康尼格拉食品 (CAG) 2012 Q3 法說會逐字稿

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 will be your conference facilitator.

All audience lines are currently in a listen-only mode.

However, 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.

Good morning.

Welcome to the call and thanks for joining us.

I'm Gary Rodkin and I'm here with John Gehring our CFO; and Chris Klinefelter our VP of Investor Relations.

This morning we'll talk about our fiscal third-quarter performance and share our thoughts on the balance of the fiscal year.

Then we'll open up the call for your questions.

At that point, Andre Hawaux, President of Consumer Foods, and Paul Maass, President of Commercial Foods will join us.

Before we get started, Chris will say a few words about housekeeping matters.

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 would like to learn more about the risks and factors that could influence and affect our business, 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.

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 under the financial reports and filings link and then choosing non-GAAP reconciliations.

Now I'll turn it back over to Gary.

Thanks, Chris.

As you can see from the release, EPS from Continuing Operations was $0.65 as reported, and $0.51 on a comparable basis.

Comparable EPS was up just slightly from last year.

For the full fiscal year, we're committed to our goal of low to mid single-digit growth over the last year's comparable EPS.

Our improved capabilities have helped us deal with this very challenging environment.

I'm specifically talking about our pricing progress in both segments and our continued success generating strong Consumer Foods cost savings.

Macroeconomic conditions continue to be difficult and that weighed on our third-quarter results.

As you've seen across the industry, retail volumes are soft and inflation for Consumer Foods during the quarter was the highest we've seen all year at 11%.

While inflation for some commodities has eased, other areas like proteins, packaging and fuel have continued to rise dramatically.

As we've shared previously, shoppers continue to be very value-oriented and price-sensitive.

So while the headwinds have been intense, our focus on the fundamentals has remained strong and our fiscal 2012 goals remain intact.

Now I'll move on to specific segment results.

Top line for the Commercial Foods segment increased 14%.

That reflects pricing needed to deal with inflation and the pass-through of higher wheat costs, along with good potato volumes.

Segment profits were essentially equal to year-ago amounts on a comparable basis.

But that overall flat profit number does not reflect what we feel is important.

This is a very strong growth for Lamb Weston being offset by meaningful decline at ConAgra Mills.

Lamb Weston is making great progress capitalizing on global growth opportunities.

Lamb had a standout quarter.

They've successfully priced to offset inflation and have improved plant efficiencies while pursuing growth.

We expect more good things to come from Lamb Weston for all the reasons we shared with you at CAGNY.

It's a great business with great prospects and we're particularly excited about our growing international presence, as well as mix improvement opportunities with higher margin products such as sweet potato fries.

More than 25% of Lamb Weston's Commercial reach, and I'm including unconsolidated, joint ventures in this statement, is international.

We're in nearly 100 countries and we're the market leader in many of them.

We're growing at a double-digit pace internationally, following the expansion of well-known food service customers around the world.

Within our milling operations, the first thing I'll note is that year-ago profits were very strong, very much above what we would call normal, so we had a tough lap this quarter.

On top of that, volatility in the grain market did not give us the same profit opportunities we've had in the recent past.

On a positive note, things are already improving for our milling operations given market conditions, and this bodes well for a better fiscal fourth quarter from this segment.

Aside from any short-term issues, we continue to have an outstanding customer base, good Milling assets and leading positions in growth segments like whole grains and ready-to-eat flour.

So, we continue to feel very good about the long-term prospects for our milling operations.

Moving on to our Consumer Foods segment.

As I mentioned, we saw sales increase 4% overall, reflecting a 5% contribution from favorable price mix, a 5% organic volume decline, and a 4% contribution from recent acquisitions.

We continued with our net realized pricing actions during the quarter, just as we said we would.

These were necessary to address the very high, ongoing commodity inflation we faced; and we knew there would be some impact on volumes.

We continue to face a very challenging marketplace, particularly for our core consumer, who is spending more cautiously, given food and fuel inflation, unemployment and housing pressures.

We'll navigate this environment with balanced pricing, smart marketing and cost saving initiatives that allow us to continue to deliver tremendous value to consumers in these economic times.

At the same time, we'll hope recent signs of a modest job recovery continue and gasoline prices recede.

Within those sales results, there were several brands with good performance such as Chef Boyardee, Marie Callender's, Orville Redenbacher's, Peter Pan and Slim Jim to name a few.

During the fiscal third quarter, operating profit for Consumer Foods was 20% above last year's third quarter as reported.

After we adjust for items impacting comparability, segment profits were down 6% due to very high input cost inflation, which more than offset the benefit from pricing, cost savings and recent acquisitions.

You heard us say last quarter that we were facing our toughest inflation headwinds of the whole year in our fiscal third quarter.

That's exactly how it played out at 11%.

Given the circumstances, our team navigated the conditions by focusing on costs and prudent pricing actions in the midst of a turbulent environment.

We expect the rate of input cost inflation to moderate in our upcoming Q4, which is a big part of why we expect modest profit growth in the Consumer Foods segment for that quarter.

When we look forward, we're confident in our top line growth prospects for all the reasons we told you about at CAGNY.

Expanding into core adjacencies, growing our international footprint and capitalizing on the right, private label opportunities are all key parts of our growth plans.

High impact innovation also plays a big role in all aspects of our growth.

To that point, I know you heard about, and hopefully many of you tried, some of our new products at CAGNY.

Just a few weeks ago, two of our newer products won the 2012 Product of the Year USA Awards.

These are voted on by a panel of more than 50,000 consumers and Healthy Choice, Top Chef Inspired Cafe Steamers and Orville Redenbacher's Pop-Up Bowl were named 2012 Product of the Year in their respective categories, frozen and snacking.

We're obviously very pleased with that consumer response.

We continue to be very excited about our innovation pipeline.

The items we shared last month at CAGNY like our Healthy Choice Greek Frozen Yogurt, our Marie Callender's Single Serve Desserts, our Marie Callender's Breakfast Bakes and Healthy Choice Dinner Bakes are all frozen category growth drivers.

As you saw, snacking innovations continue to be important for us.

For example, we just launched Orville Redenbacher's new Ready-to Eat Popcorn, which aims to take advantage of double-digit growth in this important category.

That product joins a growing array of new snacking items that we expect to help grow our core business.

One of our latest is the new Slim Jim Steakhouse line of meat snacks which we developed for a growth target for Slim Jim males aged 18 to 29.

Slim Jim had a strong quarter overall with dollar and volume growth, and we expect the Slim Jim Kickin' Carne Asada and Smokin' Mesquite Tender Steak Strips to help deliver growth to the snacks category this year.

Of course, we're accelerating our expansion into private label snacking with the pretzel Company we recently bought and a strong innovation pipeline.

Further demonstrating our commitment to growth is our recent acquisition of Del Monte Canada.

We're excited about the growth prospects in adjacent, fruit snack categories and that this business brings to us.

We're also pleased that we now own the market leading brand of canned tomatoes in Canada, the Aylmer brand, a category we know very well given our success with Hunt's and Rotel brands.

We have put some financial details on the acquisition in today's press release.

In closing, we expect to reach our fiscal 2012 goals by posting modest growth in the fiscal fourth quarter.

There's no question that difficult industry conditions are weighing on our near-term outlook, but all in all, we expect the fourth quarter to show a modest rate of EPS growth for a handful of reasons.

One, momentum with potato products in the Commercial Foods segment.

Two, an anticipated slowdown in the rate of inflation in the Consumer Foods segment.

Three, the overall nature of the quarterly comparison given last year's fourth quarter.

We'll offer our thoughts on fiscal 2013 when we do our fourth-quarter release in late June.

Before I turn it over to John, I'm pleased to tell you we were named to the Dow Jones US Dividend 100 Index this month.

This recognizes our sound fundamentals and our strong performance in an important part of our capital allocation process, dividends.

We remain committed to our top tier dividend, as you've heard us say many times.

We're very pleased that we've been recognized by being included in this list.

For more on financials, here's John.

Thank you, Gary.

Good morning, everyone.

I'm going to cover four topics this morning.

I'll begin with our third-quarter performance.

Next I'll address comparability matters.

Then, on to cash flow, capital and balance sheet items, including our recent M&A activity.

Finally I'll share some brief comments on our outlook for the balance of fiscal 2012.

Starting with our third-quarter performance, for the quarter we reported net sales of $3.4 billion, up 7%, driven by the acquisitions in our Consumer Foods segment, improved pricing across both segments, volume growth in our Lamb Weston business as well as the impact of higher wheat prices in our flour milling operations.

We reported fully-diluted earnings per share from Continuing Operations of $0.65, versus $0.52 in the year-ago period.

Adjusting for items impacting comparability, fully-diluted earnings per share from Continuing Operations were $0.51 versus $0.50 in the prior-year quarter.

While we're satisfied with the results, we continue to battle challenging conditions in our Consumer Foods segment.

Our Commercial Foods segment, however, driven by strong performance in our Lamb Weston business, is on track for a strong year.

Now I'd like to provide a few details on our Business segment performance.

First, in our Commercial Foods segment, net sales were $1.2 billion or up 14%, reflecting improved volume and mix as well as disciplined pricing in our Lamb Weston potato operations, where we increased prices to offset higher input costs.

The pass-through of higher wheat costs in our flour milling operations also contributed to this top line growth.

Overall, segment operating profit on a comparable basis was about flat.

Lamb Weston posted a significant year-over-year profit increase, driven by the volume mix and pricing improvements, as well as improved operational efficiencies.

The Lamb Weston performance was, however, offset by a significant profit decline in ConAgra Mills, which is a function of both a strong performance in the prior-year quarter and less favorable market conditions in our third quarter this year.

While the results for this segment were mixed this quarter, we do expect this segment to perform well over the balance of the fiscal year.

In our Consumer Foods segment, net sales were $2.2 billion, up 4%.

The contribution from recent acquisitions was about 4%, and the net sales also reflect contribution from price mix of about 5%, offset by an organic volume decline of about 5%.

As we had expected, the third quarter was our most challenging quarter for inflation.

Inflation for the quarter was about 11%, driven in large part by proteins, packaging and fuel.

We were able to partially offset this inflation with pricing mix of about 5%, and continued strong cost savings.

We do expect to see year-over-year operating profit improvement in this segment in the fourth quarter, as our continued pricing and cost savings benefits are expected to more than offset more moderate, inflation levels.

Our Consumer Foods supply chain cost reduction programs continue to yield good results and delivered cost savings of approximately $65 million in the quarter.

We expect these programs to deliver approximately $270 million of cost savings for the full fiscal year.

On marketing, Consumer Foods advertising and promotion expense for the quarter was $83 million, essentially flat with the prior-year quarter.

For the full fiscal year, we expect A&P to be slightly below the prior year.

For the quarter, foreign exchange had an immaterial impact on Consumer Foods' net sales and operating profit.

Overall, operating profit on a comparable basis for the Consumer Foods segment decreased approximately 6% from the year-ago period.

Corporate expenses for the quarter were $75 million on a comparable basis, versus $72 million in the year-ago quarter.

The tax rate for the quarter was approximately 28%.

This is lower than planned, largely due to the gain from the acquisition of a majority interest in Agro Tech Foods, Limited.

This gain, which is included in our comparability items, is not taxable.

We continue to expect that the full fiscal year tax rate will be approximately 34%, excluding items impacting comparability.

Now I'll move on to my second topic.

Items impacting comparability.

Overall, we have $0.14 per diluted share of net benefit in this quarter's EPS related to several items.

First, we recognized income of $0.14 per diluted share from a $59 million gain in connection with our acquisition of a majority interest in Agro Tech Foods, Limited, our India affiliate.

This non-cash gain is not taxable and arises out of the GAAP requirements to write up to fair value our previous equity method investment upon acquiring a controlling interest.

Next, on hedging.

For the third quarter the net hedging gain included in corporate expense was $22 million or $0.03 per share.

Third, we recorded $8 million or $0.01 per share of restructuring and other one-time charges related to our cost reduction and organizational efficiency initiatives, principally in our Consumer Foods segment.

These initiatives are designed to improve organizational effectiveness and reduce costs.

Finally, we recorded approximately $12 million or $0.03 per share of expense related to reserve adjustments for legal and insurance matters, which relate to prior years.

Next I'll cover my third topic, cash flow, capital, and balance sheet items for the quarter.

First, we ended the quarter in a strong cash position with over $600 million of cash on hand, and no outstanding commercial paper borrowings.

Also, we are still on track to deliver strong operating cash flows for fiscal 2012.

We continue to expect operating cash flows for the year to be approximately $1.3 billion, excluding the impact of any discretionary pension contributions.

On working capital, we continue to make progress against our working capital initiatives.

For the full fiscal year we expect working capital improvements in our base business.

We expect these will contribute to cash flows from operating activities as we continue to improve our cash conversion cycle metrics.

On capital expenditures, for the quarter we had capital expenditures of $79 million, versus $136 million in the prior-year period.

For the full fiscal year we now expect CapEx to be approximately $400 million, which is down from our previous estimate of about $450 million.

Net interest expense was $50 million in the third quarter, versus $52 million in the year-ago quarter.

Dividends for the quarter decreased slightly from the year-ago quarter to $99 million, reflecting the increased dividend rate offset by a lower number of shares.

Now, let's turn to capital allocation and I have several matters to touch on today.

Let's start with growth.

We have said that growth is a priority and we are focused on strategic adjacencies, international and private label.

We have recently completed several transactions that are consistent with our growth strategy.

During the quarter we completed two transactions.

First as I previously mentioned, we completed a transaction that provides us with the majority ownership of Agro Tech Foods, Limited, our India affiliate.

This majority ownership will enable us to further leverage this strategic platform for growth in an important, emerging market.

The consolidation of this business is reflected in our financial statements beginning in this, our fiscal third quarter.

Second, we closed on the acquisition of National Pretzel, the leading private label pretzel provider.

This acquisition fits well with our private label strategy and with the extensive snack capabilities we already have.

The acquisition and operations of this business are also reflected in our financial statements beginning in our third quarter.

Subsequent to the end of the quarter, we also closed on our acquisition of Del Monte Canada for a purchase price of approximately $185 million.

Annual sales for Del Monte Canada have been approximately $150 million.

This acquisition fits well with our existing capabilities and expands our portfolio and presence in the Canadian market in a meaningful way.

We don't expect any significant EPS impact on Del Monte Canada for the remainder of fiscal 2012.

I would also note that we were able to fund all of these transactions out of cash on-hand.

We will continue to pursue acquisition opportunities where there is a strategic fit and a good financial return.

We are confident that we can further leverage our capabilities and our balance sheet to create value by investing for growth in a disciplined manner.

We also remain focused on organic growth and profit enhancement investments, including new product introductions and capacity expansions as well as investments necessary to support our strong, cost savings initiatives.

The other elements of our capital allocation policy also remain unchanged.

Given our track record of consistent cash flow generation, we believe that we can continue to have a very balanced approach to capital allocation over the long term.

This approach starts with our commitment to an investment grade credit rating, but also recognizes the importance of maintaining our strong dividend and executing share repurchases from time to time.

With respect to our dividend, as Gary mentioned, this month we have been added to the Dow Jones US Dividend 100 Index and we see this as validation of our commitment to and our track record of consistently providing a strong dividend return to our shareholders.

On share repurchases, we did repurchase a small amount of shares in the third quarter and we currently have approximately $775 million of available share repurchase authorization.

Before I close, I would like to comment briefly on our 2012 outlook.

As Gary mentioned, we continue to expect fiscal 2012 diluted earnings per share, adjusted for items impacting comparability, to grow at a rate in the low to mid single-digits from our 2011 comparable base of $1.75 per share.

To achieve our full-year guidance, we expect modest comparable EPS growth in the fourth quarter resulting from strong momentum in potato products and moderating inflation.

Therefore improved year-over-year profitability in our Consumer Foods segment.

Overall, the environment, especially related to our Consumer Foods segment, remains challenging, but we continue to have confidence that we can leverage our pricing and cost savings initiatives as well as our innovation and marketing capabilities across both our Consumer Foods and Commercial Foods segments, to position our Company for long-term success.

That concludes our formal remarks.

Thank you for your interest in ConAgra Foods.

Gary and I, along with Andre Hawaux and Paul Maass will be happy to take your questions.

I will now turn it back over to the operator for the Q&A session.

Operator?

Thank you.

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) Looks like our first question comes from Andrew Lazar with Barclays Capital.

Good morning, everyone.

Just two quick ones from me.

First, I think you'd mentioned that advertising spending in the quarter was roughly flattish.

I think last quarter you had mentioned that the third quarter might be a bit heavier ramp in advertising and that's why you expected sort of better earnings growth in the fourth quarter.

I'm just trying to get a sense of what might have changed there.

And then just secondly you talk about Consumer Foods getting back to some EBIT growth in the fourth quarter, primarily as inflation starts to moderate a bit.

Just want to get a sense of if there's any additional visibility around the top line on the volume side.

I've not heard a bunch of other companies talk yet about a real positive inflection.

But I want to get a better sense from you on how you see volume playing out perhaps in the fourth quarter.

Yes, Andrew, I think you're pretty much on target.

We're in line with what you're hearing.

We certainly don't expect where we are in volume to be our long-term norm, but the near-term environment across the industry is certainly continuing to be difficult; and it's primarily because consumers, other than maybe those in the top quintile of income, are still struggling and having to adjust to higher, everyday costs like food and fuel.

We're working our way through this with a real intense focus on cost, productivity, overhead control, but we're equally focused on growth through innovation, marketing, enhanced customer planning and acquisitions, but the near-term environment continues to be tough.

Eventually, this tough cost and consumer environment is going to get better and our core portfolio will benefit from that; and we're looking ahead of course to gradually lapping all the net pricing actions that were necessitated by this high, high inflation.

So we think near term we're still in a tough environment.

Longer term, we feel good.

And then just on the marketing side?

Yes, Andrew, this is Andre.

We moved -- your points are dead accurate in terms of what we talked about in Q2.

We did see, based on some of the factors that Gary mentioned, the need to move some of our marketing out of Q3 into Q4, to better line up with some of the things that you saw at CAGNY that we were starting to put in the marketplace.

So a lot of that was just movement from quarter to quarter that we saw that was necessitated by some of the things that Gary articulated, but also to line up with some of the product movement and shipment of our new items.

Great.

Thanks, everyone.

We'll move next to Citi with David Driscoll.

Great.

Thanks a lot.

Good morning, everybody.

Wanted to go, Gary, back to kind of the high level question here on Consumer Foods.

Andre, you might want to chime in as well.

But you've often talked about the value-oriented nature of the portfolio.

The weakness on volumes right now, sure, I very much understand the inflation point, but I keep thinking that the nature of your portfolio should be performing, in my mind, better than it is or at least than what I expected it to do given this very strong, value orientation of it.

Can you connect a few dots for me and maybe explain if the weakened consumer, why aren't they coming to this portfolio?

Your channel mix, is there a problem there where you're just not penetrating to the level that you need to in some of these low cost, alternate channels?

How should we think about it?

And just maybe let me stop there and I'll follow up.

Yes, this has always been a tough, tough question; and it's really all about the disproportionate impact that this tough environment, whether it's jobs, housing, inflation of everyday goods, is having on our core consumer, which is the bulk of the population, call it the middle and lower income folks who buy those value products.

They are the ones who are hurting the most and it's not getting a whole lot better for them yet.

So we're still going through a period of adjustment that hopefully we're going to be able to lap all of this pricing, as I said before, and eventually as jobs and housing and fuel get a little bit better, our core portfolio should perform better.

David, just to your point, me chiming in, I would say that one of the things we talked about at the end of our second-quarter earnings call was the fact that we would be taking pricing on that value portfolio as well; and I would say that while for many of us that maybe moving from $0.88 Banquet meals to $1 is not a lot.

To that consumer, that is a significant increase and that's what we saw in a lot of our value brands.

They also are susceptible to inflation and we had to take pricing.

So we knew it would be a disproportionate, short-term issue and we talked about that.

And we believe, to Gary's point, that that gets significantly better as we start to move and lap that.

But that was what one of the biggest effects was on our value portfolio.

That's really helpful.

Just one fast follow-up here on the P&L.

Corporate expense for the quarter, is that an appropriate run rate?

It came in a lot lower than we thought.

Is that the right run rate that we should be at?

I know you guys struggle with this question as much as we do, but any insights?

And on the joint venture line, nice improvement there.

You wrote some commentary in there about a turnaround in that business.

How do you think about $13 million a quarter going forward?

David, this is Chris.

I'll start and say that as far as corporate, you're right, the best thing we can do there is just to guide you that for a full-year basis, we generally look at something in the mid-3s as a normalized run rate.

In terms of the equity method earnings, we are definitely seeing a turnaround improvement in the potato joint venture that we cited in the release.

As far as giving a hard number by quarter, I'm a little reluctant to do that, but it's definitely safe to assume that the trends are moving in the right direction.

Are today's numbers much more reflective of what it should be doing, give or take, than prior numbers?

That's fair.

And in some of the years where it was toward the top of its range, this would be the rate that it showed, right.

Appreciate the comments.

Thanks, everybody.

We'll move now to Jonathan Feeney with Janney Capital Markets.

Thanks very much, guys.

My first question is, you're reporting a quarter that included December, which was weak both in the measured basis and across, on a shipment basis, for the entire industry, it seems.

Was there a market difference in your shipment linearity between December and, say, February exiting the quarter?

Did we see improvement over the course of the quarter?

Just in Consumer Foods, is what I'm curious about.

Jonathan, this is Andre.

We did not see a significant change from when we entered the quarter relative to both consumption and units and in dollars, and when we exited.

I think the comments that Gary made about a challenging consumer environment, the fact that our pricing was about 5%, no, we did not see any significant change either in consumption.

I would say that the other piece would be that our non-measured channels and the businesses there are performing slightly better than our grocery or syndicated channel business.

But again, we didn't see any significant trends both entering the quarter and exiting the quarter that would be material in our view.

Okay.

Thanks.

So just following up, then, thinking about, we came into this year talking about low to mid single-digit earnings and now I guess we're kind of talking about modest, new language about it.

Do we feel like, when you look at how we're feeling about Q4 versus where we were, is it really like 1% or 2% now at this point we're looking for?

I know low to mid single-digit gives you a wide range and you certainly could reaffirm, but I guess when I hear the word modest, that's new, Gary, I think, it sounds to me like that's sort of maybe a little bit more conservative than it's been in the past.

Is that a fair comment?

Jonathan, this is Chris.

I'll start and say that we're pretty clear in the release that we have downwardly revised our outlook for Q4.

We do expect growth.

The modest that you're describing has to do with our outlook for Q4.

What we're generally meaning there is something in the single-digit range.

And that would result in a year's contribution that puts us in the range that we've talked about.

Okay.

Great.

Thank you.

Modesty is something I'm good at.

Thank you very much.

We'll take a question now from David Palmer with UBS.

Hi, guys, good morning.

Just following up on that.

I was thinking that that word modest was particularly modest given the fact that the 2% to 3% EPS growth for the year would seem to imply something closer to double-digit in the fourth quarter.

But you're not seeing it that way?

Yes.

That modest in the fourth quarter gets you to low, single digit for the year?

This is Chris.

Yes, I think you're thinking the right way on that, Dave.

Right way meaning that pushing double digit would be what you would need to get to a 2% to 3% for the year?

That's right.

However, what we're telling you is that we do expect a modest EPS growth in the fourth quarter.

That would put us at a low, single digit for the year, which is within the range of what we've talked about.

Got it.

Okay.

The Milling business, could you educate us a little bit about what happened in the quarter?

In the past I had understood that volatile trading environment would be good, but you said volatility and it was bad this quarter and somehow was getting better into the fourth quarter.

Could you just comment on that a little bit?

Sure.

This is Paul.

The overall conditions, John had commented first of all, a very tough lap, so we had a really good quarter a year ago so that was a piece of it.

As far as the market environment, in general you're correct.

Volatility translates into a better operating environment for us.

In a lot of commodity markets, there remains a lot of volatility.

Wheat actually has been less so.

When we look into the fourth quarter, part of it is the comp again.

It looks a little bit more favorable from a quarter-over-quarter comp.

And then the market, overall the market dynamics are somewhat improving versus what we went through here in the third quarter.

Thank you.

And one last one on the weather.

Is it impossible at this point for ConAgra or any food company to back out how much the weather has been a drag on the business or have you thought about how much you could possibly tease that out from just the regular price elasticity dynamics and other consumer weakness?

David, I wouldn't hazard a guess.

I think if you look at one of our most seasonal items and one that is just spot-on with the weather, it would be our Cocoa business.

The category, just cocoa in general, is down about 28% to 30%, so you could back that out and there are other businesses that we have that are very weather-related because of the way people cook at home and things like that.

But that sounds to me then like a weather report, another excuse, and we would rather just not go down that path, quite frankly.

Weather did have some effect, but I wouldn't be able to correlate it to a case count number.

I don't think it adds a lot of value to the discussion.

Thank you very much.

We'll move now to Rob Dickerson with Consumer Edge Research.

Thank you very much.

I just had kind of an easy question, I hope, on capital allocation.

I know you stated today that your CapEx target for the year went from about $450 million to $400 million, so wanted to get a little color as to what was happening there.

And then the follow-up was just, it just sounded like the tone around share repurchase kind of shifted a little bit from what you were saying at CAGNY.

It sounded like at CAGNY you were kind of saying you have $780 million or so under authorization.

You're looking to basically exhaust that within two or three years.

And then today it just sounds like you were saying the three pillars of shareholder value that you could return that you would do share repurchases from time to time.

And when we look at Q3, you bought back $7 million in shares, which is great.

It's a positive.

But it just seemed like or it just seems like, especially with CapEx coming down a little bit, that you would have more ability to be buying back more shares than you did in Q3.

So really just CapEx and share buyback.

Let me start on the share buyback.

First of all, I would emphasize that we've -- there was certainly no intended change in our tone around share buyback from over the last couple of months or couple of quarters for that matter.

I think it's important to note that we did use a lot of cash this quarter for acquisitions, and we've always said we're going to be disciplined and prudent about share buyback.

But it will be lumpy from time to time, but there is no change in our commitment to share buyback as an important part of our capital allocation policy.

On the CapEx, I guess first I just want to emphasize that the reduction in our CapEx forecast for this year does not reflect any decisions to delay either infrastructure or growth projects.

We're not cutting any corners on safety, nor are we going to be delaying any growth or cost-savings projects that were ready to go.

I think the lower CapEx estimate does reflect some changes in project timing as well as we entered the year -- we have certain amounts that are unidentified or held for unidentified projects and/or contingency.

And some of those amounts we just don't see as being needed this year.

I would also note that we've obviously focused a little bit more attention this year, and more capital for that matter, on M&A activity.

So overall what I'd say is we're still working very hard on growth and we feel very good about the capital we put to our infrastructure.

Okay.

Perfect.

I'll pass it on.

We'll take a question now from [Teva Reed] with Jefferies.

Good morning.

Could you walk me through your thought process in regards to pricing.

Your pricing was less than the industry and competitors.

How much is that driven by trying to balance volume losses and offsetting commodity cost increases versus not creating too much of a fixed cost absorption issue?

This is Andre.

I'll take the first part of that or maybe take all of it.

I would say that I think you have to look at the categories in which we compete.

I would say that if you aggregate the basket, your comment is directionally correct.

But as we look at the categories we compete in and the pricing we have taken, in many categories we have actually led pricing.

So for instance, in tomatoes, we've clearly led pricing.

In frozen foods we've clearly led pricing.

I think you have to get a lot more granular and take a look at the categories.

And I would say that in many of our categories we are at high levels of pricing against our competitive set.

I think the factors that you mentioned, we're always trying to balance what's the right volume equation to manage absorption and all those kind of things, but I think we have shown, certainly this year as we put in a lot of the Customer Connect principles that we've talked about, that we have taken a very disciplined approach to total margin management; and that is, we're trickling that down throughout the entire organization.

So I feel very good about the pricing that we have taken, given where ConAgra was in the consumer space historically.

Okay.

And then act two had the first positive quarter since three or four years.

What's behind that?

Is that a reflection of the consumer?

I think there's a little bit of that.

Again, we look at our total Popcorn business.

I would say that I would not look at one quarter as an outlier for that brand.

I do think, though, it has got some value positioning.

It operates also broadly in not just syndicated channels, also it has a broad portfolio outside of that in club and a couple of other areas.

So I think we've done fairly well with that brand, but I wouldn't draw any conclusions from one quarter.

Okay.

Thank you.

We'll hear now from Davenport's Ann Gurkin.

Good morning.

I have two questions.

One, can we spend a little time on the Milling business and what you think could happen to the size of the wheat crop, the wheat prices, for calendar '12.

In other words what are we looking for for that business in the second half of this calendar year, if you could start with that.

Overall, I think the market dynamics on wheat are probably less favorable than what we'd had over the last several years.

I think when you look at the overall supply and demand fundamentals, there should be ample wheat for when you look at new crop and the conditions that we're facing.

I think, from our perspective, we believe there will be ample wheat; and that should be a pretty favorable position for us.

Is there anything else you wanted on Milling?

Favorable position in terms of size of the crop; is that what you're saying?

Yes.

Okay.

Not only size of the crop, but I think then when you transition from one crop cycle to the next, at this point everything looks like we should have a smooth transition.

Okay.

Great.

And then at CAGNY you talked about joint business planning and working with retailers.

I was just wondering if we can update behind that strategy.

Yes, Ann, this is Andre.

We continue to do very well.

We've had a lot of sessions.

Doug, our Head of Sales, attended business conference suites, which is bringing together a lot of retailers and manufacturers.

We continue to get very high marks from retailers about the collaborative nature of our joint business planning, the innovation we're bringing to bear, the shopper marketing tools we're bringing to bear and the insights.

Again, as I mentioned to you when I saw you down at CAGNY, I think it is a journey that we're on.

We are putting a lot of new muscle into this area, including the work we're doing on pricing and total margin management that I spoke about.

But I feel really good; and I think unsolicited, we have heard from a lot of our customers the very difference that they're seeing in sort of, I'll call it, the new ConAgra.

And our sales teams are doing very well against pushing those initiatives through and having really quality dialogues with our customers.

Has it resulted in product placements?

New customer wins?

Anything -- (multiple speakers)

I think so.

Again, new customer wins is -- we cover a lot of customers today, and there's not a lot of places where you cannot find ConAgra products.

I do believe it has resulted in us working with them, specifically on innovation around points of distribution.

If you look at our record and our results in total points of distribution, we continue to be at the top end of the industry in terms of getting our new items put on-shelf, in the frozen case, across the universe of customers.

So we do a very good job there.

Great.

Thank you.

We'll hear a question now from Ken Goldman with JPMorgan.

Good morning.

The futures market for corn seems to be implying a large crop with some healthy yields this summer and maybe that comes to pass, but at some point, whether it's this year, next, year after, costs for the industry are going to rise again and perhaps steeply.

I'm just wondering if maybe the industry's in a situation, right, considering recent elasticities where that next time around we'd really need corn to stay cheap more than we usually do.

Because the price elasticity we've seen lately, not just for you, but also for your peers, perhaps this cut into the appetite for price increases going forward.

I'm curious if that's the case in your view.

If it is the case, maybe manufacturers will have to eat some more margin next time around in order to maintain volumes?

How should we think about that industry wide in your view?

Has there been a structural change in appetite for price increases after this experience?

This is Paul.

I would comment just a little bit on the corn market.

Clearly, the structure is, it's in a pretty big inverse.

As you say, I think the forecast is for record planted acres this spring, translated into a record crop.

If you play that cycle through, that should have an impact on prices and that's reflected in the futures markets today.

I think I would comment that the world has responded to overall higher prices so you're seeing production impacts across the globe.

And from my vantage point in particular, it's really critical that we stay aligned on what our input costs are, and we price appropriately.

And if we have inflation, we have got to price it through.

If we end up in a situation long-term where there's some deflation, we would be expected to adjust as well.

So our focus here from an operations perspective is really staying aligned with input costs and pricing.

Okay.

So you don't think there's been a shift in, at least from your perspective, mentality, and maybe nerves aren't frayed and you will take pricing again next time if you have to?

Yes, Ken, this is Gary.

I think the industry, certainly ConAgra, and even on the customer side understands well how important it is to have pricing discipline; and I think the most important thing to keep in mind is that there are periods of adjustment.

So you've got to be able to get folks used to the new price.

You've got to overlap it.

But you have to keep your margin structure in place to be able to continue to drive the business; and that's I think a lesson learned for the entire industry.

One important thing to remember is that we, as Americans, continue to spend by far the lowest percentage of our income per capita on food.

So it's very different from the rest of the world and we'll just have to continue to make those adjustments.

Thank you.

We'll move now to Eric Katzman with Deutsche Bank.

Good morning, everybody.

Couple of questions.

I guess looking out to next year, I know you're not prepared to make a full forecast, but maybe you could just comment on, given the acquisition activity you've made so far, based on your numbers, how much that should contribute to consolidated sales?

And if there is at this point a contribution to earnings, how much we should think about?

Eric, this is Chris.

I'll start with that.

To your point, we're not in a position to give anything very specific on fiscal '13.

It's also safe to assume though that when we do acquisitions here and there, obviously we expect them to contribute to earnings.

In our long-term algorithm of the commitment of 6% to 8%, we expect some contribution from capital allocation in a generic fashion.

That could come from a small acquisition here or there, which is the period we're in most recently, or it could come from buying back stock, paying off debt, that type of thing.

It's safe to assume it will be part of the earnings stream, and if they do add a little something here or there, but to get too specific at this point, we just need to wait.

Okay.

And thanks for that.

And then I guess to follow up on Jonathan Feeney's question, just to understand, because like the fifth bullet point of your release today said you kind of reiterated low to mid single-digit earnings growth this year.

I think it's appropriate in this environment to be cautious.

Is the mid single digit, is that like a function of, let's say, some of the less predictable businesses in the portfolio, like if grain milling opportunities arise or Lamb Weston continues to do as well as it is, is that what could get you to that mid single digit for the year or is that basically not really reasonable and it's low single digit and the fifth bullet point in your release isn't really accurate or appropriate at this point?

Eric, this is Chris.

Let me say, we've been talking about a range all year, so we reiterated the guidance of our range.

However, within that range is it safe to assume that if we have a modest Q4, that is going to be a low single-digit rate of growth, which is on the low end of the range, but it's because we're going to fall within the range, which is why we use the language we've been using all year.

Okay.

Last thing, I'll pass it on, but, Gary, you've been in the CPG world for a long time; and I assume you've heard other companies talk about it; and given the current environment, some people have blamed weather, others have talked about inventory de-load.

But I mean, it sounds like you're in the camp where we, unfortunately in this country, have a percentage of the population that's basically going to bed hungry every night.

Is that kind of how you see it, as unfortunate as it is?

There's certainly a small percentage like that.

But that's probably a little extreme.

But I would tell you that until we start to see a significant turn for most folks, not just the top quintile, which drives a lot of what we're seeing in the stock market today, we're going to have people make adjustments, and we're going to have to get past these overlaps, because when your household earns $50,000 a year, and you've got to spend however much more at the grocery store and at the gas station, that has an impact.

And that has to get overlapped and that has to get adjusted to.

And hopefully if this recovery, overall economic recovery, starts to trickle down, then we will see things get a bit better.

But right now, it's a tough environment for most of the core consumers in the CPG world.

Okay.

Thank you.

We have a question now from Sanford Bernstein's Alexia Howard.

Good morning, everyone.

Can I ask about the volume momentum for Lamb Weston?

You mentioned the international business.

Was that the primary driver of the geographic expansion and momentum that you have with some of those quick service restaurants overseas?

And perhaps you could also comment on how the volumes look for Lamb Weston here in the US.

I think we saw yesterday some data from General Mills saying that even though sales at quick service restaurants have picked up, the average traffic has not picked up much at all.

So I just wanted to get a sense for what you're seeing as the drivers of volume growth on the Lamb Weston side.

Thank you.

Perfect.

Thank you.

Yes, what I would comment on first of all, volume in Commercial Foods was favorable across the entire business.

Lamb Weston, particular, the volume was highlighted by growth in international.

The other thing I would comment on is mix.

And so, focusing on innovation to drive volume, especially domestically, so we're seeing a lot of traction with sweet potato fries and other innovations that we have.

And so, I would describe the US volume as being favorable, but probably driven more by mix, and overall volume being favorable driven more by our focus internationally.

That's really helpful.

Just a quick follow-up on frozen entrees.

Given what you've said around the weakness that I think also applied to that category, is that continued category weakness or is it a trade down to private label?

I don't think that's particularly important in that segment, but just some color on what you're seeing there.

Alexia, this is Andre.

You're absolutely right, the private label really doesn't make much of a difference in that single-serve, entree business.

I think as I mentioned, we took pricing in the value end of that category and that's probably where we saw the most softness.

You'll know that that category, there's really three elements.

I've just spoken about the economy.

The health segment there where there's three keys players of which we play there, has been under fire now for quite some time relative to where consumers are going.

So that category was soft.

But we held our own there.

And where we've seen the best growth in our portfolio is really with Marie Callender on the premium side.

So remember, our strategy in frozen has us really shooting to win in single-serve meals, but really pushing out in adjacencies.

We've been very successful with the Marie Callender Bakes item.

Our business is up and we're gaining share in multi-serve, which is also another important component of the frozen business.

And we also talked about adjacencies, specifically desserts, where we are also doing very well with the Marie Callender and the Banquet Equity with fruit pies there, have done very, very well.

And if you were at CAGNY, you will see the new items that we're bringing to the entire frozen case, both on meals, but also importantly, with desserts and also the new Healthy Choice frozen Greek yogurt items.

We feel we're doing very well in frozen.

The challenge, to your point, has been that single-serve meal occasion.

I hopefully answered, in the three tiers that we look at there, what is going on in that business.

That's extremely helpful.

I'll pass it on, thank you.

There are no further questions.

Mr.

Klinefelter, I'll hand the conference back to you for final remarks or closing comments.

Before we sign off, I'd just like to say I know we all are aware how tough this environment is.

But it's really important to think a little bit longer term.

And as we said at CAGNY and I think articulated in some detail, we've got a well mapped out strategic plan.

We call it our Recipe for Growth.

We are following that road map; and we've made several acquisitions already that you've seen to advance toward the gradual reshaping of our portfolio.

And that combined with the better fundamentals that we've spoken about and a very strong balance sheet does give us confidence in the future.

And again, this tough cost and consumer environment eventually is going to get better at some point.

And when it does, our core portfolio is going to benefit from that.

So tough environment today, but still continue to be very confident about the future.

Thank you, Gary.

And to our audience members, 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.

This concludes today's ConAgra Foods third-quarter earnings conference call.

Thank you again for attending and have a good day.