ConAgra Q3 Earnings Conference Call: Full Transcript

Operator:

Good morning and welcome to today's ConAgra Third Quarter Earnings Conference Call. This program is being recorded. My name is Kindas Griffin and I will be your conference facilitator. [Operator Instructions]

At this time, I'd like to introduce your hosts 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: Vice President of Investor Relations. :

Good morning. 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 would 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 a 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: Chief Executive Officer:

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 are pleased with our progress over the past year, we are 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 have 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 reductions.

As we have discussed previously, the sale also provided a sizable 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 are 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 have 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 am 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 brand and Lamb Weston to operate as vibrant pure play companies with enhanced strategic focus and flexibility. I will talk more in a moment about the progress we are 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 the proposed spin and the separation itself. We are 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 gives me confidence that we are 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 a volume decline, we had strong price mix during the quarter. We've been implementing initiatives to improve pricing discipline and trade efficiency while driving renovation and targeted brand investments.

Importantly, as we undertake these actions, we remain relentlessly focused on execution. We are making good progress on all these fronts.

From a top line perspective, 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 our deliberate plan to reduce our reliance on deep discount promotions and given the promoted volume spikes imbedded 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’s 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 will be relentless as we continue these efforts because at the end of the day we want sustainably stronger margins, which requires 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 expanded margins. The cornerstone of this effort is strengthening the brands that generate the best return. By focusing on our strongest brands, we are 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 just not talking about investment, 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 have been investing in brands with clear differentiators and relevant consumer benefits like Marie Callenders, Hunt's, RO*TEL, Reddi-wip, Slim Jim and PAM. I will 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 are 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've heard us discuss previously.

This is a clean label, nothing artificial version of our Cafe Steamers offering and we're continue 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 to vast majority of our volume decline in the third quarter as we reduced our reliance on deep discount promotion and raised our everyday shelf price above $1. But we recognized it will take time to rebuild the buying rate among households that are long accustomed to $1 Banquet, we are 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 are 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 its 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 are 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 simplified ingredient labels. 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 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 byproducts 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 lean ourselves off of our historical over-reliance on deep discount trade deals and rebuild our innovation pipeline supported by more effective marketing, you'll 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 am very encouraged by the work going on in Consumer Foods. Investment creates a virtuous cycle. Over time, stronger brands will lead to 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 $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, Lam 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 American 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 innovation 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 am excited about the path forward. Over to you, John.

John Gehring: Executive Vice President and Chief Financial Officer:

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 was $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 impacts 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’s 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 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 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 reflect some initial benefits from our cost savings programs, partially offset by modest stranded costs 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 arise, as well as selectively invest back into the business to build capabilities that will expand operating margins overtime.

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 nine 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 benefit 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 pre-tax 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 in comparable earnings 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 of 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 discounted 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, 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 repayments 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'd 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 table 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 affecting 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 segment. 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 will offer that 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 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-off.

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 then managing the significant changes in cost structure and portfolio that we believe will drive value creation overtime. 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.

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’ve asked me personally if I am moving to Chicago. 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 career, and a host of other elements that play a part in evaluating major moves.

Along those lines, I am not relocating to Chicago. I will be transitioning out of ConAgra Foods over the next few months, but I will 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. And while 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 be a part in helping advance the company's mission. Looking back on all of it, 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 than 16 years in this capacity.

I'll certainly miss the day to day interaction with great people inside and outside 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.

Question & Answer

Operator:

Thank you. Now if you like to just to an important part of today's call taking your question. [Operator Instructions] And it looks like our first question comes from Andrew Lazar with Barclays.

Andrew Lazar: Barclays:

Chris, I want to wish you all the best moving forward and thank you for your help over the years. Two questions for from me. I think first Sean, at Hillshire, you had focused much of your efforts really raising what you would call the central line of profitability of the business. As input cost moves, can play with margins in any given period of time. And we certainly know the deflation among other things is helping sort of the industry right now. But I guess most important where do you see the central line consumer margin now given your reported consumer margin this quarter is really as high as I think I have seen it and I guess how high can that move going forward? And then I've just a got quick follow up.

Sean Connolly:

Well, 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 benefit of increased discipline across the margin expansion leverage that we talked about earlier, things like pricing, trade, productivity, mix, stronger brands. We do expect the central line of our profitability to go north overtime. We also expect that the standard deviation around that central line will decrease overtime. And you are absolutely right, in any given quarter margins could be impacted by short-term inflation or deflation and what I would say as you won't see us get overly exercised by that because we'll 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 opportunity and that's what we're 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 '16 as necessarily the right or an appropriate base for thinking about '17 earnings and you mentioned a numbers of things that could well impact things. I guess I am trying to get a little bit more color on that and is it -- this kind of a sense of sort of taking 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 the one of the items you did not mention as a possible impact also would be maybe portfolio here and there. So I am just trying to get a sense, I guess, I have a sense of what your comment was trying to imply, but I want to get a little more color on that if I could.

John Gehring:

Yes, so 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 finished 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 investment targets, let me come back to that. I would say on the portfolio again, as you know, 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'll share those impacts certainly if and when they 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 brands. I think it's really about, how do we do that with discipline and as we finished our plans, those numbers could go up or they could stay flat or they could come down a little bit, but I maybe turn it over to Tom just to reiterate kind of what our philosophy is around how we're going to invest behind these brands in a disciplined 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're 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 will be after our 10 filings et cetera. We also are going through our typical annual operating plan process, so we are evaluating where we want to invest, the magnitude of those investments, all of that is work in process and the numbers will continue to get locked 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 have anything to add to that?

Tom McGough:

Sure. I think just principally, we believe in investing in brands, but doing in a very disciplined way with a strong ROI mentality. We've talked about segmenting our portfolio so that we're investing behind the best opportunities and it's 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, if you 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 focus group of brands like Marie Callender, Hunt’s, Slim Jim and Reddi-wip. You see that we're growing sales and share and they are contributing to our overall improvement of our portfolio margin. So our intent is to continue to invest to grow, to renovation and increased marketing overtime. That's our approach and our results in this quarter are an indication of that.

Operator:

Thank you. We will move now to David Driscoll with Citi.

David Driscoll: Citi:

Great. Thank you and good morning. I'd like to say thanks to Chris Klinefelter. Chris has been fantastic, he’s been terrific, best wishes in all your future endeavors. Wanted to ask a question about the implied fourth quarter guidance. This $0.50 number consensus is out there like $0.57; you gave some factors in terms of kind of may be why it’s weaker, but it looks like to go a little deeper here, I mean the third quarter margins, they are pretty terrific. If these margins carried forward into the fourth quarter, 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 Food 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 thorough both net deflation and then all the other leverage that you’re 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 are 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 are 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 the mechanical issues, in particular the 53rd week, some FX, some higher incentives and then we are going to continue to have some higher marketing investments. So that's kind of how we see it right now and again, I don't think we see any significant break in the trend on the Lamb Weston business either.

David Driscoll:

And just to follow John, can you quantify the effect of this inflationary environment and 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:

Let me just share a few numbers, I haven't converted them all the sense 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 a $20 million hit we look last third quarter because of the derivative matter that you all may recall. So I think those are kind of the drivers of the calls, if you will, so that’s why it gets in that range.

Operator:

Next we have JP Morgan's Ken Goldman.

Ken Goldman: JP Morgan:

I am 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. So I guess what you guidance is, I guess my question is you haven't provided EPS guidance for the year, but I think it's really important to get -- or yearly guidance rather, I thinks it's really important to get a sense what you are 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 are probably not way off.

David Driscoll:

Okay.

John Gehring:

Again, I think we feel good about what we've said here and how we look at the fourth quarter and there are some significant matters we've got to deal with after we look at how we think the businesses are going to continue to perform pretty well.

David Driscoll:

Okay. And then shifting subject, Sean I am sure all my peers have done this as well. We all have been talking to investors about the spin-off 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 with the right people and of course I don't know if there is actually any buyers out there. So maybe this is a move question, but to what degree I am 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 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 is an interested party and our conclusion as a management team and a Board having looked at our option is that the spin is clearly the best way to maximize value and that's our goal. All of this has been considered.

Operator:

And we'll move now to Matthew Grainger with Morgan Stanley.

Matt Grainger: Morgan Stanley:

Hi, good morning everyone and Chris, best of luck to you as well. So I guess one follow up is 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. Can 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 you're 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 are 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 businesses, it’s performed great this year and we expect that to continue going forward.

Matt Grainger:

Okay. Great. Thanks Tom. And 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 takeaway data 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, clearly a good part of what you're seeing is really what's embedded in the base. 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 the year ago period and choosing not to do at this year, as well as the fact that you've got some base line, 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 show that bounce back. So, I think, look, growth has been elusive in our industry, it's why we are so focused on innovation, it is why we are so focused on margin expansion and efficiency and we absolutely plan on expanding margins going into 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 Lehman: RBC Capital Markets:

Hi, good morning. Kevin Lehman here for Dave Palmer. Quick question on Commercial Foods and perhaps building on Ken's question a bit, but perhaps from a higher level. Can you expand on the strategic rationale behind spinning off Lamb Weston? In the case of private label, you could argue that business can be viewed as a distraction to core US retail, but many other food peers have foodservice division. So, how would you say ConAgra differs from others in that regard? Thank you.

Sean Connolly:

I'll take that. We have a traditional foodservice division that we'll retain as part of ConAgra brands, which is really a kin to what you reference 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 foodservice packages of this stuff that we sell in the retail channels trait. 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 foodservice business, which is really what you describe as being embedded in our peer set.

Operator:

We will now hear from Jonathan Feeney with Athlos Research.

Jonathan Feeney: Athlos Research:

Good morning.

Sean Connolly:

Hi, Jonathan.

Jonathan Feeney:

Sean, I want to dig into -- I am doing great. I wanted to dig into the reception at retail and at retailers and versus your expectations with consumers to this pricing up strategy, I know a lot of center store, packaged food companies are pursuing this pricing up strategy, particularly you mentioned the Banquet brand, an important brand to a lot of consumers seeking value. Are retailers, I get the trends and the profits are coming through great, but is there a risk or are you getting pushed back from retailers maybe loosing space, loosing attention to the category, anything like that particularly at a time when costs broadly are deflationary and maybe things around the parameter of the store are they are not going up and price 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 am really glad to answer this question because I think it’s important to be mystified what we are doing and what we are not doing with respect to average pricing. And keep in mind, average pricing is a function of shelf price or a 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've talked about within trade, sometimes what I read is it sounds as if that's coming across as if it’s just a cut, as if we are ripping trade out. That nothing could be farther from the truth, we spend a lot of money on trade. We have identified $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 are a interested as we are because it helps drive quality sales, it helps drive margin et cetera. So, and then separately, I'd say our customers also value quality volume as much as we do. They understand that inefficiencies 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 pay off 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 what 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 are likely to have a mix of all three of these things, but the ratios could change within each quarter. So that is the strategy that we're pursuing, our customers are aligned with us on it, they are supportive of it, they believe as we believe, it’s ultimately going to lead to better sales, better profit, and a higher quality volume base.

Operator:

Next we have Bryan Spillane with Bank of America.

Bryan Spillane: Bank of America:

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 said there was $30 million of productivity in the quarter; was that gross or net productivity?

John Gehring:

We measure it 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 potentially do other things with. So I guess I am trying to say is the way we should thinking about the value creation potential more than just one step with Lamb Weston, but may be the potential to use that asset to do other things.

Sean Connolly:

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 make sense for the long term value creation potential of the company.

Operator:

And our next question comes from Jefferies’ Akshay Jagdale.

Analyst:

Good morning. This is Luis filling in for Akshay. I am wondering could you give us a sense of how much cost saving initiatives contributed to the margin expansion that we had in Consumer Foods this quarter?

John Gehring:

Yes. We're not going to provide specific numbers. I would say we had some modest early delivery from our cost savings programs. I would also say a chunk of that was offset by some modest stranded cost that came back into this consumer business. so I think net-net that wasn't a huge driver of the margin expansion, it was more in the gross margin line.

Sean Connolly:

As we've said before the bulk of the savings we're going to generate through our program hits in '17 and '18, one of the reasons why we don't want to start building in models necessarily right now is we are 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 thing 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: Goldman Sachs:

Hey, good morning folks. Thank you for opportunity to ask question and let me echo the sentiment from others. Chris, it’s been great working with you, good luck for the next venture. I thought John 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 one of shelf gain to optimize efficiency and I guess my question is why. You are squeezing SG&A, your trying to squeeze COGS productivity and here is roughly a $2 billion expense line in your P&L. Why does that need to be shelf gain, why can't you shrink it?

John Gehring:

Jason, I think you might have called in with different call. I don't remember mentioning anything to shelf gain. 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 we redeploy that funding to continue to support our brands and our categories in ways that are better for our overall volume trends and overall margin. So there is waste there. We are going to be as aggressive as anybody in the industry in terms of getting after that waste and we will be open minded with when we identify waste, where it goes. If we've got a higher ROI way of redeploying it, we will redeploy it. If we don't have a high ROI way of redeploying it, we will drop it right to the bottom line. We will be very pragmatic around what to do in little of waste based on what maximizes value.

Operator:

And next we have Eric Katzman with Deutsche Bank.

Eric Katzman: Deutsche Bank:

Thank you. Good morning, Chris best of luck. I guess Sean, I wanted to ask a little bit more about Banquet and it's what seems like a really big impact for the brand on the consolidated. I mean, if it's 90% of the volume hit, the elasticity by going over a 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, do you -- 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 getting to consumer to recognize that because it just seem like a very big drop on one brand. Thank you.

Sean Connolly:

Yes Eric, a great question and it's important that we demystify that. I think Banquet is quite a bit different from our other brands and I am going to have Tom kind to share some of our detailed thinking on this business. But the impact you see in Banquet is again you come back to the notion that there are two things we're dealing with here; one is shelf price which is kind of base line 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're 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 a 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 unprofitable volume, but you're going to see it show up on the promoted volume 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 result. But again, that was entirely planned. We knew what we would 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. Thom did I miss anything there?

Tom Werner:

No Sean, I think that really nails it.

Operator:

Thank you. Our next question comes from Rob Dickerson with Consumer Edge Research.

Rob Dickerson: Consumer Edge Research:

Thank you very much. Just a follow up question for all the questions that have been asked now on the trade spin opportunity, very simplistically, Sean, I am just curious you mentioned the red circle, right, you draw red circle around areas where think you can gain the efficiency even you can redeploy back for higher ROI on those given brands. Over the past, I don’t know, let’s say, 3 or 4 months as you have done this especially on Banquet, do you think there is realistically more upside to the $100 million that you’ve given us and therefore there are more red circles or more of an opportunity to drop some of that to the bottom line. Thanks.

Sean Connolly:

Yes. I'll interpret that along the lines of the question I've received sometimes before, which is in total is there more than 300 into our overall cost efficiency program, 200 SG&A, 100 in trade and I think my answer before which will remain intact today is we are always 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 just helps us culturally to 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 events 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 out, 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 and we are going to continue to work it. So if there is more there, we'll get it, we are 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: Credit Suisse:

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 productive will continue and then that's going to be offset by some dis-synergies. 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 then maybe I am supposed to wait until the Analyst Day for all of that, but is there a way to kind of put it in like a big picture kind of format?

Sean Connolly:

Rob, we are 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're heading 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 look forward to kind of going through the each of the businesses in detail and given 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 reminder, we didn't deploy the proceeds from private brands until fairly late in the year and then also the debt we're taking out is fairly low interest rate debt. So that's the 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've just repaid, but what we don't know right now is the capital allocation around some of these other transactions that are still in progress. So it’s just not possible for me at this point or it’s thoughtful for me to say here is what the other interest rate impacts of some of that capital deployments going to be, certainly I would think those net-net would be favorable to interest expense next year, but we just can’t buy at this point.

Operator:

Thank you. Next we have Chris Growe with Stifel Nicolaus

Chris Growe: Stifel Nicolaus:

Hi, good morning. Chris, best wishes to you as well, I will add my echo to earlier thoughts 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 benefiting from the absence of private brands. Can you talk about whether that was more consumer-driven or commercial-driven? I know consumer has the number of things that are benefiting the gross margin, was that the majority of the upside there? And then the second question is just around you had some very weak IRI Nielsen Data and it was a question asked earlier. I guess I'm trying to understand when I even look at some categories that I regard as sort of focused categories for ConAgra, we are seeing the rates have declined in those categories, accelerate and is that a matter of increased spending or maybe getting -- taking some of the trade promotion savings and the reinvestment back in the business. Just trying to understand what you can do even behind the focused categories, those you may focus on the future to really kind of reignite revenue growth there?

John Gehring:

Let me start on a gross margin side. We don't talk a lot of about gross margin details. I would tell you directionally that both segments had strong gross margin increases. There was proportionately more and consumer than you get in the commercial businesses, 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 lot of noise on our numbers. What it was, was it deliberate choice not to repeat some low ROI events from the previous year and what it wasn't was the fundamental weakness in the foundation of the base non-promoted volume. Obviously, we have taken price on Banquet as Sean said, that 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're going to a period not just ourselves in terms of looking at great 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 in what we're driving against is selling more off the shelf and relying 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 is being driven by changes in customer strategies as well.

Operator:

Thank you. Our next question comes from Alexia Howard with Bernstein.

Elyn Rodriguez: Bernstein:

Hey guys good morning, this is Elyn Rodriguez on for Alexia . So, how worried are you about the impact an introducing voluntary GMO labeling at a national level when the GMA spend millions of dollar in recent years still why this happening. Thanks so much.

Sean Connolly:

Obviously our position when it comes to GMO labeling as we need to federal standard, anything else makes no sense. 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 federal preemption. And there is law in Vermont and we've got to do what's necessary to make sure that we are in compliance. For us to carve out separate inventories and I think we can control what goes in Vermont is not pragmatic, it’s not really doable at least with any reasonable cost. So we're in a position where what we got to do, we go got to do. And hopefully where we are right now, it's 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 what we care most about that there is no consumer confusion, there is no unnecessary increase in cost of the foods that are consumers are buying, things like that.

Operator:

And we'll hear now from Todd Duvick with Wells Fargo.

Todd Duvick: Wells Fargo:

Good morning, thanks for question. Just a quick question on the balance sheet. You've definite been busy and you talked 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 we should we expect any incremental debt reduction as a function in Lamb Weston spin?

John Gehring:

Yes, so, again, some of those gets into kind of capital allocation plans, we have to finalize. So I don't want to get specific on exactly what will be on the July maturities. I think if you can kind of zoom out a little bit, I think there is a couple of guideposts that I would point to. One is we continue to be committed to investment grade credit rating on the ConAgra brand business. Certainly what that implies is as we spin out pieces of the business or otherwise change the portfolio, what 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 piece of the business out and sell off EBITDA or spin them off, that will have some additional debt reduction, but more details to come on that going forward.

Todd Duvick:

Okay, thank you.

Operator:

And this conclude 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 a 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.