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Operator: Good morning, and welcome to the Conagra Brands Second Quarter Fiscal 2024 Earnings Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Bayle Ellis, Manager of Investor Relations. Please go ahead.

Bayle Ellis: Good morning, and thanks for joining us for the Conagra Brands second quarter and first-half fiscal 2024 earnings call. Sean Connolly, our CEO; and Dave Marberger, our CFO, will first discuss our business performance, and then, we’ll open up the call for Q&A. We will be making some forward-looking statements today. And while we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of our risk factors are included in the documents we filed with the SEC. We will also be discussing some non-GAAP financial measures, including adjusted numbers that exclude items, management believes, impact the comparability for the period referenced. Please see the earnings release and the slides for GAAP to non-GAAP reconciliations, and information on our comparability items, which can be found in the Investor Relations section of our website. I’ll now turn the call over to Sean.

Sean Connolly: Thanks, Bayle. Good morning, everyone, and Happy New Year. Thank you for joining our second quarter fiscal ’24 earnings call. Let’s start with the Q2 headlines, shown here on Slide 5. At a macro level, the industry-wide shifts in U.S. consumer behavior, that we discussed on last quarter’s call, persisted into the second quarter. These behavior shifts continued to pressure volume and mix. However, while the consumer is still deploying some value-seeking tactics when they shop, we are seeing clear progress when it comes to volume recovery. In Q2, that progress was most notable in our Refrigerated and Frozen segment, in particular, our Frozen business. This inflection was helped by investments on key brands as we were seeking to understand consumer readiness to revert back to more typical purchase behaviors.

We saw outstanding responsiveness that will inform our back-half actions. More on that in a moment. The net result was a clear improvement in volume trends, with domestic retail volume loss that was half of what we saw in Q1. We delivered solid margins and EPS, as well as excellent free cash flow conversion. Our productivity initiatives remain on track. Although, we also saw some absorption impact from our volume declines. As we look ahead to the second-half, we have a robust investment plan in-place, reflecting our increased confidence in consumer responsiveness to brand building levers. Our goal is to continue to build momentum with our consumers as we move through the back-half of the fiscal year, and then, enter fiscal ’25 in a position of strength.

I will share more on our multifaceted action plan in a few minutes. Finally, we are updating our guidance for fiscal ’24, reflecting both the consumer environment and the additional brand investments in the second-half of the year. After tremendous initial resilience in the face of a record inflation super cycle, U.S. consumer behavior shifts did emerge last spring in our industry as the cumulative effect of inflation caused consumers to begin to stretch their budgets. This resulted in a reprioritization of food choices as shoppers adjusted purchase behavior towards more stretchable meals. This slide reprises some of those shifts we discussed last quarter. At that time, we told you that we expected these trends to be transitory. We still believe that to be the case.

But the pace of the shift back to normal consumer behavior has been slower than we initially expected, and that pressured our volume, performance and mix in the second quarter. That said, the tide appears to be turning. When we discussed these behavior shifts last quarter, Frozen was one of our most impacted businesses, specifically, our frozen single-serve meals. After five years of consistent strength, we saw some consumers looking to alternatives such as multi-serve meals and scratch cooking to stretch their budgets. We didn’t expect that trend to be lasting as the unshakable consumer demand for convenience, combined with Conagra driven product innovation, has generated strong Frozen demand for a long-time now. As I noted in my opening remarks, we believe it’s important to understand consumer readiness to resume more typical shopping behaviors before more fully ramping-up investments to facilitate the process.

We want to be confident that our investments will have the desired impact. With that in mind, during the second quarter, we did invest in certain key businesses to assess consumer response to increased brand building stimulus. Most noteworthy was our largest Frozen business, single-serve meals, where we deployed high-quality merchandising nationally. The results were very encouraging, with lifts up 60%. These lifts ultimately drove meaningful gains in our market share. As you can see on this slide, our Q2 share in this business approached 51%, eclipsing last year’s gains and also setting a new record. The net of this is while the consumer is still stretched, they are responding to high-quality brand building stimulus. And when you look at volume trends, while not yet positive, you can see that progress is clearly underway.

Slide 9 shows volume results in our key U.S. retail segments, both separately and combined. I’ll draw your attention to the chart on the left, where you can really see the impact of our investment actions. As a result of these investments, Refrigerated and Frozen segment volume went from minus 10.5% in the first quarter to minus 3.3% in the second quarter, coming in-line with volumes in Grocery and Snacks. Overall, our targeted investments in Q2 helped cut the total domestic retail volume decline in half compared to the first quarter, not all the way back, but good progress. I’m also pleased to report that we continued to deliver momentum in our International and Foodservice businesses, which together account for approximately 18% of total Q2 revenue.

International grew organic net sales by 5.6% in the quarter, while our two largest markets, Mexico and Canada, delivered organic net sales growth above 9%. This was a result of our International team’s outstanding execution, including strong brand activation, improved point-of-sale performance, innovation that is resonating with our customers, and expanded distribution in Mexico. Our Mexican business has now delivered four consecutive quarters of volume growth. In Foodservice, we delivered organic net sales growth of 4.3% in the quarter, driven largely by favorable price mix as well as expanded distribution in our Frozen portfolio, which accounted for roughly half of our total Foodservice business. Slide 11 details our second quarter results, including organic net sales of approximately $3 billion, which is down 3.4% compared to last year.

Adjusted gross margin of 26.9% was down 129 basis points from last year, reflecting our targeted investments and the absorption impact associated with the volume decline. Adjusted operating margin of 15.9% was down 108 basis points compared to last year and adjusted earnings per share of $0.71 was down approximately 12% versus last year. Importantly, we delivered strong free cash flow during the second quarter. Dave will cover this in more detail shortly. But as you can see on Slide 12, free cash flow in the first-half of fiscal ’24 was almost six times what it was in the first-half of fiscal ’23. We used some of that free cash flow to paydown debt, bringing our net leverage ratio to 3.55 times in the second quarter. As I mentioned earlier, we have a robust and multifaceted investment plan in-place for the second-half of the year, reflecting our confidence in consumer responsiveness to our brand building efforts.

On Slide 13, you can see images from our new advertising investments, focused on our biggest brands, including Birds Eye, Healthy Choice and Slim Jim. You may have already seen some of the terrific work we’ve done this year with Slim Jim and the WWE, building on the heritage and built-in awareness of our long-term partnership with Wrestling Legend, Randy Macho Man Savage. Fiscal ’24 is one of our biggest innovation slates yet. We are backing those launches with meaningful increases in slotting in-store and other sales support versus the prior year. Slide 14 highlights some of the exciting innovation we’ve recently launched. If we have any chili lovers on the call, I highly recommend our Wendy’s Chili. You can get the true restaurant taste of this beloved Chili at home.

Finally, Slide 15 highlights the investments we’re making in high-quality merchandising. Our efforts are focused on reengaging consumers with our existing products to capture market share as well as introducing consumers to our new innovation. The targeted investments we made during the second quarter give us confidence that our multifaceted brand building investments in the second-half of the year will drive momentum going into 2025. We’re updating our guidance for fiscal ’24, reflecting both the consumer environment and the additional brand investments in the second-half of the year, our new guidance includes organic net sales decrease between 1% and 2% compared to fiscal ’23, adjusted operating margin of approximately 15.6%, and adjusted EPS between $2.60 and $2.65.

Overall, we remain confident in our brands, plans, people and agility, as we continue to navigate this shifting consumer environment. With that, I’ll pass the call over to Dave to cover the financials in more detail.

Dave Marberger: Thanks, Sean, and good morning, everyone. Slide 18 highlights our results from the quarter. Overall, our team executed well as we continue to navigate consumer behavior shifts that pressured our volume and mix. In Q2, net sales were $3.2 billion. As Sean discussed earlier, this reflects a 3.4% decrease in organic net sales, driven primarily from lower year-over-year volumes. However, this is the third quarter in a row, where the rate of volume change versus the prior year quarter improved. Amid these broader macroeconomic challenges and increased brand investments, we delivered solid margins and EPS, along with strong free cash flow during the second quarter. Adjusted gross profit decreased by 7.6% in the quarter as the positive impact from productivity initiatives was offset by cost of goods sold inflation, unfavorable operating leverage, lower organic net sales and increased trade investment.

Adjusted operating profit decreased 9.3% and adjusted EBITDA decreased 7%, largely driven by the decrease in adjusted gross profit, partially offset by an increase in equity earnings, driven by continued strong operating performance in our Ardent Mills joint venture. We delivered Q2 adjusted net income of $341 million or $0.71 per diluted share. Slide 19 provides a breakdown of our net sales for Q2. The 3.4% decrease in organic net sales was primarily driven by the consumer dynamics just discussed. Further contributing to the decline was a 0.5% decline in price mix, which reflects an increase in strategic trade investments made during the period and an unfavorable mix impact from selling a higher percentage of lower sales dollar per unit items.

This was partially offset by price increases taken on our tomato-based products, given the continued high inflation. We also saw a small benefit from foreign exchange, which is reflected in our net sales decline of 3.2%. Slide 20 outlines the top-line performance for each segment in Q2. While organic net sales were down in our domestic retail segments, we delivered sequential volume progress that benefited from the targeted strategic investments Sean discussed earlier. We also continued the strong momentum in our International and Foodservice segments, which delivered Q2 organic growth of 5.6% and 4.3%, respectively. Slide 21 shows our Q2 adjusted margin bridge. While our productivity initiatives remain on track, our margin was negatively affected by the continued impact of overhead absorption from our lower volumes.

Cost of goods sold inflation was a headwind of 1.7% and price mix was a 0.6% headwind, which reflects the retailer investments made during the period. These factors, combined, drove the decline in adjusted gross margin for the quarter. Our adjusted operating margin benefited from small year-over-year favorability in A&P and SG&A. Slide 22 details our margin performance by segment for Q2. Adjusted operating margin in both our Grocery and Snacks and Refrigerated and Frozen segments decreased due to the margin drivers I just discussed, although inflation impacted the Grocery and Snacks segment at a higher-rate than Refrigerated and Frozen. We were pleased that our Foodservice adjusted operating margin expanded 193 basis points and our International segment’s adjusted operating margin expanded 30 basis points, both driven by higher organic net sales and productivity, as both segments are showing consistent improvement.

Foodservice also benefited from comparison to prior year Q2, which included supply chain disruptions. Our Q2 adjusted EPS performance of $0.71 was $0.10 below the prior year quarter, primarily from the decline in adjusted gross profit and pension income and higher interest expense. This was partially offset by slightly lower A&P and adjusted SG&A expense, along with increased equity method investment earnings driven by Ardent Mills. The A&P change was timing-related, as we expect to increase A&P spending in the second-half, and the decline in SG&A was primarily the reduction in incentive compensation versus the prior year. Slide 24 displays the significant progress we made in the quarter and first-half on free cash flow and our net leverage ratio.

Over the first-half of fiscal ’24, we delivered a $532 million improvement in free cash flow with a conversion rate of approximately 97%, the highest first-half conversion rate over the past five years. Our focus on managing inventory levels and improvement in accounts payable directly contributed to these strong results. In addition, we had strong cash distributions from Ardent Mills in the second quarter, reflecting the strong profit and cash flow performance of Ardent Mills the last few years. Our strong free cash flow has helped us deliver debt reduction during the period. At the end of Q2, our net leverage ratio was 3.55 times, reflecting debt repayment of more than $500 million over the last 12 months. Looking ahead to the remainder of fiscal ’24, we expect to continue our debt reduction efforts as we prioritize our long-term leverage target of 3 times.

We chose not to repurchase any shares in the quarter as we continue to prioritize paying down debt this fiscal year. We will continue to evaluate the best use of capital to optimize shareholder value as we progress through the fiscal year. As mentioned, we are updating our guidance for fiscal ’24 to reflect our year-to-date results, expectations for the slower pace of volume recovery and the additional brand investments in the second-half. Slide 25 outlines our expectations for our three key metrics, including organic net sales to decrease between 1% and 2% compared to fiscal ’23, with volumes continuing to improve through the back-half of the year. Adjusted operating margin of approximately 15.6% and adjusted EPS between $2.60 and $2.65. Turning to Slide 26.

I’d like to take a minute to walk-through the considerations and assumptions behind our guidance. We expect net inflation to moderate through the remainder of the fiscal year, resulting in an inflation rate of approximately 3% for fiscal ’24. Regarding pricing, there are a few dynamics currently at play. With our estimated 3% inflation rate, we are seeing areas that are still highly inflationary such as tomatoes and starches, which are up above the average, and areas that are deflationary such as edible oils and dairy, which are below the average. These dynamics have resulted in both inflation justified pricing actions and select pass-through price reductions included in our outlook. We expected – expect that these dynamics, combined with our increased second-half investments, will result in price mix being down versus prior year in the second-half.

We now anticipate CapEx spend of approximately $450 million in fiscal ’24, as we continue to make investments to support our growth and productivity priorities with a focus on capacity expansion and automation. As a result, we continue to expect to achieve gross productivity savings of approximately $300 million by the end of fiscal ’24. We expect interest expense to approximate $440 million, primarily due to a higher weighted average interest rate on outstanding debt. While we do not expect to receive any benefit from pension income, we expect Ardent Mills to contribute approximately $170 million to our bottom-line due to its continued strong performance. Our full-year tax-rate estimate remains approximately 24%. As I discussed, we are prioritizing our debt reduction efforts and expect to further reduce our outstanding net debt in the second-half.

Longer-term, we remain on track to reach our 3 times net leverage ratio target by the end of fiscal ’26. That concludes our prepared remarks for today’s call. Thank you for listening. I’ll now pass it back to the operator to open the line for questions.

Operator: We will now begin the question-and-answer session. [Operator Instructions] And our first question will come from Andrew Lazar of Barclays. Please go ahead.

Andrew Lazar: Hi, good morning, everybody.

Sean Connolly: Morning, Andrew.

Dave Marberger: Morning.

Andrew Lazar: Hi, Sean, I know that – I think, investor concern for the Group as a whole, right, has been sort of building that there would ultimately be a need for sort of greater price investment to deliver volume improvement, and that it could get to the point where it could start more negatively impact sort of margin profiles. So, I guess, my question is, how can we be comfortable that the investments being made are sort of ROI or value-enhancing rather than, let’s say, money being spent to simply flatter volume at the expense of margins and sort of disrupt the broader competitive environment?

Sean Connolly: Well, I think, Andrew, in terms of how we think about return on investment, let me be very clear around what we are and what we’re not doing in support of our brands. Number one, as you heard in our prepared remarks, we’ve got a multifaceted investment plan that spans advertising, innovation support, merchandising support and more. Number two, we’ve got an ROI mindset in everything we do. This Company has worked very hard to expand our operating margins over the last nine years and we did not get there by being frivolous. Number three, with respect to merchandising, I’ve consistently pointed out that there was room to do more in a high-quality way, operative words high-quality, now that the supply chain is humming again, especially on key brands and around key merchandising windows.

And as you know, Conagra’s merchandising today is very different from a decade ago. Our overall merchandising levels are below peers and our depth of discount is extremely reasonable. It’s been, over the last several years, more of a frequency strategy. The last point I’ll make is that part of our ROI mindset is understanding where the consumer is in terms of their readiness to reengage with more typical purchase behaviors and it was important that we test that a bit in Q2. And as you heard in our remarks, we liked what we saw. So, I think, all of this adds up to a deliberate plan in the second-half to smartly invest to build momentum with consumers, set ourselves up for a nice fiscal ’25 and be very responsible in terms of the types of activities we engage in, and, again, it’s everything from merchandising to advertise.

But that – I think that’s kind of the response I give it to the – that question.

Andrew Lazar: Thank you for that. And then, the assumption, I think, it was that consumer behavior by now – or the initial assumption anyway, was that consumer behavior by now would have started to improve, and as you talked about, it seems the timing of that has been pushed out a bit. I guess, what are you embedding in terms of consumer behavior into your sort of new guidance at this stage?

Sean Connolly: Yes. Great question. Here’s how to think about where we are big picture. Yes, the macro-environment has challenged volumes for the Group a bit longer than expected. And yes, we would all like to get back on growth algorithms ASAP. But in the simplest sense, before you can return to volume growth, you have to sunset the volume declines and get them into your base. And that’s why we’ve been very focused on tracking volume trends. And as you saw in our deck, those trends have improved significantly, particularly, where we have invested to reengage lapsed consumers. In fact, Conagra’s trend bend in Q2 has been one of the better ones in the Group. So, given the consumer response we saw in Q2, the associated increase in H2 investments and the easier comps we’ve got in H2, we fully expect that the volume declines will further sunset in the second-half.

But to be clear, and to answer your question, we are not banking on a major improvement in the macro or are we signing-up for huge volumes. The goal at this juncture is to build momentum, move the volumes back toward growth as we approach fiscal ’25, and make sure that we deliver along the way without signing-up for anything heroic. And I think that kind of best describes where we are.

Andrew Lazar: Got it. Thanks so much.

Operator: The next question comes from Peter Galbo of Bank of America. Please go ahead.

Peter Galbo: Hi, guys, good morning. Thanks for taking the question.

Sean Connolly: Morning, Pete.

Dave Marberger: Morning.

Peter Galbo: Dave, just in your commentary around kind of price mix, both on the quarter and into the back-half of the year, I think, you spoke a bit about not only the incremental investment, but also just some of the pass-through nature. Just is there any way to elaborate more dimensionalize, just how much of the price mix decline is really that pass-through component relative to maybe some of the incremental investments you’re making at retailers?

Dave Marberger: Yes. Let me try to give you some color, and kind of unwind the price mix. Let me start with Q2. So, our price mix for the quarter was minus 0.5%. There were several dynamics to that. So, if you start with our tailwinds. As I mentioned, we did take pricing. We thought we have high inflation in tomatoes. We took tomato pricing in our domestic retail and Foodservice business. We did have some other pricing in International. That was partially offset by some pass-through pricing we have basically in our oil-based businesses, which is our spreads business. So, when you net those together, pricing was actually a tailwind. So, it was positive in that price mix. The other component was investment in slotting. Slotting was pretty significant.

This quarter, it was about 30 basis points year-on-year of investment to support our large slate of innovation, which we talked about in the prepared remarks. And other piece that was negative this quarter was mix. And this is simply selling a higher percentage of our lower sales dollar per unit item. So, for example, lower sales on a multi-serve meals like Bertolli relative to higher sales on the Banquet pot pie, that is just a negative sales mix. That’s the timing thing, Peter. So, over the course of the year, that tends to work-out, but quarter-to-quarter it can flip a little positive or a little negative. So, that was negative in this quarter. And then, the remaining piece is the trade and merchandising investment. And that was less than the slotting investment for the second quarter.

So, there is a lot in there that gets to that 0.5%. I did comment that in the second-half, we do expect price mix to be down. Those dynamics are pretty much the same. We would expect less negative impact from mix in the second-half and more increase in the, kind of, the trade and merchandising investment. So, the second-half price mix will be a little bit down a little bit more than we saw in Q2, but directionally in that in that area. So, that – hopefully, that gives you some color on price mix.

Peter Galbo: Yes. No, that’s very helpful. Thank you for that. And then, maybe just – secondly, like, on the leverage piece, guys, you have the bond that comes due in May. The leverage at least has kind of stabilized, but with the earnings coming down. Just how are you thinking about debt paydown on that $1 billion relative to refinance at this point as we kind of go-forward here?

Dave Marberger: Sure. So, we’re always looking at all of our options. Obviously, we have our commercial paper. We have a lot of liquidity. As you saw in the first-half, our free cash flow was very strong. Usually, this Company, we don’t deliver really strong free cash flow in the first-half. Our conversion is usually very low with all the free cash flow coming in the second-half. Well, given our focus on working capital and Ardent Mills cash distributions, we had a very strong first-half, and we expect the second-half free cash flow to be very strong as well. So, it puts us in a nice position, where come May, when the bond is due, we’re going to have strong free cash flow. We have access to our commercial paper and then, obviously, we’re always looking at the capital markets to see if there’s an opportunity to refinance.

Rates seem to be coming down. We watch them very closely. So, we look at all the options and we figure out what’s the best combination. Maybe, we use our free cash flow to paydown some of it and refinance the other part. But we’ll look at all our options as we go-forward. But – I like where we are, given our strong free cash flow.

Peter Galbo: Great. Thanks, guys.

Operator: The next question comes from Robert Moskow of TD Cowen. Please go ahead.

Robert Moskow: Hi, thanks for the question. I guess, it’s a two-parter. One is, I think, the guidance at the start of the year for advertising was to grow it as a percentage of sales to be consistent with what it was last year. And so, I guess, the first part of the question is, now that you’ve cut your sales guide, does that mean that the advertising – it sounds like you’re keeping advertising the same, so does that mean that it will be higher as a percentage of sales for the year, or do you have to cut the A&P commensurate with the sales growth?

Dave Marberger: Yes, Rob. So, let me answer that a couple different ways. So, if you just look at the total year, our guide – our operating margin guide is approximately 15.6%, that’s where we came in, in fiscal ’23. And when you look at gross margin, you look at A&P and SG&A, we generally expect to be in-line with where we were prior year. So, to your question, if – we were 2.4% last year, if we come in again at 2.4% dollar-wise, that’s a little bit lower than where we were, and we’re still looking at that. There is opportunity to spend up if we want to. The way we look at it though is if you look at A&P first-half versus second-half, our A&P spending is going to be up around 20% in the second-half relative to the first-half.

So, we’re just looking at what’s the run-rate on spend now and what is it going to be in the second-half to support the advertising that Sean talked about in our other kind of digital advertising that we’ve been doing. So, we feel good about the second-half and the trajectory of the A&P relative to the first-half.

Sean Connolly: Rob, it’s Sean. I’ll just add a point on there. As we talk to our team about delivering this year, we said at the beginning of the year two things we’re going to have to demonstrate as a team and those things are agility and resilience. And part of the agility piece, from the beginning of the year, has been really trying to understand the consumer readiness to resume more typical purchase behaviors after we saw some of the shifts emerge in the spring. And so, you may recall on last quarter’s call, I mentioned that our assessment was that consumer wasn’t quite ready to engage in that. So, we were fairly conservative in Q1 and Q2 in terms of deploying some of these dollars, because we wanted to kind of keep those funds for the back-half of the year where we had more confidence that the consumer was really going to be ready.

And we – as we mentioned in our prepared remarks, we deliberately tried to assess that readiness in Q2. And we really – we’re quite encouraged by what we saw. So, now that we’ve got – a lot of our powder is still dry for the back-half of the year, we’ve got some easier comps and we’ve got consumers that are demonstrating a real willingness to kind of reengage their more typical purchase behaviors with a little bit of a nudge from us across this multifaceted investment plan. We like where we sit in terms of the fullness of the support for the back-half of the year.

Robert Moskow: Got it. Second part is, it sounds like you’re very happy with the lifts you’ve seen in the promotional activity behind Frozen. Sean, can you speak more broadly about whether the food industry and retailers overall are happy with the lifts that they’re seeing on a more broad-based basis? I think I hear kind of some dissatisfaction from certain big retailers about the lifts, and that the rollbacks haven’t gotten the response that they fully expected. Is it possible to speak more broadly about what you’re seeing?

Sean Connolly: Yes. I’ll give you a sense of it, Rob, because we’ve got a pretty – we’ve got a pretty large scope here at Conagra. And so, if you look at where we invest and where we want to get good lifts, we’re super selective, right. We pick our spots. We’re not out there spending money trying to drive lifts on Manwich or business like that. We’re driving lifts, we’re focusing our dollars on those categories where we know the consumer really wants to buy the category. But for other reasons, particularly, the objective of trying to stretch their budget, they’ve made a short-term sacrifice, and that’s the way they describe it to us when we talk to them. They’re depriving themselves, they’re sacrificing particularly on convenience items.

So, if you look at a product, like Frozen single-serve meals, where we saw such tremendous lift in Q2, what you’ve got going on here is some consumers who were really financially stretched were basically forced to give up on some of that buying rate. They didn’t stop buying the category. They reduced their buying rate and they started doing things like scratch cooking rice and beans and ground beef. They do not want to do that. I can assure you. I have been in food for 30 years. That’s the last thing they want to do, and they don’t like to cook, they don’t like to clean, they don’t like any of that. They’d rather be buying our stuff. But when they’ve got to make some short-term trade-offs, especially, over the course of the summer when they were spending their money on things like travel, they’ll do it short-term.

But when you give consumers with that kind of a headset, a bit of a stimulus to reengage, they’re super responsive to it. But, again, not every category is created equal. So, if it’s a – if it’s more of a staple category, where there’s another alternative, where they were trading down to a store brand, maybe you’re not going to get a lift. But that’s not the kind of investments we’re talking about. Those are not the kind of events or categories where we’re focusing our energy.

Robert Moskow: Makes sense. Thank you.

Operator: The next question comes from Pamela Kaufman of Morgan Stanley. Please go ahead.

Pamela Kaufman: Hi, good morning. Happy New Year.

Dave Marberger: Morning.

Sean Connolly: Hi, Pam.

Bayle Ellis: Happy New Year, Pam.

Pamela Kaufman: Can you give some more color on the drivers behind your reduced top-line guidance for the year? How much of it is a change in your expectation for volumes versus greater price investment? And then, just – you mentioned that in the second-half, you’ll see price declines. Can you frame the magnitude of the declines relative to the second-quarter?

Sean Connolly: Yes. Pam, it’s Sean. Let me make just a quick comment upfront. I’ll flip it over to Dave. The macro-environment that we talked about in Q1, I mentioned again today, it persisted into Q2. So, we’ve just seen fewer purchases in our first-half than we would have assumed at the beginning of the year. So, that’s part of the call down the top-line. The second part of it is, I don’t want to sign us up at this point for any kind of heroic volume recovery in the back-half of the year, because I think the mood of our investors is, let’s be prudent, let’s be up the middle of fairway, let’s put some targets out there that are not making any grand assumptions that we can meet or beat. And that’s kind of what’s behind it, because we like the momentum we saw in the second-quarter.

We have every intention of further driving that momentum in the second-half. And we have a high degree of confidence that we’re going to get what we expect. And that – at this point, that’s really what we’re focused on, is fiscal ’25 – setting up a really nice fiscal ’25 and exiting this year with momentum. And the sales outlook that we’ve given for the balance of the last year, kind of, is right in that vein. Dave, over to you.

Dave Marberger: Yes. So, Pam, if you just take the midpoint of our guide for the year on organic net sales, that implies a second-half organic net sales of minus 1%. And that’s going to be a combination, based on the way we forecasted it and incorporating the comments – the important comment Sean just made, is a combination of price mix – slightly negative price-mix and slightly negative volume. The combination of those two to get to the minus 1% organic, that’s H2. And that’s improvement on total sales and volumes as we’ve seen Q1 to Q2, and then H2, we expect that improvement to continue, so that as – we continue to track towards growth by the time we get to the end of fiscal ’24.

Pamela Kaufman: Okay. Thanks. That’s helpful. And then, just to clarify on the reduction in your operating margin guidance for the year. How much of that is a reflection of your expectations for lower gross margins versus increased operating expenses and more brand investment?

Dave Marberger: Yes. So, if you look at the second-half, gross margins – if you look at where we landed the first-half in gross margins, we were at 27.2%, I think, is our first-half gross margin. Our second-half should be generally in-line with that, maybe a little bit below that. So, the second-half, where you’re going to see the reduction in operating margin is coming from the higher investment in A&P as a percentage of sales and the timing of SG&A being higher in H2 than it was in H1. So, that’s really the second-half reduction in operating margin. So, when the dust settles and you look at the full-year, we’ve guided to 15.6% operating margin, that will be in-line with fiscal ’23. And if you look at kind of where we land with margin A&P and SG&A, we’ll be pretty close to where we were prior year.

Pamela Kaufman: Got it. Thank you. That’s helpful. I’ll pass it on.

Dave Marberger: Thanks.

Operator: The next question comes from Alexia Howard of Bernstein. Please go ahead.

Alexia Howard: Can I ask about innovation, in terms of – I guess during the pandemic and also during the period of supply chain disruption, I imagine that the pace of innovation was dramatically reduced. How quickly is it recovering? Can you give us any numbers on how quickly the pace of innovation is likely to pick-up over the course of the next few quarters?

Sean Connolly: Sure, Alexia. So, let me take us back to kind of the pandemic for a minute. When we guide – hit with the pandemic, we fully expected that we would hit the pause button on innovation even though we had the pipeline ready to launch. To our surprise, our customers asked us in a very convincing way not to do that. And so, we slowed innovation launches modestly during the pandemic, but only modestly. And in fact, if you look at the amount of innovation we continued to put into the marketplace through the pandemic, it was probably the highest or among the highest in our peer group. So, we really didn’t pause the way we expected. When we kept – we kept the momentum there since then. Last year was a much bigger launch, it was one of our biggest launches yet, and we had tremendous performance in terms of productivity per TPD and overall TPDs. And this year is perhaps our biggest innovation slate yet.

So, the – we’ll share some metrics when we’re at CAGNY. Just to give you, kind of, what we track historically, we track this thing called renewal rate, which is a percentage of our annual sales. It comes from items we’ve launched in the last three years. 10 years ago, we were probably at 8%. And then, over the last five years, we probably hit a high watermark of 15%. So, that’s kind of the ballpark we like to be in, is that 13% to 15% depending upon what we’ve got coming into the marketplace. And, again, this year is our biggest launch year yet. And we’ve also, as Dave pointed out, backed that with customer investments and slotting investments, both in the front-half and, very materially, in the second-half of this year. And we’ll do the full parade of innovation for you in a month or so at CAGNY, so you can see it.

We hit some of the highlights today in our prepared remarks. I think the fun one is this Wendy’s chili business, because we’re always focused on Frozen and Snacks around here. And this thing has just emerged from zero to be a major player in that category. So, more to come on that in CAGNY. But net-net, it’s a very significant year for us on an innovation front.

Alexia Howard: Great. Thank you very much. I’ll pass it on.

Sean Connolly: Thank you.

Operator: The next question comes from Nik Modi of RBC Capital Markets. Please go ahead.

Nik Modi: Thank you. Good morning, everyone. So just two quick questions. Just – I don’t think it’s an impact, but all the drama going on in the Red Sea, I just want to make sure there’s no issue with freight rates or some of the temporary specs that we’re seeing that’s the first question. And then the second question is just, Sean, I’d love your kind of observation of out-of-home versus in-home. It seems like it’s a very mixed bag depending on what category or meal occasion we’re talking about. But I just love your view because the thought is if the consumer is coming under more pressure, we should start seeing more in-home consumption, which should benefit you as the year kind of goes through. So I’d just love your thoughts on that.

Sean Connolly: All right. So Nik, the first one is easy. The answer is no, no impact there. And on the second one, that is a very keen observation because I mentioned how our volume outlook for the back half of the year does not assume anything heroic. Part of not assuming anything heroic, we’re not assuming that some of the away-from-home dollars begin to shift into at home, and you’re 100% correct. If that happens, that’s a tailwind for us and probably for the group. What’s very interesting is how sticky some of this away-from-home spending has been even though we’ve seen a challenged consumer who is making trade-offs to stretch their household balance sheet. The one place that they’ve been fairly resilient is in their away-from-home spending.

Should consumers stress increase from here. That is historically the first place that you would see an additional behavior shift is, you would see a reduction in away-from-home spend and you would see an equal and opposite response in home eating. That has not happened yet. But as we think about calendar year 2024, certainly, that is a potential positive if the environment remains stressed and the consumer decides they need to make further shifts.

Nik Modi: And so just a follow-up on that. When you think about price gaps, right, with your strategic investments, is it really just kind of thinking about what goes on within the center of the store within the frozen unit or are you also thinking about kind of some of the price gaps between what you guys sell versus what maybe some low-end QSR would be priced at?

Sean Connolly: The price gaps versus away-from-home tend to take care of themselves. When the consumer reaches a point and they say, look, my burrito and my coke to go have now gotten too expensive, they first make the switch to stop doing that. Second, they switch to buy in the grocery store. And third, hopefully, they’re buying our products. But we do look at our categories and look at this volume malleability as if it is an open set, meaning it’s not just what’s on shelf and then what’s to the left or right of it that’s switching, but it could be other categories. So an example would be, I referenced in our prepared remarks today that we are going to be – one of the things we’re going to be investing behind is advertising on our Birds Eye business.

Well, that is in the marketplace right now. It is running, and it is directly comparative advertising to canned vegetables. And it is focused on delivering a superior relative value message because while it might be tempting to trade down to a canned vegetable in the current environment, the trade-off on quality is simply not worth that trade down, and you end up actually in a worse value proposition. So that’s an example of where we’re thinking about the competitive set more broadly than what’s immediately to the left or right of our products in any given section, and we’re thinking about where consumers might go elsewhere, and really getting after that in a very targeted hard-hitting way with a focus on quality and superior relative value.

Nik Modi: Excellent, very helpful. Thank you.

Sean Connolly: Thanks.

Operator: The next question comes from Max Gumport of BNP Paribas. Please go ahead.

Max Gumport: Hi. Thanks for the question. Turning back to gross margins, so a year ago, you were really the first packaged food company to begin to sunset the inflation super cycle and start to post sizable gross margin expansion. But with price mix turning negative now, partly due to the increased trade investment, it seems like productivity is now fighting against inflation, absorption and the negative price mix to hold up gross margin. Are these trends still in line with the mechanical nature of how these inflationary cycles typically have played out in the past? Or are there nuances starting to develop this time around? Thanks.

Sean Connolly: Well, Max, I’ll kick it off and then flip it to Dave. All the mechanical rep stuff should work the way it always does unless there is something new going on with the consumer. And what we saw right after Easter was that something new did start emerging with the consumer as they started making some of these behavior shifts. So that dynamic is not assumed in the typical mechanics of a wrap, right? So that’s why – and by the way, as soon as that dynamic begins to either be embedded in the base or just improving the outright, then the mechanics of a typical wrap go right back to what they would always be. So that’s why we’ve been focused on these volume trends because right through last quarter, when you looked at the group, you didn’t see the bend when you looked across 15 weeks, 13 weeks, five weeks.

Now, particularly for us, you’ve seen that bend. And that bend is getting pretty close to being kind of embedded in the base. And once it does, then you’re set up to be back on algorithm, so to speak. Dave, do you want to add anything to that?

Dave Marberger: Yes. So if you just look at the guidance and you kind of say, okay, where are we going to land? We guided to operating margin of 15.6%. In that is gross margin, and gross margin is going to come in pretty close to where it landed in fiscal 2023. So you look at that and you say, okay, we kept gross margin flat to prior year when we’ve wrapped on pricing, our sales are going to be down for the year based on our guidance, and we’ve had a pretty significant impact from negative absorption, right, because volumes were down all of last year and they’re down first half of this year. So being in manufacturing when you start to get your volumes more stable and actually start inflecting them to be positive, that negative absorption headwind goes away.

So the focus now is we keep gross margins flat this year, we’re increasing our investment, which gets our total investment when we finish this year back to more normalized trade levels. So we’re going to have a business where the margins are consistent with last year, our investments back to where it was, and we have a lot of negative absorption that’s in our base. So in fiscal 2025, we can get back to growth. We have some opportunities to leverage our cost base. We have an investment base that’s where it should be, and it sets us up well for fiscal 2025. So there’s a lot of things bouncing around, but when you copter up and you just look at where we’re going to finish the year, that’s how I think about it.

Max Gumport: Great. And then turning to the investments, it’s good to hear about the favorable response you saw in the second quarter and what that means for your increased investment in the second half. I’m just curious, are you expecting that investment to help category volumes or if other companies are seeing the same response that you’re seeing, are we really just talking about a share fight and doesn’t really improve category volumes. Thanks. I’ll leave it there.

Dave Marberger: Yes I – really interesting question. Basically, what we’re saying is that, yes, the consumer is still deploying some value-seeking tactics to stretch their balance sheet, and that has had some impact on how they prioritized categories. And not every category is equal there, Max, in terms of what we’ve seen in the category. So we’ve seen tactics like this from consumers before, and they tend to serve their purpose over a short horizon and then they tend to disappear. But interestingly, even in some of the categories that remain softer than usual, we are seeing volume malleability via investments that drive share. But over time, frankly, we will take what the field gives us in the moment, whether that’s improved volumes through share gains or improved volumes through improving category momentum. I think we’re going to see both going forward.

Max Gumport: Great. Thanks very much.

Operator: The next question comes from Chris Carey of Wells Fargo. Please go ahead.

Chris Carey: Hi, good morning.

Sean Connolly: Hi, good morning.

Chris Carey: So clearly, investment and promotions are topics that have been well discussed on this call rightly so. I think for me, the question on that is just – and you’ve given a lot of great detail. The question is really the step-up in investment that you expect in the back half of the year, which sounds quite strong. Are you seeing the lift in your volumes so far this quarter to give you the confidence on sequentially improving volumes into fiscal Q3 and to get into fiscal Q4 or is it more kind of conceptual? You’ve seen the uplift that these investments have had on certain of your businesses, which is giving you confidence in the back half. So more – are you seeing it versus the confidence piece if that makes sense?

Sean Connolly: Yes. Let me try to kind of re-hit what we touched on our prepared remarks for us, I’m not going to comment on Q3. We’re in Q3, so we’ll stick with Q2. We saw clear evidence in Q2 that where we deployed investment to kind of help the consumer with this process of kind of reengaging in the more typical purchase behaviors, we got the response we were looking for. And because that was real empirical evidence that, of course, inspired confidence that if we do more of that in the second half of the year, we will get a similar type of response. But from a planning posture standpoint, we are not banking on major improvement in the macro consumer environment or signing up for a huge consumer response. So one might interpret that as we’ve got the investment in there, but what we’re banking on in return is conservative.

Look, in this current environment, that’s probably not a bad posture to be in because this volume recovery has been more elongated than people expect. But I think that’s that is a fair characterization of kind of what we’re looking at.

Chris Carey: Okay. All right. Perfect. And one just quick follow-up. You mentioned, I believe, earlier in the call that incentive comp was a favorable SG&A item for fiscal Q2. Is there any way to dimensionalize that for the full year with the lower guidance for the year? That’s it for me. Thanks.

Dave Marberger: Yes. We – really almost all of the delta and SG&A in the quarter was driven from incentive comp. So that really drove the delta in the quarter. We do expect SG&A as a percentage of net sales to be higher in the second half. So it will get our SG&A as a percentage of net sales, close to where it was a year ago. So, there’s some timing elements to this, especially with incentive comp, because it can it really can be a timing item relative to where you were in the prior year in your forecast. But as it relates to Q2, it drove all the variance in SG&A.

Chris Carey: And just to clarify, that SG&A is higher in the back half, excluding advertising spending or with…

Dave Marberger: Yes, that’s excluding adjusted SG&A, which we exclude A&P.

Chris Carey: Great. Okay. Thanks, so much.

Operator: This concludes our question-and-answer session. I would like to turn the conference back over to the company for any closing remarks.

Melissa Napier: So it’s Melissa Napier. We thank you again for joining us this morning for the call, and we’re looking forward to seeing everyone at CAGNY next month.

Operator: The conference has now concluded. Thank you for attending today’s presentation and you may now disconnect.