Gary M. Rodkin – President, Chief Executive Officer and Director Christopher Wright Klinefelter – Vice President-Investor Relations John F. Gehring – Chief Financial Officer and Executive Vice President Tom McGough – President, Consumer Foods Paul T. Maass – President-Private Brands and Food Service Businesses.

Andrew Lazar – Barclays Capital, Inc. Bryan D. Spillane – Bank of America Merrill Lynch Jonathan P. Feeney – Janney Montgomery Scott LLC Akshay S. Jagdale – KeyBanc Capital Markets, Inc. Thilo Wrede – Jefferies LLC Jason M. English – Goldman Sachs & Co. David S. Palmer – RBC Capital Markets LLC Alexia Jane Howard – Sanford C. Bernstein & Co.

LLC Robert Moskow – Credit Suisse AG Greg Hessler – Bank of America Merrill Lynch.

Good morning, and welcome to today’s ConAgra Foods Third Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan, and I’ll be your conference facilitator.

All audience lines are currently in a listen only mode, however our speakers will address your questions at the end of the presentation during the formal question and answer session. At this time, I’d like to introduce your host for today’s program, Gary Rodkin, Chief Executive Officer of ConAgra Foods. Please go ahead, Mr. Rodkin..

Good morning and welcome to our third quarter earnings call. Thanks for joining us today. I'm Gary Rodkin, and I'm here with John Gehring, our CFO, and Chris Klinefelter, VP of Investor Relations. Before we get started, Chris has a few words..

Good morning. During today’s remarks, we will make some forward-looking statements, and while we’re making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve.

If you'd like to learn more about the risks and factors that could influence and impact our expected results, perhaps materially, I'll refer you to the documents we filed with the SEC, which includes cautionary language.

Also, we'll be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable measure for Regulation G compliance can be found in either the earnings press release, the Q&A or on our website. Now I'll turn it back over to Gary..

Thanks, Chris. Our comparable diluted EPS for the quarter was $0.62 which represents 13% growth, this is inline with revised expectations and we continue to expect comparable diluted EPS of $222 million to $225 million this fiscal year.

While there are some operating headwinds in our segments as we discussed in mid February when we revised our fiscal 2014 EPS outlook, we’ve started to realize good SG&A efficiencies and we have line of sight to substantial SG&A savings over the next couple of years as we shared with you at CAGNY I will offer some high level remarks in each of our segments and then go into more detail in a couple of minutes.

Within consumer foods volume was down 3%, price mix was flat and comparable profit was inline with year ago amounts.

We expected the volume decline given the challenges we have with Orville Redenbacher’s, Healthy Choice and Chef Boyardee, and renew the topline challenges would weigh on profit, but *effective cost management helped us post a decent profit performance despite a soft topline.

Some of our other brands are performing well and we will continue to invest in those parts of the portfolio with strong growth potential. I will share more depth on consumer foods, but first I want to provide a couple of headlines on commercial foods and Private Brands.

Within commercial foods performance was largely as expected with comparable profit down 8% due to the potato crop and lower margins from a customer shift. And within Private Brands, the synergy capture from the acquisition is coming in a little ahead of target, which is clearly good news.

We have been successfully working through some operational and customer service related issues as we previously explained, overall we are making gradual progress on the business to remain confident in our long-term Private Brand strategy.

As we communicated last month we are intensely focused on significant improvements across our three business segments. And while there is ground to makeup, there are bright spots in each segment and the work we are doing now is intended to strengthen our prospects for long-term success.

We remain committed to our earnings per share guidance for this fiscal year as well as our cash flow and debt reduction commitments. With regard to fiscal 2015 performance, we will say more about timing and amounts and all other relevant details when we have our fiscal 2014 fourth quarter earnings call in June. Now more on consumer foods.

Our consumer foods segment posted sales of approximately $1.9 billion and operating profit of $266 million as reported. Sales declined as expected reflecting a 3% volume decrease in flat price mix compared to year-ago period. As you know we have some brands with challenges and I will touch on those in a minute, but that’s not the full picture.

We also have brands with dollar sales growth and market share gains for the quarter, including Slim Jim meat snacks, Swiss Miss Hot Cocoa, Reddi-wip Topping, Bertolli Frozen Meals and others. While we will continue to support a number of our brands with advertising such as Hunt’s Tomatoes, Slim Jim, Reddi-wip, PAM, Marie Callender's and others.

Our intense focus is on being what we call perfect at retail. We believe that in this ultracompetitive market, getting the four piece right, meaning pricing, packaging, placement and promotion is especially critical.

We offered a few examples of Perfect at Retail at CAGNY, and for the brands where we’re seeing growth and taking share our 4Ps are playing a big role. Within the three big brands that we’re working to turn around, I’m talking about Healthy Choice; Chef Boyardee and Orville Redenbacher's.

We have a specific action plans underway to stabilize and improve performance through product and packaging changes, focused messaging and more impactful in-store initiatives. Some of these changes will happen quickly and others will take place across the next several quarters.

Net-net we expect to see better performance in aggregate across these three brands in F-15 and we’ll keep you apprised.

Of course we have other elements to our growth plans for Consumer Foods, we have a number of new products entering the market like PAM Cooking Spray with coconut oil and Bertolli toward us, with a more balanced investment plan than we did this fiscal year.

Our focused programming on pot pies where our market share is high and we’ve got an advantage supply chain this is already help to drive growth in the Marie Callender's and Banquet businesses, we’re capitalizing on that demand trend with our Bertolli brand by using our pot pie capabilities to create Italian style Tortas, meat filled pies stuffed with ricotta, parmesan and mozzarella cheese inside a flaky pastry crust.

We’re also satisfying the consumer demand for pot pies and our strength in that platform with new flavors from Banquet and Marie Callender's such as Salisbury steak, deep dish pot pie from Banquet this demonstrates our ability to grow in already strong platform by leveraging our insights and capabilities.

Moving on to segment profits comparable Consumer Foods operating profit was $270 million for the quarter inline with year ago amounts.

On the top line decline rate on profitability several factors favorably contributed to the quarter’s profit performance including supply chain productivity initiatives that more than offset manageable inflation, lower incentives and a strong focus on SG&A related efficiencies.

We also reduced advertising and promotion expense as we focused on efficiencies, and we balanced spending to strengthen and be more effective with promotional support where it made sense, we mentioned this as a plan earlier in the fiscal year.

Within Commercial Foods our third quarter results were inline with what we expected, as we’ve discussed we’re dealing with a suboptimal potato crop, as well as a margin decline from a food service customer loss. We’ve taken the margin hit on the customer shift this year so we should be pass that in fiscal 2015.

And separately we’ll be into a new potato crop in the second quarter of fiscal 2015. Additionally we continue to see rapid growth in Lamb Weston’s International sales, which grew at a double-digit rate in the fiscal third quarter as we capitalized on international expansion of key customers.

And our Milling business, sales declined reflecting the passthrough of lower wheat costs and lower volumes and profits increased on the basis of better mix and efficiencies. As we have said before we expect the Ardent Mills transaction to close in the second quarter of this calendar year.

The Ardent JV will allow us to take part in financial gains of a more efficient Milling business without the sales volatility of a commodity oriented business in our base results. Review this as a long-term strategic win that will enhance ConAgra Foods shareholder value over time.

Long-term we expect good accretion from the transaction making this a financially and strategically sound move. And of course a biggest strategic move it has been to dramatically expand our presence in Private Brands.

We are pleased with the cost synergy identification and realization we’ve seen so far we are slightly ahead of our fiscal 2014 target of $30 million. However, as we conveyed in February, we are not satisfied with the fundamentals of our base business.

We continue to work to stabilize the base business and our efforts to stabilize have included price concessions we have had to make this fiscal year to prevent further volume issues. Those concessions mean that the margins for the Private Brand segment will continue to be challenged for the next several quarters.

There is no question this has been a period of fighting fires while working to establish a solid foundation with the right structure and focus. We continue to get positive feedback on the strategy and our opportunities from customers.

For example with one major customer we increased our Private Brand sales by more than $20 million since the acquisition as we gained business and snacks and serial.

With another customer we’ve recently gained business in three categories previously served by our competition and this customer as noted its own commitment the double-digit growth in their Private Brands business.

So clearly there is still a lot of ground to makeup in areas that need to turnaround, but we shouldn’t lose sight of the fact that there are some encouraging bright spots. And while we expect that the marketplace for Private Brands will continue to be very competitive just as it is for everyone in the Food business.

We are confident that our model of offering scale and CPG capabilities in branded and Private Brands as a differentiated and winning proposition long-term.

Now let me address a few questions some of you have been asking about how we plan to manage brands and Private Brands? We’ll continue to prioritize and resource our branded portfolio as our largest segment. We don’t have much overlap among branded and Private Brand product lines and we plan for that to continue to be the case.

Overlap will be the exception not the rule. We’ll leverage our assets and product lines together, where it makes sense to drive growth and create more efficiencies for our business and our customers.

We are rewiring our organizations to become even more customer centric and working directly with retailers to develop products that fit their shoppers and their growth plans. And our growth agenda involves the right use of branded and private label items. We will continue to launch some branded new products nationally.

We may launch other new branded items at particular customers, and we’ll launch new Private Brand products on a customer-by-customer basis, one size won’t fit all. That’s the exciting part about having a portfolio like we do.

We have the agility and the capabilities of a broad portfolio and we will thoughtfully do what’s best to deliver a win-win with each of our key customers. As we do that, I want to be very clear that we plan to manage our brand equities for long-term health. We will not jeopardize the long-term help of our brands for our margins.

I’ll wrap up by saying that our rich synergy pipeline, as well as improvement initiatives for each of our segments and our intense focus on efficiencies and cost reduction across our cost of good and SG&A expense areas, put us in a good position to resume quality growth as we get past these challenges for our segments.

We believe the hard work we’re doing to configure a more effective and customer centric organization to leverage the breadth and scale of our portfolio will be worth it and we look forward to reporting on our progress in due course. Thanks for taking time to join the call today. Now, I’ll turn it over to John..

Thank you, Gary, and good morning, everyone. I’m going to touch on a number of topics this morning. First, I’ll discuss our fiscal third quarter performance, next I will address comparability matters, then on the cash flow, balance sheet, and capital items, and I will close with some brief comments on our outlook.

As Gary noted, the fiscal third quarter results were slightly better than we had anticipated due principally to lower SG&A, some of which is timing. Overall for the fiscal third quarter, we reported net sales of $4.4 billion, up 15% from the prior year.

As a reminder, the prior year amounts included only a few weeks of Ralcorp activity due to the date of the transaction. And for the quarter, we reported fully diluted earnings per share from continuing operations of $0.58 versus $0.28 in the year-ago period.

Diluted EPS adjusted for items impacting comparability were $0.62 versus $0.55 from the prior year quarter of 13% increase. While Gary has addressed our segment results I would also like to touch on a few points.

Starting with our consumer foods segment, net sales were approximately $1.9 billion, about 4% below the year-ago period, reflecting a 3% decline in volume, flat price mix and a negative 1% impact from foreign exchange.

Our consumer foods segment operating profit adjusted for items impacting comparability was $270 million, inline with the year-ago period. The operating profit reflects the impact of lower net sales, modest inflation and effective cost savings as well as the benefit from lower incentives, marketing and other SG&A costs.

Marketing costs decreased about $15 million, or about 13% from the prior-year quarter. On foreign exchange for this quarter, foreign exchange negatively impacted net sales by $16 million and operating profit by $6 million.

Our consumer foods supply chain cost reduction programs continue to yield good results and delivered cost savings of approximately $49 million in the quarter. For the full fiscal year, we expect cost savings in this segment to be approximately $200 million.

Approximately $30 million of additional cost savings will be reflected in other segments as a result of the change in our segment reporting structure. For the fiscal third quarter we experienced inflation of about 2%. In our commercial foods segment, net sales were approximately $1.5 billion, or about 1% below the prior-year quarter.

The net sales declined reflects the pass through of lower wheat cost in our flour milling business, and sales declined in the legacy ConAgra Foods, food service unit formerly included in our consumer foods segment.

These declines were partially offset by the addition of food service business previously reported in the Ralcorp Frozen Bakery segment, or which the year-ago quarter reflected limited activity. Net sales in this segment also reflects stronger volumes in our potato operations offset by lower net pricing.

The commercial foods segments operating profit adjusted for items impacting comparability decreased 8% from the year-ago period to $180 million.

The year-over-year decrease reflects the expected decline in our Lamb Weston business, partially offset by the contribution from the food service business included in the Ralcorp acquisition and a modest net increase from other businesses in the segment including flour milling.

Our Private Brands segment delivered net sales for the quarter of $1.1 billion and operating profit excluding items impacting comparability of approximately $66 million inline with our revised expectations. The operating profit results reflect the impact of price concessions and volume softness across several categories.

Also we are making good progress on both COGS and SG&A synergy initiatives and we are on track to achieve our synergy targets for fiscal 2014. Moving on to corporate expenses, for the quarter corporate expenses were $50 million, adjusting for items impacting comparability corporate expenses were $34 million versus $87 million in the year-ago quarter.

The year-over-year change was driven principally by lower incentive and pension costs and other operating cost reductions. The tax rate for this fiscal quarter was approximately 27%. The rate for this quarter was lower than planned driven by several favorable settlements and changes in estimates.

Some of which are treated as items impacting comparability. Now, I will move on to my next topic. Items impacting comparability. Overall, we have approximately $0.04 per diluted share of net expense in this quarter’s recorded diluted EPS from continuing operations related to several items.

First, we recorded approximately $38 million or $0.06 per share of net expense related to integration and acquisition related and other restructuring costs in connection with our acquisition of Ralcorp. On hedging for the fiscal third quarter, the net hedging gain included in corporate expenses was approximately $52 million, or $0.08 per share.

We also recognized a loss of $55 million or about $0.08 per share related to interest rate derivatives that were acquired several years ago as a hedge in anticipation of refinancing the $500 million or 5.875% debt that matures in April 2014.

Based on an assessment of our debt repayment alternatives and consistent with our commitment to debt reduction, we have decided not to refinance this debt and have therefore recognized a loss on the interest rate hedges in the fiscal third quarter earnings versus deferring the loss over future years.

The recognition of the loss has no impact on our previous cash flow estimates. In addition, we recorded a charge of approximately $17 million, or $0.02 per share related to an asset impairment in our commercial foods segment.

And finally, we recorded a tax benefit of about $17 million, or approximately $0.04 per share, primarily resulting from an international tax settlement and additional benefits realized from a change in estimate related to tax methods used for certain International sales. Next I’ll cover cash flow balance sheet and capitalize.

First we ended the quarter with $239 million of cash on hand and about $140 million in outstanding commercial paper borrowings. For fiscal year 2014, we expect cash flows from operating activities to be in the range of $1.4 billion, including a modest contribution from working capital improvement.

On capital expenditures, for the quarter, capital expenditures increased to $139 million from $107 million in the prior year period reflecting the addition of Ralcorp businesses. And for fiscal year 2014, we expect capital expenditures to be approximately $625 million.

Net interest expense was $95 million in the fiscal third quarter versus $71 million in the year ago quarter. The increase is driven by additional interest expense related to financing the Ralcorp acquisition. Dividends for the quarter increased from $101 million in the year ago quarter to $105 million due to the increase in shares outstanding.

On capital allocation, our priority continues to be at a repayment of debt, as well as strengthening our credit metrics. Consistent with that priority, we currently expect to repay approximately $550 million of debt in fiscal 2014 and a total of $1.5 billion by the end of fiscal 2015.

This target excludes any additional repayment we expect to fund from cash proceeds related to the Ardent Mills transaction. For fiscal 2014, debt repayment will be concentrated in the fourth quarter, consistent with our historical seasonal cash flow pattern.

As previously noted as we delever, we expect to maintain our current annual dividend at $1 per share and limit our share repurchase plan. This quarter, we did not repurchase any shares.

And while we expect to limit M&A activity in the near-term as we focus on deleveraging and integration, we will continue to look for opportunities to strengthen our portfolio for the long-term, we will also continue to prudently invest behind innovation, production capacity, and our cost savings initiatives.

Now I’d like to share some comments on our fiscal 2014 full-year outlook. As we noted during our CAGNY presentation a few weeks ago, we expect that our full fiscal year diluted earnings per share from continuing operations excluding items impacting comparability, will be in the range of $2.22 to $2.25.

And while the third quarter EPS results were slightly better due to lower SG&A costs. We remain appropriately cautious about some of the short-term challenges we face over the balance of 2014, which is why our yearly guidance has not changed.

As we have noted previously we are in the process of developing our plans for fiscal year 2015, while we are not in a position today to provide a detailed outlook for fiscal 2015. I would like to reiterate a few key points from my CAGNY Conference.

First, on the top line, we are focused on solutions the top line challenges we have faced this year in each of our operating segments. Second on margins, we believe our strong supply chain productivity and our focus on SG&A efficiency and effectiveness will provide us with the opportunity to expand margins over time.

While we do face some headwinds, such as the pace of margin recovery in Private Brands, Ardent Mills dilution and higher incentives. We continue to expect EPS growth for fiscal 2015, but we currently expect that it will be less than the double-digit rate we previously estimated.

We will provide more specific comments about the fiscal 2015 outlook in connection with our fiscal 2014 year-end release when final plans have been completed. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Gary and I along with Tom McGough and Paul Maass will be happy to take your questions.

I will now turn it over to the operator to begin the Q&A portion of our session.

Operator?.

Thank you. Now, we would like to get to an important part of today’s call taking your questions. The question-and-answer session will be conducted via the telephone. (Operator Instructions) And our first question today will come from Andrew Lazar with Barclays Capital..

Good morning, everyone..

Good morning, Andrew..

Good morning, Andrew..

Gary, I know you're not at a point yet as John mentioned where you are going to give fiscal 2015 guidance, but I think most street estimates have you – call it roughly 7% or 8% earnings growth for next year.

I thought maybe it would be helpful just to go through a quick, maybe metal accounting of some of the puts and takes some of which John had mentioned as they – the ones that are kind of discrete that we know about today as it relate to 2015 and that can help isolate maybe where there is still less visibility on some of the core.

But – so on tailwinds you've obviously got the ongoing productivity, you’ve got the incremental overhead work you are doing that you discussed at CAGNY.

I think you may have an extra week in fiscal 2015, but you can correct me on that if I'm wrong? There are some synergies I think start to play out in a bigger way and you certainly got some easier comparisons on volume and as you mentioned you’re kind of lapping the poor potato crop and the loss of their food service customer.

I guess on the headwind side, you talked about the Ardent Mills JV dilution, some compensation expense increased and then I guess that leaves us with the sort of the base business and I guess what I’m getting at is there anything major that I’m missing on the sort of the puts and takes for next year? It would seem that you’ll have some flexibility as you mentioned there for some earnings growth even in the context of some weaker core businesses, but I guess we don’t know this yet, but in terms of the core business are you sort of anticipating let’s say volume trends in consumer and Private Brands can be roughly flattish for the year or getting to flat by the end of the year, but just trying to get a sense of if we’ve got these puts and types rights and what that leaves you with flexibility?.

All right, Andrew that’s quite a comprehensive understanding of our business….

Thanks for bearing with me..

I applaud you for that. Let’s be really clear, our challenges won’t disappear on day one of the new fiscal year, but we’re making progress, you outlined a lot of that and we’ll have a better year. Than we did this year, yes, we do have a 53 week next year. So that’s certainly the plus.

If we take a look at each of the three businesses, I’d say Private Brands will make gradual progress.

The operational and customer service issues are mostly behind us, our organization is getting more experience in the business, but we still will be dealing with a lot of the overlap of the pricing concessions that we made this year and continuing challenging market environment.

On the consumer side, the three big problem brands that we’ve discussed will perform better in fiscal 2015, basically against a real maniacal focus on the core category users, some product and package changes, very targeted marketing.

And then in commercial foods as you noted, Lamb Weston will have a – we expect to normalize the potato corp, we’ll have that food service customer loss in our base and we’ll continue to drive double-digit growth in the international.

So I’d say net net there is certainly are still some headwinds, particularly as you look at the Private Brand business, but net net we’ll have a very – next year we’ll give you more detail in the Q4 earnings call..

Great, thanks for your help..

Thank you..

And we’ll move now to David Driscoll with Citi..

Good morning, this is Cornell for David..

Good morning, Cornell..

Good morning, Cornell..

Great, first just little positive looking to be one of the biggest parts of the Ralcorp private label portfolio.

I wanted to know is this product line were – is this product line were most of the issues that you are having within private label occurring or the problems more generally spread across the portfolio?.

Yes, I would describe it as more generally spread, the other parts of business is important category for us and we are very committed to improving that one as well. But everything that Gary described is – I’d described it as more general across the whole portfolio..

Okay, and then in terms of just going to Consumer Foods are straight promotion dollars now at levels that you being proper or where sales coming in a little bit soft in that segment during the quarter, do you think that you need to ramp up trade spending further on future quarters? And can you talk a little bit more about some of the tactical adjustments that you are taking to fix some of the troubled brands in consumer like Chef Boyardee, Orville and Wesson..

Sure, this is Tom McGough, several parts of your question. And let me kind of decompose into a couple factors, if you look at our Q3 volume performance 50% of our volume change was due to our change in consumption and 50% of the change with due to a shift in the Thanks Giving timing. And some volume that we will move with a shift in Q3, shift in Q2.

So our underlying performances some like better than the 3%, when it comes to overall performance, the weaker consumption was a result of the three brands that we discussed, we’re executing some changes on these brands to be sharper in terms of our pricing promotion, getting our packaging our in-store condition is right that’s the Perfect at Retail.

Those type of changes are going to happened more quickly, while others are going to take place over several quarters, we expect the volume on those business to generally improve throughout FY15.

And when you look at our business excluding those three challenged brands, the volume to the rest of the portfolio is actually grown in each of the last three quarters and we feel very confident that our marketing and our promotional programs are on target with those brands..

And we’ll move now to a question from Bryan Spillane with Bank of America Merrill Lynch..

Hi, good morning everyone..

Good morning, Bryan..

John, just a question about free cash flow or operating cash flow, I guess for 2014, you’re still looking at $1.4 billion for operating cash flow and then for 2015, I guess what you said at CAGNY was that you expected to be $1.6 billion or better so, I guess given that the sort of the earnings outlook for 2014 and for 2015 is below the original plan.

How we bridge that the operating cash flow in 2014 more or less stay the same. And then we’re going to and then plan is to grow operating cash flow almost 15% next year, can you just sort of talk about some of the moving parts with an operating free cash flow and maybe potentially free cash flow..

Yes, we’ll obviously update this as we get into the – our full outlook. But I’d say, couple of things that I would point to is that I think that cash flow committed to incentives in 2015 versus 2014, because those have paid in arrears we are going to have a pick up as we go into next year.

I think we also see some working capital opportunities in certain parts of our business that will be working. And I think just some of the cash outlay we have in terms of one-time integration costs and those sorts of things will be smaller.

So I think there’s a number of factors there and as I said we will certainly be updating and providing more visibilities we get into next quarter..

If the earnings had tracked to original plan with the operating cash flow generation actually be higher than it is.

Just trying to get a sense for whether or not if you get into a more sort of normal or cope more inside the range of what you envisioned in terms of profitability whether the cash flow generation actually will be higher than these levels..

I think all things being equal as earnings go up, cash flow generally will tract, what it there can be some periodic disconnects, but over time we certainly would expect that to be the case..

Okay, great. Thank you..

And Jonathan Feeney with Janney Capital Markets has our next question..

Good morning. Thanks very much.

I wanted to ask about Ralcorp synergies specifically not only like where you stand right now, you’ve updated us on, but also, you made some structural changes to the business Gary at least versus what was original plan, may be brought in some costs for management and changed a way you are approaching things, have you changed your thought about how much synergy this candidates best incarnation produce and can you update us as to a sort of where we stand versus – maybe going forward..

Yes, Jonathan this is John, let me take a short at that, I think as we said, I think we’ve talked about this first year, we capture about $30 million I think we feel good about being on track with probably be slightly above that.

I think in terms of our target run rate by the end of fiscal 2017, I think we still feel good about the $300 million, I would note that separately as Gary has talked about we have talked about additional work around our business structure and SG&A effectiveness and efficiency and how we wired the organization and we will mind some additional benefits out of that, but as part of that pure synergy play we are talking about is really still had $300 million.

And I will also note that most of that is going to be in the cost of goods supply chain area. So now will change there, but we still feel good and feel like we’re on track..

.

:.

Yeah, let me take a shot now and maybe turn it over to Paul. I think as we look at synergies, we’re looking at how do we drive costs out of our inputs, our conversion, our distribution. And I think, we would expect those to track. I think the challenges we have in the business have been more in terms of top line and pricing..

Okay..

So, I think the challenge for us is to continue deliver on that lower cost base. At the same time, we look at all of the other levers in the business to continue to rebuild those margins over time. And, again, as Gary indicated that will be a gradual process.

But I don’t want to say those two issues are not connected because they’re ultimately connected at the gross margin line in the business. But the synergies are really focused on costs not the numbers we’ve talked about our costs not the top line..

I might add a little just around a lot of focus on better customer execution sold to supply chain. I believe, there are a lot of synergies around the operational aspects of total network and we’re very focused on that. I think you did reference just the structure – organizational structure and more focus.

And we believe that will absolutely payoff over time..

Thank you. I will ask one detailed question.

I know you probably are sensitive about your customer names, but the food service customer you lost, that is distributor or restaurant, can you tell us?.

It was in the food service distribution arena..

And we’ll take a question now from Akshay Jagdale with KeyBanc Capital Markets..

Hi, can you hear me?.

Yes, we can. Good morning, Akshay. Good morning..

Yes, good morning..

Good morning, good morning.

So and my question is on Private Brands, and I’m just trying to understand in that business specifically, what are the structural issues that you’re dealing with that perhaps are going to take a longer time to fix relative to, let’s say the previous management team? And then what are some of the more operational issues? And if you could help us quantify some of that just roughly that would be great, because it seems to us from the numbers we are looking at and whatever we have to compare which is when you bought this business, the previous management team had it running at a $100 million in EBIT for a quarter.

And the latest quarter you reported was 50%, 60% below that in spite of benefit from synergies.

You are talking about price concessions and things of that short, but the magnitude of the deterioration in the business it is so severe that I’m having a hard time understanding what part of that is structural and what part of that is operational issues that you can fix and if you can give some color on categories that would be very helpful? Thanks..

Yes, Akshay this is John. Let me start with just making sure we are clear on one thing which is we have now changed our operating segments in a way we report our business. So the businesses that we acquire from Ralcorp are now spread throughout three operating segments we operate today.

So it’s not as simple as looking at legacy Ralcorp financial statements and in comparing it to the Private Brand segments because those pieces have been reorganized and split up. So that comparison isn’t to a comparison.

Clearly there have been some challenges in the center of the store Private Brand business that we acquired, that largely as part of our Private Brands business now, but I just want to make sure we are clear that that comparison is not the right one.

I will turn it over to Paul now maybe just comment on some of the issues in the business that he is working on..

Yes, you know maybe just a little bit on the environment itself, so the backdrop has some commodity deflation, increased merchandising commercial activity by the brands.

Our short-term executional challenges that I would clearly linked to just the challenges of integrating two companies together, so that’s kind of the backdrop that increased the kind of the contracting bid activity with customers, we saw in an normally high level of that in the short-term and I would say we are through a lot of that, and really focused on stabilization and improving margins as we go forward..

So Akshay, you’ll get all three of us here, that’s a really important question and clearly we are not happy and satisfied with our overall results in this business, but importantly we need to remember this is a long-term play.

Private Brands for all of the reasons we’ve talked about we believe will absolutely be a long-term growth sector in the industry and long-term we are advantaged scale, breadth, capabilities none of these advantages have thus far come into play, not yet. In this – honestly in this year one we’ve been back on our yields like Paul talked about.

It’s all been about price, but as we get a more solid foundation with our customers and frankly our own organization. We’ll bring these competitive advantages to bear in over time this will absolutely change this is a transformation and frankly it’s a lot more complex than just a normal integration because of that, the long-term strategy sound. .

And we’ll move now to Thilo Wrede with Jefferies..

[indiscernible].

We are having difficulty hearing you..

Can you hear me now?.

Yes..

Yeah. Good morning this is Scott [indiscernible] for Thilo. Just a couple of questions around the inflation outlook, what was the outlook, and is there any impact from the California job expected..

Yes, this is John, what I tell you is that as we look for the balance of this year we expect inflation to continue to be in the 1% or 2% range, I would say as it relates to the next year, we’re not going to commit to final estimate, yet until we go through, the rest of our work obviously given some of the recent volatility especially in proteins.

And if you reference California we have some exposure obviously with the tomatoes, you’re a bit more cautious about this for 2015, but I think we’ll continue to evaluate those brands as we finalize our plans..

Okay, great and then a follow-up in terms of the CapEx and the interest expense guidance why the change and what are you planning to do with the incremental upside from the expected lower interest expense thanks..

Yes, I’m not sure our interest expense outlook has changed all that dramatically for this year. CapEx I think our CapEx call for the fiscal 2014 is probably down about $25 million. And again I don’t know that that’s going to drive any significant change in any of our capital allocation, given our focus on debt repayment..

This is Chris, I would just consider those refinement as we get further in the year to original estimates. .

Now we’ll take a question now from Goldman Sachs, Jason English..

Hey, good morning folks, thanks for the question..

Good morning..

I too want to focus back on the Private Brand side, so Paul I guess the question for you.

If you think about your contract position do you have on retailers in the volume expectations associated with that clearly this time last year, they would have been going lower on the contract losses or they now moving higher off of the bottom and if so sort of when we will cycle that bottom..

Just to make sure, I’m Paul, and you are talking about volume decline, volume expectations going forward..

Yes, pretty much..

Yes. So, we’ve been navigating through what I said in abnormally high contracting bid equation and it is driven by those things I referenced earlier. I would describe that as more normalized. And as we go forward it will be a gradual improvement and focusing the organization very heavily on margin improvement is the real key as we go through FY2015..

Well, let’s drill down on that a little bit more than because clearly the margins are quite low for the business now.

What is – what are the components that help you recover on a go forward in light sort of pricing concessions, you’re having to make to stabilize this business?.

Yes, I think in the customer facing piece, pricing mix, distribution gains really driven by leveraging in our insights category management capabilities is critical. And we recognize that will help on the customer side.

A lot of focus on operations and supply chain of the network optimization is something that it does take time, but we’re committed to and believe that there is leverage there, the combination of the Ralcorp acquisition with the legacy ConAgra Foods platform. The combination of the two, that there is benefit that we have there.

We just have to aggressively get executed..

And Jason, this is Gary, I would also go back again and say, we’ve been back on our heels. So, we’ve been in an extreme reactive mode. We have to get to the point as we stabilize, which we gradually will to be much more proactive with our customers gain their confidence and credibility with our customers, take us out of as many bit situations.

I see that clearly coming and when that happens we will be able to improve our margins because it won’t be about that last tenth of a penny any every time. Right now, frankly I hate to admit it but it is that’s going to change over time.

So, when we put all those elements together that Paul talked about in that over time, clearly we will start to see margin improvement and I expect to see that start to happen sometime next year..

We'll move now to David Palmer with RBC Capital..

Thanks and good morning. Earlier in the fiscal year, you would lean harder on innovation in advertising, you shifted more of your dollars back to promotion, you can correct me, if I am wrong on this, but as TV ad spendings down in the quarter.

Could you talk about the adjustments that you’ve made within the fiscal year and what’s working and what’s not working that’s as you do that?.

Sure David. This is Tom McGough. We look at our portfolio in two segments. The three fix and grow brands that we discussed. Our plan there is to focus on three components. One getting the fundamentals right, you’ve heard Gary talk about being a Perfect at Retail.

That’s more than just price and promotion it’s a product, the package, the placement in store. We are making those changes now and we’ll be flowing those in. The second component, the balance of our portfolio is actually growing net of those three brands.

And we feel that we struck the right balance between the consumer pole, the merchandizing push, we feel we have the right balance on those businesses. And we focused our attention on getting the fundamentals right on the first – on those three fix and grow brands and being more competitive in driving our brand preference..

We have a question now from Alexia Howard with Sanford Bernstein..

Good morning, everyone..

Good morning..

Good morning..

So I wanted to ask question about the Millennial consumers, you mentioned I think at CAGNY the recruiting younger consumer is a challenge for those three big brands.

Which other brands can you use to target that demographic and is it possible to renovate those brands to attract these consumers, or is it really just more a matter of managing the volume down on those third products over the time? Thank you..

Yes, Alexia, I think some of our brands do certainly have some play with Millennial is clearly a brand like Alexia, which I’m sure you would like..

I know it well..

That definitely has some pull there, I would also tell you a number of places in our Private Brand business.

That is clearly one that Millennials are open to that would be another place for many of the categories we plan and frankly primarily on the male side, but not exclusively Slim Jim plays extremely well with Millennials and that brand is doing very, very well.

So we do have some brand, but I would tell you the core businesses, those three that you mentioned. We are going to go after the core users and we’ll pick some Millennials up along the way through as most things, but it won’t be our focus..

Our next question will come from Robert Moskow with Credit Suisse..

Hi, thank you..

Good morning..

Gary, thank you for the clarity on the issue that I think you raised at CAGNY about how to manage a hybrid business between brand and private label, and I think you mentioned the word being agnostic and I think you’ve provided some good specifics here about what the guard rails are.

But I guess I’m still a little bit interested in what you meant when you said that you would launch branded products that would be specific to retailers.

I think what I’ve seen at times are when retailers put their brand and then in conjunction there is a national brand on the label as well, are you exploring that? And then lastly maybe, have you thought further about the possibility or where you would and wouldn’t introduce private label versions of your own brands? Thanks..

Yes, Rob, I would tell you that I’m going let Tom give you a few specific examples about some brands that have been launched at particular customers.

Just conceptually we want to really as we’ve said, the very customer centric and recognized that the customers are very interested in what’s going to sell with their shoppers, and when they get behind that, that’s the most powerful mechanism more than any kind of marketing that we could do on our own, when they give us that kind of support.

So *there are times and again exception rather than rule, where we might layout an opportunity for a major customer only, when there is a big enough size of price that in a particular category, where we might not play in that very specific segment that we might be willing to go on the Private Brand side or let them go on the branded side, but again, exception not the rule, but Tom want to talk about a few specifics..

Sure. There’s three things that come to mind. If you look at the channels that are growing the fastest, whether it’s a club channel, dollar channel, you have to be able to customize your offering to have the right price product package to fit that format.

And one example of that would be on PAM Cooking Spray for us to compete more effectively in the club channel, we are moving forward with an extra virgin olive oil product that is right in the bull's eye of those club customers. We will also look at how we can take a brand like Wolf Chili.

We’ve actually made a take house style variety that’s customized to the consumers within a particular class of trade. And then we talked about and we showcased that CAGNY the Bertolli Italian tortas. That’s a product that we have an ability to customize our varieties across class of the trade to fit that offering to that particular concentrate..

And we have a question now from Bank of America, Greg Hessler..

Hi, thanks for the taking the question..

Good morning, Greg..

I wanted to just go back to free cash flow just looking through the guidance for the full-year at $1.4 billion and what’s you guys are expecting in terms of CapEx.

I’m getting to call $350 million or so our free cash flow in the fourth quarter, so I’m just wondering how you bridge the gap on the debt reduction getting to that $950 million number for the full-year?.

Yes, Greg this is John. I would say this year I think as I’ve commented on several occasions we will expect to use some of our offshore cash this year as well as some proceeds we’ve generated from sales of non-core assets those will be sources of cash this year that we’ll utilize to achieve our goal. So that probably the major part of the bridge..

And we’ll take a follow-up question now from Akshay Jagdale..

Thanks for taking the follow-up. My question is on repositioning your product portfolio even more. And then why not just take a few of your larger consumer brands and monetize themselves and get back a little bit faster on the M&A bandwagon on the private label side.

It seems to me that markets valuing you stock like your consumer business is always going to be structurally challenged and has very low brand equity and you can’t really *own the stock for private label growth and not because of the issues you are having on your base business, but because your hands are tied on the M&A.

So is that something you might consider as to *prune your consumer portfolio little bit more pay down debt faster and sort of start with the M&A a little bit faster than you decided to on Private Brands? Thank you..

Yes, Akshay I’m not – we are not going to speculate on things we might buy or sell at any point in time.

What I would tell you as I think we consistently and continually look at our portfolio and as you’ve seen us we’ll follow just for a while, that we do make moves with our portfolio from time-to-time, we continue to evaluate it, but at this point we are pretty pleased with what we have, but again we will continue to refine it and improve that as we can..

Great, thanks..

And we will take another follow-up from David Palmer..

Hi, question for Paul it looks like the Asia food service, China food service trends were already growing double-digits in that quarter, are you seeing a nice acceleration in that business even through the quarter as perhaps some of those leading changed over there or healing after the issues they had last year..

Yes, thanks David. Our Lamb Weston international business is growing above double-digit and so we’re pleased with that – that’s helping and I just would say kind of the overall outlook in those regions feels like it’s headed in a more improving and more positive outlook and have worked through a lot of those challenges that they had faced..

Great. Thank you..

Yes. Thanks David. .

And we have a follow-up now from Bryan Spillane..

Hi, thanks. Hey, John just following up on the cash flow question again, can you just highlight for us cash restructuring costs what you are expecting for 2014, what you are expecting for 2015, and then also I guess maybe what 2014 is today versus what you’re thinking before, again just cash restructuring costs..

I do not have that at my finger tips I have to go back and look it. I think the proxy for that probably go back and look at the comparability of items over the year, and if I get pretty close, as it relates to mix shift clearly we would expect those costs as it relates to the integration of Ralcorp to continue to decline.

And I have talked previously about our efficiency and effectiveness restructuring over the next couple of years not being more than $80 million over the next couple of years..

So part of the increase in operating cash flow 2014 to 2015 will should be that we would see less or a lower level of cash restructuring cost?.

Yes. I think that’s generally the trend we would expect..

Okay, fine..

And again, just to be clear fiscal 2013 incentives, where we had a strong year of fiscal 2013 those incentives were high, those were paid out in fiscal 2014, fiscal 2014 incentives are lower, those get paid out in fiscal 2015 so you can probably estimate some math there that create some tailwind beginning the year..

Okay, great. Thank you..

Thank you. .

This concludes our question-and-answer session. Mr. Klinefelter, I’ll hand the conference back to you for final remarks or closing comments..

Christopher Wright Klinefelter:.

. :.

:.

:.

This concludes today’s ConAgra Foods third quarter earnings conference call. Thank you, again, for attending, and have a good day..