities are waning, which can offset newer pricing that's been put in place where elasticities are first appearing. So there's a bit of an inherent hedge built in as time passes when you've got a broad portfolio and you've got multiple waves of pricing.
Operator:
And the next question will come from Ken Goldman with JPMorgan.
Ken Goldman:
Dave, again, with the understanding that the situation is fluid, you're not ready to really talk about fiscal '23 yet. I just want to get a sense, just to build on your commentary about where you are hedged best guess, as things stand today, where might we expect your cost inflation to be at its worst in terms of general time of the year? And when might you anticipate pricing being at its peak? I know we can't be overly precise here. I just really want to get an idea of rough timing for these factors if you have that general sense for us.
Dave Marberger :
Yes, Ken, the one opening comment I would make is there's nothing normal about the current environment. So if you just look at how [certainly](ph) we've had a 26% 2-year inflation stack in Q4. I've been in food for a long time, and I've never seen anything like that. So there's nothing normal right now. But having said that, we put out there, we attempted to try to quantify what we think the impact of the pricing lag on fiscal '22 is if we could price when we got hit with the inflation. And we walked through that, that's $0.30 to get us to $2.65. That is not guidance for next year, okay? What it is, is it's more of a pro forma kind of assessment of where our underlying profit is or our earnings power. When we look to '23, there are a lot of different items that we have to work through before we finalize our estimates. So what are those things? Well, obviously, we've taken a lot of pricing this year that we're going to wrap on. So we're going to have a big benefit next year because we're going to get a full year benefit of pricing. We're also going to have the full year wrap of inflation because inflation has been going up during the year, too. So we have to work through all those details. We have to update what our demand is going to look like based on elasticity estimates. Sean just articulated very well how we're seeing things now, and we have to continue to monitor that. The big thing is, and this is your question, what is our updated assessment of fiscal '23 inflation and any related pricing that may be necessary from that. So we're in the process of looking at all the markets. I answered the previous question that we're about 40% covered for '23 right now, but we're still working through that and assessing the markets. And the last piece that affects next year is updating our productivity estimates as the supply chain rebounds from all the operational challenges that we're dealing with in fiscal '22. So as you can appreciate, that -- there are a lot of big factors that are going to impact fiscal '23, so I can't really give you any specific numbers at this point. Hopefully, that gives you a little bit of color of how we're thinking about it.
Sean Connolly:
Yes. Ken, I'll just add a couple of thoughts here. I just want to point out, we have not been and we will not be overly optimistic in terms of our inflation outlook. If you look back to what we were calling for at our last quarter in Q4, we called for 11% inflation, and that was on top of big inflation in Q4 last year. So specifically, we called for about a 20.5% 2-year stack on inflation in Q4 and that’s a big number. And had it come in, we would have landed full year EPS this year at $2.50. So that's kind of been our posture. There was no way we could have called the 26% 2-year stack and the 16% Q4 inflation versus 11%. But we obviously -- now we've experienced it, and it will cause us to continue to be balanced in our outlook. And understandably, we've spent a lot of time talking inflation today, but I think an equally important topic is, in fact, the broad-based strength we're seeing in the portfolio. It is undoubtedly the by-product of 7 years of heavy lifting to modernize this business, and it matters a lot because it's given us the ability to take meaningful inflation-driven pricing, and it enabled us to maintain consumer loyalty even after taking price as evidenced by the modest elasticities we've experienced. So yes, we've experienced a lot of inflation, but we've also been aggressive in taking the justified actions to offset it. And I just looked at the scanner data for the week ending March 27 for 10 companies, us and 9 competitors, and what it shows is that versus 2 years ago in the most recent 4-week period, Conagra's price per unit change versus prior year ranked #1; and for the most recent 13-week period, we ranked #3; and for the most recent 52-week period, we ranked #4. So the actions we've taken are clear in the data. The consumer has also seen it, but their conclusion based on their purchase patterns remains the same, and that is that our portfolio is giving them superior relative value even after raising prices.
Ken Goldman:
All of that makes great sense, and I really do appreciate the color. Dave, if I can just ask a quick follow-up just to something that you said. You talked about, I think, lapping some of the challenges you've had in terms of inefficiencies in fiscal '22. Is it reasonable to expect that beyond just the lapping, we should anticipate some incremental cost savings that are more long term in nature that you'll implement in 2023 and beyond, whether it's automation, anything along those lines that we could look forward to, perhaps, again, not quantifying just trying to get a qualitative sense.
Sean Connolly:
Yes. Ken, we're going to actually talk about that quite a bit at our Investor Day on July 28. Ale joined us after a long illustrious career at Unilever. He is off to a fantastic start. Modernization of the supply chain in the food industry, I think, is a real opportunity going forward. So we've got exciting plans there, and we'll be sharing kind of how we see things here when we see you all at the Stock Exchange on July 28.
Operator:
The next question is from Bryan Spillane from Bank of America.
Bryan Spillane:
Maybe just a follow-up to just Ken's question just now. Dave, I think it was in the slides. It was Slide 32, where you've got the operating margin bridge and there's productivity net of operational offsets. Can you just kind of drill into that a little bit? How much of that -- does that at all include the benefit from lapping some of the inefficiencies from last year that Ken mentioned or the COVID-related costs? Just trying to understand what the pieces are inside that.
Dave Marberger :
Yes. So just breaking it out, if you look at sourcing and productivity, that's about 400 basis points of tailwind, a positive. So our kind of supply chain inefficiencies. So with our output being down higher-than-expected absorption, fixed costs there and just labor disruptions and premiums we have to pay to kind of keep the manufacturing plants running and meeting demand and just everything that went through that, all those inefficiencies are netted in there. So that's about 250 basis points of a headwind to get to the 1.5%.
Bryan Spillane:
So Dave, is the way to think about that because the prior year base would have had inefficiency -- I'm assuming, right, the prior year base had the -- I think you had called out last year, like inefficiencies related to COVID shutdowns. So like the gross to net here on productivity, as some of these things go away, will you actually capture more of the productivity intended or the gross productivity going forward without having to do anything else additionally?
Dave Marberger :
Yes. So a lot of the productivity that we see, right, they're sourcing -- we capture 2 sort of elements of productivity, right? There's the sourcing, which is because we always quote inflation gross and then we're able to hedge and do other things to reduce some of that market cost. So that's an error. And then we have our core productivity programs. And what's happening is those programs, so driving favorable yields and all the different things that happen to drive productivity, people do those things, and there's projects that manage those things. Well, when you're short labor and it's all hands on deck to produce, you do -- that does disrupt your core productivity programs, right? So it almost can become a double whammy because you're not driving the savings and you have to pay additional costs just to get the right staff to be able to produce what you need. So it's hard to quote a number conceptually, I would say yes. But we also have to have stability with labor, right? We didn't know a quarter ago what the extent of Omicron was going to be. So there's just so many things that have happened that we haven't been able to predict. So assuming we don't have more of those things that we can get stability, we'll be able to get back to some of our core programs.
Operator:
And the next question comes from David Palmer with Evercore ISI.
David Palmer:
Just a follow-up on gross margins. It looks like fiscal '22 gross margins might be 300 basis points lower than that of fiscal '19. And your comments about the $0.30 of lag between price and inflation would imply something like 200 basis points of margin recovery if that lag would too narrow. And so I'm wondering, thinking about -- trying to think about the sort of the stacked performance of price versus inflation and how we could have that be that, perhaps that gross margin might narrow to as little as 100 basis points when you've had so much inflation. 26%, you said stacked inflation. You've had 10% price stacked currently, some more to come, but it's hard to believe that you get all the way up into the mid-20s. So I'm wondering, could you help us think about how you might be able to bridge to only 100 basis points of gross margin pressure if that lag narrows in '23.
Dave Marberger :
Yes, David, that's -- it's tough right now for me to kind of get into that. I think -- we -- a lot of it comes down to what the additional inflation is going to be and what the additional pricing is going to be that we need. So as of now, we're taking significant pricing that will hit in Q1 from the inflation that we just saw. It's mostly in our frozen and snack business, and so that will be a significant benefit in Q1. If we get inflation rates that can get back to more moderate levels, then it's going to be able for us to expand our gross margin. And then as I mentioned previously, our productivity, how quickly can we bounce back to get more stabilized labor and get our productivity programs up to where they are historically. So there's just so many factors that we're still working through that I can't give you a precision right now on '23 margins.
David Palmer:
Maybe just a follow-up. If you were to say identifying maybe 1 or 2 top factors or risks that you're thinking about as you're thinking about getting that margin recovery from the price versus inflation lag, maybe risks to that margin recovery, and it might not just be the price elasticity of demand, it might be some other things, what were some of the top risks that you see there?
Dave Marberger :
I think it would be another year of excessive inflation on top of this year, which is 16%. That would be one because, as Sean mentioned earlier, once we get above a certain level, we price and there's a lag there, right, which impacts gross margin. The productivity programs that we have, can we get stability in our operations so that we can get back to driving more cost savings and be more efficient, get rid of some of the absorption on favorability that we've had, but it really depends on the stability of labor. So I feel like I'm talking about the same things that are impacting this year. What we feel good about, David, is the pricing, the fact that the pricing we've taken this year, we're getting into market, the elasticities are favorable, and that's a really good sign. Like if you go back to the beginning of the year, you just look at our guidance to start the year, we had guided for organic net sales of flat, and we had said we think pricing -- we estimated pricing to be 3% to 4% and volume to be down 3% to 4% on that flat base. If you look at where we are now, with our guidance, we're looking at pricing for the year that's going to be about 7% and volume that's going to be down around 3%. So the volume estimate didn't change, and we've gotten twice the amount of pricing that we thought we were going to get. So that is obviously really important for this company as we move into '23 because we are able to price for inflation, and that's going to help us drive our margins. So it's all of those factors that I just mentioned are going to impact margins for next year.
Sean Connolly:
Yes. And David, it's Sean, just to weigh in here. I'd like to think in terms of opportunities and risks, both sides of the coin because we are obviously always on the outlook for both. And on the opportunity side, I think -- the bottom line is the fundamentals of the business are incredibly strong. We've got strong organic growth. We've got very resonant innovation. We got great share gains. And importantly, we've got the ability, because of the work we've done in the portfolio to take these inflation-justified pricing actions, and the consumer is not responding negatively to that. So that is really on the opportunity side of the ledger. On the risk side of the ledger, as I try to explain today the mechanics of successive waves of inflation are such that, that means there are successive pricing actions and the corresponding lags that go with it. Those lags carry in window of time period risk. And then the other risk that we've talked about today as well that is on investors' minds as well is, "Hey, if you continue to have these waves of innovation, will elasticities at some point, go south and get worse?" And we don't see anything that is indicating that's the case. And in part, it's due to what I talked about on last quarter's call, which is the comparator set for these consumers as they're really assessing total value right now is not just an item versus what's to the left and the right of it on the shelf. It's the item versus what else they could buy. And when people are in the tough kind of negative outlook environment and they're looking to cut costs, they tend to switch out of the highest ticket items first. And that means we expect to continue to source a lot of our growth as we have been from people electing to eat in home instead of out-of-home. And that is one of the things that is favorably impacting our elasticities.
Operator:
And the next question will be from Rob Dickerson from Jefferies.
RobDickerson:
Great. It might be kind of an overly basic question, but I'm curious. So the operating margin guide for Q4 relative to Q3 is a little bit higher, right? But at the same time, you're speaking to higher cost inflation relative to what you had expected. There's incremental pricing forthcoming, we have been told that's coming until mostly Q1. So I'm just curious if you could provide some color as to like what does improve? It seems like even though albeit slightly, like what does improve kind of in that Q4 relative to Q3? That's the first question.
Dave Marberger :
Yes, Rob, you'll see we had additional pricing that we took that does come into effect kind of midway through Q4. So that's going to help our gross margin versus prior year and versus prior quarter. As well as our SG&A and A&P combined, we're going to see some favorability there relative to prior year-end and Q3 as well.
Rob Dickerson:
All right. Fair enough. And then I guess, just kind of broadly speaking, to step away from the consolation conversation is just portfolio positioning overall, right? So I mean, you continue to kind of speak to the stronger portfolio. You're investing in the brand, you need pricing power, would you say as you still kind of think on the go forward, let's say, the next 3 years that the role of your kind of staples part of the portfolio is still kind of viewed as positively today, maybe as it has been over the past 2 years, just kind of given all the benefits you saw with COVID? Or are there areas to kind of maybe increasingly focus the portfolio, just refrigerated frozen snacks, et cetera, kind of more on the growth side? And I would just leave it at that.
Sean Connolly:
Yes. I'd say, Rob, over time, you've seen our portfolio has significantly increased in refrigerated and frozen and snacks relative to our staples business. That said, we've been very deliberate in being aggressive to reshape that staples business because there's a lot of good to get out of staples businesses overall. What we've done is we've identified the businesses within staples that are more commodity-like in nature, where we see more private label development and there's less pricing power, and we have divested those businesses. And what we're focused on in staples are think of staples as cooking ingredients and enhancers. And these can be incredibly high-margin businesses with very solid top line performance, if not growth potential. So we've got just gems in our staples business across that business like, PAM cooking spray and ROTEL and lots of other places where we've got extremely strong relative market share, extremely strong margins and a pretty nice top line. But we're just continuing to reshape that business because it does throw off a tremendous amount of cash that then becomes an engine for the growth and innovation that we've extracted out of frozen and refrigerated and out of snacks. So it plays an important role in the portfolio, not to mention to our customers, these are traffic builders, a lot of our staples products. So they're really important to our customers, and it helps us from a scale perspective, having some leverage when we're talking to these large retailers. So we'll continue to look at perpetually reshaping our portfolio for better growth and better margins. That's kind of what we do every day around here.
Operator:
Our next question is from Chris Growe from Stifel.
Chris Growe:
I just had a quick question for you and a question, I think, for Sean, just around where you see the consumer today? We talked a lot about favorable levels of elasticity, there's some indication that private label is starting to pick up, for example, and maybe some trade down in certain categories. I just want to get a sense without going through every category certainly but from a high level, what you're seeing across your business in some of your key categories?
Sean Connolly:
Yes. We -- first of all, Chris, overall, our portfolio under-indexes in terms of private label development versus food in general and a lot of our peers. In our 2 high-growth areas of frozen meals and snacks, we have very little private label development in some places not. So there's not a lot of interaction there. And what's important about that is a lot of the targeted pricing that we're taking in Q1 of next year to offset this Q4 inflation. It's very focused in frozen and refrigerated and in meat snacks. And so those are our very strongest businesses, very low private label development. So that, again, bodes very well. But in terms of private label overall, as I often tell you all, it's very category-specific. And what I look for or what I see when I see private label switching and interaction is, a, it tends to be a more commodity-oriented category. So think cooking oil, ibuprofen things like that, where the consumer is very smart. There are low switching costs. And if those spreads between the 2 brands get too wide, it's easy to switch. And so we don't have a lot of those categories. We did cooking oil, peanut butter liquid eggs. We've exited those businesses, and we don't -- we've got a couple, but we don't have a lot across the board. The other place where you see trading down and switching is when you have a very high ticket item, $15, $20 a purchase. We don't have a lot of those products in the portfolio. Actually, elsewhere in CPG, cleaning products, things like that, they can experience those trade-offs. Maybe the closest analogy for us is eating away from home. That's a high-ticket item. And that's where we've seen trading down, but instead of that trading down going to private label, we are the beneficiaries of that trading down and we'll take it.
Chris Growe:
And just to be clear then, are you building in -- do you build in like increasing levels of elasticity across your business going forward just to be conservative or based on historical experience?
Sean Connolly:
Yes. Our -- what we've done from the beginning is we -- initially, we kind of started modeling elasticity based on historical elasticities. We are not experiencing anything close to historical elasticity. So -- but we do bake in elasticities and we've got pretty good models now that are calling them pretty accurately, and we attach elasticities to each successive wave of pricing that we had to take, and we don't really model in the waning of elasticities on the older pricing that we've got, but we actually can see that in the marketplace. And that's a dynamic I've been seeing as long as I've been doing this. People do adapt to higher prices if you look over the last 50 years. Price of pretty much anything you buy has changed many times over.
Chris Growe:
I had just one other quick question for Dave. On that chart where you show like the pro forma EPS and the $0.30 of -- from the impact of the pricing lag, I'm just trying to understand that number. Because the market inflation you cite on there is a $0.21 drag at the operating profit level. What's the difference between those 2? Is that -- were you unfavorably hedged? Is that the way to say it? Or I want to make sure I understand the difference between that $0.30 and maybe like the market inflation or even the profit there of negative $0.18.
Dave Marberger :
Yes. So it's really 2 different things. The bridge -- the left part of that chart, Chris, is to get you from the $2.50 guidance to the $2.35 guidance. And that's everything we talked about. So it's the additional inflation that we've seen in proteins and transportation and then some upside relative to what we expected for Ardent. So that's just to give you a high-level bridge to the $2.35, which is our new call for the year. The $0.30 is just a pro forma concept to say, okay, in that $2.35, we were disadvantaged because we got hit with inflation in Q2, Q3, Q4, that we didn't get the benefit of pricing for. So what we did is we went -- when you looked at the pricing we actually took in each of those quarters and the pricing we expect in Q1 of next year. And we said, if we were able to do that 90 days sooner, net of the elasticity, so we do take out the volume decline, what would the pro forma EPS be on that, just to align that up. So it's just a timing thing of the pricing actions that we've taken in response to the inflation.
Operator:
Ladies and gentlemen, this concludes our question-and-answer session. I would like to turn the conference back over to Bayle Ellis for any closing remarks.
Bayle Ellis:
Great. Thank you. As a reminder, this call has been recorded as detailed in the press release issued today. The IR team is available for follow-up calls. So feel free to reach out. And thank you for your interest in Conagra Brands.
Operator:
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator:
Good day. And welcome to the Conagra Brands’ Second Quarter Fiscal Year 2022 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note today’s event is being recorded. I would now like to turn the conference over to Brian Kearney from Investor Relations. Please go ahead, sir.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I will remind you that we will be making some forward-looking statements today. While we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of the risk factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in either the earnings press release or the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. With that, I will turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thank you for joining our second quarter fiscal 2022 earnings call. Today, Dave and I will discuss our results for the quarter, our updated outlook for the remainder of the year and why we believe that Conagra continues to be well-positioned for the future. I like to start by giving you some context for the quarter. First, as you all know, the external environment has continued to be highly dynamic, but our team remained extremely agile in the quarter and executed the Conagra Way playbook. We navigated the ongoing complexity and delivered strong net sales growth anchored in elevated consumer demand that continued to exceed our ability to supply inflation-driven pricing actions and lower-than-expected elasticities. While our net sales exceeded our expectations, margin pressure in the second quarter was also higher than expected driven by three key factors. First, while we anticipated elevated inflation during the second quarter, it was higher than our forecast. Second, we experienced some additional transitory supply chain costs related to the current environment. And third, in the face of elevated consumer demand that continue to outpace our ability to supply, we elected to make investments to service orders and maximize product availability for our consumers. We expect margins to improve in the second half of the fiscal year as a result of the levers we pulled and continue to pull to manage the impact of inflation. We will always look to our cost savings programs to offset input cost inflation. However, given the magnitude of the cost increases, our actions also include additional inflation-driven pricing. We communicated pricing to customers again in December. For the year, we are once again reaffirming our adjusted EPS outlook, but our path to achieve that guidance has evolved. We are increasing our organic net sales guidance based on stronger-than-expected consumer demand and lower-than-anticipated elasticities. We are also updating our margin guidance given the increase in our gross inflation expectations for the year and the timing of the related pricing actions. Taken together, we continue to believe that elevated consumer demand, coupled with additional pricing and cost savings actions will enable us to deliver adjusted diluted EPS of about $2.50. So with that as the backdrop, let’s jump into the agenda for today’s call. We will start with an overview of the quarter before going into more detail on our outlook for the second half of the fiscal year. I will also share some of our thoughts on the structural changes we are seeing in consumer behavior, particularly with younger consumers. We believe these changes are further evidence in the long-term potential of Conagra Brands. Let’s dig into the quarter. As you can see on slide seven, our team delivered solid Q2 results. On a two-year CAGR basis, organic net sales for the second quarter increased by more than 5% and adjusted EPS grew by nearly 1%. As I noted earlier, we delivered these results in the face of a highly dynamic and challenging operating environment. Input cost inflation came in higher than expected in the quarter. In addition, we made some strategic decisions to service the heightened consumer demand we continue to experience. As the entire industry incurred transitory costs associated with labor shortages, supply issues on material and transportation costs and congestion challenges during our Q2, we chose to invest in our supply chain and service orders. This deliberate decision ensured we could deliver food to our customers and consumers, especially during the holiday season. Maintaining physical availability is an important part of building trust with customers and maintaining consumer loyalty. The bottomline is that amid the supply disruptions seen across the industry, we remain focused on building for the long-term. While the net result of these factors was a negative impact on our margins during the quarter, we are confident that our purposeful approach better positions our portfolio for the future. I want to take this opportunity to thank our tremendous supply chain team. They have been resilient in navigating this environment, allowing us to remain agile and deliver for our customers and consumers. I continue to be impressed by our team’s commitment and I am grateful for their ongoing dedication. Looking at slide 10, you can see that our strong performance in the second quarter was broad based. Total Conagra retail sales were up 14.8% on a two-year basis in the quarter, with double-digit growth in each of our domestic retail domains; frozen, snacks and staples. Household penetration was also up this quarter, building upon the significant number of new consumers we have acquired over the past two years. Total Conagra household penetration was up 59 basis points on a two-year basis and our category share increased 41 basis points. In addition to increasing household penetration and acquiring new consumers, we are retaining our existing consumers as demonstrated by our repeat rates. Shoppers continue to discover our incredible products and their tremendous value proposition. As the chart on the right of slide 11 shows, our consumers keep coming back for more. As we execute our Conagra Way playbook, innovation remains a key to our success across the portfolio in Q2. Slide 12 highlights the impact of our disciplined approach to delivering new products and modernizing our portfolio. During the second quarter, our innovation outperformed the strong results we delivered in the year ago period. We continue to invest in new product quality and in supporting our innovation launches with deeper, more meaningful consumer connections. Once again, our innovation rose to the top of the pack in several key categories, including snacks, sweet treats, sauces and marinades, and frozen vegetables. Slide 13 demonstrates how our ongoing investments in e-commerce continued to yield strong results. We again delivered strong quarterly growth in our $1 billion e-commerce business and e-commerce accounted for a larger percentage of our overall retail sales than our peers. We outpaced the entire total edible category in terms of e-commerce retail sales growth during the second quarter, just as we did in the first quarter of 2022 and throughout fiscal 2021. As we mentioned earlier, our strong net sales growth was driven by elevated consumer demand, favorable elasticities, and inflation-driven pricing actions. On slide 14, you can see the extent of our pricing actions in the first half of the fiscal year. During this period, our on-shelf prices rose across all three domestic retail domains, and as Dave will discuss shortly, the pricing flows through the P&L. As you can see on slide 15, price elasticity has been fairly low. It’s been favorable to our expectations. Consumers continue to see the tremendous value of our products relative to other food options, a concept I will elaborate on in a few minutes. Now let’s turn to the path ahead. You can see on slide 17, we currently expect gross inflation to be approximately 14% for fiscal 2022, compared to the approximately 11% we anticipated at the time of our first quarter call. This is a large increase and we are taking actions to offset the increase, while still investing in the long-term health of our business. Help manage our increasing inflation, we are taking incremental pricing actions, including list price increases and modified merchandising plans. Many of these actions have already been announced to our customers. As a reminder, there is a lag in timing between the impact of inflation and our ability to execute pricing adjustments based on that inflation. As a result, the incremental price increases will go into effect in the second half of the year, with the most significant impact during the fourth quarter. While it’s easy to get caught up in the quarter-to-quarter impact of inflation and pricing, it’s important to keep focused on the big picture. The long-term success of our business is driven by how consumers, particularly younger consumers respond to our products. And when you take a step back to evaluate the broader environment and how our portfolio delivers against the needs of the modern consumer, we believe that Conagra is uniquely positioned for the future. As we have detailed many times before, Conagra’s on-trend portfolio filled with modern food attributes is winning with younger consumers and our confidence is underpinned by the many changes we are seeing in consumer behavior that are proving to be structural, especially given that these changes are driven by younger consumers that represent the most significant opportunity for long-term value creation. Younger consumers represent a large and growing part of the U.S. population, and they want to optimize the value that they get for the money they spend on food. A large part of optimizing their food spending includes shifting more dollars from eating away from home, eating at-home. As they make that trade, they are choosing national brands and we believe Conagra is ideally positioned to experience an outsized benefit from these behaviors, given the relationship our brands are forming with younger consumers. Overall, Conagra is delivering superior relative value to consumers compared to both away from home options and store brands. Let’s take a closer look at these trends, starting with the population changes. Slide 20 highlights the demographic shift underway in the U.S. Millennial and Gen Z consumers are a large and growing cohort. These consumers are starting to settle down, buy homes and start families. As we presented in the past, when people enter the family formation phase, they increase the amount of food they eat at-home with an outsized increase in the consumption of frozen foods. And what we find particularly important about reaching millennial and Gen Z consumers is that we believe they will remain more value focused than their predecessors. First, let’s talk about the near-term. As you can see in the chart on the left, millennial and Gen Z consumers are earlier in their careers and earning less than the older generations of working age people. This is natural. But it bodes well for food at-home trends in the shorter term. We believe that even as food service bounces back, younger consumers will be value conscious in their food choices. Fewer younger consumers are expected to achieve the financial success of the generations before them. The data on the right suggests that millennials are more likely to earn less than their parents. We believe this means that these savvy consumers will look to stretch their food dollars further even as they age. The data also shows that younger consumers are already eating more at-home. Compared to the population as a whole, Gen Z and millennials have decreased restaurant visits more and sourced a larger percentage of their meals at-home. As these younger consumers have made the shift at-home eating, the data shows that they are finding comfort in the quality, reliability and familiarity that national brands provide. We believe this makes a lot of sense. National brands provide value, while replicating many of the on-trend flavors and modern food attributes that consumers are used to experiencing in away-from-home dining. When consumers make trades like away-from-home to in-home eating trust is paramount. In short, national brands, particularly modernized brands, like those in our portfolio, deliver on this trust imperative and that’s because they offer superior relative value versus other food options. As consumers seek to stretch their household balance sheets in the face of broad based inflation, one of the single largest levers available to them is the reduction in spending on food away-from-home, as food away-from-home prices are typically over 3.5 times more expensive than food at-home prices. This trade will likely become even more important for consumers as food away-from-home prices have already increased faster than at-home prices in calendar 2021 and they are expected to increase at nearly twice the rate as at-home prices in calendar year 2022. Our aggressive modernization of the Conagra portfolio over the past several years has put us in a strong position to capitalize on these structural shifts. Our portfolio has shown its competitive advantage, with excellent trial, depth of repeat and share gain performance. Overall, we believe Conagra is well-positioned to leverage these shifts to create meaningful value for shareholders. And slide 25 shows you the data to support our claim, Conagra is attracting more younger consumers than our peers and getting them to repeat at more attractive rates. By appealing to younger consumers now, we are building superior consumer lifetime value. Importantly, the data shows that these new younger buyers are stickier across our portfolio. We believe this comes back to the investments we have made and continue to make in our products and our brands. The Conagra Way has positioned us to win. As I discussed earlier, we are reaffirming our adjusted EPS guidance of approximately $2.50 for the full year, with a few updates on how we expect to get there. We are increasing our organic net sales guidance to be approximately plus 3%, up from approximately 1%. We are slightly adjusting our adjusted operating margin guidance to approximately 15.5%, down from approximately 16% and we are updating our gross inflation guidance to about 14%, up from approximately 11%. Now that I have highlighted our performance for the quarter and strong positioning for the future, I will turn it over to Dave to provide more detail on our financial performance.
Dave Marberger:
Thank you, Sean, and good morning, everybody. I will start by going over some highlights from the quarter shown on slide 28. As Sean mentioned earlier, there were a number of factors that influenced our results this quarter. First, we were encouraged to see that consumer demand for our products remain strong; and second, elasticities were better than anticipated. However, we also continued to see inflation rise across a number of key inputs and the dynamic macro environment created challenging conditions for the supply chain. The team remained agile in response to these dynamics, including the decision to make additional investments during the quarter to meet the elevated demand and maximize the food supply to our consumers. Overall, our actions favorably impacted our topline during the quarter, with organic net sales up 2.6% compared to the year ago period. An important part of the topline success we have realized throughout the pandemic is our ongoing commitment to the Conagra Way. We have remained focused on building and maintaining strong brands across the portfolio. We continue these efforts in the second quarter with continued product innovation and by further increasing our spending on advertising and promotion, primarily focusing on e-commerce investments. We show a breakdown of our net sales on slide 29. The 4.2% decline in volume was primarily due to the lapping of the prior year’s surge in demand during an earlier stage in the COVID-19 pandemic, as volume increased approximately 1% on a two-year CAGR. The second quarter volume decline was more than offset by the very favorable impact of brand mix and inflation driven pricing actions we realized this quarter, driving an overall organic net sales growth of 2.6%. On last quarter’s call, we noted that the domestic retail pricing actions were just starting to be reflected on shelves at the end of the first quarter. Those increases were reflected in our P&L this quarter, driving the 6.8% increase in price mix. The divestitures of our H.K. Anderson business, the Peter Pan peanut butter business and the Egg Beaters business resulted in a 70-basis-point decline and foreign exchange drove a 20-basis-point benefit. Together, all these factors contributed to a 2.1% increase in total Conagra net sales for the quarter compared to a year ago. Slide 30 shows our net sales summary by segment both on a year-over-year and on a two-year compounded basis. As you can see, we continue to deliver strong two-year compounded net sales growth in each of our three retail segments, which resulted in a two-year compounded organic net sales growth of 5.3% for the total company. You can see the puts and takes of our operating margin on slide 31. We drove a 6.2-percentage-point benefit from improved price mix, supply chain realize productivity, cost synergies associated with the Pinnacle Foods acquisition and lower pandemic-related expenses. Netted within the 6.2% are the additional investments we made to service orders and maximize product availability. These investments reflect the dynamic environment and actions we have taken to respond to it. This includes decisions to utilize more third-party transportation and warehousing vendors for some of our frozen products, incurring incremental cost to move product around our distribution network to better align with customer order patterns and delaying a plant consolidation productivity program to maximize current production. The 6.2% also includes transitory supply chain costs, such as higher inventory write-offs and increased overtime to support operations. The 6.2-percentage-point benefit was more than offset by an inflation headwind of 11-percentage-point. The second quarter gross inflation rate of 16.4% of cost of goods sold was approximately 100 basis points or $20 million higher than expected, driven by higher than anticipated increases in proteins and transportation, which are both difficult to hedge. The combination of the favorable margin levers, our choice for supply chain investments and inflation headwinds resulted in adjusted gross margin declining by 483 basis points. Our operating margin was further impacted by 20 basis points due to our increased A&P investment during the quarter as I mentioned earlier. You can see how these elevated costs impacted each of our reporting segments on slide 32. While each segment was impacted, our Refrigerated & Frozen segment was impacted the most, with adjusted operating margin down 707 basis points, primarily due to outsized materials inflation and the additional investment incurred to service orders and get food delivered to consumers. We are confident that we will improve overall operating margins in the second half as we execute our additional pricing actions to offset the higher inflation rates. As you can see on slide 33, our second quarter adjusted EPS of $0.64 was heavily impacted by the input cost inflation across our portfolio. Even though the benefits of our first quarter pricing flowed through the P&L this quarter, the incremental inflation we incurred in the second quarter created an additional headwind. In response, we announced additional pricing to customers in early Q3 during December. Although we have yet another lag before this pricing benefits the P&L, we expect to realize benefits from these pricing actions in late Q3 with most of the impact in Q4. Also, our Ardent Mills joint venture had another good quarter and delivered EPS benefit versus the prior year. We realize lower net interest expense and a slightly lower average diluted share count due to our share repurchases in prior quarters. Turning to slide 34, I want to unpack how Q2 adjusted EPS landed versus our expectations. Our second quarter adjusted EPS came in lower than we originally had anticipated due to two main factors. First, as previously mentioned, inflation came in higher by approximately 100 basis points of cost of goods sold were approximately $0.02 to $0.03 of EPS. While we have announced additional pricing actions for the second half to offset the incremental inflation, the timing of these benefits is naturally lagging behind the higher inflation. Second, the cost we elected to incur to service orders, coupled with the additional transitory supply chain costs I described earlier, lead to another $0.02 to $0.03 impact on our adjusted EPS. We are forecasting these service and transitory cost dynamics to improve as the second half progresses. Looking at slide 35, we ended the quarter with a net debt-to-EBITDA ratio of 4.3 times, which is in line with the seasonal increase in leverage expected for the second quarter. We expect to generate strong free cash flow in the second half of the fiscal year and expect to end the year with a net leverage ratio of approximately 3.7 times to 3.8 times. We remain committed to a longer term net leverage target of approximately 3.5 times and to maintaining an investment grade credit rating. I want to close today by reviewing the factors driving the updated guidance we issued this morning, which is shown here on slide 36. I will start by saying that we remain confident in our ability to achieve approximately $2.50 in adjusted EPS for the full fiscal year. As the macro environment continues to be very dynamic, our expectations for the path to achieve that target have shifted. We are increasing our organic net sales growth guidance to approximately 3% to reflect our stronger than expected performance year-to-date, as well as our incremental pricing actions in the second half. We are lowering our adjusted operating margin guidance to approximately 15.5%. We expect the incremental sales and pricing actions in the second half to offset the dollar impact of the incremental net inflation and other supply chain costs. We have increased our gross inflation expectations to approximately 14%, largely driven by higher estimated costs versus the previous estimate for proteins, transportation, dairy and resin. We will continue to monitor these input costs closely and we will be quick to respond using all available margin levers. As Sean detailed, price elasticity has been favorable to our expectations so far. As we have explained previously, there is a lag in timing between when we experience inflation take actions including pricing to offset the dollar impact of the inflation and when we see those actions flow through our financial results. With respect to the additional pricing actions, we have announced for the second half of fiscal 2022, we expect to realize a small amount late in the third quarter and the full benefits from these price increases in the fourth quarter. We therefore expect our third quarter margins to be roughly in line with second quarter margins, with an increase in operating margins in Q4, as the pricing catches up with inflation and the impact of the lag is reduced. Our guidance also assumes that the end-to-end supply chain will continue to operate effectively as the COVID-19 pandemic continues to evolve. Before turning it over to the operator for Q&A, I would like to reiterate that our results this quarter and throughout the pandemic have reflected our ability to consistently deliver superior relative value to our consumers. Our confidence and our ability to reach our earnings goal is based on the strength of our business at its core to manufacture and deliver foods that people enjoy. That concludes my prepared remarks today. Thank you for listening. I will now hand it back to the Operator for questions.
Operator:
Thank you. [Operator Instructions] Today’s first question comes from Andrew Lazar with Barclays. Please go ahead.
Andrew Lazar:
Good morning and happy New Year everybody.
Sean Connolly:
Good morning.
Dave Marberger:
Hi, Andrew.
Andrew Lazar:
Hey. Two questions for me, if I could. First, maybe Sean, you mentioned several times that elasticities remain sort of below expectations than maybe what you have seen historically, and I realize there are a lot of dynamics at play that that lead to that. I am trying to get a sense of what you are building into sort of back half guidance along these lines in terms of elasticity, just given more pricing is obviously set to keep rolling in as you have talked about. And just some of your expectation taking into account the potential fading of some government stimulus and how does that play a role again and how you think about elasticity? And then I have just got a follow up for Dave.
Sean Connolly:
Right. Sure, Andrew. Let me hit that elasticities and stimulus. I’d say, our year-to-go outlook takes into consideration everything that we have seen in the marketplace to-date as well as our planned pricing and merchandising actions in the year-to-go period. I will tell you that I see with respect to elasticities a major difference in the marketplace today in terms of how consumers are assessing value versus what I have historically seen in the past. Previously, a consumer’s comparison of choices was between close proximity items inside the grocery store. Today, due to the demographic dynamics I talked about around young consumers home nesting, as well as the huge move to working from home, the biggest comparison taking place from a value standpoint is between away-from-home choices and at-home choices. And as I said in my prepared remarks, the consumer is showing us that modernized national brands like ours are offering superior relative value and that’s having a positive impact on elasticities that we expect to continue, but we have factored in our year-to-go actions. In terms of reduced stimulus payments particularly SNAP, the short answer is we don’t believe that the eventual end to the emergency allotments in the SNAP program is going to create a material headwind to our business, and fundamentally it comes back to that superior relative value of our portfolio versus alternatives. But let me unpack this one a bit because I know it’s been kind of a hot topic. Since the start of the pandemic, consumers were actually able to reduce their overall food spending significantly and that reduction was driven by the mix shift from higher priced food away-from-home to lower priced food at-home, and at the same time, that consumers have been able to save money on food because of that shift to food at-home, many have also been receiving these COVID-related stimulus payments on multiple fronts, including for some higher SNAP benefits. Now as this one component of consumer cash flow changes, that is as the emergency allotments in the SNAP program sunset, we are not seeing and we don’t expect to see a meaningful shift away from the newly created behaviors we talked about around eating national brands at home. There are a few things that I think you need to keep in mind here. First, the reduction in SNAP dollars in the total ecosystem is already happening as a slow peeling back. It’s not a cliff. Now to that point, the number of individuals receiving any SNAP benefits today has been declining versus pandemic highs already and individual states are ending waivers and emergency allotments on their own schedules. It’s not a one-time event. Second, I’d say recent permanent changes to the SNAP program have actually raised core continuing SNAP benefits to a level that is higher than pre-pandemic. So the core SNAP consumer who has also benefited from other stimulus is going to have higher SNAP budget coming out of the pandemic than they did pre-pandemic. And then, third, the USDA forecast that food away-from-home prices are going to rise faster than food at-home prices and that maintains the value proposition of food at-home for consumers. And then, finally, I’d just say, and perhaps, most importantly, the early data does not show that as SNAP benefits and consumer behavior changes relative to food at-home. We are, as you can imagine, closely watching the states where emergency allotments have already ended and we have not yet seen a significant change in consumers’ purchases of packaged foods. And that we believe is, because as I said, our brands are offering superior relative value versus both away-from-home alternatives and store brands, especially given the huge move to working from home.
Andrew Lazar:
Great. Thank you for that. That was a very helpful perspective. And then just a quick one for Dave, and my sense is you will get a lot questions along these lines, Dave. But, obviously, given your expectations that you just talked about in terms of margins for 3Q, I think, there’s some 150 basis points, 200 basis points sort of below maybe where consensus was looking for, and I get it it’s a timing lag around pricing coming through and impacting 4Q more significantly and then some of these incremental costs starting to sort of fade a little as the year goes on. So, I guess the question is, it puts obviously a lot more pressure on 4Q to kind of deliver the year. I guess are you -- would it be your sense that you are building in some level of flexibility to that based on what it requires in 4Q, and I guess what’s your level of visibility to that at this stage given it does seem like it’s more 4Q loaded. So, it’s a broader question, but you sort of get where I am coming from. Thanks so much.
Dave Marberger:
Yeah. No. And you summarized it well, Andrew. Let me try to walk through it, so I can kind of hit the kind of the big puts and takes. So as I mentioned in my remarks, we expect Q3 operating margins to be roughly in line with Q2 margins and then Q4 margins up. If you look at the puts and takes from Q2 to Q3, we have increased our total inflation estimate for the year from 11% to 14%, so now we expect second half inflation to approximate 11.5%, and that’s off of a prior year inflation that was about 6.5%. We also expect that some of the additional costs we incurred in the second quarter to support shipments and getting product to consumers will continue into the third quarter given the continued challenges in supply chain. We are forecasting that this complexity will gradually improve as we approach Q4 and the March timeframe. The additional pricing actions, which are critical, we announced in December and they were accepted and we have a small impact in Q3 given the timing, but we will have a much bigger impact on Q4 from the pricing. So the pricing has been announced, it’s been accepted and we have very good visibility to that for forecasting purposes. So Q4 will benefit meaningfully from these pricing actions. We expect price/mix to approximate 10% in the fourth quarter as we will start to catch up with the inflation and the reduced pricing lag that impacted us through the first half and will impact Q3. Q4, as you mentioned, will also benefit from the decline in incremental cost to support shipments that I just referenced, as well as a decline in some of the transitory costs that hit us in Q2 as well. So it’s important to note that, although we expect meaningful improvement in Q4, we are still forecasting higher inflation, as I mentioned. So if you look at our cost per unit of volume, we expect that to continue to increase and H2 before being offset by the pricing and Q4.
Andrew Lazar:
Yeah. Thanks so much.
Operator:
And our next question today comes from Ken Goldman at JPMorgan. Please go ahead.
Ken Goldman:
Hi. Thanks so much. Dave, I just wanted to clarify, when you said to expect 3Q’s margin to be roughly in line with 2Q’s margin, is this comment solely about the operating margin or should that roughly apply to the gross margin as well?
Dave Marberger:
I was commenting on the operating margin, but that’s driven by the gross margin.
Ken Goldman:
Okay. Perfect. Thank you. And then I wanted to clarify, you mentioned inventory write-offs, I think, I heard and higher overtime expenses as maybe some of the examples of 2Q’s non-recurring challenges. I guess, number one, can you elaborate a bit, if I did hear that right, on what the write-offs were. And can you also talk a little bit about labor availability over the last couple of weeks, maybe as Omicron has started to affect more people and how much of that risk is baked into your guidance as well?
Sean Connolly:
All right, Ken, it’s Sean. Let me start with the back piece, because I know that’s also a hot topic and you wrote about it the other day, which is absenteeism. And what I’d say there is, I told my team back in July, the word of the year this year is perseverance and that has certainly proven to be true. We faced a number of factors that have converged to create a persistently challenging operating environment, things like sustained elevated demand alongside a protracted pandemic and a strained supply chain and acute inflation. But against that backdrop, I’d say our team has done a remarkable job persevering and doing everything possible to keep our food in consumer’s hands, particularly in Q2, which is our largest volume quarter. But to your point, clearly, it’s not perfect yet, and I think, it’s entirely reasonable for all of us to project that the next month or so could remain strained within the supply chain as Omicron runs its course. But I’d say we will persevere through that too, but as you saw in Q2 and you referenced some of the things, not at normal efficiency which is a factor as to why margins in Q3 are expected to be similar to what we put up in Q2. But we will persevere, because keep in mind, that Q3 is a smaller quarter volumetrically than Q2, call it, 5% to 10% less volume on average. We also have a geographically diversified manufacturing footprint across our plants and those of our co-packers. We don’t have like one big mega plant. And as we saw early in COVID, there are steps we can take to maximize line efficiencies and throughput, things like SKU simplification, et cetera. And as I mentioned earlier, we have already tightened up our merchandising activity in year-to-go period. So collectively, these things should help ease the impact of Omicron driven absenteeism. And importantly, as you highlighted in your note from Tuesday, there’s good reason to believe that, that challenge will be short lived. So I’d say to sum up, the team is staying agile and as we move beyond Q3 and into Q4, clearly we see opportunity. We will begin to wrap the onset of input cost inflation, our most recent pricing actions will be rolling into market and Omicron-driven absenteeism should be diminished, and all of that positions us to deliver meaningful improvement in multiple metrics as we go into the final quarter. Dave?
Dave Marberger:
Yeah. So let me get the first part of your question, Ken. So, yeah, we were impacted $0.02 to $0.03 in the quarter from incremental transitory costs and that included higher overtime across all of our supply chain operations, given the labor challenges and higher inventory write-offs. Regarding the inventory, in this environment, it’s no secret the end-to-end supply chain has been strained. We are moving fast to meet demand as are our suppliers. So our food safety and quality standards are the highest priority for this company and include product from suppliers that we use as well. We have thorough processes for ensuring that the raw materials and finished goods meet our standards before they are utilized, and if not, we write them off. And that’s what happened in Q2, we do believe that this impact is transitory in nature as we move into the third quarter. So we always have some level of inventory write-offs, but this was higher than we expected for those reasons.
Ken Goldman:
And the messaging just to wrap it up is not a demand driven write-off, it’s a supply chain driven issue?
Dave Marberger:
Yeah. Absolutely…
Ken Goldman:
I mean, demand is for that…
Dave Marberger:
Yeah. You are correct.
Ken Goldman:
Is that…
Dave Marberger:
Yeah. Supply chain is a complex thing…
Ken Goldman:
Yeah.
Dave Marberger:
… and there are multiple facets and we each have run into challenges, it tends to have a bit of a compound effect and this is the kind of friction that you see during those kind of transitory windows.
Ken Goldman:
Very clear. Thanks so much.
Operator:
And our next question today comes from Bryan Spillane at BoA. Please go ahead.
Bryan Spillane:
Hey. Thanks, Operator. Good morning, everyone. Just two quick ones for me. Maybe the first, Dave, can you give us a little bit of help with some color on some of the below the operating profit line items for the balance of the year or for the full year? I think interest expense consensus is around $3.80. Equity income, I guess, with Ardent Mills, it’s a -- there’s some tailwinds there. So maybe that will be up. Just -- and also the tax rate, if you could just kind of help us a little bit in terms of how we should be thinking about the below the operating profit line for the full year?
Dave Marberger:
Sure. I think on the interest expense, I think, that number is in line, the number that you quoted the $3.80. Ardent, we had benefit in the quarter, which you saw and we expect to continue to have benefits. So we see upside in Ardent and that contributes to our EPS, call it, $2.50. So we have upside in Ardent year-to-go. And the tax rate should be in line with the 23% guide that we have. We are a little favorable this quarter slightly, but that’s the right rate to use.
Bryan Spillane:
Okay. Thanks for that. And then, Sean, just as we are -- as you are in this inflationary period, and I think, you mentioned maybe in response to one of the questions, just adjusting merchandising. Pre-COVID there was more of an emphasis to spend, I guess, above the sales line, because that was kind of where the bang for the buck was. And now it seems like if there’s not a real incentive to do that here, are you shifting more of that spend into A&P and is that sort of going to be an ongoing thing, especially as we are kind of in this inflationary environment?
Sean Connolly:
Yeah. I would not think of it that way, Bryan. The money that is spent in brand building above the line, there’s all kinds of investments in there. Traditional merchandising is one of them. My comments in the prepared remarks today were basically about not being as aggressive as we typically would on normal in-store merchandising. And so that piece of it, we have been very consistent on since the part -- start of the pandemic, because it just doesn’t make sense to stimulate excess demand when you are already having trouble servicing the demand you have got. The other investments that we make above the line have been robust for several years now and that won’t change, because that’s where we get to some of the best ROI we get in brand building. It’s everything from investing in COGS for all into product innovation and packaging innovation we do, to investing with our customers to get the right merchandise, to get the right physical placement on the shelf in terms of getting our new items in the store, getting the right kind of support in store, investing with our customers on things like sampling and in-store theater. So those investments are really brand-building investments, and those have continued strong. The piece of the above the line that I was referring to was exclusively that merchandising piece. And then, with respect to the A&P being up in the quarter, that as I have said before, can change any given quarter depending upon what our innovation agenda is. We have a new item hitting in the marketplace that we want a spotlight and A&P is the right way to go, particularly in e-commerce, which we continue to drive, we will put that money there. So that will move around quarter-to-quarter, but no philosophical changes in the way we spend.
Bryan Spillane:
Okay. Thanks for that Sean. Happy New Year, guys.
Sean Connolly:
Yeah.
Dave Marberger:
Thank you.
Operator:
And our next question today comes from David Palmer at Evercore ISI. Please go ahead.
David Palmer:
Thanks. Question on slide 31, you have that 620-basis-point benefit from productivity, hedging price, mix and other. I just would love to dig into that a little bit. You have pricing of 680 basis points and I would imagine you might have a few hundred basis points of productivity and some hedging benefits. So that number could be seen as low, but obviously, there’s some headwinds in there. Could you dig into that and maybe give a sense of the headwinds offsetting what might be significant benefits of pricing and productivity?
Dave Marberger:
Sure. David, let me give you a kind of a high level bridge. So we clearly had the benefit of pricing. We always combine price/mix, right? So we did have unfavorable mix in the quarter. Primary driver of that is because our away-from-home segment was up 15% and that’s a lower margin segment. So you get the unfavorable segment mix there and there is some unfavorable brand mix embedded in the business, but away-from-home is the big driver there. You are right, we have productivity and sourcing combined. We had over 500 basis points of favorability there or improvement. But then the additional supply chain costs that we incurred that I went through plus absorption hit us because volumes were down. We had forecasted that, but that’s in those numbers. So that’s a headwind for the additional supply chain costs outside of inflation, which we show separately. So that’s a high-level bridge to get you to the 620 basis points.
David Palmer:
And then as you are looking through the rest of the year, can you give us a sense even directionally about some of those line items, how you are thinking about, I mean, it sounds like we are going to get some more pricing benefit, perhaps, how you are thinking about the cadence and the directions of those items on gross margins?
Dave Marberger:
Yeah. So from a price/mix perspective, we are estimating price/mix now will be approximately 6% for the year. So Q3 should be in line with Q2, and as I mentioned, Q4 price/mix, we expect to be at about 10%. So, clearly, there’s a benefit there. We continue to expect our productivity to click along as it’s done both our core productivity and our sourcing benefit. So that will continue to track. We laid out the inflation and kind of what that looks like. So they are really the key drivers and then, as I mentioned, David, the cost we got hit with in Q2, the transitory costs, we really expect those to start to go down in Q3 and into Q4. And then some of the incremental cost to support selling and getting product on shelves, that will continue through Q3 and then we expect that to decline in Q4. So that’s a high level kind of bridge there.
David Palmer:
And I will stop here, but the supply chain friction costs, whether those you are really calling them transitory or another, but you can see that during COVID there’s a lot of these costs. How much of that would you estimate is in the fiscal 2022 gross margins that you are anticipating overall? How much of the supply chain, you call it, COVID era friction costs, do you think are weighing on that 15.5% overall margin?
Dave Marberger:
Yeah. David, let me get back to you on that, because there are so many different components of cost. I want to go through that to make sure that I classify it right.
David Palmer:
Yeah.
Sean Connolly:
Yeah. The things are on the move clearly, David, and we can see it. Some things had begun to improve more recently and then you got Omicron comes in. So things are still moving in terms of multiple things going in different directions. But we do see some of these friction points improving based on our best available information right now as we kind of move out of Q3 and into Q4 and that’s important -- that’s part of what helps the gross margin piece improve in Q4. But there’s more to it than that in terms of gross margin recovery in the fourth quarter, and frankly, beyond the fourth quarter. And I’d come back to the big picture, which is the key to navigating these acute inflationary cycles is two things, A, brands that resonate with consumers, and B, perseverance. Because the former enables implementation of inflation driven pricing and a benign consumer response to that pricing, we have both of those things in place and that’s critically important for this company. The latter perseverance is an important reminder that once you wrap acute inflation with pricing in place and strong demand material improvements, they can come pretty quickly and so sharp inflections are fairly common when these two things are in place, pricing and benign consumer response. And all the data we have suggests that consumers particularly our younger ones are seeing our products as being in that value sweet spot between away-from-home and store brands, and it’s driven by demographic dynamics and a huge move to working from home. So all of that says, we are coming to kind of the end of this really challenging period as we kind of get into Q4 and that’s a good setup on the other side.
David Palmer:
Thank you.
Operator:
And our next question today comes from Jonathan Feeney at Consumer Edge. Please go ahead.
Jonathan Feeney:
Thanks very much. A couple of questions, first, a detailed one, if I look at the bridge between measured pricing, what appears to be, you could weight things across the months differently. But it looks like about 9 and your realized price/ mix was about 6, 8, like I realize scanner doesn’t cover everything. But if you could comment, Dave, particularly on any of the big buckets of things that affect that lag? I am particularly concerned about whether it is the case that retailers maybe are margining up on some -- on this pricing environment? And maybe a related question would be, broadly, Sean, you mentioned several times elasticities are low, that’s clearly the case. Utilization is high, you can’t even make enough things for the consumer’s demand you know is there. What -- big picture like, what is preventing maybe as an industry or an ever detail you are comfortable getting into, what is preventing pricing from getting through, because it’s been a while now? Just any comments you have on that. Thanks.
Sean Connolly:
Well, I would just say that I think the pricing is getting through. We have certainly been very upfront with our customers about the true cost inflation we are experiencing and what we believe is the justified action or in this case, actions -- consecutive actions to take price. And different -- we don’t control what customers do with the price they put on shelf. But I’d say, on average, they tend to pass it through pretty close to the way we pass it through to them. There may be some that take a small margin grab, equally there may be some that compress because they want to gain market share. So it tends to come out in awash and it tends to be pretty much in lockstep. But what I would say is keep following the scanner data, because we anticipate that the pricing actions that we take are going to show up in that scanner data. It’s unfolded thus far, Jon, pretty consistently with what we expected.
Dave Marberger:
Yeah. Jon, I would just say to my previous point, mix does impact that 6, 8 number. So we had some negative mix in the quarter.
Jonathan Feeney:
I got you. Thank you. And Sean, yeah, that’s clear you are exiting the quarter with much stronger pricing at scanner. Thank you.
Sean Connolly:
Thank you.
Operator:
And our next question today comes from Robert Moskow with Credit Suisse. Please go ahead.
Robert Moskow:
Hi, there guys. Happy New Year. A couple of questions. I think your forecast says that you expect these transitory costs to dissipate in the second half of your fiscal year. But did you experience them in December and in January in your fiscal third quarter, because I would imagine absenteeism and these issues would have continued. Are you experiencing it now in the third quarter? And then the second question I had is, I look at what’s changed in your -- in my model anyway, is it looks like you raised your pricing guidance for the year, but you didn’t really change your volume guidance for the year. And I know you have talked through your confidence in the elasticity and all that, but when pricing gets up to 10% in the May quarter, I mean, that’s a significant change for what consumers are going to see and you are also going to have an Omicron wave that’s going to be fast and dissipate quickly. So you might have consumers relieved that it was mild and quick and may go back to restaurant eating faster than you think. So am I correct that you didn’t change any volume estimates for the year in relation to price?
Sean Connolly:
Let me comment on the first piece is the, in terms of Q3, as I mentioned in my response to Ken a little bit ago, we don’t expect Q3 to operated off, what I will call, normal efficiency. And Dave talked about some of the transitory expenses in Q2 that we were willing to incur, because we were determined to get as many boxes of product as we could in the consumers’ hands and so that’s an inefficiency. And that -- there are a variety of things that created that in Q2, we think some of that dynamic will persist in Q3. Although, it might look differently, it might be more Omicron-driven absenteeism for the first, whatever it’s going to be six weeks, seven weeks of Q3 and less of something else where we have seen improvements already taking place. So that’s what I was referring to earlier when I said some things are already improving, then you had other things a bit of whack-a-mole that start to create a bit of a headwind like the Omicron absenteeism. But when you put it all together on that piece of it, I’d say, will persevere, that’s why we expect volumes -- we are still focused on getting as much volume as we can out in Q3 even if it comes at less efficiency than what we normally expect. And then as we exit Q3 and go into Q4, we expect some of those friction points will diminish. I think it’s reasonable to expect them to diminish. And then as we wrap pricing, that’s when you start to see the meaningful margin expansion. In terms of sales, Dave, I know you got some comments here for Rob. But I -- Rob, one thing I want to keep coming back to here is, the calculus on how the consumer determines value. Historically, it might be widget A versus widget B side-by-side on the shelf and if you see a $0.20 increase, it translates to meaningful elasticity. That’s not the comparator today. The comparator today is we are selling a product that might have been $2.69 and it might go up to $2.89 or something like that versus the alternative is to go away-from-home where prices have increased even faster and it’s $14.50. We are clearly a superior value proposition versus that and that is what the consumer is seeing. And part of that is being aided by the fact that they are working at home. A lot of these consumers are working at home now. They are not working in the office. So there’s more structural stuff at play here than you would typically see and that’s why we believe we have seen very little elasticity. We have seen some, but much lower than historical to-date and we don’t see a whole lot of reasons that’s going to change materially going forward. Dave, did you want to add on that?
Dave Marberger:
Yeah. Just on the transitory costs, the piece that’s inventory related, Rob, that I discussed earlier, we do see that as transitory as we get into the third quarter, so that will come down. And then volume, our internal forecast, our volume declines -- our volume has declined a little bit in our internal forecast. It’s not significant, but it is down. And as Sean said, the way we do this is we go brand-by-brand, category-by-category and we look at our demand science models and determine the elasticity. So it’s a bottoms-up forecast of impacts on volume based on the brand and category where we pricing, so that’s how we got to it. But volume is a little bit down versus where it was in the previous forecast.
Robert Moskow:
Okay. So a little bit down. All right. Thank you for that clarity.
Operator:
And our next question today comes from Alexia Howard with Bernstein. Please go ahead.
Alexia Howard:
Good morning, everyone, and thank you for the question. Happy New Year.
Sean Connolly:
Happy New Year, Alexia.
Alexia Howard:
So just -- I just want to dig into the e-commerce slide on page 13. You basically said that 80% over two years in fiscal 2021, 50% over two years in Q2. I assume that means that year-on-year things have slowed materially. Is the 9.4% that you are at at the moment, is that mostly click and collect? What are the e-commerce investments that you are making at the moment and does that mean that the profitability of the e-commerce channel is now different from the regular brick-and-mortar approach that you are taking? Thank you and I have a quick follow-up.
Sean Connolly:
Yeah. Alexia, the -- we have made, if you -- even if you look within our A&P line, a lot of the investments that we -- if you look at our total A&P pot, it’s changed dramatically in the last seven years in terms of what we spend it on, much less in-line TV and things like that, that you have heard me talk about before that are inefficient. So instead today we put those investments into social and digital platforms, but also importantly into e-commerce. So I would say, we made the decision a few years back to treat e-commerce as a bit of a start-up business and we said we are going to invest in it. So we have been, I would say, over investing relative to other areas in e-commerce because it’s far more elastic. We see the business. We get the purchases started in consumers’ basket and it’s both pure blood e-trailers and brick-and-mortar retailers who have built out their e-commerce platforms. Both of them have been very high-growth areas for us and very strong investment areas for us. And what we found is that, there is a good ROI on these investments in e-commerce, because once we invest to kind of getting into the getting into consumer repertoire and are part of their shopping algorithm online it that translates to a repeat purchase. So we get them when they come back whatever the purchase cycle is for that product. So that’s been one of our key marketing shift there is to go hard after e-commerce the last few years, and we are very happy with the returns and that’s why we continue to invest there. We will move around from quarter-to-quarter and when you look at the percent comps, it also can be a bit misleading, because it’s a function of whatever we did in the base period. We might have -- we might be wrapping a huge base year in any given quarter when you see a relative dip, but you see large absolute growth. So, overall, it’s a big priority for us. It’s working really well and you would be amazed at the kinds of products that are working well in e-commerce. Frozen, for example, is one that you may not think of intuitively as being very successful in e-commerce, but it is and these are profitable sales for us.
Alexia Howard:
Very helpful. And just a quick follow-up. Pace of innovation, you highlighted that innovation is an important driver for you at the moment. I remember over the last few years, you have meaningfully increased the percentage of sales from new products. Are you at a level -- what level are you at now and are you comfortable with where you are at or are you expecting increases -- further increases over time?
Sean Connolly:
Yeah. We call this the renewal rate, the percentage of our annual sales that comes from stuff we have launched in the past three years and we have gotten to about 15% from back in the day we started, we were about 9%. And that’s -- I like that level and because what it reflects is that and it’s a persistent amount of innovation, because consumers have new benefit areas that they become interested in every single year. For example, last year, healthy choice, we are already wrapping huge numbers on Power Bowls, but we went with the grain-free trend, which was a big thing, and it’s been a big success for us innovation-wise. So we try to be out ahead of our competition using our demand science team in terms of emerging trends and it’s interesting, because many times when we are bringing out the new trend, our competitors are just catching up and they are launching a knockoff of last year’s stuff. And so that keeping out in front of these trends, I would say, will continue to be an important part of our innovation repertoire.
Alexia Howard:
Great. Thank you very much. I will pass it on.
Operator:
And ladies and gentlemen, this concludes our question-and-answer session. I’d like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney:
Great. Thank you. So, as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. The IR team is available for any follow-up calls that anyone may have. So feel free to reach out. Thank you for your interest in Conagra Brands.
Operator:
Thank you, sir. This concludes today’s conference call. We thank you all for attending today’s presentation. You may now disconnect your lines and have a wonderful day.
Operator:
Good morning, and welcome to the Conagra Brands' First Quarter Fiscal Year 2022 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney, Investor Relations. Please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I'll remind you that we will be making some forward-looking statements today. While we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of the risk factors are included in the documents we filed with SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in either the earnings press release or the earnings slides, both of which can be found in the Investor Relations section of our Web site, conagrabrands.com. With that, I will turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thank you for joining our first quarter fiscal 2022 earnings call. Today, Dave and I will discuss our results for the quarter, our updated outlook for the remainder of the year, and why we believe that Conagra continues to be well-positioned for the future. Slide five lays out our key messages for today. First, as everyone is aware, the external environment is incredibly dynamic right now, and we see many of these challenges persisting. But despite the complex operating situation, the ongoing dedication, resilience, and agility of our team enabled us to deliver solid Q1 results on the back of strong sales. We continue to benefit from our proven approach to brand-building, and the breadth of investments we're making to increase consumer demand. These efforts drive brand health, which is evidenced by the continued strength of our sales, share, and repeat rates across the portfolio. As a result, we believe our brands are well-positioned to continue managing through the current inflationary challenges, and support ongoing inflation-justified pricing actions. Looking ahead, we're reaffirming our EPS outlook for the year. However, we now see a slightly different path to achieving that EPS. We expect inflation to be higher than originally forecasted, but we also see continued strength in consumer demand, even above our original expectations. We believe that consumer demand, coupled with additional pricing and cost-saving actions will enable us to deliver adjusted diluted EPS of about $2.50. So, with that as the backdrop, let's jump right in. We know that our long-term performance is a function of the caliber and engagement of our team. And that has never been more true than today. I'm extremely proud of the team's resilience and agility in adapting to the dynamic environment we're currently experiencing. As a result of our team's continued hard work and dedication, we've been able to successfully execute through sustained, elevated demand, and challenging supply conditions. First, as we've already mentioned, consumer demand has remained at higher levels than we expected due to macro forces, as well as the unique position of our portfolio. This was a great problem to have, but it increases the demands on our supply chain at a time when the industry is navigating labor shortages, material supply issues, and transportation cost and congestion challenges. Taken together, these factors created an upper control limit on the amount of product we could produce and ship in Q1. If we had the capacity to meet all of the demand, our numbers would likely have been even more impressive. However, our ability to deliver solid results amid this dynamic environment is a testament to our team's ongoing commitment to executing the Conagra Way playbook each and every day. The Conagra Way playbook to portfolio modernization remains our north star in any operating environment. Regardless of the external factors that may influence short-term demand and supply dynamics in any given quarter, we define long-term success as creating meaningful and lasting connections between consumers and our brands. We believe that our playbook is the most effective framework for delivering on that objective. Those of you who have followed us for a while will recall that our modern approach to brand building is more comprehensive than legacy industry practices. Instead of anchoring our brand building predominantly in broadcast advertising that pushes new messages on old products, we anchor our investments and our efforts, first, in developing new, modern, and superior items. Then, once we've created these more modern and provocative products, we invest to drive the physical availability of those items in-store and online. And finally, our investments to drive meaningful one-to-one communication to the right consumers at the right time, at the right place enable us to remain salient and relevant. This comprehensive approach and unwavering commitment to modernizing and premiumizing our portfolio continues to pay off and enables us to better manage our brands within any environment. And as you could see on slide eight, our team delivered solid results during the first quarter. As you know, our year-over-year growth rates were impacted by the elevated demand we experienced during the first quarter of fiscal 2021, when we were still in the early months of the pandemic. Given this dynamic, we'll reference some two-year figures throughout today's presentation to provide more helpful context on what we believe is the underlying strength and trajectory of the business. As you could see, on a two-year CAGR basis, organic net sales for the first quarter increased 7% and adjusted EPS grew by nearly 8%. Importantly, our solid performance in the first quarter was broad-based. Just take a look at slide nine. Total Conagra weighted dollar share grew 0.8 points on a two-year basis in the quarter, with share gains in each of our domestic retail domains; frozen, snacks, and staples. Innovation remained a key to our success across the portfolio in Q1. Slide 10, highlights the impact of our disciplined approach to delivering new products and modernizing our portfolio. During the first quarter, our innovation outperformed the strong results we delivered in the year-ago period. This reflects not only the quality of the products' launch, but also our efforts to support those launches with investments and capabilities that deliver deeper, more meaningful consumer connections. And as you can see, our innovation rose to the top of the pack in several key categories, including snacks, sweet treats, frozen vegetables, and frozen meals. Our performance is a clear testament to the innovation and marketing engine at Conagra, and we believe the solid reputation we've built with customers and consumers. In addition to developing superior products, we also remained focused on physical availability during the first quarter through both brick-and-mortar and online. Slide 11 demonstrates how our ongoing investments in e-commerce continued to yield strong results. Once again, we delivered quarterly growth in our $1 billion e-commerce business, both against our peers and as a percentage of our overall retail sales. We outpaced the entire total edible category in terms of e-commerce retails sales growth during the first quarter, just as we did throughout fiscal 2021. E-commerce sales now represent more than 9% of our total retail sales; more than double what they were just two years ago. As we mentioned earlier, our solid top line performance during the first quarter was driven by strong demand, robust brand building investments, and inflation-justified pricing actions. Slide 12 details the extent of our pricing actions to date. A few key points to keep in mind, first, we began implementing actions on some of our domestic retail products in the fourth quarter of fiscal 2021 in response to the inflation we began to experience last fiscal year. The majority of our domestic retail pricing actions however just started to hit the market at the end of Q1 in response to the inflation we spoke to you about on our Q4 earnings call, in July. As a result, the benefit in the quarter is less than what we expect to see going forward. You can see this playing out in the consumption data from the last four weeks, all of which are part of our fiscal second quarter. During this period, our on-shelf prices rose across all three domestic retail domains. Looking ahead, our original plans for the year included additional inflation-justified pricing in future periods. Given the heightened inflationary environment, however, we now expect to take incremental actions beyond those original plans. Many of these actions have already been communicated to our customers, and the benefits will be weighted toward the second-half of the fiscal year. We'll keep you apprised, but it's important that we stress that our pricing actions are not a blunt instrument. We take a fact-based approach to pricing within the portfolio. We use a data-driven approach to elasticity, and thoughtfully execute actions to align with customer windows. As we look ahead, we remain confident in the fiscal 2022 EPS guidance we outlined on the fourth quarter call, but we now expect to take a different path to achieving that guidance. As mentioned, we now expect inflation to be higher than originally forecasted. However, we believe that the combination of continued strength in consumer demand, incremental inflation-justified pricing, and additional cost-savings actions will enable us to offset the impact of that inflation. I'd like to briefly unpack these factors, starting with the update to our inflation expectations. As you can see on slide 14, we currently expect gross inflation to be approximately 11% for fiscal 2022, compared to the, approximately, 9% we anticipated at the time of our fourth quarter call. The bulk of the incremental inflation can be attributed to continued increases in the cost of proteins, edible fats and oils, grains, and steel cans since our Q4 call. I want to emphasize that this is our best current estimate of gross inflation for the full-year, and does not account for the impact of supply chain productivity improvements or hedging. Dave will provide more color on inflation and the various levers we're able to pull to help offset its impact. Even in the face of this acutely inflationary environment, we remain squarely focused on continuing to invest in our brands, and capturing this strong consumer demand. And, we're pleased to share, that the consumer demand we experienced during the first quarter exceeded our prior expectations. As you can see on slide 15, our total company retail sales on a two-year CAGR basis were up nearly 7% in the first quarter with strong growth across our frozen snacks and staples domains. And when you peel back the onion further, you find even more evidence to underscore the durable strength of our top line performance. The chart on the left side of slide 16 demonstrates that we continue to grow our household penetration during the first quarter, building upon the significant new consumer acquisition we've achieved over the past year and a half. But what I believe is even more encouraging is the chart on the right. We didn't just acquire new consumers, we kept them. The data shows growth in repeat rates that demonstrates our new consumers discover the incredible products and tremendous value proposition of our portfolio. We're proud that our products are resonating with consumers, and that those shoppers keep coming back for more. Importantly, our performance on these metrics, household penetration and repeat rates has not only been strong in the absolute, but relative to the competition as well. We're also encouraged by the elasticity of demand for our portfolio which has been better than previously expected. Slide 17 demonstrates that our pricing actions to date have had limited impact on demand. As I mentioned, most of our pricing actions taken to date began to appear on shelf at the end of Q1. And you can see how that dynamic is being reflected in the data for September, which is part of our second quarter. We continue to be cautiously optimistic that our elasticities will remain favorable as the full array of pricing enters the market. As evidenced by our strong penetration and repeat rates, the growing number of consumers had clearly discovered the convenience and value that our retail portfolio provides. Taken together, the net result of these factors I just detailed is the reaffirmation of our EPS guidance and margin, and a few updates on how we expect to get there. We're increasing our organic net sales guidance to be approximately plus 1% up from approximately flat at the time of our Q4 call. We're reaffirming our adjusted operating margin guidance to remain at approximately 16%. We're updating our gross inflation guidance to about 11% and we're reaffirming our adjusted EPS guidance of approximately $2.50. Before I turn the call over to Dave, I want to briefly reinforce some of the longer term tailwinds, we believe will benefit us for years to come. This includes enduring trends that predate the COVID-19 pandemic and new consumer behaviors adopted over the past 18 months. As a reminder, we have a proven track record of successfully attracting Millennials and Gen Z consumers at a higher rate than our categories as a whole. By attracting younger consumers now, we create the groundwork for future growth not only to these younger generations offer the opportunity to drive lifetime value, they're larger than the Gen X generation that immediately proceeded them. Historically, younger adults have eaten at-home less than older generations. The meaningful shift towards at-home eating tends to happen during the family formation years. And particular, we know that annual frozen category spend per buyer increases in households with young kids, and it increases further as the kids grow up. Importantly, almost half of Millennials have yet to begin having kids and we fully expect their consumption of Conagra Products will grow along with the growth of their families. Another enduring trend is the growth of snacking, which has long been the fastest growing occasion in food and shows no signs of slowing down. We have a very strong $2 billion ready to eat snacks business that spans multiple subcategories, where we either have the fastest growing brand, the largest brand, or both. The COVID-19 pandemic has only served to accelerate these existing trends and create additional long-term growth drivers. One of the primary drivers for more at-home eating is the shifting workplace dynamics that are meaningfully changing weekday eating behavior. This includes both the contracting workforce and the rise of remote work. As more people work from home or exit the workforce, the more likely these people are to eat at-home, particularly on weekdays. Importantly, some aspects of remote workforce adoption are expected to be permanent. The way we work is changing and that's driving changes in consumer eating habits as well. More time at-home also means more time devoted to preparing meals. Younger consumers are acquiring new skills and developing new food habits at a formative age. The behavioral science tells us that when people learn to cook in early age, they continue to cook at elevated levels as they get older, and consumers of all ages are rediscovering their kitchens, and cooking more at home. Across all these long-term tailwinds, we believe our portfolio is uniquely positioned to meet the needs of today's consumers. Our frozen portfolio offers hyper-convenient meals and sides perfect for the quick work lunch or family dinner. Our snacks and sweet treats portfolio caters to those looking to experience bold, anytime flavors at home, while enjoying time with friends and family. And our staples portfolio offers the simple cooking aids and meal enhancers that both experienced and first time cooks are seeking. In summary, on average portfolio has delivered against the recent behavioral shift better than the competition. And as we move beyond the pandemic, and millennials and Gen Z's continued age, we believe that our brands are well positioned to become an even more regular part of their routines. Now that I've highlighted our performance for the quarter and strong positioning for the future, I'll turn it over to Dave to provide more detail.
David Marberger:
Thanks, Sean, and good morning, everybody. I'll start by going over some highlights from the quarter shown on slide 21. As a reminder, our year-over-year comparisons reflect the lapping of extremely strong demand for at-home food consumption during the early months of the pandemic. For that reason, we are also including two-year comparisons for a number of important metrics to provide helpful context regarding the underlying health of our business. We are pleased with the overall results of the first quarter, which has Sean discussed reflected our ability to successfully navigate the current dynamic environment. Organic net sales declined by 0.4% compared to a year ago, and increased 7% on a two-year CAGR. Adjusted gross profit and adjusted operating profit both decreased year-over-year, but were flat on a two-year basis, demonstrating our ability to offset the double-digit inflation experienced in the business during the quarter. I also want to highlight the increase in our advertising and promotional spend on both a one and two-year basis. These investments reflect our continued commitment to building and maintaining strong brands. Turning to slide 22, I'd like to spend a few minutes discussing our net sales for the quarter. On an organic net sales basis, the 0.4% decrease during the quarter was driven by a 2% decline in volume from lapping last year's elevated demand. This decline was almost entirely offset by favorable brand mix, and the pricing actions we've taken to date in response to the inflationary environment. There are two items I want to call out on price mix. First, as a reminder, the majority of our domestic retail pricing actions just started to hit shelves at the end of Q1. So the benefit in the quarter was limited compared to the benefits we expect to receive over the course of fiscal '22. Second, our 1.6% benefit from price mix lapses 70 basis point benefit in the prior year period that was associated with the true up of fiscal '20 fourth quarter trade expense accrual. Without that item, the current quarters price mixed benefit would have been plus 2.3%. Divestitures resulted in a 110 basis point decline in net sales during the quarter and foreign exchange provided a 50 basis point benefit. Together, these factors drove a 1% decline in total Conagra net sales for the quarter compared to a year ago. Slide 23 shows our net sale summary by segment, both on a year-over-year and a two year compounded basis. As you can see, we've had strong two-year compounded net sales growth in each of our three retail segments with a slight decline in our Foodservice segment. Net sales for the entire company have increased 7% on a two-year CAGR basis. Our two-year annual sales growth rate for the domestic retail segments is tracking closely with the retail consumption growth achieved over the same period. Turning to adjusted operating margin, slide 24 details the puts and takes of our first quarter results; first quarter inflation was 16.6%, driving our adjusted gross margin decline of 530 basis points compared to a year ago. We delivered 550 points of benefit from our margin lever actions in the quarter inflation justified pricing, supply chain realized productivity, cost synergies associated with the Pinnacle Foods acquisition and lower pandemic-related expenses. However, these benefits were more than offset by the very significant inflation. Note that the 16.6% inflation shown on the slide represents gross market inflation for Q1, and does not include hedging or sourcing benefits. We capture hedging as part of our realized productivity. For the first quarter, our net inflation, inclusive of hedging was high single-digits. Our Q1 adjusted operating margin was also impacted by year-over-year changes to A&P and adjusted SG&A. As I previously mentioned, we continued to increase our investments in A&P in the quarter. The adjusted operating profit and margin by segment for the quarter are shown on slide 25. As a reminder, we expect our first quarter of this fiscal year to benefit the least from our inflation justified pricing actions. It's also worth highlighting again, that our adjusted operating profit is flat on a two-year basis. Over a two year period, we have completely offset double-digit inflation while also increasing investment in the business. As you can see on slide 26, our Q1 adjusted EPS of $0.50 was heavily impacted by inflation as well as by a slightly higher tax rate. These headwinds were partially offset by strong performance from our Ardent Mills joint venture, lower net interest expense, and a slightly lower average diluted share count due to our share repurchases during the quarter. Turning to slide 27, we ended the quarter with a net debt to EBITDA ratio of four times, which was in line with our expectations and reflects the seasonality of the business. Our cash flow from operations and free cash flow were also both in line with our expectations for the quarter. Our CapEx increased year-over-year, as we remained focused on continued capacity investments to maximize physical availability of our products. We also continued to return capital to shareholders during the first quarter. We repurchased approximately $50 million of common stock and paid approximately $132 million in cash dividends. As a reminder, the Board of Directors approved a 14% increase to our annual dividend in July. We paid our first dividend at the increased quarterly rate of $0.3125 per share, or $1.25 per share on an annualized basis shortly after the conclusion of Q1. As we've already detailed today, we continue to experience cost of goods sold inflation at a level that is both significant and in excess of the level projected at the time of our Q4 fiscal '21 earnings call. We now expect gross cost of goods sold inflation to be approximately 11% for fiscal '22. We previously expected gross inflation of approximately 9%. This heightened inflationary pressure is coming from increases across many inputs, particularly proteins, edible fats and oils, grains, and metal-based packaging. We are also seeing increasing costs and transportation given marketplace dynamics. We have strong plans in place to mitigate the impact of this inflation. First, we will leverage sourcing and hedging given our sourcing and hedging positions. We only expect two-thirds of the 200 basis point increase in gross inflation to impact the fiscal '22 P&L. Regarding quarterly flow, we expect about half of the net impact from this heightened inflation to hit in the fourth quarter. We expect the other half to impact Q2 and Q3 about equally. As a reminder, the benefit of hedging actions is classified as realized productivity in our schedules. In addition to hedging and sourcing, we expect to have a number of drivers to help offset inflation in fiscal '22. As Sean already detailed, these drivers include higher than expected consumer demand, lower than expected elasticities of demand and incremental inflation justified pricing beyond our original plan. As Sean noted, the benefits of our incremental pricing actions will be weighted towards the second-half of the fiscal year. We are also taking additional actions to enhance supply chain productivity through the balance of fiscal '22. And as always, we will maintain a disciplined approach to cost control, which continues to be a hallmark of our culture. We now have additional cost savings actions planned beyond what was included as part of our initial guidance for the year. In summary, we intend to leverage our full range of margin drivers to offset the impact of inflation. We expect to realize the benefits from these drivers as the year progresses. With the benefits weighted towards the second-half of the year, we continue to expect margins to improve sequentially over the remainder of fiscal '22. The updated inflation expectations, the higher-than-expected consumer demand, and the comprehensive actions we are taking to combat rising costs are all reflected in the updated fiscal '22 guidance we issued this morning. We remain confident in our original adjusted EPS guidance of approximately $2.50 for the year. But the path to achieve that guidance has changed. We now expect organic net sales growth of approximately 1%, compared to our prior expectations of approximately flat growth. Also, we expect our adjusted operating margin to continue to be approximately 16%, but seize the modest compression versus our original forecast. We expect the increase in dollar profit from higher net sales, together with incremental cost saving, to offset the incremental net inflation dollars. As I explained on last quarter's call, this guidance is our best estimate of how we will perform in fiscal '22. But our ultimate performance will be highly dependent on multiple factors, including, first, how consumers purchase food as food service establishments continue to reopen and people return to in-office work and in-person school. Second, the level of inflation we ultimately experience. Third, the elasticity of demand impact as consumers respond to higher prices. And finally, the ability of our end-to-end supply chain to continue to operate effectively as the pandemic continues to evolve. Before turning it over to the operator for Q&A, I want to reiterate Sean's comments regarding our confidence in the resiliency of our business. Our ability to deliver sold results amid such a dynamic environment reflects the continued dedication of our team, as well as the strength of our brands, and the Conagra Way playbook. That's for listening, everyone. That concludes my remarks. I'll now pass it to the operator for questions.
Operator:
We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Andrew Lazar of Barclays. Please go ahead.
Andrew Lazar:
Great, thanks very much. Maybe to start off, many companies in the food space are certainly seeing better top line but have had incremental trouble servicing that demand efficiently due to the labor challenges, and sort of other supply chain disruptions. I guess Conagra is looking for higher sales than initially expected, and sort of a similar margin for the full-year, so really improved operating profit dollars. And I was hoping you could provide maybe a bit more color on the sort of the key buckets, and maybe quantify some of those key puts and takes for us, because I guess that's where I'm getting a bit of pushback this morning in terms of the higher operating profit that you would now see in light of all these challenges? And then secondly, just what would be the offset to the better operating profit for the full-year that keeps EPS roughly in a similar place for the full-year? Thanks so much.
Sean Connolly:
Good morning, Andrew. Let me take the first part of your question. And, Dave, you can add here, and just comment a little bit on the supply chain situation. Well, as you were implying with respect to supply chain, it is a daily grind, so I am incredibly appreciative and proud of our team. Clearly when demand from consumers is this strong at the same time that the supply chain is strained, service can suffer. And to manage that to the best of our abilities and maximize our sales, we attack each of the root causes as aggressively as we can. So, with respect to the labor environment, it is about recruiting as aggressively as we can, and then keeping people healthy when they get in the door. With respect to materials and ingredients, it's about keeping the pressure on suppliers and having contingencies. And with respect to logistics, it's about being as creative and aggressive as we can. And so, in times like these, it does come down to agility and resilience, and that's really how our culture is wired. And we talked about having a refuse to lose attitude every day, and in the end these supply chain challenges will ultimately abate. And when they do, the fact that our consumers have such affinity for our products sets us up very well for the future. So, that's really out goal, is to do everything within our power to get as many boxes of our products as we can out the door to help offset some of the cost pressures. Dave, you want to add anything to that on the --
David Marberger:
Yes, let me address your operating profit margin question, Andrew. As I mentioned in my prepared remarks, given the dynamic of increasing profit from our higher sales dollars offsetting the dollar impact of inflation, the math on that compresses margins a bit. So, we expect higher sales at same operating profit. So, our guidance on operating margin was approximately 16%. We were expecting to tip a bit above that in the previous guidance. Now, we're expecting to tip a bit below it, but we're still sort of guiding to approximately 16%. So, that's the dynamic on your operating profit question. As you look at the -- kind of the bridge to roughly how we get there, last quarter I gave a bridge, just updating it now. We expect 800 basis points of operating margin headwind from the 11% gross inflation, with our inflation going up. We expect about 490 points of operating margin tailwind from the costs coming out, including our realized productivity and that includes our hedging and sourcing as well as our lower COVID costs and the Pinnacle synergies. And we expect about 190 basis points of operating margin tailwind from all of our price mix actions, including our pricing, merchandizing products, and segment mix. And then a little bit of a headwind on SG&A to operating margin. So, that's sort of the rough bridge to get you to the little bit below 16%.
Andrew Lazar:
Great. And then just the EPS staying about the same, I guess now that you've kind of said -- talked about the margin a little bit, I guess there's no significant change in sort of below-the-line items necessarily, versus what you had expected previously?
David Marberger:
No, we have -- you see, we had a good quarter for Ardent. And so, you might have a little bit of benefit there, but our tax rate was a tick higher as well, so they kind of wash.
Andrew Lazar:
Great, thank you.
Operator:
The next question is from Ken Goldman of JPMorgan. Please go ahead.
Ken Goldman:
Hi, thank you. Are there any -- Dave, are there any notable tailwinds or headwinds just as we think about modeling the second quarter? Yes, I know you don't give full guidance, but maybe just so we can avoid some surprises. Yes, I know you've said many times the progression of fiscal '22 pricing and savings will be back-half loaded. So, hopefully, people have gotten that message. But is there anything specific we should be reminded of, additional trade accrual lapse, anything like that?
David Marberger:
Yes, Ken, I would tell you there's nothing like that. Really, the second quarter, we're going to see more of a benefit from price mix versus what we saw in the first quarter. The gross inflation is going to be roughly the same as we saw in the first quarter. So, it'll be the second-half where the percentage of gross inflation will start to decline. It'll still be up, but it will be at a lower rate. The second quarter inflation -- gross inflation is going to be roughly the same. So, it's going to be the increased benefit from price mix.
Ken Goldman:
Okay, thank you for that. And then one for me, Sean, we've seen some labor strikes at [Mondelez] (ph). And now, it looks like there's some fairly major ones at Kellogg. As you look at your relationships with your employees, in general, how much risk do you think there is for, I guess, a similarly unfavorable event with Conagra? I realize these things are so hard to forecast, I'm just curious for your broader thoughts there.
Sean Connolly:
Yes, it's, as I just mentioned in my earlier remarks, it's a tight labor market. And it takes a lot of ingenuity and creativity and effort to attract and retain employees to the best of our ability. So, we're obviously always trying to cultivate the strongest possible relationships with our employees so that they feel good about coming to work every day. And I feel good about where we sit right now, but it's -- there's no denying, it's a daily grind. And I'm really proud of what the team is doing, because we are able, as you saw in our Q1 sales, to produce at levels that, while the service may not be where we want it to be, it's very strong in the absolute, and that's our goal, is to keep the trains rolling.
Ken Goldman:
Great, thanks so much.
Operator:
The next question is from David Palmer of Evercore ISI. Please go ahead.
David Palmer:
Thanks. Just a quick one, Dave, on the inflation front, the second-half of fiscal '22, what's your visibility on that inflation, and perhaps just specifically, what is that rate that you anticipate for the second-half that goes with the 11% for the full-year? And I have a quick follow-up.
David Marberger:
Yes, I mean we were 16.6% Q1. We'll be in that general area for Q2. So, obviously, for total 11%, we're kind of higher single digits for the second-half.
David Palmer:
Okay. And visibility on that, is that fairly contracted or could you give us percentages on that?
Sean Connolly:
Yes, I mean kind of years ago we're 35% to 40% locked in for the rest of the year. So, there's just as I've talked about in the past, David, there's just starting commodities like proteins where we're limited in our ability to lock in, you know, things like edible oils, we do a better job and can lock in more. So, that's where we are right now. So, it's our best estimate right now, our procurement team does an amazing job really understanding the dynamics in each one of these categories. Really every one of them varies you know whether it's weather related impacts sort of wheat and resins more, the oils is more of a like capacity in terms of demand and renewable diesel. So, every category just has different dynamics, and they're all over it. So, but that's our best call as of now.
David Palmer:
And then the follow-up really is about the long-term. I mean, you had some long-term targets 18% plus EBIT margins, 1% to 2% top line, you're obviously going to be blowing away that organic sales number. But there's a bit of an interesting timing and dynamic cost and price environment that's going on this year. I'm wondering if you still see that the 18% plus being something that's in play over the medium-term? Can you get back there, in other words, is this 16% that we're at this year or roughly, is that really a timing thing or do you think about things maybe differently, more in terms of getting back to gross profit dollars, not gross, the margins that you would have had? How are you thinking about that? I'll pass it on.
Sean Connolly:
Hey, David, it's Sean. Yes, obviously, we're not going to get into specifics today on future margins. As you know, we plan on doing an investor meeting in the spring, but also as you know, our focus is not only on absolute margin, but importantly, margin trajectory in the future. And we've always had levers in place to help us capture a positive trajectory as we move forward. Not to mention, the pricing actions that we're taking today sets us up well we believe for a future in terms of overall price realization per unit and margin. So we'll leave it at that for now. And we'll share more as we get toward our investor meeting.
David Palmer:
Thank you.
Operator:
The next question is from Alexia Howard of Bernstein. Please go ahead.
Alexia Howard:
Good morning, everyone.
Sean Connolly:
Good morning.
Alexia Howard:
Can I ask about the productivity outlook for the year I mean, if you were to parse out the impact of hedging and maybe also separating out the impact of the COVID related costs coming out? Are you able to give us a sense for the underlying productivity improvements and how much more of the cost synergies from the Pinnacle deal remaining here? Are we coming to the tail-end of that?
Sean Connolly:
Yes, let me start with the last question first, we have about $10 million left in the Pinnacle synergies, $10 million year to go. And we should have those all in by the end of the fiscal year. As I mentioned previously, we expect 490 basis points of margin tailwind coming out of our realized productivity, it's a little difficult to get really precise with how much is hedging sourcing versus how much is just core realized productivity? There's a lot moving around, there's a little bit of overlap there as we're driving savings, because of scale we have in buying a particular commodity, but then that commodity is inflating, and then we're hedging it. So, it's all in one bucket, and it's why we report it that way. So we've historically averaged 3% realized productivity, and we're still on that same track, there's obviously a lot of other costs floating around, but we still feel really good about our core realized productivity delivery that's in that 490 basis points of benefit. So that's what I would say.
Alexia Howard:
Great, thank you. And then as a follow-up, and the leverage at four times, I mean obviously, given the pandemic related benefits that you've enjoyed for several quarters now there was a bit of a bump to EBITDA, might we expect the leverage to take up a notch or two over the next couple of quarters just because the EBITDA numbers might be normalizing?
David Marberger:
Yes, Alexia, so this level the four times is in line with our expectations, and it reflects the seasonality of the business as we increase our spending on inventory to prepare for our heavier sales quarters which are Q2, Q3. So yes, we expect leverage to peak in Q2 and then come back towards our target level in the second-half.
Alexia Howard:
Great. Thank you very much. I'll pass it on.
Operator:
The next question is from Jason English of Goldman Sachs. Please go ahead.
Jason English:
Hey, good morning folks. Thanks for slotting me in. A couple of quick questions here, first, the outlook for inflation to moderate from 16% gross inflation in the front half of the year to somewhere in the high-single-digit range. What sorts of cost levels are underpinning that? Are you assuming that that spot costs come in? Are you assuming spot costs continue to inflate and the rate of inflation just moderates as we lap prior-year, any more specificity or color you can give to help us understand, that would be appreciated?
David Marberger:
Yes, the biggest thing there Jason is the lapping, right. So we really started to see inflation pick up in the second-half of last year, really pick-up in Q4. And so we are lapping on those bigger basis, and so, it's kind of more the run rate of kind of where we are, but that's the biggest driver for a second-half being more high single-digits.
Jason English:
Cool, I'm just going to paraphrase to make sure I understand it. It sounds like you're saying you're kind of assuming spot runs flat from here and if we cycled the run up last year, which caused the moderation, correct?
David Marberger:
Yes.
Jason English:
And then in terms of the pricing build, can you put some teeth on this for us? I understand that sort of underlying absent lapping the trade accrual, you're running around 20 to 30 bps of price growth this quarter. What does that look like? Clearly, there's a step-up from the price increases, you took at the end of the quarter or would you expect meaningfully higher price in the second quarter, where are we going to be run rating at the end of the year?
David Marberger:
Yes, so last call, I talked about price mix for fiscal '22 of 3% to 4%. Given this update, we're really more at 4% plus for the year. So, as you know, obviously with us delivering the 1.6% price mix in Q1, that puts you to sort of the higher 4%, kind of to go, so that's what we expect. We took some pricing the end of fiscal '21. But we took a big amount of pricing last month of Q1, so we really didn't see the benefit. So we'll start seeing that benefit starting in Q2. So that really supports that kind of estimate for total price mix. Sean, anything you want to add?
Sean Connolly:
I just say in addition to that, we've got more pricing coming in the second-half, and some of which was not contemplated in our original plan. And if we've got to take more yet we will, it's all [indiscernible] based. And in the meantime, demand has been very strong, while elasticities have been negligible.
Jason English:
Sure, for sure, makes sense. Thanks, guys. I'll pass it on.
Sean Connolly:
Thank you.
Operator:
The next question is from Robert Moskow of Credit Suisse. Please go ahead.
Robert Moskow:
Hi, thank you for the question. Dave, I was surprised to not hear you mentioned freight and transportation and the increase in inflation guide from 09 to 11. You really just talked about food and packaging. Why is that, is that located elsewhere?
David Marberger:
No, it's in there. And I mentioned freight and transportation in my prepared comments. So that was I did mention that, I was giving examples of particular commodities and dynamics, but absolutely it's a very challenging environment right now with transportation in terms of not just cost but the reliability of trucks and you staff up to ship and making sure that trucks show up. And so there's a lot going on there, so that that's part of the 11%, for sure.
Robert Moskow:
Okay, so that's definitely. Okay, thank you. And also about the timing of the new price increases, can all of that happen in fiscal '22 or do some of it spill over into '23, just because of timing?
David Marberger:
Well, the actions, Rob will take place within '22. And so we'll start getting the benefits in '22 undoubtedly, and then some of the benefit will continue to spill over into next year, where we will be lapping a period where we didn't have the pricing in place. So that's one of the reasons we think the setup looks good as we kind of get through this because these cycles usually proven to be transitory in terms of the rate of change. And so the fact that the pricing in a broad based way will be in place and then the rate of change, it will abate. That is where the good setup lies.
Robert Moskow:
Okay, but all of it can hit the shelves in fiscal '22, right?
David Marberger:
Yes, you should be seeing it in the Scanner Data app. So, the next wave that comes in the second-half, you'll see show up in the Scanner Data as we get into the second-half.
Robert Moskow:
Okay, all right, thank you.
Operator:
The next question is from Bryan Spillane of Bank of America. Please go ahead.
Bryan Spillane:
Hi, thank you, operator. Good morning, everyone. So first question for me, just Dave I know we've talked a lot about inflation, but just can you comment at all on maybe any tightness in availability of supply of inputs and more specifically like the Tomato crop in California was stressed by the heat over the summer, we're hearing that there's some tightness in availability of steel cans, and maybe some other produce items. So just can you just give us any color on like availability of raw materials? And is that at all having an impact on, I guess, basically sales, right, are you at all supply constrained just on availability of raw materials?
Sean Connolly:
Yes, Bryan, Sean. With my earlier comments within the kind of strain, as I'll call it within supply chain, the three buckets that I mentioned are labor, obviously, materials and ingredients and logistics. So we're working all three of those buckets aggressively every day. And there are periodically you'll see a particular input, that will get strength. And so we've got to go the extra mile to get our fair share of what's available, but also have contingency plans so that we can shift our mix as necessary, if we have to go through a period where we get shorted on a particular ingredient, we will try to make it up with other products that we've got capacity to kind of push out the door. So, this is why I describe this as kind of a daily grind is, this is a year of perseverance, where we've got to make sure we are on top of what is available, get the maximum quantity, we can keep our people healthy, get the trucks to get the products to our customers, and get as many boxes of our stuff out the doors we can because on the other side of that challenge is tremendously strong consumer demand. And we want to take full advantage of that, because our depth of repeat helps us to capture the lifetime value of these consumers. So it's volatile, we're dealing with it, every company in our space is dealing with it and I think our team is doing a really good job in the phase of it.
Bryan Spillane:
Okay, and then just a follow-up, I guess in terms of the strong demand, and the pricing is just Sean, can you talk a little bit about how you're approaching some of the holiday windows? I guess it's worth thinking about pricing as a function of list price increases, and promotional frequency and depth. Is there more of an opportunity to take advantage of those holiday not needing to promote as aggressively I guess, in the holiday windows just simply because demand is strong and those are periods where people are going to show up in shop anyway? Or is it more getting more price realization outside of those holiday windows?
Sean Connolly:
Yes, it's interesting, Bryan. Somebody asked me recently, why don't customers just try to shape demand downward by taking more price than the inflation is and my answer was, that's not the way customers tend to behave. I can't say I've ever seen a price above inflation to steer demand downward. But they have been willing to accept price increments. And on our end, when you're in a strange supply situation, we do look at promotional reductions to keep demand in check and not exacerbate supply challenges. So it's we work with our retailers on some of the stuff that they like to get out on the floor during the holidays, you've got two aspects of those holiday promotions, you've got the location, getting it out on the floor, and then you've got the amount of discount, the magnitude of the discount. Certainly, we want to help our consumers to find our products during the holidays. But the magnitude of the discount does not need, we don't need to fan the flames of supply challenges. So you make a very fair, reasonable point much how we behave during the height of the pandemic with respect to promotion.
Bryan Spillane:
Okay, thanks, Sean. Thanks, Dave.
Sean Connolly:
Thanks, Bryan.
Operator:
The next question is from Priya Ohri-Gupta of Barclays. Please go ahead.
Priya Ohri-Gupta:
Great, thank you so much for taking the question. Dave, appreciate your comments around sort of the seasonality of the leverage, I think just given the difficulty and sort of parsing through some of the trends in the last couple of years as we think about sort of your forward-looking trends, is this cadence and leverage that you discussed or the up tick into the first quarter continuing into the second quarter in terms of net leverage before coming back in the back half something that we should expect on a go forward basis?
David Marberger:
Yes, Priya, so that's as we look at fiscal '22, we'll click up in Q2, we'll peak in Q2, and then we'll come back down in Q3 and then Q4. That's it is, it's hard to look historically because of the M&A activity we've had, but if you had a more normalized pattern that's what you would see for the business, given the seasonality, because we sell a lot of product in our second and third quarters. And so, there is a lot of investment in working capital as we go through the first-half, so yes, that's sort of how it will play out.
Priya Ohri-Gupta:
Okay, that's helpful. And then, as we think about just that improvement in the back-half, should we anticipate most of that, I mean, I guess just given some of the EBITDA dynamics this year, how much of that should come from additional debt paid down whether it's sort of CP oriented or any other potential directions that you could take?
Sean Connolly:
Yes, we're constantly looking at that previous I don't want to quote an exact number, where kind of debt is going to come in, we target a leverage ratio, our kind of leverage ratio target is 3.5 times. So that's what we're always managing to. So it's really kind of the dynamics of kind of the debt and EBITDA and so we kind of look at it holistically like that manage to the ratio.
Priya Ohri-Gupta:
Okay, that's helpful, and to confirm, we should be back at that 3.5 by year-end?
Sean Connolly:
Yes, we're moving towards that. So that -- not saying we'd be exactly at 3.5 by the end of the Q, but that's generally kind of where we'll be tracking to.
Priya Ohri-Gupta:
Okay, great. Thank you.
Sean Connolly:
Okay.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to Brian Kearney for closing remarks.
Brian Kearney:
Great, thank you. So, as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. The IR team is available for any follow-up calls that anyone may have, feel free to reach out. Thank you for your interest in Conagra Brands.
Operator:
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator:
Good day, and welcome to the Conagra Brands Fourth Quarter Fiscal Year 2021 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions]. After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions]. Please note, this event is being recorded. I would now like to turn the conference over to Brian Kearney. Please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I'll remind you that we will be making some forward-looking statements today. While we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of the risk factors are included in the documents we filed with SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales, refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in either the earnings press release or the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. With that, I'll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thank you for joining our fourth quarter fiscal 2021 earnings call. Today, Dave and I will discuss our strong fourth quarter and fiscal 2021 results, our expectations for fiscal 2022 and our perspective on how the Conagra Way playbook positions us for continued success in this dynamic environment. Slide 5 lays out the key points we're going to cover today. As you saw in our release, we reported very strong results for fiscal 2021, and we could not have done so without our people executing the Conagra Way with excellence. Their dedication enabled us to capitalize on an unprecedented time of consumer demand. Over the last year, we acquired and retained multiple years' worth of new consumers, and we grew share across categories, all while continuing to invest in the future. This translated into strong growth across the portfolio. We saw continued strength in frozen and snacks as well as increased relevancy for our large staples business. The work we've done modernizing and premiumizing our portfolio continues to pay off. We believe our brands are healthier than ever and well positioned to manage through the current inflationary challenges. Dave and I will both share more about our approach to managing rising input costs later in the presentation. But I can tell you now that we're taking aggressive actions on a number of fronts. It's also important to note that our plans provide for continued brand-building investments to drive consumer demand and further enhance brand health. Our business remains very strong, but we are revising our fiscal '22 guidance to reflect the lag effect associated with the aggressive mitigating actions we are taking. Essentially, we see fiscal '22 as a tale of two halves, with the lag effect concentrated in the first half and particularly in Q1. We expect many of our actions will start to flow through the P&L in Q2, setting up a second half adjusted EPS in line with what was assumed for H2 within our prior guidance. Given our resiliency over the last year and the compelling consumer trends we're continuing to track, we remain confident in the underlying strength of the business and the opportunities ahead for long-term value creation. As a result, this morning, we announced a 14% increase to our annual dividend, reflecting our Board's continued confidence in our outlook. Finally, we plan on hosting an investor meeting next spring to provide an update on our progress and discuss fiscal '23 and beyond. Be on the lookout for more information regarding the event. We hope you can join us. So with that as the backdrop, let's jump into the agenda for today's call. We'll start with our business update and then cover our priorities and value creation opportunities in fiscal 2022. As you can see on Slide 7, we ended fiscal 2021 with a strong fourth quarter that was in line with our guidance. As you know, our Q4 growth rates were impacted by the unprecedented demand we experienced in 2020 when at-home food consumption surged due to the onset of the pandemic and organic net sales increased 21.5%. Given this dynamic, we'll reference some two-year figures throughout today's presentation to provide more helpful context on the underlying strength and trajectory of the business. And as you can see, on a two-year CAGR basis, organic net sales for the fourth quarter increased by more than 4%, and our two-year adjusted EPS grew by more than 22%. On a full year basis, our organic net sales, adjusted operating margin and adjusted EPS were all up materially versus fiscal 2020. Continued execution of the Conagra Way playbook served as the foundation for our strong fiscal 2021 performance. Within our industry, success is defined by creating meaningful and lasting connections between consumers and brands. We believe that our playbook is the most effective framework for delivering on that objective. Our modern approach to brand building is based on three tenets. First, it all starts with developing superior products through perpetual modernization. Second, we ensure physical availability of our items, both in-store and online. And third, we drive mental availability of our products to ensure we remain salient and relevant with consumers. The foundation of the Conagra Way to brand building is our people. Our exceptional results this past fiscal year reflect our team's dedication to executing the Conagra Way each and every day. I would like to pause and say a heartfelt thank you to Conagra's amazing team for rising to the occasion to support each other, our business, our communities, our customers and our consumers. I'm extremely proud of the team's resilience in responding to the volatile environment throughout the year. We know our long-term performance is a function of the caliber and engagement of our team. That's why we're continuing to invest in our current employees and keeping the door open to talented new additions. In fiscal '21, our team's engagement was clearly evident in their intense focus on capturing opportunities. As I mentioned earlier, the pandemic created a unique environment for new consumer acquisition, and we were able to capitalize by having modern products available when and where consumers wanted them. We estimate that over the course of the last fiscal year, we gained the equivalent of more than four years' worth of incremental new buyers. COVID effectively amplified new product trial at a level rarely seen in our industry. In the chart on the left, on Slide 10, you can see the increase in household penetration across our portfolio during fiscal 2021, clear evidence of the magnitude of our new consumer acquisition. But what's even more encouraging is the chart on the right. We didn't just acquire new consumers, we kept them. The data shows that our new consumers discovered the tremendous value proposition our portfolio provides, and we're proud that our products are repeatedly appearing in pantries and freezers across America. Importantly, our performance over the last year was not only strong in the absolute, it was strong relative to the competition. We performed better than our peers in terms of household penetration and repeat rates and we continue to gain share. Keep in mind that we delivered these results despite hitting an upper control limit on the amount of product we could produce in certain categories. If we had additional capacity, these numbers would likely be even more impressive. Our disciplined approach to modernization and innovation across our product portfolio is key to our success. As you can see on Slide 11, we delivered an impressive innovation slate in fiscal '21. Our performance on innovation launched and sold in fiscal '21 surpassed the record performance we set in fiscal '20. And importantly, our innovation outperformed the competition. This strong outperformance is why even during the height of the pandemic, customers continued to ask for our new products. This is a clear testament to the innovation engine at Conagra and the solid reputation we built with customers and consumers. Slide 12 highlights a handful of our important launches in fiscal '21. We continued our successful Gardein co-branding strategy with the launch of Marie Callender's Pot Pie with Gardein protein. We continued to modernize and premiumize Birds Eye with the launch of vegetable bakes that are as good as any side dish you can order from a Chicago steakhouse. We began modernizing the Hungry-Man brand with the launch of the Double Meat platform that satisfies the hungriest of appetites. We also continued to work on Duncan Hines with the Instagramable EPIC line of Baking Kits along with our keto-friendly mixes. And we found even more ways to keep evolving our Healthy Choice Power Bowls with the launch of these vegetarian and vegan options. I'm particularly excited about the Birds Eye breaded vegetables platform we launched in fiscal '21. It's already started to take off with 3 of the cauliflower wings products being among the best-selling SKUs in the frozen vegetable category this year. If you haven't tried them, you're missing out. We supported the launch with a robust advertising campaign to drive awareness and mental availability. This campaign included digital, social and TV advertising. In addition to mental availability, we remain focused on the physical availability of our products in Q4, whether it's through brick-and-mortar or online. Slide 14 demonstrates how our ongoing investments in e-commerce have continued to yield results. Growth in our $1 billion e-commerce business continued in fiscal 2021, both against our peers and as a percentage of our overall retail sales. We consistently outpaced the entire total edible category in terms of e-commerce retail sales growth during the year. E-commerce sales now represent nearly 8% of our total retail sales. And importantly, our success in fiscal 2021 was broad-based. Just take a look at Slide 15. Total Conagra retail sales grew an impressive 11.7% on a 2-year basis in the fourth quarter with contributions from each of our retail domains. On a 2-year basis, we delivered double-digit growth rates in retail sales across our frozen and snacking domains and a solid 5.2% growth rate in staples. Let's dig into each domain a bit more, and let's start with frozen on Slide 16. Over the last 2 years, our frozen retail sales have surged across desserts, single-serve meals and multi-serve meals. We've also seen consistent growth in retail sales of frozen vegetables. All in, our strategic frozen business grew 13.5% over the 2-year period ending in fiscal 2021. And importantly, our buyers repeatedly returned to our frozen products. As you can see on Slide 17, consumer repeat rates for our leading frozen brands have been stronger than for the competition. Turning to Slide 18. Our snacks business has seen similar success, delivering strong 2-year retail sales growth of 21% in fiscal '21, led by increases of more than 25% across hot cocoa, microwave popcorn, ready-to-eat pudding and meat snacks. As with frozen, consumer repeat rates for a number of our leading snack brands beat those of competition during the fiscal year. Staples was also a meaningful contributor to our success. On Slide 20, you can see the strength of our staples portfolio. Staples retail sales increased 5.2% over the past 2 years, spurred by steady growth across key staples categories. Having increasingly rediscovered the joys of cooking last year, consumers reengaged with our staples products in a meaningful way. As you can see on Slide 21, the solid performance from staples was not isolated. We saw strong 2-year growth rates across many of our largest staples brands. Overall, we're pleased by the performance across our retail business, both within the quarter and over the fiscal year. And as fiscal '22 begins, we believe our branded portfolio is stronger than ever. So let's talk about what we see looking ahead. We have a unique opportunity in fiscal '22 to leverage our current momentum and maximize long-term value-creation potential. New behaviors and habits created during the pandemic resulted in an elevated and sustained level of at-home eating. Shoppers are engaging or reengaging with our products now more than ever, creating a larger, high-quality consumer base. To sustain this engagement, we plan to continue making investments in the physical and mental availability for our products. This includes building additional capacity to fulfill consumer demand making further strategic e-commerce investments, pursuing efficient and thoughtful marketing campaigns and introducing a robust fiscal '22 innovation slate. As we invest in our brands to create new and stronger connections with our consumers, we will also strategically navigate the inflationary environment that accelerated quickly during Q4 and continues today. We're aggressively pulling on all our margin levers to minimize the inflation-related profit lag during the first half. Regardless of near-term cost challenges, we plan to stay focused on the long-term priorities of our business, including continued investments to further support our brands. Our objectives are ultimately focused on driving long-term value creation achieved by pursuing growth in frozen and snacks and maintaining our staples portfolio as a reliable contributor. Let's spend a few minutes on our fiscal '22 innovation plans for each of the domains. I'm excited to provide you a preview of what we have in store. Starting with frozen, once again, we have high expectations for our innovation slate. Slide 24 highlights some of the frozen products that will be rolled out during the year. Hungary-Man has responded very well to recent innovation. We're extending its new Double Meat platform with this Double Chicken Bowl, which is sure to satisfy any big, bold appetite. Our broad snacks portfolio also provides us with plenty of opportunities to innovate. And here is just a sample of our fiscal '22 slate. Among the products on deck, household favorite Duncan Hines will soon be offering additional EPIC kits with versions of classic cookie mixes that combine many of the brand's delicious ingredients. Our highly relevant staples portfolio is also receiving a new slate of innovation as shown on Slide 26. Notably, our great P.F. Chang's brand is launching a variety of new restaurant-inspired products. Also, as more consumers seek plant-based foods, Gardein continues to expand its portfolio with new offerings, including a new line of plant-based chili. Overall, we're confident that the investments we're making in product innovations across our portfolio will produce strong ROIs. Ultimately, long-term brand health is dependent on the type of perpetual modernization that we're committed to here at Conagra. Before I turn things over to Dave to walk you through the financials, I want to quickly touch on our thoughts around inflation and our updated guidance for fiscal 2022. Dave will discuss the cost environment in more detail, but I want to reinforce that we are aggressively pulling on all of our levers to navigate the current inflationary environment. We began executing our aggressive response plan in fiscal 2021, given the inflation we were already seeing and talking to you about in Q3. The incremental inflation that arose as Q4 unfolded called for additional actions, and you can be assured that we've begun to respond accordingly. As I've shared in my remarks, we're also not pulling back from investing in the business. We remain squarely focused on long-term value creation. But I also know that a more short-term focused question on all of your minds is, will Conagra take list pricing increases. And the short answer is yes. In fact, we began implementing pricing actions on some of our products in the fourth quarter related to the initial inflation we experienced. The very early read on the data from those actions is that our elasticities look good so far. And we have more pricing coming. Because our pricing is being implemented strategically and thoughtfully, we're cautiously optimistic that our elasticities will remain strong as our full array of pricing enters the market in fiscal '22. As I mentioned last quarter and earlier in my presentation, we expect the negative impact of the cost inflation to hit our financials before the beneficial impact of our responsive actions, including our pricing. This timing mismatch is expected to be particularly impactful in H1 and more specifically in Q1. The resulting pressure on our first half margins impact our full year profit. And as you saw in the release, we're updating our fiscal '22 guidance as a result. Organic net sales growth is expected to be roughly flat to fiscal '21. This results in a CAGR over the 3 years ending fiscal '22 of approximately 3.5% compared to our original target of 1% to 2%. Adjusted operating margin is expected to be approximately 16%, and adjusted EPS is expected to be approximately $2.50. Although the substantial increase in inflation over the last few months has negatively impacted our profit guidance for the year, we remain confident in the underlying strength of the business. Even with the lag effect I've discussed, our full year guidance delivers significant improvements compared to our fiscal '19 starting point. Importantly, we expect that the impact of our aggressive mitigating actions will cause second half adjusted EPS to rebound to be in line with what was assumed for H2 within our prior guidance. We're excited about the path the business is on, and we're ready for another dynamic year ahead. Thanks for your time, everyone. Dave, over to you.
David Marberger:
Thanks, Sean, and good morning, everyone. I'll start with some highlights from the quarter and full year fiscal '21, which are shown on Slide 30. Before we get into the details, a reminder that our year-over-year results for the fourth quarter reflect the lapping of the onset of the pandemic in March, April and May of fiscal '20 and the unprecedented surge in consumer demand during that time. Additionally, our Q4 fiscal '20 included a 53rd week, which also impacts comparisons to the year ago period. Overall, we are pleased with our performance as our results for the quarter were in line with our expectations. We delivered strong growth for the full fiscal year, including a 5.1% increase in organic net sales; adjusted operating profit of nearly $2 billion, up 7.4% versus fiscal '20; and operating margin of 17.5% for the year, an increase of more than 100 basis points versus fiscal '20; an adjusted EBITDA increase of 6.5%; and adjusted EPS growth of 15.8% for the year. Turning to Slide 31, you can see the net sales bridge for the fourth quarter and the full year. Our 10.1% decrease in organic net sales during the quarter was driven by a 12.8% decline in volume due to the comparison to last year's demand surge. The impact of the volume decline was partially offset by a 2.7% benefit from favorable mix and the initial pricing actions we took in response to the elevated inflationary environment, which I will describe in further detail shortly. Divestitures drove a 150-basis point decline to net sales for the quarter, and we faced an additional headwind of 560 basis points from the lapping of last year's 53rd week. Finally, we experienced a 50-basis point benefit from foreign exchange during the quarter. Combined, these factors drove a 16.7% decline in net sales for the quarter compared to a year ago. The bottom half of the slide highlights the drivers of our net sales growth for full year fiscal '21 versus the prior year, with an increase in organic net sales of over 5%, driven by volume growth and favorable price mix actions. Slide 32 outlines our net sales summary by segment. In the fourth quarter, net sales in our 3 retail segments declined on both a reported and organic basis due to lapping last year's surge in demand. Conversely, our Foodservice segment grew considerably this quarter as restaurant traffic began to recover. For the full fiscal year, the strong performance in our 3 retail segments during the first 3 quarters of the year more than offset the decline in Q4, while our Foodservice segment was negatively impacted by reduced demand for away-from-home eating for most of the year. Slide 33 shows the puts and takes of our fourth quarter adjusted gross margin and adjusted operating margin. As you can see, our team did a great job pulling on our margin levers in the quarter, including taking price increases in several retail categories driving favorable mix throughout the portfolio, capturing $20 million of synergies associated with the Pinnacle Foods acquisition, managing our COVID-19-related costs, which were $36 million in the quarter and continuing to drive strong supply chain productivity. Despite these efforts, however, we were unable to fully offset cost of goods sold inflation in the quarter. Cost inflation continued to accelerate as the quarter progressed, ultimately landing at 8.6%, which was above the Q4 expectations we shared at the end of Q3. We also increased our A&P by 27% in the quarter as we continue to identify opportunities for strong ROIs on these investments, particularly within e-commerce. Finally, SG&A was a slight margin headwind in the quarter as SG&A dollars decreased at a lower rate than our reported net sales. Cost control and a disciplined approach to SG&A remain a hallmark of our culture here at Conagra. On Slide 34, we detail the operating profit and margin for our segments for the quarter and the full year. Each of our 3 retail segments declined versus last year's fourth quarter, driven by the lapping of last year's surge in demand and 53rd week as well as increased cost of goods sold inflation. However, each retail segment reported higher adjusted operating profit than the fourth quarter of fiscal '19, demonstrating the sustained progress we have made. As I noted earlier, our adjusted EPS of $0.54 was in line with our expectations despite higher-than-expected inflation. The decline in adjusted operating profit and the impact of last year's 53rd week affected our results by $0.23 and $0.05, respectively, shown here on Slide 35. These headwinds were partially offset by strong performance from our Ardent Mills joint venture, lower net interest expense and a slightly lower average diluted share count resulting from our Q3 share repurchase. Slide 36 summarizes our net debt at fiscal year-end and EBITDA and cash flow performance for the fiscal year. We ended the year with a net debt-to-EBITDA ratio of 3.6x, which is in line with our fiscal '21 target. We took advantage of our strong balance sheet throughout the year to increase our investment in the business and return capital to shareholders. During fiscal '21, we increased CapEx by more than $130 million compared to the prior year and funded important capacity and productivity projects. We also repurchased nearly $300 million worth of shares and paid $475 million in dividends in fiscal '21. As you may have seen in our press release this morning, we closed the sale of our Egg Beaters liquid egg business at the end of the fourth quarter. Given the timing of the closure, this sale had a minimal impact on our Q4 results, but we expect there to be an annualized net sales impact of roughly $40 million going forward. This will primarily be reflected in our Refrigerated & Frozen segment with small effects on our International and Foodservice segments. We estimate that the sale will have a total annualized impact on our EPS of approximately $0.01. As Sean mentioned, we are pleased with our current position in the market and are confident in our ability to continue executing the Conagra Way to drive profitable growth as we look ahead. However, we have experienced an acceleration of inflation since Q3. And due to the timing lag between when this inflation hits our P&L and when the benefits of our pricing and productivity actions take effect, we do not expect to fully offset the impact of these cost increases in time to meet our prior fiscal '22 EPS projections. We do expect, however, second half fiscal '22 EPS to be in line with what we assumed for the second half in our prior guidance. We are, therefore, updating our guidance as shown on Slide 37. For fiscal '22, we now expect organic net sales growth approximately flat to fiscal '21, adjusted operating margin of approximately 16% and adjusted EPS of approximately $2.50. While this guidance is our best estimate of how we will perform in fiscal '22, our ultimate performance will be highly dependent on 4 critical factors
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions]. And today's first question comes from Andrew Lazar with Barclays. Please go ahead.
Andrew Lazar:
Good morning. Thanks for the question.
Sean Connolly:
Good morning.
David Marberger:
Good morning.
Andrew Lazar:
Good morning. I'd like to start off with your commentary around the timing lag, obviously, of pricing to inflation. Would it be your expectation that the EBIT margin exiting fiscal '22, would be within your initial 18% to 19% forecast range, suggesting, let's say, no structural impediments? And if not, I would be curious as to why that would be?
Sean Connolly:
Yes, Andrew, the absolute earnings power of the business as we exit the year is expected in dollars to be right where we thought it was previously. So our focus there as we take through these transition windows and take price is on protecting pricing dollars. And then our outlook beyond '22, we'll lay out in more detail when we do our investor meeting. But suffice it to say, we continue to see margin runway in the business as we move ahead, and we'll get into details on that later. Dave, do you want to add some more color to that?
David Marberger:
Yes, just to build on that. So Andrew, our run rate earnings, as Sean said, for the second half, is the same as it was in our previous guidance. And that should really be the base as we think about fiscal '23 earnings. Regarding margins, the pricing we're taking is to offset inflation dollars, which compresses our operating margin in the short-term. But we expect our operating margins are going to improve in the second half versus the first half as the pricing fully hits the market, and we feel good about the runway for expanding margins as we get into fiscal '23. So we're going to give more specifics on our updated long-term algorithm in our spring investor meeting, but we feel good about how we'll exit '22 and the runway for margin going into '23.
Andrew Lazar:
Got it. And then if organic sales, let's say, slows more than expected in fiscal '22, which I think some investors are clearly concerned about, just given the challenging comps and such, trying to get a sense of how much risk that puts to your $2.50 EPS guidance or really, in other words, how much flexibility perhaps you've been able to build in to deal with some variability that could come in organic sales growth.
Sean Connolly:
Yes, Andrew, Sean here. As I've said many times, some years, you get to your sales number on the back of volume. Some years, you get there on the back of price. And obviously, this is a year of inflation, which means a year of price. And what I can tell you is, overall, we think our sales outlook is a prudent guide based on prudent assumptions, particularly around stickiness and elasticities. We did plan for some stickiness, but as Dave said in his prepared remarks, we also plan for some erosion to creep back in as we get closer to fall. On elasticities, our early elasticities do look good versus our estimates. And in my mind, they're likely to be aided by the ubiquity of the price increases in the grocery store. I think you call it strength in numbers. But in addition to that, even more so by higher prices in away-from-home food, which could further help stickiness. On top of those factors, we expect improved supply, which is going to help our service. We have an excellent '22 innovation slate. Our '21 innovation slate still has a lot more trial yet to happen, and we will be adding back some very select and prudent promotion dollars because we have confidence that the sales they'll generate will be incremental versus not adding them back. So overall, we like where we sit at the top line.
Andrew Lazar:
Thanks very much.
Operator:
And our next question today comes from Ken Goldman at JPMorgan.
Kenneth Goldman:
Hi, two for me, if I can. First, I think industry standard in this industry is for pricing, especially list pricing really to be on a 60- to 90-day lag after it's announced. Is there any delay or lag in that timeline from what you're seeing? Just thinking about the timing of inflation versus when your pricing comes in? Or is it really within a range that you think is pretty typical for this industry?
Sean Connolly:
Yes. Sure, Ken. Let me unpack that for you. First of all, we have ample tools to navigate inflation and the lag to pricing is no longer than normal. On pricing, the way it works is pretty straightforward. First, you don't generally get a customer to accept inflation-justified pricing until they're confident it's not transitory inflation. So it's not the day it shows up. It's after it's clearly established. Once that happens, it's around 90 days before you see the impact in the P&L. And then if inflation keeps moving, and this is what we've been dealing with, you take additional waves of action and the clock starts over. So if you look at where we were after our Q3 call, when inflation had run up to 6%, we were still finalizing our '22 AOP and we still saw a path to our previous EPS range. But since that time, inflation accelerated further by over $250 million, and that prompted us to develop additional plans to offset the additional inflation, and we've been hustling to implement those plans. But mechanically, there is a real lag effect. And when you have multiple waves of actions, at some point, you can't offset the increasing inflation in short-term windows, at least not without doing things that would ultimately destroy shareholder value like cutting investments in the business or investments in our people. So overall, we feel really good about our company. Our business has been very strong across the board. We continue to lead in innovation. We've delevered as planned. We continue to raise our dividend, and our people remain highly engaged. Now we've got inflation. It happens. You deal with it, and we are. The team is taking, my judgment, all the right actions. And the portfolio, importantly, is better positioned to navigate this dynamic than it was previously in the years gone by. So the net of all of this is a temporary window of profit pressure followed by a strong rebound. And that's how these cycles work when they're managed well, and that's how it will unfold from here. And specifically, as Dave just said, as we exit the year, the run rate earnings power of the business is expected to be exactly where we thought it would be before.
Kenneth Goldman:
Okay. That's very clear. Thank you. And then for a follow-up, you did talk about a few levers to manage inflation besides just pricing. One of them is optimizing fixed cost leverage. I wanted to ask about that because you'll probably have negative sales growth this year, including the divestiture of Egg Beaters, so I'm not quite sure where that sales leverage or that fixed cost leverage comes from. You also talked about customer charges. I wasn't sure what that meant. You talked about acquisitions and divestitures just as an item in there. I wasn't sure where you were going with that. So any help with those three sort of levers to offset inflation would be helpful. Thanks.
David Marberger:
Yes, Ken, let me take a shot at this. Let me approach it by talking about operating margins. So we finished fiscal '21 around 17.5%. So our guidance of approximately 16% is 150 basis points reduction. So if you kind of look at the key drivers, it obviously starts with inflation, which is approximately 9%. This is the estimated market inflation before coverage. So that creates about a 650-basis point headwind to operating margin. Our total realized productivity, which is our core productivity, our sourcing coverage, Pinnacle synergies and then the reduction of the COVID costs are over 5% of last year's COGS. So this is a tailwind to operating margin of about 400 basis points. The net impact of all of our pricing actions, mix actions is a tailwind of about 150 basis points. And this includes our pricing for the year, which is somewhere between 3% to 4%, and that's not an annualized number because of the lag, partially offset by a bit of certain increased merchandising programs and then the mix with Foodservice. So there's a lot in there. There's a lot of puts and takes. But in terms of our core productivity, when you include the reduction of COVID and the sourcing benefits, we're over 5% of cost of goods sold against that 9% inflation. So those are the key drivers.
Kenneth Goldman:
All right. Thanks, Dave.
Operator:
And our next question today comes from Bryan Spillane with Bank of America.
Bryan Spillane:
So Dave, just a first question from me is just on, it seems like the guide, the $2.50 guidance implies some benefit below the operating profit line. So I'm not sure if I missed it, but it seems like it's -- if you just take flat sales on a 16% margin, you get to around $2.30. So there seems to be a $0.20 gap between that. So is there -- can you just help us with below the operating profit line, maybe what some of the puts and takes are there?
David Marberger:
Yes. I mean, we have 2 major things there with pension income and then our equity interest, which is primarily Ardent, and then our tax rate. We expect the tax rate to be 23% to 24%. So that will be in line. So it's really benefits that we're going to get from Ardent and pension.
Bryan Spillane:
Okay. And then second one, just related to cash flow. I know you've got your rapid deleveraging targets for the end of '21. And so just given the implied sort of drop in operating income in '22, would you expect to still be within your targets on leverage? Or might it drift up a little bit? And if you could also help us with the CapEx number for '22, that would be helpful.
David Marberger:
Yes. Sure. So Bryan, we're still on our target of 3.5x. As we always have at Conagra, we have a seasonality, right? So we will build inventories really in the first half of the year. So you'll see a spike up in our working capital. So you always see kind of you'd see leverage kind of spike up seasonally and then it would come down, so by the end of the year, we're back in line where our target is. So you can expect that again this year. The one question is, from an inventory perspective, where we want to lean in a little bit more depending on where the business is and where demand is and build some more safety stock versus where do we plan it. But we'll manage that in the overall aggregate of kind of managing cash flow. So that's the plan, but there is a seasonality as we go through, and it clearly spikes up Q1, Q2 and then it comes down in the second half. And I'm sorry, what was your second question?
Bryan Spillane:
Just capital spending, if you could help us with the CapEx for this year, '22.
David Marberger:
Yes, we're estimating $475 million in CapEx in fiscal '22. And big piece of that is our continued construction of our new Birds Eye plant, which we're very excited about.
Operator:
The next question today comes from David Palmer of Evercore ISI.
David Palmer:
Just eyeballing Slide #40, that bracket that you labeled the timing lag effect. It looks like something like $0.15 per share in earnings. And just putting that into an annual EBIT margin headwind, it would be something like 80 basis points or so or maybe double that if it all happens in the first half. So it would feel like based on the rough math that you're implying something like EBIT margins in the 14 in the first half, 17 in the second half. Does that seem about right? Is that the sort of cadence you're thinking about?
David Marberger:
Yes, I think that's fair, David. I would say Q1, and I said this in my prepared remarks, we do expect that to be the lowest margin quarter of the year because we're going to get hit with the highest inflation rate and the pricing will not fully be in effect. So that's probably going to be more in line with where we came in for Q4 fiscal '21, but then you'll clearly see a ramp-up. So the way you're looking at it, I would say, is accurate.
David Palmer:
And I don't want to be too greedy, but you did mention that some of the productivity initiatives would be perhaps even more back-weighted than the pricing. So thinking about -- and I know you're not going to give us guidance for fiscal '23, but I want to think about, realistically, if that 17 can build up even higher going forward, as you have some catch-up in some of the productivity that goes with this big spike, perhaps historic spike in input cost into next year. And then I just want to squeeze in one more and that is on growth spending. What sort of growth spending are you baking into fiscal '22? And I'll stop.
Sean Connolly:
Well, just one quick comment on outlook beyond '22. We're not going to get into detail today, David. But our playbook around here is around perpetually reshaping the portfolio for better growth and better margins. And so there are a lot of things that we think we can continue to do over time to drive both growth and both margins. One of the things that we've been doing for the better part of 5 years now is premiumizing the portfolio. And that is -- we historically, as many of you know, have been around for a while, had a lot of our products that were very low priced $1 or below. We've worked hard to get those price points up. It's one of the interesting things about our company in this window we're in right now is we still think our products' price points have room to move north based on the quality that we offer and the modernization that we've put into our innovation. And sometimes you need a catalyst to continue to get those price points really in sync with the value proposition that we're offering. And so the optimist in us here is actually looking at some of what we're navigating here as a positive thing because it continues to fuel our premiumization and modernization strategy, which ultimately leads to better dollar realization per unit and better margins over time.
David Marberger:
Yes, just on the spending side, our Q1 A&P is going to be up. It was down in Q1 of fiscal '21. That was partially COVID related. But if you look at kind of the run rate where we finished the last 2 quarters in fiscal '21 and kind of where we're going to be in first quarter of fiscal '22, that's a good kind of run rate for A&P as we think about the full year '22.
Operator:
And our next question today comes from Jason English at Goldman Sachs.
Jason English:
Congrats on a strong finish to the year. A couple of quick questions. First, I think you've mentioned that your back-half EPS guidance is unchanged from what you expected before. I don't recall what your back-half EPS guidance was. So can you remind us of what your expectations were and I guess where they still are?
Sean Connolly:
Yes. Just -- this is a language thing, but we didn't say that the EPS guidance because we didn't give back-half EPS guidance for the 2 quarters. We gave guidance for the year. But the notion we're trying to get at here is that the earnings power of the business in the back half is exactly where we thought it would be at a dollar basis, what was embedded within our existing algorithm. Would you say that any differently, Dave?
David Marberger:
Yes. Another way to think about it is a little under half of our annual EPS has historically come from the second half. So yes, if our prior guidance had an assumption that was pretty close to that split, so if you look at our prior guidance range and apply that math, you should be in the ballpark for H2 for this year.
Jason English:
That's really helpful. And I want to go similar to Mr. Goldman's questions on the puts and takes to offset the inflation. You've got trade optimization on there. And I think you're not the first company to sort of highlight it. But I guess my question is, in regards to the COVID duration, we seem to have gone through a period where there is tremendous trade optimization during COVID when promotions are pulled from the system. Are you implying that there's opportunity to pull back even further on trade? Because I think a lot of us and a lot of investors, in particular, are expecting just the opposite to happen. We'll lap the period where trade was subdued and promotions were subdued and they'll come back into the system and be a net price offset. You seem to be implying the opposite is true. And I'm just curious if that's indeed the case; and if so, why?
Sean Connolly:
Yes. I think the thing you got to do here, Jason, is we've got to double-click down on what is trade, what's within trade. Trade is kind of a catch-all term. And within that catchall basket, there, historically in our experience, had been a lot of inefficiency. And as you've seen us do over the years, we've tried to purge a lot of that inefficiency out. And then there's some stuff that is under the heading of trade that works. So we see both opportunities to continue to get more efficient in some of the areas that have historically been inefficient in trade, and that could be fixed cost trade. It could be unhelpful promotions. So those are things where we can continue to get more efficient. By the same token, there are -- as I mentioned earlier, there are some opportunities to feather back in some trade to drive incremental volume. And the operative word there being incremental. And so we're -- this is the promotional investment part of trade spend. So the way I think about it is this, there's good promotional investments, meaning strong IRR. And those are the ones that drive incremental sales, sales that simply would not happen, but for the promotion. Then there's bad promotion investments. And those are the ones that do not drive incremental sales but merely cannibalize higher margin base sales. If you think about the height of the pandemic, we sold everything we could make as base sales. So promoted sales were inherently not incremental, which is why across the industry, you saw promotions fall. On the other side of the pandemic, base sales start to normalize, and that does leave room for good promotional investments to drive incremental sales, and those are sales that help overall sales and profitability. So the key to being good trade managers, trade spend managers are being able to identify those buckets where there's inefficiency continue to purge that out but not be blind to opportunities to drive incremental sales and profit, the good IRR investments. And that's why you got to get into the details on this giant catch-all bucket that we all call trade.
Operator:
And our next question today comes from Chris Growe of Stifel.
Christopher Growe :
I just had a question for you first and just to make sure I understand on the level of inflation. It's 9% on a market basis. What is it though for Conagra inclusive of, say, the hedging and sourcing benefits? What's the right percentage to -- even if it's back of the envelope to kind of figure out for the company overall?
David Marberger:
Chris, we kind of talk about that in kind of the market inflation, which is the 9% and then all of the offsets, including the hedging. So that's over 5% of total cost of goods sold. So we don't break out the specific piece. So we kind of included in total productivity.
Christopher Growe:
Okay. Got it. And then I'm just curious, can your second half margin be up versus the second half of fiscal '21? So rather than sequentially, can it be up versus the prior year because of the pricing that's coming through?
David Marberger:
Yes. I'm not going to get into that level of detail, but it clearly is up versus the first half.
Sean Connolly:
It's really -- our focus -- as you go into these acute inflationary periods, Chris, our focus becomes how do we recapture every profit dollar. And the math will affect in the short term the percentage, but we're focused on recapturing the profit dollars. And that's the earnings power that we expect to be spot on as we get to the back half.
David Marberger:
Yes, Chris, let me -- we will be up versus second half of '21.
Christopher Growe:
Okay. Yes. I didn't -- I appreciate that color. And just one final quick one would be that as you think about your pricing, and I'm looking ahead maybe it's second half, maybe fiscal '23, but do you expect that pricing would more than offset the dollar inflation coming through the business at some point in time when you achieve that full pricing? Can you achieve that level of pricing? A lot of companies are talking about that. We'll see if it happens. So I'm just curious if you're thinking of that the same way.
Sean Connolly:
Well, we'll see how it plays out. I mean this is the way these pricing -- these acute inflationary periods work, Chris, is the -- you get -- the inflation is your foe in the early days, and it could be your friend as you lap it in the first quarter or 2 that you lap it because you got the pricing at that point baked in, and hopefully you've reached a new equilibrium in terms of cost and you start to see meaningful margin recovery. That's why on a kind of a rolling 12-month basis once we get through this first quarter, you're going to see -- you're going to -- at that point in time, you're going to see a very strong performance in the business overall. But this is why being fulsome in our approach to offset inflation, including broad-based pricing across our categories across the portfolio, is a huge piece of the game. And I'm very pleased to see that the team is executing it the way we want it.
Operator:
And ladies and gentlemen, this concludes our question-and-answer session. I'd like to turn the conference back over to the management team for the final remarks.
Brian Kearney:
Great. Thank you. So as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. The IR team is available for any follow-up discussions that anyone may have. Thank you for your interest in Conagra Brands.
Operator:
Thank you. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines, and have a wonderful day.
Operator:
Good day, and welcome to the Conagra Brands Third Quarter Fiscal Year 2021 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note, today’s event is being recorded. I would now like to turn the conference over to Brian Kearney with Investor Relations. Please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I'll remind you that we will be making some forward-looking statements today. While we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of the risk factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales, refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in either the earnings press release or the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. With that, I'll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thank you for joining our third quarter fiscal 2021 earnings call. Today, Dave and I will discuss our strong third quarter results, our perspective on how Conagra is succeeding in the current environment, and how we are well positioned to drive future growth from behavioral tailwinds. So let’s get started. Our business continued to perform well, both in the absolute and relative to competition during the third quarter. Our ability to deliver for stakeholders during this pandemic is not only a testament to our team’s ability to adapt to the current environment, but a reflection of the work we’ve done to transform our business over the past five-plus years. Our ongoing execution of the Conagra Way playbook perpetually reshaping our portfolio and capabilities for better growth and better margins has enabled us to rise to the occasion during the COVID-19 pandemic and has positioned the business to excel in the future. During the third quarter, we continued to build on our momentum and invested across the company to further strengthen the business. This included ongoing investments in physical availability to ensure our products are accessible online and in-stores, and mental availability to ensure we are making the right connections with our consumers. As I’ve said previously, the COVID-19 pandemic has presented an incredible consumer trialing opportunity. Our innovation and marketing approach has enabled us to secure not only strong trial, but also strong repeat rates and market share gains. Based on the evidence we are seeing, which I will summarize today, we expect to emerge from the pandemic with structurally higher volumes and share, driven by the stickiness of the COVID-driven demand. But to be clear, we are not relying on these benefits to achieve our fiscal 2022 organic net sales guidance. Given our confidence in the longer term value creation opportunities of our business, we opportunistically repurchased approximately 300 million of shares in the quarter. We remain committed to a balanced approach to capital allocation, which includes investing in our business, maintaining solid investment grade credit ratings, executing smart M&A, and returning capital to shareholders via share repurchases and paying an attractive dividend. Our decision to repurchase shares demonstrates our willingness to capitalize on occasions when we believe we are undervalued. As we navigate the current environment, we are seeing input cost inflation accelerate in many of our categories and across the industry. Dave will detail multiple levers we have to manage this inflation. And finally, we are, again, reaffirming our fiscal 2022 guidance. I’ll unpack these items a bit further in a moment, but I want to start by acknowledging our frontline team. Our supply chain is a vital component of our success and I want to commend our team, once again, for their extraordinary execution amid the COVID-19 pandemic. I am extremely proud of the thousands of hardworking Conagra team members whose dedication has enabled our industry-leading performance. We remain focused on keeping employees safe while meeting the needs of our communities, customers and consumers. And I’d like to thank everyone at Conagra for making this possible. Let’s get into the business update. As the table on Slide 8 shows, our organic net sales growth of 9.7% exceeded our expectations in the quarter, despite the winter storm in February, causing a small temporary disruption in the supply chain. We also delivered adjusted operating margin of 16% and adjusted EPS of $0.59, both in line with our quarterly guidance. This strong performance was driven by our continued execution of the Conagra Way playbook. The foundation of everything we do is building superior products with modern attributes, great taste and contemporary packaging. Our third quarter results demonstrate the continued strong performance of our new innovation, which is being accepted by customers and sought after by consumers. Once we have the products right, we need to make sure that consumers and customers have access to it across all channels. As we will detail today, this is exemplified by our investments in transportation to ensure physical availability amid elevated demand. And finally, we support the mental availability of our products to ensure we connect with consumers in the right place, at the right time, and with the right messages. In the third quarter, we supported our brands with continued investments in e-commerce and digital marketing. Our playbook is not just a slogan, it’s the framework we use to run the business and it continues to deliver great results. During the third quarter, we grew retail sales 13.8% with each of our domains
David Marberger:
Thanks, Sean, and good morning, everyone. I’ll start my remarks by calling out a few third quarter performance highlights which are captured on Slide 37. As we have detailed this morning, the business continued to perform very well throughout the third quarter. Strong execution from the supply chain and outstanding performance by our teams across the company enabled us to exceed expectations for net sales during the third quarter while meeting margin and earnings targets, as we continue to strategically invest in the business while managing inflation. Overall, reported and organic net sales for the quarter increased 8.5% and 9.7% respectively compared to the same period a year ago. Adjusted gross margin increased 12 basis points to 27.5% and adjusted operating margin increased 31 basis points to 16% in the quarter. Adjusted EBITDA increased 9.9% to $566 million in the quarter, while adjusted diluted EPS grew to $0.59, up 25.5%. Slide 38 illustrates the drivers of our 8.5% net sales growth versus the same period a year ago. The 9.7% increase in organic net sales was driven by a 6.1% increase in volume connected to the continued increase in at-home food consumption as a result of the COVID-19 pandemic. A favorable price mix impact contributed a 3.6% increase to our organic sales growth. As Sean mentioned, our organic sales growth was impacted a bit from the February winter storms that impacted our ability to deliver products for a short time during the quarter. Our strong organic net sales growth was partially offset by the impact of a 1.2% decrease associated with the divestitures of the Lender’s, H.K. Anderson and Peter Pan businesses as well as the exit of the private label peanut butter business. As a reminder, we completed the divestiture of our Peter Pan business on January 25, which was approximately two months into our fiscal third quarter. Turning to slide 39, you will find a summary of our net sales by segment. In the third quarter, we saw continued growth in each of our three retail segments on both a reported and organic basis as the continuation of elevated demand for at-home food consumption benefited these segments. Our Foodservice segment was negatively impacted by reduced demand away-from-home. Importantly, innovation momentum in our Retail segments continued throughout the quarter. Slide 40 outlines the adjusted operating margin bridge for the third quarter versus the prior year. As you can see, our adjusted operating margin increased 30 basis points to 16%, in line with our guidance range for the quarter. Our adjusted gross margin increased by 12 basis points in the quarter versus the same period a year ago as our margin levers of mix, cost management, fixed cost leverage and pricing more than offset the combination of inflation and COVID-related costs. Included in the 180 basis points of COVID-related costs is 60 basis points of additional transportation investments that we made during the quarter. I’ll discuss those in more detail in a moment. A&P increased 11.8% in the quarter, primarily driven by higher e-commerce marketing investments, particularly for the Refrigerated & Frozen segment. And finally, our adjusted SG&A rate was favorable to our operating margin by 30 basis points versus a year-ago as net sales grew at a faster pace than SG&A. I’d now like to touch on certain transportation investments we made in the quarter. These are incremental transportation costs incurred on top of the core transportation inflation we experienced. So we’ve included these in our COVID-19-related costs in the margin bridge. These investments had a negative impact on our margins, but they helped us deliver more profit dollars. As you can see by Q3 organic net sales exceeding guidance, demand was higher than we expected during the quarter. To adequately service this demand, we made the decision to invest approximately $15 million in the quarter. This meant aggressively seeking out every available truck and adjusting how we ship to customers. To best service demand for certain brands, we had to bypass our normal distribution network and ship directly to customers. While we incurred additional costs to implement these actions, which impacted our operating margin, this enabled us to minimize out of stocks, maximize on-shelf availability, and maximize profit dollars. COVID has provided a period of significant elevated consumer trial of our brands and our innovation has outperformed expectations, allowing us to gain share with existing and new consumers. Investing to keep product on shelves to support this momentum and to support our retail customers while they manage tighter inventory levels was an easy business decision for us. While we expect demand to remain elevated for the foreseeable future, we believe we will be in a position to start rebuilding inventory over the next two quarters, which we believe will start removing the need for these incremental investments. I want to take a moment to comment on the input cost inflation we are seeing in the market and provide an overview of what we are doing to navigate it. As you can see on Slide 42, inflation increased 3.9% in the third quarter. This was higher than our 3.5% estimate and reflects the broad-based impact on the cost of materials, manufacturing and transportation and logistics. We expect the rate of inflation to continue to accelerate over the next few quarters. Fortunately, we have a variety of levers that can be used to offset this pressure, including pricing. We have already mobilized our inflation justified pricing plans with some actions already in market, others communicated to customers, and some yet to come. History shows us that price adjustments are more likely to be accepted in the market when industry-wide and broad-based input cost inflation occurs and that’s the environment we see today. We will also leverage our capabilities beyond just pricing to offset margin pressure, including overall mix management, cost savings measures such as our ongoing supply chain realized productivity programs and the optimization of our fixed cost leverage. In short, we will continue to closely evaluate the impact of inflation on our business and are confident in our ability to utilize our entire toolkit to manage through this environment. Turning to Slide 43, you can see an outline of our adjusted operating profit and margin by segment for the quarter. We are very happy with the continued profit growth in our retail business in the quarter, which more than offsets the decline in foodservice. Slide 44 summarizes the drivers of our third quarter adjusted diluted EPS from continuing operations. In the quarter, our adjusted diluted EPS of $0.59 increased by 25.5% compared to the same period a year ago. The growth in the quarter was primarily driven by the increase in adjusted operating profit associated with the net sales increase and margin expansion as well as reduced interest expense driven by lower debt. Slide 45 summarizes Conagra’s net debt and cash flow information. We ended the third quarter with our net debt-to-adjusted EBITDA leverage ratio at our longer term target of 3.5x, which is down from 4.8x a year-ago. With our balance sheet in a stronger position, and given our strong operating cash flow, we have increased our investments in the business. Our year-to-date CapEx increased over $130 million compared to last year to fund important capacity and productivity projects. The combination of the improved balance sheet and strong free cash flow generation has enabled us to return additional capital to shareholders by our recently increased dividend as well as by executing our first share repurchases since the close of the Pinnacle acquisition. During the quarter, we opportunistically repurchased 8.8 million shares for $298 million, demonstrating our willingness to capitalize on occasions when we believe we are undervalued. Looking forward, we will continue to be focused on executing a balanced capital allocation policy, focused on driving sustainable value creation. We remain committed to maintaining solid investment grade credit ratings as we use the strength of our cash flow and balance sheet to opportunistically play offense as compelling investment opportunities arise in the future. Slide 46 summarizes our current outlook. As we have said throughout our comments today, Conagra’s business is performing well and we remain optimistic regarding our ability to generate continued strong performance in the quarters ahead. For the fourth quarter, we expect organic net sales to decline approximately 10% to 12% as we lap the 21.5% growth in Q4 a year-ago. Our Q4 guidance represents a strong two-year growth rate of approximately 7% to 9.5%. As a reminder, reported net sales will also be impacted by last year’s 53rd week. We expect fourth quarter operating margin to be in the range of 14% to 15%. This estimate includes the combination of continued transportation investments to support product availability at similar levels to Q3, the lag in timing between our pricing actions and the expected acceleration of inflation, as well as a continuation of the A&P investment increase that started in Q2. As a reminder, our fiscal fourth quarter is historically our lowest operating margin quarter given seasonality, and as just mentioned, does not include a 53rd week. Given these sales and margin factors, we expect to deliver fourth quarter adjusted EPS in the range of $0.49 to $0.55. Our fourth quarter guidance also continues to assume that the end-to-end supply chain operates effectively during this period of heightened demand. And finally, we are reaffirming all of our fiscal 2022 guidance metrics. As Sean mentioned, the benefits of the stickiness of COVID-related demand are not required to reach our fiscal 2022 organic net sales guidance. While the current inflationary environment provides us more of a challenge on margin than we were originally expecting, we remain focused on utilizing our entire toolkit to deliver our profitability targets, which we are reaffirming today. When we report Q4 results in early July, we plan to provide more detail on our fiscal 2022 expectations. That concludes my remarks this morning. Thanks for listening. I’ll now pass it to the operator to open it up for questions.
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions] And today's first question comes from Andrew Lazar with Barclays. Please go ahead.
Andrew Lazar:
Great. Thanks very much for the question. Sean, in conversations with investors more recently, there appears to be this sort of lingering concern that Conagra will take whatever actions necessary to deal with rising inflation in fiscal 2022 even if such actions might have sort of negative implications beyond 2022. So in other words, Conagra can hit its fiscal 2022 goals, but do so in a way that is somehow deemed, less sustainable or lower quality. And I guess in light of rising inflation seen in today’s results on margins and sort of the margin commentary for next quarter, I’d expect these concerns to only grow from here. So I guess I’d love your take on this and maybe to address this sort of very specific investor concern, if you could.
Sean Connolly:
Sure. Thanks, Andrew. Good to hear from you. Hope all is well. Well, the short answer is that that concern is totally unwarranted. But let’s copter up for a second, just look at the big picture here. Over the past six years, we have totally transformed our company and our culture and the magnitude of the portfolio modernization we’ve delivered is arguably best-in-class. And that incredible work by our Conagra team put us in a position to capitalize on the unique and unprecedented trialing opportunity that COVID presented. We knew that our modernized products would perform and that our repeat purchases would be excellent. So what did we do? We invested during the pandemic to maximize trial and try to capture the lifetime value of these new mostly younger consumers, look, no further than our aggressive stance on transportation solutions and e-commerce in Q3. So if you flash forward to fiscal 2022, our conviction around getting our products – our modernized products into consumer’s mouths won’t change. We play the long game and we do not burn the furniture to create better margin percent optics short-term. This is my – I think is my ninth-year as a public company CEO, and I’ve never taken that route. So I don’t think that concern is warranted.
Andrew Lazar:
Great. Thanks for that. And then a quick follow-up. I didn’t hear and I may have missed it, the synergy capture in the quarter. I don’t think it was in the slide deck and it’s been in there over the last couple of quarters. So maybe, Dave, if you could just comment on how that came in in the quarter?
David Marberger:
Andrew, we’re right on target with synergy. There was $24 million of incremental synergy in the quarter. That brings us to $270 million cumulative and we’re still on track to hit our target of $305 million by the end of next year.
Andrew Lazar:
Thanks very much.
Operator:
And our next question today comes from Ken Goldman at JPMorgan. Please go ahead.
Kenneth Goldman:
[Indiscernible] apologize if not.
Sean Connolly:
We can hear you now, Ken. We missed the beginning.
David Marberger:
We missed the beginning.
Kenneth Goldman:
Okay. We’ll try it anyway and just cut me off if you can’t hear me. But Sean, as you know, just to kind of piggyback a little bit on what Andrew was saying. One of the bigger investor questions is whether you can hit that 18% minimum margin number next year, right? I’m sure you hear that more than we do. You obviously maintain that range today, but the 3Q margin came in lighter than you expected, 4Q’s will as well. And then you have an acceleration of inflation into next year. So despite your reiteration, and even though pricing and savings are going to accelerate, there is an argument to be made that your current numbers are saying these tailwinds won’t be quite enough to offset costs. So I guess my question is this, just how confident are you in that 18% to 19% range, and why isn’t it somewhat at risk at least more than it was three months ago given net cost inflation that we’re seeing?
Sean Connolly:
Well, we’ve reiterated 2022 and we feel good about the 2022 algorithm overall Ken. And the precise permutation of how things unfold is not yet clear because things are moving around still quite a bit. But here’s how I think about 2022 in general versus what we were originally envisioning. The topline clearly looks stronger, margins look more challenged short-term due to inflation and the lags that usually follow price increases. And so given we’re still in the midst of finalizing our annual operating plan and our pricing plans, it is premature to communicate the precise permutation of how things will unfold. But in our eyes, we expect things to unfold in such a way that we deliver the guidance overall.
Kenneth Goldman:
Great. I'll let it go there. Thank you.
Operator:
And our next question today comes from Chris Growe with Stifel. Please go ahead.
Christopher Growe:
Hi. Good morning.
Sean Connolly:
Good morning.
Christopher Growe:
I just had some – a couple of questions here. So the first one just would be that as we think about the levers you have to offset inflation going forward. There is multiple levers, obviously pricing and promotional spending those sorts of things. I’m curious in terms of like your cost savings and you have a little bit of residual synergies, but should we think of that as the first line of defense and how much in the way of say like productivity savings do you have to help offset inflation before you guys jump into actual pricing and other levers yet to pull that makes sense?
Sean Connolly:
Yes. All right. So let me start, Chris, with the big picture here and then we’ll go over to Dave with more granular detail. Here’s how I think about this whole inflation/lever/pricing kind of concept. Principally, when we’re experiencing inflation as we are currently, we will be very aggressive to offset it using multiple levers like our cost programs which you cited are pricing, trade and mix. Now with regard to inflation justified pricing, it’s really there not a question of, if we will move. It’s a question of how closely the pricing actions impact on the P&L lines up with inflations impact on the P&L. And here not all businesses are equal. The lag is typically shorter, as you know, in foodservice and in those retail categories with simpler [indiscernible], but our expectation is to fully offset inflation over time and through all of these levers and we are working very aggressively to do that. And as I pointed out before, there is something else to keep in mind too is that the priority for both Conagra and our customers is to sustain growth. Now doing that means we got to keep our proven innovation machine running and doing that means we have to offset inflation. So in other words, our customers understand this more often than not because they’ve seen and they now count on the tremendous vitality that our innovation programs have driven into important categories like frozen and snacks. And last thing before I turn over to Dave is, by the way, I am very happy that we’ve been so aggressive in modernizing our portfolio for the past six years because you can see it in the numbers, the dedication that these consumers now have to our products will be another factor that helps us navigate this inflationary period. Dave, do you want to talk anymore about the cost savings levers or anything?
David Marberger:
Yes. Sure. So Sean hit the pricing. As it relates to realized productivity, first of all, we have a very experienced supply chain organization with really strong processes across the entire network. So if you look historically, we’ve approximated 3% of cost of goods sold realized productivity savings, if you go back historically. Efficiency in the plants, network opportunity, sourcing, there’s just a series of different areas and we continue to execute projects to drive the cost savings opportunity. So obviously, this isn’t changing as we look forward. There is other levers though. As Andrew had asked previously, we are on track with our Pinnacle synergies to go from our $270 million where we are year-to-date this year to $305 million by the end of next fiscal year, less COVID-related costs in fiscal 2022. As people become vaccinated, the entire end-to-end supply chain is going to benefit from less supply disruption and that will enable us to reduce excess cost being incurred in fiscal 2021 to support demand. The Q3 incremental transportation investment that I discussed in my remarks, that’s one example. That was $15 million of investment just in this quarter. Another area is supplementing volume with [co-mans] [ph], both the incremental cost of the co-man and the incremental distribution cost to get it from the co-man to the customer. And so that’s another important lever. We’re over $100 million year-to-date in those COVID-related costs that as we looked at 2022 should really be an opportunity for us to get that out of the base. We will have some headwinds with fixed overhead absorption and overall segment mix, but we think product mix is an opportunity for us. And then as we always talk about margin accretive innovation, our innovation continues to be strong and we are really bullish on making sure that it’s margin accretive. So, yes, there’s a lot of things, a lot of dynamic that’s driving this right now, but based on the analysis we’ve done in the different scenarios, we think we have various ways that we can reach our 2022 profitability numbers.
Christopher Growe:
Okay. Great. That was helpful. I have just one quick follow-on. In relation to the transportation investments you made, is there another $15 million in the fourth quarter, is that the way to think about it? And is that basically helping you rebuild inventories more quickly, is that also a way to think about that investment?
David Marberger:
Yes. So I’m not going to give you the specific. We do expect additional investment in Q4. I’m not going to say that it’s exactly $15 million. It’s a little fluid. The overall objective is to optimize getting product to customers as quickly and efficiently as possible. So for certain categories in staples and snacking where inventory has been tight, we made the decision to bypass our normal DC distribution system network and ship directly from plant or directly from one selected DC. So that gives us better inventory and it allows us to meet customer demand more efficiently and it improves product availability. But it comes at an incremental cost, inefficient shipping lanes and sporadic frequency of distribution route. So there is a lot of dynamics there that’s going to continue into Q4 and we’ll manage that number the best we can.
Christopher Growe:
Okay. Thank you very much for all the color.
Operator:
Our next question today comes from David Palmer with Evercore ISI. Please go ahead.
David Palmer:
Thanks. Just to follow-up on some of those questions with regard to fiscal 2022. You mentioned pricing actions and you mentioned increasing inflation over the next few quarters. Do you anticipate that the gross margin trends and perhaps earnings growth will be more of a back-weighted – will make fiscal 2022 more of a back-weighted year given the timing of inflation versus pricing? And I have a quick follow-up.
David Marberger:
Yes. David, we’re not going to get into specifics on fiscal 2022 right now. As said in my comments, we expect the inflation rate to accelerate into Q4 and into early fiscal 2022. But we’ll give more color in July when we give our Q4 earnings.
Sean Connolly:
David, it’s Sean. We’ve talked about how these acute inflationary periods work with respect to pricing many times over the years and this lag concept is an important one, right? When you see broad-based inflation across an industry, across the basket the way we’re seeing now, you tend to see the whole industry kind of acknowledge that they’ve got to contend with these things. They’ve got to deal with it. And not as I said a few minutes ago, not all businesses are created equal in terms of when the positive impact of pricing shows up in the P&L versus the negative impact of the inflation. There can be a lag, so over the course of a full-year, that’s kind of how you tend to see it go as you see more of a headwind in the short-term. And then you see recovery as pricing goes into the marketplace. And then oftentimes, there is the benefit the following year as you begin to wrap. So we’ll see how it plays out this year. What we can say at this point is we’re flat out on all of these integrated margin management levers that we go after in times like this.
David Palmer:
And just a follow-up on, Dave, the topic of setting up fiscal 2023 after you hopefully achieve your targets in fiscal 2022. If you’re achieving – if the stickiness is above what your guidance implies and you mentioned that you’re not anticipating with this guidance that the COVID-related trial will relate – will end up with stickiness in that demand. But if you do have that you do have strong multiyear sales trends and you have room to reinvest, where do you anticipate those investments going from here? Where do you see the most opportunity? Thanks.
David Marberger:
Well, David, it entirely depends upon what is the barrier to maximizing trial in any given window. So Q3 is very instructive example in this regard. You can look at our topline in Q3 and say, wow, we beat our guidance on the topline, was that because of the A&P increase? The answer to that is no. We planned for a double-digit increase in A&P and we still over delivered on our topline. So what was it exactly that drove the incremental lift on the topline? It was a deliberate and spontaneous choice by our management team to invest in transportation solutions that are atypical for us. They come at a higher cost and we chose to do that and make that investment. Why did we do that? Because we’ve got phenomenal repeat and depth of repeat data and so we’re very confident in the ROI of that investment because we’re very serious about investing in the business in the short-term during this trial period in order to capture this lifetime value. So we’ve been doing it. Also the decision to continue to lean hard on e-commerce where we tend to get the best ROIs, we tend to over index most with the younger consumers who are going to be the ones that deliver that lifetime value. This is very purposeful in our regard and we are absolutely – we don’t have any comments today on beyond 2022. But what we can say is, we’re playing the game hard to optimize what beyond 2022 looks like in terms of our consumer base because we’re having such good fortune generating loyalty.
David Palmer:
Thank you.
Operator:
And our next question today comes from Alexia Howard with Bernstein. Please go ahead.
Alexia Howard:
Good morning, everyone.
Sean Connolly:
Hi, Alexia.
David Marberger:
Good morning.
Alexia Howard:
Hi, I hope you can hear me okay. So my first question is, you’ve obviously made a number of divestments over the last several months and maybe longer than that. Now that we’re coming up to the expiration of the deferred tax asset, are we done with that or is it possible that there might be more of that to come?
Sean Connolly:
Well, obviously, we have been active over the years in divestitures and our philosophy on that has really not changed. It’s been that if there is business that doesn’t fit strategically, if it’s a chronic drag on our sales or chronic drag on our margins or somebody else just really puts tremendous value on it. We’re open to divestitures should a legitimate offer come along that we see clearing the hurdle of the intrinsic value of the business and that’s kind of always been our case. And we’re fully aware of the timing of the capital loss carry-forward and we have divested assets leveraging that along the way. And frankly, we have been open to other things as well. But it’s not strategic for us, let me put it this way to pursue utilizing the capital loss carry-forward for the sake of utilizing the capital loss carry-forward, it would be strategic for us to divest an asset that didn’t fit or was something that wasn’t a priority for us as long as the valuation that was inbound clear the intrinsic value of that. And if that were to happen at any point in time, we would be open to it. When that’s in place, we’ve done deals.
Alexia Howard:
Great. And then as a follow-up, your price mix is obviously, in the third quarter at least, nicely positive. I guess that’s partly because of the pandemic, and I guess maybe lower promotional activity or maybe it’s different. But I’m curious about the mix component there and what exactly is driving, if it is positive, the mix piece, and how you expect that to develop going forward? Thank you, and I’ll pass it on.
David Marberger:
Hey, Alexia. Just roughly of the price mix benefit we saw in the quarter, it’s roughly 50-50 mix kind of price and promotion. I’ll kind of put it into those two buckets. As it comes to the mix part of it, a lot of that is really segment mix. So we are growing our domestic retail segments significantly which are strong in terms of sales mix relative to our foodservice business, which is down, but we’re also seeing favorable mix within the business. So it’s really a combination of segment and kind of brand product mix, if you will.
Sean Connolly:
Yes. Alexia, Sean here. Just one other thing that I would encourage the investor to think about as they think about our topline long-term. You think about our business, you’ve got three consumer domains, you’ve got frozen, you’ve got snacks and you’ve got staples. And so what does a long-term investor have to believe to feel good about our topline going forward? I think they’ve got to believe that there is continued growth opportunity in frozen, I certainly do. They got to believe there is continued growth opportunity with this awesome snacks business we have, I certainly do. But what’s really interesting post-pandemic is the staples business and that’s a very strong margin business for us and it’s been performing phenomenally well and this whole dynamic with younger consumers learning how to cook, realizing the tremendous value proposition of cooking simple meals at home, beginning to form families and with this kind of at-home nesting, it’s a real phenomenon and that’s a good thing because it would lead a reasonable person to believe that that business is at least going to be staple. So if you think about the total mix of the portfolio, you’ve got a big profitable staple business and two growing domains. I like the way that shapes up for years to come.
Alexia Howard:
Great. Thank you very much. I'll pass it on.
Operator:
Our next question today comes from Bryan Spillane with Bank of America. Please go ahead.
Bryan Spillane:
Hey. Good morning, everyone.
Sean Connolly:
Hey, Bryan.
Bryan Spillane:
So just quick ones for me. And maybe I might have missed this. But Dave, on the guidance, the 2022 reaffirmation, is that net of Peter Pan divestiture or is that – I guess that’s question, is it net of the divestiture or not?
David Marberger:
Yes, it’s net of the divestiture, it’s out of there.
Bryan Spillane:
And then second question just – I guess, Sean, as we’re thinking about the possibility for the potential that some of this demand behavior sticks going forward, how does that affect or does it have an impact at all on manufacturing, manufacturing capacity and as you assess this, I guess over the next year or so, I guess I’m asking is there a potential that you might have to elevate capital spending for a while or make some acquisitions to expand capacity – build up manufacturing capacity to sort of support and – a base that would be elevated versus where it was in 2019?
Sean Connolly:
Yes. Bryan, we’ve already been doing that across a number of our businesses and top line remains strong. We’ll continue to do that because if you look over time at the IRRs we get on numerous broad-based capital investments, the best IRRs are typically those associated with increasing capacity on our growing businesses like Slim Jim and others. So that’s a great return on all time and we’ll continue to look for opportunities to do that and we spread it out based on how we need it, but we’ve already been making those investments in added capacity both internally and with co-packers. Interestingly the way, as you all know, works with some of these co-packer investments is, those can be a headwind to margins in the short-term, but if you believe that the demand on the other end of the consumer there is sustainable. Typically when you repatriate that capacity back in-house, that’s expansive to margin at that point in time. So that concept remains intact as well and we’ll look for opportunities to do that going forward.
Bryan Spillane:
All right. Thanks guys.
Operator:
And our next question today comes from Jason English at Goldman Sachs. Please go ahead.
Jason English:
Hey. Good morning, folks. Thank you for totting me in and congrats on another strong quarter. A couple of questions, first, reasonably tactical one and building off of Alexia Howard’s question, the price mix contribution, I think you said around half from lower promotions, with the pricing actions you put in place, is it reasonable to expect a decent chunk of that to be offset or mitigated by promotions coming back into the system, or do you think it’s reasonable that we could actually continue to operate at a much more subdued promotional level?
Sean Connolly:
Well, if you just go back over the years, Jason, you’ve seen us pretty dramatically ratchet down our promotion reliance over the last six years, and I think probably on average, we probably reduced our reliance on promotion more than most food companies. And frankly COVID, again, illuminated some of the inefficiency that has emerged over the years in some of the traditional promotions, it’s just the lifts that the industry used to see on a lot of categories are a lot smaller today. So it’s – we are big believers in redeploying any inefficiency we can find in our total marketing spend and higher ROI ways that could be in trade as you’ve seen before, we’ve found tremendous inefficiency in some of the A&P lines and we’ve actually managed and reinvest some of that in-store with retailers but not against traditional kind of stack them high and watch them fly types of investments. So, that type of – that priority is always intact for us and we will continue to try to push our – over time our reliance on price-based promotion downward. Obviously last year was kind of an extreme base and so we’ll see how that unfolds over time. But principally, that’s how we think about it. Dave, you want to add to that?
David Marberger:
Yes, the only thing I would add to that is that Jason, that’s why I said price and promotion because we really look at them together. When you’re looking at the impact of price, obviously you have to look at not just the list price but how you promote what your strategy is to promote as well. So it all goes into the net realized price calculus. So just wanted to clarify that.
Jason English:
Yes, for sure. That makes lot of sense. Okay. And on that topic of allocation to maximize return, you talked a lot about your investment in e-com and A&P. I’m assuming that you’re referring to retail media. It sounds like Walmart is making a pretty big push to try to drive more with Connect in integrating with its joint business planning coverage as well. Is it reasonable to expect that investment to continue to climb next year, is part one of the questions. And part two is, if so where could you find it? Can this come out of trade or does it need to be incremental dollars into the P&L?
Sean Connolly:
As I’ve mentioned many times, we’re agnostic to where we put brand building dollars as long as we get good impact and a good ROI. And so your example on media, I think a number of years ago, I said look a lot of people could have come to us and offered to deploy media, medias what we choose to run, and it’s a question of what’s the effectiveness and what’s the ROI on that. So we’re open minded to different kinds of investment. But by the way, that’s not all that we’ve invested in an e-commerce, as we talked before the importance of investments in search and other things so that we show up well in the digital shelf, so to speak, are very important, but we have been pretty good at keeping our overall level of total marketing investment rock solid over the years. We just tend to move it around from pocket to pocket based on what specific opportunity in any given window gives us the greatest impact and the greatest return on investment.
Jason English:
So, you can move it around then. It sounds like the answer is, if it has to grow, you can just help on [indiscernible].
Sean Connolly:
Yes, that’s typically – and by the way if we just principally, if we were ever going to add incremental investment to what we would do, it would be because we see a return for that and that’s where – that’s where, you know what I mean by that is, it was incremental investments to me when you see opportunities where they’re not a tax on EBIT, but there actually an accelerant to EBIT because of what they do to the top line. That’s positive ROI. We’ve always been open to that kind of thing. That’s not something we’re forecasting, but it’s just principally how we think about those kinds of investments.
Jason English:
For sure. That makes sense. Thanks a lot. I’ll pass it on.
Operator:
And our next question today comes from Robert Moskow with Credit Suisse. Please go ahead.
Robert Moskow:
Hi, thank you for the question. I was wondering, in your forecast for the rest of the calendar year, have you baked in any assumptions for government stimulus programs running out SNAP benefits, which are elevated now dissipating. I would imagine that would affect your consumer base a little more than most packaged food companies. You tell me if you agree? And is it possible to disassociate that with the stickiness you expect from all the new trial you got from COVID? How have you made your macro overlay assumptions there?
Sean Connolly:
Well, with respect to the stickiness, stimulus and other things aside, we obviously think it’s real and that our conviction there is growing even stronger day-by-day, but we don’t need that stickiness, as I said before, to get to our revenue algorithm. Hopefully as the database case for stickiness becomes more concrete, some of the reflexive cynicism in the market around stickiness will pivot to justified optimism and I think that’s obviously going to unfold, based on how the data continues to unfold. In terms of, you know things, regulatory changes, tax changes, stimulus changes, things like that, SNAP, we do our best to try to prognosticate exactly how that’s going to land and factoring it into our – into our forecasting processes and you should assume that we do that, we’ve got – I think you guys know, we’ve got a really impressive demand science team and they look at macro factors like that that could have an impact and we leverage them to get to the best forecast we can get to.
Robert Moskow:
Okay. And then one quick follow-up. Are you expecting to increase A&P double-digit again in fourth quarter?
David Marberger:
Yes. As part of the guidance, I did – that was in my prepared remarks. That’s correct.
Robert Moskow:
Okay. Great. All right. Thanks.
Operator:
And ladies and gentlemen, this concludes the question-and-answer session. I’d like to turn the conference back over to the management team for any final remarks.
Brian Kearney:
Great. Thank you. So as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. The IR team is available for any follow-up discussions that anyone may have. Thank you for your interest in Conagra Brands.
Operator:
Thank you, sir. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines and have a wonderful day.
Operator:
Good day, and welcome to the Conagra Brands Second Quarter Fiscal Year 2021 Earnings Conference Call. All participants will be in listen-only mode. After today’s presentation, there will be an opportunity to ask questions. [Operator instructions] Please note this event is being recorded. I'd now like to turn the conference over to Brian Kearney from Investor Relations. Please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I'll remind you that we will be making some forward-looking statements today. While we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of the risk factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales, refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in either the earnings press release or the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. With that, I'll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone. Happy New Year, and thank you for joining our second quarter fiscal 2021 earnings call. Today, Dave and I will discuss our strong second quarter results as well as our perspective on how Conagra is positioned to continue to succeed in both the current environment and beyond. So let's get started. I'm very pleased with our strong results for the second quarter. Our business continued to perform well both in the absolute and relative to peers. Our success to date in fiscal 2021 is not only a testament to our team's ability to adapt to the current environment, but a reflection of the work we've done to transform our business over the past five-plus years. Our ongoing execution of the Conagra Way playbook perpetually reshaping our portfolio and capabilities for better growth and better margins has enabled us to rise to the occasion during the COVID-19 pandemic, and that has positioned the business to excel in the future. During the second quarter, we continue to build on our momentum and our Q2 results exceeded our expectations across the board. We had strong, broad-based sales growth. Our margin expansion is ahead of schedule, and I'm proud to announce that we reached our deleveraging target earlier than originally planned. In keeping with our Conagra Way playbook, we continue to optimize the business for long-term value creation during the quarter. We made targeted investments in both production capacity and marketing support to drive the physical and mental availability of our products. We also remained committed to sculpting our portfolio through smart divestments with the agreement shortly after the second quarter closed to sell Peter Pan peanut butter. Peter Pan is a very good business, but it's not an investment priority for Conagra given our other portfolio priorities. Finally, we are reaffirming our fiscal 2022 guidance for all metrics. And none of this would be possible without our exceptional team, particularly our frontline workers. So before we dive into the details of the quarter, I want to recognize everyone responsible for the continued extraordinary work of our supply chain. I'm extremely proud of the thousands of hardworking Conagra team members whose dedication has enabled our industry-leading performance. We remain focused on keeping employees safe, while meeting the needs of our communities, customers and consumers. And I'd like to thank everyone at Conagra for making this possible. With that, let's get into the business update. As the table on Slide 7 shows our second quarter results exceeded our expectations across the board. We delivered organic net sales growth of 8.1%, adjusted operating margin of 19.6% and adjusted EPS of $0.81. These results enabled us to reach our fiscal 2021 net leverage ratio target of 3.6x ahead of schedule. During the second quarter, we continue to drive significant growth across our retail business. Total Conagra retail sales grew 10.4% year-over-year, with strong growth across each of our snacks, frozen and staples portfolios. Our results were driven by continued success and expanding our presence with consumers gaining share. Total Conagra household penetration grew 14 basis points versus a year ago and our category share increased 26 basis points. Critical to our ability to sustain our growing relevancy with consumers is the physical availability of our products, whether through brick and mortar or online. And Slide 9 demonstrates how our ongoing investments in e-commerce have continued to yield results. In the chart on the left, you can see the step change in e-commerce growth for total edible that has occurred since the onset of the pandemic. But what's really impressive about this chart is the sustainability of our e- commerce performance. We've retained a massive portion of the e-commerce sales we gained at the onset of the pandemic, and our results have outpaced total edible e-commerce growth each quarter. As a result of our sustained success, e-commerce continued its recent trend of steadily increasing as a percentage of our total retail sales as you can see on the right. While e-commerce growth both on an absolute basis and as a percent of overall sales is not a new dynamic for Conagra; this growth has accelerated during COVID-19. In addition to our continued progress in e-commerce, our new innovation generated strong performance during the second quarter. When we began this journey over five years ago, we recognized that we had a lot of latent potential in the portfolio; it just had to be modernized. So we set out to aggressively do just that. And you'll recall that we established a goal of having 15% of our annual retail sales come from products launched within the preceding three years. As you can see on Slide 10, our innovation performance has continued to exceed our 15% goal. What's equally important is the consistency of our innovation performance. Investments we've made over the last five years in our innovation capabilities enabled us to continue launching new products since the pandemic began. Customers trust our innovation track record and rely on our new products to drive consumer trials and overall category growth. Slide 11 drills down on the strength of our recent innovation performance. Compared to last year's first-half launches, the products we introduced in the first-half of this year have achieved 37% more sales per UPC and 28% more distribution points per UPC during the comparable time period. Product performance highlights include Marie Callender's boasts the number one branded new item in frozen indulgent single serve meals. Duncan Hines has delivered the top three highest velocity new items in this – in single serve baking and our modernized Hungry-Man brand is outpacing category growth by more than two times. After a strong first-half of fiscal 2021, we will introduce even more new products that will build distribution in the second-half. Expect to hear more about our upcoming product launches at CAGNY next month. Turning now Slide 12, total Conagra frozen retail sales grew an impressive 8.3% versus a year ago. Thanks to strong growth in each of our four main frozen categories. Importantly, our terrific frozen vegetables business returned to strong growth in the quarter, as we brought on our additional capacity investments online. Slide 13 digs a bit deeper into our largest frozen brand, Birds Eye. Birds Eye is a cornerstone of the important frozen vegetable segment with a number one position in the category more than twice the category share of the closest branded competitor. Recall that Birds Eye previously faced some supply constraints as we work to bring new capacity online. And last quarter, I noticed that shipments for the brand were a bit ahead of consumption as retailers started rebuilding their inventories. You can see in the charts on Slide 13, Birds Eye returned to form in Q2 as expected. In addition to strong retail sales growth of 7.2% in quarter, Birds Eye gained an impressive 261 basis points of share from Q1 to Q2. Continuing to Slide 14, you can see how Birds Eye has attracted and retained more new buyers than our competition since the pandemic began. Frozen vegetables category remains highly relevant to consumers. And we believe the steps we've taken over the past several quarters to modernize the Birds Eye brand and expand capacity have positioned us well to build on our category leadership. Turning now to another area of strength, our leading portfolio of frozen single serve meals had another terrific quarter. As you can see on Slide 15, Conagra has outperformed peers, driven category growth and attracted new buyers since the start of the pandemic. As the chart on this slide shows, we have three of the top brands in this category from both a trial and repeat perspective. Our snacks business also continued to see strong growth in the quarter. As you can see on Slide 16, we delivered double-digit retail sales growth on a year-over-year and two-year basis in snacking, led by impressive results across popcorn, sweet treats, and meat snacks. We're not just growing; we're winning versus the competition. Slide 17 shows how we grew share year-over-year in popcorn, meat snacks, hot cocoa, and ready-to-eat pudding and gelatin in the quarter. Our staples portfolio also delivered solid results in Q2. Historically, this portfolio has served as a primarily as a source of cash for us, but it hasn't been looked at as a growth engine, but slide 18 shows how staples remained highly relevant to consumers in the quarter as people continue to rediscover cooking, and the utility, relevance and value of products in our portfolio. Our basket of the total staples category grew retail sales by 12.7% in the second quarter. People are returning to their kitchens during the pandemic. And new, younger consumers are discovering the joy of cooking. Many of the brands on this slide including Pam, RO*TEL, and Hunt's are cooking utilities and ingredients. As we've discussed before, the current environment has resulted in consumers trying or reengaging with our products and coming back again and again. And that takes us to what we see going forward and how our business is uniquely set up to win. Our execution of the Conagra way playbook over the last five plus years enabled us to deliver strong performance prior to the onset of COVID. And we firmly believe that our reshaped portfolio modernized products and enhanced cable abilities have been foundational to our ability to excel during these highly dynamic times. We all know that the COVID pandemic has driven an increase in at home eating overall. But for Conagra, it has also meant an acceleration of the consumer trial, adoption and repeat purchase rates of our products. Our results have been strong on both an absolute and relative basis. These dynamics have driven meaningful levels of incremental cash flow for our business. They've also enhanced the ROI of our previous disciplined investments in portfolio, capabilities, and the physical and mental availability of our products. Importantly, the Conagra ways perpetual while we've adapted to the current environment, and delivers superior results; we also continue to look to the future and make smart investments to further strengthen our business. Our investments include continuing to modernize our products and packaging, increasing production capacity, when category dynamics warrant, supporting on shelf availability, and increased e-commerce share and raising consumer awareness. We clear, these investments are not a reaction to the near-term environment, but decisions rooted in our longer-term outlook for the business and our disciplined execution of the Conagra way. We believe that Conagra is in a strong position to continue to win, now and for years to come. We expect that our investments, coupled with consumer adoption and the proven stickiness of our products will result in Conagra continuing to deliver long-term profitable. In summary, we continue to see solid execution across our portfolio aligned with the Conagra way of playbook in Q2, which enabled us to deliver results that exceeded our expectations. Our business remains strong in the absolute and relative to competition. And we expect Conagra to be and even better positioned post COVID as a result of our ongoing disciplined approach to investment and innovation. And with that, I'll turn it over to Dave.
Dave Marberger:
Thank you, Sean. Good morning, everyone. Today, I'll walk through the details of our second quarter fiscal 2021 performance and our Q3 outlook before we move to the Q&A portion of the call. I'll start by calling out a few performance highlights from the quarter, which are captured on slide 22. As Sean mentioned, outstanding execution by our teams across the company enabled us to exceed expectations for net sales, margin, profitability, and deleveraging during the second quarter, while we continued to invest in the business. Reported and organic net sales for the quarter were up 6.2% and 8.1%, respectively, versus the same period a year ago. We continued our strong margin performance from Q1 as Q2 adjusted gross margin increased 139 basis points to 29.9%. Adjusted operating margin increased 250 basis points to 19.6%. Adjusted EBITDA increased 16.7% to $712 million in the quarter. And our adjusted diluted EPS grew 28.6% to $0.81 for the second quarter. Slide 23 breaks out the drivers of our 6.2% second quarter net sales growth. As you can see, the 8.1% increase in organic net sales was primarily driven by a 6.6% increase in volume related to the growth of at home food consumption. The favorable impact of price mix, which was evenly driven by favorable sales mix and less trade merchandising also contributed to our growth. The strong organic net sales growth was partially offset by the impacts of foreign exchange, and a 1.7% net decrease associated with divestitures. The Peter Pan peanut butter business is still part of Conagra brands and thus included in our organic results. We expect the sale of Peter Pan to be completed in Q3, at which point it will be removed from organic net sales growth. I will discuss the estimated impact of this divestiture shortly. Slide 24 summarizes our net sales by segments for the second quarter. On both a reported and organic basis, we saw continued significant growth in each of our three retail segments; grocery and snacks, refrigerated and frozen and international. The net sales increase was primarily driven by the increase of at home food consumption as a result of COVID-19 which benefited our retail segments but negatively impacted our food service segment. The grocery and snack segment experienced strong organic net sales growth of 15.3% in the quarter. The segment's organic net sales growth outpaced its growth and consumption, as retailers continue to rebuild inventories. Our refrigerated and frozen segment delivered organic net sales growth of 7.8%. This growth is a testament to our continued modernization and innovation efforts, and illustrates the increasingly important role refrigerated and frozen products play in meeting the evolving needs of today's consumers. Turning to the International segment, quarterly organic net sales increased 9.1%. This segment experienced particularly strong growth in both Canada and Mexico. This quarter, our food service segment reported a 21.4% organic net sales declined, primarily driven by a volume decrease of 25.3% due to less restaurant traffic as a result of COVID-19. Slide 25, outlined the adjusted operating margin bridge for the quarter versus the prior year period. As you can see in the second quarter, our adjusted operating margin increased 250 basis points to 19.6%. Strong supply chain realized productivity, favorable price mix, cost synergies associated with Pinnacle Foods acquisition and fixed costs leverage combined to drive 440 basis points and adjusted operating margin improvement; more than offsetting the impact of cost of goods sold inflation and COVID related costs in the quarter. Collectively, these drivers resulted in a 139 basis point increase in our adjusted gross margin versus the same period a year ago. A&P increased 4.7% on a dollar basis, primarily due to increases in e-commerce marketing. A&P was flat on a percentage of sales basis this quarter versus Q2 a year ago. Finally, our adjusted SG&A rate was favorable by 110 basis points, primarily as a result of fixed costs leverage on higher net sales, the Pinnacle cost synergies and temporarily reduced spending as employees work from home and significantly reduce their travel. I want to give you some additional perspective on our margin expansion. As I just mentioned, operating margin expanded 250 basis points for the quarter well ahead of our expectations. Of this 250 basis point expansion and operating margin this quarter, approximately 60 basis points reflects our ongoing progress towards achieving our fiscal 2022 margin target of 18% to 19%. We also saw an approximate 180 basis point margin benefit from price mix in the quarter, primarily driven by mix and to a lesser extent, favorable pricing and lower trade merchandising. We expect to retain some of this benefit going forward. But exactly how much remains uncertain at this point. An additional 10 basis points of net margin expansion came from favorable fixed costs leverage across the entire P&L and COVID related SG&A benefits mostly offset by COVID related costs of goods sold. We do not expect this net benefit to repeat next year. Slide 26 summarizes our adjusted operating profit and margin by segment for the second quarter. Our three retail segments saw operating profits increased by double digit percentages versus the same period a year ago. Each retail segment benefited from higher organic net sales and strong supply chain realized productivity. In the Food Service segment, however, operating profit decreased due to the COVID related impacts of lower organic net sales and higher input costs that more than offset the impacts of favorable supply chain realize productivity and cost synergies. Overall, we're pleased with the continuation of the strong Q1 margin results into the second quarter, which are anchored by core productivity and benefits from the Pinnacle acquisition we expected to see. Turning to slide 27; we've outlined the drivers of our second quarter adjusted diluted EPS growth versus the same period a year ago. EPS increased 28.6% to $0.81. The growth in the quarter was primarily driven by the increase in adjusted operating profit associated with the net sales increase and margin expansion and also benefited from a decrease in net interest expense as we've continued to reduce debt as prioritized. Slide 28 highlights are significant progress on the overall synergy capture since the close of the Pinnacle Foods acquisition during the second quarter of fiscal 2019; we captured an incremental $27 million in savings during the most recent quarter, bringing total cumulative synergies to $246 million. As a reminder, the majority of total synergies to date have been in SG&A. Cost of goods sold synergies have started to be a bigger portion of our synergy cash for the last two quarters, and we expect them to make up a majority of our synergies going forward. We remain pleased with the team's progress in capturing synergies and remain on track to achieve our fiscal 2022 synergy targets. Slide 29 shows the strong progress we've made to date to achieve our deleveraging targets. Since the close of Pinnacle acquisition in the second quarter fiscal 2019 through the end of the second quarter of fiscal 2021; we have reduced total gross debt by $2.3 billion, resulting in net debt of $9.2 billion. We are pleased to report that at the end of the second quarter, we achieved our net leverage ratio target for 3.6x down from 5x at the closing of the Pinnacle acquisition and 3.7x at the end of the first quarter of fiscal 2021. Strong, consistent improvements in debt reduction, coupled with robust earnings enabled us to achieve this net leverage ratio target ahead of schedule. Looking ahead, we will continue to be focused on executing a balanced capital allocation policy. We remained committed to solid investment grade credit ratings as we continue to be opportunistic, using our balance sheets to drive shareholder value, such as our increased investment in CapEx and the recent 29% dividend increase. Slide 30 summarizes our outlook. As Sean and I have both said throughout this presentation, we believe in the strength of Conagra future. While we're confident in the quarters ahead and that Conagra will continue to excel beyond the COVID-19 environment; the sustained impact of COVID-19 remains dynamic and continues to make near-term forecasting with specificity a challenge. We expect a continuation of elevated retail demand and reduced food service demand compared to historic pre-COVID 19 demand levels. We are currently seeing both of these trends continue in the third quarter today. For the third quarter, we expect organic net sales growth to be in the range of plus 6% to 8%. We expect Q3 operating margin to be in the range of 16% to 16.5%, implying a year-over-year increase of 30 to 80 basis points. This estimate includes an expected acceleration of our A&P investment and e-commerce marketing that we started in Q2, reducing the estimated year-over-year Q3 operating margin expansion. As a reminder, Q3 operating margins are historically lower than Q2 operating margins, given the leverage impact on the seasonality of sales. Given these sales and margin factors along with expected improvement and below the line items, we expect to deliver third quarter adjusted EPS in the range of $0.56 to $0.60. Our third quarter guidance also continues to assume that the end-to-end supply chain operates effectively during this period of heightened demand. As outlined in our earnings release, our third quarter guidance does not yet include any impact from the pending sale of the Peter Pan business. We are selling the business for approximately $102 million. And the expected annualized impacts of the divestiture are a reduction of approximately $110 million of net sales and three sets of adjusted EPS. Lastly, we are reaffirming all metrics of our fiscal 2022 guidance, which also excludes the impact of the pending sale of Peter Pan. We look forward to presenting again next month at CAGNY where we will provide another update on our progress and executing the Conagra way. We hope you'll join us. Thanks for listening everyone. That concludes my remarks this morning. I'll now pass it to the operator to open it up for questions.
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions] The first question today comes from Andrew Lazar of Barclays. Please go ahead.
AndrewLazar:
Good morning, everybody, and Happy New Year.
Sean Connolly:
Happy New Year, Andrew.
Dave Marberger:
Good morning.
Andrew Lazar:
Great. Thank you. I guess, today, Conagra reaffirmed the fiscal 2022 financial goals and those have obviously been a key milestone for the company ever since the Pinnacle deal. And with fiscal 2022 really at this point rapidly approaching as well as all the uncertainty around operating in the current environment. I guess, Sean, can you - I mean, what can you offer to sort of assure investors that Conagra can not only reach its fiscal 2022 targets, but I guess more importantly, do it in a way that enables the company to deliver sustainable growth thereafter. As that's a question that I know I've been getting quite a bit these days. And as part of that I saw A&P was up in the quarter. And you mentioned that we should expect that to continue into the fiscal third quarter. Is that a pattern of -- is that pattern of summary investment one that we should expect more of moving forward? So those are kind of combined? And then I just got a follow-up for Dave.
SeanConnolly:
Okay. Well, there's a lot in that one. So good questions. Let me try to unpack each piece of that. Yes, of course, we can provide that assurance. We believe that what we are experiencing right now is the acceleration of product trial that in normal times would take years and hundreds of millions of dollars. Now as for what's going to sustain it through 022 and beyond, in a nutshell, it is our people and our playbook. Now, I spoke about our people in my prepared remarks. But let me remind investors about our playbook, particularly with respect to brand building. We have spent years curating and optimizing our approach to brand building, and we believe that is one of the most progressive and effective approaches in our space. The goal, obviously, brand building is to create a powerful connection between our consumers and our brands. And in the simplest sense in our eyes to do that, you have to meet people where they are with modernized products and packages, and then you communicate information that is relevant and meaningful to them and this is really the heart of our approach. So first, we meet people where they are. And you can ask yourself, well, where are they these days? Well, these days, it's often, a, on their devices seeking entertainment or information, or b, shopping in bricks-and-mortar or online. But it's also important to understand where they're not. And increasingly, we're seeing that they're not tethered to a television, that is broadcasting mass market advertising. When I was five years old, that was the place you would find a consumer, and you could communicate the information you had to share. But obviously, if that were our approach today and it were so monolithic, we wouldn't be finding a lot of consumers, especially not a lot of young consumers, who we are very, very focused on because there are a significant sustainable demographic tailwinds there that I've spoken about before. So instead, we reach our consumers in a diversity of locales from online to in store to on TV to on radio and more. And then with respect to communicating the information that's relevant and meaningful to them; it starts as you’ve all heard me talk many times with a very modernized product and package design, and then a succinct provocative message around the appealing product benefit. That's our playbook. It works and it will continue to work. And it's why our growth rates, our innovation performance, our trial, our repeat, our depth of repeat metrics are often outpacing our competitors. So, in the simplest sense, what we are asserting here is that modern high-quality products with great online and in store presence, supported by provocative and targeted messaging, will beat outdated lower-quality products with weak online or in store presence, but lots of broadcast media every single time. And then lastly, last part of your question, our total brand investment already is, it has been at a strong level and it remains strong. But yes, it is variable. And in any given quarter, we can flex it based on the circumstance of the quarter. So recall when supply was constrained, we dialed back. When supply is ample and we see good ROI opportunities, we can flex it up. And by the way, we can flex it above or below the line, as you've seen. But overall, I would say the level is in a good place. And I think the strong results that you're seeing not just in the absolute, but relative to competition shows that.
AndrewLazar:
Great. Thank you for that. And then, Dave, just quick follow-up. Can you walk us through, again, how the operating margin goes from where it landed in fiscal Q2 to your forecast for Q3? As you mentioned, it represents a pretty substantial sequential step down and is that purely just the marketing aspect or are there other factors we need to take into account there and maybe it's commodity or commodities which have spiked a bit and things of that nature?
DaveMarberger:
Yes, Andrew, let me try to break that down. First, as I mentioned in my remarks, the normal cadence of operating margin from the second quarter to the third quarter always shows a step down as we exit the holiday season and lose some of the operating leverage from the lower overall sales dollars. Second, when you look at Q3 operating margin a year ago, there were some benefits from reduced incentive comp accrual and SG&A a year ago in Q3. Third, inflation for the third quarter is now estimated to be around 3.5%, whereas in Q2, it was around 2.8%, 2.9%. And then lastly, as we just discussed, we are accelerating our A&P investment in the third quarter to support increased e-commerce marketing that we started in Q2. So we expect double-digit increase in A&P in the third quarter versus a year ago. So they're really the factors. And with that, that we still, with our guidance, we're implying a 30 to 80 basis point improvement in operating margin in the third quarter.
Andrew Lazar:
Great. Thanks very much, everybody.
A - Dave Marberger:
Thank you.
Operator:
Next question comes from Ken Goldman of JPMorgan. Please go ahead.
Sean Connolly:
Hello?
Operator:
Apologies. It looks like David Palmer is the next question. Please go ahead.
DavidPalmer:
Thanks. A bit of a follow-up to Andrew's question. You mentioned in slides that Conagra is investing behind and executing the Conagra Way and you mentioned five years. So I'm wondering if you could maybe give us that five-year snapshot about where Conagra has shifted its investment in ways that is less obvious, because I think everybody sees advertising spending since it is broken out. Perhaps give us a feeling about what has worked best and what you think you might want to be adjusting going forward? And I have a quick follow-up.
SeanConnolly:
Yes, sure. Hi, David, Happy New Year. If you go back five years, the company five, five-and-a-half years ago didn't look anything like it looks today, right? We were a global conglomerate. We were struggling in the world of private label. We were trying to be a lot of things to a lot of people. Today, we are a focused pure play, largely North American company and we play in three spaces, Frozen; we play in snacks, and it's a very unique snack business with a lot of neglected coats, as we call it; and we play in staples, and that's pretty much the portfolio. And over the last five years, the heavy lift was in the early days where we had to tackle value over volume. And that was painful, but necessary to go through to purge out low-quality volume and establish a new foundation. But it put us in a position to then layer on outstanding innovation on a much stronger base. And we started, as you know, with frozen. And we have what we believe is the leading frozen portfolio in North America that has been growing incredibly robustly. It is a centerpiece of our investment and our innovation effort and that will continue, because we are in the early innings of frozen success. And as I pointed out in CAGNY last year, when you look at the demographic tailwinds we have from millennials, as they form households and they - we know they're already big users of frozen. But then when they form households, have their first child and then additional children; the per capita consumption of those households goes up and up and up again. So that's frozen. Our snacks business; we really rebased that a couple of years ago, and we said we're going to stand up a snack company, we run it like a snack company. And the performance there has just been outstanding. It's been both organic, and it's been through M&A. And we think that playbook will continue. It's a high growth, high margin business. And we've got extremely strong relative market shares in that space. So that will also continue and that remains the other probably our second priority in terms of investment. And again, these investments come below the line and above the line. It's all about the combination of physical and available mental, mental availability and meeting people where they are as I just pointed out, but the third piece is one of the more interesting pieces during and post pandemic which is our staples portfolio. That's a third of our retail business in staples, which historically was a cash manage for cash type of business. But these products here are not. There are a lot of products that are not fundamentally different from what you might see some of our peer companies like a McCormick where spices or utilities in the cooking process no differently than a can of RO*TEL or ham cooking spray is a utility in the cooking process. And to some degree those products go as cooking goes and what's happening right now is cooking is in a very, very good place, not just because of the older generations who always been more established in terms of cooking behavior, but the fact that these younger households have learned to kind of be comfortable in their own homes, have explored their corner and built their culinary skills out and are absolutely enamored with recipes and cooking right now. So a lot of our staple products; be in products like Hunt's tomato, RO*TEL, our salsa business, our dressing businesses, these are businesses that are playing a meaningful role during the pandemic. And we believe because of some of these demographic tailwinds will continue at an elevated level post pandemic. So very strong up forward looking performance in frozen, and snacks. And more optimism in terms of the growth potential out of staples than probably pre pandemic is how I would put it. Dave, do you want to add anything to that?
DaveMarberger:
Yes, the only thing I would say that really sits on top of all that is the investments we've made in supporting e-commerce capability, right? If you look at investments in the supply chain, kind of our view, our approach to modern marketing, retail investments, analytics, all of that capability we invest in early on, which we're now seeing the benefits of that is with COVID, and the acceleration of e-commerce. So I would add that really applies to everything, both legacy and innovation, volume.
SeanConnolly:
Your question, David and Andrew's question for obviously a lot of this. And obviously, the key question on investors' minds right now, it has a lot to do with this stickiness thing. One of the things I shared last quarter that I might point into our investors' attention back to was a slide that showed that after the previous recession in 2008, we saw a permanently elevated level of at home eating occasions. And what was more interesting about the first six months of this pandemic is the level of elevation we saw this year, or this past year, it was twice what we saw in 2008. And that was just a -- this is in a very short period of time. So there is previous evidence of stickiness, post the adversity and I think this time we see not just this similar level of stickiness occurring, but a higher level.
Operator:
The next question is from Ken Goldman of JP Morgan.
KenGoldman:
Hi, can you hear me this time? Hey, guys, thanks so much for your patience. Sorry about that. Two questions for me. Number one, wanted to ask about the organic top line guidance for the third quarter? You'll be lapping the air pocket that you talked about last year, you have a much easier comparison in the third quarter versus the second quarter, which are guiding to a deceleration in organic sales growth from 8.1% to that range of 6.8%. Again, I'm just -- I guess I'm just curious can you walk us through some of the factors that are maybe leading to that slowdown? And again, it's a pretty steep slope in a two year basis. So just curious what some of those headwinds might be?
Dave Marberger:
Yes, Ken, this is Dave. So overall, when we look at Q3, we look at it very similar to Q2. So we expect shipments to be roughly in line with consumption. There's some clip that takes there, the third quarter can be a time where you see some retailers reduce inventory levels historically. But we have such strong demand right now that, we are seeing orders that are strong because we're replenishing to be able to have the right stocks to support the demand. So there's a lot of dynamics going on in this third quarter that we haven't seen in prior third quarter. So our planning posture is we feel good about our consumption call, it will be very similar to what we saw in Q2. And we believe that shipments are going to roughly be in line with that. There's going to be some puts and takes between, the different segments, but that's our planning part to right now, just given all the dynamics that are going on in Q3. Sean, anything you want to add that?
Sean Connolly:
No. I think that summarizes.
Ken Goldman:
Okay, thank you for that. And then I want to ask a quick follow up, Sean, you have been more, one of the more confident CEOs in our space, when it comes to that stickiness of demand after the crisis is over. I think you gave some very compelling reasons today, why that stickiness will be there. But if that's sustainable growth is already here. Can you talk about and I guess this is for Dave, too. How should you think or how should we think about your desire to kind of grow CapEx over the next couple of years to support that heightened demand? You talked about free cash flow, that wasn't changed. I'm just wondering if there's a chance that as you see demand, perhaps being sticky that your plants will need a little more expansion to kind of support what's out there in the consumer world.
Sean Connolly:
Yes, well, we're already doing that, Ken. And if I could use Slim Jim as an example, yes. And first of all, let me just say, you're 100%, right. When we think about ROIC, when we deploy our capital against organic growth opportunities, we see oftentimes some of the very best returns. And we have done that. So on Slim Jim, as an example, we've dramatically increased the size of the plant, a year or so ago, and that business has performed so well. And utilizing that capacity, we're on the precipice of doing that again. And so those types of capital investments are clearly on our radar and are our priorities for us. But we have other capital allocation options as well. And that is all part of our balanced approach to capital allocation. Dave, you want to pick up on that a little bit?
Dave Marberger:
Yes, just to give you some examples, so if you look at the first half, our CapEx spending is up over 50%. Right? So we're investing in CapEx now, some of the big drivers there, there's a lot of things, we have two big network optimization projects, one in grocery; one in a refrigerated frozen, that drives strong ROI and continues to help drive our margins. And then we have a big investment in Birds Eye to build capacity for the long term. So As Sean said we'd look at a capital allocation on a balance basis. But we feel really good about the investment opportunities we have in CapEx. And so it's a good situation, because we have a lot of good things to invest in.
Ken Goldman:
Just to be 100% clear, the free cash flow guidance that you have out there, that includes what you think will be necessary for CapEx to support the increased demand that's out there.
Dave Marberger:
That's correct. Yes. And you'll see in our Q that we file our estimate for the year for CapEx and that reflects that.
Operator:
The next question today comes from Chris Growe of Stifel.
Chris Growe:
Hi, good morning. I just had a question for you. And when I look at the divisions, and this is in relation to my expectations, you had really strong leverage in the refrigerated and frozen division, and then less leveraged and says that way in the snacks and grocery division. And that was a little different than what I expected for the quarter. I just want to understand maybe the nuances between those two divisions, and I guess the degree to which you're using third parties, for example, for manufacturing, that could be limiting the margin expansion say the grocery and snacks division, as an example.
Dave Marberger:
Yes, Chris, so when you look at this quarter, grocery and snacks was really hit harder in two areas relative to refrigerated and frozen. One, more of the COVID related costs hit grocery and snacks. So our COVID costs include additional transportation costs, all that kind of PPE stuff, commands that we use, so more of that hit grocery and snacks in the quarter. And then secondly, inflation, more of our overall inflation for the quarter hits the grocery and snacks business relative to refrigerated and frozen. So there are really two of the drivers when you look at the two segments side by side.
Chris Growe:
Okay, thank you. And then just a bit of a follow on in terms of your input costs, you also call our transportation costs as incremental costs for them. And you mentioned before, Dave, that input costs are up in sound like that upper 2s maybe 3% type range, they're going to be higher in Q3. When you give that figure is that incorporating COVID related costs as well? Is that the kind of the total cost basket? And if so, I'm just curious if that's the right number kind of 3.5% all in for the third quarter.
Dave Marberger:
You'll see on our bridge, the COVID related costs are separate than inflation. So we'll look at, our commodities and packaging, inflation transportation that's separate than COVID. The COVID things are just specific costs relate that we're incurring because of the COVID environment. So yes, that for this quarter, inflation was 2.9%. That translates to the 200 basis point headwind in operating margin you see on the bridge, but then you'll see another bridge item which is 100 basis point headwinds that's COVID related costs, so we break those out separately. So yes, I said for Q3, we expect that inflation number to be more around 3.5% versus the 2.9% that we saw in Q2.
Chris Growe:
Okay, so therefore, a little heavier hit the gross margin in the third quarter. I see that in the bridge. So thank you.
Sean Connolly:
Yes, that's included. That's part of our Q3 operating margin guide.
Operator:
The next question is from Bryan Spillane of Bank of America.
Bryan Spillane:
Hey, good morning and Happy New Year, guys. So the question is just around inflation, we've seen some increases in the last month or two in some of the agricultural commodities, and certainly freight, energy, just the overall even economists, macro views seem to be pointing towards more inflation. So I guess two questions related to that; one, how are we hedged? Or how should we be thinking about inflation and managing it as we move into fiscal 2022? And maybe what's contemplated in the 2022 targets that you reaffirm this morning? And then, Sean, I guess, second to that is just given how the retail environment changed a bit, is there anything different in terms of the way that you might approach inflation and pricing with retailers today than maybe would have been the case pre-COVID?
Dave Marberger:
Yes. So why don't I? Why not I start with that, so yes, we are seeing inflation, from a procurement perspective, our procurement department is very experienced, and we're looking at every area, from every commodity, and we're taking positions where we feel like there are opportunities to do that. So that's really part of our ongoing kind of process. So, at this point, obviously, we're looking at fiscal 2021. But we'll even have positions that go into fiscal 2022. So that's all part of our internal process that we always have. The key part of this and then I'll pass it to Sean is, and we've talked about this at Investor Day, that we manage margins to offset inflation in a lot of different areas. And so, we look at, obviously, we have our productivity programs and supply chain, we have our margin and accretive innovation, our pricing, trade optimization, our mix, and then the way we can sculpt margin through M&A. And so we're obviously looking at all those levers, and then more recently, obviously, with Pinnacle in the synergies that we're getting out of that. That's helping drive margin plus the fixed overhead absorption we're getting from the higher volumes from COVID. So that all comes into play as we think about margin from a macro level. Sean, anything to --
Sean Connolly:
Yes, no, I think just reemphasizing integrated margin management is a capability we put in place a number of years ago, it is multi faceted, it is how we offset inflation, the only thing that I would point out that potentially different Bryan, or emphasis is different. Post COVID is brand mix, specifically, the staples business, which is stronger today. And these cooking utilities that we expected may remain a bit stronger because of these millennials cooking at home, those tend to be extremely relatively strong margins for us. So that is, that's good brands mix for us. And that's just, that's fortunate that piece of the portfolio, and these younger consumers engaging in cooking habits, and really liking our number one brands in that space, that's a positive overall in terms of integrated margin management.
Bryan Spillane:
And, Sean, can you remind us just in a period where there's just more general inflation across all parts of the economy, so it's not just agricultural, but if we're going to go into a position a situation where, with all the government spending, there's just going to be just more general inflation, which we haven't experienced in a really long time. Typically, that's an environment that makes it a lot easier for the industry to cover inflation. Is that right?
Sean Connolly:
Well, within the six traditional levers that we lean on to kind of offset any kind of margin compression, the one that you really poking at there are pricing, and the way the language we use internally is inflation justified pricing. Our view is always that if inflation justifies it, we will seek to take prices. And that's kind of always been our approach. It's never a joyous walk in the park, as you all know, but it is something that principally we as manufacturers have to do because we need to continue to make these investments in our innovation, so that we can keep these categories growing and keep the retailers happy, and it's difficult to do that if inflation comes in, you cannot take inflation justify prices.
Operator:
The next question comes from Jason English with Goldman Sachs.
Jason English:
Hey, good morning, folks. Happy New Year and congrats on a strong quarter. I wanted to -- I want to come back first to Bryan's question. As part of his question he asked you what was embedded, what inflation assumptions embedding your fiscal 2022 guidance. I didn't hear the answer to that. Can you provide us that answer?
Dave Marberger:
Yes, we're not giving specifics on fiscal 2022 as it relates to inflation right now, Jason, but we reaffirm fiscal 2022. So you can assume that we're looking at different ranges of outcomes for inflation, but we're not disclosing it at this point.
Jason English:
Okay, understood. And Dave, you mentioned one lever is to sculpt margin through M&A. Can you go a little bit deeper on what you mean by that? And also talk about your M&A appetite now that you have effectively hit your leverage target much faster than expected. Does that open up more apertures? Is there appetite there back in the market pursuing acquisitions?
Sean Connolly:
Yes, Jason, it's Sean. Let me just take it from the top in terms of kind of our philosophy on M&A. Obviously, we've been very active in the last five years with inbound stuff and outbound stuff. And when we do that both ways it is, we do consider not, we consider it as we're reshaping the portfolio for better growth and better margins. And so items that come in, brands that come in, not only need to be strategic, but ideally will help us in terms of our forward looking growth rates and margins. Similarly, items that we divest; sometimes can be things that have been a chronic drag on growth rates or margin. So by effectively managing kind of both the inbound and the outbound, remain close, so to speak, the remaining company going forward should look better. That's the ideal situation in terms of growth prospects and margin. And we've got, obviously, we've been active doing that, we'll continue to be active, we just announced the divestiture of Peter Pan, we've got this capital loss carry forward that we're well aware of, we talked about every day. And our principle there is pretty simple, which is if something, is not a fit for us, and somebody else wants to make an offer for an asset that is above what we see as intrinsic value, then, we're all we're all ears on that kind of thing. Similarly, on inbound stuff, we're just now getting to the point where, we're feeling our focus has been about delevering. Let's not, let's be very clear on that. It's been ever since the Pinnacle acquisition, we've been 100% focused on delevering, we're now headed that cadence. So we can start to see our way toward other uses of capital going forward, they can be shared buybacks, they can be bolt-on acquisitions. They just have to make sense. Or could be investing in a business as Ken pointed out in our own CapEx. So that's all that's fair game. Dave, do you want to add anything to that?
Dave Marberger:
No, you got it.
Operator:
Our next question comes from Rob Dickerson of Jefferies.
Rob Dickerson:
Great, thanks so much. So I just want to focus a little bit on the fiscal 2022 targets, obviously, as you said, we should see the margin targets coming in ahead of plan, leverage targets is coming in ahead of plan. But then we're also all kind of talking about the inflationary effects, potentially this year, and then sound like you think you can hold on some of the pricing benefits you've already received. But then we have to combine that with some or let's say less, fixed costs leverage, as we think about next year. So it seems like kind of what's implied in all of it is, our targets are changing, but the targets that we have are still slightly below where we've come in the first half of this year. So it sounds like just kind of where you sit now, your visibility, all things considered, you just pointed to this day of in terms of your kind of your sensitivity analysis, right? As you look forward next year, all things net it out, you say, yes, we might have to give some of this back; you might have to give some of that back. But kind of net-net relative to where we were last year, we feel just as good or maybe stronger, about hitting those margin targets, while at the same time we continue to see kind of sales revised upwards, so kind of net-net, what I'm asking is, like, why wouldn't not just the margin piece, and why wouldn't kind of the operating, profit dollars in fiscal 2022 to be higher than you even thought they would have been a year and a half ago. Lot in there, but ---
Sean Connolly:
Yes, so let me take a shot at that. Rob. So, obviously, starting at the top of this point to how we come out, post COVID and what the stickiness is obviously impacts the top line and that drives the sales dollars and then the gross profit, operating profit dollars, right. So but if you kind of step back and you look at this core and let me just take this Q2 and dissect it a little bit differently. So you can get an understanding of kind of what's happening in margin. If you look at we improved operating margin 250 basis points this quarter, and there's three buckets. Okay? The first bucket is improvement that we got, that's not going to stay with us. And that's 10 basis points of the 250. And what is that, that's all this COVID stuff, it's the COVID costs that are bad guy; it's the lower SG&A from Covid because we're not traveling, which is a good guy, it's favorable absorption across the P&L, which is a good guy, you net all that stuff together, that's 10 basis points of benefit we got this quarter, that's not going to return. The second bucket is what is going to recur. And that's our core productivity, that is our realized productivity from supply chain, that's our clinical synergies, and then that's inflation and business investments. For the quarter, the net benefit of that were 60 basis points, and those programs will continue to go. The third bucket is where we are still evaluating it in terms of the ongoing benefit is price mix. We had 180 basis points of price mix benefit in Q2. Now the majority of that was mix, and a lot of that's from volume. So there is a part of that that will not recur. But there's also a benefit from less merchandising and pricing in there. And some of that will recur, but we're not quantifying what amount of 180 will recur. So I say that way, because it's hard to look at some of these numbers sometimes and really understand what's ongoing versus what's not. So hopefully, that's a little helpful, kind of looking at this quarter and thinking how it could apply. But all that kind of goes into the mixture, obviously inflation, everything else we're looking at, as we run scenarios, to give us the confidence to reaffirm 2022.
Rob Dickerson:
Okay, got it, it's helpful. And then I just quickly coming back to the cash piece and cash allocation. The leverage targets ahead of schedule, ramped the dividend, impressively and then obviously a lot of talk around capacity and CapEx needs, but just kind of given valuation of the stock and seeing, maybe other companies in the space, and they'll continue to announce ongoing repurchase programs, and there's more activity in the space. Like why not be more proactive around buying your stock back. And that's all thanks.
Sean Connolly:
Yes, Rob, it's Sean. Obviously, buybacks have been part of our repertoire before, and undoubtedly, will be again, in any given window, it's all about the relative appeal of these capital allocation options, and obviously, stock price factors into that one that you raised. So obviously, this is a, it's clearly an option for us and one that we will weigh against our other options.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney :
Great, thank you. So as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. That our team is available for any follow up discussions that anyone may have. Thank you for your interest in the Conagra.
Operator:
This conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator:
Good morning, everyone. And welcome to the Conagra Brands Fiscal ‘21 First Quarter Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please also note today’s event is being recorded. At this time, I’d like to turn the conference call over to Brian Kearney, Investor Relations. Sir, please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I’ll remind you that we will be making some forward-looking statements today. While we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of the risk factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales, refer to measures that exclude items management believes impact comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found in either the earnings press release or the earning slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. Finally, please note that we expect to report our second quarter earnings in early January this fiscal year. We will issue a press release with the specific details later this calendar year. With that, I’ll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone. And thank you for joining our first quarter fiscal 2021 earnings call. I hope that you and your families are continuing to stay safe and healthy. Today I’m going to unpack the quarter for you and then share our perspective on how the evolving consumer environment is shaping longer term demand for our products. So let’s get started. Building upon our impressive momentum at the end of last year, we’re off to a strong start in Q1. We exceeded our expectations and saw a broad based strength across the portfolio. We will detail today, we believe our business is well-positioned to continue to deliver strong results, both in the near- and long-term. Transformation, we’ve undertaken over the past five years, by following our Conagra Way playbook to perpetually reshape our portfolio and capabilities both for growth and better margins has proven critical in enabling us to respond to the changing dynamics in the current environment. Our modernized portfolio, commitment to innovate and agile culture have allowed us to respond to the increased consumer demand and changing preferences today and position us to deliver meaningful growth into the future. Our robust performance has also helped us to get ahead of our expected deleveraging cadence. As Dave will detail later, we expect to reach our net leverage ratio target of 3.5 times to 3.6 times by the third quarter of fiscal 2021. Paying down debt has been a capital allocation priority in recent quarters, but you also know that we are committed long-term to a balanced capital allocation approach. Given our progress on deleveraging and because we remain confident in the long-term outlook for our business, our Board has increased our quarterly dividend by 29% to $1.10 on an annualized basis, and as I’ll discuss more, we also continue to invest in the business. Our performance reflects the great work our team has accomplished during these challenging times. In particular, I want to recognize the thousands of hard working Conagra team members on the frontlines. Their extraordinary efforts in simultaneously keeping employees safe and maximizing our supply have made it possible for us to continue to meet the needs of our communities, customers and consumers, and I couldn’t be prouder of them. Let’s get into the business update. As the table on slide seven shows, our execution in the quarter enabled us to exceed our expectations across the Board. We delivered organic net sales growth of 15%, adjusted operating margins of 20.2%, adjusted EPS of $0.70. We ended the quarter with a net leverage ratio of 3.7 times, compared to 4.0 times at the end of Q4. During the first quarter, we continue to drive significant growth in each of our three retail segments. Total Conagra retail sales grew 12.9% year-over-year, driven by double-digit growth in Snacks, Frozen and Staples. Importantly, our higher margin non-promoted volume contributed significantly to this growth. Not only did we grow at a great rate, we expanded our presence with consumers and gained share. We increased household penetration by 100 basis points and category share by 30 basis points. Slide nine demonstrates how our investments in ecommerce over the last several years continue to yield results in the quarter. Strengthening our ecommerce capabilities has been an area of focus for us and we’re seeing the fruits of our labor. Our ecommerce retail sales have recently demonstrated impressive growth and over the past five quarters have consistently outpaced total industry ecommerce growth. First quarter also saw continued strong innovation momentum. Our steadfast commitment to the Conagra Way playbook has enabled us to consistently exceed our goal of having 15% of total retail sales each year come from products launched within the past three years. And of course, as our overall sales continue to increase, this percentage of sales represents a larger absolute dollar amount. Even during these challenging times, we remain committed to delivering innovation to our customers and consumers. Our growth is rooted in innovation and we are driving category performance. Slide 11 highlights two examples in big growth areas Frozen and Snacks. Let’s take a look at the Frozen Single Serve Meals category. As compared to our fiscal ‘17, this category experienced a $575 million increase in retail sales during the 52-week period ended August 30th. Our innovation in Frozen Single Serve Meals over the past three years is unmistakable. We’ve generated almost 100% of that categories growth over the same period. We’ve applied this proven strategy to our Snacks portfolio and are seeing similar category driving growth. Slim Jim has consistently gained share and has the top position in dollar sales for meat snack innovation. And to top it all off, our new Slim Jim Savage Stick has the number one velocity in all meat snacks. Given this track record, our innovation success has earned tremendous credibility with our customers. And our most recent slate of innovation is enabling us to further enhance that credibility. Slide 12 shows some of the highlights, offerings packed with modern food attributes in bold on trends flavors. Some of these began launching in Q4 and we’re pleased with their early in-market performance. We will continue to roll these out throughout the year. We’re also excited about the innovation shown here on slide 13. We’re using our broad portfolio to extend high growth brands beyond their legacy forms. By leveraging our existing capabilities, we’re extending Gardein and Healthy Choice into attractive categories with large profit pools, soups, jerky and salad dressing. And these two success stories are even going one step further, co-branding Single Serve Frozen Meals. Slide 14 shows some examples of what else we have on deck for the balance of fiscal ‘21. Clearly, we are not slowing down on our innovation agenda. I’d now like to take a moment to touch on recent performance in our three Domestic Retail domains, starting with Frozen. Slide 15 shows our impressive performance in total Frozen during the quarter. This business is over $5 billion in annual retail sales and it grew 13.5% in the quarter with double-digit growth in single serve meals, multi-serve meals and plant-based meat alternatives. With respect to Frozen Vegetables recall that last quarter we were supply constrained in Birds Eye, demand was in excess of our available capacity, exacerbated by a brief plant shutdown to keep our employees safe and healthy. I’m pleased to report that during the first quarter, our Birds Eye plants [indiscernible] full capacity, and as the quarter progressed, we qualified external manufacturers to supplement our capabilities. While our consumption in Frozen Vegetables grew 0.7% in the quarter, our shipments grew at a much faster rate as retailers started rebuilding inventories. Sitting here today, Birds Eye which holds the number one position in the category and has over twice the category share compared to the closest branded competitor is very well-positioned as we enter the important holiday season. Turning to Snacks, Snacks business delivered another impressive quarter of growth, 14.6% versus the previous year and 22.7% on a two-year basis. In meat snacks, we are working to maintain our growth and capabilities, investing and expanded capacity at our Troy, Ohio plant. To be clear, this investment is not a reaction to the near-term environment, but a decision made pre-COVID and rooted in our longer term outlook for the business. Our meaningful Staples result as shown on slide 17 demonstrates that this domain remains extremely relevant. Our Staples business grew retail sales 11.6% year-over-year with strong performance across our portfolio of iconic brands. I’d now like to turn to our perspective on the evolving environment and what we see going forward. While we hope and expect that the most acute and severe impact of COVID-19 is behind us, we believe that recent shift in consumer behavior, coupled with macroeconomic trends suggests that at-home eating will remain elevated for some time. We also believe that we are very well-positioned to capitalize on this opportunity. I will unpack these points in a bit more. We see consumers experiencing and making lifestyle changes driven by COVID-19 that suggests the arrival of a sustained shift in eating habits. We also know from prior recessions, that an economic downturn typically leads to a permanent increase in at-home eating even when economic growth returns. These consumer trends affect everyone in our industry, but we believe that Conagra is uniquely positioned to benefit substantially from this environment. Our portfolio is well developed in the eating occasions that have seen the most significant and sustained shift to at-home eating and our portfolio delivers against the cooking behaviors that consumers are adopting. We’re attracting more new buyers than our peers and consumers are choosing to stick with Conagra and come back for more. With our proven track record of innovation, we believe we will continue to attract new consumers and deliver food that meets their evolving needs. Let’s drill down on some of the proof points that underpin these expectations. Starting with why we believe at-home eating will remain elevated. As you know, the vast majority of our sales are sourced from the United States. And unfortunately, U.S. economy has been greatly affected by the pandemic, unemployment in the U.S. remains high, the pace of new job growth is decelerating and many U.S. households have limited savings. To understand how this recession may impact Americans eating habits going forward, we look back at how behavior changed in the wake of the last recession. Slide 20 shows the percentage -- percent of eating occasions that have been sourced at-home in the U.S. since 2007. As you can see, the ‘08 recession was a catalyst for a 200-basis-point increase in at-home eating occasions from 80% to 82% over the course of four years. Importantly, that rate held steady long after the recession ended, even when the economy returned to growth and employment hit record levels. With the COVID-19 disruption, we’ve already seen another 200-basis-point increase to 84% in four months from March to June 2020. History is a guide, the increased percentage at-home eating occasions should persist even when economic growth returns. And as slide 21 shows, as consumers are saving money in their food budgets, they are using their dollars and time differently. They’re preparing to be at-home for an extended period of time. Consumers are investing in their houses, their home gyms, their entertainment systems and their kitchens. In the chart on the right, you can see that consumers are also spending more time cooking. Data is showing that consumers are tackling more complex meals. In other words, they’re upgrading their culinary skills. We don’t expect these upgrades to homes, at-home entertainment kitchens and cooking skills to go away anytime soon. This all leads to one conclusion, more time at-home, and as a result, more consumption of food at-home. The pivot to remote work is also a meaningful development. The significant workplace disruption we’ve experienced over the past several months has given way to a new normal remote workforce. Chart on the left of slide 22 shows how even baseline projections see office vacancies remaining elevated over the coming years. Furthermore, on the right, we can see how remote workforce adoption has significantly increased or working from home means more lunches eaten at-home and real opportunity for a portfolio like ours. While we’re well past the initial spike of stock up behavior, when COVID first emerged in the U.S. in March, at-home eating occasions have remained elevated, even increasing over the most recent two weeks of data. As the chart on slide 23 shows, we’re continuing to see a double-digit percent increase in total industry sales at retail versus the prior year. During our first quarter, food and beverage industry sales rose an impressive 14%. While we don’t know exactly how these growth rates will trend going forward, we do know that we’re entering the cold and flu season and that winter weather could limit the appeal of outdoor restaurant dining in many parts of the country. All of these factors give us reason to believe that the elevated level of at-home heating should persist. We also believe that Conagra is uniquely positioned to benefit. Let’s start with slide 24. Total at-home meals have increased almost 6% in the three months ending July 2020. That’s almost 7 billion meals. When you take a closer look at this growth by day part, the increases in meals and dollars are skewing toward lunch and dinner, and as you know, Conagra is well developed in both of these day parts. The chart on the right shows that in fact, our portfolio over indexes in dinner and it’s almost at parity for lunch compared to the overall mix. And whether a consumer wants to cook from scratch to put those newly developed culinary skills to the test or he can eat. Conagra’s diverse portfolio can deliver a solution for every need in everyday part. So we are very well-positioned for when and how people are eating more at-home. On slide 25 you can see the benefits. Over 80% of our categories have been growing in line or faster than the industry. And as I mentioned earlier, we’ve been gaining share within those categories. This is further demonstrated by slide 26, which shows we’re attracting new buyers at a faster rate than any of our peers. Slide 27 shows that the buyers were attracting over index to the coveted millennial and Gen X generations. As you might expect, we’re seeing substantial millennial expansion in Frozen, but just as importantly, we’re seeing their expansion in Snacks and Staples as well. Because of this, we’re creating the groundwork for future growth above the category and above our peers. We’re attracting younger generations and building superior consumer lifetime value. And not only are more consumers trying our products, they’re liking them and coming back for more. Take a look at the chart on slide 28. New Trier Repeat Rates for our consumers, whose first trial was in March or April have remained steady at above 50%. That stickiness can be seen further in the chart on slide 29, not only our repeat rate sustaining, but depth of repeat is improving. More consumers are choosing to repurchase a Conagra product two times or more times compared to where we were a year ago. When you compare us to our peers, we are at the front of the pack. Slide 30 shows that we rank above nearly all of our peers in the total percentage of repeat purchasers, demonstrating the improved stickiness of our brand loyalty. So in summary, executing our discipline Conagra Way playbook over the last five years has grown our portfolio, grown our capabilities and positioned us to meet the evolving needs of our consumers while earning the confidence of our customers. We believe that at-home eating will remain elevated for some time as consumers seek affordable and convenient meals that meet the needs of their new normal and we’re confident that Conagra is well-positioned to see sustained benefit. With that, I’ll turn it over to Dave.
Dave Marberger:
Thanks, Sean, and good morning, everyone. I’ll walk through our first quarter financial performance and outlook before opening the line for questions. Let’s look at the P&L highlights for the quarter, which are captured on slide 33. As Sean discussed, we started fiscal ‘21 on a strong note, elevated demand across our retail segments, coupled with effective execution enabled us to exceed expectations for net sales, profitability, free cash flow and deleveraging. Compared to the same period a year ago, net sales and organic net sales for the first quarter were up 12.1% and 15%, respectively. Adjusted gross margin increased 244 basis points to 30.7%. Adjusted operating margin increased 450 basis points versus the same period a year ago, reaching 20.2% for the quarter. Adjusted EBITDA increased 34.5% to $647 million. And adjusted EPS increased 62.8% to $0.70, exceeding our first quarter guidance. Slide 34 outlines the drivers of our first quarter net sales versus the same period a year ago. As you can see, the 15% increase in organic net sales was driven by a double-digit increase in volume, as well as favorable impacts from price mix. Favorable pricing and sales mix both contributed to the growth in the quarter. Price mix also been included a benefit of approximately 70 basis points from a favorable change in estimate associated with a prior period trade expense accrual. The organic net sales increase more than offset headwind from divestitures and foreign exchange. As we pointed out in the past, the impact from divestitures continues to diminish sequentially, as we anniversary the divestiture closing dates, including the impact of the recently announced divestiture of H.K. Anderson, the full year impact of divestitures is expected to approximate 100 basis points. Turning to slide 35, you’ll find a summary of net sales by segment for the first quarter. We saw continued strong growth in each of the company’s three retail segments on both a reported and organic basis. The net sales increase was primarily driven by consumers increasing their at-home food consumption as a result of the COVID-19 pandemic, which benefited our three retail segments, but negatively impacted the Food Service segment. In the quarter, our Grocery and Snacks segment reported organic net sales growth of 20.7%. This segment benefited as consumers continue to purchase convenient shelf stable products to enhance their at-home eating experience. Segment growth in shipments this quarter exceeded growth in consumption, as retailers began rebuilding inventories on brands such as Hunts, PAM, Duncan Hines and Vlasic. The Refrigerated and Frozen segments also experienced strong growth in the quarter. The 19% increase in organic net sales is a testament to our innovation and modernization efforts, and the role our portfolio plays in meeting the needs of today’s consumers. This segment also experienced shipment growth greater than consumption growth in the quarter, primarily as a result of Birds Eye. As Sean mentioned, we increased capacity in Frozen Vegetables during the quarter, enabling retailers to start replenishing their inventories. The International segments 13.1% organic net sales growth came in stronger than we forecasted, with each of the segments’ regions posting growth higher than projected, primarily from COVID related demand. Our Food Service segment reported a 20.3% organic net sales decline, primarily driven by a volume decrease of 24.2% due to lower restaurant traffic. This marks an improvement from last quarter as some restaurant traffic began to rebound. Slide 36 outlines the drivers of the 450 basis points of adjusted operating margin expansion in the first quarter. Our margin levers such as realized productivity, price mix, operating leverage and synergies drove a 610-basis-point increase in the quarter. The specific drivers of this increase are, supply chain realized productivity of 290 basis points, price mix of 250 basis points, cost of goods sold synergy of 90 basis points and operating leverage of 60 basis points. Also, the net impact of divestitures, FX and other items negatively impacted operating margin by 80 basis points. Cost of goods sold inflation was approximately 3.1% in the quarter, which negatively impacted gross margin by 220 basis points. We incurred approximately $34 million in cost of goods sold directly related to our COVID-19 response, which negatively impacted gross margin by 150 basis points. Our A&P rate was favorable by 20 basis points in the quarter due to the favorable sales leverage. As on $1 basis, we spent approximately the same amount as last year’s first quarter. Finally, our SG&A rate was favorable by 190 basis points. Approximately 160 basis points was related to the combination of fixed costs leverage on higher net sales and reduced spending related to COVID-19, as employees worked from home and did not travel. The remaining 30-basis-point improvement was driven by synergies, partially offset by normal SG&A inflation and increases in stock-based compensation expense. We have certainly seen a margin benefit driven by the current environment. But it’s also clear to see that we have made great progress improving the underlying operating margin of the business. Slide 37 shows our adjusted operating profit and margin summary by segment in the first quarter. Our total company adjusted operating profit increased 44.2% to $541 million in the quarter. Importantly, all four of our segments reported margin expansion in the quarter. These results demonstrate the tremendous operating margin improvement in our Domestic Retail and International segments. While the Food Service segment saw a decline in operating profit dollars, the segment reported a 28-basis-point increase in adjusted operating margin. This was aided by lower inventory write-offs and less trade spending in the quarter. Slide 38 highlights that our adjusted EPS increased 62.8% to $0.70 in the quarter, primarily driven by the increase in adjusted operating profit associated with the net sales increased and margin expansion. Turning to slide 39, you will see a summary of our synergy capture since the close of the Pinnacle Foods acquisition in fiscal ‘19. After exceeding our fiscal ‘20 goal of $180 million, we have continued our strong synergy progress in the beginning of fiscal ‘21. In Q1, we captured an incremental $35 million in savings, bringing total cumulative synergies through the end of the first quarter to $219 million. To-date, the majority of our synergies have been in SG&A and we expect the majority of the remaining synergies to be reflected in cost of goods sold. We’re very pleased with our progress and are confident that we will continue to deliver on our commitment Slide 40 shows the strong progress we’ve made to improve our balance sheet and cash flow. From the close of the Pinnacle acquisition in the second quarter of fiscal ‘19 through the end of the first quarter of fiscal ‘21, we have reduced total gross debt by more than $1.9 billion, resulting in total net debt of $9.2 billion. As of the end of the first quarter, our net leverage ratio was 3.7 times, down from 4 times at the end of the fourth quarter of fiscal ‘20. Given our income, we are confident in our ability to achieve our targeted leverage ratio of 3.5 times to 3.6 times by the third quarter of fiscal ‘21. In addition, we remain committed to solid investment grade credit ratings. Also, our cash flow remains very strong. In the first quarter, our cash flow from operating activities increased $78 million or 37% compared to the prior year. At the same time, we increased our investment in the business by increasing CapEx by $39 million or 36%. Supply chain investments and cost savings and capacity projects made up most of our year-over-year spend, as we continue to optimize our network and drive brand growth. This has led to our free cash flow increasing $39 million to 38% the last year’s first quarter. As a result of our strong cash flows and progress reducing debt, we have greater financial flexibility to both invest in the business and return cash to shareholders. This coupled with consistent successful execution of our strategic priorities and our ongoing confidence in the long-term strength of the business led our Board to approve a 29% increase in the quarterly dividend to $27.5 per share or $1.10 per share on an annualized basis. This action is consistent with our commitment to maintaining a balanced approach to capital allocation. As we return cash to shareholders, we’re also increasing our investments in the business as evidenced by the 36% increase in Q1 CapEx, I just mentioned. Turning to slide 42, you will find a summary of our outlook. As you’ve heard both Sean and me share this morning, we believe there is much to look forward to in the quarters ahead. However, the dynamics surrounding COVID-19 continue to make forecasting with specificity a challenge. What we can share is that we anticipate a continuation of elevated retail demand throughout the second quarter. We are therefore providing second quarter guidance as noted in the release and on this slide. We expect organic net sales growth of plus 6% to plus 8% in the second quarter. We expect adjusted operating margin in the second quarter to be in the range of 18% to 18.5%. Relative to Q1 operating margin, we expect less operating leverage benefit and we expect to increase our marketing support both above the line and below the line. We believe there are opportunities to increase brand building investments where capacity permits. Given these operating margin factors, along with expected improvement in below the line items, we expect to deliver second quarter adjusted diluted EPS from continuing operations in the range of $0.70 to $0.74. We expect to reach our leverage target of 3.5 times to 3.6 times by the third quarter of this fiscal year. Of course, our ability to achieve these targets assumes continued performance end-to-end by our supply chain. Finally, we are reaffirming all of our fiscal ‘22 targets this morning. Note that the impact of the H.K. Anderson divestiture is small enough that we will not be discussing [ph] our fiscal ‘22 EPS targets for the divestiture. Thanks for listening everyone. That concludes my remarks. I’ll now pass to the operator to open it up for questions.
Operator:
[Operator Instructions] Our first question today comes from Andrew Lazar from Barclays. Please go ahead with your question.
Andrew Lazar:
Good morning, everybody.
Sean Connolly:
Good morning.
Dave Marberger:
Hi, Andrew.
Andrew Lazar:
I guess -- hi, there. I guess, first off, just so I get some clarity on this, you talk about obviously in some of your key segments shipments exceeding what we would have expected around takeaway or -- around takeaway given some rebuilding of retailer inventory. Can you tell us about how much that might have benefited overall organic sales growth in the quarter? And I assume that’s really just retailers getting back to more normalized levels, as opposed to volume that needs to sort of come out of future quarters?
Dave Marberger:
Yeah. Andrew, let me take that. It’s Dave. Yes. We came out of Q4. The retailer inventory levels were below historic levels. We talked about that specifically Birds Eye, but we also saw it in several of our Grocery brands as well. So the shipments about consumption in the first quarter were clearly just getting the inventory levels back to the days of supply that they’re looking for. As we sit here -- as we ended Q1 and we sit here today, retailer days of supply are still below historic levels. So when you look at shipping about consumption it wasn’t -- now we’re sitting here with heavy retailer inventories we’re still below historic averages. So it was a catch up from where inventory levels were at the end of Q4.
Andrew Lazar:
Would -- and just as part of that, would you expect this 6% to 8% organic sales growth in fiscal 2Q to be all in more in keeping with what consumption trends are or above what you anticipate consumption will be, because of some continued retailer inventory built? Then I’ve just got a quick follow-up.
Dave Marberger:
Yeah. Right now we’re forecasting that shipments will pretty much be in line with consumption for Q2.
Andrew Lazar:
Okay. And then you mentioned, just recently stepping up marketing spend both above and below the line, where you have the capacity to do so to sustain some of these new consumers. I guess, how do we think about that, maybe the magnitude of that step up as it relates to how much of the fiscal 1Q sort of earnings upside could well flow through the full year? I guess I’m asking how much the company is willing to or it feels makes sense to commit to really stepping up marketing, because it was seemed a small price to pay in the end, if you can hold on to some of these consumers longer term?
Sean Connolly:
Yeah. Andrew, let me give you some big picture perspective on how we think about this and then we can talk a little bit about a year ago period, because I think it’s important that you all understand what we intend to do, what we do not intend to do and why. First off, before we ever contemplate an increase in our brand building investments, two simple things have to be in place, one, the capacity to supply new demand generation, and two, evidence of a strong ROI. Now, on this latter ROI point, there are two types of investments, where the evidence is quite strong regarding ROI, investments to increase consumer awareness around our new innovations and investments to further build out our ecommerce business. So a new innovation awareness, think of it this way, it’s the precursor to trial. We do great at trial, but you got -- and it repeat, but you’ve got to get that awareness in place. So as you saw on the data, we -- our repeat performance has been stepped up. On ecommerce, we’ve learned that what we get out of it is directly a function of what we put into it. We’ve also learned though that speed in supporting the business is very important, because it enables you to build a beachhead in the etailing universe that helps us fuel future purchases. So if we were to cede this opportunity, someone else would build that beachhead. But overall, I’d say, we believe that supporting innovation and ecommerce undoubtedly maximizes long-term value, because it maximizes consumer penetration which then converts to loyalty. But let’s keep things in perspective about the level of support we’re talking about. As you know, our A&P is very hard working, but it’s also very, very efficient and the rate has hovered around 2% over the last year or so, working synergistically with our retailer investments. So that’s been our playbook, it works and we will continue to do it. In this coming quarter, the spend is likely to be a bit higher than Q1, because we have more capacity and because it’s usually higher in Q2 than Q1, because it’s the holiday season. And as the stores get crowded around holidays, we want to win at the point of purchase and we know that if we create awareness, the rest will take care of itself, which sets up a good back half and a good fiscal ‘22. In terms of flow through to the year, as you know, we’re not guiding to the year. And the reason for that today is the same as the reason a year ago, which is, we’re trying to manage this unpredictable environment quarter-to-quarter. We don’t [indiscernible] the back half will give us. So the key thing for us right now is keeping people healthy and keeping our plants running, because if we can’t do that, obviously, it puts a lid on our ability to drive revenue, which then converts to profit. So, we’re just navigating this quarter-by-quarter right now.
Andrew Lazar:
Okay. Thanks very much.
Sean Connolly:
Thank you.
Operator:
Our next question comes from Ken Goldman from JP Morgan. Please go ahead with your question.
Ken Goldman:
Hi. Good morning. I know it’s difficult to be precise, but is there a way to think about what your operating margin might have been, if not for the trade load and the accounting catch up for 4Q promo expenses? Dave, I appreciate you mentioned that operating leverage added only 60 basis points to the margin this quarter, it’s a bit less than I might have expected. But maybe your mix was also helped by the load or maybe you’re just using so many co-packers, that the benefits of the margin from higher volume just wasn’t that big, I’m just trying to get a sense for what just sort of underlying operating margin was excluding some of those maybe non-recurring benefits?
Dave Marberger:
Yeah. Ken, let me -- to your point, we’re not going to get precise with that. I -- on my remarks, I tried to unpack it in a lot of detail, so you could understand all the different components and drivers. And so you should be able to say, okay, this is more of a COVID-related type item. For example, we specifically quantified our COVID-related expenses. So you can look at that. What I will say is that, our realized productivity programs and supply chain are tracking very well. Our synergy capture, which is a big part of our margin improvement, is on track and continues to be on track and we’re confident that will continue. So when you look at those items and you compare to inflation and you strip it out at a high level, we’re seeing improvement in core operating margin performance as we expect it to pre-COVID. So I’m not going to give you the exact number, but generally I feel like we’re on track and the Pinnacle synergies was an important part of that improvement.
Sean Connolly:
Yeah. Ken, it’s Sean. I -- let me just re-characterize to the shipment perspective from Q1, because I think -- I want you to think a little differently then some of the language you use. I would characterize it as a partial replenishment. We exited Q4 with retailer inventories highly depleted, way below kind of normalized levels in terms of stock on hand. That began to rebuild in the quarter, which obviously will lead to shipments being ahead of consumption. But the net takeaway in terms of absolute status of inventories and trade right now is it’s still better than it is historically in terms of days on hand. That’s both because not every single category is flush with capacity on the supply side, but also because the takeaway is higher. So when the pull through is more, your days on hand drops. So that’s how I want you guys to think about the retail inventory dynamic.
Ken Goldman:
It makes sense. Thank you. And then a quick follow-up, can you update us, Sean, on how the Birds Eye brand in particular is doing? You’re doing so well with so many of your categories and brands, I don’t mean to pick on this one, it’s just at least what we’re seeing in Nielsen data. It’s seems like this one’s a little more sluggish, maybe private label is taking a little more share than what I might have thought. So I’m just curious if you can give us a status update on that brand in particular?
Sean Connolly:
Yeah. I am happy to talk about Birds Eye for sure. Birds Eye, as you heard in the prepared remarks is running flat out right now. We’ve got, thankfully, the plants are running well and we are growing. But what you’re seeing in consumption, it does -- it can confuse, because the natural level of demand is actually higher than that. But what you see going on right now is we are approaching the all important holiday season for vegetables and it is very, very important to retailers to have vegetable inventory during the holidays. So the supply constraints that you’re seeing on Birds Eye are not just those that we’ve had in terms of our ability to manufacture, but it’s also some retailers prioritizing preserving holiday inventory above, call it, late summer inventory. Because as you can imagine, when consumers go to buy their Thanksgiving dinner and vegetables, and they can’t get what they want, that becomes a very emotional, very negative emotional event and we don’t want that nor do our retailers.
Ken Goldman:
Thank you very much.
Operator:
Our next question comes from Jason English from Goldman Sachs. Please go ahead with your question.
Jason English:
Hey. Good morning, folks. Congratulations on a strong start to the fiscal year. I know we’re still early in this year, but my attention, I think a lot of people’s attention is on your goals for next year, for fiscal ‘22 targets, which increasingly look like they’re more achievable than I think many of us thought they would be a few quarters ago. On the sales side of that, your 1% to 2% CAGR, if I’ve flat lined the back half of the year, I’ve got to take 2022 organic sales down 9% or so to get that multiyear CAGR down to 1% to 2%, and obviously, that sort of reset in ‘22 contrast with the narrative you guys built with a lot of really interesting data, by the way, on why some of this consumption may remain elevated? So how do I split those two or should I just sit back and say, listen, you put the target out a while ago, you’re not going to move at this point in time, there may be some conservatism on the sales side?
Sean Connolly:
Yeah. I think, we’re not going to try to speculate on what would we be looking like without COVID, but what we are dealing with is kind of what we’ve got. So the environment we’ve got, we believe, sets us up well, as we laid out in the prepared remarks today and it puts us in a position to reaffirm kind of where we are with ‘22 with our long-term algorithm and that’s really -- that’s all the commentary, I think, we’ve got on ‘22.
Jason English:
Okay. Okay. But you are confident you’d get there without it, and obviously, you’re expecting COVID to be a boost. So there at least the sales side looks like it’s more firming grass. On the cost side, I appreciate the detail you ran through on the incremental COVID expense, you also mentioned there’s COVID-related savings. Are those that are net neutral or when the dust settles here, will you have benefits of incremental costs falling away, so netted against the headwinds of incremental costs going back in or could actually be net favorable net headwind to all in?
Dave Marberger:
Yeah. So we laid out the $34 million in COVID-related costs in our margin bridge. SG&A includes savings just because people are working from home, there’s just not as much travel and expense. And so, but that’s less, that’s probably a third of the $34 million in terms of the favourability.
Sean Connolly:
But I think long-term, one of the key points we’re making today is, our -- the work we’ve done for five years, then intersecting with COVID leads to a very positive long-term NPV, because we are getting these new consumers into our brands. They are discovering all the innovations that we’ve launched really over the last four years or five years, including the new stuff. They’re liking it and they’re converting to repeaters and their depth of repeat is strong. And that’s -- we’re going to be at ‘22 before we know it and then we’ll be thinking what comes beyond ‘22 and certainly all we’re trying to maximize that outlook.
Dave Marberger:
Jason, can I just add one more just, so the $34 million is in cost of goods sold, which affects gross margin. The, call it, $9 million, $10 million of favourability is in SG&A.
Jason English:
Understood. Really helpful. Thank you, guys.
Operator:
Our next question comes from David Palmer from Evercore ISI. Please go ahead with your question.
David Palmer:
Thanks. Good morning. Just to follow up on the topic of gross spending, you mentioned that you have the opportunity to reinvest and you mentioned that working media will continue to be in that 2% of sales level, and you also mentioned investments in ecommerce. I am wondering if you could talk about how much you are reinvesting away from the working media, whether it’s ecommerce or other capabilities on the expense line and how meaningful that reinvestment is or is been accelerating during this period and I have follow-up?
Dave Marberger:
Go ahead.
Sean Connolly:
Keep in mind, the A&P that we’ve got these days is almost all working A&P, a lot of the inefficiency that we found in A&P was in non-working dollars, survey, data, market research, commercial production, things like that, that have -- has been really cleaned up and what remains is very hard working, but it’s -- keep in mind also the vast majority of it is in digital. I think at Cagney we said over 80% of it was a digital spend. So that spans everything from ecommerce investments to digital social advertising, working direct-to-consumer messaging, all of that stuff. And so we’ve hovered historically over the last number of quarters about 2%. This last quarter we were below that, because we were supply constrained, it didn’t make sense to pour more A&P on top of a supply constraint, but now we’re getting some flexibility there and you’ll see a more normalized level for what a Q2 usually is. Dave?
Dave Marberger:
Yeah. Let me just add to that David just maybe helped a little bit. So if you look at the Q2 guide for operating margin versus where we came in at Q1 is 20.2%. Let me give you kind of a few pieces here that will help you also on the marketing investment. So, first, the trade change an estimate that’s about 40 basis points. So if you take that out, because that’s a benefit to the first quarter that’s just going to stay for the year. The difference between Q1 and sort of the midpoint of the 2Q guide is about 150 basis points lower. That difference between Q1 and Q2 is roughly split among investments in A&P and above the line investments in merchandising and slotting, and then growth focused cost of goods sold investments to support our innovation and capital investments. So that’s -- of the 150 basis points that kind of splits into those buckets. So the Q2 A&P level will be up versus Q1 and it will be more consistent with the level that we saw Q2 a year ago for A&P.
David Palmer:
And just a quick follow up, I know there’s always limitation to how much you can comment on M&A. But there have been companies out there successfully selling stuff that they own to help their future growth and getting surprisingly good prices, I’m thinking of Hain Celestial here, just for example. You have the tax asset. Things seem to be going slowly there on the divestiture front. Do you look at this as a -- an opportunity rich environment for you to perhaps reduce exposure to lower growing categories that might hamper your growth after COVID? Thanks.
Sean Connolly:
Well, I guess, David, the answer is, it depends. And as you look back over the last several years, we’ve been fairly active both on inbound and outbound stuff and we also are keenly aware we have this tax asset and it does expire at some point. But we’ve said pretty consistently from the beginning, it’s not necessarily strategic to use the tax asset for the sake of using the tax asset. It’s strategic if we use it to create value and as we think about candidates that could be outbound, it always comes down to can we get a value for it that is above what we see as the intrinsic value. So we’ve made very good progress on our deleveraging, getting ahead of our expectations there. It’s not as if we feel pressure such that we would ever liquidate an asset below its intrinsic value. We don’t feel that pressure, but if a good valuation came along, we’ve -- as you’ve seen from our practices in the past, that would be something we would look at as well.
David Palmer:
Thank you.
Operator:
Our next question comes from Chris Growe from Stifel. Please go ahead with your question.
Chris Growe:
Hi. Good morning.
Sean Connolly:
Chris, good morning.
Chris Growe:
Hi. I just wanted to follow on a couple of earlier questions, just to get a sense of what you think the inventory rebuild added to the first quarter. And then also to understand the perspective around 2Q and why inventories are not rebuilding back to normal levels. And I want to understand is your production ability is it sounds like it has caught up and can you keep pace with demand right now, is that any sort of limitation to you building inventory in 2Q?
Sean Connolly:
Well, the inventories have started to rebuild, Chris, but demand remains elevated. It’s really a category by category dynamics in terms of pull-through takeaway versus capacity at the plant. So, as I pointed out, between manufacturing capacity overall and retailer inventories be like, it’s still -- we’re still in catch up mode. But some categories are in good shape and those are the ones where we have the ability to really maximize demand. But it’s not by any stretch normalized yet, because the lifts that the demand remains very strong and now, of course, we’re going into a season where all the outdoor dining is going to go away in a lot of parts of the country and cold flu season is upon us. So it’s plausible that demand can even lift from here. You saw that in one chart I showed on occasions even the most recent weeks beginning to tick back up.
Chris Growe:
Yeah. And then would you say what inventory added to the first quarter?
Dave Marberger:
Yeah. We shipped above -- retailer inventory, you are talking about?
Chris Growe:
Yes. How much your shipments were above consumption, like, what that added to your sales growth in the first quarter?
Dave Marberger:
Yeah. Our shipments were, I think, it was 600 basis points difference between shipment and consumption.
Chris Growe:
Okay.
Dave Marberger:
Let me tell you…
Chris Growe:
And then I just had -- yeah. Right. Good. Okay.
Dave Marberger:
Right.
Chris Growe:
And then just one other quick question on new products contribution is quite high. There are -- a lot of companies that have had to put off some new product launches and I think now we’re starting to get back to it. I just want to understand, as I think about, the next couple quarters, do you have a normal rate of new productivity that’s occurring and are you seeing that come too late at all because of the environment that we’re in, just the robust growth occurring at retail?
Sean Connolly:
Yeah. I tell you, Chris, back when this all hit in March, April, I would have thought more customers would have wanted to delay some of the new innovations. But given a track record and given, especially, Frozen and Snacks, the way our innovation driven category growth and the way we’ve really accounted for almost all of the sharing some of our key categories in terms of growth that demand from customers for our new innovation remained extremely strong. So a lot of our products have been going out the door, we’ve got more yet to go out the door and the performance of those products in marketplace have been strong. So we’ve been doing a combination to maximize supply, skew rationalization where it makes sense to do so on brands like Chef Boyardee, so we can maximize the volume we’re putting out there. But at the same time, we’ve been very strong on innovation and it has been working. So that’s strictly a function of how well our innovation does in terms of velocities in the marketplace. We’ve got, if you look at some velocities, just new stuff that we’ve got out there like, Duncan Hines as a brand we don’t always talk about, we’ve got these new keto-friendly cups and it is brand new and it’s already got the number one dollar velocity skew in that segment. Our Slim Jim products the velocity is just crushing it. Our Slim Jim Savage initiative is the number one velocity in all meat snacks and it’s been the number two velocity in all snacks overall in the last 13 weeks. So these new products are not only going out the door they are really performing.
Chris Growe:
Thank you.
Operator:
Our next question comes from Nik Modi from RBC. Please go ahead with your question.
Nik Modi:
Yeah. Thanks. Good morning, everyone. So I just wanted to touch on cost, could you just give us an update on kind of how you see things playing out in terms of some of the key commodity costs. But more importantly, I just wanted to get a sense on your thoughts around manufacturing and labor costs, and kind of how you think about that as you move forward over the next several quarters. Because we’re hearing a lot from the industry just people not showing up from work, and obviously, consumption remains elevated, so co-pack usage is going up and transportation costs are going up. So, just wanted to get your thoughts on just that whole bucket, if you can? Thanks.
Dave Marberger:
Yeah. Nik, let me start and then Sean, you can jump in. So for Q1 our overall inflation was 3.1% for the quarter. As we look going forward, we estimate that that overall inflation rate is going to come down more to kind of the low- to mid-2%, if you look going forward. As you mentioned, there have been increases in spot rates for freight. Freights about 10% of our overall cost of goods sold, but it’s a very small piece of our business, because we contract for our freight. So clearly going to be an impact, but on an overall weighted basis we think it’s manageable and we have other favourability that we can offset that. In terms of supply chain, remember, it’s the end-to-end supply chain. So it’s not just our manufacturing, it’s our co-mans, but it’s also our suppliers. So to the extent that certain regions get hit with COVID and then there’s impact on labor, it impacts the entire supply chain. And so we’re on that every day -- every hour of every day, making sure we understand kind of where we are with demand and then where we are with supply. We’re manufacturing -- full out at all our manufacturing locations and we’re really working closely with our suppliers to make sure we understand where they are with their lead times on ingredients and packaging and all the things that are critical for us to be able to make a finished product. So Sean, anything?
Sean Connolly:
Yeah. I think you covered it.
Nik Modi:
Great. Thanks, guys.
Operator:
Our next question comes from Steve Powers from Deutsche. Please go ahead with your question.
Steve Powers:
Yes. Hey. Thanks. So much of the labor topic you’ve already addressed in part, but can you just maybe take a step back and give us a bit more perspective as to how you landed that that 2% of sales, A&P are working media level just being the right one. I think everyone would agree it’s working well now. But I think that a lot of investors watching your story from the outside and watching other CPG companies lean into today’s demand with more elevated A&P investment. There carry some concerns about your topline having more headwinds when the music stops on at-home demands, so to speak, and I appreciate everything you said about demand staying elevated for longer potentially. But I guess it’s important to from my -- from what I hear to address that concern head on, because it’s a question for all the investors who like what you’re doing on the innovation, on the trial and near-term repeat fronts, but they are more concerned about your brand equity is being strong enough going forward to cement long-term loyalty.
Sean Connolly:
Yes. Steve happy to talk about that, I feel like I talk about this every quarter. I -- my consistent encouragement to investors is to think about our brand building work holistically. It starts with the design of the product and the package, and then it includes all the investments we make to create a connection between our consumer and the brands. Some of that connection happens in the Grocery store. Some of it -- a lot of it happens on their phones or on their computer or digitally. All of it works together. But a big piece of our first investment and how we get sustained growth is in designing the right products and the right packages. If you look at the Single Serve Frozen Meals slide that I shared today, we are now multiple years into re-innovating that category and it started with major investments in the food quality and the packaging. And then on top of that we layered investments in A&P and investment with our retailers. And when we got to year one of our success there, the question we got is, how are you going to wrap this? What’s happened in year two when your competition sees this and they emulate you and you’ve got difficult comps? What -- how we’ve done it year after year after year and we’ve retained just about 100% of the category growth in that space, which suggests that all the investments we make holistically in brand building from product to package to retailer investments to A&P works very hard and is driving sustained performance. What sometimes trips people up is they get accustomed to seeing thinking that all brand building resides on the A&P line and that a good rate of A&P, which is kind of an artifact of the industry from the past is a 4% rate or something like that. If you dig deep within most of the companies that have had those kinds of rates, what you find is extraordinary amount of non-working dollars and then working dollars that are still used against traditional tools like in line TV media and things like that. We are far beyond those days and we’ve purged out that inefficient spend and we’ve converted the old analog spend to heavily digital. And what we find is when we put that profile together and we do it with the work we do with retailers in store, which by the way as you know, is not just deep discounting, that’s not really the Conagra playbook anymore, it has been very successful for us. With respect to taking that investment up in any given COVID window, it kind of depends upon what brand we’re talking about, because the last thing that would make sense would be to be spending a bunch of A&P and a brand that we’re short on supply and we’re not doing that. But what we’ve said in the call earlier today is, if we have available capacity and if we have evidence of good ROI, we will absolutely increase the spend. So you look at the average and it doesn’t tell you much, on some brands the rate is much higher than that and those are brands usually where we get tremendous responsiveness and we get -- we have available capacity.
Steve Powers:
Yeah. I think that’s a comprehensive like overview. I guess the only thing that I guess the follow up I’d have is, is that in this environment other companies are making incremental investments that they might not have been making in the -- in a more normal environment. And I guess, are you just saying that those incremental investments just generally are not going to have a good ROI or they’re not happening in your competitive set or just how do we square that circle? Thanks.
Sean Connolly:
I guess what I am saying is, give us credit for the incremental investments that we already had in our baseline. If you look at the slides today that showed the sheer breadth and depth of the innovation we put out there, it’s unmatched. So those are investments and those are investments that have already been in place and are already underway. And then on top of that, we layer investments to drive awareness of those new innovations. So, the investment profile is holistic and it includes building out one of the leading, if not the leading innovation portfolios in all the industry and all the costs associated with doing that.
Steve Powers:
Very good. Thank you very much.
Operator:
And our next question comes from Bryan Spillane from Bank of America.
Bryan Spillane:
So just two quick ones for me, first on the dividend, we’ve got a step up today, which in a sense kind of makes up for the time that the dividend has been frozen. So, at this level of this payout ratio, should we think of it, this now is kind of a normalized ratio and assuming there’s growth going forward, we’re at a level where we can grow the dividend consistently? And then the second one is just, in terms of the outlook or the lack of outlook for this fiscal year and the kind of the question around visibility, it’s the lack of visibility more around cost relative to revenues, because it seems like you’ve got a pretty reasonable amount of confidence in the environment and your ability to drive revenue in this environment. So just curious if the inability to guidance is more driven by cost versus revenues? Thanks.
Dave Marberger:
So, Bryan, let me hit the dividend. So, Sean and I communicated in our remarks are, our cash flow, our deleveraging cadence are ahead of expectations and we’re confident we’re going to hit the target at 3.5 times to 3.6 times leverage ratio in the third quarter. We’re also confident in the long-term strength of the business as we reaffirm fiscal ‘22. So based on this progress and the Board’s confidence in the structurally higher earnings power for the company, the Board approved a dividend from $0.85 to $1.10 annualized and this increase moves us towards the longer term historic payout ratio of 45% to 50%. So that’s what I’ll tell you related to the dividend. Sean, I don’t know if you want to add anything for the second part on the long-term for the outlook.
Bryan Spillane:
Actually...
Sean Connolly:
Yeah.
Bryan Spillane:
… it’s more related to fiscal ‘21. Just trying to understand not having guidance for the full year, is the lack of visibility more a function of visibility on the topline or is it a function of cost?
Sean Connolly:
No. I think one of the things you got to keep in mind is we’re -- as we obviously are in the middle of a pandemic. So, to some degree, the upper control limit on revenue is, how much can we get out of the plant and the function, how much we get out of the plant is a function of how healthy we can keep people. So this is a very contagious disease. We’re trying our best. We’re doing a great job. But every day when we come in, we start our day at 8 o’clock in the morning, going through a review of how healthy our people are in every single one of our facilities and every day brings us new information and the team is doing a great job of managing that, but it’s a variable and it’s a variable that makes it very hard to predict how these quarters have unfold, which why we’re taking this at this point time quarter-by-quarter.
Bryan Spillane:
Yeah. That’s very helpful. Thank you.
Operator:
And ladies and gentlemen, with that we will conclude today’s question-and-answer session. At this time, I’d like to turn the conference call back over to Brian Kearney for any closing remarks.
Brian Kearney:
Great. Thank you. So, as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. The IR team is available for any follow up discussions that anyone may have. Thank you for your interest in Conagra Brands.
Operator:
And ladies and gentlemen, with that, we will conclude today’s conference call. We do thank you for attending. You may now disconnect your lines.
Operator:
Good day and welcome to the Conagra Brands fourth quarter fiscal year 2020 earnings conference call. All participants will be in a listen-only mode. [Operator Instructions]. After today’s presentation, there will be an opportunity to ask questions. Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney. Please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I’ll remind you that we will be making some forward-looking statements today. While we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of the risk factors are included in the documents we filed with the SEC. Also we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales, refer to measures that exclude items management believes impact comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The GAAP to non-GAAP reconciliations can be found either in the earnings press release or the earning slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. Finally, we will be making some references to Total Conagra Brands as well as the Legacy Conagra Brands. References to Legacy Conagra Brands refer measures that exclude any income or expenses associated with the acquired Pinnacle Foods business. With that, I’ll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thank you for joining our fourth quarter fiscal 2020 earnings call. On behalf of Conagra Brands I want to start by expressing my heartfelt hope that you and your families are continuing to stay safe and healthy. On today's call, we’re going to address our fourth quarter and fiscal 2020 results, our expectations for fiscal 2021, and our perspective on why Conagra is uniquely positioned to succeed in this new environment. But first, I want to provide some context around what has brought us to this point. Over the past five years, we have been purposefully architecting one of the largest transformations in the food industry. When we embarked on this process, we made major strategic decisions on where to compete and how to win. After decades as a food conglomerate, we transformed into a pure play branded food company with a portfolio focused on competing in three domains; Frozen, Snacks, and Staples. We committed to perpetually reshaping our portfolio for better growth and better margins, and established a disciplined approach rooted in a playbook that we call the Conagra Way. This relentlessly principle-based playbook is filled with repeatable and scalable processes that focus on modernizing our iconic brands through superior food, contemporary packaging, and strong, consistent marketing investment. The Conagra Way is not just a way to build brands, but an operating model that has helped cultivate our agile, motivated, and highly energized culture. As I'll describe in more detail in a moment, fiscal 2020 saw unprecedented performance as we built upon the extraordinary progress we have made over the past five years. We further strengthened our business, including getting legacy Pinnacle back on track and delivered strong financial results. During the fourth quarter, in particular, our transformation was put to the test, and you’re seeing the fruits of our labor. Our modernized portfolio and agile culture enabled us to respond the increased consumer demand driven by COVID-19. At this point, the degree to which demand will return to historical norms is still uncertain, and the timing of the changes in consumer demand is also uncertain. However, we believe that demand will likely remain elevated in the near-term given both consumer perceptions about returning to work and eating outside the home as well as the fact that consumers are discovering and rediscovering the pleasures, conveniences, and tremendous value proposition of dining at home. Dave will cover the financials in more detail, but I want to let you know that we continue to be on track to deliver our fiscal 2022 algorithm and we remain committed to achieving our leverage target of 3.5 times to 3.6 times by the end of fiscal 2021. As we'll detail today, we believe our portfolio is optimally positioned to succeed in the new normal. We are focused on making the right investments to ensure that we can continue to safely and reliably meet consumers’ needs in fiscal '21 and the longer term. In today's presentation, we will cover our business update, the behavioral shifts we have seen, and how Conagra is well positioned to benefit from these shifts and what we expect going forward in terms of our near-term outlook and the opportunity to create long-term value. Beginning with our business update. Before I get into the numbers, I would like to recognize that our extraordinary results have only been possible because of the thousands of hardworking Conagra team members on the frontlines across North America. Here at Conagra, we talk about infusing a refuse to lose attitude and never before have we seen our team make such extraordinary efforts. The team's commitment has enabled us to meet the elevated demand from our customers and the communities we serve and deliver the strong results that we are announcing today. I couldn't be more proud of all that they have accomplished. To all of our team members, thank you, great job all around. During the fourth quarter, we experienced significant growth across our core operating metrics, including 21.5% growth in organic net sales, and a 108.3% growth in adjusted EPS. These results helped contribute to our rapid progress in reducing our leverage, and I'm proud to say that we ended the quarter with a net leverage ratio of 4.0 times, down from 4.8 times in the third quarter. As you can see on Slide 9, our growth was not confined to one area but was driven by strong retail sales across our portfolio spanning Staples, Frozen, and Snacks. Our strong growth in e-commerce continued to accelerate both on an absolute basis and as a percentage of our overall sales. The work we've done over the past several years to improve our e-commerce capabilities has certainly paid off. As consumers increasingly adopt online grocery shopping, our share of e-commerce sales has steadily increased. Slide 11 highlights that our disciplined approach to innovation is clearly working. Our absolute sales on new innovation introduced this year increased 43% compared to our innovation slate of fiscal 2019. As a reminder, we stated at our initial Investor Day that our goal was to have 15% of total sales coming from products launched within the past three years. Well, today I'm proud to say that we've consistently performed above that level. In a few minutes, we'll provide you some of the new innovation that we have in store for fiscal 2021 as we seek to build upon this success. As we've discussed previously, Frozen is an increasingly important domain for consumers, especially in today's environment. For the fourth quarter, total Conagra Frozen retail sales grew 26.2% over last year with strong growth across each Frozen category, including single serve meals, vegetables, multi-serve meals, and plant-based meat alternatives. And as Slide 13 shows, as we grew, we also gained share in the important Frozen Meals category during the quarter continuing a trend we've seen for some time now. The Conagra Way playbook continues to pay off. And while the trends have remained strong, there's even more opportunity particularly in frozen vegetables. Birds Eye faced some unique dynamics in the quarter. As I said earlier, the category remained extremely relevant for consumers. We continue to see robust demand for frozen vegetables and our retail sales up 26.5% during the quarter. Importantly, Birds Eye holds the top position in category share and has 2 times the share of the next branded player. Given the incredible surge in demand we experienced during the fourth quarter and our number one brand position, we hit a ceiling on capacity. Furthermore, we made the decision to temporarily close a plant during the quarter due to COVID-19, which further constrained capacity. The good news is the plant is safely back up and running flat out. In addition, we've made the strategic decision to bring on more external partners to fulfill demand and rebuild inventory. These investments in our supply chain will allow us to efficiently meet the elevated demand we're seeing today and expect to see going forward. This is an important example of that investment, and I will expand on this in a few minutes. Turning to Snacks, recall that our Snacks business over indexes to convenience stores, which saw softer traffic due to COVID-19 during our Q4. Also, the Seeds category was impacted by the postponement, and in many areas of the country, cancellation of baseball and softball season. Baseball and Seeds go hand-in-hand and the lots of these opportunities had a negative impact on the category. Even despite these discrete headwinds, the Snacks business delivered a terrific 20.1% year-over-year growth and a 26.4% growth on a two year basis. And on Slide 16, you can see our performance in Staples, a category that is more relevant than ever before. Our total Staples business grew an incredible 46.3% for the quarter. The six brands to the right are our largest Staples brands, accounting for over 50% of our Staples sales at retail pre-COVID and each experienced considerable growth in the quarter. These businesses are proving to be a distinct benefit to our portfolio. But while we're pleased with our results for the quarter and the year, we are particularly excited about what the quarter has taught us about the opportunity that lies ahead as consumers have shifted their behaviors and eating habits. Slide 18 shows some of the key ways in which we're seeing consumers’ behavior shift in response to COVID-19. Many consumers are rediscovering the enjoyment associated with at-home eating, whether it's making fun baked goods, cooking with the family or enjoying a movie night with some snacks. Numerous consumers are also discovering new things about food during this time. Many are learning how to truly cook for the first time or discovering they can recreate restaurant favorites at home. We believe that many of these activities have staying power and are likely to persist even after a post-COVID world in whatever new normal we settle into. We also believe our broad and refresh portfolio of innovative products is best suited to meet consumers’ needs as they engage in these food behaviors. And Slide 19 shows the strong growth during the quarter across our iconic brands, demonstrating how well suited our portfolio is to meet these behaviors. Our ability to meet the changing consumer needs is balanced across our three domains. Slide 20 shows how household penetration grew during the quarter in Staples, Snacks and Frozen. And as we've been able to modernize and innovate our iconic brands, we are attracting younger consumers. Slide 21 shows that new consumers to our brands over indexed in the younger millennial and Gen X market segments. Driving new trial is always a key focus for us. The investments that we've made over the past five years in updating our food with bold, on-trend flavors and modern food attributes were premised on the belief that if we can get people to try our food, they will come back for more, and that is exactly what's happening. Slide 22 shows the continuously improving repeat rates from consumers who tried our foods for the first time in March, when the pandemic really started to accelerate in the U.S. The improved repeat rates are broad-based across many of our iconic brands. Importantly, when we attract new triers to our brands, they are coming back to purchase again more often than they did a year ago. It's worth noting that this trend holds true for the big three pinnacle brands, validating our work over the last 12 months. As Slide 24 shows, we're not just seeing an increase in repeat buyers, but we're seeing an increase in the frequency at which they return. Customers are not just coming back for more, they're coming back time and time again. And looking to the strength of our trial and repeat results on an absolute basis, we are outperforming our peers in terms of new trial. Let's take Frozen as an example. Slide 25 demonstrates how our Banquet, Healthy Choice and Marie Callender's brands are leading frozen single serve peers in new buyer acquisition. And as Slide 26 shows, these new frozen buyers are disproportionately coming from the millennial and Gen X market segments similar to what we see in Total Conagra trends. And like the Total Conagra trends we discussed, not only are we attracting new buyers, but we're seeing higher repeat rates in our Frozen segment than our peers. Similarly, despite that supply constraints we face that I noted earlier, Birds Eye continued to lead its category in terms of both new consumers and repeat purchases compared to peers during the quarter. All of these trends have important implications for our value creation opportunity as we look ahead. We believe the dynamic environment in which we find ourselves provides a unique window of opportunity to maintain the current momentum, such that we maximize our long-term value creation potential. To make that possible we need to make investments focused on doing everything in our power to ensure the physical availability of our products. Instead of choosing to simply accept the elevated demand as transitory and focus on maximizing near term margins, we have chosen to bolster the long-term earnings potential of our company. We plan to accomplish this through investing in the key areas you see on this slide to include increasing capacity, both internal and external, innovation, inventory, e-commerce and safety. By investing behind today's elevated trial rates, we will build relationships with new consumers and maximize consumer conversion. The lifetime value of these consumers easily justifies these actions. Slide 31 shows some highlights of our fiscal ‘21 innovation slate. Some of these items began launching in Q4, and we will continue to roll out these new products throughout the year. Overall, we are confident that the investments we're making will produce strong ROI. They will also maximize our long-term value creation and ultimately shareholder value. Turning to our guidance on Slide 32, we know that you would like as much information about our expectations for the year as possible. Given the very dynamic nature of the external environment, forecasting the full year right now is more difficult than normal. As of today, therefore, we're providing Q1 guidance. We hope that when we report Q1 results, we will be in a position to give you a further update on our outlook. While we don't expect the next few months to drive as much change as the past few, we expect to know a lot more by then. Dave is going to go into more depth regarding the guidance. So I'll just hit the highlights here. During the first quarter of fiscal 2021, we expect to deliver organic net sales growth of 10% to 13%, adjusted operating margin of 17% to 17.5%, adjusted EPS of $0.54 to $0.59. As I said earlier, we remain on track to reach our fiscal 2022 targets outlined on this slide, as well as our de-leveraging ratio. With that, I'll turn it over to Dave.
David Marberger:
Thanks, Sean. And good morning, everyone. Before I discuss the details of the quarter, I want to take a moment to wish you all well. I hope you and your families are continuing to stay healthy and safe. I'll kick off this portion of the call by pointing out a few highlights for the quarter and the full fiscal year, which are captured on Slide 34. Overall, we're very pleased with our performance for Q4 and the fiscal year. As Sean discussed earlier, in the fourth quarter, the COVID-19 pandemic led to unprecedented demand in our retail businesses, which more than offset the softer food service demand. This increased retail demand, combined with our strong execution, enabled us to exceed the most recent full year fiscal '20 guidance for total company sales, profit and free cash flow metrics. The key takeaways for Q4 and fiscal '20 are
Sean Connolly:
Before we open up for Q&A, I'd like to say a few words about diversity and inclusion at Conagra. We are deeply saddened by the recent events we've seen unfold across our nation. It's heartbreaking and unacceptable that racism and racial injustices continue to exist around the world. Our goal at Conagra is to work together in a constructive manner where everyone has a voice and has the opportunity to be heard. D&I is not only part of our value system at Conagra, it's a business imperative. We serve a wide cross section of the population and therefore it makes clear sense our organization represents the consumers we serve. D&I has always been a focus for Conagra Brands. But like many others we can and will up our game. We are working with an external diversity and inclusion consultancy to help us identify specific opportunities that will have the most impact. We're also hosting listening sessions with employees throughout the organization. Overall, we are determined to be part of the solution and we look forward to continuing to share reports of our progress along the way. Thank you. Now let's open it up to Q&A.
Operator:
[Operator Instructions]. Our first question comes from Andrew Lazar with Barclays. Please go ahead.
Andrew Lazar:
I wanted to start off if I could with the company's reaffirmation of its fiscal ‘22 targets. Specifically, while I understand certainly the rationale for perhaps not yet providing full fiscal year ‘21 guidance, the fact that you're comfortable reiterating fiscal ‘22 EPS means at least to me that there should be some good progress in ‘21 versus ‘20 to be able to achieve ‘22 guidance in a reasonable way where I guess not all of the EPS growth needs to come-in in ‘22 versus ‘21, if you see what I'm saying. So, any perspective you can add around that, whether I'm thinking about that in the right way even though I understand not providing specific guidance for this fiscal year?
Sean Connolly:
Yes, sure. Andrew. Here's how I think about this. Clearly, since nobody can accurately predict what will happen with COVID and the range of outcomes is very wide, calling ‘21 with any accuracy is virtually impossible. But when you step back and you look at where we landed in ‘20, if you look at the momentum of the business, the continued elevated demand, the new triers, the very strong repeat, and synergies remaining on track, our view is that it would be hard to argue that we're not on a path to the ‘22 targets. And the real question for us is just kind of, you think about our prepared remarks today on trial and repeat is whether these dynamics that we're seeing currently offer incremental long-term upside beyond our ‘22 algorithm. Obviously, we're not going to comment on the longer-term algorithm, but certainly, these are positive markers, and we have elected to invest behind that option for lack of a better phrase.
Andrew Lazar:
That's helpful and that's a good segue into my follow up, which is, certainly appreciate all of the data and the metrics on trial, household penetration, repeat rates and the like. And of course, none of us have a crystal ball regarding where consumption and growth rates for many of your key categories ultimately settle out. But in light I guess of the metrics you have discussed, I mean, would it be your expectation that for some of your key categories Conagra should see an elevated rate of growth versus let's say pre-COVID for a more prolonged period of time? The investments that you discussed on the call with respect to incremental capacity and such would seem to support that thought process, but again wanted to hear it from you and get some clarity.
Sean Connolly:
Yes. I think the phrase I used earlier was, we see this as a unique window. Something is happening that is above and beyond what our normal marketing programs would do. COVID has introduced this dynamic where, as you saw on the slides earlier, consumers are legitimately rediscovering certain things in their house whether it's their kitchens, their freezers, being together and they like it. They're also discovering that some of the things that they thought existed actually have changed quite a bit. So, for example, the quality of frozen food. And as you know, we've spent the last five years dramatically transforming our products. So, you put both of those things together, and there is clearly an element of pleasant surprise that consumers have when it comes to cooking at home. And given the tremendous value proposition of cooking at home and that we are in a recessionary environment, it's entirely plausible that these dynamics persist for some time, especially with the news changing hourly on COVID and what's happening with positive cases. And we believe that once people try our products, this data supports that we stand a very good chance they'll come back again and again and again. So, we are investing today in order to maximize long-term value creation potential of this portfolio and really seize any option that there is further upside beyond our current algorithm.
Operator:
Our next question comes from Ken Goldman with JP Morgan. Please go ahead.
Ken Goldman:
I think I need to check what was in my smoothie this morning, because on Slide 31, I thought I saw a unicorn llama wearing sunglasses on a box of Act II, that I must be hallucinating.
Sean Connolly:
You did not, llamas are hot.
Ken Goldman:
I didn't know that.
Sean Connolly:
As is Act II Ken, you probably may not have known that either. Act II is on fire.
Ken Goldman:
I didn't know that until I saw your slide. So, I appreciate that. A couple of questions from me if I can. And Dave, you may have answered this when you talked about not being clear on the timing of the inventory rebuild. But in your first quarter organic sales guidance, is there any benefit baked in there from an inventory load by retailers or is that sort of what you expect consumption to be as well roughly?
David Marberger:
Yes. So, Ken, you saw in Q4 we shifted consumption everywhere except Refrigerated & Frozen, that was really driven by Birds Eye. In this environment, it is difficult to predict exactly when retailers are going to build inventories. And so, as we put our Q1 guidance together, clearly it started with the [indiscernible]. We try to make some assumptions on will there be additional shipments to build inventory, particularly in Frozen. But again it's -- in this environment, it's difficult to predict just given the significant demand that's still there.
Sean Connolly:
Just to comment on that, Ken, just more broadly. Retailers are at some point going to rebuild inventories I would imagine in all their categories. And if you think of in the last several years, the focus on on-time and full was the focus we've talked about recently with retailers putting more facings against high velocities, retailers paid out of stocks. So, that is not going to change. And at some point, I would imagine that inventory levels would revert to kind of historical norms. The question of course, is when will that happen? Because, the way that happens is one of two things or both have to happen. Either demand has to slow or capacity has to increase. We've seen demand slow recently, but it's still at very, very high levels. You also heard me talk about how we are making investments to increase capacities but there's an upper control limit to how we can do that. So, for the foreseeable future, in the near term, we are running flat out and much of what we make and leaves our plant is going straight through to the consumer. When that slows down and the inventory levels build back is one of the wildcards that’s virtually impossible to predict. And while, I've got you, since you raised Act II, I want to link your question on Act II, back to Andrew's question which is, will any of what we're seeing now persist? Interestingly, one of the things that you're seeing now and you're reading about now is movie studios are going to direct release at-home, on-demand. And there's some questions around what's going to happen with movie theaters going forward. As that happens, people will be watching movies as a group at home at a level we probably have not seen before. We're already experiencing this. And the shift in our microwavable popcorn business has been dramatic, reflecting that new behavior. That could very well be a persistent thing, but it may depend in part on what the movie studios ultimately choose to do, but those are the kinds of things that seem to be logically tracking in our favor, but we need to see how long they persist.
Ken Goldman:
Okay, that's helpful. Thank you for that. And then for my follow up quickly, we are hearing some rumblings in the trade that maybe retailers are considering getting a little more aggressive on pricing in the back half of calendar '20 just because of the -- obviously the economic environment. And maybe they'll ask some vendors to help out with that. But we're not seeing any hard evidence of this yet. I just wanted to know from your perspective, are you hearing about any increment -- any -- I could say, incremental pressure from your customers on that pricing front?
Sean Connolly:
Not really, Ken, at this point. And I would say it's probably a function of two things. Number one, our portfolio as you know has a very strong value segment to it. Brands like Banquet and other already offer extremely favorable value that is -- and historically have proven very resilient in a recessionary environment. The other piece of it too is that in many of the categories, you can think -- you continue to see out of stocks because the throughput is flat out and demand still exceeds that production availability, and therefore you only exacerbate that problem when you price promote in that type of a category. So I think it will be category specific. I will point out though that in our Q4, we did honor most of our promotional commitments and that's because those were longstanding commitments. We have a principle of not kind of backing out. But going forward, I would expect our average, Ken, prices may move north a little bit near term because we are likely to see less discounting price promotion activity. However, I wouldn't want you to take that as less retailer investment because it's more likely to be a shift in retailer investments really the profile of the retailer spend in the absolute level. So less discounting, more brand building, more new habit creation. To give you a specific example, a good example would be creating loyalty on our Frozen brands with millennials by making click and collect behaviors habitual, by increasing our e-comm spend with retailers. That's a positive constructive alternative in a supply constrained environment to more of a price promotional approach.
Operator:
Our next question comes from David Palmer with Evercore. Please go ahead.
David Palmer:
Thanks. Good morning. That fiscal ‘22 guidance, it's obviously closer than it's been before and it's also above consensus and it might be hopefully the first full year without this COVID issue. So related to that, what are the key one or two variables that you'll be watching and thinking about that would make the mid-to-high end of that guidance possible? And I have a follow-up.
Sean Connolly:
Well, I think the way I bring it up earlier is, we have momentum on the business and we are investing to maintain that momentum. And as we maintain that momentum, we have a very good chance of continuing to bring more households into our portfolio and then converting them to multiple time repeat purchasers. That's really the logic flow as to how you get right in the heart of that, that long-term top-line profile
David Marberger :
I would just add to that, just obviously the synergy number that we have, making sure that, that stays on track, we feel good about it, we're on track. We affirmed it again. But making sure we deliver that managing all our other core productivity programs to be able to offset inflation.
Sean Connolly :
That recall was got us a long way there on the bottom line side of the long-term algorithm. That alongside the additional volume and any operating leverage associated with, it's obviously a good thing for our portfolio.
David Palmer:
And then just to follow up. The free cash flow conversion of earnings, obviously that relationship of CapEx to D&A, but how do you see that in ‘22 free cash flow versus that earnings target?
David Marberger:
I mean we had guided to greater than 95%, I think was our guidance. And that again shouldn't change. I did comment that as it relates to fiscal ‘21, because we finished fiscal ‘20, with very strong free cash flow and some of that was timing, right? So it was about $350 million of benefit that we received in Q4, due to basically inventory working capital benefits and some timing on tax payments that's going to flip into fiscal ‘21. So when you look at ‘20 versus ‘21, you're going to see a super high conversion in ‘20 that's going to come out in ‘21 for the $350 million, but ‘22 we should be back in balance.
Operator:
Our next question comes from Nik Modi with RBC, please go ahead.
Nik Modi:
Just two quick questions from me. When you think about the guidance that you provided for the estimated quarter, I am just curious if you could provide some perspective on how you're thinking about the demand? And I asked this only because obviously in recent weeks -- recent days, the case surge is really massive in very populous states, which I reckon would probably reaccelerate some of the at-home food consumption as the reopening slows. So I just want to get perspective on that? And then Sean maybe you could just provide some kind of perspective around innovation timing and how things are shaping up with retail in terms of the next weeks and just kind of how you're thinking about your innovation flow over the next six months or so? Thanks.
Sean Connolly:
Sure. On the first piece, if you go back to the beginning of this thing, Nik, what happened was we had this massive initial surge, right, with pantry stocking and alike, and that went a long way toward kind of depleting our inventories and really starting to deplete customer inventories. Since then, while we haven't been at the level of that initial surge, demand has been extremely high. So, we've got categories where we've hit the ceiling where we're just flat out, we've got categories where we've made some early progress and starting to kind of catch up. But with another surge, that's just going to put more strain on it. So we are focused. It's interesting that we're typically focused on optimizing demand. And now we're in this environment where we are really heavily focused on optimizing supply because we're really up against it. And that has been the case in the early days of our Q1 look and if you look at the scanner data, it’s been pretty strong. And that's all previous news of these upticks. So we've got to monitor it. We're doing everything in our power to add additional capacity so that we can protect the upside to the best of our ability, but it is going to be strained near term. And we are investing to make sure that, that happens. Did you have anything else to add on that point, Dave?
David Marberger:
Yes. Just briefly, for organic net sales, we do expect strong growth from the domestic retail businesses. So as Sean said, and you see in consumption, just to get a little color on the other segments, International is going to be relatively flat. We had a really strong Q4. We don't expect to see the organic net sales growth in Q1 to that level and then continued declines in Foodservice like we saw in Q4.
Sean Connolly:
Now with respect to innovation, let me before I comment on forward-looking innovation, you can see the whole perspective on Q4, because recall at CAGNY we had talked about how some of our customer base had moved up their shelf resets in Frozen, and I'm sure many of you are curious what happened with that with respect to COVID hitting? Well, you may be surprised to learn that the vast majority of our customers proceeded as planned in Q4 with their earlier Frozen resets. And that's good news. We see our exciting fiscal ‘21 innovations on the shelf and they look great and we are hustling to try to keep them in stock because they're obviously getting good trial. And also with respect to Q4 innovation in total, which includes the innovations we launched earlier in the year, Q4 innovation was up over 25% versus the prior Q4. And it definitely had some benefit in it versus the prior Q4 shipments of the following year's innovation coming a little bit earlier and that's because of those Frozen shelf resets that we talked about. But the reality is, despite what you've heard about us do reduction to maximize throughput, and things like that, we have continued to have strong favorable reaction from our retailers on our new innovation. And we continue to feel super strong about the slate we've got out there and expect it to perform well this year. As you've seen in the last few years, every year's innovation has outperformed the prior year’s for the last several years. And there's no reason to expect this year wouldn't continue albeit we have a few more wildcards that we are dealing with than in previous years
Operator:
Our next question comes from David Driscoll with DD Research. Please go ahead.
David Driscoll :
I wanted to start off with the Grocery & Snacks and the Frozen & Refrigerated, Slide 9, Sean, you got a nice metrics here. But what I want to get your impression of is the -- you've made a comment repeatedly for years that your expectation is that Frozen is going to be just a critical area of growth in the grocery store. When we just look at these 4Q results, obviously heavily affected by COVID, right, the Staples piece is growing much, much faster than Frozen. There's that initial stock up that's going on in there. What I was hoping you could do is just explain how you thought Frozen would grow relative to that of Staples on a go forward basis. Should Frozen be half as much as Staples as we see almost in this graph or should Frozen on a relative basis begin to be much stronger after we've kind of cleared through that first stock up that occurred in March, April?
Sean Connolly:
Well, the Slide 9 that you referred to is actually pretty consistent with what I would expect having been in and around staples products for a lot of my career. Whenever you see any kind of crisis hit, people will load their dry goods pantry, which has a tremendous amount of holding power. And actually you tend to see more of a pantry load dynamic there, because of the holding power of the pantry relative to the holding power of a freezer. Most freezers are actually incredibly limited in space and that's one of the governors that you see on Frozen. Interestingly, one of the things we didn't put in the deck is the sales rate of standalone Frozen freezers, if you had gone to a Home Depot or a Best Buy in the last few months in search of a freezer, you would not have been able to find one. So clearly consumers are recognizing there's a limit to what they can fit in their freezer. I know in my household, we were frustrated, because we get to the -- you go to the store on a day of shipments came in, you want to buy stuff, but you had nowhere to put it because your freezer was full. So that's the governor you have there versus staples. That said while I might expect the two to converge, more going forward. Staples, what you see in the staples space is a super value proposition. So Chef Boyardee -- and this may be more of a function of what does the consumers’ household balance sheet look like going forward? How long does the recessionary environment persist? Items like Chef are a tremendous value proposition and that kind of environment should continue to perform well. Furthermore, if people are learning to cook again and cooking from scratch, a lot of the staples products we have like PAM cooking spray or our beans business or our tomato business ought to remain elevated. And these are the kinds of things you can use in multiple recipes throughout the week that are different recipes as opposed using the same thing again and again. So I'm not going to try to forecast how these will perform relative to one another. The key point we wanted to make today is that all three of our consumer domains have been elevated and are enjoying this notion of rediscovery and discovery that I talked about.
David Driscoll:
That's helpful. Dave, I just wanted to follow up on SG&A. In the fourth quarter as a percent of sales, if the SG&A was down significantly versus kind of what the churn rate that we had seen in the prior few quarters, what do you expect on a go forward basis? Can you get that SG&A as a percent of sales to continue to be reduced for the next bunch of quarters? Any color there? I mean I know you're not giving exclusive guidance but just any color on how you're thinking about SG&A as a percent of sales? Very helpful.
David Marberger:
Sure, Dave. So at a high level, obviously a lot of the synergy that we're getting from Pinnacle is SG&A. In fact, more than half of the synergy to-date has been from SG&A. More will come in cost of goods sold moving forward. So that is starting to work its way in quarter by quarter into our actual results. So as I look to Q1, because we gave specific margin guidance in Q1, a big part of the operating margin improvement versus the prior year is actually because of the leverage on SG&A. So the 17% to 17.5%, a good amount of that improvement is the SG&A leverage. Gross margin, there is a lot of puts and takes with all the different costs, so there would be more moderate improvement there, but it's mostly SG&A. So we start seeing that leverage in a bigger way starting in Q1. And you'll continue to see leverage going forward. I'm not going to give you specific numbers but that's the color for Q1 for SG&A.
David Driscoll:
But the leverage does continue even if you don't give exact numbers. You're confident that the leverage continues in the following quarters.
David Marberger:
Yes, obviously it depends on sales, right? But yes, we book the SG&A costs out and we're going to continue to see that benefit.
Operator:
Our next question comes from Robert Moskow with Credit Suisse. Please go ahead.
Robert Moskow:
Actually a couple. I think, talking to investors, a lot of the controversy around Conagra does still revolve around this long-term EPS range because it is so much higher than your fiscal '20 results. And I was wondering in August, when your proxy gets published, do you think is that a peak at the three year cycles for fiscal '20 to fiscal '22 and the EPS target that's in there for executive compensation. Because I think that would give people a better sense of how management is being incentivized in relation to the target that you've given us. I think that'll be the first cycle that we'll get to see how executive comp is related to that range. Is that a fair assessment?
Sean Connolly:
Yes. Rob, the way I'd respond to that is, big picture, our Board has a very strong pay for performance philosophy. As such, the targets in our incentive programs are anchored in our annual and long-term financial plans and consistent with the guidance that we provide to investors. So with respect to the 2020 proxy, we expect our disclosure to mirror that of past years. We will provide details on the fiscal '20 to '22 program overall, including the growth CAGRs that are in the program. And you'll see that management and shareholder interests are aligned with respect to the ‘22 numbers.
Robert Moskow:
And a quick follow-up. I remember last year there was a lot of inventory deloading in the Frozen section related to the shelf resets. Given what you've said now about the resets being done, are there going to be any kind of inventory reload in first quarter and is that part of your guidance or is your guidance really related to consumption and consumption will reflect shipments?
Sean Connolly:
I think, near term Rob, we're playing catch up. We're trying to keep up with demand, or have continued to come in and inventories have been depleted and it varies obviously by category. So as long as demand remains elevated, it's more of a flow-through to consumption in pantries I think than a rebuilding an inventory. Now that is going to vary by category because you don't see the same level of pull category by category. So you can almost model out categories with kind of more muted pull or probably rebuilding inventories categories were pull remains extremely strong. We're probably continuing to run flat out and scanning a lot of what we're producing.
Operator:
Our next question comes from Bryan Spillane with Bank of America. Please go ahead.
Bryan Spillane:
Hi, good morning, everyone. So just two quick ones and I might've missed it, but Dave on capital spending for fiscal ‘21, given I guess what some of the commentary that's been made about investments, even if you can't give a pinpoint number directionally, would it be close to what it's been historically? Or is it going to be higher than normal this year?
David Marberger:
Bryan, I did not mention it specifically, but as we look to fiscal ‘21 based on the investments that Sean outlined, particularly investments to shore up capacity and supply, we will be increasing our CapEx. Right now our estimate is that we'd be about a $100 million above where we landed fiscal ‘20 in terms of CapEx.
Bryan Spillane:
Okay, great. Thanks. And then maybe Sean, as a follow-up to Rob Moskow's question about incentive comp, just can -- have you made any adjustments in with maybe frontline employees or just organizationally to focus more on being in stock, keeping up with demand I think as you phrased it before versus having to previously really trying to stimulate demand. So I am just trying to understand, if you've had to kind of change the incentive mix a little bit to just ensure that you're going to be -- get the CapEx projects happening on time and really improving service levels?
Sean Connolly:
Well, our short-term -- for our salary employees our short-term incentives is really a function of sales, profit, and cash flow. And employees are incentivized very clearly to maximize those. In the last quarter the real focus area for us has been in our facilities. It's been in ensuring the health and safety of our employees because we've got to keep our plants running and then also honoring those employees for being such heroes during this intense COVID period on the frontlines. And we have made investments behind our frontline employees to honor them accordingly. So that's really what's been in place. And as I mentioned earlier, I couldn't be more pleased with just this incredible refuse to lose attitude that we've seen, especially on the frontline.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney:
Great, thank you. So as a reminder this call has been recorded and will be archived on the web as detailed in our press release. The IR team is available for any follow up discussions anyone may want. So thank you for your interest in Conagra Brands.
Operator:
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator:
Good morning and welcome to the Conagra Brands third quarter fiscal year 2020 earnings conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today’s presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney from Investor Relations. Please go ahead.
Brian Kearney:
Good morning everyone. Thanks for joining us. I’ll remind you that we will be making some forward-looking statements during today’s call. While we are making those statements in good faith, we do not have any guarantee about the results that we will achieve. Descriptions of the risk factors are included in the documents we filed with the SEC. Also we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales, refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The reconciliations of those adjusted measures to the most directly comparable GAAP measures can be found in either the earnings release or in the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. Finally, we will be making references to total Conagra brands as well as the legacy Conagra brands. References to legacy Conagra brands refer to measures that exclude any income or expenses associated with the acquired Pinnacle Foods business. With that, I’ll turn it over to Sean.
Sean Connolly:
Thanks Brian. Good morning everyone and thank you for joining our third quarter fiscal 2020 earnings call. On behalf of Conagra Brands, I want to start by expressing my heartfelt hope that you and your families are staying safe during this unprecedented time. Today I’m going to address two main topics
David Marberger:
Thanks Sean, and good morning everyone. I hope you and your families are all staying healthy and safe. Before I get into the details, I want to remind you that Q3 has been the first full quarter following the anniversary of the Pinnacle acquisition. As a result, Pinnacle’s full quarterly results are now reflected in our organic figures. I’ll start my remarks this morning by calling out a few highlights from our performance for the quarter, which are outlined on Slide 23. As Sean discussed, our Q3 performance was consistent with the expectations we provided at CAGNY. This included broad-based category softness early in the quarter and a return to consumption growth in February prior to the covid-19 related surge in demand. I’ll unpack these results further in the slides to come, but overall for the third quarter, reported net sales were down 5.6% versus the same period a year ago with organic net sales down 1.7%. The organic net sales decline was in line with the updated expectations that we provided in February. Adjusted gross profit decreased 10.5% and adjusted operating profit declined 8.9%. We continued to operate efficiently from an SG&A perspective, capturing strong synergies. Adjusted EBITDA, which includes equity method investment earnings and pension and post-retirement non-service income, decreased 7.1% in the quarter, and adjusted diluted EPS decreased 7.8% to $0.47 for the quarter. Again, this was in line with our updated expectations. Let’s jump into net sales a bit more. Slide 24 depicts the 5.6% change versus the same period a year ago. As you can see, the broad-based category softness that we discussed at CAGNY drove our volume down 1.3%. Also, our price mix was unfavorable 40 basis points as we continued to support many of our brands with incremental promotions. As I mentioned on prior quarterly calls, we expect that our year-over-year change in retailer investments to be much smaller and less material in the second half of fiscal ’20 and beyond, now that this type of spending is in our base. As a result, we will no longer be breaking out that bridging item and will return to our historical approach of showing just the impact of price mix overall. Moving to Slide 25, you can find our sales summary by segment. In the quarter, organic net sales for the grocery and snack segment decreased 3.6%. The snacks business continued to perform well; however, this segment was negatively affected by weather with a warmer than normal winter this year stacked against an abnormally cold prior year. On a reported sales basis, divestiture activities subtracted 5.9%. Organic net sales for refrigerated and frozen increased 0.3% as the frozen business continued to perform well behind the recent innovation launches. Importantly as Sean mentioned, we saw frozen meals continue to gain share at an accelerated rate in the quarter. The strength in the frozen business continued to be somewhat masked by declines in the refrigerated business. Turning to our international segment, quarterly net sales and organic net sales for this segment decreased 3.2% and 1.9% respectively. Throughout the quarter, the segment continued to benefit from the growth in the Canadian snacks business and frozen businesses. Recall that earlier this year, we said that the business in India had a transitory headwind that would rebound in the second half, and that is what we saw in Q3. These benefits were more than offset by economic challenges, primarily in Mexico, and certain planned value over volume actions. Net sales for the food service segment decreased 8% in Q3 while organic net sales decreased 2.2% as divestitures subtracted 5.8%. The organic net sales decrease was driven by volume declines of 4.6% as a result of soft industry traffic trends early in the quarter that were partially offset by a 2.4% improvement in price mix. Turning to Slide 26, you can see the adjusted operating bridge for the quarter versus the prior year. As I mentioned on our second quarter call, input cost inflation did start to increase in Q3. In the quarter, inflation was just over 3% which translated into a 240 basis point headwind to margin. Importantly, however, our gross margin expansion levers, such as realized productivity, pricing, mix and synergies, continued to be effective in Q3. The increased promotional support in the quarter partially offset these benefits, resulting in a 90 basis point improvement in gross margin. A&P had only a modest impact on margin in the quarter, while reduced SG&A spend benefited our operating margin by 100 basis points during the quarter. Slide 27 highlights the significant progress that we’ve made to date on our overall synergy capture from the Pinnacle acquisition. In Q3, we realized $33 million of incremental synergies, bringing our total synergy capture through the end of Q3 to $145 million. We remain on track to achieve approximately $180 million of synergies by the end of fiscal ’20, with $20 million being reinvested into longer term business opportunities. We also remain on track to deliver our total synergy target of $305 million, again with $20 million of that being reinvested into longer term business opportunities. Turning to Slide 28, you will see an outline of our adjusted operating profit and operating margin for the third quarter. Our adjusted operating profit decreased 8.9% in Q3 and our adjusted operating margin came in at 15.7%. Across our segments, realized productivity and cost synergies benefited our operating profit in the quarter. These benefits were more than offset by the impacts of higher input costs, lower organic net sales, inventory write-offs, and lost profit from divested businesses. Slide 29 outlines the various drivers of our Q3 adjusted diluted EPS from continuing operations. In Q3, our adjusted diluted EPS of $0.47 decreased by $0.04 compared to the same period a year ago. The decrease in adjusted operating profit and higher tax rate during the quarter more than offset the benefit from improved pension income and interest. Slide 30 summarizes Conagra’s net debt and cash flow information. I’m sure that our perspective on the balance sheet and liquidity are top of mind in these uncertain times. I’ll start by reminding you that we have made significant progress towards our deleveraging and free cash flow targets in recent quarters. Since the closing of the Pinnacle acquisition through the end of Q3, we have reduced total gross debt by over $1.5 billion, improving our balance sheet and the overall health of our business. With respect to Q3, we reduced debt by $450 million while our net debt balance at quarter end was $9.9 billion and the net debt leverage ratio was 4.8 times. At the end of the third quarter, our average debt maturity was approximately 8.8 years, our weighted average coupon was approximately 4.7%, and approximately 92% of our total debt was fixed. Free cash flow year to date is $641 million, marking an improvement of over $100 million against the same period last year. We remain on schedule with our deleveraging targets and are confident we will achieve our fiscal ’21 leverage target of 3.6 to 3.5 times. Overall, we remain confident in the strength of our balance sheet, and we have many options for maintaining liquidity. First, we ended the quarter with $99 million of cash on hand. We expect stronger cash flows in Q4 due to the normal seasonality of our business and because of the increased retail demand we’re experiencing in light of covid-19. Our capital allocation priorities remain constant. We are committed to maintaining our dividend, deleveraging, and maintaining a solid investment-grade credit rating. Along these lines, we anticipate deleveraging further in Q4 of fiscal ’20. In addition to cash flow from operations, we also have a $1.6 billion fully undrawn revolving credit facility. During certain months of the year, we issue commercial paper against this revolver to fund working capital needs. We did not need to access the commercial paper markets during Q3 and we don’t anticipate needing access during the rest of Q4. Given our strong cash flow and borrowing capacity, we have many options available to fund upcoming debt maturities in August and October. At CAGNY last month, we discussed that we continued to explore smart divestitures that can help sculpt top line performance and generate cash flow to support deleveraging. By smart, we mean ensuring that any potential divestiture will deliver a valuation that exceeds our intrinsic value. In this environment, our brands are growing and playing an important role for consumers, and they are generating sales and cash flow in excess of historic levels. While we continue to evaluate portfolio actions, we do not feel pressure to pursue any divestitures that are not value creating. Now recognizing that our new guidance isn’t specific, I want to give you some color on what we do know and what we don’t know at this point. What we do know is that our retail businesses have seen accelerating shipments. In our domestic retail business, which is about 80% of total company sales, total fourth quarter to date shipments have increased approximately 50% versus last year, similar to the most recent consumption data. Internationally, the impact has been a bit mixed with the Canada retail business seeing increased demand but some softness in global exports. All told, quarter to go retail shipments are difficult to predict given the wide range of possible outcomes. Just as the retail businesses are seeing a surge in demand, our food service business, which is about 10% of total company sales, is beginning to experience the negative impact of the covid-19 situation. So far in Q4, food service shipment declines have accelerated and trends imply a Q4 organic net sales decline that could be in the range of down 50% to 60% versus last year. Turning to profit, as you would expect, we believe that the significant demand surge in the retail businesses, which are the vast majority of our sales, will positively benefit profit versus our prior guidance. We also expect that the mix of sales and operating leverage of the increased volume will benefit gross margins. Just how much is too speculative to forecast at this time as we are also increasing investment where needed to ensure we support the surge in demand. We are incredibly proud of the investment we are making in the supply chain to meet demand. Not only are we investing at needed to meet customer orders, but we are providing direct financial support and recognition to our people and communities. I’d now like to turn to our fiscal ’20 guidance on Slide 33. It was just a bit over a month ago that we shared our updated fiscal ’20 guidance and, as we told you at CAGNY, we were already seeing improving trends in our categories, giving us confidence in our ability to deliver those updated results. However, as a result of what I just discussed about Q4 to date, we are now unable to forecast Q4 with specificity but we can say that we expect to exceed the full year guidance on all sales, profit and cash flow metrics. Although this situation remains highly dynamic, we now see upside to the guidance we provided due to the quarter-to-date surge in consumer demand and the related sales and profit impacts. What we don’t know is how long the impacts of this pandemic will last, nor do we know exactly how consumers will continue to adapt to the situation in the immediate term or in the longer term as we move into fiscal ’21. As Sean mentioned earlier, our portfolio is well positioned to meet this increased consumer demand and our team is focused on working with customers to make sure that orders and shipments remain uninterrupted during this time of need. As long as our strong execution continues and there are no other material disruptions to our ability to provide products safely to our customers, we expect to exceed our fiscal ’20 guidance across all sales, profit, and cash flow metrics. Thanks for listening everyone. That concludes my remarks. Sean and I are happy to take questions. Tom McGough and Darren Serrao are not joining us today as we wanted to minimize the number of speakers, since we are managing this Q&A from different locations this morning. I’ll now pass it back to the Operator.
Operator:
[Operator instructions] The first question will come from Andrew Lazar with Barclays. Please go ahead.
Andrew Lazar:
I’ve got two questions, if I could. First, Sean, I wanted to dig in just a little bit on your comment around the potential maybe over a longer period of time for some stickiness, maybe, in light of the very significant, unanticipated trial that you and a lot of your peers are getting in relation to the current crisis. Is there any data, maybe, that can add a little context around this? I know it’s early, but maybe from some of your panel data that you track around some of the increases in either household penetration that you’ve seen, with some of the quality enhancements you’ve done particularly in the frozen space, maybe what some of the repeat rates look like or the ability to gain some of the new trialers that might not have, let’s say, tried this product in the last several years or so? Any perspectives there would be really helpful, and then I’ve just got a follow-up.
Sean Connolly:
Okay, sure Andrew. Let me tackle that. The concept you’re raising is that because we’ve got this crisis situation and people are eating much more at home and not away from home, products like ours are getting levels of trial that were not anticipated and that could turn into consistent users over time as that trial converts to repeat. I would tell you that makes sense to me, both intuitively and in terms of the very early data we’re beginning to see. There has been a massive amount of transformation in our categories in the last five years, frozen in particular. It doesn’t even closely resemble the category that it used to be. The quality of the food is in a completely different place and we’ve seen consumers so far who have tried that new food respond extremely favorably to it, and large established brands that had long been forgotten are growing strongly again. Now because of this crisis situation, people are at home. As you know, everybody can see it, they’re stocking up and they’re stocking up with foods of all kinds, across all temperature states including categories like frozen, so just logically we know we are getting higher levels of trial here during this phenomenon. In terms of data that backs it up, quite frankly it’s just too early to point to a lot of data points. The one place I can tell you that we do look, that tends to be a leading indicator, is ecommerce. In the world of ecommerce, what we are seeing is that we are reaching a large number of new triers that we had not reached previously. Now, as you think about how that might convert to repeat, you all are probably accustomed to looking at national average repeat rates. Repeat rates will vary depending upon the user, so early adopters, super heavy users will have higher repeat than light users. When you get new triers like this, you tend to be getting lighter users, so it may not be the kind of repeat rates we get from super heavy users, but the point of all of this is it should help categories like frozen, it should help some of our other categories that people may have forgotten about, but it’s just too early to quantify the impact of that. I would also tell you that we do expect as this thing gets behind us that we’ll see a return to people eating out. Americans love their restaurants, they love to eat out, and obviously the food service space is hurting badly right now, and so we’re rooting for that side of the business to bounce back as well.
Andrew Lazar:
Great, thanks very much for that. Just a quick follow-up. On the margin and profitability side, I just want to make sure I heard it right, it sounds like you’ve got a number of puts and takes. On the positive side, of course, all of the increased volume leverage that’s coming through from running at very high levels of utilization and whatnot, maybe some of the--if there’s a reduction in assortment and focusing on the longest run length SKUs to maximize output and things like that, I would think would be on the positive side of the ledger. On the other hand, there are some increased costs, as you’ve talked about, whether it be for employee benefits and things like that, and just the simple inefficiencies of maybe running at, you know, whatever - 100% utilization and such. It sounded like you may not know the exact magnitude in the way it all comes together, but that the balance of those things, at least of what you’re seeing so far, are more to the positive than the negative. I just want to make sure I heard that right. Thanks so much.
Sean Connolly:
Dave, you want to take that one?
David Marberger:
Yes, I will. Thank you Andrew. You summarized it very well. I think right now, obviously with the volume we’re seeing in our domestic retail business, you do get benefits there from operating leverage, but fixed costs are fixed over relevant ranges, we’re always taught, and the significant volumes resulting in incremental costs that we’re incurring in the form of overtime, higher spot freight rates, expediting certain supplies, and then additional costs. When you net it all together and you factor in the significant declines in food service as well, we do expect an increase in gross margin year-on-year for the quarter but we didn’t want to give specificity around that.
Andrew Lazar:
Thanks so much, and stay well.
Sean Connolly:
You too.
David Marberger:
Thank you.
Operator:
Our next question comes from Ken Goldman with JP Morgan. Please go ahead.
Ken Goldman:
Hi, thank you for the questions. Two for me, if I can. One, I didn’t hear you mention this but I’ve been jumping around a little bit - forgive me. Can you talk a little bit about the shelf resets that were happening in May, what your current expectations are for those and how they might affect you? The second one is in terms of your promotional strategy, can you walk us through a little bit tactically how you can change some things, whether you want to pull back a little bit? It’s been such a big part of how you’ve driven some growth recently. I’m just curious how you think about that in this kind of environment. Thank you.
Sean Connolly:
Sure Ken. Let me try to tackle that. Dave, if I miss anything, by all means chime in. The priority right now is producing the maximum amount of food that we can possibly produce, and we are running our plants seven days, as you might imagine, to do that. We have pared back on some of our SKUs so that we can continue to serve the highest velocity SKUs. Keeping food in stock so that we can feed America is our top priority right now, as it is the priority of our retailers. That has caused us to reprioritize in terms of SKUs, and in the case of the innovation resets, I would tell you the word that comes to mind for me is fluid. We are hearing different things from different customers. Many customers, most customers are just trying to keep products on the shelf right now. Some customers, big ones have said to us that they want to continue with the shelf set timing; others had said we’re going to push that back a bit, just so we can ensure that we don’t have any complexity and anything going on at the store shelves that’s going to be a distraction from keeping products in stock. We are trying to respond to all of our customers’ requests so we can do whatever they want. In terms of our philosophy on innovation overall, it hasn’t changed. It is a central part of the Conagra Way that we’re going to keep building our innovation pipeline so it’s industry leading, and we’re very confident we’ve got that and we’re, as you know from CAGNY, incredibly excited about the innovation slate that lies ahead. How it flows into the marketplace now will probably be a little bit more customer by customer than all in a tighter window as we previously expected, but I think it will be good news overall because we’ll have the benefit of that innovation and the pipeline fill helping us next year. With respect to promotional activity, as you know, we’ve cut more promotions in the last five years than just about any company in food, as we pursue value over volume. We have gotten more aggressive in the last year, where we’ve seen competition act irrationally and we needed to defend our market share, but that has not been in a broad-based way. What I’d tell you on promotions right now is we’re honoring all the contracts we have in place, but the tactical dynamic is that we’re in daily discussions with our customers on how to help them meet the needs of their shoppers, and many customers are looking to pull back on promotions as they try to manage the basics of just keeping their shelves stocked. Running promotions can exacerbate out of stocks, which is clearly not their goal right now, so we’re seeing some cutback on that and that will just be more of a timing issue than anything else. Anything I missed there, Ken?
Ken Goldman:
No. I know you used the word fluid to describe the situation. I think that’s the understatement of the day, but thank you for that color, Sean.
Sean Connolly:
Great, thanks.
Operator:
The next question comes from David Palmer with Evercore ISI.
David Palmer:
Thanks. Just a follow-up on that. Where the retailers are not doing new shelf resets, what happens exactly? Are you just keeping some of the more standard items going that are really solutions, like the frozen vegetables, and holding off on the Gardein Healthy Choice power bowls that might have been coming, and that’s more of a back-to-school item? Then I have a follow-up.
Sean Connolly:
Well David, it’s customer by customer, so some customers at this point are articulating that they will move ahead as planned. We’ll see if that happens. Nobody really knows what tomorrow looks like or next week looks like, and right now everybody is literally trying to get as many items of all the foods they sell in stock. But if what they’re saying plays out, I think you’re going to see some customers take it sooner, some customers take it later, and it’s not as if those who take it later would be in a deficit position if this pandemic does not abate anytime soon, because as we’re seeing right up until today, the consumer pull remains extremely strong across the board.
David Palmer:
Then if there are any changes that you’re making in terms of your marketing spending or any sort of reinvestment from this period or that you’re planning in the next couple months, what are those changes? Thanks for those comments on service levels, that 90%. How differentiated is that in some of your key categories; in other words, are key competitors keeping up with you on that? Thank you.
Sean Connolly:
In reverse order, I don’t really want to comment too much on our competitors other than to say that I’m just incredibly proud of the food industry in general. I’ve spoken to my colleagues - everybody is rising to the occasion here to do the thing which matters most, which is keep our consumers fed and keep our employees healthy, so I would say everybody is operating at the top of their game right now. I think we’re certainly fully competitive in that regard. With respect--David, hit me with the other part of your question?
David Palmer:
The other part was just simply what changes are you making in terms of your marketing, given that you’re obviously in a new world in terms of demand.
Sean Connolly:
Yes, not a lot other than some of the in-store activities that we would plan in support of new items hitting the shelf, so you get a new product on shelf, you want to sample it, you want to do some promotion. We’ll sync that up to what’s going on at that particular customer. As everybody knows, we’ve been putting more emphasis on retailer level investments, so those are very turnkey. If a product will go into market later, we’ll turn that later. Our base A&P programming remains highly digital and it also remains extremely easy to curate. As you might imagine, with people eating at home now at a level they haven’t done in a long, long time, if ever, we are trying to provide them with cooking ideas and recipes and things that will help them understand how to use our products at home in a way that their family finds not only healthy but delicious as well. Digital and social is a perfect place to do that. It’s kind of a utility for our consumers.
David Palmer:
Thank you again.
Operator:
The next question will come from Steve Strycula with UBS. Please go ahead.
Steve Strycula:
Good morning everybody. Dave, just wanted to touch base on the balance sheet and the debt pay down that you guys have had to date - impressive so far, but wanted to understand a little bit how to think about free cash flow generation as we look forward to address both maturity schedule and liquidity. I think through nine months, your slide says you’ve paid down $641 million of debt, but guidance is greater than $950 million, so you should be doing $300 million to $400 million of free cash in the fourth quarter, ex-divestitures. Can you just help us think through what we should be thinking about to understand the maturity schedule and kind of a numerator and denominator effect of how you get to that 3.5 to 3.6 leverage? Thank you.
David Marberger:
Sure. As we’ve consistently said, Steve, our financial policy has been consistent, that we remain committed to solid investment-grade credit rating. Since we’ve closed on Pinnacle, we’ve paid down over $1.5 billion in gross debt. For Q4, we expect to be cash positive at a higher level than we previously anticipated, and that additional cash flow we’re going to use to pay down debt, so we don’t expect--we’re going to be net cash flow positive in the fourth quarter at higher than expected levels, so as we finish the fiscal year, we’ll have our full $1.6 billion revolving credit line, which will be undrawn, and we don’t have any debt maturities in Q4 this year. As we look to fiscal ’21, we have $1.1 billion in debt maturities for the full fiscal year. Our August maturity of $127 million, we expect to fund that from cash on hand. Our next maturities of $775 million are in October, and we’ll have flexibility to fund that from the higher expected free cash flow from the business, and we’ll just have to see where we land with that given the upside that we’re seeing right now. We can access our revolver where we can refinance in the form of either term loans or investment-grade notes, so as we’ve been doing every day with our advisors, we’ll continue to monitor the markets and evaluate the best structure for Conagra and stay in a position of readiness, because if you look at the markets today, as you know, the bank markets are significantly different than they were two weeks ago, and I expect that they’ll be significantly different a month from now, so we want to constantly see what the markets are saying. But the good news is that we’re cash flow positive, we’re generating cash and want to use that cash to pay down debt, and we have our full revolver, so I think our liquidity is very strong.
Steve Strycula:
Thanks David, that’s very helpful. A very quick follow-up question to that would be on gross margins. When we met with you at CAGNY, at the time you commented on taking an inventory reserve for the fourth quarter. I have to imagine inventory for all grocery stores want product right here right now, so is there any chance that that gets reversed out into the fourth quarter as we think forward? If I heard you correctly, were you commenting that the retailer trade investment really becomes de minimis from this point forward and kind of like a rounding error as we think forward to fiscal ’21? Thank you.
David Marberger:
Yes, so you’re right, at CAGNY given the softness in volume, we had expected inventory write-offs, and in Q3 we actually did experience both inventory write-offs and some negative operating leverage. That impacted our Q3 gross margin that we reported. As we look forward--I’m sorry, Steve, what was the second part of your question?
Steve Strycula:
The reverse out was part one on the accounting piece as a comeback on Q4, and the second piece was just on the retail trade investments, does that become de minimis at this point or a rounding error as we think forward? Thank you.
David Marberger:
Got it, yes. As part of our Q4 information, we talked about we expect gross margins to improve in the fourth quarter based on all these dynamics. To the extent that inventory that we thought may not be sold has now moved through, that will be a benefit as part of Q4, so that would be reflected. In terms of the retailer investment, yes, it’s really de minimis, so a lot of the slotting and other investments year-on year, it’s just not as significant, so we’re just going to show price mix in total as oppose to break that out now.
Steve Strycula:
Thanks.
Operator:
The next question will come from Robert Moskow with Credit Suisse. Please go ahead.
Robert Moskow:
Hi, thanks for the question. Sean and Dave, I would argue that the pantry loading period is probably coming to a close in terms of consumers loading up their houses, so what are you telling your manufacturing facilities to do for the next 30 days or 60 days? Are you telling them that the hours still need to be at a highly elevated level because you want to keep up with--you want to expect consumer demand to remain at elevated levels, even though shelves are full? How do you communicate to your plants what to make and how specific does it get, brand by brand?
Sean Connolly:
Yes Rob, we’re telling them to make everything they can right now and to keep themselves safe and healthy as they do it, and we’re helping them to do that. But simply put, until we’re on the other side of this pandemic, sales growth is likely to remain elevated because you’ve got most of the food away from volume is moving to food at home. We’ve got obviously lots of experience with how pantries and warehouses get filled by customers and consumers around situations like hurricanes, and you always see big volumes move into warehouses at the customer level and into pantries and freezers and refrigerators at the consumer level. But how long the pull remains in this particular case is directly a function of how long does this thing last and how long are people sheltering in place, and I don’t think anybody can predict right now when that is going to end. Obviously the latest thinking here is that we will go until a minimum the end of April with people really spending lots and lots of time at home, and who knows how much further it can extend beyond that, so the way this works is the initial surge of volume is volume that is going to fill warehouses and to fill pantries, but with people not eating out away from home, I think a reasonable person could conclude that they’re then in the mode of consuming that volume aggressively, and as they work down those pantry levels and warehouse levels come down to normal levels, then it just becomes a just-in-time replenishment as long as the elevated level of consumption remains. It’s just too early to pin this with any accuracy, but that’s kind of the mechanics of how this works.
Robert Moskow:
I totally agree, and if I can ask a follow-up question, have you tried to dive any deeper into single-serve entrée demand characteristics versus frozen vegetables, because what I remember from the last recession is that single-serve entrees, they didn’t do that great. Consumers were making meals for the whole family to try to save money, so that probably benefit vegetables in an outsized way. Do you expect that to happen again, or is just too soon?
Sean Connolly:
Well in this particular case, I don’t think there is any comparator to what we’re experiencing right now, because people are eating at home right now breakfast, lunch, dinner, snacking, dessert - I mean, it’s all being consumed at home. When you think about all those departs and you think about the family being together, you’ve got departs like dinner where you’re probably going to be leading on multi-serve products, which his very different from how our normal society has been operating because everybody is together. But if you think about lunch, it’s very much a single-serve occasion because kids have online classes, moms and dads have video conferences, people are eating individually, and people continue to snack throughout the day, so I see--and we see it in the data, we see incredibly high velocities across multi-serve, single serve, snacks. You name it, right now it’s moving.
Robert Moskow:
Yes, okay. Thank you very much.
Sean Connolly:
Thank you.
Operator:
Your next question will be from Rob Dickerson with Jefferies. Please go ahead.
Rob Dickerson:
Great, thank you so much. First question, probably some would consider it lame but I’ll ask it anyway, because it’s something we’ll be going through for the next few weeks or few months. In terms of forecasts for us, whether you’re on the investment side or on the sales side, we have to plug something into our models for Q4 and think about Q1 and the progression throughout fiscal ’21. I feel like in general, people haven’t been comfortable punching in plus-40% retail growth expectations and down 50% on food service, but just to be clear, we know what the guidance is now. Obviously it’s a fluid situation which is completely understandable that you can’t pinpoint how Q4 plays out, or even Q1. But just in terms of consensus and how we’re all used to looking at that as a benchmark, I guess the first question is how do you think we should be modeling the forecast for your business in terms of top line? Is it a, I don’t know, yeah, given March is up 40%, a retail consumer, if that were sustainable, then I would take that piece of the business and say up 40%, and given our guide on food service, take that down 50 and then we’ll just have to see how that plays out, and maybe that reverses next year if there’s a pantry load, or maybe not. There’s a lot in there, but I just kind of wanted to hear what do you want us to do in terms of if there is no specificity that can be provided, basically at this point the guide is almost irrelevant to an extent, as is consensus if we don’t model it correctly. Thanks.
David Marberger:
Sean, do you want me to take a shot, or do you want to go?
Sean Connolly:
Let me just make one general comment, Dave, and then you can take a shot. I would just say that the unenviable task that you all have coming up with consensus is very similar to the unenviable task we have of things like trying to contemplate fiscal ’21 annual operating plan. As you might imagine, if it’s business as usual, it’s one set of assumptions. If this thing were to continue, if it were to come back in the fall as I read this morning, that’s a whole other ballgame, so it’s an almost impossible thing to predict. Nobody has a crystal ball, but I think what you guys are going to be looking at is scanner data. What we look at is the scanner data. To understand takeaway, what we look at are our shipment patterns, and of course we follow any--all the health news on the national news every single day, multiple times a day. I think we’re in one of these times where we will endeavor to be incredibly transparent with what we’re seeing, what we’re thinking, so that we can provide the best perspective we can provide, while fully acknowledging that it’s an impossible task to be precise right now. Dave, you want to add to that?
David Marberger:
Yes, you pretty much hit it. Rob, I would say we feel your pain on this forecasting. In my whole career, I’ve never done daily forecasting where you’re going out quarters and years and all these things, and so the way we approach it is almost a kind of high-medium-low type scenario, and that’s why we laid out what we did today. We wanted to tell you what do we know right now and what don’t we know, and from there you can then make some assumptions on different scenarios. Sean said it - since quarter to date on the retail side of the business, domestic retail which is 80% of our business, shipments and consumption are in line, so what I would say is consumption could be a good proxy to try to forecast quarter to go the retail business, since they’re in line. There’s no guarantee there, right, because you do have ebbs and flows with shipments versus consumption in a short amount of time, but that, I think, would be a proxy to be able to at least try to figure out how this is trending as we move forward. There’s no silver bullets here, unfortunately.
Rob Dickerson:
That’s all very helpful and makes complete sense. Okay, then just quickly in terms of your shelf stable products, I feel like even at CAGNY the focus here going forward, the strategy is more frozen snacks. Shelf stable can have a place within the portfolio, but my feel at least is that you might look at some of those brands more proactively in terms of divestment potential. Now I don’t know - I mean, it seems like you piloted today on the slides, said [indiscernible] was doing incrementally better before covid-19 hit. Now there’s a pantry load, my feel would be that those areas would actually now do better, maybe, than some other areas. In terms of the tax asset that you have and the entire thought process around divestments and shelf stable, what have you, is it fair to think that at least for the time being, given everything that’s going on, that you step back from that and say, let’s just see how things settle, keep the business as is, we’ll reevaluate as we get through this a bit more, but yes, we still realize that we have a tax asset that’s expiring at the end of next fiscal year? Thanks.
David Marberger:
Let me take that, Sean, and then you can jump in here. I did make some comments, Rob, on our prepared comments. The way that we look at divestitures hasn’t changed. It all starts with our strategic rationale and then the financial rationale, and the point I made today was financial rationale means that the valuation for any potential divested asset must exceed our intrinsic value for the asset, and given the growth we’re seeing in our business, given the sales and cash flow at higher levels than they’ve historically been, that factors into how we view those assets. They’re generating a lot of cash for us right now. But my comments were meant to stress that we’re going to continue to identify assets for divestiture, but if the potential price doesn’t exceed the value to Conagra that we see the brands are worth, then we don’t feel pressure to move forward. We have our capital loss carry forward, it doesn’t expire until the end of fiscal ’21, so as Sean said earlier, it’s fluid. But we wanted to make sure that point was clear.
Sean Connolly:
The only thing I would add to that, Rob, just to cover a little bit of a different perspective on what you call the shelf stable business, I would call it the staples business, and that’s how we talked about it at CAGNY. We’ve got a decent sized chunk of our portfolio in what we’d call staples, and these are products that people rely on. These are products that drive a lot of foot traffic to our retailers, they’re very important to the retailers, they tend to be high gross margin, good cash flow businesses. As I pointed out at CAGNY, just a small handful of them add up to a big, big chunk of our total staple sales. These businesses are very important to us when they are reliably contributing, and most of them have been reliably contributing and they do a lot of good for our portfolio. On occasion, we’ve seen competitive activity or other dynamics drive weakness, and our philosophy historically has been, look, if we don’t have a line of sight to stabilizing something on the top line and the bottom line, then we’ve divested it, and we’ve always been open to that. What Dave is pointing out is these are just different times, where everything is moving, so it takes any kind of compulsion to want to move and do that and reduces that, because these are contributing a lot to us right now. But in general the point that I wanted to make is our staples business across the board almost are very strong, valuable businesses to us, and we’ll continue to monitor them to make sure that they are contributing reliably once we get through this pandemic, and then we’ll go from there.
Operator:
Ladies and gentlemen, this concludes our question and answer session. I would like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney:
Great, thank you. As a reminder, this call has been recorded and will be archived on the web, as detailed in our press release. The IR team is available for any follow-up discussions anyone may want. Thank you for your interest in Conagra Brands.
Operator:
The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.
Operator:
Good morning and welcome to the Conagra Brands' Second Quarter Fiscal Year 2020 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney, Investor Relations. Please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I’ll remind you that we will be making some forward-looking statements during today’s call. While we are making those statements in good faith, we do not have any guarantee about the results that we will achieve. Descriptions of the risks factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items including organic net sales refer to measures that exclude items management believes impact the comparability for the periods referenced. Please see the earnings release for additional information on our comparability items. The reconciliations of those adjusted measures to the most directly comparable GAAP measures can be found in either the earnings press release or in the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. Finally, we will be making some references to Total Conagra Brands as well as Legacy Conagra Brands. References to Legacy Conagra Brands refer to measures that exclude any income or expenses associated with the acquired Pinnacle Foods business. With that, I’ll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thank you for joining our second quarter fiscal 2020 earnings call. During the second quarter, we made solid progress across our business. We delivered organic net sales growth in each of our reporting segments as we continue to implement the Conagra Way to profitable growth. All of our key initiatives remained on track through Q2. We maintained strong momentum in our leading frozen and snacks businesses, and grocery benefited from improvement in Hunt's Tomatoes and Chef Boyardee. We continued implementing the Conagra Way playbook against the Pinnacle portfolio in the quarter and our focus on execution is working. Our integration and deleveraging programs remained on target through the second quarter, and our synergy capture, which Dave will detail for your today, continued to exceed expectations. Overall, we’re pleased with our performance through two quarters. And looking ahead, we remain confident in our expectations for the second half and our ability to deliver our fiscal 2020 guidance which has been updated primarily to account for the impact of recent portfolio changes. Our agenda this morning is to provide an update on our work on the entire Conagra business and then provide more detail by segment, starting with Total Conagra. I’ll let Dave cover this in more detail, but I want to highlight that our 1.6% organic net sales growth came on the back of 1% volume growth and good price mix performance. Slide 9 demonstrates how the Conagra playbook is taking hold on the top line across our entire portfolio. As a reminder, we completed our acquisition of Pinnacle on October 26, 2018 part way through Q2 of fiscal 2019. So for the first time, Pinnacle’s results are represented albeit for less than a full quarter in our organic results. We delivered organic net sales growth of 1.6% during the quarter, which brings our year-to-date growth to 0.1%. As we’ve talked about previously, we expect fiscal 2020 to be back-half weighted based on the cadence of the actions we're taking, including our innovation launch schedule. We remain confident that we're on track to meet our fiscal 2020 guidance range of plus 1% to plus 1.5% organic net sales growth. Slide 10 is part of the reason for our confidence in our full-year sales outlook. Innovation takes time to build awareness, trial and repeat purchases. As you can see on the left, the products introduced in fiscal year 2019 are performing even better in the first half of fiscal 2010 as consumers continue to respond well to our on-trend innovation slate. And building on this success, the chart on the right shows that the new products we launched in the first half of this year are already outperforming fiscal 2019’s new innovation through two quarters. So while we still have exciting innovation to come this year, the ensuring of our recent launches will likely do much of the heavy lifting to drive second half growth. In addition to driving top-line growth, we remain committed to expanding our margins. As you can see on slide 11, the execution of our playbook has allowed us to expand our adjusted operating margin by 21 basis points in the first half of this year as compared to the same period last year. As I noted at the outset, we're making good progress across all of our integration, synergy and deleveraging initiatives as highlighted on slide 12. We're very pleased with the execution on our integration efforts which these are included exiting legacy Pinnacle corporate facilities and continuing to convert newly acquired plants to SAP. We also captured an incremental $42 million of cost synergies during the second quarter bringing total cost synergy realization to $112 million since the closing of our acquisition. As Dave will detail during his remarks, our significant progress has allowed us to increase our synergy target. In addition, we continue to make progress reducing our net debt, and we remain on track with our planned deleveraging. Let's turn to the segments. Before we go deeper on the individual businesses, I'm pleased to report that all four of our segments had positive organic net sales growth in the quarter. Now let's take a look at Frozen. As indicated on slide 15, the total Conagra frozen portfolio returned to growth in Q2, even as we continued to execute our value-over-volume playbook in the legacy Pinnacle business. On the right side of this page, we see that the legacy Conagra frozen portfolio continued to lead our results. The groundwork on the legacy Conagra frozen brands is now consistently delivering growth on top of growth, as our share performance – and our share performance gives us additional confidence in the ongoing success of our frozen business. Looking at frozen meals on slide 16, you can see that we've been securing an increased share of shelf in recent quarters. As a result, we're winning in market and benefiting from an increased share of sales, as shown in the chart on the right. We've been gaining this share by actively partnering with our retail customers to drive profitable growth. These gains have come from introducing new innovations, as well as increasing phasings and velocities on core items. The result has been stronger growth and market share. Within Frozen, our single-serve meals continue to lead the category through Q2. As shown on slide 17, we've again delivered sustained growth on top of growth. As you would expect, the large brands in our legacy Conagra frozen portfolio such as Healthy Choice, Marie Callender’s and Banquet are further along in their growth trajectories. We're excited about what's ahead for these brands. We're also excited about the opportunities for the legacy Pinnacle brand including EVOL, Udi's and Hungry-Man where we're getting started implementing the Conagra way to profitable growth. One of the legacy Pinnacle brands that we've prioritized over the last 12 months is Birds Eye, and slide 18 is a great example of value for volume in action. As expected, sales and distribution on Birds Eye declined as we removed lower performing SKUs from the market. Now, the brand’s distribution trend is starting to bend behind new innovation launches. Our work has also led to share gains versus the branded competition. As shown on slide 19, you can see that Birds Eye gained 20 basis points of share between the first half of fiscal 2019 and the first half of fiscal 2020 versus branded competitors and gained 50 basis points of share over the last quarter a year ago. This is additional evidence that our early efforts are clearly paying off. Another legacy Pinnacle brand we've been focused on is Gardein. We've started to expand distribution for Gardein’s broad range of offerings. And as a reminder, we've made significant investments in Gardein’s manufacturing and production processes to increase capacity. Our new capacity allows us to better meet the demand for on-trend plant-based protein including in our foodservice business where Gardein saw strong growth in the second quarter. We continue to see great opportunity for this brand going forward. Throughout the balance of fiscal 2020, we'll build upon our category of leading position in frozen with strong innovation. The innovation we launched in the first half of fiscal 2020 is just starting to pick up momentum and we expected to continue to perform well on the second half of the year, and we’re not going to slow down our Birds Eye. We’re focusing on expanding the brand’s presence with on-trend, value-added products including the vegetable based carb replacements as well as new forms like roasted and shredded vegetables which we launched in the first half of the year. This innovation is expected to have a larger impact in the second half as we continue to build distribution and invest behind consumer trial and repeat. Launching later this year will be another on-trend form, spiralized vegetables. Admittedly, Birds Eye was late to the party here, but we’re excited about what a proven product like spiralized can do beginning in the second half of the year. Now, I would like to turn to our Grocery & Snacks segment and start with our leading snacks portfolio. Snacks had another terrific quarter maintaining its momentum. Slide 23 shows the continued success of this portfolio. Total Legacy Conagra Snacks were up 5.2% during the quarter delivering 10.4% growth on a two-year basis. Our results were led by meat snacks and sweet treats businesses which delivered growth of 7.8% and 7.3% respectively. We launched a number of on-trend innovative snacking products within our $2 billion plus portfolio at NACS in October. We’ve had great customer reactions to these exceptional new innovations, and we expect them to support our continued momentum in the second half. You’ll have a chance to try many of these great new products at CAGNY in February. We’re also making great progress on our wok to reframe Duncan Hines as a sweet treat to unlock significant growing demand spaces. Our strategy includes refreshed packaging, fund and novel flavors and new shelf-stable and frozen snacking platforms. And as you can see on slide 25, our earliest work, focused on the core shelf-stable baking mixes, has begun to result in share gains as the holiday baking season kicked off. We're building on this momentum by introducing more innovation in the second half, including on-trend keto-friendly cakes and co-branded Oreo cake cups. Turning to our grocery portfolio, we're pleased with the improved trends on our key Chef Boyardee and Hunt’s tomato businesses. Both have a leadership role in their respective categories and are of critical importance to consumers. Slide 26 shows the traction these businesses are beginning to see from continued investment and smart promotional support. After responding to marketplace dynamics, both Hunt’s and Chef Boyardee made sequential improvements in the quarter. Wishbone is also improving. As we've noted, Wishbone was challenged by several issues; service, quality, and a label change execution issue. As we lap the closing of the Pinnacle transaction and have almost a year of implementing the Conagra Way playbook against the brand, we've stabilized Wishbone, and year-over-year sales growth has moved into positive territory. Slide 28 shows another part of our playbook in action. We're excited to participate in the salad dressings category and believe it's right for disruptive innovation. Healthy Choice power dressing is a new line of vegetable-based dressings. This exciting new product extension builds on the success of our Power Bowl frozen meals by bringing modern attributes that are relevant to consumers to a large category. We expect these terrific new products to bring the kind of new news that shoppers will welcome. I'll conclude with a few quick remarks about our International and Foodservice segments. In international, the second quarter brought continued strong performance in Canada as well as distribution gains in Mexico. In Foodservice, recall that in Q1, we made the strategic decision to opt out of a particularly low-margin contract consistent with our value-over-volume strategy. This past quarter, we've seen strong sales as we’ve predicted in our snacks business as well as in the Gardein and Udi's brands. In addition, operating margins improved year-over-year. Overall, we see good progress through the first half of the year. We've had success with our innovation slate and expect that to continue in the second half. We remain on track with our plan and confident in our ability to accelerate growth in the second half and deliver our fiscal 2020 guidance. With that, I'll turn it over to Dave.
David Marberger:
Thank you, Sean. Good morning, everyone. Today, I'll walk through the details of our second quarter fiscal 20 performance as well as the updates to our guidance. We'll then move to Q&A. As Sean noted, October 26 marked the first anniversary of the Pinnacle acquisition. As a result, about one month of legacy Pinnacle performance is included in our organic results for the second quarter which ended on November 24, 2019. I’ll start by calling out a few highlights from our performance for the quarter which you can find on slide 32. Reported net sales for the second quarter were up 18.3% versus the same period a year ago, primarily reflecting the continued impact of the Pinnacle Foods acquisition. Organic net sales increased 1.6%, driven by 1% volume growth and 0.6% price/mix favorability. As Sean mentioned, every segment delivered organic net sales growth this quarter. For the second quarter, adjusted gross profit increased 14.1% to $804 million primarily driven by the net impact of the addition of Pinnacle's gross profit, as well as cost synergies. Price mix and supply chain productivity also benefited the quarter. These benefits were partially offset by input cost inflation, increased brand building investments with retailers and a reduction in profit from the divestitures of the Wesson Oil, Gelit and DSD Snacks businesses over the last year. Adjusted SG&A came in at 9.2% of net sales for Q2, as we continue to recognize SG&A synergies from the Pinnacle acquisition. Adjusted net income increased 8.3% as the improvement in operating profit and cost synergies more than offset the impact of higher interest expense associated with the Pinnacle transaction and the reduction of profit from recent divestitures. It's also worth noting that adjusted EBITDA which includes equity method, investment earnings and pension and post-retirement non-service income increased 17.2% to $610 million in the quarter. As I’ll describe in more detail in a moment, our adjusted diluted EPS decreased 6% to $0.63 for the quarter. Slide 33 outlines the drivers of second quarter net sales growth of 18.3% versus the same period a year ago. We delivered year-over-year volume growth for the quarter. And as you can see, we continue to drive an increase in price mix despite the additional retailer investments to support brand building that we highlighted last quarter. Total retailer investments reduced the net sales growth rate by 150 basis points which was a bit favorable to our expectations. Our slotting-0related expense which is closely tied to new innovation launches increased as planned, but we also delivered better-than-expected efficiencies in other trade programs. The increase in net sales associated with acquisitions includes 61 days of Pinnacle before it entered the organic base which added approximately 20% to net sales and was offset by a 2.9% net sales decrease from the divestitures of the Wesson oil, Gelit and DSD snacks businesses. Moving to slide 34, you can see our sales summary by segment. As Sean discussed, we made very good progress across the portfolio and delivered organic net sales growth in all four segments during the second quarter. Grocery & Snacks net sales increased 14.2% in Q2 with the acquisition of Pinnacle adding 16.9% and the divestiture of the Wesson oil and DSD snacks businesses subtracting 3.6%. Organic net sales for this segment increased 0.9%, reflecting continued strong in-market performance and innovation successes across many of our snacking brands. Turning to Refrigerated & Frozen, quarterly net sales and organic net sales for the segment increased 28.8% and 2.4%, respectively. Once again, this segment benefited from a robust slate of innovation across multiple brands including Birds Eye, Healthy Choice, Marie Callender’s and P.F. Chang’s. Our International segment continued to benefit from growth in the Snacks & Frozen businesses in the second quarter. International net sales increased 7.3%, primarily due to the acquisition of Pinnacle. Organic net sales increased 1.8% driven by an increase in volume. Net sales for the Foodservice segment increased 6.8% in Q2, with an organic net sales increase of 0.8%. The organic net sales increase was mostly driven by a 3.6% improvement in price mix, partially offset by volume declines of 2.8% as a result of the segment’s continued execution of value over volume, which drove additional operating margin improvement. Slide 35 outlines the adjusted operating margin bridge for the quarter versus the prior year. Inflation in Q2 was roughly in line with our expectations. At the same time, our gross margin expansion levers such as realized productivity, pricing, mix, and synergies more than offset inflation in the quarter. We're just beginning to lap the anniversary of the steel inflation headwind we began to experience during the same period last year. But we do estimate increased inflation related to proteins moving forward. We continue to estimate full-year fiscal 2020 inflation of approximately 2.8%. With respect to A&P, we continue to focus on driving the right level of spend on the highest ROI opportunities, and this quarter our working A&P – that is, A&P investments that reach the consumer directly – increased year-over-year. The overall decrease in A&P shown on slide 35 was driven by lower spending on non-working expenses such as research costs, along with A&P synergies associated with the Pinnacle deal. Slide 36 outlines our significant progress to-date on overall Pinnacle synergy capture. We realized $42 million of cost synergies this quarter, bringing total cost synergy realization to $112 million from the close of the acquisition through the second quarter. Just to clarify, this $42 million is the incremental synergy benefit versus a year ago as we captured $1 million of synergies in Q2 last year. Our synergy target, when we first announced the Pinnacle acquisition, was $250 million. As we dug in with the benefit of more information after the acquisition closing, we found additional synergy opportunities. Accordingly at our Investor Day in April, we announced an increase to our total Pinnacle-related cost synergy target to approximately $285 million through fiscal 2022. From a cadence standpoint, we announced that 55% of that total or approximately $160 million was expected to come by the end of fiscal 2020. I'm pleased to say that we continue to improve on our synergy delivery and are tracking above target. Today, we are increasing our synergy capture expectation for fiscal 2020 from approximately $160 million to approximately $180 million, and we are updating our total synergy target from approximately $285 million to approximately $305 million through fiscal 2022. The $20 million of additional synergy is primarily driven by favorable SG&A, A&P and trade efficiency. We take the strategic decision to reinvest the additional $20 million back into the business this fiscal year. We have a long list of sales-driving investment opportunities available to us, improved product quality and packaging, further retailer and distribution investments to support the long-term growth of our brands and consumer-facing advertising. We’re proud of the team's progress in capturing these incremental synergies and the creation of additional fuel for growth. Slide 37 outlines Conagra’s adjusted operating profit and operating margin summary for the second quarter. Our adjusted operating profit increased 15.7% in Q2 and our adjusted operating margin came in at 17.1%. We're pleased with the performance across segments with three of the four seeing expanded margins. Turning to slide 38, we've outlined the drivers of our Q2 adjusted diluted EPS from continuing operations versus the same period a year ago. As you can see, our adjusted EPS of $0.63 decreased by $0.04 this quarter compared to the same period last year. The increase in adjusted operating profit and the benefit from Ardent Mills were more than offset by increases in interest expense and shares outstanding. Given the anniversary of the Pinnacle acquisition during the quarter, we expect share count interest expense to have less of an impact on adjusted EPS comparisons going forward. Slide 39 summarizes net debt and cash flow information. I'm pleased with the work being done across the organization to achieve our de-leveraging and free cash flow targets. We have continued to make strong sequential improvement in reducing debt and improving the overall financial health of the business. We expect our deleveraging to accelerate in the second half of fiscal 2020 due to the seasonality of our cash flows. Since the close of the acquisition and through the end of the second quarter, we've reduced total gross debt by $1.1 billion and net debt by over $800 million. We remain committed to a solid investment grade credit rating and achieving our fiscal 2021 target of a net debt to trailing 12-month adjusted EBITDA ratio of 3.6 times to 3.5 times. At the end of the second quarter, our average debt maturity was approximately 8.7 years and our weighted average coupon was approximately 4.7%. At the end of the second quarter, fixed rate debt was approximately 87% of our total debt. We are reaffirming our fiscal 2020 guidance given our progress year-to-date and expectations for a solid performance for the balance of the year. As announced in our release, we are updating a few components of our fiscal 2020 guidance primarily as a result of recent transactions. Overall, we expect second half results to show stronger organic net sales growth than in the first half due to the timing of the impacts of new innovation in the Frozen & Snacks business, improved trends in key grocery brands as well as the impact of easier comparisons. With respect to operating margins, we expect year-over-year growth during the second half of fiscal 2020 as we reaffirm our full-year operating margin guidance range. Also, in the second half, we will have anniversary the higher levels of interest expense and share count allowing for easier EPS comparisons as we move through the remainder of the fiscal year. We are updating our reported net sales growth, adjusted diluted EPS range and free cash flow estimate to primarily reflect the divestiture of our DSD snacks business and our planned exit of the manufacture and sale of private label peanut butter. In addition, as outlined in our earnings release, after the end of the quarter, Conagra entered into a definitive agreement to divest the Lender's bagels business. The transaction is expected to close during the third quarter of fiscal 2020 and the expected annualized impact of the divestiture is a reduction of approximately $50 million of net sales and $0.01 of adjusted EPS. Finally, we look forward to presenting at CAGNY in February where we will provide another update on our progress in executing that Conagra way playbook. For those of you attending, make sure to bring your appetite. We'll be sharing many of our most exciting innovations at the events kickoff reception. Thank you for listening. That concludes my remarks. I'll now pass it back to the operator as Sean, Tom McGough, Darren Serrao and I are happy to take your questions.
Operator:
We will now begin the question-and-answer session. [Operator Instructions] First question comes from Andrew Lazar of Barclays. Please go ahead.
Andrew Lazar:
Good morning, everybody. Happy holidays. Hey. So, two for me if I could. First, Sean, I was hoping you could put a bit of context around Pinnacle sales in the quarter. I asked this because we've certainly received some questions around – this morning around the timing of shipments for Pinnacle, because as you mentioned sales in the final month of the quarter were included in organic sales. I guess is this timing aspect something worth calling out when thinking of overall organic sales growth for the company or not so much? And then I've just got a follow-up.
Sean Connolly:
Yeah, not so much. On the Pinnacle brands, we delivered a normal shipping pattern in this quarter versus the prior year when the business was getting ready to change. And so in other words, the volume came in when it should have. And at a company level, overall consumption and the P&L were almost in total lock step on the first half. And then, of course, with respect to customers, our goal is on-time and in-full shipments and a simple reason for that is because if we don’t do that, we can be out of stock or fined. So we fulfill orders when we get them.
Andrew Lazar:
Great. Thanks for that clarity. And then second, on the last call, you talked a bit about the impact that click and collect and e-comm was having on the frozen category as a whole in terms of some sort of near-term shelf space dynamics. Some of the slides in the deck this morning speak to the fiscal 2020 innovation being more successful than 2019 and also Conagra gaining some share of shelf distribution currently with some of the new innovation. I guess now that you’ve launched some of this innovation, are there any further learnings on this that you’ve gotten now that we’re a quarter removed from that? And basically, I’m trying to assess why wouldn’t Conagra necessarily be a net beneficiary in this new environment versus peers, just given the magnitude of innovation that you’re actually bringing versus, let’s say, competitors at the moment? Thank you.
Sean Connolly:
Yeah. Let me try to clarify what exactly I was referring to last quarter with respect to the new environment. There are a small handful of customers who are much farther along on their click and collect. And as a result, they need to create more holding power on the highest velocity items in the category, items like the brands we sell in frozen, particularly in single-serve meals. The balance of the retail universe, it’s kind of business as usual and they’re less developed in terms of click and collect and they take as many new items as we can basically make. So in both of those instances, our business is performing well. And the first part, we’re performing well because we are picking up pacings on high-velocity items where we may have previously had out of stock along with getting some of our new innovation into the marketplace. With the other customers, we are getting a ton of new TPDs behind this very vast innovation slate we’ve got out there. So in terms of share of shelf and overall dollar sales growth versus the prior year, we are pairing quite well in frozen single-serve meals across both of these types of customers.
Andrew Lazar:
Got it. Thanks so much for the clarity and have a good holiday.
Operator:
Our next question comes from Ken Goldman of JPMorgan. Please go ahead.
Ken Goldman:
My first question was, you talked about this a little bit, but I wanted to get a little bit of better clarity on the cadence of the third quarter versus the fourth quarter. I know these things are very hard to forecast, but are there any timing issues in terms of your shipments that we should be thinking about as we model these two quarters ahead?
Sean Connolly:
Well I think overall, we expect a strong second half. Dave you can chime in here, but we've got that innovation is going to be a significant driver in terms of the back half pick up along with the fact that we've got easier comps, Ken. And as you think about the easier comps, perhaps most noteworthy in my mind is Q4 on the legacy Conagra business where we ran into some of these transitory issues last year where we saw some non-economic promotional behavior by some of our competitors. We don't expect that to repeat. So that should be a fairly significant factor in Q4. Dave you want to add some color here?
David Marberger:
Yeah. Just to add one thing, Ken. As we said last quarter, we expect sequential improvement in organic net sales each quarter in fiscal 2020. So we saw that Q1 to Q2 and we expect to see that continue Q3 and Q4.
Ken Goldman:
Great. Thank you for that. And then, as my follow up, the extra $20 million in synergies that you're reinvesting, I wanted to get a little bit of a better sense of why there is no benefit to the bottom line there. Are you putting it all into advertising that you expect to really not do anything other than sort of improve the brand equity something that maybe doesn't really benefit you until 2021 maybe? I'm just trying to get an idea of why there's nothing that sort of whether directly or indirectly kind of flows to the bottom line there for us.
David Marberger:
Yeah. Ken, I think the way I think about it is our judgment at this juncture is that taking the $285 million to the bottom line over the course of the next several years is enough for now. And that if we find favor ability above that, a better return will be to invest in the business so we can sustain the strong performance we expect over the next couple of years. In other words, this is a long game for us. We're trying to build this portfolio to be perpetually strong and getting stronger in each and every strategic planning horizon. So as we find opportunity over and above a very rich $285 million which keep in mind was well above what we originally planned, if we can see a line of sight to strengthening our business that could be at the plants, it could be in marketing, it could be in any number, it could be with customers, then we'll see the opportunity to continue to build our brands, because you got to – as we all know from the last several years in this industry, it's got to be a balance of strong financial performance and strong investment in innovation and the consumer.
Operator:
Our next question comes from Steve Strycula of UBS. Please go ahead.
Steve Strycula:
So, Sean, first question I had would be a little bit of texture behind the organic sales growth we anticipated in the back half and why it accelerates. Can you walk through a few of the different subcomponents what's happening in dry grocery? How do we think about the continuation of the bill from what you launch in the first half and what folds in the second half, and then I have a follow-up.
David Marberger:
Well, I think big picture, it's the sustained strength in Frozen and Snacks, as well as the passage of transitory challenges we saw previously Hunt’s and Chef and even Marie Callender's frozen in Q4 of last year, as well as the Pinnacle businesses wrapping some of their weaker comps and finally getting back in the game in terms of the kind of quality innovation that frankly should have been there all along, those are really a lot of the key drivers of what's going to deliver the second half performance.
Steve Strycula:
Okay. And then should we think of -- given the amount of innovation that's come in half and – coming through in the back half of the year, is the second fiscal quarter still the peak level of retail trade spend, or should that start to moderate as we move into the back half? And, Sean, could you unpack a little bit more what you're reinvesting the $20 million in to drive the top line for the longer term? Thanks.
Sean Connolly:
Yeah. Steve, let me take the trade spend, the investment, and retail spend. As we had said, the first half, we expect that investment to be higher than the second half, and that's still our forecast. So the second half will be a bit lower than the percentages in the first half, although we'll still be investing for sure. So we came in at 1.7% in Q1 and 1.5% in Q2, so it’ll be a bit lower in the second half.
David Marberger:
In terms of investing in the business, Steve, really everything is on the table here in terms of investing in our infrastructure at our plants so we can run higher quality and run more efficiently, investing in our brands. As you heard in his comments, our working A&P was up this quarter. We continued to do a lot with our customers at the point of purchase particularly because that matters a lot when you’re launching new innovation into the marketplace that people haven’t seen before. The precursor to trial if of course awareness. So that’s a part of our playbook that we've been doing pretty consistently activating with customers over the last couple of years, we’ll continue to do.
Operator:
Next question comes from Chris Growe of Stifel. Please go ahead.
Chris Growe:
I’d like to add my happy holiday wish to you as well. I had a question for you in relation to, as we think about sort of the Conagra way, if I can use that term. But as you're taking products off the shelf, you’re doing some rationalization of SKUs to make room for a lot of the new products. Does that activity continue in Q2? Does it continue in the second half of the year or have we seen a lot of that already coming through the results?
David Marberger:
Yeah. To some degree, Chris, that is kind of an ongoing thing because if you think about innovation being such a centerpiece of the Conagra way. There’s not a company in consumer packaged goods that has 100% of its innovation work. It just – it doesn't happen. Innovation is a bit of a numbers game. So you're going to launch a suite of things each cycle, you will see some of them outperform expectations. You'll see others don't perform the way you expect it. So there is almost inherently a ongoing weed and feed type of approach that you will have if you are a perpetual innovator. And that's the way we think we are. In terms of the other kind of value over volume of stuff that's truly antiquated that probably shouldn't come out of the market long ago, either because of the topline weakness or margin weakness, we're pretty far along in that piece of our equation. Right? We've been doing that for a while particularly on legacy CAG. Obviously, there's more for us to do there on the business and we've done a fair amount of that so far this calendar year. We still have some to go, but again, the purpose of that is to get to a foundation that is really stable that you can then build on as you tether the new innovation into the marketplace. So on that piece of the business, we're not as far along as on legacy CAG. But to some degree, there will be an element that is ongoing as some of the innovation outperforms expectation and some of it falls short.
Chris Growe:
Okay. Thank you for that. And then just a quick follow up, if I could, on cost inflation and pricing. I put aside sort of the slotting fees, the sort of investments you’re making there, you had some price realization occur in the quarter. And I just want to understand, as we look ahead to the second half of the year, just the pacing of the cost inflation, does that effectively still go down in the second half of the year? And then if there's any incremental pricing actions you've announced. I know you can’t talk about forward-looking actions, but anything you’ve announced of late that would reflect any further inflation in the business?
David Marberger:
Yeah. Chris, first half inflation actually came in below 2.8%. The second quarter inflation was around 2.1%, 2.2% as the metal and the resin packaging and oil’s inflation started to moderate. As I said in my comments, we expect second half inflation actually to bump up because we expect higher inflation on pork and beef and protein. So second half, that actually will bump up over 3%. So we still estimate total fiscal year 2020 inflation of approximately 2.8% where it was a little bit favorable Q2 and then it’s going to bump back up second half. So that’s all in our 2.8%.
Operator:
Our next question comes from Jason English of Goldman Sachs. Please go ahead.
Jason English:
Hey. Good morning, folks. Thanks for slotting me in. A couple of questions, first, I'd love to come back to Andrew Lazar’s question. I heard the answer of, hey, the cadence through the quarter was exactly spun on as it should be. But you also made reference to last year perhaps being a bit unusual ahead of the [indiscernible] prepare for sale. Can you elaborate on that?
Sean Connolly:
Well, I think, first of all, with respect to the top line and in the first half of the year and for the balance of the year, we always expect and we consistently communicated that we would see strength as we move through the year. And so when you – look, given where we are right now, you really need to look at the totality of the first half for the company because when you do that, you will see dollar sales in the P&L modestly trails consumption for the total company. And the reason for that is really the above underlying marketing investments that we've made with retailers, but historically, we tend to shift to consumption over time, and we expect that to continue. In terms of Pinnacle flow, really what I said is really the key point. Our volume came in on Pinnacle through the core, the way it should have. It was lumpier in the year ago period, because the company actually had two different owners in the year ago period. So, there’s two different folks running the business. This year, it came in the way it should have and came in the way customers ordered it, and that’s the way it flowed.
Jason English:
Got it. Okay. And then switching gears and building again on another question on your investment in the brands ahead of this big innovation push, can you contextualize, give us some examples of where the money is going in terms of the consumer-facing branded stuff because we're having a hard time finding including if we look at the track media spend at it, not a lot of your money is showing up in, and at least what we can see in the Kantar databases for measured media, which begs the question of where is that media pressure going? Just love some context around that. Thank you.
Sean Connolly:
Well, I’m not exactly sure what the value of the metrics that you – or the tools that you got, tracking tools you guys use in terms of does it capture everything. But keep in mind, when we said we were investing in Q2, it was always we’re investing in Q2 to tee up the back half. And so their investment is Q2 and then in the back half itself. A lot of our early investment is investment in slotting to get the product on the shelf, investment with customer to get the right physical availability of the product because that’s the precursor to creating mental availability for the product. As we move into the second half of the year, that’s when you see more of the more visible things hit like our social digital programs, our mainstream media programs. That usually doesn’t get turned on until after the products are in fairly substantially ACV, and that’s really as we get into the back half of the year. A lot of the balance of it is incentives – early trial incentives for things that hit the shelf early and getting the products in the right spot on the right shelf.
Operator:
Our next question comes from Bryan Spillane of Bank of America. Please go ahead.
Bryan Spillane:
So I guess two – the first one for me is just, Sean, there’s been a lot of discussion about the inflection in the back half of the year and I think people concerned a little bit about just getting there. Can you give us a sense at this point of how much visibility you have in terms of having the innovation actually sold in and on the shelves? And now that we’re kind of at the middle of the year, are we more at the point where it’s got to move off the shelf but you’re pretty well locked in, in terms of having stuff sold in?
Sean Connolly:
Oh, yeah. I mean, it’s – we've got a pretty robust slate that went out in the first half, and we've got a robust slate going out in the second half. And if you just look as kind of a proxy, some of the data that we showed in our prepared slides. Go back to last year. Last year's innovation continues to crank this year. This year's innovation that we've launched thus far is doing even better than last year's innovation, so we expect that to build in the second half. We already know obviously where those – that innovation is and of the items that are going to ship in the second half, we know who has accepted them and when they're expected to go. And based on the success of last year's innovation and this year's innovation so far, I see no logical reason why those wouldn’t perform in a similar manner.
Bryan Spillane:
Okay. Great. And then, Dave, just a follow-up. You talked a little bit about, I think in your prepared remarks, that you have about 87% of your debt is fixed at 4.7% coupon. Given where rates have gone, is there any appetite to potentially try to take advantage of lower rates?
Sean Connolly:
Yeah. We’re always evaluating those opportunities, so we’re looking at that all the time. So, yeah, when we think there's a good opportunity, we’ll execute against it.
Bryan Spillane:
Okay. Great. Thanks and now a happy holidays everyone.
Operator:
Our next question comes from Robert Moskow of Credit Suisse. Please go ahead.
Robert Moskow:
Hi. Thanks. Hey, the results are certainly a lot better than I expected. One of the slides though shows that Birds Eye’s consumption rates does remain in negative territory although you are, I think, now lapping the distribution declines from last year. And I noticed you also said that you're gaining share versus brand but you didn’t mention private label. So, are these distribution gains strong enough to get Birds Eye back into positive territory in the back half? Do you think we'll start to see that in the retail consumption data as a metric of how you're performing? Thanks.
Sean Connolly:
Rob, we are really excited about the Birds Eye brand and owning that brand and what we can do with it. Overall, our goal with Birds Eye is to democratize vegetable goodness and we do that three ways. One, we modernize and we premiumize vegetables. Two, we optimize veggie-based meals. And three, we extend Birds Eye’s vegetable credentials into new categories. And we are just getting warmed up in terms of these three things and you can see some of the very early stuff in our slides today. So, as you can see, our focus is on what I'll call value-added innovation. And as we deliver these into the marketplace, we expect Birds Eye with its extremely strong and leading market share to be highly competitive versus all players, branded and private label alike. When Birds Eye slowed its innovation cadence in 2018, others were opportunistic. But now that we are applying our playbook to Birds Eye, we expect strong results to be the outcome and we expect to see a very nice second half.
Operator:
Our next question comes from Jonathan Feeney of Consumer Edge. Please go ahead.
Jonathan Feeney:
Good morning. Happy Holidays. Just one question. I want to understand the gross margin mix factors here. It seems that like, realized inputs were up a little bit. It’s actually second half of the year. But I would expect between operating leverage and some of the pricing here pretty – maybe a little bit better performance. So if you could eliminate what role mix is playing in adjusted gross margin progression, and maybe what that means going forward. Appreciate it.
Sean Connolly:
Jon, as I mentioned in my comments, we're looking at all the levers for gross margin and mixes, one of those, especially margin accretive [indiscernible] mix and benefit there. So that's factored into our guidance for this year. Our gross margins in the second quarter came in a little bit favorable to our estimates. One was because of some of the trade productivity that we're starting to realize, which flows through and obviously benefits the gross margin. So we're on track, we're managing all the levers mix and the others. We are going to have a spike in inflation relative to the first half in the second half because of proteins. So we'll be over 2.8% in the second half. So we have to manage that as part of gross margin. But we feel good in our overall guidance for operating margin and the impact the gross margin has on that for full-year fiscal 2020.
Jonathan Feeney:
And if I could follow up, just [indiscernible] on the grocery and snacks business particularly. That has to be carrying your gross margin that's maybe a little bit lower than some peers in the business. Do you see any reason why that gross margin can't be more in line with your peers just in that business specifically?
Sean Connolly:
Yeah. I – that may be true. I don’t know if that’s true on that piece of the business, Jon. But I’ve been doing this a long time around grocery. And what I can tell you is a lot of what tends to drive the super outsized gross margin you see in some of the peer companies is a single dominant category that has a call it, 50-plus gross margin or high-40s gross margin that elevates the average for that whole group. We don’t have one of those. So we’ve got very nice accretive margins versus others, but we don’t have one of those large enormous through the roof type of gross margin businesses. And maybe that’s not a bad thing because a lot of the businesses that have those kinds of margins tend to be at least where we’ve seen a secular decline. We don’t have that either, and that’s a good thing.
Operator:
Our next question comes from Alexia Howard of Bernstein. Please go ahead.
Alexia Howard:
Thanks for the question. So, just in terms of the sales growth and this question about shipments and selling. You've said a few times that you shipped to consumer takeaway this quarter. There may have been some disruption last year as Pinnacle changed hands, although we don't know the magnitude of that, but this quarter you have talked about the big step-up in innovation and launches a new product. Was there any benefit from the sell-in, the pace of sell-in of new products year-over-year?
Sean Connolly:
Yeah. If that kind of gets at, did we pull any of the second half volume into the first half to fill the pipeline. The answer to that is no. The first half sales number in the P&L again was a tad behind assumption. So the bottom line is, we expect a good second half. The H1 innovation should continue to gain traction. The 82 invasion hits the marketplace and comps become pretty favorable again, especially an Legacy CAG in Q4. So that's really kind of how we view the next six months as we sit here today.
Alexia Howard:
Okay. Thank you. And as a follow-up, where are you as of the moment with the percentage of sales for new products? I think you measure it as launched over the last three years. I'm just wondering how that has improved over the last few years? And is it now at a level where you think that's kind of the level that you should hold it at, or do you expect it to continue to step up?
Sean Connolly:
It’s actually really strong. I'll keep our powder dry on kind of how we're – our rolling progress looks probably until CAGNY, but it's very strong, Alexia. And just for everybody else who’s listening, remember this is a company that – we call this metric renewal rate. It’s the percentage of annual net sales that comes from stuff we've launched in the last three years. Our historic track record was around 9-ish percent. Best-in-class tends to be about 15%. We pushed it kind of into that 12% area about a year ago, and we've made significant progress even from there. So that's – that remains kind of – our true north is to get and stay in that ballpark over time in that 13% and 15% range. We think that's about the right spot.
Alexia Howard:
Great. Thank you very much. I’ll pass it on.
Operator:
Our next question comes from Bill Chappell of SunTrust Robinson Humphrey. Please go ahead.
Bill Chappell:
Hey. First, just kind of a modeling question on the $20 million of incremental synergies. Is it kind of a one-for-one where you're finding it in gross margin and SG&A is going to be reinvested back, or would there be a greater lift in the back half to gross margin or SG&A one way or the other?
Sean Connolly:
No, we're -- most of the reinvestment is going to be in the second half, as we've talked about. There's different areas that we're looking into in terms of the reinvestment. Some of it could be increased investment with retailers which affects above the line. Some could be more in package quality which goes right to cost of goods sold. Some could be an A&P which is the A&P line. So, the re-investment could hit different areas of the P&L. The bigger point is that most of that reinvestment will take place in the second half of fiscal 2020.
Bill Chappell:
Got it. I just tried it. So it doesn't sound like change are kind of our estimates in terms of how we get there at this point. The second question just trying to understand about the step up of trade promotions. Is this a sign that there's – you need more pricing, you need to take more pricing, the category is getting more competitive? You're just trying to understand how much of this goes behind trying to gain some market share via price.
Sean Connolly:
Well, let me make one comment and then turn over to Dave to add to this. Marketing spend in total shows up below the line and above the line. And historically, the bubble line marketing spend was called trade spend and it typically equated to the promotion merchandising, price discounting, things like that. That's not the case today. Certainly that exists, but there's a lot of brand building activity. As we've said many times, that happens in our spend that is accounting for as trade spend which we call retailer brand building investments. Some of that is in traditional merchandising. Other investments could be anything from data to loyalty card programs to sampling, sliding all of these types of brand building activities go in there. With respect to the kind of price promotion that you just referred to in your question, we have been surging goal on businesses where we have faced more intensified competition on the promotional front namely the Hunt’s Tomato business and on Chef Boyardee. And as we said last quarter, we would evaluate what our response to some of those, what we consider to be non-economic decisions would be. And we have been very much in adding very – and surgical in adding some promotion, and we’ve seen as we’ve always seen with these two market-leading brands kind of an outsized response. Dave, do you want to add to that?
David Marberger:
Yeah and just to build on that, so when you used the term trade, there’s really two kind of ways to look at that. What we break out on our sales bridge is the increase in retail or investment, and these are brand-building investments with the retailers that enable us to get incremental shelf space, improve shelf placement and it drives consumer trial and repeat. There’s also a piece of trade which is just pure price promotion. That is not what we carve out increase and retail our investments on the sales bridge. That does not include just pure price promotion. So when you use rate, you got to understand there’s two components to that. And so things like Chef where we’re being competitive, we’ll have price promotion on that, for example. That hits the – more the price component of trade.
Bill Chappell:
Got it. Thanks so much for the color.
Operator:
Our next question will come from Nik Modi of RBC. Please go ahead.
Nik Modi:
Yes. Good morning, everyone. Thanks for the question. Just two quick ones from me. Sean, maybe you can help us understand kind of how you think about portfolio shaping in terms of some of the recent divestitures you’ve announced. Should we be thinking about Conagra thinking about slimming down their portfolio over the coming 12 to 18 months any further? And then the second question is just wanted to get clarity on – you talked about earlier in the call making some of your Promotional spending more efficient and maybe you can provide a little bit more specifics around exactly what that's all about just to give us some better clarity? Thank you.
David Marberger:
Sure. On the first part, Nick, I've been saying for the better part of five years now that one way you can think about what we threw around here is we're perpetually reshaping our portfolio for better growth and better margins. And underneath that, we do it three ways. One, we invest in innovation to strengthen the brands we own. Two, we acquire new brands where our playbook can easily be applied that will be additive and complementary and incremental to what we already do. And three, we will divest stuff that either doesn't fit strategically or is a chronic drag on our margin or our sales rate or it’s just too resource intensive for us to consider to be a priority. We've been very aggressive in doing all three of these things for the last five years. And on that third piece, with respect – in terms of divestitures that help us better sculpt growth and margins, we remain very active there including just the new news today that we intend to – to sell lenders. So there's a lot of – there’s been a lot of activity there and I don't expect that to change obviously. The inbound stuff is going to change because we're in the mode of deleveraging right now and that will be the case for some time. But the divestiture side, we've been active in and we will continue to look at our portfolio. In terms of trade efficiency, and customer investment, this is a space that was very neanderthal 20 years ago and not very analytical to a space that has become much more analytical and much easier to evaluate, particular activities in terms of ROI and to enable some of that, we’ve made investments in technology so we can really get the data and leverage the analytical tools that are available to us now and that is resulting in better bang for our buck, and it actually is applied not only to trade, but we also apply to similar types of advanced analytics to our AMP investments. And the whole goal of this is to identify the proverbial 50% of your marketing that people always talk to but doesn't work, so we can cut it and redeploy it elsewhere to be more productive for us, and we've made strong and steady progress in terms of that efficiency and effectiveness in the last several years and it continues even as we go through this year.
Nik Modi:
Great. Thank you very much and happy holidays.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney:
Great. Thank you. So as a reminder, this call has been recorded and will be archived on the Web as detailed in our press release. The IR team is available for any follow-up discussions that may one – anyone may want. Thank you for your interest in Conagra Brands and happy holidays.
Operator:
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator:
Good day. And welcome to the Conagra Brands First Quarter Fiscal Year 2020 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Brian Kearney of Investor Relations. Please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I'll remind you that we will be making some forward-looking statements during today's call. While we are making those statements in good faith, we do not have any guarantee about the results that we will achieve. Descriptions of risk factors are included in the documents we filed with the SEC. Also we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales growth, refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The reconciliations of those adjusted measures to the most directly comparable GAAP measures can be found in either the earnings press release or in the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. Finally, we will be making references to Total Conagra Brands, Legacy Conagra Brands, and Legacy Pinnacle. References to Legacy Conagra Brands refer to measures that exclude any income or expenses associated with the recently acquired Pinnacle Foods business. With that, I'll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thank you for joining our first quarter fiscal 2020 earnings call. Fiscal 2020 is on track following a very solid Q1. We continue to implement the Conagra Way to profitable growth by executing against the principles and plan we shared at Investor Day. We're applying our value-over-volume playbook to the Legacy Pinnacle portfolio, and we've made important progress strengthening the foundation of the business and repositioning Pinnacle’s leadership brands for profitable growth. We're also pleased to report that our ongoing integration and synergy capture related to the Pinnacle business and our deleveraging progress remain squarely on track. In Legacy Conagra, we continued to deliver solid execution and maintained our momentum in the first quarter, particularly in our leading frozen and snacks businesses. Looking ahead, we remain confident that our second half results will reflect stronger growth than the first half. We'll lap the anniversary of the Pinnacle acquisition, and the easier comps due to the start of our value-over-volume execution across its portfolio. We'll also begin to benefit from the exciting new innovations that are being introduced to the market. Therefore, we are reaffirming our fiscal 2020 guidance for all previously communicated metrics. Our agenda this morning is to provide an update on our work on the Legacy Pinnacle business, discuss our continued progress on Legacy Conagra, and share some additional details on our expectations for the remainder of the year. Turning to the Legacy Pinnacle portfolio. Before diving into the details here, I'd like to take a step back and review the central tenets of our value-over-volume playbook, which is essentially our approach to optimizing the base business and establishing a stronger foundation on which to build. As you've heard me say before, value-over-volume is a disciplined approach to growth that acknowledges not all volume is created equal and consumer demands are always evolving. The approach dictates that we consistently apply rigorous portfolio management. Value-over-volume involves eliminating weaker SKUs in advance of the launch of higher performing new products and the associated brand building investments. It also involves renovating the core and getting the fundamentals right. These fundamentals include pricing, promotion, assortment, distribution, product quality and packaging. We've previously shared that our application of value-over-volumes of a Legacy Pinnacle portfolio would be a key priority. As you can see on slide seven, we're making real progress. In fact, we're seeing very similar patterns to what we saw in Legacy Conagra a few years ago. We've trimmed low quality SKUs from the marketplace, we've seen TPDs decline near-term. But importantly, we've also seen base velocities improve sharply. We demonstrated on brands like Banquet and Healthy Choice in Legacy Conagra. This creates a much stronger foundation on which to infuse brand building investments. Wish-Bone is one of the key Legacy Pinnacle brands, where we're furthest along in strengthening the foundation. As we've discussed previously, Wish-Bone was challenged by several issues, service, quality and the label change executions. We identified the issues and took action, fixing the service challenges, improving labels for better variety communication and also upgrading the product quality. As you can see on slide eight, we’ve stabilized the business; in fact, we grew it in Q1. We also remain highly focused on executing our playbook on the Birds Eye and Duncan Hines brands. Low performing SKUs have come out of the market and fundamentals are improving. Keep in mind that we're in the very early stages of recognizing the benefits from our new innovations in these categories. The shelf reset windows at large customers are different than they are for Wish-Bone. So, the timing of their recoveries is different. We do anticipate improvement in the second half of fiscal 2020 for both of these brands as they begin to benefit from the addition of our new innovation slate. We're confident that the Birds Eye and Duncan Hines brands will continue to stabilize and are on track for profitable growth. We also remain on track across all our integrations, synergies, and deleveraging initiatives as highlighted on slide 10. Across the board, we're very pleased with the execution of our integration activities. Our employee related transitions are now substantially complete. And since the close of the transaction through the end of Q1, we've realized $71 million of cost synergies. From a balance sheet perspective, we're on schedule with our deleveraging plan, having reduced total gross debt by $148 million in the first quarter and by more than $1 billion from the transaction close through the end of Q1. As we consistently said, we remain firmly committed to maintaining a solid investment grade credit rating. Overall, we had a solid first quarter on Legacy Pinnacle; we've made good progress in strengthening the foundation across the portfolio and look forward to continued improvement in the back half of the year as we begin to benefit from the new innovations. Turning to Legacy Conagra. The business started the year well, and we're pleased with the trends we're seeing. The Legacy Conagra business delivered solid performance during the quarter. Together, the two large domestic retail businesses outperformed their planned organic net sales growth. Yet again, we saw terrific momentum in our Legacy Conagra frozen and snacks businesses. As expected, our grocery sales performance in Q1 was impacted by some holdover from the Hunt's and Chef Boyardee dynamics that we detailed last quarter. As we'll share with you today, we have action plans in place and trends are already improving. But we also experienced some unplanned softness in our International and Foodservice segments during the quarter. And this negatively impacted our top-line performance. This softness relates to some onetime issues, and both segments are expected to recover in the second half. Importantly, despite these top-line headwinds, our International and Foodservice segments overdelivered their profit plans for the quarter. Let's get into each of these items in more detail. Turning to slide 13. You can see that total retail sales for the Legacy Conagra business were up 0.9% from the same period a year ago, demonstrating 2.7% growth over the two-year period. While I'll walk you through the year-on-year drivers of the fiscal year in a moment, you can see in this chart that the two-year growth rate has been fairly stable for the past four quarters and we're entering a period of easier comparisons on a one-year basis. On slide 14, you can see that we continued our momentum in the Legacy Conagra frozen portfolio throughout the first quarter with retail sales growing 2.5%. In addition, our Legacy Conagra frozen meals business continued to outperform our peers in Q1. In fact, it has become the industry leader in the frozen category. Our Legacy Conagra meals -- frozen meals business now has the number one position in share of total retail sales and gained share of category dollars in Q1. Slide 16 demonstrates that we’re also gaining share of shelf. As we’ve discussed, in some instances, our actions to remove low-performing products drives lower TPDs as we create more holding power for our higher velocity items. In other cases, we've seen TPDs expand. In either event, our goal is to grow share of shelf. And that's exactly what we're doing. As we know, our retail customers run the ultimate meritocracy. They will give more space to the products that move up the shelf the fastest. This data demonstrates that we're earning more shelf space by having products that consumers demand. Importantly, shelf space is a leading indicator that bodes well for our opportunity to grow sales. Frozen wasn't the only leader in our Legacy Conagra portfolio in Q1. Snacks also maintained momentum through the first quarter and delivered strong results across a variety of brands and categories. Total retail sales in snacks were up an impressive 7.2% versus a year ago. Meat snacks and seeds emerged as particularly strong leaders with an increase in retail sales of 9.4% and 8.5%, respectively. Overall retail dollar sales in snacks demonstrated sustained performance improvement throughout the first quarter, having grown 9.8% on a two-year basis. Similar to frozen, our Legacy Conagra snacks business is also outperforming its peers and gaining share as demonstrated on slide 18. Turning to the Legacy Conagra grocery portfolio for a moment. If you recall, last quarter, we faced headwinds in our grocery portfolio related to pricing and promotional challenges. As the cost of steel cans increased, we implemented inflation justified pricing on Hunt's canned tomatoes and Chef Boyardee to partially offset the increased cost. However, our private label competition in canned tomatoes kept prices flat and in some instances, actually decreased prices. And on Chef Boyardee we lost some high quality merchandising. The effect of these dynamics was a higher than expected volume decline in Q4. We planned for this decline to continue through the first quarter as a carryover from Q4, and it did. We've already begun implementing action plans for each of these brands to reverse this trend. Before I get to the year to go, I'll cover Foodservice and International. As I mentioned earlier, we faced some unplanned softness in the top-line performance in our International and Foodservice segments during the quarter. International segment was impacted by external events in Puerto Rico and India that shifted the timing of sales previously expected in Q1 to the second half. While this shift in timing impacts our quarter-to-quarter results, we expect that it will have no net impact on the top-line for the fiscal year. Partially offsetting this timing shift, our International segment benefited from growth in snacks and frozen, the improved mix as well as cost savings resulted in higher than planned operating profit and margins in the quarter. In our Foodservice segment, we made the strategic decision this quarter to opt out of a particularly low margin contract, consistent with our value-over-volume strategy. While this decision negatively impacted our top-line in the near term, it was the right thing to do for the health of the business, and benefited our Q1 margins in the segment. Furthermore, we expect stronger top-line performance in Foodservice for the balance of the year with new items coming to market. We also expect better than anticipated performance from Gardein within the Foodservice segment, which will start to be included in our organic number during the second quarter. Looking ahead, we're excited about what's to come in the back half of the year. First, we are providing more promotional support on Hunt's and Chef Boyardee to better compete in market. Second, we've got a strong investment plan for Q2 for the new innovation that's about to hit the market. In fact, the second quarter will mark the peak of our investment cycle as we incur launch expenses to tee up our slate of new products. And third, we expect terrific second half growth. We'll see innovation build across many of our segments in the second half of the year. We expect our in-store presence to be much stronger and drive growth. Some categories this will be on the back of increased TPDs and in others, it will come on the back of increased facings on high velocity items. We'll also benefit from easier comparisons in the back half of the year, as we ramp prior year value or volume activity and increased competition. In addition, we’ll lap the anniversary of our Pinnacle acquisition, discreet supply chain disruptions, and the higher interest expense and share count that started in Q2 of last year. Let's go into each of these items in a bit more detail. Starting in the second quarter, we began launching new, smart promotional support for Hunt's and Chef Boyardee to improve volume trends. Remember, Hunt's and Chef Boyardee continued to maintain the number one position in their categories among branded competitors. Both brands are of critical importance to consumers. We're already seeing early traction on both brands, as demonstrated on slide 23. The first two weeks of our second quarter have shown the benefit of these strategic promotions. It’s certainly early days, and we have some tougher comps in the weeks ahead, given the year ago hurricane activity. But, we're confident that we have the right marketplace strategies now in place to deliver sequential improvement throughout the second half of the year. We're also excited to introduce exciting new products to our $2 billion snacks portfolio throughout the remainder of the fiscal year. Our latest innovation slate, a portion of which is shown here, will premiere at NACS in October. We're delivering products with bold flavors, new forms, and optimized price pack architecture. Any of you are at NACS, please stop by our booth to see this great work for yourself. We're proud of our snacks portfolio; it’s one of the fastest growing. We're confident that our continued innovation in the space will further differentiate and elevate our already iconic brands. We're also excited about our new Conagra Brands Center for Food Design, which we expect to open in the first calendar quarter of 2020, next door to our headquarters in Chicago. This is an expansion of our state-of-the-art, R&D and culinary capabilities, and will be exclusively focused on snacking related innovation. This facility will combine culinary, food and packaging design expertise in one space, enabling the rapid development of even more contemporary snacking products. We're also introducing reinvigorated innovation to our sweet treats portfolio in the back half of the year across both Legacy Pinnacle and Legacy Conagra Brands. Duncan Hines is being reframed as a sweet treat to unlock significant growing demand spaces with refreshed packaging, fun and novel flavors and new snacking platforms. Legacy Conagra's snacking brands will also receive an injection of innovation to capture consumer excitement with trending kid friendly themes. We plan to build upon our category leading position in frozen by introducing our strongest innovation slate to date throughout the balance of fiscal 2020. We've been strategically tailoring our products to fit the needs of today's busy consumers by providing them with premium, nutritious ingredients and increasing sustainability, all at affordable price points. Birds Eye is expected to benefit meaningfully from these efforts. We expect Birds Eye performance to accelerate in the second half as we see the impacts of our recently launched innovation slate, as well as upcoming new product introductions, including spiralized zucchini. As one of the largest brands in frozen vegetables, we're confident that Birds Eye is well positioned to capitalize on contemporary forms and trending flavors. Another brand in our portfolio with significant growth opportunity is Gardein, which we spoke about at length last quarter. We're working hard to continue to build out the Gardein brand to capitalize on the explosive growth in the plant-based meat-alternative space. The Gardein foodservice business grew an impressive 25% in the first quarter, and continues to accelerate penetration across multiple Foodservice channels. As we shared with you last quarter, the brand is the second largest in the plant-based meat alternative space, and has already quadrupled in size over the past four years. In retail, we expect our Gardein to gain prominence in both frozen and refrigerated as we introduce more high-quality innovation. On-trend brand with modern attributes, Gardein is uniquely positioned to generate superior velocities by leveraging Conagra's culinary capabilities, differentiated packaging techniques, and our diverse portfolio of power brands. And we are well-positioned to support Gardein's continued growth with new capacity coming on line during Q2. Overall, we're pleased with the progress Conagra has made in the first quarter of fiscal 2020. We're on track with our plan and confident in our ability to accelerate growth in the second half of the year and deliver our fiscal 2020 guidance. With that, I'll turn it over to Dave.
David Marberger:
Thank you, Sean, and good morning, everyone. This morning, I'll walk through our first quarter fiscal ‘20 performance before we open it up for questions. As a reminder, starting this quarter, Conagra no longer reports Pinnacle as a standalone reporting segment. Pinnacle's business components have been allocated to the four Legacy Conagra reporting segments to reflect how we are now managing the business. You can find historical segment financial information that reflects this recast in an 8-K furnished with the SEC on September 23rd. Slide 31 outlines our performance for the quarter. I'll walk through more detail in a moment, but I'll start here by noting a few highlights. Compared to the same period a year ago, net sales for the first quarter were up 30.3%, primarily reflecting the acquisition of Pinnacle Foods. Organic net sales were down 1.7%. The decrease in organic sales was primarily driven by the unplanned softness in International and Foodservice, and the planned declines in our Grocery & Snacks segment that Sean discussed. Adjusted operating profit for the first quarter was up 40% and adjusted operating margin increased 108 basis points to 15.7%, which was ahead of our internal expectations. I'll walk you through the adjusted EPS bridge in a moment. However, I want to highlight that while our adjusted EPS decreased 8.5% to $0.43 for the quarter, adjusted net income increased 12.5%. Our increase in operating profit more than offset the impact of the increased interest expense associated with the Pinnacle transaction. Slide 32 outlines the drivers of our first quarter net sales versus the same period a year ago. We continued to drive an increase in price mix, even after taking into account our increases in retailer investments to support brand building. It should also be noted that the 32.1% increase from acquisitions and divestitures includes 3.7 percentage points of decrease from the sales of the Wesson oil, Gelit and Canadian Del Monte businesses and the Trenton production facility. Slide 33 provides a summary of net sales by segment for the first quarter. Again, the Legacy Pinnacle business has been allocated to the four other reporting segments. So, we are not showing in Pinnacle segment anymore. I will discuss Pinnacle Q1 net sales in more detail shortly. Grocery & Snacks net sales increased 26.9% in Q1 as the acquisition of Pinnacle added 34.7% and the divestiture of Wesson oil subtracted 4.1% from the net sales growth rate. Organic net sales for Grocery & Snacks decreased 3.7% as the planned declines in Hunt's tomatoes and Chef Boyardee were partially offset by continued strong in-market performance and innovation success in our snacks business. The Refrigerated & Frozen segment benefited once again from our robust slate of innovation across multiple Legacy Conagra brands, including Banquet, Healthy Choice, P.F. Chang's Reddi-wip and Sandwich Bros. During the quarter, Refrigerated & Frozen net sales and organic net sales increased 51% and 1.5%, respectively with organic growth in both volume and price mix. Our International segment increased net sales 5.5% in Q1 due primarily to the acquisition of Pinnacle. International organic net sales continued to benefit from growth in the snacks and frozen businesses in certain regions. However, the segment’s organic net sales were down versus plan in prior year due to discrete items in our businesses in Puerto Rico and India. As Sean mentioned, these items shifted the timing of sales previously expected in Q1 to the second half. This timing shift contributed to a decrease of 3% in organic net sales during the quarter. In our Foodservice segment, we made the strategic decision in Q1 to opt out of a lower margin contract, consistent with our value-over-volume strategy. As a result of this decision, Foodservice organic net sales declined 3.2% for the quarter. Reported net sales increased 6.3% during the quarter with the acquisition of Pinnacle adding 15.3% and the sales of Wesson and Trenton subtracting 5.8% from the net sales growth rate. We expect a stronger balance of the year performance from this Foodservice segment with new items coming to market and improved performance from Gardein. Slide 34 outlines Pinnacle’s fiscal ‘20 net sales for Q1 versus fiscal year ‘19 pro forma net sales for the same period. The 9.2% sales decline was largely in line with our expectations. As we increased brand building investments with retailers, eliminated some low-quality promotions and saw some inventory reductions with retailers in advance of implementing new shelf sets. While these dynamics led to a wider than typical difference between shipments and consumption in the quarter, we don't expect this dynamic to continue for the year to go period. Slide 35 outlines the puts and takes of our Q1 adjusted operating margin versus the prior year. It's worth noting that the impact of the Legacy Pinnacle gross profit was a decrease to operating margin of 46 basis points during the quarter versus the prior year. Our Legacy Conagra realized productivity initiatives are progressing as planned and helping to offset inflation, which approximated 2.8% in Q1. We're also seeing a margin benefit of Pinnacle synergies in Q1, particularly in SG&A. Slide 36 outlines the significant progress on Pinnacle synergy capture, which remains on-track in all areas
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions] And the first question today comes from Andrew Lazar of Barclays. Please go ahead.
Andrew Lazar:
Good morning, everybody. And thanks for the questions.
Sean Connolly:
Good morning, Andrew.
Andrew Lazar:
Hey. So, first off, you talk about the -- what you see is still strong momentum in the Legacy frozen business specifically. I guess, in some of the more recent data, we've seen a little bit that both some of the -- on a sequential and sort of two-year basis, some of the trends slow a bit on again those Legacy frozen brands. I guess, what do you attribute this to? And do you expect this to perk up as fiscal 2Q progresses? And if so, what drives that?
Sean Connolly:
Sure, Andrew. Let me address that. First, let me give you my perspective on our top-line trends overall. As you heard me say in my prepared remarks, top-line is tracking pretty much how we planned it with the obvious exception being International and Foodservice, which is again timing. Frozen is thriving, snacks is thriving; grocery is on track, navigating some competitive dynamics on a couple of brands, and value-over-volume is doing its thing on Pinnacle. So, one quarter down, we're on track. Now, in Q2, we're investing meaningfully to tee up a terrific innovation slate that will support our strong second half growth. That's always been the plan, and we're excited to see it unfold. What you're seeing much more recently is a function of the fact that we are in a transitionary period at some major customers with respect to new shelf sets in frozen. And we have in fact seen some out of stocks as the new tags are being set. So, to be clear, no drop-off in consumer pull. This is a temporary dynamic; it's fairly typical in -- right in advance of the new shelf sets. And in terms of share of shelf and share of market that we're seeing in the very early days of these new shelf sets, we continue to see positive momentum. So, that bodes well.
Andrew Lazar:
Great. That's really helpful on that one. So, thank you for that. And then, I guess lastly, just I wanted to zero in a little bit on the sales bridge for a moment. Specifically price mix, excluding the retailer investments, accelerated significantly from 4Q to 1Q. Retailer investment declined at a greater rate sequentially. I assume some of this is spending against the Hunt’s and Chef sort of competitiveness and reflected in those retailer sort of spending investment bucket. But, maybe you could talk about that a bit. In other words, I guess, what part of retailer investments is sort of promotions on these brands, maybe versus actual brand building at the point of sale?
Sean Connolly:
I'll give you some big picture on that Andrew. And Dave, fill in any details. When we partner with our customers to drive mental and physical availability on our brands, it's kind of a holistic discussion. Again, it may involve merchandising off the shelf, it may involve pricing incentives. It's the total package. It may involve online programs, things like that. So, that's really a holistic program. But, with respect to Q1, keep in mind, we had particularly strong growth in frozen and in snacks. And part of what drives that growth is the investments that we are making with our retailers. On Hunt's and on Chef, you're really talking more of a Q2 and beyond investment, because those programs are just now hitting the marketplace as we speak. So, that's more of a Q2 and on function than what we saw Q1. Anything I missed there, Dave?
David Marberger:
Yes. Just to add, as you see on the bridge, Andrew, we invested 1.7% of organic net sales in investment in Q1. We do expect that Q2 net level will be higher. And I made that in my comments that will impact Q2 gross margins relative to Q1; and that in the second half, we expect those levels to be lower than the first half.
Operator:
The next question today comes from Ken Goldman with JP Morgan. Please go ahead.
Ken Goldman:
Sean, I wanted to ask about the comment that you said, we expect terrific second half growth. I appreciate the reasons why, and you laid them out well. I just wanted to follow up a little bit on the distribution part of that. To what extent do you have locked in a lot of these TPD gains for especially the Birds Eye business that you talked about in the second half, or is some of it's still, hey, you’re negotiating with your retailers for this shelf space?
Sean Connolly:
Ken, we keep a new item tracker on every single new item we have that has our targeted ACV, our targeted TPDs, and then has our progress in terms of what has been accepted and what has not. So, we've got a roadmap. And by now, we have a pretty good handle on what has been accepted, we feel very good about it. That's a large part why we feel so good about the inflection in the back half of the year. It's really the combination of much, much easier comps on a lot of these brands, plus basically the polar opposite of what was happening last year at this time unfolding, where items were coming out that were particularly weak velocity items. Now, we've got our largest slate of innovation yet frankly across the board, not just Legacy Pinnacle and Birds Eye that is hitting the marketplace now through the back half of the year. So, feel very good about customer acceptances and the innovation slate in the back half.
Ken Goldman:
And then, I guess, the philosophical question I would have as a follow-up is, you're many, many months into the Pinnacle deal now. You talked, when Pinnacle first started coming in a little bit below your expectations about some of the things that maybe prior management had done that you wouldn't have. In hindsight, is there anything substantial, anything meaningful that you and your team could have done differently or would have done differently? Any learnings from that that you might apply to any future deals that you do, just again, in hindsight with the benefit of 2020 vision?
Sean Connolly:
Well, as we've passed through multiple times, after we closed on the deal, we did learn some things about the business that had to be addressed. And our approach is to address them head-on. And we are doing that. And in fact, you can look at the absolute numbers on Pinnacle in the quarter as an example and say, well, how could it be on track? And the short answer to that is, because it is. When we realized that we had to deal with some of these things on the Pinnacle portfolio head-on, we knew right then that we had to execute our value-over-volume playbook. And keep in mind, value-over-volume is about cleaning up and strengthening the base. It may not be pretty optically when you're in the throes of it, particularly when you're in close proximity to the shelf sets and inventories adjust, which is what we saw in Q1. But, it is an absolutely critical step to improving velocities and establishing that stronger foundation on which we can build. And if you look at what we've done on Banquet on Healthy Choice and Marie and now even Wish-Bone, you've got to have the courage of your convictions to build brands the right way for long haul, and we do. So, we definitely had some things unfold on this business that we did not plan for. But, once you're at that point in time, it's really a question of how do you respond to it. And this is how we're responding to it. Not to mention the synergies that we are managing to extract from the combination are proving to be quite attractive.
Operator:
The next question today comes from Bryan Spillane with Bank of America. Please go ahead.
Bryan Spillane:
So, I guess, a question for me is just around, with a lot of this innovation hitting in the second half of the year, is it -- is the innovation on its own margin accretive, or are you supporting the margins, because you're going to be pulling in more synergies? So, I understand the dynamic with the slotting fees in the second quarter and that might sort of dilute margins initially. But, I was just trying to get an understanding of run rate wise how much -- what the impact of this innovation will have on margins over time?
Sean Connolly:
Well, principally, we always aim for margin accretive innovations. Now, that is not always the case. We talked about spiralized as an example over the last several quarters where the Pinnacle organization previously opted out of spiralized, because it would be margin dilutive. That is a kind of an exception, when you have the consumer absolutely demanding an innovation and in the short term, it requires a dilutive gross margin profile, my position is you've got to get in the game. You can cede that beachhead to your competition. So, there will be examples where in the short-term the margins could be dilutive. And certainly in the short-term, you've got some startup investments. We're putting a lot of the startup investments, as an example for -- which will help us in the back half into Q2. But in general, we are looking for margin accretive innovation. And quite frankly, we've been quite successful at that over the last several years. Dave, do you want to add to that?
David Marberger:
And Bryan, if you look at Q1, I know it gets a little bumpy with us now having Pinnacle in there. But if you look at Refrigerated & Frozen, and you can see the margin improvement. And you can see that Birds Eye really helps with the overall margins of the segment. And so, with a lot of innovation in Birds Eye, obviously that's margin accretive. And in our snacks business, great margin there on innovation. It’s hard because it's combined in a segment that has other businesses with it. So, a big part of our focus is looking at the margins whenever we launch new products.
Sean Connolly:
Just one other point on that that's worth the folks on the line keeping in mind is, if you think about the Legacy Conagra portfolio, and even to some degree, the Legacy Pinnacle portfolio, it was heavily skewed toward the value -- or value tier, a value orientation. So, we have been working nonstop for five years to premiumize our Legacy CAG portfolio. We're certainly working now to premiumize the Pinnacle portfolio. And while the old school thinking is that when you add more COGS, your margin comes down, actually we’ve experienced the opposite. When you build better quality products and better quality packages, you can price for it. And when you can price for it, you can build back not only your margins, but your retailer margins, which we've done. And that's one of the things that has helped our relationships with our retailers to grow progressively stronger over the years.
Operator:
Next question today comes from Robert Moskow with Credit Suisse. Please go ahead.
Robert Moskow:
Hi. Thanks. I just wanted to dig a little bit deeper into the sequential progress of Pinnacle. If I'm looking at that operating margin dilution chart correctly, it said that Pinnacle was dilutive by 10 basis points. And just using that, I get to about $90 million of operating profit for the quarter, which I think is a little bit down from the prior quarter. And then, you said, sales down 9% from prior year. So, is this really in line or was the retailer inventory reductions I guess a little more than you expected? And am I doing the math right?
Sean Connolly:
Well, let me take the inventory piece, Rob. And Dave can weigh in on the balance of it. Because it is very consistent with what we expected and it's very consistent with what we've experienced before. And frankly, it's something that -- it's something that we have experienced from time to time on our broader business. So, just a broader comment on this notion of shipments vis-à-vis consumption. Again, Dave add any more detail. I want to remind you, our business historically shows shipments and consumption track pretty closely together. But, from time to time, they will diverge. And in our case, if you see that divergence, it's likely tied to one of four factors. One is value-over-volume driven reductions in retailer inventories. And this is because when SKUs get eliminated, so do the safety stocks on those items. And it usually occurs in close proximity to shelf resets. And that's what we saw in Q1 on Pinnacle. As you saw, consumption was tracking on Pinnacle very consistently with where we've had it in that 4 to 4.5 -- down 4.5% range. The second factor is increased brand building investments with retailers that are accounted for above the line. And in Q1, we saw that on both Pinnacle and on legacy CAG. The third occurrence where you might see the divergence is when we take deliberate actions that you can't see in the scanner data. We did this in Q1 on legacy CAG because we exited some private label products that were not the margin profile we liked. And then, the fourth factor when you’d see it is declines in unmeasured channels. And we saw a bit of that in Q1 on our Duke's brand tied to the supply chain disruption we experienced in Q4 and recovering from that, but that root cause is behind us. We expect normal distribution to be in marketplace on that business in the second half. So, we saw some divergence both in our grocery snacks business and in the Pinnacle business. It's not typical for us. But, when it happens, it’s tied to those four things. And we can bridge those out. And every element of it makes sense with how we anticipate it to fold out. Importantly, we don't expect shipments to lag consumptions in the year ago period, the way they did in Q1, either on Legacy Pinnacle or our Grocery & Snacks business.
David Marberger:
Yes. And just to add, Robert. When you look on the operating margin bridge, which is one of the things you're referring to, we do show that Pinnacle's 46 basis points dilutive, and that's just to demonstrate that -- and this was when we reported Pinnacle separate last year, you could see the Pinnacle gross margins are below the overall Legacy Conagra gross margin. So, by bringing that business in is to show that it's dilutive. But, what gets a little complicated now that the synergies coming in and SG&A going out, a kind of standalone Pinnacle at this point is really not relevant. We're not reporting it that way. But, that's just to show that the gross margins for Pinnacle coming in are lower than overall company average, which is what you saw at the end of last year.
Robert Moskow:
So, just to follow up, Dave, this 46 basis points, does that include the benefit of the synergies or is that separate from the synergies?
David Marberger:
Yes. It's a good question. It includes some benefit, the way that we actually capture a synergy and unallocated it, some of it can go to a Pinnacle item, some of it can go to Legacy CAG. Right? So, if it's in procurement and you're able to get a benefit of reducing your overall buy on a certain ingredient, it may benefit the ingredients that you use on Conagra products and Pinnacle products. Right? So, that synergy gets allocated. So, some of it’s in there, but not all of it.
Operator:
The next question today comes from David Palmer with Evercore ISI. Please go ahead.
David Palmer:
You mentioned that brand building will be outsized in fiscal 2Q and the impact will be greater to gross margin than in the first quarter. I guess, I'm most curious about the magnitude of that increase. And just to be clear, is it largely going to be contra revenue and gross margin hit rather than a traditional advertising and consumer marketing expense?
Sean Connolly:
Well, first of all, welcome back, David. Good to have you on the line. Yes. The answer is yes to your question. This is -- the way to think about this is we've got -- both in Q2, you see some Birds Eye stuff, that's recently hit the marketplace in the back half of the year, we have a ton of stuff hitting the marketplace. We've got to tee that up to get this kind of shelving we want, the eye level placement we want. Basically, all the awareness drivers have to get in place and then the trial drivers get in place. And we're doing a lot of that as we've done consistently over the last couple years in store because we find it far more effective in spotlighting our new items than running TV commercials at 3 o'clock in the morning, as an example. So, that does hit add a peak in Q2 and it is a central piece of making sure we've got that buzz out there in advance of when we expect to see the takeaway kick in, which is in the back half of the year.
David Palmer:
And then, just on frozen, the frozen business, in the quarter, and I think you touched on it that the shipments were less than consumption. And perhaps that was somewhat the reshelving that's happening rather than some trade inventory dislocation, because Nestlé shifted out of DSD into warehouse that was a little bit of a concern. So, maybe you can clarify that. And then, also, I know that when you did some of your more rapid innovation periods past, particularly when you did bowls, which were a premium offering, that was perhaps not as incremental, the shelf as you would have liked or thought as some of the retailers instead replaced some of your lower priced, older varieties. So, I'm wondering if you're making adjustments this time around to make sure you get that incremental shelf as you put out these new varieties. Thanks.
Sean Connolly:
All right. So, there's a lot in there. Let me try to hit the piece there. First of all, in terms of some inventory reductions at retailers, it's really not a lot noteworthy in frozen. It was really a concept around the Legacy Pinnacle business and value-over-volume and a bit of the Grocery & Snacks business that I already talked. With respect to the shelf and the dynamics with customers right now, I would say, these are certainly very dynamic times, but our relationship with customers is very strong. And I feel very good about the progress we're making in terms of getting new items on the shelf. Certainly creating space for new items always starts with us proactively spotlighting our own items that need to come out. That's kind of value-over-volume. And in the simplest sense, our customers want to grow and they understand that their shoppers demand modern products. And our innovation capabilities are clearly well respected with our customers as we drive growth in their priority categories of the innovation. So, they continue to embrace our innovation. We are also working very collaboratively with many of our traditional customers though to help them navigate their exploding e-commerce business, particularly the in-store pickup piece or what some people call click and collect. And what we're doing with them there is trying to create more holding capacity within the store for top movers, think of that as high velocity items. And the reason we're doing that is to avoid out of socks, because they not only have their old foot traffic on the ground, now they've got all the people that are doing click and collect and doing pickups. So, you've got to create more holding power on those high velocity items. And that's particularly important in space constraint spaces like frozen where you would seen and we'll continue to see the actual number of TPDs coming down. But, I think, it is critically important, you don't confuse that TPD read with linear feet of shelf space being reduced, because that is not happening. In frozen single-serve meals as an example, we actually see real estate expanding. TPDs are coming down intentionally collaboratively with us and our customers. We have to have more holding power on our high velocity stuff because that leads to better sales and those are the things that really turn. But, it's a more limited assortment with more facings for big brands that have high velocities and those are brands like ours.
Operator:
The next question today comes from Chris Growe with Stifel. Please go ahead.
Chris Growe:
I just had a question for you, if I could, first on this -- the drag on volume from Foodservice and International. It looks like it was about half of the volume decline, if I’m calculating that properly. I don't know if you quantify that exactly, but that's what I got came out. Does the remainder of that drag then on volume -- it looks like it mostly came from the grocery division. Does that -- is that what you expect to improve in the second quarter as you think about some of those investments you’re making?
Sean Connolly:
Yes. The grocery piece, as I said in our prepared remarks, the decline in grocery was planned; it was highly focused on the two brands we discussed. And that is where -- we planned it that way because we didn't put the action plan in place until the very end of the quarter which really impacts Q2. And that's pretty much how it's played out. So, while it is early days on those action plans, you could see some of the numbers that we showed you today. We do like the traction we see. And those typically are very responsive brands. They are number one market share brands. When we're fully competitive, we tend to move a lot of volume. So, that's what we expect to improve as we move through Q2.
Chris Growe:
And then, just to be clear on that Foodservice and International drag, does that get better in Q2 or is that more just better than -- does that continue in Q2 and better in the second half?
David Marberger:
Yes, Chris. So, the biggest driver in the first quarter was the timing of sales, both in India and Puerto Rico. So, assistance programs in Puerto Rico were delayed in the quarter and that had a significant impact on our export shipments in our sales. And shipment patterns changed certain sales in India which caused timing shifts between quarters as well. So, we expect these businesses to remain on track to plan for the full year. That's just a timing push for international.
Chris Growe:
So, a push into 2Q or a push into second half?
David Marberger:
Year to go.
Chris Growe:
Okay, got it. And a just one quick one, if I could, on the innovation costs. Are those -- is that reflected in your retailer investment category you still do in the sales breakdown? Is that what we should see some of these incremental costs coming through in Q2 for the new products?
David Marberger:
Yes. So, when you talk about innovation, if you are talking about the cost to get to market and distribution, yes, you will see that above the line. There is obviously all the developmental costs of innovation, R&D and manufacturing resources and test runs and all that. And all of that hits in SG&A or cost of goods sold. But the actual distribution commercialization push with the customer is above the line.
Chris Growe:
Slotting fees for example as well would be in there. Right?
David Marberger:
Right.
Operator:
Our next question today comes from Steve Strycula with UBS. Please go ahead.
Steve Strycula:
So, the question, Sean, one of the feedbacks I’ve gotten -- received this morning is that there's a little bit of a disconnect between I guess where you guys had planned internally for sales were seem to be online as you say, and externally just having it down 1.7%. How do we think about the trajectory of the business for Q2 through the balance of the year for some of your investors who want to kind of be more aligned and familiar with what you are planning internally for how that business rebounds? Clearly, you're emphasizing the back half. But, do we see directional progress in Q2 to get halfway there, I mean, like closer to flat territory for your organic sales? Just help us understand kind of that shipment aligning versus consumption as we move through the back half.
Sean Connolly:
Yes. Steve, one of the reasons why I think consensus was a little farther off with our internal plans because we don't guide to the quarter, and we're not going to guide to the quarter, but we want to be helpful in getting the shape of the curve right. And I think the message today is quarter one is on track. The back half we're counting on being big in terms of growth. And Q2 is really a quarter that sets up the back half in terms of investment, which is why Dave made the comments on gross margin that we've got, because we've got some contra gross margin and contra net sales investments hitting in Q2. So, that suggests that the real inflection that we're going to see is really coming in the back half of the year. Dave, do you want to...
David Marberger:
Yes. Just to add, and here again, we don't guide quarterly. But to give a little bit more context, you should see sequential improvement in organic net sales from Q1 to Q2, and then improvement from Q2 to the second half to get to our full year outlook of 1% to 1.5%.
Steve Strycula:
Okay. Thanks. That's helpful. And then, Sean, for clarification, I think going back to Andrew Lazar's question and I think maybe Palmer's question, but your frozen piece of the business for Legacy Conagra, it seems like you have confidence that that is in intact. And would you say that because we see -- we're paying attention to the distribution losses and as it’s tracked in Nielsen, you're saying that is kind of a -- that's a little bit misleading? Could you kind of like run through that one more time? And Dave, can you confirm on the $40 million synergies, whether that's a net or gross number? Thanks.
Sean Connolly:
Yes. So, let me try to simplify frozen. There's a lot going on right now in frozen. Dynamic times, we've got shelf sets being kind of reshuffled at major customers. Big part of that is to accommodate this whole higher holding capacity on high velocity items to support the click and collect business, which by the way, is not just a customer priority, it's our priority. Our sales look better when we've got more holding power on high velocity items. So, a lot of dynamics going on. Within that, in space constrained spaces, you may and likely will see TPDs coming down. And I think this is important because sometimes TPDs are assumed as a proxy of real estate, and it is not an accurate proxy of real estate, where actually, as I pointed out, single-serve meals is growing in real estate, but it's -- we're getting more facings on high velocity items. So, a lot of this is happening right now as we speak. And not only I'm very pleased with leading up to those shelf planogram change with how we perform, because if you look at our data, our sales are the best in the industry, our share of shelf is the best in the industry, and no one else is even remotely close. So, that's good. And then, as we see the new planograms unfold, I continue -- even though we've had some near-term out-of-stocks in the shelf that is getting reset, I continue to see positive things in terms of our overall market shares and our overall share of shelf within the new shelf sets. So, nothing but -- it's dynamic times, but nothing has changed in terms of the consumer pull and the appeal of our brands to consumers and customers alike.
David Marberger:
And Steve, to your second question, it is a net number.
Operator:
The last question today comes from Jason English with Goldman Sachs. Please go ahead.
Jason English:
I guess, I'll jump off of the net synergy number. Congratulations by the way on net synergy realization, impressive uptick from the run rate you guys finished last year. Is the full year number of 130 still the right way to think about it,, given the pace you're running at right out of the gates here? And if you could remind me, is that 130 -- is that a cumulative number for the full year, or is that incremental over and above the $31 million you realized in fiscal ‘19?
David Marberger:
Yes, Jason. So, let me -- let me take it from the top. We're obviously very pleased with the progress we're making with synergies. We're focused on it. We track it closely. In the first quarter, we delivered $40 million in synergies. About two-thirds of that was SG&A, which is what we expected. We're still estimating the total synergies of 285 through fiscal ‘22. One quarter under our belt still early in the year. So, we’ll provide an update at the end of the second quarter on exactly where we see synergies coming in for the full year. We had said previously that we would be at 55% of total synergies by the end of fiscal ‘20. We're going to update that at the end of the second quarter as we continue to see our progress. In terms of cost to achieve, just to hit that, that's $87 million program to-date, we're still on track with the $320 million through fiscal ‘22.
Jason English:
Awesome, I appreciate the incremental detail there. And then, one more, I guess sort of a multilayer question. First, the step-up in trade spend, I totally understand how that's going to our retailer market. I totally understand how that contra revenue is going to weigh on price realization in margins next quarter. But, it sounds like we should be expecting a nice little volume response on grocery. And then, we've got these international issues, which sound like they were kind of isolated. Those go away. And I imagine a lot of your activation on frozen, while you're not going to see the consumption ramp for some time, it sounds like it's been accompanied by the distribution build. So, we should at least still expect some degree of pipeline fill. So as I stack those up and I contemplate the shape of how year progresses, while organic may not really accelerate in earnest for the back half, is it fair to say we may actually see some real evidence of the uptick coming through in earnest on the volume line in the next quarter?
Sean Connolly:
Well, on the volume line, you are going to see volume diverge obviously from sales, because the contra net sales items are really about setting it up. So, there will be some new items that are going to build momentum in the second quarter volumetrically. The net sales piece of it you're going to see inflect more in the back half of the year.
Jason English:
Got it. Yes. So, it sounds like we will see some evidence at least building in volume, a little earlier than the back half, which would obviously be encouraging.
David Marberger:
Yes. With organic, as I said, Q2, we expect to be better than Q1; and then, the second half to be better than Q2. So, that’s sales but obviously with the higher investment in there. You can do the math on volume.
Sean Connolly:
And part of that Jason is, the gap between shipments and consumption on Pinnacle in Q1 is -- again, that is a typical thing in close proximity to the shelf resets. Those are basically unfolding now. So, on a year-to-go basis, we don't expect to see that kind of lag. And that will begin here as we go into Q2. And that’s the volume piece of it.
Jason English:
Got it. So, there could be some bleed over that issue into Q2, which we should contemplate then, if it's ongoing now, fair to say?
Sean Connolly:
I wouldn't say it's a straight line for the balance of the year. But, over the course of the year-to-go period, we don't expect there to be a lag between shipments and consumption.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney:
Great. Thank you. So, as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. The IR team is available for any follow-up discussions that anyone may have. Thank you for your interest in Conagra Brands.
Operator:
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator:
Good day. And welcome to the Conagra Brands Fourth Quarter Fiscal Year 2019 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Brian Kearney. Please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I'll remind you that we will be making some forward-looking statements during today's call. While we are making those statements in good faith, we do not have any guarantee about the results that we will achieve. Descriptions of risk factors are included in the documents we filed with the SEC. Also we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales growth, refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings release for additional information on our comparability items. The reconciliations of those adjusted measures to the most directly comparable GAAP measures can be found in either the earnings press release or in the earnings slides, both of which can be found in the Investor Relations section of our website, Conagrabrands.com. Finally, we will be making references to total Conagra Brands as well as Legacy Conagra Brands. References to Legacy Conagra Brands refer to measures that exclude any income or expenses associated with the recently acquired Pinnacle Foods business. With that, I'll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thanks for joining our fourth quarter fiscal 2019 earnings conference call. We have a lot discuss. So, let’s start with what I want you to take away from today. First, we remain confident that we will deliver long-term value by continuing to implement the Conagra Way to profitable growth. Our unwavering commitment to the Conagra Way will serve both, legacy Conagra and Pinnacle well into the future. Fiscal 2019 was a year of remarkable transition. We did a major deal that required more attention than originally anticipated, but I’m pleased to report that we continue to make progress stabilizing the Pinnacle business. We’ve hit several key integration milestones and our deleveraging initiative is on track. As you saw in our release this morning, our Q4 results were disappointing. This was largely due to discrete issues on a few businesses as a result of non-economic behavior from competitors as well as unfavorable market conditions for our Ardent Mills joint venture. These issues accelerated late in the quarter and we see them as transitory headwinds. Now, I'm going to unpack the drivers of our Q4 performance in a moment, but before I do, I want to comment on the year, because fiscal 2019 -- in fiscal 2019, we took several very important steps, both organic and inorganic to enhance the long-term health of our business. These will help us play offense in fiscal 2020 as we bring to market another robust slate of on-trend innovation. That innovation is also a major factor in reiterating our earnings guidance and increasing our organic growth guidance for fiscal 2020. Dave will provide more guidance information later. I’ll wrap up by sharing some thoughts on our opportunities within plant-based meat-alternatives. Now that we own Gardein, we are very well positioned to capitalize on the explosive growth in this exciting space. So, before I jump into the details of the quarter, I want to frame up the big picture. Fiscal 2019 was transformative for us and we made very good progress securing our foundation during the year. We significantly advanced the Conagra Way playbook by deploying our principles across the portfolio. Our principals dictate that it’s important to be lean, so you can be agile but that you can’t cut your way to prosperity. Growth is essential and not all growth is equal. The consumer has to be top of mind and innovation capability counts. Fiscal 2019 also brought the launch of our largest innovation slate to-date along with an emphasis on supporting our brands with efficient marketing programs. As a result, you can see, we’ve had sustained consumption growth over the past two years. We also delivered organic net sales growth for the second year in a row. Our disciplined approach to innovation and brand building, particularly across our frozen and snacking portfolios is paying off. The result has provided us with a rock solid foundation from which to deliver on our new, long-term growth algorithm. Our successful completion of the Pinnacle Foods acquisition during the year accelerated the next wave of change at Conagra. Pinnacle was an obvious fit that increased our scale, enhanced our frozen platform, and added leading iconic brands in attractive categories. We’ve made tremendous progress integrating the businesses, realizing synergies and positioning Pinnacle’s Big Three brands for a return to growth. We also continued to reshape our overall portfolio for better growth and better margins during fiscal ‘19 by divesting non-core assets. Let’s take a closer look at the Pinnacle business. Starting with the integration on slide nine, we achieved a critical milestone at the end of the fiscal year. We successfully transitioned Pinnacle’s legacy order-to-cash and financial ERP systems on to Conagra’s SAP platform. This took a tremendous effort by the integration team and it went off without a hitch. In fact, across the board, the integration continues to run smoothly, and our synergy capture remains on schedule. Since the transaction closed in late October, we have recognized $31 million of synergies. From a balance sheet perspective, I'm pleased to report that we remain on track with our deleveraging plan, having reduced debt by $450 million in the fourth quarter and $886 million from the close of the acquisition through the end of the fiscal year. We remain fully committed to achieving our goal of a net debt to adjusted EBITDA leverage ratio of 3.6 to 3.5 times in fiscal 2021 and maintaining a solid investment grade credit rating. Turning to business performance. The Legacy Pinnacle business came in at the high end of our net sales guidance, and operating profit expectations in the quarter. I'm very happy to report that Big Three brands, Birds Eye, Wish-Bone and Duncan Hines all progressed toward stabilization in Q4. We've begun to implement our value-over-volume playbook with the Pinnacle portfolio, and overall, we feel good about our progress just seven months after closing this major strategic acquisition. As expected, the implementation of our value-over-volume approach resulted in short-term sales declines as we pruned the low performing SKUs to clear the decks for our new innovations. The good news is that the products in the market are performing well. The increase in base sales velocities, as shown in the graphic on the right demonstrate that our approach is working. We're building a stronger base on which to layer new innovations coming to the market later this year. Let's move on to the Legacy Conagra business. While we’re confident in our long-term trajectory and that fiscal 2019 overall positions us well for the future, our financial results for Q4 did not meet our expectations. Our Q4 results were hampered by several unique items, each of which we will unpack for you today. Q4 organic net sales growth in the Legacy Conagra business missed our guidance by 240 basis points, which equates to about $43 million. The unexpected items that drove this shortfall included negative impacts of intensified promotional competition in our Hunt’s, Chef Boyardee and Marie Callender's businesses. This drove about three-fourth of our sales miss this quarter. We view this as a transitory renting of market share that happens from time to time. We are not going to let these near-term events disrupt our disciplined approach to brand building. We also experienced some unexpected manufacturing and co-packer related challenges in the quarter. These issues were one-off in nature and have been addressed. Our EPS miss was primarily due to these items combined with weak performance in our Ardent Mills joint venture during the quarter, driven by lower than expected wheat prices and a lack of market volatility. Let's take a closer look at how this merchandising dynamic affected our Marie Callender's brand. Fiscal ‘19 was an important year for Marie Callender's as we undertook significant changes to modernize the brand and improve profitability. These changes included adding modern attributes and flavor profiles with simplified, higher quality ingredients, transitioning from trays to bowls, rightsizing portions and optimizing lower performing SKUs. As a result of these changes, the underlying brand health is far better, and our new Marie Callender's items have significantly higher velocities than the meals they replaced. Unfortunately, some of our competitors took a different approach in recent months and prioritized short-term growth via heavy promotion. Slide 14 highlights one example, where our competitor's product was discounted to drive significant incremental or promoted growth. As we move through the fourth quarter, our competition became more aggressive on price and displaced some of the very valuable merchandising support that we had anticipated for Marie Callender's. We don't believe that the short-term renting of our market share is a sustainable way to compete. We’ll stay true to the Conagra Way playbook and our principled approach. Holding fast to principles can be difficult, especially when competitors are making different choices and heading down a path that could be viewed as profitless prosperity. We will not adopt a volume over value approach here and will not return to the old habit that we worked so hard to eradicate. But, we may from time to time take short-term actions to protect our share as we look to continue to build for the long term. We also experienced some unanticipated effects of our disciplined approach to pricing in our grocery portfolio. As you can see on slide 15, the cost of steel cans increased 14% year-over-year. As we took inflation justified pricing on Hunt's and Chef Boyardee to partially offset the increased cost, we experienced higher than expected volume declines. In our Hunt’s canned tomato business, our pricing actions translated to shelf price increases. Last quarter, we said that we saw a competition announcing price increases and you can see that reflected in the all other increase of 4.5%. But, what we did not anticipate is that private label would stay flat and in some instances actually decrease price. By the end of the quarter, price gaps were simply too wide for consumers to ignore and we lost volume. Similarly, on Chef Boyardee, we took price increases throughout the year. In Q4, the elasticity impacts of these increases were exacerbated by a decrease in merchandising support that was beyond our expectations. Each of these brands, Marie Callender's, Hunt’s and Chef Boyardee has a leadership role in its respective category. When on-shelf price gaps grow too wide or merchandising becomes uncompetitive, volume can be impacted quickly and significantly in the short-term windows and that was the case in Q4. In response, we will not change our principles. We continue to believe that profitable growth is key. And historically, aggressive pricing actions have proven to be unsustainable. But, we will remain agile in the face of hyper-promotional behavior by the competition and we’ll tactical defend our share where it makes sense. Our second transitory factor that impacted us in Q4 was manufacturing and co-packer issues. P.F. Chang’s, Duke’s, and Peter Pan were affected by isolated production challenges during the quarter. Importantly, we are confident that we have the right resources in place to manage food safety and quality issues across the enterprise. Root cause for each of these issues has been identified and properly addressed and the related customer service disruptions have been corrected and restored. Finally, our Q4 EPS was also impacted by weakness in the Ardent Mills joint venture. Ardent Mills profit eroded during the quarter, lower than anticipated wheat prices and reduced volatility in the wheat markets negatively impacted Ardent’s results. Q4 presented a variety of headwinds to navigate. Ultimately our results did not meet our expectations. But, we were not thrown off course. While we had our challenges, there were also clear signs of continued progress during the quarter. With respect to our Legacy Conagra business, Q4 saw a continuation of the strong performance in our snacks business and positive results from frozen single-serve meals that we have talked about all year. We also delivered solid performance in our international and foodservice segments during the quarter. Finally, we over-delivered on our free cash flow target for the year and remain on track with our deleveraging goals. Dave will add more detail on our strong cash flow during his remarks. Slide 19 shows the continued growth in total sales and average weekly TPDs in our frozen single-serve meals portfolio. Notably, in Q4, we lapped the 13% growth we delivered in Q4 fiscal 2018, which was one of the best quarters we've ever had in frozen single-serve meals. We still delivered nearly 6% growth on top of that this quarter. So, as we look at the continuing trends in our sales in this key category as well as the trends in TPEs, we're very pleased with our progress. Our approach is not only having a positive impact on our results, it's also driving overall category growth in frozen single-serve meals. Our competition is aware of this growth, and they certainly want in on the action. We believe it's part of why we're seeing some of the unsustainable promotional activity. Our strategy is not driven by price, but a rigorous approach to modernizing and premiumizing our brand through renovation and innovation. You can see on slide 21 that our innovation is driving growth and performing far better than that of our key competitors. Let's turn to our snacks business, which continues to exceed our expectations. Slide 22 details the growth we delivered in Q4, which included contributions from every key snacking vertical, popcorn, meat snacks, sweet treats, and seeds. Overall, retail dollar sales in our Legacy Conagra snacking portfolio grew 12.6% on a two-year basis in the fourth quarter. You can see a sustained improvement in our performance, following last year's NACS show where we unveiled our new approach to snacks. Our international segment performed extremely well throughout fiscal ‘19 and in the fourth quarter in particular. These strong results have been driven by our successful efforts to reinvent frozen meals in Canada, drive snacks growth in Mexico, modernize iconic brands internationally and implement our value-over-volume strategy to realize the power of our strong brand equities. The continued execution of our value-over-volume strategy also benefited our foodservice segment in the quarter. We're continuing to build a higher quality revenue base in our foodservice segment and accomplishing considerable margin expansion. I next want to spend some time previewing our robust innovation slate for fiscal 2020. Slide 26 shows just some of the frozen innovation we have in store for this year. Yet again, we’ll be delivering products with modern brand attributes, simplified labels and ingredients and bold flavor profiles. Retailers have responded very well to these products, some of which will start shipping soon. We expect to see these products reaching the marketplace in the first half of fiscal 2020 and hitting their full stride in the second half. We have plans to continue to build upon our snacking success in fiscal 2020 with the launch of our strongest line-up of snacking innovation to-date. That includes these provocative new meat snacks with bold flavors, new forms and optimized price pack architecture. We’re also launching our salty snacks into neglected and growing coves of the market, where we can extend our brands through innovation. We are reframing our sweet treats brands to unlock significant growing demand spaces that meet modern trends. We're reinvigorating snack pack and reaching out to Hispanic audiences with products like the co-branded Fanta jells you see here. With this innovation, we clearly have confidence that our snacking portfolio will maintain its momentum in fiscal 2020. We also have big plans for the Pinnacle portfolio. You can see some of those upcoming innovations on slide 30. We believe we have a tremendous opportunity to contemporize our newly acquired leadership brands to capitalize on key growth targets. One area of the Pinnacle portfolio where we now see far greater growth and innovation opportunities than previously forecast is the Gardein brand. I'm sure you've seen all the recent attention on the plant-based meat-alternative space. We think there's no brand that better illustrates the enormous long-term opportunity ahead than Gardein, a real jewel in the portfolio that we haven't spent a lot of time talking to you about or capitalizing on in market. Gardein has a solid presence in foodservice and a leadership role in plant-based meat-alternatives at retail. Here's how we're thinking about this exciting, high-growth space between now and fiscal 2022. We start by sizing the total opportunity. Based on our analysis of product substitution in other categories, almond milk for cow's milk as an example, we can reasonably predict the opportunity for plant-based meat-alternatives. And here's where it gets really exciting. Because the opportunity shouldn't be viewed as just a percentage of fresh meat, we think the opportunity is a percentage of all foods that contain meat. Based on this view, our analysis shows that plant-based meat-alternatives could achieve a 15% share of both of these market segments. That means the opportunity here could be in the range of $30 billion, just in the U.S. And you know, there's even more opportunity internationally. So, the financials are compelling. I think, many of you may be surprised by the numbers on slide 33, showing just how large the Gardein brand is already. It has quadrupled in size over the past four years, and is now the second largest brand in the meat-alternative space with annual sales of more than $170 million at retail and across foodservice channels. Importantly, we will be well-positioned to support continued growth because we have new capacity coming on line in the coming months. These expanded resources are already well underway, and we expect them to be operational in the fall of 2019. And we anticipate that capacity will be used to produce more than just burgers. While plant-based burgers are getting a lot of press these days, it's instructive to take a step back and look at what's really going on in meat consumption. Slide 35 outlines overall consumption of animal proteins. The numbers to the right of the bars demonstrate the average annual number of meals eaten per person by type of animal proteins. As you can see, burgers are important, but this market extends well beyond beef patties or even beef. Chicken is by far the most popular animal protein in the U.S., both in home and away from home. I would also highlight the significant consumption of pork, hotdogs and fish. Importantly, eating occasions for animal proteins cover all day parts. Our view is that the relative size of animal protein consumption serves as a useful guide for how to think about the market opportunity for plant-based alternatives. And if you're wondering whether chicken eaters are really interested in trying plant-based alternatives, the answer is clearly yes. Slide 36 focuses just on the plant-based meat alternative space within the retail channel. As you can see here, plant-based alternatives to beef are the largest protein alternative today, driven by the fact that products like veggie burgers have been available at retail for a long time. However, alternatives to chicken have built a substantial beachhead, and this space is the fastest growing plant-based alternative by far. We believe that over the next several years, Gardein is extremely well-positioned to capitalize on the rapid growth of plant-based meat-alternatives. The brand already provides a diversified portfolio of products, particularly in the under-appreciated alternative to chicken segment. And if there’s a segment of the meat space that consumers care about, there’s a good chance that Gardein is already there or will be soon with a deliciously meat-free product. This includes offerings across all day parts. We’re also going to expand Gardein’s reach. Gardein is well established and well known but we see plenty of opportunities to grow this brand. First up is an improved burger. Gardein’s current burger platform is underdeveloped. And we are in a process of creating a next generation of beefless burger to better compete in this popular segment. As we do this, we expect accelerated growth at retail and in foodservice. But, we also plan to compete across the important hotdog and sausage categories. We believe the winner in each of these categories will have the best taste, appearance and aroma, which is what we’re focusing on delivering across our plant-based alternative portfolio. What we believe Conagra can do better than anyone else is leverage iconic brands, superior culinary capabilities, and proven innovation muscle to reach consumers across multiple categories in plant-based protein. During our Investor Day, you heard me talk about a key tenet of the Conagra Way to profitable growth. Iconic brands, plus modern attributes equals superior velocities, and that formula is perfect for this space. Across foodservice and retail channels of trade, we believe that Conagra Brands, leveraging and co-branded with Gardein is ideally positioned. We have the best culinary capability, differentiated packaging, and the broadest portfolio of power brands to leverage. Gardein contributes the modern benefit. Overall, we’re excited about the opportunities in plant-based meat-alternatives. This together with our entire innovation pipeline will help us reach our long-term algorithm. Looking ahead, we remain confident that we’ll continue to deliver quality long-term growth at Conagra by implementing the Conagra Way and prioritizing value-over-volume. We will continue to introduce on-trend innovation to the marketplace; we’ll also continue to execute our Pinnacle action plan including leveraging the Gardein brand to tap into the plant-based meat-alternative opportunity. We expect the market will continue to be highly dynamic. We will need to stay both principle-based and agile as we remain committed to delivering our guidance and navigate a dynamic marketplace. But notwithstanding a difficult Q4, we’re confident that we will meet our fiscal 2020 guidance and deliver on our long-term goals. With that, I’ll turn it over to Dave.
Dave Marberger:
Thank you, Sean, and good morning, everyone. This morning, I’ll walk through Q4 and fiscal year 2019 for both the Legacy Conagra and Pinnacle businesses before we open it up for questions. Slide 42 outlines our performance for the quarter and the full fiscal year. I’ll walk through more detail in a moment but I’ll start here by hitting the key points. Compared to the year-ago period, net sales for the fourth quarter and full fiscal year were up 32.9% and 20.2%, respectively, primarily reflecting the acquisition of Pinnacle Foods. Organic net sales excluding Trenton were down 0.7% for the quarter. While the quarter did not come in as we expected, we believe the issues in the quarter are transitory, as Sean discussed, and do not impact our fiscal year ‘20 guidance or long-term algorithm. Despite the Q4 challenges, we delivered organic net sales growth of 0.3% for the fiscal year, which is above last year's organic growth rate. Adjusted operating profit was up 25.7% in the fourth quarter and up 23.4% for the full year. These increases are primarily driven by the inclusion of Pinnacle's profit. A few points on margins. Our fourth quarter adjusted operating margin was 13.2% and full year was 15.4%, up 40 basis points versus the prior year, and above our guidance range. While adjusted gross margin decreased for the full year, adjusted operating margin increased 40 basis points. This relationship reflects the gross margin impact of our ongoing shift of marketing investments from A&P to above-the-line retailer marketing, as well as leverage at the SG&A line where we have benefited from our commitment to a lean operating environment and Pinnacle synergies. For the quarter, adjusted EBITDA increased 22.2% versus the previous year, while full fiscal year adjusted EBITDA rose 16.7% to approximately $1.9 billion, reflecting the inclusion of approximately seven months of Pinnacle's results. Adjusted diluted EPS was $0.36 for the quarter, down 28% from the prior year. For the full year, adjusted diluted EPS was $2.01, down 4.7% as the Q4 transitory items and the shortfall in Ardent Mills negatively impacted our performance versus expectations. Slide 43 outlines the drivers of our fourth quarter and full year net sales changes versus the same periods a year ago. It should be noted that for both the fourth quarter and full fiscal year, we saw improvements in price mix, even after taking into account our increases in retailer investments to support brand building. Slide 44 provides a summary of net sales by segment for the quarter and fiscal year 2019. For the quarter, grocery and snacks net sales and organic net sales declined 7.1% and 2.5% respectively, as the divestiture of the Wesson oil business subtracted 460 basis points from the net sales growth rate. Despite continued strong end-market performance by our snacking businesses, net sales were impacted by the Q4 transitory items Sean discussed. For the full fiscal year, grocery and snacks organic net sales remained largely in line with the prior year. The refrigerated and frozen segment continued to benefit from innovation during Q4 across multiple brands, including Banquet, Healthy Choice, Marie Callender's and Reddi-wip. However, these benefits were more than offset by lower-than-expected merchandising support on Marie Callender's, the P.F. Chang’s manufacturing challenges that resulted in a recall and to a lesser extent, continued declines in certain refrigerated businesses. These headwinds led to a decrease in reported and organic net sales in Q4. For the full year however, the segment reported good growth, with net sales and organic net sales of 1.9% and 0.9%, respectively. As Sean mentioned, the implementation of our Conagra playbook led to improved results in international for the quarter and full year. The segment’s fourth quarter reported numbers were impacted by the divestitures of the Canadian Del Monte business and Wesson oil business, which combined to reduce the net sales growth rate by approximately 10.2%. The segment was also negatively impacted 2.8% by foreign exchange. Notwithstanding these factors, international’s organic net sales were up 5.6% for the quarter, and up 3.7% for the full-year. For the quarter, the foodservice segment’s reported and organic net sales were down 12.6% and 0.6%, respectively. The sale of the Trenton facility and divestiture of the Wesson oil business reduced the net sales growth rate by 12% in the aggregate. The segment’s Q4 organic net sales results reflect continued execution of our value-over-volume strategy and the impact of inflation justified pricing. Volume declined 5.9% in the quarter, but price mix increased 5.3%. Organic net sales were down 2.7% for the full year. Pinnacle sales for the quarter and full fiscal year were $756 million and $1.7 billion respectively, in line with our expectations for the quarter and full year. Slide 45 outlines the puts and takes on our Q4 and full year adjusted gross margin versus the prior year. It's important to keep in mind that for Q4, the 1% benefit you see on the left side of the page includes a headwind of approximately 50 basis points related to the isolated manufacturing challenges and recalls we experienced during the quarter. Moving to slide 46, you can see that Legacy Conagra adjusted operating profit decreased 9.2% during the quarter, and Legacy Conagra’s adjusted operating margin was 13.4%. Total adjusted operating profit including Pinnacle increased 25.7% in Q4. In the grocery and snacks segment, adjusted operating profit was down in Q4 due to the loss of profit associated with the divestiture of the Wesson oil business, as well as higher transportation and packaging costs, primarily in metal packaging. The grocery and snacks segment was also negatively impacted by the manufacturing challenges we faced in the quarter. The refrigerated and frozen segment’s adjusted operating profit decreased 6.1% in Q4. Realized productivity improvements were offset by lower net sales, in part due to the manufacturing and merchandising impacts we discussed earlier, as well as higher transportation and input costs. The foodservice segment’s adjusted operating profit increased 4% in Q4, while operating margin expanded to 12.2%, due to the impacts of favorable price mix, supply chain realized productivity and the sale of the lower margin business produced in our Trenton facility. Pinnacle’s adjusted operating profit, including the corporate expense related to Pinnacle, totaled $95 million for the quarter and adjusted operating margin was 12.6%, in line with our expectations. On slide 47, you can see that Legacy Conagra adjusted operating profit increased 1.2% for the full year and Legacy Conagra’s adjusted operating margin increased by 43 basis points to 15.4%. The Pinnacle segment’s adjusted operating profit totaled $264 million and adjusted operating margin was 15.3%, above our fiscal year ‘19 guidance range of 14.6% to 14.9%. Total Conagra adjusted operating profit was up 23.4% versus a year ago and adjusted operating margin was 15.4%, above our fiscal year ‘19 guidance range of 14.9% to 15.2%. Slide 48 outlines the drivers of our adjusted EPS decrease versus Q4 a year ago. As you can see, Legacy Conagra adjusted EPS decreased $0.07, approximately $0.02 of this decline was from divested businesses, $0.02 was from the manufacturing challenges discussed, $0.02 was from a larger than expected decline in Ardent Mills and $0.02 was from lower pension and postretirement service income resulting from fully funding the pension plan in fiscal ‘18, which we have now wrapped as we head into fiscal ‘20. The Pinnacle acquisition reduced total company adjusted EPS by $0.07 during the quarter. Slide 49 outlines the drivers of our 4.7% decrease in full year adjusted EPS versus a year ago. Adjusted EPS for Legacy Conagra increased $0.04 for the year, despite $0.08 of headwinds from the reduced pension retirement service income I just mentioned, and $0.06 of headwinds Ardent Mills. The Pinnacle acquisition reduced total company adjusted EPS by $0.14 for fiscal 2019. Slide 50 summarizes net debt and cash flow information and demonstrates the clear progress we continue to make in enhancing our overall financial position this year. Overall, we remain on schedule with our fiscal ‘21 target of a net debt to trailing 12 months adjusted EBITDA ratios of 3.6 to 3.5 times. Between the close of the Pinnacle acquisition in Q2, and fiscal year end, we reduced total debt by $886 million. And our estimated ratio for pro forma net debt to trailing 12-month adjusted EBITDA was 4.88 times as of the end of fiscal ‘19. For the full fiscal year, Conagra generated $761 million of free cash flow, exceeding our guidance of $700 million. As we consistently state, we are committed to solid investment grade credit ratings. As noted in our release, we are essentially reaffirming our fiscal ‘20 EPS guidance this morning. On slide 51, you can see that we've reduced our estimated fiscal ‘20 earnings by $0.02, solely to remove the historical profits contributions from the now divested Gelit business. Excluding the adjustment for Gelit, our earnings guidance range has not changed from what we provided at the Company's Investor Day in April 2019. And slide 52 outlines our fiscal 2020 outlook across all metrics. We are updating our organic net sales guidance to be in the range of 1% to 1.5%, compared to our prior expectation of approximately 1% provided at Investor Day. Note that this growth rate excludes the impact of the fiscal ‘20’s 53rd week. All other metrics on this slide include the impact of the 53rd week. We expect adjusted operating margin to improve to a range of 16.2% to 16.8% in fiscal ‘20 as we continue the integration of Pinnacle to generate estimated synergies while implementing the Conagra way playbook. Also, we expect free cash flow to continue to improve in fiscal ‘20, benefiting from the expected Pinnacle cost synergies and the expected increase in organic net sales. We expect free cash flow to reach approximately $1 billion for fiscal ‘20. Importantly, we also remain committed to the long-term algorithm we provided at our Investor Day. As our financial progress accelerates through fiscal year ‘22 and we benefit from the full synergy opportunity of the Pinnacle acquisition, we look to capitalize on new sources of growth, like the Gardein opportunity Sean highlighted earlier. To conclude my formal remarks today, I’d like to turn to slide 53. Here, I’d summarize the more important planning assumptions that underpin our fiscal year ‘20 guidance. These can be broken into two buckets, organic growth and margins. Overall, we see results being more heavily weighted towards the second half of fiscal ‘20. With respect to our organic net sales growth, we anticipate higher innovation-related investment during the first half fiscal ‘20 with the related sales growth weighted towards the second half as our distribution, trial and repeat builds throughout the year. We also expect the highly promotional environment in select categories that we experienced in Q4 to continue in the near term. As Sean mentioned, we have seen these situations before and will remain agile in how we respond to competition. Consistent with what we’ve been saying since December, we continue to expect Legacy Pinnacle sales trends to improve in the second half of fiscal ‘20. We also expect margins to improve during the second half of fiscal ‘20 as the innovation-related investment will be higher in the first half, as I just mentioned. And for Pinnacle, by the second half of fiscal ‘20, we expect to lap the elevated input cost inflation in transportation and crops that the business had been experiencing. We also expect synergies to increase as we move through the course of the year. Finally, we expect Pinnacle will continue to be dilutive to our year-over-year gross margin until we anniversary the acquisition in late October. Thank you for listening. That concludes my remarks. I’ll now pass it to the operator as Sean, Tom McGough, Darren Serrao and I are ready to take your questions.
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions] The first question today comes from Andrew Lazar of Barclays. Please go ahead.
Andrew Lazar:
Good morning, everyone, and thanks for the question.
Sean Connolly:
Good morning.
Andrew Lazar:
I guess, sort of a two-parter here. Given the top-line challenges experienced in fiscal ‘19, some of the inventory reductions, some of the merchandising and competitive challenges that you noted today that are expected to continue at least in the near term, some elasticity. And I guess, the question is, why raise the fiscal ‘20 top-line guidance range? And then, more broadly, with the Pinnacle deal, there is always some concern among investors that the Company could well lose some focus and momentum on its core or legacy business, as a result. And in light of the 4Q results, I guess how can investors have confidence that that’s not the case in terms of what we’re seeing play out more recently? Thank you.
Sean Connolly:
Let me take that in reverse order, Andrew, in terms of this, first, this notion of distraction. I can appreciate that that’s an easy notion to grab on to but it’s just not accurate. The issues we faced in Q4 literally had nothing to do with Pinnacle, which has been a highly efficient work stream for us. As I pointed out in my remarks a few minutes ago, they were mostly -- the Q4 issue is mostly about macro factors that were not assumed in our forecast, so things like non-economic decision by competitors, isolated recalls and Ardent Mills is an example. But each of these items, they were not expected, they did add up to the miss you saw in Q4, but they are transitory events that we do not expect to repeat, and that really is the story. But, if I step back, here is how I think about the big picture of the quarter and fiscal ‘20 in kind of one thought. If you look at ‘19 as a whole, ‘19 undoubtedly was a year of remarkable transition for Conagra Brands. We did advance our innovation agenda. We did see continued traction in frozen meals and snacks. And we made a transformative acquisition that did end-up requiring more near-term fixes than we had expected. But we wrapped our arms around those very quickly and efficiently. Now, we've got that business stabilizing and on track in terms of integration. Q4 clearly was disappointing, but the fact is, it was largely due to transitory issues. But now, we are in a position to play offense, and our innovation pipeline is both broad and full. So, despite the speed bump, we are clearly still advancing our playbook. And that's why in terms of fiscal ‘20, we feel very good about the top-line drivers we have in place. Our innovation pipeline is the best we’ve had yet and as it works it way in the marketplace, really hits its stride in the second half, we're very confident that we will all like what we see. In terms of raising the high end of the sales guidance for fiscal ‘20, you can think about that as largely recovering the transitory volume losses we experienced at the end of this year, and doesn't hurt that we’re beginning to see some improvement in our scanner data as well. Dave, do you want to build on that?
Dave Marberger:
Yes. So, we haven't changed our estimate of net sales in fiscal ‘20 from where we were previously. So, because we missed Q4 driven by transitory reasons, we expect that business will come back. So, the fiscal ‘19 base is lower, but we're holding our estimate for fiscal ‘20 sales, so the math adds 50 basis points of growth, so we added that to the guidance.
Andrew Lazar:
Thanks very much.
Operator:
Our next question comes from Ken Goldman with JP Morgan. Please go ahead.
Ken Goldman:
Hi. Good morning. It seems that 1H ‘19, the first half will be a little bit worse than what you previously expected. And I'm saying that because you talked about the headwinds in the fourth quarter being late in the quarter. So, I assume they bleed into 1Q ‘20. But, you're maintaining your annual guidance. And I guess the implication is the back half of the year will have to be somewhat better than you initially anticipated or maybe you're thinking about the bottom half of guidance. I just am curious what's better in 2H ‘20, right, the second half, if anything than you initially modeled?
Sean Connolly:
Ken, we’re not going to guide for two quarters, obviously, but you’ve got the shape of the curve right. As we said all along, H2 is going to be a stronger year or stronger half than H1. And obviously, now that Q4 came in light due to transitory issues, we expect recovery of that transitory loss next Q4. In terms of the things like Q4 issues lingering into Q1 and does that mean a worse Q1, I wouldn't think about it that way. We've got a vast portfolio here. Things are always moving around. Some things will come in below what we initially anticipate. We manage a risk and opportunity approach to dealing with that, which means we look for other opportunities that offset things we didn't expect. So, today on the call I talked a little bit about Gardein, we’ve got other things, the snacks obviously in the back half of this year exceeded our expectations. So, we've got a lot of that we feel really good about that probably has some upside to it on the year, and we’ve got some other things like these near-term competitive dynamics that we've got to navigate. We’ve got multiple ways we can do that. But, I think to your point, big picture is, really we haven't changed our cadence on the year. We're expecting our innovation to go into the marketplace in the first half, get its footing and really build momentum in the second half. And then on Pinnacle in particular, as we've talked before, getting those TPDs back that were lost last year, that should really start to kick in as we get to the middle part of the year and the back half of the year. Dave, do you want to add to that?
Dave Marberger:
Yes. I’d just add one thing. And I mentioned in my comments that we are increasing pretty significantly our investment for innovation and that hits in the first half relative to prior years. So that impacts not just profit, but net sales. So, that dynamic flows first half, second half as well.
Ken Goldman:
Thank you, and then follow-up for me. I'm surprised, the competitor you talked about in frozen took some merchandising business from you. Do you have enough visibility from your customers as to when your competitors are going to promote like that, so that your merchandising isn't redundant with theirs? And I guess, the broader question is, isn’t really this one of the risks of shifting marketing to promotions from advertising that you become more reliant on some of the wins of merchandising of what your competitors can do?
Sean Connolly:
No. On that latter piece, the answer is no. Because as we talked before that to the degree we have moved below the line money, it's below the line money that wasn't doing anything. So, when you're moving money away, that’s not doing anything, you're not taking anything away. And instead a lot of the spend as we’ve talked many times, it covers a multitude of tools across a multitude of brands. Here on Marie, we’re talking about one brand, and we're talking about a particular time of year where we count on some high quality merchandising that we got displaced from a very aggressive competitor. And what I would say is that it is very hard to anticipate those things. It is not the first time we have seen this in this industry. In fact, if you know Conagra’s history, we know this move, as well as anybody, it’s called volume over value, and it does happen from time to time. But it is not sustainable, because as we learned, when you put all your human and financial resources into price-based competition, there's very little left in the enterprise to actually study consumer behavior or design new quality innovation, and then market it in a personalized fashion. And what you're left with over time is a weak product line up and a consumer that is trained to buy a deal. And that's not our playbook. From time to time, we will encounter it and we got to deal with it. But that's really not what we're after. We'd rather follow our approach, stay consistently focused on moving the center line of our profitability and our sales north over time, even if we've got to deal with some standard deviation in any given quarter, based on this kind of behavior.
Ken Goldman:
Thank you.
Operator:
Our next question comes from Bryan Spillane with Bank of America. Please go ahead.
Bryan Spillane:
Good morning, everyone. Dave, I guess just wanted to get a little bit more color from you on gross profit, how we should be thinking about gross profits for ‘20. I think, talked a little bit about some investment in above the line in terms of supporting new products. But if you can just give us some sense of COGS inflation for fiscal ‘20, if there's any pricing contemplated to cover inflation, and just some of the other factors that might influence gross margins for 2020?
Sean Connolly:
Yes. Bryan, let me try to unpeel that. So, overall, we have not given specific guidance on gross margin, we gave it on operating margin because of the dynamics. But to your question, generally speaking, inflation, right now there's a lot of moving pieces that the transportation inflation, we saw heavy in the first half of the year and ‘19 is moderated. Although now we're seeing increases in areas like proteins, and then there's obviously some of the weather related inflation that we're dealing with. But as we go into fiscal ‘20, we think given the overall mix of the portfolio and inflation, we're probably going to be close to where we finished this year, 2.7%, 2.8%, something in that area. We expect to continue to deliver on our realized productivity. And we do have pricing actions that we've taken this year that we’ll roll into next year. And then, as inflation comes, and as you saw, we had a lot of inflation related to steel, and we took pricing to deal with that. As 20 develops and we see inflation and if it hits certain brands, we will plan on taking pricing where it’s inflation justified. So, we just have to manage those dynamics as we go. As it relates to the investments, I think, overall for the year, there's definitely going to be more of an increase in the innovation related investment in the first half and in the second half, although we will still have a healthy rate of investment, and year-on-year, it won't be up. So, that will be another kind of benefit to the second half. So, overall, you put all those things together, there's puts and takes that kind of even out over the whole year for gross margin, but it's clearly more investment first half, more benefits second half. And then, there's synergies that come in as well. That's what’s between G&A and cost of goods sold. So, as the year ramps up, the synergies will increase, and that will improve margins as well as we move into the second half.
Bryan Spillane:
All right, thanks for that. And just I don't know if I missed it, but did you give guidance on capital spending for the year?
Sean Connolly:
No, we did not, not in our remarks. We gave it on free cash flow. So, overall, free cash flow, we're still estimating approximately $1 billion in free cash flow.
Bryan Spillane:
Okay. Thank you.
Operator:
Our next question comes from Steve Strycula with UBS. Please go ahead.
Steve Strycula:
Hi. Good morning. Sean, just to kind of piggyback on Andrew Lazar’s question, wanted to kind of understand a little bit of the glide path of the organic sales as they get better as we move throughout the year. Given where we started in Q4, should at least out of the gate in Q1, should we be definitionally positive for organic sales, just to kind of help investors understand the trajectory of the business? And then, I've got to follow-up.
Sean Connolly:
Yes. Again, Steve, I don't want to give quarterly guidance here. It's not something that we typically like to do. We were in a position where we had to do it last year. And I didn't like that hack of a lot. I think what I can tell you is that this is kind of a first half, second half story. Obviously, as Dave pointed out, we've got some investments in the first half of the year, obviously that means in Q1 as well, because we've got new items coming in the marketplace that we will invest behind. We also are in the midst of doing some value-over-volume in particular on the Pinnacle business, as we clear the decks for our new innovation. So, in terms of the year, what we said before is that we expect the trend to bend as we move from the first half into the second half without giving kind of quarter-to-quarter, month-to-month specificity on the slopes of those curves. I think, we'd leave it at that in part because as we've said many times with respect to the Pinnacle TPDs, we are trying to accelerate where possible, getting some of these new innovations into the marketplace ahead of a normal plan a grant cadence. And that work as it has been going on, continues, especially when we get in some customers, some of these new innovations in there and can demonstrate that they're working and we've got traction. So, we'll stay flexible on that and continue to kind of update you should we see the trajectory changing. But that's how we see it right now.
Steve Strycula:
Okay. And then, Dave, on the synergy piece, should we still think that about $150 million contribution in fiscal ‘20 is the right number with maybe a third to cogs, two-thirds to SG&A, is that the right way to kind of frame it for this year?
Dave Marberger:
Yes. That’s right, Steve. We had guided to, by the end of fiscal ‘20 will be about 55% of our synergy realized and we’re still $285 million of total synergy, and the split between SG&A and cost of goods sold hasn’t changed.
Steve Strycula:
Okay. So, with that piece, if we’re $50 million coming through cogs, should that be enough for the full year, nothing quarterly but should that give us close to about flat gross margins for the full year?
Dave Marberger:
Here again, I don’t want to give the specific gross margin guidance, but it’s clearly going to be a tailwind for us.
Steve Strycula:
All right. Thank you.
Operator:
Our next question comes from Jason English with Goldman Sachs. Please go ahead.
Jason English:
Hey. Good morning, folks. Thank you for sliding me in. Sean, I suppose in part you’ve probably conditioned this, to think about your business this way. But looking at the base performance and kind of the cycles you’ve gone through of cleansing the portfolio and entering the rebuild mode with innovation, which is -- what I think we’re really looking for this year, as you mentioned the biggest slate of innovation you had. But, as we look at the total points of distribution and the progression through the year, we came in with growth. And as we mine the data, it looks like we’ve seen accelerating declines on distribution, including the three brands that you’re highlighting, Marie Callender’s, Hunt’s, Chef Boyardee, all seen sort of distribution declines. Can you talk about what’s driving that? Are we sort of in innovation replacement cycle where the innovation is kind of netting out past innovations falling away or have we found sort of another leg of rationalization that may be weighing on performance?
Sean Connolly:
It’s a little bit of everything, Jason. Let me try to break it down for you, give you an example of kind of the diversity of it. So, for example, on Hunt’s we’ve got some restages coming out, which means we’ve got the old products going out, the new products coming in; there’ll be a gap between the two where new product doesn’t scan and that will show up in the short-term window as if the TPDs have gone down, then they come back. That’s a dynamic. But we also have things going on, Marie Callender’s is a good example of it. Slim Jim and Swiss Miss are other good examples where part of our playbook is to actually reduce TPDs and put more facings against high velocity TPDs and drive growth. I’ll point you back to the case study I gave, I think it was last quarter on Slim Jim where we’re doing that pretty aggressively. That’s a piece of it as well. And it’s one of the reasons I point out usually every other quarter that TPDs can be helpful but they can also be a bit misleading at times. You got to look at kind of the total results of the business as well as in particular the velocities, because when we intentionally reduce TPDs, it usually to pick up facings on higher velocity items and it drives overall sales growth. So, that’s what you got going on. I think, just as I look back on this whole year, we build these plans based on certain planning assumptions. And clearly for fiscal ‘19 overall, some things played out differently than we expected when we built the plan. For example, we didn’t plan for a huge tinplate inflation, didn’t plan for this, so we needed to price over the non-economic follow-on behaviors like certain players in some of our categories. We didn’t obviously plan for recalls and co-packer issues. So, it’s been a dynamic environment including some of Pinnacle’s challenges. But all things considered, as we think about fiscal ‘20 and the innovations slate we’ve got, the fact that we’ve got our arms wrapped around Pinnacle pretty well right now, we think we navigated some of these things we didn’t anticipate pretty well. We have posted our second consecutive year of organic growth, which is something that not all can point to in this environment. And as we pointed out earlier, I think that gives us a solid foundation on which to build going forward here, with our best innovation slate yet. So, overall, I'm pretty positive about kind of how things sack up as we move from first half to second half and throughout our strategic planning horizon.
Jason English:
That's helpful. And one more for me. You mentioned the planning assumptions that you start with the beginning of the year. You've suggested that you expect this competitive intensity to abate as you progress through the year. But, as we’ve seen before when companies pursue volume-over-value, it can take years before it ends poorly. So, what gives you confidence that it will abate? And second part to that question, what's the risk to your guidance, if it does not in fact abate?
Sean Connolly:
Well, if you look at our Company as an example, it can take years to abate as a total portfolio, but it usually doesn't take a long time to abate at a category level, because you simply can't afford to sustain it for very long across multiple categories. So, if you're doing that as a portfolio enterprise, it’s just too expensive to do this for too long, especially when you're doing it in the face of inflation, using the tomato example today, just is not an affordable strategy. It just draws too many resources from other part to the P&L to be able to hold it. So, we’ve seen it before. It historically has almost always proven to be transitory and there are some things that we can do from time-to-time that help it to be transitory, if we need to do those things. So, that's how we’ll navigate it.
Jason English:
Okay. Thank you.
Sean Connolly:
Thanks.
Operator:
Our next question comes from Chris Growe with Stifel. Please go ahead.
Chris Growe:
Hi. Good morning.
Sean Connolly:
Hey, Chris.
Chris Growe:
Hi. Just had a question for you, first on this obviously kind of abrupt change in the promotional environment in the quarter. And it's not clear to me yet how you're responding to these challenges. So, it sounds like you're selectively responding. Is that the way to think about? And is that a pressure point on gross margin in the first half of the year, as you selectively respond to these challenges?
Sean Connolly:
Yes. I think what we’re conveying is we're not going to kind of unveil our response on each and every case study. That probably wouldn't be a wise competitive approach doing things like. Principally, we don't want to look at all these things and just say automatically, hey, we think we should respond because these things tend to be transitory in nature, even in the absence of a response from us. But, should somebody want to rent market share and try to sustain it for longer than a narrow window, then we will absolutely consider responding. We will look at each and every -- thankfully, we don't see a lot of these things across the portfolio. We haven't seen this kind of behavior in quite some time now. But it does come up, and we will look at it on a case-by-case basis. And that's probably as much details I’d get into on it.
Chris Growe:
Okay. And then, just another question in relation to fiscal ‘20. So, I think about some of the unique factors that occurred in fiscal ‘19, I just want to understand which ones get better, don't recur, maybe improve a bit year-over-year. Obviously one that comes to mind is Ardent Mills. Do you expect it to get -- to make up that sort of $0.06 differential this coming year, based on your outlook? Any other unique factors you call out for fiscal ‘20 that help support that rate of EPS growth for the year?
Dave Marberger:
Chris, related to margins, given the volatility of the business, we don't give specific guidance, but generally our planning posture is we're roughly in line for fiscal ‘20 where we landed for fiscal ‘19. So, that's generally how we will plan that. In terms of year-on-year, there are a lot of puts and takes as you go into fiscal ‘20. I think, specific to Q4, clearly we had some manufacturing challenges, I called out specifically 50 basis points of impact on our gross margins in Q4 that were just pure costs of the recall and some write-offs. So, they will not recur in Q4 of next year. So, they are discrete costs. We have synergies that are obviously ramping up, so that's going to be a big benefit. But, we're also investing some of that synergy back in to drive our innovation slate. So, there's going to be a clear increase in our innovation related investment. So, realize productivity, we're coming on that, but we also have inflation, we have quite -- so there's just a lot of puts and takes and balances. But as we went through it all, we planned it, we scenario planned, we came up with our fiscal year ‘20 plan, and that drove our guidance, and we feel good about it.
Chris Growe:
Okay. Thank you for that.
Operator:
Our next question comes from Robert Moskow of Credit Suisse. Please go ahead.
Robert Moskow:
Hi. Thanks. The Gardein brand, really good brand, really good products, and you're clearly talking about plans to leverage it further here. Is this an incremental investment beyond what you've already planned for the next few years? And if not, where's it coming from? Are you having to take it from other brands that you had plans to invest behind, particularly in Pinnacle? And then, just a tactical question, I noticed that you’re co-branding Gardein in the frozen category. That tends to be a risky proposition, gets a little confusing for the consumer. Have you thought through the risks of having two brands on one pack? Thanks.
Sean Connolly:
Yes. First of all, Rob, we’ve always, since we acquired it, viewed Gardein as an attractive growth asset. That's why we talked about it at Investor Day, we served it at CAGNY and we spent capital to build the capacity. I think, what's changed, I think we can all acknowledge that it was hard to see the consumer fever pitch, for this space, gathering quite ahead of steam it has done as quickly as it's done. So, the upshot of all of this is that the market opportunity is quite a bit bigger than we're counting on. Does that mean that the investment behind it will be bigger? Potentially so to take advantage of it. But keep in mind, that investment is not a tax on EBIT. Gardein has got pretty good gross margin. So, as we sell more, and if we pick up the kind of tailwinds, we get in a compounding curve over the strategic plan horizon, those sales will generate additional fuel for growth that we will invest back to even accelerate those sales further. So, it's kind of a virtuous cycle here we've got going on Gardein. And overall the additional upside to it just helps us feel that much better about our long-term prospects and our fiscal 2022 outlook. With respect to this kind of partner branding approach, let me just try to explain how we're thinking about Gardein. To the degree we sell kind of a pure blood meat product, so a chicken alternative, a burger alternative, a hotdog alternative, a sausage alternative, that will stand alone as a Gardein brand. But one of the things we have learned over and over and over again at Conagra is that the name of the game is velocity. And velocity is always stronger when it's not a new brand in an established space, for example, single-serve frozen meals, but it's an icon brand that has brought modern attributes into that space. In this case, we have a power brand such as Healthy Choice as an example. Healthy Choice is an absolute juggernaut and icon in single-serve meals. But each and every year, we will look to find new modern attributes to bring to the consumer. In this particular window that we're in here now over the next several years, one of these new attributes that we know the consumer is going to be looking for is meat alternatives in the space where meat used to be. So for example in Healthy Choice, where they -- the consumer used to buy 20 chicken based Healthy Choice bowls a year, they may buy 16 and buy 4 meal alternatives. And Gardein, because we will have a presence in the meat space, we already have almost $200 million business out there, has tremendous credentials in the plant alternative space, credentials in taste, credentials in texture, credentials in aroma and credentials across all day parts, breakfast, lunch, dinner and protein types. So, instead of showing up as the thousandth brand, in this plant-based alternative space with no credentials, we think the power of Gardein which has tremendous credentials and plant base with the icon of a Healthy Choice in single-service healthy meals, works even stronger for us. We are doing similar things right now, by the way, in our sweet treats business with Duncan Hines perfect size where we cobranded with Oreo. And we like what we see there, we've done it before. So, this is not kind of an ingredient inside piece. This is a way to really quickly break through at the point of purchase and make it immediately evident to the consumer within 2 seconds flat, what they're getting, and give them confidence that it’s going to be a good evening experienced. So, we actually think that that is not a risky proposition but that is that's the optimum way to build ubiquity in kind of holistic meals in this plant-based space.
Robert Moskow:
Okay. Thank you.
Operator:
Our next question comes from David Driscoll with Citi. Please go ahead.
David Driscoll:
Great. Thank you. And I appreciate you taking the question, given the hour. This is going to go back over some ground. But I wanted to clear on something. So, your stock is obviously reacting negatively. You’ve upgraded your revenue dying for the next year. Sean, can you just be clear about something? It sounded like problems within the fourth quarter got worse as the quarter progressed. So, you did mention in one of your questions -- one of your responses to a question that Nielsen data was giving you maybe some confidence that things were getting better. So, maybe can you just bridge the gap here? If things were getting worse as it got closer to the end of the fourth quarter, did you have knowledge that the pricing and canned tomatoes has recovered from private label? Do you have confidence that these negative promotional events going on in frozen single-serve meals, has that ended at this point? Is that why you can be so confident to raise the revenue guidance for fiscal ‘20?
Sean Connolly:
David, when you were looking at quarterly results and change versus year a ago, it's not just a function of what's happening right now; it's a function of what happened in the year ago period. Right? So, as an example, if you look at more recent Chef results, you'll see, you'll see better optics than we saw at the end of Q4. And that reflects the fact that there were significant merchandising activities in the end of Q4 a year ago that we didn't get this year; it dropped off. In terms of the drop-off as the quarter unfolded, simply put, we were expecting a fairly strong period 11 and period 12, which are the last two months of our year and at the end of the fourth quarter, and we just didn't get it at the level we discussed, which was the Marie merch, the Chef merch and the private label pricing actions within canned tomatoes, as well as some of these manufacturing challenges that really hit us toward the end of the quarter. So, that's really what it's about. We will have things that will improve in Q1. We'll still be doing things to upgrade the portfolio and do value-over-volume as we move Q1 and Q2 but then we will also be folding in the innovation slate. So, a lot going on this year as we get the Pinnacle business back up and running. But that’s really kind of how it unfolded there in the fourth quarter, particularly in our period 11 and period 12.
David Driscoll:
If I could do a follow-up, it’s related but a bit separate. But, given the difficulty that you had in the canned operations, I mean it’s pretty disappointing if private label doesn’t raise prices when the cost of the can goes up so much. So, what I hear from your guys at your Analyst Day and today is this amazing amount of new products in very exciting portions of the portfolio, but the can portion just doesn’t feel like it, and then we get this negative hit but private label just not acting well. Why not sell those canned portions of the portfolio so that the residual leftover would really just get to focus on all these exciting new product opportunities that you lay out? I mean, they all sound great but it hurts when you suddenly get these oddball activities going on within the canned portion of the portfolio. How do you think about that how would you respond to that?
Sean Connolly:
Yes. We got -- it’s a fair question, David. We’ve got a number of grocery businesses that we put under this heading, we call reliable contributors, which is basically saying -- that’s what we expect with them. We expect them to contribute reliably in the fullness of time. We have a variety of canned food businesses that have quite frankly been very reliable contributors over the last several years, Hunt’s is a good example of one of those businesses as has Chef. It is quite possible that from time to time for all the reasons we’ve discussed quite a bit today that we can see kind of this non-economic behavior by competition. That will happen from time to time. But, it doesn’t tend to happen often and it does tend to be transitory. So, to label a reliable contributor as no longer reliably contributing is if that the perpetual notion is a bit of an overreaction. But I'm not going to say that we don’t evaluate these kinds of things all the time. I don’t think you’ll find a company in our space that’s been as active as we have over the last five years in reshaping the portfolio. And that includes divesting things that are kind of chronic drag on what we’re trying to accomplish. So, we’re always looking at that. We did more of that this quarter. I just wouldn’t want you to paint -- to label canned foods as not reliably contributing as a perpetual notion when that’s just not been what we experienced. In fact, what we’ve experienced is, historically it’s been a high cash flow business and it’s thrown off a lot of cash, a lot of fuels for growth elsewhere in the portfolio like frozen.
David Driscoll:
I appreciate the color. Thank you.
Operator:
Our last question today comes from David Palmer with Evercore ISI. Please go ahead.
David Palmer:
Thanks. I can imagine investors are coming out today with the impression that your guidance for fiscal ‘20 is more optimistic than it was in the past or at least eating into a margin safety as you need more things to come together to hit the plan, given what you said about Hunt’s and Chef Boyardee and Marie Callender’s which are likely a negative versus original planning into the first half. If that’s true, I mean, perhaps you could tell us what positive offsets you’re thinking about versus your original thinking for fiscal ‘20 that are keeping that same guidance. And I have a quick follow-up.
Sean Connolly:
I think, again, we’re not sitting here patting ourselves on the back for what I would call a real raise for the ‘20 guidance at the high end of sales; it’s not that. It’s really a recovery of Q4 because the issues we experienced in Q4, we don’t expect to repeat. So, really, we’re just getting back to basically the same place we plan to all along. And underpinning that is an operating plan that is counting on a lot from some very robust innovation that transcends not only our most strategic segments, frozen and snacks and Legacy CAG but also some of the businesses in Pinnacle, which will contribute for part of the year as organic. So, we're counting on continued performance, like we’ve seen on our innovation the last few years, but now we're seeing it on a bigger slate. And we're excited about this Gardein opportunity, which is really not just a '20 opportunity, but that's to tee up the point that that will continue to serve us well and help us navigate other things we're doing as we move through fiscal 2022.
David Palmer:
And then, just a follow-up, you talked about Hunt’s canned tomatoes and Chef Boyardee priority after the pricing actions, what's the confidence and the potential timing of a recovery there or perhaps visibility already that that's going to get out of the promotion penalty box? Thanks.
Sean Connolly:
Well, we will get out of it. I'm not going to give you exact timing. These are good businesses. I mean, got unbelievable relative market share on both of those businesses. How we navigate through it, I'm not going to disclose that; it may come a number of different ways, but we'll keep our power dry on that. But, you're talking about two brands here that are number one market share by far in their categories. And as I mentioned earlier, when we get our price gaps right, our merchandising right, we can recover volume rather quickly on these businesses. So, it's just a question of how is that going to unfold and exactly when is that going to hold, we’re not going to get into that detail quite here today.
David Palmer:
Thank you.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney:
Thank you. So, as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. The Investor Relations team is available for any follow-up discussions that anyone may have. Thank you for your interest in Conagra Brands.
Operator:
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator:
Good morning, ladies and gentlemen, and welcome to the ConAgra Brands third quarter fiscal year 2019 earnings conference call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note that this event is being recorded. At this time, I would like to turn the conference over to Brian Kearney, Director of Investor Relations. Please go ahead, sir.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I'll remind you that we will be making some forward-looking statements during today's call. While we are making those statements in good faith, we do not have any guarantee about the results that we will achieve. Descriptions of the risk factors are included in the documents we filed with the SEC. Also we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales growth, refer to measures that exclude items management believes impact the comparability for the period referenced. Please see the earnings press release for additional information on our comparability items. The reconciliations of those adjusted measures to the most directly comparable GAAP measures can be found in either the earnings press release or in the earnings slides, both of which can be found in the Investor Relations section of our website conagrabrands.com. We'll also be making references to total ConAgra Brands as well as Legacy ConAgra Brands. References to Legacy ConAgra Brands refer to measures that excludes any income or expenses associated with the recently acquired Pinnacle Foods business. Finally, we will be making references to pro forma net sales for Pinnacle. Pro forma net sales refer to results for Pinnacle Foods prior to the acquisition that have been adjusted to align with ConAgra's fiscal calendar. With that, I'll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thank you for joining our third quarter fiscal 2019 earnings conference call. There's a lot to cover this morning; we have strong Legacy ConAgra results to discuss, a positive Pinnacle integration update to share, deleveraging to discuss, and a preview of our April 10th Investor Day. But the most important takeaway from everything Dave and I will discuss today is what these results mean, the ConAgra Way to profitable growth delivers. The impact of our unwavering commitment to the ConAgra Way over the past several years has been consistent progress, most recently resulting in the continued strong momentum in core Legacy ConAgra Brands during the third quarter, particularly in our leading frozen and snacks businesses. We are now aggressively applying this approach to Pinnacle and it's working to keep the technical integration on track as well as driving a reinvigorated innovation lineup. As we said in Q2, we expect that innovation to lead to improved Pinnacle trends in the second half of fiscal 2020. It also enabled us to gain traction on delevering. In the short five months since closing the Pinnacle transaction, we've reduced debt by $685 million. Overall, we are confident we will deliver quality long-term growth at ConAgra and we'll share our robust innovation pipeline and new long-term financial algorithm on April 10th along with details of the increased cost synergy opportunities that we see. Before I get into the quarter, let me talk a bit more about the ConAgra Way. We'll unpack this even further at Investor Day, but this playbook is our bedrock and you've seen us execute it for several years now. The ConAgra Way to profitable growth is relentlessly principle based and firmly grounded in the consumer. It advocates that growth is essential and that we cannot and will not cut our way to prosperity. It acknowledges that our ability to build strong brands requires differentiated capabilities, particularly those that fuel innovation; areas like demand science, precision marketing, and omni-commerce. And the ConAgra Way recognizes that our success requires a highly disciplined approach to portfolio management, which you've seen us execute consistently for the past four years. Importantly, our disciplined approach is repeatable and scalable. It built our healthy and growing frozen and snacks businesses and serves as the basis for how we're approaching the rest of our portfolio, including Pinnacle. We're confident about how we do things around here because it works. We don't take shortcuts. We do things the right way, a way that best positions us for maximum value creation over the long haul. So, let's talk more about the results the ConAgra Way delivered in Q3. First up is the Legacy ConAgra business. We continued to deliver good consumption growth in our Legacy ConAgra segments in the quarter with strong trends on both a year-over-year and two-year basis. As you can see on Slide 8, Legacy ConAgra's domestic retail segments had another good quarter. Q3 growth in our Legacy segments was once again based on solid fundamentals tied to the increasing strength of our brands. Our retail sales and base velocities remained in fertile territory and continued to gain momentum on a two-year basis. Turning to our segment results. Refrigerated & Frozen was up 240 basis points in the quarter with Frozen again delivering terrific growth, 490 basis points. Refrigerated was down but as I mentioned last quarter, apart from Reddi-wip, we have yet to renovate these brands and bring new innovation to the marketplace. Refrigerated is one of the final pieces of the Legacy ConAgra portfolio to receive attention, but the work is well under way and you'll see exciting new products on store shelves in 2019. But turning back to Frozen, we've talked a lot in prior quarters about the successful implementation of our playbook in Frozen. As you can see on Slide 10 that success continued in Q3, we reinvigorated and continued to lead the Frozen category and our fundamentals remained strong in the quarter with improvement in consumption trends, TPDs, and base sales velocity. Our approach is having a positive impact on our results and importantly, it's also driving category growth in frozen single-serve meals. Our rigorous approach to modernizing and premiumizing our brands through renovation and innovation has delivered impact for ConAgra and for our customers. While we began our innovation journey in Frozen more than a year ago and went broader and deeper in frozen in fiscal 2019, we have even more on the way. In fiscal '20, we expect to have our most robust and powerful slate of innovation in this segment yet. The team has done a lot of great work to develop a strong multi-year pipeline of innovation across our Legacy ConAgra frozen brands and across refrigerated brands like Hebrew National, Egg Beaters, and Reddi-wip. Turning to our Legacy ConAgra Grocery & Snacks segment, we have more positive news to report. The snacks business grew by 8.2% during the quarter. This tremendous growth validates our recent investment in the business. Looking at our snacks business in more detail on Slide 14, the growth we delivered in Q3 came with contributions from every key snacking vertical; popcorn, meat snacks, sweet treats,and seeds. On a two-year basis, retail dollar sales for our Legacy ConAgra snacking portfolio were up an impressive 14%. Dissecting the snacks growth which we've done on Slide 15; you'll see that while TPD's were down, base velocities increased significantly. In other words, our growth in snacks during the quarter was driven by bringing terrific products to market that consumers wanted. Those products were in high demand and moved off shelves very quickly and growth through improved consumer pull is sustainable growth. Of course TPDs have been an important metric in assessing brand health historically, but TPDs are not always a helpful barometer of brand vitality. As an example, look at the Slim Jim results. Slim Jim is one of our healthiest brands and is driving strong snacks growth, but Slim Jim's TPDs declined nearly 18% year-over-year as we optimized our assortment. With that data point alone, you'd think the brand was struggling, but it was not. Velocity was up more than 28% and the net result was a retail sales improvement of more than 7% in the quarter. Our Slim Jim business became stronger by increasing shelf inventory and facings on our best selling, fastest moving items and by pruning low velocity SKUs. These actions led to higher sales for both ConAgra and our customers and TPDs did not tell the story. We saw the exact same dynamic on Swiss Miss in Q3 and I share this because it's a good reminder that TPD optimization does not always come through TPD growth. I'm very excited about the innovation that we deployed across snacks in the last year and even more excited about the impact of that innovation, but we're not even close to being done. To the point I highlighted earlier regarding Refrigerated & Frozen, our innovation and renovation machine is humming and we have a terrific multi-year pipeline built out for the brands you see here. I won't go further into it now, you'll have to wait until Investor Day. So in summary on Legacy ConAgra, we feel very good about our momentum. We're pleased with the results we delivered in Q3 and are confident that with the ConAgra Way, we'll continue to deliver. Turning to Pinnacle priorities on Slide 18, it's been a short five months since we completed our acquisition of Pinnacle, we've accomplished a great deal in that time with much more to come. I'll spend a few minutes covering each of our focus areas, integrating the business; reinvigorating Birds Eye, Duncan Hines, and Wish-Bone via innovation; and deleveraging. First, let's talk about the integration. I couldn't be happier with our progress on this front so far. We've said all along that the similarities between Legacy ConAgra and Pinnacle made a combination of our two companies an obvious opportunity and the fact that we've been able to quickly align our organizations and deliver our integration work plan to-date is evidence of how well the two companies mesh. Put a finer point on it, work transitions are on track and processes are being aligned; systems integration are well on their way with key milestones being hit; and importantly, we captured approximately $12 million of cost synergy in Q3 which paces ahead of our expectations. We continue to expect to over deliver the $215 million of cost synergies we previously announced and we'll share more detail on refined cost synergy opportunities next month. Thank you to the entire ConAgra team across Legacy ConAgra and Pinnacle for all their terrific work to-date on the integration. We've also been spending time in Q3 undertaking a concentrated effort to begin deploying the ConAgra Way to the Pinnacle portfolio and first up is our proven value over volume philosophy. We are starting the process of cutting slower turning and lower margin SKUs while redesigning Pinnacle's customer investments for better ROI. Retail sales and TPDs continued their downward trends in Q3, but base velocities improved as shown in the chart on the right, non-investment grade SKUs were the ones being pruned in the quarter and that means that the Pinnacle products remaining on shelf are higher quality and generating consumer takeaway. As we did with our Legacy ConAgra business several years ago, we are creating a stronger foundation on which to build. While we won't be happy until total retail sales begin to turn in the Pinnacle portfolio, we are confident that the value over volume process under way gives us that stronger foundation. As we introduce future innovation slates into the market, the net result will be more profitable sustainable growth. To be clear, our Pinnacle-related work is incredibly focused. Right now, it's all about strengthening Pinnacles Big 3; Birds Eye, Duncan Hines, and Wish-Bone. Pinnacle historically referred to these brands as leadership brands and with good reason. However, in the second half of last year, each of these businesses struggled with executional issues. These challenges hurt sales and profit representing the vast majority of Pinnacle's drop off on each. While recent performance in these great brands has been below historical norms, as we discussed last quarter, we're confident that we can reinvigorate them through great innovation and Q3 brought the beginning of our implementation of focused action plans for each brand. First, let's talk about Birds Eye. Birds Eye is an iconic billion dollar brand previously the largest in the Pinnacle portfolio and now the largest in the ConAgra portfolio. Recently, however, the Birds Eye brand was slow to respond to key consumer trends, opting out of innovating in important growth pockets. That is changing. The differentiating capabilities that come with the ConAgra Way include a well-developed innovation muscle and the know-how to identify and capitalize on consumer trends. Applying these capabilities to Birds Eye means that we're not only opting in to the innovation opportunities in this key category, but opting in in a big way. Here again we've already built a multi-year pipeline of innovation and renovation that will deliver a sequenced deluge of new Birds Eye products. We'll share a lot more in April. Now let's turn to Duncan Hines. While Duncan Hines' recent results have been disappointing, it faces a different situation than Birds Eye. Recall the Duncan Hines brand actually did a fair amount of innovation over the past two years. The brand moved into broader snacking with a very innovative idea for Mug Cakes. With this innovation, the Pinnacle team was clearly heading in the right direction. However, the execution of that innovation was not up to our standards. Inefficient SKUs proliferated while competitors entered the space with a more provocative execution, generated better velocities, and gained share. And that new innovation from the competition caused Duncan Hines to suffer. The good news is that we see the solutions here as straightforward even if they'll take a bit of time to cycle into the marketplace. Slide 23 shows how deploying the ConAgra Way to Duncan Hines is leading to a restage of the product with simplified branding, a larger size impression, an optimized SKU range, and an upgraded product with the simple addition of the hero ingredient consumers want, frosting. And finally, let's talk about Wish-Bone where the situation is again unique. In the summer of 2018 Wish-Bone labels were updated, but unfortunately the execution came up short. Despite a more modern design, the labels did not effectively communicate the flavor variety and variety communication is absolutely essential in salad dressing. Take a look at the picture on the left. The modernized label communication was flawed and sales velocities declined quickly and considerably following the label change. Fortunately, this issue has an obvious fix. The right side of Slide 24 shows our updated label. It prominently features the dressing variety. Again, a simple solution, but one that will take a bit of time to cycle into the marketplace, after it does, we believe that consumer takeaway for this iconic brand will improve. Overall, the health of the big three Pinnacle brands is critically important and you can be assured that our teams have spent the last five months incredibly focused on each of them. There is definitely more work to do and it will take some time for customers to add our new innovation into their shelf resets. Again as we said in Q2, we expect innovation to lead to improved Pinnacle trends in the second half of fiscal 2020. But the point I want you to take away today is that we have dug into what exactly ails each brand and we are squarely on top of the solutions. But top line growth isn't our only focus, we're also focused on improving margins across the Pinnacle portfolio and generating more cash from each dollar sold. Over the last several years we've built capabilities that address each of the margin levers noted on Slide 25 and deployed them across the Legacy ConAgra portfolio. And now we're focused on getting Pinnacle's gross margins back on track with solid realized productivity above our cost synergy initiatives, margin accretive innovation, improved pricing capabilities, a better brand mix, a better channel mix, and trade optimization. In other words, we're intensely focused on infusing the ConAgra Way into Pinnacle. Part of this is simply ensuring that our newest team members, those from Pinnacle, understand the fundamentals of our approach. I've always said that the cultures at ConAgra and Pinnacle have many overlaps, particularly with respect to our common embrace of a lean and agile culture and that's still my belief. But we also approach some things differently and we're excited to share our ConAgra processes and tools, particularly those that drive innovation based growth such as demand science, precision marketing, and omni-channel selling. I'm proud of how our combined organization is working together in the short time since the completion of the deal. Shifting to our balance sheet, I'm very pleased with our disciplined focus on deleveraging in the last five months. We're committed to a solid investment grade credit rating and as I said earlier, in a little less than five months since closing the transaction, we've already reduced debt by $685 million. We expect leverage ratios to improve over time as we increase our EBITDA growth from both the realization of cost synergies and the application of the ConAgra Way to the Pinnacle portfolio. We will also continue to prioritize debt reduction in our approach to capital allocation. I want to be clear that while we always view our portfolio with a lens toward optimizing growth and returns, we do not expect to need to make any additional divestitures in order to hit our leverage target. Looking ahead, you can be certain that we will not take our foot off the gas in the Legacy ConAgra business and we've already mobilized to aggressively apply our playbook to the Pinnacle portfolio and we'll continue to work to return those brands to growth. Finally, we remain squarely focused on executing our margin enhancing capabilities across the entire Company. As you probably glean from my remarks so far, we've got a great Investor Day coming up in a few weeks. As I mentioned earlier, we will be going into depth on the ConAgra Way, how it has benefited Legacy ConAgra and how it's being applied to Pinnacle to build long-term sustainable growth. And while we've previewed a couple of the innovations we've been working on, there's a full slate of new products on deck that we will show you. We'll also be sharing additional details on our Pinnacle action plan now that we've identified and begun to address the issues at hand. This will include a sneak peek of some new Pinnacle innovations that we'll be bringing to market. And finally, we will be providing updates to our financial algorithm, including new data on cost synergies. We hope that you will be able to join us in Chicago on April 10th. We're confident that the future here at ConAgra is one of long-term profitable growth. Our Q3 progress contributes to that confidence as does the long-term opportunity we'll share on April 10th. With that, I'll turn it over to Dave.
Dave Marberger:
Thank you, Sean, and good morning, everyone. I'll walk through the quarter and elements of both the Legacy ConAgra and Pinnacle businesses. With approximately two months left in fiscal 2019 and the sale of the Wesson oil business now complete, I will also share our perspectives on the balance of the year. Slide 31 outlines our performance for the quarter. Net sales for the third quarter were up 35.7% compared to a year ago, primarily reflecting the acquisition of Pinnacle Foods. Organic net sales, excluding the effect of the sale of Trenton, were up 1.9%. Organic net sales growth was largely in line with our expectations driven by the strong performance of our Legacy ConAgra domestic retail segments, which when taken together exceeded 2.5% organic growth in the quarter. For the quarter, adjusted gross profit increased 30.5% to $781 million and adjusted gross margin declined 115 basis points to 28.9%. While we continued to make good progress in driving Legacy ConAgra realized productivity and price mix, Pinnacle's gross margin of 26.2% in the quarter reduced total Company gross margin. In addition, the shift from A&P expense to above the line brand building investments with retailers reduced gross margin by approximately 100 basis points. I'll walk through the adjusted gross margin bridge shortly. In line with that shift, total Company A&P expense decreased 13.9% to $67 million or 2.5% of net sales in the quarter. Adjusted SG&A for the quarter was up 23.4% compared to the prior year and was 10.1% of net sales. The increase was driven by the addition of Pinnacle expenses, partially offset by synergies and lower incentive compensation expense due to a lower stock price compared to the prior year period. Adjusted operating profit increased 47.5% for the quarter and adjusted operating margin was 16.3%, up 130 basis points compared to the year ago period exceeding expectations. Adjusted EBITDA increased 35.9% to $554 million from $408 million a year ago. Adjusted diluted EPS was $0.51 for the quarter, down 16.4% from the prior year. I will review the drivers of Q3 EPS performance in a moment. Slide 32 outlines the drivers of our net sales change versus the same period a year ago. Organic net sales growth ex Trenton of 1.9% reflects a 120 basis point increase in Legacy ConAgra volume. Total price mix contributed 70 basis points as favorable price mix of 210 basis points was partially offset by increased brand building investments with retailers of 140 basis points. Total ConAgra net sales grew 35.7% driven by a 34.3% net benefit from the acquisitions of Pinnacle and Sandwich Bros., the divestiture of the Canadian Del Monte business, and our exit of the foodservice business produced in the Trenton facility. FX negatively impacted net sales by 50 basis points versus the prior year. Slide 33 outlines our net sales performance by reporting segment. The Grocery & Snacks segment grew reported and organic net sales by 2.9% driven by continued excellent performance in the Legacy ConAgra snacks business. Net sales of snacks increased 8.2% in the quarter led by strong end market performance by Orville Redenbacher, ACT II, Snack Pack, Slim Jim, and Duke's. The Refrigerated & Frozen segment continued its momentum in the third quarter with reported net sales growth of 3.3% and organic net sales growth of 2.4%. The acquisition of Sandwich Bros., which closed in the third quarter last year, added 90 basis points to the net sales growth. Volume grew 3.5% behind strong growth across the frozen portfolio, including Marie Callender's, Healthy Choice, Banquet, P.F. Chang's, and Frontera. The International segment's organic net sales were down 90 basis points in the quarter as favorable price mix was more than offset by volume declines concentrated in certain global export markets that benefited favorably in the prior year quarter from hurricane related shipments. Foodservice organic net sales declined 60 basis points in the quarter as the segment continued to execute its value over volume strategy. These benefits can be seen in the strong Foodservice profitability metrics I will review shortly. Page 34 shows Q3 and implied Q4 net sales for Pinnacle versus a pro forma prior year number adjusted for ConAgra's fiscal calendar and accounting policies. For Q3, Pinnacle net sales reflects a mid-single digit percentage point decline versus the comparable year ago period on a pro forma basis. As expected, overall consumption declined during the quarter driven by Birds Eye, Wish-Bone, and Duncan Hines. We also exited low ROI promotions. Additionally, the segment's year-over-year performance was negatively impacted by this year's later Easter holiday season. To help you better understand Pinnacles net sales on our fiscal calendar, we have included estimated Q4 Pinnacle net sales versus a pro forma prior year. We have also included additional pro forma sales detail in the appendix of today's presentation. Moving to Slide 35, you can see that Legacy ConAgra adjusted operating profit increased 10.3% and Legacy ConAgra adjusted operating margin came in at 16.5% for the third quarter, significantly above year ago performance. Note the 326 basis point improvement in Foodservice adjusted operating margin for Q3 versus the prior year as the segment executes its value over volume strategy. The Pinnacle segment's adjusted operating profit totaled $130 million. This performance was above expectations due to lower SG&A and approximately $12 million of synergies realized during the quarter, which were delivered ahead of schedule. The Pinnacle segment's adjusted operating margin was 18.2% or 15.6% when including the $19 million of adjusted Pinnacle general corporate expenses that had been accounted for in the Company's total corporate expenses and not in the Pinnacle reporting segment. Total ConAgra adjusted operating profit was up 47.5% versus a year ago and adjusted operating margin was 16.3% for the third quarter, up 130 basis points. Slide 36 outlines the adjusted gross margin change for the quarter. As you can see, realized productivity and favorable price mix improved gross margin 260 basis points, more than offsetting inflation during the quarter and covering the increase in continued investments and brand building with retailers. The gross margin of 26.2% on Pinnacle reduced overall ConAgra gross margin 100 basis points versus the prior year. Slide 37 details Pinnacle's adjusted profit margins by comparing performance this quarter to the most comparable Pinnacle Foods quarter a year ago from their earnings release, which was Pinnacle's first quarter of calendar year 2018. Pinnacle's Q3 adjusted gross margin declined 100 basis points versus this prior year comparison. Certain Pinnacle expenses were reclassified from cost of goods sold to SG&A to conform to ConAgra's accounting policies in the third quarter. Without this reclassification, Pinnacle's Q3 gross margin would have been down approximately 200 basis points. Headwinds to gross margin came from inflation on crops, packaging and transportation, increased business investments, and unfavorable volume mix and absorption. These headwinds were partially offset by continued realized productivity in the Pinnacle business. As Sean mentioned, we are deploying the ConAgra Way to improve Pinnacle gross margins moving forward and we'll discuss this more at Investor Day. Pinnacle's adjusted operating margin, which was not impacted by the accounting reclassification, was flat year-on-year. Operating margins benefited from SG&A favorability and $12 million in synergy capture. These tailwinds offset gross margin declines and an increase in transaction related amortization. Slide 38 outlines the drivers of our adjusted EPS performance for the quarter versus a year ago. The bridge shows Legacy ConAgra EPS drivers followed by Pinnacle adjusted operating profit and the incremental capital costs associated with the acquisition. Starting on the left, Legacy ConAgra EPS performance was driven by increased adjusted operating profit, which was offset by lower pension and post retirement net -- non-service income due to reduced asset return assumptions related to fully funding the pension plan last year. EPS was also reduced by lower adjusted equity method investment earnings from our Ardent Mills joint venture as well as a higher Q3 adjusted effective tax rate of 24.3% versus 19.7% a year ago due to the prior year rate impact of passing tax reform. The impact of increased Pinnacle adjusted operating profit offset by higher incremental interest expense and share dilution from Pinnacle acquisition financing reduced EPS by approximately $0.08. Slide 39 summarizes select balance sheet and cash flow information. Cash flow from operating activities from continuing operations was $745 million for the 39 weeks ended Q3, down versus the prior year. This decline was all realized in the first half as Q3 cash flow was up versus Q3 in the prior year. CapEx for the 39 weeks ended Q3 was $236 million or approximately 3.4% of net sales for the same period, in line with our expectations. In the quarter, we paid a dividend at an annualized rate of $0.85 per share. Gross debt was $11.1 billion at the end of the third quarter, a reduction of $435 million versus the end of Q2. Net debt at the end of the third quarter was $10.8 billion and the net debt leverage ratio was approximately 4.9 times on the latest 12-months pro forma EBITDA, in line with our expectations. Since the end of the third quarter through today, we have paid off another $250 million in debt. At the end of the third quarter, our average debt maturity was approximately nine years; our weighted average coupon was approximately 4.7%, and total fixed rate debt approximated 83%. As of today, our variable rate term loan balance has been reduced from $1.3 billion at the end of the second quarter to $600 million. We remain committed to a solid investment grade credit rating and achieving our leverage ratio target of 3.5 times debt-to-adjusted EBITDA by the end of fiscal '21. As Sean noted, we do not expect that any additional divestitures will be required for us to achieve our target leverage ratio. We believe that any further divestitures could accelerate our timetable to achieve the target ratio. Slide 40 summarizes our updated fiscal year 2019 outlook for both the Legacy Pinnacle segment and total ConAgra inclusive of the impact of Pinnacle from the closing date of October 26, 2018 to the end of the ConAgra fiscal year on May 26, 2019. The updated organic net sales growth guidance removes Wesson for the entire fiscal year. All other metrics include Wesson's actual results only for the time period the business was owned and now exclude expected results for the remainder of the fiscal year. We expect organic net sales growth ex Trenton to be approximately 1%. We expect Pinnacle reported net sales to be within the original net sales guidance range and we've now tightened that range to $1.71 billion to $1.73 billion. Our guidance on profit metrics is changing to reflect our ongoing real-time A&P optimization. We now expect adjusted gross margin for total ConAgra to be below the previously provided range of 29.3% to 29.6%. Again, the primary drivers of this are the continued brand building investments with retailers along with increased cost of goods sold investments to support product and packaging innovation, and higher inflation on the Pinnacle business. Despite the lower gross margin, we expect adjusted operating margin to be above the range of 14.9% to 15.2% driven by more favorable SG&A expense as well as faster synergy capture. We are reaffirming our expectations for the effective tax rate and we now expect total Company net interest expense to be favorable and below the prior range of $390 million to $395 million as we have reduced debt ahead of our forecast. We have no change in our expected full-year share count. We are also reaffirming our guidance range for adjusted diluted EPS from continuing operations of $2.03 to $2.08. We expect our improved operating margin and lower interest expense to offset the EPS impacts of the Wesson divestiture and lower-than-expected equity method investment earnings. Finally, we expect to exceed our prior synergy target of $20 million for fiscal 2019 and we are reaffirming our expectation for transaction-related amortization. As Sean mentioned, we will provide an update on synergies at Investor Day. Slide 41 provides a bit more detail on the organic net sales growth guidance. As I noted before, our prior guidance included Wesson for the full year. We are now excluding Wesson from our revised figure. By removing Wesson, our year-to-date organic sales growth increased by 20 basis points. Based on our performance through Q3, our guidance of approximately 1% organic net sales growth for the fiscal year excluding Wesson implies organic net sales growth of approximately 1.7% for the fourth quarter. That concludes my remarks. I will now pass it to the operator as Sean, Tom McGough, Darren Serrao, and I are ready to take your questions.
Operator:
Thank you, Mr. Marberger. We will now begin the question-and-answer session. [Operator Instructions] The first question will be from Andrew Lazar of Barclays. Please go ahead.
Andrew Lazar:
This may not be the time or venue for getting into too much detail on fiscal '20 as of yet, but I guess that's obviously a key question we continue to get as folks are still uncertain, if ConAgra still needs to sort of take a step back in fiscal '20 before moving forward. I think on the December call, Sean, you talked about over delivery on synergies from Pinnacle that kind of keeps you on target for your fiscal '22 EPS target that drove the initial accretion guidance. And given this is now coming off I guess a lower fiscal '19 base, it obviously seems a bit difficult to hit that target if it all has -- if it all has to come in fiscal '21 and '22. I guess it would seem that some progress on EPS is needed in fiscal '20 to sort of be on track for that. And I'm just trying to get a sense of, even if it's broadly, am I thinking about that in the right way?
Sean Connolly:
Well, you're correct. We don't give next year's guidance on our Q3 call as we've yet to review our final plan with our Board. But clearly '20 is going to be an important year for us and the building blocks for our '20 are clear. We expect momentum on Legacy ConAgra, we expect a trend bend on Pinnacle as we get into the second half, we expect strong synergy capture, and of course we expect robust deleveraging. At this point, that's about what I can give you. But you're right as well with your comments on '22, we do expect to get to a strong place. I would add it's not just on the back there of higher-than-expected synergies, it's also the recovery of the Pinnacle business through strong innovation per the comments that we had just a few minutes ago.
Andrew Lazar:
And then just on -- the Pinnacle margins in the quarter came in quite a bit better than we modeled and maybe to get to even if it's the high end of Pinnacle's full-year margin target, it would suggest I guess 4Q margins would be significantly lower than what we saw in 3Q. And I guess if that's right, I'm trying to get a sense of what would drive that and I guess is that really -- do you see it as sort of a low point for Pinnacle at this stage?
Dave Marberger:
Yes, Andrew. It's -- when you look at Pinnacle and you convert them from the calendar year to the ConAgra fiscal, the gross margin that they would deliver on the business has always been lower in the sort of first half of their calendar versus the second half. So because we're the May fiscal, Q3 you see lower gross margins and then same thing with Q4 so there's a seasonality aspect to that. So, you can expect to see gross margin being down a bit, which is pretty typical for their seasonality. I think as we communicated in the second quarter, inflation has been a big impact on Pinnacle, but also the planned pricing that they had wasn't executed and then they increased pretty significantly the trade promotion to try to get the volume going again off of the lost TPD. So, we've been working through these dynamics. We have our team working with the Pinnacle team and so we feel like we're going to make progress, but it's going to take some time to get on the inflation but we're working through that.
Sean Connolly:
Just to add one thing -- one additional point that, Andrew. So today's point there -- our gross margins on the Pinnacle piece of the business will vary quarter to quarter just consistent with historical norms. But make no mistake about it, the absolute gross margins on the business right now are not where they should be nor are they where they will be. But I think the bigger point on that is that in our industry, gross margin expansion really comes down to brand health. When innovation is strong, consumer pull is strong and when consumer pull is strong, elasticities of demand are low. When elasticities of demand are low, manufacturers have more pricing power and then more pricing power can lead to expanding margins. In other words, all paths lead back to doing a great job for the end consumer, which is really what the ConAgra Way is all about.
Operator:
The next question will be from Steve Strycula of UBS. Please go ahead.
Steve Strycula:
So, a quick question as a follow-up to Andrew's question may be taken from a different angle, if consensus is for next year at roughly $2.17 in earnings, do you think that adequately reflects the first half/back half dynamic where I would imagine you're still wrapping a lot of Pinnacle investment and distribution losses in the first half and then maybe things -- you have a little bit of wind in your sail for the back half? Is that directionally a fair way to think about it and does -- at a high level, do you think consensus act -- presently reflects that?
Sean Connolly:
Well, I don't want to comment on consensus currently because if I do, then that's kind of the equivalent of giving fiscal '20 guidance or directionally giving guidance. But I do understand the interest in Pinnacle recovery timing because as you can imagine, we're quite interested in it as well. So, let me give you just some perspective on that because I think it's important perspective. First off, I want everybody to know this is quite a bit different with regards to Pinnacle turnaround than what had to be done when I got to ConAgra four years ago in terms of degree of difficulty. That was a much heavier lift. The focus here with respect to Pinnacle is on executional issues on three brands. Now we do have to capture -- recapture the lost distribution points, but we have done that on many brands over the last several years by applying the ConAgra Way. Growth always comes down to great innovation from great brands and that's what we do. The trend will bend as we get into the back half of fiscal '20 and it will get stronger from there. Beyond that, TPD strengthening on Pinnacle will be category specific and brand specific and customer specific. We have made, as I mentioned earlier, huge progress on building new innovations on the Big 3. We'll share more with you at Investor Day. And we are working, as you might imagine, with customers to get them into the shelf resets as quickly as possible. Now obviously different customers have different windows and it also does vary by category. And as you might imagine, we are pushing for as fast as possible timing given the attractiveness of these new innovations. But in total we don't expect to see real inflection until the second half of fiscal '20 with respect to Pinnacle top line trends.
Steve Strycula:
And as a quick follow-up, Sean, I appreciate your comments that ConAgra's culture is not to cut -- cost cut its way to prosperity. But how do we think about the modest reduction to the gross margin outlook in today's guidance? It seems like there's further rotation out of A&P into trade investment. Is the cost of growing in your current footprint just higher than it was before for the industry as a whole or how should investors really interpret it? Thank you.
Sean Connolly:
Yes, sure. Not really. As you could see in Dave's bridge, the gross margin is a function of both Pinnacle as well as the A&P shift. I think big picture we believe in brand building through effective programs that create consumer pull. We also want to do it efficiently. So accordingly, we apply a lot of analytical muscle to identify waste and then redeploy those funds to better brand building alternatives. So clearly we have identified a lot of inefficiency in A&P and a lot of opportunity with retailers, which really should not surprise anyone given the customer sophistication we see these days. We are frankly agnostic to where we deploy marketing investments as long as they build brands effectively and we'll go much deeper on how we do this and why we do this on Investor Day. But I think the big point is overall investment is staying pretty stable, it is moving from below the line to above the line. But these A&P reductions are not being dropped to EBIT, that's the key point, nor are they being put into price discounting. They are truly going to brand building investments with retailers and much more effectively and efficiently than they were doing previously with some antiquated marketing practices below the line.
Operator:
The next question will be from Ken Goldman of JPMorgan. Please go ahead.
Tom Palmer:
It's Tom Palmer on for Ken. Thanks for the questions. Could you give us an idea of the magnitude of the Easter shift on sales in the third quarter for Pinnacle? I'm hoping to better understand how much of the improved growth rate indicated in the fourth quarter guidance is because top line fundamentals at Pinnacle are starting to stabilize and how much is related to that shift?
Sean Connolly:
Yes. So, I would say probably about 1.5 percentage points in this quarter would be timing that will shift to next quarter.
Tom Palmer:
Okay, thanks. Thanks for the color there. And then another one on fourth quarter sales line. So, you're going up against a tougher year-over-year organic sales growth comparison in the fourth quarter relative to last year. Your guidance calls for a comparable organic sales growth rate. So, what do you see as the key drivers of this growth? Are there certain key products that are accelerating from distribution gains or new product launches? Just anything to call out to kind of support that growth as you go against that tougher compare.
Sean Connolly:
Sure. With respect to Q4 Legacy CAG, it's really about momentum in frozen and snacks and you saw we had very good momentum there in the third quarter as well as some very strong programming that we have planned in non-measured channels. So as we look at our forecast, that's really what's going to deliver that Q4 and we feel very good about the programs that are in the marketplace.
Operator:
The next question will be from David Driscoll of Citi. Please go ahead.
David Driscoll:
The first one is super short. Sean, I think you said this, but I just want to be super clear. Are you reiterating your three year synergy guidance that was given at the time of the Pinnacle deal? You did it last quarter, but I think to Andrew's question, you sort of did it; but I just want to be clear that you still believe in the accretion.
Sean Connolly:
Yes. On synergies because you just used the word synergy, we baked -- what we said last quarter was we're going to beat the synergy number. We'll have more detailed color for you on that in a few weeks. With respect to strong EPS performance through '22, yes, we expected last quarter that we would have strong EPS performance through '22 and basically get to roughly where we wanted to get to all along. Anyway, we still see that. And as I said last quarter, we're going to get there from a lower base. We won't get there on a straight line, but we will get there and we'll get there through a combination of higher than expected synergies and profit and margin recovery on the Pinnacle business while continuing to do what we expect with the Legacy ConAgra business.
David Driscoll:
And I did mean the accretion synergies just being a component of it. Thank you for the clarification. Second question for me is on your price mix. Total Company price mix 0.7%, but the retailer investment is a big number, 1.4 points of investments with those retailers. How do you see the pricing environment? You were clear on multiple points in your script about what strong brands can do for you in terms of margins and pricing. But just today's report 0.7 points, when I just look at that aggregated number, it looks OK. But I would like to hear how you interpret this and think about that retailer investment? Do you just add it back and look at the 2.1 points of price mix and say that that is the better indicator of how well your brands are responding to the need for pricing?
Sean Connolly:
Yes, I think it's a better indicator. But you also have to keep in mind too, David, what we're doing here is really refreshing and premiumizing the portfolio. So, a big driver for our entire Company is just massive contemporarization through innovation. And when we do that contemporarization through innovation; we bring premiumization, we bring higher price points and ideally higher gross margin percentages. So, I pointed out last year as a good example on our frozen business, we basically restaged the entire frozen business with more premium products and much of the pricing we got through there was through that premiumization and just total overhaul of the business. There are other categories where we do it the old fashioned way and we just take inflation just by list price increases. Most recent one of those is tomatoes, which is a business where we've experienced significant inflation on canned tomatoes. We knew that it would take a while for our competition to follow, but in Q3 we took pricing anyway. It suppressed our sales a little bit on that business, but now we're seeing the kind of competitive response we expected all along and that's the right decision for the long haul. So, we're going to continue to get pricing a variety of ways. I think everybody is kind of in that ballpark these days. But in our case since we had so much refreshing to do with the portfolio, probably more of it than you see on average has been coming through this pretty wholesale innovation play that we've been driving.
David Driscoll:
Dave, can I just ask one clarification to one of the numbers on top line? So in the year ago period, there was an effect from the hurricanes and shifting of inventories or shipments between quarters. Was that a benefit in this quarter and can you quantify it?
Dave Marberger:
So David, it was really in the Grocery & Snacks reporting segment. We had -- if you kind of parse that, we had snacks which basically shipped to consumption as we showed strong 8% basically consumption and shipments. On the grocery side, there was a little bit of a bump because we did ship above consumption in the quarter in grocery so there was a little bit of a benefit there about 50 basis points year-on-year on that.
Sean Connolly:
But I think the one thing that Dave mentioned before too is you see some of the -- you see some of the negative results in International. International actually benefited in the year ago quarter from hurricane shipments and some of the protracted problems happened in the island. So that actually represented a headwind this quarter and speaks to the decline that you see in the International piece. So, there's -- you got a bit of different noise in different operating segments, but I guess overall the net top line performance has been pretty consistent with what we expected. And overall over time, we genuine -- generally usually see shipments and consumption operate very, very closely together with little spread.
Operator:
The next question will be from Rob Dickerson of Deutsche Bank. Please go ahead.
Rob Dickerson:
So, I just had a question about really the optimization piece of the strategy. If you go back and look at what you did with ConAgra really legacy frozen portfolio. First, you saw some distribution weaknesses -- sorry distribution weakness and then velocities improved, but then we also started to see after that distribution gains. So if we step back and just think about only Pinnacle that we're seeing, as you said, and parts of the International business, TDPs may have come off, right, but velocities start to improve which is a positive. But when you think about the overall portfolio with Pinnacle and you speak with the retailers, I'm assuming that's really just like the first piece of the broader strategy which is improve the portfolio, improve the velocities, and then go back and get the distribution and then grow the margin. So just kind of want to -- any color as to kind of how you think about that longer-term strategy to get back to distribution gains with better velocities?
Sean Connolly:
Yes. This -- you are spot on and we're going to spend a fair amount of time kind of walking you through how this works, you can call it the ConAgra Way, because it is -- it's very process oriented, it's very principle based, it's very repeatable and scalable. And basically the philosophy behind it says hey, you've got to have a solid foundation in the marketplace on which to build. So, step one is the value over volume strategy and it does create that solid foundation. Then you layer very provocative high velocity innovation on top of that and you support it and if the product is designed the right way, you get good repeat. So, it does become a virtuous cycle and that is really the model that we try to get in there and it starts with a very clear eyed assessment around what's in the marketplace and is it fully competitive versus the other stuff consumers could buy. And when businesses kind of run into executional challenges or they take their foot off the gas on innovation, it's not surprising to find that what's in the marketplace is not always fully competitive and you have to deal with that and that's exactly our approach.
Rob Dickerson:
Okay, super. And then just quickly on the retailer investments and I realize it's always a sensitive topic to kind of get in the exact examples. But just given I feel like you've spent a little bit more in the trade for a while, but kind of the theme continues to evolve in that area. Can you just give any incremental color as to exactly what you do? I mean I think I know what you do, but kind of just to clarify.
Sean Connolly:
I think the easiest way to describe it -- the easy way to describe it, Rob, is kind of what is and what was. What was in the old days, you'd go to customers and -- as a manufacturer with a bag of money and most of that money went into price based merchandising events. Now those could be very, very inefficient just rollbacks on the shelf. That was kind of the bottom feeder merchandising event. Then there was end aisle displays, that was kind of next up. And then there were the combination of in-store flyers plus displays and those usually got the best lifts. And over time what we saw is that young consumers were less and less responsive to price based discounting. They wanted more than a cheap price. They wanted higher quality. They didn't care if our Banquet Salisbury Steak was $0.88 if a Banquet Salisbury Steak was the last thing that their stomach craved. So these lifts dropped, at the same time our retailers began to become much more sophisticated because after all they sit on a couple of important things. One is a massive amount of high quality consumer data that allows targeting and personalization of marketing message. The other thing that they have is scale. So even today, as an example, we are seeing big retailers starting to realize they have major buying power when it comes to traditional marketing services like advertising, in some cases much more buying power than manufacturers of their own right. So they are increasingly becoming a high effectiveness, high efficiency conduit to the consumer. And so as we agnostically look at deploying brand building marketing, all we really care about is who's the best conduit to deliver high impact, high efficiency brand building activities to the consumer. And it is absolutely becoming clear that the customer is becoming a better and better conduit for effectiveness and efficiency in brand building year in, year out and if you look at the assets they sit on between things like scale as well as data, it shouldn't be really surprising to anybody, very different from historical mental models, but clear empirical evidence that it's more effective.
Operator:
The next question will be from Alexia Howard of Bernstein. Please go ahead.
Alexia Howard:
So we were talking a little bit ago about the consistency, I guess, on the consumer takeaway data versus the reported data in grocery and refrigerated. I'm curious about the frozen area. This quarter you reported 4.9% organic net sales growth in the frozen area. I think on the next page in the presentation, the consumer takeaway data this quarter was 2.6% so there was a positive gap. Was that a one-time inventory rebuild? We've heard some companies talk about extension of payment terms. Just curious about what's driven that and whether it could continue going forward, maybe it's a non-measured channel. Thank you.
Sean Connolly:
It's a very good question, Alexia. A little bit of it is non-measured channels, but as I mentioned last quarter, there were some shipments that slid from late Q2 into early Q3, which is not unusual at all around the holidays. So for example, Marie Callender desert pies, that's an example of a business where we saw some shipments slide around the holidays and that's why we get kind of -- we try not to give quarterly guidance on top line because we can't exactly control when these shipments leave the docks and when they're received by customers especially when you've got major holiday events going on in things like pies. But that's a piece of it. I think the bigger point in Q3 was that consumer takeaway and the underlying fundamentals were quite strong and that does include, to your point, very strong performance in unmeasured channels. So overall, we were quite pleased not just in frozen, but with what we saw in other areas as well.
Operator:
The next question will be from Robert Moskow of Credit Suisse. Please go ahead.
Robert Moskow:
This is a question for Dave. Dave, I think on the last call you talked about having contingency plans for CapEx in relation to hitting debt targets longer term. I didn't hear anything about the CapEx guide this year. Is it unchanged and maybe you could put a number? And then just broadly speaking, it seems like Pinnacle does need some investment in growth CapEx for coming up with carbohydrate substitutes and that requires some capacity. So, how can I reconcile those two things or is it possible to do everything while reducing CapEx?
Dave Marberger:
No. Good question and so let me be clear. When I talk about managing CapEx, in no way am I talking about cutting investment that's going to drive the business. When I make a comment like that, I'm clearly talking about just managing the timing of CapEx. That's normal kind of management of investment that I've done my entire career and every company does. So, I just want to be crystal clear on that point. Our CapEx year-to-date is about 3.6% of net sales. We've said between 3% and 4% would be kind of our rate so I think we could kind of assume that it will stay in that range for the fiscal year. So -- but they're really the kind of key drivers there. But we are making investments in the business, we're doing it now, we're going to continue to do it, and we're going to manage our cash at the same time. So, we're on target there.
Sean Connolly:
One other thought on that, Rob, too as well. We have existing capabilities and capital in place that we have leverage to drive innovation on Legacy ConAgra that has excess capacity and can be readily applied to some of the Pinnacle brands. For example, Birds Eye is a -- it's clearly our biggest brands and it is a business that historically was not able to get into the world of single-serve and we have industry leading single-serve capability and there -- some very unique aspect to that. That's turnkey. So we can apply that pretty quickly in a capital efficient way and drive growth and ideally margin accretion.
Robert Moskow:
You haven't said much about -- today about carbohydrate substitutes, but it was a big part of your comments in December how you -- how that was what Birds Eye missed. Are we going to hear more about that in April or is it kind of something that gets pushed back longer because of co-packing needs?
Sean Connolly:
No, we'll talk quite a bit in April about not only Birds Eye, but really the rest of the Company. But as when I referred in my comments today around opting out of very important consumer growth sites and dig sites, clearly the big one on Birds Eye was the spiralized piece and that's just an area that the leading brand in the category has to be in. So, you should assume that that's coming from us and we'll have lot more to say about that in a few weeks.
Operator:
The next question will be from Jason English of Goldman Sachs. Please go ahead.
Jason English:
A couple of questions. First, it's great to see some of the Pinnacle Foods innovation already. Can you give us a sense of when you -- when we should start to expect to see some of that show up at retail?
Sean Connolly:
Yes. That's really the point I was making earlier, which is we -- number one, we did really put the pedal down to build this innovation out and it has been for me personally just incredibly impressive to see what the team has done so quickly. Just because we've designed it and built it doesn't mean it's ready to start showing up in the scanner data because it's not on the shelf and so our job is to try to get it on the shelf as quickly as possible. That's sometimes easier said than done because customers do plan out their innovation pipe oftentimes a year in advance, sometimes they go 18 months in advance, and there is an element of hey, get in the queue here to do this. That said, because we're talking about brands like Birds Eye which is really a juggernaut an industry leader in the category; we're not talking that far out. We're working to get our products into these planograms as soon as we can. Some customers will try to shoot one in sooner, some will come later; but it will be category by category, customer by customer. But in total, my expectation is that we won't see a material bend in the trend until the back half of fiscal '20 and it should get stronger from there.
Jason English:
And I wanted to come back to Andrew Lazar's question on Pinnacle Food margins because I don't think I was fully sated by the answer. If I've done the math correct, I think the implicit EBIT margin in the fourth quarter for PF is 9%, which is quite a big sequential step down, right. And I heard your messaging on gross margins, but the messaging there didn't seem to suggest that we would see such a dramatic drop in gross margin. So my takeaway is there must be something else going on. A, is my math, right; and B, what is -- if there is something else going on, what is it? And should we be bracing for that sort of exit rate for this year to be the entry rate into 2020?
Dave Marberger:
Yes. Jason, this is Dave. I'm not quite getting the -- did you say 9% operating margin, is that what you said for Pinnacle?
Jason English:
Yes, yes. That's...
Dave Marberger:
Yes, it's not quite that low. You'll see gross margin come down a bit from where we are in Q3 from what I described earlier, but we're north of your number on operating margin.
Jason English:
Okay. I'll revisit our math and follow up if necessary.
Dave Marberger:
Okay.
Operator:
And ladies and gentlemen, that will conclude our question-and-answer session. I would like to hand the conference back over to Brian Kearney for his closing remarks.
Brian Kearney:
Thank you. So as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. The Investor Relations team is available for any follow-up discussions that anyone may have. Thank you for your interest in ConAgra Brands.
Operator:
Thank you. Ladies and gentlemen, the conference has concluded. Thank you for attending today's presentation. You may now disconnect your lines.
Executives:
Brian Kearney - Director, IR Sean Connolly - President and CEO David Marberger - EVP and CFO
Analysts:
Andrew Lazar - Barclays David Driscoll - Citi Ken Goldman - JP Morgan Steve Strycula - UBS Rob Dickerson - Deutsche Bank David Palmer - RBC Capital Markets Robert Moskow - Credit Suisse Bryan Spillane - Bank of America Merrill Lynch Akshay Jagdale - Jefferies
Operator:
Good morning. And welcome to the ConAgra Brand’s Second Quarter Fiscal Year 2019 Earnings Conference Call. All participants will be in listen-only mode [Operator Instructions]. After today’s presentation, there will be an opportunity to ask questions [Operator Instructions]. Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney, Senior Director of Investor Relations. Mr. Kearney, please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us and happy holidays. I’ll remind you that we will be making some forward-looking statements during today’s call. While we are making these statements in good faith, we do not have any guarantee about the results that we will achieve. Descriptions of risk factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales growth, refer to measures that exclude items management beliefs impact the comparability for the period referenced. Please see the earnings press release for additional information on our comparability items. The reconciliation of those adjusted measures to the most directly comparable GAAP measures can be found in either of the earnings press release or in the earnings slides, both of which can be found in the Investor Relations section of our Web site, ConAgrabrands.com. Finally, we will be making references to total ConAgra Brands, as well as legacy ConAgra Brands. References to legacy ConAgra Brands refer to measures that exclude any income or expenses associated with the recently acquired Pinnacle Foods Business. With that, I’ll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning everyone and happy holidays. Thank you for joining our second quarter fiscal 2019 earnings conference call. On today’s call, we will unpack our driving consumption and growth, particularly in our frozen and snacks businesses and we will provide our initial perspective on and plans for the Pinnacle Business. There is lot to cover, so let’s jump right in. In terms of the legacy ConAgra Brands Business, we built on our recent momentum during the second quarter as we continued to gain share in key refrigerated and frozen, and grocery and snacks businesses. Given our performance to-date and our expectations for the year, we are reaffirming our fiscal 2019 sales and margin guidance for legacy ConAgra Brands. In addition to driving results in our legacy ConAgra Brands Business, we completed the acquisition of Pinnacle Foods. In the short time since we’ve owned the business, our team is been working hard on the integration, which is progressing seamlessly. Later in the call, we’ll share more on what we’ve learned about Pinnacle over the past several weeks, including our initial plans to address some of the challenges facing that portfolio. Importantly, we believe that we have the right playbook to address these issues and that work is already underway. While today’s comments regarding Pinnacle will be preliminary, we will have much more say about Pinnacle at our Investor Day on April 10, 2019 in Chicago where we plan to provide a comprehensive update on our progress, opportunities and outlook. We hope you can attend. Turning to the results for the quarter. From a high level, we continued to deliver consumption growth for legacy ConAgra Brands driven by Frozen and Snacks where we have focused our efforts on brand building and innovation. The optics of the quarter were affected by the impact of last year's hurricanes. Also, some shipment slid from late Q2 into early Q3, which is not unusual around the holidays. Overall, the sales are largely in line with our expectations. And importantly, we exceeded our margin expectations. You can see on Slide 7, our domestic retail segments continued to demonstrate the impact of the successful execution of our strategy in the form of consistent accelerating consumption trends. Consumer takeaway is the key driver of growth. Our deliberate actions to invest in brand building and deliver strong innovation slate, particularly in our Frozen and Snacks and Sweet Treats businesses is driving strong year-over-year consumption growth, as well as consistent improvement on a two year basis. It's worth noting that we posted positive year-over-year retail sales growth in every month of calendar 2018 except for September the month that we last year's hurricanes. As you can see on Slide 8, we continued to drive growth based on strong fundamentals tied to the strength of our brands, base velocities, sales and TPDs remain in fertile territory and continue to gain momentum on a two year basis. To provide the proper context for this quarter's sales performance, we would like to take a quick step back and remind you of what took place in fiscal 2018. As you may recall from Q2 of fiscal '18, we saw an uptick in demand due to the hurricanes, which increased last year's Q2 net sales by approximately 220 basis points. So don't look at this year's Q2 growth rate in isolation. As you can see on Slide 9, if we look at the growth on a two year basis, organic net sales have grown 70 basis points. We will now turn to our segment results starting with Refrigerated and Frozen. Our results here tell a tale of two things based on where we have applied our playbook and where we have not. The segment overall is up 50 basis points with Frozen, driving all of the growth. The decline in refrigerated reflects the fact that with the exception of Reddi-wip, we have yet to bring innovation to the marketplace. As one of the final pieces of the legacy ConAgra portfolio to receive attention, our Refrigerated products still appear on the shelf today largely the same way they did in the 90s, and it shows in the results. However, there's a slate of exciting innovations coming to Refrigerated in 2019, we will debut these exciting international Egg Beaters and spread innovations at our Investor Day in April. So stay tuned. We've talked a lot in prior quarters about the successful implementation of our playbook in Frozen. As you can see on Slide 11, that success continues. We are reinvigorating and leading this $5.2 billion category. And our Frozen single-serve meals continue to be the fastest growing in terms of total retail sales. The chart on this page demonstrates that our growth in the absolute is not only strong but accelerating. This growth has been the result of our rigorous approach to modernizing and premiumizing our brands through renovation and innovation and that is our view, we're increasing our whole penetration, average selling prices are moving up and promotions are moving down. We're growing both sales and distribution, and customers are benefiting via category growth and improved margins. As you can see on the left, we’ve also benefited from increasing household penetration, which continues to build. In the most recent quarter alone, we attracted 1.7 million more households to our products, which is on top of the 1.8 million added a year ago. While we see growth coming from all age cohorts, including millennial, Gen X and Boomers, our growth does over-index to younger-generations. Younger consumers are clamouring for contemporary frozen foods, but large manufacturers have been slow to move in that direction. We’ve incorporated the modern food attributes millennials value into our iconic brands to re-imagine our frozen portfolio. As a result, we’re capturing an outsized share of the growth among millennials and Gen X consumers. Slide 14 emphasizes once again how the strength of our brands is allowing us to capture growth the right way. As the chart on the left shows, given our product quality improvements, we have been able to consistently increase the price per unit in our frozen single serve meals. At the same time, our single serve meals are requiring fewer promotions, and our approach is not only having a positive impact on our results, but it’s also driving category growth in frozen single serve meals overall. In the last 52 weeks, the category is up $138 million with $184 million of that coming from us. Our retailers value what we’re doing and their hungry for more. Results of our efforts in frozen could not be more clear, our legacy ConAgra Frozen single serve meals are the fastest growing in the industry, both in terms of retail sales and total point of distribution. This demonstrates that our proven approach to brand building and innovation is helping us gain share. Retailers care about category growth and their allocating more shelve space to our products, because we’re driving the growth in the category. Importantly, we continue to see years of runway in frozen and expect the space to benefit from long-term demographic tailwinds. ConAgra is in a tremendous position to capitalize on this opportunity, especially after the acquisition of Pinnacle Foods and its strong portfolio of frozen brands. Turning to our grocery and snacks segment, as a reminder this segment was heavily impacted by last year’s hurricane, particularly in our shelf stable meals and sides businesses, which benefited from the pantry stocking behavior that typically takes place around the major storm. If you look at just the snacks businesses, we grew organic net sales by 3.8% during the quarter. As a reminder, we have nearly $2 billion snacks and sweet treats business that is large but focused. By applying the ConAgra playbook, we’re delivering strong and accelerating growth in this important business, including 6.4% retail sales growth in the second quarter. We see a tremendous opportunity for that growth to continue. At the National Association of Convenient Store Show, also known as NACS, we gave you our new approach to snacks and sweet treats to our retailers. Slide 19 shows some of the innovation we introduced, which includes new varieties and on on-trend flavors and reflects our focus on optimizing price by architecture with multiple product configurations. Our products were well received and we expect to continue to build on the strong momentum we delivered in the quarter as these new innovations hit the market in 2019. So, we feel good about our momentum in the legacy ConAgra business, and now we have the opportunity to build that momentum overtime with the acquisition of Pinnacle. So, let’s talk Pinnacle. Our second quarter includes 31 days of Pinnacle’s results. We remain excited about the opportunities presented by the combine portfolio, the addition of Pinnacle, expand our presence in our most strategic categories, including frozen foods and snacks, and brings together two complementary portfolios of iconic brands. We successfully closed the transaction faster than originally expected. And frankly, I'm glad we've taken the reins. We've all seen the weak scanner data on key Pinnacle brands over the past several months, and the 31 days of results we’re reporting today aren't where they need to be. We need to bring our executional capabilities to the Pinnacle business now. We've spent eight weeks since close going deep on the Pinnacle business. We now have a clear understanding of the source of the weakness in the business and we've started to take action. I'm going to spend a few minutes sharing what we've learned. I'm also going to be transparent about where we see the Pinnacle business landing its legacy fiscal year versus its standalone targets and most importantly I'm going to speak to the opportunity that lies ahead. Here are the key takeaways. First, near-term issues do exist in the Pinnacle business, but they are fixable and we are the right team to fix them. ConAgra has the capabilities to put Pinnacle's brands back on track and deliver for its customers and consumers and shareholders. Second, our work in these initial weeks post close has revealed the opportunity to exceed our initial synergy target for the transaction. And third, I don't want there to be any doubt we are as excited as ever to have the Pinnacle family of brands in our portfolio. Let's look back at Pinnacles recent history. Its business strength in the years since its IPO relies heavily on strong innovation and flawless execution on what Pinnacle historically referred to as its leadership brand; Birds eye, Wishbone and Duncan Hines among others. This contributed to steady growth sustained over time. Slide 24 shows that growth stalled on these three key leadership brands in 2018. Given this, previous share gains were reversed, Birdseye, Duncan Hines and Wishbone have all suffered sales and distribution losses this past year and this weakness accounts for the vast majority of Pinnacles current challenges. So what happened? Simply put, innovation and execution came up short. And when that happens, in my experience, a virtue led cycle can sometimes emerge and that appears to be the case with respect to Pinnacles leadership brand. While there was plenty of innovation activity over the past two years, the results clearly show the innovation was insufficient to sustain growth, primarily because it was subpar in its execution. With regards to execution, Pinnacle over-extended new items in the same demand pool, favored high margins over high quality and highly competitive products, and missed some major consumer trends. These missteps ultimately undermined brand strength and pricing power, while gross productivity was insufficient to make up for operational offsets like a major product recall. Instead of improving the products more subpar SKU entered the market, which led to even more inefficient SKU proliferation. And then to try to jumpstart volume, low ROI trade was infused behind price promotion; compounding this unenviable situation with acute cost inflation, particularly in transportation and better innovation from the competition; and as you'd expect the side effect of disappointed customers. When Birdseye, Duncan Hines and Wishbone delve further into the virtue led cycle and brand performance stalled, customers reduced distribution. Since then, each brand has lost shared with competition. Given these dynamics, the Pinnacle business will unfortunately under-deliver its pretty close internal standalone targets. On sales, we now estimate the Pinnacle portfolio will land calendar year ’18 at roughly $3 billion, which is about $160 million or 5% below Pinnacle’s target. Approximately $30 million of this miss is driven by our post close decisions to exit some year-end promotions that we saw as extremely low ROI. At adjusted gross margin, we now estimate Pinnacle would have closed out calendar year ’18 at approximately 28%, which is roughly 230 basis points below it's internal targets. Dave will go deeper on all of this shortly. As you think about the balance of this fiscal year, keep in mind that historically, Pinnacle’s gross margin performance was lower in the front half of the calendar year than the back half. So clearly, these results are highly disappointing and they mean we’re going to be putting our near-term focus on fixing the fundamentals before the business returns to growth. And we will restore growth. Despite recent declines in sales and distribution, base velocities have been improving as non-investment grade SKUs are being pruned. Most of the Pinnacle products that remain on shelves today are high quality, which gives us a good base to build from. Let me be clear, Pinnacle’s current challenges can and will be fixed. Working collaboratively with the Pinnacle team, we are taking action to reverse these trends, returning off inefficient trade deals, shutting down weak innovation projects and identifying areas where focus is desperately needed. We have also devised an action plan. First things first, we will continue to flawlessly integrate the business. Our people, processes and technology integrations are on track today, and we will not lose focus on that important work. Second, we will implement our value over volume approach on the Pinnacle portfolio, with an eye on cutting weak and low margin SKUs, and redesigning trade programs for better ROI. And third, we will leverage our proven insights and innovation capabilities to rebuild Pinnacle's volume base through innovation and renovation that modernizes and premiumizes Pinnacle brands. We will return these iconic brands to the desired level of performance, and we will do it convincingly. But it won’t happen overnight. Pinnacle's fiscal year was aligned to the calendar year. And as a result, it has communicated much of its 2019 innovation and trade plans to customers pre-close. Fortunately, this work was built on the same week and footing embedded in Pinnacle’s 2018 initiatives. As I mentioned, we are absolutely stopping the initiatives that we can responsibly stop. But most of our new word won’t be ready to show customers until well into calendar 2019. As a result, I don’t expect the material improvement in Pinnacle’s underlying trends until the second half of ConAgra's fiscal 2020. Now that you have a sense of the actions we’re taking on the brand execution side of the house, let me spend a moment on our transaction expectations, first synergies. In short, we see more opportunity here than we initially estimated. Now that we’ve had a chance to go deeper and get more granular in areas where we just couldn’t get full transparency in pre-close, we’re quite pleased. Dave will talk more about this during his comments. But not only are we on track to deliver $250 million of cost synergies by fiscal 2022, we see real upside. In fact, current chemical weakness means we are starting from a lower pace in fiscal year 2019, more on that from Dave in a minute, we expect to over deliver on cost synergies and hit fiscal 2020 EPS that drove our original EPS accretion guidance for this transaction. Finally, we remain committed to the leverage targets that we previously announced, as well as a solid investment grade credit rating. So to sum up pinnacle for now, the deterioration in the legacy Pinnacle business over the course of calendar year 2018 means we have some hard work to do. However, my confidence in our ability to deliver sustainable profitable growth for investors with this acquisition is unwavering. One, the strategic logic for this transaction remains compelling. The acquisition provides us with iconic brands in attractive categories, including frozen and snacks. It offers us greater scale with customers and increases our health and wellness credentials. Two, challenges that the pinnacle businesses face has been largely self-inflicted due to subpar innovation and executional missteps. And we have the right capabilities to address these challenges. And three, let me reiterate our transaction expectations remain intact. In short, the implication of our assessment is one of near-term timing and not of absolute success. Looking ahead, we will not take our foot off the gas in the legacy ConAgra business, we will continue to roll out innovation and to drive the top line and build upon our accelerated momentum in frozen snacks, searching to seize opportunities in Refrigerated and condiments and enhancers and ensure our reliable contributor businesses are competitive. We also remain squarely focused on executing across our margin drivers to fuel growth. And as we just discussed, we have already mobilized to aggressively apply our playbook to the Pinnacle portfolio. We look forward to sharing a comprehensive update on our progress and outlook during our Investor Day on April 10th in Chicago. With that, I'll turn it over to Dave.
David Marberger:
Thank you, Sean and good morning everyone. Slide 33 outlines our performance for the quarter. As Sean I mentioned, Q2 came in largely in line with our expectations for legacy ConAgra. I'll walk through the quarter and elements of both the legacy ConAgra and Pinnacle businesses, and share our perspectives on the balance of the year. So let's jump in. Net sales for the second quarter were up 9.7% compared to a year ago, reflecting the inclusion of pinnacle for 31 days. Organic net sales, excluding the effects of the sale of Trenton, were down 1.6%. Organic net sales were impacted by both the hurricanes in Q2 a year ago and some quarter-end shipments that moved into early Q3. For the quarter, adjusted gross profit increased 7.6% to $704 million and adjusted gross margins declined 58 basis points to 29.5%. The addition of Pinnacle's results drove the adjusted gross profit dollar improvement, and I'll walk you through the adjusted gross margin bridge in a moment. In the quarter, total company A&P expense decreased to $69 million or 2.9% of net sales. Although, down from the prior year, our investment was up from 2.3% of net sales in the first quarter due to seasonality. The year-on-year comparison reflects our continued shift from A&P investment to higher ROI retail retailer marketing. Adjusted SG&A for the quarter was down 4.4% compared to the prior year and was 9.1% of net sales. The decrease was primarily driven by lower incentive base compensation in the legacy ConAgra business. This included lower stock based compensation expense due to the lower share price, which was partially offset by the addition of expenses related to the Pinnacle Business. Adjusted operating profit increased 22.3% for the quarter and adjusted operating margin was 17.5%, up 181 basis points versus year ago. Higher than expected gross margin in legacy ConAgra, together with favorable SG&A and AMP spending, contributed to these results. Adjusted diluted EPS was $0.67 for the quarter up 21.8% in the prior year, driven by strong operating profit in the legacy ConAgra business. Slide 34, outlines the drivers of our net sales change versus the same period a year ago. During the quarter, organic net sales growth ex-Trenton, declined 1.6%. Sales related to the two Hurricanes in the second quarter a year ago negatively impacted net sales by an estimated 220 basis points. This impact was partially offset by an increase in price mix before retailer marketing investments of 1.1%. Total ConAgra net sales grew 9.7%, driven by the acquisitions of Pinnacle, Angie's and Sandwich Bros. The sales of the Trenton facility in Canadian Del Monte business partially offset the acquisition benefits. FX negatively impacted net sales by 40 basis points versus the prior year due to the weakening of the Mexican Peso and Canadian dollar. Slide 35, outlines the adjusted gross margin change for the quarter. We continued our strategic increase in retailer and marketing investments in the second quarter, which reduced adjusted gross margin by 40 basis points. Input cost inflation of 2.9% in the second quarter negatively impacted adjusted gross margin another 200 basis points. Transportation and warehousing costs were up 10% in the quarter. We also saw inflation on packaging and certain ingredients with deflation in proteins, fats and oils. We offset most of the inflation in the legacy ConAgra business with favorable price mix and realized productivity improvements, which improved adjusted gross margin 180 basis points for the second quarter. Mix was negatively impacted in the quarter from higher margin Hurricane related food service volumes sold in the prior year second quarter. Pinnacle adjusted gross margin was in line with legacy ConAgra for Q2. Turning to Slide 36. This outlines our net sales performance by reporting segments. The grocery, snacks and food service segments were both negatively impacted in the quarter by the prior year sales resulting from the two Hurricanes. The grocery and snacks organic net sales decline was partially offset by organic net sales growth of 3.8% for the snacks and sweet treats business, driven by retail consumption of 6.4% in the quarter. The food service business was further impacted by the sale of the Trenton facility. Excluding the Hurricane and threaten impacts, food service net sales would have been approximately flat versus the year ago. On refrigerated and frozen, as Shaun discussed, organic net sales were up 0.5%, driven by continued strong performance in frozen of plus 1.8%, partially offset by a decline at refrigerated of 4.8%. Our legacy ConAgra single-serve frozen meal performance continued to be very strong with retail consumption up 11.3% in the quarter. International segment organic net sales were up 3.9% in the quarter, driven by both volume and price mix strength. Pinnacle delivered $259 million in net sales in the second quarter. Moving to Slide 37. You can see that legacy ConAgra adjusted operating profit increased 5.4% and legacy ConAgra adjusted operating margin came in at 16.9% for the second quarter, significantly above both year ago performance and second quarter guidance. Pinnacle adjusted operating margin was 22% as lower than expected gross margin was offset by better than estimated SG&A and A&P reductions. Total ConAgra adjusted operating profit was up 22.3% versus a year ago and adjusted operating margin was 17.5% for the second quarter. Slide 38 outlines the drivers of our 21.8% adjusted EPS improvement for the quarter versus a year ago. We prepared the bridge to first show legacy ConAgra EPS drivers, followed by the Pinnacle adjusted operating profit and then incremental capital costs associated with the acquisition. Starting on the left, legacy ConAgra EPS grow from $0.55 to $0.68 was driven by increased adjusted operating profit along with a lower effective tax rate and lower weighted average shares prior to our equity issuances related to the Pinnacle acquisition. The impact of increased Pinnacle adjusted operating profit offset by higher incremental adjusted interest expense and share dilution from the debt and equity issues to finance the Pinnacle acquisition reduced EPS to $0.67. Even with the dilutive impact of Pinnacle, EPS of $0.67 for the second quarter exceeded the legacy ConAgra guidance of $0.57 to $0.60. Slide 39 summarizes select balance sheet and cash flow information for the quarter. Cash flow from operating activities from continuing operations was $251 million for the six months ended Q2, which was down from a year ago due to higher costs incurred for acquisitions and divestitures and higher working capital driven by the shift and the timing of AR cash collections. CapEx for the six months ended Q2 was $133 million, up slightly versus year ago due to the timing of projects. Net debt at the end of the second quarter was $11.1 billion, representing a net debt leverage ratio of approximately 5 times on the latest 12 months pro forma EBITDA in line with our expectations. At the end of the second quarter, our average debt maturity was approximately nine to 10 years, and our weighted average coupon was approximately 4.7%. At the end of the second quarter, fixed rate debt was approximately 83% of our total debt. There are no prepayment penalties on our variable rate term loans, which totaled $1.3 billion at the end of Q2 giving us flexibility to de-lever. As Sean mentioned, we are pleased with the progress we've made in identifying synergies and we expect to deliver more than the $250 million in total cost synergies we previously disclosed. As a reminder, our synergy estimates are net of additional reinvestments, and we expect this net synergy estimate to benefit the P&L between fiscal year 2019 and fiscal year 2022. We expect to over deliver on our synergy targets without incurring any cash costs to achieve above the estimated $355 million. We estimate that we will deliver approximately $20 million in synergy savings or about 10% of the originally disclosed amount for full year fiscal 2019. As for the sources of upside, we see incremental savings primarily in the areas of SG&A and procurement. We are still working the details but intend to deliver these higher savings as quickly as possible. As Sean mentioned, we anticipate leveraging the synergy upside to deliver strong EPS growth of the estimated fiscal year 2019 EPS phase to get us through the fiscal year '22 EPS target that drove our original EPS accretion guidance for this transaction. We will provide more information supporting a new long term algorithm at our Investor Day on April 10th. And finally, we remain committed to our debt leverage targets, which I will discuss shortly. Slide 41 summarizes our updated fiscal year 2019 outlook for both the legacy ConAgra business and the total company inclusive of the impact of Pinnacle from the closing date of October 26, 2018 through the end of the ConAgra fiscal year, May 26, 2019. In the first column, you'll see that we are reaffirming our legacy ConAgra fiscal year 2019 full year guidance. For this business, which still includes estimates for Wesson for the full year 2019, we expect organic net sales growth to be in the range of 1% to 2%, excluding the impact of the Trenton facility sale. We also expect that legacy ConAgra reported net sales to be about 50 basis points lower than organic due to net divestitures and estimated negative FX. We continue to expect adjusted gross margin for legacy ConAgra to be in the range of 29.7% to 30%. As we've been discussing, this metric is affected by our continued shift of A&P investments to higher ROI retailer marketing investments. It is also affected by an expected input cost inflation rate of 3% to 3.2% of cost of goods sold. We continue to expect legacy ConAgra adjusted operating margin in the range of 15% to 15.3%. For Pinnacle, we estimate net sales will be down mid-single digits for our fiscal year 2019 versus the same period a year ago. This equates to $1.7 billion to $1.75 billion in Pinnacle net sales for the seven month period that Pinnacle will be included in ConAgra Brands from fiscal 2019. This estimate reflects the negative consumption trends in the Pinnacle business along with an estimated $30 million of negative net sales impact from our post-close decision to exit some low ROI price promotions that Sean discussed earlier. We are estimating Pinnacle adjusted gross margins of 27% to 27.3% for the seven months period of performance in fiscal 2019. Pinnacle's input cost inflation is currently trending over 5% with expectations for that to continue through the end of our fiscal year 2019. The Pinnacle gross margin estimate includes the benefit of approximately 100 basis points due to certain accounting reclassifications between cost of goods sold in SG&A that we recorded as we conform Pinnacle's accounting practices with ConAgra's. We are estimating all-in Pinnacle adjusted operating margins of 14.6% to 14.9%. The Pinnacle reporting segment is being impacted by both the intangible asset amortization expense estimated at $17 million for the period and an estimate of $20 million in cost reduction synergies. Also included in those estimates are Pinnacle related expenses that will ultimately be recorded in total ConAgra corporate expense and not the segment for fiscal year 2019. We are also providing additional updated total company guidance today. We are estimate an adjusted effective tax rate of 24% to 25% for fiscal year 2019. We estimate adjusted net interest expense in the range of $390 million to $395 million, and we estimate average diluted shares outstanding of approximately 446 million for full year fiscal 2019. Finally, we are estimating adjusted diluted EPS from continuing operations in the range of $2.03 to $2.08, reflecting the outlook information outlined. As we have consistently communicated, we remain strongly committed to a solid investment grade credit rating and our target leverage ratio is 3.5 times adjusted EBITDA, which we expect to reach by the end of fiscal year 2021. As previously announced, we expect to maintain our quarterly dividend in the current annual rate of $0.85 per share during fiscal year 2019. We suspended our share repurchase program in the fourth quarter of fiscal year 2018. And we will consider repurchasing shares if we are tracking ahead of our leverage targets. Also, we have approximately $720 million remaining on our capital loss carry-forward, which does not expire until the end of fiscal year 2021. On Tuesday, we announced that we signed a definitive agreement to sell the Wesson Oil Brand to Richardson International. We expect the transaction to be closed by the end of the first quarter of calendar year 2019 subject to customary closing conditions. That concludes my remarks. I will now pass it to the operator. Sean, Tom McGough, Darren Serrao and I are ready to take your questions.
Operator:
Thank you. We will now begin the question-and-answer session [Operator Instructions]. Our first question today comes from Andrew Lazar with Barclays. Please go ahead.
Andrew Lazar:
I guess, first off, just I know Sean that Pinnacle had its own gross margin targets before the deal was announced. And it seems to us that maybe some of this could be incremental to the Pinnacle deal synergy target that you had put out there. So a more optimistic scenario could have led maybe closer to 10% of sales as synergies rather than the stated 7%. And I admit that that was before the deal closed. But it certainly sounded to us that you thought maybe initially that some of that Pinnacle margin opportunity could be delivered upon under ConAgra’s ownership. So it certainly doesn’t seem like that’s the case at this point. Is it a matter of just digging in the Pinnacle once the deal closed and finding out some of the things that you mentioned? Or I guess just another way of asking. Is the pinnacle asset just in a completely different place than maybe you thought it was when you agreed to the deal, because I’m still -- I guess I’m seeing some of the -- hearing some of the language that you’re using in describing the asset and the position its currently in. And we’ve all seen the scanner data. But it just -- that seems far more severe right than I think at least I would have expected?
Unidentified Company Representative :
Let me try to tackle that, Andrew, there’s a lot in there. Clearly, we’ve coveted this portfolio for a while, because of the long-term value creation potential it offers. Unfortunately, as you know, there is only so much you can see in the public company diligence, particularly when you buy a competitor. But as you’ve heard in our prepared remarks, we can see it all now. And from the beginning, we took a conservative approach, both to the price we offer and our synergy commitments and now we are glad we did. Because while we are starting from a lower base, we anticipate delivering strong EPS growth off of that new base and actually hitting the 2022 EPS target that drove our original EPS accretion guidance for this transaction. Clearly, the gross margin status within the Pinnacle portfolio right now is not where we expected it to be or wanted it to be, but make no mistake about it. The gross margin potential for business is still there. Gross margin in many ways is a symptom of the health of the brands. And as we laid out earlier today in our prepared remarks, there are really three brands that are driving the vast majority of the weakness here, Birds Eye, Duncan Hines and Wish-Bone. And those are the businesses that we got to get on stack. It's not going to be overnight. We’ve got some work to do. But there is not a doubt in our mind that there is significant opportunity to get those brands back where they need to be. It’s just going to take some work. We’ve got to apply basically the ConAgra playbook we applied to our own portfolio back in 2015. We’ve got to do it to Pinnacle, particularly on those three businesses.
Andrew Lazar:
And could you just briefly remind us the initial accretion target that you speak of going out to 2022, because very back of the envelope math. Maybe you have suggested that possible double-digit EPS CAGR off of that fiscal '19 base would be possible to get you to where you expected to be by 2022 initially. Is that a fair way of looking at it in terms of how we should we interpret the go forward guidance off of this lower 2019 base at this point?
Sean Connolly:
We’ll give you the entire algorithm and the full story around Pinnacle and our total company at Investor Day. But let me break it down, because I think it’s the importance to the folks on the call just in terms of how we think about this 2022 EPS. Before we bought Pinnacle, we had a base plan that excluded major acquisitions and included share buybacks. And that previous base plan was the EPS benchmark we’ve looked deep in the context of the deal. So when evaluating Pinnacle the assumptions we had at the time, we concluded the acquisition would deliver high single-digit EPS accretion relative to that previous base plan. Obviously, that accretion translated to an absolute EPS number in our model. What we’re telling you today is that the starting point is lower due to Pinnacle’s year end business weakness. But given the synergy over delivery we now expect and the business recovery, we expect to get right back to the same place at EPS by 2022. Clearly, the year-on-year EPS growth will now be higher since 2019 is lower, so the CAGR will be higher.
Operator:
The next question comes from David Driscoll with Citi. Please go ahead.
David Driscoll:
John, I wanted just to go back over Pinnacle, I mean, I’ve heard that we can -- you said it. But I wanted to just try to ask question about your 2022 target that we look at differently. North of 5% inflation is a very strong number, you don’t see that number very often in package view companies, typically results in gross margin compression but the target enough price to offset that level of inflation. You've also shown very clearly all these distribution losses. I'm going to boil it down. I think, what I think you're trying to tell us that I need you to course correct me. Is this confidence that you can get to the 2022 numbers really based upon a very significant over delivery on synergies or are there some really big things that need to happen on the Pinnacle business, i. e. sales half that really start to improve, pricing needs to accelerate dramatically? I guess I just want to get this out in the open, because I think people will really worry about if you have to do something heroic to Pinnacle in order to get to that 2022 goal. Thank you.
Sean Connolly:
Let me start there and Dave you can fill in more detail on inflation and things like that, because you want to come back to a threshold point here. The vast majority of Pinnacle's challenges reside within three businesses, and I talked a little earlier around what's driven the challenges there. There is no question in my mind that we will make progress on these three businesses, one of them for example is Birds Eye. Birds Eye is an extraordinary brand. It is number one in the veggie and veggie-based meal space. And good things are still happening within the franchise like the Veggie Meal. But the brand architecture has become too fragmented in this finalized space within vegetables with flat out passed over for being too low margin. And when the consumer is hyper passionate about our space as they are about spiralized, you just can't opt out. You've got to give the consumer what they want and figure the margin challenge out as you go. If you opt out, the competitor will fill the vacuum and that's exactly what happened. The good news is as the number one brand you've always got the opportunity to get back in. And if you look at the Bird's Eye performance in the market over the last few years five years or so it's been nothing short of extraordinary. If you look at Duncan Hine, this is another good news bad news story. Good news is that Duncan Hines has gotten a fair amount of attention over the past two years, and it's been highly responsive. And that makes sense to me, because Duncan Hines is an iconic brand. However, the mental model at Pinnacle was to think of Duncan Hines as a cake mix brand. And accordingly, last year's innovation was named after a portion size it was called perfect size for one, and that cake frame of reference was highly limited. And then when the SKU proliferation occurred to sell optimal execution was really exposed. So the way that we think about this here at ConAgra is we think of Duncan Hines as a sweet treat brand not as a cake mix. We view perfect size for one not as a portion control cake, but as a convenient warm sweet treat. And as the frame of reference being different, the product design would've been different. And frankly, it would've been more appealing. And unfortunately, the competition figured this out and has been stealing share, so we've got work to do. And then the third one that we pointed to was Wish-Bone. Now this is a big category. It's also a great brand. But frankly it has not benefited from enough disruptive innovation. What has been launched hasn't resonated, for example the - yellow line and that will change. And not only will we innovate within Wish-Bone, we will look at leveraging other iconic ConAgra brands as leverage to disrupt the salad dressing category. So we've got a very strong handle on all three of these big businesses and we've got plans that are already being mobilized against. And with respect to the inflation, you point out 5 is a high number. But don't forget in veggies we had a bad crop year this year and bad crop years do happen. And those are transitory issues, so you're not going to have a bad crop, here you have a bad one, you have some good ones. So that too shall pass. We do have other elements in inflation that continue to be pesky like transportation that everybody is struggling with. But the overall point I’m making here is I do not seek any need for heroic action. What I see need for is clarity of thinking and an excellent execution of the very same ConAgra playbook that we have applied to different brands over and over again. Dave?
David Marberger:
Yes. So just to build on that, if you look at the calendar year 2018 chart that Sean showed. The gross margins are 220 basis points below the Pinnacle forecast. Half of that mix was from inflation on freight transportation and also as Sean just mentioned coming out of the fresh pack season with higher vegetable inflation. Another part of that though was given the volumes of clients that Sean discussed in the big 3 Pinnacle attempted to add price promotions in the second half to make up for the volume. These were not efficient programs and result in additional gross margin erosion. So to Sean’s point, the inflation is transitory. We’re on it. And we’re also in the process of eliminating these inefficient trade deals. So we’re confident that we’re going to work through this. But the forecast that we put out through the end of fiscal ’19 reflects the continued inflation on vegetables and us working through the inefficient trade.
Operator:
The next question comes from Ken Goldman with JP Morgan. Please go ahead.
Tom Palmer:
One thing I wanted to understand a little bit better is I understand the virtue less cycle that you've talked about. But I don’t quite understand why Pinnacle’s performance worsened so suddenly. And I imagine it’s largely because of the disappointed customers you talked about with shelf reset, so there’s that. And then I guess adjacent to that, I understand you can’t do all of your due-diligence that you want to do on a competitor. But it still feels I think to some people I’ve talked to this morning and I'll admit to me too like the due-diligence could have been better, right? And I wanted to ask you about that, because why weren’t the conversations being held with customers to see that this was going to come? So this feels like a really big surprise to most of us, something that maybe could have been a little bit avoided but maybe not. I just wanted to get your thought on that.
Sean Connolly:
I appreciate that Ken. I will tell you that our passion for this business did not lead us to overlook anything at all as already mentioned, there’s only so much you can’t see in public due diligence. There were, Pinnacle it's not a brand, it’s a diverse company of brands. And so there were obviously businesses that were up and businesses that were down, we were back that in the middle diligence, Wish-Bone as an example with the business, one of the businesses that was beginning to show challenges. But as you can see in your own charts, a lot of what we’re talking about here has really accelerated very dramatically in the second half of this calendar year. So that’s pretty late in the equation. It’s disappointing I’m not going to tell you that we are not disappointed with the State of the Union. But by the same token, I would tell you we are very confident that we know exactly what to do here, not an overnight trip. This is going to be fundamentals and hard work as we’ve done before. But these are very good brands. I just pointed out we’ve got a concentration here on three businesses. The big one is Birds Eye. Birds Eye was the latest one to emerge, to your question, in terms of it's really showing its weakness. And it was for the reasons that I just described and a more active competitor there. So these are not structural issues we’re talking about here. These are real business performance issues but there are executional issues, and they’re ones that we will be on top of as we go forward. And we’re going to share with you what exactly those plans look like and what the cadence is about getting these businesses right where they need to be when we do our Investor Day in April.
Operator:
The next question comes from Steve Strycula with UBS. Please go ahead.
Steve Strycula:
So two questions, the first would be for you I guess Sean or Dave. On the revenue, slight miss in the second quarter for the base ConAgra business. It sounds like it was a calendar shift. Can you walk us through that a little bit more, maybe like what caught you off guard? What business gets better sequential? And then I’ve got a follow up. Thanks.
Sean Connolly:
Yes, glad to be brought this up. Let me talk net sales, because I know you all see the ramp in net sales in the second half and therefore it'd be on your mind. I wanted you to just be very clear of where we stand on this. Overall, we are very pleased with our top line strength. I think you can see from our presentations, and I’m talking legacy CAG here. I think you could see from our presentations, we have been very successful innovating and modernizing our brands. And because of the Pinnacle acquisition, we have done something out of ordinary for us, which is provide quarterly guidance for past two quarters, which is something we prefer not to do given typical shipment volatility around quarter close. We saw a bit of that this quarter as some of our shipments fell after ThanksGiving and into December. So you’re really talking about a small shift here really between ThanksGiving and Christmas. And as I mentioned earlier that is not a typical, and it can add some unpredictability to how our revenue was recognized in the quarter. But most importantly, our consumption patterns have continued to build, which is the real story we want to stress, and that will translate to a very strong second half. And the way to think about that ramp is that our first half innovation is now hitting its stride fully out there in the marketing programs they're on and our second half slate, which includes the snacking initiatives I just showed, is very strong and it's also very good mix. And on top of that, the pricing that we have taken is now in the marketplace and being realized, particularly in the second half; so all of that conspires to result in continued momentum on our top line, which we feel very good about for the balance of the year, and the reiteration of our standalone legacy ConAgra guidance.
Steve Strycula:
And then I’m sure you addressed this at Investor Day. But can you walk us through preliminary, like how frequent are the shelves reset in some of these core problematic Pinnacle categories, my understand is maybe twice a year. Clearly, the March window seems like that’s probably going to be a miss in terms of refreshing innovation pipeline. But can you speak to from a calendar perspective whether new product can be in place by September, or is this really a much deeper turn in the base business. Thanks.
Sean Connolly:
Well, a couple of points here. One is as you might imagine when we really got a handle on that what’s going to happen in some of these TPDs, because of the weakness of the Pinnacle innovation, we have sprung into action to stop further proliferation of similar types of SKUs. But we’ve also sprung in action in terms of rebuilding a new innovation pipeline with the Pinnacle team and the ConAgra team working arm and arm to do that, but that’s going to take some time. It’s not going to be all at the exact same window, so it won’t all be the beginning of the second half of 2020. Whatever we can get into the marketplace faster, we will get in. And by the way, on TPDs and shelf set, different categories have different numbers of modes that are reset during the year and they happen at different times. But just a couple of words on TPDs, because I think it is top of mind for everybody. Big picture, the key to strong distribution for any given brand are, A, superior innovation and B, the category leading velocities that follow. So if you think about legacy CAG, we have industry leading velocities and key businesses like frozen single serve meals. But we’re actually under skewed today, which is why we continue to grow TPDs and we see further upside from here. Pinnacle, obviously has had their innovation challenges at the same time and better innovation from competition and that's translated to TPD losses. We will fix that. Another point I want to make on TPDs that you need to keep in mind as you look at TPD, because I think it can be a helpful metric but it also can be misleading, which is the case right now for example on our largest legacy ConAgra business Marie Callender. Let me tell you what's going on with Marie, because Marie is in a very good place right now. Recall, we did a full restage on Marie Callender this year. We reformulated all the products for higher quality, they are higher margin. We eliminated low value SKUs. We've redesigned and modernized the packaging. We launched comfort bowls and we're also optimizing our trade promotions. So overall what we are seeing is that the brand is healthier with growing base sales, higher margins and less trade promotion. TPDs though are actually down by design and that's because we work with retailers to get more facings on our top movers. So if you look at Q2 as an example on Marie Callender, we saw a velocity improvement of 7% in Q2 over last year and we will take that trade all day long, because it results in a stronger P&L top and bottom line. But you can't see that dynamic when you look at TPD. So as you talk to us even off the call and you’re trying to understand this, let's look at TPD but let's -- we'll try to give you the full story in terms of what we're doing strategically to drive overall better real estate. Because in other words what I'm telling you is TPDs can be a blunt instrument. They only tell you how many items scan, skews scan at a store. They don't tell you how much real estate a brand actually occupies.
Operator:
The next question comes from Jason English with Goldman Sachs. Please go ahead.
Jason English:
I want to come back like many people to really make sure I understand what's happening in Pinnacle. We saw the first half of the year delivered right through and you reported that. And I know you mentioned that the profit contribution from Pinnacle's blow your expectations this quarter. But it looks like it's flowed through around 22% EBIT margin, which isn't that bad. It's just a shade of what we were expecting. So I look at those data points and I contemplate what you're saying about profitability on the forward. And it sounds like the vast majority of the drop is what's happening now and what's going to be happening over the next few quarters, not necessarily what's happened already to reported results. Is that fair? And related to that, for me to bridge to your EBIT guidance and there’s a lot of guess work here to recalendarize the base. I have to cut profit by almost 30% year-on-year for the back half of the year, which seems very, very jarring. Can you help walk me to what's going to drive that such a substantial downtick on the forward, especially when I contemplate what you're saying about point out inefficiency point out inefficient promotions and some other things that sound like they may actually help you?
Sean Connolly:
First, I’m going to take the big picture, Jason, just to come back to the Pinnacle business. And I think I've talked about this in quite a bit of detail today. But the way this virtuous cycle, as I described it manifests itself, is when your innovation is subpar, it does not show out of the gates. It shows up eventually. And it's clearly -- the side effects of it are showing up in the back half of this calendar year frankly very recently. And it is manifesting itself in increased significant distribution cuts on the three businesses as I talked about. As you can imagine, once you’re cut and you’ve got half way to get back in, but it's not going to be with the exact same items that have just been discontinued. You basically got to rebuild the innovation pipe and get it back in when the products are ready and when the window is open. And hence the amount of time it’s going to take to get this thing back. But if you look at whether or not that is executional or structural, it's clearly executional in nature. These brands are still number one in their categories, Birds Eye's example by a country mile. So we've got work to do but we’ll get it back in. In terms of the near-term flows, Dave?
David Marberger:
So, Jason I understand the confusion right, because it's a stop here, because we closed October and there is a lot here. So let me try to break it down for you little bit if you look at our quarter that is basically the month of November for Pinnacle. And you’re right it shows a higher operating margin relative to what we forecast. November is probably the highest single margin month for Pinnacle, because their margins are higher in the second half of their year than the first half. So, we’re basically capturing one month where gross margins are in the 29. But if we look at that month relative to the prior year month, which you don’t see, it's down about 200 basis points. So the first point is and it's reflected on that calendar year 2018 chart. The gross margin versus prior year trending down to 220 basis points is directionally. The second piece is that and we did say it and in our comments is that we have made some decisions to pull low ROI programs, which had an impact on sales of about $30 million. So that is also in our forecast, because you're pulling volume out and you have short-term impact of doing that. But we have long-term benefits when you’re trade rate improves. When you get into the second half of ConAgra, that’s really the first half of what Pinnacle would be in their calendar year. That’s always been a lower absolute gross margin, right. So a little bit of this is we’re cutting off of our May fiscal year and you’re seeing a forecast of gross margin that only picks up the first half of Pinnacle. Having said that, that forecast reflects coming out of the recent tax season for vegetables inflation on vegetables. So, now that’s layering into the forecast as well plus the additional transportation inflation that will continue. So I know it’s complicated but there is a lot of dynamics and because we cut off in May, it’s doesn’t allow you to show the full calendar 2019 Pinnacle, because it’s our fiscal year. So hopefully that gives you -- sheds a little light on the gross margin dynamics.
Jason English:
And for me to get my model down there I also need to take out -- one way to get there is to take out a good chunk of the product, the base Pinnacle productivity. Is that reasonable? In other words, is it possible that some of productivity initiatives that they would have had that could have helped gross margin have been put on hold or been disrupted through this transition phase and as you look to resolve some of the other issues?
Sean Connolly:
No, we’re staying full theme ahead on the productivity efforts that are underway, both for Pinnacle’s business and for ConAgra’s business. What we’ll happen though, Jason, is we will -- now that we’ve got hold of the company, our supply chain team is all over Pinnacle assets to see if there is additional value that we can add. We talked about our synergies today that’s already a work here, things like applying our CPS program, ConAgra Performance System to the Pinnacle manufacturing assets and supply chain overall. So all of that work is underway and Dave will give you a full update on that as part of our Investor Day, Dave Marberger -- Dave Biegger when we're bigger when we're together in April.
Operator:
The next question comes from Rob Dickerson with Deutsche Bank. Please go ahead.
Rob Dickerson:
So quick question on the fiscal '22 guidance just to be clear, so I'd say the guidance held so high single digit accretive relative to the base before that would have included some buy backs. Obviously, you have talked a lot about Pinnacle today what potentially has change now relative to diligence process and pretty close. But then you're saying the guidance is held, synergies are higher and we expect to get the margin profile back to where it was, because of the playbook that's obviously been implemented across a number of different businesses historically and worked well. So that's the case. The excitement is there and the confidence is there. And we understand the problems and we know how to address it, and we have high confidence in how we're going to fix it and get it back to where it was despite there's a lower starting point. At the end game on the base -- and relative to your original expectations, would probably still be similar plus you have the synergies. So I guess the question is why wouldn't those expectations then be a little bit higher or are you just playing it safe, because obviously we're in ‘19 and we're talking ‘22 so a time in between that maybe you need a little bit more investment, maybe you don’t. But just walk me through why it would be the same and not higher given the synergies are higher and you think you can get back to the original Pinnacle margin profile? Thanks.
Sean Connolly:
From an EPS standpoint, Rob, we can get back there in large part because we've now gotten under the hood and we see more synergies and we've modeled a certain cadence very preliminary of business recovery year. As you might imagine, between now on our Investor Day, that's the work that we're going to be scrubbing, that's the work that we're going to be building out for the next few years. So as we think about this for the long haul, there is no question in our own mind that there's significant opportunity here. In fact the scale and the combination of these two companies make as much strategic sense as ever. But we've got some hard work to do short term and so that's what we got to deal with. It's a good reminder to me of the importance of focus. Our company has been laser like focused on getting our brands right for the last few years. Here's a portfolio that is clearly suffering right now and needs focus, and we're bring that focus. And how high is up over in the fullness of time, we'll talk more about that later. But we know we've got to do here and we are on the case. Dave, do you want to add some?
David Marberger:
Just to add on to that. The synergies we say in the upside, these are the cost synergies right. So the 215 were cost synergies. We did not build any revenue synergies into our model. Now obviously the business is down relative to what we had modeled, so we have to do all the things we discussed to bring that business back. But when you talk about upside going out long-term, we believe that there could be a side on revenue synergies. That's not in the updated cost synergy number that we will have.
Rob Dickerson:
And then secondly and particularly just on divestments, I know it's been a topic that's come up for a couple of years since you've had the tax asset. There was announcement this week on Wesson. There is no financial disclosure on that. So any additional color we can receive on Wesson will be helpful. And then outside of that, now that you have Pinnacle in and you’ve looked under the hood. Is the expectation still that while we might try to leverage that tax asset on the legacy ConAgra piece and all of the Pinnacle piece, there could be some areas we will potentially look to divest or rationalize SKUs? That’s it, thanks.
Sean Connolly:
Let me start off there, Rob, and turn it over to Dave for more color on Wesson. As we said many times, we do view our capital loss carry forward as an asset and we are open to divestitures that help us strengthen the company and enhance value. And as you point out, the Western news this week is illustrative of that. But it's not our strategy use the tax asset just for the sake of using it. The aim is to perpetually reshape the portfolio for stronger growth and better margins, while maintaining our investment grade credit rating and that has not changed. With respect to Pinnacle assets, the goal here is to perpetual reshape this portfolio to be stronger. So, it's great to have a tax asset but if it's strategic to divest another piece of business that is a chronic drag that doesn’t have the benefit of the tax asset that’s still possibility. I mean, we’re open to anything open the lay that maximizes value for our shareholders, so that will always to be part of our consideration set. And Dave, on Wesson?
David Marberger:
So on Wesson, we have an agreement to sell the Wesson business for $180 million in cash. As I mentioned, we expect to close by the end of the first quarter of calendar year 2019. So assuming we close at the end of our third quarter for fiscal 2019, the sale would impact our sales about 50 basis points and EPS $0.01 to $0.02 for this fiscal year. On an annual basis, the sale would impact net sales about 200 basis points or about $0.05 EPS on an annual basis. And just again on the capital loss carry forward, there will be very little leakage on this divestiture in terms of the tax paid. So if we didn’t have that asset, for example, the $180 million would really be given the net proceeds we’ll have would be equivalent to a transaction or about $220 million. So that just shows you the value we have of that capital loss carry forward and eliminating the leakage.
Operator:
The next question comes from David Palmer with RBC Capital Markets. Please go ahead.
David Palmer:
Just wanted to dig into Birds Eye little bit, because that was clearly a leader among those so called leadership brands. How much of that Birds Eye loss destruction is a result of shelf loss at one major retailer that happen to introduce retailers branded SKUs and if that’s a fairly local big reason why we’re seeing the loss shelf and pain here. Have we seen the biggest impact from that in the consumption data or might the year-over-year in the data look even worse from now?
Sean Connolly:
That is a piece of it, Rob. I think another significant piece that I already talk -- big piece of this whole spiralized space has been a very, very big opportunity and a competitor has really taken that business at major customers. With respect to private label in frozen overtime, here’s how I think about that. As we’ve said before, private label make sense in highly commoditized subcategories but it really has never made sense for work historically in finished meals, side dishes, enhancers, appetizers and things like that. Every few years that I've been around the frozen space, you will have a retailer give it a go but it has never taken hold and it probably will happen again from time to time. It's happening a little bit now in vegetables, but the outcome is unlikely to be any different in these more -- these less commoditized subcategories. Ultimately, when customers see that their store brand advocacy is resulting in declining category sale, there is the there will be the exact same reversal we've seen before. So that's the dynamic that I've seen over and over again, and it plays out the same way almost every single time.
David Palmer:
I mean just to be clear. Have they had that - have we seen the maximum impact from that in the data? And do you see the resultant impact or reversal in your velocities such that this is going to prove to be a one year divot, because your velocities are so strong there's almost pretty good odds that you're going to get back some of that shelf a year from then?
Sean Connolly:
Well, it's customer by customer, David. So if there's a customer right now that is taking a stronger advocacy position on a private label, you easily could have other customers that are going in the opposite direction. So this is a never ending dynamic that we deal with in all of our categories and vegetables is a newer one also managed. You all know within Birds Eye, it's a vast franchise from more commoditized looking vegetables to side dishes all the way through complete meals. So you've got different dynamics in each of those and they will continue to evolve over time with pluses and negatives across the customer base and within any given customer across the mix of those sub-segments.
Operator:
The next question comes from Robert Moskow with Credit Suisse. Please go ahead.
Robert Moskow:
Sean, most of the problems that you've brought up for Pinnacle are product and innovation related. You talked about how it is -- Birds Eye had extended too far and missed some segments of the market. And then you also talked about perfect size for one. But a lot of those issues are very visible on shelf I guess, if you were looking for them. I mean I can't see them, or I haven't seen them. Had anyone from your team noticed these issues this year or over the past couple of years, because it's truly product issues I guess it would have been more visible. And do you think it was just like this year's problem or a multi-year problem over at Pinnacle?
Sean Connolly:
Well, this is obviously a very recent problem. As I pointed out today, Pinnacle previously had delivered strong and sustained performance through pretty good execution on these leadership brands. And these innovations that we talked about today did garner good trial. So if you look at Duncan Hines perfect size for one as an example, the sales in the trial window were very strong. So when you look at something like that the early read on it is a positive, but you don't ultimately know what the stickiness of an innovation is going to be until you start to work your way through several repeat cycles. And frankly in the case of Duncan Hines that's exactly the thing that started manifesting itself this year along with a convergence of new competitive products coming into the marketplace that really solve for some of the gaps in the initial innovation. So that really speaks to the Duncan Hines story. With the Birds Eye story, as I pointed out, the real hot piece of the category has been this spiralized space where that is a space where out of the gate there is a new very novel innovation, the margin profile on that for anybody who got into the game would be lower. And one of the key competitors was okay with that and went in and built the beachhead while Birds Eye did not. That was a mistake and it allows competitor to gain some significant market share and continue to build on that momentum. All of that is reversible but that’s the thing that as you can in the data is really emerged as we've gone through the course of this summer.
Robert Moskow:
And then just a quick question for Dave. Just so I’m clear on how this accretion guidance works and what base we're talking about. First of all, is there any accretion guidance for fiscal 2020 specifically, or we don’t know that yet. Because it sounds like the plans really don’t go into place until fiscal 2021?
David Marberger :
So, we’re going -- any commentary for fiscal 2020, we’re going hold off until the April 10th Investor Day. We don’t want to give piece of this thing. We want to give the complete picture with the synergies with our plans. And so we’re going to through all of that and get into our algorithm and cadence at Investor Day.
Operator:
The next question comes from Bryan Spillane with Bank of America Merrill Lynch. Please go ahead.
Bryan Spillane:
Just two really quick ones for me. One, one of the questions we’ve been getting a lot this morning is just like is a there a question about whether there is a significant need to step up investment behind Pinnacle, so was it underfunded. So, I guess my first question is just simply as you kind of think about that plan between now and 2022, net of synergies. Does it also contemplate a step up in investment behind Pinnacle’s Brands?
Sean Connolly:
I don’t, right now, envision that Bryan. Again, we spend a lot of time talking to the street around the concepts of total marketing spend, which include dollars above net sales and below net sales. In my estimation, there is plenty of investment in these branded assets you cannot see all of it in AMP that AMP line, as you can see, looks fairly lien. But there is a significant amount of spend above the line. A lot of that is different from the way we spend at ConAgra trade above the line, which is really in high quality retailer oriented marketing programs. There is a lot of promotional behavior here. And as we pointed out, one of the first things we did when we close the deal is we killed a lot of deep discount highly inefficient promotion deals. Since you reminded me greatly of some of the bad habits we had to break at ConAgra when I first got here, it was Pinnacle chasing volume over value. So, there is inefficiency baked into the existing spending base. We’ve got to extract that inefficiency. We’ve got redeployed it against high quality brand building product improvements, packaging improvements, brand architecture improvements, all the stuff that we talked about. And so I am very confident in our ability to do this, because we have built, over the last four years what I think is industry leading analytics, insights and innovation capability. And we’re incredibly flexible and agile organization reflects to the work. So it is abundantly clear now where we’ve got to flex to. We’ve already begun that as you can imagine and now we’ve got played out.
Bryan Spillane:
And Dave just quick one on the credit ratings. So is part of -- I imagine part of the discussions with the rating agencies initially in terms of your rating was giving a path towards getting the deleveraging down to the 3.5 target. So I guess as where starting point is lower than you originally thought, is the path important? Meaning, is there a certain level of EBITDA that you're going to have to deliver in fiscal '20 in order to maintain that investment grade? Or is there a risk that that might slip if you don't deliver a certain amount even in fiscal ‘20.
David Marberger :
So as Sean and I both commented, we’re strongly committed to the solid investment grade. We're at 5 times levered at the end of the second quarter, which is where we expect it to be. So with EBITDA off a little bit, we've also come out and have a lower debt. So we've maintained that ratio. Based on our updated estimates of EBITDA and the debt pay down, we have a clear path towards the 3.5 times leverage through the end of '21. But we also have other levers to generate cash for debt pay down. For example, working capital improvement on Pinnacle is a big opportunity, and then just general contingencies we build into our CapEx budget. So we feel comfortable that we have the clear path and flexibility to manage to the target.
Operator:
The last question today comes from Akshay Jagdale with Jefferies. Please go ahead.
Akshay Jagdale:
Thanks for squeezing me. My question is related to structural versus transitory issue. That the industry and ConAgra is facing in the context of the fact that markets value and the entire industry and ConAgra has structurally flawed. So I'd like to ask two questions, one related to the Pinnacle business and one related to the base business in that context right. So you're probably aware of our view, which is that execution is really the big winner for the large CPGs rather than really brand equity erosion. So with Pinnacle, I mean there's a long history here of really good innovation and really good brand building, a very long history and it's been best-in-class, right. And so it seems like the markets are a little bit confused, because your commentary was pretty harsh on the near-term performance. So maybe you can give us an example of the innovation not hitting the mark and how that's execution versus structural. So that's on the legacy -- on the Pinnacle business? And then on your base business, which you lost in all the Pinnacle focus. Aren’t you actually seeing the execution getting better, right? You've executed better. Pricing is ahead of investments on retailer initiatives. Aren't we actually now seeing the fact that if you execute on a portfolio strategy, the brand is actually in good shape. So help me on that if you can. Thanks.
Sean Connolly:
Akshay, I don't think there should be any confusion here. We fully agree with your statement that when you have iconic legacy brands, they're not entitled to performance they are capable of performance. And they're capable of performance depending upon whether or not the enterprise can innovate them in ways that drive good profitability and do a fantastic job delighting the consumer. When you look at what we've done with our ConAgra Brands over the last four years, we have taken brands that were once iconic that many folks had written off, like a banquet or a healthy choice. We've dramatically modernized them. We’ve dramatically modernize. We’ve improve the margins. We’ve raised the price points to levels no one felt was possible. And the brands are growing at audacious clips now, some of the north of 20%. And so, that’s a good example of exactly what you’re saying. Pinnacle, as I’ve mentioned in the prepared remarks, has had equal kinds of success in the past. But just because you’re successful in any given window, doesn’t mean that that brand is entitled for that success to carry on forever. Each year brand folks brand companies like ours bring new innovations in the marketplace or have the opportunity to, or they can pass and they can let their brands atrophy. They can also innovate superior innovations or they could innovate subpar innovations. And so clearly the prove is always in the pudding. I would say, my commentary was not harsh but the results in the marketplace were harsh. And that is what we’ve got to correct with the exactly the same as you’re talking about, which is a return to superior execution on the three key leadership brands that we talked about today. It means not missing big consumer opportunities like spiralized with Birds Eye. It equally means making sure the execution is really buttoned up to communicate the benefit that is being delivered to the consumer. So for example, Duncan Hines, Mug Treats being positioned as sweet treat not as portion size cake. These may sound like nuance but they are very important to repeat purchase and the size of the market you create to household penetration, and that’s exactly what we’ve got to go do.
Akshay Jagdale:
So, just one follow up related to Pinnacle. So, the issues we’ve seen in the marketplace given the impending transaction and the back and forth that went about. Can we -- given the previously five years of really solid execution. How much of it is just execution related to that driven by distractions, right? Is it a good chunk of what’s happening and that’s what gives you confidence that it can be reversed?
Sean Connolly:
Well, I’ll leave the prognostication as to what the root cause is up to you guys. What I’m going to stay focused is putting all of our energy and getting these brands right where they are. What I’m telling you is what we’re seeing is entirely executional in nature and not structural in nature. And given that, we’re going to put all our energy in getting these businesses where they need to be as fast as generally possible.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney:
Great, thank you. So as a reminder, this call has been recorded and will be archived on the web as detailed in our press release. Investor Relations is available for any follow up discussions. Thank you for your interest in ConAgra Brands.
Operator:
This conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.
Executives:
Brian Kearney - Director, IR Sean Connolly - President and CEO David Marberger - EVP and CFO
Analysts:
Andrew Lazar - Barclays Bryan Spillane - Bank of America Merrill Lynch Rob Dickerson - Deutsche Bank David Palmer - RBC Capital Markets Steve Strycula - UBS Alexia Howard - Sanford C. Bernstein & Co., LLC. David Driscoll - Citigroup Tom Palmer - JPMorgan Akshay Jagdale - Jefferies Farha Aslam - Stephens Inc.
Operator:
Good day and welcome to the ConAgra Brands' First Quarter Fiscal Year 2019 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney, Senior Director of Investor Relations. Please go ahead.
Brian Kearney:
Good morning, everyone. Thanks for joining us. I will remind you that we will be making some forward-looking statements. While we are making these statements in good faith, we do not have any guarantee about the results that we will achieve. Descriptions of risk factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures during the call today. References to adjusted items refer to measures that exclude items impacting comparability. Please see the earnings press release for additional information on our comparability items. The reconciliation of those adjusted measures to most directly comparable GAAP measures can be found in either the earnings press release or in the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. Now, I'll turn it over to Sean.
Sean Connolly:
Thanks Brian. Good morning everyone and thank you for joining our first quarter fiscal 2019 earnings conference call. Fiscal 2019 is off to a good start with performance in the first quarter largely in line with our expectations. We sustained our solid topline performance delivering net sales growth in each of the four operating segments behind strong underlying fundamentals. And our operating margin came in slightly above our expectations, despite a continued challenging inflationary environment. We continued to optimize our marketing investments to deliver a stronger ROI. Once again, this included shifting some low ROI investments from A&P marketing to above the line retailer investments. This shift enabled us to drive brand saliency, enhance distribution, and consumer trial in store. Given our solid start to the year, we are reaffirming our fiscal 2019 guidance for the standalone ConAgra Brands business. And as we announced earlier this month, subject to the completion of all conditions, our acquisition of Pinnacle Foods is expected to close by the end of October, ahead of our original schedule. As you can see on slide five, our focus on brand building and innovation is paying off as we continue to bend the trend on the topline. Excluding sales from the Trenton, Missouri production facility, which we sold at the beginning of fiscal 2019, organic net sales increased 1.2% with all four operating segments delivering year-over-year growth in the quarter. Volume was essentially flat with growth in our Refrigerated & Frozen, Grocery & Snacks and International segments, offset by expected volume declines in our Foodservice segment as we continue to implement our value over volume actions. Overall, as demonstrated by our results, our deliberate actions to drive topline growth have delivered consistent steady improvement. And we're particularly pleased with our momentum, given our performance versus the competition. We are outperforming the industry in the categories in which we compete and we continue to gain share, more signs that our iconic brands are resonating with consumers and that our innovation is working. As you can see on slide seven, our fundamentals remain strong. The growth in total sales is based on the strength of our brands, not on the back of deep discounts or promotions. Our base velocities remain strong and base dollar sales continue to grow, reflecting the higher quality portfolio that we have built over the last few years. The improved portfolio has earned increased distribution reflected in the improved total points of distribution or TPDs on the right side of the page. As we continue to earn more TPDs, we expect to be able to build up upon our momentum and fuel continued topline growth. Now turning to Slide 8, as we've discussed in the past, we remain focused on supporting our brands with robust programs, including increased focus on high-quality retailer investments. By partnering with retail customers, we're able to better drive brand saliency, distribution and consumer trial versus continuing to invest in the tail of our A&P programs that historically carried a lower ROI. We will continue to evaluate the best marketing approach for each of our brands and products, and remain nimble in terms of where and how we're putting our marketing dollars to work. We're focused on investing to engage the consumer with our brands, whether through traditional TV and print ads, distribution investments, merchandising, sampling, digital marketing or customer loyalty programs. The objective is to drive both physical and mental availability and enhance brand affinity. What this does not mean is a return to deep price discounting and the scanner data is demonstrating that we're serious. Slide nine provides more context on our approach. We make marketing investments based on their ability to increase physical and mental availability because our product need to be "easy to find" and "quick to mind." I'll touch first on physical availability. Ensuring our products are easy to find requires that we have great products and packaging design. But it's more than that. As I mentioned earlier, we need our products placed where the consumers are and timed to be available when they want to buy them. We need to be in-store and online across channels and across stores and this takes investment. We also need our product to be quick to mind because it's not just about showing up. More importantly, it's about getting noticed. Clearly, we are doing a better job at that today than we had done historically. What's behind that is a wholesale overhaul of how we drive mental availability. In the old days, it was done exclusively through A&P spend, and almost all of that was in the form of traditional TV and print advertising. These days, the majority of our A&P marketing is in the form of highly efficient digital and social marketing. Further, we now have the analytical capability to be able to identify those A&P investments that are not working. When we find them, we eliminate those programs and redeploy the investments with retailers. These enhanced partnerships with retailers are helping our brands get noticed and be appreciated for the relevant innovative benefits they bring consumers. And for those of you trained to believe that above the line marketing spend is deep discounting, think again. Slide 10 clearly outlines that our average unit price change has been positive every quarter for more than two years. In addition, the percentage of products sold on promotion has decreased in all but one quarter over that same time period. We'll stay true to our value over volume strategy and focus on making disciplined investments in building brand equity, not low quality promotions. Turning to our Refrigerated & Frozen segment on slide 11, as you know, this has been a key area of focus for us in terms of improving our top line trend, given the strong underlying category fundamentals and our untapped brand potential. We continue to drive organic net sales growth in the quarter, reflected in the quarterly sales chart on the left side of the page. Now, some of you may see the chart on the left, and think growth is slowing. But take a look at the chart on the right. On a two-year basis, growth has been accelerating. We are now showing growth on top of growth. As you can see on slide 12, within the segment, the momentum in our Frozen business continues to accelerate. Consumption growth remains very strong, and we're seeing this growth in the current quarter and taking a look at the right-hand side of the page, on a two-year basis. And the good news is that we believe we still have a lot of room to grow in Frozen. As our distribution performance continues to improve, we expect dollar sales growth to continue to follow suit. Going forward, we're confident in our ability to further grow TPDs because of the exciting new innovation hitting the shelves during fiscal 2019. This fiscal year's innovation slate is broader than fiscal 2018's, as we are expanding Frozen into new day parts, with an eye on modern wellness, and new cuisine offerings. And we're also introducing new handheld options. This slide includes some of our new innovations from Healthy Choice, Marie Callender's, Banquet, P.F. Chang's, and Odom's Tennessee Pride. These are delicious meals with on-trend flavors and modern attributes and consumers are responding positively. The result of our efforts in Frozen could not be more clear. Our single-serve meals are the fastest growing, both in terms of retail sales and total points of distribution. While we're pleased with the progress in our Frozen portfolio, we're not resting on what we've accomplished to date. We continue to see years of runway in Frozen and expect the space to benefit from the long-term demographic tailwinds we spoke about at CAGNY. ConAgra is in a tremendous position to capitalize on this opportunity, especially with the pending acquisition of Pinnacle Foods and their strong portfolio of Frozen brands. Turning to our Grocery & Snacks segment on slide 15, while it's still early days in our efforts to renovate brands in this segment and provide the appropriate support behind them, we are pleased to have returned to positive organic net sales growth on a year-over-year basis in the last two quarters led by the Snacks business. Recall that we combine Q2 and Q3 on this chart to remove some of the impact of last year's hurricanes. The impact of the hurricanes is important to keep in mind as we lap those quarters this fiscal year. Most of the discussion regarding this segment will be focused on the Snacks and Sweet Treats businesses, where we see tremendous opportunity. However, I would like to touch briefly on an example from our Grocery portfolio because it demonstrates how we can stabilize iconic brands and renovate them to be fully competitive. As those of you who are more familiar with our company know, some brands in our portfolio are what we describe as reliable contributors. These are not brands that we expect to deliver outsized growth. But they are also not brands that we ignore or allow to atrophy. In fact, it's quite the opposite. We surgically invest in these brands to ensure they will continue to generate stable, consistent cash flow to help drive growth. One example of a reliable contributor is Chef Boyardee highlighted on slide 16. This summer, we launched Chef Boyardee Throwback recipes, reminiscent of those dishes; Chef Hector Boyardee actually cooked up back in the day, made with high-quality simple ingredients. This is a premium product at a premium price and its margin accretive to the base Chef Boyardee offering. As you can see from the numbers here, when we innovate iconic brands, we are able to drive not just velocities but also brand saliency. And as a nod to the nostalgic chef jingle from yesteryear, we very efficiently created a music video to promote Chef Boyardee throwback. This fun video is a mashup of the new and the old. It features Lil Yachty, a popular rapper, singer and songwriter with Donny Osmond. Amazingly, this song reached number three on Spotify's Most Viral Playlist, and there's been a tremendous amount of user-generated content through Instagram and Snapchat. I encourage you all to find the music video on YouTube, but I'll warn you, that it may be stuck in your head for a while. This kind of high-efficiency renovation is key to keeping these brands reliably contributing. We will continue to bring modern attributes into our legacy iconic brands and use modern activation to market these brands with a purpose. Now turning to slide 17, as a reminder, we have a nearly $2 billion Snacks and Sweet treats business, and we see tremendous opportunity to grow it. Our portfolio in Snacks is large, but focused. And as we have shifted our efforts to manage these brands, the way Snack businesses are meant to be run, with a greater focus on speed, agility, and innovation, we've started to see the impact of our efforts. The snacking universe is performing well overall and our categories are growing. On top of that, we are gaining share. As you can see on slide 18, our dollar sales growth has been significantly outpacing that of the categories over the last year. Consumption trends in Snacks and Sweet Treats are also positive as shown on slide 19. Again, our two-year CAGR shows just how much we've delivered in recent years. Our two-year growth in Snacks and Sweet Treats continues to accelerate. And a great news is that we're just getting started. At the upcoming National Association of Convenience Stores Show, also known as NACS in Las Vegas, we will debut our new approach to Snacks and Sweet Treats to retailers. We look forward to sharing more information on new item innovations, our modern, relevant portfolio, and our approach to merchandising and brand support. We encourage you to attend the conference and stop by our booth to see our new approach first hand. Slide 21 illustrates a few of the things we're doing within Snacks, starting with innovation and price-pack architecture. We are ramping up our core innovation capabilities as we recognize the need to be faster and introduce new varieties across our portfolio. We're also focusing on optimizing our price-pack architecture with multiple product configurations. This is particularly important, not only in C-stores where we already have a strong position, but also in other outlets like drug and dollar. We are also taking a more innovative approach to shelving and displays. This means getting off the shelf where some of our traditional grocery products play and creating new points of interruption in-store in secondary and tertiary displays. These innovative display vehicles are intended to help keep our brands top-of-mind with consumers, drive impulse purchases, and accelerate our sales growth. And finally, we're taking a new approach to channel penetration. Historically, we focused primarily on the traditional channels, grocery, C-Store, supercenter, club, and dollar. As a Snacks business, we recognize the importance of having a ubiquitous presence, which means selling across the continuum, including QSR, on-premise, and e-commerce. The concept I discussed earlier, investing to drive both physical availability and mental availability is critical in this business. Snacks are available everywhere and always within reach. That's why it's important for our brands to be in every channel in which consumers expect to see snacks. It's also important for us to stay top-of-mind, the mental level ability, I mentioned. Some of our investments in new channel penetration, such as in coffee shops, won't necessarily drive meaningful volume, but those investments are extremely meaningful in terms of getting in front of our consumers and positioning the brand. We've made progress on this front with several of our key snack brands. You'll see brands such as Angie's BOOMCHICKAPOP at coffee shops, Duke's on airplanes, and DAVID Seeds at ballparks across the country. In addition, we're continuing to focus on the e-commerce channel, which has also led to over 40% growth in ConAgra's e-commerce sales for the last quarter. So to wrap-up, we will continue to rollout innovation to drive topline momentum, we'll continue to focus relentlessly on margin drivers to fuel growth, and we will remain disciplined in our strategic investments to drive brand saliency, distribution, and consumer trial. During the second quarter, our year-over-year comparisons, particularly in the Grocery & Snacks and Foodservice segments will be challenged by the impact of last year's hurricanes, which drove a 200 basis point increase in net sales growth in that period. However, this is just a timing issue in Q2 and Q3. And again, we are reaffirming our full year fiscal 2019 guidance. Despite the comparison headwind, we're confident that our fundamentals remains strong and that we will continue to build upon the momentum we've developed through our innovation and brand-building efforts. Beyond that, we are well-positioned to accelerate the next wave of change with the addition of Pinnacle Foods. We look forward to executing our proven approach to innovation and brand building to enhance their portfolio of leading brands. With that, I'll hand it over to Dave to share more on the financial details of the quarter.
David Marberger:
Thank you, Sean and good morning everyone. Slide 26 outlines our performance for the quarter. As Sean mentioned, the quarter came in largely in line with our expectations. Net sales for the first quarter were up 1.7% compared to a year ago and organic net sales excluding the impact of the sale of our Trenton, Missouri facility grew 1.2% as all reporting segments delivered growth. For the quarter, adjusted gross profit decreased 0.6% to $524 million, and adjusted gross margin declined 65 basis points to 28.6%. In the quarter, A&P expense decreased to $43 million or 2.3% of net sales. As we continued to shift low ROI A&P investments to higher ROI retailer investments that drive brand saliency, enhance distribution, and consumer trial in store. As planned, adjusted SG&A for the quarter was up 9.7% compared to the prior year and was 11.7% of net sales. The increase was primarily driven by higher stock-based compensation expense, due to a higher share price at the end of the first quarter versus the first quarter a year ago. Planned investments in IT projects and a reduction in income from providing transition services on divestitures. Adjusted operating profit declined 3.5% for the quarter and adjusted operating margin was 14.6%, which was slightly above our guidance range. Adjusted diluted EPS was $0.47 for the quarter, up 2.2% from the prior year quarter and in line with our guidance. Slide 27 outlines the drivers of our net sales change versus the same period a year ago. During the quarter, organic net sales growth ex-Trenton was 1.2%, driven by a 1.2% increase in price/mix. You will see on the page that the increase in price/mix was 2.1% before the increase in retailer investment, which reduced price/mix by approximately 90 basis points. Our total net sales were 1.7%, which translates to approximately $5 million in net sales below the bottom end of our first quarter net sales guidance range. This can be explained by a larger shift from A&P to above-the-line retailer investment than we planned for in the quarter. Slide 28 outlines the puts and takes impacting our adjusted gross margin change for the quarter. As you can see in this chart, if we remove the impact of the shift in marketing from A&P to retailer investment, our adjusted gross margin would have been flat in the quarter versus a year ago. While inflation is at a slightly lower level than last year, it still approximates 2.5% for the quarter. Our supply chain and integrated margin management teams have done an excellent job pulling on all margin levers to help offset this inflation. Turning to slide 29, I will outline our performance by segment. I have just a few comments on this page. First, in the quarter, all four of our operating segments delivered organic net sales growth ex-Trenton. Second, both the International and Foodservice segments had strong quarters and are really seeing the benefits of their value over volume actions, most of which are largely behind them. And third, the International segment delivered a great quarter in the face of currency headwinds, primarily in the Mexican peso. Slide 30 outlines the drivers of our adjusted EPS improvement versus a year ago. Adjusted gross profit was neutral to EPS in the quarter. Adjusted gross profit excluding the shift in marketing from A&P to retailer investment improved $0.02. The impact of increased retailer investment reduced EPS $0.03. When combining the increase in retailer investment with the decrease in A&P investment, total marketing increased, reducing our EPS by $0.01 in the quarter. The increase in adjusted SG&A expense, which excludes A&P, decreased EPS by $0.03. The net impact of lower non-service pension and post-retirement income due to our derisking strategy, along with lower equity earnings and higher interest expense reduced EPS by $0.05. We continued to see the year-over-year benefit from tax reform, which added $0.05 to EPS. The first quarter adjusted tax rate of 25.5% was slightly higher than our Q1 estimate due to changes in some state tax rate estimates, which negatively impacted our first quarter EPS estimate by $0.01. Despite the higher Q1 tax rate, we are reaffirming our full year tax rate estimate. Finally, while we did not repurchase any shares in the quarter, last year's repurchases caused our share count to be lower this quarter, which drove a $0.03 improvement in EPS. Slide 31 summarizes select balance sheet and cash flow information for the quarter. Net cash flow from operating activities for continuing operations was $95 million for the quarter, down from $142 million in last year's Q1, primarily driven by the timing of tax payments and costs related to the Pinnacle acquisition. We had capital expenditures of $86 million compared with $43 million in the prior year period, due to the timing of planned business and infrastructure investments versus first quarter a year ago. In the quarter, we paid dividends of $83 million. We ended the quarter with $3.8 billion in total debt, and approximately $75 million of cash flow on hand. On slide 32, we reaffirmed our standalone fiscal 2019 outlook, which does not include any impact from the pending acquisition of Pinnacle and includes the expected results for the Wesson oil's business as we continued to assess alternatives for this business. We expect net sales growth to be in the range of 0.5% to 1.5%. Excluding the impact of the Trenton facility sale, we expect organic net sales growth to be in the range of 1% to 2%. We expect adjusted gross margin in the range of 29.7% to 30%. As we've been discussing, this metric is affected by our continued shifts of tail A&P investments to retailer investment. It is also affected by our expected inflation rate of 3% to 3.2%. We are experiencing inflation in packaging, transportation, and other commodities and some deflation in proteins and edible oils. Our estimate of packaging inflation includes some expected impact from tariffs. We expect adjusted operating margin in the range of 15% to 15.3% and we expect pension and post-retirement nonservice income of approximately $40 million for fiscal year 2019. We expect an effective tax rate in the range of 23% to 24%. Due to the timing of the Pinnacle announcement, we are providing guidance for the second quarter of fiscal year 2019, just like we did for the first quarter. While we typically don't provide good quarterly guidance, given the normal business dynamics that can shift the timing of sales or expenses between months, we believe it is helpful to provide some guidance for the second quarter as our net sales and margins will be impacted from lapping Hurricanes Irma and Harvey that hit last year. Consistent with our original fiscal 2019 plan, we expect organic net sales growth ex-Trenton to be flat to slightly down for the second quarter. Last year's second quarter saw a net sales benefit of approximately $45 million driven by last year's hurricanes that is not expected to repeat in this year's second quarter. We expect the reported net sales growth rate to be approximately 40 basis points lower than the organic net sales growth rate excluding Trenton. To be clear, this number does not include Pinnacle, and only includes deals that have already closed. We do expect the Pinnacle acquisition to close by the end of October, which would result in approximately one month of Pinnacle's results to be included in our fiscal 2019 second quarter results. We expect to disclose Pinnacle's results as a separate reporting segment starting in our second quarter earnings release. We expect Q2 adjusted operating margin in the range of 14.4% to 14.7%. Recall that in last year's second quarter, the incremental sales related to the hurricanes in the Foodservice segment were sold at accretive margins, and the segment is expected to post a more normal profit margin in Q2 of fiscal year 2019. Finally, we expect adjusted EPS in the range of $0.57 to $0.60. Since we expect to close the Pinnacle transaction by the end of October, I'd like to remind you of our post transaction capital allocation policy. First, we remain committed to a solid investment-grade credit rating. And our target leverage ratio is 3.5 times. We expect to maintain our $0.85 per share annualized dividend for fiscal year 2019 and are targeting modest dividend increases as we prioritize deleveraging. In the fourth quarter of fiscal year 2018, we suspended our share repurchase program as we evaluated the Pinnacle deal and we will only repurchase shares if we are tracking ahead of our leverage targets. Also, we have approximately $720 million remaining on our capital loss carryforward, which does not expire until the end of fiscal year 2021, allowing us to divest assets in a tax-efficient manner to support deleveraging as appropriate. That concludes my remarks. I will now pass it to the operator as Sean, Tom McGough, and I are ready to take your questions.
Operator:
We will now begin the question-and-answer session. [Operator Instructions] Our first question today will come from Andrew Lazar of Barclays. Please go ahead.
Andrew Lazar:
Good morning everybody.
Sean Connolly:
Hey Andrew. Good morning.
Andrew Lazar:
I think on the -- if I'm not mistaken on the fiscal 4Q call, I think you had said that fiscal 1Q organic topline growth should be roughly in line or with the level seen in 4Q, which was about 2%. And I know fiscal 1Q came in a bit below that. So, I was trying to get a sense of what you see has had changed maybe during the course of the quarter? Has it unfolded? And as part of that, volume specifically in the Grocery and Frozen segment was up a bit, despite some of the distribution gains that you've talked about in Frozen. So, again, I'm trying to get a sense of why that was perhaps not greater, especially, since the scanner and Frozen would have suggested it would be? Thank you.
Sean Connolly:
All right, Andrew, it's Sean. Here's how I think about our sales in Q1. We guided to 2% to 2.5% growth and we delivered a 1.7% growth. The three tenths of a point missed versus the bottom end of our range equates to about $5 million, which can be fully accounted for by the higher than planned, above-the-line marketing spend. So, that puts us squarely at the bottom of the sales guidance range we gave for Q1. So, then the question becomes, why didn't we land the quarter higher in the range? And the simple answer to that, it's shipment timing, which is one of the reasons why we don't typically like to provide sales guidance quarterly. A good example in Q1 was on our largest brand, Marie Callender's, where we experienced a shipment slowdown near the quarter end as customers - retailers were resetting the shelf in advance of the new Marie innovation slate. Remember, Marie Callender is getting a full makeover this year. It was not the recipient of that last year. Last year, our focus was on Banquet and on Healthy Choice. So, when you [couther][ph] up and you look at the big picture, we reaffirmed full year guidance, we delivered excellent consumption trends, we gained market share and we are performing organically at the level of our 2020 growth targets in 2018. So, altogether, I'd describe it as we are performing largely in line with our expectations and very strong versus our peer set.
Andrew Lazar:
Thank you.
Operator:
Our next question will come from Bryan Spillane of Bank of America. Please go ahead.
Bryan Spillane:
Hey good morning everyone.
Sean Connolly:
Hey Bryan.
Bryan Spillane:
I guess the question is, we kind of think about the full year and the implied sort of improvement in margins that we'd expect in the back half of the year. I guess, Dave, could you just walk us through how much of that becomes the inflation as maybe more skewed to the first half or more savings coming through? Just trying to get an understanding of how we bridge just sort of margin improvement sequentially in the back half of the year given sort of what we've seen -- the dynamics we've seen in the first half?
David Marberger:
Yes, Bryan, I'll take that. Our first quarter operating margins came in at 14.6%, driven by higher SG&A and the continued shift in the retailer investment. So, we've laid that out. Q1 just for -- is our lowest net sales dollar quarter, so margins are a bit lower than the other quarters. For Q2, we guided to operating margins that are similar to Q1, 14.4% to 14.7%. There will be higher net sales dollars in Q2. But we'll have a higher level of marketing investment in the second quarter on the A&P line relative to the first quarter, but SG&A will be lower in the second quarter as well. So, that's a really big investment quarter, which really sets up the innovation that's going to come through in the second half and the marketing investment to support that. So, in the second half, we'll benefit from that sales growth. And the margin accretive nature of those sales, plus it's just higher sales dollars, we'll get a little bit leverage on the gross margin line. And then SG&A as a percentage of sales will be lower as well. We'll get leverage on SG&A as well. So, that's kind of gets you to the low to mid 15% operating margin second half to get to our full year guidance of 15% to 15.3%. That's roughly how it plays out sort of second quarter and then second half.
Bryan Spillane:
Okay. Thank you.
Operator:
Our next question will come from Rob Dickerson of Deutsche Bank. Please go ahead.
Rob Dickerson:
Great. Thank you very much. Just a question on Pinnacle. It's great that hopefully that will close by the end of October. I'm just curious, Sean, you've done a lot of work on Pinnacle so far. As you think you know forward once that deal closes, can you just give some color as kind of how you potentially plan to attack it come October 24, right? Is there may be a need to shift a bit more into trade relative to A&P at Pinnacle. Are there brands you may already have your eyes on, I'd assume where there could be upfront push like you did at ConAgra relative to other brands? Any -- just kind of opportunity kind of take -- layout upfront thought process as to how you will attack it from day one? Thanks.
Sean Connolly:
Yes, sure, couple of points on Pinnacle. First of all, we are incredibly excited about the ConAgra-Pinnacle combination. Not only are there meaningful cost synergies but we are energized about what we believe we can do with the brands, particularly, in Frozen. That said, I do want investors to keep in mind that we are still operating at this point as separate public companies, and to some degree, competitors. That means we operate at arm's length, even though we are in intensive integration planning mode. Now, the fact that we will be closing by the end of October is a real positive. And to your point, Rob, what we will do is go deep on each and every brand and begin applying our ConAgra playbook as appropriate. But you know again, we're not in there yet. As soon as we get this thing closed, you can imagine there will be a groundswell of activity, and we will -- we would be wrapping our minds around exactly what the action plan is. Additionally, we'll begin the important prep work that is required for us to do a quality job at an Investor Day next calendar year.
Rob Dickerson:
Okay. And then just quickly on Wesson. I know that you put in the release; I don't believe you put it in previously, kind of post the prior potential transaction. Can you just give a couple of comments as to why you felt the need to highlight it again? Thanks.
David Marberger:
Yes, Rob, we're continuing to set the alternatives for the business. In our -- on our balance sheet, we have Wesson as an asset held for sale, which we did when we put it up for sale originally, we've continued to do that. Once we're continuing to look for alternatives there and we're going through that process. Just one clarification because this did come up as a question as it relates to -- we disclosed that our $575 million acquisition proceed rate, either from equity offering or divestitures, and there was some question is, if we would not divest Wesson, would those -- would that have to be a higher equity rates or divestiture proceed need? And the answer is no. So, if we sell Wesson in the future, those proceeds will be used to pay down debt. It doesn't affect what we put out there for the equity raise or the divestiture proceeds.
Operator:
Our next question will come from David Palmer of RBC. Please go ahead.
David Palmer:
Thanks and good morning [technical difficulty]
Operator:
Pardon me ladies and gentlemen, I'll move on to the next question and we'll ask Mr. Palmer to reenter the queue. Our next question will come from Steve Strycula of UBS. Please go ahead.
Steve Strycula:
Hi good morning. Sean, quick question for you on the retailer investments. I realized there's been a little bit of an evolution here in terms of the A&P and above the trade line consideration. But can you walk us through what is kind of evolved in your partnership with the retailers since you held your Analyst Day back at -- I think it was two Octobers ago now? And what strategically kind of fed the narrative that you put up a few helpful slides today about just kind of walk us through the timeline? I think that'd be helpful.
Sean Connolly:
Yes, I think strategically, the objective has never changed, which is if we spend $1 in marketing, we want it to work hard for us. And what has changed is the efficacy of different marketing tools over the years. So, not surprisingly with the advent of Netflix and DVRs and things like that, things are traditional TV advertising and print ads have diminished materially in terms of their effectiveness. And that means that if you're going to spend on A&P, you're going to spend A&P very differently. And my comments today point it to that in terms of our significant shift toward the world of digital, which is how you really build brand affinity today below the line. The other thing that has shifted fairly materially over the last five years is the progressiveness of marketing and partnership with customers. As I've mentioned many times before, in the old days, above-the-line marketing spend was really one of two things. It was investment in couponing, which was a price discount or it was investment in trade discounting, which is the classic example of ConAgra, of course, was 10 units for $10. Customers are much more sophisticated today. They saw, you know to four, five years ago as you all saw, diminished lifts with younger consumers in those kind of deep discount merchandising events. And at the same time, they also recognize that they're sitting on a gold mine of data. Data around how consumers purchase, which consumer purchase which things, and we they began to partner much more progressively with manufacturers to unlock the power of that data and target consumers with relevant content at the point of purchase. So, there's been an ongoing -- two years ago when we did Investor Day and even beyond that, there's has been a compounding curve in terms of a progressiveness of retailer marketing and the desire they have to really leverage the database they have and partner with manufacturers to do a better job manufacturing. So, it really becomes a very simple calculus. Identifying those spends below the line that are no longer working as effectively as they did historically and then recognizing that there is real progressiveness happening in terms of retailer partnering above the line. The end of the day, retailers like manufacturers are hungry to grow and if they believe they can partner with us to drive that growth, both in-store and just in general supporting the innovation agenda we're driving, that's a win for them. And it's clearly working for them and for us, and we're going to continue to stay nimble in making these kinds of investments as we move through the balance of this year and then beyond.
Operator:
Our next question will come from Alexia Howard of Bernstein. Please go ahead.
Alexia Howard:
Good morning everyone.
Sean Connolly:
Hi Alexia. Good morning.
Alexia Howard:
Hi. So, I just wanted to ask about the closure of the Trenton plant and why that's being excluded from organic sales growth guidance or the sales growth results? Is that because you weren't able to migrate sales from that plant elsewhere? Is there something -- I mean, you've closed plant lines before, other companies have closed lines and not called that out. I'm just curious about what's unique about that situation? Thank you.
David Marberger:
Alexia, yes, that's -- the plant we sold, there's sales that we're selling with that, right? So, it's just -- it's like a divestiture. So, the sales are no longer in our base. So, we just treated it. We're excluding it when we look at organic.
Operator:
Our next question will come from David Driscoll of Citi.
David Driscoll:
Great. Thank you and good morning everyone. I just wanted to follow up on this trade move and spending. So, gross and operating margins are down, Sean. The trade spend does reduce net price realization as you showed on slide 27. So, I just wonder if you could just provide some thoughts, is this a case of a win and a loss? You get the distribution on the new products, it's very additive to those brands, but not enough pricing is being realized to hold your margins. How do you think about that?
Sean Connolly:
Well, we've been getting pricing into the marketplace, David, ahead of our categories pretty consistently over the last several years and will continue to do it. We do it in a multitude of ways, differently than yesteryear, when it would strictly be a list price increase and now there a lot of ways we get pricing in from innovation to downsizing, many different ways. So, that's going to continue to be part of our playbook. We will push on all of our margin levers. We'll get pricing in, in a multitude of different ways and it'll play out over time. There'll be some volatility quarter-to-quarter, but margin expansion and pricing remains core to what we do, which is just going to vary depending on what we've got going on in the marketplace.
David Marberger:
Yes, just to add to that. So, part of that too if you look on our bridge, we have the productivity but then we have operational offset. So, in the quarter, there were investments we made, business investments we made in improving customer service that hit cost of goods sold for the quarter. So, investments, you know to ensure that we're meeting on-time delivery requirements and transportation, package design, those terms of investments are in cost of goods sold and they hit against how we classify it on the bridge with price/mix. So, the benefits are in there, but there's also investments that net against that. So, it's a combination of a few different things that hit that part of the bridge.
Operator:
Our next question will come from Robert Moskow of Credit Suisse. Please go ahead.
Unidentified Analyst:
Yes, hi good morning guys. This is Jake [Indiscernible] on for Rob. Just a quick question regarding inventory. Given all the new product launches and the new points of distribution, should we expect retailers to increase inventory of your products in fiscal 2019 following of fiscal 2018, where they reduced inventory? Thank you.
Sean Connolly:
I don't think so, Jake. I mean, we, in general, expect to ship to consumption. There will be some volatility quarter-to-quarter depending upon when new item innovation will shift, depending upon how holidays shape up, but in general, they're not a lot of inventory out there right now. The days on hand that retailers keep these days versus 10, 20 years ago is significantly smaller. But I wouldn't expect any kind of meaningful change this year versus what we -- versus in terms of bouncing back from last year.
Operator:
Our next question will come from Ken Goldman of JPMorgan. Please go ahead.
Tom Palmer:
Hey, it's Tom Palmer on for Ken. Thanks for the question.
Sean Connolly:
Hey Tom.
Tom Palmer:
I wanted to ask about the second quarter guidance. First off, does guidance include any benefit from this year's hurricanes? And secondarily, is the second quarter guidance consistent with the cadence you contemplated at the start of the year when you issued full year guidance?
David Marberger:
Yes, so let me take that. So, as of now, we're seeing no sales impact in the second quarter related to Hurricane Florence. We laid out the impact in the prior year of $45 million in net sales benefit in the prior year from Irma and Harvey, but seeing no benefit so far related to Hurricane Florence there. Yes, the cadence in terms of the Q2 guidance is -- and I mentioned in my comments, it's planned. So, this is how we had planned the year. We knew the benefit we had from the hurricanes in the prior years. So, when we planned it, we knew that from a sales perspective, we'd be ramping on that and that's non-recurring. So, our guidance is consistent with our plans and our guidance also reflects, as I said earlier, our increase in A&P investment in the second quarter with a reduction is the SG&A percentage in the second quarter.
Operator:
Our next question will come from Akshay Jagdale of Jefferies. Please go ahead.
Akshay Jagdale:
Thanks. Thanks for taking the question. I just wanted to get your perspective, so the market is looking at some of these results, including yours where we're seeing a slowdown in sales growth, even implied for the next quarter while margins are compressing, right? And it seems like they're projecting for that to continue. And I'm not obviously of that view and obviously your guidance is pointing to those trends changing. But can you just give us some examples of -- the measured channel data, I guess, is the best thing to look at in terms of the optimism you have for the turnaround in the back half, but is there anything else that you can point to that gives you confidence that what's happening this quarter and next quarter in terms of a deceleration is just temporary? Thanks.
Sean Connolly:
Yes, Akshay, this is where I think we really got to put this sales bit in perspective. As Dave just said, Q2 -- our Q2 outlook is really no different from what we expected all along. We obviously have full visibility to the impact of the hurricane last year. And that's what you're seeing. So, you're not seeing a fundamental deceleration of performance whatsoever, you're seeing a reversal of a major hurricane benefit in the year ago. And Q1, as I just pointed out with Andrew's question at the beginning, we landed at 1.7%, which was modestly below the low end of our range, and I provide some color why. But as you could see the fundamental strength of our takeaway and our market shares are strong. Then when you take into account that we are debuting things like our new Snack business in October at NACS and that's forthcoming as well as the other innovation that's continuing to flow into the marketplace as we speak, Marie Callender, for example, our biggest brand, which is really seeing the full makeover this year. We have a very robust innovation slate continuing to flow into the marketplace now and as we go into Q2 and we already have momentum. We're not starting in a trough. We're not declining today. We grew in all four operating segments. So, you really need to look no further than that and recognize that what we're dealing with in Q2 is a lot of noise. We -- last year, recall we looked at a combined Q2 and Q3 to try to eliminate some of that volatility and provide kind of better perspective on the underlying fundamentals. But the bottom-line here is our underlying fundamentals for ConAgra Brands on sales has been strong and remains strong.
Operator:
Our next question will come from Farha Aslam of Stephens Inc. Please go ahead.
Farha Aslam:
Hi good morning.
Sean Connolly:
Good morning.
Farha Aslam:
Question on a below-the-line item, your equity income in Ardent Mills was down year-over-year. Could you just provide us some color on the quarter? And then what we should look for, for the year from that business?
David Marberger:
Yes, so Ardent Mills is a growing milling company that continues to improve its operations and its efficiency. But given the nature of their business, volatility in the markets can create volatility in their quarter-to-quarter results. So, if you look at Q1 a year ago, they had significant profit growth due to favorable marketing conditions. And this quarter, they weren't the same marketing conditions. So, our profit for the quarter was down $14 million or about $0.03 per share. If you'd go and compare it to two years ago first quarter, you'd actually see our Ardent Mill's profit was up $3 million. So, that just demonstrates the volatility of a milling business quarter-to-quarter different than our core branded business. We don't give specific guidance for Ardent for the year. Right now our expectations are that Ardent for the year will be relatively flat. But given the volatility I just explained, you know that can jump around. So we don't give specific guidance on Ardent.
Sean Connolly:
Yes, and just if I can build on that. I commented on the beginning of this Q&A session around some of the reasons why we didn't land Q1 higher in our guidance range on sales. Similarly, on EPS, really I would point to two things
Operator:
Our next question will come from David Palmer of RBC. Please go ahead.
David Palmer:
Thanks. Good morning. Just to follow-up on David's question. I think you've heard the investor concerns lately that pricing power is not there the way it was and that sector margins are going to continue to go down out there, and I'm sure that some are going to see the ConAgra shift in your guidance or at least some of the extra detail on your guidance as the retailer-level spending is up, back-weighted guidance, this is circumstantial evidence that not just that ConAgra has its own timing of its programs and initiatives, but that this -- that the pricing power is not there the way it was and particularly with key retailers and it's going to be tighter for delivering the year. So, if -- any comments you can provide on the environment would be helpful and sort of untangling the read-through for the environment versus ConAgra-specific stuff? Thanks.
Sean Connolly:
Sure, David. It does create a bit of messiness when we toggle below-the-line marketing to spend to above in terms of getting a read on gross margins. We are obviously aware of that, and we've had several analysts and several investors say to us, obviously, that puts more of a burden on the operating margin line relative to the gross margin line. Because at the end, as we pointed out, we are getting positive price/mix, but we are spending marketing dollars more effectively and it just happens to be above the line, which means that the gross margin has noise in it which directs more attention to the operating margin line, which I should point out did come in strongly versus our guidance in Q1. So, we're going to continue to retain the ability to toggle some of that A&P spend above the line because it's effective and its driving brand affinity and that's ultimately what's going to create value for shareholders over the long-term. But it does provide noise and it does act as a counter to other pricing that we are legitimately working hard to get into the marketplace. We're just -- we've got the burden of communication of making sure we're fully transparent on this and continuing to emphasize the importance of operating margin, given this below-the-line to above-the-line marketing dynamic.
Operator:
Ladies and gentlemen, this will conclude our question-and-answer session. At this time, I would like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney:
Thank you. As a reminder, this conference has been recorded and will be archived on the web as detailed in our press release. Investor Relations is available for any follow-up discussions. Thank you for your interest in ConAgra Brands.
Operator:
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.
Executives:
Brian Kearney - Director, Investor Relations Sean Connolly - President and Chief Executive Officer Dave Marberger - Executive Vice President and Chief Financial Officer Tom McGough – President, Operating Segments
Analysts:
Ken Goldman - JPMorgan David Palmer - RBC Capital Markets Steve Strycula - UBS Jonathan Feeney - Consumer Edge Chris Growe - Stifel Robert Moskow - Credit Suisse Alexia Howard - Bernstein Rob Dickerson - Deutsche Bank Cornell Burnette - Citigroup Lubi Kutua - Jefferies Pamela Kaufman - Morgan Stanley Priya Ohri-Gupta - Barclays
Operator:
Good morning, ladies and gentlemen and welcome to the ConAgra Brands’ Acquisition of Pinnacle Foods and Fiscal Year 2018 Earnings Conference Call. [Operator Instructions] Please note that this event is being recorded. I would now like to turn the conference over to Brian Kearney, Director of Investor Relations. Please go ahead, sir.
Brian Kearney:
Good morning, everyone. Thanks for adjusting your schedules and joining us today. This morning, we will be discussing both our agreement to acquire Pinnacle Foods and our fourth quarter results. I remind you that we will be making some forward-looking statements about ConAgra Brands, the proposed acquisition of Pinnacle Foods and the expected benefits of the proposed acquisition. While we are making those statements in good faith, we do not have any guarantee about the results that we will achieve. Descriptions of risk factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures during the call today. References to adjusted items refer to measures that exclude items impacting comparability. Please see the earnings press release for additional information on our comparability items. The reconciliations of those adjusted measures to the most directly comparable GAAP measures can be found in either the earnings press release or in the earnings slides, both of which can be found in the Investor Relations section of our website, conagrabrands.com. Now, I will turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone and thank you again for accommodating the date change and joining our conference call today to discuss our agreement to acquire Pinnacle Foods and our fiscal 2018 fourth quarter and full year earnings. We have got a lot to cover obviously. So, let’s go ahead and get started. Over the past 3 years, we have made significant progress against our plan to transform ConAgra into a pure-play branded food company and establish a solid platform for future growth. We have built industry leading innovation capabilities, completely overhauled our culture and unlocked significant shareholder value. The impact of these efforts is evident in the tremendous Q4 that we announced today, having delivered 2% organic net sales growth and approximately 16% adjusted operating profit growth. Clearly, our hard work is paying off with improved and more consistent performance. All of these actions have positioned us to take the next step in our evolution. Today’s announcement of our agreement to acquire Pinnacle Foods builds on the strong foundation we have established and serves as a catalyst to accelerate value creation for shareholders. It will enhance our scale by combining two growing portfolios of iconic brands and create a leader in frozen foods, while also expanding our presence in snacks. We are bringing together two highly complementary companies, with a strong combined balance sheet, positioning us to capture compelling financial benefits, including attractive synergies. Importantly, with a strong leadership team and proven capabilities driving brand building and innovation, we are confident in our ability to successfully integrate this acquisition and to build continued momentum and deliver meaningful shareholder value. Now, before I get into more detail about why we are so excited about this acquisition, I do want to take a step back for a moment and talk about where we are in terms of executing our plan and how we positioned ConAgra to make this transaction a success. 3 years ago this month, I hosted my first call as CEO of ConAgra. And during that call, I outlined my view that there was tremendous opportunity at the company, but that in order to unlock it, we needed to move quickly and take bold actions on a number of fronts and we did just that. We exited private brands as well as non-core businesses like Spicetec and JM Swank and we successfully executed the Lamb Weston spin. With these changes and many others, we transformed ConAgra into a new pure-play branded food company. At our inaugural Investor Day in 2016, we described the cadence of our work for our new company in a 5-year plan. Initially, our focus was to reset the top line by breaking ConAgra of its volume at any cost approach and to focus on our cost structure. Recognizing that cost-cutting wasn’t enough, we outlined a plan to bend the top line trend by building an innovation pipeline supported by new marketing programs and adding on-trend brands through modernizing acquisitions like Blake’s, Frontera, Thanasi Foods, Angie’s BOOMCHICKAPOP and Sandwich Bros. with a focus on driving profitable growth. Looking ahead to fiscal ‘19 and ‘20, we are focused on accelerating our growth and maintaining the strong momentum that has continued to build over the last 3 years. Meanwhile, margin expansion has become and will remain a way of life at ConAgra over the long-term. As we close fiscal 2018, we are delivering on the commitments we outlined at our Investor Day in 2016. We have made significant progress toward our goals of increasing margins, improving our top line and building a winning company. Now, moving to Slide 9, you can see that by aggressively attacking costs to right-size our SG&A and driving realized productivity, we have been able to achieve strong margin improvement. Adjusted gross margin increased by 380 basis points since fiscal 2015 and adjusted operating margin increased by 460 basis points over the same 3-year period. But we knew we had to grow. So, we strengthened our foundation by pruning low-value SKUs, updating our innovation capabilities to modernize our iconic brands and investing behind on-trend brands consumers are demanding. We are also keenly focused on our differentiated capabilities in our value-over-volume strategy. Collectively, these efforts have enabled us to successfully bend the trend on the top line and we continue to gain traction. This was our primary focus during fiscal 2018 and we are pleased with our momentum as underlying sales trends continue to strengthen and the quality of our revenue base continues to improve as reflected in increasing and higher quality total points of distribution. Base velocities also remain strong and base dollar sales continue to grow. It’s been hard work, but we have built a much healthier business and one that is less promotional with a greater percentage of volume coming from loyal households at a higher margin. By investing in renovation and innovation, we have improved the quality of our portfolio and positioned the business for sustainable growth. Our aggressive efforts to modernize iconic brands and add new on-trend brands have been critical to driving results. Slide 12 shows a snapshot of our successful innovation efforts in fiscal 2018 with several more on the way in fiscal 2019 and we are just getting started. And finally in order to build a truly winning company overall, we had to look inward at our culture and the way we operate. This resulted in a complete overhaul that has touched every area of the business. We right-sized the organizations and now have fewer layers and broader spans of control, resulting in a lean company with a focus on self-service. And across the board, we have made an effort to encourage a collaborative work environment, making ConAgra a better place to work and fostering a results oriented culture of innovation and productivity. All of this has translated into very strong returns for our shareholders. Since the Board prepared to move in a new direction in August of 2014, total shareholder return is nearly 104%, almost doubling the return of the S&P 500. So, that’s the backdrop to today’s exciting announcement. The bottom line here is that in the past 3 years, we have done heavy lifting in order to build a strong platform for future growth while also generating tremendous shareholder value. Importantly, it has positioned us to acquire Pinnacle Foods and accelerate our ability to generate value. By acquiring Pinnacle, we are combining two portfolios with industry-leading growth to create an $11 billion company with iconic brands in frozen, snacking, refrigerated and grocery categories. The new company will be a leader in frozen foods and will have enhanced scale overall to better partner with customers. In addition to our complementary portfolios, ConAgra and Pinnacle have similar results oriented cultures. We believe Pinnacle will be an excellent cultural and operational fit. When coupled with our proven track record of executing strategic transactions, we will be able to implement a smooth integration process. In addition to the strategic and cultural benefits, we expect attractive financial returns with an IRR above our WACC and EPS accretion in the first full fiscal year following close. Dave will take you through the details, but let me point out a few highlights of the transaction. Pinnacle’s shareholders will receive an implied value of $68 per share in a cash and stock transaction valued at approximately $10.9 billion. This transaction price represents a 15.8x adjusted EBITDA multiple before synergies based on Pinnacle’s estimated fiscal year 2018 results and 12.1x adjusted EBITDA, including run-rate cost synergies. We expect the transaction to be accretive to EPS in fiscal ‘20 with that accretion increasing as strong cost synergies phase in. As we have said many times before, we remain committed to a solid investment grade credit rating with a focus on de-leveraging over the next few years. We expect the transaction to close by the end of calendar 2018, subject to Pinnacle’s shareholder approval, regulatory approvals and other customary closing conditions. Now, for those of you who may not be familiar with Pinnacle, the company’s full year 2017 net sales were $3.1 billion, the majority of which came from its frozen and grocery segments. Pinnacle’s portfolio of frozen, refrigerated and shelf-stable products includes iconic brands such as Birds Eye, Duncan Hines, Earth Balance and Udi’s, just to name a few. Like ConAgra, Pinnacle has been a leader in innovation and has delivered solid top line results over time. Following the completion of the transaction, the new ConAgra Brands portfolio will be comprised of iconic brands with leading positions in strong categories. This will include $2 billion brands, Birds Eye and Marie Callender’s. As you see on Slide 19, this transaction will bring together two of the fastest growing portfolios in the industry based on domestic retail scanner data. For our most recent fiscal quarter, ConAgra Brands had the second highest year-over-year growth rate in the industry and Pinnacle was fourth. We believe that we have a tremendous opportunity to continue strong consumption trends with the expanded brand portfolio and broader in-store reach of the combined company. Slide 20 demonstrates how the acquisition will improve our overall scale as well as our position in frozen foods. In the scanner data, combined fiscal 2018 total retail sales were over $12 billion, making the company a top 5 industry player. Together, the combined company will be the #2 player in frozen foods with $4.9 billion in sales. As you know, I have been saying for years that there is significant opportunity in frozen. It’s a large space with long-term tailwinds. This transaction positions us to continue to build on our success and deliver even more great products for consumers. On Slide 21, you can see the complementary nature of our portfolios within our existing domains. Together, we will have a diverse, inherently hedged portfolio of leading iconic brands. We expect that the combined company will create new opportunities to partner with our customers. While I already touched on frozen, this transaction also enhances our portfolio of brands across other attractive domains, including snacks and sweet treats. As we have discussed before, this domain is an extremely compelling and exciting opportunity. You have already heard me speak about our efforts around culture at ConAgra, so I quickly want to highlight that we believe the cultures at ConAgra and Pinnacle are highly complementary and that our organizations are a natural fit. Much like ConAgra, Pinnacle shares our focus on innovation and on maintaining a lean and efficient operating structure and close ties with customers. This like-minded approach will be critical as we combine the two companies. So in summary, the strategic rationale is clear. We are acquiring a portfolio of complementary, leading brands that strengthens our scale, enhances our position in the attractive frozen space and provides more opportunities for innovation. From a financial fit standpoint, the acquisition meets all of our criteria. We look forward to continuing the top line momentum at both companies and delivering meaningful cost synergies and IRR that exceeds our WACC and earnings accretion. At the same time, we will remain committed to a healthy capital structure, including a solid investment grade rating. With our greater scale across leading iconic brands and an unwavering focus on driving innovation and profitable growth and a strong balance sheet and cash flow, we believe we are well-positioned to continue to drive long-term shareholder value. With that, I will hand the call over to Dave to share more financial details on the transaction and on our fourth quarter and full year fiscal 2018 results. Dave?
Dave Marberger:
Thank you, Sean and good morning everyone. Let me begin by reiterating how excited we are about this transaction. I will start by sharing some additional details pertaining to the deal and we will then briefly discuss our strong fourth quarter and fiscal year 2018 financial performance before we open it up for Q&A. Building on Sean’s comments, we are acquiring Pinnacle Foods in a cash and stock transaction valued at approximately $10.9 billion, including Pinnacle’s outstanding net debt of $2.7 billion. Under the terms of the agreement, Pinnacle’s shareholders will receive $43.11 in cash and 0.6494 shares of ConAgra stock for each share they hold, equating to an implied price of $68 per Pinnacle share. Pinnacle’s shareholders are expected to own approximately 16% of the combined company, assuming our issuance of incremental equity to the public to assist in funding the deal. This transaction price represents an adjusted EBITDA multiple of 15.8x pre-synergies based on Pinnacle Foods’ estimated fiscal year 2018 results and 12.1x adjusted EBITDA, including run-rate cost synergies. We secured a committed $9 billion bridge facility until permanent financing is raised. We expect to finance the $10.9 billion transaction by issuing $3 billion of ConAgra Brands’ stock to Pinnacle’s shareholders and raising $7.9 billion of cash. The cash is expected to be raised through the issuance of $7.3 billion of transaction debt and the generation of $600 million of incremental cash proceeds from either a public equity offering and/or divestitures. We have assumed that we would issue the full $600 million in equity in calculating the deal metrics, but the ultimate mix of equity issuance and divestitures will depend on timing considerations, credit implications and market conditions. ConAgra Brands’ pro forma net debt to EBITDA ratio is expected to be approximately 5x at closing. ConAgra is committed to a solid investment grade rating and has a targeted leverage ratio of 3.5x as we prioritize de-leveraging. We also expect to refinance all of Pinnacle’s debt in connection with the closing. Assuming an end of calendar year 2018 closing, we expect the transaction to be low single-digit accretive to adjusted EPS on a percentage basis in fiscal year 2020, the first full fiscal year following close and to be high single-digit accretive to adjusted EPS on a percentage basis by fiscal year ‘22. We are expecting $215 million in run-rate cost synergies by the end of fiscal year ‘22, which represents approximately 7% of Pinnacle’s net sales. We estimate a cash cost to achieve those synergies of $355 million, split approximately 60% operating expense and 40% CapEx. The synergies are expected to be driven by savings across procurement, logistics, manufacturing and SG&A. We expect to recognize approximately 60% of the synergies by the end of fiscal year ‘20, with the remainder phased in through fiscal ‘22. Our current estimate of incremental and tangible amortization from the deal is $55 million. As I previously mentioned, we are committed to a solid investment grade credit rating and our target leverage ratio is 3.5x. We expect to maintain our annual dividend of $0.85 per share during fiscal ‘19 and in the future, we are targeting modest dividend increases as we prioritize de-leveraging. In late Q4 of fiscal ‘18, we suspended our share repurchase program. Going forward, we will only repurchase shares if we are tracking ahead of our leverage targets. Also, we have approximately $720 million remaining on our capital loss carry-forward, which does not expire until the end of fiscal year ‘21. As a result, we can divest assets in a tax-efficient manner to support financing as appropriate. Now, I realize that you will have questions regarding the transaction announcement, but before we take your questions, let me quickly summarize our strong earnings results for the fourth quarter and fiscal year 2018. As Sean mentioned earlier, we continued to execute against our transformation plan in fiscal 2018 and delivered strong fourth quarter and fiscal year 2018 results. Net sales for the fourth quarter were up 5.6% compared to a year ago. Organic net sales grew 2% driven by solid growth in both of our domestic retail segments. For the full year, net sales were up 1.4% and organic net sales decreased 0.2% in line with our estimates. For the fourth quarter, adjusted gross profit increased 6.1% to $573 million and adjusted gross margin improved 12 basis points to 29.2%. For the full year, adjusted gross profit decreased 0.5% and adjusted gross margin was 29.7%. In the quarter, A&P expense decreased to $59 million or 3% of net sales. For the full year, A&P expense decreased to $279 million or 3.5% of net sales. Our decline in A&P expense was offset by increased retailer marketing investment to drive brand saliency, enhanced distribution and consumer trial in store. Adjusted SG&A for the quarter was up 3.4% and was 11.1% of net sales. For the full year, adjusted SG&A of $798 million was down slightly and was 10.1% of net sales. Adjusted operating profit was up 16.4% for the fourth quarter and adjusted operating profit for the full year was up 3.5%. Importantly, adjusted operating margin continued its improvement versus the prior year. Fourth quarter adjusted operating margin was 15%, up 139 basis points from a year ago. Full year adjusted operating margin was 16.1%, up 33 basis points versus the prior year and in line with our full year guidance. Adjusted diluted EPS was $0.50 for the fourth quarter, up 35.1% from the prior year. And for the full year, adjusted diluted EPS was $2.11, up 21.3%, above the high end of our guidance. Slide 30 outlines the drivers of our fourth quarter and full year net sales change versus a year ago. During the fourth quarter, organic net sales growth of 2% was consistent with the guidance we provided last quarter. For the full fiscal year, net sales grew 1.4% and organic net sales declined 0.2%, which was near the high-end of our full year guidance range. Slide 31 outlines the puts and takes on our full year adjusted gross margin decline. As we have been saying through the year, inflation has been coming in higher than we originally expected, finishing the year at 3.8%. Our integrated margin management team identified the margin levers to help offset that inflation and delivered strong results during the year. As you can see in this chart, if we remove the impact of the shift in marketing investments from A&P to retailer marketing, our adjusted gross margin would have been flat in fiscal year ‘18. Instead of going through the details of each segment this quarter, I will just call out a few big takeaways. First, in the fourth quarter, all four of our operating segments grew operating profit and expanded operating margin. Second, both domestic retail segments grew organic net sales in the quarter. Next, our international segment expanded operating margin in each fiscal quarter this year. And finally, the Foodservice segment’s net sales growth rate has started to improve. The segment has now begun to lap its value-over-volume actions. Slide 33 summarizes our full year segment results and how the improvements in adjusted operating profit and margin flow by segment. I will not discuss this in detail, but I do want to reinforce that the strong fourth quarter performance across all segments gives us strong momentum heading into fiscal year ‘19. Slide 34 outlines the drivers of our 35% adjusted EPS improvement versus the fourth quarter a year ago. An increase in adjusted gross profit drove $0.06 of the EPS increase. Lower SG&A and A&P expense added $0.02 of improvement, which was offset by unfavorable interest expense and a slight decrease in the Ardent Mills joint venture income of $0.01. Tax reform and share repurchases added $0.03 of EPS improvement. Slide 35 outlines the drivers of our full year adjusted EPS improvement of plus 21% versus a year ago. The slight decrease of $0.02 in adjusted gross profit for the year was more than offset by lower SG&A and A&P expense, which drove $0.10 of the EPS improvement. Another $0.10 of improvement came from increased Ardent Mills joint venture income and favorable interest expense. We saw a $0.06 favorable impact from tax and a $0.13 contribution from share repurchase activity. Slide 36 summarizes select balance sheet and cash flow information for the fiscal year. Net cash flow from operating activities for continuing operations was $920 million for the year, down from $1.1 billion last year primarily driven by the $300 million pension plan contribution we made in the fourth quarter. We had capital expenditures of $252 million, up slightly versus the prior year. During 2018, we paid dividends of $342 million and repurchased approximately $967 million worth of stock. We ended the year with $3.8 billion in total debt and approximately $128 million of cash on hand. In the first quarter of 2019, we are adopting a new accounting standard, which requires us to change how our income statement looks. We are now adding a new line item named pension and postretirement non-service income. The impact of this change is that we will reclassify $86 million of pension income out of adjusted operating profit and into this new line item below adjusted operating profit, reducing adjusted operating margin by 110 basis points. It is important to note that there is no impact to net income, only a shift between the line items. Today, we furnished an 8-K with historical financial information, so that people can better understand the changes on a historical basis and put our fiscal ‘19 guidance into the appropriate context. As we noted last quarter, now that our pension plan is more fully funded, we can reduce future volatility by changing the pension asset mix to a higher percentage of fixed income securities and a lower percentage of equity and other securities. The net impact of this change is a non-cash P&L headwind in fiscal year ‘19 as the new line item pension and postretirement non-service income will move from $86 million in fiscal ‘18 to approximately $40 million in fiscal ‘19. Note that this $46 million income reduction represents approximately $0.09 of negative EPS impact in fiscal ‘19. On Slide 39, we summarized our standalone fiscal 2019 outlook, which does not include any impact from the pending acquisition of Pinnacle. We expect net sales growth to be in the range of 0.5% to 1.5%. As we mentioned in this morning’s release, we recently sold our Trenton, Missouri production facility. As part of the transaction, the Foodservice segment exited a non-core co-manufacturing agreement that generated $79 million in net sales in fiscal 2018. Excluding the impact of the Trenton facility sale, we expect organic net sales growth to be in the range of 1% to 2%. We expect adjusted operating margin, which reflects the impact of the pension reclassification I just discussed in the range of 15% to 15.3% as we continue to strengthen our portfolio and invest in product innovation. We expect pension and postretirement non-service income of approximately $40 million for fiscal ‘19. We expect an effective tax rate in the range of 23% to 24%, consistent with what we guided to at CAGNY. We are not providing full year EPS guidance given the dynamics of the pending acquisition of Pinnacle, including the yet-to-be-determined impact of our permanent financing to interest expense and shares outstanding. Due to the timing of the Pinnacle announcement, we are however providing guidance for the first quarter of fiscal 2019. For the quarter, we expect reported net sales growth in the range of 2% to 2.5%, adjusted operating margin in the range of 14.1% to 14.4%, which again is on the new basis to reflect the pension accounting reclassification, and adjusted EPS in the range of $0.46 to $0.49. We remain on track to deliver on our 3-year standalone fiscal 2020 financial algorithm, which uses fiscal 2017 as the base year. As outlined on Slide 41, today, we are truing up our algorithm to reflect changes in pension accounting standards and our strategic decision to shift marketing investments from A&P to above the net sales line retailer marketing. We continue to expect an organic net sales compound annual growth rate to be in the range of 1% to 2%. While the strategic decision to shift from A&P marketing to retailer marketing provides a headwind to net sales growth, we expect an offsetting improvement in sales from those investments. Due to this marketing shift, adjusted gross margin is now expected to be approximately 30.5%. As a result of the new pension accounting reclassification, adjusted SG&A excluding A&P is now expected to be approximately 11.8%. Meanwhile, we expect A&P as a percentage of net sales to be approximately 3.2%, which is consistent with our deliberate choice to shift marketing investments from A&P to retailers. Adjusted operating margin is expected to be approximately 15.5%, reflecting the pension re-class. In summary, we continue to make excellent progress executing our strategic plan as evidenced by our strong fourth quarter and fiscal year 2018 results. Although we will not update our long-term algorithm until after we close on the Pinnacle acquisition, you can expect to see a combined company that leverages the strengths of two winning organizations. We expect top line growth to continue at the pace both companies have delivered, but by combining two very strong portfolios, the sustainability of that growth is enhanced. And with the addition of Pinnacle, we expect an improved margin profile and EPS accretion versus the ConAgra base business. As Sean mentioned, ConAgra has made tremendous progress over the last 3 years and we view the pending acquisition of Pinnacle as a catalyst to additional value creation for shareholders. That concludes my remarks. I will now pass it to the operator, as Sean, Tom McGough and I are ready to take your questions.
Operator:
Thank you, sir. [Operator Instructions] And the first question will be from Ken Goldman of JPMorgan. Please go ahead.
Ken Goldman:
Good morning. Thank you. Hoping to get some color on why the synergies aren’t a little bit higher than the typical 7%ish rate in food. Just wondering are the supply chain synergies in frozen not as high as maybe we expected? Is it that Pinnacle’s SG&A is already very low and efficient or maybe is there – I am hoping maybe some – there is just some conservatism in there, so any help you guys can provide there would be greatly appreciated?
Sean Connolly:
Ken, let me start and then Dave add whatever color you want to add versus some of the things I have read, Ken, I think probably the biggest modeling difference is within COGS in manufacturing. So we have got 7% synergies here, which we are highly confident in. We have scrubbed every opportunity and we are – we feel very good we can deliver this number. But I think sometimes there is a belief that when you put two companies together, you can take half of the manufacturing assets, half of the plants and consolidate them, that’s not how it actually works in practice. The example I would give you is a vegetable processing plant is not the same as a frozen food manufacturing plant. You have to process vegetables in very close proximity to the field, because of the delicacy of the vegetables, which is different than how we make say frozen meals. So I think some of – perhaps the assumptions around manufacturing assets were more aggressive than what exist in reality. The numbers we have got in here we feel very good about and obviously, it’s kind of like how we approach margins in general. We always look to over deliver, but this is the number that we believe is correct and it’s about on par with what we have seen elsewhere in the industry. Dave, what I missed?
Dave Marberger:
No, I think you covered it. I think it’s also important to understand that the $215 million, that’s a real synergy number. So there is no – that’s going to hit the P&L and that’s going to be favorability that you will model. We feel – as Sean said, we feel very good about that, the ability to deliver that. As I mentioned in my comments, we believe 60% of that will come by the end of fiscal year ‘20 and then the rest will phase in. And I did quote cost to achieve which are really one-time costs and then some CapEx. So we feel really good about the synergy numbers and our ability to deliver them.
Operator:
The next question will be from [indiscernible] of Bank of America. Please go ahead.
Unidentified Analyst:
Hey, good morning everyone. I guess, there is – we fielded a few questions today just about the guidance for standalone ConAgra for 2019. And so I was hoping you can help I think just relative to where I guess consensus expectations were for ‘19. It seems like it’s more or less in line, but could you help us bridge I guess a little bit about what’s happening below the operating income line? Is interest expense going to be higher? I understand there won’t be share repurchases, but just trying to get a better understanding of where your ‘19 guide was maybe relative to where expectations were?
Dave Marberger:
Yes, sure, Brian. It’s Dave. Let me take a shot at that. So yes, the main reason – we are not trying to hide anything. The reason we didn’t give EPS guidance for ‘19 is exactly that, because of the transaction and the impact that could have on interest expense and shares, right, given timing of the financing. But if you step back, the big thing I think today because some analysts have factored it in, some have not, is the pension accounting headwind. So, I think we have been very clear as to what the impact of that is and how that needs to be modeled now below the operating margin line. You are right you should assume no share repurchase now. According to our numbers, that doesn’t have a dramatic impact on EPS because of the way the weighted average share calculation works. And then interest expense, I mean I think probably the most prudent thing is to just model it as sort of the standalone business and then obviously when we know more about the timing and financing, then we can modify it from there. So I think if you factor those things in, you will be able to get kind of close to the consensus number. I don’t think you will have a problem. Let me just hit Q1 why I am on it. We did give guidance for Q1. We normally wouldn’t do that, but because of the timing of signing and the estimating closing by the end of the calendar year, we thought it would be prudent to give at least Q1 guidance. And from a sales perspective, it’s pretty consistent with how we finished Q4. We gave guidance on reported, but organic will be pretty consistent with where we were in the fourth quarter. You will notice that the operating margins are lower on a year-on-year basis and that is all timing of SG&A and some transition service income that we had in the prior year that we don’t have in this year. So, that’s just a wrapping on a one-time benefit there, but it’s really timing, because if you look at the full year and the operating margin guidance we give for the full year, you can see improvement. So, it’s a timing thing with SG&A for the first quarter. So hopefully, that gives you enough insight to get you there.
Operator:
The next question will be from David Palmer of RBC Capital Markets. Please go ahead.
David Palmer:
Thanks. Good morning. Looking back a couple of years now to that Analyst Day, you laid out some long-term supply chain opportunities, including network consolidation and ingredient sourcing. Could you give us an update as to where you were, where you are now on that journey that you saw then in terms of your own COGS realization and then talk about how Pinnacle really changes that and maybe perhaps adds to that? And then relatedly, how do you view your capital expenditure needs for the combined company over the next few years? Thanks.
Dave Marberger:
Yes, David, let me start with that. So, yes, we gave very specific guidance and insight at Investor Day on our supply chain operations that we talked about a realized productivity metric and we are on track with everything we laid out. Our realized productivity has been coming in at 3%, a little north of 3%. The thing that we did not call right back then, nobody called right, was inflation, right. We thought inflation was going to be in the low 2%. As I just quoted, we finished at 3.8% this year. So clearly, much more of a headwind than we anticipated at that time, but our productivity programs are tracking right on. In terms of Pinnacle, it’s better to wait till we close and have an Investor Day to get into more of that, but I think Pinnacle has clearly proven their ability to drive productivity and margin improvement. They have had really strong results in that area. And as Sean mentioned in his comments, it’s a strong culture of productivity and cost savings. On the CapEx, I did quote some incremental CapEx related to – in my cost-to-achieve number. So that’s a number that you can pickup in addition to our base CapEx numbers for each business.
Operator:
And the next question will be from Steve Strycula of UBS. Please go ahead.
Steve Strycula:
Good morning and congratulations. So a quick question would be on, Sean, for the category overlap, is there anything that jumps off the page when you look at the two portfolios together as to what might draw some attention whether it’s in the frozen business with Hungry-Man or the chili brands? And lastly, are you able to utilize your NOLs for the foundation brands in the Pinnacle portfolio or only for legacy ConAgra? Thank you.
Sean Connolly:
Let me take that in reverse order. The capital loss carry-forward just so everybody is clear can only be used for preexisting ConAgra assets, so just so everybody has got that. On the other one, we don’t anticipate any antitrust issues. This transaction involves very complementary products, but in highly competitive sectors and it benefits our customers by making ConAgra an even more effective competitor. Now, we are going to be able to deliver more innovation and value to consumers, but we don’t anticipate any antitrust issues here.
Operator:
And the next question will be from Jonathan Feeney of Consumer Edge. Please go ahead.
Jonathan Feeney:
Good morning, Jon. Thanks very much. I wanted to ask about well maybe bigger picture about the industry and your options, because it seems to me that we go back to a year ago and there will probably be some detail about your timing and extended conversations here. But go back to a year ago when there were some reports about you talking – valuations are a lot cheaper across the food group, your own fundamentals are a lot better, especially on a relative basis. And maybe – and you strike this transaction today, I am curious, it clearly makes sense now just like it made sense then, but when you think about other things you could have done in the near-term in the industry, maybe just a comment about what you are seeing – what today’s transaction maybe says about the industry as a whole and other opportunities? Thanks very much.
Sean Connolly:
Sure. Well, in terms of what we look for big, big picture when it comes to M&A, just think about what we are trying to do as a company. We are a lean company, but we are a company that’s focused on growth. And for 3 years, we have been reshaping the portfolio for better margins and better growth profile. So finding – we have been on the lookout for a while now for a larger, smart synergistic acquisition, but those opportunities tend to be fewer and farther between. And when they come up, it’s important to us that the asset has real legitimate growth potential and the Pinnacle team has done an absolutely phenomenal job driving innovation and growth here and that meant a lot to us. We also have been very clear around our success criteria all along and the announced deal today reflects both an open-minded seller and the ability to meet our criteria. So, it’s a great combination overall and we are looking forward to getting at it.
Operator:
And the next question will be from Chris Growe of Stifel. Please go ahead.
Chris Growe:
Hi, good morning. I will add my congratulations as well. I just wanted to ask you in relation to synergies, if I could. First of all, are there any explicit revenue synergies you expect from the transaction? And then also just related to that, when you think about the $215 million of synergies, is there any need to invest in say capabilities at Pinnacle, which runs at a really low level of overhead? Is there some investment that you are building into your synergy expectation as well?
Sean Connolly:
First, on growth synergies, nothing we have shared today assumes any growth synergies. So, we kind of gave you a preview of directionally how we are thinking about the long-term algorithm of the combined companies and both of these companies have probably among the higher long-term growth forecast as it exists already. So we are not at a point where we are going to change that, but I think it goes without saying that when you take two strong portfolios and you combine them into a single bigger portfolio, just the consistency and the sustainability of that growth profile almost by deductive reasoning has to go up. So, that’s in there. We haven’t baked in any growth synergies. I can tell you I personally have plenty of ideas for our innovation team to start thinking about, but that’s for a conversation down the road. And in terms of capabilities that the Pinnacle team like ConAgra is a lean team, but obviously it is a highly capable team. And so we are really looking forward between now and close to getting to know the team to try to understand what their towering strengths are and frankly we like the idea of continuing to enhance our capabilities by the combination of the two. Dave, you want to add something?
Dave Marberger:
Yes. Just so, Chris, on the synergy, the $215 million we put out there. So everything we reflect in our forecast, our accretion estimates of high single-digit by fiscal ‘22 reflects all the costs we need to incur to get there. I do want to remind everybody too, because companies do this differently. Our accretion estimates include amortization of intangibles, the estimated purchase accounting on this transaction. Lot of companies just quote cash EPS accretion. If we were to look at cash EPS accretion, we are double-digits. So we are quoting EPS accretion as a GAAP number that includes amortization estimates. I just want to make sure that’s clear, because sometimes it’s confusing.
Operator:
And the next question will be from Robert Moskow of Credit Suisse. Please go ahead.
Robert Moskow:
Hi, Sean. Can you help give a little more color on the decision to reduce the advertising line item in SG&A or just the direct-to-consumer kind of approach and push more in terms of retailer spending? Do you foresee any kind of long-term impact on your brands as a result of that? And what makes you feel comfortable that the spending with the retailer is going to be sufficient to maintain, I guess, the intangible equities?
Sean Connolly:
Well, I think the answer to the question is we expect that the long-term impact to our brands is positive. We view it as a positive change. For almost a year now, we have been outspoken about the marketing ROI improvement we believe we could get by moving some ineffective A&P marketing investments to retailer marketing investments. And accordingly, we have shifted some of our investments above net sales and it is clearly working. Our sales are up. Our promotion levels remain reduced and our pricing is ahead of our categories on average. And because we plan to maintain this marketing profile coupled with the pension accounting change, we needed to true up our algorithm, but fundamentally, nothing has changed. But I’d like to give you just a case study here, because I think your question is really about is this a lower quality marketing investment and is it ultimately going to hurt brand equities over time? The opposite is actually true, Rob. We are seeing very different marketing programs with customers today than when I started out in the industry and it was all high low trade. Look at Healthy Choice as an example. Healthy Choice is about a $400 million brand at retail. It had been declining for years. We have modernized the brand. We are investing with customers to make sure we get the right placement and get the product clearly in front of consumers when they are shopping. And in Q4 that $400 million business at retail grew its top line about 20%. So, that is unheard of to see a brand of that scale that’s been around that long that was that outdated, put up those kinds of trends. And I would say it’s a combination of both the below-the-line marketing spend and the above-the-line spend, but the total marketing spend has actually increased and it is far more effective and the investments we are making above the line are not in contrast to building brand equity. They actually enhance brand equity. The easy one to describe is when we make an investment with e-tailers as an example on search. Search is a bit of a pay-to-play game. But by paying to play, we are able to get the story of our brands in front of consumers so they understand the ingredients, they understand the founders, they understand all of that. That is good old-fashioned brand building and it is a far superior investment than buying a commercial on Home and Garden TV at 2:30 in the morning on the Thursday night. So overall, we feel excellent about the shift. It’s working. We plan to continue to do it and that’s why we are truing it up, so you guys can model it properly.
Operator:
The next question will be from Alexia Howard of Bernstein. Please go ahead.
Alexia Howard:
Good morning, everyone.
Sean Connolly:
Hi, Alexia. Good morning.
Alexia Howard:
Do you have any read at the moment about how quickly your de-levering will happen to get from 5x to 3.5x?
Dave Marberger:
Yes, Alexia. So that’s clearly our target. Right now, we are looking at a glide path assuming we would close by the end of the calendar year. By the end of fiscal ‘21, we should be pretty close to the 3.5x.
Operator:
And the next question will be from Rob Dickerson of Deutsche Bank. Please go ahead.
Rob Dickerson:
Thank you very much. Congrats from me as well. Just a broader question really, your own perspective, Sean, as to really why upon the announcement this morning both the ConAgra shares and the Pinnacle shares are obviously – have come under some near-term pressure. And from my perspective, it sounds like this is the transaction that’s kind of been a long time coming and it made logical sense and there is obvious value creation, and you have outlined that today. So really just very simplistically just why do you think both stocks are down and why would you be happy owning ConAgra equity, especially if you were a Pinnacle shareholder? Thanks.
Sean Connolly:
Rob, I am not going to speculate as to what the market is going to do in the course of a couple of hour window. What I can tell you is I have total confidence that by combining these two companies we will only accelerate the strong shareholder value creation track record that we have been delivering. There has been a lot of commentary about deals that perhaps don’t make sense to investors in recent days. These are two portfolios that fit perfectly together and in fact looking at it right now, I think it’s just an outstanding investment opportunity.
Dave Marberger:
And just to add to what Sean says, with our information today, we are putting a lot out there and there is a lot of things like the pension reclassifications, our shift of A&P. Looking at that the wrong way, people could look at that as, oh, your operating margins are down or gross margin, you didn’t hit the 32%, when that’s not correct. But we tried in the materials to be very descriptive as to what we are doing here. So I think as people look at it and understand, wait a minute, actually, the core business is doing very strong. I just wonder if there is a little bit of confusion given all the changes that are taking place in our numbers, just another opinion.
Operator:
And the next question will be from David Driscoll of Citigroup. Please go ahead.
Cornell Burnette:
Good morning. This is actually Cornell Burnette on with a few questions for David. Just wanted to ask you obviously when you look at the deal, some of the logic of bringing the Pinnacle Foods’ frozen assets and combining them with ConAgra seems pretty obvious, just wondered your take on maybe some of the parts of the portfolio at Pinnacle that are less obvious with ConAgra. And I am thinking of things such as like baking mixes and perhaps salad dressings and wondering kind of over the long-term, how do you see that fitting in with what you want to do and is this like a good long-term fit for the company?
Sean Connolly:
Yes, those two examples that you bring up are actually examples of excellent fits. We talk about our portfolio as spanning four consumer domains, frozen meals, snacks and sweet treats, condiments and enhancers and shelf-stable meals and sides, Duncan Hines, if you look at the fantastic innovation that’s come out of Pinnacle team on Duncan Hines in the last year or so, it’s really demonstrating that Duncan Hines operates well as a sweet treat, a convenient sweet treat and we think there is real innovation opportunity still ahead there and it fits squarely with what we do in sweet treats where we have great brands like Swiss Miss and Snack Packs. So, that’s very close to home for us. Within our center store grocery business, we do look at it two ways, condiments and enhancers and shelf-stable meals and sides, both of those businesses play important roles. But interestingly, when you look at millennial behavior in particular, they are very interested in condiments and enhancers as a simple way to add flavor, texture, moisture to food and obviously, the Wish-Bone business kind of is – it fits very close to home with what we do with brands like Hunt’s ketchup, Frontera salsa, things like that. So, it’s actually extremely close in. I struggle to find something in the Pinnacle portfolio that’s actually not close in when I look at it. These are categories that are very similar to the kinds of benefits that we bring to consumer households everyday.
Operator:
The next question will be from Akshay Jagdale of Jefferies. Please go ahead.
Lubi Kutua:
Good morning. This is actually Lubi filling in for Akshay. I just wanted to ask a bit of a big picture question. So you have obviously completed a number of acquisitions. You have done some divestitures over the last few years as part of your portfolio reshaping efforts and obviously you still have a fair amount of the tax loss carry-forward remaining to do more. So I am just wondering at a high level in terms of your portfolio reshaping efforts, how close do you think you are to being at sort of an optimal portfolio mix? And are there any sort of particular segments of the market where you feel you are maybe under or overexposed, such that 5 years from now in a perfect world, are there any parts of the portfolio that might look probably meaningfully different than where we are today? Thanks.
Sean Connolly:
Yes. Lubi, I think the big picture view on what we do as brand builders, is we look externally at what is working with the consumer and then we constantly or we should be refine our portfolio and modernize our brands, so that they are meeting emerging and current consumer trends, not yesterday’s trends. So, that means everything is always in a state of flux in terms of the way our brands present themselves to consumers and there maybe over the course of 10, 15 years, you may see certain segments improve their growth rates and certain slowing. You have to be agile and flexible and go with that. For us right now, as I have said many times, I see years and years and years of runway in frozen. Frozen is a big piece of real estate in the grocery store that just recently is beginning to undergo the kind of modernization that it needs. And I think there is a long way to go there. Also for us, we see a clear opportunity in snacks and sweet treats. We have a $2 billion snack business at retail. It plays in the four of the fastest growing snack sub-segments around and now we are going to be able to add some snacks assets to that mix with some of the Pinnacle snack brands. So, those are the two biggies. We see surgical opportunities in condiments and enhancers as we have talked previously, but I’d say, frozen and snacking are the two areas where we will continue to put the most momentum.
Operator:
And the next question will be from Pamela Kaufman of Morgan Stanley. Please go ahead.
Pamela Kaufman:
Hi, good morning. I was wondering if you can comment on how you are evaluating potential divestiture candidates across the portfolio. And just related to that, I know you said that you don’t envision any antitrust issues, but is this view taking into account potentially divesting assets where there could be overlap? Thank you.
Sean Connolly:
Well, I think we are really – again, we don’t anticipate any antitrust issues. When it comes to divestiture strategy more broadly, we have been on the record a long, long time saying that M&A is part of our strategy and we expect inbounds and as we reshape the portfolio, we expect some outbound things and we can do that very efficiently. With this announcement and the fact that the whole world basically knows we have a capital loss carry-forward tax asset, I think it’s plausible that somebody could inquire about an asset that they covet. And we have always been open-minded to that as evidenced by the actions we have taken on Spicetec, Swank, Del Monte, Wesson, etcetera and we will continue to be open-minded if it makes good strategic and financial sense.
Operator:
And the next question will be from Priya Ohri-Gupta of Barclays. Please go ahead.
Priya Ohri-Gupta:
Okay, thank you for taking the questions. Just a quick clarification for me. In terms of the pro forma leverage target of 5x that you see at deal close, it’s indicated that, that’s on a net basis. As we think about the 3.5x target that you have laid out there is that also on a net basis or is that on a gross basis? Thank you.
Dave Marberger:
It’s on a gross basis. So, the 5x and yes, it’s on a gross basis.
Operator:
And with that, we will close the question-and-answer session. I would like to hand the conference back to Brian Kearney for any closing remarks.
Brian Kearney:
Great. Thank you. As a reminder, this conference has been recorded and will be archived on the web as detailed in our press release. As a reminder, Investor Relations is available for discussions. Thank you for your interest in ConAgra Brands.
Operator:
Thank you. Ladies and gentlemen, the conference has concluded. Thank you for attending today’s presentation. At this time, you may disconnect your lines.
Executives:
Brian Kearney - Senior Director of IR Sean Connolly - President and Chief Executive Officer Dave Marberger - Executive Vice President and Chief Financial Officer Tom McGough – President, Operating Segments
Analysts:
Andrew Lazar - Barclays Capital Bryan Spillane - Bank of America Merrill Lynch David Driscoll - Citigroup Akshay Jagdale - Jefferies Chris Growe - Stifel Nicolaus Rob Dickerson - Deutsche Bank Matthew Grainger - Morgan Stanley Ken Goldman - J.P. Morgan Robert Moskow - Credit Suisse Steven Strycula - UBS
Operator:
Good morning, and welcome to the ConAgra Brands Third Quarter Fiscal Year 2018 Earnings Conference Call. All participants will be in listen-only mode. [Operator instructions] After today's presentation, there will be an opportunity to ask questions. [Operator instructions] Please note this event is being recorded. At this time, I would like to turn the conference over to Brian Kearney, Senior Director of Investor Relations. Please go ahead sir.
Brian Kearney:
Good morning, everyone. During today's remarks, we will make some forward-looking statements. While we are making those statements in good faith and we are confident about the Company's direction, we do not have any guarantee about the results that we will achieve. So, if you would like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, we refer you to the documents we filed with the SEC, which include cautionary language. Also, we will be discussing some non-GAAP financial measures during the call today. References to adjusted items including organic net sales refer to measures that exclude items impacting comparability. Please see the press release for additional information on our comparability items. The reconciliations of those adjusted measures to the most directly comparable GAAP measures for Regulation G compliance can be found in either of the earnings press release or in the earnings slides, both of which can be found on our website at ConAgrabrands.com/investor-relations. Now, I'll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning everyone, and thank you for joining our third quarter fiscal 2018 earnings conference call. We continued to make solid progress on our transformation plan during the quarter. Our primary focus this fiscal year has been on the top-line and we are particularly pleased with our momentum on this front as underlying sales trends, notably consumption continue to strengthen across our domestic retail segments. The investments we are making behind our brands to drive enhanced saliency, distribution and consumer trial are having the intended impact. These investments were largely above the line this quarter and consistent with our strategy to partner with retailers to acquaint our consumer base with our modernized brands and new innovation. The timing of these increased investments converged with greater than expected inflation in the quarter including higher transportation costs, as well as higher than expected reductions in retail customer inventories. Combined, these factors created near-term pressure on our gross margin despite the fact that we continue to price ahead of our categories. Our M&A activity continued this quarter. We were very disappointed in the Federal Trade Commission’s decision on the proposed Wesson sale and we are continuing to review Wesson’s role in the portfolio. But, we kept our M&A momentum nonetheless. Our solid performance has enabled us to raise our full year adjusted EPS guidance range. As a reminder, the guidance we most recently provided at CAGNY already accounted for the impact of the tax law changes. Today’s incremental increase is based on our underlying performance. Even without the aid of Tax Reform, we would still exceed the high-end of our original guidance range driven by a strong top-line. As you can imagine, this is very satisfying, particularly in a far more onerous inflationary environment than we planned for. At our inaugural Investor Day in the Fall of 2016, we committed to do three things; increase margins, improve top-line, and build a winning company. Strategically, our biggest priority this year has been strengthening top-line performance behind modernized brands and a strong innovation slate. After three quarters, we like what we see. Our focus on bending the trend on the top-line continues to gain traction. We expect to continue experiencing some variation in our results quarter-to-quarter, but over time, we also expect to grow. As you will recall from last quarter, our shipments exceeded consumption largely behind the hurricanes. Of our 230 basis point improvement in top-line growth in Q2, we estimated that approximately 220 basis points were related to the hurricanes. During our Q2 call, we shared that we expected a reversal of this dynamic in Q3 with consumption outpacing shipments, particularly in our higher margin Grocery and Snacks segment. That expectation played out. So taking a step back, combining Q2 and Q3 performance enables us to create a more normalized cohort that takes out the timing effect of the hurricanes and highlights the steady progress we are making to drive consumer takeaway. As you can see on Slide 9, we expect our strong top-line trends to continue in the fourth quarter. Our deliberate efforts to cut unprofitable SKUs and pullback on low-quality promotions are now largely behind us. In our largest segments, we’ve done a significant amount of the heavy value over volume lifting and the results are clear. As our new innovations have hit the marketplace, our top-line has responded with consistent, steady improvement. So while it remains early days, we are happy with our growth momentum and we are excited about the future. Our categories continue to grow largely driven by our efforts. And you can see that we are growing share. And Slide 11 highlights that the quality of our revenue base continues to improve. Total points of distribution are coming back in a much higher quality fashion, base velocities have improved dramatically and base dollar sales are in positive territory again. As you can see on Slide 12, these trends have allowed us to continue to price above our categories. We’ve also remained true to our value over volume strategy as the percent of products sold on promotion has decreased every quarter for more than two years. While that trend is not sustainable in perpetuity, this clearly indicates that our strong volume performance was not driven by deep discounts or price rollbacks. None of these results would be possible had we not set out to aggressively modernize our iconic brands. It’s been heavy lifting, but it’s also been tremendously rewarding and we are just getting warmed up with another robust innovation slate set to hit the market in fiscal 2019. As most of you know, we started our efforts to bend the top-line trend by focusing on Frozen, given the strong underlying fundamentals of the category and the untapped potential we identified in our brands. As you can see on Slide 14, our focus on innovation and targeted investments to drive brand saliency, distribution and consumer trial are clearly bearing fruit. We’ve experienced continued growth in Refrigerated and Frozen driven primarily by core business improvements and innovation launches in the Banquet, Healthy Choice, and Marie Callender's businesses. Frozen retail sales have improved materially. Frozen consumption was up nicely again in the quarter continuing a strong trend in the domain. And we think we have a lot of room to go from here as our distribution performance continues to improve and dollar sales growth has followed. Banquet, Healthy Choice, and Marie Callender's are our three largest brands in Frozen and received the most significant focus of our renovation work. These brands play distinct roles in our portfolio and in the Frozen category. Banquet is the number one brand in Frozen single-served meals by volume, providing American Classics to more than 40 million households. Healthy Choice, competes very effectively and has had a makeover to focus on active lifestyle. And Marie Callender's is known for its comfort food. By focusing on and leveraging the unique characteristics and strengths of these brands, we’ve returned each of them to growth and reestablished the relevancy of Frozen meals, and we see substantial runway for continued growth ahead. As we showcased last month at CAGNY, we are very excited about our fiscal 2019 Frozen innovation. We will extend into new day parts, expand modern wellness and new cuisine offerings, and pursue hand-held options. Sampling of these new innovations can be found here on Slide 18. Taking a step back, one of the things we are most determined about in Frozen is that given our strong performance we have ample room to capture our fair share of shelf space and grow organically. As highlighted in the chart on Slide 19, we have much larger share of dollar sales than we have of TPDs. We are working with retailers to highlight this fact as they review their planograms, we expect them to trim over skewed products those that are showing above 100 in this index and add more of the underskewed products like ours that have earned more space on the shelf. We expect this to be a tailwind for our Frozen business going forward as we gain our fair share of distribution. Progress we’ve made in Frozen demonstrates that our plan is working and we are not resting on what we’ve accomplished to-date. Turning to our Grocery and Snacks segment on Slide 20, as we noted earlier, we expected this segment’s sales to be down in Q3, given the impact of the hurricanes in Q2. Recall, we saw sales exceed consumption in the second quarter. However, in Q3, sales were down more than expected, primarily related to an unanticipated reduction in retail customer inventory levels near the end of the calendar year. While this adjustment in inventory levels negatively impacted the quarter, we expect this shift in customer behavior to be a one-time transitory occurrence. Despite the unexpected impact of the reduction in retail customer inventory levels in Q3, when you look at the normalized cohort of Q2 and Q3 combined, which removes the impact of these timing dynamics, we remain on track. The improvement in the segment is encouraging and we have concrete plans in place to renovate certain brands and provide the appropriate investment support behind them similar to the work we’ve done in our Frozen portfolio. Although it’s certainly early days, we are pleased with the underlying consumption trends in our Grocery and Snacks portfolio, which bodes well for this segment’s long-term top-line growth prospects. When you look just at our base business in Grocery and Snacks, trends are even more encouraging. Non-promoted consumption exceeded our internal expectations in the quarter and we’ve seen solid share performance as well. As you can see in the chart on the right, base dollar sales turned positive in the quarter for the first time in more than two years, a promising sign of what’s to come. A particular note, we are seeing growth from both iconic established brands like Chef Boyardee, Orville Redenbacher's and Swiss Miss, as well as newly acquired brands like Angie's BOOMCHICKAPOP, Duke's and Bigs. Again, these are encouraging signs and reflect the impact we can have as bring the right approach to brand building and innovation across our portfolio. We expect to accelerate from here with a particular focus on snacking. We are energizing our snacking playbook with ramped up innovation, a focus on driving impulse consumption, marketing with a purpose and better price pack architecture. We are creating a culture within a culture to fit the unique attributes of the Snacks business which has different products and purchasing behavior. And as I mentioned earlier, it’s not just what we do with our snack brands, it’s how we do it. We need to be faster, introducing new varieties across the portfolio like the exciting new innovation you see on Slide 25, which will hit the market in fiscal 2019. While we are excited about the opportunity in Snacks, we remain focused on our Grocery brands. Slide 25 also shows some of our upcoming innovation and renovation in the Grocery business where we see growth opportunities in condiments and enhancers, and are working to keep our lucrative shelf-stable meals inside the business reliably contributing. We are renovating these brands with modern flavors, simplified ingredients, and new graphics to better appeal to today’s consumers. Similar to what we’ve done in our Frozen business, as we innovate, we expect to see benefits from improving sales mix, through premiumized products and more relevant brands. With all of our strong innovation hitting the market, we’ve made the strategic decision to add incremental support behind our brands to enhance saliency, distribution and consumer trial. We recognize that today’s world requires a different approach to marketing. We are focused on making investments that engage the consumer with our brands and that could include traditional TV and print ads, distribution investments, merchandizing, sampling, digital marketing and even customer loyalty programs. As you can see on Slide 26, we are focused on reaching the consumer where they are on their path to purchase including by leveraging targeted digital engagements and incentives prior to their arrival in the store. On Slide 27, you can see a sample of some of the brand investments we are making with our retail partners. Some of our marketing investments may appear above the net sales line and some of it may be below. But the overall goal is to add incremental support, especially where we have new renovation and innovation. These investments will be brand and customer-specific, as we acquaint consumers with our modernized portfolio and new innovation. And based on our strong consumer trends, these efforts are clearly paying off. As I noted at the outset, the timing of these investments converged with higher than anticipated inflation. As highlighted on Slide 28, inflation is trending well above the 2.7% we anticipated as part of our initial fiscal 2018 guidance. The inflation impacts both input costs and transportation costs, which have risen sharply across the industry. The net result in Q3 was that despite our actions to price ahead of our categories, gross margins were pressured. As we’ve said before, margins may move around quarter-to-quarter beyond our normal seasonality and as we continue through our transformation, we will look to exit lower margin businesses and enhance our portfolio with margin-accretive innovation and acquisitions quarter-to-quarter. We’ll also invest where we believe we can achieve a high ROI and of course, we’ll see fluctuations in input costs. However, we are confident that regardless of short-term impacts, we will continue to move the centerline of our profitability north over time as we have for the past several years. We are proud of the 430 basis points of margin expansion we achieved from fiscal 2015 to 2017 and we are not done. While there were a few transitory factors impacting our gross margin performance in Q3, overall, our operating margin remains strong and our fiscal 2018 guidance shows that we continue to see operating margin expansion. Dave will provide a bit more detail on the specific factors that impacted near-term margin performance, but the bottom-line is that none of these factors change our long-term margin outlook or our commitment to chip away at the margin opportunity over time. Turning to Slide 31, M&A remains a central part of our plan. We intend to pursue modernizing acquisitions, synergistic acquisitions and select divestitures. We’ll continue to strike the right balance between being aggressive and being disciplined. In the third quarter, we completed our acquisition of Sandwich Bros and announced plans to divest our Canadian Del Monte fruit and vegetable business. We also announced the termination of our agreement to sell the Wesson oil business. As I mentioned earlier, we intend to continue to evaluate the role of this business within our portfolio. In summary, we are pleased with our continued progress on the top-line and encouraged by the performance of our innovation. We intend to continue supporting growth through disciplined and strategic investments to drive brand saliency, distribution and trial while we manage through a near-term inflationary environment. And we continue to be supported by a strong balance sheet with the financial flexibility to pursue M&A opportunities to enhance our portfolio. Given our solid performance, we’ve updated our fiscal 2018 guidance to raise adjusted EPS above the previously provided range which already accounted for the impact of tax reform. With that, I’ll hand it over to Dave to share more on the financial details of the quarter.
Dave Marberger:
Thank you, Sean. Good morning everyone. Slide 34, outlines our financial performance for the third quarter versus the prior year. I’ll walk through our results at the total company and segment levels and you are going to hear some themes. First, our investments to drive the top-line are working. While the third quarter organic net sales were negatively impacted by hurricane-related timing shifts between the second and third quarters, as well as some unexpected customer inventory contractions in the third quarter, we see continued net sales progress. Our value over volume strategy and product innovation are working. Second, gross profit was impacted by several factors this quarter including our intentional choices on how to invest in the top-line. We continued to focus our brand building activity on above the line marketing investments with retailers and we reduced A&P investments. This impacted gross margin. We also saw challenges on the cost side. Our core productivity programs continue to deliver. But their benefits were more than offset by significant input cost inflation in the quarter including transportation. Since we don’t provide gross margin results at the segment level, you’ll see this flow through to operating margin in the segment performance. Also, the Grocery and Snacks segment experienced some transitory operating costs that impacted operating profit and margin. While the quarter presented a variety of dynamics to work through the teams stayed focused on fundamentals and as you can see, we’ve reconfirmed our net sales guidance and increased our EPS outlook for the year. So let’s dig into the details. Reported net sales for the third quarter were up 0.7% while organic net sales were down 2.2% reflecting timing shifts in sales between the second and third quarters and overall customer inventories contracting more than anticipated around calendar year end. As Sean mentioned, total organic net sales for the second and third quarter combined, grew 0.1% showing continued positive momentum. Adjusted gross profit dollars were down $27 million or 4.3%. Adjusted gross margin was 30% for the third quarter, in line with the second quarter and down approximately 155 basis points from the prior year. A&P expense decreased 13.7% or $12 million. As seen in the second quarter, the decline in A&P was more than offset by increased above the line marketing investment with retailers to drive brand saliency, enhanced distribution and consumer trial in-store. These retailer investments helped deliver strong consumption growth in the quarter. Adjusted SG&A was relatively flat to the prior year and was 10% of net sales, slightly favorable to the year ago quarter as we continue to run a lean organization. We like that our adjusted SG&A spend as a percentage of net sales remains top tier in the industry. Adjusted operating profit was down $12 million or 3.6% for the quarter. This was due to inflation of 3.7% driven primarily from input costs and transportation, along with the retailer investments mentioned earlier. Although gross productivity was strong for the quarter, realized productivity was suppressed by higher than normal transitory operating costs. Adjusted diluted EPS was $0.61 for the third quarter, which was up 27.1% driven primarily by lower tax rates. Slide 35 outlines the drivers of our third quarter net sales change versus a year ago. Total company organic net sales were down 2.2%. Volume decreased 2.8%, driven mostly by the shift in timing of sales between the second and third quarters, as well as a higher than expected reduction in retailer inventories near the calendar year end, particularly in the Grocery and Snacks segment. Overall price mix increased primarily from favorable products and customer sales mix in Foodservice, along with positive pricing in the International segment, and favorable price mix in the Refrigerated and Frozen segment from new products. This was partially offset by continued increases in above the line marketing investments. The acquisitions of the Duke’s and Bigs brands in the fourth quarter of fiscal year 2017 and Angie’s and Sandwich Bros in fiscal year 2018 added 240 basis points to third quarter net sales growth. The impact of favorable FX also contributed 50 basis points of reported net sales growth. Slide 36 outlines the adjusted gross margin and adjusted operating margin declines in the third quarter. Inflation in ingredients, packaging and transportation were the major drivers of gross margin decline. Inflation of 3.7% in the quarter drove approximately $50 million of gross profit decline, negatively impacting gross margin by 2.5 percentage points. Transportation represented approximately 25% of total inflation for the quarter. Above the line marketing investments with retailers to drive enhanced distribution and consumer trial represented eight-tenths of a percentage point of the gross margin decline. Favorable price mix and strong gross productivity mitigated some of the gross margin decline, but realized productivity was suppressed due to transitory costs in our Grocery and Snacks business, which I will discuss shortly. Moving to adjusted operating margin, the 1.6 percentage point decline in gross margin drove operating margins down for the quarter. This was partially offset by SG&A and A&P favorability as we continued to manage SG&A tightly, and shift A&P investment to above the line marketing investment with retailers. We expect A&P to fluctuate quarter-to-quarter as we continue to evaluate the balance between below and above the line marketing opportunities. Slide 37 highlights our results by reporting segment. In our Grocery and Snacks segment, reported net sales of $838 million were down 1.3%. Acquisitions added 500 basis points of growth in the quarter, organic net sales were down 6.3%. Consumption trends continued to improve in the quarter. However, organic volume declined 4% as we shipped below consumption in the third quarter after shipping above consumption in the second quarter. Volume was also impacted by higher than expected retailer inventory reductions and deliberate actions to optimize distribution on certain low margin items. Additionally, price mix declined approximately 2% as we increased above the line marketing investments with retailers. This investment is paying dividends as overall Grocery and Snacks consumption has improved driven by base velocity improvements as Sean discussed. Adjusted operating profit of $178 million decreased 16% or $34 million with adjusted operating margins down approximately 370 basis points versus the prior year. The segment’s operating margin compression was driven by four discrete items including some network transitory in nature. First, input costs and transportation inflation were the largest headwinds on operating profit and margins in the quarter representing $15 million of operating profit decline. Second, we increased above the line marketing investments with retailers to drive brand saliency, enhanced distribution and consumer trial of key brands. Consumption improved in both the second and third quarter supported by these investments. Third, despite strong gross productivity cost savings in supply chain, realized productivity in the quarter was reduced by certain transitory operational offsets. For example, we had unexpected plant maintenance and production downtime, higher than normal inventory write-downs on certain discontinued and slow moving items, and unfavorable overhead absorption given the volume declines in the quarter. Lastly, while the recent growth-focused acquisitions aided the segment’s operating profit growth rate, they also reduced the operating margin percentage. This is because these businesses have maintained strong A&P investments as well as elevated SG&A levels as they integrate into the company. In our Refrigerated and Frozen segment, reported net sales grew to $689 million, a 3.2% increase. Organic net sales grew 2.6% as the acquisition of Sandwich Bros added 60 basis points of growth. Volume increased 2% due to core business improvements and innovation launches in the Banquet, Healthy Choice, and Marie Callender's businesses. Price mix increased 1% as mix improvements from recent innovation more than offset retailer investments to drive enhanced distribution and consumer trial. Adjusted operating profit of $127 million decreased 0.6% in the quarter. The benefits of net sales growth and realized productivity improvements were more than offset by increased input cost for proteins, packaging and higher transportation cost. In our International segment, reported net sales were approximately $223 million for the quarter, up 8.9% versus the prior year. This reflects approximately 1% growth in volume and nearly 3% improvement in price mix as the International team continued to focus on value over volume. FX favorably impacted net sales in the third quarter by roughly 5%. International adjusted operating profit was $30 million, up 67% or $12 million versus the prior year driven primarily by increased pricing and lower A&P spending. In our Foodservice segment, net sales were approximately $244 million for the quarter, down 6% versus the prior year. We also continued to implement our value over volume strategy in Foodservice. Volume decreased approximately 13% in the quarter as the Foodservice team exited non-core and low-performing businesses. Price mix increased 7% driven by favorable product and customer mix as well as pricing. Foodservice adjusted operating profit was $24 million, down 13.4% versus the prior year with operating margins decreasing 85 basis points. Favorable price mix was more than offset by the impact of volume declines and increased material and transportation cost. Adjusted corporate expenses were $38 million for the quarter, down 27.4% reflecting a decrease in certain IT projects and incentive costs, slightly offset by a reduction in income from two terminated transition service agreements. Moving to slide 38, this chart outlines the drivers of the 27.1% adjusted diluted EPS improvement in the third quarter versus a year ago. Adjusted gross profit dollars decreased $27 million in the third quarter, driving $0.04 of the EPS decline. Lower SG&A and A&P expense added $0.02 of the EPS improvement with some of the A&P investment moving above the line as discussed. Favorable interest expense and an increase in Ardent Mills joint venture income added $0.01 of EPS improvement. EPS was favorably impacted by $0.09 as the adjusted effective tax rate in the third quarter was 19.7% versus 31.4% a year ago. The lower tax rate in the third quarter reflects the favorable impact of tax reform. Our estimated full year adjusted tax rate is 29% to 30%. Share repurchases added $0.04 of EPS improvement as we continued our repurchase activity in line with our outlook. Slide 39 summarizes selected balance sheet and cash flow information for the quarter. Net cash flow from operating activities was $808 million for the year-to-date period, up from $804 million for the same period a year ago. We had capital expenditures of $176 million through the year-to-date period, up from $159 million in the comparable year period. We repurchased approximately 8 million shares of stock at a cost of approximately $280 million in the third quarter. Total year-to-date share repurchases were $860 million. We ended the third quarter with net debt of approximately $3.5 billion, up from $2.7 billion at fiscal year-end 2017. This increase supported our share repurchases and acquisitions. As we have stated previously, we remain committed to an investment grade credit rating for the business. As shown on Slide 40, we made a voluntary $300 million pension contribution on the first day of the fourth quarter. It was funded with a one year term loan at a rate of three month LIBOR plus 75 basis points. Given the timing of this contribution, we deducted this payment on our fiscal 2017 tax return at the old rate reducing cash taxes by approximately $105 million in the fourth quarter of fiscal year 2018. Please note that this does not impact our adjusted book tax rate that runs through the P&L. The rating agencies view underfunded pensions largely as debt. We share this view since the net obligation is recorded as a liability on our balance sheet. By funding this contribution with debt, the transaction is effectively debt neutral. This contribution will reduce our variable PBGC premium paid by the Pension Plan Trust, which is calculated based on the plan’s underfunded status. Currently, the PBGC charges pension plans a variable expense of just over 3% on underfunded pension obligations. Moving our pension plan towards fully funded status allows us to reduce future volatility as we can now better match our asset returns with the liability payments. We will give more color on the P&L impact of these actions when we share our fiscal 2019 guidance next quarter. At that time, we will also provide additional information on the impact of the change in accounting that requires all pension costs and benefits other than service cost to be presented outside of operating profit. Slide 41 outlines our updated guidance for fiscal year 2018 and reflects a few changes since our CAGNY presentation. We expect organic net sales growth to remain near the high end of our range which was previously communicated at minus 2% to flat. Reported net sales growth is expected to be 150 basis points higher than the organic net sales growth rate due to acquisitions and FX. This has been updated from our previously communicated range of 100 to 150 basis points higher. We expect adjusted operating margin to be near the low end of our range of 15.9% to 16.3%. We continue to expect inflation to be 3.7% for the full year, but it is expected to moderate in the fourth quarter as we start lapping the input cost inflation we experienced in the fourth quarter a year ago. We continue to expect our full year fiscal 2018 adjusted tax rate to be in the 29% to 30% range reflecting the lower federal tax rate. In addition to our pension investment that I just discussed, we continued to review investment opportunities associated with our estimated reduction in cash taxes in line with our balanced capital allocation approach and we’ll provide more details when we provide fiscal 2019 guidance in our fourth quarter earnings release. We expect adjusted diluted EPS from continuing operations in the range of $2.03 to $2.05 up from the range of $1.95 to $2.02 provided at CAGNY. We remain on track to repurchase approximately $1.1 billion worth of shares in fiscal 2018 subject to market and other conditions including the absence of any synergistic acquisitions. Regarding steel and aluminum tariff, we expect no impact to fiscal 2018 given our inventory position. We are still evaluating the estimated impact to fiscal 2019 and are working through our mitigation plans up and down the value chain. Our trade group and other advocacy partners are also working on options. In summary, ConAgra Brands is making strong progress. We continue to see consumption trends momentum and have made great progress upgrading our volume base. We are investing in our businesses despite increased inflation in transitory costs. We’ve made several modernizing acquisitions over the last year, and our balance sheet remains strong, giving us flexibility to pursue additional acquisitions to drive shareowner value. We are reconfirming our full year organic net sales guidance near the high-end of the range and have raised our adjusted EPS guidance for fiscal year 2018. Thank you. This concludes my remarks. Sean, Tom McGough and I will be happy to take your questions. I will now pass it back to the operator to begin the Q&A portion of the session.
Operator:
Thank you, Mr. Marberger. We will now begin the question and answer session. [Operator Instructions] The first question will come from Andrew Lazar of Barclays. Please go ahead.
Andrew Lazar :
Good morning everybody.
Sean Connolly:
Good morning, Andrew.
Dave Marberger:
Good morning.
Andrew Lazar :
I guess my question is, given the broader industry trends we’ve seen on things like inventory destocking and the shift of dollars from SG&A to above the line as you’ve talked about, how confident are you that the expected retail consumption is acceleration in fiscal 4Q, I guess, can fully materialize into your reported sales, right, because you are looking for a pretty big step-up or for, I guess, for consumption to better match your reported sales in the fourth quarter.
Sean Connolly:
Yes, Andrew, Sean here. I am very confident in that. The inventory destocking piece, there are two aspects to that. First of all, that we got to kind of separate. One is the hurricane which caused us to ship ahead of consumption in Q2 and reverse in Q3. The second was more of the unexpected decline in a handful of customer inventories near the end of the calendar year. I have seen that pattern before in my career numerous times. It tends to happen near the end of major customers’ fiscal years. In previous experience, it tends to almost always be transitory. So, I have no reason to believe that we are not going to see shipments and consumption converge. And then when you couple that with the fact that we’ve got very strong innovations in the marketplace today, our baseline velocities continue to improve and our total points of distribution continue to improve and the fact that we don’t have that much left to go in the balance of the fiscal year, we are very confident and really encouraged by the top-line expectations we have for the fourth quarter.
Operator:
The next question will come from Bryan Spillane of Bank of America. Please go ahead.
Bryan Spillane :
Hey, good morning everyone.
Sean Connolly:
Hi, Bryan, good morning.
Bryan Spillane :
I guess, I had a – just maybe a more philosophical question. As you are kind of looking out beyond 2018, this year you’ve had good success investing to drive the top-line and you’ve been able to sort of protect your margins. I guess, if you look at next year with tax reform maybe share repurchases, would you sort of look to continue to drive that spend to drive that top-line growth even if it might moderate operating profit growth given all the inflation and given that you’ve got some tailwinds below the line or would you think differently about that going into next year?
Dave Marberger:
Okay, let me try to tackle that. I’m not going to get into any guidance-related stuff for next year at this point. But I think where you are getting at is, do I anticipate some kind of a material step-up in absolute total marketing spend going forward. Look, here is how I think about that. When it comes to total marketing spend at our company, we have – and we’ve talked about this repeatedly, a very strong ROI mindset, in fact, over the last few years, our marketing analytics around trade and A&P have improved dramatically. And that has enabled us on average to cut non-working dollars in both trade and A&P and redeploy them to better programs, be they above the line or below the line. It’s also enabled us on average to avoid the dreaded A&P rebase while we execute our transformation plan. So going forward, I think we are going to continue to find pockets of inefficiency in existing spend. And therefore, when the time comes to support incremental innovation in Snacks as an example, it won’t necessarily require incremental spend. Obviously, that may not be true in every single quarter, because we may have more spend in periods where we are in launch mode as I describe it. But I’d like to think that overall, our spend is in the ballpark, I think in general, we’ve done a pretty good job of that if you look at a significant body of time there may be variance in the quarter, but I think our overall spend is in the ballpark over a sustained period of time.
Operator:
The next question will be from David Driscoll of Citi. Please go ahead.
David Driscoll :
Great, thank you and good morning.
Sean Connolly:
Good morning.
David Driscoll :
My question is on the gross margins and retail pressures, so Sean, gross margins were down meaningfully in the quarter. There are certainly some management actions that are deliberate, but most of the pressure appears to be inflation-related. So, just two points here. First, how do you see gross margins going forward? Are you satisfied with this performance given the environment you are in? And then, separately, I would really appreciate it if you could give us some of your color to describe the retail environment and the ability of the ConAgra portfolio to achieve price realization in an inflationary environment?
Sean Connolly:
Sure. Real quick upfront, David. As I mentioned in my prepared remarks, some of these transitory factors we are dealing with right now, we don’t expect them to have an impact on our longer-term margin outlook. But obviously, kind of the topic of the moment right now in our industry is inflation, productivity, pricing. So, let me tell you how I think about those things, big picture. I’ll start with inflation. Obviously, inflation happens, it is a fact of life and we view it as our job to navigate it as effectively as we possibly can to protect our margins. Productivity and pricing are two critical levers and we’ve got strong capabilities around each of those levers. That doesn’t mean that there won’t be short-term volatility, particularly when you are in a window where commodity inflation pivots from being benign to being acute as well as being in a window where you’re simultaneously investing to drive consumer trial of a very strong innovation slate. On productivity, the way I think about it is our team continues to do an excellent job executing on their projects in delivering strong gross productivity. As Dave pointed out though, there were some transitory offsets that suppressed what we call realized productivity in this quarter, but those won’t be reoccurring. Then when it comes to pricing, as you’ve seen over the past few years, we’ve been quite focused on liberating our brands from ultralow, legacy price points where our brands were stuck for decades. But principally, we think about pricing three ways. First, inflation-justified pricing, second, trade efficiency, and third, premium priced innovation which has been significant for our company as you saw in the CAGNY presentation. All three of these pricing tools have and all three will continue to play a role. And pricing isn’t easy. Frankly it never has been. I wouldn’t have all these white hairs if it was, but, it’s tough and it’s often complex. But as I think most of you know, we are partnering very, very closely with our customers these days and our customers are quite happy with the innovation programs that they are getting from ConAgra Brands and they understand that the fuel for those innovations comes from our margins. Now obviously, not every brand and every category is created equal, which is why we think about revenue management and integrated margin management broadly. But overall, I am confident that we will continue to move the centerline of our profitability north over time and then, simultaneously reduce the standard deviation around that centerline over time.
Operator:
The next question will be from Akshay Jagdale of Jefferies. Please go ahead.
Akshay Jagdale :
Good morning. Thanks for the question. Sean, I wanted to ask you about the sales growth acceleration. Isn’t that a leading indicator of the strength of your brand and the portfolio and longer-term, sort of the gross profit pool expansion, right. So, in other words, the sales growth acceleration that we are seeing from you and a lot of other peers in the industry shouldn’t that bode well for profit pool sort of growth over time and this cost increase is transitory. So, over time though, doesn’t the sales growth actually tell us that you should feel better about passing on these transitory costs? Thanks.
Sean Connolly:
Well, obviously, Akshay, we believe in strong brands, because strong brands tend to equate with lower elasticities of demand, lower elasticities of demand tends to equate with greater ability to price for the desired impact. But I think it’s important to point out that brand strength is not a right, it has to be earned and there have been a lot of legacy brands in our industry that have weakened over time because they were neglected over time. We have worked incredibly hard to infuse modern attributes into our brands, so that we can reacquaint consumers with our brand and re-earn their respect and re-earn the credibility of those brands and we are doing it in a way that translating to higher price realization and over time will translate to higher margins. And it’s been our value over volume strategy where we pull the lot of the weak stuff out of the base. We’ve backed off on promotions and we’ve strengthened the fundamentals. So now, going forward, as we talked at CAGNY, when you think about the runway, we see in Frozen and then you think about at applying this playbook to other parts of the portfolio, yes, we believe it should translate to ongoing strength or long-term outlook calls for that. And that’s where we are going to stay focused on.
Operator:
The next question will be from Chris Growe of Stifel. Please go ahead.
Chris Growe :
Hi, good morning.
Sean Connolly:
Hi.
Chris Growe :
Just had – hi, just had a question around the cost inflation and productivity savings by division and not to get so exact, but if you think about what’s kind of your cost inflation versus productivity savings in Frozen versus Grocery and Snacks, are either one of those divisions better positioned around either one of those factors and maybe could require less pricing going forward, if you’ve got more offset – more kind of net productivity savings coming through? Thank you.
Dave Marberger:
Yes, Chris, this is Dave. Let me – it’s a good question. There is a lot to this. So let me just start from the topic you look at gross margin, right, we are down 160 basis points, inflation was 250 basis points with a headwind and we also made the conscious decision to invest in above the line marketing with retailers which was 80 basis points. So, clearly, they were headwinds due to gross margin. From a productivity perspective, the gross productivity which in the first half was about 3.1% of cost of goods sold came in at that same level for the third quarter. So, when you convert that to a gross margin impact, that’s about 2% a little bit above. So, we are seeing that. The other thing that hit us were and I talked about some operational offset, some were transitory, some were not. I talked about ones that were transitory in terms of inventory write-offs and dynamics around that and in some plant maintenance and production dynamics. So, that was about 50 basis points in terms of what was transitory in the quarter for total company. When you kind of peel it out by segment, if you look at Frozen, the inflation for Refrigerated and Frozen and the inflation for Grocery and Snacks is about the same. It’s actually a little bit higher. Right now in Refrigerated and Frozen just because of the amount of proteins and the inflation that we’ve seen there. But we will start wrapping on that in the fourth quarter. So that won’t be as big of an impact. Transportation and freight, obviously affects us across our entire portfolio. And then from a productivity perspective, we are pretty balanced there. Maybe a little bit more in our Refrigerated and Frozen versus our Grocery and Snacks. So, our productivity is probably a little bit lower in Grocery and Snacks. That combined with the – these operational offsets that I talked about, that’s what had the bigger impact on operating profit in Grocery and Snacks for this particular quarter. So, that’s basically, in terms of inflation, we also have it in Foodservice, International as well. But there is the dynamic as you look at total and then you break it down by segment.
Operator:
The next question will be from Rob Dickerson of Deutsche Bank. Please go ahead.
Rob Dickerson :
Thank you. So, in terms of this Grocery and Snacks division, on the price mix side, I know, obviously there – it seems like there, few more incremental investments that are now on marketing of other line, or within COGS relative to SG&A, but I am just trying to get a better sense of price mix in Q3 and what we saw, I know, I guess, you kind of point to this investments in brand saliency, et cetera. But, like, was there some additional promotional spend to push some of the innovation to get the distribution or I am just trying to get a sense as to why price mix would have decelerated sequentially, and then also why it should accelerate going forward? Thanks.
Dave Marberger:
Let me take a shot at that, Rob. So, in terms of Grocery and Snacks, we talked about – we had a significant investment in above the line marketing with retailers. So I talked about 80 basis points for total company. More than half of that was in Grocery and Snacks. So, we are making those investments. There was some price mix benefit there, but that was more than offset by the additional investments we made with retailers. And these are – this is just not price discounting these investments that we are making. These are investments to improve merchandizing. Sean talked about it in his piece. So, we have significant investments in Grocery and Snacks. We also have the above the line marketing investments in Refrigerated and Frozen. But with our innovation now that that you’ve seen, we are starting to benefit from that component of pricing that Sean talked about which is based on innovation and margin-accretive innovation and the benefits that has on the price mix line. So, that’s why when you look at Refrigerated and Frozen, we are actually one percentage point favorable price mix because the benefits we are getting from the innovation are more than offsetting the investments we are making with retailers. So, making investments in both segments a little bit higher in Grocery and Snacks and we are not seeing as much of the innovation yet in Grocery and Snacks, but that will be more to come next year. Sean?
Sean Connolly:
Rob, if I could just add one thing to that too. The other question is, what’s the impact to these investments above the line and as I mentioned in my prepared remarks, the impact has been very positive. Keep in mind, Grocery and Snacks is a space where we haven’t done a fraction of the material innovation yet that we’ve done in Frozen. So we’ve been making these investments to basically get a lot of our preexisting items back in front of consumers and get our consumers to retry them. And as you saw in the presentation today, our consumption has been quite strong and as importantly the non-promoted piece of that has actually been above what we expected. So, it’s working and I think that that suggests that we’ve got a solid foundation here to build off of as we move more of our innovation emphasis into this other reporting segment .
Operator:
The next question will come from Matthew Grainger of Morgan Stanley. Please go ahead.
Matthew Grainger :
Good morning. Thanks for the question. I just wanted to get a better sense of how you are thinking about the freight cost outlook going forward and I guess, more specifically, does your inflation outlook take into account the potential for those costs to move higher again over the next quarter or two, which seems to be what we are hearing from some of the freight providers or do you see things as having reached more of a new normal? And then, follow-on, just proactively, what steps are you taking or can you take going forward in the supply chain to help mitigate that?
Dave Marberger:
Matt, so, let me take a shot at that. So, yes, from the top, our inflation outlook of 3.7% for the year which hasn’t changed with this quarter incorporates our estimate of inflation for freight and transportation. So that’s in there. That’s in our fourth quarter estimate at this point in time. As you look at this more broadly, we have a really seasoned team here in our supply chain organization that manages transportation and freight and it’s an area that we look at every day. At the highest level, this comes down the basic supply and demand, right. If there is more demand to carry loads and there are drivers to carry that. So this creates a challenge. It really relies on our relationships with our carriers and our contracts that we have with them. So, when demand spike, we have to go into the spot market like other companies. And we are hiring spot markets than historical, but our overall spot market levels are lower than peers given our approach and the way that we manage this. When you look at our total freight and transportation and warehousing costs, they are roughly 10% of total cost of goods sold. But they are obviously increasing at a higher rate. So, as I mentioned in my remarks, 25% of our total inflation came from transportation and freight. So, we are proactively evaluating and adjusting our approach to minimize cost increases going forward and we view the cost increase just like all other input cost increases, when we look at overall inflation that we must try to offset with any pricing.
Operator:
The next question will be from Ken Goldman of J.P. Morgan. Please go ahead.
Ken Goldman :
Just to follow-up on that. Dave, I’d like to understand a little bit better how, in your opinion, you’ve been in the food group for a while now. How most agreements with trucking vendors work in this industry? Because, we’ve heard lately from a different, one of your peers that they were surprised by higher transportation costs and it sounds like part of the issue was that, maybe certain agreements with vendors were locked in for rates. But not miles, so that vendors were able to effectively opt that on these arrangements when rates rose. I guess, I am just trying to get your opinion on the group in general, is this a typical set up where vendors have this flexibility or is it somewhat unusual? Again, just trying to sort of better understand some of the risks for the group and I know you’ve seen a couple of different perspectives here.
Dave Marberger:
Well, again, you’re right. I’ve been around a long time. But I am not a expert in freight transportation. But, I’ll kind of tell you what I see. The dynamics are interesting around the freight, because you can have different philosophies. You can have fewer carriers and try to leverage scale with those carriers or you can have more carriers and maybe that will – you won’t get the scale benefits, but then in situations like this, you have more flexibility, because you have more competition basically and more options, right. So, you have to look at that. We tend to have a lot of carriers. So, that’s kind of the way we manage it. We have a lot of strong relationships. So, there is a lot of dynamics like that that come into play, because supply and demand is challenged and when we need carriers can really vary, right, versus other companies. So, I can’t sit here and do it just this. I can tell you that this is obviously something that we’ve been focused on and we’ve been watching and we talk about all the time and Sean is involved with those conversations. So, we have a great group here. We do everything. We are looking at different options to try to manage it. But, there is a lot of dynamics in here. It’s not just one simple answer in it. You really have to kind of understand a little bit the philosophy that a company has around this area in managing the support for it.
Operator:
The next question will come from Robert Moskow of Credit Suisse. Please go ahead.
Robert Moskow :
Hi, thanks for the question. I am going to carry on with the theme, maybe a little differently on freight. Everybody sees it and your customer see it too and my understanding is that you are probably in a negotiating season with your freight providers. So, isn’t it logical to assume that if you and everyone else are going to experience higher freight costs through those negotiations and that maybe a 12 month timeframe. Couldn’t you go to your customers and say, hey, this is widespread, everyone has a time for the consumer to pay for some of it. It seems like a logical argument and yet, I think you and others have been a little cautious about what kind of promises could be made in that regard. Thanks.
Sean Connolly:
Rob, it’s Sean. If freight were the only thing we were dealing with, I think it’s more logical that we would go have a direct conversation specifically about freight. But when you are dealing with inflation across a variety of different things, beyond freight, we’ve got protein inflation, we got other things that are experiencing inflation. It really pivot the discussion more to, how do you holistically find different ways to pursue pricing in order to try to protect margins and it – as I mentioned earlier, it varies by brand and by category, but really, we’ll try to bundle all of the things that are inflating in cost and let that total net delta inform the different strategies we might pursue to create offsets. So, that is that what you talked about which is a freight-specific conversation looking for offsets we’ve contemplated that. Who knows, it may evolve going forward, but we are really looking at all of the inflation and looking at the three pricing levers as well as productivity as I mentioned before.
Operator:
The next question will be from Steven Strycula of UBS. Please go ahead.
Steven Strycula :
Hi, and good morning. Sean, a quick question on the inventory destocking. What percentage of the portfolio would you say has already been touched by inventory destocking across major retailers? And are we running at what we would call minimum threshold of the inventory? Basically, can we see any more excess weeks of supply taking out or are we just really running on a just in time system? Thank you.
Sean Connolly:
Yes, Steve, I think it’s closer to just in time. You’ve heard other companies in the last month or so referenced this kind of unexpected inventory destocking at certain customers near the end of the calendar year. And during that window, at least from what we could see, it got extremely low, unusually low versus typically what we see. And we don’t like to see that, because it typically means there is out of stocks on the shelf for consumers. So, I tend to think that doesn’t ultimately benefit anybody, but, we’ve seen that kind of move back to more normal levels. There aren’t absolute lean inventory levels in the industry right now and across categories. That’s been the case for a number of years, but it got really lean for a bit there, which is what we saw in Q3, but I think that’s largely behind us. Obviously, we are always trying to anticipate if that’s going to happen, but you never kind of know until you are in the thicker things. But I think we are tracking more just in time, more ship to consumption. At least, that’s the way we forecast it.
Operator:
Thank you. And ladies and gentlemen, this will conclude our question and answer session. I would like to turn the conference over to Brian Kearney for his closing remarks.
Brian Kearney:
Great. Thank you. As a reminder this conference has been recorded and will be archived on the web as detailed in our release. As always, Investor Relations is available for discussion. Thank you for your interest in ConAgra Brands. Operator Thank you. Ladies and gentlemen, the conference has concluded. Thank you for attending today's presentation. At this time, you may disconnect your lines.
Executives:
Brian Kearney - Director of IR Sean Connolly - President and CEO Dave Marberger - CFO Tom McGough - President of ConAgra Brands' Operating Segments
Analysts:
Andrew Lazar - Barclays Capital Bryan Spillane - Bank of America Merrill Lynch Robert Moskow - Credit Suisse Ken Goldman - J.P. Morgan Chris Growe - Stifel Nicolaus David Driscoll - Citi Jason English - Goldman Sachs
Operator:
Good morning, and welcome to the ConAgra Brands Second Quarter of Fiscal Year 2018 Earnings Conference Call. All participants will be in listen-only mode. [Operator instructions] After today's presentation, there will be an opportunity to ask questions. [Operator instructions] Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney, ConAgra's Director of Investor Relations. Please go ahead.
Brian Kearney:
Good morning, everyone. During today's remarks, we will make some forward-looking statements. While we are making those statements in good faith and we are confident about the company's direction, we do not have any guarantee about the results that we will achieve. So, if you would like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, we refer you to the documents we filed with the SEC, which include cautionary language. Also, we will be discussing some non-GAAP financial measures during the call today. References to adjusted items including organic net sales refer to measures that exclude items impacting comparability. Please see the press release for additional information on our comparability items. As a reminder, starting in fiscal 2018, we introduced the metric of organic net sales, which excludes the impact of FX, divestitures, and acquisition until the anniversary date of the transaction. The reconciliations of those adjusted measures to the most directly comparable GAAP measures for Regulation G compliance can be found in either of the earnings press release or in the earnings slides, both of which can be found on our Web site at ConAgrabrands.com/investor-relations. Now, I'll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning everyone, happy holidays. Thank you for joining our second quarter fiscal 2018 earnings conference call. We delivered strong results in Q2 and remain squarely on track with our transformation plan. Strategically our top priority this year is strengthening top line performance behind modernized brands and a strong innovation slate. Two quarters in, we like what we see, our top line return to organic growth in the second quarter, ahead of schedule. After a fast start to the year, we were in a position to add incremental support behind our brands in Q2 to enhance distribution, merchandizing, and consumer trial. Most of these investments were above the net sales line and consistent with our strategy to reacquaint our consumer base with our modernized brands. However, we again experienced elevated inflation, including increased costs as a result of the recent hurricanes. The net result in Q2 was that, despite pricing ahead of our categories, gross margins were pressured by the convergence of higher startup costs to support our brands and elevated inflation. Importantly, we remain confident in our long-term margin expansion opportunity and our ability to deliver on the 2020 outlook we provided at our investor day last year. We continue to be active with our M&A agenda to bolster our strong positions in the important Snacks and Frozen categories. During the quarter, we completed our $250 million acquisition of Angie's Artisan Treats, the maker of Angie's Boom Chicka Pop, the fastest growing national read-to-eat popcorn brand in the U.S., and as you saw earlier today, we announced an agreement to acquire Sandwich Bros., which I will elaborate on in a few minutes. We also continue to deliver on our target to repurchase $1.1 billion of shares during fiscal 2018. We repurchased approximately $280 million of common stock during the second quarter. The bottom line is we're encouraged about our year-to-date performance, and we're updating our 2018 guidance to reflect organic net sales and adjusted EPS to be near the high end of their respective guidance ranges. During the quarter, we marked our one-year anniversary as a branded pure play CPG company. And compared to where we were just three years ago the transformation has been quite remarkable. Between exiting private brands, successfully spinning off Lamb Weston as a thriving public company, and remaking our core business and culture into a more energized competitive unit, we have been and we will continue to be relentlessly focused on value creation. It's been heavy lifting unwinding decades of engrained behaviors, but we like where we are, and we're confident in our future. Most of you are familiar with the expected cadence of our transformation plan shown on slide seven. I'm happy to say that we remain squarely on track with these expectations. Fiscal 2016 and 2017 were indeed a heavy lift as we put in the work to thoughtfully and methodically upgrade our revenue base and reset the top line by cutting back on excessive deep discount promotions and rationalizing a long tail of low-performing skews. We also focused on improving efficiencies to build a strong foundation on the bottom line and expand margins. But as we've said all along, we can't cut our way to prosperity; we must grow the top line. And we will do it the right way, by investing in renovation and innovation to achieve sustainable growth over the long-term. As we entered fiscal 2018 we were working from a much stronger revenue base. We have a healthier, less promotional business in U.S. retail. And our focus is now on improving brand saliency, which means reacquainting consumers with our modernized brands, and making them top-of-mind again. Accordingly, we're making investments in innovation and renovation to enhance distribution, merchandizing, and consumer trial to drive top line growth. And top line growth is exactly what we've achieved. On slide eight, you can see organic net sales grew 2.3% in the quarter. Strong volume performance particularly in our U.S. retail businesses drove this result. Further, we estimate that even after adjusting for the positive impact of the recent hurricanes we delivered slight organic net sales growth in the second quarter. We estimate an approximately 220 basis point benefit related to hurricanes during the quarter. Our Food Service segment saw a one-time benefit from the hurricanes, and our Grocery and Snacks segment benefited from some customer warehouse and consumer pantry stocking. But the underlying strength of our core business is an encouraging affirmation of our plan and aggressive actions to jumpstart the top line. Make no mistake, we have much more to do, but we're making great progress in bending the sales trend and we're doing it the right way. The data on slide nine speaks to the quality of our growth. Our distribution performance shown here as TPDs, or total points of distribution is continuing to improve, we expect this trend to move upward in the back half supported by net gains as the pruning of low-performing skews abates and innovation continues to roll out. Importantly, we have continued to increase sales velocity as we upgraded the quality of our TPDs. When we modernize our product and discontinue to weak skews we recondition consumers to purchase updated products off the shelf at full margin and the velocities are getting better every time we look at the data. As our base sales velocities improve our dollar sales have followed, turning positive in the second quarter. As you can see on slide 10, these trends have allowed us to continue to price above our categories on average. We have also remained true to our value-over-volume strategy as the present sold on promotion has decreased every quarter for more than two years. While that trend is not sustainable in perpetuity, this clearly indicates that our strong volume performance was not driven by deep discounts or price rollbacks. We remain squarely focused on improving our base sales and reducing our reliance on inefficient trade promotion. Turning to slide 11, we remain on track to deliver against our 2020 margin goals. In the early innings of our transformation plan we got a fast start on margin improvement as we began to implement our value-over-volume strategy. But as we've always said, the path forward will not always be linear. Our margin improvement will not be a straight line particularly as we make the necessary investments to support innovation and drive trial and distribution across our brands. Margins may also move around quarter-to-quarter as we confront dynamics, like inflation, exiting lower margin businesses, and enhancing our portfolio with margin accretive acquisitions. As I said at our inaugural investor day, when you take on a transformation of this magnitude there will be quarterly volatility in gross margin from time to time. But regardless of short-term dynamics, we will move the centerline of our profitability north over time. As I noted earlier, there were a few near-term factors impacting our gross margin performance. Better than expected top line performance through Q2 is enabling us to invest more in our U.S. retail business and add incremental support to further enhance the distribution, merchandizing, and consumer trial of our brands, especially where we have new renovation and innovation. As I mentioned earlier, this is consistent with our strategy to increase brand saliency with consumers. This increased investment had a near-term impact on our overall price mix, which is reflected in our results this quarter. Some of this will show up as slotting, and some of this will show up as priced given the structure of our joint business planning partnerships with customers this is not surprising. Simply put, we are focused on strategic investments behind higher quality product presentation, and our investments will be brand and customer specific as we both reacquaint consumers with legacy brands and introduce new offerings to the market. We are strategically using trade as a catalyst for our modernized brands. This fuels new distribution, better shelf presentation, end-aisle display, and customer circular visibility to generate awareness of the new relevant benefits of our products. Dave will provide a bit more detail on the additional factors that impacted near-term gross margin performance shortly. But the bottom line is that none of these factors change our long-term margin outlook or our commitment to chip away at the margin opportunity over time. Now turning to our segment performance on slide 12, you can see the continued growth in our Refrigerated and Frozen segment, which was aided this quarter by innovation launched under the Marie Callender's, Healthy Choice, and Banquet trademarks. In addition, the Frontera brand introduced frozen mean innovation, and we also saw continued growth in the core Reddi-wip business. On slide 13, you can see scanner data that highlights the acceleration in this segment. Looking at the chart on the left, you can see the top line improvement in our frozen single-serve meal business through the end of Q2, which we believe is the best proxy for the traction of our plan. As you know, our recent brand renovation work focused on Frozen. And within Frozen, we put significant effort toward renovating Banquet, the largest single-serve frozen meal brand by volume in the U.S., after considerable effort to modernize the brand and recondition shoppers to purchase the products off shelf at full margin, Banquet returned to growth in the second quarter. We're pleased to have this brand back on track, and are encouraged by the positive consumer response. We're also mindful of our expectation for the brand and its role in our portfolio as a reliable contributor. We do not expect Banquet to be a rapid grower growing forward, but it is a large important brand. We're very pleased to have liberated it from a $1 retail price point, and to have improved both top and bottom line performance. Overall, you can begin to get a sense for why we feel good about our growth algorithm both this year and for the long-term. One of the most compelling reasons for our optimism continues to be the success of our innovation slate which is building distribution and performing well in its early days in the market. We started rebuilding our innovation slate with a focus on our Frozen business, and you can expect to see us apply the same level of rigor and discipline across our portfolio where we see opportunity. Turning to our Grocery and Snacks segment on slide 15, you can see that we're continuing to drive improvement. We estimate organic sales were roughly flat for the quarter after adjusting for the hurricanes. That's a significant improvement over Q1. Our Q2 Grocery and Snacks reported sales reflect approximately 200 basis points of positive impact related to the hurricanes, which drove customer warehouse and consumer pantry stocking behavior. While this was a benefit in Q2, we expect the shift to negatively impact Q3 sales in this segment. The improvement in the base business is encouraging, but it is still very early days. We have a lot of work to do ahead to renovate certain brands and provide the appropriate investment support, similar to the work we've done with our Frozen portfolio. So let me take a step back and provide some perspective on how we think about this segment. Clearly we see Snacks as an attractive growth opportunity. As a reminder, our snacks business includes strong brands such as Slim Jim, one of the leading players in mean snacks with increasing household penetration among millennials; Orville Redenbacher, the largest selling brand in microwave popcorn and the best selling brand of popcorn online; David Seeds, the leader in seeds with more than twice the share of the next largest competitor; Swiss Miss, which accounts for over half of the volume of hot cocoa sold in U.S. retail, it's also the preferred choice of millennials by more than four times over the nearest competitor; and Act II which is growth both domestically and internationally. We're also very pleased with the robust performance of recently added brands such as Duke's, Bigs, and Frontera. And we're quite excited about the opportunities presented by the acquisition of Angie's Boom Chicka Pop. So overall, snacks will be an extremely important area for us going forward, and we're just getting warmed up. We'll be sharing more about snacking renovation and innovation in the months to come. As we articulated at investor day, a simple way to think about our large grocery business is to break it into two groups; condiments and enhancers, and shelf stable meals and sides. We do that because generally speaking these groups will play different roles over time. With condiments and enhancers, such as Hunt's Tomatoes, Ro-Tel, Frontera Salsa, and Pam, we see on-trend brands that align with the needs of young millennial households which are starting to cook affordable by flavorful meals at home. Accordingly, they will be a focus area for continued investment. The role of shelf stable means and side dishes such as Chef Boyardee, Libby's, and La Choy is to be reliable contributors, providing steady cash flow to fund growth opportunities elsewhere in the portfolio. That doesn't mean, we will neglect these brands to the contrary, we absolutely need to keep them fresh so they continue to reliably contribute. Overall, we remain focused on our disciplined portfolio segmentation approach to apply the appropriate support for each brand. So while it's early days, we're happy with our growth momentum and we're excited about the future. Importantly, we're growing share and our categories are growing with our sharpened focus and enhanced capabilities we have reason to be excited about our future. And before I wrap up, a few thoughts on M&A, as you can see on Slide 19, we have been highly active leveraging M&A to reshape our portfolio for better long-term growth and margins, clearly the inbound businesses have been smaller modernizing acquisitions versus larger more synergistic deals. You should not interpret that as a string of pearl strategy in lieu of more transformational deals. As I've said many times, we are always on the lookout for both modernizing and synergistic acquisitions the former tend to be more plentiful than the latter but we're always in a position of readiness should the right property and the reasonable valuation emerge. Earlier today, we announced our planned acquisition of the Sandwich Bros. business simply put this is a frozen capability play, handhelds offer great convenience to consumers and this business provides some terrific capabilities. These are freshly prepared delicious sandwiches that are then flash frozen to be ready when you are, they play across breakfast, lunch and dinner. The business generated approximately $60 million in net sales over the past year and is growing rapidly. Once this deal is closed, we expect to see some exciting expansions of this on-trend format both under the Sandwich Bros. line and other ConAgra Brands. I'll wrap it up with Slide 21, in summary we're encouraged by our return to growth and the performance of our innovation. We'll continue to support growth through disciplined and strategic investments to drive distribution, merchandising and trial. Executional excellence remains a key focus in everything that we do particularly as we move through an inflationary environment. As we just discussed, we'll stay active in our pursuit of value enhancing M&A and will be relentless about doing what's necessary to deliver our long-term algorithm. Given our strong performance, we've updated our 2018 guidance to reflect organic net sales and adjusted EPS to be near the high end of their respective guidance ranges. With that, I'll hand it over to Dave to share more on the details of the quarter. Dave, over to you?
Dave Marberger:
Thank you, Sean. Good morning everyone and happy holidays. As you can see on Slide 23, we continue to make strong progress improving our financial profile as we reshape our portfolio. Reported net sales for the second quarter were up 4.1% and organic net sales were up 2.3% reflecting significant sequential improvement in our net sales growth from previous quarters. As mentioned in our release, we estimate 220 basis points of sales improvement from the hurricanes across both our grocery and snacks and food service segments. Adjusted gross profit dollars were up $5 million or 0.7% for the quarter. Adjusted gross margin was 30.1% for the second quarter, down approximately 100 basis points from the prior year. I will discuss the drivers of gross profit in more detail shortly. A&P expense decreased 11.7% or $11 million in the second quarter. As Sean discussed, we look at total marketing investment which includes A&P spending along with trade spending and slotting that is charged to net sales, when taken together for the quarter total marketing investment increased as the decrease in A&P investment was more than offset by increased trade investments to expand distribution with slotting, to enhance presence and to generate consumer trial. We also increased merchandising for certain brands to better leverage improved ROI events identified in our trade productivity work. These marketing investments were important to our strong volume growth in the quarter. Adjusted SG&A increased 4.1% or $8 million in the second quarter versus a year ago in line with our second quarter net sales growth. Adjusted SG&A as a percentage of net sales was 9.5% for the quarter, the same as the second quarter a year ago and remains top tier in the industry. SG&A as a percentage of net sales is expected to be lower in the second quarter than for the full year since the second quarter is typically our largest sales quarter. Adjusted operating profit was up $8 million or 2.2% for the quarter. Dollar profit increases from positive volume growth more than offset the negative impact of both inflation and the increase in total marketing investment. Adjusted diluted EPS was $0.55 for the quarter which was up 12% and exceeded our expectations. I will discuss the drivers of this increase shortly. Slide 24 outlines the drivers of our second quarter net sales change versus a year ago, total company organic net sales were up 2.3% driven by volume in price mix improvement. As mentioned in our earnings release, about 220 basis points of the second quarter net sales growth was from increased shipments related to the hurricanes experienced in the quarter. Organic volume increased 1.7% driven by growth in the Grocery and Snacks and Refrigerated and Frozen reporting segments. Price mix increased primarily from favorable product and customer sales mix and food service along with positive pricing in the International segment. This was partially offset by increased investments to expand distribution, enhance shelf presence and generate consumer trial in our Grocery and Snacks and Refrigerated and Frozen segments. The acquisitions of the Frontera, Duke's and BIGS brands in fiscal 2017 and Angie's Boom Chicka Pop in the second quarter of fiscal 2018 added about 140 basis points to second quarter net sales growth. The impact of FX also contributed 40 basis points of reported net sales growth. Slide 25 highlights our net sales and adjusted operating profit and margin by reporting segment. All operating segments grew both reported and organic net sales in the second quarter versus a year ago and overall operating profit grew 2.2% to 16.7% of net sales. In our Grocery and Snack segment, reported net sales of $900 million were up 5.5%. The acquisitions of Frontera, Duke's, BIGS and Angie's Boom Chicka Pop added 330 basis points of growth in the quarter. Organic net sales grew 2.2%. The company estimate that the recent hurricanes benefited the grocery and snacks net sales growth rates by approximately 200 basis points driven by our estimates of consumer pantry stocking and customer inventory builds. We expect that this dynamic will have a negative impact in the third quarter. Volume increased 3.4% in the quarter driven by hurricane related demand and increased investment and higher quality merchandising events on certain brands. This investment resulted in a price mix decline of 1.2%. Adjusted operating profit of $212 million decreased 4.5% this decrease was driven by inflation on input costs and transportation costs associated with the recent hurricanes along with increased total marketing investments driven by the investment in higher quality merchandising events partially offset by lower A&P. These increased costs were partially offset by the favorable impacts of volume growth and supply chain realized productivity. In our refrigerated in Frozen segment reported net sales of $758 million grew 2.3% and organic net sales grew 2.2% as the acquisition of Frontera added 10 basis points of growth in the quarter. Volume increased 3.9% due to core business improvements and innovation launches under the Marie Callender's, Healthy Choice and Banquet trademarks. Continued growth in the quarter ready with business and the addition of Frontera frozen innovation also added to top line growth. Investments in trade to drive distribution and Hands off presence and increase consumer trial of new products led to a price mix decline of 1.7% versus a year ago. Adjusted operating profit of $128 million increased 6.9% in the quarter driven by volume growth and supply chain realized productivity. These improvements were partially offset by increased inflation on input costs and higher total marketing investments were lower A&P was more than offset by trade investments previously mentioned. In our International segment, reported net sales were approximately $220 million for the up 4.2% versus the prior year. This reflects a 2.1% decline in volume which was offset by a 2.3% improvement and price mix at the international team continues to focus on value over volume. FX favorably impacted net sales in the second quarter by 4%. Adjusted operating profit was $21 million up 19.9% versus the prior year driven by increased pricing, favorable brand margin mix and favorable FX. In our Food Service segment net sales were approximately $295 million for the quarter up 4.1% versus the prior year. We estimate that the recent hurricanes benefited the net sales growth rate by approximately 10 percentage points. We continue to implement our value over volume strategy and food service with volume decreasing 7.1% as the companies exceed non-core and low performing business. Price mix increased 11.2% driven by favorable product in customer mix as well as pricing. Adjusted operating profit was $47 million up 48.4% versus the prior year with operating margins expanding 481 basis points versus the prior year. The operating profit performance was driven by the sales increase from pricing and customer and product mix. Adjusted corporate expenses were $46 million for the quarter up 27% reflecting an increase in certain self-insurance costs and a reduction in income from transition service agreements. Total adjusted SG&A of $206 million in the second quarter was up 4.1% versus a year ago in line with our reported net sales growth. Moving to slide 26, this chart outlines the drivers of the 12% adjusted diluted EPS improvement in the second quarter versus a year ago. Adjusted gross profit dollars increased $5 million in the second quarter driving $0.01 of EPS improvement. Gross profit was favorably impacted by volume increases in the Grocery and Snacks and Refrigerated and Frozen segments along with favorable price mix in the Food Service and International segments. Gross profit was negatively impacted by elevated inflation of approximately 4% in the quarter driven by increases in animal proteins, oils, dairy and packaging along with increases in transportation and warehousing costs as a result of the hurricanes. Gross profit was also impacted by the increase in total marketing investment to expand distribution and generate consumer trial. These cost increases were partially offset by favorability and supply chain realized productivity for the second quarter. Favorable interest expense and an increase in equity income from Ardent Mills added $0.03 of EPS improvement which share repurchases adding $0.04. EPS was negatively impacted by $0.02 as the effective tax rate in the second quarter was 34.4% versus 32.4% a year ago. The tax rate increase primarily from higher deductions for stock option exercises in the prior year and an increase to our reserve for uncertain tax positions related to state taxes. Slide 27 summarizes selected balance sheet and cash flow information for the quarter. Net cash flow from operating activities of continuing operations was $383 million for the year-to-date period down from $461 million for the same period a year ago. This decrease was primarily from the timing of tax payments versus the prior year. Dividends paid are down as the prior year second quarter dividend occurred prior to the Lamb Weston spin off and was paid at the prior ConAgra Foods rate. We repurchased approximately 8 million shares of stock at a cost of approximately $280 million in the second quarter. Total share repurchases for the first half of fiscal 2018 amount to $580 million. We ended the second quarter with net debt of approximately $3.4 billion as planned up from $2.7 billion fiscal year end 2017. This increase supported our share repurchases and the $250 million acquisition of Angie's Boom Chicka Pop which closed in the second quarter. As we have stated previously, we remain committed to an investment grade rating for the business. As outlined in our earnings release, we continue to cooperate fully with the FTC as it conducts its review of the Wesson transaction. Slide 28 outlines our updated guidance for fiscal 2018. We expect organic net sales growth to be near the high end of our range which was previously communicated at minus 2%-to-flat. Reported net sales is expected to be 100 to 150 basis points higher than the organic net sales growth rate due to acquisitions and FX. We expect adjusted operating margin to be near the low end of our range of 15.9% to 16.3%. We now expect inflation to be 3.7% for the full year, up from 3.3% full-year estimate we provided in the first quarter. This higher inflation along with the incremental marketing investments we started this quarter will impact our gross margins in the second half. We remain on track for our fiscal 2020 long-term targets communicated at investor day, including a gross margin of 32% in fiscal year 2020. While our updated effective tax rate guidance is between 33.5% and 34.5%, we are in the process of assessing the extent of the positive impact from the new federal tax legislation. We expected adjusted diluted EPS from continuing operations to be near the high end of our range, which is $1.84 to $1.89. We remain on track to repurchase approximately $1.1 billion worth of shares in fiscal 2018 subject to market and other conditions, including the absence of any synergistic acquisition. Our fiscal 2018 outlook includes the full-year estimated financial results of the Wesson business since the sale is still pending. In summary, our transformation is squarely on track. ConAgra Brands continues to make excellent progress. We continue to bend the trend on organic sales, and have made great progress upgrading our volume base. Gross profits and operating profits grew year-over-year, while we weathered elevated inflation and funded incremental marketing investments to support growth. We've made several modernizing acquisitions over the last year, and our balance sheet remains strong and gives us flexibility to pursue synergistic acquisition opportunities to drive shareowner value. And we are confirming our full-year organic net sales and EPS guidance near the high end of the range. Thank you. This concludes my remarks. Sean, Tom McGough, and I will be happy to take your questions. I will now pass it back to the operator to begin the Q&A portion of the session.
Operator:
We will now begin the question-and-answer session. [Operator Instructions] The first question comes from Andrew Lazar with Barclays Capital. Please go ahead.
Andrew Lazar:
Good morning everybody, and happy holidays.
Sean Connolly:
Morning.
Andrew Lazar:
Two questions, one would just be are you planning on, it sounds like it, but continuing with the incremental trade spend above the net sales line that we saw in the second quarter through the back half of the year. And if so, I guess what gives you the comfort that you're seeing the kind of return on that spend that you expect and such that it's not generating volume that maybe isn't sustainable? And then I've got a follow-up.
Sean Connolly:
Yes, good morning, Andrew. Yes, this is Sean. We will continue to invest above the line and below the line behind the brands in the second half. When we got off to a strong start in the year it gave us the opportunity to do that as well as anticipating a tax reform. And the simple logic for that is with all the work we've done and put into building our innovation pipeline when we get our new innovations in the marketplace, particularly in stores at the point of purchase, it is critical that we build awareness around these new benefits and around the new modernized look of these products. Internally we've got a phrase here a phrase here that we use that use called "confidential innovation". And what we mean by that is when we do all the work building out our innovation pipeline the last thing we want is to get it into the marketplace and have nobody see it. If that would be the case we'd call that confidential innovation. So we're trying to avoid that obviously. We're trying to create consumer awareness and let our package design and the food itself, the look of the food, the varieties, the modern flavors drive consumer pull. And we're highly confident that because of the quality of the food we're putting into products this year, in particular in frozen meals, that we will get strong repeat. And the early data that we're seeing on that bodes well. So, as we look at the return on these startup investments over time we expect them to be quite strong, but strategically we view it as vital to getting the right kind of uptick particularly given we really took a last year or year-and-a-half off when it came to new innovation.
Andrew Lazar:
Thanks for that. And then as M&A continues to be an active part of ConAgra's, particularly in snacks, I guess I wondered if you could comment on your view on maybe some of the multiples that we've seen some snack assets trade at more recently, and how that sort of fits into your desire obviously to continue to be disciplined but also try and use the balance sheet in an accretive way.
Sean Connolly:
Yes, obviously M&A is an important part of our playbook going forward. And we've all seen high multiples in M&A in food in general for the last few years. Snacks is the flavor this week. We had condiments last quarter; we had other things before that. So it's been a high multiple environment. And in that environment we try to strike the right balance between our desire to be aggressive with M&A to help reshape our portfolio for better growth and better margins, but also to be disciplined. So we understand that there are higher multiples out there, but we still hold ourselves to pretty high standards in terms of being able to get an IRR on our deals that is above our weighted average to capital. So that's one of the ways we look at getting proper return on our M&A investments and we'll continue to strike the right balance between being aggressive and being disciplined going forward.
Operator:
The next question comes from Bryan Spillane with Bank of America. Please go ahead.
Bryan Spillane:
Hi, good morning.
Sean Connolly:
Hi, Bryan.
Bryan Spillane:
Just two follow-ups to Andrew's questions, first I guess as we think about gross margins going forward and the continued investments. As the investment shifts more to grocery and retail, that becomes a bigger part of the innovation, is that less expensive to sort of renovate and launch new products that it is in frozen. So even as we think about that into next year would it potentially be less of a drag on gross margins and require less of a gross investment than is the case in frozen food?
Sean Connolly:
Well, we have different brands across our portfolio. The consumer domains that we've talked about before, we've got meals which tends to lean toward frozen, we've got enhancers, and we've got snacks. You're going to continue to see us do probably bolder innovation on the meals and snacks consumer domains. And what you'll see more in the grocery part of the store and enhancers looks more like renovation. So may not be as much on new slotting there. Maybe things like updating the look of our products. Probably some skew varieties, but a bit of a different mix. I think the bigger point here is that we look at marketing in total, meaning above-the-line marketing spend and below-the-line marketing spend. And when we use the phrase marketing behind our brands we're referring to investments that engage the consumer with our brands. And that could be everything from traditional TV and print ads, to distribution investments, to merchandizing, to sampling, to digital marketing, even customer loyalty programs. So you've got a wide array of activities here -- marketing activities that span above net sales and below net sales cost buckets. And as we move our activity mix it may toggle spend above the line and below the line, and we'll try to be transparent with you all around what those activities are and why we're doing them. When we're on ramp-up mode on things that are quite materially different from how the brands looked in the past, think frozen so far this year with all the work we've done, we really focus our energy disproportionately on the in-store environment and centre store because that's where we get the biggest engagement with consumers around these meaningfully revitalized brands in that startup mode. And that's why we're doing what we're doing right now because we believe it's going to get us the best long-term top line performance and the best ultimate returns.
Bryan Spillane:
Okay, thanks. And then just a follow-up on M&A, just one of the themes I guess that's come across throughout the last six to 12 months is it just seems like the cost of business is going up. And maybe that's a function of what's happening in the retail environment. So that being the case, do you think that that's going to motivate more synergy type deals to happen? Seems like a lot of the acquisitions, the M&A that we've seen across food and beverages have really been growth deals, and not as many synergy type deals. But if the cost of business is going higher and it's becoming more complex, do you think that scale becomes more important, and maybe that's going to start motivating more synergy type opportunities to come up?
Sean Connolly:
Well, I think in the last few years growth has been on average more elusive for the industry. And when you see those cycles emerge where growth is more elusive you tend to hear more talk around consolidation and harvesting synergies. But as a potential participant in some of those deals we want to focus on our shareholders and the return we get for our shareholders. And obviously synergies are great. But when you give away all your synergies in a deal to the seller it's not particularly useful to our shareholders. So we're going to always keep our shareholders in mind as we think about portfolio changes that ultimately position us for long-term strength and value creation.
Operator:
The next question comes from Robert Moskow with Credit Suisse. Please go ahead.
Robert Moskow:
Hi, thank you. In your opening comments you talked about inflation rising faster than you thought. Are you going to have to raise your prices faster as a result, and do you expect a lag? Is that part of the guidance or not, I didn't quite catch that? And then the second thing, and this is just a question about your average pricing at retail still being high but your trade promotion also being higher. Given all the disputes with -- the very public disputes with retailers, is there anything that you see in the industry where the vendors are giving the retailers more money but it's not making its way wall the way to the consumer? Like we all see promotion being lower than it was a year ago and prices being higher than a year ago. But then all of our vendors are experiencing gross margin. So is it possible that the retailer is just getting some of that money and keeping it for themselves in some form or fashion?
Sean Connolly:
Rob, let me tell you how I think about that. Let me start with the second half of your question first around trade investments. I think it's a very simple mental model that a lot of investors have that when we talk trade we're talking putting that money right into deep discounting and deals. Increasingly that is not really anywhere near the full story. It's more about joint business planning with customers around everything from merchandising, which usually has some level of discount to it, in our case nowhere near the depths that we had historically. But it also has to do with points of distribution. It has to do with quality of shelf space and facings. Is it eyelevel or is it down in the well, the ability to sample products in store, the ability to target consumers on their apps that are customer-specific. So trade and customer investment is much more holistic than just deep discounting deals, and features, and things that you've heard about historically. And certainly in our case that is true. Keep in mind we've invested a fair amount in improving our trade efficiency capabilities. So we've now got post-event analytic tools, we've got trade planning management tools. We are able to look at thousands upon thousands of trade events, find the ones that are low ROI, get rid of those, and find the ones that are positive ROI and do more of those because we get more bang for our buck. Some of that is the structure of the merchandizing, some of it is timing. So we are spending above the line, but it is what I would describe as a significantly higher quality investment in terms of engaging consumers in our brands than what it used to be at ConAgra, which was really about taking very outdated and old fashioned products and just moving them based on deep, deep discounting. And as you saw in the slides, our promoted levels are down overall, and our pricing is up and above our categories. Now with respect to pricing, just a couple of thoughts on pricing, as I pointed out before, we've built an integrated margin management team and improved our pricing capabilities dramatically versus what we had just a few years ago. And over the past few years we've taken more price than most. And we think about pricing three ways. There's number one, inflation justified pricing; number two, trade efficiency, and I just talked a little bit about that; and three, premium-priced innovation which over time will be positive mix. So clearly pricing is complex when you pivot from deflation to inflation you want to price as fast as you can. Sometimes there's a lag. And sometimes if the inflation appears transitory on certain commodities and the forward curves drop back down retailers can be more reluctant to take price because they don't want constant shelf price volatility. And then the last factor is that not every brand and every category are created equal in terms of elasticities of demand. So all of this is why we are principally committed to pricing when justified, but also why we focus on the center line of our profitability over time and not on quarterly volatility because there tends to be a fair amount of noise.
Dave Marberger:
Yes, and I just want to add to that as it relates to gross margin the broader question first-half and then as we look forward. As we mentioned, inflation will be higher in the second-half. We will continue the marketing investments that Sean just talked about, and pricing where we've already taken it we've already taken it on several brands. It's important to understand the impact of food service in the second quarter and the benefit we got from that, and that not repeating in the second-half. And so when you look at that and also the volume in grocery/snacks that's going to negatively impact the third quarter. When you add all that up it's going to result in the second-half gross margins being in line with the first-half gross margins generally speaking. And that really drives ultimately our operating margin guidance that we gave.
Robert Moskow:
Okay, thank you.
Operator:
The next question comes from Ken Goldman with J.P. Morgan. Please go ahead.
Ken Goldman:
Hi, thank you. And I imagine, like your peers, the answer will be it's too early to say. But I wanted to ask a little bit about your thoughts on the benefits of tax. Is there anything you should be aware of in terms of major offsets to you guys in particular from a lower corporate rate, and any early thoughts you have on how much of a benefit you'll let flow to the bottom line versus spending back on wages, CapEx, and pricing? Just any general thoughts would be very appreciated.
Dave Marberger:
Sure, Ken. Let me start, and then Sean can jump in. So I'll start with the tax rate, right. So if you look the last two years we've been about a 33% effective tax rate. Obviously with the corporate rate now dropping to 21% we'll clearly benefit from that. But there are other component provisions of the new bill that we need to understand, so things like the domestic manufacturing deduction, we benefited from that. Well, that's now gone, right. So that will be an impact to the rate. So we're still going through that process to understand how our effective tax rate will change, but we know we will benefit from it. Another just tactical thing as it relates to this fiscal year, since we are a May filer and the bill is effective January 1, our fiscal year '18 effective tax rate will be a blended rate. So that's another component where we have to go through and figure out the seven-month to 35%, five-month to 21%, how does that affect it. So that will be -- we'll be more clear on that in the third quarter. As it relates to investment clearly the incremental profit cash that will be generated is part of our ongoing evaluation of all our capital allocation assessment, right. So, ConAgra is a growth story. So we're always looking at investments to increase shareowner value. So whether it's CapEx, and obviously there's benefits now of more immediate deduction related to CapEx, total marketing which we've started to accelerate that investment in the second quarter, as we've just talked about, technology investments, human resources, even things like the pension plan and things that we could do around that. So we're constantly looking at those things, and we're in the process of doing that. So as we move forward we'll be more transparent on decisions we make around that, but we're making those evaluations as we always do with our capital.
Ken Goldman:
Okay, thank you for that. My second question is, I know you don't want to give specific quarterly guidance on certain items, but Dave, you were a minute ago, I think to Rob Moskow's question, you're giving some reason for not necessarily caution, but reason why guidance isn't necessarily conservative in the back half of the year. I just wanted to ask more particularly on the third quarter just to avoid any investor surprises. As we think about the reversal of the hurricane impact and some of the other -- the food service item that you mentioned, is it possible that EPS in the third quarter could be down year-on-year as a result of the reversal of these certain trends or is that not something that you think is necessarily likely at this point?
Dave Marberger:
Yes, we're not going to give specific quarterly guidance on anything, particularly EPS or whatever else. What I will say is that as you look at inflation we've obviously taken our estimate up for the year. There are dynamics in the third quarter with inflation and with the volume that we shipped in the second quarter for Grocery and Snacks. Another dynamic is that, if you remember last year in the fourth quarter, we started to see inflation hitting us. So we will start to wrap on it in the fourth quarter. So that's why as you look at the second-half we wont see quite as much inflation as based on our estimates now in the fourth quarter as opposed to the third quarter. So there are the dynamics, but I'm not going to give specific EPS for Q3 or Q4 just given all the different dynamics.
Operator:
The next question comes from Chris Growe with Stifel. Please go ahead.
Chris Growe:
Hi, good morning.
Sean Connolly:
Hi, Chris.
Chris Growe:
Hi. Just had a question for you on as I'm thinking about the timeline for new product innovation, kind of how that phases through the year. And then just to understand, I think you said that marketing was up, but I know that you indicated that A&P was down, meaning the promotion was up. Was that the missing link to -- marketing, and can you just quantify how much that was up for the quarter?
Sean Connolly:
Yes, on innovation, Chris, we will continue to have innovation coming out in the back half of the year and we'll have startup support behind that. Some of it with some customers shows up as slotting, some of it just goes into debt net. But it is a diverse means of supporting the brands from actual physical distribution, as I mentioned, to quality of shelving, to in-store support. All of those things are the things that we're doing disproportionately. So what you saw in Q2 was some reduction of A&P that was then moved above the line, and then additional expense above the line in support of the brands in an in-store environment.
Dave Marberger:
And just to add to that, because I can say that if you look at the $11 million reduction in A&P in the second quarter the amount of increase in trade of the line that supported distribution, including slotting, and all the investments to get additional distribution more than offset that $11 million. We don't give specific numbers on total trade, but that is clearly the case for the A&P being more than offset by the investment in distribution.
Sean Connolly:
And one thing to keep in mind as well going forward, we talked about this a little bit last quarter is, we're coming off of a base period where we didn't really have a lot of, what I'll call, brand support in the base, startup support, innovation support because we pushed the pause button last year while we rebuilt the funnel. So as we get these investments into our base this year we won't see the magnitude of year-on-year changes going forward because we're getting back to more normal going innovation launch cadence.
Chris Growe:
Okay. And just a quick question if I could follow-up on the input cost inflation, that's gone up about a hundred basis points from the start of the year, and for obvious reasons around the hurricane in particular. How much of that is hedged now? Like do you still see further risk to that or you have a good read on at least the second half of '18 on input cost inflation.
Dave Marberger:
Chris, it really varies by commodity area. So certain commodities we can lock in, certain ones we can't. So proteins we don't have as much ability to do that. Obviously we're halfway through the year so in certain commodities we're pretty locked in. So I would say animal proteins would be the biggest area of still potential exposure given any volatility in the market.
Operator:
The next question comes from David Driscoll with Citi. Please go ahead.
David Driscoll:
Great, thanks a lot. I want to follow on the innovation questions. So can you update us on where the company is as regards the goal that you laid out at the analyst day, I believe it was 15% of net sales from innovation? Where are you right now? And then can you tell us what the significant second-half innovations are, I assume you've already announced it to the trade, but I don't think you really mentioned it in the script? And then I do have a follow-up.
Sean Connolly:
Yes, sure. David, what you're referring to is a slide that we put up. It wasn't technically part of our guidance, but it was kind of a true north for us on innovation that we'd like to march towards over time. It's something we called renewal rate which is the percentage of annual sales that come from prior three-year innovations. And our point was that our company historically had been in the high single digits. Companies that are doing well and best in class are closer to 15%. So our aim over time is to really close that gap. It's not as if we need to get to 15% on a straight line march from where we started. And by the way, it's also something -- it's not the kind of metric you're going to look at on a quarterly basis, you've got to settle it in. But clearly, as you can imagine, with the slate of innovation that we've got hitting the marketplace now by the time we get to this year, we will see a pretty material uptick in that renewal rate. Tom, you want to comment on what's coming in the back half?
Tom McGough:
Sure, David. There's really two things; one, we have an opportunity, two, and we are accelerating some new items on Healthy Choice Power Bowls. We've had a tremendous introduction and success on that line, and many retailers are picking in the next phase of products in the second half. Banquet Mega has been a really, really strong performer, and that's another area that we'll continue to build distribution through the balance of the year. And then as we get to the latter parts of the second half, our next wave of innovation will ship likely at the end of Q4 in some retailers. All this is really based on the end-market momentum that we have, the high incrementality that our innovation is driving within the category and retailers are leveraging our brands for their growth, and as a result, we're accelerating our new products in those areas in the second half.
Sean Connolly:
Just one other building on Tom's comments David one other thing that we're always thinking about which is we've got to wrap this year slate next year and it's not lost on us that we will be wrapping next year a big slate and as a result, you should assume that we've been very aggressive in making sure that our innovation slate for next year is going to be as impressive as this year. I continue to talk about frozen and how I think we have years and years of runway on frozen, undoubtedly we're going to continue to have a big slate there, you'll hear us talk more about some of these things that CAG is coming up after the holidays but then snacking is a big area for us and some of the most innovative things we've got going on as a company are some of the acquisitions we've made. Duke's is clearly one of the most innovative brands in the very hot meat snack space and now with Angie's Boom Chicka Pop as the national leader of branded ready to eat popcorn that's if that's a business we can do a lot with going forward. So you'll hear more about what comes next when we're at some invest meetings in the new calendar year.
David Driscoll:
Okay, that's really helpful. I think the message right there is this innovation is going to continue at a strong pace, my follow up is just on the hurricanes, so I believe that the two major hurricanes one was at the end of August, one was at the beginning of September. So can you just maybe walk me through a little bit here of why the pantry loading would impact December and January, i.e. next quarter fiscal third quarter shouldn't we have seen any kind of negative impacts in like October and November? I'm thinking that this stuff should have been contained but I feel like your comments have been telling us about 2Q benefits from hurricanes that will negatively impact Q3. So I'm really just trying to get a sense of the size and really a little bit of the rationale behind it?
Sean Connolly:
Yes, I think in our retail business, David, the dynamics we saw in the hurricane were very similar to the things that I've experienced throughout my long career in the world of food, which is when you have shelf stable goods that are either in meals or in snacks, you're tended to see a fair amount of stocking both warehouse stocking with customers and pantry stocking in and around the hurricanes. And in my experience there're almost always higher levels of stocking than there is immediate term consumption. So what we experienced, what we experienced last quarter to me was textbook with what I've experienced throughout my career. There is one particular nuance that's worth mentioning, which is specific to Chef Boyardee, just to provide a little bit more color on this and that is that our quarter two Chef saw some pretty significant impact on Chef we had previously negotiated much higher impact merchandising events in quarter two this year than last year with those key events timed around back to school. So in other words, we planned more trade support in the quarter. As it turns out, those major events that we planned upfront just happened to coincide timing wise with the hurricanes and the effect this had was to move a ton of volume but at compressed gross margins. So while inflation on his brand was up a good bit, the hurricane fueled sales spike came while the brand was on deal for back to school, so while we got far more takeaway than we originally expected, we also got a bit more margin compression on that business than we expected and higher absolute trade expenses and to your point as we mentioned earlier because a fair amount of that is sitting in could we believe is sitting in consumer pantries we expect to get some of that back in Q3 as consumers work through that inventory and that dynamic there is not different from what I've experienced before.
Brian Kearney:
One more question, I think we've got.
Operator:
The next question comes from Jason English with Goldman Sachs. Please go ahead.
Jason English:
Hey, guys. Thank you for squeezing me. I really appreciate it and congratulations really been in the trend here and top line it's encouraging to see. We've covered a lot of ground , so just kind of follow off on a couple of the questions already asked, first on Rob Moscow's question about less on the trade spend side a bit more on retailers taking some margin. We're clearly seeing it selectively in soup right now; can you give us a little more clarity on whether you're seeing in any of your categories?
Sean Connolly:
Yes, we are seeing it, but let me go back to what I said before on this, because I think it's a really important point and I think it's a different experience with ConAgra than maybe what you all see elsewhere in the industry which is on a lot of our brands we saw a retailer margin compression for years and the reason that happens because our brands were locked into very low price points usually a dollar or a $0.99 or a $1.99. So in other words, over decades ConAgra saw compressed margins and our retailer saw compressed margins and as you can imagine and I mention as before when we talked to retailers about our aggressive innovation slate, one of the reasons why they were very supportive of it and our goal to modernize brands was actually the opposite of what a lot of times we hear about, which is a desire to take prices lower in our case it was a desire to take prices higher. And as we did that build back in better retailer margins so case in point there is Healthy Choice Power Bowls. We still have a small sliver of Healthy Choices that are these classic meals that are sold to older boomers that business has gotten smaller as we kind of sunset that piece of it but we are replacing it with higher margin. Higher dollar in businesses like Healthy Choice simply and now Healthy Choice Power Bowls, which are not only higher price points but better margin structure for our retailers. So we are participating and rebuilding retailer margins but in our case we're doing in the context of modernized brands with higher absolute price points and higher absolute food quality.
Jason English:
Thank you. That's really helpful and then one quick follow-up to I think Goldman's question on retention of tax benefits you made a comment about ramping trade spend both in the wake of your success both in the -- ahead of your innovation space, but also you referenced anticipation tax reform. Should I interrupt to mean that we should expect a bit more trade, a bit more promo in the wake of tax reform and other portfolio? And because you do you dabble a bit of private label on I'm curious your perspective there. In a post tax reform environment we already in the bid process it's been pretty aggressive would you expect the benefits to bid away more rapidly in private label and is there any risk that causes price gap issues and this isn't just a ConAgra question it's an industry wide question any perspective you could share be appreciated?
Sean Connolly:
On that latter piece, Jason, I'm not any more concerned this quarter than I've been previous quarters about private label as I've mentioned before. Private label on average under indexes in our categories it's about a 70 index versus food on average and in key strategic categories like frozen it's significantly lower than that so I'm not anticipating any change, it's not built into our planning posture in terms of private label interaction getting to be more of a headwind. With respect to investing behind our business in trade but I wouldn't over think this is a simple way to think about it is we were in launch mode in the front half of this year and we knew, we have we want to support our brand because we're trying to build future cash flows here by reestablishing consumer loyalty and household penetration on our brands and when we saw the early traction on the business when we saw we got up to a fast start of the year and fueled in part by a high degree of confidence, we're going to get a tax return. We made the strategic decision to put more money behind our businesses because we had confidence in our brands and in our innovation and by and large we got the response that we were looking for and that's bit of a higher level of support as we continue to launch stuff through the back half of the year and then next year we will wrap some of these levels investments will be baked into our core, so I wouldn't anticipate another step up as we move into the out years I think we're going to kind of get it in our base here as we proceed. But at the end of the day the fact that we've got traction on these brands and our investments are working in terms of driving consumer trial, and we have confidence in the products themselves to drive repeat. This is all part of a positive flywheel in our view.
Operator:
This concludes our question-and-answer session. I would like to turn the conference back over to Brian Kearney for any closing remarks.
Brian Kearney:
So, we weren't able to get to everyone in the Q&A queue, but Investor Relations is around for the rest of the day for any follow-up discussions. So, as a reminder, this conference is being recorded, and will be archived online as detailed in our release. Thank you for interest in ConAgra Brands.
Operator:
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Executives:
Brian Kearney - Director of IR Sean Connolly - President & CEO Dave Marberger - CFO
Analysts:
Andrew Lazar - Barclays Capital Ken Goldman - JPMorgan Alexia Howard - Bernstein Matthew Grainger - Morgan Stanley Jason English - Goldman Sachs David Driscoll - Citi Research Bryan Spillane - Bank of America/Merrill Lynch Akshay Jagdale - Jefferies Robert Moskow - Credit Suisse
Operator:
Good morning and welcome to the ConAgra Brands First Quarter of Fiscal Year 2018 Earnings Conference Call. All participants will be in listen-only mode. [Operator instructions]. After today's presentation, there will be an opportunity to ask questions. [Operator instructions]. Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney, Director of Investor Relations. Please go ahead, Sir.
Brian Kearney:
Good morning, everyone. During today's remarks, we will make some forward-looking statements. While we are making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. So, if you would like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, we refer you to the documents we filed with the SEC, which include cautionary language. Also, we will be discussing some non-GAAP financial measures during the call today. The reconciliations of those measures to the most directly comparable GAAP measures for regulation G compliance can be found in either of the earnings press release or in the earnings slides, both of which can be found on our website at ConAgrabrands.com/investor-relations. Now, I’ll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thank you for joining our first quarter fiscal 2018 earnings conference call. We delivered strong results in Q1 and are pleased with our start to the year. Before I get into the details of the quarter, let me take a step back and provide our perspective on the overall environment and how we are approaching the opportunities that lie ahead. Roughly 2.5 years ago, we saw the need to take bold actions to address internal challenges that we faced as a company, as well as the rapidly changing dynamics in the market. We set out an aggressive plan to strengthen our foundation and build the necessary capabilities to enable us to drive growth into the future. As we’ve discussed, we took a number of actions on this front, including reenergizing our culture and organization, reducing our cost base, and rebuilding our growth capabilities to reshape ConAgra Brands into a focused, higher margin, more contemporary and ultimately higher performing company. Our goal was not only to maximize shareholder value, but also to do a better job for our consumers and our customers by way of stronger brands. It's unmistakable that today, ConAgra is better positioned to drive value creation. Becoming a pure play branded CPG company has enabled us to zero in on the critical elements necessary to improve performance. We've shifted our focus to value and a strategy based on renewed brand relevancy. We've been aggressive around SKU optimization, we’ve become more disciplined around our A&P support and we continue to strengthen our innovation capabilities, as reflected by the new products that we are currently bringing to market. We have a deep commitment to operating with a leaner approach, and as you have seen, our margins are far stronger. By relentlessly following the portfolio management principles we shared at our Investor Day, we've positioned the company for long-term value creation. Now, that said, it is not lost on us that the sentiment surrounding our industry is laced with a high level of pessimism, but I can tell you that at ConAgra, we remain optimistic. As we were 2.5 years ago, we are clear eyed about the changes and challenges we see in the marketplace, but we also see this dynamic as offering opportunity. Our optimism is grounded in our analysis of consumer behavior, which we believe provides a roadmap for what we need to do to drive growth. In fact, much of our plan is built around our view that if we study the growth pockets in our industry and then adapt our iconic brands so that they incorporate modern food benefits and attributes, we will deliver value to our consumers, our customers, and to our shareholders. It's hard work; but the endgame is clear. In order to grow, we have to modernize, innovate, and renovate our portfolio, and that is exactly what we are doing. Turning now to Slide 7, you can see the cadence we laid out for how our transformation would unfold. We are now in the middle innings of our journey and remain squarely on track. The last couple of years were about resetting our topline as we upgraded the quality of our revenue base. Now in fiscal '18, our goal is to further improve our topline trends as our innovation pipeline and new marketing programs take hold in the marketplace. Meanwhile, margin expansion will continue to be a core pursuit at ConAgra. While we’ve made tremendous progress, our work is not done. We still have a lot of opportunity in front of us and we will continue to chip away at margin opportunities and strengthen our innovation programs in order to improve our growth prospects. We got off to a strong start in the first quarter of fiscal 2018. Our adjusted EPS for the quarter was up nearly 18% from the prior year and exceeded our expectations. We continued to make progress on our margin expansion agenda, despite the higher-than-expected inflation. I'll provide a bit more color in a moment about how we are bending the trend from a sales perspective, but we’re pleased with our progress. Our sales trends continue to improve, and that improvement is accelerating. We have continued to make progress in modernizing our portfolio through strong innovation, which is performing well and through recent acquisitions. As evidence of our conviction regarding our long-term plan and value-creation potential, we repurchased approximately nine million shares of common stock for $300 million during the first quarter. The bottom line is that we're encouraged about our first quarter performance, and we are reiterating our 2018 guidance. We remain unwavering in our focus on driving the centerline of our profitability up over time and we are committed to continue taking the right actions to position ourselves for the future. Turning to Slide 9; in the first quarter, we again delivered strong margin performance. In addition to the gross margin improvement I touched on a moment ago, you can see we also drove 110 basis points of adjusted operating margin improvement compared to Q1 of last year. It's important to keep in mind that because we had minimal new innovation a year ago, we had atypically low slotting investments in our base period. In first quarter of this year, we re-committed to innovation and the associated infusion of slotting back into the P&L served as a transitory headwind to our margin expansion. The way we think about it, our unaffected gross margin expansion this quarter is plus 61 basis points, which excludes incremental slotting related to new innovation. Going forward, the incremental slotting related to new innovation will become part of the base and not have the same magnitude of impact as we continue to roll out new products. Overall, our strong margin performance continues to be enabled by the success of our value over volume strategy and the supply chain productivity work. Turning to the top line and our progress and continuing to bend the trend in our sales performance. 2.5 years ago, we set out to improve the quality of our revenue base by cutting back on excessive promotion, rationalizing a long tail of low performing SKUs, and renovating our brands to include the attributes that today’s consumers demand. Our actions are reflected in the charts on slide 10. On the left-hand side of the slide, you can see our distribution performance, shown here as TPDs or total points of distribution, is beginning to improve. We expect these trends to shift to net gains in the back half of the year, as the pruning of low performance SKUs abates and new innovation continues to roll out. Importantly, we have continued to increase sales velocity, as we upgraded the quality of our TPDs. When we modernize our products and discontinue weak SKUs, you can see that we are reconditioning our shoppers to purchase updated products off the shelf at full margin, and the velocities are getting better every time we look at the data. As distribution increases throughout the year, this will drive continued improvement in base dollar sales. As you can see in the chart on the right, this improvement is already materializing. Looking now at organic net sales, our disciplined approach to resetting the top line continues to show progress, with Q1 delivering a 250-basis point increase versus fiscal 2017. Importantly, our branded domestic retail segments, where we are farthest along with our action, are performing even better. This improvement is coming off a healthier, less promotional base business, with a greater percentage of volume coming from loyal households at higher margins. What you can't see from this chart, is that as we moved through the quarter, trends accelerated. Our scanner data, however, does reveal this acceleration. Take a look at the last five weeks here on slide 12. On the left, you see total ConAgra domestic retail sales were down 1%, which reflects steady improvement as compared to the last 13 weeks, and the last 52 weeks. And keep in mind, this is a period where our new products are just shipping into the marketplace. Looking at the chart on the right, you see the top line improvement is particularly dramatic in our frozen single serve meal business, which we believe is the best proxy for the traction of our plan. As you know, our brand renovation work last year focused on frozen, given its scale and therefore represents the bulk of our new innovation this year. Early days but very promising. Overall, you can begin to get a sense for why we feel good about our growth algorithm, both this year and long term. One of the most compelling reasons for our optimism is the strong sell-in and early success of our new innovation slate. You see a sample of these exciting new innovations on this page, most of which are shipping in the first half of the year. The products are the result of our actions to refresh our iconic brands and are over-indexing to new, young, higher income consumers with bold, on-trend flavors. While we started rebuilding our innovation slate with our primary focus on our frozen business, you can expect to see us apply the same level of rigor and discipline across our portfolio as we go forward. In addition to modernizing our existing brands, we have added new on-trend brands to our portfolio. This includes Frontera, where we recently applied our expertise in frozen to extend the brand into single serve meals and Wicked Kitchen, which is a millennial focused brand we’ve built with wickedly bold flavors and highly innovative packaging. In our snacks business, the integration of tenacity foods is on track and Duke's and BIGS were strong contributors to the grocery and snack segment during the quarter. The encouraging performance of these brands illustrates the value of contemporizing our portfolio through both acquisitions and in-house development to extend into faster-growing, more premium segments. Now, I can imagine that with all of this new activity, some of you were probably thinking that was going to mean a significantly higher marketing expense in the quarter. Actually, that was not the case. As you can see from this chart, when you net slotting and A&P, our marketing spend in Q1 was roughly flat compared to year ago. Frankly, funding our new innovation slotting costs with reductions in A&P made sense. First, we have to build distribution and awareness, then we drive trial. Therefore, in Q1, we shifted our mix to more slotting, and we expect that mix to shift back to A&P and as our new products achieve full distribution, we expect total A&P spend to increase year over year. In the first quarter, this mix shift towards slotting meant accepting a gross margin and net sales headwind, which, of course, was a non-issue for operating profit and margin. As you probably saw, just last week, we announced the agreement to acquire Angie's Boom Chicka Pop, a leader in the fast growing better for you snacking segment, which complements our existing snack business. The $250 million transaction builds on our efforts to refresh our portfolio and accelerate growth through modernizing acquisitions. It also provides an important beachhead in the growing ready to eat popcorn category. The Angie's team has built a tremendous business, which is on track to generate approximately $100 million in net sales by the end of calendar year 2017, which is when we expect to close the transaction. The positive energy that the brand conveys, along with the bold flavors and whole grain goodness of the product are squarely on-trend with today’s consumer tastes. Given these characteristics, we think the brand is highly extendible. As we look ahead, we will continue our two-pronged M&A strategy, focused on both smaller modernizing and larger synergistic transactions. As you have seen, we are committed to undertaking transactions that can be accretive to our margins, sales, and provide a good return. As we look at other M&A opportunities, including larger deals, that commitment won't change. Right now, we have the organizational interest, we have the capacity, and we have the balance sheet. We are always prospecting for something that fits, is actionable, and is reasonably valued. And as you know, we will also continue to look at opportunities to exit non-strategic brands in an efficient manner using our tax asset. I will wrap up with slide 18. In summary, we had a strong start to fiscal 2018, and are confident in our ability to build this momentum going forward. Looking ahead, executional excellence remains a key focus in everything that we do, as we are counting on our innovation to continue to perform as we move throughout the year. As we just discussed, we'll stay active in our pursuit of value enhancing M&A and we will be relentless about doing what is necessary to deliver our long-term algorithm. With that, I will hand it over to Dave.
Dave Marberger:
Thank you, Sean, and good morning, everyone. Before I start, I want to review our basis of presentation. Lamb Weston and the related joint ventures were reclassified as discontinued operations in the second quarter of fiscal 2017. The commercial reporting segment only includes the historical results for the Spicetec and JM Swank businesses, which we divested in the first quarter of fiscal year 2017. References to adjusted items, including organic net sales, refer to measures that exclude items impacting comparability. These items are reconciled to the closest GAAP measures and tables included in the earnings release and presentation deck. Please see the press release for additional information on our comparability items. Moving on to our results, you can see on Slide 20, that we continue to make strong progress improving our financial profile as we reshape our portfolio. Reported net sales for the first quarter were down 4.8%, and organic net sales were down 3%, reflecting sequential improvement against our fiscal 2017 organic net sales growth rate of minus 5.5%. As a reminder, starting in fiscal 2018, organic net sales excludes the impact of FX, divestitures, and acquisitions until the anniversary date of the transaction. Adjusted gross profit dollars were down 4% for the quarter. The decline was driven by lower volume, higher than anticipated inflation, the Spicetec and Swank divestitures, and increased slotting investment to support Q1 innovation. These were partially offset by improvements in price mix and supply chain realized productivity. Adjusted gross margin was 29.2% in the quarter, an increase of 26 basis points year-over-year. Improvements in price mix, realized productivity, and margin accretion from the divestitures offset the impacts of slotting, inflation, and FX. Inflation came in at 4.4% of total cost of goods sold for the quarter, driven mostly by increases in proteins, peanuts, and packaging. As you saw in the fiscal 2018 full year outlook section of our earnings release, we have updated our inflation estimate to 3.3% from 2.7%. We expect second quarter inflation to be in line with the first quarter, before it moderates in the second half to get to 3.3% for the full year. Adjusted SG&A decreased 9.6% or $19 million in the first quarter versus a year ago, driven primarily by the timing of IT projects and lower incentive compensation expense. SG&A as a percentage of net sales was 9.7%, which remains top tier in the industry. A&P expense decreased 15.2% or $10 million in the first quarter as spending moved to later quarters to support the new product innovation after distribution. The first quarter 2018 had incremental slotting investment to support distribution. Total A&P and slotting investment taken together were approximately flat for the first quarter 2018 versus the prior year. Adjusted operating profit was up 2.2% for the quarter, fueled by the drivers I just referenced. Adjusted operating margin continued its strong improvement, expanding 110 basis points to 16.5%, compared to the prior year. The first quarter had a higher adjusted operating margin than our full year fiscal 2018 outlook due to the timing of adjusted SG&A and A&P. Adjusted diluted EPS was $0.46 for the quarter, which was up 18% and exceeded our expectations. I will discuss the drivers of this strong increase shortly. Slide 21 outlines the drivers of our first quarter net sales change versus a year ago. Organic net sales were down 3%, driven by volume declines in grocery and snacks, international, and food service. Partially offset by volume increases in refrigerated and frozen from new products. Price mix increased 2.3%, driven by trade efficiencies, pricing actions, and mixed benefits across all segments. As we mentioned in our fourth quarter fiscal 2017, we are implementing our value over volume strategy more aggressively in international and food service this year. The acquisition of the Frontera, Duke's, and BIGS brands in 2017 added about 170 basis points to the first quarter net sales growth rate, but notably the divestitures of Spicetec and Swank reduced growth approximately 370 basis points for quarter. As Sean just discussed, our planned strategic approach to bending the organic sales trend is on track. Slide 22 highlights our net sales and adjusted operating profit by reporting segment. Consistent with our value over volume strategy, every segment delivered adjusted operating margin improvement during the quarter. In our grocery and snacks segment, reported net sales were down 1.5%. The acquisitions of Frontera, Duke's, and BIGS added 3.6 percentage points to the reported net sales growth rate. Total organic net sales were down 5.1%, driven by a volume decline of 5.9%, partially offset by an 80-basis point increase in price mix. Grocery and snacks continued the planned actions to improve trade productivity and discontinue low performing SKUs. This was particularly evident in the first month of this quarter, where we opted not to repeat deep discount merchandising events on a handful of center store brands. Accordingly, the net sales decline in the segment abated materially as the quarter progressed, continuing into the second quarter. Adjusted operating profit was $183 million for the quarter, down 1.2%, but adjusted operating margins increased 7 basis points to 24.6%. In our refrigerated and frozen segment, reported net sales grew 1.8% and organic net sales grew 1.3% as the acquisition of Frontera added 50 basis points of growth in the quarter. Organic volume increased 1.4%, driven by new products with price mix flat as price and trade productivity increases were offset by 90 basis points of incremental slotting investment to support the new product launches. Brands that drove growth in the first quarter include iconic brands, Marie Calendar's and Healthy Choice and the new Frontera frozen business. Adjusted operating profit in refrigerated and frozen was $102 million for the quarter, up 4.9% due to increased sales, supply chain realized productivity gain, and A&P timing, partially offset by inflation and incremental slotting expense. Refrigerated and frozen adjusted operating margin was 16.6%, up 49 basis points versus Q1 a year ago. In our international segment, reported net sales were approximately $191 million for the quarter, down 2% versus the prior year. This reflects a 7.7% decline in volume, partially offset by a 4.1% improvement in price mix, as the international team continues to focus on value over volume. FX favorably impacted net sales in the first quarter by 1.6%. Adjusted operating profit was $19 million, up 29.1%, versus the prior year, and adjusted operating margin was 9.9%, up 238 basis points. The operating profit improvement was driven by favorable trade efficiency, pricing, and mix, partially offset by the negative impact of lower volume. In our food service segment, net sales were approximately $252 million for the quarter, down 6.1%. Volume was down 17.6%, but price mix was up 11.5%, as we applied our value over volume principles and exited the low performing and non-core businesses. Adjusted operating profit was $23 million, a decrease of 1.4% versus the prior year. Adjusted operating margin was 9.2% for the quarter, an increase of 44 basis points. Favorable price mix and SG&A savings partially offset the negative impacts of the volume declines. Adjusted corporate expenses were $29 million for the quarter, down 15%, reflecting the benefits of our SG&A reductions previously discussed. Moving to Slide 23, this chart outlines the drivers of the 18% adjusted diluted EPS improvement in the first quarter versus a year ago. As we expected, volume declines negatively impacted EPS as we continue our value over volume strategy. This was partially offset by the adjusted gross margin improvements. The tailwinds for gross margin in the quarter were trade efficiency, pricing and mix, and realized productivity. The headwinds for gross margin were inflation of 4.4%, slotting, and unfavorable FX. EPS also improved from lower SG&A and A&P expense, and increased equity earnings from our Ardent Mills joint venture due to favorable market conditions and continued improvements in operating efficiencies. For the remainder of fiscal 2017, we are not forecasting this level of year on year improvement for Ardent. Interest expense drove $0.03 of EPS improve due to our lower debt, and EPS improved $0.02 from our share repurchases. The adjusted effective tax rate for the first quarter was 33.9%, which reduced EPS $0.02 in the quarter, due to a lower tax rate in the prior year, driven by stock compensation deductions. The impact of acquisitions and divestitures reduced EPS $0.01 for the quarter. Slide 24 summarizes selected balance sheet and cash flow information for the quarter. Net cash flow from operating activities of continuing operations was $142 million for the quarter, down from 208 million for the same period a year ago, due mostly to an increase in inventory from our acquisitions and the launch of new products, along with the timing of tax payments. We repurchased approximately 9 million shares of stock, at a cost of approximately $300 million in the first quarter. We ended Q1 with net debt of $3 billion as planned, up from $2.7 billion as of the end of fiscal 2017. We remain committed to an investment grade credit rating for the business. In late May, we announced the sale of our Wesson Oil business. As disclosed in this morning's release, we received a second request from the FTC in connection with their review of the transaction. We intend to cooperate fully with the FTC as it conducts its review. Also disclosed in today's release, we have recently entered into an agreement to acquire Angie's Boom Chicka Pop for $250 million, net of cash acquired and a working capital adjustment. We expect to close the acquisition of this business, which is on track to generate about $100 million in annual sales, by the end of calendar year 2017. On slide 25, we reiterate our fiscal 2018 financial outlook. We expect reported and organic net sales growth to be down 2% to flat. As mentioned earlier, organic net sales excludes the impact of FX, divestitures and acquisitions until the anniversary date of the transaction. We expect adjusted operating margin in the range of 15.9% to 16.3%. On the Q4 fiscal 2017 earnings call, we communicated that we expected 2.7% inflation rate for fiscal 2018. We now expect the full year inflation rate to be 3.3%, and we expect the impact to be weighted towards first half of the fiscal year. Also, we continue to expect cost savings from realized productivity to be weighted towards the second half of fiscal 2018 due to the timing of projects. We expect the effective tax rate to be 32.5% to 33.5%, and expect adjusted diluted EPS from continuing operations of $1.84 to $1.89. We expect to repurchase approximately $1.1 billion of shares in fiscal 2018, subject to market and other conditions, including the absence of any synergistic acquisitions. Our fiscal 2018 outlook includes the full year estimated financial results of the Wesson business, since the sale was still pending, but does not include the P&L impact of the pending Boom Chicka Pop acquisition. In summary, ConAgra Brands continues to make excellent progress. We continue to bend the trend on organic sales. We have made great progress upgrading our volume base. Gross margins and operating margins continue to grow despite increased inflationary pressures. Our balance sheet is strong and gives us the flexibility to pursue acquisition opportunities to drive shareowner value. Overall, we are on track and confirm our full year fiscal 2018 guidance. Thank you. This concludes my formal remarks. Sean, Tom McGough, and I will be happy to take your questions. I will now pass it back to the operator to begin the Q&A portion of the session.
Operator:
Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. To provide equal opportunity to all parties, we ask that you limit your questions to one and a single follow-up. [Operator instructions] And our first question will come from Andrew Lazar of Barclays. Please go ahead.
Andrew Lazar:
Good morning, everybody.
Sean Connolly:
Hey Andrew. Good morning.
Andrew Lazar:
Good morning. First question would be in the refrigerated frozen space, obviously you noted positive year-over-year volume. And I'm just trying to get a sense of how you feel -- what you are thinking about the sustainability of that? And I guess the question is, do we -- should we expect that we trade volume down a little bit and pricing up a bit as trade spend ramps down as we go forward? Or would you anticipate that sort of positive volume track to continue to go through the fiscal year?
Sean Connolly:
Sure, Andrew. Let me start that and, Tom, if I miss anything, you can round it out here. I think we're just getting started on frozen. You're seeing positive results from us overall, but I think that one slide I put up was pretty important, which shows we moved into positive territory, really on the back of improved velocities. We still have not yet turned the corner into positive territory in terms of total points of distribution. So, as I look forward and I think about maintaining positive velocities, but also linking that up with a move out of declining total points of distribution into positive net gains of total points of distribution, our results should get stronger. So, we're off to a bit of a better start than we expected. Frankly, we are just getting warmed up. If you [indiscernible] out of the quarter and you think about the frozen section in general, as I've been saying for several years now, the entire space is ready for massive innovation and overhaul and so I think what you're seeing is the early days of the opportunity that I see in this frozen space and we feel like we're leading the way.
Andrew Lazar:
All right. Thanks for that. And then that kind of leads into the next question, which is the overall, I guess renaissance we're seeing in some of the growth that's being put up in the frozen space overall. It's true that you and the other players are obviously innovating in a bigger way. I'm trying to get a sense, do you think that’s -- I don't want to say that that was easy, but, was all it took was the major players to sort of get on board with improving the quality of the food and all of that? And it really ultimately never had anything to do with the frozen states or the temperature state, if you will, and it was just about giving, making this more relevant or is part of this -- what was recession-related for a period of time, where individual frozen meals were out of favor for families looking to -- on a budget? I'm trying to again a sense of what is leading to this renaissance a bit and again, with an eye towards the sustainability of it.
Sean Connolly:
Andrew, let me -- I think this is a really important point, because our view here is that a lot of what you saw in frozen was self-inflicted. I can take that even to broader food and big food to be specific. There's been, as I mentioned in my prepared remarks, a lot of pessimism out there. And I think our attitude is, look, these are dynamic times, no doubt. But, it seems to me that the notion that the sky is falling is a bit too much, isn't it? I mean, we view it as our job to navigate change in a way that sustains our competitiveness, continues to mine new opportunities and create value and we feel like we are doing that. The good news is we are two and a half years into this. So, we’re not just getting started. And the place we are farthest along is frozen. Now we have got to turn our attention and do similar things in other areas where we see growth opportunities within our portfolio, as an example, snacking where you see we have been active, particularly in M&A in the last year.
Operator:
The next question will come from Ken Goldman of JPMorgan. Please go ahead.
Ken Goldman:
Hi. Thanks very much. Two from me, if I can. And I apologize if I missed this first one, but there's a lot going on this morning. Is there anything unusual in terms of comparisons with last year, investments, et cetera, that we should be aware of in the second quarter in particular? I know you have given guidance on the first half and the timing and the cadence and all that. I just want to make sure we’re not missing anything as we model this out a little bit. Because I know that some people were maybe overlooking the last quarter of the slotting fees a little bit.
Dave Marberger:
Yeah, Ken, let me take that first and then, Sean, you can build on it. If you look at this quarter, Ken, and you look at our gross margin, there were a lot of moving pieces to this, right? So, if you look at our overall gross margin improvement, about 30 basis points, you had slotting, which was negative impact of about 35 basis points. You had FX, which actually negatively impacted gross margin about 20 basis points and then you had the favorable impact of divesting Spicetec and Swank, which was about 50 basis points positive. So, if you look at those three things, they kind of net out, right? And we have now finally wrapped on the divestiture. So, to your question, Q2, that will no longer be there. So now you are just down to in Q1, the price mix benefit on gross margin was about 130 basis points positive, but the net inflation costs was about 110 basis points of a headwind getting to our 26-basis points improvement. So, I look at that has since our inflation, we expect to be similar in Q2, that sort of relationship should move to Q2. We still will have some incremental slotting in the second quarter, because some of our products are in Q2 as well, with our banquet products. So, there will be some incremental slotting in the second quarter as well. So, that's why we talked about the first half, there being most of the incremental slotting. So, hopefully that was able to paint a picture, but that's how I see the second quarter kind of flowing out.
Ken Goldman:
That's very helpful. Thank you. And then, Sean, coming out of Andrew Lazar's recent conference, I still refuse to call it anything other than back to school, Andrew, but, some people came away from their conversations with you feeling like maybe you were signaling a little bit that you are willing to take on a deal that's not necessarily accretive year one, or maybe it'll take some time to build accretion. Maybe preparing people for a bigger deal that might cost a little more than what they thought. Is that a fair takeaway? Were people coming out of that with the right attitude? Or maybe I wasn't there, obviously. Were people misreading some of the signals you were sending?
Sean Connolly:
Well, what I can tell you, Ken is I don't think I said those things but it's -- there are obviously always different interpretations of what I say. So, let me try to clarify how I think about larger M&A. We think about it, number one, in terms of does it fit strategically? Does it help us become a company that delivers stronger returns for the long haul? And, obviously, we have to really sharpen our pencils in terms of what kind of synergies we can get, so we can understand the cadence of the returns that we can get. And then, ultimately, once we’ve done those things, it comes down to is the deal reasonably valued? And is the deal actionable? And when those things fall into place, we are prepared to move. And as you can see from our balance sheet, we have got the fire power to do something of some scale. That doesn't foreshadow specific-- any specific actions because obviously we don't have anything to report. But, as I mentioned in my prepared remarks, we are always on the lookout for those key success criteria of ours aligning. And if we have something to report, you guys will be the first to find out.
Operator:
And the next question will be from Alexia Howard of Bernstein. Please go ahead.
Alexia Howard:
Good morning, everyone.
Sean Connolly:
Hi Alexia. Good morning.
Alexia Howard:
Hi. So, can I ask about the drivers of the margin expansion from here? It looks as though there was a bit of slowdown on the gross margin side, which I understand was largely to do with slotting, but it is a slowdown from what we saw in fiscal '17. Clearly the SG&A is still experiencing quite a bit of cost cutting in there as well. Can you just give us more of a qualitative description as things play out during fiscal 2018, how you expect the drivers of those margin trends to shape things? Thank you.
Dave Marberger:
Sure. Let me talk about gross margins holistically for our company, because I think it's an important part of our story. We were very clear a couple of years ago that we lagged the industry materially in gross margin, where the industry was roughly at 36. We set a 2020 goal of getting our company to 32. We are squarely on track to achieve that goal. We reiterated that guidance today. We have made tremendous progress in the last few years, putting 500 basis points or so of gross margin on there. Back at our Investor Day, we articulated that the year-on-year progress would slow down, and for obvious reasons, but I think going forward, we have no doubt we can continue to chip away at our gross margin performance. And when you think about the drivers of gross margin, to your question, as I have outlined previously, we actually pursue quite an array of drivers, everything from pricing, improved pricing capabilities, trade efficiency, productivity in our supply chain, channel mix, brand mix, all of these things, margin accretive innovation, all of these things are central pieces of our gross margin expansion agenda. So, these are all things we are working. The only other thing I will make the point of, again, is that there will be some volatility in gross margin expansion quarter to quarter, based on any number of factors. It could be that we have got more slotting in a particular quarter and less slotting in another quarter. It could be that we are in the early days of a shift from a deflationary environment into an inflationary environment. So, we experience inflation in cogs and haven’t yet gotten pricing into the marketplace. These are transitory dynamics. I don't get too caught up in those and it's why I talk about us being focused on moving the center line of our profitability north over time and trying to reduce that standard deviation around the center line by each year as we get better in terms of operating the company.
Alexia Howard:
Great. And on the grocery and snacks business, the volume declines seemed to pick up again this quarter. They were a little better last time. It looks as though you are pulling back on ineffective promotional activity, which makes sense, but how do you walk the tightrope between the volume declines, the promotional activity, and profitability? Are you going to just keep current course and speed for the time being?
Sean Connolly:
Yeah, let me talk about that. Dave made some important color commentary remarks in his comments earlier about this, which is that a lot of what you saw leading to that total grocery and snacks decline in the first quarter was really isolated to the first period. And we did literally have a handful of brands in the first period where a year ago we had very aggressive deep discounting that had been long negotiated in advance with customers. So, you may recall last year I mentioned that with some of these customer deals, you lock in up to 18 months out. So we had some of those remnant deals in there, in particular in period one, on a number of our grocery businesses we had those. So, keep in mind, big picture, we are farther along in grocery and refrigerated. We are working aggressively now in other parts of the portfolio. Grocery is one of those. So, it makes sense for us to get these deep discount deals out of the -- out of the cadence of how we run the railroad here. It creates the wrong consumer impression about our brands. So, you can see, in frozen, as we’ve done that, we are starting to recondition the shopper to think about our brands fundamentally differently, enhanced by more modern, more premium innovation. You may not see the same level of intensity in our grocery and snack business overall. You will see us pick our spots. But you will see us back away from some of these legacy practices still. And we did that in period one and we saw material improvements in trends after we got through period one, moving into Q2.
Operator:
And the next question will be from Matthew Grainger of Morgan Stanley. Please go ahead.
Matthew Grainger:
Hi, good morning. Thanks for the questions. I just wanted to come back to the uptick in inflation guidance. For the full year, it's still within the range that you can deal with using productivity, but on some of the selected commodities you mentioned. Can you talk about the balance between offsetting that inflation through selective price increases along with positive mix and restaging? And to the extent you are having conversations with retailers about pricing in the current environment, how those are going?
Sean Connolly:
Sure, Matt. Let me take that and, Dave, if I miss anything, please chime in. We are taking pricing in the current environment. We are experiencing inflation and, as you might imagine with a portfolio as diverse as ours, it does not apply equally to each and every brand. So, if you consider peanut butter as an example, that's a product where it's obvious to everybody that the key commodity input was inflationary. We took price. Frankly, we have seen others in the category take price and the customer is aware of that as well. So, we have been taking price. But our overall efforts to manage margin, as I just mentioned to Alexia, is more than price. It's all of those levers I just talked about. But we are taking price. We are very clear eyed with our customers about our need to do that. And frankly, our relationship with our customers, in my judgment, since I have been here anyway, has never been better, because our customers are keenly aware that the ConAgra portfolio has a vast number of choices that offer exceedingly good value. What our customers really wanted from us is to see these iconic brands to get into the modern era, to see better food quality, to see modern food attributes, and in many cases to see their own customer margins begin to grow again, because they have been compressed for so long as the company had so many brands that were locked into these exceedingly low-price points. So, we have been highly aligned with our customers and, frankly, now the conversation with our customers is all about innovation. And the question we keep hearing is what's next?
Matthew Grainger:
Okay. Great. Thanks, Sean. And then just on a separate topic. I mean, none of us really know if or when or how tax reform is going to happen, but just from a -- I'm sure you are going through scenario planning related to outcomes that might occur over the next 12 to 18 months. And the big question is sort of if corporate tax rates do get lowered, how much of that do you consider taking through to the bottom line to free cash flow? How much of it gets reinvested in a more accelerated way in the P&L? I guess just any -- I know it's a bit speculative right now, but any thoughts you can share on that?
Sean Connolly:
Yeah, Matt. So, obviously we have been looking at this. This week, the bipartisan proposal came out. But it's really important that we understand the details, right? More specifics around the corporate tax rate reduction, any limitations on certain deductions which would obviously impact us. But generally speaking, I think the legislation should benefit companies that have a higher percentage of their business in the U.S., which would be us. So, we're looking at it. In terms of if there is corporate tax reduction, and there's more cash, we bounce back to our capital allocation, right? In our balanced capital allocation, where -- what do we do with our money and we're looking at our debt. We are looking at share repurchase. We are looking at acquisitions and then investment in the organic business. So, that won't change. And we'll see how it all plays out.
Operator:
Your next questions will come from Robert Moskow of Credit Suisse. Please go ahead. Mr. Moscow, your line is open. You may be muted on your side, sir. Hearing no response, we will move on to the next question from Jason English of Goldman Sachs. Please go ahead.
Jason English:
Hey, good morning, guys. Thank you very much for the questions. Like others, I’ve got two. First, coming back to the inflation backdrop, it's edged up higher on you and quick back of the envelope math suggests it’s, at these rates, it's about a 40-basis point headwind to full year operating margins. But you’re holding operating margins. So, quick question, what are the offsets? How are you successfully offsetting that more onerous inflation outlook?
Sean Connolly:
Well, Jason, here again there's a lot of moving pieces here, right? So, obviously inflation ticked up. But, Sean talked about it. The one element is all the different aspects of price mix, right? So, list price increases, trade efficiency, mix, margin accretive innovation and just accelerating that and continuing to look at how that will flow out for the remainder of the year. We did not give a specific guidance on gross margin in the year, but we did for operating margin. So that obviously, A&P and SG&A impacts that. If you look at SG&A for the first quarter, we were down about $19 million. About half of that decrease was timing and half were real decreases based on costs we had in the prior quarter. So, we continue to look at SG&A and manage that and eliminate unnecessary costs. And we feel good about the progress there. So, when you take everything together with the pricing and how that flows out, the realized productivity that the supply chain is continuing to deliver, which is on track, and then our focus on SG&A. We still feel comfortable with the operating margin guidance.
Jason English:
That's helpful. Thank you. And then the second question comes back to the grocery and snacking business. First, congratulations on refrigerated and frozen and how you successfully bent the trend there. It's encouraging to see. Is it fair to draw some parallels between the initiatives that you have effectively deployed there and the initiatives that are coming on grocery and snacks? And if so, can you give us some color in terms of what any we may stand in, in grocery and stacks, relative to frozen. And really what I'm trying to get at is, A reason to believe you can do the same with groceries and snacks, and B; some sense of what a reasonable timing expectation to see that trend really bend on the forward.
Sean Connolly:
Great question, Jason. Let me tackle that. I think the overarching thing is we don't have to do exactly the same thing in every segment that we have. We’re managing a total portfolio as a single cohort and really pushing growth where it makes sense to push growth. So, if you go back to our investor day and we talked about our portfolio segmentation model, we’ve got clear growers, we’ve got businesses that can move into adjacencies, we’ve got iconic brands that can be reinvigorated, and we have a lot of businesses that we call reliable contributors in the portfolio. Overall, big picture, we see lots more opportunity from here. We are innovating on our growth brands in growing categories. They skew disproportionately to frozen and refrigerated relative to, say, center store grocery. But we are also investing to bolster reliable contributors. Because reliable contributors contribute cash. Our growth brands which are in all parts of our portfolio use more of that cash and offer more top line. So, this is a fly wheel type operation that we have got moving in the right direction and we think we can accelerate it further from here. There are growth pockets, clearly, within grocery and snacks, some in grocery, some in, clearly, obviously in our snacks business. But there are also plenty of reliable contributors in that grocery business that are very high margin, high cash flow, and we just have not really renovated them yet and modernized them. So, that’s -- We will do that. Those businesses, some of them may not -- Chef Boyardee is an example -- we may not look at Chef as needing to become a growth engine, but it does need to reliably contribute because it's big. It's in tens of millions of households, it’s high margin-high cash flow, and it provides a lot of fuel for growth both in other parts of grocery and snacks and in frozen.
Operator:
And your next questions will be from David Driscoll of Citi research. Please go ahead.
David Driscoll:
Great. Thank you and good morning.
Sean Connolly:
Good morning.
David Driscoll:
I wanted to ask a little bit more about frozen. Sean, you called it out as the piece that you really think that people should be focusing on as kind of, maybe, the early proof, in terms of your tea leaf plans and evidence and proof that things are turning. Can you just talk a little bit more about what's going well with the innovation that's hit the market? And I say sometimes I think about it between core brands that are seeing innovation, and then flat out new brands that you are introducing to the market. And I think there's different risk profiles with these. And then just a second related point to this, you showed five-week data that was up 6.7%, and is this the type of growth that you have expected going forward or does it get even better as the advertising kicks in?
Sean Connolly:
Yeah, sure, David. Let me try to tackle that. Frozen is -- we talked earlier-- it’s an opportunity and it's an opportunity and for all the reasons we discussed. And in the early success that we are seeing, I think it's a function of the fact that these products are really good. They are clean label. They are on trend. They taste fantastic. They are in unique packaging. So, many of you got the chance to see some of this stuff at Cagney and its very impressive innovation. But I think one of the things I'm most encouraged by in the very early data we see is the incrementality that we are seeing in some of our customers' data in terms of new purchases into the frozen section, new shoppers into the frozen section. To me, that's the big opportunity here because if you look at millennials as an example, who historically didn’t shop the frozen section. Well, think about it, millennials are living paycheck to paycheck. Perhaps one of the biggest single areas of waste in millennial budgets are the food that parishes in their refrigerator because they have been accustomed to buying refrigerated. We can deliver the equal quality product at better prices, but frozen so it’s not in a state where it’s going to perish and it won't lead to a wasted household balance sheet. So, that's a big opportunity and I think that's one of the key metrics that I want to see more of, along with the fact that we are taking legacy icon brands like Healthy Choice and we’re completely changing the way they show up, so that they suddenly have strong appeal, not to Boomers but to Millennials. So, that's part of keeping brands, legacy brands fresh for the long run. In terms of the balance between iconic legacy brand and start-up brands, as you can tell, by our portfolio, we have both and we think they both play a role. But in terms of what pays the bills, it's icon brands that have modern food attributes, that's where you drive velocity. And that frozen section in a customer’s operation is a true meritocracy business. And you have to ultimately drive velocity in order to perform and we’re seeing that with the icon brands that we’ve renovated. Going forward, yes, trends could strengthen from here. We’ve got -- obviously we are in the trial phase now. So as new products hit the marketplace, we will go from a trial phase to a repeat phase but we are also on a situation where we still are down in terms of net total points of distribution. So as that goes from negative territory to positive territory, that should only help. So, we are not guiding by segment or even by sub segment with frozen single serve meals, but obviously this is going in the right direction.
David Driscoll:
Thanks for the comments.
Operator:
The next question will come from Bryan Spillane of Bank of America. Please go ahead.
Bryan Spillane:
Hey, good morning, everyone.
Sean Connolly:
Hi, Bryan.
Bryan Spillane:
So, I guess, my question is just around the sort of retailer appetite for promotional intensity and -- and even private label. We just hear that theme a lot from investors and, Sean, I guess my question is; as you have gone through the process of eliminating some of the really deep promotions and some of the highly promoted volume, have retailers reached out to try to just promote a different brand or, as you are pulling back on those promotions, are they also sort of looking to pull back on the promotional intensity in some of these categories?
Sean Connolly:
Well, I -- we have received that question a number of times and I think overall, we have not been pressured to lower our prices or dial up the intensity of our promotion, and maybe that's in part because we already have so many brands that offer a tremendous value. I think your point is right, that retailers and manufacturers alike are hungry for improved growth, and the real question is; how do you get there? Now, the default position, and a lot of people I talked to, as well, it must be lower prices but when you actually look at the data, at least within the branded space, a lot of times -- most times, it is not the lowest priced stuff that is actually growing. It's the more premium, more innovative up to date stuff that's growing, and that's really what we are doing with our portfolio. But I think bigger overall point here is that the thing that is going to spur growth, in our mind, is innovation, which is consistent with our belief that the consumer's calculus on what drives value, and their value assessment is much more comprehensive than price alone. And the conversations we have with respect to our portfolio, with our retailers, really align with that.
Bryan Spillane:
All right, thank you. And if I could sneak one more in, just related to the inflation going up a little bit. Are we now -- how much of your commodity cost exposure is locked in for the year or is there potential that it could move one way or another some more as we move through the balance of the fiscal year? Thank you.
David Marberger:
Yeah, we don’t -- that really varies by commodity. The area with the animal proteins where we have been impacted, that really doesn't lend itself to locking in as much. So, obviously, we buy forward, but -- so that's really where we were hit the most along with some of the packaging and Sean mentioned the peanuts. So, we feel we have the best estimate right now, based on all the information we have and we feel good with the estimate at this time. So, Sean, anything to add?
Sean Connolly:
No. I think you got it.
Operator:
The next question comes will come from Akshay Jagdale of Jeffries. Please go ahead.
Unidentified Analyst:
Hi, good morning, this is actually [Luby] filling in for Akshay. I wanted to just clarify your comments on your sales growth expectations. I think you mentioned in your prepared remarks that you expect to see net gains in the back half of the year. Is that correct? I wasn't sure if you were referring to the overall portfolio. And will you have fully lapped all of the SKU reductions by the second half? That's my first question.
Sean Connolly:
Yes, Luby, the net gain comment was with respect to total points of distribution. So, as you think about -- and when I think about the positive net gains versus negative net gains, it's just a net of the stuff we pulled out versus the stuff we have put in. Is it net it positive territory or negative territory. So, obviously last year, we did all takeaways out of the marketplace with SKU rationalization. In Q1, we’ve had more takeaways than we’ve had infusion in. And that’s going to shift as you see some of our SKU rationalization work abate and you see the new products hit the marketplace. So, you’ll see those total distribution points move more towards the positive territory as we move through the second quarter and the second half.
Unidentified Analyst:
That's helpful, thanks. And then I just wanted to ask a question on the Angie's acquisition. So, I think you mentioned $100 million in annual net sales. On our math, we are getting to something in the region of $7 million in EBITDA, which seems pretty low. So, I guess, first question, is that sort of in the right ballpark? And if so, can you maybe talk about why the margins in that business might be as low as they are, and what, if anything, you guys can do to increase those? Thanks.
Dave Marberger:
Well, we haven't given any profitability numbers on the business. So, I'm not sure where got. But what I can tell you is, this is an awesome brand. We can do a lot with it and we are highly confident that we will get a terrific return on our investment.
Operator:
The next question will be from Robert Moskow of Credit Suisse. Please go ahead.
Robert Moskow:
Hi. And thanks for getting me back in. Sorry for the technical problem before.
Sean Connolly:
Hey, Rob.
Robert Moskow:
Hi. When I look at your Nielsen data in the past four weeks, it's in positive territory, and it gets better and better. You have provided slides just on the base sales and obviously that looks better too. But can I look at this past four-week number and assume that this is the new normal, that from an overall perspective, that you can stay positive here? I think your multiple would benefit greatly if we got comfort that this is not just a one-month kind of trend, but kind of like where you are at.
Sean Connolly:
Well, clearly, it's moving in the right direction and every month is going to be different. It depends upon -- we still do have a lot of trade spend. We still do have a lot of merchandising. So, it depends upon where our activities line up vis a vis our competitive activities. But, it's moving in the right direction. One thing that I probably should mention, as we are getting to the end of the call is some people may think that hurricanes played a big role in our P&L in the quarter. That's actually not the case. The hurricanes are really more of a Q2 concept but -- and it will impact certain brands in the week before a hurricane, and what we call the preparation stage. But net/net impact on our portfolio is not that significant because, if you think about it, you might build up in the preparation phase but then you've got -- you've got, perhaps pantry inventory that's got to burn down. Furthermore, to the degree you ever have extended power outages and things like that, as you might imagine, that's not exactly helpful to frozen and refrigerated businesses. So, you have these puts and takes, is, I think, my overall point. And there might be weekly volatility in there, but in our experience, it's not a significant net impact, really not an impact at all to speak of in Q1. And we'll see how Q2 plays out.
Robert Moskow:
Just in general then, should we expect, because of that trade spend, that the reported retail sales trends are a little bit stronger than your -- than your internal kind of net sales reporting because of that slotting kind of difference?
Sean Connolly:
Not really, Rob. We historically tracked -- We don't have a lot of seasonal businesses, we don’t have a lot of early shipments. Our consumption, on average, tracks pretty close to our shipments. So, there's a little bit of volatility in there. But, I think the big point you’re making which I would agree with is we are seeing our plan work. And it's not surprising to me that we had this same situation when I was at Sara Lee and Hillshire and saw similar types of traction. We are beginning to see it here. Obviously, we’ve got a larger portfolio here, so we’ve got more work to do in terms of touching different brands, and that takes time. This is not an overnight exercise, but there's just tremendous encouragement, I think, here on the team in terms of the traction that we're seeing.
Operator:
And ladies and gentlemen, this will conclude our question-and-answer session. I would like to hand the conference back over to Brian Kearney for his closing remarks.
Brian Kearney:
Thank you. As a reminder, this conference has been recorded and will be archived on the web as detailed in our release. As always, Investor Relations is available for discussion. Thank you for your interest in ConAgra Brands.
Operator:
Ladies and gentlemen, the conference has now concluded. Thank you for attending today’s presentation. At this time, you may disconnect your line.
Executives:
Brian Kearney - Director of Investor Relations Sean Connolly - President and Chief Executive Officer Dave Marberger - Chief Financial Officer
Analysts:
Andrew Lazar - Barclays Capital David Driscoll - Citi Research Ken Goldman - JP Morgan David Palmer - RBC Capital Markets Jason English - Goldman Sachs Robert Moskow - Credit Suisse Chris Growe - Stifel Nicolaus Rob Dickerson - Deutsche Bank Alexia Howard - Bernstein Jonathan Feeney - Consumer Edge Research Akshay Jagdale - Jefferies
Operator:
Good morning ladies and gentlemen and welcome to the ConAgra Brands' Fourth Quarter Fiscal Year 2017 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney, ConAgra’s Director of Investor Relations. Please go ahead sir.
Brian Kearney:
Good morning everyone. I’m Brian Kearney, ConAgra’s Director of Investor Relations. Johan Nystedt has taken on a new and very important role as the Chief Risk Officer, while also keeping his existing Treasurer role. In order to focus on his role of evaluating and managing enterprise wide risk, Johan will be transitioning his Investor Relations duties to me. I thank Johan for his leadership, as we have transitioned from ConAgra Foods to ConAgra Brands. That said, during today’s remarks, we will making some forward-looking statement, and while we're making these statements in good faith and are confident in our company's directions, we do not have any guarantee about the results that we will achieve. So, if you would like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, we'll refer you to the documents we filed with the SEC, which include cautionary language. Also, we will be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable GAAP measures for Regulation G compliance can be found in either their earnings press release, or in the earnings slides, both of which can be found on our website at conagrabrands.com/investor-relations. Now, I'll turn it over to Sean.
Sean Connolly:
Thanks, Brian. Good morning, everyone, and thanks for joining our Fourth Quarter Fiscal 2017 Earnings Conference Call. Remarkably, it was almost two years ago to the day that I hosted my first call as ConAgra’s CEO. As you may recall, the company had its hands full at the time and I shared my initial assessment of what we needed to do. I told you that I saw a tremendous opportunity at the company, but that unlocking it meant we had to move quickly and take bold actions on a number of fronts. Well today, two years later, I think it’s clear this is a new era and we are a new company. Yes, ConAgra is about 100 years old, but for the first time in our history we are a focused pure play branded CPG Company. Becoming a pure play has enabled us to sharpen our focus on the critical elements necessary to improve performance. We’ve moved from an emphasis on unit volume to a focus on value and from a reliance on trade discounting to a strategy based on renewed brand relevancy. We’ve moved from a tendency towards SKU proliferation to being clear-eyed about SKU optimization. Our A&P support and innovation programs are far more disciplined. We have aggressively addressed our cost structure and we’ve become leaner and as you’ve seen our margins are far stronger. Overall, by relentlessly following the portfolio management principles we shared at our Investor Day, we’ve clearly positioned the company for better long term value creation. In deed we’ve moved quickly and taken aggressive action over the past two years. We’ve reshaped our company and our portfolio, exiting private brands, as well as non-core businesses like Spicetec and JM Swank. Soon we expect to add Wesson to that list. We flawlessly executed the Lamb Weston spin, we've also added on trend brands through modernizing acquisitions like Blake's, Frontera, Duke's and BIGS. At the same time, we’ve overhauled our culture, growth capabilities and margins behind a new management team and an energized new corporate headquarters. This went hand-in-hand with aggressive actions to reduce costs, upgrade the quality of our revenue base, and jumpstart innovation across the company. Clearly, we’ve been busy, but our work is not finished. As I told you two years ago, we are committed to moving with agility, but transforming ConAgra is a multi-year effort, not a flip of the switch. At our inaugural ConAgra Brands Investor Day, I described the cadence of our work this way. As we have just discussed, for the last two fiscal years we focused on resetting our top line and cost structure. Now that we’ve undone some legacy practices that inflated our volume base and have rebuilt our innovation capabilities we are positioned to improve growth trend sequentially. In fiscal 2018, we will continue our progress to bend the top line trend. We expect to further accelerate growth in the future as our innovation pipeline and new marketing programs take hold in the marketplace. Meanwhile, margin expansion has been and always will be a way of life at ConAgra Brands and I’ll recap our progress here in a minute. But while we’ve made tremendous progress, our work is not done. We still have a lot of opportunity in front of us and we will continue to chip away at our margin opportunities and strengthen our innovation programs in order to improve our growth prospects. Of course, we will also continue to reshape our portfolio, not just by strengthening the brands we own, but by bringing in new assets and potentially divesting assets that no longer fit as we are in the process of doing with Wesson. Now turning to our performance summary on Slide 10. We concluded our second full year of transformation with solid results that were in line with our expectations for both the fourth quarter and the full-year. Excluding the impact of divestitures and foreign exchange, net sales for the quarter were down 3.6%, reflecting continued improvement in topline trends as we upgrade the quality of our volume base. The volume declines associated with our rebase abated sequentially this year as expected. For fiscal year 2017, comparable net sales were down 5%. Adjusted gross margin increased 130 basis points to 29% in the quarter, driven by supply chain realized productivity, improved pricing and the benefit of having divested lower margin businesses. For fiscal 2017, adjusted gross margin increased 180 basis points to 30.2%. It is worth noting that we estimate that Spicetec and JM Swank, which we divested in the first quarter of fiscal 2017, reduced the adjusted gross margin by approximately 20 basis points in the year. In terms of our bottom line, adjusted diluted EPS of $0.37 for the quarter was up nearly 16% from the prior year. For fiscal 2017, adjusted dilutive EPS increased 34% to $1.74. Our fiscal 2017 story was one of margin improvement and Slide 11 highlights the strong progress we continue to make. In addition to the gross margin improvement I touched on a moment ago, on the right side of the slide, you can see we also drove 100 basis points of adjusted operating margin improvement, compared to Q4 of last year, and 310 basis points year-over-year. As our margin improvement demonstrates, our SG&A, cost reduction, and trade efficiency programs are squarely on track. We have changed our promotional practices to adjust pricing, while investing in improved quality, updated packaging, and higher ROI A&P support. We’ve also been disciplined in examining the value every SKU delivers to our brands, so that we can eliminate laggards and remove unnecessary complexity and cost. And the value of our supply chain productivity programs is clearly coming through. Finally, the divestiture of lower margin businesses also contributed to improving our gross margin profile. Overall, our actions have led to stronger and more consistent bottom line performance and we remain focused on continuing to drive the center line of our profitability north over time. Clearly, there will be some standard deviation from quarter-to-quarter, but we are taking the long view. Looking ahead, we see no major structural issues that would prevent us from delivering our long term targets, as we continue to chip away at our margin opportunity. While we’ve been relentless on cost reduction and improving efficiencies in order to build a strong foundation on the bottom line, we know we can't cut our way to prosperity, we've got to grow, but we’ve got to do it the right way, which is all about profitable volume growth and a more modern -looking portfolio. As we highlighted in the past, the left chart on Slide 13 demonstrates the impact of our efforts to drive out lower ROI incremental sales. Incremental volume sales have declined, as we anticipated, which is squarely on track with our strategy. The chart on the right shows a steady increase in base sales velocity trends demonstrating that our efforts to build a stronger foundation are working. Simply put, our brands, while leaner are presenting better and therefore turning better in a non-promoted context. Overall, our disciplined approach to resetting the top line is continuing to bend the trend. As you can see by the sequential improvement shown on Slide 14, we remain focused on execution and continual progress. Fiscal 2017 was a heavy lift as we've put in the work to thoughtfully and methodically upgrade our revenue base. As we enter fiscal 2018, we are working from a much stronger base. There is a healthier business emerging, one that is less promotional with a greater percentage of volume coming from loyal households and at a higher margin. This allows us to invest in renovation and innovation and ultimately leads to sustainable growth. A great example of how we are leveraging innovation and renovation to modernize brands is our work on healthy choice. As you will recall from Investor Day, we have segmented our portfolio into four distinct quadrants each with unique opportunities and challenges. Healthy choice falls in our reinvigorate growth quadrant. Our former CEO, Mike Harper conceived of Healthy Choice in the 1980s when he was seeking healthier alternatives following a heart attack. Initially Healthy Choice offered meals with lower sodium, fat, and cholesterol for heart health. Healthy Choice still does that job well today, but consumer perceptions of health and wellness have evolved to more than just heart health. Today, consumers are looking for ingredients they can pronounce, natural sources of protein, and meals that are easy to prepare. We saw an opportunity to innovate and differentiate the Healthy Choice brand to respond to these consumer needs by entering premium segments adding modern product attributes, upgrading product quality, and developing contemporary, ethnic cuisines. Leading this transformation has been the Healthy Choice cafe steamers platform, which today makes up over 80% of the brand's net sales. Cafe steamers deliver higher quality modern product attributes in a patented tray in tray package. When you prepare these meals in the microwave, the sauce actually steams the ingredient, which unlocks the flavors, textures, and colors of our restaurant inspired recipes. The launch of simply steamers in 2015 further elevated the brand offering 100% natural proteins and nothing artificial. Some of our simply steamers are made with organic ingredients and offer new bold emerging international flavors and recipes. The Healthy Choice transformation demonstrates that a legacy brand can attract younger households. In just the last 26 weeks of fiscal 2017, brand volume from millennials is up 17%. IRI total dollars sales are up 2.2%, despite a 21% reduction in incremental sales, which is consistent with our focus on value over volume. Base dollars sales are even stronger, up 9% over the latest 26 weeks, and 12% over the latest 13 weeks with base velocities up 11% and up 4% over the latest 26 and latest 13 weeks respectively. And perhaps my favorite part of this case study is the margin story. Overall, our Healthy Choice frozen business has grown margins by more than 900 basis points since fiscal 2014 as we began to price the value and removed unprofitable promotions. And there is even more opportunity on Healthy Choice. We are taking the next step in migrating this brand up-market through the introduction of our new Power Bowls line. Power Bowls reflect our food philosophy that every ingredient matters. Every Power Bowel is a nutrient dense composition of purposeful ingredients like whole grains, greens, lean protein, fruits and vegetables served in a plant-based Fiber Bowl available in four bowl new flavors, adobo chicken, Korean beef, chicken sausage and barley and Cuban pork, customers have responded very positively to this new lineup since the national launch on June 1. While still early day’s Power Bowls are on track to reach a very healthy ACV by the end of calendar year 2017. Healthy Choice is a terrific proxy for how we plan to reinvigorate even more of our brands. On Slide 18, you see a snapshot of the exciting slate of innovative products across our portfolio that will be hitting the shelves this year. Obviously, our industry is hungry for improved growth. That’s not up for debate, but what I do here being debated is what exactly is going to drive that growth with some of the more recent speculation pointing to discount pricing. We believe the answer to this question goes well beyond low prices, in fact our analysis shows that the relationship in our categories between discount pricing and branded sales trends is not one size fits all. To the contrary, in many categories the better branded performers are often more premium priced products that have been innovated to build in modern food attributes like clean label, natural ingredients, and ethnic flavors. My main points here are that we believe the key to spurring growth is innovation such as what you see on this page. Also, that the consumers calculus on what drives value is much more comprehensive than price alone. Now turning to Slide 19, as we move into fiscal 2018 and beyond, the portfolio management principles we outlined at our Investor Day will continue to guide our actions. As we discussed earlier, we’ve done a lot of heavy lifting to rebase our revenue, which sets a stronger foundation for continued improvement in our top line trends. Our innovation progress is clearly accelerating and we expect new products to continue to hit the market throughout fiscal 2018. Execution excellence remains a focus in everything we do, and we will continue to chip away at the margin opportunity, while we deliver profitable growth. Finally, we expect to find additional opportunities to reshape our portfolio. Clearly this includes continuing to enhance our current portfolio through a disciplined approach to M&A, but it may also include exiting brands that no longer fit and are more highly valued by others in an efficient manner and leveraging our tax asset. We still have work to do, but we are on track as we execute against our plan. We are confident in the strategy we have in motion is the right one to sustain improved consistency in our performance and profitability, while delivering long-term shareholder value. Slide 20 outlines our fiscal 2018 outlook, which Dave will discuss in further detail in a few minutes, but at a high level you can see that for fiscal 2018, the first full year included in the long-term algorithm we outlined at Investor Day, we are projecting organic net sales, excluding the impact of acquisitions, divestitures, and foreign exchange to be down 2% to flat. We anticipate that the organic sales improvement we expect to see in the grocery and snacks and refrigerated and frozen segments could be offset by the introduction of our value over volume strategy in our international and food service businesses in fiscal 2018. I also want to highlight that we expect adjusted diluted EPS from continuing operations to come in at $1.84 to $1.89. Finally, with improved profitability and a strong cash flow, we anticipate repurchasing $1.1 billion of shares in fiscal 2018. Again, it won't be a straight line, but we remain committed to a long-term growth algorithm. As a reminder, this algorithm excludes any assumptions about M&A activity. Clearly, this doesn't mean M&A isn’t part of our strategy, it just means that we didn't include any related assumptions into our outlook. Before I turn the call over to Dave, I want to thank our talented and dedicated ConAgra Brands employees who in fiscal 2017 continue to embrace change and continue to execute our strategy, while doing a tremendous job of serving our customers. With that, over to you Dave.
Dave Marberger:
Thank you Sean and good morning everyone. Before I start, I want to review a few points on our basis of presentation and the related joint ventures have been reclassified as discontinued operations since the second quarter of fiscal 2017. The commercial reporting segment has no current operating results. Since the second quarter, it has only included the historical results with the Spicetec and JM Swank businesses, which we divested in the first quarter. References to adjusted items refer to measures that exclude items impacting comparability. These items are reconciled to the closest GAAP measures in tables that are included in the earnings release and presentation deck. Moving on to our results, as you can see on Slide 22, we continue to make strong progress improving our financial profile as we reshape our portfolio. Reported net sales for the fourth quarter were down 9.3%, and net sales excluding the impact of divestitures and foreign exchange were down 3.6%, reflecting sequential improvement against our first half and third quarter net sales growth rates. For the full-year, net sales excluding the impact of divestitures and foreign exchange were down 5% in-line with our estimates. Adjusted gross profit dollars were down 5.1% for the fourth quarter. The sale of Spicetec and Swank drove 3 percentage points of this decline. The remaining decline was from lower volume and unfavorable FX, partially offset by the gross margin rate improvement. Adjusted gross margin was 29% in the fourth quarter, an increase of 130 basis points. Approximately 70 basis points of improvement came from divesting the lower margin Spicetec and Swank businesses. The remaining increase came from supply chain realized productivity gains and improvements in pricing and trade efficiency, the benefits of which were more than offset by the negative impacts of increased inflation. For the full-year, adjusted gross margin was 30.2%, an increase of 180 basis points. Inclusion of the lower margins Spicetec and Swank businesses for the first quarter 2017 negatively impacted full-year adjusted gross margin by 20 basis points. Sean discussed the fiscal 2017 key margin drivers supporting our 180 basis point improvement in gross margin noting trade promotion efficiency and pricing SKU rationalization, supply chain realized productivity offsetting inflation, and divesting lower margin businesses, partially offset by unfavorable FX. Moving on, adjusted operating profit was down 2.3% for the fourth quarter. Strong SG&A performance, which I will discuss in more detail shortly, was not enough to fully offset 4 percentage points of decline related to the Spicetec and Swank divestitures. Adjusted operating profit for the full-year was up 12.4%, which includes 4.4 percentage points of decline from the divestitures. Importantly, adjusted operating margin continued its strong improvement versus the prior year and exceeded our estimates for the year. Fourth quarter adjusted operating margin was 13.6%, up 100 basis points. Full-year adjusted operating margin was 15.8%, up 310 basis points. Adjusted diluted EPS was $0.37 for the fourth quarter, up 15.6%. Fourth quarter EPS benefited from significant SG&A reductions, lower interest expense, favorable performance in Ardent Mills and increased share repurchase, partially offset by lower profit from volume declines and the divestitures. For the full year, adjusted diluted EPS was $1.74, up 33.8%. This was above our original EPS guidance and the increase was driven by the same factors just mentioned for the fourth quarter. I will discuss full-year EPS in more detail shortly. Slide 23 shows the drivers of our fourth quarter and full-year net sales change versus last year. Net sales, excluding divestitures and FX were down 3.6% for the fourth quarter and were down 5% for the year. Both the fourth quarter and full year of net sales performance were driven by volume declines, partially offset by improvements in price mix in line with our value over volume strategy. The acquisition of the Duke's and BIGS brands in the fourth quarter added about 40 basis points to the Q4 growth rate and 10 basis points to the full-year growth rate. The fourth quarter net sales performance shows continued improvement in the rate of growth versus the first half and third quarter of 2017. Our planned strategic approach to bending the sales trend is working. Our new culture of lean is also yielding benefits. Slide 24 highlights our continued strong SG&A performance. Note that this chart represents adjusted SG&A, excluding A&P expense. A&P is included as part of SG&A on the face of the financial statements. Adjusted SG&A was $211 million in the fourth quarter, down 12.7% versus a year ago. Adjusted SG&A for the full-year was $803 million, down 21% or $214 million, exceeding our $200 million SG&A reduction commitment. We finished 2017 with an SG&A rate of 10.3% of net sales, which is among the most efficient SG&A rates in the industry. We are pleased with the great progress we have made and about the continuous improvement mindset that has taken hold across all areas of our company. Efficiency is not a program at ConAgra; it is part of the culture. Slide 25 summarizes A&P spending for the fourth quarter and full year. A&P spending was up 11.8% for the fourth quarter versus the prior year as we increased our investment spending to support brand saliency in advance of the new product initiatives Sean discussed. For the full-year 2017, A&P spending as a percentage of net sales was 4.2%, up from 4% in 2016. Although we significantly improved our margins in EPS performance in 2017, this did not come at the expense of brand investment. Slide 26 highlights our net sales and adjusted operating profit by reporting segment. Overall, the value over volume strategy executed in 2017 delivered largely as expected. We experienced volume declines across the portfolio as planned, but every segment delivered solid margin improvement during the year. Our portfolio is now better positioned as we move into fiscal 2018. In our grocery and snack segment net sales were $3.2 billion for the year, down 5%. 5.3% decline in volume, and 50 basis points of negative mix were partially offset by 80 basis points of favorable price and trade productivity. Adjusted operating profit was $779 million for the year, an increase of 12.1%; and adjusted operating margin was 24.3%, an increase of 370 basis points. This segments increase in adjusted operating profit reflects continued progress on gross profit expansion and reduced SG&A costs, despite lower sales volume. In our refrigerated and frozen segment, net sales were $2.7 billion for fiscal year 2017, down 7.5%. An 8.6% decline in volume was partially offset by favorable price mix of 110 basis points. Adjusted operating profit was $452 million for the year, up 2.4%. Adjusted operating margin for fiscal 2017 was 17%, up 165 basis points. The adjusted operating profit performance reflects gross margin expansion from net pricing and trade efficiency, supply chain realized productivity gains, and SG&A savings, partially offset by volume declines. As a reminder, adjusted operating profit in this segment benefited in 2016 as our egg beater product supply was not impacted by the Avian flu issue, creating a sales opportunity in 2016. Wrapping this dynamic in 2017 negatively impacted the change in adjusted operating profit by approximately 5 percentage points. In our international segment, net sales were approximately $800 million for 2017, down 3.6%. This reflects a 2.5% decline in volume and 3.5% negative impact from foreign exchange, partially offset by 2.4 percentage point improvement in price mix as the international team begins to focus on value over volume. Adjusted operating profit was $68 million in 2017, flat to prior to year. And adjusted operating margin was 8.3%, up 30 basis points. The operating profit improvement was driven by favorable pricing and lower SG&A expenses offsetting the negative impacts of volume declines and FX. In our foodservice segment, net sales were approximately $1.1 billion for the year, down 2.4% as we applied our value over volume principles and exited a non-core food service snack business. Adjusted operating profit was $107 million for fiscal 2017, a 9.3% increase. Adjusted operating margin was 9.9% for 2017, an increase of 105 basis points. Adjusted operating profit increased due to favorable SG&A expense, and adjusted operating margins improved due to existing the low margin business. As mentioned earlier, there were no sales or adjusted operating profits in the commercial segment for the second quarter onward given the Spicetec and JM Swank divestitures in the first quarter of 2017. Adjusted corporate expenses were $177 million for 2017, down 29%, reflecting the benefits of our SG&A cost savings efforts. The ConAgra Brands operating segment finished fiscal 2017 as a much stronger profitable portfolio of businesses with a robust innovation pipeline for fiscal 2018 and beyond. Moving to Slide 27 this chart outlines the drivers of adjusted diluted EPS improvement from $1.30 in 2016 to $1.74 in 2017, a 33.8% increase. As we expected, the full-year EPS impact of the 6% volume decline was mostly offset by the adjusted gross margin rate improvement of 180 basis points. We attained approximately 50 basis points of improvement for the year by divesting the lower margin Spicetec and JM Swank businesses in the quarter first quarter. The remaining gross margin improvement came from supply chain realized productivity gains and pricing and trade productivity, partially offset by inflation, unfavorable margin mix, and unfavorable FX. As I just discussed, we exceeded the $200 million SG&A reduction target, which delivered $0.29 of EPS growth in 2017. EPS improvement was also driven by $2.5 billion debt reduction during 2017 resulting in $100 million of reduced interest expense. EPS also benefited from lower weighted average shares outstanding as we repurchased approximately 25 million shares during 2017. The adjusted effective tax rate for 2017 was 31.8%. This rate was favorable to our estimates, due to tax benefits generated upon the exercise of employee stock compensation awards. The sale of Spicetec and JM Swank reduced EPS by approximately $0.06 for the year. Slide 28 summarizes select balance sheet and cash flow information for 2017 versus 2016. Net cash flow from operating activities of continuing operations was $1.1 billion for full-year 2017 versus $626 million for the same period a year ago, an increase of 82%. This significant increase was driven by higher income from operations, lower interest expense, and a reduction in the company's restructuring and tax payments, partially offset by a $150 million pension contribution made in the fourth quarter. The cash flow improvement was also driven by very strong working capital improvement in the areas of inventory, accounts receivable, and accounts payable. Our team places a strong focus on managing working capital as a source of cash, and total trade working capital declined $263 million or 27% in fiscal year 2017. This reflects a reduction in cash conversion of approximately 12 days in fiscal 2017, truly outstanding performance. We had capital expenditures of $242 million for 2017, versus $278 million in 2016. We are in-line with our targets for capital spending of 3% to 4% of net sales. We pay dividends of $450 million in 2017, down slightly from 2016, due to the impact of the Lamb Weston spinoff. During 2017, we repurchased approximately $25 million shares of stock at a cost of approximately $1 billion. As disclosed in our earnings release, the board has authorized an additional $1 billion in share repurchases giving us a total authorization as of today of approximately $1.3 billion. We ended fiscal 2017 with $3 billion of total debt and approximately $250 million of cash on hand. This results in net debt of approximately $2.7 billion as of year-end, down from $4.6 billion in net debt at year-end 2016. As we have stated, we remain committed to an investment grade credit rating for the business. I would also like to note the following items. Equity method investment earnings were $71 million for 2017, up $5 million versus the prior year, due to the improved performance by Ardent Mills. For 2017, foreign exchange negatively impacted net sales by $29 million versus the prior year, and negatively impacted operating profit by $10 million. In late May, we announce the sale of Wesson oil business. Upon the expected completion of this transaction, we will have used approximately 38% of our tax capital loss carryforward. Our fourth quarter comparability items are detailed in the earnings release. Among our fourth quarter comparability items is a $0.21 of EPS benefit, due to our expected sale of Wesson and utilization of the tax loss carryforward. We will provide more information on the Wesson transaction after it closes. The remaining items affecting EPS comparability for the fourth quarter, which we exclude from our adjusted financial measures are as follows
Q - Andrew Lazar:
Good morning everybody.
Sean Connolly:
Hi, Andrew
Dave Marberger:
Good morning.
Andrew Lazar:
As I recall, I think back at your Investor Day, I think it was Supply Chain Head, Dave Biegger, he had mentioned that M&A as potentially an incremental benefit in terms of a much more significant I guess supply chain unlock, and therefore the potential for additional margin opportunity, and I guess volumes in the industry as a whole in ConAgra maybe taking a bit more time to come around. I guess for ConAgra, does larger M&A became more of a necessity to sort of hit your current margin goals given negative fixed cost leverage and such?
Sean Connolly:
Yes, Andrew our long-term algorithm does not make an assumption in terms of any kind of scale deals, so the long-term numbers that we reaffirm today are basically us running our base play. The point Dave was making at our Investor Day is that we have our top notch supply chain team that has been extremely active in the industry reducing the number of plants by 30% in the past six years or so, achieving realized productivity of 2.8% on average year-in your-out, which translates if you use to the measure of gross productivity through significantly higher number, as well as base plans to further increase realized productivity 15% and 20% by 2020, as well as commenting to get $400 million of working capital. So all of those things are assumed in our long term algorithm and get us to our long-term algorithm. The point he was making on M&A is to the degree we all have conversations about bigger transformations within our supply chain. There are other concepts out there and that last slide that shared in that presentation - that are really conceptual in nature, which are things like joint ventures, consolidation of supply chain networks, and things like that. Those concepts always offer incremental opportunity, but what Dave was pointing out, those are things that we are always open to and we will always contemplate, but they are not assumed as required in order for us to get to our long-term algorithm.
Andrew Lazar:
Okay. Thanks for that, and then when do you anticipate that the change or decline that we have seen in distribution points should trough, I guess such that the velocity improvements that you site in the slides can start to really show through in terms of volume growth, because I think you did expand the work you’ve done.
Sean Connolly:
Yes, you have seen this year, it has been a fundamental reset of top line and a big part of that and it varies by business, bank was a good example of where we have done a lot of SKU rationalization including in this past quarter in Q4, but you have seen trends abate there. So, as we start to wrap those you're going to see those change and obviously we are quite pleased and excited about our top line prospects this year calling for a minus 2 to flat, which is a trend bend on our topline of 300 basis points to 500 basis points, which is probably some of the stronger bend in the industry. And that obviously reflects wrapping this - the heavy lifting we have done this past year, but also the confidence we have in our innovation programs, and our plans to rebuild TPDs, total points of distribution in higher quality read this year. So you will see that and I think as you think about our topline you should think about it as just like you’ve seen recently building momentum as we proceed through front half to back half quarter-to-quarter so to speak.
Operator:
The next question will come from David Driscoll of Citi Research. Please go ahead.
David Driscoll:
Great, thank you and good morning.
Sean Connolly:
Hi, David.
Dave Marberger:
Good morning
David Driscoll:
Wanted to ask a few things here about new products, in your Investor Day you laid out the 2020 goal of 15% of net sales to come from new products, can you talk about this slate of F-18 new products, how it fits into that goal, how impactful you think these new products can be? And then can you share just what is the philosophy on the gross margin impact from new products? Do you have, kind of mandatory rules that the teams have to live by on the gross margin benefits or accretion that comes from new products?
Sean Connolly:
Yes absolutely. Let me hit those David. First of all the metrics David, we call it in renewal rate, which is percent of annual net sales that come from prior three-year innovations and historically we were I think in the high-single digits range. Our goal is to get that to about 15%, not in a low quality way because we’ve got experience with SKU proliferation in the past, but in a higher quality way and we're making good progress this year just with the innovations like you have seen, but keep in mind when it comes to innovation we effectively, not only did we rebase our topline this past year, we basically pushed pause on all innovation, so we could rebuild the pipe in a higher quality way, which is the stuff you see launching this year. So we will get better at that as we go and we will do it informed by our portfolio segmentation and our improved insights and analytics capabilities, but when we do evaluate future innovations, we do challenge our teams to always pursue margin accretive innovation. Now sometimes in the early days of an innovation you will see a little bit of a lower gross margin, if we choose for example to go to a co-packer because in those cases, we want to prove out our thinking before we invest our own capital or if we buy a higher growth business that was run by an entrepreneur that has lower gross margins. In their early days, we know once we can get it in our system we can raise those margins over time. We’ve experienced some of that in this past quarter with Thanasi and Frontera as an example, but you can see from our past couple of years of behavior we are somewhat obsessed with the notion of margin expansion around here and certainly margin accretive innovation is part of that game plan.
David Driscoll:
And then just one follow-up on cost savings, did you say or can you say, what is the expected savings or the normal productivity savings expected in fiscal 2018?
Sean Connolly:
Yes David. We think of that specific level of detail, what I will tell you is that, the productivity programs that we discussed at Investor Day and the 3.3% of realized productivity is on track. What we’re seeing and it was really showed up in our Q4 results a bit, is the increase in inflation. So as you remember we had an assumption of 2.3% of inflation over the three-year horizon for our algorithm, and Q4 our inflation was around 2.7% and right now we are looking at that as more of the run rate for 2018. So on track with productivity, we are continuing to look even harder at opportunities there and pricing opportunities, but we are seeing more inflation, which impacts next year.
Operator:
And the next question will be from Ken Goldman of JP Morgan. Please go ahead.
Ken Goldman:
Hi, thanks very much. Sean you highlighted at the beginning of your talk about margin growth still being a big part of the story, but if you look at the midpoint of your EBITDA margin guidance for 2018 it’s 16.1%, regarding the 16.5% by 2020 that’s only 20 basis points of growth per year over 2019 and 2020, I realized two and this point to Andrew's point volumes aren’t helping right, but it still seems like a fairly low bar for a company that’s early in its transformation, so I guess I’m just curious why is 16.5% not a bit conservative in your long-term outlook?
Sean Connolly:
Well we only gave the long term outlook just 6 or 7 months ago at our Investor Day Ken and obviously we have over delivered a little bit on the business since we gave our outlook. So we’re not in a position to change that outlook now, we are reaffirming it, we are - as I pointed out many times, our margin expansion story, we did harvest a lot of the low hanging fruit in the first couple of years, and the language I used to describe where we go from here is that we will continue to keep chipping away at it, and we will do that successfully. With respect to margins and frankly with respect to our profitability overall, I always make the point that what we focus on is the centerline of our profitability moving North over time. And the reason for that is as you know in any given quarter, in any given year there might be other dynamics that can impact gross margin, in the short-term one way or another. Last thing you want to do when you are leading a transformation like we’re leading is let those short-term dynamics take you off of your strategic game plan. So in the case of this year we've obviously got significantly more inflation in our outlook than we had last year. That will be a factor, but the good news there is that principally we always plan to price to inflation and we will look to do that again. Dave you want to add something to that?
Dave Marberger:
Yes just to build on that, another dynamic Ken is that with SG&A, as I commented. We were improved $214 million for the year, right? So that exceeded our target. Some of that was some one-time benefit and some headcount-related stuff that will come back for next year. So, we accelerated that savings, so some of that savings is going to kind of come back next year in terms of some moderate increases in SG&A. So that’s just the dynamics of the timing between 2017 and going forward.
Ken Goldman:
Thank you. And then from my follow-up, you were just talking about passing on some inflation. General Mills said this week that when it comes to taking price it isn't really having many problems that it is the retailers that are investing in price, but certainly taking Mills as increases, but Smucker few weeks ago sort of said the opposite, I’m just curious in your view where does ConAgra currently fall in this spectrum, have you had any more difficulty than usual taking pricing, have any of your major customers been more challenging to negotiate with, just trying to get a general sense of your view of the industry right now?
Sean Connolly:
Yes Ken, I think this is a really important point and you heard in my comments earlier that it is obvious that retailers and manufacturers are like - are hungry for improved growth, and we believe that the key to that growth is innovation and we also believe that the consumers calculus on value is a lot more than price alone. And in fact now that we are in an inflationary environment as we thought we would be, we do plan to price inflation as we can and that’s what I expect we will do going forward and as we do that there are really three things I would want you to keep in mind. One is, our customers understand fully what ConAgra is doing in terms of transforming our brands and our portfolio and they are very supportive of our work to upgrade and contemporize these brands and acknowledge that consumers evaluate a lot more than price point in their value calculus. So our customers are supportive. Frankly, our customers probably historically have compressed their own margins on our businesses too much and they are happy to see our prices and our quality and innovation move north. So that’s a positive and we have, I think as good a customer relationship right now as that’s certainly we have seen since I have been here. The second thing is, as we think about pricing, in every one of our segments we have brands that offer terrific value price points. So, if we have to take price they will still be a terrific value relative to alternatives specifically because of the brand renovation work that we’ve been doing. And then the other point is, I think the point I made, which is when the environment shifts from noninflationary inflationary sometimes you see some growth gross margin volatility in the short term and that is why we focus on the centerline not sure term deviation. So, yes I think pricing to inflation will continue to be a central part of our game plan and that’s what we intend to do going forward. In fact, in some of our categories, I think some peanut butter, we’ve already done that here in the recent months.
Operator:
The next question will be from David Palmer of RBC Capital Markets. Please go ahead.
David Palmer:
Thanks. Good morning. Could you talk a little bit more about how your promotion efficiency and innovation pipelines are different as you head into fiscal 2018 than a year ago? And in particular you talk about the 3 to 5 point improvement in revenue, I am wondering how much of that is roughly bucketed between these different things, including the SKU reductions? Thanks.
Sean Connolly:
Yeah David, I think if you go back a year, maybe two years, three years certainly, we have moved from being one of the most promotional companies in the food industry to now I think we are probably in the bottom two or three. So our promotional intensity has changed dramatically. We still do a lot of promotion, but it is higher quality promotion, we have better systems in place, we track and examine every single event. Obviously, we are still young at doing that, but we are getting better at that every day, and that is, importantly it is retraining the consumer to buy our products in a non-merchandized condition based on the attractiveness of the benefits they see on the shelf. And that is a critically important notion over time. But certainly that 300 to 500 basis improvement that we are counting on this year is tied heavily to us getting our new innovation into the marketplace. We will continue to weed out items that are either margin dilutive or don’t help our brands, but we hope to have net gains and that’s what we expect as we launch these new innovations so it will be clearly a net positive. Dave, do you want to add something?
Dave Marberger:
Just to add one thing. Our trade productivity target of 100 million in savings through the end of 2017 were about two-thirds of the way through that. So we still expect the benefit as we move forward. We finished fiscal 2017 in the grocery business of about 80 basis points of improvement in pricing, and about 110 basis points of improvement for frozen. So that will still be part of the calculus to grow, but as Sean said, the new products launching and the volume as a big part of it as well.
David Palmer:
And just following up on that, when it comes to promotions and the efficiency of them, there is a type of promotion efficiency you can get by having better spend on the dollar. So at some point, particularly as you get your innovation pipeline ramped up are you getting a pipeline and better insights about how you can change the constructs of you promotions such that you can better bank for the buck and better net revenue impact in fiscal 2018?
Sean Connolly:
Yes, David that is a center piece of what we are doing and we have invested as we have mentioned before in a number of IT tools, post event analytic tools, trade planning and optimization tools that led us look at all kinds of events by ROI literally at the store level or vent level and it’s in the simplest notion what you do is you identify the inefficient ones, you do fewer of those, you identify the ones that are much more efficient and you do more of those and it is basically a mix concept, it is a mix improvement and it is delivering improved overall effectiveness and efficiency.
Operator:
The next question will be from Jason English of Goldman Sachs. Please go ahead.
Jason English:
Hey guys, thank you for squeezing me in.
Sean Connolly:
Hi Jason.
Dave Marberger:
Hi Jason.
Jason English:
Congrats on a pretty solid year all around, particularly in a tough environment. Looking forward, I think you shared some color, I am afraid I missed some of the details, so I was hoping you could remind me what you said in terms of expectations for growth by segment. I thought I heard you say, international food service you are going to apply your value to volume approach there, so we should expect some weakness, but did you say that grocery and Refrigerated & Frozen could perhaps return to growth this year?
Sean Connolly:
Jason you did hear me correctly. While we don’t guide at a segment level, you can gather from my comments that we are expecting meaningful improvement in our US retail businesses overall and that does reflect the upgraded volume base and robust innovation slate. So at a company level though, our sales guidance of minus 2 to flat does imply that 300 to 500 basis point improvement which while a significant trend band is something that we are confident we can deliver and something that we will ride our US Retail Business as hard in order to deliver.
Jason English:
Thank you for that clarification. Then one other question on the buy back, first house-keeping, how you do plan to fund it? Anything you can say in terms of cadence of how you expect to stagger at the buy back and then what if anything, does this mean in terms of you ambitions for sizeable M&A if instead you are kind of deploying a lot of capital, a lot more than we expected into share repo this year.
Sean Connolly:
I’ll tell you what, Jason let me take the M&A question and then Dave you can comment a little bit on our buyback and cadence and things like that. With respect to M&A, obviously we’ve been very vocal about our belief that acquisitions will contribute be they smaller modernizing deals like Frontera or Duke’s or larger more synergistic deals, and as you know we will approach any deals we look at with strategic and financial discipline. If something fits strategically it is actionable and offers a compelling return, we will have fire power and organizational capacity to act. So if a larger synergistic opportunity came out we have the ability to push pause on our buyback program and pursue that deal and our conclusion would be that that is a better way to drive value for our shareholders in that hypothetical scenario. Dave, any specifics on the buyback?
Dave Marberger:
Yes, as it relates to the buyback, if you go back to Investor Day Jason, I was very clear about, you know this is our target for buyback assuming no synergistic acquisition, so based on our balanced capital allocation approach if we were to enter in to a large synergistic acquisition that assumption could change. So that’s just important to know. In terms of the funding of it, as you saw this year, our cash flow from operations was about $1.1 billion. We anticipate that next year will be in line with that so most of it would be funded from our cash flow operations with a little increase in our debt. So, that’s generally - we don’t comment on the cadence.
Operator:
The next question will be from Robert Moskow of Credit Suisse. Please go ahead.
Robert Moskow:
Hi. A couple of questions on the modeling, if I could please, The share repurchase of $1.1 billion, let’s say it all got done, what do you think you would do to your net diluted share count, like how much of it is to offset options and some stuff like that? And then if I look at the range of sales guidance, you know negative 2 to 0 and then compare that to the op margin range, is the assumption here that if you were down at negative 2 that your margin would be higher because you would be working towards a specific operating income kind of number, and if so what is that operating income number look like, but by my modeling it kind of implies like of flattish year for operating income for the company? Thanks.
Sean Connolly:
Yes, so good question. Obviously, we have given a range here, so there is a lot of different outcomes that we could have, just to start with your share count question, assuming we would do to pull buyback, clearly we would have more share dilution and just what we need for management compensation, so you can make an assumption on that and were the weighted average shares would be. In terms of the mix between EPS growth and where we would be from operating profit, as you look we gave a range on our operating margin for next year. And the reason for that is because when you look at the new products being launched and the investment behind that in terms of A&P, we do intend to increase our A&P and we talked about this at Investor Day kind of given where our A&P is at 4.2%, compared to some of the peer companies there is room to grow there. So, we would anticipate some investment increase in investment there, but we want to reserve the right as the year goes on and we look at the new products and the execution what those opportunities would be. So that is clearly part of the dynamic, which would obviously affect operating profit increased during the year depending on what level we would go with our A&P. From an SG&A perspective, as I mention we expect some moderate increase given the acceleration of benefit this year, but we finished this year of 10.3% and we clearly don't anticipate getting back the 10.8% that we talked about at Investor Day. So that’s the dynamic obviously from a modeling perspective, you get to look at a lot of different scenarios, but generally that’s how we think about it.
Robert Moskow:
That’s helpful. I’ll pass it on. Thanks.
Operator:
And the next question will be from Chris Growe of Stifel Nicolaus. Please go ahead.
Chris Growe:
Hi good morning.
Sean Connolly:
Hi, Chris.
Chris Growe:
Hi. I just had two questions, I could start first with those follow-up just to understand the, you have all the innovation coming in this year, or your incremental innovation coming in, do you still have some of that tale of SKU rationalization that’s occurring as well and, just to sort of understand, is innovation back-half loaded and SKUs - rationalization more front end loaded, just to understand kind of the cadence of how sales growth improves during the year?
Sean Connolly:
Yes, I think, while we don't give quarterly guidance clearly we expect the topline that we're going to deliver to build sequentially as we proceed. With respect to kind of the weeding and feeding process as I will call it, we will continue to do SKU rationalization, recall that, the final 20% of our volume historically accounted for the vast majority of our SKUs and we went a long way towards beginning to rationalize some of that last year, but some of that will continue and is certainly continuing now, but we will - we expect to offset that and grow the business through the introduction of the new higher velocity, higher margin items, and those will really flow in as we move through Q1 and in Q2 and build that distribution through the end of the calendar year. So, I can't give you the exact month-to-month kind of net-net in terms of the weeding and feeding Chris, but that’s directionally how to think about it.
Chris Growe:
And then maybe quantify that degree of the ongoing sort of SKU rationalization, is that something we should expect going forward, is there larger than usual amount this year?
Sean Connolly:
I think we will - as category managers we have always got to do it and you are always going to renovate or at least you should, your brands and your portfolio, so that will be an ongoing peace, but on a going state it is nowhere near the likes of which we have done in this last year, which is really take a significant step forward. It will move into a more normalization rate as we move through this year.
Operator:
The next question will be from Rob Dickerson of Deutsche Bank. Please go ahead.
Rob Dickerson:
Okay thank you. Sean this is just a very general question for you, any incremental color just basically on the M&A environment in general, I think would be helpful for everyone. You know it really, I feel like over the past few years we’ve seen descent consolidation obviously within the space, you know over the - I mean, really, year-to-date this year, we're seeing the incremental volume pressure within the industry where a lot of the company is kind of expecting to drive incremental growth through innovation, later in the year. They were hearing all about the pressures and with the retail landscape, we’re seeing some potential increased consolidation on the retail side. So, I was just curious when you speak to your ability, your firepower willingness to do deals, let’s say do you foresee more assets actually coming to market by giving you more options to potentially acquire or at this point, does there seem to be somewhat fine line pipeline?
Sean Connolly:
Well it changes every day when you open the newspaper Rob, and certainly if there were an action ability meter out there, the newspaper reporters would have that action, it would make sound like there are more things coming to the market this year than it has been available. My attitude is, I believe it when I see it, but we are always looking and we always cast to widen that and we are very positive about the role that acquisitions can help in our value creation agenda. At the same time, it is our responsibility and shareholders to keep a level head and make sure that what we look at not only fit strategically, but that we are financially disciplined, and we have been, we will continue to be and we will continue to be on the lookout for deals that make good strategic sense and make good financial sense and hopefully there will be some increased action ability moving forward, but we are always ready should that materialize.
Rob Dickerson:
Okay great, I’ll pass it on.
Operator:
The next question will be from Alexia Howard of Bernstein. Please go ahead.
Alexia Howard:
Good morning everyone and thanks for the question.
Sean Connolly:
Hi, Alexia.
Alexia Howard:
Hi. Can I ask about the main drivers of margin expansion this year, it seems like that you have done a lot of heavy lifting on SKU rationalization and so on, so I'm just curious about what are the big levers there and then the follow-up question and I’m not sure you have commented on this yet, but is there likely to be any significant dilutions from the divestments of the Wesson later in the year? Thank you and I will pass it on.
Dave Marberger:
Yes Alexia, I will start with the second question first. We are not going to comment at all on any numbers related to Wesson until the deal would actually close. So when that happens we will give more information on that. Regarding your first question, if you look for the year from a gross margin perspective, we were up 180 basis points and that’s just as a reminder coming off at 2016 where we were up 260 basis points. So, we have gone from 26.5% gross margins to 30.2% in two years. When you look at 2017 of the 180 basis points improvement, about 50 basis points of that was related to the divestiture of Spicetec and Swank because that is very low margin mid-teens business. In addition to that we still are hitting our realized productivity targets that we talked about at Investor Day, so we are getting great productivity from our supply chain. Inflation was relatively benign in the first half of the year, but we have seen it click up particularly in the fourth quarter as I mentioned earlier, around 2.7%, but all in all we’ve still had nice improvement in gross margin for the year despite that headwind.
Operator:
The next question will be from Jonathan Feeney of Consumer Edge Research. Please go ahead.
Jonathan Feeney:
Good morning, thanks so much for the question. I wanted to - I think last week we hit an all-time low for the BB High Yield Index, you made a comment, I think it was Mark, made a comment about - commented on investment grade rating, so question or follow-up I had, sorry, I think it was Dave rather. Too many conference calls. In your record EBITDA interest coverage this quarter and set up for that next quarter, what drives and trading the stock at the minute trading at something like 16 times what you are guiding for 2020 just on that 10% GPS CAGR, what drives that commitment and to the investment grading, what doesn't make this a kind of unprecedented opportunity to take advantage of that with the affordability that kind of low interest rate gives you and maybe event to term out? And as a follow up if the right deal were to materialize, say if one that would give you a number one market share and a category that’s important to you, would you consider being flexible on that or what’s your sense of how high debt-to-EBITDA that this company you can handle in your opinion? Thank you.
Dave Marberger:
Yeah, so will take the second question first, we don’t comment on or speculate about M&A, so obviously we evaluated everything as Sean said, we cast a wide net, and then we evaluate everything based on its strategic merit and then all the financial metrics associated with it. To your first question, clearly we are seeing very attractive markets. The cost of borrowing is very low. We believe and remain committed to investment grade, because it really gives us flexibility to borrow, it keeps our borrowing cost even lower and it gives us access to the commercial paper markets, which are very important for us, very low cost of financing and gives us a lot of flexibility. So, that’s what we’ve committed to and we can continue to make that comment in this environment where we have very low rates all around.
Operator:
The next question will be from Akshay Jagdale of Jefferies. Please go ahead.
Akshay Jagdale:
Thanks for squeezing me in. I just wanted to follow up on portfolio repositioning and the capital loss carry-forward. I think you mentioned the - using 37% or 38% of it so far, can you explain the math there, because I think you have sold two businesses for a total of, I don’t know $700 million, $800 million and so I am not understanding the math of how you get to that much usage of the capital loss carry-forward, maybe I’m not understanding it and then more broadly for Sean, I mean, how do you think of value creation when you’re divesting assets? Thanks.
Sean Connolly:
Akshay, let me take the first one. So our capital loss carry-forward was about $4 billion, we are down to about $2.5 billion and there were several kinds of pieces of that. The Spicetec and Swank divestitures we benefitted. There were some parts of the Lamb Weston spin where we utilized it. And then with the Wesson divestiture, even though we haven’t closed from an accounting perspective as you saw on our release, you account for that now because it is probable that you would use it. Because as you may know, even though it is an asset on our balance sheet we fully reserve for that asset and then we use it, we get the tax benefit that goes through the P&L. So, clearly we have a track of using them as we said, we’ve utilized 38% to date. So, we feel good about that progress.
Dave Marberger:
And Akshay with respect to your second question, when I think about ConAgra and maximizing value I think holistically about reshaping the portfolio. And reshaping the portfolio really consists of three things
Operator:
And ladies and gentlemen, this will conclude our question-and-answer session. I would like to hand the conference back over to Brian Kearney for his closing remarks.
Brian Kearney:
Thank you. As a reminder this conference is being recorded and will be archived online as detailed in our news release. As always, we are available for discussions. Thank you for your interest in ConAgra Brands.
Operator:
Thank you. Ladies and gentlemen, the conference has now concluded. Thank you for attending today’s presentation. You may now disconnect your lines.
Executives:
Sean Connolly - President & CEO Darren Serrao - Chief Growth Officer Dave Marberger - CFO Johan Nystedt - VP Treasury & IR
Analysts:
Andrew Lazar - Barclays Capital Ken Goldman - JP Morgan David Driscoll - Citi Alexia Howard - Bernstein Jonathan Feeney - Consumer Edge Research Rob Dickerson - Deutsche Bank Matthew Grainger - Morgan Stanley Jason English - Goldman Sachs Robert Connor - Credit Suisse Lubi Kutua - Jefferies
Operator:
Good morning and welcome to today's Q3 FY '17 ConAgra Brands' Earnings Call. This program is being recorded. My name is Candice Griven, and I will be your conference facilitator. All audience lines are currently in a listen-only mode. However, our speakers will address your questions at the end of the presentation during the formal question-and-answer session. At this time, I'd like to introduce your hosts from ConAgra Brands for today's program; Sean Connolly, Chief Executive Officer; Darren Serrao, Chief Growth Officer; Dave Marberger, Chief Financial Officer; and Johan Nystedt, Vice President of Treasury and Investor Relations. Please go ahead, Mr. Nystedt.
Johan Nystedt:
Good morning. During today's remarks, we will make some forward-looking statements. And while we're making those statements in good faith and are confident about our Company's directions, we do not have any guarantee about the results that we will achieve. So, if you would like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, we'll refer you to the documents we filed with the SEC, which include cautionary language. Also we will be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found in either the earnings press release, or in the earnings slides, both of which can be found on our Web site at conagrabrands.com/investor-relations. Now, I'll turn it over to Sean.
Sean Connolly:
Thanks, Johan. Good morning, everyone, and thank you for joining our Third Quarter Fiscal 2017 Conference Call. On today's call, I will cover a few highlights from the quarter and touch on the overall progress we are making against our strategic plan. You will also have the opportunity to hear from Darren Serrao, our Chief Growth Officer, who will provide an update on our new innovation pipeline. And finally, our CFO, David Marberger will get into the details of the quarter and our fiscal '17 outlook before we take your questions. In the third quarter, we continued to make good progress reshaping our portfolio, capabilities and culture. This resulted in a solid Q3 performance and sets us up for improved competitiveness for the long term. Importantly, we continued to make strides in improving our margins this quarter, our intense focus on cost control, alongside other important margin levers like pricing, productivity and trade efficiency contributed to our results. Equally important with our progress on innovation, we effectively sold into customers a robust new product slate for fiscal '18, which Darren will speak to in a few minutes. Our team has delivered three solid quarters so far this year and we are now in position to update our full year guidance. We expect EPS to be at or slightly above the high end of our previous range and sales to be at or slightly below the low end of our previous range. Our EPS expectations reflect the beneficial timing of certain costs while our top line expectations reflect the soft near-term macro environment our industry is facing. You previously heard me discuss the importance of our portfolio management principles and how they continue to guide our actions. Specifically, we have moved from a focus on volume at any cost to a focus on value creation from our reliance on trade-driven push tools to a reliance on stronger brands and in turn consumer pull. We're also working to eliminate lower-performing lower-value SKUs that act as a headwind to margins and brand equity building. Additionally, we are implementing a disciplined approach to A&P and innovation which is now more consistent and tied to ROI. We continue to be aggressive at executing LEAN -- not as a project, but as a way of life and a permanent part of our culture. This relentless focus on cost and efficiency is the foundation of our efforts to drive consistently stronger margins and provide the fuel for profitable growth going forward. Complementing our organic efforts is a disciplined approach to M&A. As you saw last week, the next additions to our stable of brands will be Duke's, smoked meat snacks and BIGS seeds. If you aren't familiar with them, Duke's is a fast-growing on-trend premium meat snack brand; BIGS is a line of premium seed snacks and partners with some of America's best-known brands to bring big bowl flavor to seeds. We expect Duke's and BIGS will be terrific closed-in additions to our portfolio because they extend our existing meat snacks and seeds capabilities into faster growing more premium segments. We expect to close this acquisition this summer. Turning to the third quarter performance highlights on Slide 7, excluding the impact of divestitures and foreign exchange, net sales were down 4.8% reflecting the beginning of our anticipated improvement and top line trends. Adjusted gross margin increased 180 basis points to 31.6%. This was driven by supply chain productivity, improved pricing, input cost favorability and the divestitures of lower margin businesses. We delivered adjusted diluted EPS of $0.48 for the quarter, up 37.1% from the prior year's quarter. This was driven by lower SG&A expenses, lower interest expense and improved profitability in the Ardent Mills joint venture. It's worth-noting that these benefits were partially offset by volume declines and the impact of the divestitures of the Spicetec flavors and seasonings, as well as J.M. Swank businesses in the first quarter. Slide 8 highlights the strong progress we're continuing to make on margin improvement. As compared to Q3 of last year, we have driven 180 basis points of adjusted gross margin improvement behind our pricing and trade promotion discipline and strong supply chain productivity, as well as some input cost favorability and the impact of divestitures. On the right side of the slide, you can see our adjusted operating margin improvements which grew by 300 basis points compared to Q3 of last year. Moving to Slide 9, I am pleased to report that our trade efficiency and SG&A cost reduction programs are squarely on track. On SG&A, we have made enormous progress and Dave will talk more about this in a few minutes. We have meaningfully changed our promotional practices to adjust pricing while investing in improved quality, updated packaging and A&P support. We've also been using a disciplined process to examine the value every SKU delivers to our brand, so that we can eliminate laggards and remove unnecessary complexity and cost. And the value of our supply chain productivity programs is clearly coming through. Overall, our actions have led to stronger and more consistent bottom line performance. But as we've told you previously, we know there is more we can do. We remain focused on continuing to drive the center line of our profitability north over time. Looking ahead, we see no major structural issues that would prevent us from delivering our long term targets and we will continue to chip away at our margin opportunity. While we have been relentless on cost reduction and improving efficiencies in order to build a strong foundation on the bottom line, we know that we can't cut our way to prosperity. We've got to grow, but we've got to grow the right way, which is all about profitable volume growth in a more modern-looking portfolio, relative to where we were. To illustrate the point on value over volume, the left-hand side of Slide 10 shows how we've been willing to walk away from lower ROI promotional activities and thus our incremental volume sales have declined as we anticipated. I would like to note that we began to reduce our alliance on promotions during the middle of last year, so we're in the process of lapping these results. The chart on the right show the steady increase in base sales velocity trends demonstrating that our efforts are working to build a stronger foundation to build from going forward. Simply put, our brands, while leaner, are presenting better and therefore turning better in a non-promoted context. This will continue to progress from here. Overall, our disciplined approach to the top line is beginning to bend the trend. As you can see on Slide 11, our next sales results have begun to improve which we expected. Clearly, the near-term macro environment has softened industry-wide, which has been a bit more of a headwind to our progress than we anticipated, but not in a way that alters our game plan. We remain focused on execution and continual progress. Our process of upgrading the revenue base will give us a strong point from which to grow. That growth will be aided by an exciting innovation slate that Darren will cover now. Darren, over to you.
Darren Serrao:
Thanks, Sean. Good morning, everyone. Although the food sector has been under pressure as growth rates have slowed, we remain convinced that the aggregate performance of the food industry does not reflect the underlying growth opportunities. A more granular view as seen in this graphic reveals significant and accessible pockets where substantially higher growth can be realized. We have taken a series of actions across our portfolio in order to reach these opportunity areas including the creation of the demand-based innovation and M&A program. These efforts that helped us build a revitalized and extensive innovation pipeline which we expect to begin shipping into the market beginning this summer. Before I get into the innovation, I'd like to spend the moment on our portfolio segmentation because it guides much of what we do, including resource allocation from A&P, to M&A, to innovation. You'll recall that this work assesses the relative potential of the categories and brands by considering category momentum on one access and brand momentum on the other. Together, the two accesses provide four distinct quadrants of performance, each with their own unique challenges and opportunities. As you'll see, our innovation pipeline aligns well to the overall segmentation priorities. However, you'll even see some innovation in the reliable contributor's quadrant reflecting an opportunity to continue to modernize strategically important brands that have been previously neglected. We have successfully leveraged innovation to modernize and extend the Healthy Choice brand upmarket, segmenting our business across the good, better, best continuum, not only moves existing consumers to more premium offerings, but introduced these younger consumers to the brand through these more contemporary products. You can see the shift occurring from the classic dinner's business, to cafe steamers, and from cafe steamers to simply steamers. In fiscal '18, we will take the next step in migrating this brand upmarket through the introduction of new range of products that we're calling Power Bowls. These new Power Bowls reflect more contemporary food values and packed more ingredient diversity and density into each meal. We've combined antibiotic-free [indiscernible] proteins, ancient grains, vegetables and dark leafy greens with pulses and seeds in a variety of delicious and bold flavors -- all of which is served up in a bowl made from plant-based fibers. Our customers have responded very positively to this new line up and we're looking forward to the launch this summer. Although banquet resides in the reliable contributor quadrant, we're continuing to modernize and premiumize it to improve its brand relevance, category competitiveness and performance at shelf. This work began last year with a broad-based restage of the brand. You'll recall that that restage significantly enhanced the taste and quality of banquet meals while enabling higher price realization and margins. In fiscal '18, we will restage the mega meals line and introduce a new range of mega bowls to create a premium tier of contemporary protein-packed meals. Mega meals are larger than the classic banquet meals with substantially more protein and mega bowls adds contemporary fast casual restaurant-style options like buffalo chicken, mac n' cheese and chicken fajita bowls. Although we continue to modernize and premiumize banquet, we continue to maintain banquet's role as a value meal within the category. The recent acquisition of Frontera Foods gives us a strong brand within the high growth territory of gourmet Mexican cuisine. The business founded by Chef Rick Bayless has been experiencing strong growth over the past three years and is firmly rooted in salsas and sauces. However, starting this summer, we expect to begin shipping two new extensions of the Frontera brand into the frozen meals category. As shown here, we've worked with Rick to create these authentic gourmet Mexican meals in both single-served bowls and multi-served skillet. While I don't have time today to review all the innovation that we escalated for fiscal '18, I want to be clear. We believe in our brands, in our discipline in demand-centric innovation program and in our ability to drive profitable growth across the portfolio. We're just getting started so there's a lot more on the works for the years ahead. Thank you and I will turn it back to Sean.
Sean Connolly:
Thanks, Darren. Turning to Slide 18, as we move through the remainder of fiscal 2017 and beyond, we will continue to execute against our portfolio management principles. As we discussed earlier, we're now lapping last year's pricing actions and expect to see further improvement in our top line trends while we continue to expand our margins. Our innovation progress is also accelerating and we expect to see our new products begin to hit the market in early fiscal 2018. Again, we will continue to chip away at the gross margin opportunity while we deliver profitable growth. Finally, we will continue to look for opportunities to reshape our portfolio. This could include exiting brands in an efficient manner and using our tax asset. We expect it will also include continuing to enhance our current portfolio to a disciplined approach to M&A. We still have a lot of work to do, but we are pleased with the progress we're making. We're confident that the strategy we have in motion is the right one to drive improved consistency in our performance and profitability while delivering long term value for our shareholders. Now before I turn the call over to Dave, I want to thank our talented and dedicated ConAgra Brands employees who continue to embrace change and execute our strategy while doing a tremendous job at serving our customers. With that, Dave, over to you.
Dave Marberger:
Thank you, Sean, and good morning, everyone. Before I start, I want to note some key points related to our basis of presentation. Lamb Weston and the related joint ventures have been reclassified as discontinued operations starting in the second quarter of fiscal year 2017. The commercial reporting segment for the third quarter and ongoing will have no current operating results. It will only include the historical results, the Spicetec and J.M. Swank businesses we divested in the first quarter of 2017. References to adjusted items refer to measures that exclude items impacting comparability and a reconcile to the closest GAAP measure and tables that are included in the earnings release and presentation deck. The Spicetec and J.M. Swank businesses are included in the historical results and are not called out as items impacting comparability. As you can see on Slide 19, reported net sales for the third quarter were down 9.9% compared to a year ago. Net sales excluding the impact of divestitures and foreign exchange were own 4.8% for the third quarter, which is an improvement from the first half of 2017, which was down 5.8% versus the prior year as Sean just mentioned. Adjusted gross profit dollars were down 4.4% versus the third quarter a year ago. Of the 4.4% decline, 2.6 percentage points were from the profit that left the business with the sales of Spicetec and J.M. Swank in the first quarter of 2017. The remaining decline was from lower volume and unfavorable FX, partially offset by the gross margin rate improvement. Adjusted gross margin was 31.6% in the third quarter, an increase of 180 basis points compared to a year ago. Approximately 80 basis points of this improvement came from divesting the lower margins Spicetec and J.M. Swank businesses. The remaining increase came from supply chain input cost reductions and productivity gains and improvements in pricing and trade efficiency. These gross margin gains were partially offset by unfavorable sales mix and unfavorable FX due to the weakening of the Mexican peso. Adjusted operating profit increased 9.3% due to the large reduction in SG&A, which more than offset the gross profit dollar decline. I will discuss the SG&A in more detail shortly. Importantly, adjusted operating margin was 16.8% for the third quarter, up 300 basis points from the third quarter a year ago. This is the third consecutive quarter of adjusted operating margin improvement of plus 300 basis points versus the prior year. Adjusted EPS was $0.48 for the third quarter, up 37.1% from the prior year due to significant SG&A reductions, lower interest expense due to the significant reduction in debt and an increase in equity earnings driven by favorable third quarter performance in the Ardent Mills joint venture. Slide 20 shows the drivers of our third quarter net sales change versus a year ago. Net sales excluding divestitures and FX were down 4.8%. Volume declines contributed 5.5 points of the decrease, partially offset by a 70 basis point improvement in price mix. As highlighted on Slide 21 and as Sean mentioned, we continue to improve both our gross margins and operating margins. Both Q3 and year-to-date third quarter have delivered improved margins driven by our relentless focus on SG&A, supply chain input cost reductions and operating productivity. We are also driving favorable pricing and trade productivity to supplement our improvement. I will discuss our outlook for both adjusted gross margin and adjusted operating margins shortly. Slide 22 highlights our continued strong SG&A performance. These results began with the restructuring we started in fiscal year 2016 and continue because of our growing culture of LIN everyday everywhere. Note that this chart represents adjusted SG&A excluding ANP expense. ANP is included as part of SG&A on the phase of the financial statements. Adjusted SG&A was $202 million in the third quarter, down 21% versus a year ago. SG&A was down $183 million or 24% year-to-date. In the third quarter, we continue to benefit from timing on certain SG&A expenses, which are mostly related to open headcount, along with some nonrecurring favorability in the area outside the services. The SG&A reductions are on-track to deliver the total targeted savings of $200 million by the end of fiscal year 2017 and we are very pleased with our overall performance as we are realizing our cost-savings goals a bit faster than we planned. Moving to Slide 23, this chart outlines the drivers of adjusted EPS improvement from $0.35 in the third quarter a year ago, to $0.48 this quarter, a 37% increase. As we expected, the EPS impact of the 5.5% volume decline was mostly offset by the adjusted gross margin rate improvement of 180 basis points. As I mentioned previously, we obtained approximately 80 basis points of improvement by divesting the lower margins by Spicetec and J.M. Swank businesses. The remaining gross margin improvement came from supply chain input cost reductions and productivity gains. Pricing and trade productivity partially offset by unfavorable sales mix and unfavorable FX. As I just discussed, SG&A reductions are on track and contributed $0.07 of earnings per share improvement this quarter. EPS improvement was also driven by lower interest expense in the third quarter of approximately $31 million versus the prior year driven by a $2.5 billion reduction in debt from the end of fiscal year 2016 to the end of the third quarter 2017. EPS also benefited from lower weighted average shares outstanding due to the repurchase of approximately $15 million of our shares through the end of the third quarter. The adjusted effective tax rate for the third quarter was 31.5%. This tax rate was favorable to our estimates primarily from tax benefits generated upon the exercise of employee stock compensation awards. Slide 24 highlights our net sales and adjusted operating profit by reporting segment. In our grocery and snack segment, net sales were $850 million for the quarter, down 5%, reflecting a 5% decline in volume. Twice and trade productivity contributed 50 basis points of net sales improvement, but this was offset by unfavorable sales mix. Adjusted operating profit was $212 million for the third quarter, an increase of 8%. The increase in adjusted operating profit reflects continued progress on gross margin expansion and reduced SG&A cost, partially offset by the impact of lower sales volume. In our refrigerated and frozen segment, net sales were $666 million for the quarter, down 6% reflecting a 6% decline in volume. Twice and trade productivity contributed 90 basis points of net sales improvement. This was offset by price reductions in our pass through brands and unfavorable sales mix. Adjusted operating profit was $128 million for the third quarter, up 5% versus the prior year period. The increase reflects continued progress on SG&A cost and gross margin expansion efforts that were partially offset by volume declines and the impact of benefits in the third quarter a year ago from higher Avian flu related volume and sales for egg beaters. Our egg beater product supply was not impacted by the Avian flu outbreak last year, creating a sales opportunity. The negative impact on the change at adjusted operating profit in the third quarter this year versus the prior year from the decline in egg beaters was approximately 5 percentage points. In our international segment, net sales were $205 million for the quarter, down 3%. This reflects a 4% decline in volume, a 3% improvement in price mix and a negative 2% impact from foreign exchange. Adjusted segment operating profit was $18 million for the third quarter, up 7% driven primarily by favorable pricing and lower SG&A expenses. In our food service segment, net sales were $260 million for the quarter, down 3% as a result of exiting a non-core food service snack business. Adjusted operating profit was $28 million in the third quarter, which was flat versus a year ago. As mentioned earlier, there were no sales or adjusted operating profits in the commercial segment this quarter given the Spicetec and J.M. Swank divestitures in the first quarter of 2017. Adjusted corporate expenses were $53 million for the third quarter, down 23% versus a year ago, reflecting the benefits from our cost savings efforts. Slide 25 summarizes select cash flow and balance sheet information for the third quarter fiscal year 2017 versus the year ago period and versus 2016 year end. We ended the third quarter with $3 billion of total debt and approximately $700 million of cash on hand. This results in net debt of approximately $2.3 billion with no outstanding commercial paper borrowings. Year-to-date through the third quarter, total debt was reduced by approximately $2.5 billion. As we have stated in the past, we remained committed to an investment-grade credit rating for the business. Net cash flow from continuing operations was $804 million year-to-date third quarter versus $274 million for the same period a year ago. This significant increase was driven by an increase in income from operations, benefits from the timing of tax payments, and very strong working capital improvement in the areas of accounts receivable, inventory and accounts payable, given our strong focus on managing working capital as a source of cash. We had capital expenditures of $159 million through the third quarter of this year versus $171 million in the comparable period a year ago. We are in-line with our internal targets for capital spending. IN Q3, we paid a quarterly dividend of $0.25 per share to shareholders of record as of October 31, 2016. This record date was before the spinoff of Lamb Westin. As previously announced, the board of directors approved its first dividend since the completion of the spinoff at the quarterly rate of $0.20 per share. During the third quarter, we purchased approximately $11 million shares of stock at the cost of approximately $425 million. Year-to-date third quarter, we repurchased approximately 50 million shares of stock at a cost of $595 million. At the third Q3 run rate for our share repurchase activity; we would expect to reach our previously announced fiscal 2017 target of repurchasing $1 billion of company stock in the fourth quarter. In addition, I would like to note the following items. Advertising and promotion expense for the quarter was $91 million, down 3% versus the prior year. Advertising and promotion is a percentage of net sales was approximately 4.6% for the third quarter, up from 4.3% a year ago. Equity method investment earnings were $22 million for the current quarter, up $13 million versus the prior year, due to the improved performance of the company's Ardent Mills joint venture. Net interest expense was $46 million in the third quarter versus $76 million a year ago, a decrease of 40% due to the significant pay down of debt through the third quarter of 2017. For the third quarter, foreign exchange negatively impacted net sales by $4 million and operating profit by $300,000 versus the year ago quarter. I will now summarize the items affecting EPS comparability for the third quarter, which we exclude from our adjusted financial measures. We incurred restructuring expenses totaling $14 million or $0.02 of EPS. We executed a pension settlement approximating $14 million or $0.02 of EPS. We retired high interest senior debt resulting in expensive $33 million or $0.05 of EPS and finally we recognized the tax benefit related to foreign tax incentives in our Ardent Mills joint venture. You can see more detail in this morning's release. Slide 26 summarizes our full year fiscal 2017 financial outlook, which have been updated from the initial outlook we provided at Investor Day in October. As we communicated as Investor Day, that outlook was based upon a pro forma fiscal year 2016 P&L base which excluded the Lamb Westin and J.M. Swank and Spicetec results, and it also excluded any estimated impacts from FX. Adjusted diluted EPS is expected to be at or slightly above high end of the $1.65 to $1.70 range we previously shared. Net sales excluding the impacts of divestitures and foreign exchange are expected to be at or slightly below the low end of the range of down 4% to 5%. Adjusted gross margin is expected to be within the previously provided range of 30.4% to 30.6%, and adjusted operating margin is expected to be slightly above the previously provided range of 15.3% to 15.5%. So in summary, ConAgra Brands continues to make progress executing our strategic plan. We are upgrading our volume base. Gross margins are expanding and our SG&A cost reduction program is progressing well. Our balance sheet is strong and gives us the flexibility to evaluate acquisition opportunities to drive share owner value. And our updated outlook for fiscal year 2017 continues to support the progress we have made year-to-date. Thank you. This concludes my formal remarks. Sean, Darren Serrao, Tom McGough and I will be happy to take your questions. I will now pass it back to the operator to begin the Q&A portion of the session.
Sean Connolly:
All right. For those of you who are still on the line, we just learned we've been having some technical difficulties and some of our audience has not been able to hear. We are going to go ahead and proceed with Q&A, hoping that the folks who are in the queue for Q&A can get their questions through and we'll stay the course here and see if we can get this done. Let's open it up to Q&A, Operator.
Operator:
Thank you. Now we'd like to get to an important part of today's call, taking your questions. [Operator Instructions] It looks like our first question comes from Andrew Lazar with Barclays.
Andrew Lazar:
Good morning, everybody.
Darren Serrao:
Hey, Andrew.
Sean Connolly:
Good morning.
Andrew Lazar:
Good morning. Thanks for the question. I guess just two things. First, it's obviously good to see the base velocity accelerating as you've pointed out for a couple of quarters, but obviously, ConAgra is still losing overall distribution points -- much of which I know was by choice -- even though you've begun to lap these actions. I guess is it that you're finding a greater amount of ineffective SKUs than you initially thought so that you're still reducing it? I'm really trying to get a better sense of I guess how much more we have to go on distribution points until we start to see the velocity begin to show through more fully in the top line? Is this also as implications obviously for how we think about organic sales in fiscal '18?
Sean Connolly:
Yes, Andrew, let me tackle that. We're not going to get into fiscal '18 this quarter. We'll tackle that next quarter, but on TPDs, as we've talked before, a lot of this is exactly what we've been planning to do. Let's put the volume in its proper perspective. We are fundamentally rewiring a 100-year-old company here for higher margins better growth prospect, and that wasn't going to be done without unwinding some legacy practices. If you think about what we've done so far this year, we've materially reduced our reliance on promotion, we've raised prices, we pruned low value skews as you pointed out and we essentially pushed pause on launching new items so we could begin the heavy-lifting of rebuilding our innovation pipeline based on new analytics and Darren showed you some of that work today, which will hit the shelves next year. The upshot of all of this is that our top line is pretty close to what we anticipated with perhaps a bit more challenging recent environment across the industry, tied to some of the transitory dynamics that have been discussed. But the bottom line is we are making very good progress overall in this company for better margins and stronger brands going forward and we will continue to look for progressive improvement on the top line.
Andrew Lazar:
Got it. And then on SG&A, I think it has been a couple of quarters now where you've been looking for the spending to kick in the coming quarter and it's gotten pushed off and I think some of that as you mentioned was open headcount and things like that. Is that spending that then, you do expect to kick in during 4Q or hit 2018, or we're now at a structurally lower point from a relative SG&A standpoint.
Sean Connolly:
Yes, Andrew. We do have some plumbings. We have opened headcount and we will continue to fill those. We will see an uptake as we get into Q4 and into F'18. But having said that, we feel very good about how quickly we were able to cut the cost and that we're going to hit our target earlier than we expected, but there will be some increase into Q4 as we fill some of the headcount.
Andrew Lazar:
Thank you.
Operator:
Thank you. We'll move now with Ken Goldman with JPMorgan.
Ken Goldman:
Hi. Thank you. Just to follow up on Andrew's question. I appreciate that there will be some incremental spending in 4Q in the SG&A line. But if you look at the implied margin for the fourth quarter, it's not really much above I guess by my math, you'll be 13.5% or so. It's really up less than 100 basis points year-on-year. But to your point, the operating margins up over 400 basis points due to the first three quarters. Are there any other headwinds we should be aware of as we think of the fourth quarter? Are you spending a lot behind the new product launches? I know not everything has been totally restated, just feels a little bit conservative to me and just trying to get a better sense of maybe why that is?
Sean Connolly:
Ken, we've got some spend in the fourth quarter and this is part of you've got to see it's going to split across fiscal years, but some of our new item introduction costs do hit right around the end of the fiscal year, beginning of the new fiscal year. So that's one of the variables that we were dealing with right now. It's why we gave the guidance the way we gave it on the top line. It didn't try to tread the needle any more closely. But this will be our typical going forward new item timing, where we'll talk about our upcoming innovations in Q3, we will shoot to get some of that out the door and incur some of the startup cost in Q4. But some of that also typically would be lead across fiscal years. So that's where you don't want to get overly precise, but that is our launch window.
Ken Goldman:
Okay. And then Sean, you may have talked about this. I missed the first maybe 15 minutes or so of the presentation because of the technical difficulties, but like many of you as food companies, your shipments came in ahead of Nielsen and there has been a lot of speculation about maybe why this is happening. I was just curious for your take within ConAgra. What are you seeing? Are there any non-measured channels maybe picking up steam in the less few months? Just trying to get a better understanding of where that gap is coming from.
Sean Connolly:
There has clearly been a shift to non-measured channels, Ken, but I wouldn't put it all on the last few months. Obviously this is a hot topic in our industry right now around the recent softening of consumption. The way I think about what we've seen recently is that it's largely driven by transitory dynamics, like for example, the tax refund timing notion that has been widely discussed and even the warmer winter, we're not particularly exercised about those transitory drivers. What we are focused on is this simple notion that's old as the hills and that is the fact that consumer behaviors in case are perpetually changing with the obvious implication being that if we want to be a high performing branded company, we need to evolve with them and that's what we're doing. We have conducted an analysis as to what's going on with our consumer. We see clear shifts toward things like healthier, more convenient meals, things like more snacking and more shopping to your point and unmeasured channels; as well as things like more multi-cultural consumers. We're tracking all this. We're also interestingly seeing that the foods that are growing are premium-priced relative to those that are declining, meaning interestingly, quality is an important consideration in the consumer calculus around value, not just price. So these findings, whether it's non-measured channels or other things, it's informing our innovation and go to market agenda. The way I think about it is in terms of the macro issues you're seeing; these are not what some might call [indiscernible] times. These are times that companies like ours need to be externally focused on innovation and that's what we're doing.
Operator:
We'll move now to David Driscoll with Citi.
David Driscoll:
Great. Thank you and good morning.
Sean Connolly:
Good morning.
Dave Marberger:
Hey, David.
David Driscoll:
Great. Glad you can hear me. I had that same difficulties the others had. I'd like to ask two questions. The first one, it will pick up the thread from Andrew and asking about the revenues, but I just wanted to be specific to the fourth quarter. I think the implying numbers here or something like minus 3 to minus 3.5 year-to-date revenues are down about 6. Can you just call out the factors in Q4 that you expect to occur, such that the sales declines moderate in accordance with how you've given the guidance?
Sean Connolly:
Yes. You may have missed it in the presentation, David. I apologize for the technical difficulties. What you saw in Q3 was the beginning of a trend-bend on the top line. We expect that to continue. We may have some above-the-line sliding expenses in Q4 tied to new items, but we're beginning to see the trend bend and we just anticipate that's going to continue as we get some of our new items in the marketplace as we wrap more of some of the stuff in the year-ago period. That's what we expect and that's what's implied on our guidance. Dave?
Dave Marberger:
Yes. It's Dave. Just to clarify your point, you're right. The guidance implies that for the fourth quarter, sales will be down 3.5% to get the down 5% for the year. As we said down 5% or slightly below, that's where there could be a little bit of difference there. But as Sean said, we're going to continue to bend the trend, but that's how you get to the number.
David Driscoll:
And then specifically in terms of the new products -- because there's a lot coming -- the pipeline fill for these new products will occur in the first fiscal quarter of next year, or will you catch some of it in the fourth quarter?
Sean Connolly:
I think bulk of it will be next year, David.
David Driscoll:
Last question for me as input cost. Clearly, it's been very favorable for you. Can you just -- and apologies if you did quantify it -- but can you quantify fiscal '17 input cost where it's coming in and can you just give us any thoughts just looking forward? Again, what I'm really getting after here is input. You call it out as one of your top factors. Just want to get a sense from you on what longevity can input cost have for the company?
Dave Marberger:
David, so as we've said at the Investor Day for fiscal year '17, we expected our inflation to be about 1% for the year. That is what we're seeing. If you look at the gross margin improvement this quarter, up 180 basis points or 110 if you exclude the divestiture. A good percentage of that was driven by overall supply chain productivity which includes input costs reduction. We feel really good about this year. We're in the process of putting together fiscal year '18, so next quarter; we'll give more specific guidance as it relates to next year. But for this year, that 1% is what we're seeing and that's a big part of what's helping drive the [indiscernible] ability in gross margin.
Operator:
We'll hear now from Alexia Howard with Bernstein.
Alexia Howard:
Good morning, everyone.
Sean Connolly:
Hi, Alexia.
Alexia Howard:
Hi, there. Can I ask about the promotional spending? It seems as though you started off this process really trying to clear out some of the ineffective promotional spending and obviously, SKU reductions as well. We're hearing from others that retailers at the beginning of this year are kind of asking for sharper priced points, more reinvestment back in promotion. Are you seeing any of that and are you seeing retailers push the private label side of things a little harder this year? Thank you.
Sean Connolly:
Sure. Thanks, Alexia. On the private label piece, first of all, obviously, that is a category-by-category dynamic. Fortunately in our categories on average, we don't have huge private label development so it tend to be less of a factor for us. In terms of the promotional environment, clearly we have cut back materially on our promotional activities, but you got to put it in perspective. That's relative to an excessively promotional posture as a company. We still do plenty of promoting; we still have a large trade budget. It's just more efficient and it's more practical than it was historically. So to the degree that we need to be competitive in our categories on promotion -- we are -- we're just not out over our SKU as much as we were historically. It's not been an abandon in any way, shape or form of promotion. Promotion plays a role and it obviously plays a different role on different categories, but it's been more of a right-sizing of the way we promote particularly around depth of promotion and at some brands, it's a frequency issue as well. There are still plenty of promotion out there. There are customers who continue to have more of a promotional strategy than perhaps others. That tends to be on average [indiscernible] a little bit, but it's still out there and some of those are regional dynamics.
Alexia Howard:
Great. Just as a follow up, you mentioned an interest in pursuing acquisition opportunities and I think you've said this for some time now. How rich is the environment in terms of the opportunities out there? Can you just remind us of what the key criteria are financially for those?
Sean Connolly:
Clearly, M&A will be a part of our playbook. Whether it's small or modernizing acquisitions like Frontera, or Duke's, or larger synergistic acquisitions. As we weigh these moves, we will be disciplined strategically and financially. In terms of the environment and when we might make an acquisition, it really depends upon the situation, but certainly, if a value-creating opportunity were to emerge, we've got the balance sheet and the organizational capacity to act.
Alexia Howard:
Great. Thank you very much. I'll pass it on.
Operator:
We'll move now to Jonathan Feeney with Consumer Edge Research.
Jonathan Feeney:
Thank you very much. I appreciate the question. A simple question. I don't expect you to give us gross margin by segment, but if you could give us some flavor for how, the means by which you're coping with the volume deleverage in refrigerated, and frozen, and grocery, just those segments particularly with 5% or 6% volume declines -- and yet you're beating at the profit line, how much of that is coping with that with manufacturing productivity and how much of that is on the SG&A side because I'm trying to figure what inning you are in this journey. Maybe if you could tell us how that's working right now, it might give us a better sense. Thank you.
Sean Connolly:
Jon, both the SG&A programs that we've been working and our productivity programs and the supply chain have been critical to us, being able to expand our margins and being able to offset absorption issues. But one of the benefits we've had a company which may be a bit different from what you see elsewhere in the industry is we plan for this volume reductions. We plan for pull back and promotion, we plan for SKU rationalization. So our supply chain team in particular has been out way ahead of this from day one, looking for ways to take out cost so that we could offset the deleveraging associated with walking away from this low-quality volume that was embedded in our base. I tip my hat to them because they have done nothing short of an extraordinary job. So we're putting a pretty significant dent in this overall effort this fiscal year and I think we are doing what as I've said before, it may not be pretty optically, but if you're ConAgra and you want to get to what we're all trying to get to which is a higher margin stronger growth profile company, you have to go through these moves. You can't get there without taking this course and our supply chain team has done an outstanding job in helping us navigate it this year.
Jonathan Feeney:
Thank you.
Operator:
We'll move now to Rob Dickerson with Deutsche Bank.
Rob Dickerson:
Thank you. Just come back, I guess on Q4 in SG&A and the incremental spend. I guess in line with Andrew and Ken's questions, just in terms of how much incremental you would expect to spend given you said it's toward the very end of the fiscal year. Is this a year-over-year increase on advertising of $20 million or $30 million? Is this a substantial step up or not that much? Again, it's really just trying to reiterate a wider questioning around how much we really should expect this or how much incremental spend should we expect to see in Q4 given the margin guidance? Thanks.
Sean Connolly:
Rob, maybe what would be most helpful is just to describe what we're going through. As we reset this company, redesigned their organization and we also moved geographies, we created some vacancies and then fully recognizing that we are building new capabilities around insights, innovation, integrated margin management, et cetera, and that we would need to bring in some folks who are exquisitely skilled in these areas that we call differentiating capabilities. We are very particular in terms of who we bring on to our team. We are very patient to get the right people on the bus and we have operated that way this year, which is why we have lived with some of these vacancies, but we continue to hire people and continue to bring new people in. That's going to continue in Q4. It's a directional thing. It's more of a small migration than I would say -- any kind of use the word rebate -- so I wouldn't think in that regard at all.
Rob Dickerson:
Okay, fair enough. And then as we think about '18, it seems like you're obviously by the end of this fiscal year that you're then at a point or you've been more comfortable with overhead is. I think the original guidance over the next few years was that SG&A's percentage of sales would essentially be flat, so obviously it's more of the top line operating leverage and gross margins toward off of '17. That flattish SG&A as the percentage of sales for '18 that [indiscernible] completely rational.
Dave Marberger:
Rob, we'll get into more granularity on our next call for '18. We did at Investor Day say that SG&A as a percentage of sales would be flat over the three-year horizon. It's 10.8%, so we're obviously more favorable to that year-to-date as a percentage of net sales. So as we close the fourth quarter and then look forward, we'll give you more detail on that '18, but generally, that's the way we're looking at it, yes.
Rob Dickerson:
Okay, great. And then just a quick follow up on balance sheet, M&A, buy back. I know you virtually said $1 billion ASR for the year, I'm assuming that's on track or you're on track to complete that to Q4 would be the balance of what's left. That's one; and two, just leverage now was trailing 12 months is about four quarters is about 1.5x net debt. As we think forward into acquisitions, I know you want them to be value-added ROIC creative, etcetera. But should we be thinking more of what we've seen so far? Like a number of smaller growth year acquisitions to help you leverage your current capacity and supply chain? Or you're potentially open to whatever great value, big or small?
Dave Marberger:
Well, let me take the first part of that and I could pass it to Sean. As it relates to the share repurchase -- it is not an ASR, by the way, its open-market -- so year-to-date, we've repurchased about 50 million shares of stock at about $600 million. With the run rate that we've seen for Q3, we'd expect to reach our previously announced part of the billion dollars for the fiscal '17 in the fourth quarter. That's where we are and you can see the details in the earnings release. Sean?
Sean Connolly:
On your M&A question, Rob, at Investor Day, we talked about two kinds of acquisitions we're open to modernizing acquisitions which are still more on trend brands like some of what you've seen us do. We also talked about larger synergistic acquisitions that would have more financial impact near term. I don't want to apply in any way that our strategy deals one way or the other and that is a string of pearl strategy and you said it's not. We're open to both and either side of that ledger makes sense for us and whether or not there's actionability in a way that makes sense financially for us. So we've got to be in a position of readiness or either kinds of deals and I feel like we are should the right opportunities emerge. In the most recent case with Pinacci [ph] Foods, it happened to be a modernizing acquisition.
Operator:
We'll move now to Matthew Grainger with Morgan Stanley.
Matthew Grainger:
Hi. Good morning, everyone. Thanks. One more on the M&A environment. I guess for Sean and Dave, both. On the larger synergistic deals, just curious, does the uncertainty around corporate tax reform in the effect that it's dragging on here present any significant hurdles as you've potentially try and have discussions about that size of transaction in a disciplined way?
Dave Marberger:
Hey, Matt. When we look at acquisitions, we start with the strategic rational. So if you're talking about a synergistic acquisition, we're going to go through our acquisition criteria to make sure it makes sense strategically and then obviously all the financial metrics makes sense. Like every other company, we are all looking at what's on the table right now in terms of potential tax reform. Obviously there's nothing solid-right. So all you can do is scenario-plan, but that is clearly not driving what we're thinking about for acquisitions. It starts with strategy and financial hurdles and then we just look at scenarios and how it could impact acquisitions as we move forward.
Matthew Grainger:
Okay. Great, thanks, Dave. I'm not sure if you can give any sort of guidance or additional color here, but just on the performance of Ardent Mills in the near term outlook there, Q3 was pretty significantly improved over anything we've seen for the past 12-15 months. Should we take that as a sign that the worst of the issues that you're facing in the milling industry are now in the past? Or will there continue to be some volatility there over the next few quarters?
Dave Marberger:
I think despite nature, there is some volatility in that industry, but if you look at Ardent Mills for the third quarter, we had a very solid third quarter -- the volumes increased, they took advantage of market opportunities to build share and they're recognizing operating efficiency with the plans which a year ago they were actually investing in their infrastructure. So we're seeing some of that pay off. So, pleased with the progress they're making for sure.
Matthew Grainger:
Okay. Thanks again.
Operator:
We'll move now to Jason English with Goldman Sachs.
Jason English:
Hey, guys. Thanks for letting me ask a question. Like many, I missed some of the prepared remarks and perhaps I missed this, but top line, I know there's been a bit of a drag from some of your past few categories and allowing the overall mixed benefits of your innovation and then net price benefits, the trade spend shine through fully. Is it safe to assume that that was still a drag this quarter? If so, can you give a sense of maybe how big it's been and what the floor looks like? When we can expect maybe some of that pressure from our optics and top line to abate?
Sean Connolly:
Let me start, Jason, with as you look at the quarter, overall, we had that 70 basis points of priced mix benefit as a company, really coming from our international business and price increases that we took there in the last quarter. If you look at both grocery and snacks and refrigerated frozen and you peel the onion back, we did have price realization benefits in both of those segments. So we had 50 basis points of price benefit in grocery and snacks in 90 basis points from refrigerated-frozen. We did have some offsets related to mix and that really just comes down to that certain items had a higher average net sales per unit than the average. That's really a timing thing for the third quarter. We feel really good about the progress we're making in both our pricing and our trade efficiency and we are seeing that this quarter may have, too, a little bit by the mix, but that's a timing thing.
Jason English:
Okay, that's helpful. And then higher order. First, you guys deserve some kudos, congratulations, for navigating this transition so well from a bottom line perspective. It's been impressive to see the EBIT growth continue in the phase to some of the top line transitions. I think a lot of the questions have gotten around the idea of sort of what's next. You're running pretty hard on productivity, you're delivering quite well, you're delivering fast from expected, but the top line turns are probably going to take a little bit longer to get there and I guess during that some of us have is that maybe we enter a bit of a pause period where the top line is not quite there and the productivity well is dripping out a little bit less. It's hard without being able to talk about guidance, but can you give us a sense, sort of higher level of whether or not you think those are reasonable concerns, or whether as you look at the productivity, you still think you have ample fuel to navigate through this transition?
Sean Connolly:
Jason, I feel really good about where we are. We'll obviously get into specific guidance next time, but just principally, if you think about it, when you reset your top line for a higher quality foundation, it ought to be just that. It ought to be a higher quality foundation from which you can build. And then when you initiate a new innovation program like the one that we've really mobilized and some of you got to see it [indiscernible] and you layer it on top of that stronger foundation where you've taken out a lot of the things that were holding you back previously, I think it sets you up for success. That's why we at our Investor Day gave the long term top line algorithm that we did. We believe that what we're doing this fiscal year is essential in terms of creating a foundation off of which to build and what we're doing in Darren's area with the growth center of excellence is an important investment so we can actually lay those bricks on top of that stronger foundation. Our supply chain team has been doing an outstanding job of delivering productivity for years now and as Dave Biegger pointed out at our Investor Day, we anticipate additional benefits in realized productivity going forward as part of our program. You put all that together and I think ConAgra remains a very compelling investment for our investors and we've got a very solid shareholder value creation potential here.
Operator:
And we'll now hear from Rob Moskow with Credit Suisse.
Robert Connor:
Good morning. Thank you for the question. This is Robert Connor on for Rob Moskow. Just a quick clarifying question. You talked a lot about the innovation rolling out in the first quarter 2018. Are you actually expecting your advertising budget to increase for 2018?
Sean Connolly:
Well, we're not giving guidance for 2018 today, but I have spoken on market many times about how I think about our A&P spend. These are the some other companies I work for. Our A&P budget, I think it's very robust. It's competitive and we've been in the mid fours. It's not the kind of A&P rate that in my mind require some kind of A&P rebate. Now what we have been doing on A&P though is trying to get more effective and efficient within our existing expense. Darren's team has a very aggressive program to ship more of our A&P budget from non-working dollars to working dollars. That is happening very effectively and then within the working dollars, we are changing the way we use A&P. Not only are we very disciplined in which brands we apply it to, but we're much more digital, social today than traditional TV. The mix of marketing tools that we use is different, it's more effective. The net of all of this is I feel like our overall A&P level is about right while it continues to get more effective.
Robert Connor:
Thanks.
Operator:
We'll now move to Akshay Jagdale with Jefferies.
Lubi Kutua:
Good morning. This is actually Lubi on for Akshay and I apologize if you've already addressed this, but I did have some of those same technical issues that some people are experiencing. But just wanted to ask a question on sales. When do you expect to fully lap the portfolio repositioning efforts that you guys are doing and how soon do you think we might be given to see positive sales growth for the total company [indiscernible]. Just related to that, if you can talk a little bit about what the drivers of that potential sales growth might be, whether it's primarily innovation-driven or something else? Thanks.
Sean Connolly:
Yes, Lubi, we're not going to give guidance in terms of sales next year or by quarter. But what I do want to point out -- I've said this before -- is that as you think about a big part of what we've been doing is walking away from deep discount promotions. Promotional activities are long LEAD time planning items with customers. So there's not one given quarter where we lap it and it's over. It varies by customer. Some customers have their event flocked in out farther into the future than others. So we'll continue to tight rate-off of these types of superhot deals and that will go on for a while until we get it out of our base. But obviously, a lot of the heavier lifting in that regard will be behind us as we exit this year. We still have certain customers and certain regions on certain SKUs, who even this past year have done deeper discount deals and we'll navigate our way out of those over time. That's kind of a principle point around how this thing unfolds. In terms of the building blocks to aid and improve top line, one, is to get some of the weaker businesses out of our base to create a more stable foundation; and two, is to begin to really reengage the consumer to shop our brand off of the shelf based on the merits of the brands, not based on the depth of the discount on deal. You're seeing that begin to happen already. As you look at the velocities on base that we're seeing today, they are higher and what that really is indicating is that we are succeeding in reconditioning our consumer, the shopper, to re-experience our brand in a whole price non-merchandized condition and when you then layer on top of that new marketing and new innovation, we think that's the right way to run a branded portfolio.
Lubi Kutua:
Thanks. That's very helpful. And then if I could ask a question on guidance. I think you've mentioned that your revised outlook, there are some timing, there are some benefit related to timing of certain cost. Can you elaborate a little bit on what exactly those costs are and what's causing the timing issue? Thanks.
Sean Connolly:
Yes. That was related to our SG&A and as we mentioned, that our SG&A is very favorable and that has been planned, but we've had some additional favorability, primarily from open headcount. We're filling a lot of positions and we're in the process of doing that. So as we continue to fill them, more those cost will come in Q4 and into next year. That's really what we're referring to there.
Lubi Kutua:
Okay, thank you. I'll pass it on.
Operator:
Thank you. This concludes our question-and-answer session. Mr. Nystedt, I'll hand the conference back to you for final remarks or closing comments.
Johan Nystedt:
Well, thank you and apologies again for the technical difficulties we had. As a reminder, this conference is being recorded and will be archived on the web as detailed in our news release. As always available... [Call ends abruptly]
Executives:
Johan Nystedt - VP, Treasury & Investor Relations Sean Connolly - President and Chief Executive Officer Dave Marberger - Chief Financial Officer Tomas McGough - President of ConAgra Brands Dave Biegger - EVP and Chief Supply Chain
Analysts:
Andrew Lazar - Barclays Capital Matthew Grainger - Morgan Stanley Weill Cornell - Citigroup David Palmer - RBC Capital Markets Rob Moskow - Credit Suisse Alexia Howard - Bernstein Bryan Spillane - Bank of America Merrill Lynch Jonathan Feeney - Consumer Edge Research Jason English - Goldman Sachs Lubi Kutua - Jefferies
Operator:
Welcome to today’s ConAgra Brands’ Second Quarter Earnings Conference Call. This program is being recorded. My name is Gerry, and I will be your conference facilitator. All audience lines are currently in a listen-only mode [Operator Instructions]. At this time, I’d like to introduce your host from ConAgra Brands for today’s program; Sean Connolly, Chief Executive Officer; Dave Marberger, Chief Financial Officer; and Johan Nystedt, Vice President of Treasury and Investor Relations. Please go ahead, Mr. Nystedt.
Johan Nystedt:
Good morning. During today’s remarks, we will make some forward-looking statements. And while we’re making those statements in good faith and are confident about our Company’s directions, we do not have any guarantee about the results that we will achieve. So, if you would like to learn more about the risks and factors that could influence and impact our estimated results, perhaps materially, I’ll refer you to the documents we filed with the SEC, which include cautionary language. Also we will be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found in either the earnings press release, or in the earnings slides, both of which can be found on our Web site at conagrabrands.com/investor-relations. Now, I’ll turn it over to Sean.
Sean Connolly:
Thanks, Johan. Good morning, everyone, happy holidays. And thank you for joining our second quarter fiscal 2017 conference call. We’re excited to be with you this morning for our first call as ConAgra Brands, with the spin-off of Lamb Weston successfully behind us we have embarked on a new era as a branded pure-play CPG company. We’ve made a lot of progress to get to this point. But more importantly, we’re confident that we have a lot of run-way to deliver significant improvement and profitability in the years to come. On today’s call, I’m going to take few minutes to provide some context around where we are and our expectations going forward. I’ll also touch on the progress we’re making against our strategic plans. I’ll cover a few highlights from the quarter and Dave will get into the details before we take your questions. For those of you who are able to join us at our Investor Day in October, you will recall that I left you with six key takeaways about the business and our plans for the future. First, we have clearly moved to beyond our roots as an ad company, and later a global conglomerate. ConAgra Brands today is a much different organization. And as we discussed with you in October, the differences aren’t just structural. Our culture has fundamentally evolved. The team has developed the focus and discipline required to succeed. Hand-in-hand with these cultural changes, the revenue management capabilities we’ve developed and the deep commitment to cost and complexity reduction efforts now embedded in our organization. We expect these efforts will fuel additional margin expansion overtime, which in-turn will fuel improved growth and cash flow. It’s also worth repeating that we’re in a unique position to reshape our portfolio in an efficient manner. We have a strong balance sheet, and an attractive tax asset. Overtime, we can leverage both in a disciplined manner to drive additional growth and maximize value. We have driven a lot of change in our organization, and we won’t stand still. But as I’ve said before, as we continue to implement changes, we will do so in an orderly, thoughtful, and patient manner. We will continue to move with urgency, but our efforts will require time and investments. Moving to slide seven, our actions will continue to be guided by the five portfolio management principles that I introduced on our Q1 call, and that Tom and Darren described in detail at our Investor Day. We will stay focused on; number one, upgrading the volume base; two, refreshing our core; and three, the clear roles we’ve assigned to the brands within our portfolio via our rigorous portfolio segmentation process. We will also; four, ramp-up innovation and disciplined M&A; and five, effectively back our winners with proper A&P and trade investment. Make no mistake, we intent to grow. But we will do so in a manner that is profitable and drive shareholder value. Our PMPs will continue to guide us in that regard. We’ve already made significant progress in shifting our approach to managing the portfolio. The segmentation we described at Investor Day, shown here on slide eight, reflects the renewed focus we have brought to our brands. We have grouped each brand into one of four categories. We invigorate, accelerate growth, reliable contributors and then grow core and extend. This framework guides our investment priorities, particularly around A&P and innovation. And as we discussed at our Investor Day, it provides the lens for our SKU optimization efforts, which is really a broad based initiative, focused on eliminating a long-tail of SKUs that add-up to a small amount of volume and weak margins. This effort is important to driving improved overall profitability, and has been recognized and commended by our customers, particularly our early efforts on brands like Chef Boyardee and Healthy Choice. Moving to slide nine, we are clear-eyed that our success will require us to break a number of bad habits, and we are making meaningful progress. We are moving from a focus on volume at any cost to a focus on value creation. From a reliance on trade driven push tools to a reliance on stronger brands, stronger innovation, and consumer pull. As I just mentioned, we’re shifting away from SKU proliferation to optimizing our SKUs with a focus on sustainable returns. And we’re continuing to make strides in our approach to A&P, which is now more focused, consistent, and tied to ROIs. Our focus on the fundamentals is translating into results. As you can see on slide 10, it was another quarter of progress. We continued to execute our strategy of building a higher quality revenue base, consistent with portfolio management principle number one. The headline on net sales is 11.5% decline. But I want to call your attention to the next line where we note the 5.5% of estimated impact of divestitures and foreign exchange. Our net sales were down as a result of the actions we’re taking to optimize our portfolio, and drive our value-over-volume strategy to upgrade our revenue base. Adjusted operating profit was up 11.6%, driven by strong gross margin expansion, improved mix, more efficient pricing and trade, and continued SG&A savings. This resulted in a 350 basis-point increase in adjusted operating margins to 17%. We delivered adjusted diluted EPS of $0.49 for the quarter, up 26% from the prior year’s quarter, driven by operating income growth and lower interest expense. It’s worth noting that our bottom line reflects core operating performance that was slightly ahead of our expectations, offset by weaker than expected performance from our Ardent Mills JV. Ardent has been negatively impacted by a broader set of market dynamics in the milling industry. To illustrate the point on value over volume, slide 11 shows some of the information that Tom McGough first shared at our Investor Day. The chart on the left shows that we’ve been willing to walk away from lower ROI promotional activities and thus, our incremental volume sales have significantly declined as planned. We began to reduce our reliance on promotions during the second quarter and third quarter last year, so we will soon be lapping these results. The chart on the right shows a steady increase in base sales velocity trends, which illustrates that our efforts are working to build a stronger foundation as core consumers are staying with our brands. Looking ahead at our margins, looking at our margins, we are clearly making progress. Versus last year’s Q2, we have driven 250 basis-points of gross margin improvement, behind our pricing and trade promotion discipline, supply chain productivity, as well as some input costs favorability. While our second quarter has traditionally delivered a higher margin, we are confident that we will be able to sustain the improvement and hit our gross margin guidance for the year. On the right side of the slide, you can see our operating margin improvements. Helping this number is the fact that our SG&A optimization efforts have come in quicker than we anticipated. In the back half of the year, we will continue our efforts to invest new capabilities at our brands and thus, we expect operating margins to fall in line with our guidance. While we’re pleased with our margin results to-date, we know there is more we can do from here. Our game-plan is to grow the center line of our profitability over time. We understand that there is a standard deviation from quarter-to-quarter, but we’re taking a longer term view. We’re focused on the center line, and we continue to see room to grow. Our gross margin progress reflects our ability to quickly capture some of the low-hanging fruit we identified early on. Looking ahead, there are no major structural issues preventing us from delivering further improvement, so we will continue to chip-away that opportunity. Another opportunity we’re focused on is successfully expanding into on-trend categories. The Frontera acquisition is a great example. It opens up an opportunity to capitalize on the rapid growth in Gourmet Mexican Cuisine. It has been a pleasure working with Rick Bayless, and the integration process is moving forward according to plan. Turning to slide 15, as we move forward to the remainder of fiscal 2017 and beyond, we will continue to execute against our portfolio management principals. In the second half of fiscal 2017, we’ll be lapping last year’s pricing actions and expect to see corresponding improvement in our top-line trend as we continue to expand our margins. Our innovation progress is also accelerating, and we expect to see our new products hit the market in early fiscal 2018. And as I just said, we will continue to chip-away at the gross margin opportunity, while we deliver profitable growth. And finally, we will look to continue to reshape our portfolio. This may include exiting brands in an efficient matter, using our tax assets. It will also include augmenting our current portfolio through a disciplined approach to M&A. We still have a lot of work to do, but we’re pleased with the progress we’re making. We are confident that the plans we have in motion are the right ones to drive improved consistency and profitability at ConAgra, and long-term value for our shareholders. Before I turn the call over to Dave, I want to thank our talented, dedicated ConAgra Brands’ employees, who continued to do a tremendous job, serving our customers and executing our strategy. I’m grateful for all you do, and wish all of you a happy holiday season. Now, over to you, Dave.
Dave Marberger:
Thank you, Sean. Good morning, everyone and happy holidays. Slide 17 outlines a few key points related to our basis of presentation. Lamb Weston and related joint ventures are now reclassified as discontinued operations. The commercial reporting segment for the second quarter and ongoing will have no current operating results. It will only include the historical results for Spicetec and J. M. Swank. Please note that references to adjusted items refer to measures that exclude items impacting comparability, and reconcile to the growth closest GAAP measure and tables that are included in the earnings release and in the presentation deck. The Spicetec and J. M. Swank businesses, which were divested in the first quarter of fiscal year 2017 are included in the historical results, and are not called out as items impacting comparability. Moving to slide 18, reported net sales for the second quarter were down 11.5% compared to a year ago. Adjusted gross profit dollars were down 3.6% versus the second quarter a year ago; as gross margin improvement was more than offset by volume declines on favorable FX, and the sale of the Spicetec and J. M. Swank businesses. Adjusted gross margin was 31.1% in the second quarter, an increase of 250 basis-points compared to a year ago. This increase was driven by supply-chain costs reductions and productivity gains, and improvements in pricing and trade efficiency. Adjusted operating profit increased 11.6% due to the large reduction in SG&A, which offset the gross profit dollar decline. I will discuss SG&A in more detail shortly. Importantly, adjusted operating margin was 17% for the second quarter, up 350 basis-points from the second quarter a year ago due to the gross margin improvements and SG&A reductions. Adjusted earnings per share was $0.49 for the second quarter, up 26% from the prior year due to significant SG&A reductions and lower interest expense. Slide 19 shows the drivers of our second quarter net sales change versus a year ago; total net sales were down 11.5%; divestitures and FX negatively impacted net sales by 5.5%; volume declines contributed 7% of the decrease, partially offset by a 1% improvement in price mix and trade productivity. Slide 20 highlights our continued strong SG&A performance, resulting from the restructuring we started in fiscal year 2016. Note that this chart represents adjusted SG&A, excluding A&P expense. A&P is included as part of SG&A on the face of the financial statements. Adjusted SG&A was down 21% in the second quarter versus a year ago. And for the first half of fiscal year 2017, adjusted SG&A was down $129 million or 25%. SG&A, as a percentage of net sales, was 9.5% for the second quarter and was 9.8% for the first half of fiscal year 2017. In the second quarter, we continued to benefit from timing on certain SG&A expenses, which we expect to hit in the second half of fiscal year 2017; having said that, we are pleased with our first-half SG&A performance, as we are realizing our cost savings goals a bit faster than we planned. Moving to slide 21, this chart outlines the drivers of EPS improvement from $0.39 in the second quarter year ago to $0.49 this quarter, which is a 26% increase. As we expected, the EPS impact of the volume decline was offset by the gross margin expansion from supply chain cost reductions and productivity gains, as well as pricing and trade efficiency improvements. The supply chain gains represented approximately two-thirds of the gross margin increase, while pricing and trade represented one-third. Negative FX from the weakening of the Mexican peso and the divestiture of Spicetech and J. M. Swank were more than offset by the EPS benefit of SG&A cost reductions and interest expense declines due to lower debt. Slide 22 highlights the net sales and adjusted operating profit by reporting segment. In our grocery and snacks segments, net sales were $854 million for the quarter, down 6%, reflecting a 7% decline in volume and a 1% improvement in price mix. Adjusted operating profit $was 222 million in the quarter, an increase of 18%. The increase in adjusted operating profit reflects continued progress on gross margin expansion, reduced SG&A costs, and lower A&P spending, partially offset by the impact of lower sales volumes. In our refrigerated and frozen segment, net sales were $740 million for the quarter, down 10.5%, reflecting an 11.4% decline in volume and a 1% improvement in price mix. Adjusted segment operating profit was $120 million in the second quarter, down 7.5%. The decrease reflects continued progress on margin expansion efforts that were more than offset by volume declines and the impact of benefits in the prior year’s quarter from avian flu related higher volume and sales for Egg Beaters. Our Egg Beaters products supply was not impacted as a result of the avian flu outbreak, creating the sales opportunity in the prior year quarter. In our international segment, net sales were $211 million for the quarter, down 4.5%. This reflects a 2.5% decline in volume, a 2% improvement in price mix, and a negative 4% impact from foreign exchange. Adjusted segment operating profit was $18 million in the second quarter, down 17%, driven primarily by the negative impact of the weakening Mexican peso. Reported segment operating profit includes a $44 million pre-tax impairment charge to goodwill due to the impact of the weakening peso on our business in Mexico. In our Food Service segment, net sales were $283 million for the quarter, down 1%. Adjusted operating profit was $32 million in the second quarter, an increase of 56% versus a year ago. The net sales results reflect a decrease in sales from exiting a non-core food service snack business. The adjusted segment operating profit increase was primarily due to a one-time inventory write-down cost incurred in the year ago quarter for the business we exited. As mentioned earlier, there were no sales or adjusted operating profits in the commercial segment this quarter, given the Spicetec and J. M. Swank divestitures and the reclassification of the Lamb Weston business to discontinued operations. Slide 23 summarizes select cash flow and balance sheet information for the second quarter of fiscal year 2017 versus the year ago period. We ended the second quarter with $3.5 billion of total debt and approximately $1.4 billion of cash on hand. This results a net debt of approximately $2 billion with no outstanding commercial paper borrowings. In the first half, total debt was reduced by approximately $2 billion. As we have stated in the past, we remain committed to an investment grade credit rating for the business. We had capital expenditures of $118 million for the first half for the 2017 versus $110 million in the comparable year period. As previously announced, the Board of Directors approved its first dividend since the completion of the spin-off of the Lamb Weston business on November 9, 2016. A quarterly dividend payment of $0.20 per share will be paid on March 01, 2017 to stockholders of record, as of the close of business on January 30, 2017. During the second quarter, we repurchased approximately 2.2 million shares of stock at a cost of approximately $85 million. Approximately 300,000 of these shares were repurchased before the spin-off. In addition, I want to note the following items related to corporate or total Company performance. Equity method investment earnings were $17 million for the quarter, down 2% versus the prior year due to the Company’s Ardent Mills joint venture performing below expectations due to market conditions. Adjusted corporate expenses were $36 million for the second quarter versus $54 million a year ago, reflecting the benefits from our cost savings efforts. Advertising and promotion expense for the quarter was $97 million, down 9%. Advertising and promotion, as a percentage of net sales, was approximately 4.7% for the second quarter, up from 4.5% a year ago. Net interest expense was $54 million in the second quarter versus $79 million a year ago due to the pay-down of debt during the past 12 months. For the second quarter, foreign exchange negatively impacted net sales by $9 million, and operating profit by $6 million versus the year ago quarter. Lastly, the second quarter effective tax rate was 32.4%. The effective tax rate was slightly lower than planned due to reduce tax expense related to stock compensation expense. I will now briefly summarize the items impacting comparability this quarter; approximately $0.03 per diluted share of net expense or $20 million pre-tax related to restructuring plans; approximately $0.09 per diluted share of net expense or $61 million pre-tax related to extinguishment of debt, primarily related to the Lamb Weston spin-off; approximately $0.09 per diluted share of net expense or $44 million pre-tax related to an impairment of goodwill in the Mexican business; and approximately $0.02 per diluted share of net expense related to tax items associated with the Spicetec and J. M. Swank divestitures. Slide 24 summarizes our full-year of fiscal 2017 financial outlook, which is the same outlook we provided at Investor Day in October. As we communicated at Investor Day, this outlook was based upon a pro forma fiscal year 2016 P&L base, which excluded the Lamb Weston and J. M. Swank, and Spicetec results. Lamb Weston is now included in discontinued operations, and is excluded from the ConAgra Brands historical information. However, J. M. Swank and Spicetec are not accounted for as discontinued operations. So those results are included in the historical financial information for ConAgra Brands. As quick noted on this chart, if you include the J. M. Swank and Spicetec net sales this fiscal year 2017 net sales outlook is minus 8.5% to minus 9.5%. To be clear, this is not a change in our outlook. We just wanted to provide you with the additional detail of the fiscal year 2017 outlook with Spicetec and J. M. Swank included. So, in summary, ConAgra Brands continues to make progress upgrading our volume base. Gross margins are expanding, and our SG&A cost reduction program is progressing well. Our balance sheet is strong and gives us the flexibility to evaluate various opportunities to drive shareowner value. And our outlook for fiscal year 2017 remains unchanged as we start the second half. Thank you. This concludes my formal remarks. Sean, Tom McGough and I, will be happy to take your questions. I will now pass it back to the operator to begin the Q&A portion of the session.
Operator:
Thank you. Now, we’d like to get to an important part of today’s call, taking your questions. The question-and-answer session will be concluded by the telephone [Operator Instructions]. And it looks like our first question comes from Andrew Lazar with Barclays.
Andrew Lazar:
Sean, I know that in past conference calls, I think you’ve talked about how something around six brands or so were accounting for 80% or so of the volume decline. And to the best of our ability in tracking some of the recent scanner data, or more recent scanner data by brand, it just seems like the volume declines have broadened out maybe to a much broader set of brands across the portfolio, even some of those that are in the accelerating growth sort of quadrant. So I just want to get a sense of, is that something that you see in your data? And if so what brings that about, and is it consistent with the expectation obviously that volume trends look start to improve in the back half of the fiscal year?
Sean Connolly:
Andrew let me start that, and Tom if I miss any granular detail here, feel free to chime-in. What we’re seeing is pretty much exactly what we expect to see. Our actions are, in fact, broad based and largely around promotion and pricing. But I think big picture, clearly, we’re out to transform this Company, unlock value, and for some time now, we’ve been very proactive in communicating that we need to change some of our legacy practices, and walk away from some of the low margin volumes that those practices had embedded in our base. And we’re doing that and it is working. And big picture, we’re focused on unlocking margin potential. And for that to happen, it is a mandate that we change our practices across our brands and upgrade our volume base, and ramp-up an improved brand building and innovation capability. So that’s what we’re doing. And I do like what I see, and in the back half, you will see trends improve. In fact, as the most recent takeaway data shows, that’s already beginning to happen. But I do want to remind everybody that this is not a slip of a switch, this is a process and we’re going to manage it overtime. But it’s definitely going to benefit shareholders. In terms of any other particulars, Tom, you’re still very largely concentrated, you want to add any color to that?
Thomas McGough:
Just a couple of things, as you highlighted, we are taking very focused and disciplined approach to price the brands that were underpriced, over-promoted. And it also includes proactively optimizing our SKU mix. What you see is that we’re upgrading our volume base, one that is plus promotionally driven, higher margin. And as you highlighted in your chart, the fundamental base sales velocity performance is improving on the portfolio. So, when you look at Q2, in particular, there is a couple of things that are somewhat unique. First, Egg Beaters is -- our foot in the refrigerated segment includes Egg Beaters. In the year ago period, there was a sales benefit associated with the avian flu impact, where our supply was relatively unaffected from that. The second thing that’s unique is Q2 of last year was a significant promotional period for us on our premium yield brands, Healthy Choice, Marie Callender, Bertolli. That is part of our trade promotion productivity, is to optimize that spending, and we’ll begin to lap those as we move into the second half of our fiscal year. And then the third component would be supply issues. At the beginning of the quarter, we still had some residual impact from PF chains. Recall that it showed-up in lower merchandizing at the beginning of the quarter. And then at the end of the quarter, there was an industry issue on Reddi-wip -- industry issue on nitrous oxide this impacted Reddi-wip. So, overall -- so we’re fundamentally on track, building and upgrading our volume base.
Andrew Lazar:
So thank you for that color. And then just as a follow-up would be, the EBIT decline in refrigerated and frozen, even excluding the benefit last year are from Egg Beaters and avian flu was still lower year-over-year. So, I’m just trying to make sure, I understand how that lower EBIT would be consistent obviously with the plan around upgrading volume and the expectation that brings about better margin and profitability. Thank you.
Operator:
Our next question will come from Matthew Grainger with Morgan Stanley.
Matthew Grainger:
I’ll defer back to Andrew’s question.
Sean Connolly:
We finish the point on Andrew. Andrew, the actions we are taking in Refrigerated & Frozen that you’ve got some weird things in there like the windfall benefit we had last year on Egg Beaters and things like that that didn’t repeat this year, but we are discontinuing significant both activities and SKUs that have some profitability associated with it. But frankly, it’s fundamentally not up to our margin standards. And we are going to continue to do that, that’s all part of resetting our volume base and create the right foundation build up in the future. Dave?
Dave Marberger:
And just add one thing at this the impact of ready what there were some costs that did effect operating, adjusted operating profit as well. So, we factor in both the Egg Beaters and the cost from Reddi-wip, you’re pretty about flat in terms of operating profit on the sales decline.
Johan Nystedt:
All right. Matt, over to you.
Matthew Grainger:
All right. Thanks. Happy holidays, everyone. Thanks for the question. From a supply chain perspective, you've highlighted some of the gross margin favorability being driven by productivity favorable input costs. I’m just curious relative to the algorithm you laid out at the Investor Day with 3% plus realized productivity, 2% inflation. How those benchmarks compared to where we are in the first half of this year? And then, on the realized productivity, how far or long are you in the process of being able to achieve those new bench marks consistently? Are we already there or we working toward it?
Sean Connolly:
Yes, I would say we are -- the supply chain team continues to do a great job. They’ve got, as Dave Biegger pointed out on Investor Day, a very strong track record and they’re not satisfied with that, they think they can do more and it’s not -- we are not going to get there overnight. But we are well on our way. I’d say we are spot on with where we expect to be, any other color Dave?
Dave Biegger:
Yes. So, as I mentioned about two thirds of the gross margin improvement was driven by supply chain, we did guide, I think our long-term guidance on inflation was 2.3%, it’s less -- it's around 1% for fiscal year 2017. So, as Sean said, we are on track with the realized productivity. We are benefitting from a pretty benign inflation, environment currently, although at Investor Day, we expected higher inflation in the half year. So, we are on track.
Matthew Grainger:
Okay, great. Thanks. And just one more question, Sean, in terms of the promotional environment, you’re obviously still very focused on moving path some of last year’s less productive activity. But in the few other categories like frozen meals, we’ve seen some evidence of more competitive promotion in recent months. Just curious for you observations there whether you’re running into anything that would make it more challenging to follow through on what you’ve intended to do without seeing a little bit more pronounced competitive impact?
Sean Connolly:
No, I think you’re always going to see some differences regionally, you’ll see some differences by customers in terms of behaviors and whether or not they are trying to go to more than every day low price or a high low environment. I would say overall, guys; since I've been here it's been fairly rational. We'll have to continue to monitor, are there spikes or pockets of irrationality. And we will defend our business as we need to because we need to continue to make sure that our market share is a competitive. But on average, I’d say, it’s been pretty reasonable and we just monitor this very carefully and take the actions we need to take.
Operator:
Thank you. And our next question will come from David Driscoll.
Weill Cornell:
Good morning. This is Weill Cornell in with the few questions for David. First one is just looking at kind of where you’re at so far this year, nice feature relative to the consensus in the first two quarters. Why hasn't the maybe the top end of guidance gone up for the full year, and if I could really hone in here, I’m looking at an operating margin of 17% in the second quarter realized there is some seasonality here. But, the guidance kind of implied an operating margin of 14.5 over the balance of the year. So, it seems like trough while some what we're running at. And just kind of wanted to know, what are the factors that play into these numbers?
Sean Connolly:
Yes, let me give you my true senses on that and Dave can way into. Clearly, I am very pleased with our margin progress. We have harvested some low-hanging fruits. We’re in a benign inflationary environment, and we’re benefiting from some timing and SG&A is, our transition increased from short-term vacancies. And as Dave pointed out, we need to sustain these margins in the back half and then our top-line trends to hit our guidance. And I’m very confident, we’ll do just that. But two months post Lamb spent, it's still early days. So, we’re standing by our previous guidance and staying very focused on continuing to execute well.
Weill Cornell:
Okay. And lastly, I’m sorry.
Dave Marberger:
No, I think you've covered it, right.
Weill Cornell:
Okay, great. And then lastly just one on kind of some of the advertising and consumer promotion spending, I think you said there might have been a shift in that in the quarter. So just wondering kind of back half what this A&P spending look like. Is it flattish with upward or is it down and kind of what’s the full year outlook for A&P spending?
Sean Connolly:
Let me give you how I think about A&P. Our A&P was down in the quarter, but take a look at the absolute rate. I think we’re about 4.7%, that is a very healthy level of A&P in my book. So, I feel good about that and we’ve continued to find inefficiency in our previous A&P spent and just like in place also in our portfolio, if we can get inefficiency out we do it. We also like to line up our A&P with when we have important in market activities. So, as you can imagine with our new innovations coming out in early Q1 of next year, we’re going to have some momentum that we’ve got to build going into that. So, you’ll see a good A&P investment from us in the back half without getting into granular detail there.
Operator:
Thank you. And our next question will come from Chris Growe with Stifel Nicolaus.
Chris Growe:
I have two questions, if I could. Somewhat a little bit on Cornell's question there on A&P. I guess related to that there has been some SG&A related spending is been kind of deferred to the second half of the year. Is that A&P or there is more than just A&P in that? And maybe related to that in the first quarter, like you've mentioned maybe something around $30 million of SG&A that kind of push through the back half and that still a good number that would apply to the back half of the year?
Sean Connolly:
Let me give you a little insight on that. So, the SG&A that we talked about that I went through exclude A&P. So, when you see SG&A on face of the financial statements A&P is in that, but we’re talking about separately here. So, in the first half, we were favorable on SG&A. We have open positions that we’re continuing to feel. We’re building our capabilities here, and so if we make progress in the second half there that will clearly increase our SG&A percentage. And then, there is some important projects internally that are really backend weighted. So when you look at, we’re going to be closer to the target for SG&A that we talked about at Investor Day at 10.8% of sales. So, that’s kind of how we look at, if the second half related to SG&A excluding A&P. I think Sean covered the A&P piece of that we look at the second half.
Chris Growe:
Okay. That’s great, thank you. And then just a quick question for you on mix improvement and just understand if you have positive price mix. Is that mostly related to lower promotional spending and more efficient spending? And is mix really benefitting the top line at this point or is that more associated with innovation in the future?
Thomas McGough:
Chris, this is Tom McGough. Our pricing is really a combination of couple of things. One, we were taking pricing where we’ve done product upgrades whether that’s been Banquet or introducing more value added, Healthy Choice simply steamers. A large component of the pricing benefit has been on trade promotion productivity, primarily on our premium meals businesses as well as many other brands within grocery. And as you look at our resources, we do apply those on our segmentation on those accelerated businesses that tend to be stronger in terms of profitability.
Sean Connolly:
Chris, this is Sean here. One other bit of perspective that I think is helpful for people to because sometimes I get the question why not more mix impact for margin accretive innovation faster, why not more gross margin faster? As we innovate particularly when we go into adjacencies as you look at our segmentation, in some case before, and so we built the success model in the marketplace and having empirical evidence that the new innovation is going to work, we may go to a co-packer, and then we do that because we don’t commit capital upfront. Then once we’ve got the evidence that it’s a successful innovation, we’ve repatriated. We'll invest the capital, we'll bring in house. So at sometimes you got a bit of a gross margin headwind on kind of breakthrough new innovations in the early days until you prove it you. But that is weakening the right way to having done this for a long time to manage innovation because you don’t always hit them all out of the park, you have some hits and you have some misses, and you want to be judicious on capital investment in support of new innovation.
Operator:
Thank you. And next we will hear from David Palmer with RBC Capital Markets.
David Palmer:
Thanks, good morning. Just looking at our own Nielsen data for ConAgro, it looks like in the last four or five months that both base non-promoted sales have contributed to the sales declines in addition to that incremental, and that’s probably one of the reasons that base deteriorating is why that the overall volume decline is accelerated. You have that one slide, I think at Slide 11 where you show base velocity is actually accelerating, and I am trying to reconcile those two things and perhaps there is a point there about loss of distribution or SKU cutbacks that can sort of explain the base trends and what you’re trying to do?
Sean Connolly:
David, Sean here. At Investor Day, we talked a bit about the mastering complexity project that we are working, and we’ve also talked about unwinding some legacy practices. One of those legacy practices is SKU proliferations. So, guys correct me if I am wrong here, but I think the quote I had at Investor Day was something like the last 20% of our volume account for roughly 70% of our SKUs, something like that. So, we have a lot of complexity and a lot of scheme proliferation that’s not adding up to a lot of volume, and as you might imagine on shelf, it doesn’t add up to a lot of productivity. So, we don’t want to have working capital of items like that sitting around our warehouses, we’ve got to clean that up and we’ve been very proactively doing that and you see that in some of the distribution trends, but when you do that as you can imagine, what remains is higher velocity stuff. So, you see a going opposite effect usually of improvement of velocity and that’s we’ve been looking for and that’s pretty much exactly what we are seeing.
David Palmer:
And do you think that velocity is a leading indicator for those base trends and other words, do you see an end to these SKU rationalization drag as such that we are going to see base trends start to improve sequentially from here?
Sean Connolly:
Yes, I mean you’ve got a mix of things going on is what I call base drivers. I think when you take out the SKU that’s a negative base driver. When you increase price that’s a negative base driver, but conversely, when you have effective A&P and effective innovation that’s positive base driver. So, this is a process for us kind of continuing to upgrade this volume base, a lot of what we are doing at certain brands will be through this year. There are other brands as we talk about at Investor Day with respect to mastering complexity that we won't even get to the next year. So, I think the picture the way to think about is instead of getting overly exercise around the optics of the top line trend, setback and think about whether or not there is real value associated with that volume to begin with. Because if there is not value associated with it, there is not margin associated with it, frankly all it’s giving us, is optics and that’s not what we are in business for, we are in value creation.
Operator:
Thank you so much. And we will move on to Rob Moskow with Credit Suisse.
Rob Moskow:
Hi, thanks. This might be just another way of asking the same question, but when you get into fiscal ’18 and ’19, Sean, I think a lot of this will modeling positive sales for those two years, but you know the environment is weaker than anybody though and you’re taking some pretty aggressive actions to upgrade your volume. So there is a model still work to get to double-digit EPS growth, if say sales are down in ’18 and that’s really the question. Can you still get there even if it’s down?
Sean Connolly:
Yes, the sales guidance we gave was really a CAGR that take us through 2020. And so, I wouldn’t -- I don’t think we haven’t really thought about it as a straight line, as you all know this is a -- we have a big portfolio. We got to attack these things in chunks and we are making tremendous progress doing it. So, we feel really good about our algorithm. We feel good about the EPS guidance. There will be different drivers each year depending upon how far we are in the program. But we feel great about the guidance including at EPS, I guess as how I put it.
Operator:
Thank you so much. And our next question will come from Alexia Howard with Bernstein.
Alexia Howard:
Let me ask about the percentage of sales from these products. You talked a lot about innovation taking in at the beginning of fiscal ’18. Where are you now in terms of percentage of sales the new products either institutes in the last year or three year, however you measure that? And where you hope to get to overtime and how quickly can you get there without that innovation?
Sean Connolly:
Historically, we’ve been at call it 9% level, roughly in that ballpark. We’ve made some progress against that. We put a couple of few points on top of that we call it renewal rate. We want to get to 15, but as you might imagine, rebuilding the innovation pipeline takes a longer than say taking out costs. So one of the reasons why we got just so aggressive on costs in the early days of this transformation is, we’re grounded in a clear eyed recognition that rebuilding innovation pipe does take longer. So, it’s been important to us to get it some of these low-hanging fruit cost opportunities early on while we repopulate the innovation. And we already doing it as I said, we’ve moved from 9 to call it 12, and it will continue to ramp up from here. Importantly, it’s also got to be, it's proverbial fewer, bigger, better idea. But for us, that’s particularly important given our track record of proliferating so many key little SKUs, and we’re working in that because we want shelf efficiency for every item we could out there for our customers.
Alexia Howard:
Great, and there is a follow-up, you talk in the prepared remarks about portfolio changes kind of alluding to the possibility of divestment, so using the tax assets and then maybe exhibitions as well. How aggressively are you feeling also those type of opportunities at presence and what are the criteria because using on either side of the scale to sales to think about what divestment maybe what to go offset? Thank you. I’ll now pass it on.
Sean Connolly:
Yes. Good question. The backdrop to always that of course is that we are a portfolio of reshape story that means we need the strength in the businesses we have. We also need to bring in businesses that will be complementary, and we have the unique ability to efficiently divesting, if we conclude that they don’t say or they’re more valuable to somebody else. So, this is an important part of our value maximization strategy, it’s leveraging our balance sheet properly and as a strategic leveraging our capital loss carry forwards. So we’re always in a position of readiness, should we see something that we can say confidently makes good strategic sense and makes good financial sense. And that just really principally how we look at it, I don’t think in detail to getting share beyond that.
Operator:
Thank you. Our next question will come from Bryan Spillane with Bank of America Merrill Lynch.
Bryan Spillane:
Hi. Good morning, everyone. Just a couple of housekeeping items. I guess first is interest expense this quarter is about 54 million. Is that a good run rate, we should think about going forward or is there anything sort of unusual noise on the interest expense line this quarter?
Dave Marberger:
Bryan, no, because we pay down debt during the quarter, the run rate is actually lower in the second half. So you should look at where we are with debt, where we end of the quarter as sort of the base to use.
Bryan Spillane:
In terms of where the debt at the end of the quarter at the base use?
Dave Marberger:
Yes. That’s right.
Bryan Spillane:
And what rate should we be using?
Dave Marberger:
It used 5%, 5.5%.
Bryan Spillane:
Okay. And then second question in terms of share repurchases, I think it’s a 170 million year-to-date and you were targeting I think 1 billion for 2017. So is that still the expectation that we should be using going forward?
Dave Marberger:
Yes. Let me just clarify that a little bit because looking at the numbers that may not be clear. At Investor Day, we announced plans to purchase of $1 billion worth of shares, and under a new $1.25 billion authority that we initiated after the spin-off was completed in November. So, when you look at the second quarter, there is only about half a month where we’re actually repurchasing under that authority. So that was about $70 million. So, $70 million for half a month is kind of the run rate on the share repurchase. So, that’s the plan kind of going forward.
Bryan Spillane:
Okay. And then the last one, you spent that all you can help in terms of savings 3Q, 4Q in the second half. I know, there is, it sounds like there is going to be some moving part in terms of like when we should start to see the top line effective lapping the big pricing actions last year maybe where the SG&A starts to com in that’s what you didn’t say in the first half that will come into the second half. So, any sort of help at all you could give in terms of things we should think about in terms of savings, 3Q and 4Q would be helpful? Thanks.
Dave Marberger:
Well, let me just kind of picture that. We’re not going to get in the practice of giving real granular quarterly guidance. I don’t think that’s going to be too helpful. I don’t know if it’s going to be useful to you. What I can say is as if we are going to bend the trend and that’s how you want to think about it, so it’s not exactly linear there is going to be movement on all of these things quarter-to-quarter because there is all sorts of noise down in the granules that we don’t need to get into. But it’s going to be -- it’s going to be a obviously you’re going to see a change in SG&A in the back half and you’ll see a improvement on the top line.
Operator:
Thank you so much. And our next question will come from Jonathan Feeney with Consumer Edge Research.
Jonathan Feeney:
Just one question on page 21 of your presentation today, you gave us a EPS allocation which is very helpful by the way that EPS bridge. Given that EPS allocation for the net EPS impact of volume loss, and I am wondering you multiply that out, it looks like you have $0.09 you gave us at 15 million bucks it's 31 odd percent which is roughly about your gross margin. I am trying to understand though within that, I would think maybe if it were some of the lower margin products you were eliminating maybe some and certainly the 21% decline in incremental sales that contribution margin might be a little bit lower. So how much kind of thought and allocation went into that number or is it just kind of putting an average gross margin on it firstly? And secondly, is that a good indicator maybe going forward of the kind of cost of volume your operating deleverage included as you go forward that might be offset by pricing and other stuff in the year ahead. Thanks very much.
Dave Marberger:
It’s a great question. We’ve spent a lot of time on what I call bridge accounting and most companies know I've done everywhere I’ve been. The way these things come together, you tend to start to look at what’s the price mix piece of this because you can quantify that, you obviously look at supply chain pieces and then the volume piece is sometimes tricky, right because we have a portfolio of 55 brands that are all at different rates of change and so it really becomes a blend. So that’s really how this comes together in terms of what the overall margin impact from the blended overall volume decline. I am not going to make any commentary on the specific volume piece of EPS going forward but I would say is the guidance we’ve given on gross margin improvement factors in our estimates of what the volume impact would be. So that’s the best I can do for you, and that’s a good question.
Operator:
Thank you so much. Next, we will hear from Jason English with Goldman Sachs.
Jason English:
Hey, good morning folks. Thank you for letting me ask the questions. Kind of the similar vein to Mr. Feeney’s question in terms of offsets for volume, as we look at the price mix front, it’s great to see in positive territory for sure. But I suppose, I am just a little bit surprised that it’s not a bit more robust and actually fated to quarter-over-quarter given that presumably you are taking out some of your lower price mix products. So presumably, there should be a nice little mix benefit in there and then of course pulling out some of the inefficient trade support, I would think would be a bit of an incremental book. So can you give a little bit color on maybe what some of the offsets are and how we should think about that line both in terms of in the context your actions today as well as go forward?
Thomas McGough:
Jason, this is Tom McGough. You know we’ve talked about our pricing in three components, inflation justified, trade productivity and pricing in conjunction with grain quality upgrades. So, if you think about some of the, obviously, we’ve had positive in terms of upgrade trade productivity. But there are some businesses and categories that are more pass-through, beef and oil, eggs, dairy would be some of those. So on Hebrew National for example, there is pricing reduction with some insert reduction in cost of goods that shows up as a negative to pricing, a positive to cost of goods, and obviously a better kind of margin. Egg Beaters is another situation given the industry dynamics last year with cost coming down. So, those are some of the offset that suppress the overall pricing, but we really focused on is the gross margin expansion and that’s what you see in our results is continued progress on gross margin expansion and we are doing this in a very focused and discipline way across the portfolio.
Operator:
Thank you. And our final question will come from Akshay Jagdale with Jefferies.
Lubi Kutua:
Hi, good morning. This is actually Lubi filling in for Akshay. I wanted to ask a question about your innovation plan. Are you able to share anymore color in terms of sort of what’s on the docket sort of back half of this year and early fiscal ’18. And then so a follow-up to that if you could comment on what are some of the structural changes if any to the innovation process that ConAgra. So is that things like time to market getting faster, are we expecting a greater contribution in terms of incremental sales of just how we should think about that? Thank you.
Sean Connolly:
Yes, I think in terms of specific things that are forthcoming, we provided, down there throughout provided a pretty robust preview of some of the innovation in our pipeline, something on our investor day, some things that are pretty close to hitting the market, some things that are farther out, some things that are going test market. So, you got to sneak peak of that and it’s pretty exciting what we are going be able to do with brands like Healthy Choice and Slim Jim and other brands that are really granting up some excellent innovation on it. Quite frankly, it’s time because if you -- there is a lot of grumbling around lack of growth in the industry. But as Darren pointed out at Investor Day, when you peel back the onion, you look at it there are clear pockets of growth. Unfortunately, there has been big companies have been getting after that’s been a small companies because they tend to be faster market. They tend to be more externally focused. So, that brings to me the second piece of your question which is what structurally changing, we are much more externally focused, I would say than we’ve been effect external focus is one of our company values. And we are determined to activate our insight and turn them into action and get our innovation ideas to market quicker. So, historically, it’s been a slow slug for us to get insights, convert them in action and get them into market that is making progress. We are not all the way to bright yet, but I am very excited about some of the things that are in our pipe and it’s only going to get better from here.
Operator:
And that does conclude our question-and-answer session. Mr. Nystedt, I'll hand the conference back to you for final remarks.
Johan Nystedt:
Thank you. As a reminder, this conference is being recorded and will be archived on the web as detailed in our news release. As always, we’re available for discussions. Thank you for your interest in ConAgra.
Operator:
And this will conclude today’s ConAgra brands second quarter earnings conference call. Thank you again for attending and have a good day.
Executives:
Sean Connolly - CEO Dave Marberger - CFO Johan Nystedt - VP of Treasury and IR Thomas McGough – President, Consumer Foods
Analysts:
Andrew Lazar - Barclays Capital David Driscoll - Citigroup Rob Moskow - Credit Suisse Ken Goldman - JPMorgan Bryan Spillane - Bank of America Alexia Howard - Bernstein Lubi Kutua - Jefferies Mario Contreras - Deutsche Bank Jonathan Feeney - Consumer Edge Research Michael Walsh - Wells Fargo
Operator:
Good morning, and welcome to today's ConAgra Foods First Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan, and I'll be your conference facilitator. [Operator Instructions] At this time, I'd like to introduce your host from ConAgra Foods for today's program; Sean Connolly, Chief Executive Officer; Dave Marberger, Chief Financial Officer; and Johan Nystedt, Vice President of Treasury and Investor Relations. Please go ahead, Mr. Nystedt.
Johan Nystedt:
Good morning. During today's remarks, we will make some forward-looking statements. And while we are making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. So if you would like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I'll refer you to the documents we filed with the SEC, which include cautionary language. Also we will be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found either in the earnings press release, Q&A or on our website at investor.conagrafoods.com, click Financial Reports & Filings, then Non-GAAP Reconciliations. Now I'll turn it over to Sean.
Sean Connolly:
Thanks, Johan. Good morning, everyone, and thank you for joining our first quarter conference call. This will be our last earnings call as ConAgra Foods as we anticipate completing the Lamb Weston spin-off this fall prior to the holidays. As you've probably seen by now, we announced the timing of dedicated Investor Days for each business. Lamb Weston's will be held in New York City on October 13, and ConAgra Brands will be held on October 18 here in Chicago. Our teams are hard at work preparing for these meetings, and we are excited about the opportunity to take you through a deeper dive on these businesses and why we believe they will create significant value for investors as separate pure-play public companies. Each company will share more details, including financial outlooks and capital allocation priorities at these events. We are confident you will see the unique opportunities available to both companies and why each is well positioned to seize them. Now on to the state of the business and our first quarter results. Once again, it was a very busy quarter at ConAgra as we continue our disciplined and methodical approach to enhancing focus, expanding margins, improving efficiency, energizing our culture and ultimately, creating value for our shareholders. We still have a lot of work to do, but we are pleased with the progress that we have made to date. At a high level, we saw strong results from both Lamb Weston and our branded consumer businesses. On Lamb, we once again saw what a terrific business this is. Sales were up, margins were up and profit was up. The team is looking forward to sharing much more about this jewel of a business on October 13. On our branded consumer businesses, we also made terrific progress. Here, we are seeing clear evidence that our strategy to upgrade our revenue base and expand margins is working. As we have discussed previously, we are intensely focused on positioning our U.S. branded portfolio for long-term success and that starts with building a higher-quality revenue base. As we will discuss in more detail at our upcoming Investor Day for ConAgra Brands, we compete in good categories with many well-known brands that are Number 1 or Number 2 in their categories. However, ConAgra historically prioritized volume over value and accordingly, we've been overly reliant on deep discounting as our chief demand driver, leading us to under-invest and under-deliver on brand building and innovation. In short, we underleveraged some of our greatest assets. The result of this behavior is a revenue base that is overdeveloped in terms of the presence of low-loyalty, price-focused consumers. The problem with catering to these consumers is that, (a) it caused us to neglect the needs of the vast majority of our consumer base, people who are hungry for innovation and premiumization and, (b) it fundamentally limited our ability to drive higher margins. We are changing that. Specifically, to ensure we leverage our brand strength and unlock our margin potential, we have been methodically infusing focus and discipline around pricing and trade promotion while investing in brand building and innovation. Said differently, we are focusing our efforts on practices that support value over volume and walking away from our previous practices that concentrated on volume over value. It is important to understand that while our efforts to improve brand building and innovation are broad-based, the volume declines we're experiencing are largely concentrated within brands that historically targeted the price-focused consumer and heavily relied on deep discounts and promotion to drive volume. In fact, if you dig into the scanner data, you will see that more than 80% of our Q1 volume declines can be attributed to just six brands that have historically been underpriced and over-promoted. We are confident that our actions represent the right way to maximize the value of our branded portfolio over time. As a supporting data point, gross margins on our U.S. retail brands are up about 700 basis points since Q1 two years ago. As we continue to execute this strategy, we believe our revenue base will be better positioned to deliver stronger, more consistent performance over the long term. We have framed our efforts here around five portfolio management principles, or PMPs as we call them, which guide how we intend to manage our branded portfolio going forward. At our upcoming Investor Day for ConAgra Brands, we will go deep on each of these, but I want to give you a sense of our approach. PMP number 1 is upgrading the revenue base. The second PMP is refreshing the core. PMP number 3 is assigning clear portfolio roles. The fourth PMP is ramping up innovation and M&A. And the fifth PMP is effectively backing the winners. These principles represent a tried-and-true approach and in a few weeks we will discuss the progress we're making on each and how they will help build a more focused, higher-margin and higher-performing branded food company over time. One note on PMP number 4, ramping up innovation and M&A. I'm sure you've all seen the news from earlier this week about our acquisition of the Frontera, Red Fork and Salpica brands. These businesses make authentic gourmet Mexican food and contemporary American cooking sauces. We believe this gives us another great platform to provide consumers with unique, high-quality food products. And as an extra enticement to attend our Investor Day on October 18, I promise you will have a chance to sample these tremendous brands. While we have a lot more work to do, I want to acknowledge our sales force for doing an excellent job working with our retailers to explain how our change in strategy benefits them as well as ConAgra. Similarly, I want to acknowledge our supply chain team for anticipating these volume changes and proactively offsetting any loss absorption benefits. With that context in mind, let's turn to our Q1 results. Q1 net sales declined 5% and the impact of divestitures and FX represented about 2 percentage points of the decline. As I mentioned at the outset, Lamb Weston delivered another strong top line this quarter, offset by sales results in our domestic consumer business. In the U.S. consumer market, which, as you know, is challenged across our competitive set, we saw declines due to the actions I just outlined related to upgrading our revenue base. This, along with the impact of FX, more than offset an increase in price and mix. Overall profitability was driven by growth and margin expansion in Lamb Weston as well as continued strong gross margin expansion in our domestic consumer businesses. As a result, total segment adjusted operating profit was up 23%. Additionally, our supply chain team continues to excel at finding more efficient ways to manufacture our products and reduce costs. We delivered adjusted diluted EPS of $0.61 for the quarter, representing 49% growth from the prior year, significantly in excess of our mid to high teens growth estimate. As Dave will point out, some of this is timing related. Now turning to segment performance. As you saw in this morning's release, we are now reporting results in five reporting segments
Dave Marberger:
Thank you, Sean, and good morning, everyone. Before I get into my comments, I would like to say how energized I am to be part of this organization and leadership team. I look forward to getting to know many of you and the investor community in the weeks and months ahead. I will address several topics in my comments, including our new reporting segments; a recap of our 2017 fiscal first quarter performance; a summary of items impacting comparability, including some brief comments on goodwill impairment, cash flow, capital allocation and the balance sheet; and some brief comments on our upcoming Investor Day. As we outlined in the release, we now report our business results in five segments. They are Grocery & Snacks, Refrigerated & Frozen, International, Foodservice and Commercial. The Grocery & Snacks, Refrigerated & Frozen and International segments were previously included in our Consumer Foods segment and Foodservice was previously included in our Commercial Foods segment. Upon the completion of the Lamb Weston spin, the commercial segment will include only the historical results of JM Swank and Spicetec through the divestiture date, and the Lamb Weston results will be reclassified to discontinued operations for all periods presented. Now I will provide some comments on our performance for our fiscal 2017 first quarter. Please note that references to adjusted earnings or operating profit referred to measures that exclude items impacting comparability. Overall, net sales for the fiscal first quarter approximated $2.7 billion, down 5% from the year-ago quarter. The divestiture of JM Swank and Spicetec and the negative impact of foreign exchange accounted for approximately 2 percentage points of the net sales decline versus the year-ago quarter. We reported diluted earnings per share from continuing operations in the fiscal first quarter of $0.42 compared with $0.38 in the prior year quarter. Adjusted diluted EPS from continuing operations for the first quarter was $0.61, 49% above the $0.41 delivered in the year-ago quarter and better than we planned. The strong first quarter EPS performance primarily reflects the benefits from continued gross margin expansion, lower SG&A expense and lower interest expense, partially offset by the impact of lower sales volume, lower earnings from our Ardent Mills joint venture and some costs related to a product recall. As I will discuss later, the first quarter overdelivery versus our plan was driven, in part, by timing items for both SG&A and A&P expense. In our Grocery & Snacks segment, net sales were $757 million for the quarter, down 5% from the year-ago period, reflecting a 6% decline in volume and a 1% improvement in price mix. Adjusted segment operating profit was $185 million in the first quarter versus $142 million in the year-ago quarter. The strong increase in adjusted profit reflects continued progress on margin expansion efforts, driven by pricing discipline and favorable product cost and productivity; reduced SG&A costs; and lower A&P spending due to timing, partially offset by the impact of lower sales volume. In our Refrigerated & Frozen segment, net sales were $605 million for the quarter, down 8% from the year-ago period, reflecting an 11% decline in volume and a 3% improvement in price mix. Adjusted segment operating profit was $97 million in the first quarter versus $85 million in the year-ago quarter. The increase in adjusted profit reflects the same continued progress on margin expansion efforts as outlined for the Grocery & Snacks segment, offset by approximately $9 million of costs related to a product recall. In our International segment, net sales were $195 million for the quarter, down 6% from the year-ago period, reflecting a 2% decline in volume, a 1.5% improvement in price mix and a negative 5% impact from foreign exchange. We reported a segment operating loss of $149 million in the first quarter, driven primarily by a pretax impairment charge of $164 million related to our Canadian business. I'll say more about this shortly. Adjusted segment operating profit was $15 million in the first quarter versus $17 million in the year-ago quarter. The decrease in adjusted profit reflects lower sales in gross margins and a negative impact from FX, partially offset by modestly lower A&P and SG&A expenses. In our Foodservice segment, net sales were $268 million for the quarter, down 1% from the year-ago period. Adjusted segment operating profit was $24 million in the first quarter versus $26 million in the year-ago quarter. This decrease reflects lower sales in gross margins, partially offset by lower A&P and SG&A expenses. In the Commercial segment, net sales were $843 million or 2% below the prior year quarter, driven by the JM Swank and Spicetec divestitures. Lamb Weston had a very solid quarter as net sales increased 4% versus the prior year quarter. The commercial segment's adjusted operating profit was $148 million versus $112 million in the year-ago quarter. This strong increase was driven primarily by the net sales growth and margin expansion in our Lamb Weston business, partially offset by the profit decline resulting from the JM Swank and Spicetec divestitures during the quarter. We realized proceeds of $486 million from these divestitures and recognized an aggregate book gain of approximately $198 million. We expect to utilize the capital loss tax asset to offset substantially all of the tax liabilities related to these divestitures. In addition to the segment information, I will also note the following matters related to corporate or total company performance. Equity method investment earnings were $24 million for the current quarter and $37 million in the year-ago period. The decline principally reflects lower profits from our Ardent Mills joint venture. Adjusted corporate expenses were $38 million in the fiscal quarter versus $66 million in the year-ago quarter, reflecting the benefits from our cost savings efforts, along with lower costs related to the timing of certain expenses that will come later in the fiscal year. Advertising and promotion expense for the quarter was $69 million, down 18% from the prior year quarter. Most of this decline was due to the timing of expense that will be incurred later in the fiscal year. Despite this lower spend, total gross rating points for our A&P investments were up 7% for the first quarter versus a year ago, reflecting improved efficiency. For the first quarter, foreign exchange negatively impacted net sales by $11 million and operating profit by $4 million versus the year-ago quarter. Moving on to our SG&A cost savings initiatives, we are making very good progress and expect to realize the remainder of our $200 million of SG&A savings over the next two years as planned. While we saw significant benefits from SG&A savings in the first quarter, I would point out that some of this benefit was due to the timing of certain expenses moving to later in the fiscal year. We estimate that the benefit from timing for SG&A was $25 million to $30 million in the first quarter. I will now briefly summarize the items impacting comparability this quarter. We had $0.34 per diluted share of net expense related to impairment charges. Approximately $140 million pretax relates to impairment of goodwill and approximately $24 million pretax relates to impairment of intangible brand assets, both related to our Canadian business. The charges are principally the result of several factors. First, the change in our reporting segments now requires us to evaluate goodwill at a lower level. In the past, under the previous reporting segments, we were only required to evaluate goodwill at the total International business level. We are now required to evaluate goodwill at each reporting unit within the International segment. Second, while the performance of our International business has been steady over the last several years on a constant currency basis, the significant weakening of the Canadian dollar has negatively impacted the value of the Canadian business on a U.S. dollar basis, which is used for the goodwill analysis. Finally, the brand impairment reflects both the unfavorable foreign exchange movements as well as some weaker top line trends in this portion of the business. In addition to the impairment charges, we recognized $0.17 per diluted share of net gain from the sale of the JM Swank and Spicetec businesses. We also recognized $0.04 per diluted share of net expense related to restructuring costs and costs related to the planned spinoff of Lamb Weston. And finally, we recognized approximately $0.02 per diluted share of net benefit from favorable adjustments to state tax assets. Moving on to cash flow, capital allocation and the balance sheet, we ended the first quarter with $795 million of cash on hand and no outstanding commercial paper borrowings. Total net cash flows from operating activities from continuing operations for the first quarter were $337 million versus $64 million in the year-ago quarter. This significant increase is due to the improved operating earnings in the current quarter and higher-than-normal income tax payments in the year-ago quarter. For the quarter, we had capital expenditures of $117 million versus $102 million in the prior year quarter. Net interest expense was $59 million in the fiscal first quarter versus $80 million in the year-ago quarter due to the paydown of debt during the past 12 months. For the quarter, we paid down approximately $554 million of long-term debt, and dividends for this fiscal quarter were $110 million versus $107 million in the prior year quarter. During the first quarter, we repurchased approximately 1.8 million shares of stock at a cost of approximately $86 million, and we had approximately $46 million remaining on our existing share repurchase authorization as of the end of the first quarter. We continue to remain committed to an investment-grade credit rating and a capital allocation strategy appropriately balanced between further debt reduction, a top-tier dividend, share repurchases and additional growth investments. Lastly, our estimated effective tax rate for income from operations remains at 33.5% for the remainder of fiscal year 2017. The first quarter reported tax rate was higher primarily from the tax impacts of the noncash impairment charge and the gain on the sale of JM Swank and Spicetec. As we have noted in the release, we are not providing any comments on our outlook today. Instead, we will provide more information on our outlook for fiscal year 2017 and the long-term algorithm for both ConAgra Brands and Lamb Weston at our upcoming Investor Days. We are excited about the opportunities to create value for both of these companies. This concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Sean and I, along with Tom McGough and Tom Werner, will be happy to take your questions. I will now turn it over to the operator to begin the Q&A portion of our session.
Andrew Lazar:
Just two questions on gross margin, if I could. In the quarter, gross margins expanded about 200 basis points and recognizing pricing and trade spend discipline and some input costs favorability were some key drivers, I guess, was any of this due to maybe some supply chain initiatives that may have been taken but not maybe yet talked too publicly? Or is more of that on-the-come, so to speak? And I then I've just got a follow-up.
Sean Connolly:
Well, we'll talk quite extensively, Andrew, about our plans with supply chain when we get to Investor Day. But on gross margin, obviously, there are a number of different things that are contributing to the gains we are seeing and the gain -- the size of the gains do vary quarter-to-quarter. But the important fact is that, over the past two years, we've made tremendous progress at gross margin and operating margin, and you saw that again this quarter. Quarter-to-quarter, the progress may vary due to a number of factors, but what I'm focused on is that we continue to move the centerline of our profitability north over time, while reducing the standard deviation around that centerline. On supply chain, look, first of all, clearly, the overall goal of our collective efforts is value and margin maximization. And supply chain productivity programs have always been, and will continue to be, an important component of that. And as Dave Biegger will share at our upcoming ConAgra Brands Investor Day, strong productivity has been a legacy strength at ConAgra, and you saw some of that also this quarter. We do have a strong track record of continuous improvement in terms of network optimization, procurement, T&W, et cetera, and now that we're upgrading our volume base and reducing low-margin business, we are providing a better foundation to build off of, as we plan for future margin accretive innovation. And Dave has obviously brought a fresh perspective around how to sustain that strong historic supply chain performance and build on it even further, and he'll share those views in a few weeks.
Andrew Lazar:
Got it. And that leads into my next one, which is based on some of the filings of Form 10s and such, it shows that ConAgra Brands will have a or does have a gross margin that is certainly substantially -- despite the progress, right, substantially lower than the large cap peer group. And I guess, I'm just curious, and I know you'll talk more about this in couple weeks, but is there any, I guess -- or how much of that gap, let's say, with the group do you see as maybe structural? Or any reason that this gap, I guess, can't be significantly narrowed over time? And is it something we'll hear more about perhaps at the Investor Day?
Sean Connolly:
Yes, it certainly will be, and if you picked up on one of the comments I made, Andrew, in my prepared remarks, if you look at our branded businesses in the U.S. as an example, you've seen margin improvement of about 700 basis points versus the same quarter two years ago. So clearly, we believe and we demonstrated that we can do the things necessary to expand those margins and by no means do we think our work is done. We will continue to chip away at that, and we'll do it using a number of different factors. And we talked about those factors but, hopefully, investors are getting a sense of how relentless we are in terms of pursuing margin expansion.
Operator:
And we'll take a question now from David Driscoll with Citigroup.
David Driscoll:
I wanted to ask just a little reconciliation on the quarter itself. So the timing issue was, I think, you said $30 million, so that's something like $0.05, and then the lower tax rate was maybe worth another $0.04. So is it correct that maybe if you think about this quarter, let's say, a $0.54, it's still a very solid beat over your original guidance, but those two other effects are notable. Is that -- do I have those correct?
Dave Marberger:
Yes. That's correct on the $30 million, David, with the SG&A and the tax rate is actually higher because of the impacts of the sale and the impairment.
David Driscoll:
Sorry, versus the estimates that were going into the quarter is what I'm getting at for how we were modeling this. But okay, fine. And then as you look forward here, the -- is there any comments that you can give us on dyssynergies? Really, Sean, your comments are so very positive, but I always wonder if when breaking these things up, isn't there just fundamentally a dyssynergy number that's got to be overcome? And would just appreciate, I know this is maybe in advance of the big Analyst Day, but is there anything you can do to help us because we've got to put numbers out today for the forward forecast and would appreciate any comments on the dyssynergy computations.
Sean Connolly:
David, the strategy that we've been undertaking to transform this portfolio, we've been at it now for a while, and we have anticipated that you will have some things that flow back against you. It's one of the reasons why we moved so aggressively on the $300 million efficiency program right out of the gate is because we wanted to stay out ahead of this stuff. Similarly, it's the same reason our supply chain team is aggressively trying to get out ahead of any absorption benefits that we might lose when we pull back on volume. So we try to look around corners. We try to anticipate it and then we try to stay ahead of it. So with respect to ConAgra Brands, sure, there will be some modest stranded as we go ahead and step through these things, but that's part of the reason why you see us getting so aggressive on costs. Lamb is a standalone company, and you'll see the details on that in the Form-10. And obviously when you set up a standalone company, you're going to incur some unique costs for doing that but obviously, we strongly believe the benefit of having Lamb as an independent pure-play company with its great performance and growth prospects is really the story there. That's a terrific equity, and we can't wait to tell investors about the story in a few weeks.
Operator:
We'll take a question now from Rob Moskow with Credit Suisse.
Rob Moskow:
Sean, I was -- in your prepared remarks, you said a lot about trying to get away from the highly priced sensitive consumer by walking away from a lot of these promotional programs, and I think that makes a lot of sense. I think one of the challenges you might have at the Analyst Day is, the perception of the portfolio of ConAgra is that a lot of the brands are targeted towards price-sensitive consumers that they are value brands. In your work on those brands, have you found kind of like a segmentation within those consumers that X percent are really price-sensitive for Chef, for example, but Y percent are very loyal. And do you have any insight for us on that that could help us?
Sean Connolly:
Yes, I'll make a brief comment, Rob, and then I'll turn it over to Tom McGough to add some color. But when we're talking about these incredibly, what I'll call, price-obsessed consumers who really only buy on prices, it's not a large percentage of the user base. I mean, there is plenty -- way more brand loyal users in the user base in brands like Banquet. The issue is catering to that small group that is super price-sensitive has an unwanted effect on the balance of the business. So we've got terrific brands. And keep in mind, you've got millions and millions and millions of households out there that make $50,000 a year that need good value and -- but they are incredibly brand loyal households as well. Tom, you want to add anything to that?
Tom McGough:
Sure. What I'd add is, we will provide data that splits our volume base across loyals and switchers, and the vast majority of our consumer base are those consumers that are loyal that buy their purchases based on the strength, the benefit, the features of our products. I think what Sean highlighted is that, by focusing on incremental volume to trade promotion, we're subsidizing the purchases of those people that would normally buy us at full retail price. And our focus on trade is trying to improve the ROI on those merchandising events. So at the end of the day, we will have a stronger consumer base with a higher percentage of loyal consumers, and we will drive margin improvement through the trade productivity that we will invest in those attributes that those consumers are looking for over time.
Operator:
Ken Goldman with JPMorgan has our next question.
Ken Goldman:
In looking at the SG&A reduction, I know you talked about how some of it was temporary. I'm trying to get a sense though of how much of the remainder of that, right, is still the majority of that reduction that's not being deferred to later in the year, we can think of as maybe permanent. So maybe could you help us break out some of the drivers of that reduction, may be roughly bucket headcount reductions versus A&P savings, things like that? And I guess, as a carload to that, in terms of the amount that was pushed out of 1Q, I think you said $25 million to $30 million, could we model all of that being in 2Q? Or should we spread that throughout the year, as we look ahead?
Sean Connolly:
First of all, Ken, I'll start, and Dave, if you want to add any color, go right ahead. The SG&A program that we've been focused on is a $200 million program, that is not an A&P program. That is a structural SG&A program. And we are, obviously, making great progress against our $200 million goal. Yes, we are tracking a bit of schedule but also some of what you are seeing, as Dave mentioned, is timing. And we're going to get into our outlook in terms of how it will flow going forward in a few weeks when we get to our Investor Day for ConAgra Brands. But the way I'd think about SG&A or for that matter, any inefficiency opportunities, we got our targets, we're making good progress on our targets, and we'll always continue to look for more pockets of inefficiency because it just gives us more fuel for growth.
Dave Marberger:
And Ken, let me call on that.
Ken Goldman:
Okay.
Dave Marberger:
Just so if you look at SG&A and you have to work through all the adjusted items, right, so if you look at the total SG&A, if you look year-on-year, we're down about $75 million for the quarter. And as I said in my remarks, about $30 million of that is really a timing that will come in, in later quarter. So that's where -- $40 million to $45 million is really the incremental kind of run rate, if you will, for the quarter for that. As you know, we started the savings in fiscal '16 really in the Q3 and 4, so Q2 will be another big incremental quarter, and then it'll start to wrap in the second half of this year where the increases will be less. But by the end of this fiscal year, we'll be 85% to 90% complete in terms of the total $200 million reduction plan.
Ken Goldman:
Okay, that's helpful, Dave. Quick follow-up, if I can. On Lamb Weston, you decided to load it up with a decent amount of leverage. Is that the natural result of wanting ConAgra Brands to have a squeaky clean balance sheet, maybe for M&A? And I'm a little confused about the decision to spin it off without a permanent CFO in place, it's a little unusual. That's not about anyone in particular, I like John, I'm just not sure how much confidence investors are going to have in whatever path is, I guess, outlined at the Analyst Day given that there is a new CFO coming in a few months later. So maybe you could help us understand the decision-making there?
Sean Connolly:
Yes. Let me try to be helpful there, Ken. With respect, first of all, to the Lamb leverage, the ConAgra Board has been squarely focused on how to maximize total value, and this is top of mind when thinking about decisions like leverage. And as you'll see at Lamb's Investor Day in a couple of weeks, it is an extremely strong business with excellent cash flows, and we are quite confident that it will continue to thrive. Beyond that, we're going to hold off until the Investor Day to get into details on things like capital priorities. With respect to the Lamb CFO, I think the big picture here that I don't want investors to lose is, we are making excellent progress rounding out the Lamb management team. You're going to learn more about these folks here in short order as well as populating the Board with seasoned veterans that are really going to help this company get off, I believe, to a flying start. We are very far along in terms of the CFO search process. I don't want to get into the details of that process or our motives publicly for obvious reasons, but with the Investor Day just a couple of weeks away, we are very fortunate to have John Gehring help us get things launched. And for those of you who weren't tracking with Ken's comments, you might have missed the -- in this morning's announcement that John will be the Interim CFO here over the course of the next couple of months, as we stand Lamb up. But again, we'll have more to talk about on our permanent CFO in the not-so-distant future.
Operator:
Our next question comes from Bank of America's Bryan Spillane.
Bryan Spillane:
Just two quick ones for me. First, and I might have missed this, but the effective tax rate in the quarter once you've excluded all of the one-time items, just -- what's the clean sort of effective tax rate?
Dave Marberger:
The clean effective tax rate, 33.5%.
Bryan Spillane:
Okay. And then the second one for you, Sean, is just -- as you're going through this process of reducing the -- your promotional activity and taking that the volume hit that comes with that, velocity starts to slow. And sometimes when velocity slows, it starts to compound on itself. So can you talk a little bit about just what you are doing? What the circuit breakers are just to make sure you don't get yourself into a situation where you've got the sort of the volume base right but it's hard to restart some velocity because of where the momentum is? And I guess, related to that, just could you confirm, it sounds like with advertising and marketing may be down in the quarter, you're still going through this process of resetting volume at a time where there's going to -- you're not really maybe necessarily fully supporting the brands with the advertising you tend to?
Sean Connolly:
All right. There's a lot there. Let me try to hit the key points there. First of all, what we're doing it's a bit like if any of you have ever remodeled a house, it's a bit like that. The process is a bit messy, but if you want to get to the desired outcome, you got to go through the process. And this is a transformation that we're undertaking here, and our approach is to value profitable growth, not any growth but we do keep a close eye on markers to make sure that the business is in control and doing what we plan. So as an example, if you get into the scanner data and you peel it back, you'll see obvious things that you should expect such as baseline trends being significantly different from promoted trends. And then furthermore, if you get into baseline velocities, you will see that our baseline velocities are, in fact, quite stable. You will see TPDs going back, but you'll see TPDs going back because we, along with being very focused on price, have infused into the marketplace over a number of years a long tail of low-margin, nonproductive SKUs of multiple sizes that we are -- frankly, they had no value, so we've to get them out. Our customers appreciate that. It's part of being good category managers. And then the key is to continue to support the items that are moving at strong velocities, contemporizing them, refreshing them and then adding to them with new innovation and then ultimately proper marketing support. Now with respect to your question of marketing support in the quarter, yes, A&P was down. Some of that is timing because we do want to align our A&P spend with planned in-market actions like innovation launches and key promotions, things like that. So some of its timing, but some of it is just good discipline and getting rid of nonworking or attempted working marketing that just, frankly, wasn't. And that is you see -- and also buying better. Your GRPs were up 7% in the quarter on a fewer dollars, so the impact was reasonably respectable. And I think it's important that we keep that kind of support out there while we're taking some of these promotion items, so we can really evolve the conversation with our consumer to be about something other than price and that's we're doing. We'll talk about this quite extensively along with things like portfolio segmentation strategy in a few weeks at our Investor Day.
Operator:
We'll move now to Alexia Howard with Bernstein.
Alexia Howard:
Two questions. Firstly, on the volume declines. You talked a lot about how a lot of that's deliberate given the actions that you're taken to improve the quality of revenues. Are you able to tell us if you haven't taken those actions, what the underlying volume decline would have been? And further, are you able to tell us roughly what proportion of overall volumes are associated with these consumer segments that you're really not that interested in? So volume is the first one. The second question is we're hearing from a number of places that retailers, particularly large retailers, are beginning to demand more reinvestment in price and promotional activity, which seems to be the opposite direction from where you're going. How do think that's going to play out in 2017? And are you confident that you can sort of hold your ground without losing distribution?
Sean Connolly:
Sure. Alexia, I'll take the second one first. On the notion that some retailers may be asking for more promotion, quite frankly, that tends to vary fairly meaningfully by category depending upon what a retailer's objectives are with particular categories. In general, our customers are asking us for growth and innovation. They want to see us evolve our brand so that we're not competing on price, so that we're competing on quality measures. You see customers giving more and more real state to these challenger brands that have modern food attributes like natural, organic, premium. These are the things that consumers are demanding, and this is what many of our retailers in our categories are prioritizing. And it's precisely why we're evolving the businesses that we own as well as adding new businesses that are complementarity like Frontera, Blake's and others like that. With respect to our volume piece, let's go back to the point in my prepared remarks, I think, that really describes it best. This is a -- our actions are broad-based but the volume decline, when you add it up, is incredibly concentrated. And in our case, it was in our six brands, each of which has its own story as to what we're doing and why we're doing it. But if you use Banquet as an example because that's the biggie, here's how to think about Banquet. The bottom line is locking a brand into a $1 price point for decade. It's just not a good business decision because it puts relentless pressure on margins and in turn, food quality. And at the same time, it retrains our Banquet loyalists to buy on deal. So the change was long overdue. And while the topline optics can be ugly until you wrap a year later, it's up over 300 basis points, the business and grows margin, which is excellent news. Now we've got to continue to support the business with levers other than price. And that's what we're going to do, and that's what our customers are counting on us to do.
Operator:
We'll take a question now from Akshay Jagdale with Jefferies.
Lubi Kutua:
This is Lubi filling in for Akshay. First question is just on the consumer brands businesses. If you can comment on advertising expense this quarter, just trying to understand the different pieces of the -- setting the profit outperformance this quarter. So how much was -- advertising expenses were down during the quarter? And how should we think about that going forward?
Sean Connolly:
A&P was down in the quarter, as we talked. GRPs were up so impact was up, but we spent less money. We will move -- some of those dollars are moved into the remaining quarters for the balance of the year, as we talked. But it'll -- a piece of it was timing and a piece of it was just improved efficiency.
Operator:
We'll move now to Mario Contreras with Deutsche Bank.
Mario Contreras:
Sean, you mentioned in your prepared remarks that there were some good outperformance from the supply chain team in offsetting some of the over head absorption from the volume declines. Can you talk a little bit more specifically about how they're able to go about achieving that? And then related to that, how were the volume declines tracking versus your expectations going into the quarter?
Sean Connolly:
Yes. The supply chain team at ConAgra has been doing a great job for a long time. I don't know how much we've talked about the capabilities that we've had with investors, but we intend to do that in a few weeks. And we've had very strong gross productivity performance historically, and we're continuing to work to not only sustain that but to find new ways to build upon that, and we'll outline that here coming up in a few weeks for you. With respect to the volume overall, it's pretty consistent with what we expect. And if you just go back to our last couple of quarters, I've tried to be very transparent around not only our strategy, but the implications of our strategy and the notion that it's not always pretty to look at but it's important that we go through this if we're going to get to a different place. And -- but we feel like we're squarely on track.
Operator:
We'll take a question now from Jonathan Feeney with Consumer Edge Research.
Jonathan Feeney:
Sean, a lot of what you've done had obviously made tremendous improvements to the value proposition. And I'm wondering, how much of -- you talked about these, your price seeking, your value only consumers, how much of this is a change in the consumers, say, over the past three or four years where maybe the strategies that were good four years ago are less relevant today? And how much of this is just you bringing a fresh set of eyes and a new methodology to the business? And I asked because maybe that -- those trends continue and it's actually maybe it's a little bit of -- it's a great time for -- I shouldn't say it's a great time, it's a much improved time for lower and middle income consumers right now with falling gas prices and wage gains. And I wonder if maybe just that improvement is helping you realize this pricing and maybe better-than-expected results?
Sean Connolly:
The way I'd think about it, John, is when the consumer looks at a brand, the brand is going to communicate something to them. For a long time, our brands communicated deal. We are a deal brand and interestingly, even low income consumers are very interested in a brand communicating with them on other means. For example, there were -- there was a period of time in our past where our PAM business was heavily promoted and the only trick in the book that we turned to was dealing. But if you look at consumer trends in oil over the last few years, you see that the oils have changed, it's moved to things like olive oil, things like coconut oil. So instead of competing on PAM on price attributes, we've evolved the PAM business, and we've got olive oil PAM. We've got coconut oil PAM. These are relevant modern-day attributes that changed the discussion with the consumer to be about something that they value and they will pay more for and not about deep discounting. That's just one example. We'll talk about more examples at our Investor Day, but that's exactly what we need to do to get really the loyalty up on our business, get our prices up and build our overall brand strength to make it as modern as it can be.
Operator:
Our final question today will come from Todd Duvick with Wells Fargo.
Michael Walsh:
It's actually Michael Walsh filling in for Todd. Sean and Dave, you've been consistent in publicly stating your desire to retain an investment grade credit rating. And earlier, you mentioned that as well. You also mentioned debt reduction, and I know ConAgra Brands will get a $675 million payment from Lamb Weston with the spin. You're going to lose a chunk of EBITDA. Can you just talk about how much debt reduction you expect going forward? And do you have any type of leverage target that you would manage your balance sheet to?
Sean Connolly:
Yes, thanks for the question. With respect to balance sheet questions, we're going to get into that in earnest in a few weeks at Investor Day. But with respect to ConAgra Brands, big picture as we've said and as you pointed out, as we intend to continue our commitment to being rated investment grade, we'll continue to a balanced capital allocation philosophy with strong dividend and a willingness to buy back shares and an appreciation for smart, value creating M&A. All of those things are fair game, which is not a departure from where we've been but rather very consistent. But we'll get into more details here on that in a few weeks.
Operator:
This concludes our question-and-answer session. Mr. Nystedt, I'll hand the conference back to you for final remarks or closing comments.
Johan Nystedt:
Thank you. As a reminder, this conference is being recorded and will be archived on the web as detailed in our news release. As always, we're available for discussions. Thank you for your interest in ConAgra.
Operator:
This concludes today's ConAgra Foods First Quarter Earnings Conference Call. Thank you again for attending and have a good day.
Executives:
Johan Nystedt - VP, Treasury & IR Sean Connolly - CEO John Gehring - CFO Tom McGough - President, Consumer Foods Tom Werner - President, Commercial Foods
Analysts:
Andrew Lazar - Barclays Capital Ken Goldman - JPMorgan John Colantuon - Morgan Stanley Jonathan Feeney - Consumer Edge Research Bryan Spillane - Bank of America Merrill Lynch David Driscoll - Citigroup David Palmer - RBC Capital Markets Akshay Jagdale – Jefferies Mario Contreras - Deutsche Bank Alexia Howard - Sanford Bernstein Robert Moskow - Credit Suisse Chris Growe - Stifel Nicolaus
Operator:
Welcome to today's ConAgra Foods Fourth Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan and I'll be your conference facilitator. [Operator Instructions]. At this time, I would like to introduce your hosts from ConAgra Foods for today's program, Sean Connolly, Chief Executive Officer; John Gehring, Chief Financial Officer; and Johan Nystedt, Vice President, Treasury and Investor Relations. Please go ahead.
Johan Nystedt:
Good morning. I'm Johan Nystedt, ConAgra's new VP, Treasury and IR. As Chris mentioned at the April earnings call, we're transitioning the IR function to my team here in Chicago. Chris is not able to join today's call due to a family matter. While he will be back next week, feel free to reach out to me directly on any follow-up questions you may have. My contact details is at the top of the earnings release. I realize that I have big shoes to fill and I'm looking forward to be working with you. That said, during today's remarks, we will make some forward-looking statements and while we're making those statements in good faith and are confident about our Company's direction, we do not have any guarantee about the results we will achieve. So if you would like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I refer you to the documents we filed with the SEC which include cautionary language. Also, we will be discussing some non-GAAP financial measures during the call today and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found either in the earnings press release, Q&A or on our website at investor.ConAgraFoods.com. Click financial reports and filings, then non-GAAP reconciliations. Now, I'll turn it over to Sean.
Sean Connolly:
Thanks, Johan. Good morning, everyone and thanks for joining us to discuss our fourth quarter and full-year FY '16 earnings. I'm pleased with our results which reflect the progress we're making as we continue to execute our strategy to drive focus and discipline across the Company. Diluted comparable EPS for FY '16 was $2.08, compared with $1.93 in FY '15 which included an extra week. For the fourth quarter, we delivered comparable EPS of $0.52, slightly above our $0.50 guidance. Before John and I get into details of our full year and Q4 results, I want to provide you with a bit of context and perspective on where we're as we continue to build the foundation to support ConAgra Brands and Lamb Weston as separate, pure play businesses following the spin plan for later this year. It's been a very busy year and I'm pleased with the way the Organization has embraced the changes needed to drive value across ConAgra. We have not only implemented many of the structural changes necessary to create a more focused Company, but we have materially evolved our culture, adopting the discipline, focus and performance orientation we need to succeed going forward. We began the year with an aggressive agenda and accomplished a tremendous amount. You've heard me discuss many of our accomplishments throughout the year and we haven't let up. We have much more to do to fully optimize our business which will take time, but we're committed to the challenge. Consistent with our efforts to become a more focused Company, over the last several weeks we reached agreements to sell two terrific businesses that will be better served by more focused ownership, Spicetec Flavors & Seasonings and JM Swank. We will receive combined proceeds from these sales of approximately $480 million. These divestitures will sharpen our attention around our core product portfolio to drive sustainable growth and the sales of Spicetec and JM Swank further position us to execute a smooth separation into two pure play companies, ConAgra Brands and Lamb Weston, in the coming months. We expect to utilize the proceeds from the Spicetec and JM Swank divestitures as part of our broader balanced capital allocation plan which includes debt reduction, an attractive dividend, share repurchases and acquisitions. In addition to bringing more focused, the actions we took during the year enabled us to reduce our debt by approximately $2.5 billion and our balance sheet is much stronger than it was just 12 months ago. Since we last spoke in Q3, we've also continued to build momentum around our $300-million efficiency plan and our efforts to transform ConAgra into a lean, agile and more focused Company in order to improve profitability and unlock shareholder value. We recognize there's still more to do on this front and we continue to expect to realize the majority of our efficiency improvements in FY '17 and FY '18. As part of our transformation to a more leaner and nimble Company, we're settling into our corporate headquarters in downtown Chicago. In fact for, the first time, we're conducting this call from our new space. We moved in early this week and we're excited to have the Leadership Team and our consumer business under one roof. It's a great new space and our Team is energized and the more open floor plan will foster enhanced collaboration and accelerate our shift to a more innovative and tightly connected culture which will play a key role in driving performance and in creating value. Our Team also remains hard at work on the separation of ConAgra into two public pure play companies. We expect to file the initial Form 10 by the middle of July and will be hosting Investor Days for both companies in advance of the completion of the spin. We will be following up later this Summer with more specifics regarding the date, times and locations for those meetings. Our teams are working diligently to prepare ConAgra Brands and Lamb Weston for their lives as standalone public companies. We remain highly confident that this is the right path to maximize value for stakeholders, who will benefit from improved operating performance and consistency from both businesses. With FY '16 complete, the Team is proud of our accomplishments on behalf of shareholders and we now begin FY '17 ready to build on our momentum. It will take time to truly optimize ConAgra, but this Team has developed the refuse-to-lose attitude that I believe will enable our success. So on to our segment performance. As you know, our focus in Consumer Foods is on unlocking the significant latent potential of the business by expanding margins, improving brand health and delivering more consistent performance. We have aggressively executed against that strategy during FY '16 by allocating resources more efficiently through portfolio segmentation with a focus on building a higher-quality investment-grade volume base. At the same time, we're becoming more effective in pricing, mix management and trade promotion productivity and more efficient from a supply chain perspective. These advancements, coupled with favorable commodity input costs, provided us with fuel to grow profits, reinvest in the business and position our volume base for the long term. Clearly, we still is have more to do to realize our full potential as a branded food company. That said, we've made tremendous progress by re-igniting our operating performance this year. For the year, sales declined as we expected, consistent with our efforts to upgrade our volume base, take selective pricing actions were justified and improve our trade spend discipline. As we said early in the year, the payoff was going to be in margins, not sales and our results reflected our progress against that objective. Gross margins expanded, providing good fuel to reinvest in the business. For the full fiscal year, comparable operating margin grew to just under 17%, almost a 200-basis-point improvement over last year and comparable operating profit grew 7% to $1.2 billion, overall, a strong performance by the Team. In addition, we made progress throughout the year as we invested behind A&P Reddi brands, like Reddi-wip, Marie Callender's, PAM, Bertolli, Slim Jim and Hunt's. For the year, we increased A&P spending 12%, including 8% in Q4. Importantly, we have developed a much more rigorous and targeted approach to allocating these dollars against brands where we can drive the greatest margin impact. Our results for the quarter mirrored our results for the full year, as we experienced a 5% decline in net sales after adjusting for the benefit of the extra week last year, principally driven by volume declines related to the actions we're taking on pricing and trade spend. In fact, virtually all of the volume decline was a result of Banquet pricing associated with product upgrades and a broader portfolio decision to walk away from promoted volume that offered weak returns and conditioned the consumer to look for deep discounts. Once again, this was planned as we successfully expanded gross margins, allowing us to increase our brand investments and strengthen our non-promoted volume base. Operating margins also increased during quarter to slightly over 17%. Although comparable operating profit declined for the quarter to $290 million, this was a function of the extra week in the prior year, FX and the volume impact of pricing and trade actions, partially offset by lower SG&A. Expanding operating margin was our goal for the quarter and our focus on price mix and supply chain and SG&A productivity delivered results. Our FY '16 results are a testament to the fact that our strategy is working. Importantly, we're at the early stages of what we can achieve as a standalone business and I'm more encouraged than ever about the work happening in Consumer Foods and the significant opportunity ahead as we continue to accelerate our progress. As I've said before, discipline and investment create a virtuous cycle. Over time, stronger brands lead to better pricing power and higher margins and we're clearly on the right path to maximizing value here. We look forward to sharing much more with you on ConAgra Brands at the Investor Day this fall. Now, turning to Commercial Foods, for the year, net sales were approximately $4 billion, up slightly from the prior year. Operating profit was approximately $630 million, up nearly 12% from the prior year. Fourth quarter net sales were approximately $1 billion, down approximately 6% from the prior year, due principally to the 53rd week in the year-ago period. Operating profit was $156 million, in line with the year-ago results. We continue to see significant opportunities to drive growth across the Lamb Weston business, supported by food-away-from-home trends in the U.S. as well as growing demand in emerging markets. Consistent with our plans to capitalize on these trends, we recently announced an important investment in our Richland, Washington facility to expand our domestic production capacity which we also leverage for exports. We also announced an exciting investment in Russia by our Lamb Weston/Meijer joint venture. These investments will enhance our ability to support the increasing consumer demand for value-added potato products and the steady growth in key emerging markets like Russia. Ultimately, we expect these investments will contribute to our ability to continue to grow our share and deliver strong top- and bottom-line results for shareholders. More broadly, we continue to make good progress in preparing Lamb Weston to become a standalone business. We will be providing more details in the weeks to come. Before I turn it over to John, as always, I want to take a moment to acknowledge the resilience and dedication of our talented Team as we work to transform ConAgra into a stronger, more consistent Company with a more valuable future. While FY '16 was a year of significant change, we remain a work in progress. That said, I'm more confident than ever as we look ahead and I greatly appreciate the energy and focus on serving our customers that I see on display on a daily basis. Over to you, John.
John Gehring:
Thank you, Sean and good morning, everyone. In my comments this morning, I will address several topics, including a recap of our 2016 fiscal fourth quarter performance; comparability matters; cash flow, capital and balance sheet items; and some brief comments on our outlook for FY '17. I'll start with some comments on our performance in our fiscal fourth quarter. Overall, we reported a loss of $0.07 per share from continuing operations, compared with $0.54 of diluted earnings per share from continuing operations in the prior-year quarter. The decrease from prior year is principally driven by a substantial noncash charge related to the year-end remeasurement of pension amounts. I'll provide some additional comments on this pension charge when I discuss comparability items. After adjusting for this charge and other items impacting comparability, diluted EPS from continuing operations for the fiscal fourth quarter was $0.52, slightly better than we had planned and modestly below the $0.55 in the year-ago period. As a reminder, the prior fiscal year and fourth quarter included an additional week which added roughly $0.04 per share to the EPS base. In our Consumer Foods segment, net sales were approximately $1.7 billion for the quarter, down about 12% from the year-ago period. We estimate that the extra week impacted Consumer Foods sales and volume by approximately 7%. After adjusting for the benefit of the extra week in the prior year, net sales declined 5%, reflecting a 4% decline in volume, flat price mix and a negative 1% impact from foreign exchange. Segment operating profit adjusted for items impacting comparability was $290 million in the fourth quarter, versus $324 million in the year-ago quarter. The decline in comparable earnings reflects lower volumes, including the impact of the extra week in the year-ago quarter and a negative FX impact of about 2%, partially offset by lower SG&A. For the fiscal fourth quarter, operating margin, adjusted for items impacting comparability, expanded modestly, driven by a slightly larger increase in gross margins. While the year-over-year comparable margin expansion slowed this quarter, we note that the FY '15 fourth quarter delivered very strong margin expansion and during that quarter, we began to see the impacts from our margin expansion efforts. For the full year, operating margins, adjusted for items impacting comparability, expanded over 180 basis points reflecting pricing discipline, mix management, supply chain efficiencies and favorable input costs, offset by higher marketing and incentive costs. On marketing, Consumer Foods advertising and promotion expense for the quarter was $64 million, up about 8% from the prior-year quarter, reflecting our efforts to continue to strengthen and support our brands. Foreign exchange this fiscal quarter had negative impacts of $15 million on net sales and about $7 million on operating profit. In our Commercial Foods segment, net sales were approximately $1.1 billion or about 6% below the prior-year quarter, principally reflecting the impact of the extra week in the year-ago period. The Commercial Foods segment's operating profit, adjusted for items impacting comparability, was $151 million, versus $154 million in the year-ago quarter. The decrease reflects the impact of the extra week in the prior year and higher incentives expense, partially offset by good sales and margin performance in our Lamb Weston business. Equity method investment earnings were $31 million for the current quarter and $30 million in the year-ago period. Moving on to corporate expenses, for the quarter, corporate expenses were approximately $414 million. Adjusting for items impacting comparability, corporate expenses were $62 million, in line with the year-ago quarter, reflecting benefits from our cost savings efforts, offset by higher incentives expense. On our SG&A cost savings initiatives, we're making good progress and we expect to realize the majority of our $200 million of SG&A cost savings over the next two years. Further, as I have previously noted, the benefit of our previously announced cost savings programs are concentrated in our Consumer business and we have developed aggressive targets and plans so that we can both offset modest stranded costs as they arise and selectively invest back into the business to build capabilities that will expand operating margins over time. Discontinued operations posted diluted EPS of $0.34 in the fourth quarter. Substantially all of the earnings relate to a $147-million tax benefit associated with the recognition of a portion of the capital loss carry forward asset resulting from the sale of the Private Label operations earlier this year. We expect to utilize the $147 million of capital loss asset to offset substantially all of the tax liabilities related to the recently announced divestitures of our Spicetec Flavors & Seasonings business and our JM Swank business which are expected to be completed during the first quarter of FY '17. On comparability items, this quarter included several items as follows. First, we had approximately $0.49 per diluted share of net expense related to the year-end remeasurement of pension amounts. This charge is related to the accounting change we made several years ago whereby we elected to immediately recognize significant actuarial gains and losses in our P&L rather than amortize them over time. The non-cash charge this year is driven by the drop in interest rates and therefore our discount rate and some lower returns on investments over the short term. Importantly, we remain comfortable with our current funding levels. In addition to this item, we also had approximately $0.07 per diluted share of net expense related to an impairment charge for our Chef Boyardee brand, driven by our plans to improve the quality of the volume base which we expect to result in lower net sales over the near term. Next, we had approximately $0.04 per diluted share of net expense related to restructuring costs and costs related to the previously announced planned spinoff of Lamb Weston. We also had approximately $0.03 per diluted share of net gain related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated corporate expense. Finally, we had several smaller items, including approximately $0.01 per diluted share of expense for recent developments in a legacy legal matter, approximately $0.01 per diluted share of benefit from selling certain assets within the Commercial Foods segment, approximately $0.01 per diluted share expense for adjustments to prior-year tax credits and about $0.01 of rounding. On cash flow, capital and balance sheet items, we ended the quarter with $835 million of cash on hand and no outstanding commercial paper borrowings. Operating cash flows from continuing operations for FY '16 were approximately $1.05 billion, versus $1.22 billion in the year-ago quarter. The decrease is driven principally by higher tax payments in the current fiscal year. On capital expenditures, for the quarter, we had capital expenditures of $150 million, versus $103 million in the prior-year quarter. Net interest expense was $61 million in the fiscal fourth quarter, versus $88 million in the year-ago quarter and dividends for this fiscal quarter were $109 million, versus $107 million in the prior-year quarter. On capital allocation, we remain committed to an investment-grade credit rating and a capital allocation strategy appropriately balanced between further debt reduction, a top-tier dividend, share repurchases and additional growth investments. For the year, we repaid approximately $2.5 billion of debt, mainly from the proceeds from the sale of the Private Label operations earlier this year. During the fiscal fourth quarter, we did not repurchase any shares and we have approximately $132 million remaining on our existing share repurchase authorization. Also, the Company recently announced agreements to sell its Spicetec Flavors & Seasonings business and the JM Swank business, each of which is part of the Commercial Foods segment. The transactions are expected to generate combined proceeds of approximately $480 million and both transactions are expected to close during the fiscal first quarter of 2017. As previously noted, we plan to utilize approximately $147 million of our capital loss carryforwards to substantially eliminate taxes that would otherwise be payable in connection with these sales. Also, the remaining capital loss of approximately $3.6 billion pretax or $1.4 billion after tax, is available to offset capital gains over the next five years. We remain confident that the Company will be able to realize significant tax benefits in the future as we work to reshape our portfolio in a disciplined manner. These proceeds are expected to be utilized as part of our broader balanced capital allocation plan. Now, I'd like to provide a few comments on our outlook for FY '17. First of all, given the pending Lamb Weston spinoff, we're not in position today to provide EPS guidance for the full fiscal year. As we have noted, we believe our Investor Days will be the proper form ever forum to provide both FY '17 and long term guidance for both companies. Further, on the timing of the spinoff, we're on schedule to complete the spin this fall. We expect to file a Form 10 over the next couple of weeks and once we get further into the Form 10 process later this summer, we expect to be in a position to provide dates for our Investor Days. For FY '17, while we're not in a position to provide full-year EPS guidance, I would note the following. For Q1 FY '17, we expect EPS growth to be in the mid to high teens from our earnings base of $0.41, driven by continued focus on margin management across both our Consumer Foods and Commercial Foods segments, continued strong top-line performance in our Commercial Foods segment, increased benefits from our cost savings programs and lower interest costs. We will also continue to invest in capabilities to strengthen and position our brands for stronger growth over the long term. Overall we expect the positive trends from our FY '16 to continue into FY '17. We look forward to building out our long term expectations at our Investor Days, at which time, we can provide more details about portfolio segmentation and expectations for top-line growth, margin expansion, capital allocation of financial policies, phasing of our SG&A and trade efficiency benefits, brand investment targets, as well as the short term impacts of any stranded costs associated with the planned Lamb Weston spinoff. In closing, we're pleased with our FY '16 performance and the changes we were able to execute to improve the long term health of the Company. We still have a lot of work to do, but we're confident we're taking the right actions to drive attractive value creation over time. That concludes our formal remarks. Before I turn it back over to Sean, I just wanted to briefly address my pending retirement. I'm excited to begin the next phase of my life and am looking forward to the opportunity to allocate more time to my family and interests outside of business. I'm equally excited, though, about the future of this Company. I've enjoyed seeing new Team come together under Sean's leadership and I'm confident that the Company is on the right track. It's been a privilege to work at ConAgra Foods for the past 14-plus years and to have served as its CFO for the last 7.5. Lastly, I will miss the relationships I've developed with many of you in the analyst and investor community over the years and I appreciate your interest in the Company and the insights and questions you've shared over the years. Now, let me turn it back over to Sean.
Sean Connolly:
Thanks, John. Before we turn things over to the Q&A section, I'd just like to say how grateful we're for John's many years of distinguished service to our Company. Johns has been an outstanding CFO, leader and friend and John, we wish you the very best of luck in your next chapter. With that, Operator, let's move to the Q&A please.
Operator:
[Operator Instructions]. Our first question today will come from Andrew Lazar with Barclays Capital.
Andrew Lazar:
One of the key strategies you've embarked on is the Consumer segment de-emphasizing the non-investment grade volume in favor of margins and returns and we've seen that obviously manifest itself on the top line with lower volumes but higher price mix. So I was a little surprised to see that price mix in the quarter was flat despite the more significant volume decline in the quarter, so was there any specific reason I guess discrete this quarter that we didn't see more of that come through and then in the forward-looking commentary for the first quarter, price mix was one of the things listed that was expected to be a positive contributor so maybe what's expected to drive that improvement sequentially versus what the pricing that did not come through in the fourth quarter?
Tom McGough:
Let me just kind of set the background on price mix. We think about pricing in terms of three components, the first is inflation justified, the second, proven by trade productivity and the third pricing in conjunction with brand and quality upgrades that we made. When you look at Q4 there are several things that are affecting price mix in the quarter. Our pricing activities are focused on how do we increase our overall margin which we did in the quarter. So in terms of inflation justified pricing we're being more disciplined and timely in pricing for commodity changes both up and down. As you know the vast majority of our brands are not in pass through categories but there are a categories that tend to be pass-through and one of those is fresh meat and in Q4 we saw protein deflation that we pass through on brands like Hebrew National and Odom's Tennessee Pride. So that was a deflationary, we built our overall margins. We continue to make progress on the second piece in terms of our trade productivity, we've committed to $100 million of productivity savings that's going to show itself up into additional gross margin which we saw in the quarter. You see it in the measured results we're making progress in lowering our percent on deal and you'll continue to see positive impact of that forward. And then finally when we restage a brand like Banquet which we’ve talked about we'll increase our price with those product upgrades. In this quarter we also launched a line of organic Healthy Choice steamers at premium pricing so that was a positive contributor. So what you see overall is the impact of this pricing end market, higher average price, lower promoted volumes and importantly a healthier more profitable non-promoted base. So overtime I think what you can expect is that our pricing margins will move up while there may be some quarter on quarter variations.
Operator:
We'll move now to Ken Goldman with JPMorgan.
Ken Goldman:
One quick one and then if I can sneak that one in then my more fundamental question. John, are you planning on sticking around until the next CFO has been identified? I was a bit confused because your comments today seem to suggest you may be departing a bit sooner than that?
A – John Gehring:
No, I will be here and I will work with the new CFO when he or she comes on Board and we will have a very full transition process so there will be plenty of overlap.
Ken Goldman:
And then I guess my question is this in terms of the consumer segment margin -- I realize you were up -- you talked about some of this and I realized you were up against a tougher comparison in the fourth quarter but if we go back even if we look at a two year basis the pace of margin improvement did slow fairly meaningfully from Q3 and you talked about certain things like FX, but you also did just mention cheaper meat which usually is a tail-wind for margins. So I'm just curious if you could really help us sort of bucket some of those margin headwinds you faced in the quarter and which of these you think will stick around into 1Q perhaps?
Tom McGough:
So just for background, expanding margins is a foundation of building stronger brands and accelerating our growth in the future and that's an ongoing continuous process. As we talked about there's a lot of components in terms of margin, there's certainly the pricing components, there's the productivity component, there's improvement in mix and then margin growth through renovation and innovation. So only the first really inflation justified pricing is only one component of margin but we did see some deflation of protein. In light of that we did see overall gross margins expand from the other component of our plan, particularly productivity lower commodities. I think you see end market our average price per unit is increasing and our margins were up as a result of this holistic approach. Over time our margins are going to grow, there's going to be quarter on quarter variations but we're committed to continue to drive a holistic approach to the margin expansion.
A – Sean Connolly:
I think one of the keys is as we pursue margin expansion we pursue higher quality volume base. We're not going to get overly exercised about some variability from quarter to quarter because every quarter has got a bit of a different story to it whether it's wrap, whether it's seasonality, whether it's the mix of products that we've got moving through it. The fact of the matter is our absolute margins and consumer continue to be in a significantly improved position versus where they've been historically and that's because of the discipline that we're driving and you know we're going to continue to drive that discipline here in the next couple of quarters because we've got a [indiscernible] out of our base some behaviors that we're not adding to value. So you're going to continue to see as we've talked before we want to see the center line of our profitability move north over time. There may be some variability around that quarter to quarter based on the dynamics of the quarter we're in but our goal is to drive the center line north over time and reduce the standard deviation around that center line and we continue to feel excellent about kind of the progress we're making in the path we're on.
Operator:
Matthew Grainger with Morgan Stanley has our next question.
John Colantuon :
This is John calling in for Matt. There has been some recent speculation around the potential for Lamb Weston to potentially be sold rather than spun. Without commenting on any specific transactions can you just address whether you're still open to potential alternative transactions for that specific asset and is there anything that you would lead -- would there be anything that would rule out you leading – would there be anything that would rule out you divesting the business at this stage rather than spinning it off?
A – Sean Connolly:
Well I appreciate you not asking to comment on rumor or speculation because we wouldn't be able to do that but I will reiterate that we're and we have been focused squarely focused on value maximization. We remain highly confident that our planned spin does the best job of meeting that objective. I've also said that many times that if something real and clearly superior were to emerge we would be open minded but the fact is we feel great about the spin and have all of our energy focused on executing that with excellence.
Operator:
We'll take a question now from Jonathan Feeney with Consumer Edge Research.
Jonathan Feeney:
Looking at the Commercial Foods segment, a little bit of a deceleration at the top line and just a couple of questions within that, first, you’re broadly kind of what's going on pricing versus volume in that and regionally if there's any other special details in there and secondly, it looks like you sold about 11% of the annual revenues of that business and these two transactions, was there anything outsized in those two businesses that presumably were part of that base and won't be going forward that may be affected that top line trend in commercial this quarter. Thanks very much and congratulations, John.
A – Tom Werner:
This is Tom Werner. Commercial Foods, the fundamentals of the business remain intact and I think your deceleration question is referring to Q3 to Q4 I'm assuming. If you remember in Q3, this year, we were lapping the port impact from prior year and that was significant volume and sales contributor to Q3 no question about it. On a comparable basis, in Q4 total commercial, we saw modest single digit low single digit growth volume and sales and the business fundamentally are in good shape going forward, feel really good about the growth prospects.
Jonathan Feeney:
And anything specific about the businesses you sold trend wise versus the business you're keeping?
A – Tom Werner:
No, they performed really well in FY '16. You know and as Sean mentioned we feel excited about their path going forward with their new owners.
Operator:
We'll move now to Bryan Spillane with Bank of America.
Bryan Spillane:
Two quick ones for me first, the Form 10 now going to be filed in Mid July, John can you just -- I think previously you were thinking about late Spring so can you just give us some color in terms of why it's taking a little longer to file it?
A – John Gehring:
I think that it's just the process of going through all of the carve out financial statements and as I'm sure you're familiar with 410s there's a lot of comprehensive information that has to be gathered at a much different level of detail that is just taking a little bit longer. So I don't think there's anything significant there. We feel good about the timetable. Obviously, there's a significant SEC review process that probably adds some variability to the time as we go forward but as I indicated, I think we're going to monitor that process closely and then like I said by the end of the Summer we should have a better opportunity to bracket precise timing on the close as well as the Investor Day, but nothing significant other than just the volume work required to get the document put together.
Bryan Spillane:
And then just the second one in terms of the $300 million of targeted savings, can you just give us a sense just how much you've already realized maybe what was in the quarter and how much you've realized so far to date?
A – John Gehring:
I'd say for the year for fiscal 16 I think we were something north of $50 million, might be a little bit more than that and then as obviously as we’ve said as we get into fiscal '17 and '18 we would expect to see and again I'm speaking right now the $200 million of SG&A. So we would expect to see the lion share of the SG&A in '17 and '18. I would tell you we would expect to see some ramp up in SG&A savings as we go through FY '17 because as we enter the year we still have some duplicate costs as people transition in new jobs and people transition out of the same jobs, for instance. So I think we feel good about the lion share of that going forward and then on the trade phasing I might ask Tom or Sean to comment briefly on any significant insights there.
A – Sean Connolly:
Sure, our process in terms of trade spending is going to be a perpetual process of using advanced analytics to measure, learn and improve our spending. Certainly over the course of this fiscal year we've made fairly significant improvement and you'll continue to see those in the upcoming periods.
Operator:
We'll move now to Citigroup's David Driscoll.
David Driscoll:
Just a couple of details and then a question for you, Sean. Just wanted to know, could you quantify what the benefit from lower input cost was in the quarter? And then is there any concern just about comping that next year? And then in the guidance, the double-digit number -- apologies guys, maybe you don't want to answer this -- but is that like 10% to 12% or does that mean 10% to 15%? I just don't know what the double digit means or how to appropriately deal with that for the Q1 guidance. And then Sean, the big picture question for you is, clearly, your enthusiasm is loud and clear. The volume losses, though, from an outside perspective, they do sometimes worry us and I'm just concerned about shelf space losses and does it mean that you have to put in a sizeable marketing investment to start to moderate these things in FY '17 and FY '18. Thank you.
John Gehring:
I was trying to write all that down, so I may miss something here. But let me start with the Q1 FY '17 double digits. As I clarified in my script, we're looking at that to be in the mid to upper teens. I recognize that double digits probably means anything from 10 to 99, so I think if you think in terms of mid to upper teens, that's probably the range that would help you tighten up that range. I think you asked a question about deflation in the quarter. I'd say it was fairly modest. I don't have the number off the top of my head, but commodities probably showed a little bit of favorability. Our conversion costs were probably up a little bit. As we look forward to FY '17, I would say we probably are looking at continued benign commodity markets as we sit here today, that probably means we may still have some modest inflation just because we're coming off such a low base of commodities, but overall, we feel pretty good about the commodity inputs for FY '17 as well as our -- we'll have some conversion cost inflation which is not the majority of our COGS. But the important thing is, to the extent we have inflation or commodity moves, I think as Tom has indicated and Sean has certainly indicated, our muscles and our capabilities around pricing and expanding margins in the face of either increasing or decreasing margins is much better than it was even a few years ago. So I think the whole margin management capability and the holistic capability for us to manage margins higher as commodities move around is much stronger.
Sean Connolly:
David, let me address the point you're making out of volume because I think this is a critical point. First of all, if you look at our overall story in Consumer, as I've said many times, we've got to remember this is a transformation we're undergoing here, not a flip of the switch. And on volume in particular, the bottom line is this. It is an undeniable fact that our past promotional practices have embedded in our volume base a group of consumers who are not brand loyal, who only buy on hot deals and who contribute virtually nothing to our profitability. It's also true that by catering to them, we have underserved the bulk of our volume base and these are consumers who would be willing to pay more for more contemporary, higher-quality offerings. The good news here around this whole dynamic is that it's reversible if we're willing to stick to our principles around optimizing mix and also refreshing the targeted brands for a new day. No one said this was going to be easy, but it is absolutely the right way to manage a branded asset for value creation. We know from years of experience what the alternative gets us and that's precisely why we do not get spooked when we see volumes pull back and margins expand. It's exactly what we expect [indiscernible]. In fact, I think in Q4, the volume backoff in Consumer was in the ballpark of 3.7% which frankly, in the scheme of what we're trying to do of purging some of these really bad deep-discount promotional behaviors, is frankly small in my mind. So that is a key point. The end game here is obviously what we're all about which is stronger brands, better innovation, better margins and ultimately, stronger growth and shareholder returns. And recall in the last year, we recruited a new Chief Growth Officer to run our Growth Center of Excellence and he is quite busy installing new work processes and raising our overall capability in this area. I'm looking forward to sharing some of these updates with you guys at Investor Day, but overall, I am quite optimistic around what the Growth Center of Excellence in partnership with our brands will be able to accomplish in this portfolio. In the meantime, we will absolutely let some of this non-investment-grade volume go and we will happily take the associated margin expansion.
Operator:
We'll move next to David Palmer with RBC Capital Markets.
David Palmer:
Really following up on that, you mentioned the $100 million opportunity in promotion and spending and efficiency. How much did ConAgra decrease in its promotion spending in FY '16 and how, specifically, did the Company achieve this? Was this predominantly in frozen entrees and done in conjunction with SKU rationalization? And I have a follow-up.
Sean Connolly:
Let me make one general comment and I'll turn it over to Tom to give you some specific comments. ConAgra historically has probably been the least disciplined Company in our space with respect to taking pricing when it's justified, but also we've probably been the most over reliant in terms of deep discount trade and we clearly need to undo that. But what I find interesting is you really see that in the scanner data right now. If you look at the percent of our total volume base sold on deal past 52 weeks, past 26, past 12 and past four, you see sequential reductions in percent of our volumes sold on deal, to the point where we've gone from being one of the most over promoted companies in our is space to one of the leaders and obviously, as we do that we're going to see volume impact, we're going to see efficiency, but we're also going to have to reinvest behind the brands in other ways which is what we've done this year as you look at our A&P spend and increase year on year, but with respect to the $100-million program that you're talking about, like the SG&A program, it will build sequentially across 2016, 2017 and 2018 and a big part of that is because we're getting our sea legs. We're going from being fairly rough around the edges so to speak in terms of our capabilities here to much more system-based, much more analytical and once you develop the database on what's working, what's not, it's that virtuous cycle you improve on it. So small amount of improvement in this past year, ramping up this year and continuing to ramp up through 2018. I miss anything there Tom?
Tom McGough:
I think what I would add is we talk about $100 million of productivity improvement. That's likely going to come through margin expansion and not necessarily lower spending. This is not simply about cutting trade spending. It's about using advanced analytics to develop programs that have higher impact and better returns for both ourselves and our customers. So we measure our progress in terms of margin expansion and not so much in terms of the absolute amount of money we spend on trade.
David Palmer :
And my follow-up on that is it strikes me this reminds me a little of Kraft Heinz where it looked like you are building capabilities at the same time you're ripping off band-aids that are more obvious opportunities but perhaps have volume consequences. So in other words, perhaps going forward, you think you might be smarter at shifting trade promotions into the better ones, whereas earlier on, this had to do a little bit with just cutting unprofitable volume and taking that hit. Is that a fair characterization of what's going on?
Sean Connolly:
There should be a mix shift over time, certainly, but let me just address something that somebody may have mentioned before and perhaps we didn't hit it, but it comes up on every call and I just want to address it head on which is should you guys expect a rebase from us in terms of A&P spend as we back off trade and things like that and I just don't see a rebase in front of us. We're a year into our game plan. We're making progress. We're going to keep working at the fundamentals here because we feel really good about what we're seeing. We certainly have more to do, but it's not like we're in inning one and we need to double down and wildly ratchet up our A&P in a sudden way. I just don't see that for us. We're going to do this in a thoughtful, analytical, disciplined way and if there's a migration, it will be an orderly migration.
Operator:
Our next question comes from Akshay Jagdale with Jefferies.
Akshay Jagdale:
Just two questions, first one is for Sean and the other is for John. But this first question is bigger picture in terms of your portfolio segmentation process, Sean. I know you are not ready to give us all of the details of what's going to happen, but can you just give us some insights on where you are timing-wise in that process and the only evidence we have seen as a function of that process is you decided to fix Banquet. You're selling some ancillary brands or businesses that you have. So those are the biggest things we see so far. Is that a fair assessment? And so just can you give us some insights into timing and where you are really in the process and maybe big buckets in which we should think about your portfolio, like fix, sell, ready for A&P and so on and so forth, anything that would be helpful and then for John, just on the business that you just sold, the Spicetec business, I believe you said it was $470 million in sales. There was some pretty vague commentary on profitability. If you could give us some insights into how much the EBIT was that you're losing from that, that would be very helpful. Thanks.
Sean Connolly:
Let me touch on portfolio segmentation. First of all, we will go deep on that with our investors at Investor Day and we'll have Darren Serrao literally walk through how we went about the process, because if you look at our branded portfolio, we have roughly 50 brands and unlike the old days, we're not going to take a first-horse-to-the-trough approach to resources around here on those 50 brands. We will be very disciplined around the roles each of those brands play in creating value. The simplest way to think about it is, first, we look at where do we compete in categories that are fundamentally healthy and growing and within those categories, do we have brands that are proven and strong competitors? If you'll see those markers, those are obviously places, especially assuming if you've got a good margin structure, where you're going to get a good return on A&P investment, so those become priorities in terms of renovating the brand, innovating the brand and supporting the brand. In other cases, we find we've got categories where perhaps the format has changed and it has shifted, but we still have perhaps the leading trademark with respect to the product, but we haven't moved into adjacencies or updated formats with the category. That's a simple innovation opportunity that is existing because, frankly, we're just not minding the shop. There are other businesses where we have historically invested in innovation and growth, but that shouldn't be the role of those businesses. Those businesses are major cash contributors. They are in mature categories. They have excellent margin and cash flow and we need to manage them for that because if we do that, that will provide fuel to really unlock all of the potential in the higher-growth categories. And then as we'll look at the portfolio, there may be one or two things we say, gee, we don't necessarily love the category. We don't necessarily have the answer in terms of what to do with these businesses. Maybe it's more valuable to somebody else than it is to us and if we find those, we've got this capital loss carryforward that's an asset that we've got here for roughly the next five years. So it will be a holistic approach to improving the businesses we have, optimizing the mix within our portfolio and also, if we see something on the outside that would be complementary to our portfolio, enable us to refresh our portfolio, especially in the areas of premium, gourmet organic, natural, that could be a good enhancement and addition to our portfolio. We did Blake's last year. That was a small one, but it's the right kind of stuff to really round out our portfolio and capitalize on our manufacturing assets and capabilities.
John Gehring:
And on the businesses we sold, we're not in position today to disclose the EBIT on those businesses. What I would say is your sales are right. $470 million will come out on an annualized basis roughly. The proceeds were $480 million and I would tell you that the divestitures will be very modestly dilutive.
Operator:
Deutsche Bank's Mario Contreras has our next question.
Mario Contreras:
I just wanted to focus in on the Banquet brand. So for the last couple of quarters, that's obviously been a volume headwind, although it sounds like it's been relatively in line with your expectations. Has there been any sequential improvement this quarter versus what you saw last quarter? Are consumers getting any more used to the change in the promoted price point strategy? And then on top of that, I think in conjunction with this activity, there's been some price increases related to quality changes, so is there any way to parse out what the response has been to those actions in particular? And then just building on top of that, if there's any learnings you can take from that and apply to other brands that may be undergoing this type of strategy going forward?
Tom McGough:
This is Tom McGough. In terms of Banquet, it's been a very consistent and reliable contributor to profits over time and what we've done is we've looked at ways to invest to sustain that. And there are two things going on. As you mentioned, we took an everyday price increase getting off a decades-long price point of $1 and at the same time, we've eliminated discounts that took that price well below $1 at times. We're essentially just a couple quarters into the migration. I think it's important to highlight is that we made product quality improvements in conjunction with the pricing. What we're seeing from a consumer standpoint is that there are certainly households that bought Banquet because of the tremendous price value. We anticipated that we would lose some of those households. What we're beginning to see in the data is that the product quality upgrades are beginning to improve our repeat. So over time, we're going to see a business that our repeat purchase rate, our purchase frequency builds. But we're starting from a base of decades of $1 pricing and it is going to take several -- it will take time for us to rebuild business. What we do know is that we've significantly improved the margins of the business that have allowed us to invest.
Operator:
We'll move now to Alexia Howard with Bernstein.
Alexia Howard:
Can I ask about the innovation priorities? You've talked about increasing advertising spending and I'd love to hear maybe a little bit more about the advertising outlook, but in order to effectively advertise, obviously, innovation is the set of product messages you need to put out there. You mentioned product upgrades just now. Are there any specific additional factors or priorities within the innovation pipeline that you're focused on at the moment? Thank you and I'll pass it on.
Sean Connolly:
Yes, innovation, obviously, is going to be a centerpiece of what our new Growth Center of Excellence is focused on and partnering with Tom's Team on and as you think about ConAgra with respect to innovation, I think you should anticipate that we will run the gamut from necessary renovation and even some of the stuff we've done this past year where we've updated the package designs for the first time literally since the 80s. That's basic renovation stuff. It's not going to set the world on fire, but it is critically important to present our brands in a way that they look like they're from the modern era, but then we're also working on bolder innovations. As an example, last year we conducted a test market of a new product called Wicked Kitchen in the Southeast and we learned a tremendous amount and there were some really exciting things there. So the Innovation Team is working on refreshing Wicked Kitchen and we'll show the market what that's going to look like when we do our Investor Day along with some other things. In terms of the kinds of benefits that you should anticipate we'll bring, well, it will be across the board and it will be in line with consumer trends, whether it's global flavor adventure, convenience, things like that. But in general, where we under index in our portfolio the most is really in, as I've talked about, the premium gourmet and then the natural organic and by not really tapping into those consumers, we're missing incremental sales and profit opportunities. Number one, they tend to be higher dollar range. Number two, they are totally incremental to a lot of the businesses we already have in terms of benefit. And number three, in most cases, we use our existing asset base, so it's very economically efficient. So we've got a full suite of things and we'll share a lot of this with you in the months and quarters ahead. One of the reasons we've been incredibly focused and aggressive on cost is because, frankly, it takes longer to rebuild your insight pipeline and rebuild your innovation pipeline. So we've jumped all over cost. We moved aggressively knowing that it takes some time to get the branded side of the innovation pipeline rebuilt. But that work has been behind the scenes, aggressively under way and we've got some really exciting stuff coming. You saw some of it, early stuff, this past year with things like Healthy Choice Simply which is a clean label line there that's done really well for us and some other things, but that's just the beginning; there's plenty more to come.
Operator:
We'll move to Robert Moskow with Credit Suisse.
Robert Moskow:
A question for Tom and Sean on the $100-million savings for trade promotion, I've talked to a lot of companies that are focusing on the same kind of effort and a lot of them have been a little bit concerned about making that dollar value target so public as you have. And Sean, I remember you did that with Hillshire as well. And I was wondering, in your relationships with retailers, has there been any negative pushback on the $100 million just in terms of people getting the wrong idea, feeling like the money is coming out of their pocket or have they at all said what's our cut of savings that you're going to be generating? How do we benefit from it? Wondering what you thought.
Sean Connolly:
Rob, that's an excellent question and it's a very important question. I think I may have talked about this at CAGNY. When you talk about trade efficiency with customers -- I may have mentioned this on the last call and I think I used the phrase you have to have a good bedside manner because you have to be very explicit around what we're talking about and what we're not talking about. When you walk into a buyer's desk and you say, I'm ripping out trade and taking it to my bottom line, as you might imagine, that is not the most desirable bedside manner and it doesn't go really well and that is not the conversation we're having. It is we can think of it in terms of $100 million in EBIT improvement and certainly, there may be some trade deals that are just so stupid and in efficient, we just eliminate them lock, stock and barrel. However, in other cases, because of the advanced analytics we're investing in, what we're doing with most of our customers is saying look, here are some case studies of where we spend chunks of money with you. Let's look at the empirical evidence together. It's clearly generating a nonexistent or anemic return. Alternatively, here is some things we can do that can generate a positive return and drive your top line and drive your bottom line. And when we're database and can bring in the evidence around the deals that aren't working and also the evidence of the deals that are working and say we're doing less of the former and more of the latter, we find we have a very engaged customer, because at the end of the day, as tough as growth has been in this industry for manufacturers, it's been the same way for retailers. Everybody is looking for profitable growth. And if we can bring intellectual capital to the table that can help not only our situation but our customers' P&L, that's a conversation that's well received.
Johan Nystedt:
We have time for one more question.
Operator:
Thank you. And our final question today will come from Chris Growe with Stifel.
Chris Growe:
I just have two quick ones for you. The first one will just be -- and I know there's been a general discussion about the gross margin, but it was weaker than I expected in the quarter. And as I think about supply chain savings and favorable input costs, I was surprised by the softer performance. And what I'm getting, at as I look ahead, there's a couple million dollars of cost savings coming through, but they're mostly SG&A focused. So I wanted to get a sense of the gross margin improvement, say, from like the average level over the past few quarters. Should we expect that to improve in FY '17? And then to the degree that's a fuel for reinvestment, I know you don't want to get into phasing of savings here, but just the degree to which -- like marketing should start accelerating early in FY '17 or is that likely to happen later in the year? Just trying to get a sense of when and where you'll invest.
Tom McGough:
Chris, in terms of margins, as I highlighted a little bit earlier, it's a multi-dimensional approach, revenue, gross management that we talked extensively about today, the mix management, also supply chain productivity network optimization. What you're going to see over time is a gradual and consistent increase of our margin that will allow us to continue to invest in our brands. That's our overall approach. I think there's a long runway of opportunity. We certainly talked about the $100 million in terms of the revenue growth piece in terms of trade. We have a very consistent history of supply chain productivity and we're adding additional programs and initiatives to bolster our capabilities. In terms of A&P, as Sean said, we take a very disciplined and strategic approach with an ROI to investment. I don't think we have a targeted level of A&P in general for the portfolio. It's brand by brand and you can see where we've made those investments and the market impact that's having. That's what I think you can expect going forward is a zero-based approach where A&P is not an entitlement; it's earned. And we're strengthening our portfolio in a way that allows us to invest in more brands.
Sean Connolly:
All right, operator. I think that will do it.
Operator:
Thank you. This concludes our question-and-answer session. Mr. Nystedt, I'll hand the conference back to you for final remarks or closing comments.
Johan Nystedt:
Thank you. As a reminder, this conference is being recorded and will be available and archived on the web as detailed in our news release. We're available for discussions. Thank you for your interest in ConAgra.
Operator:
This concludes today's ConAgra Foods fourth quarter earnings conference call. Thank you again for attending and have a good day.
Executives:
Chris Klinefelter - Vice President, IR Sean Connolly - Chief Executive Officer John Gehring - Chief Financial Officer Tom McGough - President, Consumer Foods Tom Werner - President, Commercial Foods
Analysts:
Andrew Lazar - Barclays David Driscoll - Citi Ken Goldman - J.P. Morgan Matthew Grainger - Morgan Stanley Kevin Lehmann - RBC Capital Markets Jonathan Feeney - Athlos Research Bryan Spillane - Bank of America Lubi Kutua - Jefferies Jason English - Goldman Sachs Eric Katzman - Deutsche Bank Rob Dickerson - Consumer Edge Research Robert Moskow - Credit Suisse Chris Growe - Stifel Nicolaus Elyn Rodriguez - Bernstein Todd Duvick - Wells Fargo
Operator:
Good morning. And welcome to today’s ConAgra Third Quarter Earnings Conference Call. This program is being recorded. My name is Candice Scriven, and I will be your conference facilitator. All audience lines are currently in a listen only mode. However, our speakers will address your questions at the end of the presentation, during the formal question-and-answer session. At this time, I’d like to introduce your host from ConAgra Foods for today’s program, Sean Connolly, Chief Executive Officer; John Gehring, Chief Financial Officer; and Chris Klinefelter, Vice President of Investor Relations. Please go ahead, Mr. Klinefelter.
Chris Klinefelter:
Good morning. During today’s remarks, we will make some forward-looking statements, and while we’re making those statements in good faith and are confident about our Company’s direction, we do not have any guarantee about the results that we will achieve. So, if you’d like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I’ll refer you to the documents we filed with the SEC, which includes cautionary language. Also, we’ll be discussing some non-GAAP financial measures during the call today, and reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found in either the earnings press release, Q&A or on our website. Now, I’ll turn it over to Sean.
Sean Connolly:
Thanks, Chris. Good morning, everyone and thanks for joining us to discuss our third quarter fiscal 2016 earnings. As you saw in our earnings release, we delivered another positive quarter as results exceeded our expectations with comparable EPS of $0.68, up from $0.59 in the prior year. Yesterday was my one-year anniversary as Chief Executive Officer of ConAgra Foods. And I can tell you, I am pleased with what we are accomplishing. Clearly, it’s been an active year as we’ve methodically taken the necessary steps to help ConAgra start to unlock the value opportunity that I saw so clearly when I first started thinking about taking this job. Simply put, we are driving focus and discipline into the Company and the impact can be seen not only in our P&L, but also in our culture, where our team is energized, optimistic and determined about the path ahead. And while we’re pleased with our progress over the past year, we’re also clear-eyed that there is much more to do. Accordingly, our team remains hard at work on executing our plans to build a stronger, more consistent and more valuable ConAgra Foods. Before John and I get into the details of our Q3 results, I want to take a step back and provide you with my perspective on where we are relative to our strategic plans. In February, we completed the sale of our private label operations to TreeHouse Foods, marking the conclusion of a robust sale process. The sale enables us to sharpen our focus on our consumer and commercial businesses and it provides us with meaningful capital. We’ve already deployed $2.15 billion of the proceeds to reduce debt and going forward as part of a balanced capital allocation program, we plan to pursue further debt reduction. As we’ve discussed previously, the sale also provided a sizeable tax benefit, which can be used in the future. In addition to completing the sale of our private label operations, we have been hard at work at strengthening the foundation of our two businesses. We’re executing our $300 million efficiency plan, primarily within consumer to build ConAgra into a lean, more focused Company. We are confident this effort will improve profitability, advance our growth agenda, and unlock shareholder value. As we’ve said previously, we expect to realize the majority of our efficiency improvements in fiscal 2017 and 2018. We also remain on track to bring our consumer and corporate leadership teams together under one roof at our new headquarters in Chicago this summer. I’m excited about our plans to develop a more open physical space that will facilitate collaboration and accelerate our shift to a leaner, more nimble, innovative, and performance oriented culture. Finally, we remain on track to complete the separation of ConAgra into two public companies in the fall of calendar 2016. As we said when we announced the proposed spin-off, our goal is to enable both ConAgra Brands and Lamb Weston to operate as vibrant pure-play companies with enhanced strategic focus and flexibility. I’ll talk more in a moment about the progress we’re making in each of these businesses, but let me reiterate that when you take all factors into consideration, we believe the separation of ConAgra Brands and Lamb Weston is the right path to maximize value as we expect shareholders to benefit from better operating performance and more consistency from both businesses following the separation. As you know, there is a lot of work to complete between the announcement of a proposed spin and the separation itself. We’re hard at work on that front and we will have a lot of more information to share via SEC filings and investor days over time. Ultimately, our ability to drive value across these businesses is a function of how well we execute. To that end, our solid Q3 results exceeded our expectations and give me confidence that we’re identifying the right actions to drive improved profitability. So on to Q3 in detail. Our Q3 results for the Consumer Foods segment reflect continued progress and momentum around establishing a higher quality investment grade volume base. Even though we experienced the volume decline, we had strong price mix during the quarter. We’ve been implementing initiatives to improve pricing discipline and trade efficiencies while driving renovation and targeted brand investments. Importantly, as we undertake these actions, we remained relentlessly focused on execution. We’re making good progress on all these fronts. From a top line prospective, we saw volume declines where we expected them. The vast majority of the Q3 consumer volume decline was on Banquet, 90% to be exact. But more broadly, in the second half of last fiscal year, we funded several major deep discount promotions, particularly in our frozen business. These kinds of deals can drive big spikes in low margin promoted volume. And given are deliberate plan to reduce our reliance on deep discount promotions and given the promoted volumes like embedded in our year ago comps, we expected lower promoted volume. What we were counting on though was solid performance on most base consumption trends and strong margin expansion broadly and that is basically what we got. You see the entire segment’s margin expansion in the release but it is important to note that on Banquet we saw over 200 basis points of gross margin expansion despite investments in higher quality. Further, we also made other below the line investments to build the brand the right way for the long haul, namely A&P support. These collective investments do not have the same immediate impact of promoted price points below a dollar but they represent the right way to manage a branded asset for long-term value creation. This notion has been missing for too long at ConAgra. We’ll be relentless as we continue these efforts because at the end of the day, we want sustainably stronger margins, which require strong brands; and strong brands don’t compete on the back of giveaway deals. As a result of our efforts, on a comparable basis, operating profit was $340 million, up about 17%. Operating margins were up more than 300 basis points from the year ago period driven by these three factors, price mix; supply chain productivity; and modest material deflation. Our focus in Consumer Foods will continue to be on expanding margins. The cornerstone of this effort is strengthening the brand that generates the best return. By focusing on our strongest brands, we’re getting better price realization and trade efficiencies. As you’ve heard us discuss before, our approach provides the fuel to reinvest in brands that have the right fundamentals, are consumer relevant, and have accretive margins. And we’re not just talking about investments, during the third quarter we supported our brands in a highly disciplined way as evidenced by our 12% increase in A&P support. We’ve increased A&P spending 13% year-to-date. We’ve been investing in brands with clear differentiators and relevant consumer benefits like Marie Callender’s, Hunt’s, RO*TEL, Reddi-wip, Slim Jim and PAM. I’ll talk in a moment about our efforts in the frozen category but in the center of the store, we continue to make good progress with our real food initiative around the Hunt’s brand and we are very pleased with the progress we’re making with RO*TEL, which delivered very strong results during the Super Bowl. In addition, through focused execution, we increased sales, built share and won the holiday season across Marie Callender’s pies, Reddi-wip and PAM. Our investments are also coming in the form of innovation and renovation. As you heard me discuss, we intend to continue enhancing our portfolio with the focus on further premiumization, wellness, and authenticity. We expect to achieve this through a combination of organic innovation and smart acquisitions. A great example of our investment in innovation comes from our Healthy Choice Simply Steamers line, which you heard us discuss previously. This is a clean label, nothing artificial version of our Café Steamers offering, and we’re continuing to drive wellness based innovation with this line. In the fourth quarter, we’re adding four new premium varieties including three cheese tortellini, a sweet and spicy Asian style noodle bowl, creamy spinach and tomato linguine, and an unwrapped burrito bowl. Consistent with the consumer focus on authenticity these new recipes will spotlight organic, non-GMO ingredients. Renovation will also be a driver of margin expansion, building on an example we touched upon last quarter, our work to restage the Banquet franchise continues. As I noted earlier, Banquet represented the vast majority of our volume decline in the third quarter, as we reduced our reliance on deep discount promotions and raised our everyday shelf price above $1. While we recognize it will take time to rebuild the buying rate among households that are long accustomed to $1 Banquet, we’re confident that the higher price points enable us to invest in product enhancements and higher quality A&P that reeducates consumers about the brand. Not all consumers will transition with the brand and we’re okay with that. But given the higher quality, we expect to attract new consumers to the franchise in time. We continue to believe our plan for Banquet is the right one for its long-term brand health and financial strength. And this highly disciplined approach to margin expansion is one we plan to methodically apply to other brands with similar opportunities. Another primary staging candidate is Bertolli, which we see as right for the same type of targeted investment. With Bertolli, we are stepping up our work to renovate our frozen skillet business and make the brand even more relevant to today’s shoppers. We’re expanding occasions through the addition of Family Size Skillets within our lineup. And looking ahead, we are embarking on major renovation investments in the Bertolli brand to upgrade proteins, such as all natural chicken and dramatically simplify the ingredient label. As we continue to renovate around the brand, we will support the product upgrades with increased marketing spend to drive profitable growth. As I’ve said many times, unlocking the full value potential of our branded portfolio will be a process, not a flip of the switch. But it is a battle tested process and it will succeed. It all starts with the unwavering belief that strong margins are the key to maximizing value and that strong margins are the byproduct of executional excellence across disciplines, spanning everything from supply chain productivity to pricing and trade analytics to mix management and targeted high ROI marketing to exciting innovation. Make no mistake about it, ConAgra is becoming much stronger in each of these disciplines and you are seeing the impact in our margin expansion. Over time, as we wean ourselves off of our historical overreliance on deep discount trade deals and rebuild our innovation pipeline supported by more effective marketing, you will see sales grow but in a much higher quality fashion. We are confident that there is a lot of room for progress and we are relentlessly focused on continuing to execute against our goals. It is about the delta, meaning the change we can drive as opposed to a snapshot assessment. Overall, I’m very encouraged by the work going on in Consumer Foods. Investment creates a virtuous cycle. Over time, stronger brands will lead the better pricing power and higher margins, and we are clearly on the right path to maximizing value. Now, turning to Commercial Foods, net sales were approximately $1.1 billion in the quarter, up 6% compared to the prior year. The Commercial Foods segment’s operating profit was a $175 million, up 21% on a comparable basis. While the Commercial Foods segment posted strong results across the board, Lamb Weston was particularly strong. Sales for Lamb Weston’s potato operations grew across North America during the quarter as well as in international markets. International sales performance for Lamb Weston was noticeably strong, reflecting the lapping of the impact of the West Coast port labor dispute in the year ago period as well as improving demand in key Asian markets. As we’ve indicated before, Lamb Weston remains well-positioned to capitalize on the significant international growth opportunities created by the aggressive emerging market expansion of major quick service restaurant chains. In our Lamb Weston North America business, we continue to see positive growth momentum across many of our key customers in the quick serve restaurant and operator distributor channels. We have industry leading innovations and customer service and our breadth of diversified products continues to position this business as a clear market leader in North America. Now, before I turn it over to John, I want to take a moment to acknowledge our talented team as we work to transform ConAgra into a stronger, more consistent Company with a more valuable future. While there has been significant change during the past year, our people are energized and focused on serving our customers, and I’m excited about the path forward. Over to you, John.
John Gehring:
Thank you, Sean, and good morning, everyone. In my comments this morning, I will address several topics including a recap of our fiscal third quarter performance including discontinued operations, comparability matters, cash flow, capital and balance sheet items, and our outlook for the balance of the fiscal year. I’ll start with some comments on our performance for our fiscal third quarter. Overall, diluted EPS from continuing operations as reported was $0.41. After adjusting for items impacting comparability, diluted EPS for the fiscal third quarter including discontinued operations was $0.68, which is ahead of our expectations and compares favorably to our prior year quarter’s comparable earnings per share of $0.59. Both our Consumer Foods and our Commercial Foods segments performed very well. In our Consumer Foods segment, net sales were approximately $1.9 billion for the quarter, down about 2% from the year ago period. This reflects a 4% decline in volume and a negative 1% impact from foreign exchange, partially offset by a 3% improvement in price mix. Segment operating profit adjusted for items impacting comparability were $339 million or up about 17% from the year ago period. Operating margin on a comparable basis expanded about 300 basis points versus the year ago quarter. Margin expansion reflects pricing discipline, mix management, supply chain efficiencies, and favorable input costs offset by higher marketing and incentive costs. Foreign exchange this quarter had negative impact of $28 million on net sales and about $12 million on operating profit. On marketing, Consumer Foods advertising and promotion expense for the quarter was $91 million, up about 12% from the prior year quarter, reflecting our efforts to continue to strengthen and support our brands. In our Commercial Foods segment, net sales were approximately $1.1 billion, up about 6% from the prior year quarter. The Commercial Foods segment operating profit was $175 million, or 21% above last year’s third quarter operating profit. The operating results largely reflect a strong profit increase in our Lamb Weston business, driven by strong volume performance, both domestically and internationally, margin expansion, and the benefit of lapping the West Coast port labor dispute in the year ago quarter. Equity method investment earnings, excluding the impact -- excluding items impacting comparability, were $27 million for the quarter and $33 million in the year ago period. The year-over-year decrease reflects lower earnings from our Ardent Mills joint venture, principally driven by unfavorable weak market conditions, which, from time-to-time, can impact margins. Moving on to the corporate expenses, for the quarter, corporate expenses were approximately $155 million. Adjusting for items impacting comparability, corporate expenses were $73 million versus $52 million in the year ago quarter. The increase principally relates to higher incentives, reflecting the significant improvement in operating performance this year, and the timing of the related incentive accruals year-over-year. On our SG&A cost savings initiatives, we are making good progress and expect to see significant benefits over the next couple of years. I would note that our fiscal third quarter results from continuing operations reflects some initial benefits from our cost savings programs, partially offset by modest stranded cost from our private label divestiture. Further, I would highlight two other points related to our cost savings initiatives; first, the benefits of our previously announced cost savings programs are concentrated in the consumer business; and second, we have developed aggressive targets and plans so that we can offset modest stranded costs as they arrive, as well as selectively invest back into the business to build capabilities that will expand operating margins over time. Discontinued operations posted EPS of $0.05 per diluted share this quarter. It reflects operations of the private label business through February 1, 2016, or about 9 weeks of the fiscal quarter. After adjusting for items impacting comparability, the private label discontinued operations earned $0.11 per share this quarter, including about $0.05 per share of benefits related to the elimination of depreciation and amortization expense. Expected comparable earnings from the private label operations were included in our earlier guidance for the quarter. Also, at this time, we estimate that the divestiture of the private label operations gave rise to a capital loss of approximately $4.2 billion pretax or $1.6 billion after tax, which can be utilized over the next five years. We remain confident that the Company will be able to realize significant tax benefits in the future as we work to reshape our portfolio in a disciplined manner. On comparability items, this quarter included four items; first, approximately $0.16 per share of net expense related to restructuring charges; second, approximately $0.04 per share of net expense related to transaction costs incurred in connection with debt reduction this quarter; third, approximately $0.03 per share of income related to a pension settlement gain at a joint venture; and finally, we included incomparable earnings of approximately $0.11 per share of income related to items in discontinued operations for which we have provided additional details in our Regulation G disclosures in the release. On cash flow, capital, and balance sheet items, we ended the quarter with $503 million in cash on hand and no outstanding commercial paper borrowings. Total operating cash flows through the fiscal third quarter were approximately $695 million versus $740 million in the year ago quarter. The decrease is principally driven by higher tax payments in the current fiscal year. As a reminder, due to the seasonality in our business and our normal inventory cycle, we typically generate a significant portion of our annual operating cash flows in the latter part of the fiscal year. We remain confident in our ability to generate attractive operating cash flows over the balance of this fiscal year and expect total operating cash flows from continuing and discontinued operations to be in the range of $1.2 billion for the year. On capital expenditures, for the quarter, we had capital expenditures of $100 million versus $83 million in the prior year quarter. Net interest expense was $77 million in the fiscal third quarter versus $80 million in the year ago quarter. And dividends, for this fiscal quarter, were $109 million versus $107 million in the prior year quarter. On capital allocation, we remain committed to an investment grade credit rating and a capital allocation strategy appropriately balanced between further debt reduction, a top-tier dividend, share repurchases, and additional growth investments. As we previously noted, we completed the divestiture of our private label operations this quarter. We received proceeds in excess of $2.6 billion and deployed about $2.15 billion to repay long-term debt. We expect to deploy the majority of the remaining proceeds for debt repayment over the next several months. During the fiscal third quarter, we did not repurchase any shares and we have approximately $132 million remaining on our existing share repurchase authorization. Now, I would like to provide a few comments on the balance of fiscal 2016. Given that we have sold the private label operations, we are now citing guidance in terms of earnings per share from continuing operations. We have given you the quarterly and annual details of EPS from continuing operations for this fiscal year and last fiscal year in our Regulation G tables and in our written Q&A documents. For the full fiscal year 2016, we expect EPS from continuing operations adjusted for items impacting comparability to be in the range of $2.05 to $2.07, this compares with $1.93 for fiscal year 2015 on that same basis. So far in fiscal 2016, we have earned $1.56 from continuing operations after adjusting for items impacting comparability items. To reach our full year guidance, we are expecting fiscal fourth quarter comparable EPS to be in the range of $0.50. This guidance reflects continued strong fundamentals in our Consumer Foods and Commercial Foods segments. This guidance is lower than the prior year comparable amount of $0.55 and the decrease is due mainly to the extra week in the prior year, the impact of FX, higher marketing investments, and higher incentives this year. I’ll also note the guidance for fiscal 2016 EPS from continuing operations should not be taken as a beginning point on which to make fiscal 2017 estimates for either ConAgra brands or Lamb Weston, as there are several details that we need to finalize including capital allocation and financial policies, the phasing of our SG&A savings and trade efficiency benefits, brand investment targets as well as the short term impact of any stranded costs associated with the Lamb Weston spin-off. We will offer details on those items in due course at the investor day events we plan to hold ahead of the spin. In closing, while we are working through a great deal of change, we are pleased with our performance so far this fiscal year in strengthening margins across our businesses and in managing the significant changes in cost structure and portfolio that we believe will drive value creation over time. That concludes our formal remarks. I want to thank you for interest in ConAgra Foods. Sean and I along with Tom McGough and Tom Werner will be happy to take your questions. Before we turn it over for questions, Chris would like to share a few remarks. Chris?
Chris Klinefelter:
Thanks John. Before we turn it over to Q&A, I want to take a minute to update our listeners on investor relations here at ConAgra Foods. As pretty much everyone knows, our Company is moving its headquarters to Chicago and a lot of you have asked me personally if I am moving to Chicago. And while the decision to move to Chicago is best for the Company and its future, it has come with some changes on the people side of things for all the reasons that you would expect; family, stage of carrier and a host of other elements that play a part in evaluating major moves. Along those lines, I am not relocating to Chicago. I’ll be transitioning out of ConAgra Foods over the next few months, but I’ll still be your point of contact until we have all of the IR resources in place with the new organization. I have worked with many of you for more than a decade and a half and gotten to know several of you well. As well my more than 16 years at ConAgra Foods had me in the mix of plenty of the Company’s ups and downs, it’s been very satisfying to play a part in helping advance the Company’s mission. Looking back on all of this, I tremendously value the relationships that have come with the job. And I am thankful for the personal growth opportunities that have come with serving more the 16 years in this capacity. I will certainly miss the day-to-day interaction with great people inside and outside of this Company. And I want to emphasize that I feel very good about what the future holds for this organization, given its leadership and its mission.
Sean Connolly:
Chris, I appreciate that and I appreciate your 16 years of service at our Company. You have been an important part of our team and we wish you continued success in the future. So, thank you and best wishes. And with that operator, let’s open it up to Q&A.
Operator:
Thank you. Now, I would like to get to an important part of today’s call, taking your questions. [Operator Instruction] And it looks like our first question comes from Andrew Lazar with Barclays.
Andrew Lazar:
Chris, I want to wish you all the best moving forward and thank you for your help over the years.
Chris Klinefelter:
Thanks.
Andrew Lazar:
Yes, sure. Two quick questions from me; I think first, Sean, at Hillshire, you had focused much of your effort on really raising what you would call the center line profitability of the business. As input cost moves can play with margins in any given period of time and we certainly know that deflation among other things is helping sort of industry right now, but I guess most important, where do you see the center line consumer margin now, given your reported consumer margin this quarter is really as high as I think I have seen it how and how high can that move going forward? And I’ve got just a quick follow-up.
Sean Connolly:
I’d say, Andrew, I am very pleased with our progress obviously and in no way is our work done. Clearly, there is some benefit in our margins from the absence of inflation but that is far from the whole story. We absolutely cannot discount the benefit of increased discipline across the margin expansion levers that we talked about earlier, things like pricing; trade; productivity; mix; stronger brands. We do expect the center line of our profitability to go north over time. We also expect that the standard deviation around that center line will decrease over time. And you are absolutely right, in any given quarter, margins could be impacted by short-term inflation or deflation. And what I would say is you won’t see you get overly exercise by that because we will stay focused on what’s right for the long haul. But yes, there is some benefit in there from the absence of deflation but our work is not done; we see further opportunities, and that’s why we are going to be relentless in pursuing.
Andrew Lazar:
Okay, thanks for that. And then I think John’s comments around being careful not to maybe use fiscal 2016 as necessarily the right or on appropriate base for thinking about 2017 earnings and you mentioned a number of things that could little impact things. I guess I’m trying to get a little bit more color on that. And if is it -- this is kind of a sense of sort of kicking a reset year so to speak, given maybe the need around brand investment to kind of prime the pump on a lot of these things or am I reading too much into that? And then one of the items you did not mention as a possible impact also would be maybe portfolio offering here and there. So, I’m just trying to get a sense, I guess I had a sense of what your comment was trying to imply but I want to get little more color on that if I could.
John Gehring:
I think couple of thoughts. A lot of this just has to do with we’ve got work to do to make sure that we finish our analysis and have a good view of the year and finish our planning process, so we can provide our investors and analysts the right information around those drivers. On the brand and the brand investment targets, let me come back to that. I would see on the portfolio, again, we are not going to speculate on anything there, but clearly, we think there are going to be opportunities for us to change this portfolio going forward. We would share those impacts certainly if and when then come about. On the brand investment targets, specifically that you mentioned, I might turn it over to Tom for a few comments but we are going to continue to make the right investments in our business behind the brand. So, I think it’s really about how do we do that with discipline. And as we finished our plan, those numbers could go up or they could stay flat or it could come down a little bit. But I may turn it over to Tom just to reiterate kind of what our philosophy is around how we are going to invest behind these brands in a discipline way.
Sean Connolly:
Let me jump in first John. To your question, Andrew, I wouldn’t read anything into John’s comments in terms of where we are going to be. We obviously have a lot of communication with investors upcoming at our respective investor days for ConAgra Brands and for Lamb Weston. And our plan all along has been to get into some of the great detail at that point in time. Obviously it will be after our 10 filings et cetera. We also are going to our typical annual operating plan process. So, we’re evaluating where we want to invest, the magnitude of those investments. All of that is a work in process. And the numbers will continue to get lock up here in the months ahead. And as that happens, we will have a more definitive view on where to go here. So I wouldn’t read anything into it beyond that at this point. Tom, do you like to add to that?
Tom McGough:
Sure. I think just principally, we believe in investing in brands, but doing it in a very disciplined way with the strong ROI mentality. We’ve talked about segmenting our portfolio so that we’re investing behind the best opportunities and this notion of brands being A&P ready. Our investments are earned, they are not an entitlement. And while we don’t have a targeted spending level for the entire portfolio, we look at each individual brand, based on the segmentation and readiness for investment. I think you see that in our results today where our A&P is concentrated on a focused group of brands like Marie Callender’s, Hunt’s, Slim Jim, and Reddi-wip. You see that we’re growing sales and share, and they are contributing to overall improvement of our portfolio margins. So, our intent is to continue to invest to grow through renovation and increased marketing over time. That’s our approach, and our results in this quarter are an indication of that.
Operator:
Thank you. We’ll move now to David Driscoll with Citi.
David Driscoll:
Great, thank you and good morning. I’d like to say thanks to Chris Klinefelter. Chris has fantastic; he’s been terrific to us. So, best wishes in all your future endeavors. I wanted to ask a question about the implied fourth quarter guidance. This $0.50 number, consensus is out there at like $0.57. You’re gaining some factors in terms of kind of maybe why it’s weaker but I’d just like to go a little deeper here. I mean the third quarter margins, they are pretty terrific. If these margins carry forward into the fourth quarter and you would be way above that kind of number, so obviously you are not -- it’s not going to happen as implied by your number but can you talk to us why? Why does the Commercial Foods margin go down so much, why would Consumer Foods margins go down so much when you are in such a clear positive environment of margin improvement through, both net deflation and then all the other levers that you are pulling, Sean?
John Gehring:
Yes. Let me jump in, Dave, on a couple of factors just to address them. So, one thing I would remind folks is that especially in our Consumer Foods business last year in the fourth quarter, we put through a pretty strong quarter. So, we’re lapping a stronger quarter relatively speaking. The other thing is we do have some seasonality in our business in terms of the mix of products we sell in our consumer business, which impacts the margins. So, when you look at sequential margins from third quarter to fourth quarter, you should expect to see the seasonality mix impact come down some. And I think we’re still looking at some margin expansion year-over-year in the fourth quarter. So, I don’t think the trends are reversing or significantly flattening out. I really view it as again a number of these mechanical issues, in particular the 53rd week, some FX, so, higher incentives and then we’re going to continue to have some higher marketing investment. So, that’s kind of how we see it right now. And again, I don’t think we see any significant breaks in the trend on Lamb Weston business either.
David Driscoll:
And just a follow-up, John, can you quantify the effect of this inflationary environment in the productivity? I mean by our math, it would be something like a $0.10 benefit to the quarter, because of lower commodities and the normal productivity that the Company produces. Is that about the right neighborhood to be in?
John Gehring:
Well, let me just share a few numbers; I haven’t converted them all at cents yet. But, I think productivity was about $30 million in the Consumer segment. Net inflation -- or net deflation all-in was about $20 million. In addition, we are lapping about $20 million hit we took last third quarter, because of the derivative matter that you all may recall. So, I think those are kind of the drivers of the COGS, if you will. So that’s why it gets you in that range.
Operator:
Next, we have J.P. Morgan’s Ken Goldman.
Ken Goldman:
I’m sorry to continue on the same line, but if your margin expands year-on-year in the fourth quarter, you’re going to get something like $400 million in operating income. I don’t know where your sales are going to be unless they really collapse. That implies an EPS number well above what you’re guidance to. So, I guess my question is, you haven’t provided EPS guidance for the year, but I think it’s really important to get guidance [ph] rather, I think it’s really important to get a sense what you’re thinking for this line item. We’re backing into what we think for the year’s operating income; we’re looking at something in the mid $1.5 billion range. Is that a reasonable figure to consider or am I way off there?
John Gehring:
You’re probably not way off, Ken.
Ken Goldman:
Okay.
John Gehring:
Again, I think, we feel good about what we said here and how we look at the fourth quarter. And there again are some significant matters we’ve got to deal with after we look at how we think the business is going to continue to perform pretty well.
Ken Goldman:
Okay. And then shifting subject, Sean, I’m sure, all my peers have done this as well. We’ve all been talking to investors about the spin-off of Lamb Weston. Just from my perspective, most investors I speak with would rather you sell the business than spin it. And maybe I’m not talking to the right people and of course I don’t know if there is any actually any buyers out there. So, maybe this is a moot [ph] question. But to what degree, I’m just curious, are you feeling pressure if any from your largest holders to maybe monetize Lamb in a different way?
Sean Connolly:
Well, I think we’ve talked about this quite a bit, Ken. And from the beginning and as always, our focus is on maximizing value. And as we think about maximizing value, you should expect that we’re going to consider just about every option that you can dream up and then we will add into the analysis, all the information we know about our business and all the information we know about whether or not somebody’s an interested party. And our conclusion, as a management team and a Board, having looked at our options is that the spin is clearly the best way to maximize value here. And that’s our goal. All of this has been considered.
Operator:
And we’ll move now to Matthew Grainger with Morgan Stanley.
Matthew Grainger:
Hi. Good morning, everyone. And Chris, best of luck to you as well.
Chris Klinefelter:
Thanks Matthew.
Matthew Grainger:
So, I guess one follow-up just on Lamb Weston, I mean the magnitude of top-line growth in the Commercial Foods segment was surprising, even with the benefit of lapping the port disruption last year. Could you remind us whether those tailwinds will continue a bit further into the fourth quarter? And then in terms of your comments on improving international demand, can you elaborate a bit on where are you seeing improvement and how sustainable you think that might be?
Tom Werner:
Sure Matthew, this is Tom Werner. I will tell you a couple of things, as you think about our Commercial segment. The good news is across all of our business units in the Commercial segment, we grew year-over-year. So, while Lamb Weston was obviously disproportionately, a lion’s share of that, the rest of the operating units performed well as well. I think in terms of capturing international growth and domestic growth, the business, as I’ve said before, is well-positioned. We’re aligned with the great customer base across, both North America domestic and international. We feel good about the momentum we have in the business through the first three quarters and we see this momentum carrying into Q4 and into fiscal ‘17. So, we feel great about the business. It’s a fantastic business; it’s performed great this year; and we expect that to continue going forward.
Matthew Grainger:
Sean, if I could ask you one question, I just wanted to get your thoughts on the consumption trends at the broader industry level. In the past two months, we’ve seen retail take rate that looks incredibly soft in February and recovered a bit in March but was benefiting from Easter timing. So, from your standpoint just curious if there was any major change in trend or slowdown at the industry level?
Sean Connolly:
Well, I think from our standpoint, I -- clearly, a good part of what you’re seeing is really what’s embedded in the base. I mean we saw -- you saw the consumption data back in February didn’t look particularly pretty for us. That was as much of a function of being very aggressive in terms of deep discounted promotion in a year ago period and choosing not to do it this year, as well the fact that you’ve got some baseline -- the base driver elasticity because we’ve raised price on a number of businesses. Obviously, you saw that that was kind of a short-term effect because of the last consumption that was just released kind of showed that bounce back. So, look, growth has been allusive in our industry, it’s why we are so focused on innovation, it is why we’re so focused on margin expansion and efficiency, and we absolutely plan on expanding margins going in the future and we plan on improving our growth trends the right way as we continue to unfold this plan.
Operator:
And our next question comes from David Palmer with RBC Capital Markets.
Kevin Lehmann:
Hi, good morning; Kevin Lehmann here for David Palmer. Quick question on Commercial Foods and perhaps building on Kens’ question a bit but perhaps from a higher level. Can you expand on the strategic rationale behind spinning off Lamb Weston? On the case of private label, already that business can be viewed as a distraction to core U.S. retail but many other food periods have food services division. So, how would say ConAgra differs from others in that regard? Thank you.
Sean Connolly:
I’ll take that. We have a traditional food service division that we’ll retain as part of ConAgra Brands which is really to what we referenced in our peer set. So that will carry on and it won’t be -- that was a business that had a good quarter this quarter as well and that will continue to be part of our branded business, because it’s incredibly intertwined, think of large sizes of food service packages of the stuff that we sell in the retail channel tray. In the case of Lamb Weston, it is a focused, largely disintegrated business. And we believe that by being a pure play and being focused, it will continue to not only perform well but perform better. And it is very, very different from our traditional food service business which is really what you described as being embedded in our peer set.
Operator:
We’ll now hear from Jonathan Feeney with Athlos Research.
Jonathan Feeney:
Sean, I wanted to dig into the reception at retail, and at retailers and versus your expectation with consumers to this pricing up strategy. I know a lot of centre store package food companies are pursuing this pricing up strategy, particularly you mentioned the Banquet brand, an important brand, a lot of consumers seeking value. Are retailers -- I guess the trends and the profits are coming through great but is there a risk or are you getting pushed back from retailers, maybe losing space, losing attention to the category, anything like that, particularly at a time when costs broadly are deflationary and may be things around the perimeter of the store are -- they are not going up and prices are coming down? Just your general impressions of that, high level reaction, the consumer versus your expectations and the conversations you have with the retailers?
Sean Connolly:
I’m very glad to answer this question, because I think it’s important to demystify what we are doing and what we’re not doing with respect to average pricing. Keep in mind, average pricing is a function of shelf price or our list price, but it’s also a function of our promoted volume price. And we’ve actually been active on both fronts. I think with respect to merchandising and a $100 million efficiency that we talk about within trade, sometimes what I read is that it sounds as if that’s coming across as if it’s just a cut, as if we’re ripping trade out, that nothing could be farther from the truth. We spend a lot of money on trades, we’ve identified a $100 million in trade spend that we don’t think does much to help us or our retailers. So, when we talk to our customers about being more efficient and impactful with that trade, they’re as interested in that as we are because it helps drive quality sales, it helps drive margins et cetera. And then separately, I’d say, our customers also value quality volume as much as we do. They understand that inefficiency isn’t helping anybody. So, if we can redeploy inefficiency into brand building, innovation or even more effective merchandising, everybody wins. So, think of the payoff as better margins and stronger brands versus cutting merchandising. Then, when it comes to shelf price, there are three pillars to our pricing actions. Number one is what we call inflation justified list price increases, meaning if we got inflation we feel totally justified in taking a list price increase and that’s we’ll do. The second piece of pricing is the trade efficiency we just talked about which in large part means, reduced reliance on deep discount merchandising and redeployment of those funds toward more effective, more efficient activities. And then the third piece of our pricing strategy is higher quality driven pricing, meaning we improve the food we’re selling and we charge more for it. And in any given quarter, we’re likely to have a mix of all three of these things, but the ratios could change within each quarter. So that is this strategy that we’re pursuing. Our customers are aligned with us on it, they’re supportive on it, they believe as we believe, it’s ultimately going to lead to better sales, better profit than a higher quality volume base.
Operator:
Next we have Bryan Spillane with Bank of America.
Bryan Spillane:
Hi, good morning everybody and Chris, all the best to you. I guess just two questions, one just a point of clarification. I think, John, you’d said there was $30 million of productivity in the quarter. Was that gross or net productivity?
John Gehring:
We measured all net.
Bryan Spillane:
All net, okay. And then I guess the second just as a follow-up to I think it was Ken Goldman’s question about the decision to sort of split or spin off Lamb Weston. As we kind of think about the value of that also in relation to having the tax credit that you have, is it right to think about the value not just of Lamb Weston but also in the context of what other optionality there exists because you’ve got that tax credit to potentially do other things with? So, I guess I’m trying to say is the way it works we should be thinking about the value creation potential more than just one step with Lamb Weston but maybe the potential to use that asset to do other things?
John Gehring:
Yes, the way I think about it is, not having value destruction through tax leakage is a good thing and having a tax asset that you can deploy in the future as we think about reshaping our portfolio to be more contemporary, higher margin, higher performing, is a good thing. Now clearly, the tax asset is one of the tools we can leverage in that reshaping process. I won’t speculate on when that could happen, I’ll just say that we’ll do what makes sense for the long term value creation potential of the company.
Operator:
And our next question comes from Jefferies’ Akshay Jagdale.
Lubi Kutua:
Good morning, this is Lubi filling in for Akshay. I’m wondering, could you give us a sense of how much cost savings initiatives contributed to the margin expansion that we had in Consumer Foods this quarter?
John Gehring:
We’re not going to provide specific numbers. I would say we have some modest early delivery from our cost savings program. I would also say a chunk of that was offset by some modest stranded costs that came back into the consumer business. So, I’d say net-net that wasn’t a huge driver of the margin expansion; it was more at the gross margin line.
Sean Connolly:
As we said before that the bulk of the savings we’re going to generate through our programs hits in ‘17 and ‘18. One of the reasons why we don’t want you to start building a model necessarily right now is we’re in the process of pinning down exactly how much of that’s going to hit in ‘17 versus ‘18 as we continue to morph our organization design and things like that. So, a little bit of benefit now but the bulk is coming in the next couple of years.
Operator:
Thank you. We’ll hear now from Jason English with Goldman Sachs.
Jason English:
Hey, good morning folks. Thanks for the opportunity to ask question. And let me echo the sentiment from others; Chris, it’s been great working with you, good luck on the next venture. I thought Jon Feeney had a very sound line of question I want to build on a little bit. In response to his question on trade budget optimization, you referenced to as more of a shell game to optimize efficiency, and I guess my question is why. You’re squeezing SG&A, you’re trying to squeeze COGS through productivity and here’s roughly a $2 billion expense line on your P&L. Why does it need to be a shell game, why can’t you shrink it?
Sean Connolly:
Jason, I think you might have called into a different call, I don’t remember mentioning anything to shell game. We’ve got a significant spend with customers that we collaborate with very carefully and we have a zero loss mindset when it comes to analyzing that spend and partnering with our customers on how to put a red circle around funds that we think are doing little for our customers or us, and then collaborating with our customers in terms of how do you redeploy that funding to continue to support our brands and our categories in ways that are better for overall volume trends and overall margins. So, there’s waste there; we’re going to be as aggressive as anybody in the industry in terms of getting after that waste. And we’ll be open-minded with when we identify waste -- where it goes. If we’ve got a high ROI way of redeploying it, we will redeploy it; if we don’t have a high ROI way of redeploying it, we’ll drop it right to the bottom line. We’ll be very pragmatic around what to do in the lieu of waste based on what maximizes value.
Operator:
And next we have Eric Katzman with Deutsche Bank.
Eric Katzman:
Thank you, good morning. Chris, best of luck. I guess, Sean, I wanted to ask a little bit more about Banquet and its, what seems like a really big impact for the brand on the consolidated. If it’s 90% of the volume hit, the elasticity by going over $1 dollar must have been really-really significant, and I understand why you’re doing it. But I guess my question is as you kind of move through the rest of the portfolio, should we expect similar levels of elasticity as you try to make your promotion more efficient or is it a function of as you improve the product, eventually get into consumer to recognize that but it just seemed like a very big drop on one brand. Thank you.
Sean Connolly:
Yes, Eric, great question and it’s important that we demystify that. I think Banquet is quite a big different from our other brands, and I am going to have Tom kind of share some of our detailed thinking on this business. But the impact you see on Banquet is, if again you come back to the notion that there are two things we are dealing with here; one is shelf price, which is baseline volume; the other is promotion strategy and that’s promoted volume. We have actually made a meaningful difference, a meaningful change on both. And part of what you are seeing is how aggressive we were in the year ago period in promoted activity and the choice not to do that. For example, events that might sell at $0.80 instead of $1 dollar, as you might imagine, that drove some pretty significant spikes in the year ago period. And when you don’t repeat that, obviously, you’re not selling on profitable volume, but you’re going to see it show up on the promoted volumes side of the volume ledger. At the same time, we also have shelf price increases which shows up as a baseline elasticity factor. So, when you get both, it kind of compounds and that’s what a bit of what you saw in the results. But again, that was entirely planned. We knew what we’d expect there. And we’ve got to migrate to a higher quality consumer base here over time because there were clearly plenty of consumers in that exact window year-ago who were in our franchise for one reason and one reason only, and that’s because we were basically doing giveaway pricing, or giveaway merchandising. And that’s effectively what you saw. Tom, did I miss anything there?
Tom McGough:
No. Sean, I think that really nails it.
Operator:
Thank you. Our next question comes from Rob Dickerson with Consumer Edge Research.
Robert Dickerson:
Thank you very much. Just a follow-up question, so all the questions have been said and asked now on the trades and opportunities. Very simplistically, Sean, I am just curious you mentioned the red circles, you draw red circles around the areas where we think we can gain efficiency and then you then redeploy back for higher ROI on those brands. Over the past, I don’t know let’s say, as you have done this especially on Banquet, do you think there is realistically more upside to the $100 million that you have given us and therefore there are more red circles, or there’s more of an opportunity to drop some of that to the bottom line? Thanks.
Sean Connolly:
Rob, I’ll interpret that along the lines of the question I’ve received sometimes before, which is in total, its’ more than 300 in our overall cost efficiency program, 200 SG&A, 100 in trade. And I think my answer before, which will remain intact today, is we’re only going to look for more. If we can find any inefficiency, we are going to try to get it out, whether it’s SG&A, weather it’s trade. Now, today, I can tell you, we are squarely focused on hitting that 300. We are on track. We feel good about the progress we are making. And we want to make sure we don’t get any slippage in that before we start getting stars in our eyes around going beyond that. But I think philosophically and culturally, we don’t view cost efficiency as a project, we view it as a way of life because it provides us fuel for investment and innovation. And it’s just helps us culturally be more performance oriented. So, we are going to continue to be relentless in that. Certainly on trade, it’s actually great to see the teams do it. Our teams get together as customer teams. They plan these events using significantly improved technology, post -- analytics tools, better systems. And we go through literally event by event, hundreds if not thousands of events. We know what they’ve done in the past now. We’ve got visibility to it. We know what we want to get rid of. We know what we want to change. We know what we want to add. And we do that by customer and it’s making a meaningful difference. So, we’re going to continue to work it. So, if there is more there, we will get it. We’re not ready to speculate on that right now, but philosophically, that’s our view.
Operator:
We’ll hear now from Credit Suisse’s, Robert Moskow.
Robert Moskow:
Hi, thank you. And best wishes to you, Chris. So, I guess a two-part question, the first is I understand that we don’t want to use fiscal ‘16 as an EPS base. But, if I just look at operating profit in the two divisions, both had very strong years in ‘16. And I guess I am just trying to do the big picture math of -- they’re both going to have pretty significant SG&A savings. The trade productivity will continue. And then that’s going to be offset by some dissynergies. So, I guess just big picture, like should we expect kind of a normal year because these two things kind of trade-off against each other? Can it be an above normal year, below normal year? And maybe I am supposed to wait until the Analyst Day for all of that, but just a way to put it like a big picture format.
Sean Connolly:
Rob, we’re not going to get into anything that could look like guidance for next year at this point, because we are not ready to do that. Clearly, we feel very good about the direction that we are headed in terms of margin expansion, in terms of our ability to rebuild the innovation funnel. So, we are moving in the right direction, and we’ll look forward to going through each of the businesses in detail and giving some detailed guidance for you, as we do these Investor Days.
Robert Moskow:
Can I ask an interest expense question also? I thought interest expense will be down quite a bit more than what the guidance implies for fourth quarter and then maybe into next year. Can you give us a sense of what interest expense would look like for fiscal ‘17, John?
John Gehring:
Well, let me start with the Q4. I believe interest expense is down about $20 million. Just as a reminder, we had deployed the proceeds from private a brand until fairly late in the year and then also the debt we’re taking out is fairly low interest debt. So, that’s both the beauty and the curse of these interest rate environments. Certainly, as we go forward next year, you can look at the full year impact of the debt we just repaid but all we don’t know right now is the capital allocation around some of these other transactions that are still in progress. So, it’s not possible for me at this point or responsible for me to say here is what the other interest rate impacts of some of that capital deployment is going to be. Certainly, I would think those net-net would be favorable to interest expense next year. But we just can’t quantify at this point.
Operator:
Thank you. Next we have Chris Growe with Stifel Nicolaus.
Chris Growe:
Hi, good morning. Chris, best wishes to you as well. I may echo the earlier talks there. I had just two questions, if I could. If you look at the gross margin performance, it was stronger than expected; it was very strong obviously benefitting from the absence of private brands. Could you talk about whether that was more consumer driven or commercial driven? I know consumer has a number of things that are benefitting the gross margin, was that the majority of the upside there? And then the second question, just around you’ve had some very weak IRI and Nielsen data, it was the question earlier. I am just trying to understand when I even look at some categories that I regard as sort of focus categories for ConAgra, we are seeing those -- the way to decline in those categories accelerates, and is it the matter of increased spending or maybe taking some of the tray torsion saving and reinvest those back in the business? I am trying to understand what you could do behind the focused categories, those you may focus on the future to really reignite revenue growth there?
John Gehring:
Yes. Let me start on the gross margin side. We don’t talk a lot about gross margin details, why, to tell you directionally is that both segments have strong gross margin increases. There was proportionally more in consumer than you get in commercial business, but both of them had strong margin expansion.
Tom McGough:
Chris, this is Tom McGough. When you think about consumption performance, we break it down into two components, what’s non-promoted and what’s promoted. And as Sean said, in February specifically, there was a lot of noise on our numbers. What it was, was the deliberate choice not to repeat some low ROI events from the previous year. And what it wasn’t, was a fundamental weakness in the foundation of the base non-promoted volume. Obviously, we’ve taken price on Banquet, as Sean said, it impacted both base and promoted. When you take out Banquet and look at the rest of our portfolio, our non-promoted base sales were essentially flat. So, we are going through a period, not just our sales in terms of looking at trade productivity, investing it in the right return activities, but the customer environment is also changing. And there is a move for less promotional activity from some customers. I think inherent and what we are driving against is selling more off the shelf and relying less from push activities. So, I think that’s some of the noise that you see in the most recent results, certainly ours but I think more broadly some of this has been driven by changes in customer strategies as well.
Operator:
Thank you. Our next question comes from Alexia Howard with Bernstein.
Elyn Rodriguez:
Hey guys, good morning. This is Elyn Rodriguez on for Alexia. So, how worried are you about the impact of an introducing voluntary GMO labeling at a national level, when the GMA spent millions of dollars in recent years, so why this happening? Thanks so much.
Sean Connolly:
Well, obviously our position when it comes to GMO labeling is we need a federal standard, anything else makes no such. At the end of the day, we are for the consumer and we believe in transparency but we think it’s got to be done at a federal level. That said, there has not been a federal preemption and there is a law in Vermont. And we have to do what’s necessary to make sure that we are in compliance. For us to carve out inventories and think we can control what goes into Vermont, is not pragmatic, it’s not really doable at least with any reasonable cost. So we are in a position where we’ve got to do what we’ve got to do. And hopefully where we are right now is not the end of the story, there will be an evolution, there will be a federal standard and there will be a common communication strategy around this. So, ultimately that’s we care most about but there is no consumer confusion, there is no unnecessary increase in cost of the foods that our consumers are buying, things like that.
Operator:
And we will hear now from Todd Duvick with Wells Fargo.
Todd Duvick:
Just a quick question on the balance sheet; you have definitely been busy and you talk about additional debt reduction. So, I guess two part question, one is, should we assume that cash on hand and commercial paper will be used to take out the July maturity? And secondly, should we expect any incremental debt reduction as a function of the Lamb Weston spin?
John Gehring:
Yes. So, again, as some of this gets into kind of capital allocation plans, we have to finalize. So, I don’t want to get specific on exactly what we will be on the July maturity. I think if you can kind of do a math little bit, I think there is a couple of guide post I would point to. One is we continue to be committed to an investment grade credit rating on the ConAgra Brands business. Certainly what that implies is as we spin out pieces of business or otherwise change the portfolio where we would lose EBITDA, we would naturally then look to further debt reduction to make sure that our debt to EBITDA ratios are in line with what’s required to be investment grade. So, I think it’s a reasonable assumption that as we take pieces of business out and so off EBITDA or spin them off, it will have some additional debt reductions, but more details to come on that going forward.
Operator:
And this concludes our question-and-answer session. Mr. Klinefelter, I’ll hand the conference back to you for final remarks or closing comments.
Chris Klinefelter:
Thank you. Just as a reminder, this conference is being recorded and will be archived on the web as detailed in our news release. And as always, we are available for discussions. Thank you very much for your interest in ConAgra Foods.
Operator:
This concludes today’s ConAgra Foods’ third quarter earnings conference call. Thank you again for attending and have a good day.
Executives:
Sean Connolly - Chief Executive Officer John Gehring - Chief Financial Officer Chris Klinefelter - Vice President, Investor Relations Tom McGough - President, Consumer Foods Tom Werner - President, Commercial Foods
Analysts:
Andrew Lazar - Barclays David Driscoll - Citi Ken Goldman - JPMorgan Matthew Grainger - Morgan Stanley David Palmer - RBC Capital Markets Jonathan Feeney - Athlos Research Bryan Spillane - Bank of America Eric Katzman - Deutsche Bank Alexia Howard - Bernstein Robert Moskow - Credit Suisse Chris Growe - Stifel Tim Ramey - Pivotal Research Group Todd Duvick - Wells Fargo Lubi Kutua - Jefferies
Operator:
Good morning and welcome to today’s ConAgra Foods Second Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan and I will be your conference facilitator. [Operator Instructions] At this time, I would like to introduce your host from ConAgra Foods for today’s program, Sean Connolly, Chief Executive Officer; John Gehring, Chief Financial Officer; and Chris Klinefelter, Vice President of Investor Relations. Please go ahead, Mr. Klinefelter.
Chris Klinefelter:
Good morning. During today’s remarks, we will make some forward-looking statements and while we are making those statements in good faith and are confident about our company’s direction, we do not have any guarantee about the results that we will achieve. So, if you would like to learn more about the risks and factors that can influence and impact our expected results, perhaps materially, I will refer you to the documents we filed with the SEC, which include cautionary language. Also, we will be discussing some non-GAAP financial measures during the call today and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found in either the earnings press release, our Q&A document or on our website. Now, I will turn it over to Sean.
Sean Connolly:
Thanks, Chris. Happy holidays, everybody and thanks for joining us to discuss our second quarter fiscal 2016 earnings. As you saw in our release, our second quarter results reflect continued momentum following a strong first quarter with comparable EPS of $0.71, up from $0.61 in prior year. Before I get into details regarding our results, I want to take a step back and review the broader set of strategic initiatives we have undertaken to build a stronger, more consistent and more valuable future for ConAgra Foods. In the three short months since we met to speak about our first quarter fiscal 2016 results, we have undertaken bold actions that demonstrate our commitment to creating significant value for our shareholders. Specifically, we announced a $300 million efficiency plan with $200 million coming from SG&A reductions and $100 million from trade efficiencies. The decision to co-locate our entire Consumer Foods team under one roof in a new corporate headquarters in Chicago, the agreement to sell our private label operations to TreeHouse Foods and plans to separate into two independent pure-play public companies, ConAgra Brands and Lamb Weston. We are hard at work implementing each of these initiatives. We are on track to execute our $300 million efficiency plan, which will truly help us build ConAgra into a lean, more focused company and we are confident this effort will improve profitability, advance our growth agenda and unlock shareholder value. As we said previously, we expect to realize the majority of our efficiency improvements in fiscal 2017 and 2018. Work is also underway to bring our consumer team under one roof at our new headquarters in Chicago. We expect to move during the summer of 2016 and we are confident that bringing the consumer and corporate leadership teams together in a more open physical space will accelerate our shift to a leaner, more nimble, innovative and performance-oriented culture. Importantly, we also expect to improve our ability to attract and retain top talent. Ultimately, our goal is clear. We are building a ConAgra that is sharply focused on the consumer in a tireless pursuit of profitable growth. With respect to private brands, in early November following a robust process, we announced the sale to TreeHouse Foods for approximately $2.7 billion in cash. We remain on track to close the transaction in the first quarter of calendar year 2016. Finally, just last month, we announced our plans to pursue the separation of ConAgra Foods into two independent public companies, ConAgra Brands and Lamb Weston, through a tax-free spin-off, which we expect to complete by fall of calendar 2016. As we said when we announced the spin-off, our goal is to enable both ConAgra Brands and Lamb Weston to operate as vibrant pure-play companies with enhanced strategic focus and flexibility. We believe this is the best opportunity for these businesses to drive solid, long-term financial performance. Both companies will have strong market positions and will be poised to capitalize on their unique growth opportunities. As we get closer to the spin, we will share additional details regarding each business and our expectations for their respective performance at two separate Investor Days. So, we have accomplished a tremendous amount in a short period as we transformed ConAgra Foods to unlock long-term shareholder value. While a significant amount of work lies ahead on each of these initiatives, I can assure you that our management team is fully committed to executing with excellence. At the same time, we remain intensely focused on the operational plan that I laid out in June. Everyday, our business teams are and will remain focused on
John Gehring:
Thank you, Sean and good morning and happy holidays to everyone. In my comments this morning I will recap our fiscal second quarter performance including comparability matters and then address cash flow, capital and balance sheet items. I will also provide some brief comments on our fiscal 2016 outlook. Before I comment on performance, I want to briefly update you on the divestiture of our private label operations. As Sean noted, we continue to expect to close the sale in the first calendar quarter of 2016. At this time, we have only recognized a small portion of the tax benefit related to the capital loss we expect from the sale. However, we remain confident that the company will be able to realize significant tax benefits in the future. Specifically, we expect to utilize this loss carry-forward over the next few years as we work to reshape our portfolio in a disciplined manner. As a reminder, the results of operations for the businesses being divested are reflected in discontinued operations for all periods presented. In addition, in accordance with GAAP, the company is no longer recording depreciation and amortization expense on the assets held for sale. Consistent with our second quarter guidance, discontinued operations for the fiscal second quarter reflect about $0.07 of EPS benefit from the absence of depreciation and amortization. And as I noted last quarter, there are several smaller lines of businesses – business that have been reclassified between segments in connection with the private brands divestiture. The overall impact to our Consumer Foods and Commercial Foods segments is minor. However, we will provide reclassified historical segment financial information as part of our third quarter earnings release. Now I will recap our performance for our fiscal second quarter. Overall, diluted EPS from continuing operations as reported was $0.37. After adjusting for items impacting comparability, diluted comparable EPS for the fiscal second quarter, including discontinued operations, was $0.71 which is ahead of our expectations and compares favorably to our prior year quarter’s comparable earnings per share base of $0.61. As Sean noted, both our Consumer Foods and Commercial Foods segments performed well. In our Consumer Foods segment, net sales were approximately $2 billion for the quarter, down about 3% from the year ago period, reflecting a 3% decline in volume, a 2% improvement in price mix and a 2% negative impact from foreign exchange. Segment operating profit adjusted for items impacting comparability was $341 million or up about 10% from the year ago period. Operating margin on a comparable basis expanded about 200 basis points versus the year ago quarter. Margin expansion continues to be driven by pricing, mix management, supply chain efficiencies and favorable commodity trends. Foreign exchange this quarter had negative impacts of $32 million on net sales and about $12 million on operating profit for the segment. Our Consumer Foods supply chain cost reduction programs continue to yield good results. This quarter cost savings were approximately $40 million and inflation had a modest favorable impact on results this quarter. On marketing, Consumer Foods’ advertising and promotion expense for the quarter was $105 million, up about 18% from the prior year quarter reflecting our efforts to continue to strengthen and support our brands. In our Commercial Foods segment, net sales were approximately $1.1 billion or up about 2% from the prior year quarter. The Commercial Foods segment’s operating profit was $162 million or 11% above the year ago quarter’s operating profit adjusted for items impacting comparability. The strong operating performance was driven by margin expansion and strong volume performance in our Lamb Weston business. Discontinued operations posted a loss of $0.02 per diluted share this quarter, which includes an impairment charge of approximately $0.18 per share. This charge was required to adjust the carrying value of the private brand’s asset held for sale to $2.7 billion, which is our expected net proceeds from the pending transaction. After adjusting for this charge and other expenses, the private label discontinued operations earned $0.13 per diluted share this quarter, including about $0.07 per share of benefit related to the cessation of depreciation and amortization. Expected comparable earnings from private label operations were included in our earlier guidance for the quarter. Moving on to corporate expenses for the quarter, corporate expenses were approximately $190 million. Adjusting for items impacting comparability, corporate expenses were $65 million versus $57 million in the year ago quarter. The increase versus last year’s second quarter principally relates to higher incentives. Equity method investment earnings were $25 million for the quarter and $34 million in the year ago period. The year-over-year decrease reflects lower earnings from our Ardent Mills joint venture driven by unfavorable weak market conditions, which from time to time can result in short-term margin impacts. Our comparability items this quarter included three items. First, approximately $0.19 per share of net expense related to restructuring charges. Second, approximately $0.02 per diluted share of net expense related to the income tax matters from the planned sale of the private brands business. And third we had approximately $0.15 per share of expense related to items and discontinued operations for which we have provided additional details in the Regulation G disclosure included in the release. On cash flow, capital and balance sheet items, we ended the quarter with $96 million of cash on hand and $167 million of outstanding commercial paper borrowings. Total operating cash flows through the second quarter were approximately $318 million versus $418 million in the year ago quarter. The decrease is driven principally by timing matters related to incentives and tax payments. And as a reminder, due to the seasonality in our business and our normal inventory cycle, we typically generate a significant portion of our annual operating cash flow in the second half of the year. We remain confident in our ability to generate attractive operating cash flows over the balance of this fiscal year. On capital expenditures, for the quarter, we had capital expenditures of $69 million versus $67 million in the prior year quarter. Net interest expense was $80 million in the fiscal second quarter versus $79 million in the year ago quarter. And dividends for this fiscal quarter were $108 million versus $106 million in the year ago quarter. On capital allocation, we remain committed to an investment grade credit rating and a capital allocation strategy that appropriately balances between further debt reduction, the top-tier dividend, share repurchases and additional growth investments. During the second fiscal quarter, we repaid $250 million of long-term debt principally through commercial paper borrowings. We expect to refinance $750 million of debt, which matures on January 25, 2016 with short-term debt in commercial paper. As previously noted, we plan to use the proceeds from the sale of the private label operations primarily for debt repayment, including any debt issued to refinance the January debt maturity. During the fiscal second quarter, we did not repurchase any shares and we have approximately $132 million remaining on our existing share repurchase authorization. Now, I would like to provide a few comments on the balance of fiscal 2016. As we noted in the release, we are not offering fiscal 2016 EPS guidance at this point given the current status of the private brands divestiture. However, I would like to offer a few comments on our outlook. In our Consumer Foods segment, we expect to post modest comparable operating profit growth for the full fiscal year, even with our higher marketing investment, one less week in the year and headwinds from FX and higher incentives and stranded costs. The improved performance reflects margin expansion driven by pricing, mix management, supply chain efficiencies and a favorable commodity environment. We also expect the Commercial Foods segment to post solid operating profit growth despite having one less week in the year and higher incentive costs. The profit growth reflects volume growth in Lamb Weston and margin expansion across the segment. With regard to the third quarter of fiscal 2016, we expect comparable EPS, including discontinued operations to be modestly higher than the prior year quarter. Our guidance assumes expected headwinds from higher incentives, FX and increased marketing investments. This guidance also assumes a full quarter’s contribution from the private label business and reflects the benefit from the cessation of depreciation and amortization related to the private label divestiture. We expect continued strong fundamentals in both our Consumer Foods and Commercial Foods segment with margin expansion across those segments and continued strong volume performance in our Commercial Foods segment. We also expect modest initial benefits from our SG&A cost savings programs. In closing, while we are working through a great deal of change, we are pleased with our performance so far this fiscal year and strengthening margins across our businesses and in managing the significant changes in cost structure and portfolio that we believe will drive value creation over time. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Sean and I along with Tom McGough and Tom Werner will be happy to take your questions. I will now turn it back over to the operator to begin the Q&A portion of our session. Operator?
Operator:
Thank you. [Operator Instructions] And our first question today will come from Andrew Lazar with Barclays.
Andrew Lazar:
Good morning, everybody and happy holidays.
Sean Connolly:
Good morning, Andrew.
John Gehring:
Good morning.
Andrew Lazar:
Good morning, John. Just two questions from me if I could. First would be just around the efficiency projects and this maybe just splitting hairs, but I guess you talked about in the release this morning about getting the full $300 million in savings by the end of fiscal ‘19. And I think in the prior release when you had announced these projects, I think you said maybe roughly half in ‘17 with the balance in ‘18. So, I didn’t know if there was something that had changed that, that pushed it out by year or if it’s I am just making more of the wording than I should?
John Gehring:
Yes. And probably, some imprecise wording on our part, but we would expect as I said in my comments we will have some modest benefits in fiscal ‘16. We will have a significant portion of the savings in ‘17. And by the time we get to the end of fiscal ‘18, we will be at our full run-rate of cost savings, so, really no difference – no change in our outlook from the previous call.
Andrew Lazar:
Great. Thanks for the clarity there. And then just want to make sure a little bit understanding of the guidance for fiscal 3Q. Given you are including private brands for the entire three months of the quarter, I guess given the D&A benefit to the private label results is likely to again be sizable in the 3Q. I guess it would sit I guess by back of the envelope would suggest it implies maybe the underlying operations maybe flat to down in 3Q. But given the strong performance this quarter, I am trying to understand what would really drive that or what’s different around the underlying business in the 3Q than what we saw in 2Q?
John Gehring:
Yes. Andrew, I think your assessment of flat to down modestly, the way the math works is how we are looking at it right now. I would say we still expect to see good fundamentals across both of the operating segments. Commercial I think will continue to see good volume growth in margin expansion. In consumer, we expect to see continued strong gross margins. However, we also are reflected in that guidance. We also expect to continue to invest responsibly behind our brands and we will have some additional pressure from FX and higher incentives. So, I think the trends that we have seen in the strong segment performance will continue.
Sean Connolly:
Yes, Andrew, it’s Sean here. If I can just build on that, clearly, the actions we are taking overall as a company right now are aimed at maximizing our value creation potential for the long-term. So, principally, the way I think about this is that the absence of D&A gives us some flexibility to make strategic investments for the long-term health of our portfolio. And importantly, that’s an approach that we will follow in the future fairly consistently where if things break our way, we will invest some of that favorability back in our business. And similarly, when things break against us, we won’t completely abandon brand building and innovation entirely. It’s all about maximizing long term profitability.
Operator:
And we will move now to Citi’s David Driscoll.
David Driscoll:
Great. Thank you and good morning.
Sean Connolly:
Good morning, David.
John Gehring:
Good morning, David.
David Driscoll:
So, I just wanted to ask a couple of things about cost savings and inflation. I think you said that you generated about $40 million of cost savings in the quarter. How do we think about this figure going forward, John? Should it be is $40 million a quarter a good number? And then would this number be something on top of the $300 million that really starts, I guess, you said a little bit this year, but really big-time starting next year. This $40 million just kind of normal productivity and shouldn’t be repeatable on top of the $300 million going forward?
John Gehring:
Yes, so really two separate line items there, David. The $300 million is our cost savings that we talked about a month or so ago. That is comprised of about $200 million of SG&A, about $100 million of trade efficiency. The $40 million I referenced was just the Consumer Foods supply chain, COGS efficiencies that we have achieved and I would say we certainly would look to perform at that level. I know we are going to challenge our business to make that even stronger over time, but that’s probably a decent model to work with.
David Driscoll:
And then just clearly on that – thank you, thank you for that. Just following on, on the inflation piece, you mentioned that inflation was a benefit in the quarter. Can you give us some kind of quantification on it? And then importantly, do you expect that level of inflation benefit to persist in the third and fourth quarters of the year?
John Gehring:
It’s probably in the range in $0.01 or so, maybe $0.01 to $0.02 of benefit. I can’t get into the details in terms of looking forward. Clearly, the commodity markets have been favorable, I think almost across the board. However, as we look at there are some challenges from time to time in manufacturing and transportation particularly in terms of capacity and the transportation and warehousing area. But I think overall, we would expect inflation to be net-net a minor impact or benefit going forward for the balance of the year.
Operator:
And we will take a question now from Ken Goldman with JPMorgan.
Ken Goldman:
Hi. Thanks and happy holidays from me as well.
Sean Connolly:
Good morning Ken.
Ken Goldman:
In terms of the gross margins strength, I think you highlighted a couple of items and I think in there and correct me if I am wrong, reduction in trade spending in an effective way, some SKU rationalization. Two questions behind that, number one, if we were to bucket those two items in terms of sort of their importance in the gross margins strength, how would we think about that and also is there other writings that perhaps are beyond that – those two as well that helped the gross margin. And I know you talked about cost deflation, so I guess that’s the third. And then I guess the second question on that is are you getting any pushback from your customers as you spend a little bit less on trade, I mean I guess a lot of it has to do with Banquet. But just in general, some of the grocers that we cover talk about the balance they would like to have between promotion and non-promotion, but that they can’t – they don’t just want their vendors to cut it all off and leave it dry, so I am just curious how you think about that balance there and when there has been any push-backs from your top customers out there?
Sean Connolly:
Yes. Ken, Sean here. When it comes to gross margin expansion, what we are really relying on our own actions and improvements in our own level of discipline, not windfall benefits from the market and from deflation, that’s not what this is all about. It is a multifaceted approach that we will continuously we take here in the quarters and years ahead to get our gross margins up. And a big piece of that is discipline around pricing trade efficiency, etcetera. But as we think about pricing, there are three pillars to our pricing actions. The first is what I will call inflation justified list price increases. The second is less deep discounting in terms of trade investments. And the third is brand quality upgrades like we did with Banquet this quarter. At any given time, we are pursuing some combination of these three and the goal is simple, which is to maximize brand strength and in doing so, maximize margins. Clearly, our efforts here are in early innings, but we feel very good about what we can do on the margin front and what we can do on the brand vitality front over time. With respect to your question on trade, we are a company that has historically, obviously lean too hard on trade and a lot of that was without a lot of discipline and we didn’t get a good return on that investment. That’s not in our customer’s best interest either to spend money with them that doesn’t generate top and bottom line sales. So when it comes to trade in $100 million we talk about, we talked about this before, but it’s not about cutting that $100 million, it’s about identifying where $100 million is not generating a return and then redeploying that. We might redeploy it in more efficient promotions. We might redeploy it in innovation, etcetera. At the end of the day, our customer wants to grow their top line and bottom line as much as we do. And if we cannot identify dollars that we are spending with them that are not working efficiently and make the more effective and more efficient, they are fully supportive.
Ken Goldman:
Okay, thanks very much.
Operator:
We will take a question now from Matthew Grainger with Morgan Stanley.
Matthew Grainger:
Hi. Good morning everyone and happy holidays as well.
Sean Connolly:
Thank you.
Matthew Grainger:
So I guess first, just to follow-up on Ken’s question, I wanted to see if you could provide any more granularity on some of the promotional adjustments and SKU rationalization that’s going on in consumer and clearly a bulk of it right now is your focus on restaging Banquet, but I am just curious where you are in the process of assessing other brands acting on opportunities elsewhere in the portfolio. And in terms of the impact, any directional commentary you can give on how that might impact the top line in the second half or how much its benefiting margins at the moment?
Tom McGough:
Sure, Matthew. This is Tom McGough. Let me build off the comments that Sean highlighted. In terms of – I think we have talked about pretty consistently about making sure that each of our businesses is right on the four piece, improving the fundamental, being perfect at retail. If you look at a business like P.F. Chang’s this time last year when we reinstates that business in terms of product quality, product range and the business has grown very nicely. So our approach is one looking at our businesses and assessing the performance against those dimensions and Banquet is a move that we are making this year. We are combining our pricing increase with the significant increase in the product quality. This is a brand that has nearly 50% household penetration. It’s a relatively high purchase frequency business. We don’t expect all those customers or consumers to come with us with a higher price, but we are investing in the business to advertise the new benefits and features that we have added to the product. And over time, we believe that that’s the right long-term approach to strengthen the fundamentals on the business. In terms of trade productivity, as Sean said this is not a take away. This is about how are we more effective. And our experience has been that customers want to have higher impact, higher ROI and that’s our focus. So it’s part of our new discipline that we have across our company, getting the fundamentals right and looking at how we invest our resources for the highest impact of return both for ourselves and our customers.
Matthew Grainger:
Okay, that’s helpful. Thanks Tom. And then just one follow-up, I guess on the Consumer Foods top line growth profile, underlying sales growth in that segment has been a bit ahead of retail takeaway, I guess as implied by scanner [ph] data for the past two quarters and I know there is – some thing is going on with the adjustments in trade spending, but as we look ahead to Q3, can you just update us on where you stand on inventory levels at the moment, whether there has been any shipment timing dynamics around the Banquet restaging or anything that would have flatter results in the quarter?
Tom McGough:
So, our scanner performance is only a – it’s a significant portion, but only a portion of our overall results. There are non-measured channels, in particular club dollar that our portfolio is well positioned against. In terms of retailer inventories, we actually come in the industry see a trend among retailers to be more efficient. So, there is no real significant changes in any type of retail inventory. So as I look at the second half, we are going to continue to take a very strategic and disciplined approach to building a stronger and healthier volume base and our second half volumes likely to be down slightly as we continue to focus on eliminating that non-investment grade volume that John spoke about.
Operator:
And David Palmer with RBC Capital Markets has our next question.
David Palmer:
Thanks. Good morning, happy holidays. Just to follow-up on that trade promotion line of questioning, if you were to look at the volumes side, it looks like mid single-digit declines in Nielsen takeaway, how much do you think that decline is being caused by that purposeful reduction in promoted business or even SKU rationalization. And then perhaps separately, it looks like the cocoa business is coming off, I would imagine you are seeing weather noise there, any help on that would be great? Thanks.
Tom McGough:
Sure. Once again, this is Tom McGough. Let me just set the context of the overall sales performance. As both John and Sean talked about, our sales performance was largely defined by Banquet and FX. In terms of the balance of the portfolio, we feel really good that we have improved our overall competitive effectiveness. While there is puts and takes across the balance of the portfolio, in aggregate we grew sales and share across the rest of our business and that’s a multi-dimensional. It is increasing investments behind consistent high-performing brands like Marie Callender, Slim Jim and Reddi-wip. They also contribute to a significant mix improvement. We are taking inflation justified pricing. Most of that is rollover pricing from earlier in the year and we continue to work brand by brand to optimize the four piece. Part of that is looking at the trade promotion effectiveness. And another component is the SKU optimization where we have actually seen as we have eliminated SKUs, our velocities increase and the strength of our business is stronger. As you mentioned there are some near-term headwinds, particularly we see a slow start to the winter season. Our focus however, is really focused on what can we control and what we can control is our competitive effectiveness. And for the vast majority of our portfolio, we grew sales and share during the quarter.
Operator:
We will move now to Jonathan Feeney with Athlos Research.
Jonathan Feeney:
Good morning. Thanks for the question. Just a couple of questions. Follow-up on some of the earlier promo efficiency discussion, how much did your largest customers’ clean store initiative itself maybe drive some of this reduction in promo, but then I have one question after that?
Tom McGough:
This is Tom again. Across our customer base, our customers are each refining their strategies and tactics to improve their overall competitiveness. We are fully engaged with each of our customers to better align our initiatives, our strategies, our tactics with their go-to-market. I think that’s the new reality that we are going to face. And in that, what I feel good about is that we are increasing our overall share in the large portion of our portfolio. We seem to have a business that’s driven more by consumer poll than customer push. So, those are just the dynamics that are happening within our business. We are taking a very disciplined approach to our investments and always trying to figure out the best way that our program is aligned with our customer’s interest so that we mutually grow our businesses.
Jonathan Feeney:
So from those comments, Tom, it sounds like a clean store initiative broadly speaking would align kind of things you want to do with your portfolio anyway?
Tom McGough:
I would make within our industry, it’s a relatively modest growth industry, and it is one about improving the operational efficiencies of the business. And those are the activities that we are focused on. We think they are the best interest of our brands, and ultimately, it’s where our customers are going as well.
Sean Connolly:
And just Jonathan, it’s Sean here. One of the things – one of the places we are trying to get to is a place of more consistency for our shareholders so they can understand kind of the demand pull. And when historically we would drive these kind of artificial spikes of volume because of deep discount promotion, then you got to wrap it the following year, gets more costly every year, it’s just not a good way to run the business. It creates too much volatility. It eats away too much margin. That’s the opposite of what we are trying to get to, because obviously you take some time to kind of get off the drug so to speak and change your behavior, but I am really pleased with the progress Tom and his team are making here, because discipline goes a long way on this front.
Operator:
We will hear a question now from Bryan Spillane with Bank of America.
Bryan Spillane:
Hey, good morning everyone. Just two quick ones. First, I guess in terms of the potential for some of the debt refinancing coming up and debt pay down. Is there – John, is there anything we should be thinking about in terms of whether there is going to be any sort of like cash costs or any other additional cost related to like prepayment, any kind of penalties or just cost associated with paying debt down early?
John Gehring:
So, I am not going to go into details of our debt repayment plan, but certainly, depending on how we affect that debt repayment, there could be some premiums we pay to get – to repay some of the debt. We have not finalized all those plans. So, I can’t dimensionalize that for you. But what I can tell you is I am confident that whatever we do there, I think will be a pretty prudent use of the cash proceeds in a way that will benefit our balance sheet and then also balance that with reducing our interest cost over time.
Operator:
And we have a question now from Eric Katzman with Deutsche Bank.
Eric Katzman:
Hi, good morning. Happy holidays again. I have two questions. First, Sean, maybe can you talk a little bit about the kind of landscape for Lamb Weston and like sometimes in the past like the potato crop has kind of hurt results. And we don’t have a lot of visibility into that and just maybe kind of how some of the QSR trends are affecting the outlook? And then on the – maybe you could talk a little bit on the consumer side about just the frozen category as you know has been really challenged since the financial crisis? Are you seeing any kind of flat-lining or maybe even some growth in the mainstream parts of that category? And I will let go.
Sean Connolly:
Let me come back and tell you how I am thinking about frozen, Eric. I am going to turning it over to Tom Werner, so we can give you a little bit of perspective on the crop and on Lamb.
Tom Werner:
Thanks. Hi, Eric. This is Tom Werner. First part of your question, we are at a point of the year where our crops in the storage so to speak and we feel really good about the crop and how it’s going to perform in our factories this year. So, we are not expecting any crop related financial issues for this fiscal year. The second part of your question, the QSRs, how are they doing? I would say when you look at North America and our international QSR customers we are seeing pretty solid year-over-year growth as we indicated. So, we feel really good about the trends that are happening particularly in North America, where we are seeing an uptick in traffic and that’s certainly being reflected in our results.
Sean Connolly:
Yes. And just a few thoughts on frozen, Eric, because this comes up every quarter and I think what’s fascinating to me about frozen is you really need to peel back the onion and look very specifically category by category and then within category to see what’s going on, because you are going to see completely different trend lines in different parts of the business. I think the first big picture point on frozen is the consumer need state for frozen food is absolutely undeniable. If you look at income levels in this country, cash flows in this country and the perishability associated with fresh foods and the fact that people have need states most often during the week and frankly it’s the majority of occasions where they are eating by themselves off major kind of breakfast, lunch and dinner hours. The ability to have frozen food that stays ready when you are on hand is absolutely undeniable. What’s fascinating about when you peel back the onion and look at it is far and away the largest piece of the weakness within the frozen section is stuff that I will describe as diet foods. Brands that have historically had trademarks and positioning that were associated with weight loss. And they wore that weight loss diet positioning on their sleeve. Those are the products that disproportionately have struggled and have struggled for some time. I think companies are refocusing on quality and they are refocusing on what the definition of wellness means and for kind of a whole new generation, including us. So, if you look at our Healthy Choice franchise as an example, it’s kind of a mixed bag. We have got in the last few years a major thrust away from the old what I will call kind of ice cube tray type of frozen dinners that have been around forever and into a much more innovative product that we brand as Café Steamers. So, we have actually migrated away from the historic Healthy Choice positioning, focused more on Café Steamers, more on fresh. And then in this fiscal year so far, we built on that by launching the Café Steamers Simply line, which is all about clean label, low carb, much more contemporary. And these kinds of offerings are not only getting disproportionate customer support in terms of real state, because customers are dying for growth in frozen, but their velocities are significantly better and their margins are better. So, there is going to be a migration that takes place here and we want to participate in that and that’s why we think innovation is going to be central to getting the frozen section operating to its full potential.
Operator:
We will move now to Alexia Howard with Bernstein.
Alexia Howard:
Good morning, everyone and happy holidays.
Sean Connolly:
Hi, Alexia.
Alexia Howard:
Hi. You alluded to inorganic growth and maybe portfolio changes in the Consumer Foods segment, could you maybe talk about your aspirations for acquisitions in there? What kind of properties might you be thinking about, small, large, fast growth, focusing on cost savings? And would you anticipate any further divestments out of your Consumer Foods business? Thank you.
Sean Connolly:
Sure. Let me tackle that, Alexia. What I have said in previous quarters I think remains absolutely true, which is this is in the macro we are reshaping this portfolio and it’s going to happen organically and it will happen inorganically. On the inorganic side, frankly, including the organic side, the places where we have got to bolster up our portfolio is more along the lines of clean label, natural, organic, more along the lines of premium gourmet. That will be both organic and inorganic. You already see stuff like that going on. Organically, you see things like Blake’s coming into the portfolio. So, we will be looking for those things. They tend to be faster growing. They tend to be margin accretive. The key is you got to be disciplined in your pursuit of that. So, we are very clear eyed on the strategy. We will be equally clear eyed on the economics of these deals. And with respect to small, medium or large, I won’t speculate on small, medium or large other than to say we got plenty on our plate right now organically. So, we are going to continue to look inorganically, but it’s not as if that’s a pressing need to do something of significant magnitude there. And as you think about divestitures, it takes me to this tax asset, these capital loss carry-forwards that we have gotten, just to give our investors a sense of how I think about that big picture because it really comes back to your question around how I think about divestitures. We – big picture, we are reshaping this portfolio, we are reshaping it to be more contemporary, higher margin, higher performing and more consistent. And that will happen over time through a series of organic and inorganic actions. And clearly the tax asset is one of those tools that we can leverage in this reshaping process, so there could be divestitures at some point. I won’t speculate on when that could happen, I will just say we will do what makes sense for the long-term value creation potential of the company. But the tax asset is not going to drive the company strategy, what maximizes value long-term will.
Operator:
Our next question comes from Robert Moskow with Credit Suisse.
Robert Moskow:
Hi. Thank you. Hey, Tom and Sean, from our modeling the Consumer Foods division is on track to deliver like one of the most profitable years in my recollection and the margins are going to be higher than we have seen ever, can you just give us a sense of like what is running ahead of schedule in terms of your timeframe, what’s surprising you on the upside. And then secondly, there is more savings coming, I am having a little trouble figuring out whether that’s offsetting like corporate expense dissynergies or whether we can take that to the bottom line on Consumer Foods, and if so if we can’t take it to consumer, Sean would you ever consider giving kind of a margin target for where Consumer Foods could go? Thanks.
Sean Connolly:
Let me hit that margin piece real quick. Rob then we will come back to your other questions. But clearly when we get to our Investor Day for ConAgra Brands, we will give you the full algorithm for how we are thinking about this. We are hard at work at that right now, so we will give you a sense for what we think we can do on an ongoing basis with that company over time. Obviously though, margin expansion is our first priority and I want Tom to weigh in on this in a second, but let me just say having been in this industry a long time, any time I see an infusion of discipline in a portfolio like ours, I feel good about what lies ahead and then certainly the case here because short-term sacrifice for long-term gain is part of the equation. It’s part of the discipline. And that’s what drove the profitability this quarter. It’s kind of like avoiding the pecan pie after your big holiday dinner. It’s awfully hard in the moment, but you will respect yourself a lot more the next day and you will have less weight to lose before spring breaks. So this is making some of these disciplined choices are not easy because it’s tempting to go after the volume. But when you stick to your convictions, you see the kind of margin expansion that we are beginning to show. And frankly, we got more to go because we have got a diverse portfolio and we are going after the low-hanging fruit, but we are getting keep chipping away at this Tom. Tom, you want to elaborate?
Tom McGough:
Sure. Robert, this is Tom McGough. I think what’s materially different is that we have taken a more holistic approach to how we build margins. Certainly, we have had a strong track record of supply chain productivity. What we have added to that is a discipline and the capabilities that Sean have highlighted. It begins with portfolio segmentation where we invest is having a material impact not only on our sales performance, but also our margin performance. You see that on brands like Marie Callender, Reddi-wip, Slim Jim. The second piece is around what Sean highlighted earlier, around pricing, that’s multi-dimensional. It’s being able to be timely and disciplined and effective when there is commodity base inflation. We are a company that in the past had a very strong push mentality to our approach. Our approach on trade promotion is to deliver higher ROI, higher impact promotions. And in the near-term, this would trade-off between the efficiency and effectiveness of that. And then the third is taking a holistic look at a brand like we have – we have talked about many of those, P.F. Chang’s but Banquet. It’s about building margins through product quality upgrades, being able to command the price premium for that, so it’s a more holistic approach. There are new capabilities that we will be adding in terms of integrated margin management. Even more discipline in portfolio segmentation. I think what Sean highlighted is over time, we would expect our margins to grow and that I think is materially different than Consumer Foods over the last 5 years to 7 years.
John Gehring:
Robert, this is John, if I can just clarify a piece of your question too. I think what Tom, and Sean are talking about are capabilities we have been working on and we are getting – we are seeing a really good traction. As I mentioned in my comments, as it relates to our cost savings initiatives both around SG&A and trade, we only expect to see a very modest impact from that this year, so certainly as we go forward we expect a much more significant contribution from that, which I think will enable us both to perhaps put some of that for the bottom line, but also make sure we are investing in the portfolio so that we have a sustainable model, so hopefully that clarifies that.
Operator:
We have a question now from Chris Growe from Stifel.
Chris Growe:
Hi, good morning.
Sean Connolly:
Hi Chris.
John Gehring:
Hi Chris.
Chris Growe:
Hi. I just had two questions for you if I could, I want to be clear on is the portfolio segmentation that you intend for ConAgra Brands for the Consumer Foods portfolio, is that complete and therefore you are executing against the innovation, the promotional spending, against the categories that you are going to focus on going forward, is that of sort of complete already is really my question?
Sean Connolly:
No, it is not complete Chris, with respect to segmentation or innovation. There is some good stuff underway, but frankly we still have a much larger opportunity in front of us. Darren Serrao, as you may know is only three months into his stint and as Chief Growth Officer. And he and Tom are working closely together to evolve our portfolio segmentation approach to the next level from what we have been using in the recent past. So this work will inform what areas we will prioritize going forward and also where we will scale back. And the point here is that we will be very deliberate in how we deploy our resources for maximum return. But on the whole top line side of our equation is earlier days than what we have been doing on costs as an example.
Chris Growe:
And perhaps that instructs my second question which is in terms of like incremental marketing spending and you are – where you are cutting back on promotional spending in areas of the business that you are going to change the kind of the marketing programs, that still is to be decided. So as we have seen increasing marketing this quarter of $80 million, it sounds like it’s going to accelerate in the third quarter, but we are not clear on what brand its going behind or how much that could accelerate at this point, if you given more color on that?
Tom McGough:
Sure. Overall – this is Tom McGough again. We believe in investing in brands, but we have to do it in a very effective – very disciplined way. It starts with the portfolio segmentation and that is the start in terms of where our best opportunities are. And to that, we hold a standard for each brand to be A&P ready. So what we look at is we have concentrated our spending on those brands that have the best category position, have the best fundamentals and strong margin profile. So our resources, what I am trying to communicate are very surgical, very focused and we are seeing very strong end market results. Earlier, there was a talk about the frozen category Marie Callender continues to grow in a challenged category, strong single-digits in growth. That’s indicative of the discipline and approach that we have in terms of A&P. Would you get more brands A&P ready, over time as we get those brands ready, we will increase our investments.
Operator:
We will move now to Tim Ramey with Pivotal Research Group.
Tim Ramey:
Thanks so much. Two questions, you called out some higher incentive expenses, should we assume that you are paying retention bonuses for key people in the move or how should we think about that?
John Gehring:
Yes. Tim, this is John. On the maybe two things, first of all there are retention payments that we are paying to people as we transition the business. Those are typically captured in our restructuring costs, so that would not be captured in my comment on incentives. The incentives increase is really just simply a function of our pay for performance programs. And unfortunately last year, we did not perform particularly well, which was reflected in lower incentives, particularly in the back half of the year. And as we go forward this year, our expectation is that we are going to perform better, which will lead to higher incentives.
Tim Ramey:
Okay. And then just on Banquet, you are reinvesting in the brand proving the product quality, if you could sort of implant the thought in the consumer mind, how would they think about Banquet on a go-forward basis versus kind of this historic, is it cleaner labels, is it fewer unidentifiable chunks, what’s the consumer going to take away if they fully get your marketing message?
John Gehring:
Sure. We think it is incredibly strong brand. It’s in nearly one out of every two households. And the core of that brand is providing the family favored foods at a great value. So our fundamental positioning of the brand has not changed, but what’s improved is our overall execution and optimizing that. So what we are advertising is higher quality ingredients, more protein, higher quantity of food up to 25% more. And with that, we have combined that with the price increase to reflect the value and the benefits that we are delivering to the consumer, so same still great positioning a family favorite food at a great value. But we are investing in terms of the product quality and increasing the price commensurate with that.
Operator:
We have a question now from Todd Duvick with Wells Fargo.
Todd Duvick:
Yes. Thanks for the question. Quickly on the balance sheet, John you made some very helpful comments, specifically with respect to the January maturity, you mentioned that you are planning to refinance it with short-term debt and commercial paper, can you clarify whether that short-term debt, it sounds like it’s going to be bank debt as opposed to trimming out some debt in the debt capital markets, is that right?
John Gehring:
More than likely, that will be the case because our – because of the timing of the close of the private brands we need to refinance that before we get the proceeds. So our objective is to be able to turn around and quickly repay that. So we are looking at short-term options there.
Operator:
We will move now to Akshay Jagdale with Jefferies.
Lubi Kutua:
Good morning. This is actually Lubi filling in for Akshay. Happy holidays to everybody. Just had a quick question. Most of my questions have been answered already, but just regarding the sort of timing of the necessary filing that you have to do for the two standalone businesses, the Lamb Weston and ConAgra Brands. Could you give us any color into when we should expect to see, I think there is a Form 10 or something that needs to be filed? And just sort of the timing of that process if you could give us any color, that would be helpful? Thanks.
Sean Connolly:
Yes, I can’t tell you with great precision, but I would say later in the spring is what we would be targeting. And again, we will be looking at a number of variables there on that timing, not the least of which is where we need to do to get, how much time do we need to get the work done, but also what’s the best timing there relative to when we think we will be going live, etcetera, but I would say late spring is probably a good place to take it.
Operator:
Thank you. Our last question today will be a follow-up from Ken Goldman with JPMorgan.
Ken Goldman:
Thanks for sneaking me in. On Banquet, it’s been sort of the de facto private label entry in the category mainly or in part, because its price was so low. As you raised the price, how do you prevent a private label competitor from coming in taking share, particularly those customers that aren’t traveling with the brand as you say? I guess, I am asking because prices are great when there is no major competitor underneath. Elasticity can be light, but isn’t there a risk that over time if the brand gets stuck in the middle if someone else does come in?
Sean Connolly:
Ken I will attempt to answer that. Tom, if I miss something here, chime in, but you don’t tend to see a huge private label presence in categories where you have a large nearly $1 billion well-established kind of value player like a Banquet. So, Banquet has effectively played that role. And furthermore, frozen entrées in general, you don’t see a large private label presence. So, I am not overly concerned about that piece at all. It will still be a value, but the value proposition has changed. Frankly, when we talk to Banquet loyalists, some of them clearly say, hey, if you give me better quality, if you give me a little larger portion, if you give me more protein, I am happy to pay for it. That looks like value to me as opposed to just being caught on price. By the same token, there are other consumers in there who over time have been positioned and trained to just buy on deep discount, but we don’t value that consumer purchase the same way we value the other consumer purchase and we are getting more discerning around where we are going to – whose volume we are going to chase. That’s part of the concern. But I would say net-net I am not particularly worried about that scenario at all.
Ken Goldman:
Thanks, Sean.
Operator:
There are no further questions. Mr. Klinefelter, I will hand the conference back to you for final remarks or closing comments.
Chris Klinefelter:
Just as a reminder, this conference is being recorded and will be archived on the web as detailed in our news release. And as always, we are available for discussions. Happy holidays and thank you very much for your interest in ConAgra Foods.
Operator:
This concludes today’s ConAgra Foods’ second quarter earnings conference call. Thank you again for attending and have a good day.
Executives:
Sean Connolly – President and CEO John Gehring – EVP and CFO Chris Klinefelter - VP, Investor Relations Tom McGough - President, Consumer Foods
Analysts:
Andrew Lazar - Barclays Capital, Inc. David Driscoll - Citi Research Ken Goldman - JPMorgan Jason English - Goldman Sachs & Co Jonathan Feeney - Athlos Research Bryan Spillane - Bank of America/Merrill Lynch David Palmer - RBC Capital Markets LLC Eric Katzman - Deutsche Bank. Alexia Howard - Sanford C. Bernstein & Co Robert Dickerson - Consumer Edge Research Rob Moskow - Credit Suisse AG Chris Growe - Stifel Diana Chu - Barclays Capital
Operator:
Good morning. And welcome to today’s ConAgra Foods' First Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan, and I'll be your conference facilitator. All audience lines are currently in a listen only mode; however our speakers will address your questions at the end of the presentation during the formal question-and-answer session. At this time, I’d like to introduce your host from ConAgra Foods for today’s program, Sean Connolly, Chief Executive Officer; John Gehring, Chief Financial Officer and Chris Klinefelter, Vice President of Investor Relations. Please go ahead, Mr. Chris Klinefelter
Chris Klinefelter:
Good morning. During today’s remarks, we will make some forward-looking statements, and while we’re making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. So if you'd like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I'll refer you to the documents we filed with the SEC, which includes cautionary language. Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measure for Regulation G compliance can be found in either the earnings press release, the Q&A or on our website. Now I'll turn it over to Sean Connolly.
Sean Connolly :
Thanks, Chris. Good morning, everybody. I am glad to be with you on our second call together. As you know, we've been digging deep since I joined ConAgra Foods earlier in the year and we are aggressively pursuing the right course of action to maximize value creation for our shareholders over time. While we still have plenty of work in front of us, we are clearly on the move and making tangible progress. When I last spoke to you on June 30th, I made the point that our company is all about long-term value creation. You should consider that a permanent part of our mentality that will not change. So as I've said before, we will always be open to any realistic actionable path that will create significant value for our shareholders. At the same time, we have a base plan which is in and of itself a very promising path to value creation. As you heard on June 30th, it is centered on focusing our portfolio, strengthening our fundamentals and becoming much more efficient. We are in the early days of implementing this base plan and it involves bold actions on costs, talent and individual businesses. This is our primary focus right now. So it shouldn't surprise you when we shared news about the bold actions we are taking in this regard. These actions are part of our commitment to running the company well and represent a pragmatic and responsible approach given the current industry environment and our desire to realize the full potential of our business. I mentioned this to be declarative that our focus on stronger operations which are required no matter what the future holds, does not conflict with the mentality of being open to other ways to create value. It is as straight forward as that. Now recall our base plan as four pillars. One, divesting private label; two, expanding margins; three, improving our consumer branded business and Lamb Weston; and four, maintaining our commitment to a balanced approach to capital allocation. This morning I'll offer a few words on each of these pillars. First, we are on track in terms of our divestiture of the private brands business. We had a lot of interest and expect to have more to share on this front later in the fall. Given the planned divesture, we will not be providing detailed results for this segment which has been reclassified as discontinued operations. Second, we are making good progress around our margin improvement efforts through a more aggressive approach to SG&A and improved supply chain and trade productivity. On SG&A, we are well into mobilizing an intensive SG&A reduction effort that is aimed not only at offsetting stranded costs associated with the private brands divesture but moving ConAgra into the top quartile of SG&A efficiency in our space over time. As we discussed last quarter, absolutely everything is on the table here. This will take time as some of this work will require system and capability improvements that are not turnkey. Nevertheless, if we find inefficiency we will get it out as fast as possible. We will have more specifics to share on this later in the fall as well. Hand-in-hand with our focus on efficiency is an intense focus on driving profitable growth by capitalizing on the highest potential brands and categories in the Consumer Foods segment and growing the Lamb Weston business in our Commercial Foods segment. Consistent with this effort, we are delighted that Darren Serrao has jointed as our Chief Growth Officer to guide our efforts in maximizing the value of our brands. Darren and his team are hard at work on improving connectivity and boosting speed to market, ensuring that strong insights lead to relevant and timely products with the right marketing support. As we undertake all of these efforts, we remain committed to maintaining an investment grade credit rating and a balanced capital allocation strategy, including investments in organic and inorganic growth and returning capital to shareholders through our top tier dividend and share repurchases as well as continuing to pay down debt. John will discuss capital allocation for fiscal year 2016 in more detail later on this call. Now turning to the quarterly specifics. As you saw in our releases, we are off to a strong start for fiscal 2016, reporting comparable EPS of $0.45, up from $0.39 in the prior year. We have a good foundation and positive momentum in both Consumer Foods and Commercial Foods. In Consumer Foods, we reported net sales of approximately $1.7 billion, flat compared to the prior year reflecting flat volume, a 2% improvement in price mix and 2% negative impact from foreign exchange. Operating profit was $248 million, up 22% on a comparable basis with margins up more than 250 basis points. Throughout fiscal 2016, we are focused on building on the foundation established during fiscal 2015. Our plan is concentrated on strengthening our brands and providing resources behind the brands and channels that generate the best return. By focusing on the strongest brands and channels, we are getting better price realization and trade efficiencies. The outcome is a better price mix and margin improvement. The strong operating profit we delivered in the first quarter is direct evidence of our progress and reflects the improved price mix and benefit of the more targeted approach to advertising and promotion investment. I want to highlight a few brands that also demonstrate the progress we are already seeing in the segment. We continue to invest and achieve strong operating results on Marie Callender’s, Hunt's, Ro*Tel, Reddi-wip, Slim Jim and PAM, all our category leading brands that are well positioned with consumers and deliver strong margins. We'll continue to invest in brand building, A&P, renovation and innovation and expand into growing customer channels. As discussed in the past, there has been an intense focus on having the four Ps right where as we call it being perfect at retail, executing well on product, packaging, pricing and promotions. Along these lines, Chef Boyardee and Orville Redenbacher’s grew sales in the quarter. In addition, PF Chang's was restaged with improved packaging graphics and a stronger product range last year. And since the restage the brand has posted strong double digit growth. We continue to make progress in transforming the healthy choice franchise as well. Healthy Choice Café Steamers continues to perform well in a challenging segment. And Simply Steamers, our newest Café Steamers product contain nothing artificial while offering 100% natural protein. These new items are performing well and importantly they command a higher retail price. Looking ahead in Q2, Banquet will be restaged with a complete product overhaul. That means increased food quantity and improved food quality along with a much needed modernization of packaging and higher retail pricing. This focus on strengthening brand equities and expanding margin is providing the fuel to invest in those brands that have the fundamentals right, are consumer relevant and have accretive margins what we call being A&P ready. As a result, marketing investments will increase for the balance of the year again in a highly disciplined way. This is a virtuous cycle. Over time stronger brands lead to better pricing power and higher margins. We have a lot more to do but the results over the last six months are a good indication of the opportunity going forward. We anticipate profit growth from the Consumer Foods segment for the full year as we continue to drive efficiencies and prioritize the key brands and sales channels that have the best opportunity for success. I am confident that this focus will be the key that unlocks our branded Consumer Foods segment’s ability to further improve its margin profile over time. Now I'm going to turn to Commercial Foods. Net sales were approximately $1.1 billion, up 3% compared to the prior year quarter. The Commercial Foods segment's operating profit was $139 million, up 13% on a comparable basis. The segment's strong performance reflects higher volumes and net sales across all Commercial Foods' businesses with profits benefiting primarily from Lamb Weston sales growth, favorable mix and operational efficiencies helped by improved raw potato quality. Lamb Weston delivered strong volume growth in North America driven by organic growth with key customers across all channels. While domestic growth outpaced international growth in the quarter, we expect international sales to return to normal levels in the back half of the fiscal year as we continue to recover from the impact of last year's West Coast port labor dispute. We remained focused on accelerating the growth of Lamb Weston internationally. The global QSR industry is aggressively expanding in emerging markets with potatoes remaining a critical part of the menu. At the same time, Lamb Weston's North America business is the market leader in North America with a strong foundation and is positioned to continue to grow. As I noted earlier, we will not be providing results for the private brand segment which has been reclassified as discontinued operations and thus not a segment anymore. At a high level, I'll say that while we've taken the right steps to improve execution and begin restoring this business to better profit, private brand is still feeling the impact of category softness and higher input cost that we anticipated this quarter. The underlying comparable profit performance while still lower, year-over-year in Q1 should improve sequentially throughout fiscal 2016. At this point, I'll turn it over to John, but before I do, I want to reiterate that we are still in the early days but we are making excellent progress. There is a great deal of change underway at ConAgra Foods and our team is excited and we are energized. We are operating with urgency and we've embraced the mindset of taking whatever bold action is required to unlock shareholder value. While some of these initiatives we discussed would be completed in fiscal year 2016, others will be a multiyear effort. And we look forward to keeping you up-to-date as we continue to deliver on our plans. With that John over to you.
John Gehring:
Thank you, Sean. And good morning, everyone. In my comments this morning, I'll recap our fiscal first quarter performance including comparability matters, and then address cash flow, capital and balance sheet items. I'll also provide some brief comments regarding certain components of our fiscal 2016 outlook. Before I comment on performance, I want to address a few key points related to the divesture of our private label operations. First, during the quarter we met the necessary accounting requirements to reclassify the operations we are divesting as assets held for sale. At the time we met these requirements, we were required to further assess the carrying value of the assets on a held per sale basis. As a result, we recorded an additional impairment of approximately $1.95 billion. The impairment does not reflect any offsetting benefit from the tax loss we expect to generate from the sale of our private label operation. At this time, we have not met the necessary accounting requirement to recognize the tax benefit related to the capital loss. However, we remain confident that the company will be able to realize significant tax benefits in the future from utilizing this capital loss carry forward. In addition in accordance with GAAP, the company has no longer recording depreciation or amortization expense on the assets held for sale. Discontinued operations for the fiscal first quarter reflect about one penny of EPS benefit from the absence of depreciation and amortization. The benefit in subsequent quarters will be more significant. Next while the business is being divested are substantially the same as those previously reported in our private brand segment. There are businesses that were previously part of our private brand segment that will be retained as part of our Consumer Foods segment. The results of operations for these businesses including any impairment charges in prior periods related to the associated assets are reflected in the Consumer Foods segment for all periods presented. There are also businesses that were previously reported in our Consumer Foods and Commercial Foods segment which will be included in the divesture. And have therefore been classified as discontinued operation. As such the results for these businesses are now reflected in discontinued operations for all periods presented along with the other private label operations being divested. Overall the net impact of these changes is fairly small relative to the size of our Consumer and Commercial Foods segments. Now I'll recap our performance for our fiscal first quarter. Overall, diluted EPS from continuing operations as reported was $0.38. After adjusting for items impacting comparability, diluted comparable EPS including the contribution from discontinued operations of about $0.04 was $0.45 this quarter versus our prior year quarter's comparable earnings base of $0.39. As Sean noted, both our Consumer Foods and Commercial Foods segments performed very well. In our Consumer Foods segment, net sales were approximately $1.7 billion for the quarter, about flat for the year ago period, reflecting flat volume of 2% improvement in price mix and a 2% negative impact from foreign exchange. Segment operating profit adjusted for items impacting comparability was $248 million, or up about 22% from the year ago period. And operating margin on a comparable basis expanded over 250 basis points versus the year ago quarter. Foreign exchange this quarter had a negative impact of $28 million on net sales and about $11 million on operating profit for the second. Our Consumer Foods supply chain cost reduction programs continue to yield good results. This quarter cost savings were approximately $40 million and inflation had a negligible impact on results this quarter. On marketing, Consumer Foods advertising and promotion expense for the quarter was $77 million, up about 7% from the prior year quarter, reflecting our efforts to continue to strengthen and support our brands. In our Commercial Food segment, net sales were approximately $1.1 billion or up about 4% from the year ago quarter. Commercial Foods segment's operating profit was $139 million, or 13% above the year ago quarter's operating profit adjusted for items impacting comparability. Discontinued operations posted a loss of $3.23 per diluted share this quarter reflecting the impairment charge related to the pending divesture. After adjusting for this charge and expenses related to restructuring, the private label operations earned $0.04 per diluted share this quarter. Expected earnings from the private label operations were included in our earlier guidance. Moving on the corporate expenses. For the quarter, corporate expenses were approximately $85 million. Adjusting for items impacting comparability, corporate expenses were $72 million versus $58 million in the year ago quarter. The increase versus last year's first quarter reflects higher incentives and office lease cost. Equity method investment earnings were $37 million for the quarter and $26 million in the year ago period. The year-over-year increase mostly reflects the inclusion of a full quarter's profit for the Ardent Mills joint venture. The prior year quarter only included two months of earnings from this joint venture. Our comparability this quarter included two items. First, the expense related to the impairment of goodwill and other assets in the private label operations. This is included within the results of discontinued operations. And second, about $0.03 per diluted share of net expense from restructuring charges, $0.02 of which is in continuing operations and one penny of which is in discontinued operations. On cash flow, capital and balance sheet items. We ended the quarter with $114 million of cash on hand and $1 million of outstanding commercial paper borrowings. Total operating cash flows for the fiscal first quarter were approximately $67 million versus $234 million in the year ago quarter. The decrease is driven principally by timing matters related to payroll, incentives and tax payments as well as higher working capital driven in large part by higher receivables related to the increase in sales. On capital expenditures for the quarter, we had capital expenditures of $108 million versus $90 in the prior year quarter. Net interest expense was $80 million in the fiscal first quarter versus $83 million in the year ago quarter. And dividends this fiscal quarter was $107 million versus $105 million in the year ago quarter. On capital allocation, for fiscal 2016, we remain committed to an investment grade credit rating and a capital allocation strategy appropriately balanced between further debt reduction, a top tier dividend, share repurchases and additional growth investment. The company will assess opportunities to increase the dividend after it is further along with the development of its strategic plan. We did not repay any long-term debt or repurchased any shares this quarter. We have approximately $132 million remaining on our existing share repurchase authorization. And subsequent to yearend we did replay $250 million of long-term debt principally through commercial paper borrowing. Now I'd like to provide a few comments on the balance of fiscal 2016. As we noted in the release, we will offer more details on fiscal 2016 EPS expectations after we are further along with the profits of divesting the private label operations and have finalized our SG&A reduction target. We expect the Consumer Foods segment to post modest comparable operating profit growth for the full fiscal year despite higher marketing investment, one less week in the year and headwinds from FX, higher incentives and stranded costs. We also expect the Commercial Foods segment to post modest operating profit growth despite having one less week in the year and higher incentive costs. With regard to the second quarter of fiscal 2016, we expect EPS adjusted for items impacting comparability to be approximately in line with the year ago quarter. Despite strong fundamentals and expectations for continued margin expansion, comparable operating profit for the Consumer Foods segment in the fiscal second quarter is expected to be negatively impacted by foreign exchange, higher incentive and expected stranded cost related to the divesture of the private label operation. Also marketing costs are planned to be higher as we continue to increase our support of key brands to drive growth. The Commercial Foods segment is expected to post an increase in profits year-over-year in the fiscal second quarter. The second quarter guidance includes contribution from the private label operations which are now in discontinued operations. And as previously mentioned will reflect a benefit from the absence of depreciation and amortization expense. In closing, while we are working through a great deal change, we are very pleased with our start to the year and the progress we've made in improving our business fundamentals. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Sean and I along with Tom McGough and Tom Werner will be happy to take your questions. I will now turn it over to the operator to begin the Q&A portion of our session. Operator?
Operator:
[Operator Instructions] And it looks like our first question today will come from Andrew Lazar with Barclays Capital.
Andrew Lazar:
Good morning, everybody. Just two questions from me if I could. First, with respect to private brands. The new impairment charge that you talked about this morning, I guess implies that the carrying value of that business is potentially below the $3 billion level that at least had been reported in several media stories recently. And obviously, you don't control the media side of it more investor expectations. But I guess is there a reason that investors should think that the carrying value as it currently shows is not consistent with the potential sale price for any reason that we may be missing?
John Gehring :
Yes, Andrew. This is John. Let me comment on that. In order to prepare financial statements we have to make accounting estimates, we have in preparation of the financials we've made -- we had to make an accounting estimate that I think is conservative. The process is very fluid right now. I would tell you that process is on track from a timing standpoint. There is a lot of interest in the business but while we have made a conservative accounting estimate, I don't think we are going to speculate any further on where we think the ultimate outcome of the transactions will be.
Andrew Lazar:
Got it. Okay, that's helpful. And then we obviously recognize that you have indicated the sales proceeding is planned and what not. And I think you said there's a lot of interest. Does there are need to be -- I guess how do you think about the required structure of a potential sale in order for the sale to create value at a given price? In other words, does there need to be an equity component to share in the upside from someone else improving the margin structure of the asset that I think we'd all agree appears to be under earning? Or I guess how broadly have you been you thinking about potentially different structures?
Sean Connolly:
Andrew, I think I said on the last quarterly call that we would look at -- we would be open to every and all structure, at the end of the day what we are most concerned about is what holistic view leads us to a decision of maximizing value for our shareholders. So we are not locked into one particular outcome or the other, we will pursue the pathway that is maximum value.
Andrew Lazar:
Okay. And one last thing if I could. Sean, I know that back in -- I think it was maybe fiscal 2013, ConAgra made a real concerted effort to raise sort of reinvestment in marketing levels and such. And I don't think saw much of an incremental return on that stepped up spending. And obviously you are going to do things in a different ways, you were talking about earlier but have you examined that time period at all? And maybe you could provide some perspective on why you think the spending that you will do going forward can work differently than maybe it had previously? Thanks.
Sean Connolly:
Yes, Andrew, let me hand this off to Tom McGough because Tom has been leading this business for a bit now. And he is quite a student of the days back in 2013, I think Tom is doing excellent job segmenting this portfolio. Tom, why don't you add a little color here?
Tom McGough:
Sure, Andrew. This is Tom McGough. Just let me begin by saying that we really like our portfolio and believe that there is a lot that we can do with this. And ultimately we believe investing in brands, strengthening those brands to earn higher price over time. As we look back at our investment in brands, we believe that investment is best done in three ways. One, we segment our businesses with a sharp eye to those that when we invest, do we get a return. Second, we only invest as Sean alluded to when brands are A&P ready. That's meaning having the right fundamentals, a consumer relevant proposition, marketing that has impact and accretive margins. As you can see we made very good progress on increasing our margins and we are beginning to reinvest. As you look across the portfolio, there are businesses like Marie Callender’s, Reddi-wip, Hunt's that have those fundamentals right, we are increasing our investment primarily on those businesses. And over time particularly in this fiscal year, we will have a meaningful increase in our A&P spending based on those principles and concentrating the resources on those brands.
Operator:
And we will take our next question from David Driscoll with Citi Research.
David Driscoll:
Great, thank you, good morning. Wanted to ask a little bit about the volumes in the quarter for consumer. Flat volumes was a pretty good result, our Nielsen data was indicating though something worse like around negative 4% or negative 5%. Can you just talk about kind of the differences here and how you expect volumes in consumer to move forward?
Tom McGough:
Sure, David. This is Tom McGough again. As you look at our overall performance, the scanner result is one component of our volume. As you said, we had flat volume and net sales that was up 2% when you adjust for FX as we executed pricing. As you look at our in market performance, I would segment it into three buckets. The first is we continue to drive very strong growth particularly in brands that we've invested in, Marie Callender’s, Hunt's, Slim Jim, Reddi-wip and PAM. We've also focused a lot on winning where consumers are increasingly shopping. Those are in non-measured channels like Club, Dollar, C store. And we are outperforming in those channels. The second area that we focused on is stabilizing businesses that have been challenged in the past. We are seeing very good performance as we strengthen the fundamental on those businesses. Brands like Chef Boyardee and Orville grew in the quarter. We made a big investment in brand like PF Chang's last year. It is growing solidly, and we will be launching a similar type of initiative on Banquet going forward. And when you look at where we’ve had volume weakness, we've made strategic decision not to chase non-investment grade volume. And what that means is that we are driving trade efficiencies to eliminate negative ROI, merchandizing programs, we’re proactively pruning our line of low performing, lower margin items. We believe we are making the right trade-off to enhance our margins albeit in the near term lower volume on some of these brands. We are at the very early stages of building these new capabilities, but I think when you look at our results holistically margin growth, brand investment, pricing, we are making very good progress and that demonstrates potential that we have in our portfolio.
David Driscoll:
So are you trying to tell me that you expect that volume growth improves in the Nielsen data because of all these factors? And that this flat volume numbers that you report on shipments is maybe a leading indicator? Is that fair?
Tom McGough:
I think what you are going to see over time is a business that continues to strengthen. Overall, we are in a very challenged environment and our performance should be roughly in line with overall category trends. But we are investing in our businesses and we would expect our volume performance to strengthen over time.
David Driscoll:
Just one data item. What's the D&A on private brands that will be eliminated for the full year? Can you just quantify that figure for us?
John Gehring :
Yes. I believe that's about $175 million in that range.
Operator:
Thank you. We will move now to Ken Goldman with JPMorgan.
Ken Goldman:
Hi. Two questions if I can. You said the sale of private brands would result in a significant tax loss carry forward that make sense. I am just curious can you use these, and accounting is not my strength so if this is obvious just feel free to laugh, but can you use these potential tax losses against your ongoing business? Or must they be used against a gain on sale elsewhere? And if it is latter, how long do you have to utilize that loss before it turns into a pumpkin?
John Gehring :
Yes. It is a capital loss carry forward, so we'll use it to shield gains on proceeds from future transactions. And I believe the loss carry forward period is five years. And we certainly have a lot of confidence that we have our time horizon to use it.
Ken Goldman:
Yes, thank you for that. And then Sean you said in your prepared remarks that the focus on stronger operations “does not conflict with the mentality of being open to other ways to create value.” Can you just talk a little bit about why you included that statement? And the reason I am asking is the first question I get on ConAgra is almost always, do you think Sean is at least open to hearing about all options. And you said nothing new here. Your comment today is nothing incremental but it reiterated what you said in the past. I am just curious why you felt it was important to sort of emphasize the point if you will.
Sean Connolly:
Well, number one, I think it is appropriate to be very consistent on this matter. And number two, there are obviously different views out there in terms of what is the right path forward for ConAgra. We are absolutely well aware of those views. We understand it. We understand the different perspectives in the merits of different points of view. At the end of the day though we've got a business to run, we've got business to improve. That's our responsibility. We are going to do that. But at the same time we want to make sure everybody knows that we are squarely focused on maximizing value. And that means we are not rigid about value creation. We are holistic, we are flexible but we are also pragmatic and we deal with what's real. And what's real today is we are focused on a base plan that we think has a tremendous amount of potential for our shareholders.
Operator:
We will take a question now from Jason English with Goldman Sachs.
Jason English:
Hi, good morning, folks. I want to pick up I guess on the last question. The comment about future divestment to tap into the tax loss carries forward. As you think about what state those maybe, are you thinking more prodding around the edges? Or could we be potentially considering larger chunks of portfolio moving out?
Sean Connolly:
Well, Jason, I'll take that. We are not going to speculate on hypothetical deals. Because there is nothing to report here. Obviously, we on an ongoing basis always look at different ways to maximize value for our shareholders and we will continue to do that. If we have something to report we'll certainly do that but I think the key message is if there is something that makes sense for our shareholders, we are absolutely going to consider it. And our shareholders should expect us to be proactively conducting that analysis on an ongoing basis.
Jason English:
Got it. Let me then refocus on the core Consumer Foods side. We've heard reference to a number of initiatives to improve the performance on go forward. One of them being straight spend efficiencies, I think that's interesting not only to suggest there could be substantial opportunity at ConAgra, but it is as we think about the path forward, that same analysis would suggest you may have to sacrifice a fair amount of volume and we're big proponents of value over volume, I think you are too -- my question is are you willing to sacrifice some volume and market share in efforts to get that tradesman in the right level to maximize the bottom line. And then what sort of obstacles do you think you may have to over come to achieve it.
Sean Connolly:
Jason, Tom McGough just used a phrase non-investment grade volume a little bit ago and I have been using that phrase for a long time. There not all volume in the food industry is created equal. And certainly the industry and ConAgra particular has been over committed to things like 10 for 10's and deep discount our base volume and its past. We've got an opportunity in front of us to meaningfully expand our margins and there are going to be a variety of things that go into that. Part of that is going to be being very clear eyed around maybe pieces of the business that we just haven't gotten to improving over the years. What works are plan on that, volume that is not investment grade, do we really needed in the base, so we are going to be very practical about this because big picture, we are squarely focused on margin improvement in our consumer segment as our first priority. And clearly we are developing new capabilities around pricing, trade, mix management that we lacked in the past. Our productivity work is also mission critical as is our SG&A effort. But at the end of the day we need strong brands and better innovation. And the reason for that is so we can improve volumes over time, reduce elasticity of demand and ultimately grow our market shares. And all together that is proven combination for value creation. And that means we've got to prune some non-investment grade volume in early days than we will do that and are just part of running a business well.
Operator:
Thank you. We will move next to Jonathan Feeney with Athlos Research.
Jonathan Feeney:
Good morning, guys. Thanks very much. Couple of things. First I just want to -- I know we've kind of beating this horse dead but it is an important details John you talked about and I just wanted to ask because I am not that familiar with accounting as it relates to impairment either. But as you do test to impair long lived assets -- sorry asset held for sale, whether long lived or otherwise. Does feedback from the process as you the conversation that you had, anything other than just net pricing value and cash flow estimate and accountant would use it if there were no sale conversations going on included in that impairment? Is that part of what the guideline of how you do that? Do you think about what you might be able to sell it for based on conversations you had?
John Gehring :
Yes. In fact Jonathan when you move into discontinued operations and assets held for sale, the requirements do change and so it has some impact on how you have to measure certain assets but clearly trying to make an estimate of proceeds as I refer to earlier is a big input into how you ultimately arrive at that value than to go ahead and measure impairment. It is a different methodology.
Jonathan Feeney:
I got you. Thank you very much. And Sean just could you give us more detail -- you talked about for the fiscal second quarter increased investment and marketing and what's presumably core consumer business. You also mentioned you are getting -- you certain brands are ready for consumer -- more consumers marketing. So I guess could you -- at a time when it seems a lot of other companies are talking about generally speaking reducing advertising spending, and you are talking about changing digital mix, changing lowering their cost, what are your priorities for marketing investment both in terms of the kind of spending you are going to be do digital versus traditional as well as the brands you think that are ready to support this second quarter as you guided this spending versus things in the future. Thanks.
Sean Connolly:
Sure. I think first of all it is not confused ConAgra's historical A&P spending with many of our peer companies. We've been nowhere near the level they have been were, a lot of those companies have been probably out over their skies and over investing and pull back. Historically, we've actually been the opposite case. We've under invested but I will say the Tom McGough's credit, Tom and his team were very clear eyed last year about identifying A&P spent that was probably poorly allocated, should not never have seen the light of day and they pulled it back, that established a fairly low base for us in the year ago period. And obviously that's not a position you want to be in on a perpetual basis because you lose brand health, you lose the ability to take price and ultimately you lose margins. So our plan all along has been to surgically begin to invest back to strengthen our brands, so we can build in more pricing power, build that brand equity and ultimately drive the right kind of mix and margin accretive innovation. That is our plan. And Q2 is a meaningful quarter for us in terms of kind of getting back on the horse. So we do have a series of new initiatives that are important to our franchises like Banquet and others that I mentioned before that will experience launch costs for a lack of better phrase in quarter two. These are absolutely the right investments to be making in the name of brand strength, higher price realization and stronger margins. And we will only pursue those kinds of investments when we've got a brand that we conclude is A&P ready with all the right conditions around it. So that part of our plan and it is all part of this rather multifaceted approach to margin expansion.
Operator:
Thank you. We will take a question now from Bryan Spillane with Bank of America/Merrill Lynch.
Bryan Spillane:
Hey, good morning. I've got a follow up question just on the capital loss. I think if I just -- if you just take what you are carrying on the balance sheet today as value for the private brands businesses and you add back all of the write-downs you get to a capital loss I think of about $4 billion or so which would imply a tax asset I guess that would be north of $1 billion. So is that directionally kind of the right sort of way to think about it and I guess if that asset, the tax asset ends up being that large, can it be used all it once or would it have to be used -- can you only apply certain amount of it per transaction or per event.
John Gehring :
Yes. So this is John. I think directionally your math-- your math logic is right. I am not also a tax expert but I don't -- I am not aware of any limitations on how much you can use at a time. I think it depends on a size of the transaction and the various tax bases et cetera. So no limitation I am aware of.
Bryan Spillane:
I guess then it would give you a lot more flexibility, if you were to start thinking about other parts of our portfolio in terms of how you by structure transactions just because you don't have to think as much the effect of capital gain doesn't factor into the equation as much. Is that fair?
John Gehring :
Correct.
Operator:
And we will move again to David Palmer.
David Palmer:
Thank you. Can you hear me now? Thank you. You mentioned before that you are rationalizing promotion spend and perhaps doing so with better analytics. Are there examples in the past or mistakes that were made in terms of how ConAgra promoted in the past and you had learned for and perhaps corrected types of promotions perhaps. And then you also mentioned that you are investing in your businesses and brands. Could you give some examples of where you think the returns are going to be, what type of investments will be made that we will see play out this fiscal year? Thanks.
Sean Connolly:
David, let me - -this is Sean. Let me take the first part on trade and I'll turn it over Tom on the other piece of it. If you look at just marketing spend in total, companies tend to toggle one way or another. They are either overly tilted towards trade or they are tilted on kind of below the line marketing spends. We historically have been in the former. We are a company that has been heavy -- heavily relying on trade historically, trade in our industry I think all of you know is highly inefficient, it is got better over the years its systems and analytic tools have become better but this ultimately comes down a cultural shift. If you are a company that is culturally built around moving boxes and reliant on trade as a catalyst for moving maximum volume, that seeps its way to your culture and it requires significant cultural change to change that muscle memory for a different approach. We are clearly committed to a different approach. We want to build brand strength, we want to compete on dimensions other than price, we want to get our margins up, we want our brand health up, but we are going to pursue all that in a surgical way. So there is no one aspect of trade that is worth pointing out. It is a habitual thing when you get overly reliant on trade and deep discount promotions and it is highly inefficient way to run the railroad. So we will migrate to a more progressive approach here over time as we build that capability. It is one of our top priorities. We are making meaningful progress here in terms of the approach we take, the talent we got managing it et cetera. It is a big part of our margin expansion plan, our brand health plan. Tom, you want to cover the other piece?
Tom McGough:
Sure. Specifically when you look at our marketing investments, I have bucketed in a couple areas. First is we are going to now invest where we are feeling really well. Marie Callender’s is a business in our largest category frozen single serve meals that is consistently growing and we are going to increase our investment to continue to drive that business. Second on tomatoes. That is a platform that we have a strong point of difference and how we process our tomatoes. That's very consumer relevant. We've advertise that consistently. We are amplifying our efforts in that area to drive home that message. The third would be on brands like Reddi-wip that having another clear point of difference of brand that is made with real cream, 15 calories. Over last year we actually have captured the number one spot in the combined refrigerated and frozen with topping area. This is the business that continues to grow in a double digit rate. And we are going to amplify our spending on brands like that. At the same time we made progress on the getting the fundamentals right on many businesses. Healthy Choice Simply Steamers is a product with as Sean said nothing artificial, 100% natural protein, it is really resonating with consumers and we are going to invest to drive awareness on that. That's flavor or the type of investments that we are going to make. We are going to be very disciplined in investing in those brands that are A&P ready and have margins that can support that investment over time.
Operator:
We will move next to Deutsche Bank, Eric Katzman.
Eric Katzman:
Hi, good morning, everybody. I guess let me kind of focus a little bit on the Consumer Foods, I guess maybe long-term margin, Sean, I mean you have been in the industry for long time, you've observed ConAgra from a far --there have been a number of CEOs who come in that I at latest I have heard who kind of said the same thing, the culture needs to change, then 10- for-10's on Banquet et cetera, et cetera, lot of cost reduction efforts that for whatever reason didn't end up helping your margins on consumer. I think Consumer Foods margin have basically been mid-teens kind of forever and so I guess is it that you see parts of the portfolio and the relative market share position as enough to -- I don't know to throw out a number and get it to high-teens margins while divesting some of the stuff that makes it just too complex or maybe you just go into a little more details as to why we should believe those EBIT margins have the potential to increase?
Sean Connolly:
Sure. Happy to tackle that, Eric. First of all, with respect to kind of my view and how it is different from others who have come here before. I am not going to comment on the past but what I will say and I mentioned last quarter is this which is when I was thinking about joining this company, one of the things that was really important to me was having confidence that I was going to be backed by a Board of Directors that were willing to embrace both change. And for those who on the call that know me, know that I am not afraid to get after bold change in order to get after opportunity. And clearly my Board, I wouldn't be here if the Board wasn't really looking for change and they have given me the latitude to do that. So when we say every thing on the table, it is on the table and we will pursue bold change. And with respect to our consumer portfolio, I think some of the stuff that Tom has got going all right now is indicative of what this portfolio is capable of. Now it requires because a number of brands and portfolio rigorous segmentation around where do you want to place your bets. But there are businesses that have historically not done much. Where there is built in latent opportunity that need unlock. If you look at the Hunt's tomato example that Tom points out, Hunt's tomato for a long time didn't lot of attention, didn't get lot of luck. The team acknowledged that Hunt's is the one tomato in the industry that is not peeled chemically. It is peeled naturally with steam and in today's environment where consumers are looking for real authentic food that is meaningful point of difference and it was sitting there for the taking all along and the team recognize the insight, they activated against the insight and they are driving significant margin expansion and growth. Similarly if you look at the business like Reddi-wip, for years Reddi-wip was number two fiddle to other larger competitors and with topping space that just happens to be artificial. While in today's day and age when you are looking at consumers that want authentic products, a real cream product is right in the wheelhouse and what the consumers are looking for. So the team recognize that opportunity, they activated against it, they got top line growth, they got margin expansion, we've got these kinds of opportunities in many different places across the portfolio. Sometimes it is a matter of recognizing the insight, sometimes there is some innovation that's needed, and there is some packaging by improvements that's needed to bring us in the modern era. But having worked on a lot of large cap food companies in my career, our portfolio quite frankly is not a whole lot different in terms of strength and potential than other portfolios. For some reason we've acted historically like it is. And I reject that notion. I think that there are spots in this portfolio where we can take the actions necessary to create value to drive margin structure. And of course the cost side of it, it is a big part of our playbook as well and as you can tell we are after that quite aggressively.
Operator:
Alexia Howard with Sanford Bernstein has our next our question.
Alexia Howard:
Good morning, everyone. Hi, there. Can I and -- maybe just a quick follow up on the margins and -- particularly the SG&A efficiency point that you made at the beginning of the prepared remarks. You talked about wanting to get to the top quartile and into some SG&A efficiency. Can you quantify how much that would come down by based on your benchmarking that you have done and how quickly that might be achieved? Thank you.
Sean Connolly:
Alexia, we will do a pretty thorough deep dived for our investors on all our efficiency programs at later date not just SG&A but trade, COGS all of that. But what I can say is that let's look at our starting point. If you first of all when you are dealing with SG&A, it is important to strip out A&P piece. So you are kind of looking underlying infrastructure based SG&A. We closed last year at about 10%. And while that is significantly below many of our peers in the industry which reflects the work that a company has already done to get cost out, it is not as low as Kraft Heinz as an example which is everybody's new benchmark, at least the pro forma they have signed up for. So we reject a notion that we are good enough. We know we got to do better. We know we've got to look at every single level we can to get there. And as a result, we've been intensively working on four pillars to make progress on SG&A. We'll have more to talk about here at later date in terms of what it adds up to. But it comes down to zero basing every single thing in our budget has been now been zero based. Spans and layers are outsourcing where it make sense to outsource and somebody else can accomplish some of the back office stuff that we do more efficiently and then procurement. Those are four areas that we are after every single day with a professional program management approach and we are making tremendous progress, we look forward to sharing bit more of deep dive on that at a later point.
Operator:
We will move now to Rob Dickerson with Consumer Edge Research.
Rob Dickerson:
Thank you, good morning. Sean, just a couple of quick questions strategically. So there's a lot of the call that discussed around private label, the deferred tax asset, the new strategy on building the brands, therefore, you've improved brand strength and margin improvement, et cetera. It leads to this overall profitability pick up when you couple it with cost savings, and then you can spend back on a more focused basis such that you drive growth. And a lot of that strategy, quite frankly, is very similar to what it sounds like what you did at Hillshire, and it worked very well. But from your perspective, when you think about where you are now relative to the strategy you did at Hillshire. Is it necessary, really a part of the strategy now, it's necessary to divest a number of the under performing brands just because of the increased complexity of the portfolio such that the improved margin spend back et cetera strategy is much harder to tackle? Because of the diversity of the portfolio relative to what you had at a company like Hillshire? Thanks.
Sean Connolly:
I think the way I'll answer that is I think it is always important to look at your portfolio segmentation and prioritize focus. And I think our decision on the private brands business shows that we do believe there is benefit to having a more focused portfolio. Then within the remaining business, we kind of look at -- as we look at segmentation very generically, there are businesses that you will invest to grow; there are businesses that play more of a role of profit contributors and good cash flow. And you got to be clear eyed around the businesses that are the chronically key bucket. And unless you got a plan for dealing with them, maybe somebody else values and more than you do I think that something that good portfolio managers do. Those tend to be smaller businesses but you got to look at it. So part of really running a business for strong margin expansion has been real clear eyed on some of those businesses that are either never getting attention or they're chronic headaches and you either have an answer for him or you got to do something else with them. That will just be part of our playbook as we run the business going forward.
Operator:
We will take a question now from Rob Moskow with Credit Suisse.
Rob Moskow:
Thanks, Sean and Tom. And I was wondering if you could give us a little insight into how you're structured within Consumer Foods right now? Tom, who reports into you from an operating perspective? There was a time, a glimpse in time, where there was a grocery division, frozen, snacks and store brands, and then enablers. And then it was rolled back up. And I don't think I have a good sense of how you're structured within Consumer. And maybe that could help us understand a little bit about, within these divisions, we can start to figure out what are the priority brands within the divisions, and how they are going to be allocated resources.
Tom McGough:
Sure, Robert. We have consolidated our leadership into two business groups. The frozen group and the grocery group which is essentially our grocery shelf stable and snacks refrigerator portfolio. And that is structured; we run the portfolio as Sean has said with an eye to segmentation. So one level below that is segmentation about businesses that we are going to invest to grow and those businesses that are going to drive margin and profit.
Operator:
And we will move now to Stifel and Chris Growe.
Chris Growe:
Hello, good morning. I just had a quick question for you. I wanted to make sure I have the right basis for the private brands business that will be sold. I think you talked about a mid $300 million EBITDA level. Is that still a good estimate for EBITDA for the business you're selling? And maybe along those lines, what the sales would be? And can you speak to the recent trends volumes anything on that business?
Sean Connolly:
I think Chris possibly specifically that the number you are referencing for the mid $300 million, the number we offer in the fourth quarter for fiscal 2015. John, did you have some other color you want to add.
John Gehring :
No. I think that's the range we talked about and I think the trends I think Sean has talked about those trends our first quarter performance was as planned below where we were year ago but consistent with what we had planned and where we are in recovery process.
Operator:
Thank you. And our final question today will come from Pria Gupta with Barclays.
Diana Chu:
Thank you for taking the question. This is Diana Chu on for Pria. I was wondering, I guess the rating agencies are all looking for at least $3 billion of debt pay down with proceeds from private brands. If this asset were to fall short, how quickly could you move on additional asset sales? Thanks you.
Sean Connolly:
Pria, I am sorry, somebody is filling in for Pria, and we are not going to comment on hypothetical in terms of other follow on deals. We don't have anything to report in that regard. Obviously, we continue to look at other ways to create value but there is really nothing to report at all in that regard beyond private brands.
John Gehring :
The only thing I'll add is we said along that we are focused on investment grade balance sheet and credit rating and debt repayment is going to continue to be a priority in our capital allocation.
Operator:
And there are no further questions. Mr. Klinefelter, I'll hand the conference back to you.
Chris Klinefelter:
Thank you. Well, just as a reminder this conference is being recorded. It will be archived on the web as detailed in our news release. And as always we are available for discussions. Thank you very much for your interest in ConAgra Foods.
Operator:
This concludes today's ConAgra Foods first quarter earnings call. Thank you again for attending and have a good day.
Operator:
Good morning, and welcome to today's ConAgra Foods Fourth Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan, and I'll be your conference facilitator. [Operator Instructions] At this time, I'd like to introduce your host from ConAgra Foods for today's program
Chris Klinefelter:
Good morning, and welcome to our fourth quarter call. During today's remarks, we'll make some forward-looking statements. And while we're making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. So if you'd like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I'll refer you to the documents we file with the SEC, which include cautionary language.
Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found in either the earnings press release, our Q&A or on our website. Now I'll turn it over to John.
John Gehring:
Thank you, Chris, and good morning, everyone. In my comments this morning, I will recap our fiscal fourth quarter performance, including comparability matters and address cash flow, capital and balance sheet items. I will also provide some brief comments regarding fiscal 2016.
Let's start with our performance. Overall, the fiscal fourth quarter and full year results were in line with our revised expectations. For the full fiscal year, we reported a fully diluted loss per share from continuing operations of $1.46 versus earnings of $0.37 last year. Adjusting for items impacting comparability, fully diluted earnings per share were $2.18 versus our prior year comparable earnings base of $2.17. Turning to our fourth quarter results, we reported net sales of $4.1 billion, about 4% above the year-ago quarter, reflecting the benefit from the extra week. The extra week overall contributed approximately 7% to the fiscal fourth quarter net sales and volume for each operating segment. We reported diluted earnings per share from continuing operations of $0.47 versus a loss of $0.95 in the year-ago period. The sharp increase in reported EPS from the year-ago period was driven by significant noncash impairment charges recorded in the year-ago quarter. Adjusting for items impacting comparability, fully diluted earnings per share were $0.59, about 7% above comparable year-ago amounts. The EPS growth was largely driven by the approximate $0.04 per share contribution from the extra week, which benefited each of the segments. Now I'll share a few comments on our segment performance, starting with our Consumer Foods segment, where net sales were approximately $1.9 billion for the quarter, up about 4% from the year-ago period, reflecting a 5% volume increase, a 1% improvement in price/mix, a 1% negative impact from foreign exchange and some rounding. The extra week favorably impacted sales and volume by approximately 7% for the quarter. Our Consumer Foods segment operating profit, adjusted for items impacting comparability, was $319 million or up about 20% from the year-ago period, reflecting overall good execution on key initiatives to strengthen the business and position it for fiscal 2016. The increase in operating profit reflects the higher sales and gross margin expansion, partially offset by higher marketing and SG&A costs. Gross margin expanded over 200 basis points versus the year-ago quarter, and the increase was driven by pricing, mix improvement and cost savings. Foreign exchange had a negative impact of $24 million on net sales and about $14 million on operating profit for the segment this fiscal quarter. Our Consumer Foods supply chain cost-reduction programs continue to yield good results. This quarter, cost savings were approximately $75 million and largely offset inflation of about 3%. Inflation was driven by cost increases on certain inputs, particularly proteins. On marketing, Consumer Foods advertising and promotion expense for the quarter was $59 million, up about 13% from the prior year quarter. In our Commercial Foods segment, net sales were approximately $1.2 billion or up about 7% from the prior year quarter. Results were driven by an 8% volume increase, primarily reflecting the benefit of the 53rd week and good execution across all of the businesses in the segment. The Commercial Foods segment's operating profit was $154 million or 3% above the comparable operating profit in the year-ago period. The operating profit increase principally reflects the benefits from higher net sales, partially offset by lower gross margins at Lamb Weston due to higher manufacturing and distribution costs related to the West Coast port issue. Our Private Brands segment delivered net sales for the quarter of $1 billion, down about 1% from the prior year quarter, reflecting a 4% volume decline and slightly favorable price/mix. The extra week favorably impacted sales and volume by approximately 7% for the quarter. Operating profit excluding items impacting comparability was approximately $31 million, down 30% from the prior year quarter. This decline reflects the soft volume performance and margin compression driven by product mix, commodity inflation and lower overhead absorption. Sean will have more to say about our plans to divest this business in his comments. Moving on to corporate expenses. For the quarter, corporate expenses were approximately $62 million. Adjusting for items impacting comparability, corporate expenses were $65 million versus $59 million in the year-ago quarter. The increase versus last year's fourth quarter reflects higher incentive costs and the impact of the extra week. Equity method investment earnings were higher this quarter due to the addition of earnings from the Ardent Mills joint venture.
On comparability matters, this quarter's reported EPS include approximately $0.12 per diluted share of net expense. As detailed in the release, these items include the following approximate amounts:
$0.09 per diluted share of net expense related to the impairment of goodwill and other assets, principally in the Private Brands segment; $0.05 per diluted share of net expense resulting from restructuring and integration costs; $0.03 per diluted share of net benefit related to the mark-to-market impact of derivatives used to hedge input costs temporarily classified in unallocated corporate expense and $0.01 per diluted share of net expense related to mark-to-market adjustment of pension amounts.
To be clear, we do not treat the contribution from the 53rd week of approximately $0.04 per share as a comparability item as it has been in our guidance all year. On cash flow, capital and balance sheet items, we ended the quarter with $183 million of cash on hand and no outstanding commercial paper borrowings. Operating cash flows for fiscal 2015 were approximately $1.47 billion, down modestly from our previous estimate due primarily to higher working capital balances. On capital expenditures for the quarter, we had capital expenditures of $154 million versus $117 million in the prior year quarter. And for the full fiscal year, CapEx was approximately $472 million, somewhat lower than our previous estimate. Net interest expense was $89 million in the fiscal fourth quarter versus $93 million in the year-ago quarter, and dividends for this fiscal quarter were $107 million versus $105 million in the year-ago quarter. On capital allocation, we are pleased that we were able to repay approximately $1.1 billion of debt this fiscal year and $2.1 billion since the Ralcorp acquisition, modestly exceeding our $2 billion goal. This quarter, we repurchased about $12 million of shares, and as we enter fiscal 2016, we remain committed to an investment-grade credit rating and a capital allocation strategy appropriately balanced between a top-tier dividend, share repurchases and additional growth investments. Now I'd like to provide a few comments on fiscal 2016. Given the uncertainty around the planned divestiture of the Private Brands business, particularly related to timing, structure, price, use of proceeds and stranded cost impacts as well as the need to finalize our investment plans for the rest of the business and evaluate the impact of our SG&A and other cost savings initiatives, we are not in a position today to provide comparable EPS guidance for fiscal 2016. At such time as we have more details regarding the planned divestiture, investment plans and cost savings programs, we will provide more details on our outlook. We currently expect that fiscal 2016 fiscal first quarter will not be significantly impacted by the aforementioned factors and the company expects EPS adjusted for items impacting comparability over the fiscal first quarter of 2016 to be roughly in line with comparable year-ago amounts. That concludes my remarks. I will now turn it over to Sean for an update on his analysis of the company, the work he's been leading and the exciting path forward for ConAgra Foods. Sean?
Sean Connolly:
Thanks, John. Good morning, everybody. I am delighted to be here with you on my first call since joining ConAgra Foods. As you know, I've been in deep study on our business, our capabilities and our culture since I walked in the door on March 3. My detailed review of the company has largely confirmed the perspective that I had coming in, the crux of which was, if the company is prepared to move quickly and to take bold actions on a number of fronts, there is meaningful value to be created.
Importantly, before I started, the board made it clear to me they fully understood the missteps that had occurred at ConAgra, and they assured me that I would have the latitude to make the moves that I felt were necessary to best drive value creation. They made it clear that they wanted me to bring change. They've given me their full support to pursue any path following appropriate due diligence that will create long-term sustainable value for our shareholders. I have approached this process objectively, and while the team and I have not completed our work, I am in a position today to share our overarching philosophy about value creation and some very substantive elements of our emerging base plan. I think you will see we are quite clear-eyed about the need for change. It all starts with our strongly held and overarching philosophy about value creation. That philosophy is simple, but it is also unwavering. We will always remain open to any actionable pathway that maximizes value for our shareholders. At the same time, we also know that improving the fundamentals of a business is management's job, so we must be aggressively mobilized against a base plan we have full confidence in. These notions are not at odds with one another, but rather, they reflect a pragmatic and flexible dedication to value creation. So you should expect us to continuously explore and evaluate alternative pathways thoroughly, analyzing how much value can they really create, how certain is the execution and how long will they take to come to fruition. If an alternative path emerges that is clearly superior to our base plan, we will alter course. Certainly, we acknowledge there is healthy debate in the market around the question of whether an alternative path should be pursued sooner or later or ever. The answer to that question obviously depends on how actionable and how valuable that alternative path turns out to be. That is precisely why this work needs to be ongoing and why it always requires careful analysis to ensure our shareholders get the best possible return on their investment.
At the same time, as stewards of the business, our threshold point is a base plan that can materially improve our performance. This base plan is what we are sharing with you today:
change is needed, and we have a responsibility to perform better in the marketplace. We know that the inconsistency of our past performance is totally unacceptable, and we need to raise our game such that when we make a long-term commitment, we deliver it.
We are highly confident that we can implement the changes, operationally and culturally, that will enable just that. This will, of course, take time. It will also require a different approach, but that approach has delivered before. So with that as a foundational backdrop, let's move on to my observations on the business and the highlights of what our plan entails. While we've seen some bright spots over the past year like the strong profit and margin improvement within consumer brands and the continued strong performance of Lamb Weston, those bright spots have been overshadowed by inconsistency, volatility and disappointments in our operating performance, particularly from Private Brands. The management team knows where we've been. It's time to act to create a different future. Frankly, aspects of the situation are not all that different from when I joined Sara Lee and led the transformation into Hillshire Brands. There, we turned an aging and underperforming food company into a more energized, agile performer capable of creating significant value as a stand-alone company. Many of you know the story. At Hillshire, we reinvigorated iconic brands that had become stale and returned them to growth. We redefined what lean looks like, took out a lot of inefficiency and cost and instilled a culture of ownership behavior. We created flexibility by taking steps to ensure we had a strong balance sheet, then we modernized the portfolio through innovation and M&A. We acquired on-trend brands that complemented our capabilities, and we divested nonstrategic assets. And while we drove a double-digit EPS CAGR through our daily focus on improving the fundamentals, we never lost our openness to alternative pathways to maximizing value.
I remind you of this story because here at ConAgra Foods, we have a similar philosophy and an equally clear vision of what our base plan looks like. In short, that plan has 4 pillars:
one, divest our Private Brands business for greater focus; two, aggressively pursue SG&A reductions and productivity improvements to drive margin expansion; three, grow our Consumer Foods and Lamb Weston businesses through portfolio and capability improvements; and four, maintain a balanced capital allocation philosophy.
The substance of our plan comes not only from the thorough analysis we've done and the feedback we've solicited from investors, but importantly, from the hands-on experience of having done it before. As you can imagine, I have been eager to discuss the details of the decisive action plans we are on the path to implementing, and I will touch on each of these base plan imperatives during my remarks today. As John pointed out, we're not yet in a position to provide forward-looking guidance on the financial outcomes of these plans. We will share that detail with you at an Investor Day later this year, after we have completed our work. The most important aspect of that will be having a more concrete view of the economics of a private brand divestiture. Before I jump in the specifics of our action plans for reinvigorating ConAgra Foods, I want to share a few thoughts on my assessment of the situation. I'll start by saying that I've been pleasantly surprised by the organic prospects of ConAgra Foods and believe we have reason to be optimistic. In fact, some good work was already underway when I arrived. For example, we've begun the SG&A reduction process, and we've started on portfolio segmentation in the branded consumer business. In addition, we've had terrific things going on in Lamb Weston. But overall, the status quo is simply not acceptable, and I am resolute in my belief that unlocking our potential requires major change. Change will encompass everything from portfolio mix and segmentation to more aggressive SG&A reduction, to acquiring new talent and capabilities, to compensation metrics and culture. And I am confident it can be done. This view comes after objectively evaluating our current portfolio to determine where we are best positioned to win going forward and where we are not. It reflects a careful assessment of our organization and systems and feedback from customers and investors. You can accurately conclude that the plans we will begin to share today have been arrived at after months of careful study and deliberation. Before I go any further, let me assure you I am clear-eyed around the challenges in our industry and within some of our categories. These are not new. But when I look at ConAgra Foods, I do see opportunities. Getting at these opportunities requires a clear plan and an aligned team. The board and management team are 100% aligned to drive this change agenda. I want to be very clear that the base plan is not an overnight fix. There are some things we will fully complete in fiscal '16, but others will be a multiyear effort, and we'll say more about that in due time. That said, let me preview some of the most critical elements of our plan for remaking ConAgra Foods into a focused, higher-margin, more contemporary and higher-performing company. As I mentioned earlier, the first step in our plan will be the divestiture of our Private Brands business. While we're taking the right steps to improve our execution and begin restoring this business to previous levels, we believe the better investment of our resources is on other priorities where our capabilities are more mature. This business has real potential and the Private Brands segment of the retail class of trade continues to grow, but we have come to the conclusion that this asset will be more valuable outside of ConAgra Foods. We did not come to this conclusion lightly. We have carefully evaluated our options for this business. This work culminated in a meeting on June 10 at which the board authorized us to develop and pursue a plan to divest this business. We believe there will be significant interest from potential buyers to support a transaction that is acceptable in terms of value and structure. We will continue our work to improve execution but believe the best outcome for value creation will be a successful divestiture. Our goal here is straightforward. We are driving toward a more focused corporate strategy, the realization of proceeds associated with a fair value sale for the benefit of shareholders and potentially, tax assets, the likes of which could enable additional tax-efficient portfolio shaping down the road. We believe that the divestiture of Private Brands will meaningfully accelerate our progress against our pursuit of change and value creation. While we won't be giving regular updates on the divestiture process, we will report out when we have something material to say.
The second step in our plan is a margin expansion commitment stemming from a more aggressive approach to SG&A and continued progress in supply chain and trade productivity. On SG&A, we are well into mobilizing an intensive SG&A reduction effort that is aimed not only at offsetting stranded costs associated with the Private Brands divestiture but moving ConAgra into the top quartile of SG&A efficiency in our space over time. In fact, shortly after I arrived at the company, I enlisted some outstanding outside help to contribute to our aggressive push on SG&A. That push will be on 4 key levers across all our SG&A functions. Those 4 levers are:
first, zero-basing, meaning aggressively challenging whether what we do today adds value to our business and customers; second, spans and layers, uncovering opportunities to flatten our organization to bring us closer to customers, speed up decision-making and eliminate hierarchy; third, outsourcing, meaning shifting some back-office work to third-party providers who can perform this work at a lower cost and in a more scalable manner and fourth, building a performance culture where we create stronger accountability and a meritocracy mindset.
Our approach to this work will be relentless. Absolutely everything is on the table. And when I say we can achieve these things over time, that is because some of this work will require system and capability improvements that are not turnkey. Nevertheless, if we find inefficiency, we will get it out as fast as possible. We will keep you updated on this effort, but I can assure you we have been hard at work on this since the day I arrived because although ConAgra Foods was farther along on cost than I expected and SG&A is already below many large-cap peers, there is more we must do. We just closed fiscal '15 with SG&A in the range of 10% of net sales. That is better than some, but it is simply not good enough. Expect SG&A efficiency to be a never-ending quest at ConAgra. It will be cultural, where we just don't tolerate waste. Again, this work will take time to be fully realized, but we will get the job done. On supply chain productivity, we have an excellent history of delivering meaningful gross productivity improvements year after year. As you know, productivity improvements get harder to realize over time. That's why we looked to best practices from the outside -- from outside the company to drive maximum impact. For example, we have access to world-class intellectual property designed to assist us in improving the operating efficiency of our manufacturing facilities. We've recently expanded our access to that IP and see real potential for additional margin expansion through these capabilities. On trade, you know this is an area where all CPGs spend a lot of money, and you know it tends to be fairly inefficient. We have a lot of work to do here, but the opportunity is real, and we are on our way to eliminate waste and implementing the types of process improvements that will drive better returns. Now the third step of our plan is to grow our Consumer Foods and Lamb Weston businesses through portfolio and capability improvements. On our branded consumer business, I like our prospects, and I'll elaborate with more detail in a minute. But big picture, we have several #1 or #2 brands, and they are diversified across a number of large categories, many of which have distinct growth opportunities. We believe this is a better profile than when a company has too much of its sales and profit base concentrated in 1 or 2 categories that suffer from secular decline. The key, of course, is being highly effective at brand-building and innovation and then surgically applying those skills to the brands with the most top and bottom line potential. Given that, you should expect us to undertake an intensive segmentation approach to managing our brands in defining their role and performance expectations in the portfolio. This reflects the financial discipline and market-based realism we bring to managing a branded portfolio well. We will be declarative about the areas where we will invest more and the areas where we intend to manage for cash. As I noted earlier, this sharpened prioritization is already underway. In addition, when we invest, we have to get more leverage from our capabilities in consumer insights, brand-building and innovation. Expect heightened focus in these critical areas. And as I just mentioned, we will become more efficient in areas like trade on the back of improved analytics and better work processes. We also intend to actively work toward filling in portfolio gaps in critical areas like organic natural and premium gourmet. In fact, we believe ConAgra Foods would benefit from further acquisitions in the consumer branded space given our scale and emerging capabilities. But this point speaks to the need for us to maintain a strong balance sheet with ample firepower as we seek to balance returning capital to shareholders with investing back into the business and on strategic acquisitions. Paying down debt will continue to be a priority. Those of you who know me well understand I know this playbook well. I believe in it, and I'm confident we can execute against it over time. And frankly, we have a lot to work with. We are the #1 player in single-serve frozen meals and continue to gain share in this attractive segment of frozen foods. We have good momentum in iconic category-leading brands like Reddi-wip, PAM and Slim Jim. We have several strong scale brands like Marie Callender's and Hunt's that are ready for and responsive to advertising and promotion. And we have reliable contributors that generate strong cash flow and margins, consider Peter Pan, Manwich and Hebrew National. More broadly, we will attack our portfolio in new ways for ConAgra Foods. For example, there may be brands that, over time, could find better homes elsewhere. We will actively consider monetizing those assets to fuel other investments when appropriate. We have dynamic smaller brands like Alexia and Ro*Tel that need nurturing to scale their rapid growth profile.
And finally, when it comes to innovation, our focus needs to be squarely on 3 on-trend areas:
premium natural, ultra-convenience and alternate channels.
While early days, our game plan around on-trend areas is already underway. We just added Blake's All-Natural to our portfolio. Although small, it rounds out our leading presence in pot pies with a brand equity that resonates with the natural and organic consumer. On our core business in fiscal year '16, we plan to increase our support on select brands that have clearly demonstrated the ability to profitably grow like Reddi-wip, Slim Jim, Marie Callender's and Hunt's. And finally, we are supporting major innovations to contemporize 2 of our larger brands, Banquet and Healthy Choice. On Banquet, we are taking action to meaningfully contemporize the brand. We've redesigned the product to improve quality, and we've added a higher-protein premium tier. We've improved packaging, and we're investing in A&P. On Healthy Choice, we previously built a winner with Café Steamers, and now we're taking it to the next level with a clean label, nothing artificial, 100% natural high-protein line called Simply. In total, I am confident that these kinds of efforts will be the keys that unlock our branded Consumer Foods segment's ability to further improve its margin profile over time. As you heard from John, the segment made good progress here already in Q4. Shifting to Lamb Weston, which is the largest part of our Commercial Foods segment, the story is quite simple. This is a great business with built-in international growth potential. In fact, we already have a substantial base internationally, and we're investing for more growth as we seek to capture a share of emerging markets comparable to our North America share, where we're already the leader in frozen potato products. The QSR industry is exploding internationally, with potatoes a critical part of the menu. Increasingly, these customers are carrying multiple cuts of fries in the same store. Further, with the breakfast daypart so strong here domestically, we continue to project solid results here on the home front. Lamb Weston also plays an important role in our retail business domestically, contributing to our scale in frozen retail overall. We have a great branded frozen potato business with well-known licensed brand names like Arby's and Red Robin, along with Alexia, the terrific natural brand I mentioned earlier. Alexia has been growing steadily and offers significant potential in branded frozen potatoes, frozen vegetables and beyond. As far as Lamb Weston's priorities this year, our plan is focused on sustainable growth levers. Here in North America, we will be restoring our foodservice operator marketing campaign after several years of 0 investment. While this is not a lot of money, it is a key part of staying relevant and top-of-mind with operators. On the international front, we will be investing in feet on the street in key international markets where we have a powerful opportunity to gain share with key customers. Overall, these kinds of investments are consistent with our commitment to surgically back those elements of our portfolio that offer outsized top and bottom line opportunities. And that brings me to the fourth aspect of our plan for remaking ConAgra Foods. Underpinning all of this will be our long-term commitment to having an investment-grade balance sheet and a balanced capital allocation strategy. On this latter point, we are fully committed to a top-tier dividend and, at the appropriate time, more significant share repurchases. Now before I open it up to questions, let me step back and summarize what I just told you. Our overarching philosophy on value creation is to always remain open to any pathway that maximizes value. We assess these regularly and are prepared to act as opportunities emerge. We also know that we need a base plan that we have absolute conviction can make ConAgra Foods a far better company than it's been. That plan seeks to simplify our portfolio, strengthen our focus through a divesture of Private Brands, and on the cost front, we will be relentless in enhancing productivity across SG&A, supply chain and trade spending. We will also place an intense focus on driving profitable growth in Consumer Foods and Lamb Weston. This will require further portfolio segmentation and investing behind the highest-potential categories in a disciplined manner. To support our plan, we expect to make investments in marketing, innovation and acquisitions. We also expect additional divestitures may occur down the road as we continue to refine our asset mix. And finally, we are committed to the balanced capital allocation strategy I just mentioned. Expect to hear from us later this year at an Investor Day, where we will provide financial and operating details about what I discussed today. With that, John and I will be happy to take your questions.
Operator:
[Operator Instructions] And our first question today will come from Andrew Lazar with Barclays Capital.
Andrew Lazar:
Sean, 2 questions from me. First, just one on Private Brands. I guess up until maybe a quarter or 2 ago, the board seemed pretty resolute that the issues in Private Brands really were not structural, meaning not an issue of putting Private Brands and branded together and much more just executional in nature. So I'm trying to get a sense of, with you coming in with a fresh perspective on it, what led you to determine that that's no longer the case and that it really is something more structural with respect to this business. And then I've got a follow-up.
Sean Connolly:
Yes. I don't know that I said I believe it's structural at all, Andrew. I think there is certainly upside from recent levels, and this business can be much stronger over time. The issue we face is a different one. We think it will take a lot more time and effort to get this business where it needs to be. And our view is that it should be done by somebody else instead of us so that we can focus on opportunities that pay off earlier by comparison.
Andrew Lazar:
Okay. And then when you think about some of the work that you're going to want to do and undertake in the core sort of Consumer Foods business going forward and the type of investments that you may want to sort of put into that, is it fair to say that, obviously, you'll be more aggressive on cost to try and cover some of this, but that you'll probably need more, whether it's on the marketing front, on the high-quality marketing side and just as we think even broadly forward, we should think about additional investment maybe first off to kind of see what you want to do? I'm talking more like the typical sort of re-base that comes with a new CEO with a new plan. Just trying to get a sense of how you feel about that.
Sean Connolly:
Well, we're not going to provide guidance today in terms of what the full year looks like, but I don't think it's going to be new news to anybody that the company has historically under-invested in the brand side -- or the branded side of the portfolio. So we plan to invest more in marketing as the brands can handle it. And I think that's the key phrase, is they can handle it as they're, as we call it, A&P ready and as the margins allow. But the key is, and I think you know this from my previous philosophy on marketing spend, you have to bring an incredibly strong discipline here. You just don't go start spending money because you think it's going to work. You can only invest where you have full confidence that you can drive margin expansion and you can drive a good return on that investment. So when I think about increasing marketing spend, I think of it in terms of words like being surgical and extremely disciplined about where you can get a return. So the notion of dramatically jacking up spending levels for the sake of getting back on the horse does not make sense, and that's not the kind of play you will see us run. You will see us be more surgical and be more disciplined as we move forward to try to strengthen our branded portfolio.
Operator:
And we'll move now to David Driscoll with Citi Research.
David Driscoll:
I wanted to ask -- when the Ralcorp business was purchased, there was an expectation of something like $300 million in synergies. And when you contemplate the divestiture of this, the synergies have not actually been realized at this point, and so they kind of would be out there in the consensus forecast of ConAgra's earnings. So how do you guys think about this? When Private Brands is sold, what happens to that $300 million of expected savings? And let me just stop right there and maybe ask a follow-up after you respond.
John Gehring:
Yes, David, this is John. Let me take a shot at that. The first thing I'd say is we have, in fact, been able to drive a lot of cost out. The problem is the other issues in the business and particularly, some of the pricing and margin, other margin pressures have created a situation where we clearly have not seen that come through. Some of the -- there have been some synergies that have actually manifest themselves in other parts of the business in terms of some of the leverage we got from some of buys. There's a little bit of that, that shows up in Consumer. But I think as we look forward, this is a matter of whatever we were expecting or anybody else is expecting out of Private Brands, I think, becomes somewhat irrelevant as we focus back on the Consumer and Commercial businesses. It's really about continuing to drive cost savings and margin expansion that we've seen, particularly in the Consumer business over the last quarter, to continue that trend. So in terms of a total company model, I'm not sure the synergy number from several years ago really lives on going forward.
David Driscoll:
Yes. I'm always worried that the synergies filter into different lines, not just the private label line, hence the importance of the question. Two quick follow-ups. What was Private Brands EBITDA in 2015? And is it fair to say that your target leverage going forward, post anything, would be something like around 2x? Would that satisfy your statement of wanting to be solidly investment grade if I were just to try to put a flag in the sand for a ballpark figure?
John Gehring:
Well, first of all, on the EBITDA for Private Brands, I'd say on a normalized basis, it's probably in the mid-300s. I don't want to get to a point estimate in terms of debt-to-EBITDA. The broad range I'd use right now is we seek to be probably somewhere between 2 and 3x. Obviously, if we're at 3x, our capital allocation priority is probably a little bit shifted. And if we got to 2x, we'd probably say we have plenty of firepower to do more investment. So it's all going to be, I think, dependent upon where we are at the point in time and what opportunities are in front of us.
Operator:
And Jonathan Feeney with Athlos Research has our next question.
Jonathan Feeney:
John, you mentioned you did some intense study. I mean, could you give us a couple of examples of what you think -- what convinces you to take such a long time to fix the Private Brands business and a couple of examples of why you think that maybe you somewhat externally might be able to do that a little bit more quickly?
Sean Connolly:
Well, Jonathan, it's a fair question, but I don't think my contemplation and my analysis was really just about Private Brands. I've been under the hood on every single piece of this company to try to understand where the opportunity is and how resource-intensive the work would be in order to accomplish what we see as the opportunity in those different parts. And our conclusion is that there is significant opportunity with this company to create value, but we need to be focused, and we need to have our resources squarely lined up against areas where our capabilities are more mature, where we can get the most impact on the fastest possible timetable. And ultimately, that led me and the board to make a decision that we need to focus. We need to prioritize, and we need to get squarely focused on driving the kind of aggressive change agenda that I just laid out for you in my comments a few minutes ago. So this is about making the tough calls and prioritizing around those actions that we believe can drive maximum return for our shareholders, and that includes an immediate divestiture of our Private Brands business, and that's why we're working that process.
Jonathan Feeney:
Okay. Maybe I can ask a little different way. I guess why -- there are certainly different philosophies on this, but one might think that maybe a tactically better approach might have been to execute some sort of sale, divestiture before deciding on this plan. Could you maybe tell us a little bit about why the decision to sort of go public with this, a change in direction without having anything necessarily lined up at the moment?
Sean Connolly:
Well, if we haven't gone public with it, you probably would have found out about it anyway one way or another, so we thought it would just be best for our shareholders to understand the big picture of our plan. I mean, what we're laying out for you today is clearly a different direction. I don't think there's any need to keep that a secret while we're working it behind the scenes. We've got a base plan that we have tremendous confidence in. We have an overarching philosophy around how to create value for our shareholders that we always keep running side by side our base plan. And we have full confidence there's upside in this Private Brands business, but we also believe that, that should be done by somebody else instead of us so that we can focus on these other opportunities that we need to get after with some urgency.
Operator:
And we'll hear a question now from Ken Goldman with JPMorgan.
Kenneth Goldman:
One question I wanted to follow up on, you were pretty open about saying, look, this is the plan, but if a better plan comes up that is more accretive to shareholder value, that you will certainly consider it. Would one of those possibilities be divesting Consumer Foods? And the reason I'm asking that specifically is if you divest Private Brands and then you divest Consumer Foods, there's not much left in Omaha, and there's political issues probably with the board and with a lot of other stakeholders in effectively leaving Omaha. So is it -- I guess my question, is it on the table that Consumer Foods could be divested as well?
Sean Connolly:
Well, Ken, there are a lot of assumptions there in your question. I think I've been pretty clear and consistent in my comments today that our Board of Directors and our management team fully understand the importance of creating shareholder value. And I'm sure you understand from my remarks earlier that our philosophy is to always be proactive and open-minded in evaluating the different paths to creating value. But we've put forth the beginnings of a plan that we are convinced can drive a lot of value on its own. However, it becomes obvious that if some other tangible and actionable path is a better way to create value, our board and our management will adapt accordingly.
Kenneth Goldman:
Okay. No, I appreciate that, and I realize I'm making many assumptions, but that's what I do on the sell side. Question 2 is you have a meeting or a set of meetings set up this week, I believe, with Jana. Can you talk a little bit about any relationship that you have with them so far, your expectations going in? Just any forward-looking thoughts as to what you're, I guess, anticipating from those meetings.
Sean Connolly:
Sure, no problem. We have not yet spoken with the folks at Jana, but clearly, we welcome their feedback. As we would with any of our shareholders who are focused on long-term value creation, I think that is common ground that we have with Jana and with other investors. I can't offer anything specifically related to Jana other than to say we want a constructive engagement and we'll listen to their points of view. They're big shareholders. But we've not yet met with them, so we don't really have a lot more to share or disclose at this point.
Operator:
And we'll move now to Jason English with Goldman Sachs.
Jason English:
I want to come back to Mr. Feeney's question on big studies that you've undertaken but attack it more from the cost side. Sean, as you pointed out, you looked at your SG&A. You benchmarked against peers, and it's already relatively low. The rhetoric on getting lean, getting mean isn't that far off from sort of the message that Gary's had over the years, that John, you've also carried forward. So my question is really, where is the opportunity as you shook out these studies? I heard some of the big buckets you laid out, but I was hoping you can get a little bit more specific on where you really see the opportunity to get leaner and meaner here at the SG&A line.
Sean Connolly:
Well, the details of kind of what it looked like, first of all, I would frame it in terms of margin expansion, Jason, not just SG&A because I do think there is significant opportunity to improve the margins in this company across the board as we get after these things. Certainly, SG&A is a big bucket for us. Clearly, the company has made progress and felt good about kind of that progress when I got here, but my message the day I got in is it doesn't matter how much progress we've made. It's not good enough. We've got more to do. Part of that is exploring the 4 levers and pushing hard on them that I mentioned today. Part of it's cultural. It's just getting everybody who's part of our team to understand that any inefficiency and waste is just a tax on our brand and a tax on the profits that we return to shareholders. That is a mindset that we will drive. I've already been socializing that idea for months now, and people are getting it. They understand how critical it is to get this out. They want to attack all of the orthodoxes that have been held previously and really get after margin expansion. So SG&A will be a big part of it with things that I talked about, spans and layers, all the things you can imagine. Productivity should not be dismissed as well nor trade efficiency. These are all things that, over time, as we execute them, will contribute to what I think could be a meaningful improvement in our margin structure.
Operator:
And we'll take a question now from RBC, David Palmer.
David Palmer:
Sean, you mentioned that portfolio mix and segmentation is needed and it seems to me the trade promotion rationalization but also, perhaps, higher spending on certain brands and categories. In the past, it felt like ConAgra's brands have suffered when the company planned for trade promotion rationalization. The big setbacks often were highlighted as a key competitor punished the effort by grabbing in-store activities themselves. And even on the spending side, it's been equally frustrating at times would -- will ConAgra at a time, good ROI spending. So as we think about this and the segmentation, are there examples or reasons that can help us get our head around why using a more targeted approach can work for ConAgra?
Sean Connolly:
Well, there is a lot to work with here, David. With the right portfolio refinement and the right investment, this is a good portfolio, post a modest growth and expand margins and redeploy capital. And we're going to be realistic around our industry and around our categories. The key is portfolio segmentation and having the right expectations by brand and by category so that we're matching investment with potential, establishing the right goals and delivering results. I mean, that is really the key. But I think the phrase that I used in my prepared remarks earlier was a different approach. Every company goes after brand-building. Every company goes after innovation, and every company goes after trade efficiency with mixed results, I might point out. I fully expect we're going to have better results, and that's going to come from a number of different areas, which includes different approaches. It's going to be potentially some new talent that we bring onto the team. This is a piece I understand very well, and our effectiveness has to improve meaningfully on the back of better work processes and much more rigorous analytics. But overall, anything to drive the branded portfolio has got to be done on a surgical basis with clear eyes. It's not going to be blanket, per Andrew's question earlier. That's just not going to happen. And on trade efficiency, I've been doing trade efficiency for a long time. We've got a team of people that are working it with kind of professional oversight, and we know exactly what we've got to do there. The key is you've got to have a strong set of brands. If all you have to fall back on is price, it's hard to get more efficient on trade. So you've got to have stronger brands, so you've got more to bring to the table for our customers as we change some things.
Operator:
And we'll take a question now from Matt Grainger with Morgan Stanley.
Matthew Grainger:
So just first on Private Brands. I was hoping to get a sense of how you plan to manage the business from a sales capability standpoint while the strategic review is underway. You've been focused for a while on trying to improve execution and also win back the business you may have lost. Are those both still going to be near-term priorities? And do you think the profitability margins can improve sequentially during the strategic review process?
Sean Connolly:
Well, these are definitely separate streams. The work we've done and the organization changes we've put in place to run this business better to execute more effectively, nothing is going to change there. We've got the right structure now calling on it. We have a clear understanding of how you run this business and what it takes. We are rebuilding relationships we've got with customers. So all of that is going to be intact as we run the sale process. However, the pace of profit recovery is clearly farther out and longer than we expected last year. So that is -- I would not expect any kind of rapid recovery from where we've been. We do expect the segment to be better in '16 versus '15, but that progress will happen sequentially as we move through the year given the changes we've put in place.
Operator:
Our next question will come from Eric Katzman with Deutsche Bank.
Eric Katzman:
So I have 2 questions, one on private label and then next on frozen. I guess is there -- with regard to the private label sale, is there a kind of minimum amount that the board is willing to accept? Because obviously, the business is impaired and it struggled, but it does have kind of $4 billion, roughly, of sales. So I guess is there a limit as to how much of a loss the company is willing to take? And then second, on I think, Sean, trying to kind of think through your career, and I don't recall if it ever involved like frozen food or specifically, frozen entrées, because it seems like that's been the one category since the Great Recession that's been in serious decline, and that's a very big part of the Consumer portfolio. And is there something that you see within those brands and within frozen entrées that -- where maybe that -- the category has bottomed or there's something technology that you see within the business today that makes you more comfortable that there can be a turn in what's a very important part of the Consumer segment?
Sean Connolly:
Let me take those in order, Eric. On the first part of it, on Private Brands, as I mentioned earlier, we think there's going to be significant interest in these assets, and we think we will be able to divest these assets at a fair value that will be acceptable to shareholders and with the appropriate structure. And we also believe that we do need to get this behind us so that we can strengthen our focus on the base plan that you heard me lay out. So when you do a comparison of -- to make this move now or to make this move later, we are absolutely convinced that from a value creation standpoint, it is better to make this move now. With respect to the frozen question, yes, I have extensive experience in frozen. You may recall at Hillshire Brands, we had a great frozen business anchored by the great Jimmy Dean brand. And what I told my investors then is I reject the notion that frozen is a place where you can't grow and grow profitably. It's just not grounded in fact. When you look at consumer need states, absolutely, there are consumer need states where consumers want fresh and perishable items that they can enjoy with the whole family. But you probably know from your own lives that there are lots of consumer need states where you're eating alone. You don't have a lot of time. And it's in those consumer need states where frozen is the absolute perfect solution. The key is the food's got to be good. You got to have good quality food. You've got to have a proposition that consumers value. And I always use the Jimmy Dean example in my previous life. It's just when you got great food, the consumer has the need state already there, you're going to be successful. So that's why we have taken the actions we've taken on our business like on Healthy Choice, with Café Steamers, which is a clearly superior product than what we sold under the Healthy Choice name previously. And it's working. And now we're taking it to the next step with a clean label, 100% natural line. Similarly, in Banquet, that is a value tier brand where we recognized when you just look at it in the plain light of day, we needed to do a better job on food quality. And that's what we've done. We've improved that. And these are the kind of fundamental actions that you need to take to improve performance. So it's not a question of is the world going to frozen or is the world going to fresh. There clearly is room for both. Our idea is that we need to make frozen, fresh, and we need to bring fresh perspective into frozen, and that's how you drive profitable growth.
Operator:
And we'll move now to Robert Dickerson with Consumer Edge Research.
Robert Dickerson:
So Sean, I guess the first question I have maybe sounds a bit simplified, but I'd just like to hear your take from the onset is -- I know you're talking about reaching kind of the top-tier SG&A level, being very aggressive with cost-cutting, efficiency, et cetera. But what's your take, just by being there for a few months as you do your studies, just kind of why ConAgra kind of basically just has a lower gross margin profile relative to the industry? And I just ask because, I mean, quite frankly, as you even pointed out, I mean, SG&A as a percentage of sales really isn't that bad as we benchmark. But it's really -- could there be a much larger gross margin opportunity at ConAgra? And if so, is that something you'd be willing to invest behind?
Sean Connolly:
Well, Robert, first of all, I think I've said a couple of times today, there is absolutely a gross margin opportunity at this company. One of -- there are a couple of reasons why our gross margin is where it is today, some of it is we have segments that are clearly at much lower gross margins that drag down the whole. Private Brands, obviously, is a different gross margin than Consumer. But if your comments are largely focused on Consumer, there's absolutely an opportunity to get gross margin going there. But what's interesting about your question is in my experience, the way you build strong brands with strong gross margins is you have to invest in them. You've got to keep them fresh. You've got to keep them relevant. You've got to keep them contemporary. And that's exactly why when investors see a company like ours that's committed to margin expansion, part of that recipe, I need them to understand, is making sure that we have strong and relevant brands because then we've got the ability to take price when we see inflation, then we've got the ability to invest in margin-accretive innovation. This is all part of a flywheel here that moves things in the right direction from a value creation standpoint. And part of it is capabilities. When I think about the over-reliance on trade and under-reliance on advertising in Consumer, that tends to manifest itself in branded portfolios and lower gross margins. That is stuff that we can make progress on, and we will do just that.
Operator:
We'll take a question now from Akshay Jagdale with KeyBanc.
Akshay Jagdale:
My question, Sean, is about -- you mentioned the portfolio being an advantage for Consumer Foods. The conclusion that I reached is somewhat the opposite because the playbook that you put forth today is -- it's not dissimilar to what Gary had put together in '07, being more efficient with trade price, spending more on brands, et cetera. But quite frankly, basically, 70% of your sales in Consumer are in grocery and frozen, which have had major challenges from an overall category perspective. So can you just talk about why you think grocery/center of the store, perhaps, is not a structurally declining category longer term? And then maybe talk about the tax implications because you did mention the sale of this private brand asset creating tax shelter that you can use down the road. I mean, is the reason why you don't take a more aggressive stance on portfolio pruning maybe on Consumer that -- is the reason for that being the tax issues or tax implications? Just help me understand the portfolio strategy on Consumer Foods.
Sean Connolly:
All right. Akshay, let me just correct a couple of things that you said there because I don't think they're consistent with what I said before. First of all, we are going to be absolutely realistic about our industry and our categories. So there's no delusion in terms of where different parts of the store can go. Secondly, we are absolutely open to divesting elements of our portfolio down the road, and that's part of a rigorous portfolio segmentation analysis. I don't have any color, additional color to add on that right now, but those are key points. With respect to the branded portfolio and the way I see it, while we're very realistic about what these categories are doing, we also see pockets of real interesting growth within many of these categories. So I will pick a category that I didn't talk about today, nut butters. We have a Peter Pan peanut butter business, but there's very interesting and new stuff that is happening in a category like nut butters right now. I find that to be interesting because it tends to be margin-accretive stuff, and it tends to be very high-growth. Even if you pick a category where we are the market leader like pot pies, where you say, "How exciting is the pot pie category," I'd argue it's a very exciting category. We've got the market-leading brand with Marie Callender's. It's posting robust growth, and it's got good margins. However, we also recognize we were not reaching all the consumers who are participating in that category because some had kind of what I'll describe as a different value system around what kind of brands they appreciate. So we went out, and we made the acquisition of Blake's All-Natural, which is also a pot pie, where we've got tremendous leverage in terms of our ability to manufacture. But it appeals to a different kind of consumer with the natural and organic kind of mindset, and that is incremental to the business we are already own today. So what's different around the way we'll approach these growth opportunities is effectively everything. We're going to pursue different work processes. We're going to have new capabilities, and we've got a completely different approach to getting after these, all grounded in a clear-eyed realism around what's possible and strong analytics around kind of what we go after very surgically and where we invest.
Operator:
We'll move now to Robert Moskow with Credit Suisse.
We'll move now to Chris Growe with Stifel.
Christopher Growe:
Just 2 questions, if I could, quickly. I guess a bit of a follow-on to Akshay's question and your response, Sean. What's the basis for divestures going forward? There's a place in the portfolio for growth businesses as well as cash flow brands. I'm just curious if there'll be something you're targeting, sort of categories that are off-trend, that kind of thing? And then secondarily, if I could ask about Lamb Weston. What's your expected growth profile for that brand -- for that business going forward, particularly with its international focus?
Sean Connolly:
In reverse order, Chris, I will hold on the Lamb Weston question because we'll give more perspective on it and much more detail on that business and the growth prospects when we do our Investor Day. On the question regarding potential divestiture candidates, I really think it just comes down to basic principles. We don't have anything to announce. We don't have anything imminent, I think you were asking within the branded portfolio. But ultimately, you ask yourself things like is it a strategic fit, is it running on -- is it an autopilot business that is doing no harm but contributing cash flow, or is it a chronic leaky bucket and one that you just can't justify putting resources on. If we have those kinds of businesses, clearly, it makes more sense to put them under somebody else's ownership because they'll value it more than we will. Our whole theme today and what you heard around this new direction is focused and disciplined segmentation. And that means saying yes to some things and saying no to other things as opposed to trying to make everything happen across the entire portfolio. So it'll be very logical and common sense should we pursue a divestiture down the road, but it will also be very principle-based in why we're doing it.
Operator:
And we'll go again to Robert Moskow with Credit Suisse.
Robert Moskow:
Sean, you've spoken very positively about frozen and, I guess, the scale and the opportunities for innovation. Can I conclude that this is an area where, in a portfolio segmentation, you will want to [indiscernible]? And also, I guess I'd like to ask, there are bidders out there that would pay high multiples for those frozen assets. I mean, does it -- would it have to be some kind of really high, crazy amount to persuade ConAgra to part with it?
Sean Connolly:
Well, with respect to the first part of your question, Robert, it was breaking up a little, but I think you're asking around is that an area we would be interested in investing in. And I think the same principle of disciplined segmentation applies. Within our frozen portfolio, there are clearly businesses that we will get behind and support, and there are other businesses that we will manage for cash and stable -- we call them reliable contributors. So it depends. I think we will be very disciplined and very focused and judicious in terms of what we get behind there. With respect to your second -- the second part of your question, that's purely speculation, so I'm not going to comment on it or fuel the speculation other than to say I think you've heard me say multiple times today, I'm very open, my board is very open to alternative ways of creating value should one come along that is clearly superior to our base plan and actionable and tangible and all of that. So there's nothing specific I can offer beyond that other than that is our overarching philosophy, and yes, it's simple, but it is unwavering, and we believe in it.
Operator:
And we'll take a question now from Evan Morris with Bank of America Merrill Lynch.
Evan Morris:
Just Sean, if you can remind us, just with regard to some of the cost savings and some of the levers that you talked about pulling on the SG&A side, the supply chain side, can you just remind us how many of these initiatives are similar initiatives that you employed at Hillshire? How much margin improvement did it derive? And do you see sort of, I guess, on a relative sense, more opportunity or less opportunity as you're assessing ConAgra? And then I just have a follow-up.
Sean Connolly:
I think the Hillshire team from Sara Lee, and I'm not going to get into great detail there other than to say big legacy food companies have SG&A opportunities. It's undeniable. And we got after it at Hillshire. We are getting after it here. Some of that work has happened, as somebody pointed out a few minutes ago, in the past, but by no means does that mean our work is done. SG&A reduction is a never-ending quest at ConAgra Foods. It will be cultural. It will be something that we all -- we have a disdain for inefficiency because those are resources that could otherwise go into brand-building, go into innovation or go back to shareholders. And that is what we're going to drive against, and there is additional opportunity beyond what we've already captured.
Evan Morris:
Okay. And then just 2 quick follow-ups. The book value of the Private Brands business right now, what is it?
John Gehring:
I don't have that handy offhand given the various pieces to it. Chris may follow up, if need be, but...
Evan Morris:
Okay. All right. We can follow up offline. And then just regard to the guidance for the first quarter being flat with last year, clearly, below where Street expectations were. Is this just sort of a need for higher marketing? Is it a result of lower-than-expected sales trends? What's driving sort of the flat year-over-year guidance in the first quarter?
Sean Connolly:
Well, I think I'll answer that by just taking us back to the big picture, which is we've announced we're divesting Private Brands. We've shared that the recovery on that business has been slower than we previously thought. We also shared that while we do expect that business to improve as we go through the course of the year, it will improve sequentially. So I think that kind of shapes, really, the answer to your question.
Operator:
Our final question will come from Todd Duvick with Wells Fargo.
Todd Duvick:
I guess the question I have is regarding your financial policy. ConAgra's financial policy has been consistent for many years and targeting an investment-grade credit rating, and you've definitely reiterated that this morning, which we appreciate. I guess one question is, Sean, at Hillshire, you had an agreement to acquire a peer company that was heavily debt-financed and would have resulted in Hillshire's credit rating being downgraded to below investment grade. So my question is really twofold. First, is ConAgra's commitment to an investment-grade rating derived from the board or management or both? And secondly, is it fair to assume that you see greater opportunities for operational improvement in your existing portfolio that reduce the appeal of a near-term transformational acquisition that could really jeopardize the company's IG rating?
Sean Connolly:
Well, let me take the second part first. The base plan we laid out today, we have full conviction in its ability to make ConAgra a far better company into the future than it's been in the past. So we believe in that base plan. We have conviction and, of course, will always remain open-minded, but that's our position on that. On investment grade, management and the Board of Directors are aligned. There's really nothing more to talk about on that. We are aligned, and we are committed to it.
Operator:
And this concludes our question-and-answer session. Mr. Klinefelter, I'll hand the conference back to you for closing comments.
Chris Klinefelter:
Thank you. Just as a reminder, this conference is being recorded and will be archived on the Web as detailed in our news release. And as always, we are available for discussions. Thank you very much for your interest in ConAgra Foods.
Operator:
This concludes today's ConAgra Foods Fourth Quarter Earnings Conference Call. Thank you again for attending, and have a good day.
Executives:
Chris Klinefelter - VP, IR Gary Rodkin - CEO John Gehring - CFO Tom McGough - President, Consumer Foods Paul Maass - President, Private Brands and Commercial Foods Sean Connolly - CEO Elect
Analysts:
Andrew Lazar - Barclays Capital David Driscoll - Citigroup Jonathan Feeney - Athlos Research Ken Goldman - JPMorgan Eric Katzman - Deutsche Bank Alexia Howard - Sanford Bernstein Akshay Jagdale - KeyBanc Robert Moskow - Credit Suisse Bryan Spillane - Bank of America
Operator:
Good morning and welcome to today’s ConAgra Foods Third Quarter Earnings Conference Call. This program is being recorded. My name is Candice Griffin and I will be your conference facilitator. All audience lines are currently in a listen-only mode. However, our speakers will address your questions at the end of the presentation during the formal question-and-answer session. At this time, I'd like to introduce your host for today's program, Gary Rodkin, Chief Executive Officer of ConAgra Foods. Please go ahead, Mr. Rodkin.
Gary Rodkin:
Good morning. Welcome to our third quarter earnings call. Thanks for joining us today. I’m Gary Rodkin here with John Gehring our CFO, Tom McGough, President of Consumer Foods; Paul Maass, President of Private Brands and Commercial Foods; and Chris Klinefelter, our VP of Investor Relations. We also have our CEO-elect, Sean Connolly with us today as well. Before we get started, Chris has a few words.
Chris Klinefelter:
Good morning. During today's remarks, we will make some forward-looking statements and while we’re making those statements in good faith and are confident about our Company's direction, we do not have any guarantee about the results that we will achieve. So if you would like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I'll refer you to the documents we filed with the SEC, which includes cautionary language. Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found in either the earnings press release, the Q&A or on our website. Now I'll turn it back over to Gary.
Gary Rodkin:
Thanks Chris. As you can see from the release, comparable EPS came in higher than our most recent projections and we've raised our full year outlook. Additionally, we're on track for our debt reduction commitment. So there is fair amount to discuss in today's remarks. But before we get into the specifics of that, I want to introduce Sean Connolly, our incoming CEO. I couldn’t be more pleased with the selection of Sean. He is sharp, seasoned, enthusiastic, and he refuses to lose. His energy and focus will serve ConAgra Foods well and he is making a terrific first impression here at ConAgra Foods. I know many of you know him and I am confident you'll enjoy interacting with him in the months and years ahead. Sean?
Sean Connolly:
Thanks Gary and good morning, everyone. I am looking forward to transitioning into the CEO role here in a couple of weeks. I am very excited to be at ConAgra Foods and part of this team. This is a highly motivated organization with great brands, strong product lines and incredible people and I believe there is a lot we can do to create value together. Now I imagine many of you have big picture questions about our strategy and goals. We'll get to those over time, but not today. I'll need a lot of study to get where I need to be to provide insight on this. For now, I'll just say that I am committed to long term value creation as is our Board of Directors. My plan is to spend the coming months digging in and learning everything I can about our company. After that, we'll share our thinking with all of you at an investor event when the time is right. To be clear, that will be several months down the road. Until then, our organization will remain focused on delivering our near term commitments and our key business initiatives. I look forward to working with all of you as we take ConAgra Foods to the next level. As many of you know I value a good dialogue with analyst and investors and I believe in transparency and availability, so that you can have a very solid understanding of our plans. Thanks for your time this morning. I appreciate your interest in ConAgra Foods and I look forward to working with all of you. Now I’ll hand it back over to Gary.
Gary Rodkin:
Thanks, John. Now let’s focus on the company's third quarter results. I’m going to briefly touch on some overall remarks about the quarter and then ask Tom McGough and Paul Maass to offer some commentary about our segments. Given that this is my last earnings call and the fact that I’m retiring from my role officially in a couple of weeks, I think it makes sense for Tom and Paul, who are running the segments day-to-day to offer the more detailed remarks about segment performance. So you’ll hear from them in a minute. Our third quarter comparable EPS was $0.59, that’s ahead of our most recent expectations and below our comparable EPS of $0.62 a year ago. All of our segments ended up ahead of what we were planning, when we offered our last guidance and we also got some EPS help from lower taxes and higher joint venture earnings. We've refined our view of the year and have taken our outlook up accordingly and we're confident we'll meet our debt reduction commitment. We saw comparable profit growth for both Consumer Foods and Commercial Foods during the third quarter, despite some headwinds that impacted us. To state the obvious, our Private Brand segment continues to be below expectations and our revised outlook for that segment has driven a lot of impairment charge. Obviously we’re very disappointed with our Private Brands' results thus far and we're taking specific actions to improve it. At the same time, most of the company the two biggest segments are performing well and delivering on commitments. Our Consumer Food segment has grown profits each quarter this fiscal year and we're gradually making progress on the topline with share gains and volume holding steady. Commercial Foods led by Lamb Weston continues to make progress on both the top and bottom-line as it gains new business domestically to make up for some headwinds including the West Coast Port slowdown, which has impacted international sales over the near term. So the good news is that most of the company is on track and Paul and Tom will give you some specific examples. In addition to this, we remain highly focused on a more efficient organization at all levels. That's important fuel for ongoing business growth but along with the progress we’re making across the company, we continue to have a challenged private brands performance. While our learning curve has been steep and taken longer than plan, we’re in the midst of implementing very granular initiatives to significantly improve execution. These initiatives should help our customer service, customer relationships and in due time our ultimate performance. Our initiatives will also help us to manage cost more effectively. You’ll hear more about that from Paul in a minute. We expect better results from the Private Brands segment in fiscal '16. Now on to more specifics by segment, I’ll ask Tom and Paul to offer their thoughts so, Tom?
Tom McGough:
Thanks Gary and good morning everyone. This is Tom McGough, President of Consumer Foods. I'll begin by highlighting that we're delivering on our plans for this year, which focused on improving share, stabilizing volume and growing profit. We planned for a year of foundation building in Consumer Foods and I’m pleased with our progress despite operating in a challenging marketplace. For the third quarter, Consumer Foods posted a 2% net sales decline with flat volume, a 1% decline in price mix and a negative 1% impact from FX. Comparable operating profit increased 5%. Importantly, we extended our shared leadership in frozen single-serve meals during the quarter, a position we first took over earlier this fiscal year. That leadership position is driven by the ongoing sales and share growth from the re-calendar single-serve meals, a brand where we've had an effective strategy and the right fundamentals, which has enabled us to invest to grow. Also within frozen we successfully restaged the P.F. Chang's brand by investing in renovating the core meal segment and introducing new appetizers and side dishes in the fall. We're seeing very good results. In the center of the store, we’re also seeing growth in PAM and Reddi-wip, again behind the right strategies and strong fundamentals with consistent investment. On Reddi-wip, we achieved an important milestone during the quarter. Reddi-wip is now the number one whipped topping outselling all frozen and refrigerated competitors. Finally Slim Jim continues to be a strong and consistent performer. We're taking share and growing sales. We're also making progress on the three big brands we've been working to stabilize this year. Chef Boyardee continues to improve growing volume year-over-year behind packaging improvements and effective promotion strategies. Healthy Choice is growing dollar share in the nutritional meals segment behind our continued focus on building Café Steamers. We’ve added a new line called Simply Steamers, which I’ll say more about in a minute. Simply Steamers is performing well and helping us to improve our margins. Finally Orville Redenbacher's is making sequential improvement by getting the fundamentals right namely simplifying the packaging graphics and improving product assortment on shelf. This is work in process as retailers will be resetting the shelves over the next several months. It is already working in those retailers who we have fully implemented the improvements. We made progress on these three brands of the first three quarters and we expect to continue -- we expect to see continued progress until fiscal '16. While this is a challenging environment, there is growth in our industry. I’d like to share a bit more about how we’re positioning our brands for the long term to capitalize on the consumer, customer and shopper trends that are driving growth. First as we shared in previous conversations, we're already redirecting resources to faster growing retail channels and that strategy is working. We're now outpacing the growth rate in Club, Dollar and Convenient channels. We will continue investing here, getting at least our fair share of growth in the stronger channel and these stronger performing channels on an ongoing basis. Second, we're addressing the consumer desire for more transparency and authenticity. You’ve heard a lot about this lately as most of our industry has acknowledged the need do more to be more relevant with today's consumer. The good news here is we’ve product lines in our portfolio that epitomize simple and wholesome like Heinz Tomatoes and many others that also fit with today’s consumer. For example, Healthy Choice, Simply Steamers is an example of that. With some straightforward packaging and ingredient changes such as moving to all natural protein and no artificial ingredients we hit the sweet spot of what consumer's desire. The initial end market performance of these entrees is a great sign of what we can do within this portfolio to resonate better with consumers. Finally, we know that when people to turn to packaged food, they expect convenience. The convenience part has been raised and we’re responding making changes easier for the consumer and shopper can mean a variety of things. Sometimes it’s about improving packaging to make it more convenient or might mean thinking about an entire product line differently like we did with P.F. Chang's. We looked at convenience from a time track shopper point of view and marketing the line of appetizers, meals and rice together as a complete meal, has had very good result so far. The takeaway here is that our Consumer Food business has strong strategies for growth. These strategies direct our resources toward the best opportunities to win and leverage our capabilities well. Before I finish my remarks on Consumer Foods, I’ll note that the comparable 5% earning profit growth, 5% operating growth shows our productivity and efficiencies are coming in strong. Our operating profit growth includes the fact that we had to deal with the hedging issue and the impact of an unfavorable foreign exchange rate. Despite those external headwinds, we grew profit largely because we managed our supply chain very well and reap the benefits of those efficiencies. Advertising expense declined approximately $20 million in the quarter. We're planning A&P to be up in the fourth quarter. In conclusion, on Consumer Foods, our game plan for the year was to grow share, stabilize volume and grow profit. We're delivering on that. I look forward to your questions in a few minutes and for now I’ll turn it over to Paul Maass for comments on the private brand and commercial segments.
Paul Maass:
Thanks Tom. Good morning everyone. I’m Paul Maass and I'll first focus on our Private Brand segment. For profits were well below a year ago amounts as we noted in our February update. We’re in a highly competitive bidding environment, seen some category softness and dealing with high input costs, specifically in pasta. We've also experienced execution shortfalls. Those factors have negatively impacted recent results and near-term expectations for volumes, pricing and margins. We've reassessed the timing and slope of recovery in our private brand segment and concluded that significant improvement in our top and bottom performance will take longer than we previously expected. We're very focused on implementing significant changes to improve execution, strength in customer relationships and improve our performance. We've made positive changes already with more to come. Those changes will continue to be implemented over the next several quarters and we expect to improve results in fiscal '16. Even with those improvements coming down the road, clearly our view of future performance is well below previous projections and expectations, which has resulted in the impairment. John will say more about the impairment in his remarks. As I look at the underlying issues in the business there are a few things that count more than others. The level of competitor fragmentation and capacity in the marketplace means that every dollar won in this business is hard fought. We know that speed and agility are hallmarks of Private Brands and are key to winning. Focusing on the distinct needs of our six business units within Private Brands is a must. For example what it takes to win in pasta is simply different from crackers and the winning priorities in crackers are different from snack nuts and so on. We're strengthening our focus and specialized capabilities and we're leveraging our scale where it makes sense. Scale is clearly a strength of ours, but that's obviously not been enough to win in the market place. Having learned some lessons the hard way, we're better equipped to have the right processes and structure to win going forward. We know too well, that the decline in this business has experienced is unacceptable and we're in the midst of stabilizing it so the business can return to growth in fiscal '16. The stabilization and turnaround plan is focused on four executional areas that we highlighted a few months back. We had just defined these focus areas then and we've accomplished a lot in three months in terms of rewiring processes and better defining our priorities. First, we're further narrowing the focus of our sales teams for deeper expertise and capability, which enables decision making closer to our customer, improve speed and reduces complexity. In the Private Brands business in particular, we see the need for simplified processes, they efficiently handle the large volume of work coming from a big number of customer specific skews. Our customers value and appreciate supplier partners. We have deep product knowledge, category by category, customer by customer. This kind of focus has worked well for us prior to acquiring Ralcorp and it can work for us again. Second, we're beginning to improve our commercialization process by eliminating bottlenecks and getting new products on shelf when our customers expect them. With such a large volume of work, we've to be extremely efficient in our responsiveness to customer request for product modifications, most notably graphics changes. We've already taken, we've started this process and we're looking forward to further improvement. Third we are establishing better and more consistent customer service capabilities. While this area has been improving for some time, we're now focusing on the aspects that make the right service levels and fill rates sustainable over time. As we consolidate our manufacturing network, we're improving our execution to ensure dependable, uninterrupted supply. As you would expect, fill rates and on-time delivery are extremely sensitive to retailers in a way that is very different within our branded business. We're talking about their products under their brand names and there is no substituting another product. So we're positioning our teams to consistently meet and exceed our customer's expectation. Fourth, we're focused on margin management. We're going at this in a number of ways including improved pricing execution to better linkage of our input cost and risk management to pricing decisions and better visibility into new product and promotional effectiveness. This allows us to leverage mix as a margin enhancer as well. Tighter and stronger connectivity among our field, our general management and our supply chain teams is key and will help us improve our margins. These improvement initiatives have begun and they will continue driving improvement starting in '16. Ultimately, these are significant changes that are intended to improve execution, strengthen our customer relationships and improve our performance. To sum up those improvement areas, these are basic foundational elements in our Private Brands business. For us to be seen as a true value added partner, we have to improve speed, agility and consistency. I want to be very clear, we’re fundamentally changing the way we operate this business to succeed in the marketplace over time and create stronger results but we realize, this will not be a quick turnaround. Now moving on to Commercial Foods, sales were 1%, compared to a year ago and comparable operating profit increased 4%. In our biggest business and the segment Lamb Weston, sales and profits were up slightly this quarter. The big news here is that we were able to drive some top and bottom line growth, despite been negatively impacted by the West Coast port labor slowdown that had a significant impact on our third quarter volume and profit. We’re pleased the port situation is resolved, but it will take a bit of time to recover from it due to the backlog of product. Business for Lamb Weston domestically is very strong. We’ve added to and diversified our customer base and we’re processing a crop that is better than last year’s, which is positively impacting our earnings delivery. Our international performance for the quarter was below a year ago due to the West Coast port slowdown despite that emerging markets are an extremely valuable part of the long-term picture. Result for other Commercial Foods businesses were above a year ago and we’re pleased with their performances. These are well run businesses with focused agendas that are consistently delivering. Outside of our segments, we continue to see good results that are classified within equity method investment earnings. Joint ventures are a very important component of our Commercial Foods businesses and we’re pleased with the strong results from our joint ventures this quarter and fiscal year. With that I’ll turn the call back over to Gary.
Gary Rodkin:
Thanks John, and Paul. As you can see, there are bright spots within the company. And it’s important not to lose sight of the fact that our overall effectiveness and efficiency work is doing what it is supposed to. This is taking place throughout ConAgra Foods and is producing the SG&A savings and productivity we envisioned, which of course plays a big role in our company’s broader goals. Importantly, the execution related initiatives underway in Private Brands will help us stabilize and grow over time. Our most recent results have been weighted down by our Private Brands performance. But when I take a step back, I’m extremely pleased to see the progress our team has made over the last decade. The long-term view shows, we made good progress transforming ConAgra Foods' into a true operating company with an engaged culture. All of that also tells us that we’re in a position to profitably grow on a sustainable basis over the years ahead. Getting ConAgra Foods to this point has required significant energy and dedication from thousands of people inside the company. I want to thank my team, including all ConAgra Foods employees for all of the sweat equity, talent and perseverance they’ve devoted to ConAgra Foods. It means a lot to me personally and to all of our stakeholders and it's why the company is set up well for the future. I also want to thank you and the rest of the investment community for the interest you had in our company during my tenure here. I’ve appreciated our interactions and your feedback throughout the years and I wish you all the best. I've truly enjoyed the candid dialogue, the challenges and good exchange of ideas that I’m sure will continue with Sean. And with that, I’ll turn the call over to John for some additional detail.
John Gehring:
Thank you Gary and good morning everyone. I have several topics to cover this morning. I’ll start with some comments on our fiscal third quarter performance including the additional impairment charge in our Private Brand segment this quarter. Next I’ll cover comparability matters, then on to cash flow, capital and balance sheet items and finally I’ll provide some comments on our outlook for the balance of the fiscal year. Let’s start with our performance. Overall the fiscal third quarter comparable results were better than our revised expectations, reflecting a strong close to the quarter in our Consumer Foods and Commercial Food segments and lower tax rate. But also continuing challenges in our Private Brand segment. Before I cover some of the details, I would remind everyone that the results of the ConAgra meals business prior to the formation of the Ardent Mills joint venture in the first fiscal quarter are reflected as discontinued operations. And our share of earnings from our 44% interest in Ardent Mills is included in equity method investment earnings. For the fiscal third quarter, we reported net sales of $3.9 billion, about 2% below the year ago quarter. We reported a loss per share from continuing operations of $2.23 versus earnings of $0.52 per share in the year ago period. The sharp decline in reported EPS was driven by a non-cash impairment charge that I will say more about in a few minutes. Adjusting for items impacting comparability, fully diluted earnings per share were $0.59, about 5% below comparable year ago amounts, principally reflecting weaker performance in our Private Brands segment and higher corporate expenses, offset by stronger performance in our Consumer Foods and Commercial Foods segments. The fiscal third quarter comparable earnings include approximately $28 million of losses related to certain index hedges. Due to changes in correlations among commodities and these hedges, the company changes its method or recognizing the related mark-to-market amounts. As such, the company has recognized approximately $28 million of expense directly to its operating segments this quarter. Without this change in methodology, most of that expense would have been temporarily classified within unallocated corporate expense and recognized within segment results over the next few quarters. The $28 million of expense is not identified as an item impacting comparability. Now I'll share a few comments on our segment performance. Starting with our Consumer Foods segment, where net sales were approximately $1.8 billion, down about 2% from the year ago period, reflecting flat volume, a 1% decline in price mix and a 1% negative impact from foreign exchange. Our Consumer Foods segment operating profit adjusted for items impacting comparability was $282 million or up about 5% from the year ago period. The operating profit reflects the improving volume trends and lower marketing and SG&A costs. Gross margins were down slightly as the benefits of pricing, mix improvement and cost savings were offset by a mark-to-market on the aforementioned index hedge derivatives of approximately $21 million. Foreign exchange had a negative impact of $17 million on net sales and about $8 million on operating profit for the segment for this fiscal quarter. Our Consumer Foods supply chain cost reduction programs continue to yield good results. This quarter, cost savings were approximately $70 million and largely offset inflation of about 4%. Inflation was driven by cost increases on certain inputs, particularly proteins. On marketing, Consumer Foods advertising and promotion expense for the quarter was $81 million, down about 20% from the prior year quarter, due in part to changes in timing between the third and fourth quarters. In our Commercial Foods segment, net sales were approximately $1 billion or up about 1% from the prior year quarter. Results were driven by a 2% volume increase, primarily reflecting the increased domestic sales in our potato business. The Commercial Foods segment's operating profit was $145 million or 4% above the comparable operating profit in the year ago period. The operating profit increase principally reflects the benefits from increased domestic volumes and the improved quality crop in Lamb Weston, offset by lower international volumes including the impacts from the West Coast port labor dispute. Our Private Brands segment delivered net sales for the quarter of $1 billion, down about 5% from the prior year quarter driven by a 7% volume decline, resulting from execution shortfalls and pressures from both branded and private branded competitors. Operating profit excluding items impacting comparability was approximately $37 million, down 44% from the prior year quarter. This decline reflects the weak volume performance and margin compression driven by supply chain execution challenges and lower overhead absorption. The performance and our outlook for the balance of the fiscal year also reflect additional margin pressures from rapid increases in several key commodity inputs particularly tree nuts and durum wheat. Given the segment's recent poor performance and continued execution challenges, particularly the issues that we experienced over the last fiscal quarter, we have reassessed the nature and extent of the executional challenges across all elements of this segment as well as our estimates of how long it will take for our recovery plan to positively impact the financial performance of the businesses in this segment. Due to the significant shortfall in the profit and cash flow performance in our private brand segment and our significantly lower expectations relative to the timing of improvement and cash flows in this segment over the next several years, we have updated our goodwill impairment analysis. As a result, we recorded non-cash impairment charges of approximately $1.3 billion or $1.2 billion after-tax. These charges are principally related to the impairment of goodwill, but also includes some small impairment charges related to certain brand or trademark assets in the Private Brands segment. The additional impairment is driven by the significant change in our performance outlook and reflects the fact that the underlying discounted cash flow valuation models are very sensitive to changes in near term cash flow and growth assumptions. Notwithstanding the setbacks in our Private Brand segment this year, we continue to believe that we will see improvement in the margin structure of this business going forward as we improve our execution, especially related to customer service, pricing and margin management and as we complete supply chain initiatives that are driving some higher costs in the near-term. Moving on to corporate expenses, for the quarter, corporate expenses were approximately $50 million. Adjusting for items impacting comparability, corporate expenses were $51 million versus $29 million in the year ago quarter. The increase versus last year's third quarter reflects a shift in timing between quarters for some expenses and higher benefit and incentive accruals this year. Equity method investment earnings were higher this quarter due to the addition of earnings from the Ardent Mills joint venture. Next, I'll move on to items impacting comparability. Overall we have approximately $2.82 per diluted share of net expense and the quarter's reported EPS related to several items. As previously discussed, we recorded $1.3 billion or $2.81 per share of non-cash charges related to goodwill and other intangible impairments in our Private Brand segment. On hedging for the fiscal third quarter, the net hedging gain included in corporate expenses was approximately $6 million or $0.01 per share. Next, we recorded approximately $22 million or $0.03 per share of net expense related to integration and restructuring costs. Also in the fiscal third quarter, we recognized a tax benefit of $3 million or approximately $0.01 per share related to favorable adjustments of prior year federal income tax credits. As a housekeeping detail, I will point out that our comparable EPS of $0.59 excludes the $0.01 benefit to GAAP EPS resulting from their requirement to use weighted average basic outstanding shares to calculate EPS when there is a loss. Now I'll cover my third topic, cash flow, capital and balance sheet items. First, we ended the quarter with $137 million of cash on hand and $436 million in outstanding commercial paper borrowings. We're targeting operating cash flows of approximately $1.55 billion for fiscal 2015, down modestly from our previous estimate, due in part to higher projected yearend inventory levels related to certain crop based inputs and higher cost for certain raw material inventories. We still expect to have ample cash to achieve our fiscal 2015 debt repayment target. On capital expenditures, for the quarter, we had capital expenditures of $116 million versus $133 million in the prior year quarter. And for the full fiscal year, we now expect CapEx to be in the range of $500, somewhat lower than our previous estimate. Net interest expense was $80 million in the fiscal third quarter versus $95 million in the year ago quarter. Dividends for this fiscal quarter were $107 million versus $105 million in the year ago quarter. On capital allocation as we have previously noted, our capital allocation priority through fiscal year 2015 will be the repayment of debt. By the end of fiscal 2015, we expect to have repaid around $2 billion of debt since the Ralcorp acquisition, including $1 billion this fiscal year. We have repaid slightly over $600 million to date this year including $500 million from proceeds related to the Ardent Mills transaction. We remain committed to a strong dividend and intend to maintain our current annual dividend rate at $1 per share as we de-lever. While we continue to limit our share repurchases, this quarter we did repurchase about 38 million shares -- $38 million of shares. And, while we expect limited acquisition activity in the near-term, we will continue to evaluate investments to strengthen our performance. As we enter fiscal 2016 with a stronger balance sheet, we expect to have more flexibility in our capital allocation to consider dividend increases, share repurchases and additional growth investments in addition to debt repayment. This quarter, we did announce plans to add production capacity to support growth in our Lamb Weston/Meijer joint venture in Europe. This expansion will not require a capital contribution from the partners as it will be financed by the joint venture. Now I’d like to provide a brief update on our fiscal 2015 outlook. For fiscal 2015, we now expect diluted earnings per share, adjusted for items impacting comparability to be in the range of $2.15 to $2.19 per share. This is slightly higher than our recent estimate as we have passed along some of our third quarter over delivery that was made possible by a lower tax rate. Our current full year guidance reflects our view of several key performance factors, including the following, continued good execution in our Consumer Foods and Commercial Food segment. In our Private Brand segment, we expect volumes and profits to be down year-over-year reflecting the challenges we have discussed and our reassessment of the timing and pace of improvements in volume and operating margins in this business. We also continue to expect higher equity method investment earnings due to the contribution from Ardent Mills. As a reminder, while we’re off to a good start and remain confident that over time Ardent Mills will be accretive to our earnings, there is about $0.08 of EPS dilution included in our fiscal 2015 outlook. Equity method investment earnings in total are expected to be in the range of $120 million for the full fiscal year. Overall while we still have more work to improve the performance in our Private Brand segment, we have made good progress against key initiatives in many areas of our business in fiscal 2015, including Consumer Foods, Commercial Foods, corporate and SG&A expense control and our Ardent Mills joint venture. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Gary and I along with Tom McGough and Paul Maass will be happy to take your questions. I’ll now turn it back to the operator to begin the Q&A portion of our session. Operator.
Operator:
Thank you. [Operator Instructions] And it looks like we’ll take our first question from Andrew Lazar with Barclays Capital.
Andrew Lazar:
Good morning, everyone.
Gary Rodkin:
Good morning, Andrew.
John Gehring:
Good morning, Andrew.
Andrew Lazar:
Welcome Sean, great to hear from you again and Gary, really wishing you all the best moving forward.
Sean Connolly:
Thank you.
Andrew Lazar:
I guess there are two questions from me if I could. First Sean, this may not be a question you’re prepared to answer really just yet, but you’ll tell me if that’s the case, I guess if we had asked you and maybe prior roles that you had in food, Cannibal, Hillshire and such realizing this may ultimately be a very different outcome as it relates specifically to ConAgra. Trying to get a sense of what would your thoughts have been regarding sort of the marriage if you will of Private Label and Brands under the same roof, because there’s still obviously quite a bit of investor skepticism around the pairing and then I just got a follow-up?
Sean Connolly:
Well I appreciate the question Andrew and I appreciate that you all have many questions for me about how we’re going to create value going forward, clearly being just a few weeks in to ConAgra Foods here, I am in the early days of learning and I’ve got a lot more work to do. So I’m not in a position today to give you the kind of perspective that you’re seeking but I do look forward to engaging with you down the road and sharing that perspective because I’ll have it. For now, just know that I do see tremendous opportunity to create value here at ConAgra Foods and I’m really happy to be part of the team.
Andrew Lazar:
Got it, understood and then Paul, I realize ConAgra won’t give full year sort of '16 guidance really until next quarter. The Private Brands margin I think around 3.7% was maybe the lowest since ConAgra’s owned it. Are we able to say maybe at this stage though that this is sort of a bottom on margins for this unit or giving visibility is still sufficiently murky that we can’t quite say that yet as we think out to 2016 specifically in Private Brands. Thanks very much.
Paul Maass:
You bet, yeah I would say yeah we’re clearly disappointed with where we’re at and we do intend to deliver profit growth in '16 and that’s what we’re all focused on doing.
Andrew Lazar:
Thank you.
Paul Maass:
You bet.
Operator:
We’ll move now to David Driscoll with Citigroup.
David Driscoll:
Thank you and good morning.
Gary Rodkin:
Good morning David.
John Gehring:
Good morning, David.
David Driscoll:
Gary, thanks for everything, I really appreciate it and good luck with your retirement and future activities and Sean, welcome back.
Sean Connolly:
Thanks David.
Gary Rodkin:
Thank you.
David Driscoll:
So guys way kind of a game changing event yesterday with Kraft and Heinz and Gary, Sean I don’t know what you want to comment or not but Gary, gosh you’ve been at this a long time. You started at ConAgra, was a decentralized structure, your first action was to turn ConAgra into I think the annual report said one turn, it into one entity. I feel like the ZBB actions and the elimination of so much internal cost structure as executed by Heinz, 3G and others is astounding. The numbers yesterday just blew everybody away in terms of the kind of value creation and the stock kind of proved it. Gary, how do you respond to kind of the cost cutting efforts that the company has taken so far and why aren’t there just dramatically larger efforts that ConAgra could employ just given the size of the entity and again from where you started when it was decentralized to then it kind of comes together in this one unit, it feels like we’re going the other way with ZBB right now, I hope that was somewhat clear?
Gary Rodkin:
Yeah David understood and you know from a lot of the discussions we’ve had in the past and from the results that we have generated pretty significant savings from our supply chain and SG&A functions year-after-year and the continuous improvement in efficiencies of our operations as well alive for us. So I think we’ve been at that for long time, put a lot of points on the Board and I expect that future will hold the same.
David Driscoll:
John, can you make any comments here even from your past experiences?
John Gehring:
Well in principle, I don’t comment on other companies in our industry. So I’m sure you understand I know we’ve a lot to add here. I just I think for those of you know me, you know I’m a big believer in a lean enterprise because that ultimately creates a strong bottom line and fuel for growth and I think that’s just a philosophical view, beyond that, I don't have a lot to add.
David Driscoll:
Okay, well look forward to your more detailed comments later on. Thanks everyone.
Gary Rodkin:
Thank you, David.
Operator:
We’ll move now to Jonathan Feeney with Athlos Research.
Jonathan Feeney:
Good morning thanks very much.
Gary Rodkin:
Good morning.
Jonathan Feeney:
I know -- kind of a detail-ish question but we haven’t talked about synergies for a while with the Private Brands business, but in light you did mention that you changed some assumptions, which kind of triggered this write down this morning. And I’m wondering I think we’ve last heard about synergies in the $300 million range by 2017, I think that was about 18 months ago and correct me if I’m wrong about that. Do you -- did those assumptions change as part of the write down and can you give us a rough sense where in the segment reporting those synergies would tend to sit at this point. Thank you.
John Gehring:
Yeah Jonathan this is John Gehring. I will cover that. First of all I would say we have been delivering the synergies that we set out to deliver, obviously we’re not getting those to the bottom line and obvious what that implies is that just our base business execution has deteriorated. And that’s what’s really I think reflected in the impairment and how long it’s going to take us to turn that around. So I think we still are on track to drive out the cost and probably as we started out, we said about two-thirds or three quarters of that was going to be in the COGS area and supply chain and that’s still the case and awful lot of that is being realized in procurement areas. So I’d say we’ve made good progress on the SG&A. We continue to make good progress in supply chain, but we’ve got to get the base business stabilized so that more of those synergies drop to the bottom line.
Jonathan Feeney:
Thank you. John. I'll just follow-up though. I’m trying to understand what segment kind of the Private Brand, Consumer, Commercial how would those synergies split? Are they overwhelmingly or even across the three?
John Gehring:
I would say, the lion's share of them is still sitting in Private Brands, but -- and I don’t have the number in front of me. The consumer has benefited over the last couple of years from some of the scale, particularly in the procurement areas, but I would say probably two-thirds are still sitting in the Private Brands area.
Q – Jonathan Feeney:
Great thank you. And if I can just get one last question in for Gary before and Gary thanks for everything, I guess as you look back over the past 10 years and just philosophically, with gross margin being a trade-off between pushing for market share and price and water changes in commodities over that time. From the time that you joined 10 years, my guess is you had a vision of growing gross margin may be a little bit more so than has happened. Can you comment about why shouldn’t and forget about the Private Brand side of the business, just the branded side of the business carry higher gross margins at ConAgra and what were some of the surprises maybe on road to that, that maybe give us some learnings about the job that John faces.
Gary Rodkin:
Yes. I think that’s a good question Jonathan and we're always looking to improve our margin structure. We had a spell I can think off three or four years of very dramatic inflation that was tough for all of us to manage through, but I think the balance between driving for productivity on the supply chain side as well as SG&A has served us well. And I think to Sean's earlier comment, operating in a lean fashion is what's really required in an industry that frankly is not a high growth industry. It’s one which is a very large landscape and we have to battle for share. So I am pleased that we've been able to certainly recently start to make some forward progress on the share front, but it's always going to be a balance, but continuing down the productivity front is really important because that's what gives the fuel to grow.
Operator:
We'll move now to Ken Goldman with JPMorgan.
Ken Goldman:
Gary best wishes from me as well and Sean welcome back. I have a question and a follow-up if I can. ConAgra is trying to turn around Private Brands for many quarters now I think by the company’s own words haven’t necessarily been successful yet. So how do we get confidence that this latest effort will finally I guess be the one that solves the riddle, right? I am sure we can see you are talking about some legitimate changes being made, but I am an outsider and I hear that one of the key differences will be faster graphic changes on packages, I’ll be honest that doesn’t really excite me that much. So any color there would be helpful.
Gary Rodkin:
Yes. Let me start by saying clearly we're not where we want to be with the Private Brand business. It's obviously been a disappointing for all of us here at ConAgra. This has been more difficult and taken longer than we anticipated and plan. However, I think we all firmly believe we can improve our performance by focusing on what we can control, which is our execution and we are firmly committed to making those necessary changes. So a little more colorful Paul.
Paul Maass:
Yes Kenneth bottom line, we do need to improve our own execution. You're kind of asking what do we really mean by that and simply put, I would say we are changing the way we're running the business, focusing on the four areas that I described in the formal comments. Narrow product focus with deep expertise in each business, improving commercialization speed, consistently meeting our customers service expectation and most importantly expanding our margins. These are basic things that are required to win in Private Brands. And I think it's really important we stay really close to our customers. They've giving us plenty of actionable feedback regarding kind of what we're doing right and what we're doing wrong. We've been really granular in our assessment and we have a clear understanding of the root causes of the challenges and we're committed at executing all these changes in the whole overall turnaround effort. So I appreciate what you're saying, but I just reiterate that we're committed to it and we have confidence we will grow profits in '16.
Ken Goldman:
I’ll just let it go there. I realize we're running a little long. I appreciate it guys.
Gary Rodkin:
Thanks Ken.
John Gehring:
Thanks Ken.
Operator:
Our next question comes from Eric Katzman with Deutsche Bank.
Eric Katzman:
Hi. Good morning everybody.
Gary Rodkin:
Good morning, Eric.
Eric Katzman:
Gary, it's been a pleasure. Sean welcome back. So I guess just a quick detailed question, with the impairment, should goodwill expense be significantly lower? I guess it's been running since the transaction is like call it $100 million to $110 million is that going to switch to being much lower now?
Sean Connolly:
No Eric actually the impairment of goodwill, goodwill is not an asset that we amortize. So really the impairment is going to have a very little impact if any on our amortization expense going forward.
Eric Katzman:
Okay. I'll follow-up and then I guess maybe Gary and Sean you could both address this kind of more of an industry question. Some of the other companies have recently talked about seeing somewhat better category trends sequentially and I’m just kind of as you kind of look at the last couple of months, are you seeing it and what do you attribute it to better macro or the industry starting to get the product lines better aligned with the changing consumer and I understand it’s modest but we’re certainly all hoping it happens.
Sean Connolly:
Eric, I would just start by telling you we see it clearly on the away from home side and you know that we’ve got a very large scale advantaged food service business anchored by Lamb Weston and we are clearly seeing that happen here in North America, on the consumer front Tom you’re seeing what?
Tom McGough:
Yes generally speaking as we look forward we see it to be an industry with nominal growth that's primarily defined as a market share battle and our focus is on the things that we can control fixing the fundamentals within our portfolio, investing in our businesses. While there are some macro things that we believe should provide some tailwinds lapping the snap reductions, certainly lower gasoline prices ultimately provide additional income. We’re not really counting on those to be a part, we're really focused on the things that we can control and we’ve made very good progress in building our share in very big and important categories.
Operator:
Thank you. We will move now to Alexia Howard with Sanford Bernstein.
Alexia Howard:
Good morning, everyone.
Gary Rodkin:
Good morning, Alexia.
Sean Connolly:
Good morning, Alexia.
Alexia Howard:
So Gary it’s been great working with you and Sean definitely welcome back again. So just one question there was some discussion earlier about the improvement from the innovation that you’re seeing in Chef Boyardee, Orville Redenbacher, Healthy Choice, and I remember about a year ago, Gary was seeing we've been trying to recruit new consumers into those brands and it's just proving a bit challenging. How are you measuring the return on investment in those innovation and product developments in that, how can you be sure that the money that you're turning into the brands now is really going to drive value creation as the time. Thank you and I will pass it.
Tom McGough:
Alexia this is Tom McGough and I feel -- let me frame up the answer to your question around this. Fundamentally we believe in brand building and we build brands and we believe that that's best done when brands are what we call ANP ready. Clear consumer insights and effective strategy to win in the marketplace and solid fundamentals in the business and we're investing in those brands that are ANP ready. Brands like Marie Callender, Reddi-wip, Hunt, Slim Jim are just a few and we see the impact from those. As I’ve talked about formally, we've captured the number one share in our largest single category which is frozen single served meals and even on a brand like Reddi-wip, we now claim the category lead not only in refrigerated, but also in frozen. So we see a real impact, real return when we invest behind the brands that are ENP ready. Those businesses that you highlighted were businesses that we had to do some work to get them to be ready to make further investments. We focused on the fundamentals. We’ve stabilized and we've been growing some of those businesses and throughout this year we focused on the insights, the strategy, the fundamentals. As we move into our fourth quarter and into FY '16 we have more brands that are ANP ready. Our ANP in Q4 will be up and we expect to invest more in FY '16. So this has been a foundational year getting those right. We see impact when we have those factors all lined up and that's our general approach of how we make investments in our portfolio.
Operator:
Thank you. We'll move now to Akshay Jagdale with KeyBanc.
Akshay Jagdale:
Good morning and good luck Gary and welcome back Sean. So my question is for Sean and so one way to look at your fit with ConAgra or something that investors have talked about is you obviously have a very, very strong branded background. But on the Private Label side perhaps not as much. Can you just talk about from your perspective why this role is a good fit for you personally and perhaps maybe comment on the fact that you haven’t had as much experience in Private Brands and why that shouldn’t really matter in this case?
Sean Connolly:
Well Akshay I think you know I've been doing this for about 23, 24 years now and over that time I have managed all sorts of businesses from branded businesses to commercial businesses and private branding businesses. So I’m very comfortable here at ConAgra Foods with the businesses we’ve got. It's very familiar to me and that's why I am enjoying myself now going deep on each and every aspect of our operations. So I can get back to you all in the coming months with an assessment of what I see. What I can tell you with conviction is I am here at ConAgra Foods because I see a tremendous opportunity to create a lot of value over time. We have tremendously strong assets and we have got a highly motivated team. So overall, I am very excited to be here and I think we can put some points on the Board.
Operator:
We'll take our next question from Credit Suisse’s Rob Moskow.
Robert Moskow:
Hi thank you and best wishes Gary and good luck Sean. So my question actually is for John Gehring, when I saw the release today and the comments that all three business units delivered results just a little bit better than you thought, when you did your preannouncement. I guess it’s good, but it was only two weeks left in the quarter, when you had your profit warning. And it's just strange to see all three units doing better than you thought with so little time left in the quarter and for Sean to execute the visibility into the operations is going to have to be good, the systems are going to have to be good. So maybe you can just give us a little more color on what changed in those two weeks that surprised you on the upside, thanks.
John Gehring:
Yes I appreciate the question Robert, Obviously day in, day out we're trying to forecast our business as best we can. And I don’t want to quibble with the timeframes. I would just note that we had not yet closed the third period of the quarter which is also the biggest period of the quarter. So the timing of the release versus the date of the information we have is a little bit off, but nonetheless, I think the things I would point to is first of all about $0.02 to $0.03 of the over-delivery was driven by the lower tax rate and that’s just really a function of in the third quarter at the end of the third quarter every year we reconcile our prior year provision to the actually final tax return. That's just something that happens late in the quarter. So we're unable to predict that until we get through the work. So that is probably $0.02 to $0.03 of it. I think the other piece is we're really in the consumer business again the last period of the quarter was the biggest and it finished stronger. And then I would say the other element is in the commercial business in Lamb Weston in particular. Their domestic volumes came in strong, but I would say they also had a little bit of upside in terms of what we're assuming around the port issue on how much throughput we would get which has obviously been a challenging thing to predict over time. So we clearly are working every day to get tighter on our ability to forecast the business, but we did have a few things come to us for the last month of the quarter that created a little bit of volatility.
Operator:
Thank you. We'll take our next question from Bryan Spillane with Bank of America.
Bryan Spillane:
Hey good morning. Thanks for taking the question and best to both you Gary and Sean. Hey John, just a question for you, free cash flow or cash from operations guidance is down a little bit, but I guess if I did the math right, you got to generate about $800 million or so of cash from operations in the fourth quarter, which is a lot higher than the fourth quarter last year and I think looking back even most fourth quarters over the last 20 years. So can you just talk a little bit about some of the moving parts in 4Q that get us to that cash from operations? Are there any, I don't know, I guess sort of discrete or one-time items that help it and just try to get a shape for whether or not we can forecast a similar number for next year or whether, whether or not there are some one-time things that are helping this year, thanks?
John Gehring:
Yes, I will, we'll obviously get to next year at a different time. Clearly we -- our fourth quarter is always a very strong quarter of cash generation. I would, without having a lot of details in front of me, clearly our inventory levels are much higher going into fourth quarter and while we expect them to still be higher at the end of the fourth quarter, the amount of the inventory will liquidate over the fourth quarter is going to be higher this year. I also think if you look at probably our accounts payable and some of the accruals, I would expect that we will have more progress and contribution from those in the fourth quarter as well as I also believe our tax payments year-over-year are going to look different also. So there are a number of moving pieces there within the pieces outside of earnings, but again I would remind everybody that we've typically had very strong cash generation in the fourth quarter.
Operator:
And this does conclude our question-and-answer session. Mr. Klinefelter, I’ll hand the conference back to you for final or closing remarks.
Chris Klinefelter:
Thank you. Well just as a reminder, this conference is being recorded and will be archived on the web as detailed in our news release and as always we're available for discussions. Thank you very much for your interest in ConAgra Foods.
Operator:
This concludes today’s ConAgra Foods third quarter earnings conference call. Thank you again for attending and have a good day.
Executives:
Gary Rodkin - CEO John Gehring - CFO Chris Klinefelter - VP, IR Tom McGough - President, Consumer Foods Paul Maass - President, Private Brands and Commercial Foods
Analysts:
Andrew Lazar - Barclays Capital David Driscoll - Citigroup Eric Katzman - Deutsche Bank Alexia Howard - Sanford Bernstein Chris Growe - Stifel Nicolaus Lubi Kutua - KeyBanc Capital Markets Robert Moskow - Credit Suisse
Operator:
Good morning and welcome to today’s ConAgra Foods Second Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan and I will be your conference facilitator. All audience lines are currently in a listen-only mode. However, our speakers’ will address your questions at the end of the presentation during the formal question-and-answer session. At this time, I'd like to introduce your host for today's program, Gary Rodkin, Chief Executive Officer of ConAgra Foods. Please go ahead, Mr. Rodkin.
Gary Rodkin:
Good morning. Happy holidays and welcome to our second quarter earnings call. Thanks for joining us today. I’m Gary Rodkin here with John Gehring our CFO and Chris Klinefelter VP of Investor Relations. Before we get started Chris has a few words.
Chris Klinefelter:
Good morning. During today's remarks, we will make some forward-looking statements and while we’re making those statements in good faith and are confident about our Company's direction, we do not have any guarantee about the results that we will achieve. So if you would like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I'll refer you to the documents we filed with the SEC, which includes cautionary language. Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found in either the earnings press release, the Q&A or on our Web site. Now I'll turn it back over to Gary.
Gary Rodkin:
Thanks Chris. Our second quarter comparable EPS was $0.61, about where we expected to be when we gave our guidance. Keep in mind last year’s second quarter was our strongest for the last fiscal year. We saw good profit performances in both Consumer Foods and Commercial Foods this quarter. Our Private Brands segment performance is clearly not up to our expectations. We now expect recovery for this segment to take longer than originally planned and I’ll say more about all of that in a minute. Overall, we’re confident that we’re strengthening the foundation of our Company. This year was designed to deliver stabilization and recovery and on balance, that’s happening. The Consumer Foods brands with the biggest improvement opportunities are responding favorably. In our Commercial Foods segment, we’re gaining new business domestically and across the Company, we’re highly focused on a more efficient organization at all levels. We expect to meet our EPS commitment this fiscal year, despite the fact that Private Brands will be down for the year. Now I’ll offer more insight into each of our segments. Consumer Foods posted a 2% net sales decline, with volume and price mix both down one point, comparable profit increased 7%. We’re executing according to our plan which calls for a better share improvement, growth in specific faster growing retail channels and stabilization of those few big important brands where we’ve been struggling. We plan for fiscal ’15 to be a year of foundation building and it is. We’re making good progress particularly in light of the challenges everyone is experiencing in the marketplace. By focusing on where we can get growth, faster growing channels and retail fundamentals to be specific, we’re directing our resources toward our best opportunities for wins. In terms of domestic share gains one example is in frozen single-serve meals. Earlier this year, we achieved the number one dollar share position in frozen single-serve meals and we’ve maintained it. Despite the challenges of the category, this is a large and profitable section of the store and very meaningful to retail customers. And we plan to leverage our critical mass and expertise to continue leading the category and help retailers grow. Marie Callender's continues to perform well with a long-term success story that just keeps getting better. We grew net sales, share and volume during Q2 in single-serve meals and took share in multi-serve meals. I’ll highlight a brand we haven't talked much about yet in frozen multi-serve. The P.F. Chang's Home Menu is an acquisition we made a couple of years ago. We renovated the product line this year, restaging it into the marketplace during Q2 with improved packaging and pricing strategy. The line now features all the components of a bundled complete meal including appetizers, entrées and rice. We’re seeing very strong early results. Now I want to share results and what we’ve called our fixed and grow brands, meaning Chef Boyardee, Healthy Choice, Orville Redenbacher's. We’re stabilizing these brands with a focus on what we call perfect at retail, meaning the basics, pricing, packaging, promotion and placement. Starting with Chef Boyardee, this brand is really turning around for us. It posted volume growth during the quarter, as well as dollar sales increases and share gains. Admittedly, that's on an easy comparison given our issues last fiscal year, but we feel good about the fundamental corrections we've made. Consumers have responded very positively to the return of the easy open lid and retail customers are supporting the brand with good in0store displays. This is a big brand with strong marketplace equity and residence and we’re not letting up on the continuous improvement work here. In regard to Healthy Choice, as you know from our past comments, we’re emphasizing the Café Steamers line at Healthy Choice because it continues to have significant growth potential. It's truly differentiated with proprietary tray-in-tray technology that makes for a great tasting product. As part of expanding this line, we shaped Healthy Choice simply Café Steamers in Q2, which are made with nothing artificial and contain 100% natural white-meat chicken. Entrées such as lemon herb chicken leverage of the steamy technique for a fresh and crisp taste, and while it's early for these entrées, initial results are encouraging. We are now beginning to lap some of the assortment pruning we did last year on slower selling sub lines and as we continue to do that, we expect to see ongoing sequential improvement in Healthy Choice. On Orville Redenbacher's, we’re starting to see positive developments. We've simplified and streamlined flavor assortment and assume we’ll have an on-shelf presence that’s designed to have more impact. Packaging changes that improve retail visibility will go into market in January in-time for the Super Bowl. Changing the graphics might seem simple, but we’re confident it will be meaningful and positive. When we made a similar change in ACT II Popcorn late last year, double-digit sales growth followed. We’re also encouraged by early results for Orville Redenbacher's Skinnygirl varieties. We have other areas of strength in the Consumer Foods portfolio involving sound margin management and strong consumer demand. For example Slim Jim, RoTel and Reddi-Wip, all grew volume in Q2 even while we took price to better reflect rising commodity input costs. Good execution on pricing plus strong acuities with good consumer demand built overtime are helping the Consumer Foods results. Our intensified focus on Club, Dollar and Convenient stores continues to accelerate. As you know, these retail outlets are growing faster than traditional grocers and we’re now taking share within these channels. We have a lot more opportunity here as we look forward. We’re securing distribution for brands like Hunt's and Reddi-Wip in Club and Peter Pan in Dollar stores as we speak. We’re aligning our innovation with the formats and offering these outlets need and that's an important part of our growth. Our ability to customize products, packaging and brands for these retailers is vital and we've had good success. This is a testament to what we can do when we’re clear about our objectives. We harnessed our resources and focus. Before I finish my remarks on Consumer Foods I’ll will note that the comparable 7% operating profit growth showed that productivity and efficiencies are coming in strong. Inflation, which is significant on proteins, is manageable overall. We do expect to have FX headwinds to deal with, which means we’ll need to continue to be as effective and efficient as possible. We continue to drive being perfect at retail, making sure every promotion dollar and advertising dollar works as hard as possible and with a good balance between the two. We’re being more efficient with our investments and ensuring that they are truly value-add. Now I’ll turn my focus to the Private Brands segment. Profits were below a year ago amounts and a meaningful portion of that is due to the pricing concessions we made last year that we haven't yet lapped. We were expecting that part of the decline. But sales were weak during the quarter. Volume was down 6%, largely because our customers have put a lot of business out to bid and our competitors are responding aggressively. It is a clearly a fight for share going on in the food industry and in some categories, the battle includes branded players as well as Private Brands. We’re experiencing some cost spikes in specific commodities which are impacting profitability in the short-term. Pricing initiative is underway, should help pass on the higher commodity costs overtime. Regarding the rest of this fiscal year, we had originally expected modest profit growth in fiscal '15. Right after further evaluation we’ve revised our outlook. This outlook better reflects the continuing competitive pressures, the impact of the commodity cost increases, the extended time needed to achieve the cost benefits from our network optimization and in general, the overall timeline we needed to make sustainable improvements in how we operate this segment. The Private Brands’ segment profit will be down in fiscal '15. Results should significantly improve in fiscal '16, when we expect the business to recover and start growing. Improvement largely boils down to execution. This is the transformative undertaking to create scale in Private Brands and it’s been more complex and required more time than we originally expected. We’ve learned a lot, but there’s still more fundamental work to do. While the environment is definitely very challenging, our issues are primarily our own execution and they are fixable. We clearly understand that we need to change how we operate this business, so that we consistently meet and exceed our customers’ expectations and build stronger Private Brand partnerships. When that happens, we’ll see improved and more consistent business performance in Private Brands. Our turnaround plan is focused on several areas of our overall execution. First, we’re working hard to increase our customer responsiveness and speed. Some of this is just the basics like getting packaging graphics done faster. Second, we’re intent on improving our commercialization processes by eliminating bottlenecks and getting new products on shelf when the customer expects them. Third, we’re establishing better service levels for customers, that includes things like fill rates, and on-time delivery realizing that each customer has different requirements and we need to meet those expectations. And fourth, we’re building better connection between sales and the supply chain to optimize margin management. That will enable us to for example be more responsive to commodity moves. To sum up those improvement areas, we need to become the true value-added partner that we know we are capable of being and we have to earn our right to be seen that way. We have deep convictions that we’ll get there. When we do, that will mean less business put out to bid, more value-added innovation opportunities, better category management to drive velocities and much improved absorption in our plans, overall a much better top and bottom-line performance. This will take time, the work going on now isn’t an immediate impact on our end-market performance, but we have a great deal of focus, energy and resources pointed squarely on improvement and we expect to start reaping the rewards of our efforts in fiscal '16. We remain committed to our long-term strategic vision for Private Brands. The marketplace tells us that the fundamental appeal of Private Brands to consumers is real and the strategic importance and profitability of Private Brands to our customers is real. And we know we can add value in a scaled way given our infrastructure. Realizing our vision will take more time, but we will make it happen. Moving on to Commercial Foods. Sales were up 2% over year ago amounts and comparable operating profit increased 8% versus year ago. In our biggest business in this segment, Lamb Weston sales and profits were up this quarter. We’ve added customers domestically and moved into a potato crop that is more efficient for processing, positively impacting our earnings delivery. We’ve continued to diversify and strengthen our customer base, gaining share domestically and adding assets internationally, which bodes well for long-term growth. Some of our key international customers have faced slowdowns in their business due to a food safety issue from a meat supplier in Asia. But we view that as temporary, results for the other Commercial Foods businesses were in line with the year ago and they’re poised to deliver solid performance in the back half of the year. For those of you who may not have seen the announcement a few months back, we’re now up and running with the Chinese potato processor we acquired during Q1, giving us the ability to serve our customers in this market with local production, which will play an important role in expanding our business in that market overtime. And before I leave the Commercial Foods segment, it’s worth mentioning that the Longshoremen's labor situation on the West Coast is impacting international shipments. It’s been mildly disruptive to-date and we hope it’s resolved soon, but it could be more of an issue as the year progresses. We will keep you posted. Outside of our segments many of you know we have some very good businesses classified within equity method investment earnings. For example Lamb Weston/Meijer, a large joint venture between ConAgra Foods, Lamb Weston and Netherlands based Meijer Frozen Foods, recently announced plans to expand its frozen potato facility in Bergen Op Zoom, Netherlands to be complete in 2016. That’s another vehicle to accelerate international growth. And our milling joint venture Ardent Mills which incorporates the former of ConAgra Mills business is off to a very strong start. This deal will be accretive to comparable EPS in a few years and is clearly a long-term strategic and financial win for us. Before I close today, I want to just touch on our CEO search. Obviously I am firmly committed to leading ConAgra Foods until our new CEO is named. As I’ve said before, my intent all along has been to retire in May at the end of fiscal '15 and I will be flexible depending upon the needs of the Company. I know our search committee is being extremely thorough and diligent in their selection of the next CEO to lead ConAgra Foods and we will share any news when there is some. For now, I’ll summarize our Company's progress so far this year like this. We said fiscal '15 would be a year of stabilization and recovery, and that's what is clearly happening in the Consumer Foods and Commercial Foods. Attributing to that is our overall effectiveness and efficiency work taking place throughout ConAgra Foods. We are on-track for the resulting SG&A savings, good productivity and good synergies. The near-term outlook for Private Brands has weakened. We’re working on fundamental execution improvements to make us a better partner to our customers and to be seen as the value-added player we know we can be. We believe in material year-over-year growth in fiscal '16 as realistic and we expect margins to gradually improve overtime, and we have strong conviction about the long-term opportunity. On balance, we’re making good progress in many parts of our business, enough to offset weakness in our Private Brands segment which is why we’re reaffirming guidance for fiscal 2015 EPS and our debt reduction goals you've heard before. I wish you and your families a great holiday and John will share additional details now. John?
John Gehring:
Thank you, Gary and good morning and happy holidays to everyone. I am going to touch on four topics this morning. I’ll start with some comments on our fiscal second quarter performance including our additional impairment charge this quarter. Next I will cover comparability matters, then on to cash flow capital and balance sheet items and finally I will provide some comments on our outlook for the balance of the fiscal year. Let's start with our performance, overall the fiscal second quarter comparable results were in line with our expectations and reflect good progress against several key focus areas, as well as continuing challenges in our Private Brands segment. We have reaffirmed our full year goals and continue to expect fiscal 2015 results to reflect stabilization and recovery. Before I cover some of the details, I would remind everyone that with the formation of Ardent Mills joint venture in the fiscal first quarter, flour milling results prior to the formation of this JV are reflected as discontinued operations. Also our share of earnings from our 44% interest in Ardent Mills is included in equity method investment earnings. With the fiscal second quarter, we reported net sales of $4.2 billion, about 2% below the year ago quarter. We reported earnings per share from continuing operations of $0.05 versus $0.48 in the year ago period. The sharp decline in reported EPS was driven by a non-cash impairment charge that I will say more about in a few minutes. Adjusting for items impacting comparability, fully diluted earnings per share were $0.61, slightly below comparable year ago amounts reflecting weaker performance in our Private Brands segment and expected dilution from the Arden Mills transaction, offset by stronger performance in our Consumer Foods and Commercial Foods segments and lower interest in corporate expenses. Now I’ll share a few comments on our segment performance. Starting with our Consumer Foods segment, where net sales were approximately $2 billion, down about 2% from the year ago period, reflecting 1% volume decline and 1% of negative price mix. As Gary noted, we’re pleased with the progress we are making on key initiatives and the improvement in trends. Our Consumer Foods segment operating profit adjusted for items impacting comparability was $310 million or up about 7% from the year ago period. The operating profit reflects the improving volume trends and lower marketing and SG&A costs. Foreign exchange had a negative impact of $8 million on net sales and about $6 million on operating profit for the segment this fiscal quarter. Our Consumer Foods supply chain cost reduction programs continue to yield good results. This quarter, cost savings were approximately $45 million and largely offset inflation of about 4%. Inflation was slightly higher than our expectations driven by cost increases on certain input particularly proteins, as well as higher transportation costs. On marketing, Consumer Foods advertising and promotion expense for the quarter was $89 million, down about 19% from the prior year quarter, due impart to changes in timing and reallocation of funds from advertising to in-store promotion. In our Commercial Foods segment, net sales were approximately $1.1 billion or up about 2% from the prior year quarter driven by 2% volume improvement. The Commercial Foods segment's operating profit was $148 million or 8% above the comparable year ago period. The operating profit increase principally reflects the volume growth and benefits from improved quality crop in Lamb Weston. Equity method investment earnings were higher this quarter due to the addition of earnings from the Ardent Mills joint venture. Moving onto corporate expenses for the quarter, corporate expenses were approximately $92 million. Adjusting for items impacting comparability, corporate expenses were $58 million versus $64 million in the year ago quarter. Our Private Brands segment delivered net sales for the quarter of $1.05 billion, down about 5% from the prior year quarter driven by a 6% volume decline resulting from category softness and pressures from both branded and private branded competitors. Operating profit excluding items impacting comparability was approximately $49 million down 46% from the prior year quarter. This decline reflects weak volume performance and margin compression driven by pricing concessions in the prior year fiscal year, as well as temporarily higher operating costs associated with supply chain initiatives. The performance and our outlook for the balance of the fiscal year also reflect additional margin pressures from rapid increases in several key commodity inputs particularly tree nuts and durum wheat. While overtime, we expect to recoup some of this lost margin through pricing. The pricing lag and related margin loss will not be recovered in the current fiscal year. Due to the short-fall in our profit and cash flow performance in our Private Brands segment and our updated expectations relative to the timing of improvement in cash flows in this segment, we have updated our goodwill impairment analysis. As a result, we recorded non-cash impairment charges of approximately $247 million or $222 million after-tax. This charge is principally related to the impairment of goodwill, but also includes some impairment charges related to certain brand or trademark assets in the Private Brands segment. The additional impairment is driven by the changed performance outlook and reflects the fact that the underlying discounted cash flow valuation models are very sensitive to changes in cash flow and other assumptions. While we’re disappointed with the setbacks in Private Brands this quarter, we are confident that we’ll improve the margin structure of this business over the next several quarters, as we execute pricing for specific commodity increases, improve our execution especially related to customer service, pricing and margin management and complete supply chain initiatives which are driving higher one-time costs in the near-term. Based on our latest forecast, we expect operating margin to improve and to reach double-digit levels over the next several years. Now I’ll move onto my next topic, items impacting comparability. Overall, we have approximately $0.56 per diluted share of net expense in the quarter’s reported EPS related to several items. As previously discussed, we recorded $247 million or $0.51 per share of non-cash charges related to goodwill and other intangible asset impairments in our Private Brands segment. On hedging for the fiscal second quarter, the net hedging loss included in corporate expenses was approximately $25 million or $0.04 per share. Next, we recorded approximately $21 million or $0.03 per share of net expense related to integration and restructuring costs. Also in the fiscal second quarter, we recognized a tax benefit of $8 million or approximately $0.02 per share related to the favorable adjustments of prior year federal income tax credits. Next I’ll cover my third topic, cash flow, capital and balance sheet items. First, we ended the quarter with $122 million of cash on-hand and $536 million in outstanding commercial paper borrowings. We continue to target operating cash flows of approximately $1.6 billion to $1.7 billion for fiscal 2015, and we expect that this will provide us ample cash to achieve our fiscal 2015 debt repayment target. On the working capital for fiscal year 2015, we expect working capital changes to contribute modestly to operating cash flow. On capital expenditures, for the quarter, we had capital expenditures of $90 million versus $171 million in the prior year quarter. And for the full fiscal year, we now expect CapEx to be in the range of $550 million to $575 million, somewhat lower than our previous estimate. Net interest expense was $75 million in the fiscal second quarter versus $95 million in the year ago quarter. Dividends for both this fiscal quarter and the year ago quarter were $106 million. On capital allocation as we have previously noted, our capital allocation priority through fiscal year 2015 will be the repayment of debt. By the end of fiscal 2015, we expect to have repaid around $2 billion of debt since the Ralcorp acquisition, including $1 billion this fiscal year. We repaid about $500 million earlier this year from the Ardent Mills proceeds. We remain committed to a strong dividend and intend to maintain our current annual dividend rate at $1 per share as we de-lever. However, during this period we expect to limit our share repurchases. In this quarter, we repurchase only an immaterial amount of shares. And while we expect limited acquisition activity in the near-term as we repay debt, we will continue to evaluate investments to strengthen our performance. As we enter fiscal 2016 with a stronger balance sheet, we expect to have more flexibility in our capital allocation to consider dividend increases, share repurchases and additional growth investments in addition to some debt repayment. As Gary noted last week, we announced plans to add production capacity to support growth in our Lamb Weston/Meijer joint venture in Europe. This expansion will not require a capital contribution from the partners as it will be financed by the joint venture. Now I’d like to provide a brief update on our fiscal 2015 outlook. For fiscal 2015, we continue to expect diluted earnings per share, adjusted for items impacting comparability to grow at a rate in the mid single-digits from our fiscal 2014 comparable base of $2.17. Our current full year guidance reflects our view of several key performance factors, including the following; first, in our Consumer Foods segment, we continue to focus on fundamentals in-store, which are driving volume stabilization, and we expect a stronger year-over-year operating profit performance. And in our Commercial Foods segment we expect good sales and profit growth led by stronger performance in our Lamb Weston business. And while we believe the improved potato crop and volume growth will drive profit improvement in Lamb Weston, our international growth will be lower than plans due to near-term customer issues in Asia and impacts from the West Coast port -- labor dispute. We expect that our food service and other commercial businesses in this segment will post modest profit growth in fiscal 2015. In our Private Brands segment, we now expect volumes and profits to be down year-over-year, reflecting competitive challenges and a longer timeline for improving our operating margins. We remain very focused on margin recovery in this segment, while our current results are being impacted by in-plant commodity increases, we have begun to take pricing in the effected categories, but the pricing lag will impact the current year. Also as we have previously noted, we are incurring temporarily higher operating cost this fiscal year related to certain supply chain initiatives, which will benefit future years. So we do expect to see good margin improvement over the next fiscal year. This fiscal year we also expect higher equity method investment earnings due to the contribution from Ardent Mills. As a reminder, while we are confident that overtime Arden Mills will be accretive to our earnings, there is about $0.08 of EPS dilution included in our fiscal 2015 outlook. Overall, equity method investment earnings in total are expected to be in excess of $100 million for the full fiscal year. Overall, we have made good progress in both our Consumer Foods and Commercial Foods segments through the first half of the year. As we have noted, we still have more work to do to improve the performance in our Private Brands segment. Our expectations for the full year remain on-track, despite headwinds from Private Brands, transportation issues and volatility related to FX and commodity markets. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Gary and I along with Tom McGough and Paul Maass, we will be happy take your questions. I will now turn it back over to the operator to begin the Q&A portion of our session, operator?
Question-and:
Operator:
Thank you. Now we’d like to get to an important part of today's call taking your questions. The question-and-answer session will be conducted via the telephone. [Operator Instructions] And our first question today will come from Andrew Lazar with Barclays Capital.
Andrew Lazar:
Two questions on Private Brands. First would be, I think last quarter Gary you’ve talked about service levels in that unit being up to, back up to sort of a 98% level and really the key was just getting past, lapping these pricing concessions and then there were a bunch of things that you’d listed, that start coming through in the fiscal second half, that would start to improve margins? And then on this call I think you did mention some service issues still lingering. So I am trying to get a sense was there a step back in service levels or I guess I am still not clear really on what changed that you wouldn't have know about last quarter, that's now going to sort of push back the timing on being able to improve the margin structure at Private Brands? And then I've got a follow-up there.
Gary Rodkin:
All right, Andrew, I am going to let Paul tackle that one.
Paul Maass:
Yes, so the way I would frame it up for you Andrew is the a lot of the service progress that we have made clearly around just the on-time delivery, fill rate and structural improvements, a lot of the things we’re referencing were due to planned consolidations and their very structural nature. And we have made a lot of progress, but we have more work to do. Kind of the, what's new in the way we’re defining it is the overall service with our customer, clearly on-time fill rate those are important, but the way we interface with the customer in everything that we do to strengthen that partnership with them. And that's really what we’re getting at here is beyond those very service metric type of things, the overall relationship.
Andrew Lazar:
If we think about then what’s changed, if we look at what your expectation was for EBIT in the Private Brands based for the full year last quarter versus what it is today, I’m trying to get a sense of how much of that sort of downgrade if you will was just the timing lag between cost and pricing versus some of the other things that you sighted, competitive bidding and promotional levels by the brands and such. I think the general question here is, it seems to be still not nearly a level visibility right, but I think folks want to see whether it’d be internally or externally around kind of getting your arms around this business and I’ve gotten the question a lot this morning, it is a $45 million per quarter run-rate in EBIT is that the right just longer term run-rate in terms of profitability for this segment, because you’re supposed to have a lot of -- a lot of the synergies really ramping up in Private Brands in the back half of this year and again it doesn’t seem like any of that will flow through obviously in a positive way, so it’s a long way to question but trying to get a sense of really what’s changed because I don’t still have a great sense for that I have to say?
Paul Maass:
Yes and Andrew let me just -- I get what you’re saying and it’s a great question. I’m just going to add pretty quite a few different points of context that will I think help connect some of the dots. And I’d start by just acknowledging that the business is clearly not where we want it to be or expect it to be and it’s a point of frustration for our entire organization. To state the obvious, it’s been more difficult and taken longer than we originally planned, but I think an important point is these issues they are fixable. The earnings revision that you see is from my perspective it’s a delay in our recovery, but it’s not a long-term problem. One point that I would share with you, I expect and have a lot of confidence that the earnings growth in '16 is real, I have confidence that we will be able to deliver it and we continue to have a lot of confidence that the Private Brands industry will be a faster growing part of the overall food industry, so our vision and our belief and confidence in Private Brands in total hasn’t changed in spite of the short-term challenges. As far as the headwinds this year that maybe you could call it more of a surprise in nature. We are dealing with softer Private Brand category performance, that’s real, impacts volumes you see that in the results. We also as John mentioned the inflation and it is intense and it is impacting our snack, nut and pasta business, because the cost is immediate. We’re taking pricing actions but it lags. And that is an element where it ties to confidence in the improvements in '16, but I would say beyond the headwinds probably what’s most important for us to do and where I would say the biggest issue is, is really around our execution. We’ve lost business because we’re not in front of the customers the right way and simply put it’s just takes us too long to do basic things that our customers expect us to do. And that’s why we have a very focused turnaround plan to get this business on-track. And I don’t want to get too windy, but I think probably not only yourself but others have questions on what are we doing to turn the business around and I just -- I want to go ahead and hit that head on and share some of that perspective. And our turnaround efforts are focused on four areas and I start with our customer. We’re committed to narrowing our focus and what we have found is where we have narrow focus, we have better performance and more confidence from our customers and more stable just overall performance and where we have stressed to too thin and added some complexity it’s hurt and so we know what we need to do and that’s really about making those adjustments so that we are more effective. The reality is our customer brands are usually important to them. They have to have confidence in their suppliers. We do have confidence, our customers’ confidence in many areas, but if there’s an area where you lose it you have to be aggressive and earn it back and that’s absolutely what we’re focused on. The second area is really is around the commercialization and the speed of that and so where we have one business is taking us too long to get that executed and into market and it’s obvious when you do that the sooner you do it the sooner the new sales is realized and it improves the performance of the business. Third I would bucket around cost and service management. And I kind of went into the service, but the reality is we have to service our customers in a cost effective way. We have made progress, but there’s still more work to do and it’s got to be customer-by-customer very granular in nature to embrace the unique dynamics by category, by customer and that’s exactly the direction we’re headed. The fourth one is really around the connectivity in our business and I would just reflect on the inflation that’s hit us this year. When you have better internal connectivity, the impact -- we have to be able to navigate through those dynamics effectively and we will with better internal connectivity. Fundamentally I would just wrap it up there with that Andrew is that as we do all these things, we truly will be a value-added partner for our customer and we can get there on a lot of that is founded in these execution improvements that we've got to implement.
Operator:
And we will take a question now from David Driscoll with Citigroup.
David Driscoll:
Gary, Paul I add apologies but I do want to follow-up on private label here. I wanted to take just a slightly different direction. So TreeHouse has reported that it has seen three straight quarters of organic volume growth. So like Gary I as heard you on the comments about the intensity of the environment, but when I look over at another very big, I know it's a different portfolio of private label, they actually see pretty good strong volume growth that I mean they give us this commentary that some of the traditional retailers are really starting to see some strength when you look at Kroger and some of their numbers, I mean things look better but you guys are seeing I mean, what was the volume in private label, it was down 6%. I mean that's an enormous figure. Given the kind of price contraction that the Company took many months ago, I would think that the one thing you would have protected was your volume. So can you kind of marry up what's the difference between the strength that this other big private label entity and why just the volumes are just so weak?
Gary Rodkin:
Dave, that's absolutely a fair question. I'd start by saying from an industry standpoint there are clearly players that are doing well. You referenced one big one. Consumers are more and more accepting of private brands and customers that are winning are emphasizing their own label and we know overtime, the up market trend is going to continue and that will play well into our skill set and we know that customers are going to be more and more demanding on supply chain efficiencies, food safety analytics and all that will leverage our infrastructure. But frankly, we are challenged from an execution standpoint. This is truly a tactical, not a strategic question. We haven't done a good enough job on things like speed and on customer service levels and there have been some specific issues on customer service levels, Paul referenced some but we've had some supplier issues as well, that have hit us, that's not an excuse. Overall, our issues are truly our own execution and what we need to do to drive growth is to level the playing the field on service of speed before we can really start to take advantage of any other kind of CPG capabilities that we've talked about. So I can't overemphasize the point that we do now have while the learning curve has been slower than it should have been, we should have moved faster, we do now have a turnaround plan that has four pieces to it, our effectiveness and efficiency work on Private Brands has addressed some of that, but we need to go further to address the pain points and we have to break some of the bottlenecks that we have but they are really around customer responsiveness and speed, improving our commercialization processes, better overall service levels and better connectivity between supply chain and sales. So I know that's a bit repetitive from Paul's answer but I just want to point the gun clearly at our own execution issues. I know that this is fixable. These things are fixable. We just need to do a much better job and move faster and I think we now have all the resources in the focused sense of urgency to do that. I wish it had been faster, but the bottom-line is we now have that action plan in process.
David Driscoll:
Okay, I’ll pass along…
Gary Rodkin:
And David, sorry David and clearly we will see a material impact in F16.
David Driscoll:
Well, that's very important. Thank you.
Paul Maass:
Hey, David just one thing I would add is the points you made on our competitor, it is an element of why I am still confident that the outlook on Private Brands is very positive. When we do all the things Gary just mentioned, there is a lot of opportunity here.
Operator:
And we’ll move now to Eric Katzman with Deutsche Bank.
Eric Katzman:
I guess, well just getting off of the private label topic for a second, John you’ve kind of written in the press release there was some hedge accounting adjustments that are going to happen going forward. I haven't heard that from other companies. Is that just a function of your ingredient base and its volatility? And then kind of what, so what should we expect, a little mark-to-market within the segments that you are going to pull out or you can't pull it out and it means it's more volatile? Maybe I’ll just, I’ll have that one and then a brief follow-up.
John Gehring:
Yes, Eric good question. I am going to try not to get too technical, but historically a portion of our hedges have been, we've used some indexed hedges and this quarter we regularly look at how effective we think those hedges are and I think as we review those, the effect on this of some of these hedges this quarter, we determined that that effect in this was lower than we had planned, probably due to a lot of factors. When that happens, I think just good accounting requires that we change our methodology and recognize those mark-to-market impacts directly under the segments versus what we ordinarily do which is we temporarily defer them through corporate expense. I think in terms of what it means is, what you’ll see is that we’ll change the timing of when we recognize any of these losses or gains. And I think it could add some volatility to our results over the next couple of quarters as we unwind these positions. To be clear, it’s just a portion of the hedges we use and my sense is that this issue will be done once we unwind from these hedges, it was just the case where again because of a variety of factors we felt like the effectiveness or correlations if you will had dropped to a level where we felt like we should go to mark-to-market on that subset.
Chris Klinefelter:
And Eric this is Chris I’ll build on John’s point and just say that, we’ve taken the volatility that John was talking about and the impact on our numbers, we’ve taken that into consideration when we are giving you our guidance.
Eric Katzman:
And then Gary, this is a just kind of maybe focused on the Consumer segment for a second, obviously you’ve got a big frozen portfolio, that category in total has been really tough kind of going back to the great recession. And maybe there’s some signs out there that the consumer health particularly middle-class maybe even lower income is getting a little bit better with the gas price relief. Do you see any signs of recovery in that segment at all from -- with not just your business, but just in total and maybe a little broader perspective on what’s happening with the consumer there and I’ll pass it on? Thanks.
Gary Rodkin:
Sure Eric. Thanks for the question. I’ll start and then I am going to turn it over to Tom for some more color. The economy is still challenging for most Americans and I think we’re all aware there’s overcapacity on both sides of this industry, manufacturers and retailers, so that dynamic continues to play out. However, there are some positives you named one. The gas prices should be putting more discretionary income into the pockets of the core consumer who -- where that really could make a material difference so we hope they are going to spend some more of that on the food side, both at home and away from home. And we are now left -- have left the SNAP cuts from last November the food SNAP cuts, so both of those factors should be positives as we go forward. And it’s just important to remember, this is a really large landscape, so there’s room to grow by improving fundamentals like we’ve talked about in perfect at retail. But in general, I would say we hope that as an industry we’ve kind of bottomed out and are looking forward -- but let me turn it to Tom, because he can give you some really good color on frozen and the rest of this portfolio.
Tom McGough:
Eric this is Tom McGough and let me just provide a little bit of context in frozen and what we’re seeing. As you know, it’s a big and important category not only within our company but with our customers. And as you noted, overall category has been down. But overall I think it’s important to note that those declines have been concentrated primarily in the nutrition segment. The premium and value segments are relatively stable and that’s where our two largest brands are positioned in those segments. As Gary highlighted today and as we spoke about last quarter, we captured the number one share position in single-serve meals last quarter and we actually extended our share of leadership this quarter. And I think what’s important to note, this second quarter we posted the highest profit we ever have in the second quarter on our frozen portfolio. So we built our share of leadership and we also delivered record results. If you look at the fundamentals of our business, we continue to invest to grow Marie Callender's and we’ve achieved great results not only in our single-serve meals but in the other platforms. We had a great holiday season on frozen desserts and our frozen multi-serve platform continues to grow. As I said the nutritional segment is challenged and we are building share in that segment with Healthy Choice. We’re posting very strong gains on Café Steamers and we continue to build our business around that platform. And as Gary highlighted, we introduced a line called Simply Steamers this quarter and those are products that are made with no artificial ingredients contain, and 100% all natural chicken. And it’s really on trend with the desire from consumers of minimally processed foods. And we also price those at a higher price point. And that residence with the consumer despite the higher price point we’re off to a very good start. Finally as we look at the rest of our frozen portfolio, we invested heavily in P.F. Chang's. When you go to a restaurant you then typically order an appetizer and your entrées are served with a rice side dish. And we have restaged our business to sell that bundle, improved the appetizers, improved our multi-serve meals and we just introduced a line of frozen rice and we are off to an incredibly strong start on that restage. So overall while the frozen business is challenged in aggregate, our performance has been very strong this quarter and over the last year. And this is a category that we are going to continue to invest smartly to build the category to our brands.
Operator:
We’ll take a question now from Sanford Bernstein's Alexia Howard.
Alexia Howard:
Can I ask about the sticking on the Consumer side, the advertising spending being cut down, that's something we heard about from a number of companies recently, what's the thinking behind that particularly in terms of the long-term investment behind the brands and do you expect that to change going forward or do you expect to stick with setting up promotional activity? Thank you.
Tom McGough:
Sure, Alexia. This is Tom McGough and let me address that. I think there is a couple of perspectives here; first and foremost as with any investment we have an ROI approach to allocating our resources. And I think you can appreciate given the breadth of our portfolio, we focus our resources where we are getting the highest return and we are increasing spending on several brands. Marie Callender's, our tomato platform of Hunt's and RoTel, Slim Jim, and specially brands Reddi-Wip and PAM. We have the fundamentals right on those businesses, we continue to invest our volume and share continues to increase. But our perspective is that traditional marketing is only one investment in our brands and we take a more holistic look at the investments that we are making in our brands particularly in getting the fundamentals right. And where we've invested rather significantly has been on, I can highlight a couple of businesses, Chef Boyardee we invested to improve our products, packaging through the easier lid. The business has responded very-very nicely with our volume up fairly significantly over the last quarter. Importantly, that's coming from non-promoted based volume grow and we see a good trajectory and a higher return from that investment. I just talked a little bit about P.F. Chang's, but we invested to get the product, the pricing, the package right at retail that's resonating incredibly well with consumers and we are seeing strong double-digit growth. And the last thing I’d highlight is that as a company, we placed a much bigger emphasis and we've made more investments to grow in alternative channels. As you know, increasingly consumers are shopping in Club and Dollar stores. The win in these channels requires us to have customized product and packaging. But marketing in these channels is very different. Driving trials, if you go through a Club store, driving trial happens in-store, that's how you get the trial and awareness and that's very different than the traditional broad-based advertising, but we are reconfiguring our go-to-market approach, how we invest to drive trial and awareness in our brands and we are investing in many of these customer specific programs that are reflected in our P&L as trade spending and not as traditional A&P. Because you take a step back, we are investing in our business, we do it in a very holistic manner, we are having very good impact from those investments and we will continue to have that lens of ROI, effectiveness and impact that drives our investment decisions.
Operator:
And we’ll take a question now from Chris Growe with Stifel.
Chris Growe:
Do you mind if I could just ask two questions if I could. The first would just be in relation to the cost savings commentary that you shared if I recall you have given like an overall cost savings figure. Are we still on-track for the -- I think it's 125 to 150 for the Private Brands division?
Gary Rodkin:
Yes, we are still in that range for the Private Brands and overall we are looking at 350 to 375 across the entire enterprise. Hello? Chris did we lose you?
Chris Growe:
I am there, can you hear me?
Gary Rodkin:
We can now, yes.
Chris Growe:
Okay, sorry for that. Just a question about the Private Brands division and with the volume weakness, what seems to be persistent volume weakness, is there anymore activity, I guess I am trying to get to are there more cost saving potential here now, while things have been a little slower in terms of their rebuild, are there plant closures are things you can do because of the volume environments get a little bit more aggressive on cost on that division?
Gary Rodkin:
Fundamentally yes, and one of the things that we referenced was just the accelerated cost that we have in our business today around supply chain initiatives where the benefits are getting stretched out and that does, it’s around improved distribution network, consolidation, production consolidation and we will continue to drive optimization on that it’s a really important part of the overall plan.
John Gehring:
And I guess the only other thing I'd add Chris is as we work through the execution of the plan that Paul and Gary have talked about, certainly as we try to more tightly wire the business, that might also result in less touches, that’s a certain things that might give us a chance to streamline some processes even further than we have through the first phase of our effectiveness and efficiency work.
Operator:
We’ll move now to Akshay Jagdale with KeyBanc Capital Markets.
Lubi Kutua:
This is actually Lubi on for Akshay, just had a question on your Consumer Foods business. So the margins in that business where really strong this quarter, I mean I think looking at our model it seems like strongest has been since at least the second quarter of 2010. So trying to get your thoughts on sort of sustainability of that margin performance in Consumer Foods for instance and I think there was a question earlier about sort of your level of brand support, but what gives you comfort that you are not cutting brand support too deep maybe in Consumer Foods such that it could affect the long-term performance there?
Tom McGough:
Sure our margins well this is Tom McGough and our margins are what you reflect and it’s a combination of strong productivity, being able to execute pricing to offset commodities, a strong discipline on the trade side to be very surgical, to meet marketplace conditions and we believe we’ve balanced those very-very well and our margins have been very strong. And as I previously said, we look at our investments very holistically. And we are investing in our business for the long-term, making sure we have the right fundamentals on the businesses that I highlighted as well as continuing to invest in businesses to sustain long-term performance. So our focus is certainly around building a foundation that sustains growth overtime. And I think we feel we’ve hit that sweet-spot of discipline, while still investing behind our businesses not just in traditional A&P but in other areas to make sure we have the fundamentals right. And that’s going to provide a foundation that we will consistently grow from.
Operator:
Another we’ll hear a question now from Robert Moskow with Credit Suisse.
Robert Moskow:
I think every question, every possible question has been asked. I’ll ask about international though. You mentioned some customer specific issues. I want to know if you could give us a little more color on what that is and how much did it affect the quarter and is it a short-term or is it something that affects the back half of the year? And maybe quantify the West Coast labor strikes and how much that affected the quarter and why that would just be a short-term issue as well?
Paul Maass:
Yes, so Rob this is Paul and I feel that commentary is all around our Lamb Weston business and the softness in those Asian markets are really fundamentally rooted in the -- there is a food safety issue from a meat supplier with some of our key customers it hurts our business. It is sequentially improving. And the outlook is that it will continue to improve. There are commitments on building out the market there, opening new stores continues to be very positive and the right outlook and we’ve positioned ourselves to partner with them and enable that growth. The West Coast the port slowdown very real, our exports do go through those ports. They’re running I think you see that publicly but it’s running around 50% of capacity. And like every other industry we’re working through it, the sooner it gets resolved the better. Not a real big impact on the second quarter, but something that we’d definitely want to see get resolved so we can serve our customers and hit everything that they need.
Operator:
And there are no further questions Mr. Klinefelter, I’ll hand the conference back to you for final remarks or closing comments.
Chris Klinefelter:
Thank you. Before I close I know that Gary wants to offer some thoughts.
Gary Rodkin:
Yes just in closing, I want to reiterate that basically three quarters of our business, the two biggest sectors are performing well their foundations are much stronger than year ago. And that we’re managing our cost structure very well, the effectiveness and efficiency work is really playing a part there. The Private Brand business has an intensely focused sense of urgency and resources aimed at this turnaround, but I want to reiterate we believe in the strategy. It’s a bold move that we undertook and it’s a big transformation. We have strong conviction that Private Brand will be a growth sector in the food industry long-term the issues we have again to repeat are our own execution, there’s no escaping that. These issues are fixable. We will drive growth long-term from this business. And with that, I will wish everyone happy holidays see you in the New Year.
Chris Klinefelter:
Thank you, Gary. This concludes our call today. And just as a reminder, this conference call is being recorded and it will be archived on the Web as detailed in our news release. And as always we are available for discussions. Happy holidays and thank you very much for your interest in ConAgra Foods.
Operator:
Thank you and this concludes today’s ConAgra Foods’ second quarter earnings conference call. Thank you again for attending and have a great day.
Executives:
Gary Rodkin - CEO John Gehring - CFO Chris Klinefelter - VP, IR Tom McGough - President, Consumer Foods Paul Maass - President, Private Brands & Commercial Foods
Analyst:
Andrew Lazar - Barclays Capital David Driscoll - Citi Jason English - Goldman Sachs Akshay Jagdale - KeyBanc Capital Markets Robert Moskow - Credit Suisse Jonathan Feeney - Athlos Research Alexia Howard - Sanford C. Bernstein & Company
Operator:
Welcome to today’s ConAgra Foods First Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan and I will be your conference facilitator. (Operator Instructions). At this time, I'd like to introduce your host for today's program, Gary Rodkin, Chief Executive Officer of ConAgra Foods. Please go ahead, Mr. Rodkin.
Gary Rodkin:
Good morning and welcome to our first quarter earnings call. Thanks for joining us today. I am Gary Rodkin and as usual I am here with John Gehring, our CFO and Chris Klinefelter, our VP of Investor Relations. Before we get started, Chris has a few words.
Chris Klinefelter:
Good morning. During today's remarks, we will make some forward-looking statements, and while we’re making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. So if you'd like to learn more about the risks and factors that can influence and impact our expected results perhaps materially, I'll refer you to the documents we file with the SEC, which include cautionary language. Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found in either the earnings press release, the Q&A or on our website. Now I'll turn it back over to Gary.
Gary Rodkin:
Thanks Chris. First quarter diluted EPS on a comparable basis was $0.39 versus $0.37 a year ago which is ahead of where we expect it to be. During our first quarter of fiscal ’15 we drove progress in a number of areas. First, Consumer Foods volumes strengthened, we improved share, made sales gains in alternative channels and posted good productivity savings. Also we continue to improve the underlying health of our Private Brands operations positioning us for margin expansion and new business as the year progresses and within commercial foods we continue to pick up new business through Lamb Weston. We’re pleased with our start to the fiscal year and we see the hard work from last year beginning to show returns. We know that one quarter does not make a year and that there is a lot of time left in fiscal ’15. I feel good about the underlying progress. We continue to have a very high sense of focus and urgency against our objectives and we look forward to delivering the full potential of ConAgra Foods. With this good start to the year we are very confident in our full year EPS projections. I want to acknowledge the news I shared last month about my intent to retire at the end of this fiscal year. The reason I'm retiring is simply that I want to spend more time on the personal side. At this point I have had an all-encompassing corporate job for a very long time and I'm ready to devote more time to family, friends and outside interest. I feel honored to have led ConAgra Foods for the past nine years. It's been a meaningful journey personally and professionally and I believe the dramatic changes we have made at ConAgra Foods in terms of the operations, the culture and the strategies will serve shareholders well over the long term. I'm fully engaged in achieving our near term objectives as well and I'm confident that we will meet expectations. It's very hard for me to leave this role and company that I care so deeply about but I believe we will be on a very solid footing as we finish fiscal ’15. Now on to segment specific news. Within Consumer Foods, we had a 1% decline in sales which includes flat organic volume, and flat price mix. Clearly the volume performance was a big sequential improvement over Q4 and came in a bit ahead of what we expected. Comparable profit increased 19%. The work to get to that volume performance in Q1 was important in foundation building. In fact there is a lot of work going on now to grow volume, increase share and improve margins all across the segment and particularly in our fixed and grow brands. I will touch on each of those in a minute. But first I want to tell you about a significant milestone. We achieved the number one dollar share position in frozen single serve meals during the quarter. As you know that’s been a challenging category for retailers but it's still very large, important and profitable for customers and food manufacturers alike and we believe this is still a good business. We think the combination of deep insights, a focus on core users and leveraging differentiating innovation can help us continue to grow. As you know one of our major frozen brands Healthy Choice has struggled in single serve frozen meals. It's one of our fixed and grow brands but we’re confident of our direction focused with that brand. As you may recall we are moving out of slow selling SKUs and into more of our proprietary Healthy Choice Café Steamers line which has been consistently strong since it's introduction in 2008. The Café Steamers we have market are showing strong growth and we’re confident of bigger second half progress in Healthy Choice as we begin to lap some of the assortment pruning we did last year on slower selling sublines. Meanwhile Q1 for Marie Callender's was particularly strong with the single serve dinner business up double-digits in dollar and volume sales. Marie Callender's has a long winning streak and increasing household penetration, a good testament to the quality of the food, advertising that resonates and the focus on the core user. Overall in Frozen we’re confident of our portfolio and it's strength and are looking forward to better numbers on Healthy Choice later in the year. Chef Boyardee our second challenged brand is beginning to perform better and return to the easy open can that consumers prefer and our new merchandising strategy has begun to pay dividends at some of our key customers already. Performance on Chef Boyardee is improving as we speak. On Orville Redenbacher's we’re working through some packaging, assortment and merchandising changes that will all go into the market late this calendar year. We expect these changes to be meaningful and positive as we look forward. Within popcorn we have seen a strong quarterly performance from Act II which benefited significantly from some simple graphic changes in the packaging. We know this category has room for growth and we know the Orville Redenbacher's brand equity is strong. Snacking is clearly a growth area and Slim Jim was a great performer in the quarter growing double-digits and volume in net sales and taking share. This is another example of a strong brand that knows it's core consumer and communicates them with them in a way that really resonates. Reddi-wip is another brand that had an outstanding quarter and the key here is expanding usage occasions. Reddi-wip’s success is an example of being persistent and tenacious with a good idea specifically getting displays of Reddi-wip next to fruit. We had a terrific summer season with the brand with double digit growth and volume of sales and great share pickup as well. Our intensified focus on club, dollar and convenient stores is beginning to drive impact. As you know these retail outlets are growing faster than traditional grocers and we’re beginning to seize our share of this growth. We’re gaining sizeable distribution in club stores with brands like Reddi-wip, Hunt’s, Bertolli, Swiss Miss and Marie Callender’s. And we’re securing new distribution for some of our brands as well in the dollar store format. All-in-all we’re making some big strides in channels and have more room to grow. In terms of the bottom-line Consumer Foods comparable profits increased 19%, productivity and other efficiency initiatives offset inflation and we continue to find ways to work much more effectively freeing up resources to focus on growth. Within our Private Brands segment sales were down 2% versus last year’s first quarter and comparable operating profit declined 28% reflecting the fact that we made pricing concessions in the second half of our last fiscal year because of our customer service and quality execution issues. While a meaningful decline is sequentially better than last quarter, the good news is that we have resolved these issues and we will start lapping those pricing concessions that we had to make last fiscal year as we get into the second half of this fiscal year. I also want to point out that while we have to do some firefighting last year the fixes we put in place are sustainable and provide us with a much better operating model and foundation. We’re gaining deeper, faster and more granular visibility into our private brand operations now and because of that we’re being much more proactive on both the challenges and on the opportunities and having stable operations lets us begin to leverage our scale and use some important tools like SAP which are just starting to be implemented in certain parts of the segments operations. And most importantly stabilizing our operations and delivering our customers what they expect, when they expect it, allows us now to compete for business proactively not reactively which means we have the opportunity to return to more normalized pricing in overall improved customer relationships and by that I mean partnerships where we’re squarely focused on growth. Let me share a bit of color now in some of our larger product lines and Private Brands specifically snacks, bars, cereal, in-store bakery and pasta. We’re taking advantage of snacking demand through new emulations in some of the fastest growing snacking areas like pretzel flats and pieces, a new bolder flavors of crackers and we’re also doing some of our own unique innovations for several retailers. We’re also a major player in the large and growing snack nuts category. In bars the focus in growth off-late is really on the protein and fiber bars where we have strong emulations sold under the retail labels. While some parts of the overall bars category growth slowed we have a broad set of emulation and manufacturing capabilities across many different bar types and we’re adjusting those resources to the areas of the category that are in the highest demand. As you all know the cereal category has been very soft so this will become we believe more of a share proposition for us. What we have to do is better leverage our very strong emulation capabilities and a margin structure that’s attractive to retailers. Our fourth product line I want to mention is our in-store bakery business where we make everything from bagels to artisan bread to cookies sold in the parameter of the store. We have tremendous capabilities here and the growth prospects are very solid as sales in this part of the store grow. For example we just launched a new flavor platform for our Lofthouse Cookies that allows us to leverage our strength during holidays and expand on it year around and finally a word on pasta, a category that has experienced significant pricing competition in the past several years. This is a sizeable business for us and one where we will use our state of the art capabilities particularly in operations to rebuild our margins overtime. So you can see our breadth across the store, and with our arms around the operational issues we can work with retailers to design solutions to meet the shopper needs. In fact we have picked up a good bit of new business over the past six months that we’re working to bring to market in the second half of fiscal ’15. Our current projections are for modest sales and profit growth in this segment in fiscal ’15 and for growth to accelerate in fiscal ’16 and ’17 on both the top and bottom-line as we continue to get good synergies, operations continue to become more efficient and we gain new business and distribution. The fundamental appeal to consumers, the strategic importance and profitability of Private Brands to trade customers and value added capabilities of the ConAgra Foods Private Brands operations make this a long term growth factor for us. Moving on to commercial foods, sales were $1.1 billion up 2% over a year ago. The volume increased 3% while a comparable operating profit as expected decreased 9% versus a year ago. In our biggest business in this segment, Lamb Weston potato product sales were up primarily due to more growth in the food service channel. Profits were below year-ago amounts, the year-over-year profit decline reflects less profitable mix given the loss of a large food service customer last year which we have not yet lapped and the last quarter of last year’s poor potato quality both of which we have talked about before. We will get both of those issues behind us in the fiscal second quarter as we lap the customer loss and our into the new crop. We have diversified and strengthened our customer base since last year so we feel good about the sales potential and our prospects going forward. On the international front for Lamb Weston some of our customers are facing the impact of adverse food quality news in China. This will give us some short term headwinds but the long term growth potential in developing markets will continue to be robust. Importantly we completed our acquisition of a Chinese potato processor during Q1 giving us the ability to process potatoes close to our fast growing QSR customer base. Also Lamb Weston’s newly expanded board Portland, Oregon plant had a very successful startup recently and is running smoothly and this plant will help us better serve the growing demand from our global customers. Within the rest of the commercial food segment, sales and profits were in-line with a year ago. And just as a reminder, we completed the Ardent Mills transaction, so we no longer have any flour milling operations in our results for continuing operations. We will recognize our share of Ardent earnings through equity method, investment earnings. Ardent Mills is off to a very strong start, we’re excited that the startup of that operation has gone so smoothly. This deal will be accretive to comparable EPS in a few short years and clearly as a long term strategic and financial win for us. To wrap things up before I turn it over to John, Q1 was a quarter of important progress. We said fiscal ’15 would be a year of stabilization and recovery and we got off to a very good start on that in Q1. We are continuing to drive great urgency in getting more effective and efficient throughout ConAgra Foods and we’re on track for the resulting SG&A savings. This favorably impacts the performance for all of our segments. Consumer Foods is making good progress overall in the tough environment. There are many bright spots with our brands and the brands that have weighted on results are beginning to respond to our efforts to improve. Private Brands is starting to stabilize although a still good bit below our long term expected profitability and we’re operating with more confidence. We’re picking up new business, have clear line of sight to better margins and we’re moving toward our strategy vision that will capitalize on the strength of our unique portfolio. And commercial foods continues to be a very strategic and profitable scale business for us. The recent short term challenges will soon be in the past. The more diverse base of customers we have built over the last year will help us over the long run. We see fiscal ’15 as a more normal year in regard to the potato crop and the international growth prospects are real and sustainable. We’re pleased with our results for Q1 and we look forward with conviction to delivering the rest of the year. We’re also confident the work we have done will drive strong performance in fiscal ’16 and ’17 where we plan for EPS growth acceleration. John will share additional details now.
John Gehring:
Thank you Gary. Good morning everyone. I'm going to touch on four points this morning, I will start with some comments on our fiscal first quarter performance. Next I will cover comparability matters and then on the cash flow capital on balance sheet items and finally I will provide some comments on our outlook for the balance of the fiscal year. Let’s start with our performance, overall for the fiscal first quarter the results were a bit better than our expectations and reflect progress against several key focus areas for fiscal 2015. We have reaffirmed our full year goals and continue to expect fiscal 2015 results to reflect stabilization and recovery. Before I cover some of the details I would remind everyone that with the formation of Ardent Mills early in the fiscal quarter flouring milling results prior to the formation of the JV are reflected as discontinued operations. Historical results from continuing operations reflect this change most notably within EPS and the results of the commercial food segment. We have provided revised numbers in the written Q&A document associated with this release. Also our share of earnings from our 44% interest in Ardent Mills is included in equity method investment earnings. Importantly we continue to use $2.17 of a share as are comparable 2014 earnings base. For the fiscal first quarter we reported net sales of $3.7 billion in-line with the year-ago quarter. For the quarter we reported earnings per share from continuing operations of $0.25 versus $0.30 in the year ago period. Adjusting for items impacting comparability fully diluted earnings per share were $0.39 up $0.02 over comparable year-ago amounts reflecting strong performance in our consumer food segment, increased equity method investment earnings and lower interest and corporate expenses offset by lower earnings in our commercial foods and private brand segments. Now I will share few comments on our segment performance starting with our consumer food segment where net sales were approximately $1.6 billion down about 1% from the year ago period reflecting flat volume flat price mix and some rounding. While we have more work to do to drive consistent top line growth we’re pleased with the progress we’re making and the improvement in trends. Our Consumer Food segment operating profit adjusted for items impacting comparability was $199 million or up about 19% from the year-ago period. The operating profit reflects improving volume trends and lower marking and SG&A cost. The impact from foreign exchange on net sales and operating profit for the segment this fiscal quarter was immaterial. Our consumer food supply chain cost reduction programs continue to yield good results. This quarter cost savings approximately offset inflation of about 3% which was in-line with our expectations and was driven by cost increases on certain inputs particularly proteins. On marketing, Consumer Foods advertising and promotion expense for the quarter was 72 million down 30% from the prior year quarter which included significant cost associated with several large new product launches. Our private brand segment delivered net sales for the quarter of $980 million down about 2% from the prior year quarter. The net sales decrease reflects modest volume declines a portion of which relates to the elimination of certain low margin business. Operating profit excluding items impacting comparability was approximately $48 million or down about 28% from the prior year, this decline reflects the continuing but moderating margin compression driven by the pricing consensus in the prior fiscal year. As well as temporarily higher operating cost associated with supply chain initiatives. While we still have significant margin recovery ahead of us we’re pleased with a continued progress and improved operating stability of this segment. In our commercial food segment net sales were approximately $1.1 billion or up about 2% from the prior year quarter. The net sales increase reflects about 3 points of volume improvement partially offset by about 1 point of negative price mix. The commercial food segment’s operating profit adjusted for items impacting comparability was $125 million or 9% below the year ago period. The operating profit decline reflects the impacts on gross margins from a less profitable sales mix and from the poor quality crop. As Gary noted the transition to the new crop will be completed in the second quarter. The gross margin decrease was partially offset by lower SG&A costs across the segment. Equity method investment earnings were higher this quarter reflecting approximately two months of earnings from the Ardent Mills joint venture as well as improved profits from our international potato joint venture. Moving on to corporate expenses, for the quarter corporate expenses were approximately $141 million adjusting for items impacting comparability corporate expenses were $64 million versus $66 million in the year ago quarter. And briefly on discontinued operations as I noted earlier subsequent to fiscal year the fiscal 2014 yearend we completed the formation of Ardent Mills. As part of the process we divested three of our flour mills and recognized the gain of $91 million in the fourth quarter of last year. The company also recorded a gain of $625 million in connection with the formation of Ardent Mills in the first quarter of fiscal 2015. These gains are now reflected in discontinued operations. Now I will move on to my next topic items impacting comparability. Overall we have approximately $96 million or $0.14 per diluted share of net expense in the quarter’s reported EPS related to several items. On hedging for the fiscal first quarter the net hedging loss included in corporate expense was $50 million or $0.07 per share. We recorded a loss of approximately $25 million or $0.04 per share related to extinguishment of debt. Next we recorded approximately $23 million or $0.03 per share of net expense related to integration and restructuring cost. And finally in the fiscal first quarter we recognized a net after-tax benefit related to historical legal matters of $3 million or approximately $0.01 per share. Next I will cover my third topic, cash flow, capital and balance sheet items. First we ended the quarter with $134 million of cash on-hand and $545 million in outstanding commercial paper borrowing. We continue to target operating cash flows of approximately $1.6 billion to $1.7 billion for fiscal 2015 and we expect this will provide us ample cash to achieve our fiscal 2015 debt repayment target. On working capital for fiscal 2015 we expect working capital changes to contribute modestly to operating cash flow. On capital expenditures for the quarter we had capital expenditures of $112 million versus $174 million in the prior year and for the full fiscal year we continue to expect CapEx to be approximately $600 million. Net interest expense was $84 million in the fiscal first quarter versus $96 million in the year ago quarter. Dividends for this fiscal quarter and the year-ago quarter for $105 million. On capital allocation as we have previously noted our capital allocation priority through fiscal year 2015 will be the repayment of debt. In connection with the formation of Ardent Mills in the first quarter of 2015 we received proceeds from the sales of three mills and distributions from Ardent Mills which totaled approximately $569 million or about $530 million after estimated tax liabilities. During the first quarter we completed two transactions related to our debt repayment plans. First we essentially refinanced approximately $550 million outstanding under our term loan through the issuance of two year floating rate notes and terminated the term loan. In addition we utilized proceeds from the Ardent Mills transaction to repurchase about $500 million of our outstanding long term debt across various maturities. By the end of fiscal 2015 we expect to have repay about $2 billion of debt since the Ralcorp acquisition, including $1 billion this fiscal year was about 500 million of that coming from the Ardent Mills proceeds. As we enter fiscal 2016 with a stronger balance sheet we expect to have more flexibility in our capital allocation to consider dividend increases, share repurchases and additional growth investments. We remain committed to a strong dividend and intend to maintain our current annual dividend rate at $1 per share as we delever. However during this period we expect to limit our share repurchases and this quarter we did not repurchase any shares. And while we expect limited acquisition activity in the near term as we repay debt we will continue to prudently support the right investments for our business. For instance during the fiscal first quarter consistent with our global growth strategies we acquired a potato processing facility in Shangdu, China for $93 million. This investment accelerates our strategic plans in this important market but it does not interfere with our other capital allocation goals. Now I would like to provide a brief update on our fiscal 2015 outlook. For fiscal 2015 we continue to expect diluted earnings per share adjusted for items impacting comparability to grow at a rate in the mid-single digits from our fiscal 2014 comparable base of $2.17. Our current full year guidance reflects our view of several key performance factors including the following. First, in our consumer food segment we continue to focus on stabilizing volume performance and expect a stronger year-over-year operating profit performance. In our Private Brand segment we expect volumes to improve over the course of the fiscal year and we’re very focused on margin recovery in this segment. While we’re incurring some temporarily higher operating costs related to supply chain initiatives which will benefit future years we do expect to see gradual margin improvement as we move through fiscal 2015. And overall we currently expect profits for this segment to be up modestly for the fiscal year. In our Commercial Food segment we expect good sales and profit growth led by strong performance in our Lamb Weston business driven by international growth and improved margins from a better potato crop beginning in the second quarter. We expect that our other food service and commercial businesses in this segment will post moderate profit growth in fiscal 2015. We also expect higher equity method investment earnings due to the contribution from Ardent Mills. As a remainder while we’re confident that overtime Ardent Mills will be accretive to our earnings there is about $0.08 of EPS dilution included in our fiscal 2015 outlook. Overall equity method investment earnings in total are expected to be in excess of $100 million for full fiscal year. In addition we continue to expect our supply chain productivity benefits including Ralcorp synergies, to exceed $350 million in the aggregate for all three operating segments in fiscal 2015. Further our SG&A effectiveness and efficiency initiatives will drive at least $50 million of savings for the current fiscal year. For fiscal 2015 we expect our effective tax rate to be in the range of 34% although this rate may fluctuate somewhat quarter-to-quarter. Also as a reminder the income tax expense line includes tax on a portion of our equity method investment earnings which are shown pretax. We’re off to a good start but at the same time we recognized there is a lot of the year left so we’re maintaining our current full year guidance. As we indicated in the release we expect the remainder of this year’s EPS growth to be in the back half of the fiscal year for all of the reasons you’ve heard us talk about before. As such we expect our second quarter comparable earnings per share to be in-line with the year ago amount. It was our strongest quarter last year so we have our toughest lap at that point. In summary, we are pleased with the start of the fiscal 2015 and while we have a lot more work to do we are encouraged by the progress we’re seeing against the objectives we have set forth for the year. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Gary and I along with Tom McGough and Paul Maass we’re happy to take your questions. I will now turn it back over to the operator to begin the Q&A portion of our session. Operator?
Operator:
(Operator Instructions). And it looks like our first question will come from Andrew Lazar with Barclays Capital.
Andrew Lazar - Barclays Capital:
Gary on your last call I think you guys mentioned that you expected consumer volume for the year to be flat maybe just slightly down I guess for the full year and then with sequential improvement throughout the year. I'm trying to get a sense if that’s still your thinking because obviously you started out the year with flat volume there and if it is still the case is it possible we will see a step back in volume maybe over the next quarter or two just because of the way either comps flow or what you’re doing on the merchandising plan. Trying to get a sense how we should view that?
Gary Rodkin:
Yes Andrew, I would tell you that we feel really good about the start on consumer volume. A really intense focus on the fundamentals, we call it perfect at retail, is gaining traction and it's demonstrating it's power in Consumer Foods. So I think that the traction is real. Let me turn it to Tom for some more color.
Tom McGough:
Sure Andrew. You know what we expect is the foundational progress that we made in Q1 we should sustain throughout the year. What we will be facing going in the Q2 is we’re going to be executing pricing based on the commodity increases that we have seen in several of our businesses that will create a headwind but overall we expect the volume to be fairly flat for the year.
Andrew Lazar - Barclays Capital:
We have heard here and there of some let’s call it smaller frozen entree players that are really more in the health and wellness arena that are trying to be pretty aggressive about or expecting to get one or two full doors of placement in the freezer case that some retailers going forward. Obviously that would add significant pressure to the incumbent brand that are currently there and we will see how successful these companies ultimately are but I'm trying to get a sense of whether that’s something you see in your conversations with retailers or is that a risk that perhaps is something that we should worry a bit less about given what you’re doing around SKU reduction at Healthy Choice and focusing on the steamer line?
Gary Rodkin:
Yes Andrew, I would tell you we certainly do see some of that. There is always smaller players looking to get in and that is the case in the freezer case. But I can tell you we have got really good feedback from our customers that given our performance in frozen and what we have been doing to try and grow the business and obviously gain share that it will impact us in a very immaterial way. Our competitors will potentially feel more of that but that really shouldn’t disrupt us at all.
Operator:
We will move now to Citi’s, David Driscoll.
David Driscoll - Citi:
Gary, can you describe the current service levels to your private label customers and kind of how things have changed over the last maybe two quarters and can you discuss related to this the process of private label contract rebidding, how long did these contracts typically go? Is it a six months? Is it a year? And just trying to get a sense for what we should expect going forward on the progression and recovery of this operation?
Gary Rodkin:
Yes David, I could tell you that we feel really good about the service levels in Private Brands, it's night and day difference from a year ago, Paul, maybe a little more.
Paul Maass:
Yes, especially a year ago and seasonality, the second quarter is a really important quarter and we are working through just very significant issues. Our service levels are where they need to be in the 98% range, we measure them consistently. Big focus area for us and the good news is that our sales team is on their heels reacted to a bunch of issues, we’re really managing the business the way it needs to be managed. On the color on the rebidding, I would say on Private Brands it's part of the business so it's ongoing element that we manage through. There is different things that will trigger a rebid by category, by customer, our focus is on the fundamentals, we’re building the business out the right way, developing stronger customer partnerships making a ton of progress and have confidence in how things will evolve as we go through the year.
David Driscoll - Citi:
A separate question, I think you guys said that the Ralcorp-ConAgra savings are now expected at 350 million. Do I remember correctly that the original forecast was 300, is this a $50 million step-up and can you give us any color as to the specific savings expected this year fiscal ‘15?
John Gehring:
Yes David let me clarify that for you. I think the two numbers are a little mixed up there. We continue to see that the synergies from the Ralcorp deal by fiscal 2017 to be a run-rate of 300 million. The $350 million that I referred to is our total productivity for our supply chain across all of the company for fiscal 2015 and probably subsequent years also as what we talked about at CAGNY last year. So 300 million run-rate by fiscal 2017 for Ralcorp synergies, total productivity and supply chain this year of about 350 million. This year and as it relates to our Private Brands business. We’re probably looking at something in the range of a $125 million to $150 million for productivity there most -- big chunk of that is synergies.
Operator:
We will take our question now from Jason English with Goldman Sachs.
Jason English - Goldman Sachs:
Congratulations on a sequential progress. I was hoping I could understand some of the drivers of the profit erosion in private label little bit more. When you disclose sales growth of one on 3% volume decline implicitly we’re talking about 1% price growth but you’re referencing price concession. So how do I foot those two numbers?
Gary Rodkin:
Yes let me start with that Jason. So, we made as we have talked a lot about, we were on our heels very reactive last year and those price concessions that we made are still with us. So those are in our base but as we move forward and we start to selectively manage our mix and we take some pricing on some of the new business that starts to eat into those price concessions and that’s why we have got that dynamic. Paul?
Paul Maass:
Yes and the other element I would mention John referenced in his remarks supply chain initiatives and the picture I will paint it's really about taking one step back to take two steps forward. We’re changing our broad [ph] distribution network to optimize how we execute there. In the short term that adds costs but in the long term it puts us in an advantage position to execute the business. We’re also consolidating production at certain plants, increases capacity utilization. Again these are expensive things to execute that hurts the profit performance in the short term but really positions us better in the longer term and that’s what we’re driving against and that’s what you see coming through.
Jason English - Goldman Sachs:
Do you guys have a sense of the magnitude of these incremental costs that may prove transitory that you are not excluding as onetime items?
John Gehring :
Jason, I believe in the range of $30 million this year.
Operator:
We will take our question now from Akshay Jagdale with KeyBanc Capital Markets.
Akshay Jagdale - KeyBanc Capital Markets:
My first question is on Consumer Foods and the advertising promotion expense. I know you had a tough lap, what's the expectation for the year? And Gary, since you've been on at ConAgra, in-charge rather, you've tried to increase advertising promotion generally over a longer term. Are you resetting that now to a much lower level? I mean what's the number for this year and what's the sustainable advertising promotion number for the Consumer Foods business? And with the lower number this year what impact might that have on sales?
Gary Rodkin:
You know philosophically I would say the most important thing -- two things, one last year we spent heavily on some new product introductions that didn’t live up to expectations and that out of the numbers this year so that’s a big impact. Maybe more importantly we’re working smarter and deploying our resources more judiciously and that’s really about demanding and raising the bar for our folks to say, if we are going to spend the resources we need to see the growth that comes along with it. So Tom, maybe some more details.
Tom McGough:
Sure. As Gary said, as with any investment we make we have a very sharp ROI focus on allocating those resources. Given the breadth of our portfolio, we are investing but we’re going to get the highest returns. Those include many of the businesses that Gary highlighted earlier, Marie Callender, a tomato crop [ph] platform, crop platform, Slim Jim, Reddi-wip. We will continue to invest, but we’re getting a very strong ROI. Overall our FY ’15 spending for the balance of the year will be roughly in-line with year ago levels.
Akshay Jagdale - KeyBanc Capital Markets:
Just on Private Brands, are you in a position now to look at this business since it's stabilized in terms of its performance, look at it longer term and give us some guidance in what a long term margin profile for this could look like? I mean your long term targets imply that we should get somewhere close to double digit segment EBIT margins on Private Brands, but is that something that's achievable?
Chris Klinefelter:
As you know from our statements we expect modest growth this year for things to accelerate over ’16 and ’17. In terms of giving a hard number we haven't cited one, but I can tell you is reaching double digits in a reasonable amount of time of long term is not out of the question.
Operator:
We will move now to Robert Moskow with Credit Suisse.
Robert Moskow - Credit Suisse:
A couple of questions. One is on the synergies for the Private Brands business, the 300 million. I'm sure you've addressed this before, but to what extent does that entail consolidating the Private Brands supply chain with the Consumer Foods supply chain? Have you announced those types of steps yet, if there are any at all? And the reason I ask, Gary, is that I'm sure that the Board in the future will continue to evaluate the role of Private Brands in the portfolio. And as you integrate them together, perhaps you even take the step to pull them apart at some point? And then I had a quick follow-up?
Gary Rodkin:
Yes let me just tell you that our objective is to really leverage the infrastructure that we have that’s what we have talked about when we made the acquisition and we still are aligned through the Board on that strategy but John?
John Gehring:
Yes just a follow-up we have done a lot of integration I think you know this year for instance the big portion of the ramp-up in our synergies is coming from procurement and it's really leveraging the buy of really common materials across all of those businesses and then certainly from rolling out our manufacturing cost savings initiatives within the plants we really are doing a fair amount of integration of these businesses and the supply chains in particular. Other thing you think about things like distribution networks and how we move product to customer. So there is an awful lot of progress we have made there and more to come but clearly we’re looking at a total supply chain.
Gary Rodkin:
Rob, one other thing I would just mention as you think about it on a go forward basis, most of our competitors are pretty small in Private Brands and when you think about total delivered cost and ultimately and this is going to take a bit longer but ultimately the total delivered cost just from a logistics standpoint of being able to combine loads and deliver is certainly going to be an advantage for us. So that’s just one other example of what we have to look forward to.
Robert Moskow - Credit Suisse:
Okay. I get it. My follow-up was about the R&D capabilities in the private label business. Your competitor in private label talks a lot about how they use their R&D and marketing capability to come up with ways to segment the market for their private label customers. Gary, you gave a lot of good detail on private label during the quarter, but I was wondering, if you get these new business wins, are they asking you to leverage your R&D capability to come up with new product ideas or premium versions or is it just like you are bidding for business and you're displacing someone else?
Paul Maass:
I would just describe national brand emulation is a critical part. We have really strong capabilities especially of the categories that we’re in as a core competence that is required for success, effective interaction with our customers and developing the right products. So leveraging our total R&D capabilities across our company is absolutely part of our total value proposition and we believe it gives us competitive advantage and we’re leaning into it and frankly back on the comments on the supply chain, I would put supply chain in that same realm and the same outlook. It's a strong capability, we’re leveraging it to help us win over the long haul.
Gary Rodkin:
Yes I mean so the sweating the assets clearly important. Getting the emulation right, that’s kind of the bread and butter of the business but clearly our customers are really excited about our capabilities on the innovation side, that’s to come as we go forward, we dabbled in that in a small way thus far and have some wins there but that’s going to become a bigger piece of the business as we go forward particularly as the customers go up market.
Operator:
And Jonathan Feeney with Athlos Research has our next question.
Jonathan Feeney - Athlos Research:
I wanted to come at the margin question on Private Brands a little bit different way. If we go back to -- I mean forget about the run-up between -- around the time of the transaction -- but we will take an average of ’08 through 2012. If you look at the legacy Ralcorp business, pre-synergy you were looking at excluding the branded side of that business, excluding the post-acquisition of theirs and anything related to that. You were talking about 10% to 12% operating margins -- segment margins and so 2% of that was corporate overhead. So level is already higher than what you are reporting and talking about and then, you take another $300 million I mean significantly, 500, 600 basis points incremental in terms of the legacy Ralcorp sales to where that is. So, I'm trying to bridge maybe where -- have competitive conditions changed that you just can't sustain those kinds of margins and so that 12%, 13% isn't attainable? How much of this is temporary dislocation related to the problems last year and how much of this is any change in the marketplace that might have happened due to higher commodity prices, more competition from brands? Just your thoughts on that, Gary? Thanks.
Chris Klinefelter: :
Paul Maass:
Yes and just a little color, I would start with our current margin performance is not acceptable and our focus is on improving it. A lot of effort around the top line working with customers and just basic blocking and tackling - filling distribution voids, gaining new business, getting it in market all the things that we talked about from a supply chain leveraging our R&D capabilities. So we’re making progress, there is sequential improvement, feel good about the outlook but also acknowledge that the current margin structure is not where it needs to be and the one that we haven't hit on much is pricing and we’re surgical pricing low margin SKUs that’s an element of it and that where we were a year ago we had to give a lot of pricing and that was just a situation we were in, but we’re fundamentally changing it and know we have to get a better outcome.
Operator:
And we will hear a question now from Alexia Howard with Sanford C. Bernstein.
Alexia Howard - Sanford C. Bernstein & Company :
Can I ask about the progress that you're making on what you've termed the troubled brands before? I think a while ago, you were saying it's very hard to recruit new consumers into those brands. From your comments today, it looks as though they are still seeing negative sales growth. I'm not sure how negative that is, but it sounds as though you’re making progress. Was it as simple as just putting the little snap-top lids on the Chef Boyardee? Or is there merchandising, pricing, other marketing or innovation activity that's allowing you to see a bit of progress there? And will we see positive growth on those brands at some point soon? Thank you.
Tom McGough:
As you have highlighted we have talked a lot about these brands, we have been working to stabilize the three businesses of Chef Boyardee, Healthy Choice, and Orville Redenbacher's and it is focused on getting the fundamentals right and being perfect at retail. In Q1, we made very tangible progress in improving the trends. Specifically on Chef Boyardee it's been a combination of two factors, certainly adding our easy open lid to the product has improved our non-promoted velocities, but we have also been more effective in our in-store merchandising. On Healthy Choice, while the nutritional segment continues to be challenging we’re transforming our product line around Cafe Steamers, which is a very proprietary format for us. It's growing at strong double digit rates. This is work we’re going to continue throughout FY ’15 and then finally on Orville Redenbacher we will be fielding several initiatives in the latter part of this calendar year to get those fundamentals right and we anticipate improving trends in the second half. Microwave popcorn is a category that we believe and we’re confident we can grow and I think you can see that in our Act II performance that we’re posting very significant year-on-year increases in our consumption as we have gotten the fundamentals right on that business. So overall we expect to see continued sequential improvement from these brands as we progress through the year.
Operator:
There are no further questions Mr. Klinefelter. I will hand the conference back to you for final remarks or closing comments.
Chris Klinefelter:
So thank you. This concludes our call today and just as a reminder this is being recorded and will be archived on the web as detailed in our news release and as always we’re available for discussions. Thank you very much for your interest in ConAgra Foods.
Operator:
Thank you. This concludes today’s ConAgra Foods first quarter earnings conference call. Thank you again for attending and have a good day.
Executives:
Gary Rodkin - CEO Chris Klinefelter - VP, IR John Gehring - EVP and CFO Tom McGough - President, Consumer Foods Paul Maass - President, Private Brands and Commercial Foods
Analysts:
Andrew Lazar - Barclays Capital David Driscoll - Citigroup Ken Goldman - J.P. Morgan David Palmer - RBC Capital Markets Jonathan Feeney - Athlos Research Robert Moskow - Credit Suisse Jason English - Goldman Sachs Eric Katzman - Deutsche Bank David Lee - Bank of America/Merrill Lynch Akshay Jagdale - KeyBanc
Operator:
Good morning, and welcome to today's ConAgra Foods Fourth Quarter's Earnings Conference Call. This program is being recorded. My name is Jessica Morgan, and I'll be your conference facilitator. All audience lines are currently in a listen-only mode, however our speakers will address your questions at the end of the presentation during the formal question-and-answer session. At this time, I'd like to introduce your host for today's program, Gary Rodkin, Chief Executive Officer of ConAgra Foods. Please go ahead, Mr. Rodkin.
Gary Rodkin:
Good morning and welcome to our fourth quarter earnings call. Thanks for joining us today. I am Gary Rodkin and I am here with John Gehring, our CFO; and Chris Klinefelter, our VP of Investor Relations. Before we get started, Chris has a few words.
Chris Klinefelter:
Good morning. During today's remarks, we will make some forward-looking statements, and while we’re making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. So if you'd like to learn more about the risks and factors that can influence and affect our business perhaps materially, I'll refer you to the documents we file with the SEC, which includes cautionary language. Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance can be found in either the earnings press release, the Q&A or on our web site. Now I'll turn it back over to Gary.
Gary Rodkin:
Thanks Chris. As we shared in our pre-announcement last week, fourth quarter diluted EPS from continuing operations on a comparable basis was $0.55 versus $0.60 a year ago, and as reported EPS showed a loss due to impairment charges, which we will talk about in a few minutes. Our shortfall to our expectations was driven by two key factors; one, weaker than planned Consumer Foods volumes, and two, significantly lower profitability in our Private Brands operations. As we reevaluated the current and near term profit trends for our private brands business, we concluded that we will be below original estimates for several years, which is the main reason we lowered our EPS outlook for fiscal 2015 to 2017. To state the obvious, we are disappointed with these results. We didn't live up to our expectations, and the year and the quarter were unacceptable. In my book, there are no excuses for that. I want to take the time this morning to explain the root causes of the miss and some details on the improvement initiatives underway. There is nothing more important for me than ensuring we drive improvement in fiscal 2015. We have a tremendous amount of company-wide engagement, resources and energy devoted to improving results in fiscal 2015 and beyond. While fiscal 2014 was not what we wanted in terms of profits, our operating cash flow exceeded $1.5 billion, and we repaid $600 million of debt, both of these items exceeded expectations, and are important factors in the ability for us to succeed going forward. We did this while continuing to pay a strong dividend, and I will emphasize that we remain committed to the current $1 per share annual payout, and a strong dividend policy as well. At a segment level, we will start with our Consumer Foods results. Net sales were approximately $1.8 billion and operating profit was $177 million as reported. That reflects a sales decline of 7%, comprised of a 7% volume decline, 1% favorable price mix, and 1% unfavorable impact from foreign exchange. In Q4, our Consumer Foods volume decline was worse than the 3% to 4% decline we were expecting. Why? The continuing poor performance of several large brands we have discussed previously, very soft packaged food industry performance in May, and some late shifting of promotion timing into the first quarter of F 2015. As has been the case for a few quarters now, the biggest portion of our volume decline relates to a handful of brands that we have talked about before, namely Healthy Choice, Orville Redenbacher's and Chef Boyardee. We have begun making changes with these brands to improve performance. We are confident we are doing the right things to make an impact, and we recognize the need to move faster. We believe we will see better overall performance on the top and bottom line from this trio in fiscal 2015. One of the softest categories is Healthy Meals, which obviously impacts Healthy Choice. The Frozen Healthy Meal segment is a big important area within frozen single serve meals at $2.5 billion in annual retail sales, comparable to the hot dog category. This particular part of frozen single serve meals has seen the biggest drop in sales. There is plenty of room for better performance in a category this big by gaining share via differentiated product. In terms of specific initiatives, we have started improving product mix, meaning moving to more of our proprietary Cafe Steamers offerings and discontinuing a number of other Healthy Choice slow moving SKUs. Those discontinuations are contributing to the brand’s current volume declines, and that will continue in the first quarter of fiscal 2015, but better volume performance should start to show in the second quarter. For context, Cafe Steamers is a truly differentiated product line, has proven staying power, and has good margins. So growing that specific product line is good all around for our results. Moving on to Chef Boyardee, we had eliminated at the beginning of fiscal 2014, the Easy Open lid on Chef Boyardee cans and in retrospect this was a mistake. So we have very recently added it back, and that inventory is now getting on shelf. We strongly believe Chef Boyardee can do a better job with core category users by leveraging its protein content about 16 grams in a can that costs on average, about $1. In addition, we have retooled our merchandising programs customer by customer to get more lift with a renewed focus on the core user. We are seeing good growth in Chef Boyardee microwave cups, so we believe the Chef equity still has strength, and are looking forward to leveraging that. In regard to Orville Redenbacher's, our strategy over the past several years has been to grow overall microwave popcorn usage and we lost share as competitors did a better job executing in-store. We have shifted our focus to be more competitive and to be more perfect at retail. This is a work in progress, but we believe the strategy shift will improve our performance. While overall volume in Consumer Foods was disappointing, we had good sales performances from some brands within the portfolio, including for Totally Frozen meals, Slim Jim Meat Snacks and Reddi-wip, all of which continued to respond well to our marketing spend. In the overall Frozen category, consumer buying is down, but we are taking share in single served meals. We continue to be a strong player there overall, and we saw good share performance as well as volume growth during the quarter, from Marie Callender's and Bertolli. Of course, the volume declines have weighed on profits in Consumer Foods. For the fourth quarter, adjusted operating profit of $268 million was 3% below the comparable $275 million last year. The impact of the volume decline on profit was lessened by cost savings in excess of inflation, as well as lower advertising and promotion expenses. Looking ahead, we do have confidence in stabilizing Consumer Foods volume, getting sequentially better in fiscal 2015 for three reasons; one, we expect to see gradual improvement in those three bigger brands that have weighed on volume; drew the specific plans we have in place for each of them. Two; we are well positioned to grow and build share in faster growing customer channels, where there is significant opportunity for us. We have been underdeveloped here in simply capturing our fair share of these faster growing retail outlets, specifically Club, Dollar and C-Store will provide a meaningful boost; and as we shared with you at CAGNY, we are actively innovating and designing products, packaging and promotional strategies to be a bigger part of that channel growth. We have shifted R&D and supply chain resources to ensure that we have the right focus on channels, and are already seeing some success with brands like Bertolli in the club channel. And third, we see upside coming from our international Consumer Foods business, while still a small part of our portfolio, we can see it starting to make a difference in our overall results as our global customers grow around the world. Many of our brands do well in emerging markets, particularly in Latin America, Mexico and India. Our focus is specific by geography and product platform to capture growth in products like tomatoes, popcorn and hot cocoa. We have rewired our organization to get sharper and faster in our execution. We have significantly intensified our focus on customers with stronger joint business planning, we are fine tuning our promotions to reconnect with loyal consumers more effectively, and we are continuing to drive supply chain productivity. When we think about other efficiencies, specifically trade and marketing spend, we have realistic expectations about growth in this segment, given our center of store categories and product lines. We balance our trade and marketing investment with all this in mind, so that we are structuring our spending for an appropriate return. We do have a number of strong brands with effective advertising. We now have a more laser-like focus on the true effectiveness and impact of our marketing and trade spend, and we will continue to fine tune for maximum impact. In summary on Consumer Foods, we believe the plans we have got in place will drive better top and bottom line performance in fiscal 2015. Now I will move on to our Private Brands segment, where sales were approximately $1 billion in the fourth quarter, in line with prior year amounts. Profits for the Private Brands were soft at about $60 million below comparable year ago amounts. We made significant pricing concessions in the previous nine to 12 months that combined to drive down margins. Those were significant investments we chose to put into this business to stabilize customer relationships and preserve a sales base, as we work through some customer service and manufacturing issues inherited from the legacy Ralcorp business. Those were our issues, not broad, private brand industry challenges. It's also worth noting that some of the quarter's operating profit decline came from what I will call concentrated costs, as we made a handful of integration changes and other transitions. We have begun the closure of three plants as part of our network optimization plan. We have made significant distribution center changes and we have created new supplier arrangements. While there is costs associated with these moves, they create longer term value. In other words, this quarter had some costs that progressively lessened throughout fiscal 2015. Looking ahead, we expect profit to improve in this segment in fiscal 2015. We will lap most of the 2014 pricing concessions in the back half of fiscal 2015. We have corrected the service issues. We are regaining customer confidence and we are beginning to win new business with the opportunity to win more business with better pricing and an improved mix. We will also benefit from a more efficient organization. We believe margins will improve starting in the second half of fiscal 2015, as we lap our pricing and accelerate our cost synergies. Let me be clear, the profit headwinds and these specific integration issues that we have been discussing for a while now, are not a result of owning both a branded and private label business. The issues reflect the fact that we brought a roll-up company that was beginning a restructuring, and that company was made up of many parts that weren't functioning together and needed fixing. We knew there would be work to do, but underestimated the degree of difficulty and the amount of time it would take to course correct. We have paid lots of tuition in terms of learnings. Frankly, we have been back on our heels reacting, and are now in the very early stages of leveraging our strengths proactively. We are turning this business into one that operates more effectively, and has a better more sustainable marketplace footing. This will be well worth it, as we look out a few years. We made a bold transformational move in acquiring Ralcorp, rooted in our continuing strong belief in our Private Brand strategy. It has been an intense learning experience, but in the end, the insights we have gained will make us better and stronger over time. Rebuilding customer trust and confidence required some difficult investment choices and trade-offs. A higher level of customer responsiveness required significant organizational rewiring. We are confident in long term growth opportunities for the Private Brands segment. We are confident that our investments designed to create healthy customer relationships, and preserve a substantial portion of our sales base, will serve us well for the long term. That said, the profit performance for this segment over the next several years will not be as strong as we originally expected. That impacts our overall EPS commitments as we indicated in last week's preannouncement, but we are committed to getting back on track and accelerating growth in fiscal 2016 and beyond with productivity, synergies and organic business expansion. Regarding synergies, we are comfortable with our original goals, we still should generate $300 million by fiscal 2017 from the Ralcorp transaction and we have taken that into consideration in our revised outlook. We are confident that we will gradually improve mix, see margin expansion and spend less money and time on course correcting. Within our Commercial Foods segment, our fourth quarter sales and operating profits were up slightly. In Lamb Weston, which is the biggest part of our Commercial Foods business, we are dealing with a suboptimal potato crop, but have quickly recovered volume that we had lost earlier in fiscal 2014 due to a customer transition. In addition, we are gaining even more momentum internationally. In fact, Lamb Weston's international sales grew at a double digit rate in the fiscal year, as we capitalize on the international expansion of key customers. While we continue to deal with last year's potato crop, we will continue to deal with last year's potato crop for a few months of fiscal 2015 we expect to have a very good year in our Commercial Foods business. In our Milling business, sales declined in Q4, reflecting the pass-through of lower wheat costs and the profits declined due to market conditions. Shortly after the quarter ended, we completed the Ardent Mills transaction. The Ardent Mills JV will allow us to take part in financial gains of a more efficient milling business, without the sales volatility of a commodity oriented business in our base results. I am very confident that this will be a long term strategic win that will enhance ConAgra Foods' shareholder value over time. As a reminder, we have a 44% interest in Ardent Mills. Long term, we expect good accretion from this important portfolio move, making this a financially and strategically sound transaction. Looking ahead, we are basing our confidence in recovering in fiscal 2015 and growing beyond that on a number of well grounded factors. One of those is our cost reduction work that we are doing across the company. As we told you in February, we have committed to saving $100 million in SG&A costs by the end of fiscal 2016, and we are projecting to be ahead of schedule in fiscal 2015. These savings are in addition to our strong productivity and synergies which we have talked to you about before. The SG&A savings come from what we call our effectiveness and efficiency work. The purpose is to create an organization that's more agile in its decision making and execution, extremely customer focused and more effective in resource allocation. When we became a bigger company with the acquisition of Ralcorp in fiscal 2013, we needed to take a hard look at how our resources were allocated and designed organizations and processes that more effectively and efficiently met the needs of customers. So this is about overall workflow and how we go to market in a way that best leverages our resources and speeds decision-making with the customer as our focal point across the organization. We have designed more effective and efficient ways to operate, leveraging our standards of expertise which are designed to scale across the company. As an example, we have brought together our supply chains from across the company, as well as our research, quality and innovation team under one leader, Al Bolles. We have done this for end to end alignment with better linkage across our operations. Creating one seamless technical organization allows us to move faster, cut through obstacles, make better holistic decisions and win more with our customers. In another leadership change, we wanted to let you know that Doug Knudsen who led our sales team for many years has retired. Many of you knew Doug from CAGNY and other events. We thank Doug for his tireless work and commitment, he was a key contributor to the company for 37 years and we wish him well in his retirement. Taking over from Doug is Derek Delamater, our new President of Sales for our Retail Selling organization. We are excited about the capabilities Derek brings to the role. He has spent many years in the field representing ConAgra foods with some of our biggest customers, and was most recently inside our headquarters, fine tuning our analytics, and designing improvements on our joint business planning processes. He knows the current state of the marketplace first hand, and will help us build even more winning partnerships with customers, as we go forward. The SG&A savings and better organizational design across the company are foundational to our year of rebuilding, and an important source of confidence in our EPS outlook. But they are not the only reason we are confident in our growth projections for fiscal 2015. In addition, we expect to have significant ongoing cost synergies from the Ralcorp acquisition, a strong commercial business led by growth from Lamb Weston, as we lap the food service customer loss, plus continuation of the good international growth, and a transition to a more normalized crop. Private Brands volume growth, and the beginning of margin expansion in the second half of fiscal 2015, due to numerous improvements underway, and stabilization of the big consumer foods brands that have weighed on results, plus a sharper focus on growing channels and international markets. We are confident these factors will continue to benefit results in fiscal 2016 and 2017 where we plan for EPS growth acceleration due to the foundational work we are doing now. And of course, will continue our debt reduction progress, all while keeping our commitment to a strong dividend currently at $1 per share annually. In closing, we are using what we learned in fiscal 2014 to make headway. Establishing specific milestones for improvement and stabilizing the business in fiscal 2015. We are confident in our ability to make progress due to the factors we have mapped out and have shared with you this morning. John will share additional details now, but before I turn it over to him, I want to thank you for your time and attention this morning. We are working hard to be transparent, provide the level of detail needed to ensure you have a good understanding of our results and plans. Now I will turn it over to John.
John Gehring:
Thank you, Gary, and good morning everyone. I am going to touch on five topics this morning. First, I will start with a brief discussion of the intangible asset impairment charges we recorded this fiscal quarter. Then I will address fiscal fourth quarter and full year performance. Next, I will cover comparability matters, and then on to cash flow, capital and balance sheet items, and finally, I will provide some comments on our outlook. Let's start with our intangible asset impairment charges; in our Private Brands segment, as a result of the continued decline in our gross margins through the second half of the fiscal year, and more modest expectations relative to the timing of improvement in profit margins, as reflected in our recently completed fiscal year 2015 plans, our fourth quarter impairment analysis indicated that goodwill was impaired. We then performed additional analysis to measure the impairment, and as a result, the company recorded non-cash impairment charges of approximately $605 million or $1.35 per share after tax. This charge is principally related to the impairment of goodwill, but also includes some immaterial impairment charges related to certain brand or trademark assets in the Private Brands segment. We also recorded additional non-cash charges of approximately $76 million or $0.12 per share after tax, principally related to the impairment of the Chef Boyardee brand in our Consumer Foods segment. This impairment reflects the impact of lower volume and margin trends for this brand. The total impairment charge of $681 million or $1.47 per share after tax is being treated as an item impacting comparability. The company believes that these non-cash charges will not impact the company's ability or plans to execute these businesses in the future. Next, I'd like to comment on our performance. Overall, the fiscal fourth quarter and full year results were below our expectations and reflect continued challenges in several areas of our business. First, for the full fiscal year, we have reported fully diluted earnings per share from continuing operations of $0.70 versus $1.85 last year. Adjusting for items impacting comparability, fully diluted earnings per share were $2.17 versus $2.16 in the prior fiscal year. Turning to our fourth quarter results; for the fiscal fourth quarter, we reported net sales of $4.4 billion, down approximately 3%, driven by volume softness in our Consumer Foods segment, and the impact of lower year-over-year weak prices in our flour milling operations, offset somewhat by stronger volume in Lamb Weston. For the quarter, we reported a loss per share from continuing operations of $0.76 versus earnings per share of $0.45 in the year ago period. Adjusting for items impacting comparability, fully diluted earnings per share were $0.55, versus $0.60 in the prior year quarter, an 8% decrease. While Gary has addressed our segment results, I would also like to touch on a few items; starting with our Consumer Foods segment, where net sales were approximately $1.8 billion, down about 7% from the year ago period, reflecting a volume decline of 7%, positive price mix of about 1%, and about 1% of negative FX. Our Consumer Foods segment operating profit adjusted for items impacting comparability was $268 million or down about 3% from a year ago period. The operating profit decline reflects the weak volume performance, largely offset by lower marketing and SG&A costs, including incentive compensation. The impact from foreign exchange on operating profit for the segment this quarter was approximately $5 million. Our Consumer Foods supply chain cost reduction programs continue to yield good results and delivered cost savings of approximately $50 million in the quarter. For the fiscal fourth quarter, we experienced inflation of about 3%, as cost increases on certain inputs such as dairy and protein accelerated. On marketing, Consumer Foods advertising and promotion expense for the quarter was $53 million, down about 36% from the prior year quarter. In our Commercial Foods segment, net sales were approximately $1.6 billion or up about 1% from the prior year quarter. The net sales increase reflects stronger volume performance, offset by the pass-through of lower wheat costs in our flour milling business. The Commercial Foods segment's operating profit adjusted for items impacting comparability was $190 million, or slightly above the year ago period. This primarily reflects stronger volumes and lower SG&A costs, offset by negative price mix across the segment. As Gary noted, subsequent to fiscal 2014 year-end, we completed the formation of Ardent Mills, which included the divestiture of three flour mills at the end of fiscal 2014. In connection with the sale of these three flour mills, we recognized a gain of approximately $91 million, which we treat as a comparability item. The company will also record a significant gain in connection with the formation of Ardent Mills in the first quarter of fiscal 2015. This gain while preliminarily estimated to be in excess of $500 million will also be reflected as an item impacting comparability. I will say more about the impacts of the transaction on cash flow, debt repayment and future earnings in a few moments. Our Private Brand segment delivered net sales for the quarter of $1.0 billion and operating profit excluding items impacting comparability of approximately $44 million. The results reflect significant margin compression, driven by the pricing concessions over the past several quarters, which were made to protect volume in the business. The results also reflect unfavorable mix and higher costs related to the operational challenges we have faced. While more than offset by the negative impact of pricing and operational challenges, we have realized over $30 million of COGS and SG&A synergies in fiscal 2014. Moving on to corporate expenses; for the quarter, corporate expenses were approximately $65 million. Adjusting for items impacting comparability, corporate expenses were $62 million versus $93 million in the year ago quarter. The year-over-year decrease reflects lower incentive compensation and pension costs, and the impact of efficiency initiatives. Now I will move on to my next topic, items impacting comparability. Overall, we have approximately $1.31 per diluted share of net expense in the quarter's reported EPS related to several items. As previously discussed, we recorded $681 million or $1.47 per share of non-cash charges related to intangible asset impairments. In addition, in our Commercial Foods segment, we recorded a gain of approximately $91 million or $0.13 per share, related to the sale of three flour mills in connection with the formation of Ardent Mills; and $5 million or $0.01 per share related to a gain on the sale of a non-operating asset. Next, we recorded approximately $59 million or $0.08 per share of net expense related to integration and restructuring costs. On hedging, for the fiscal fourth quarter, the net hedging gain, included in corporate expenses was approximately $14 million or $0.02 per share. We also recorded a tax benefit of about $27 million or approximately $0.06 per share, primarily related to benefits from changes in legal structure and state [indiscernible] positions and the resolution of certain foreign income tax matters. And finally in the fiscal fourth quarter, we recognized the net benefit related to historical legal matters of $10 million or approximately $0.02 per share. Next, I will cover my third topic, cash flow, capital and balance sheet items. First, we ended the quarter with $183 million of cash on hand, and $142 million in outstanding commercial paper borrowings. We continue to emphasize cash flow within our business, and for fiscal year 2014, we delivered operating cash flows of approximately $1.55 billion, better than our expectations. On working capital, for fiscal year 2014, working capital changes contributed modestly to operating cash flow. On capital expenditures for the quarter, we had capital expenditures of $131 million versus $163 million in the prior year, and for the full fiscal year, our CapEx was approximately $602 million. Net interest expense was $93 million in the fiscal fourth quarter versus $102 million in the year ago quarter. dividends for the quarter were $105 million versus $104 million in the year ago quarter. On capital allocation, as we have noted previously, our capital allocation priority through fiscal year 2015 will be the repayment of debt. In fiscal 2014, we repaid in excess of $600 million of debt, exceeding our previous estimate of $550 million. In connection with the formation of Ardent Mills, in the first quarter of fiscal 2015, we received proceeds from the sales of three mills and distributions from Ardent Mills, which totaled approximately $569 million, or about $527 million after estimated tax liabilities. As we have previously discussed, we expect to use the proceeds, primarily to accelerate our debt repayment and to increase our target to approximately $2.0 billion by the end of 2015. By the end of fiscal 2015, we expect to have repaid around $2 billion of debt, since the closing of the Ralcorp transaction, and with a stronger balance sheet, we expect to have more flexibility in our capital allocation to consider dividend increases, share repurchases, and additional growth investments. We remain committed to a strong dividend, and we will maintain our current annual dividend rate at $1 per share as we delever. However, during this period, we will limit our share repurchases. This quarter, we did not repurchase any shares. And while we expect limited acquisition activity in the near term as we repay debt, we will continue to prudently support the right investments for our business. Now I'd like to share some comments on our fiscal 2015 outlook and our long term algorithm. First on our fiscal 2015 outlook, we currently expect fiscal 2015 diluted earnings per share, adjusted for items impacting comparability, to grow at a rate in the mid single digits, from our fiscal 2014 base of $2.17. Here are a few relevant points for fiscal 2015; first on Ardent Mills, fiscal 2015 earnings from the joint venture are expected to be about $0.08 per diluted share lower than the fiscal 2014 comparable earnings from ConAgra Mills. As a reminder, after the close of the transaction, earnings from this joint venture will be reported as equity investment earnings, and in fiscal 2015, we will only reflect 11 months of such earnings, due to the transition to new accounting periods for Ardent Mills. I would also note that beginning in the first quarter of fiscal 2015, we expect to reflect ConAgra Mills as discontinued operations, so our reported results for prior periods will be reduced to reflect the removal of ConAgra Mills results from such periods due to our anticipated adoption of new accounting rules. This treatment does not affect our view of our 2014 earnings base. In our Consumer Foods segment, we expect sequentially improving volume performance and stronger operating profit performance. This fiscal 2015 outlook also reflects modest gross margin improvement in our Consumer Foods segment, driven by mix improvements and strong cost savings, partially offset by inflation in the range of 2% to 3%. The segment is also expected to realize SG&A savings from our effectiveness and efficiency initiatives. For fiscal 2015, we expect total productivity including synergies from the Ralcorp acquisition to be about $200 million in our Consumer Foods segment. We also expect a modest decrease in our advertising and promotion costs, as we focus more effort on in-store execution. In our Commercial Foods segment, excluding ConAgra Mills, which will be classified as discontinued operations, we expect this segment to reflect good sales and profit growth, led by stronger performance in our Lamb Weston business driven by international growth, and improved margins from a better potato crop beginning in the second quarter. We expect that our other food service and commercial businesses in this segment will post moderate growth in fiscal 2015. In our Private Brands segment, we expect volumes to improve over the course of the year. As Gary noted, we are very focused on margin recovery in this segment, and also expect to see gradual improvement as we move through fiscal 2015, driven by pricing and mix improvements and productivity including synergies and SG&A benefits. While we are disappointed in the current profitability level, we are confident that the improvements in our business execution over time will drive sustainable profitable growth. Our outlook also reflects the expectation that cost synergies resulting from the Ralcorp acquisition will reach $300 million of annual pre-tax benefits by fiscal 2017. For fiscal 2015, our effective tax rate will be in the range of 34% for the full year although this rate may fluctuate somewhat quarter-to-quarter. Importantly, we expect to generate approximately $1.6 billion to $1.7 billion of operating cash flow in fiscal year 2015, which we expect will provide us ample cash to achieve our fiscal 2015 debt repayment target. We do expect our profit growth in fiscal 2015 to be skewed to the second half, with the first quarter comparable EPS to be slightly below year ago levels, due to several factors, including the timing of profit improvement in our Private Brands segment, and for certain brands within our Consumer Group segment; the timing of the new crop in Lamb Weston, which will benefit earnings beginning in the fall; the timing of Ardent Mills' operations and synergy ramp-up and the loss of one month of earnings from Ardent Mills in the first quarter, due to its change in accounting periods, and the increasing impact from SG&A cost reductions as the year progresses. I reiterate that we expect EPS growth in the mid-single digits for the full fiscal year. On our long term outlook, after fiscal 2015, we expect comparable diluted EPS to grow at a rate of -- in the high single digits annually. We also expect long term annual sales growth in the range of 3% to 4%. In summary, fiscal 2014 has been a challenging transitional year for ConAgra Foods. While we are disappointed with our financial results, we remain focused on addressing operational challenges, and ultimately delivering more consistent profitable growth over the long term. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Gary and I along with Tom McGough and Paul Maass will be happy to take your questions. I will now turn it over to the operator to begin the Q&A portion of our session. Operator?
Operator:
Thank you. Now we'd like to get to an important part of today's call, taking your questions. (Operator Instructions). And it looks like our first question today will come from Andrew Lazar with Barclays Capital.
Andrew Lazar - Barclays Capital:
Thanks for the question.
Gary Rodkin:
Good morning Andrew.
Andrew Lazar - Barclays Capital:
Two things for me. I guess first Gary, as you have stated in isolation, it’s fair to say the Ralcorp acquisition hasn't gone well so far. And at the same time, the core business trends have deteriorated further still. So I guess my question is whether management and the Board are willing now to take a harder look at the portfolio, and make some reasoned decisions regarding where you take the business from here and sort of what factors would play into those sorts of decisions and analysis, and then I have got a follow-up?
Gary Rodkin:
Andrew, that -- clearly a good question, clear point given this year and I completely understand where that's coming from. But keep in mind, this year was highly unusual. I believe that fiscal 2014 really isn't about our portfolio, it's truly about our execution. We do have, I believe a portfolio that can and will deliver sustainable profitable growth, and generate strong cash flow. Our portfolio has some strong categories, like Private Brands. We have got good opportunities in channels like Club, Dollar and C-Store, and we have got some real strong growing geographies, particularly on Lamb Weston international. So we are happy with the breadth and the reach of our portfolio. But what we need to do now, now that the turbulence of F‘14 is behind us, now that we are in the implementation phase of our company-wide effectiveness and efficiency initiative is to execute. Our focus in fiscal 2015 is on execution, and we believe that mid-single digit growth in fiscal 2015 as we stabilize and then high single digit growth in F ‘16 and beyond plus continue to pay good dividend should make for pretty good shareholder returns.
Andrew Lazar - Barclays Capital:
Thanks for that. Then with respect to the consumer branded business, I guess a lot of the reason why advertising and marketing was down in the quarter significantly was shifting a lot of that over to more promotional spend, in store efforts and such. And yet at the same time, obviously the branded pace of volume decelerated pretty significantly. So it doesn't seem like whatever that process was, you got the results that you were looking for, and I understand there is a piece of this which was some SKUs in frozen coming out and such, but that in theory you would have known about, when you were expecting volume to still be down three or four. So I am really just trying to get, I guess, a better understanding of what really happened there, around the consumer volume piece?
Gary Rodkin:
Yeah, let me start and then I will turn over to Tom for a little bit more color. To put it very succinctly Andrew, the industry volume in response to merchandising and just overall post Easter across the industry was very weak, so we did not anticipate that, and secondarily there was some late -- in Q4, some late shifting of merchandising on some of our business to spill over into first quarter 2015. Tom, any more color?
Tom McGough:
Sure Andrew. I think what I'd like to add to that is, what we are seeing in store and the impact that it's having on overall merchandising. I think the challenge that many manufacturers face, including ourselves, is that there is more competition for the limited space in stores. And certainly what we have seen is a lower lift as a result of that. So as we think about it, there is really three components that we are focused on. In Frozen, there has been an increase of overall competitive activity. We have bolstered our support. We have been competitive in our programs, and our market share primarily in the premium and value segments with Marie Callender's, Bertolli and Banquet for the fiscal year are up both in terms of volume and dollar share. We feel like we have struck the right balance there and those are businesses that we will continue to invest in. The second is, being able to -- in this environment of competition is to find ways to break through, and there are two ways that we are doing that. In Chef Boyardee, we have seen a lot of concurrent merchandising. We have traditionally enjoyed exclusivity in our events, and throughout the year, we have experimented with different approaches to get a higher lift. We had some very positive impacts with that, with some customers in Q4. We are going to be implementing that on a much broader basis, throughout the fiscal year, and we will see a better impact from that. And then finally, it’s just about ideas, and where we do really-really well is when we bring those consumer insights, particularly around meal solution, and easy to execute solutions for retailers, we win and we see that on Hunt's, ROTEL, many items in our portfolio. So it’s a challenging environment. We are tackling it category by category and we believe ultimately we will have a positive outcome from that.
Operator:
And we have a question now from David Driscoll with Citi Research.
David Driscoll - Citigroup:
Great. Thank you. Good morning.
Gary Rodkin:
Good morning David.
David Driscoll - Citigroup:
Gary, I have two questions. The first one relates to the Consumer Foods business and then it’s going to come back to the strategic issue that Andrew was talking about. So Orville Redenbacher in the popcorn category, when I just look at my Nielsen data, you have a fairly sizeable price advantage versus the number two brand, Pop Secret. That business according to our Nielsen data has lost an unbelievable amount of share, 760 basis points a share, down 17% in our data. The category though looks awesome, the category is up 8%, so I can't even feel like we can give this thing credit for a tough environment, because the environment for popcorn looks terrific. The question here is not so specific about popcorn, it’s just popcorn feels like the piece of evidence that says, why not take a much harder look at strategic review on the portfolio, because you are not getting the value out of this that you need to be getting, and given where the stock is, selling some assets and buying some stock back seems to make phenomenal sense from a shareholder value creation. So can you give us some thoughts on this?
Gary Rodkin:
Yes, David, fair question, totally understandable and as concerned you are on the Orville Redenbacher performance, it doesn't come close to how frustrated I am with that performance. We need to do better there, and we have a lot of efforts in place to tackle exactly what you are talking about. Now to segue into your other question and what Andrew touched on as well, let me just say, that we are pragmatic. You have seen me demonstrate that in my 8.5 years here with significant transactions and just last week, we closed on the Ardent Mills JV, so we are still believing in our portfolio. We believe that the things we are doing will improve the performance. But we will always look through the lens of creating long term shareholder value.
Operator:
We will move now to JP Morgan's Ken Goldman.
Ken Goldman - J.P. Morgan:
Hey, thanks for the question. Gary, the SKU reductions in Healthy Choice you referenced, to what extent, I guess, are they driven by your decisions, to focus on higher growth items versus the customer's decision to concentrate a bit themselves on faster turning SKUs? I am trying to get a sense for the risk of further SKU reductions like you saw with Healthy Choice a year ago, versus what's sort of being pulled back on your own?
Gary Rodkin:
Yeah Ken. I clearly understand where you're coming from on that. That is totally us. And it's not to say that they don't have a little bit to do with each other, because velocity is what really counts, that shelf space is valuable. But this is something we have been very proactively tackling over the last 12 months or so, because we do have a very strong piece of that business or sub-line of Cafe Steamers continues to grow very strongly, because it's extremely different in the marketplace, and that continues to grow. So we are very consciously culling other sub-lines and slow moving SKUs to give more prominence and more focus to the Cafe Steamers line, and that has been a very big portion of why the volume is down, once we reach the kind of shelf placement that we want, I think we will start to see better performance in Healthy Choice.
Operator:
We will take a question now from David Palmer with RBC Capital Markets.
David Palmer - RBC Capital Markets:
Hi Gary. I would just simply love to understand better the sources of margin pressure on the retailer branded business. The magnitude of each pressure. For instance, during these calls, you had mentioned the need to reinvest in sales, restore the price gaps, and essentially rebid for some portions of your business with certain retailers. Could you talk about the magnitude of these pressures and perhaps, how these drags may be diminishing the coming quarters? Thanks.
Gary Rodkin:
Yeah, let me start on that, and then let me turn it over to Paul, who can get more granular for you. You know that we acquired Ralcorp because of our deep conviction in the long term private brand growth, because of its relevance to consumers and customers and its underdevelopment in the U.S., a whole host of reasons and we still strongly believe in that. And you know that our strategy is to bring our operating capabilities, our infrastructure and our scale to a very fragmented industry. But as you have alluded to, we have dug ourselves a whole in the first full year, and a big piece of what you're referencing is because we had execution and service level issues that really put us on shaky ground with our customers, those are fixed; and our organization is maturing, particularly on the sales front, and what that's going to do, is enable us to partner with our customers, because they are gaining confidence in our reliability, our responsiveness, the capabilities we can bring, and we could be much more proactive, versus as I said before, that we were on our heels. So we will grow volume this year. We will begin to improve our margins in the second half. We will get past some of these short term cost issues, and we will start to bring some of those cost synergies to the bottom line and accelerate our performance, as we get into F 2016 and beyond. So we still have very strong conviction, but we did have a whole host of issues to deal with, that culminated to oversimplify in a lot of price concessions to stabilize. So Paul, some more color?
Paul Maass:
Yeah just, integration itself was challenging; and when you have a situation where your customers are really motivated to change suppliers, because we are letting them down on service and execution issues. You got to really pull the price lever to maintain the volumes. The good news is, we are in a much more stable position. We have fixed service issues and execution issues. Better than me, we don't have a continuous improvement mindset to always look for better ways to run the business and improve. But we are much more stable, and we will drive margin improvement and top line growth here as we go forward.
Operator:
Jonathan Feeney with Athlos Research has our next question.
Jonathan Feeney - Athlos Research:
Good morning. Thanks very much.
Gary Rodkin:
Good morning Jonathan.
Jonathan Feeney - Athlos Research:
Couple of questions. Gary, we talked on these calls about some of the really personnel level and management level changes that were made in a different operating businesses of Ralcorp, and how you had to -- you changed some of those, may be put some resources back in, some people back in, so the decisions are getting made closer to the customer. Can you tell me what comfort you have with the team you have on the field right now there and the structure of those businesses?
Gary Rodkin:
Yeah, let me turn it over to Paul, because I think he can give you some real live color on that.
Paul Maass:
Yeah, we reacted to the reorganization that was done right when we acquired Ralcorp, like it would be beneficial to have decision making, like you said, close to the customer; created six business units with general managers that are running each of those. Yes, disappointed in our fourth quarter results, but have confidence in the structure and the leadership team we have to improve the business and the results going forward, with a really intensified focus on expanding margins.
Gary Rodkin:
And I would tell you Jonathan that, a lot of it has to do with the customer interface, and we frankly have done some course correcting very recently in this effectiveness of efficiency work, to make sure that we have got deeper product knowledge on the front line. That's something that I think we tried to go a bit too broad in the first iteration, and now we are narrowing that product focus now, because we have realized just how important it is to really have the expertise at the buyer level, the front line buyer level. So that is a pretty significant change that we have very recently implemented.
Operator:
We will move now to Robert Moskow with Credit Suisse.
Robert Moskow - Credit Suisse:
Hi thanks. I guess I agree that it's probably too soon to pass judgment on the marriage of private label and brand and as you said, you have been spending the past year, fighting fires. But Gary I was wondering, is it fair to say that you are also stretching some of your resources of your team, more than they have in the past. Like, when I think about your sales function and Doug Knudsen, to what extent was his time being stretched to have to deal with all these customer issues on private label? And do you think that it had an impact on the branded business' volumes falling as well, just in terms of how he spent his time? And then I just wanted to understand what Al Bolles is doing now. He is now taking on the supply chain role; and private label is a very complicated supply chain function, and I want to know to the extent that he is going to be taking that role of the working capital management and all of that, that's entailed?
Gary Rodkin:
Yes. That's a very thoughtful set of questions there, as I would always expect from you. On the first one, in any major acquisition, you are going to stretcher organization, so clearly that has happened. But in recognizing as we have gone through fighting so many fires, more than we anticipated, that really was the basis for this effectiveness of the efficiency work, which has really given us a very granular look at all of our processes, all of our structures. We have been extremely granular on that, and have really worked to have the effectiveness drive the efficiency. So we talk about the savings side of that initiative, but even more important is the effectiveness side of it. Culminating in better resource allocation, faster decision making, more customer responsiveness etcetera. So we clearly have -- are in process of making some pretty significant structural changes, to ensure that we can manage through. Now we are past so much of the fire. It was brutal, to be honest, on the organization in the past year. But I would say that, we are well beyond that. So that's really where I think we are at.
Operator:
Our next question will come from Jason English with Goldman Sachs.
Jason English - Goldman Sachs:
Good morning folks. Thanks for the question.
Gary Rodkin:
Good morning Jason.
Jason English - Goldman Sachs:
So you mentioned, you anticipate improvement in Consumer Foods and top line throughout the year. Can you give us a better sense of the volume growth that your guidance is predicated on for that business?
Tom McGough:
Jason, this is Tom McGough, and with regard to Consumer Foods volume, what we see is sequential performance improvement throughout the year. It's going to be driven by three factors. Clearly job one is improving the overall volume and share performance on our core business. We have talked about the three challenged businesses that we have, initiatives being put in place and we should see sequential improvement on that. The vast majority of our portfolio is actually done very well in terms of growing share, and we are going to sustain that performance. I think what's different going into next year will be two other factors; one is just a new focus on winning and growing channels. Whether it's Club, Dollar, C-Store, they are growing at a much faster rate than traditional grocery. Over the last year, we have worked, customized our product, packaging, merchandising programs to succeed in those classes of trade and we are well positioned, going into FY 2015 to see a market improvement in our top line as a result of that. And then finally, international, while international is a smaller part of our overall portfolio, its starting to have a more significant impact. Our plan there is to grow with our global customers, as they expand globally, and we are seeing good sales acceleration in emerging markets like Mexico and Latin America. While it's a relatively challenging environment, we expect that our business will show sequential improvement throughout the year.
Gary Rodkin:
And Jason, just to put a marker on that, we expect to be about flat to slightly down for the year. So we are not looking for bigger roll-ups, but we are looking for that improvement Tom talked about.
Operator:
We will move now to Eric Katzman with Deutsche Bank.
Eric Katzman - Deutsche Bank:
Hi good morning. Just one clarification and then a more broader strategy question. The 217 base John that you're using, does that include or exclude the dilution from Ardent?
John Gehring:
The 217 base, that's just based off of this year, so there is no dilution from Ardent in the current year. We will be comparing next year, which will have some dilution in it to the 217 base.
Chris Klinefelter:
This is Chris, the mid-single digit rate of growth that we are signing up for next year, includes dilution from Ardent.
Gary Rodkin:
Eric, did you have a follow-up?
Eric Katzman - Deutsche Bank:
Gary if these -- some of these brands like healthy choice and others, you know you put over the last seven, eight years, a tremendous amount of effort to rejuvenate position against the consumer and it has been a struggle. And I am just wondering versus kind of Andrew's point of breaking up the company or something, maybe another option to think about is, why not manage those businesses more for cash, and use that to fund the growth in private label, which obviously you believe in $7 billion plus investment. Why isn't that a viable option for the business?
Gary Rodkin:
Yeah Eric, clearly good question. We have built into our guidance, realistic growth expectations, and we do segment our businesses, and as we see rationale for moving things into more of a managed-for-cash mode, which we do in a number of our businesses, they move in there. So I would tell you that the fixes that we have in place on those three problem brands, really are pretty tactical right now, and they really have to prove their mettle with a very high bar to go get any kind of significant marketing investment from this point forward. So that's may be a slightly different way of saying, we are looking at things a bit like you're suggesting.
Operator:
We will now go to Bryan Spillane with Bank of America/Merrill Lynch.
David Lee - Bank of America/Merrill Lynch:
Good morning. This is actually David Lee in for Bryan.
Gary Rodkin:
Good morning David.
David Lee - Bank of America/Merrill Lynch:
Good morning. Just had a question on the Private Brands business and some of the pricing concessions that you had taken earlier this year; and given that this work has made progress in stabilizing some of the relationships, is there a sense or evidence or examples that the advantages of having these two businesses under the same roof is coming into play? So I guess customers recognizing the higher quality and what way that's contributing to the better margin outlook for the business? And also I guess my understanding was that, some of these were in part due to the competitive environment, so any detail that you can provide on the overall environment will be helpful.
Gary Rodkin:
Yeah, David I would tell you that, we have really been back on our heels this year. So there is no getting around that. We have had to be very reactive in putting out fires and trying to basically maintain our customer relationships. That's pretty much behind us. We put a lot of effort into fixing that, and then a lot of investment into maintaining that business with the price concessions. So we really haven't had the ability in any kind of a big way to take advantage of what we talk about as the one plus one equals three. We do have some specific customer examples where that has worked in combining the two, and that gives us conviction that once we can be much more proactive and have the confidence of our customers, that we will be able to start leveraging those capabilities. But we really haven't seen that, because we haven't been able to focus the energy on that yet. Part of my confidence on our future and private brands, interaction with the customers and the combined strength of having the branded -- and private branded businesses together in those strategic discussions on things we can do, from a strategic partnership.
Chris Klinefelter:
Operator, this is Chris, I'd like to ask that we just have one final question.
Operator:
Thank you. And our final question today will come from Akshay Jagdale with KeyBanc.
Akshay Jagdale - KeyBanc:
Thanks for taking the question, I will make it quick. Can you -- I am just trying to understand where and how you are going to get improved performance on private label over time? What would be really helpful is if you could just give us some color on what categories or product groups you have seen the share loss in, and may be if you can comment on -- you have lost share at the expense of margin, and you would have lost more share, I guess, if you hadn't given up pricing. So how do we get back share and improve margins from here? That's really the bigger picture question, but if you can give some color on what category and product groups, that would be helpful. Thank you.
Paul Maass:
This is Paul. I will just hit on a couple of different things. From a top line perspective, confidence and modest growth, as we go through 2015, distribution gains, improved mix and gaining new profitable incremental business because we are in a much better position from a stable executing environment. What will help drive earnings growth is on the operational side, and Gary had mentioned in his script, the network optimization and some plant closures, the changes in our distribution network. These are really good projects, its really about taking one step back to take two steps forward. There are increased expenses in the short term, benefit us and position us to win long term, and we are accelerating that. Those are good products and -- projects and I could see the benefits on the long haul, and that's where -- we will push them through as fast as we can.
Operator:
And this concludes our question-and-answer session. Mr. Klinefelter, I will hand the conference back to you for final remarks, for closing comments.
Chris Klinefelter:
Just as a reminder, this conference is being recorded and will be archived on the web as detailed in today's news release. And as always, we are available for discussions. Thank you very much for your interest in ConAgra Foods.
Operator:
This concludes today's ConAgra Food's fourth quarter earnings conference call. Thank you again for attending, and have a good day.
Executives:
Gary M. Rodkin – President, Chief Executive Officer and Director Christopher Wright Klinefelter – Vice President-Investor Relations John F. Gehring – Chief Financial Officer and Executive Vice President Tom McGough – President, Consumer Foods Paul T. Maass – President-Private Brands and Food Service Businesses
Analysts:
Andrew Lazar – Barclays Capital, Inc. Bryan D. Spillane – Bank of America Merrill Lynch Jonathan P. Feeney – Janney Montgomery Scott LLC Akshay S. Jagdale – KeyBanc Capital Markets, Inc. Thilo Wrede – Jefferies LLC Jason M. English – Goldman Sachs & Co. David S. Palmer – RBC Capital Markets LLC Alexia Jane Howard – Sanford C. Bernstein & Co. LLC Robert Moskow – Credit Suisse AG Greg Hessler – Bank of America Merrill Lynch
Operator:
Good morning, and welcome to today’s ConAgra Foods Third Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan, and I’ll be your conference facilitator. All audience lines are currently in a listen only mode, however our speakers will address your questions at the end of the presentation during the formal question and answer session. At this time, I’d like to introduce your host for today’s program, Gary Rodkin, Chief Executive Officer of ConAgra Foods. Please go ahead, Mr. Rodkin.
Gary M. Rodkin:
Good morning and welcome to our third quarter earnings call. Thanks for joining us today. I'm Gary Rodkin, and I'm here with John Gehring, our CFO, and Chris Klinefelter, VP of Investor Relations. Before we get started, Chris has a few words.
Christopher Wright Klinefelter:
Good morning. During today’s remarks, we will make some forward-looking statements, and while we’re making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. If you'd like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I'll refer you to the documents we filed with the SEC, which includes cautionary language. Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measure for Regulation G compliance can be found in either the earnings press release, the Q&A or on our website. Now I'll turn it back over to Gary.
Gary M. Rodkin:
Thanks, Chris. Our comparable diluted EPS for the quarter was $0.62 which represents 13% growth, this is inline with revised expectations and we continue to expect comparable diluted EPS of $222 million to $225 million this fiscal year. While there are some operating headwinds in our segments as we discussed in mid February when we revised our fiscal 2014 EPS outlook, we’ve started to realize good SG&A efficiencies and we have line of sight to substantial SG&A savings over the next couple of years as we shared with you at CAGNY I will offer some high level remarks in each of our segments and then go into more detail in a couple of minutes. Within consumer foods volume was down 3%, price mix was flat and comparable profit was inline with year ago amounts. We expected the volume decline given the challenges we have with Orville Redenbacher’s, Healthy Choice and Chef Boyardee, and renew the topline challenges would weigh on profit, but *effective cost management helped us post a decent profit performance despite a soft topline. Some of our other brands are performing well and we will continue to invest in those parts of the portfolio with strong growth potential. I will share more depth on consumer foods, but first I want to provide a couple of headlines on commercial foods and Private Brands. Within commercial foods performance was largely as expected with comparable profit down 8% due to the potato crop and lower margins from a customer shift. And within Private Brands, the synergy capture from the acquisition is coming in a little ahead of target, which is clearly good news. We have been successfully working through some operational and customer service related issues as we previously explained, overall we are making gradual progress on the business to remain confident in our long-term Private Brand strategy. As we communicated last month we are intensely focused on significant improvements across our three business segments. And while there is ground to makeup, there are bright spots in each segment and the work we are doing now is intended to strengthen our prospects for long-term success. We remain committed to our earnings per share guidance for this fiscal year as well as our cash flow and debt reduction commitments. With regard to fiscal 2015 performance, we will say more about timing and amounts and all other relevant details when we have our fiscal 2014 fourth quarter earnings call in June. Now more on consumer foods. Our consumer foods segment posted sales of approximately $1.9 billion and operating profit of $266 million as reported. Sales declined as expected reflecting a 3% volume decrease in flat price mix compared to year-ago period. As you know we have some brands with challenges and I will touch on those in a minute, but that’s not the full picture. We also have brands with dollar sales growth and market share gains for the quarter, including Slim Jim meat snacks, Swiss Miss Hot Cocoa, Reddi-wip Topping, Bertolli Frozen Meals and others. While we will continue to support a number of our brands with advertising such as Hunt’s Tomatoes, Slim Jim, Reddi-wip, PAM, Marie Callender's and others. Our intense focus is on being what we call perfect at retail. We believe that in this ultracompetitive market, getting the four piece right, meaning pricing, packaging, placement and promotion is especially critical. We offered a few examples of Perfect at Retail at CAGNY, and for the brands where we’re seeing growth and taking share our 4Ps are playing a big role. Within the three big brands that we’re working to turn around, I’m talking about Healthy Choice; Chef Boyardee and Orville Redenbacher's. We have a specific action plans underway to stabilize and improve performance through product and packaging changes, focused messaging and more impactful in-store initiatives. Some of these changes will happen quickly and others will take place across the next several quarters. Net-net we expect to see better performance in aggregate across these three brands in F-15 and we’ll keep you apprised. Of course we have other elements to our growth plans for Consumer Foods, we have a number of new products entering the market like PAM Cooking Spray with coconut oil and Bertolli toward us, with a more balanced investment plan than we did this fiscal year. Our focused programming on pot pies where our market share is high and we’ve got an advantage supply chain this is already help to drive growth in the Marie Callender's and Banquet businesses, we’re capitalizing on that demand trend with our Bertolli brand by using our pot pie capabilities to create Italian style Tortas, meat filled pies stuffed with ricotta, parmesan and mozzarella cheese inside a flaky pastry crust. We’re also satisfying the consumer demand for pot pies and our strength in that platform with new flavors from Banquet and Marie Callender's such as Salisbury steak, deep dish pot pie from Banquet this demonstrates our ability to grow in already strong platform by leveraging our insights and capabilities. Moving on to segment profits comparable Consumer Foods operating profit was $270 million for the quarter inline with year ago amounts. On the top line decline rate on profitability several factors favorably contributed to the quarter’s profit performance including supply chain productivity initiatives that more than offset manageable inflation, lower incentives and a strong focus on SG&A related efficiencies. We also reduced advertising and promotion expense as we focused on efficiencies, and we balanced spending to strengthen and be more effective with promotional support where it made sense, we mentioned this as a plan earlier in the fiscal year. Within Commercial Foods our third quarter results were inline with what we expected, as we’ve discussed we’re dealing with a suboptimal potato crop, as well as a margin decline from a food service customer loss. We’ve taken the margin hit on the customer shift this year so we should be pass that in fiscal 2015. And separately we’ll be into a new potato crop in the second quarter of fiscal 2015. Additionally we continue to see rapid growth in Lamb Weston’s International sales, which grew at a double-digit rate in the fiscal third quarter as we capitalized on international expansion of key customers. And our Milling business, sales declined reflecting the passthrough of lower wheat costs and lower volumes and profits increased on the basis of better mix and efficiencies. As we have said before we expect the Ardent Mills transaction to close in the second quarter of this calendar year. The Ardent JV will allow us to take part in financial gains of a more efficient Milling business without the sales volatility of a commodity oriented business in our base results. Review this as a long-term strategic win that will enhance ConAgra Foods shareholder value over time. Long-term we expect good accretion from the transaction making this a financially and strategically sound move. And of course a biggest strategic move it has been to dramatically expand our presence in Private Brands. We are pleased with the cost synergy identification and realization we’ve seen so far we are slightly ahead of our fiscal 2014 target of $30 million. However, as we conveyed in February, we are not satisfied with the fundamentals of our base business. We continue to work to stabilize the base business and our efforts to stabilize have included price concessions we have had to make this fiscal year to prevent further volume issues. Those concessions mean that the margins for the Private Brand segment will continue to be challenged for the next several quarters. There is no question this has been a period of fighting fires while working to establish a solid foundation with the right structure and focus. We continue to get positive feedback on the strategy and our opportunities from customers. For example with one major customer we increased our Private Brand sales by more than $20 million since the acquisition as we gained business and snacks and serial. With another customer we’ve recently gained business in three categories previously served by our competition and this customer as noted its own commitment the double-digit growth in their Private Brands business. So clearly there is still a lot of ground to makeup in areas that need to turnaround, but we shouldn’t lose sight of the fact that there are some encouraging bright spots. And while we expect that the marketplace for Private Brands will continue to be very competitive just as it is for everyone in the Food business. We are confident that our model of offering scale and CPG capabilities in branded and Private Brands as a differentiated and winning proposition long-term. Now let me address a few questions some of you have been asking about how we plan to manage brands and Private Brands? We’ll continue to prioritize and resource our branded portfolio as our largest segment. We don’t have much overlap among branded and Private Brand product lines and we plan for that to continue to be the case. Overlap will be the exception not the rule. We’ll leverage our assets and product lines together, where it makes sense to drive growth and create more efficiencies for our business and our customers. We are rewiring our organizations to become even more customer centric and working directly with retailers to develop products that fit their shoppers and their growth plans. And our growth agenda involves the right use of branded and private label items. We will continue to launch some branded new products nationally. We may launch other new branded items at particular customers, and we’ll launch new Private Brand products on a customer-by-customer basis, one size won’t fit all. That’s the exciting part about having a portfolio like we do. We have the agility and the capabilities of a broad portfolio and we will thoughtfully do what’s best to deliver a win-win with each of our key customers. As we do that, I want to be very clear that we plan to manage our brand equities for long-term health. We will not jeopardize the long-term help of our brands for our margins. I’ll wrap up by saying that our rich synergy pipeline, as well as improvement initiatives for each of our segments and our intense focus on efficiencies and cost reduction across our cost of good and SG&A expense areas, put us in a good position to resume quality growth as we get past these challenges for our segments. We believe the hard work we’re doing to configure a more effective and customer centric organization to leverage the breadth and scale of our portfolio will be worth it and we look forward to reporting on our progress in due course. Thanks for taking time to join the call today. Now, I’ll turn it over to John.
John F. Gehring:
Thank you, Gary, and good morning, everyone. I’m going to touch on a number of topics this morning. First, I’ll discuss our fiscal third quarter performance, next I will address comparability matters, then on the cash flow, balance sheet, and capital items, and I will close with some brief comments on our outlook. As Gary noted, the fiscal third quarter results were slightly better than we had anticipated due principally to lower SG&A, some of which is timing. Overall for the fiscal third quarter, we reported net sales of $4.4 billion, up 15% from the prior year. As a reminder, the prior year amounts included only a few weeks of Ralcorp activity due to the date of the transaction. And for the quarter, we reported fully diluted earnings per share from continuing operations of $0.58 versus $0.28 in the year-ago period. Diluted EPS adjusted for items impacting comparability were $0.62 versus $0.55 from the prior year quarter of 13% increase. While Gary has addressed our segment results I would also like to touch on a few points. Starting with our consumer foods segment, net sales were approximately $1.9 billion, about 4% below the year-ago period, reflecting a 3% decline in volume, flat price mix and a negative 1% impact from foreign exchange. Our consumer foods segment operating profit adjusted for items impacting comparability was $270 million, inline with the year-ago period. The operating profit reflects the impact of lower net sales, modest inflation and effective cost savings as well as the benefit from lower incentives, marketing and other SG&A costs. Marketing costs decreased about $15 million, or about 13% from the prior-year quarter. On foreign exchange for this quarter, foreign exchange negatively impacted net sales by $16 million and operating profit by $6 million. Our consumer foods supply chain cost reduction programs continue to yield good results and delivered cost savings of approximately $49 million in the quarter. For the full fiscal year, we expect cost savings in this segment to be approximately $200 million. Approximately $30 million of additional cost savings will be reflected in other segments as a result of the change in our segment reporting structure. For the fiscal third quarter we experienced inflation of about 2%. In our commercial foods segment, net sales were approximately $1.5 billion, or about 1% below the prior-year quarter. The net sales declined reflects the pass through of lower wheat cost in our flour milling business, and sales declined in the legacy ConAgra Foods, food service unit formerly included in our consumer foods segment. These declines were partially offset by the addition of food service business previously reported in the Ralcorp Frozen Bakery segment, or which the year-ago quarter reflected limited activity. Net sales in this segment also reflects stronger volumes in our potato operations offset by lower net pricing. The commercial foods segments operating profit adjusted for items impacting comparability decreased 8% from the year-ago period to $180 million. The year-over-year decrease reflects the expected decline in our Lamb Weston business, partially offset by the contribution from the food service business included in the Ralcorp acquisition and a modest net increase from other businesses in the segment including flour milling. Our Private Brands segment delivered net sales for the quarter of $1.1 billion and operating profit excluding items impacting comparability of approximately $66 million inline with our revised expectations. The operating profit results reflect the impact of price concessions and volume softness across several categories. Also we are making good progress on both COGS and SG&A synergy initiatives and we are on track to achieve our synergy targets for fiscal 2014. Moving on to corporate expenses, for the quarter corporate expenses were $50 million, adjusting for items impacting comparability corporate expenses were $34 million versus $87 million in the year-ago quarter. The year-over-year change was driven principally by lower incentive and pension costs and other operating cost reductions. The tax rate for this fiscal quarter was approximately 27%. The rate for this quarter was lower than planned driven by several favorable settlements and changes in estimates. Some of which are treated as items impacting comparability. Now, I will move on to my next topic. Items impacting comparability. Overall, we have approximately $0.04 per diluted share of net expense in this quarter’s recorded diluted EPS from continuing operations related to several items. First, we recorded approximately $38 million or $0.06 per share of net expense related to integration and acquisition related and other restructuring costs in connection with our acquisition of Ralcorp. On hedging for the fiscal third quarter, the net hedging gain included in corporate expenses was approximately $52 million, or $0.08 per share. We also recognized a loss of $55 million or about $0.08 per share related to interest rate derivatives that were acquired several years ago as a hedge in anticipation of refinancing the $500 million or 5.875% debt that matures in April 2014. Based on an assessment of our debt repayment alternatives and consistent with our commitment to debt reduction, we have decided not to refinance this debt and have therefore recognized a loss on the interest rate hedges in the fiscal third quarter earnings versus deferring the loss over future years. The recognition of the loss has no impact on our previous cash flow estimates. In addition, we recorded a charge of approximately $17 million, or $0.02 per share related to an asset impairment in our commercial foods segment. And finally, we recorded a tax benefit of about $17 million, or approximately $0.04 per share, primarily resulting from an international tax settlement and additional benefits realized from a change in estimate related to tax methods used for certain International sales. Next I’ll cover cash flow balance sheet and capitalize. First we ended the quarter with $239 million of cash on hand and about $140 million in outstanding commercial paper borrowings. For fiscal year 2014, we expect cash flows from operating activities to be in the range of $1.4 billion, including a modest contribution from working capital improvement. On capital expenditures, for the quarter, capital expenditures increased to $139 million from $107 million in the prior year period reflecting the addition of Ralcorp businesses. And for fiscal year 2014, we expect capital expenditures to be approximately $625 million. Net interest expense was $95 million in the fiscal third quarter versus $71 million in the year ago quarter. The increase is driven by additional interest expense related to financing the Ralcorp acquisition. Dividends for the quarter increased from $101 million in the year ago quarter to $105 million due to the increase in shares outstanding. On capital allocation, our priority continues to be at a repayment of debt, as well as strengthening our credit metrics. Consistent with that priority, we currently expect to repay approximately $550 million of debt in fiscal 2014 and a total of $1.5 billion by the end of fiscal 2015. This target excludes any additional repayment we expect to fund from cash proceeds related to the Ardent Mills transaction. For fiscal 2014, debt repayment will be concentrated in the fourth quarter, consistent with our historical seasonal cash flow pattern. As previously noted as we delever, we expect to maintain our current annual dividend at $1 per share and limit our share repurchase plan. This quarter, we did not repurchase any shares. And while we expect to limit M&A activity in the near-term as we focus on deleveraging and integration, we will continue to look for opportunities to strengthen our portfolio for the long-term, we will also continue to prudently invest behind innovation, production capacity, and our cost savings initiatives. Now I’d like to share some comments on our fiscal 2014 full-year outlook. As we noted during our CAGNY presentation a few weeks ago, we expect that our full fiscal year diluted earnings per share from continuing operations excluding items impacting comparability, will be in the range of $2.22 to $2.25. And while the third quarter EPS results were slightly better due to lower SG&A costs. We remain appropriately cautious about some of the short-term challenges we face over the balance of 2014, which is why our yearly guidance has not changed. As we have noted previously we are in the process of developing our plans for fiscal year 2015, while we are not in a position today to provide a detailed outlook for fiscal 2015. I would like to reiterate a few key points from my CAGNY Conference. First, on the top line, we are focused on solutions the top line challenges we have faced this year in each of our operating segments. Second on margins, we believe our strong supply chain productivity and our focus on SG&A efficiency and effectiveness will provide us with the opportunity to expand margins over time. While we do face some headwinds, such as the pace of margin recovery in Private Brands, Ardent Mills dilution and higher incentives. We continue to expect EPS growth for fiscal 2015, but we currently expect that it will be less than the double-digit rate we previously estimated. We will provide more specific comments about the fiscal 2015 outlook in connection with our fiscal 2014 year-end release when final plans have been completed. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Gary and I along with Tom McGough and Paul Maass will be happy to take your questions. I will now turn it over to the operator to begin the Q&A portion of our session. Operator?
Operator:
Thank you. Now, we would like to get to an important part of today’s call taking your questions. The question-and-answer session will be conducted via the telephone. (Operator Instructions) And our first question today will come from Andrew Lazar with Barclays Capital.
Andrew Lazar – Barclays Capital, Inc.:
Good morning, everyone.
Gary M. Rodkin:
Good morning, Andrew.
Christopher Wright Klinefelter:
Good morning, Andrew.
Andrew Lazar – Barclays Capital, Inc.:
Gary, I know you're not at a point yet as John mentioned where you are going to give fiscal 2015 guidance, but I think most street estimates have you – call it roughly 7% or 8% earnings growth for next year. I thought maybe it would be helpful just to go through a quick, maybe metal accounting of some of the puts and takes some of which John had mentioned as they – the ones that are kind of discrete that we know about today as it relate to 2015 and that can help isolate maybe where there is still less visibility on some of the core. But – so on tailwinds you've obviously got the ongoing productivity, you’ve got the incremental overhead work you are doing that you discussed at CAGNY. I think you may have an extra week in fiscal 2015, but you can correct me on that if I'm wrong? There are some synergies I think start to play out in a bigger way and you certainly got some easier comparisons on volume and as you mentioned you’re kind of lapping the poor potato crop and the loss of their food service customer. I guess on the headwind side, you talked about the Ardent Mills JV dilution, some compensation expense increased and then I guess that leaves us with the sort of the base business and I guess what I’m getting at is there anything major that I’m missing on the sort of the puts and takes for next year? It would seem that you’ll have some flexibility as you mentioned there for some earnings growth even in the context of some weaker core businesses, but I guess we don’t know this yet, but in terms of the core business are you sort of anticipating let’s say volume trends in consumer and Private Brands can be roughly flattish for the year or getting to flat by the end of the year, but just trying to get a sense of if we’ve got these puts and types rights and what that leaves you with flexibility?
John F. Gehring:
All right, Andrew that’s quite a comprehensive understanding of our business…
Andrew Lazar – Barclays Capital, Inc.:
Thanks for bearing with me.
John F. Gehring:
I applaud you for that. Let’s be really clear, our challenges won’t disappear on day one of the new fiscal year, but we’re making progress, you outlined a lot of that and we’ll have a better year. Than we did this year, yes, we do have a 53 week next year. So that’s certainly the plus. If we take a look at each of the three businesses, I’d say Private Brands will make gradual progress. The operational and customer service issues are mostly behind us, our organization is getting more experience in the business, but we still will be dealing with a lot of the overlap of the pricing concessions that we made this year and continuing challenging market environment. On the consumer side, the three big problem brands that we’ve discussed will perform better in fiscal 2015, basically against a real maniacal focus on the core category users, some product and package changes, very targeted marketing. And then in commercial foods as you noted, Lamb Weston will have a – we expect to normalize the potato corp, we’ll have that food service customer loss in our base and we’ll continue to drive double-digit growth in the international. So I’d say net net there is certainly are still some headwinds, particularly as you look at the Private Brand business, but net net we’ll have a very – next year we’ll give you more detail in the Q4 earnings call.
Andrew Lazar – Barclays Capital, Inc.:
Great, thanks for your help.
John F. Gehring:
Thank you.
Operator:
And we’ll move now to David Driscoll with Citi.
Unidentified Analyst:
Good morning, this is Cornell for David.
John F. Gehring:
Good morning, Cornell.
Gary M. Rodkin:
Good morning, Cornell.
Unidentified Analyst:
Great, first just little positive looking to be one of the biggest parts of the Ralcorp private label portfolio. I wanted to know is this product line were – is this product line were most of the issues that you are having within private label occurring or the problems more generally spread across the portfolio?
Gary M. Rodkin:
Yes, I would describe it as more generally spread, the other parts of business is important category for us and we are very committed to improving that one as well. But everything that Gary described is – I’d described it as more general across the whole portfolio.
Unidentified Analyst:
Okay, and then in terms of just going to Consumer Foods are straight promotion dollars now at levels that you being proper or where sales coming in a little bit soft in that segment during the quarter, do you think that you need to ramp up trade spending further on future quarters? And can you talk a little bit more about some of the tactical adjustments that you are taking to fix some of the troubled brands in consumer like Chef Boyardee, Orville and Wesson.
Tom McGough:
Sure, this is Tom McGough, several parts of your question. And let me kind of decompose into a couple factors, if you look at our Q3 volume performance 50% of our volume change was due to our change in consumption and 50% of the change with due to a shift in the Thanks Giving timing. And some volume that we will move with a shift in Q3, shift in Q2. So our underlying performances some like better than the 3%, when it comes to overall performance, the weaker consumption was a result of the three brands that we discussed, we’re executing some changes on these brands to be sharper in terms of our pricing promotion, getting our packaging our in-store condition is right that’s the Perfect at Retail. Those type of changes are going to happened more quickly, while others are going to take place over several quarters, we expect the volume on those business to generally improve throughout FY15. And when you look at our business excluding those three challenged brands, the volume to the rest of the portfolio is actually grown in each of the last three quarters and we feel very confident that our marketing and our promotional programs are on target with those brands.
Operator:
And we’ll move now to a question from Bryan Spillane with Bank of America Merrill Lynch.
Bryan D. Spillane – Bank of America Merrill Lynch:
Hi, good morning everyone.
Gary M. Rodkin:
Good morning, Bryan.
Bryan D. Spillane – Bank of America Merrill Lynch:
John, just a question about free cash flow or operating cash flow, I guess for 2014, you’re still looking at $1.4 billion for operating cash flow and then for 2015, I guess what you said at CAGNY was that you expected to be $1.6 billion or better so, I guess given that the sort of the earnings outlook for 2014 and for 2015 is below the original plan. How we bridge that the operating cash flow in 2014 more or less stay the same. And then we’re going to and then plan is to grow operating cash flow almost 15% next year, can you just sort of talk about some of the moving parts with an operating free cash flow and maybe potentially free cash flow.
John F. Gehring:
Yes, we’ll obviously update this as we get into the – our full outlook. But I’d say, couple of things that I would point to is that I think that cash flow committed to incentives in 2015 versus 2014, because those have paid in arrears we are going to have a pick up as we go into next year. I think we also see some working capital opportunities in certain parts of our business that will be working. And I think just some of the cash outlay we have in terms of one-time integration costs and those sorts of things will be smaller. So I think there’s a number of factors there and as I said we will certainly be updating and providing more visibilities we get into next quarter.
Bryan D. Spillane – Bank of America Merrill Lynch:
If the earnings had tracked to original plan with the operating cash flow generation actually be higher than it is. Just trying to get a sense for whether or not if you get into a more sort of normal or cope more inside the range of what you envisioned in terms of profitability whether the cash flow generation actually will be higher than these levels.
Gary M. Rodkin:
I think all things being equal as earnings go up, cash flow generally will tract, what it there can be some periodic disconnects, but over time we certainly would expect that to be the case.
Bryan D. Spillane – Bank of America Merrill Lynch:
Okay, great. Thank you.
Operator:
And Jonathan Feeney with Janney Capital Markets has our next question.
Jonathan P. Feeney – Janney Montgomery Scott LLC:
Good morning. Thanks very much. I wanted to ask about Ralcorp synergies specifically not only like where you stand right now, you’ve updated us on, but also, you made some structural changes to the business Gary at least versus what was original plan, may be brought in some costs for management and changed a way you are approaching things, have you changed your thought about how much synergy this candidates best incarnation produce and can you update us as to a sort of where we stand versus – maybe going forward.
John F. Gehring:
Yes, Jonathan this is John, let me take a short at that, I think as we said, I think we’ve talked about this first year, we capture about $30 million I think we feel good about being on track with probably be slightly above that. I think in terms of our target run rate by the end of fiscal 2017, I think we still feel good about the $300 million, I would note that separately as Gary has talked about we have talked about additional work around our business structure and SG&A effectiveness and efficiency and how we wired the organization and we will mind some additional benefits out of that, but as part of that pure synergy play we are talking about is really still had $300 million. And I will also note that most of that is going to be in the cost of goods supply chain area. So now will change there, but we still feel good and feel like we’re on track.
Jonathan P. Feeney – Janney Montgomery Scott LLC:
:
John F. Gehring:
Yeah, let me take a shot now and maybe turn it over to Paul. I think as we look at synergies, we’re looking at how do we drive costs out of our inputs, our conversion, our distribution. And I think, we would expect those to track. I think the challenges we have in the business have been more in terms of top line and pricing.
Jonathan P. Feeney – Janney Montgomery Scott LLC:
Okay.
Gary M. Rodkin:
So, I think the challenge for us is to continue deliver on that lower cost base. At the same time, we look at all of the other levers in the business to continue to rebuild those margins over time. And, again, as Gary indicated that will be a gradual process. But I don’t want to say those two issues are not connected because they’re ultimately connected at the gross margin line in the business. But the synergies are really focused on costs not the numbers we’ve talked about our costs not the top line.
Paul T. Maass:
I might add a little just around a lot of focus on better customer execution sold to supply chain. I believe, there are a lot of synergies around the operational aspects of total network and we’re very focused on that. I think you did reference just the structure – organizational structure and more focus. And we believe that will absolutely payoff over time.
Jonathan P. Feeney – Janney Montgomery Scott LLC:
Thank you. I will ask one detailed question. I know you probably are sensitive about your customer names, but the food service customer you lost, that is distributor or restaurant, can you tell us?
Paul T. Maass:
It was in the food service distribution arena.
Operator:
And we’ll take a question now from Akshay Jagdale with KeyBanc Capital Markets.
Akshay S. Jagdale – KeyBanc Capital Markets, Inc.:
Hi, can you hear me?
Gary M. Rodkin:
Yes, we can. Good morning, Akshay. Good morning.
John F. Gehring:
Yes, good morning.
Akshay S. Jagdale – KeyBanc Capital Markets, Inc.:
Good morning, good morning. So and my question is on Private Brands, and I’m just trying to understand in that business specifically, what are the structural issues that you’re dealing with that perhaps are going to take a longer time to fix relative to, let’s say the previous management team? And then what are some of the more operational issues? And if you could help us quantify some of that just roughly that would be great, because it seems to us from the numbers we are looking at and whatever we have to compare which is when you bought this business, the previous management team had it running at a $100 million in EBIT for a quarter. And the latest quarter you reported was 50%, 60% below that in spite of benefit from synergies. You are talking about price concessions and things of that short, but the magnitude of the deterioration in the business it is so severe that I’m having a hard time understanding what part of that is structural and what part of that is operational issues that you can fix and if you can give some color on categories that would be very helpful? Thanks.
John F. Gehring:
Yes, Akshay this is John. Let me start with just making sure we are clear on one thing which is we have now changed our operating segments in a way we report our business. So the businesses that we acquire from Ralcorp are now spread throughout three operating segments we operate today. So it’s not as simple as looking at legacy Ralcorp financial statements and in comparing it to the Private Brand segments because those pieces have been reorganized and split up. So that comparison isn’t to a comparison. Clearly there have been some challenges in the center of the store Private Brand business that we acquired, that largely as part of our Private Brands business now, but I just want to make sure we are clear that that comparison is not the right one. I will turn it over to Paul now maybe just comment on some of the issues in the business that he is working on.
Paul T. Maass:
Yes, you know maybe just a little bit on the environment itself, so the backdrop has some commodity deflation, increased merchandising commercial activity by the brands. Our short-term executional challenges that I would clearly linked to just the challenges of integrating two companies together, so that’s kind of the backdrop that increased the kind of the contracting bid activity with customers, we saw in an normally high level of that in the short-term and I would say we are through a lot of that, and really focused on stabilization and improving margins as we go forward.
John F. Gehring:
So Akshay, you’ll get all three of us here, that’s a really important question and clearly we are not happy and satisfied with our overall results in this business, but importantly we need to remember this is a long-term play. Private Brands for all of the reasons we’ve talked about we believe will absolutely be a long-term growth sector in the industry and long-term we are advantaged scale, breadth, capabilities none of these advantages have thus far come into play, not yet. In this – honestly in this year one we’ve been back on our yields like Paul talked about. It’s all been about price, but as we get a more solid foundation with our customers and frankly our own organization. We’ll bring these competitive advantages to bear in over time this will absolutely change this is a transformation and frankly it’s a lot more complex than just a normal integration because of that, the long-term strategy sound.
Operator:
And we’ll move now to Thilo Wrede with Jefferies.
Thilo Wrede – Jefferies LLC:
[indiscernible]
Gary M. Rodkin:
We are having difficulty hearing you.
Thilo Wrede – Jefferies LLC:
Can you hear me now?
Gary M. Rodkin:
Yes.
Thilo Wrede – Jefferies LLC:
Yeah. Good morning this is Scott [indiscernible] for Thilo. Just a couple of questions around the inflation outlook, what was the outlook, and is there any impact from the California job expected.
John F. Gehring:
Yes, this is John, what I tell you is that as we look for the balance of this year we expect inflation to continue to be in the 1% or 2% range, I would say as it relates to the next year, we’re not going to commit to final estimate, yet until we go through, the rest of our work obviously given some of the recent volatility especially in proteins. And if you reference California we have some exposure obviously with the tomatoes, you’re a bit more cautious about this for 2015, but I think we’ll continue to evaluate those brands as we finalize our plans.
Thilo Wrede – Jefferies LLC:
Okay, great and then a follow-up in terms of the CapEx and the interest expense guidance why the change and what are you planning to do with the incremental upside from the expected lower interest expense thanks.
John F. Gehring:
Yes, I’m not sure our interest expense outlook has changed all that dramatically for this year. CapEx I think our CapEx call for the fiscal 2014 is probably down about $25 million. And again I don’t know that that’s going to drive any significant change in any of our capital allocation, given our focus on debt repayment.
Christopher Wright Klinefelter:
This is Chris, I would just consider those refinement as we get further in the year to original estimates.
Operator:
Now we’ll take a question now from Goldman Sachs, Jason English.
Jason M. English – Goldman Sachs & Co.:
Hey, good morning folks, thanks for the question.
Gary M. Rodkin:
Good morning.
Jason M. English – Goldman Sachs & Co.:
I too want to focus back on the Private Brand side, so Paul I guess the question for you. If you think about your contract position do you have on retailers in the volume expectations associated with that clearly this time last year, they would have been going lower on the contract losses or they now moving higher off of the bottom and if so sort of when we will cycle that bottom.
Paul T. Maass:
Just to make sure, I’m Paul, and you are talking about volume decline, volume expectations going forward.
Jason M. English – Goldman Sachs & Co.:
Yes, pretty much.
Paul T. Maass:
Yes. So, we’ve been navigating through what I said in abnormally high contracting bid equation and it is driven by those things I referenced earlier. I would describe that as more normalized. And as we go forward it will be a gradual improvement and focusing the organization very heavily on margin improvement is the real key as we go through FY2015.
Jason M. English – Goldman Sachs & Co.:
Well, let’s drill down on that a little bit more than because clearly the margins are quite low for the business now. What is – what are the components that help you recover on a go forward in light sort of pricing concessions, you’re having to make to stabilize this business?
Paul T. Maass:
Yes, I think in the customer facing piece, pricing mix, distribution gains really driven by leveraging in our insights category management capabilities is critical. And we recognize that will help on the customer side. A lot of focus on operations and supply chain of the network optimization is something that it does take time, but we’re committed to and believe that there is leverage there, the combination of the Ralcorp acquisition with the legacy ConAgra Foods platform. The combination of the two, that there is benefit that we have there. We just have to aggressively get executed.
Gary M. Rodkin:
And Jason, this is Gary, I would also go back again and say, we’ve been back on our heels. So, we’ve been in an extreme reactive mode. We have to get to the point as we stabilize, which we gradually will to be much more proactive with our customers gain their confidence and credibility with our customers, take us out of as many bit situations. I see that clearly coming and when that happens we will be able to improve our margins because it won’t be about that last tenth of a penny any every time. Right now, frankly I hate to admit it but it is that’s going to change over time. So, when we put all those elements together that Paul talked about in that over time, clearly we will start to see margin improvement and I expect to see that start to happen sometime next year.
Operator:
We'll move now to David Palmer with RBC Capital.
David S. Palmer – RBC Capital Markets LLC:
Thanks and good morning. Earlier in the fiscal year, you would lean harder on innovation in advertising, you shifted more of your dollars back to promotion, you can correct me, if I am wrong on this, but as TV ad spendings down in the quarter. Could you talk about the adjustments that you’ve made within the fiscal year and what’s working and what’s not working that’s as you do that?
Tom McGough:
Sure David. This is Tom McGough. We look at our portfolio in two segments. The three fix and grow brands that we discussed. Our plan there is to focus on three components. One getting the fundamentals right, you’ve heard Gary talk about being a Perfect at Retail. That’s more than just price and promotion it’s a product, the package, the placement in store. We are making those changes now and we’ll be flowing those in. The second component, the balance of our portfolio is actually growing net of those three brands. And we feel that we struck the right balance between the consumer pole, the merchandizing push, we feel we have the right balance on those businesses. And we focused our attention on getting the fundamentals right on the first – on those three fix and grow brands and being more competitive in driving our brand preference.
Operator:
We have a question now from Alexia Howard with Sanford Bernstein.
Alexia Jane Howard – Sanford C. Bernstein & Co. LLC:
Good morning, everyone.
Gary M. Rodkin:
Good morning.
John F. Gehring:
Good morning.
Alexia Jane Howard – Sanford C. Bernstein & Co. LLC:
So I wanted to ask question about the Millennial consumers, you mentioned I think at CAGNY the recruiting younger consumer is a challenge for those three big brands. Which other brands can you use to target that demographic and is it possible to renovate those brands to attract these consumers, or is it really just more a matter of managing the volume down on those third products over the time? Thank you.
Gary M. Rodkin:
Yes, Alexia, I think some of our brands do certainly have some play with Millennial is clearly a brand like Alexia, which I’m sure you would like.
Alexia Jane Howard – Sanford C. Bernstein & Co. LLC:
I know it well.
Gary M. Rodkin:
That definitely has some pull there, I would also tell you a number of places in our Private Brand business. That is clearly one that Millennials are open to that would be another place for many of the categories we plan and frankly primarily on the male side, but not exclusively Slim Jim plays extremely well with Millennials and that brand is doing very, very well. So we do have some brand, but I would tell you the core businesses, those three that you mentioned. We are going to go after the core users and we’ll pick some Millennials up along the way through as most things, but it won’t be our focus.
Operator:
Our next question will come from Robert Moskow with Credit Suisse.
Robert Moskow – Credit Suisse AG:
Hi, thank you.
Gary M. Rodkin:
Good morning.
Robert Moskow – Credit Suisse AG:
Gary, thank you for the clarity on the issue that I think you raised at CAGNY about how to manage a hybrid business between brand and private label, and I think you mentioned the word being agnostic and I think you’ve provided some good specifics here about what the guard rails are. But I guess I’m still a little bit interested in what you meant when you said that you would launch branded products that would be specific to retailers. I think what I’ve seen at times are when retailers put their brand and then in conjunction there is a national brand on the label as well, are you exploring that? And then lastly maybe, have you thought further about the possibility or where you would and wouldn’t introduce private label versions of your own brands? Thanks.
Gary M. Rodkin:
Yes, Rob, I would tell you that I’m going let Tom give you a few specific examples about some brands that have been launched at particular customers. Just conceptually we want to really as we’ve said, the very customer centric and recognized that the customers are very interested in what’s going to sell with their shoppers, and when they get behind that, that’s the most powerful mechanism more than any kind of marketing that we could do on our own, when they give us that kind of support. So *there are times and again exception rather than rule, where we might layout an opportunity for a major customer only, when there is a big enough size of price that in a particular category, where we might not play in that very specific segment that we might be willing to go on the Private Brand side or let them go on the branded side, but again, exception not the rule, but Tom want to talk about a few specifics.
Tom McGough:
Sure. There’s three things that come to mind. If you look at the channels that are growing the fastest, whether it’s a club channel, dollar channel, you have to be able to customize your offering to have the right price product package to fit that format. And one example of that would be on PAM Cooking Spray for us to compete more effectively in the club channel, we are moving forward with an extra virgin olive oil product that is right in the bull's eye of those club customers. We will also look at how we can take a brand like Wolf Chili. We’ve actually made a take house style variety that’s customized to the consumers within a particular class of trade. And then we talked about and we showcased that CAGNY the Bertolli Italian tortas. That’s a product that we have an ability to customize our varieties across class of the trade to fit that offering to that particular concentrate.
Operator:
And we have a question now from Bank of America, Greg Hessler.
Greg Hessler – Bank of America Merrill Lynch:
Hi, thanks for the taking the question.
Gary M. Rodkin:
Good morning, Greg.
Greg Hessler – Bank of America Merrill Lynch:
I wanted to just go back to free cash flow just looking through the guidance for the full-year at $1.4 billion and what’s you guys are expecting in terms of CapEx. I’m getting to call $350 million or so our free cash flow in the fourth quarter, so I’m just wondering how you bridge the gap on the debt reduction getting to that $950 million number for the full-year?
John F. Gehring:
Yes, Greg this is John. I would say this year I think as I’ve commented on several occasions we will expect to use some of our offshore cash this year as well as some proceeds we’ve generated from sales of non-core assets those will be sources of cash this year that we’ll utilize to achieve our goal. So that probably the major part of the bridge.
Operator:
And we’ll take a follow-up question now from Akshay Jagdale.
Akshay S. Jagdale – KeyBanc Capital Markets, Inc.:
Thanks for taking the follow-up. My question is on repositioning your product portfolio even more. And then why not just take a few of your larger consumer brands and monetize themselves and get back a little bit faster on the M&A bandwagon on the private label side. It seems to me that markets valuing you stock like your consumer business is always going to be structurally challenged and has very low brand equity and you can’t really *own the stock for private label growth and not because of the issues you are having on your base business, but because your hands are tied on the M&A. So is that something you might consider as to *prune your consumer portfolio little bit more pay down debt faster and sort of start with the M&A a little bit faster than you decided to on Private Brands? Thank you.
John F. Gehring:
Yes, Akshay I’m not – we are not going to speculate on things we might buy or sell at any point in time. What I would tell you as I think we consistently and continually look at our portfolio and as you’ve seen us we’ll follow just for a while, that we do make moves with our portfolio from time-to-time, we continue to evaluate it, but at this point we are pretty pleased with what we have, but again we will continue to refine it and improve that as we can.
Akshay S. Jagdale – KeyBanc Capital Markets, Inc.:
Great, thanks.
Operator:
And we will take another follow-up from David Palmer.
David S. Palmer – RBC Capital Markets LLC:
Hi, question for Paul it looks like the Asia food service, China food service trends were already growing double-digits in that quarter, are you seeing a nice acceleration in that business even through the quarter as perhaps some of those leading changed over there or healing after the issues they had last year.
Paul T. Maass:
Yes, thanks David. Our Lamb Weston international business is growing above double-digit and so we’re pleased with that – that’s helping and I just would say kind of the overall outlook in those regions feels like it’s headed in a more improving and more positive outlook and have worked through a lot of those challenges that they had faced.
David S. Palmer – RBC Capital Markets LLC:
Great. Thank you.
Gary M. Rodkin:
Yes. Thanks David.
Operator:
And we have a follow-up now from Bryan Spillane.
Bryan D. Spillane – Bank of America Merrill Lynch:
Hi, thanks. Hey, John just following up on the cash flow question again, can you just highlight for us cash restructuring costs what you are expecting for 2014, what you are expecting for 2015, and then also I guess maybe what 2014 is today versus what you’re thinking before, again just cash restructuring costs.
John F. Gehring:
I do not have that at my finger tips I have to go back and look it. I think the proxy for that probably go back and look at the comparability of items over the year, and if I get pretty close, as it relates to mix shift clearly we would expect those costs as it relates to the integration of Ralcorp to continue to decline. And I have talked previously about our efficiency and effectiveness restructuring over the next couple of years not being more than $80 million over the next couple of years.
Bryan D. Spillane – Bank of America Merrill Lynch:
So part of the increase in operating cash flow 2014 to 2015 will should be that we would see less or a lower level of cash restructuring cost?
John F. Gehring:
Yes. I think that’s generally the trend we would expect.
Bryan D. Spillane – Bank of America Merrill Lynch:
Okay, fine.
John F. Gehring:
And again, just to be clear fiscal 2013 incentives, where we had a strong year of fiscal 2013 those incentives were high, those were paid out in fiscal 2014, fiscal 2014 incentives are lower, those get paid out in fiscal 2015 so you can probably estimate some math there that create some tailwind beginning the year.
Bryan D. Spillane – Bank of America Merrill Lynch:
Okay, great. Thank you.
Gary M. Rodkin:
Thank you.
Operator:
This concludes our question-and-answer session. Mr. Klinefelter, I’ll hand the conference back to you for final remarks or closing comments.
Christopher Wright Klinefelter:. : : :
Operator:
This concludes today’s ConAgra Foods third quarter earnings conference call. Thank you, again, for attending, and have a good day.
Executives:
Gary M. Rodkin - Chief Executive Officer, President, Executive Director and Member of Executive Committee Chris Klinefelter - Vice President of Investor Relations John F. Gehring - Chief Financial Officer and Executive Vice President Thomas M. McGough - President of Consumer Foods Group Paul T. Maass - President of Private Brands and Foodservice Businesses
Analysts:
Andrew Lazar - Barclays Capital, Research Division David Driscoll - Citigroup Inc, Research Division Bryan D. Spillane - BofA Merrill Lynch, Research Division Jonathan P. Feeney - Janney Montgomery Scott LLC, Research Division Thilo Wrede - Jefferies LLC, Research Division Jason English - Goldman Sachs Group Inc., Research Division Akshay S. Jagdale - KeyBanc Capital Markets Inc., Research Division David Palmer - RBC Capital Markets, LLC, Research Division Eric R. Katzman - Deutsche Bank AG, Research Division Alexia Howard - Sanford C. Bernstein & Co., LLC., Research Division Robert Moskow - Crédit Suisse AG, Research Division Christopher R. Growe - Stifel, Nicolaus & Co., Inc., Research Division Anna A. Aldrich - Cambiar Investors, LLC
Operator:
Good morning, and welcome to today's ConAgra Foods Second Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan, and I'll be your conference facilitator. [Operator Instructions] At this time, I'd like to introduce your host for today's program, Gary Rodkin, Chief Executive Officer of ConAgra Foods. Please go ahead, Mr. Rodkin.
Gary M. Rodkin:
Good morning. Happy holidays, and welcome to our second quarter earnings call. Thanks for joining us today. I'm Gary Rodkin, and I'm here with John Gehring, our CFO; and Chris Klinefelter, VP of Investor Relations. Before we get started, Chris has a few words.
Chris Klinefelter:
Good morning. During today's remarks, we will make some forward-looking statements. And while we're making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. If you'd like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I'll refer you to the documents we file with the SEC, which include cautionary language. Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measure for Regulation G compliance can be found in either the earnings press release, the question-and-answer document or on our website. Now I'll turn it back over to Gary.
Gary M. Rodkin:
Thanks, Chris. I'll start today with an overview of ConAgra Foods as a whole and then share more specifics on each of our new business segments. We're very pleased to be able to deliver year-over-year growth in EPS, up 9% on a comparable basis. To be clear, that's ahead of what we were expecting for the second quarter. Our stronger-than-planned EPS for the quarter reflects a better-than-expected profit performance from our Consumer Foods segment, which I'll say more about in a minute. After our first quarter performance, we needed to take some corrective actions to improve our performance, and we did that. But some of the quarter's EPS growth is timing, meaning a shift across quarters. In essence, we got some results in the second quarter that we originally planned to occur early in the third quarter. Given this timing shift and several short-term issues, we're appropriately cautious about our second half of the year and sticking with the prior fiscal 2014 EPS guidance despite the over-delivery in Q2. We believe that's the prudent approach in today's environment. This still represents good year-over-year EPS growth in the back half, and we're committed to delivering it. Keep in mind, our guidance represents 8% to 10% growth over last year. Now I'll go into some detail on our 3 business segments. As a reminder, the integration of the former Ralcorp business has led us to the decision to segment our financial reporting differently. The new segments represent how we think about and manage our business. This is the first quarter we're reporting results under these new segments. The details of that are in our earnings release, and John will address the changes, in his remarks, we'll be making today and on a go-forward basis about our new Consumer Foods, Commercial Foods and Private Brands business segments. Within the new Consumer Foods segment, sales were flat due to flat volumes and flat price/mix. The sequential volume improvement is good to see. And while some of the merchandising programs we launched during the quarter worked well, we're attributing a good part of the sequential volume improvement to more normalized inventory positions at certain retail customers, who were rebuilding some previously reduced inventories. Some of this is in connection with the holiday season. We feel good about our merchandising strategies and believe the sharper pricing architecture we're deploying is on target, but we are very aware that consumption trends in a few categories remain soft. We posted double-digit comparable operating profit growth in Consumer Foods. While sequential volume improvement was important, the comparable profit growth largely reflects manageable inflation, effective cost of goods productivity initiatives and SG&A reductions. The SG&A savings include reduced advertising and promotion costs, reflecting heavy investment a year ago and, now, more focus on spending productivity. Keep in mind, we have a focused effort to redeploy some advertising into merchandising investment as we navigate the current competitive environment and as we focus on productivity. And we're starting to see the results. Looking ahead, marketplace conditions indicate ongoing challenges. Retailers are adjusting their plans for programs, merchandising and category emphasis on a more frequent basis. And that, of course, impacts us and the rest of the industry, resulting in some choppiness. We're fully committed to ongoing smart merchandising programs with customers, and we're seeing that strategy positively impact some important categories in our frozen snacks and shelf-stable grocery businesses. However, we believe the right thing to do is to be conservative in our estimates for payoffs from these programs for the near term. For more context, we have a few of our bigger brands that continue to perform below expectations. I'm talking about Chef Boyardee, Orville Redenbacher's and Healthy Choice. And these are weighing on our full Consumer Foods year volume. We are very focused on thinking differently and are more rigorously addressing each of these brands, but we aren't forecasting much change over the next quarter or 2. We like what we've seen in some other areas of the business, specifically Hunt's and Ro*Tel Tomatoes, and key holiday items, like Reddi-wip and Marie Callender desserts. And we're encouraged by some very strong individual brand performances across the portfolio. To summarize, we currently project Consumer Foods volumes to be slightly down for the back half of the year, which means the full year volume will be down slightly. As John will highlight, we expect to achieve our full year EPS even with the Consumer Foods volumes down a bit. When we put our revised goals together, we knew the top line might be challenging. That's been part of our thinking all along with our revised goals. However, we continue to be confident we will grow Consumer Foods operating profits for the full year, driven by a combination of more favorable inflation rates and ongoing cost savings and productivity initiatives. Next, I'll cover our Commercial Foods segment, where sales grew primarily due to the Ralcorp acquisition and the fact that the former Ralcorp Bakery results for the foodservice channel are now in this segment. Profit was down about 9% on a comparable basis, reflecting the loss of business from one large customer at Lamb Weston, which we talked about last quarter. We are clawing some of that back, having picked up incremental business with other customers, and feel confident that, over the long term, we'll get it all back. We're seeing double-digit international sales growth at Lamb Weston, although the growth has not been quite as strong as we planned. Some headwinds in Asia have hung on for a bit longer than anticipated. While we feel good about growth prospects, both domestically and internationally, in Lamb Weston, we do have a profit challenge that came to light as this year's potato crop was harvested. Some unusual adverse growing conditions impacted the crop and created potatoes that are not optimal for processing efficiencies. And that means our margins for the next few quarters from Lamb Weston will not be quite as strong as we anticipated. Within ConAgra Mills, the pass-through of lower wheat prices negatively impacted sales. However, profits were in line with year-ago amounts, reflecting operating efficiencies and improved product mix. All of the remaining businesses in Commercial Foods delivered as planned in the quarter, and the legacy Ralcorp Frozen Bakery business transitioned smoothly and performed as expected this quarter. We announced during the quarter a brief update on our pending Ardent Mills joint venture. As a reminder, we plan to contribute our milling operations, which are part of the Commercial Foods segment, into a joint venture with Cargill and CHS, called Ardent Mills, where we will have 44% ownership. We believe this is a long-term strategic win in terms of customer supply chain solutions, efficiencies, expanded innovation capabilities and, of course, profits. We are now expecting the transaction to be completed in the first quarter of calendar 2014, as opposed to earlier plans, which called for it to close this calendar year. We revised the timeline due to various reasons, including the ongoing regulatory review process and discussions with the U.S. Department of Justice. Forming this venture will also provide us with cash to accelerate our debt repayment. We expect this joint venture to be accretive to our EPS in a couple of years, as we've said before. All in all, we're shaping our Commercial business to continue its customer-centric focus and offer products and services with strong growth prospects. We've done quite a bit of rewiring within this segment to take advantage of the leadership and capabilities within both ConAgra Foods and the former Ralcorp business, and we believe we're in a good position to capture growth domestically and internationally. In our third segment, Private Brands, we've taken key steps to organize in a way that sets us up for long-term success. As you know, this segment is largely made up of a significant portion of the former Ralcorp business. And we've also included in this segment a private brand business that we had before acquiring Ralcorp, businesses that were previously part of Consumer Foods. Sales and profits for Private Brands are not quite as strong as we planned. To be very transparent, our volume recovery is taking longer than expected. As we've discussed before, there were pricing and service issues prior to and during the early transition, which impacted volumes. We've made significant progress on both issues but we're still a work in progress for the next 6 months or so. Let me be clear, we are very confident in our ability to substantially improve the top and bottom line performance of this segment. Private Brands will be a catalyst for growth at ConAgra Foods. As we talked about last quarter, we have been intensely focused on building the right customer-facing structure and filling critical sales positions, and we have leadership and sales focus in place for 6 distinct businesses within Private Brands now. Service levels are getting better across this business and close to target levels. We're also gradually adjusting our price points in key categories in the marketplace. During the quarter, we officially launched our new sales organization and galvanized roles, coordination and assignments across the company. Customers have been positive about our newly integrated sales teams. These teams are aligned with customer needs and designed to simplify the customer interaction with us across branded and private brand products. Having one voice to the customer will enable us to be the strategic partner customers are looking for. This is critically important and will gain traction over time. We continue to have extremely positive meetings with customers, particularly on the product innovation in the Private Brands space. And we have launched product development work with a number of key customers that we'll talk about in the months ahead. All of this strongly confirms the long-term strategic benefit of our portfolio approach. We continue to be committed to delivering $0.25 of accretion in EPS this fiscal year from the Ralcorp deal. And we also remain committed to our short-term and longer-term synergy estimates, which are on track to deliver. Just as a reminder, the accretion and synergy benefits will show up across all of our business segments. In closing, we're on track for our fiscal 2014 EPS commitments, meaning a year of 8% to 10% growth, despite a continued challenging environment that has been a bit difficult to forecast. While some drivers and timing of our performance are a bit different now than our earlier plans, we're confident in the earnings outlook. We understand the levers we have to pull to deliver, given our focus on cost savings, synergies, strong customer partnerships and overall execution. I firmly believe we're setting up ConAgra Foods for long-term success, despite some bumps in the road, and that we're in a great position to deliver our fiscal 2015 to 2017 EPS and synergy targets. And as we look ahead, we'll use our unique position in the food industry, with our breadth and scale across branded, private branded and foodservice, to drive growth. I'm confident in the capabilities we continue to build and our willingness to do what it takes to transform our company. We are realistic about the challenges in our industry, and proactively working to ensure our capabilities, cost structure and portfolio set us up for long-term success, which is reflected in our algorithm. Thanks again for joining us today, and happy holidays, everyone. With that, I'll turn it over to John.
John F. Gehring:
Thank you, Gary, and good morning, and happy holidays to everyone. I'm going to touch on a number of topics this morning
Operator:
[Operator Instructions] And our first question today will come from Andrew Lazar with Barclays Capital.
Andrew Lazar - Barclays Capital, Research Division:
Two questions, if I can. First, Gary, about how much did the pull-forward of volume in the fiscal second quarter impact Consumer Foods volume and EPS? And the reason I ask is both to judge what 3Q volume could look like, and also get a sense if there's anything we can take away from this quarter's Consumer volume that helps us get more rather than less comfortable with the back half. And then I've just got a follow-up on Private Brands.
John F. Gehring:
Yes, Andrew, I'm not sure -- in terms of exactly how much, I'm not sure we can really break it down that way. Clearly, there was some shift between Q3 and Q2, but I'm not sure we can cite a specific number. I would say that there is a portion that's a shift, and there is a portion that probably creates a little bit of tailwind to offset some of the issues later in the year.
Chris Klinefelter:
And this is Chris. I'm sorry, I'll build and just say that, although we won't get into firm numbers, we were originally planning for Consumer Foods volumes to be down slightly, low single-digit rate, coming in flat, and that difference is attributable to all the things that Gary talked about in his remarks.
Gary M. Rodkin:
Andrew, also, I just want to let everybody know my voice sounds a bit like a frog, it's because I've got a cold. So I'm glad that you're not here for me to spread it to you. But it really was a little bit of a pull forward. All it was, was we got it at the very end of Q2, instead of the very beginning of Q3, so that's about the extent of it.
Andrew Lazar - Barclays Capital, Research Division:
Okay. So we want to make sure, obviously, we -- I'm assuming we keep that in mind, obviously, when we think about Consumer Foods volume in the third quarter just because the takeaway that we all see in scanner and whatnot is obviously still not where I think any of us would want it to be.
Gary M. Rodkin:
Yes, I would tell you on that, we will start to see that improve, and we'll -- and we believe that we'll see the consumption and the shipments pretty much merge over the second half.
Andrew Lazar - Barclays Capital, Research Division:
Okay, that's helpful. And then on Private Brands, assuming that the rest of the year plays out across the business as you expect, I still feel like the Private Brands piece is in a little bit of a black hole to investors, particularly given how the numbers have been reclassified this quarter. I guess, what are some of the specific benchmarks maybe we can look to or that you can provide for us maybe over the next 2 quarters on this business to provide the visibility that the cost synergies that you're looking for in fiscal '15 can actually flow through to give you the kind of 10% earnings growth you're looking for, maybe rather than needed -- being needed to shore up the business again? So I guess, basically, how will we know that fiscal '15 is not going to be another transition year for Ralcorp like '14 was?
John F. Gehring:
Yes, let me try to take a shot at that, Andrew. I think the key is, certainly, as we get into FY '15 and we lay out the year and our plans for the year, I think, given the fact that, at that point, we'll have solid prior year reference points, we'll be able to lay out the various components of the earnings growth, I think by segment, as we put that plan together. Admittedly, it is a little challenging. It's even a little bit challenging internally without the prior year lapse over the next couple of quarters. So I think one of the things you'll have to rely on is some of our estimates on the synergies that are flowing through. And certainly, I think as we get to CAGNY, I think that will be another opportunity for us to provide a little more color on some of the drivers of the business and, certainly, how we're doing on the synergies and the sources of those.
Operator:
And we'll move now to David Driscoll with Citi.
David Driscoll - Citigroup Inc, Research Division:
Gary, I think I got that same frog in the throat, so I apologize for my horrible voice. Just wanted to dive a little bit more into the retail environment and kind of the thought process here on what you're seeing. When you look at the brand segmentation, can you give us a little bit more color on kind of where you really expect to see the pickup in your plans as you change the pricing architecture? The portfolio is very large at this point, so I think it would be helpful for us to kind of be able to track -- going to Andrew's question, to track against the takeaway data that we see from Nielsen. Is it about frozen? Is it about center-of-the-store dry goods? How do you see the different components here moving as the year progresses?
Thomas M. McGough:
David, this is Tom McGough, and let me answer that in 2 parts. First, generally about our entire portfolio. During Q2, our consumption performance improved as the quarter progressed. We had a very good Thanksgiving period, and our consumption grew over the last month. What we're really pleased about is that we executed our merchandising programs that we talked about in Q1 in a very disciplined way. Our price/mix was flat, and we held our gross margin for the quarter. As you noted, given the breadth of our portfolio, we look at our performance in a couple different segments. Businesses like Hunt's and Ro*Tel Tomatoes, Reddi-wip, portions of the Marie Callender and Banquet business, particularly in our pot pies, and Slim Jim, these are businesses that continue to grow and continue to build share. We're investing to grow on these businesses. Our consumer and customer programs are delivering very good results, and we would anticipate that we would sustain that level of performance going forward. The brands like Banquet, Hebrew National, Wesson, Peter Pan, we've tactically adjusted our merchandising programs based on the category and customer -- or competitive dynamics. We're holding and, in some instance, building share there, and we're very pleased with the performance. But there are some brands and categories that are particularly challenging. We've talked about Chef Boyardee, Healthy Choice, microwave popcorn. We're making progress on getting the fundamentals right on those businesses, but it's going to take time to see the impact. And we anticipate continued weaknesses in those areas. But as I started, overall, we're pleased with the disciplined approach that we've taken to pricing and merchandising, and we're pleased with the performance where we're investing the most resources.
David Driscoll - Citigroup Inc, Research Division:
Terrific answer. Just one follow-up on that. Do you think that the competitive environment on pricing and promotions, does it remain disciplined and rational as you might hope?
Thomas M. McGough:
Yes, it is. We are making tactical adjustments. We believe we're striking the right balance, as indicated by our price/mix.
Gary M. Rodkin:
Yes, we don't see dramatic change.
Operator:
And we'll take a question now from Bank of America's Bryan Spillane.
Bryan D. Spillane - BofA Merrill Lynch, Research Division:
Just a question on the Private Brands segment. In the context that the volume growth or volumes are pacing a little bit behind plan, Gary, can you talk a little bit about how much of that is a function of -- you've gone through a period where there was a gap in service levels, so just the function of just simply no one there to take an order? And also, can you talk a bit about where you stand today in terms of the progress you've made talking to retailers about the value add that you bring, particularly in terms of the types of products that you can now produce on this new platform?
Gary M. Rodkin:
Yes, absolutely. Let me start, and then I'll turn it over to Paul Maass for a little bit more color. Again, Bryan, we remain very confident in the strategy. Value is here to stay, and Private Brands will most certainly be a long-term growth factor in the industry. We can -- we really continue to see good traction on cost synergies. And as you mentioned, innovation initiatives with some major customers, that will take some time to cycle in, but real good progress there. And I'd also say our new Private Brands organization is really just getting grounded. Now you do know, as you referenced, there were some issues from Ralcorp's own restructuring that are taking a bit longer to get fixed. I'd say 2 key buckets to mention
Paul T. Maass:
Yes, what I would add is just it is -- it requires intense focus. That's why we organized the way we have. The execution is unique customer-by-customer, category-by-category, really, SKU-by-SKU, in getting the pricing right at the shelf and getting our execution, the service levels right, and it's why we've organize the way we have to really intensify our focus. And I agree with what Gary said on the timing.
Operator:
And we'll move now to Jonathan Feeney with Janney Capital Markets.
Jonathan P. Feeney - Janney Montgomery Scott LLC, Research Division:
Gary, I wanted to follow up on the answer to the previous question. On the structural changes we talked about on the last call with Ralcorp, I mean, it seems like you maybe had to undo or redo some of the changes they made as far as the holding company, supervisory and maybe some personnel changes. Like where are you in that actual sort of personnel level and implementation process with Ralcorp? And I just have one other detail question after that.
Gary M. Rodkin:
Yes, Jonathan, I'd say we are now feeling pretty good. We have the sales organization, the sales teams in place. We now have 6 distinct business units for more focus, and they each have general managers from old -- or I should say from legacy ConAgra, from Ralcorp and several from the outside. So that structure has now been in place for several months. Leadership is really important here. We've got that in place, and it's just going to take a little bit of time to start to affect the change in the marketplace. As Paul referenced, this business is very granular customer-by-customer, category-by-category, but we're in a much better place than we were a few months ago.
Paul T. Maass:
And just one of the benefits of being part of a large ConAgra Foods organization, we're leveraging our supply chain expertise to get that service back on track where it belongs. And we focused on that. We're -- we've made huge steps on that. So we're leveraging the entire organization to really advance things.
Jonathan P. Feeney - Janney Montgomery Scott LLC, Research Division:
Great. And I apologize if I missed a comment about this in the opening remarks. But the -- for -- when the Ardent Mills transaction eventually closes, have you talked about what you're going to do with the proceeds?
John F. Gehring:
Yes, Jonathan, this is John Gehring. Our plan at this point is we will use those proceeds to accelerate our debt repayment.
Operator:
And we have a question now from Thilo Wrede with Jefferies.
Thilo Wrede - Jefferies LLC, Research Division:
First question I have for you was, one of your competitors yesterday pointed out the shift in Thanksgiving, how it impacted their business, have you seen any impact from that?
Gary M. Rodkin:
We planned for Thanksgiving, when Thanksgiving was going to land. Thilo, as we said, we got some of the merchandising for the holidays a bit earlier than we had expected, and that's why we had a bit of a shift from early Q3 into Q2. But I would say that's about the extent of it.
Thilo Wrede - Jefferies LLC, Research Division:
Okay. And then when I look at your scanner data and I look at how you've increased promotions, that you don't seem to get as much of a lift from the promotions as I would have expected. I think you've called out a brand, like Chef Boyardee, that hasn't really reacted to it yet. What does it say about a brand like Chef Boyardee? It didn't seem to react to marketing, it doesn't seem to react to promotions. What does it say about the long-term viability for that brand?
Thomas M. McGough:
Sure. This is Tom. In Chef Boyardee, we lead in the canned pasta, but we really compete in a much broader competitive set with many other quick, easy-to-prepare meals. The reality is, when you look at that broader competitive set, we see much stronger competitive activity across the board. As you mentioned, this is a brand that's been very successful with multiple price -- multiple purchase promotions. From a consumer standpoint, there are fewer of those traditional stock-up trips as consumers are shopping more toward their immediate consumption. And as a result, the sell-through on our promotions had been less than what we've seen historically. And I think that's generally happening in many categories, not just Chef Boyardee. Without disclosing too much information from a competitive standpoint, we are retooling our go-to-market approach, both in terms of our marketing and merchandising. We're making very good progress on that. But it will take time to have market impact. It will have time to take market impact on that business.
Operator:
And Jason English with Goldman Sachs has our next question.
Jason English - Goldman Sachs Group Inc., Research Division:
So I want to ask about this restructuring program that you hinted at. Are you looking at this as an opportunity to sort of keep your productivity pipeline full, so this roughly $240 million or so of annualized COGS productivity. Is this just more fuel to keep that going? Or is this over and above what you usually target?
John F. Gehring:
I'd say a little bit of both, Jason. I think, certainly, some of the restructuring, as we look at network and distribution, the network optimization, I do think some of that is going to support our ability to continue to deliver good results there. Certainly, we're always looking, as part of that, to see if we can add some extra fuel to that fire, if you will. But I think the other element that we're taking a real hard look at and working on as we speak is, given the size of the organization, what can we do, from an administrative cost efficiency and effectiveness standpoint, to further leverage the size of the organization and the scale of the organization to be more efficient on that end of things too. So I'd say it's both manufacturing and distribution network optimization, some of which is needed to sustain the pipeline and, perhaps, improve it. The other piece would be the administrative effectiveness.
Jason English - Goldman Sachs Group Inc., Research Division:
Great. I'm here to hear more. And then more tactically, specifically, just this last quarter, within Consumer Foods, you mentioned that gross margins were comparable to prior year. Can you enlighten us in terms of the productivity that you realized this quarter within Consumer Foods and so the pacing for the year, as well as inflation?
John F. Gehring:
Yes. So, Jason, we've talked about $50 million of cost savings in the Consumer segment this year, and we...
Gary M. Rodkin:
This quarter.
John F. Gehring:
I'm sorry, this quarter, $50 million this quarter. We expect $200 million of cost savings to fall into the Consumer Foods -- the new Consumer Foods segment this whole year. And as I mentioned, there will be about $30 million of additional cost savings that will be reflected in the other segments because of the moves of some of the businesses where those benefits fall.
Operator:
We'll move now to Akshay Jagdale with KeyBanc Capital Markets.
Akshay S. Jagdale - KeyBanc Capital Markets Inc., Research Division:
I just wanted to ask about your longer-term or medium-term EPS growth outlook of 10%. Can you help us in -- with that guidance in the context of this new segment reporting, there's a lot of moving parts. But at the operating profit level, I'm assuming you're going to have similar type growth, maybe high-single digits. Can you give us a sense as to which segments will perform above or below that in your projections over the next couple of years?
John F. Gehring:
Yes, Akshay, I don't think we're positioned today to talk about earnings growth by segments. What I would -- as we certainly get into next year, we'll provide more discussion about that, and we'll talk about our algorithm more at CAGNY. What I would offer, if you just stand back, we've got a lot of confidence that our base business, as it exists today, can deliver reasonable operating profit growth, call it, in the mid-single digits. And then when you look at the opportunity we have from the synergy opportunities ahead of us, that's really what's going to take you from what would be a normalized maybe mid-single digits up into that 10% range. And again, unfortunately, at this time, we're not prepared to talk segment-by-segment.
Chris Klinefelter:
All right. This is Chris. I'll build on John's remarks and just say that keep in mind, as John indicated in his prepared remarks, that these synergies aren't necessarily going to fall to just one segment. So that's another reason that's complicating it right now. So we'll be getting back to you with more details later.
Operator:
And we have a question now from David Palmer from RBC Capital Markets.
David Palmer - RBC Capital Markets, LLC, Research Division:
Two questions. You mentioned how you adjusted promotions in -- to be more competitive in a few categories. We have Thanksgiving noise in our Nielsen numbers, so it's difficult to see the progress that you described earlier. You seem to think that consumer trends, the consumption had improved through the quarter. And what I'm looking at, it's down 5% for the last 12 weeks. And the comparisons seem to be getting tougher through May. So I'm -- I just wanted to probe a little bit, what exactly are you seeing, perhaps, some adjusted consumption numbers, that are making you feel more hopeful? And how should we think about the tougher comparisons and your ability to lap those over the next couple quarters?
Thomas M. McGough:
Sure, David. This is Tom McGough. What I was referencing is our consumption -- our most recent consumption performance over the last 4 to 6 weeks. We certainly have a view of the entire holiday season, including the shift in Thanksgiving. Our consumption grew over that period of time. That was indicative of very strong holiday promotions on businesses like Reddi-wip, Marie Callender pies, but also incremental merchandising programs that we've secured at key customers in key categories. The Banquet frozen meals, for example, is growing very nicely. We're seeing the same on Marie Callender. We anticipate that many of the merchandising changes that we made began to have their most impact beginning in November, and we continue to see -- we anticipate we're going to continue to see the results of that in the upcoming quarter.
Gary M. Rodkin:
Yes. And, David, I think you'll see a little gap between pricing and volume. And that's really because of some of the very commodity-oriented products, like Wesson oil or Peter Pan Peanut Butter, where the commodities have come down and the pricing has come down. And you've seen that from some other companies. So there may be a little bit of a gap there, but Tom is really referencing the volume.
Thomas M. McGough:
Yes, so that's a very good point. And I'll just close by saying we're taking a very disciplined, surgical approach. We see that in our price/mix, our margin performance. We believe we're striking the right balance in that equation.
Operator:
And we'll take a question now from Deutsche Bank's Eric Katzman.
Eric R. Katzman - Deutsche Bank AG, Research Division:
Okay. I guess, 2 or 3 questions. First, maybe I'm just missing this, but your annual guidance on an operating adjusted basis, that included the dilution from the mills -- the milling divestiture. And so does the timing slippage on that, does that now include some earnings that wouldn't have been otherwise in your guidance?
John F. Gehring:
Yes, Eric, let me take that. This is John. I think there are a number of variables in the dilution calculations, the Ardent Mills transaction. Timing is one of them. We continue to monitor those various variables. I'd say that the shift in timing has had a minor impact. But at this point, I would say that $0.03 of dilution is still the best estimate of what the impact is going to be this year.
Eric R. Katzman - Deutsche Bank AG, Research Division:
Okay. And I guess that's within the range, so that's -- that doesn't really have much of an impact for the full year, for the fiscal year?
John F. Gehring:
Yes, that's correct. Yes, the shift in timing, it really has an impact in our overall estimates.
Eric R. Katzman - Deutsche Bank AG, Research Division:
Okay. And then, Gary, the shift to -- or the segmentation, as part of the Ralcorp changes, to 6 segments, do those 6 product lines, I assume those represent the vast bulk of the Ralcorp business. And so -- but if not, is there a certain, let's say, tail there that you just don't feel is worth keeping? And would that -- is that something that we should think about as a lag or a pressure on reported Ralcorp sales going forward?
Gary M. Rodkin:
Yes, Eric, I'd say that it's basically just the way that we've divvied up the portfolio between the Ralcorp businesses and the legacy ConAgra Foods businesses, just to make sure that we have enough focus on each category. So for instance, there's a cereal category and there's a category for condiments, and there's 6 like that. So there's nothing else to take from that other than that we wanted to make sure we had enough focus on each one of those categories because it's a broad portfolio.
John F. Gehring:
And just a mechanical clarification, just so everybody's clear, to recall, as we move the segments around, there's a portion of the Ralcorp Frozen Bakery products legacy segment that is in our Commercial segment because it's a foodservice business. And then there are some international sales that are now sitting in our new Consumer Foods segment. So you've got -- the sum of the pieces have moved around across all the segments. But in terms of the focus on the 6 within Private Brands, that's -- Gary's answer covers that.
Eric R. Katzman - Deutsche Bank AG, Research Division:
Okay. And then last one, if I could. The -- so you touched on this before, but -- so you've got the -- like the kind of the annualized goal of $250 million or so of synergy -- or productivity, sorry, from the Consumer division historically. And that's now going to be distributed a little bit slightly differently because of the change in the segments. And then on top of that, you've got the Ralcorp synergies, and those are also now going to be distributed across the organization, but I would assume that -- is it reasonable to assume that the bulk of those are still going to be in the Private Brands segment?
John F. Gehring:
Yes, I think that's a pretty fair characterization. Most of them will be there. And to your earlier point, we talked about -- at the outset of this year, within the legacy Consumer Foods segment, we talked about $230 million of cost savings. We feel like we're tracking on that number, but about $200 million will show up in the new Consumer Foods segment, and the other $30 million will follow the businesses that went into Private Brands or to our Commercial business.
Operator:
And we'll hear a question now from Alexia Howard with Sanford Bernstein.
Alexia Howard - Sanford C. Bernstein & Co., LLC., Research Division:
Can I ask a question about category growth? If you look at categories like canned pasta, we seem to have seen some fairly steady declines in the volume growth over the past several years. I just wanted to ask whether that -- in your view, is that driven by consumers changing attitude towards packaged foods -- certain packaged food segments, maybe shifting away from more heavily processed foods into healthier, fresher and simpler products? Or is there something else going on? And if there is a shift in consumer attitude, how do you respond to that? That's the first question. And a quick follow-up. On the trans fat ban, how burdensome would this be for you to eliminate?
Gary M. Rodkin:
Yes, I'll take the second one first, Alexia. On trans fats, we've eliminated most of that from our portfolio over the last, I don't know, 5 or 6 years. There, clearly, are still some products that have some level of trans fats. It's really going to come down to exactly what the regulations dictate, but we're continuing to work on that. And I would say it is not a material issue for us. And then -- and we, obviously, also have to do that on Private Brands as well. The question on categories, clearly, we've got a big, broad portfolio. Some are more challenged than others. You hit on one that is more challenged, and I would say we're not expecting big growth from canned pasta. That's just not realistic. But there are other categories, many other categories, that we plan where we will deploy resources in a bigger way. Clearly, there's tailwinds in a category like snacks, where we're quite big, particularly now with Ralcorp, with cookies, crackers, nuts, et cetera. So we've got somewhat of a mixed bag across our big, broad portfolio, and that's how we're going to allocate our resources.
Operator:
And we'll move now to Robert Moskow with Crédit Suisse.
Robert Moskow - Crédit Suisse AG, Research Division:
I think one of the concerns I hear from investors is that merchandising effectiveness has gotten tougher and tougher because it's like pushing against a string. The consumer isn't responding, especially low-income consumers, to the value offerings that are being put in front of them. But your comments today are very much different from that. I just want to know, like are you more hopeful for next year that you figured out the right tactics, the right formulas, price points for merchandising price points and promotional price points?
Thomas M. McGough:
Sure, Robert. When you talk about our portfolio, it is a broad portfolio, and we like to assess the performance based on -- we like to segment the performance. We see very good sales growth, share growth in many of our categories where we continue to invest. Hunt's and Ro*Tel Tomatoes is one that I highlighted, Reddi-wip. This is where we've got a great consumer message. We're investing in A&P. We're getting great retailer support. That's converting into organic share and volume growth. But the challenge that you highlighted around the value consumer is indicative of the change in that stock-up trip, we're looking at different ways to satisfy that consumer. And one, in particular, is pot pies. It's a tremendous value, and we're seeing very, very strong merchandising support, customer engagement in that category in growth. So in general, it's a tough economic environment for consumers. But clearly, there are areas that we are growing.
Gary M. Rodkin:
Yes. And again, Robert, I would just say it is really the value of our total portfolio. And we have to shift the resources to where we can drive business. Tom alluded to the pot pie, that's a great example. We have to fish where the fish are, and we're going to continue to adjust in that fashion.
Operator:
And we have a question now from Chris Growe with Stifel.
Christopher R. Growe - Stifel, Nicolaus & Co., Inc., Research Division:
I just had 2 questions, if I could. I think -- my first one is in relation to Consumer Foods, the Consumer Foods division. And I think, from Tom's response, we can infer this, but I want to be clear, that you've been very tactical with your promotional spending. And should we expect, therefore, that it gets even more -- do you get any more promotional in Q3 and Q4, the second half of the year? Would that promotional line even accelerate a bit sequentially as you get these programs in place? And the second question was related to the historical Ralcorp business. And you have been talking about $4 billion in sales, and I was curious if that was still an appropriate number if some of the recent -- just the weakness you've had in private label overall, if that's challenged that figure at all as it comes through the second half -- in the second half and for the full year.
Thomas M. McGough:
Sure, let me start -- this is Tom. Let me start with the first question. Our execution in Q2 is what we would expect in Q3 and Q4 in terms of maintaining a strong discipline, in terms of our spending, we want to be very surgical and tactical and execute in a very disciplined way. I don't see a material change in our approach for the balance of the year. I would anticipate something very similar to what we just achieved.
Gary M. Rodkin:
And on Ralcorp, I would tell you that I wish that I saw more immediate impact on the top line performance. But I have to tell you, I'm trying to be more patient because we've only had our new general managers and sales teams in place for a few months. They are digging out of a hole. They are building new relationships with customers. And I can see them making progress every day. And you know a big transformation like this is really hard work. The important thing is to see that progress every day. So I am very confident we're going to start to turn the corner in the next 4 to 6 months because the strategy is sound and the execution is catching up.
John F. Gehring:
Yes. And, Chris, on that point of your question, specifically, certainly as we revised the number down to $4 billion a couple of months ago, it's because we're starting to see some of these -- some of the timing issues, and the challenge to turn this around. But as we sit here today and we look across all 3 of our segments, where the Ralcorp -- legacy Ralcorp sales will fall, we think $4 billion is still a pretty good estimate of the total sales of the legacy business. So I think we're still on track there.
Operator:
And our final question today will come from Ania Aldrich with Cambiar Investors.
Anna A. Aldrich - Cambiar Investors, LLC:
It's Anna Aldrich. I wanted to ask you if you guys could comment how you think the ongoing reduction in food stamps is impacting your sales.
Gary M. Rodkin:
Yes. The economy is still very tough for the vast majority of Americans, this whole Wall Street, Main Street gap. And any reduction in SNAP is going to make it tougher for a lot of families that are struggling. And we have been very proactive in working with retailers to help them adjust to their -- to these new shopping patterns, given the SNAP issue. And we believe, importantly, that our portfolio delivers the best overall value in the industry. So yes, it is clearly an issue. We think we're being very proactive to tackle it.
Anna A. Aldrich - Cambiar Investors, LLC:
But there is no particular number you can put on it?
Gary M. Rodkin:
No. I couldn't really quantify that.
Operator:
And there are no further questions. Mr. Klinefelter, I'll hand the conference back to you for final remarks or closing comments.
Chris Klinefelter:
Thank you. And just as a reminder, this conference is being recorded and will be archived on the web, as detailed in our news release. And as always, we are available for discussions. Happy holidays, and thank you for your interest in ConAgra Foods.
Operator:
This concludes today's ConAgra Foods Second Quarter Earnings Conference Call. Thank you, again, for attending, and have a good day.
Executives:
Gary M. Rodkin - Chief Executive Officer, President, Executive Director and Member of Executive Committee Chris Klinefelter - Vice President of Investor Relations John F. Gehring - Chief Financial Officer and Executive Vice President Thomas M. McGough - President of Consumer Foods Group Paul T. Maass - President of Private Brands and Foodservice Businesses
Analysts:
Andrew Lazar - Barclays Capital, Research Division David Driscoll - Citigroup Inc, Research Division Bryan D. Spillane - BofA Merrill Lynch, Research Division Jonathan P. Feeney - Janney Montgomery Scott LLC, Research Division Jason English - Goldman Sachs Group Inc., Research Division Kenneth Goldman - JP Morgan Chase & Co, Research Division Eric R. Katzman - Deutsche Bank AG, Research Division Akshay S. Jagdale - KeyBanc Capital Markets Inc., Research Division Alexia Howard - Sanford C. Bernstein & Co., LLC., Research Division Robert Moskow - Crédit Suisse AG, Research Division Christopher R. Growe - Stifel, Nicolaus & Co., Inc., Research Division Gregory Hessler - BofA Merrill Lynch, Research Division
Operator:
Good morning and welcome to today's ConAgra Foods First Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan, and I'll be your conference facilitator. [Operator Instructions] At this time, I'd like to introduce your host for today's program, Gary Rodkin, Chief Executive Officer of ConAgra Foods. Please go ahead, Mr. Rodkin.
Gary M. Rodkin:
Thank you. Good morning and welcome to our First Quarter Earnings Call. Thanks for joining us today. I'm Gary Rodkin, and I'm here with John Gehring, our CFO; and Chris Klinefelter, VP of Investor Relations. Before we get started, Chris has a few remarks.
Chris Klinefelter:
Good morning. During today's remarks, we will make some forward-looking statements, and while we're making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the result that we will achieve. So if you'd like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I'll refer you to the documents we file with the SEC, which include cautionary language. Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measures for Regulation G compliance, can be found in either the earnings press release, the Q&A document or on our website. Now I'll turn it back over to Gary.
Gary M. Rodkin:
Thanks, Chris. As we announced a little more than a week ago, we got off to a slow start in fiscal '14. While that certainly isn't the way we wanted to begin our fiscal year, I can assure you we've been taking action and we're very focused on the actions required to drive improvement throughout the year. For reasons we'll discuss today, we're confident in our revised full-year EPS, as communicated last week, which results in 8% to 10% growth over last year's comparable full year diluted EPS of $2.16. For the quarter, we posted EPS of $0.37 on a comparable basis. As context, we originally expected to be in line with year-ago amounts, which means we were anticipating we would get close to a $0.44 quarter. When we first gave that guidance, the main reasons we expected to be only in line with year-ago amounts, as opposed to growing, were primarily because we planned for some significant incremental investment to support new product launches, and because the impact from a customer transition in our Commercial Foods business was expected to be the most pronounced in our fiscal first quarter. So with that reminder as background, we underperformed our prior EPS goal, mostly because of poor volume performance in the Consumer Foods segment. As we go forward in the fiscal year, we have plans to improve volume and we anticipate cost favorability, driven by lower-than-planned inflation, as well as better-than-planned SG&A cost savings, all of which suggest better quarterly trends. In a nutshell, we expect those positive factors to collectively offset a portion of the Q1 EPS softness and enable an 8% to 10% growth year, with the growth coming in the second half of the fiscal year. To be clear, we are reaffirming our expected comparable EPS growth rates in the fiscal 2015 to 2017 timeframe, where our Ralcorp synergies are planned to be the richest. Our view of Ralcorp synergies is unchanged at $300 million in fiscal 2017, and we're as confident in the long term about our strategy and direction as we've ever been. Now I'll talk more about specific results within our segments. As a reminder, our segments will change later on this fiscal year, and John will say more about that. In our Consumer Foods segment, sales were down 2%, acquisitions contributed 2%, organic volume declined 3% and price/mix was down 1%. Within the price/mix, we had significant slotting allowances related to new product launches. That was part of our plans and it's concentrated investment level that won't be repeated this year. In our base in Consumer Foods, we saw weak volumes given challenges within certain customers and categories. Several categories have returned to more intense price competition as customers tried to drive traffic back with more deals. Our change in tactics, particularly for the remainder of this fiscal year, include a shift to become more impactful with our promotions and merchandising, as well as more focused on better mix through improving the velocity of our higher-margin products. That means we have shifted some dollars from advertising to merchandising to be more competitive. Said simply, we're acknowledging that in this environment, we need to be more price-competitive in certain categories. We had been on a path of increasing our marketing dollars over the last several years, but this environment calls for some course correction toward more in-store merchandising. And we've begun the process of the category-by-category, customer-by-customer basis, and most importantly, within financially responsible guidelines. Why are we confident that increasing our merchandising will drive a lift in volume? We know from past experience that when we get our fair share of merchandising, we get a lift in volumes. To be clear, we don't like this kind of environment. It's not ideal for long-term brand health and margins. But we will do what's necessary to improve volume in a fiscally responsible way. A reduction in our least efficient advertising spend, continued productivity gains and a sharper focus on SG&A, will enable us to shift funds toward merchandising to invest, as needed, in this environment. I want to be clear that it's not all about changes in merchandising and promotion. We will continue to support our brands that respond well to advertising spend; brands like Marie Callender's, Bertolli, Reddi-wip, PAM and others. This is simply about balance and what is needed in the current environment. We launched a number of items into the market in Q1 with early mixed results. Certainly, some of our recently introduced products are doing well. For example, our new Bertolli items, premium meals and desserts, along with our Marie Callender's single-serve cakes are doing well and are on track. But for a few of the new items this go round, quite frankly, we got the price value equation wrong. What I mean by that is we believed the premium quality of our Marie Callender's breakfast sandwiches and our Orville Redenbacher's Pop Crunch, for example, would command a premium price in their respective categories. So even with superior products, we know we need to work harder and smarter at getting the value equation right. The incremental investment to support the new product launches was significant at $26 million or $0.04 a share. This represents over half the year-over-year decline in the Consumer Foods operating profit. The good news is these were concentrated upfront costs associated with planned introductions. We don't have any more large new product launch costs planned for this fiscal year. So that means a big portion of the segment's 22% year-over-year profit decline is over and done with. So this quarter's profit comparison is not a good reference point for a trajectory of the remaining quarters this fiscal year. In summary about this segment, we see improved input cost inflation dynamics over the course of the fiscal year. We have line of sight to more SG&A cost savings than we did at the beginning of the fiscal year. And as we think about volume in Consumer Foods for the rest of the year, we believe volume will improve behind the increased merchandising that we're planning, and we expect that lift to help with absorption in our plans. John will say more about what we're expecting in terms of top line and bottom line for this segment for the full fiscal year. In the Commercial Foods segment, sales were in line with year-ago amounts and operating profits were down as expected. As we talked last quarter, within Lamb Weston, we planned to be down in profits due to loss of some business from a major customer. As we said, we knew there would be some margin impact at Lamb Weston during this transition, but we are very confident that over the long term, we will make up for this loss and continue the strong growth we've seen from the frozen potato business. We've already begun expanding our business with other customers and we expect to see continued progress as the year goes on. While the loss of business is tough, we planned for it in the first quarter and we've worked very hard to recover from it quickly. And it's great to see some stronger contributions from some other customers already. Our milling operations posted growth in sales and profits. As you've heard us discuss before, we remain focused on product mix, efficiencies and customer supply chain and risk management solutions, and it's been paying off. Overall, the year for Commercial Foods is on track and we remain confident in delivery of the year as planned. Just as a reminder, as we look further into fiscal 2014, we plan to contribute our milling operations, which are part of the Commercial Foods segment, into a joint venture with Cargill and CHS, called Ardent Mills, where we will have 44% ownership. We believe this is a long-term strategic win in terms of customer supply chain solutions, efficiencies, expanded innovation capabilities, and of course, profits. Forming this venture will provide us with cash to accelerate our debt repayment. We expect this joint venture be accretive to our EPS in a couple of years, and John will say more about this. Moving on to the Ralcorp operations, for the quarter, sales and profits were a bit behind our expectations and we attribute this to the softness in the overall retail market. And as we described last quarter, dealing with the fallout from their past restructuring efforts and suboptimal pricing actions. I'll say more about that in a minute. We're on track with a $0.25 of EPS accretion this year. We've made very good progress in integrating the organization and we now have all the leadership positions in place. This will play a key role in correcting the pricing and organizational issues that I discussed earlier. The leadership positions were a critical aspect of our work over the last several months, and while it will take some time to get all of our processes wired exactly right, it feels great to have a strong team of talented and experienced leaders in place. The caliber of people that came from Ralcorp, along with those from ConAgra Foods and those recruited from other companies, plus the way we've designed our organizational structure, will help us intensify our focus on customers and categories. Rebuilding the leadership team and the sales force from the Ralcorp restructuring that took place a year ago, several months before the transaction, is part of this work, and we are getting those customer-facing positions in place as we speak. We believe the focus here will begin to pay off as we get to our new structure and people in place with our customers. We've already had a few early wins that will be realized in the back half of our fiscal year. With regard to other near-term marketplace opportunities, our conversations with customers about our capabilities, like product and promotional innovation, are already beginning to work. Customers are very receptive to our innovation ideas on private brands, and they see our innovation capabilities as true differentiators in the marketplace. We're also putting our insight capabilities to good use in terms of product pairings. You'll hear more about that from us in the future. We like what we're seeing on cost synergies. We're off to a good start and on track with expectations for fiscal 2014 and are confident about our projections. As a reminder, we're projecting $300 million of annual pretax savings from cost-related synergies in fiscal 2017, and given the lead times, the big ramp-up starts in fiscal 2015. I want to remind everyone that our plan all along assumed that in the early days of integrating Ralcorp, we would drive cost-related synergies faster than top line-related synergies. Most significant top line benefits are expected later as we get the new organization in place and begin to leverage our capabilities. That's the way it's playing out, and it's what we expected. I'm very confident in our strategy on private brands, recognizing it requires a bit of patience. We're playing for the long term. We can see the opportunities ahead of us and we feel good about the progress we're making. So to summarize the quarter and our perspective on the rest of the year, we acknowledge that our Q1 performance fell short of expectations, and that we have work to do to deliver the revised year. With that understanding, I'll leave you with these 3 elements of our confidence in the full fiscal year. One, our Commercial business is largely on track. Two, the Ralcorp integration and synergy realization is going as expected. Three, our course correction in Consumer Foods can be achieved through more impactful merchandising to drive volume improvement as well as commodity input cost favorability and SG&A cost savings. Thank you again for your interest in our company, and I will now turn it over to John.
John F. Gehring:
Thank you, Gary, and good morning, everyone. I'm going to touch on 4 topics this morning. First, I'll discuss our fiscal first quarter performance. Next, I'll address comparability matters. Then onto cash flow, capital and balance sheet items. And finally, I will provide some comments on our updated outlook for fiscal 2014. Let's start with our first quarter performance. Overall, as we previously communicated, the fiscal first quarter results were below our original expectations and reflect the impact of several matters we planned for, such as marketing investments in our Consumer Foods segment and the loss of some contracted business with a significant foodservice customer in our Commercial Foods segment. However, as Gary noted, we also had a shortfall in our earnings relative to our plans for the first quarter, and that was driven principally by disappointing sales volumes in our Consumer Foods segment. Overall for the first quarter, we reported net sales of $4.2 billion, up 27%, driven by the addition of Ralcorp, partially offset by the softness in our Consumer Foods segment. For the quarter, we reported fully diluted earnings per share from continuing operations of $0.33 versus $0.61 in the year-ago period. Adjusting for items impacting comparability, fully diluted earnings per share from continuing operations were $0.37 versus $0.44 in the prior year quarter, a 16% decrease. While Gary has addressed our segment results, I would also like to touch on a few points, starting with our Consumer Foods segment, where net sales were approximately $2.0 billion, down about 2% from the year-ago period. This reflects about 2 points of growth from acquisitions, offset by a 3-point decline in base volumes and 1 point of negative price/mix. Our Consumer Foods segment operating profit adjusted for items impacting comparability was $189 million, or down about 22% from the year-ago period. The operating profit performance reflects the volume softness and the increased marketing costs, partially offset by the benefit of our margin management initiatives. The higher marketing costs for the quarter reflect incremental costs of about $26 million, or about $0.04 per share, in support of new product launch activity, which for 2014, was concentrated in the first quarter. So spending levels will naturally be lower in subsequent quarters. On foreign exchange for this quarter, the impact of foreign exchange on net sales and operating profit was immaterial. Our Consumer Foods supply chain cost reduction programs continue to yield good results and delivered cost savings of approximately $45 million in the quarter. For the fiscal first quarter, we experienced inflation of about 2%. And on marketing, Consumer Foods advertising and promotion expense for the quarter was $104 million, up about 14% from the prior year quarter, driven by an increase in new product launches. In our Commercial Foods segment, net sales were approximately $1.3 billion, about flat with our prior-year quarter. The Commercial Foods segment's operating profit decreased 7% from the year-ago period, to $130 million. The year-over-year decline reflects the expected decline in our Lamb Weston business related to the loss of contracted business with a significant foodservice customer, as we noted last quarter. Operating profit for our flour milling business was modestly higher than the prior year quarter. Our Ralcorp operating segments delivered net sales for the quarter of $942 million. And operating profit, excluding items impacting comparability, was approximately $83 million, slightly below our expectations reflecting volume softness across several categories, consistent with some of the trends we've seen across the broader food industry. Given the adverse impacts of pre-acquisition restructuring activities, suboptimal pricing actions and some adverse commodity positions at the time of acquisition, we expected to be working through some challenges during the integration period. We took these challenges into consideration in our guidance and therefore, we remain on track to deliver $0.25 per share of accretion for the full fiscal year from Ralcorp. Our new organization structure is being implemented, and the new leadership team is in place -- sorry, is in the process of implementing changes to improve business trends. Given the size of this undertaking, the impact on results will take time and we expect performance to begin reflecting the benefits of these changes in the back half of this fiscal year. I would also point out that our fiscal first quarter is historically the smallest quarter seasonally for the Ralcorp business. So I would caution against any linear projection of the first quarter results as a proxy for the full year results. We are making good progress on both COGS and SG&A synergy work streams. However, we expect that product cost synergies will be realized principally in the second half of the fiscal year. Overall, our synergies are on track. We currently report the result of Ralcorp's operations in 2 segments
Operator:
[Operator Instructions] And it looks like our first question today will come from Andrew Lazar with Barclays Capital.
Andrew Lazar - Barclays Capital, Research Division:
Just had 2 questions for you to start off. I guess first thing, Gary, when you provided fiscal 2014 guidance, ConAgra was about a month into your first quarter. And at the time, you were quite bullish around volume momentum in consumer and the prospects for Consumer Foods at the time. So something -- it would seem very dramatic must have changed in kind of a month's time from then to sort of cause ConAgra to lower not only the first quarter but the full year EPS so significantly. And you mentioned on the call some category weakness and some customer weakness. But frankly, I'm still not sure kind of what that means and whether that was just overall industry issues because it seems to have hit ConAgra maybe more significantly. So I was hoping maybe you could run us through a little bit around specifically what categories were real differentiators versus what you had thought a month before. And then these customer issues, were these things that were, perhaps, more discrete to ConAgra in terms of the impact to you? And the reason I ask is because this all goes towards how achievable the new full year EPS guidance is. That's the first question.
Gary M. Rodkin:
Sure. Andrew, I appreciate that. Those are fair -- that's a fair question. I think we all acknowledge that we're still in a relatively sluggish industry environment. But as the summer went on, we saw trade spending accelerate, and this is because customers, key customers were competing for traffic and manufacturers really heated up their competition for market share, that we've been on a path of shifting toward more pull via marketing and advertising. But with the increased merchandising intensity in some key customers and some key categories, we frankly lost some share of quality merchandising and, in turn, market share and, of course, volume. We're now in the process of course-correcting that, rebalancing and shifting some advertising dollars selectively into more competitive merchandising support, all within responsible financial constraints. We'll see the benefits starting late in Q2 but primarily in the second half of F '14. But to get more specifics on the categories, let me turn it over to Tom McGough.
Thomas M. McGough:
Yes, this is Tom. Our volume decline was concentrated in a couple businesses, most notably in frozen and on Chef Boyardee as a result of the strong competitive activity that Gary highlighted. First, in frozen, there's 2 things that are driving this activity. First of all, frozen is a big category, but volume has been weak. And this is an important category for our customers. And as a result, it has become a share battle in frozen meals. As a result, we saw a big increase in competitive promotional activity at several key customers during Q1. Similar situation on Chef Boyardee. As you know, we lead in the canned pasta category, but we really compete in a broader, shelf-stable, convenient meal arena. And the reality in Q1 was that we saw a much stronger promotional activity, particularly at the back-to-school period in that broader category. In both instances, we're strengthening our promotional programs to be more competitive. We anticipate that activity will be comparable going forward, and we know that when we achieve our share of merchandising support, we can improve our volume trends.
Andrew Lazar - Barclays Capital, Research Division:
Okay. I guess my second question would be back in 2009, I think when the industry went through a somewhat similar dynamic, where there was some deflation and most industry players had ramped up promotional spend to try and drive -- to drive volume, which was weak at the time, as I recall, it didn't end up really helping industry volume very much at all. And it seemed that none of the kind of players in the food industry really ended up benefiting relative to anybody else. It just ended up taking sort of a big chunk of profitability, I guess, out of these categories as a whole. So I don't know, maybe Gary, you could just address that. Do I have that sort of right? And so I'm trying to get a sense of why maybe, if everyone starts to -- has been and promotes more aggressively, the consumer sees certainly better value, but it doesn't seem like anyone gets a relative benefit or advantage.
Gary M. Rodkin:
Yes, Andrew, again, this is not our most desired way to see the industry operate. But we do, as responsible stewards, we do need to course-correct. And frankly, the customer in the competitive environment, along with this moderating inflation, means that we have to smartly rebalance our push and pull. Again, not black and white, not either/or, but we got to put the dollars against where we think we'll get the most effective returns. We need to bend the trends on our market share. It is a market share gain. It's category by category, customer by customer. We've got smarter analytics, and we've got to put them to better use. But we truly need to grow our share in this environment, and we need to do it by driving quality merchandising. We have found ways in our P&L to make certain that it is beneficial to us financially. But again, this is what the environment calls for, and we will stay within those guidelines.
Operator:
David Driscoll with Citi Research has our next question.
David Driscoll - Citigroup Inc, Research Division:
So I'd just like to go back to the competitor promotional activity and maybe just try to get a bit more on this one. Because I would say, Gary, that when you cite this as a negative factor, I mean, it's always troubling to hear on the outside. And what I find is that no one knows how, on our side of the fence, how to dimensionalize how bad this thing is going to be. So maybe can you just give us, as best you can, just specifics on what happened? And I think the most important thing is, how rational is this pricing environment? I mean, when you have a quarter like this, it feels like the environment is completely irrational, I mean and I think Andrew was maybe even trying to get at the same point. If your forward view is based upon the return of rationality, I mean how strong is that at this point in time, and how much confidence can you really give us today?
Gary M. Rodkin:
Obviously, David, there's only so much that we can share for competitive and customer reasons. But within that, I can tell you in our largest category, in frozen, we've been winning market share, as you know, over a number of years within this large category. A lot of that's been driven by really strong innovation, marketing, et cetera. But we can tell you that the intensity of the merchandising really ramped up in some pieces of some segments of that frozen category. For example, in one large part of the segment, merchandising that was, on average, about 4 for $10 or $2.50 apiece went to about 5 for $10 or $2 apiece and in some cases, hotter than that. We have been trying to stay on the path of driving towards more pull. But frankly, given the fact that we've won a lot of market share in several of these segments, we've seen competitors really dial it up this summer. So we've got to do what we need to do to win back that market share, and it's really not a return and hoping for an immediate return to rationality. It's really, in the near term, a return to our fair share of merchandising. Tom, want to add anything to that?
Thomas M. McGough:
What I would add is that we've seen the promotional activity focused primarily in the premium segment. This is a portion of the category that has grown. As you know, we're well positioned in that category with Marie Callender, with a very strong brand. We're investing in A&P innovation, but going forward, we need to ensure that we're getting our fair share of that merchandising support. As you know, we're investing in this premium segment. We've just launched Bertolli premium meals, and we're very pleased with those results. So we are having a balanced approach, making sure that we have a compelling message. But we've got to make sure that we have competitive merchandising to sustain our business momentum.
David Driscoll - Citigroup Inc, Research Division:
One follow-up for me. You made the comments that you expected inflation to come in better than expected. Can you dimensionalize that? What is your inflation expectation for the year and just some sense of -- I mean, it sounds pretty obvious that the pacing gets much better into the back half but, John, anything you can tell us there, I think, will be greatly helpful.
John F. Gehring:
Yes, I think at this point, David, what I'd say is we're probably looking at inflation probably slightly under 2%. Net-net, we still do see inflation when we look at all of our components of cost, including conversion and T&W. What I would say is the material commodity piece of that has come down somewhat since the first part of the year. So that's where we're seeing the lift over the balance of the year. The other thing I would just add is we feel very good about how we're positioned with our commodities and our hedges, so we feel confident about the ability -- our ability to capture that benefit as the year progresses.
Operator:
We'll move now to Bryan Spillane with Bank of America.
Bryan D. Spillane - BofA Merrill Lynch, Research Division:
Just 2 questions. One, related to Ralcorp and the revenue, sort of current revenue trends, I just want to make sure I understood it right. As you currently -- and what you've experienced so far this year is that you've gone through this organization change and trying to fill some of the boxes or some of the open slots. Have you not had full sales coverage with every account? First of all, is that an accurate way to describe it?
Gary M. Rodkin:
Bryan, that clearly is not optimal yet. We've had limited coverage given the restructuring that Ralcorp did before the acquisition. What I can tell you is the integration is very much on target. The organizational leaders are now all in place. That's quite recent. The new team and the structure is getting settled, and it's working on getting the wiring right. There will be a big change in the way this business is run from the restructuring that we're doing. Ralcorp did a few months -- Ralcorp, a few months before our acquisition, clearly made some changes that have to be reversed, and it disrupted parts of the business. Our pricing, our customer facing and supply chain are going to markedly improve as we get some time in place, and we look forward to seeing the impact of that starting in the second half of '14. Importantly, cost synergies in F '14 and F '15 to '17 are all on track. And net-net, we expected some challenges here, but we're still on target for the $0.25 of accretion. So a little bit longer than we hoped it would be, but frankly, we're in this thing for the long haul. We're doing it the right way. We clearly see a light at the end of the tunnel.
Bryan D. Spillane - BofA Merrill Lynch, Research Division:
And I guess the second question, just in terms of the environment being more difficult in general and understanding the comments about what's happened in shelf-stable meals and what's happened in frozen, but I just want to make sure, are your comments about the environment being more difficult really just focused on those categories, or does it spread across, really, the private label business as well? I'm just trying to understand is -- aside from some of those transition items with Ralcorp, you're also just seeing it's generally a more difficult environment in the private label world.
Gary M. Rodkin:
Yes. I would tell you that overall, I think we need to acknowledge that it's relatively sluggish in the industry. It certainly is more severe in particular categories. The net of the whole private label industry, not just us, but the net of the private label industry is still up. So we are addressing the specific issues customer by customer, category by category, and we will start to see this thing bend a little bit starting in Q2 but much more so in the second half of the year.
Operator:
We'll move now to Jonathan Feeney with Janney Capital Markets.
Jonathan P. Feeney - Janney Montgomery Scott LLC, Research Division:
Gary, just one follow-up. I'm curious about the integration of Ralcorp. I understand the business has always had its ups and downs. It's a private label business. You're always trading -- you're always making that decision volume versus pricing, and I guess that's how I interpret it. But when you -- just interpreted some of the volatility here, but when you're talking about -- what kind of changes were made at Ralcorp that need to be reversed at this point? And what gives you, I guess, such confidence that you're on the track to doing it the right way as far as serving customers and optimizing that equation?
Paul T. Maass:
Sure. This is Paul. I'll field that. I would use one word that really will make a big difference, and that is focus. And Gary hit on the organizational changes that were executed prior to the acquisition, but it really consolidated a big part of the portfolio under one general manager. And our diversity of products and categories, as well as the customer diversity, just really translates into a different org design that will enable far deeper focus. As Gary said, customer by customer, category by category, it's not a one-size-fits-all and breaking the business down into those business units to enable the focus, from our perspective, will have a significant impact and really help us in the customer execution. And we'd lost some of that. And I believe that the execution, not only from the customer facing but also the total operations, will improve as we get things set up and rolling forward.
Gary M. Rodkin:
Yes, I would just add, Jonathan, that we're really making a shift into a true operating company. Ralcorp did a great job, primarily focused on acquisitions. That was their focus. They acknowledge that. What we need to do is really turn this into an operating company. And all the steps that Paul talked about, particularly on the front-facing parts of the business, the general managers who run the P&Ls and the customer-facing sales force, those are going to be dramatic changes.
Paul T. Maass:
What gives me confidence is the feedback we get from the customers. So we've had a -- executed a lot of customer meetings, very positive feedback. We have great capabilities, great products. As we intensify the focus, we'll see improved results.
Operator:
We have a question now from Thilo Wrede with Jefferies.
Unknown Analyst:
This is Scott Barber [ph] asking a question for Thilo. Just a question around the Lightlife transaction. Why did you decide to sell that business?
Gary M. Rodkin:
Lightlife, frankly, we did not have enough focus on that particular segment. It was our only real entry into that part of the store, and we just couldn't provide the kind of focus on it. It's a nice business, a good equity, but better focus from a different company will help that business.
Operator:
We have a question now from Jason English with Goldman Sachs.
Jason English - Goldman Sachs Group Inc., Research Division:
First question, Consumer Foods, your expectation to get to flat volume for the year requires a resumption of growth later this year. That's probably going to be met with some degree of skepticism by a lot of investors. So with that in context, do you have the flexibility to still deliver against your earnings number if that volume performance comes in light?
John F. Gehring:
Jason, this is John. What I would tell you is as we look at the full year, certainly, as I mentioned, job one is strengthening the volume performance there. But to your specific question, I would tell you that given the fact that a lot of the profit growth in the second half, in particular, is not tied directly to that volume getting all the way back to par, if you will, I think we do have some flexibility to still land within our guidance, even if we were to fall a little bit short of that. So again, I think getting back to what I said, we don't need -- we certainly needed to improve it, but we're not basing our guidance on a heroic return of really significant growth.
Operator:
We'll move now to Ken Goldman from JPMorgan.
Kenneth Goldman - JP Morgan Chase & Co, Research Division:
Gary, Nielsen data, it's not always accurate, but it seems to suggest some of your frozen SKUs have seen their distribution points drop by fairly meaningful amounts lately. I'm just curious if you can talk a bit about what's happening there, whether it's your products, in particular, that may be getting deemphasized, maybe frozen entrées as a whole, or maybe the data just really aren't reflective of what's happening out there. I'm just curious for your take on shelf space loss, and if that's happening, whether maybe further cuts are at risk. Just any color there would be helpful.
Gary M. Rodkin:
Sure. I'll really start with Healthy Choice. We've made a decision, a strategic decision to build our line around our Café Steamers segment. And we're going through a process now of proactively rationalizing some of our lower-velocity, lower-margin SKUs in our other entrée segments, in particular. As a result, we are seeing declines in Healthy Choice. As we go through the year, we're going to have a stronger product range with higher margins and velocity, albeit on lower distribution. At the same time, we are building our distribution in the premium segment with our introduction of Bertolli. We're very pleased with the end market results that we've gotten today on our single-serve meals, our multi-serve meals and our desserts as well.
Operator:
We'll move now to Eric Katzman with Deutsche Bank.
Eric R. Katzman - Deutsche Bank AG, Research Division:
I have 2 questions. I guess the first, we haven't really touched on it much, but on the commercial side, can you maybe be a bit more specific as to which customers, is it domestic or international, are you seeing maybe better QSR traffic to help out Lamb Weston as the year progresses and whether lower potato cost is going to help out that business? And then second, it seems like Post -- maybe this is difficult for you to answer, Gary, but it seems like Post is now making a push once again into private label with their cold cereal business. They made a pasta acquisition. I don't know if you can comment, but I would have assumed that maybe there would have been a non-compete agreement or something along those lines.
Paul T. Maass:
Yes, this is Paul. I'll answer the question on Lamb Weston Commercial Foods. So the shift was really in foodservice distribution, and we're in the process of shifting business from that particular customer to other customers along relationships. So it's a process that we have to get through. I'm really pleased with the traction that we're getting with new partners in distribution. We will not rely just on that channel for achieving the volume growth back. We'll also get that from international growth, as well as growth with QSRs and other chain partners and customers.
Gary M. Rodkin:
Yes, Eric, we really can't comment on what others are doing. What I can tell you is that we have confidence that we can leverage our capabilities, and we will as we get more time on our belt on cereal and pasta. So we're confident there. But unfortunately, can't comment on what the other guys are doing.
Operator:
And we'll take a question now from Akshay Jagdale with KeyBanc Capital Markets.
Akshay S. Jagdale - KeyBanc Capital Markets Inc., Research Division:
I just wanted to ask about the consumer environment. I know you've talked about it a little bit here. But what do you think is going on with the consumer? I mean, do you think it's overall, they're spending less on food, or are they trading down? If you can just help understand how you're seeing that dynamic. Because there's some conflicting evidence from some of the results that are being reported. Would love to get your thoughts on that.
Gary M. Rodkin:
Sure. I think we believe, clearly, that there's a real bifurcation in the marketplace. And you can see that with the big majority of folks, call it the 80-20 rule, they're still really squeezing very hard on the basics. I've talked about this before, how that isn't just food, but all basics. You can see them in the food industry really trying to manage their yield by using all their leftovers and by their just-in-time inventory not stocking up a lot. And those behaviors are continuing. It's really all about price value in this environment. We believe we have a portfolio that works well there. But we certainly have to take some actions to enable us to continue to drive that price value, and that means that we need to do some things in our cost structure to take it to a place where we can deliver that kind of value. And one of the things we talked about in the near term is shifting some of that advertising into more promotion and merchandising, again, within financial constraints. So I would say we are acknowledging that there's not a lot of tailwinds from the consumer. On the other hand, this is a very, very large industry, and we're going to try and get some share back.
Operator:
We'll move now to Sanford Bernstein's Alexia Howard.
Alexia Howard - Sanford C. Bernstein & Co., LLC., Research Division:
Just coming back to the frozen segment, I get the point that getting your fair share of merchandising should help out in the near term. But the underlying structural issue is really the consumer demand for frozen having been quite weak for a number of years now, and it's obviously exacerbated by the moderation in commodity pressures leading to this step-up in merchandising activity. How much do you know about where the consumer is going out of frozen? Are they cooking from scratch? Are they moving to chilled prepared meals? Are they maybe just focusing on premium frozen? And what it's going to take to bring them back?
Thomas M. McGough:
The frozen single-serve meal category is one in which volume's been relatively weak. It's been focused primarily in the better-for-you segment. There's a couple dynamics going on there. Certainly, over the last several years, that segment is driven by that carried-lunch occasion. And with the relatively weak labor environment, there's been an erosion of usage as a result of that. We also see that there's a migration to those things that are perceived to be fresher. And frozen food is an incredibly, from a product standpoint, fresh product, with the perception around the perimeter of the store and maybe outside the store, there are fresher alternatives. So that's an area that we're tackling on our businesses and one that we have to better position in order for the category to -- for that segment to grow.
Gary M. Rodkin:
Alexia, just to amplify that last point, it's incumbent upon us in the frozen industry to convince folks of the value of the frozen meal. As Tom said, if you went into one of our plants, you'd see that it's just a giant kitchen and the food is really good quality, good nutrition, very good value. We need this to take some of the stigma away from the process side of this, and that's work that we're -- is ongoing.
Operator:
And we have a question now from Robert Moskow with Crédit Suisse.
Robert Moskow - Crédit Suisse AG, Research Division:
If I look at your stock's valuation multiple, it would seem to me that the market's not giving you much credit, Gary, for the $300 million of synergies that you think the Ralcorp business can deliver. And you've said that you're on track and you've got the leadership lined up the way you want, but I'm just wondering if you could just give us some more specifics about the cadence of how quickly those synergies can be realized and what comes first. Is it in the supply chain? Is it procurement? Is it overhead reductions? Maybe just a little more color would help people get more confident that it'll start coming quickly.
John F. Gehring:
Yes, Robert, this is John. So I think I'll try to tackle a couple of pieces of that. First of all, I think the first savings we're seeing, and this will be very logical, would be just around some of the SG&A, and we've made great progress on the duplications and streamlining those common functions. So we're seeing that already, and that would make sense that that'd be the first thing we see. The biggest chunk of the savings is clearly going to be on the supply chain side. And I'm speaking strictly cost savings here when we talk about the $300 million. What I would tell you is clearly, we feel like we've got a really good pipeline of ideas and projects that we're working there. And there are things that we are actually implementing as I speak. The one thing I just -- the one thing that's important to remember on cost of goods sold synergies is that you have to identify the project, you have to implement the project, the cost savings then show up in inventory and eventually, they show up in the P&L when they sell through. So that's why a number of -- a good part of the COGS synergies we've identified for this year will show up in the back half. As we get into future years, we really expect a significant ramp-up in the cost of goods sold. And really, it's going to come, first and foremost, from procurement because we have significant overlap in terms of the commodities that both of our businesses buy, and the scale that we're able to bring to the marketplace will be very impactful there. So that's probably the biggest chunk. After that, we also think -- and these will take a little bit more time, but in order -- we also think there's great opportunities around transportation and warehousing that will not only be a cost advantage, but we also think it'll be an advantage with our customers when we can ship products together. Now that, obviously, will take more time because there's some infrastructure investments required there. And then lastly, along the same lines in terms of timeline, would be what we would just classify as network optimization. And I talk -- there, I'm talking about our manufacturing footprint. And so we've got 2 very large manufacturing footprints between our 2 companies, and we think there's a lot of opportunity, over time, to streamline that footprint, which will certainly take fixed costs out of the equation but will also help us in some of our variable costs. So there's a number of components there, but the summary I'd give you is the SG&A is already showing up. We'll see it. We're starting to see some of the early cost of goods sold, principally procurement matters. And the ramp-up in the back years is really going to be driven because we'll have all 3 of those levers in the supply chain working at once.
Operator:
And we have a question now from Chris Growe with Stifel, Nicholas.
Christopher R. Growe - Stifel, Nicolaus & Co., Inc., Research Division:
I had 2 questions for you. The first one would be in terms of the Consumer Foods division, I guess I'm still confused on the second quarter performance for that business, which is implied to be down again in the quarter. And I guess, Gary, in your prepared remarks, you talked about the costs associated with the new products and how those were a drag in the quarter, which I understand. I guess what happens then in Q2? Is it just the residual weakness in volume? And I guess related to that, is it the promotional spending that's picking up where you're not expecting an immediate movement in volume on that spending?
Gary M. Rodkin:
Yes, Chris, fair question. I would tell you that it takes some time to implement these things we're talking about, and we will start to see some stabilization in the volume as we get later into the quarter, the latter part of the quarter. But I want to assure everybody that we're not burning the furniture for better optics, that we're trying and admitting that it takes a bit of time to do it right, and that's why we really don't see the real significant improvement until the second half.
Operator:
Our last question comes from Greg Hessler with Bank of America Merrill Lynch.
Gregory Hessler - BofA Merrill Lynch, Research Division:
So I wanted to ask on -- just given the first quarter results and a little bit -- or the small reduction in guidance, is liability management something that you guys would consider with regards to your capital structure? You have some high coupon debt out there, and with the move in treasuries, it maybe makes it a little bit more palatable to take some of this debt out. Is that something that you guys would consider in order to lower your interest expense?
John F. Gehring:
Yes, Greg, this is John. Certainly, we have -- we are continuously looking at our debt repayment strategy as we -- especially as we plan for things like the additional proceeds from Ardent Mills. What I would tell you is we are certainly watching the interest rate environment very carefully. We are -- we will be evaluating a number of options in terms of how we want to repay that debt. But we also -- to Gary's point, we don't want to burn the furniture from the standpoint of we don't want to just run and take out a whole bunch of our -- what we think is very low-cost, long-term debt. So we're going to have a very balanced approach. But I will also tell you we're not counting on that as an opportunity to save the back half of the year by really getting overly aggressive on an overly heavily weighted repayment strategy.
Operator:
And this concludes our question-and-answer session. Mr. Klinefelter, I'll hand the conference back to you for final remarks or closing comments.
Chris Klinefelter:
Yes, thank you. Well, before we wrap up the call, Gary would like to offer a few thoughts.
Gary M. Rodkin:
Thanks. First, I want to thank everybody for your questions. I think every one of them was fair. I am the first to admit and take accountability for the fact that we had a bad quarter. We're not just hoping things are going to get better. We're taking actions. I want to assure you, as I just said, that we're not burning the furniture. We're going to do it right, and that's why we're going to see most of the impact in the second half. We're in it for the long haul, and we believe very deeply in our strategy. But as we talked about, as responsible stewards of the business, we need to course-correct when the marketplace environment is clearly telling us to. We know that job one is stabilizing our Consumer Foods business by rebuilding the volume. Price value is more important than ever before, and we need to get back our share of quality merchandising and our market share. This environment's requiring us to be more cost-conscious across the whole company so that we can deliver that value. This includes raising the bar and being more selective on where we spend our resources, including our marketing dollars. Number two, we're very confident in our private brand strategy. It's a growth business. We're working hard to get ourselves in position to really drive that growth by leveraging our new operating organization, scale and our CPG capabilities. It's taking some time to rebuild and rewire this organization, but it's coming together well, and we can, as I said before, see a light at end of the tunnel. In the near term, we are delivering on our cost synergies, as you just heard from John. And number three, we've got a strong commercial business led by Lamb Weston. Yes, we did have and do have a short-term bump with a key customer, but this is a big-scale, high-market share, global footprint business that will continue to grow and deliver us strong returns. So net-net, we have our sights on the long-term algorithm and on delivering the committed second half EPS growth for all the reasons that John and I talked about. Thanks for your attention.
Chris Klinefelter:
Thank you, Gary. And just as a reminder, this conference is being recorded and will be archived on the web, as detailed in our news release. And as always, we are available for discussions. Thank you very much for your interest in ConAgra Foods.
Operator:
This concludes today's ConAgra Foods First Quarter Conference Call. Thank you again for attending, and have a good day.