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Executives

Gordon Stetz - Chief Financial Officer, Executive Vice President, Director and Chairman of Investment Committee

Alan Wilson - Chairman, Chief Executive Officer and President

Joyce Brooks - Vice President of Investor Relations and Member of Investment Committee

Analysts

Kenneth Goldman - JP Morgan Chase & Co

Alexia Howard - Sanford C. Bernstein & Co., Inc.

Andrew Lazar - Barclays Capital

Christopher Growe - Stifel, Nicolaus & Co., Inc.

Ann Gurkin - Davenport & Company, LLC

Eric Katzman - Deutsche Bank AG

Eric Serotta - Wells Fargo Securities, LLC

Robert Moskow - Crédit Suisse AG

Thilo Wrede - Jefferies & Company, Inc.

McCormick & Co. (MKC) Q2 2011 Earnings Call June 30, 2011 8:00 AM ET

Operator

Greetings, and welcome to the McCormick's Second Quarter 2011 Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Joyce Brooks, Vice President, Investor Relations for McCormick. Thank you. Ms. Brooks, you may begin.

Joyce Brooks

Good morning to everyone on today's call and to those joining us by webcast. The purpose of our call is to provide an update on our business, review McCormick's second quarter financial results and share our latest 2011 outlook. We've posted a set of slides to accompany today's call at our web site, ir.mccormick.com.

Joining us for the call are Alan Wilson, Chairman, President and CEO; and Gordon Stetz, Executive Vice President, CFO and Treasurer. Alan is going to start with the business review and discussion of the recent business agreements and transactions. Gordon will follow with the review of our second quarter financial results and an update to our 2011 outlook. After that, we look forward to discussing your questions.

As a reminder, our presentation today contains projections and other forward-looking statements. Actual results could differ materially from those projected. The company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or other factors.

In addition, certain information we will present today are non-GAAP measures. This includes annual financial results from 2010 and prior years that exclude items affecting comparability. We present this non-GAAP information for comparative purposes alongside the most directly comparable GAAP measures. Reconciliations of GAAP to non-GAAP measures can be found in the presentation slides for our call.

It's now my pleasure to turn this discussion over to Alan.

Alan Wilson

Thanks, Joyce. Good morning, everyone, and thanks for joining us. Some of you that dialed in on our last quarterly call in March remarked that it was an unusually short call. I don't know that anybody was actually complaining, but in our efforts to exceed your expectation, you'll find this morning's call a little bit longer, since we've got a lot of really good news to report.

The good news starts with our latest financial performance and a double-digit increase in sales and profit for the second quarter. This was accomplished in an economic environment that remains challenging for McCormick, as well as our customers and our consumers. Both our Consumer and Industrial segments achieved a strong sales performance. Through new products, increased distribution and our brand marketing, we were able to offset areas of weakness in certain parts of the business.

On the cost front, we were effectively managing through a volatile and inflationary material cost environment with our pricing actions and through our Comprehensive Continuous Improvement program, CCI, which is now expected to generate at least $45 million in cost savings in 2011.

Following the end of our quarter, we announced 2 agreements: Kohinoor and Kamis, that gave us a leap forward in execution against our emerging market strategy. Let me begin with an update on our sales and profit growth initiatives and then share with you why we are so excited about the news in Kohinoor and Kamis.

As I indicated, one key driver of second quarter sales was our new product activity. In our Consumer business, the U.S. relaunch of our frozen Zatarain’s line with new packaging, new graphics and simpler ingredients, led to a 16% increase in unit sales with 11 of the top 25 grocery customers accepting an average of 6 items. We're rolling out 3 new flavors including Big Easy Rice Bowl and French Quarter Pasta Bake. Unit sales of Recipe Inspirations are up nearly 20% year-to-date in the U.S., which includes the introduction of 6 World Flavors. Also in the U.S., many of you have seen our new Grill Mates varieties of seasoning blends, marinades and rubs, which helped drive a 5% unit increase for Grill Mates in the first half.

In France, we're boosting sales of new products for both our Ducros brand of spices and seasonings, as well as 21 new Vahiné brand dessert items. The new Ducros items include a line of organic spices and herbs, seasoning blends, adjustable grinders and an environmentally friendly refill box; 16 items in total.

Moving to our Asia/Pacific region, Thai Chili Sauce, which we introduced in 2010, continues to grow and will be launched in additional markets in the second half. In Australia, we've introduced One Pot meals to bring together convenience and flavor with dishes like Chicken and Leek Casserole. On the Industrial side of our business, we've maintained a strong new product pipeline across our global regions in support of our food service customers and those food manufacturers we serve. In the Americas, we've increased sales with seasonings for snacks that feature natural ingredients. That's a key McCormick strength. In the quarter, we gained acceptance for new serial flavors and new sauces.

Our Industrial business in EMEA has had a string of quarters with strong sales growth and the second quarter was no exception. A 4% increase in volume and product mix in this most recent quarter included sales of additional Ducros and Vahiné-branded items in the food service distributor channel and several new sauces for quick-service restaurants. We also had recent new product wins with food manufacturers that include flavors for snack nuts and for Mexican meals. Innovative beverage flavors for quick-service restaurants in Asia rounds out the new product activity for our Industrial business. 1/3 of sales growth is expected to come from new products, and we've got a lot on board and in the pipeline to meet this objective. We look for another 1/3 of sales to come from base business growth, which we are driving with increased distribution and effective marketing.

Let me share the latest news, starting with distribution gains. Second quarter sales included incremental Consumer business in the U.S. that we announced in the past 12 months. We've commented previously on our expansion in club stores, and I'm pleased to report that we've expanded 2 of our leading Grill Mates items nationally in warehouse clubs. Also driving growth is a new private label business with a grocery retailer and a leading drug chain that we mentioned earlier in 2011. In recent weeks, we've also won the private label business for a leading dollar store chain, and we'll start to supply these products later in 2011.

In Europe, we're also making great strides with new distribution. In France, you can find our Ducros brand in nearly every grocery retailer except one, which is historically offered only private label. Our sales team has now negotiated acceptance of 55 Ducros items with this retailer. And in Portugal, we recently won distribution of our Margot brand items with a leading discount retailer. Distribution gains continue to drive our business in China as we expand in the new cities and new distribution points including street markets.

Moving to the Industrial business, our distribution gains include the supply of additional regions in the U.S. for a quick-service restaurant customer. We announced this earlier in 2011 and are starting to see the benefit on our top line. In our EMEA region, we're building distribution in food service through our joint ventures in both Turkey and South Africa. And as part of our growth in emerging markets in Asia, we've begun to supply flavor products to support the expansion of a major quick-service restaurant customer in India.

Turning to brand marketing, we have some additional business highlights. During the quarter, we launched a major new marketing campaign for Hispanic consumers in the U.S., our largest to date. This integrated program includes an Asando Sabroso tour, which means grilling with flavor in Spanish, with 26 planned stops featuring product samples, flavor ideas and donations as part of a program to establish scholarships for Latino students. The campaign also includes television advertising on Hispanic networks, regional radio ads and in-store displays and recipes. We've launched the Spanish language website that encourages exploration of new flavors and recipe sharing. This is an important initiative that in the second quarter helped drive double-digit sales growth of our Hispanic products in the U.S. and that we will continue to run in the second half of 2011.

With an increase of 150% in our 2011 social media spending, we're gaining traction with consumers. In the U.K., we launched Schwartz Cooking Club across Facebook, Twitter and YouTube in May, with 71 million ad impressions planned for the next 3 months. In the U.S., our Grill Mates Facebook fans recently grew by 100,000 in a recent 2-week period, gaining an average of about 10,000 new fans a day. We have an event underway where consumers can get their photo posted on a grill on the NASDAQ video screen in Time Square both at Memorial Day and over the Fourth of July. And in the second quarter, we launched the second addition of our Flavor Forecast in China with much fanfare.

To summarize our sales initiative, while we're certainly feeling some impact of higher prices during this period, we're driving sales with innovative products, expanded distribution, and by reaching consumers with marketing programs that build awareness and usage of our great products. Heading into 2011, we were faced with significant cost increases in our raw and packaging materials. Midway through the year, we're seeing further increases in some material costs, including commodities we use in our industrial products such as soybean oil, dairy ingredients and wheat. While our pricing actions have provided an important offset in 2011, of equal importance, our efforts to improve productivity and reduce cost through our CCI program. Our teams throughout McCormick have made excellent progress in 2011, and we now expect to deliver at least $45 million in cost savings from this program. Gordon plans to provide some additional remarks on our latest outlook for the impact of CCI, pricing, cost inflation and the impact on our gross profit and gross profit margins in 2011.

On June 1, we were pleased to announce an agreement to form a joint venture with Kohinoor Foods Ltd. to market and sell branded basmati rice and food products in India. McCormick will invest $115 million for an 85% interest in this new joint venture. Basmati rice is a cornerstone of Indian cuisine, and Kohinoor is a leading brand with more than a 15% share. With sales of $85 million, this business has an extensive distribution network, a 350,000 retailers and the ability to scale to a national brand in India. Sales of Kohinoor have been growing at a double-digit pace. Consumers in India, view basmati rice as a premium item and have been shifting their purchases toward branded basmati rice.

In addition to expanded distribution, we'll work to grow sales and profits of this business by developing new products under the popular Kohinoor brand through consumer marketing and by applying the latest food technologies and global best practices to this joint venture. Kohinoor is a great next step for McCormick, which builds upon our other investments in India and offers a new avenue for growth.

Earlier this week, we signed an agreement with the owner of Kamis to purchase 100% of the shares of this business for approximately $291 million. Kamis is a strategic acquisition for McCormick that establishes a foothold in Eastern and Central Europe and is an excellent complement to our leading brands in the U.K., France and other parts of Western Europe. Kamis is a brand leader in Poland, with more than $100 million in annual sales. The brand has category shares in Poland of approximately 45% in spices and seasonings and 30% in mustard, as well as subsidiaries in Russia, Romania, the Ukraine and exports into a number of Central and Eastern European countries.

More than 1/3 of consumers in Poland purchase seasonings at least every 2 weeks. Across its entire portfolio, Kamis is growing sales at a mid-single-digit rate. Established in 1991, this business has a modern production facility near Warsaw and about 1,250 employees. Upon closing, Kamis will report into Malcolm Swift, our President of Europe, Middle East and Africa. Our growth plans for this business include product innovation, building brand marketing support, introducing certain products that we offer in other European markets into some of the Kamis markets and expanding the Kamis brand into other Central and Eastern European markets.

Between these 2 deals, our business development team has been really busy and with great results. And our integration teams are formed and well underway. My congratulations to them. It was just 4 years -- 4 months ago at the CAGNY conference where I shared with you a goal to build our percentage of sales in emerging markets from 9% in 2010 to 12% by 2015. With Kamis and Kohinoor, we expect more than 12% of McCormick's 2012 sales to come from emerging markets.

Before I turn it over to Gordon for a closer look at the second quarter and review of our latest outlook for the year, I'd like to acknowledge the achievements of all McCormick employees around the world. They are behind our second quarter performance and success with our growth initiatives, whether it's new product development, distribution wins, CCI activity or these latest acquisitions. I applaud their efforts, and I'm really proud to be part of this excellent team. Gordon?

Gordon Stetz

Thanks, Alan, and good morning, everyone. Today's announcement of our second quarter sales and profit performance demonstrates the strength of our brands and the effectiveness of our CCI program. We are particularly pleased to be delivering year-to-date high performance across most of our operating units. Let's start with a closer look at top line results. There has been a lot of interest in our pricing activities, so let me begin with a few general remarks and then move into a discussion of our 2 segments.

In response to higher raw and packaging material costs, we began to implement pricing actions early in fiscal year 2011. In the second quarter, pricing added 3% to our sales growth -- all right, let me correct that, in the first quarter, pricing added 3% to our sales growth. In the second quarter, our pricing actions were more fully in place for our Consumer business, and we continue to pass-through higher costs with increases to industrial customers. As a result, pricing added nearly 5% to second quarter sales. Keep in mind that as we head into the third quarter of 2011, we will begin to lap some significant pricing on pepper that was taken in August 2010.

As indicated on Slide 14, in the Americas region, Consumer business sales were up 9%. Our pricing actions accounted for 7% of this increase, and we grew volume and product mix by 2% in the quarter. This increase was led by authentic regional cuisine in the U.S. and dry seasoning mixes and Billy Bee Honey in Canada. Unit sales of Zatarain's branded products rose 16% as a result of distribution gains for frozen products and incremental marketing behind the brand. We grew net sales of Hispanic items in the U.S. at a double-digit pace through our direct store delivery system in Western markets and the campaign Alan described.

For many of our other products, we believe the emphasis by certain retailers on private label limited our sales growth during this period. We are responding to this environment by analyzing and adjusting our promotional activities, launching differentiated new products and ensuring we have good distribution of our products, both brand and private label, in all channels.

Consumer sales in EMEA increased 10% and in local currency rose 2%. In this region, pricing of 4% was offset in part by a 2% decline in volume and product mix. This was an improvement from a 6% decline in volume and product mix during the first quarter. What we saw in this most recent period were mixed results. Sales of our Ducros and Vahiné brands in France benefited from new product introductions and product distribution. Increases in developing markets related primarily to distribution gains.

In the U.K. and the Netherlands, we experienced volume and product mix declines. In these countries, consumers remained under pressure and a competitive retail environment has led to aggressive actions with private label items in many categories. As stated in the first quarter, we are addressing this situation by: first, redirecting a portion of brand marketing support to emphasize the value of our products; second, accelerating new product activity to differentiate from private label; and third, working to improve our in-store merchandising.

In the Asia/Pacific region, Consumer business sales rose 23% and in local currency were up 13%. The result this quarter was led by China, where we grew sales, volume and product mix with our efforts to introduce new products and expand distribution geographically and into additional retail channels. This pace of growth in China is on top of a double-digit sales increase in the second quarter of 2010.

Operating income for our consumer business was $77 million, a 13% increase from the second quarter of 2010. We achieved this increase largely through higher sales and CCI cost savings. Recall that in the second quarter of 2010, we increased our brand marketing by 18% to support the launch of Recipe Inspirations and Perfect Pinch in the U.S. This year, we maintained nearly the same level of spending with incremental marketing support behind Zatarain’s and Hispanic products in the U.S., as well as social media activity in a number of markets.

Let's take a look at the sales performance for our Industrial business by region on Slide 15. In each region, we have taken pricing actions with our industrial customers to pass-through increased material costs, and we expect this pattern to continue for the next 2 quarters. Industrial sales in the Americas grew 9% and in local currency were up 8%, with similar increases in volume and product mix and in pricing. Volume and product mix this period was driven by new products and increased demand by food manufacturers for snack seasonings, cereal flavors and other products. We continue to see a robust pipeline of new products that include simple ingredients, a healthier profile and ethnic flavors. Also in the Americas, sales to the food service industry were comparable to the second quarter of 2010. We have stronger sales to quick-service restaurants that included new products and expanded distribution, but saw some weakness this period in the sale of branded food service items.

In EMEA, our Industrial business posted yet another quarter of strong sales growth. We grew second quarter sales 13% and in local currency, 7%. Volume and product mix drove this increase, as well as our pricing actions. Demand from quick-service restaurants continues to be the key sales driver in this region. We saw particular strength in the sales of products that we manufacture in our facilities in Turkey and South Africa. In fact, we just increased production capacity in our consolidated industrial joint venture in Turkey by 26%.

In the Asia/Pacific region, Industrial business sales rose 21% and in local currency, 12%. This increase builds on a 13% increase in the second quarter of 2010. It is also a sequential turnaround from the first quarter of 2011 when sales were affected by the emphasis on certain menu items by our quick-service restaurant customers. This quarter, we benefited from some new products for these customers, along with support for their business-building activity in India.

Across all regions, operating income for our Industrial business rose 10% from the year-ago period to $32 million in the second quarter of 2011. This increase was driven by higher sales and CCI cost savings. We were able to improve our operating profit margin through CCI and a shift in mix toward more value-added products, achieving 8.4% in the second quarter. We were pleased with this improvement, given the downward pressure on margins that is created by our pricing protocol in an inflationary environment in which we adjust prices dollar-per-dollar to reflect changes in material costs.

For the total business, second quarter operating income rose 12% from the year-ago period, following a 12% increase in the first quarter. Operating income margin was up slightly from last year at 12.4%. Gross profit margin on the other hand was down 120 basis points. This was a reversal from 130 basis point increase in the first quarter.

Heading into the first quarter, we had some lower cost inventory in the system and didn't experience the full effect of higher material costs. By the second quarter, a greater impact of higher material and packaging costs had worked their way into our cost of goods sold. We succeeded in offsetting the dollar impact of higher costs with our pricing actions and CCI cost savings. However, the net effect of these factors caused gross profit, as a percent of net sales, to decline in the second quarter.

McCormick employees are achieving excellent results with CCI, and we have increased our projected cost savings for 2011. However, material costs continue to escalate. From our initial cost inflation estimate of 7% to 8% for the year, we are seeing further increases into the second half of our fiscal year. While we expect pricing actions and CCI cost savings to continue to offset the dollar impact of higher costs, we also expect a decline in gross profit margin to continue into the second half.

SG&A rose 5% from the second quarter of 2010, but as a percentage of sales, was down 140 basis points. The tax rate was in line with our guidance at 31.1%, up slightly from 30.2% in the year-ago period. Keep in mind that for the next 2 quarters of 2011, we will be comparing to a third and fourth quarter in 2010 that both had very favorable tax rates.

As projected, income from unconsolidated operations was down slightly in the quarter. The primary reason for the decline was the impact of higher soybean oil on our joint venture in Mexico, where mayonnaise is a leading item. The fundamentals of our joint venture's performance remain solid, including aggregate sales growth of 24%, of which about half is due to the incremental impact of Eastern condiments in India, which is performing right on plan and half from increases across our other joint ventures. At the bottom line, as shown on Slide 17, earnings per share was $0.55 compared to $0.49 in the second quarter of the prior year. This $0.06 increase came from higher operating income.

I'd like to turn next to the balance sheet and cash flow. During the quarter, we spent $39 million to repurchase 807,000 shares at an average cost of $48.32. At the end of May, $270 million remained on our $400 million share repurchase authorization. In mid-May, we curtailed our share repurchase activity in anticipation of our acquisition activities. We expect to use a combination of cash and debt to finance our recently announced transactions.

Net cash flow from operations was $36 million for the first 6 months of 2011. This is down from $65 million in the year-ago period. Net increase -- net income has increased in 2011, and we have improved our receivables collections. However, as we saw in the first quarter, inventory has increased since our 2010 fiscal year end. This increase is driven in part by higher material costs, currency impact and inventory positions. The higher cost of raw and packaging materials mean that the inventory we hold also has a higher cost, which accounted for about one quarter of the increase versus the year-ago inventory balance. The impact of currency added another 20% of increase. And as we mentioned last quarter, in response to world events and potential supply issues, we are currently holding certain positions of spices and herbs to assure a steady supply of high-quality products for our customers. This accounts for more than half of the remaining increase.

In the face of these increases, we are very focused on lowering our inventory levels. One initiative currently underway is the implementation of new inventory management processes in North America. Once we fully implement this system and begin to drive reductions in our inventory in North America, we will turn our attention to implementing those new processes in other parts of our business. Given our current inventory level, the continuing cost pressure and the importance of holding strategic inventory in this environment, we are not likely to reach the goal set in April 2010, which is to reduce our cash conversion cycle by 10 days by 2012. We achieved the reduction of 3 days in 2010, but do not expect to see further progress in 2011. Be assured that activity to improve our working capital continues. We remain committed to improving our cash conversion cycle, and we'll revise the goal once we have better visibility in this volatile cost environment.

I'm going to wrap up our remarks with our latest financial outlook for 2011. During my review of McCormick's second quarter results, I provided some comments about certain aspects of our projections for the balance sheet of -- balance of the year as they relate to our existing business. Let me summarize this outlook and then incorporate the impact of the 2 transactions that Alan discussed.

We are including them in our guidance at this time, because we have a high degree of confidence they will be completed later this quarter, most likely by the end of the third quarter. So on Slide 19, starting with our base business, we are reaffirming expected sales growth of 5% to 7% in local currency. Although at this point in the year, we are seeing more of a shift toward pricing within this range. Another 1% of growth is expected in incremental sales, with 3 months of the Kohinoor and Kamis businesses. This takes our sales growth outlook in local currency to 6% to 8%. Based on prevailing currency exchange rates, the impact of foreign currency is now expected to add 2% to sales, up from our earlier estimate of 1%.

Turning to earnings per share on Slide 20, we began the year with a $2.80 to $2.85 range. We are reaffirming this range for our base business. This may seem overly conservative given the double-digit increases achieved in each of the first 2 quarters. However, we remain cautious about the impact of the global economy on our consumers and on our retail and industrial customers. In addition, as I stated earlier, we are facing further increases in material costs. While we do not typically comment on specific quarters, I have a few quick remarks on the third and fourth quarters of 2011 and ask that you keep in mind for any financial projections.

As I mentioned earlier, we had some significant tax rate variances that boosted earnings per share in both the third and fourth quarters of 2010. In the third quarter of 2010, we recorded the reversal of a significant tax accrual, which increased GAAP EPS by $0.10 to $0.76 but was excluded from our adjusted EPS of $0.66.

In the fourth quarter of 2010, a favorable tax rate added $0.09, which was included in EPS of $0.99. Another thing I'd like to point out, based on our marketing plans for the third quarter of 2011, we expect to increase brand spending by at least $6 million as we continue our Hispanic campaign, add incremental support for Zatarain’s and emphasize a brand value message to consumers.

Now to update our 2011 earnings per share for the anticipated impact of the 2 transactions. We expect to report approximately $9 million in acquisition-related costs related to Kohinoor and Kamis, which will lower 2011 EPS by $0.06 to $2.74 to $2.79. As for the timing of these acquisition-related costs, $2 million was recorded in SG&A in the second quarter, which lowered EPS by $0.01. We expect to complete these transactions in the next few months and record the remaining $7 million in the third quarter, which is projected to lower EPS that quarter by $0.05.

Any fourth quarter impact for profit from these businesses should be minimal due to initial integration costs and planned investment spending. For fiscal year 2012, both businesses are expected to be accretive, adding an estimated $0.07 to $0.09 to EPS. While we plan to call out the acquisition-related costs in our guidance and will highlight them in our financial results, we do not plan to report them as non-GAAP expense, as we view these types of acquisitions and joint ventures as an integral part of our strategy.

I hope that my remarks in the previous press releases that we have provided the information you need as you evaluate these transactions and our latest outlook. Joyce is available after our call should you need help with additional details.

On Slide 21, we have summarized our latest guidance, which includes the sales growth and earnings per share, along with CCI savings of at least $45 million. We continue to expect a decline in gross profit margin and an increase in our marketing expense that is in line with sales, even at the higher growth rate. Our outstanding shares are likely to be flat rather than down 1% as we have curtailed repurchases pending cash outlays for the new acquisition and joint venture.

Let me summarize. This is an exciting time for McCormick. We have delivered excellent financial results for the first half of the year, results that are in line with or ahead of our goals for 2011. Following double-digit profit growth in the first half, our outlook for the full year is tempered a bit by the current economic and input cost environment. But we fully expect our new products, upcoming brand marketing and latest distribution wins to maintain momentum for our business and lead to a solid second half performance.

Accelerating this momentum as we head into 2012 are some excellent additions to our global portfolio of leading brands. We look forward to completing these agreements and moving forward with the integration and growth of these businesses.

Thank you for your attention. And operator, let's take the first question.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question is coming from the line of Ken Goldman of JPMorgan Chase.

Kenneth Goldman - JP Morgan Chase & Co

To supported brands you talk about or your brands, McCormick adjusting your promotional activities. Is that just promoting more? Is it a broader adjustment than that? I know you touched on this a little bit in your comments, but if you could provide some color there, that would be useful, I think.

Alan Wilson

Yes, sure. What we're doing, as Gordon pointed out, is a little bit of a shift from second quarter last year to third quarter where we're up spending more against some of our -- the newer products that are hitting. So we're going to have an incremental spend. The second thing that we're doing is our promotional spending is going to be fairly similar. But we're going to emphasize the value of our business to consumers as they're under pressure. So it's more of a message as opposed to just increasing the promotional spend.

Kenneth Goldman - JP Morgan Chase & Co

And can you talk a little bit about the pricing environment for private label right now? Another private label manufacturer, not in the spices, but recently cited some unusual pushback from its customers. I'm curious if that's something you're experiencing too or whether it's different in your categories.

Alan Wilson

It's been a little different in our categories mainly because we took our pricing earlier and have really strong justification. I would say similar to what you've heard from other companies, both in brands and private label, you have to really be pretty descriptive on what's happening with cost in order to get pricing approved these days. But we had very good justifications we went in. Now I will say in terms of private label pricing on the shelf, we still have not seen in every segment private label passing through the increased cost at this point.

Operator

Our next question is from the line of Andrew Lazar of Barclays Capital.

Andrew Lazar - Barclays Capital

Gordon, I was hoping maybe you could just give us a little bit more color around the year-over-year change in gross margin in terms of -- we know part of that was just the dynamic around the higher pricing, which impacts the margin percentage. But any color around the underlying change year-over-year in the margin, whether it be to the mix of your businesses, which I know can impact margin quite a bit and things to that nature would be helpful.

Gordon Stetz

Yes, as we described in the script, Andrew, we were able to cover the dollar increases through pricing or CCI. And so the math is such that when you're just covering the cost increases, the margin points will start to decline. You can see both businesses, Consumer and Industrial, grew at similar rates. Industrial is slightly higher than Consumer. So it was not a huge mix impact. It really was a function of the math as it relates to the increases that we were trying to cover through pricing and CCI.

Andrew Lazar - Barclays Capital

Great. And then I guess, as I think about your business in the -- from a margin perspective, I know that you had obviously a big increase in the first quarter as cost hadn't kind of fully flowed through, you're seeing that impact now. And if I missed this, I'm sorry, but you talked about originally the 7% to 8% input cost inflation this year with some increases still coming in the back half. Has that 7% to 8% been updated to be greater at this point for the full year, or is it still 7% to 8% just with more of that inflation coming in the back half?

Alan Wilson

Yes. As you saw in our comments, we're upping our CCI because our teams have been very, very good at delivering that, but that's really going to offset greater increases than anticipated. We haven't put out a specific number, but I can say that, that 7% to 8% is going to be higher. And to give a broad range, I'd say it's approaching more high-single digits. And we're offsetting that through the CCI activities that we described earlier.

Andrew Lazar - Barclays Capital

Great. And last thing would just be on the Industrial side, I know a couple of years ago, you adjusted sort of the way that you're able to sort of pass-through pricing to make it smoother, if you will, or to manage through more volatile environments a bit better there. It seems like that's sort of playing out the way that you would hope through this more volatile environment, but any perspective there would be helpful as well.

Alan Wilson

Yes, sure. On -- this is Alan. We are -- our protocols are working for the market basket of commodities like soybean oil and flour and those sorts of things. Where we have a little more negotiation and aren't necessarily part of the protocols is kind of all other stuff like packaging and minor ingredients, which we are also seeing increase. So those, we're chasing a little bit more -- there's more of a delay in those as opposed to the raw commodities where we collaborate. But I would say we're pleased that we have the ability to work with our customers on passing those through.

Operator

Our next question is from Alexia Howard of Sanford C. Bernstein.

Alexia Howard - Sanford C. Bernstein & Co., Inc.

Can I ask a little bit about the new inventory management process that you referenced? I think that might have been linked to your efforts to secure supply in certain areas. Could you tell us a little bit more about where the biggest areas by product, by region, where you've had to take those extra steps to secure supply?

Alan Wilson

Well, certainly, as we saw some of the unrest in the Middle East, we buy a lot of herbs out of places like Egypt. We increased our inventory to make -- to assure supply. And so there is some of that. The other thing that as we see commodities rising from time-to-time, we're taking longer positions of spices to try to offset as much as we can. What we see are higher prices. And that's just a pattern of what we do. So we're pretty balanced. I think what you're seeing in the inventory levels is a combination of higher costs, some strategic positions to help offset future costs and then some inventory for -- to make sure we have supply assurance in the case of some unrest.

Alexia Howard - Sanford C. Bernstein & Co., Inc.

Okay. And then just a quick follow-up. Last quarter, I think we saw very sluggish sales growth in the Asia/Pacific region for the Industrial business. But this quarter, it seems to have rebounded nicely. I think you mentioned innovative new flavors and beverages. Are we likely to see that kind of lumpiness going forward amongst those quick-service restaurants, or do you think you're now on much more of a steady trajectory here?

Alan Wilson

I would expect to see a more steady trajectory, although that is one of the things that we're subject to what our customers are driving. And what we saw in the first quarter is customers were driving more core menu items and focus there. But as they've headed into an innovation cycle, which we expect to continue, we see the benefit of that. A lot of our growth is built on those product innovations in -- especially in China.

Alexia Howard - Sanford C. Bernstein & Co., Inc.

Great. I'll pass it on.

Alan Wilson

Okay, thanks a lot.

Gordon Stetz

Thank you.

Operator

Our next question is from Eric Serotta of Wells Fargo investments.

Eric Serotta - Wells Fargo Securities, LLC

I'm wondering whether you could provide a little bit of additional color on the areas of the business where you're seeing increased retailer emphasis on private label. I realize it's in Americas consumer you highlighted, but is that in core herbs and spices? And maybe you could provide a little bit color around that.

Alan Wilson

Yes, it is around core herbs and spices, and it's predominantly in the U.S., the U.K. and a little bit in Canada. But most of our products aren't duplicated in private label. It's about -- and it's pretty focused on the top 10 or 15 items in core herbs and spices. But what we have seen so far this year, our retailers holding the line on pricing, largely in private label, even though the cost have gone up. Now we expect over time, as we've seen in the past, those 2 eventually flow their way through. But I would say the most aggressive market for private label, and has been for a long time is the U.K. The U.S. continues to be a good market for private label, but we've held our own in share with our brands. But it is just a few items that are duplicated in the stores.

Eric Serotta - Wells Fargo Securities, LLC

Okay. And could you talk a bit about the incremental cost pressures that you're seeing in the second half? Where -- what types of inputs are you seeing that in because there's a good deal of your inputs where there is frankly not a lot of transparency or visibility, things like pepper or garlic. We don't have quite the read that you guys do, obviously. Where are the -- where are you seeing the input cost inflation or the incremental input cost inflation as we enter the second half?

Alan Wilson

It's predominantly around the agricultural commodities. And the biggest impact for us is pepper, both black, white and red. And so we're continuing to manage that. We're seeing some relief in garlic later in the year as the new crop comes on. But pepper is more than offsetting that. We're still seeing, and I think we will for awhile, we're still seeing some of the more published commodities, which you do have transparency on in flour, in soybean oil, stay pretty high. So those are all kind of flowing their way through. I would say packaging is still -- we're seeing inflation in packaging as well.

Eric Serotta - Wells Fargo Securities, LLC

And lastly, when do you expect to start to see some of the benefits from the new inventory management processes that you have in place to offset some of the headwinds that you talked about on the inventory side?

Gordon Stetz

Well, this is Gordon, Eric. Our team is working very hard with the new module and the new processes. We've put a new organization in place just recently in this year. So we're going to see where we stand at the end of this year and evaluate the progress that's been made and give you more clarity. I can say that as a company, we're working very hard on improving our management of inventories. And I know our teams are very dedicated to doing that. The volatility of the cost environment has made projections on this pretty difficult. So we've decided to just give you a heads-up as we did in the conference call script on new timing of our goal for cash conversion cycle. We'd like the teams to work through this a bit and then at year end, we can update you.

Eric Serotta - Wells Fargo Securities, LLC

Okay. I'll pass it on.

Joyce Brooks

Thanks, Eric.

Gordon Stetz

Thanks, Eric.

Operator

Our next question is from the line of Thilo Wrede of Jefferies & Company.

Thilo Wrede - Jefferies & Company, Inc.

My first question was regarding your updated guidance. There were a lot of moving parts. You're taking it up, the top line, by a percent because of the acquisitions, another percent because of FX. But then there are integration costs and different share count. So when I put all these parts together, my impression is that the underlying business, the like-for-like business is maybe slightly weaker than you previously thought?

Gordon Stetz

No, I wouldn't -- that's not the takeaway. I would be careful in doing that. Really, the headline messages is, we are reaffirming. There's a number of these puts and takes between a share buyback and other items. But in the end, it's the range that we're providing here so. We're reaffirming the range and the only assurance that we're really indicating at least earnings per share at the acquisition-related costs.

Thilo Wrede - Jefferies & Company, Inc.

Okay, that's helpful. And then the -- at the current inflation levels that you're looking at your input costs, if you look out into fiscal '12, would you expect the rate of increase of the year-over-year inflation to be better or worse than what you're seeing right now?

Gordon Stetz

Well, it's early to call 2012, but we would not -- we would expect to see higher prices and some continued inflation, but not at the level that we've seen this year.

Thilo Wrede - Jefferies & Company, Inc.

So with the inventory management that you are working on this run rate of inventory being about 17% of sales, that should definitely come down late this year, early next year?

Gordon Stetz

Well, again, we're working hard on managing our inventories and the volatility environment is such that we're reluctant to give you a specific projection on that. We would expect to start to see underlying improvement in particular in our finished goods area as we progress through the end of this year and into next year. But in total, inventory, given the cost environment, we want to assess that at year end and come back to you with a specific projection.

Operator

Our next question is from the line of Chris Growe of Stifel, Nicolaus.

Christopher Growe - Stifel, Nicolaus & Co., Inc.

I just had a couple of questions for you here. The first one, in relation to your cost increases for the second half, similar to an earlier question, are those primarily coming through in Industrial and primarily, therefore, in sort of pass-through costs? Or is it sort of across the board, or is it even more of your Consumer business related too? And then talk about the second half inflation here.

Gordon Stetz

It's fairly balanced. We're seeing across both of our businesses. I mean, Alan referred to some of the headline commodities that impact the Industrial business mostly, and you can see follow those and see those. But as we indicated as well, we're seeing it in packaging and pepper, so it's -- we're feeling the pressures across both businesses.

Christopher Growe - Stifel, Nicolaus & Co., Inc.

Okay. And are you -- so the given incremental inflation, is there more pricing to come or -- and I guess I'm really looking more at the Consumer business or the idea just to use the CCI savings to offset that and not actually bring it to the consumer?

Gordon Stetz

Yes. Pricing is the last lever that we want to pull, and we're evaluating whether there will be additional pricing actions. Right now, we haven't made any decisions on that. But the first thing that we attempt to do is to offset it with productivity. And so that's our objective. We're not at a point yet to declare whether we're going to take additional pricing in the year.

Christopher Growe - Stifel, Nicolaus & Co., Inc.

Okay. And just 2 quick ones. First one, just to be clear on that, $6 million increase in the third quarter, that's not incremental, that's sort of part of the full year plan, just happen to be a little bit more weighted to the third quarters. Is that the way to say it?

Gordon Stetz

Yes. That's the way to think about it. Our second quarter advertising spend was roughly in line with last year. Our third quarter advertising spend is going to be up a little bit compared to last year.

Christopher Growe - Stifel, Nicolaus & Co., Inc.

Okay. And then my final question, just to understand -- I guess, really a question for Gordon. You had a couple of acquisitions here, couple of good sized ones with that. Your balance sheet though looks it will still be in pretty good shape. So is it -- you just curtailing share purchase. Is that sort of done for this year? I guess when I start looking at my cash flow projections and where the balance sheet stands, I would argue you could do that -- you could get back to repurchasing shares in 2012. But I want to understand kind of where you want the debt EBITDA or your debt levels to stand here going forward?

Gordon Stetz

While we manage to a debt-to-EBITDA range of say, 1.5% to 1.7%. And we expect to be higher than that by year end. So for the moment, we are curtailing our share repurchase. Again, we'll reevaluate this at year end as we look into cash flow and projections next year and determine whether or not it's appropriate for us to go back into the share repurchase market.

Operator

Our next question is from the line of Ann Gurkin of Davenport & Company.

Ann Gurkin - Davenport & Company, LLC

Just wondering if you would comment on current consumer behavior trends in the U.S. Are consumers eating more at home, changing their purchase patterns, any kind of update there?

Alan Wilson

Yes, we're not seeing -- we are seeing consumers continue to eat at home and we're seeing some softness in the food service sector, which is impacting our Industrial business a little bit. We're seeing a little bit of a different pattern than we saw in 2008 and 2009, where we saw a significant growth in dry seasoning mixes during then. And what we're seeing now is more flat dry seasoning mixes. So there may be a little bit of that change. Certainly, everything we're hearing from customers that consumers are buying closer to when they need the products, they're spending less on their trips because they're trying to manage through that and buying a lot closer to paydays.

Ann Gurkin - Davenport & Company, LLC

Okay, and then congratulations on all your acquisition. Are there any opportunities for cross-selling or bringing products to different markets? Are you that far along yet in the stat analysis?

Alan Wilson

Absolutely. We go into -- into these with the idea that we've got great products in all of our markets and that we want to bring those products to new consumers wherever they are. And that's really what we've done with all of our acquisitions. We'll do things like we did with Ducros, with Grinders, and bring those around the world. We're doing the same thing with Slow Cookers. So we see great opportunities with these new countries and new channels of distribution to bring innovative new products to them.

Ann Gurkin - Davenport & Company, LLC

That's great.

Operator

Our next question is from the line of Rob Moskow of Credit Suisse.

Robert Moskow - Crédit Suisse AG

Actually, just 2 questions. One, is there anyway to quantify all of these distribution gains that you have in the Americas? And what I'm trying to get at is maybe this is like a gift that keeps on giving for a few more quarters, you mentioned Hispanic items in the West, I think Billy Bee Honey in Canada, is there anyway to quantify these things? And then lastly, just in the language of the press release, in the Americas you said you're adjusting your promo activities. In the EMEA, you're redirecting brand marketing support. It sounds like you're kind of course correcting in the middle of the year, but the first half was a good first half. Your volume is up, your pricing is up. So what's causing you to have to make these changes in the middle of the year? And are they disruptive, or is the trade asking for them? What -- maybe you can just help me understand exactly what's changing and how significant it is?

Alan Wilson

To answer the first question, it's kind of hard to specifically quantify the impact of the new distribution. But as they come on, there is certainly a gift that keeps on giving because we'll keep lapping the impact of the new distribution and our objective is to keep growing the business as we get new distribution. So we think that will -- but we've taken that into account with our sales guidance. In terms of the course correction, I would say it's more we're adapting our programs to the environment and specifically in the U.K. where we're not getting the volume growth that we would like to see. Well, I agree, we've had a good first half to the year. But I would say it's more tweaking and changing our mix than necessarily a big course correction in the middle of the year.

Robert Moskow - Crédit Suisse AG

In the U.S., what's changing?

Alan Wilson

In the U.S., we're continuing our programs. But we're going to keep emphasizing the value of our products on meals.

Operator

Our next question is from the line of Eric Katzman of Deutsche Bank.

Eric Katzman - Deutsche Bank AG

I guess, couple of questions. Gordon, can you say what the new run rate on the interest expense should be with roughly, I guess, $400 million or so leaving the building for the 2 acquisitions?

Gordon Stetz

Well, we're in the process of evaluating our new capital structure, as you see, it's potentially going to the debt markets. So I guess I'd prefer for us to have that activity done before I give a specific number. But I mean, you can look at incremental $400 million in the current rate environment and obviously, it will be a mix of what's available in the medium term and commercial paper. So using the incremental $400 million and some rates there, that's probably the best rate. We also have cash available overseas that we will be using to fund it. Approximately $200 million exists overseas already, and we'll be using that to help fund the acquisitions as well.

Eric Katzman - Deutsche Bank AG

Okay. And the $2 million transaction cost in the quarter, and I guess you're going to have another one in the third quarter, I assume on the segment basis, that's all run through the Consumer business?

Gordon Stetz

Yes. We're -- the vast majority will run through the consumer, yes, because these businesses are largely Consumer businesses.

Eric Katzman - Deutsche Bank AG

Okay. And then getting back to just last, the $200 million overseas, maybe I'm just missing something, but you only have $48 million of cash on the books?

Gordon Stetz

Yes. Well, we periodically pull that back on a loan basis. So we carry higher commercial paper balances on average throughout the year. But periodically, we pull that back to pay that down. So there is an amount of cash overseas of about $200 million.

Eric Katzman - Deutsche Bank AG

Okay. All right. And then Alan, I'm kind of wondering if you could just comment a bit because I'm just kind of struck by -- when you go through and I appreciate the detail on the 2 acquisitions, but I'm just kind of struck by the difference. In the Kohinoor, one in India, you paid -- even adjusting for the 15% interest that you don't have, you paid, call it, 1.5-plus times, it's growing at a double-digit rate. But I guess it's just going to be a couple of pennies accretive, which I guess points to it being a pretty low-margin business versus the Polish business, you paid close to 3x sales, it's growing at a decent rate, but it's materially accretive given that. So I mean the sales aren't all that different between the 2 businesses. So is it -- maybe it's just as simple as just a difference in the margin, or is -- or are you planning on spending more back into one versus the other, maybe if you could just kind of help me with that?

Alan Wilson

Yes. The business in India is a business that's going to see investment business spending as we drive and grow that. We're excited about that market, and we're making the investment for the long-term growth. Eastern Europe, which is a more developed market, we are going to invest, we're going to bring new products. But there -- but it's not to the degree of what we will see in India.

Eric Katzman - Deutsche Bank AG

And I guess, I think the Polish business, that was an auction. But was the India one an auction, or was that just based on your connections?

Alan Wilson

It was based on a long-term relationship that we've had with the family that owned it and an ongoing discussion with them and -- to maintain a long-term partnership. That, as you know, it's a joint venture which we're very, very happy to be able to do. And in Poland, it's an outright acquisition.

Eric Katzman - Deutsche Bank AG

Okay, and then last question, it just seems -- I don't remember how asked this, but somebody asked about China. And I was thinking more on the consumer side. A couple of years ago, you had to go through like a reset of the product lines. And I think you actually had even to cut back on SKUs. But it seems like over the last few quarters or so that, that business has gained a lot of traction. I mean, my guess is it isn't really big in the scheme of things. But are you just -- like have you kind of hit on a new structure or formula over there or a new distributor that seems to be working?

Alan Wilson

Well, what we've continued to do is bring new products to the market, and that's been a help. And a lot of our growth has been as we expand more of a direct presence into other cities, that's helped. Whereas in the past, what you're talking about is we were in the soybean oil business in China through distributors, and we found that, that wasn't the right business mix for us. So we've refined the mix and feel that we have the right products. We still see opportunities for innovation, but more along expanded distribution and expanded our presence into other markets or other cities.

Eric Katzman - Deutsche Bank AG

Okay. I'll pass it on.

Joyce Brooks

As we're running past 9:00, I think we'll end it here, and I'm glad to take any calls afterward. Thank you for participating in the call today. Through July 7, you can access the replay of the call at (877) 660-6853. The account number for the replay is 309, and the ID number is 372710. You can listen to a replay also on our web site later today. I welcome any additional questions you have. You can reach me at (410) 771-7244.

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