B. Craig Owens
Analyst · Goldman Sachs
Thank you, Denise, and good morning. I'm going to take a few minutes to walk through our second quarter results and segment highlights, followed by a look at our first half results, and then wrap up with a look at the full year sales and earnings guidance. As Jennifer mentioned, my discussion of results will exclude the impact of all restructuring programs for the current and prior years, as well as the transaction cost associated with the Bolthouse Farms acquisition. So for the quarter, we reported net sales of $2.3 billion, a 10% increase from the second quarter of 2012, reflecting the impact of Bolthouse Farms. Excluding the acquisition impact, organic net sales increased by 1% in the quarter. Excluding restructuring cost, which impacted both the current and prior year quarters, adjusted EBIT increased by 5%, or $349 million. Of the adjusted EBIT increase, 4 points came from adding Bolthouse and 1 point came from growth in the base business, primarily driven by strong earnings growth in U.S. Simple Meals. Adjusted earnings per share were $0.70 this quarter, a 9% increase from the second quarter of 2012. The increase reflected EBIT growth, the benefit of a lower tax rate and fewer shares outstanding, partly offset by higher interest expense related to the acquisition. Our second quarter EPS results exceeded our initial expectations. U.S. Soup consumption performance exceeded our forecast, more than offsetting unfavorable retailer inventory movements and higher marketing spending behind innovation. As you can see on Slide 21, 9 points of the 10% increase in net sales were attributable to the Bolthouse Farms acquisition. Excluding the acquisition, the growth in organic sales reflected pricing contributions of 2 points and a negative impact of increased promotional spending of 1 point. The pricing gains primarily reflected our previous list price increase on U.S. condensed soup and increases in Arnott's in Australia and soup in Canada. The promotional spending variance is primarily due to higher rates of spending in International Simple Meals and Beverages, North American Foodservice and Pepperidge Farm. We continue to invest to remain competitive in all of these businesses. Excluding the impact of current quarter restructuring programs, our adjusted gross margin percentage declined by 160 basis points to 36.8%. The decline was primarily attributable to the impact of the acquisition of Bolthouse Farms, which operates with a lower gross margin structure. Excluding the acquisition, the impacts of cost inflation, increased promotional spending and unfavorable mix were largely offset by productivity improvements and the benefit of higher selling prices. The inflation rate and cost of goods sold was approximately 3% for the quarter. Marketing and selling expense was $297 million compared to a year ago -- sorry, comparable to a year ago. Lower advertising and consumer promotion expenses were offset by higher spending to support innovation efforts, higher selling expenses and the impact of the addition of Bolthouse. Advertising and consumer promotion expense declined by 14%, primarily due to declines in U.S. Soup and U.S. Beverage. While advertising and consumer promotion expense declined in total, we have significantly increased spending behind new product introductions. Administrative expenses for the quarter increased $20 million, primarily due to the acquisition and higher compensation and benefit costs, including a significant increase in pension expense. Below the operating earnings line, net interest expense increased by $5 million. The increase was due to the higher level of debt incurred to fund the acquisition of Bolthouse Farms, partially offset by the favorable impact of lower average interest rates on our total debt portfolio. The adjusted tax rate declined 190 basis points to 31.8%. Primarily due to the benefit of various tax planning initiatives, we recognized lower taxes on foreign earnings in the current year. With the lower tax rate more than offsetting increased interest expense, adjusted net earnings increased by 6% for the quarter. We continue to benefit from our strategic share repurchases in fiscal 2012 as earnings per share increased 9% this quarter, reflecting a decline in diluted shares outstanding. Below the operating earnings line, net interest expense increased $5 million. The increase was due to the higher level of debt, as I said earlier, incurred due to the acquisition. Second quarter segment sales results and the corresponding organic growth rates are shown in the next slide. Sales of U.S. Simple Meals increased by 1%. Within the segment, U.S. Soup sales rose by 1%, driven by gains in ready-to-serve and condensed soup, partly offset by declines in broth. U.S. Sauce sales were comparable to the prior year as gains in Swanson canned poultry, Campbell's canned pasta, Pace Mexican sauce and the introduction of Campbell's Skillet Sauces were offset by declines in Prego pasta sauce and Chunky chili. Our Global Baking and Snacking segment achieved strong organic sales gains, up 6%, with increases in both Pepperidge Farm and Arnott's. The sales increase in Pepperidge Farm was driven by growth across fresh bakery, crackers and cookies. In the bakery business, we benefited from the market exit by Hostess, with volume gains across most of the portfolio. The snacks business had another strong quarter, reflecting solid growth in Goldfish snack crackers and the national launch of Jingos! crackers. Benefiting from a very successful holiday period, we delivered a strong sales performance in cookies. Sales at Arnott's increased primarily due to sales growth across the portfolio on Australia, including savory crackers, chocolate cookies and sweet varieties. Indonesia delivered an excellent sales growth performance for the quarter. Organic sales for International Simple Meals and Beverages were comparable to the prior year. Strong sales gains in Latin America and growth in Canada were offset by declines in the Asia-Pacific region. Sales in Europe were comparable to the prior year quarter as sales growth in France was offset by lower export sales. In Asia-Pacific, sales decreased due to the declines in Australia and Japan, partly offset by growth in Malaysia. Sales for the Bolthouse Farms and North America Foodservice segment were $352 million, with Bolthouse contributing $195 million. Organic sales, excluding the acquisition, declined 10%, comparable with the year -- compared to the year ago. This sales decline in North America Foodservice represents a loss of a major restaurant customer and higher levels of promotional spending at both the distributor and operator levels in order to remain competitive. U.S. Beverage sales decreased 3% in the quarter, reflecting declines in V8 vegetable juice and V8 V-Fusion beverages, while V8 Splash sales increased slightly. The decrease in V8 V-Fusion was primarily due to declines in the existing business, partly offset by the growth in new products, including energy drinks and juice boxes. Operating earnings for U.S. Simple Meals increased significantly, up 10%, to $191 million this quarter as we continue to improve the profitability of the business. The increase reflects strong earnings, gains in U.S. Soup, partially offset by a decline in U.S. Sauce. Within the segment, the benefit of higher selling prices, productivity improvements and lower marketing expense were partly offset by volume declines and cost inflation. The earnings of Global Baking and Snacking increased by 4%, reflecting growth at Pepperidge Farm, partly offset by lower earnings at Arnott's. For the segment, volume gains and productivity improvements were offset by increased promotional spend and cost inflation. Within International Simple Meals and Beverages, earnings decreased by 7%, primarily due to lower earnings in Canada, where cost inflation has outpaced higher selling price, net of increased promotional spending. Operating earnings for U.S. Beverages increased by 9% for the half. Lower advertising expenses, which were largely timing-related, and productivity improvements were partially offset by volume declines and cost inflation. And finally, operating earnings within the Bolthouse and Foodservice segment increased by 7%, or $2 million. The increase included $15 million from the addition of Bolthouse Farms and a significant decrease in earnings from North America Foodservice. Consistent with the sales decline, the earnings decline in Foodservice is driven by customer loss and higher trade spending. We are pleased with the performance of Bolthouse Farms, which is delivering results consistent with our acquisition plan. U.S. Soup sales for the second quarter increased by 1%. Our sales performance was negatively impacted by a decline in retailer inventory levels. Our end market performance, as measured by consumer takeaway, increased about 3%, led by gains in both RTS and condensed soup. As you can see on the chart, our reported sales of condensed soup increased by 1%, driven by gains in eating varieties. Cooking varieties were comparable to the year-ago quarter. Ready-to-serve soup sales increased 8%, primarily due to volume-driven gains in Campbell's Chunky canned soups and the benefit of new items across the portfolio, slightly offset by declines in microwavable soups. Broth sales declined by 12%, primarily due to movements in retailer inventory, following increased shipments in the first quarter to support holiday promotions. For the first half, U.S. Soup sales increased 2%, primarily driven by a 6% increase in ready-to-serve soup. Sales of condensed soups were comparable to the prior year, while sales of broth decreased 1% for the half. U.S. Soup consumer takeaway for the first 6 months was up about 1%. On Slide 28, we look at our market share and category performance based on the past 52 weeks for the U.S. wet soup category. The category as a whole rose 2.2%. During the full year, our sales in measured channels rose by 0.2%, with gains in condensed soup and ready-to-serve cans mostly offset by weakness in microwavable bowls. Campbell's had a 59% market share of the wet soup category, which includes condensed, ready-to-serve and broth. All other branded players collectively held a share of 28%, leaving 13% for private label. These figures represent dollar share and are sourced from SymphonyIRI multi-outlet data. For the first half, we reported net sales of $4.7 billion, a 9% increase from the prior year, primarily driven by the acquisition of Bolthouse Farms. Excluding the impact of the acquisition, organic net sales increased by 1%. The organic sales gains were primarily driven by growth in Baking and Snacking and U.S. Simple Meals, partly offset by declines in North America Foodservice and U.S. Beverages. Excluding restructuring and acquisition transaction cost, adjusted EBIT increased by 5% to $787 million. 4 points, or $29 million of the increase, was attributable to Bolthouse Farms' operating earnings, while 1 point of growth came from the base business, primarily driven by earnings gains in U.S. Simple Meals. Adjusted earnings per share were $1.58 in the first half, an 8% increase from the first half of 2012. The increase reflected EBIT growth, the benefit of lower tax rates and fewer shares outstanding, partly offset by higher interest expense. In the first half, our reported net sales increased by 9%, with the Bolthouse Farms acquisition contributing 9 points. Organic sales, excluding the acquisition, increased 1%, reflecting an increase in pricing of 2 points, partly offset by the negative impact of increased promotional spending of 1 point. You'll note that the detail doesn't add due to rounding. On a segment basis, organic sales growth in Global Baking and Snacking, U.S. Simple Meals and International Simple Meals was partly offset by declines in North America Foodservice and U.S. Beverages. Our adjusted gross margin percentage declined 160 basis points to 37.4% for the half. The decline was primarily attributable, again, to the impact of Bolthouse. The inflation rate and cost of goods was approximately 4% for the half, in line with our expectation for the full year. Marketing and selling expenses decreased by 1% to $551 million. The decline was primarily due to our planned reduction in marketing spend, principally a 14% reduction in advertising and consumer promotion expense, partly offset by the impact of Bolthouse Farm expenses and higher selling expenses. Administrative expense for the quarter increased $37 million due to adding Bolthouse Farms and incurring higher compensation and benefit cost, including increases in pension expense. Below the operating earnings line, net interest expense increased $10 million due to the higher level of debt to fund the acquisition. The adjusted tax rate declined 120 basis points to 31.7%, primarily due to tax planning initiatives, which lowered our taxes on foreign earnings. Consistent with EBIT growth, adjusted net earnings for the first half also increased 5%. Adjusted EPS, benefiting from fewer shares outstanding, increased 8%. Cash flow from operations was $499 million compared with $478 million in the prior year period. Higher cash earnings, including the addition of Bolthouse Farms, were partly offset by increased working capital requirements and higher pension contribution. Capital expenditures of $110 million were up from $97 million a year ago. For the year, we continue to forecast capital spending of approximately $330 million, including capital spending at Bolthouse. As we previously announced, we have suspended the strategic share repurchase program at the end of fiscal 2012 in order to reduce the debt incurred to finance the Bolthouse acquisition. However, we continue to repurchase sufficient shares to offset dilution from equity compensation programs. Net debt rose to $4 billion, an increase of $1.5 billion, due to the acquisition, partly offset by cash generation from the base business. For the first 6 months, the company paid dividends of $366 million, including accelerated payments of the January and April dividends. This total compares with $188 million paid a year ago. This morning, we confirmed our fiscal 2013 guidance. For the year, we continue to expect to grow sales between 10% and 12%, with adjusted EBIT growth of 4% to 6% and adjusted EPS growth of 3% to 5%. Within these ranges, currency is expected to be neutral. We now expect interest expense to increase approximately $20 million, primarily due to the acquisition financing. The tax rate will still be between 31% and 32%. Our guidance includes the estimated impact of the Bolthouse business and excludes the impact of onetime acquisition transaction cost and those costs related to our restructuring programs. The Bolthouse Farms acquisition is expected to contribute approximately $750 million to sales and to add between $0.05 and $0.07 to our adjusted EPS, including the impact of suspending our strategic share repurchase program. Looking at the second half, the acquisition will have a more significant impact on our sales growth rate given our ownership for the full period and given the seasonality of our base business. While we expect EBIT growth to continue in the second half, our EPS growth will be negatively impacted by an unusually low tax rate in the back half of last year, 26% in the third quarter, 30% in the fourth quarter of fiscal 2012. Thank you. With that, I'll now turn it back to Jennifer.