Brian Kearney - Director of Investor Relations Sean Connolly - President and Chief Executive Officer Dave Marberger - Chief Financial Officer.

Andrew Lazar - Barclays Capital David Driscoll - Citi Research Ken Goldman - JP Morgan David Palmer - RBC Capital Markets Jason English - Goldman Sachs Robert Moskow - Credit Suisse Chris Growe - Stifel Nicolaus Rob Dickerson - Deutsche Bank Alexia Howard - Bernstein Jonathan Feeney - Consumer Edge Research Akshay Jagdale - Jefferies.

Good morning ladies and gentlemen and welcome to the ConAgra Brands' Fourth Quarter Fiscal Year 2017 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Brian Kearney, ConAgra’s Director of Investor Relations.

Please go ahead sir. .

Good morning everyone. I’m Brian Kearney, ConAgra’s Director of Investor Relations. Johan Nystedt has taken on a new and very important role as the Chief Risk Officer, while also keeping his existing Treasurer role.

In order to focus on his role of evaluating and managing enterprise wide risk, Johan will be transitioning his Investor Relations duties to me. I thank Johan for his leadership, as we have transitioned from ConAgra Foods to ConAgra Brands.

That said, during today’s remarks, we will making some forward-looking statement, and while we're making these statements in good faith and are confident in our company's directions, we do not have any guarantee about the results that we will achieve.

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

Also, we will be discussing some non-GAAP financial measures during the call today, and the reconciliations of those measures to the most directly comparable GAAP measures for Regulation G compliance can be found in either their earnings press release, or in the earnings slides, both of which can be found on our website at conagrabrands.com/investor-relations.

Now, I'll turn it over to Sean..

Thanks, Brian. Good morning, everyone, and thanks for joining our Fourth Quarter Fiscal 2017 Earnings Conference Call. Remarkably, it was almost two years ago to the day that I hosted my first call as ConAgra’s CEO. As you may recall, the company had its hands full at the time and I shared my initial assessment of what we needed to do.

I told you that I saw a tremendous opportunity at the company, but that unlocking it meant we had to move quickly and take bold actions on a number of fronts. Well today, two years later, I think it’s clear this is a new era and we are a new company.

Yes, ConAgra is about 100 years old, but for the first time in our history we are a focused pure play branded CPG Company. Becoming a pure play has enabled us to sharpen our focus on the critical elements necessary to improve performance.

We’ve moved from an emphasis on unit volume to a focus on value and from a reliance on trade discounting to a strategy based on renewed brand relevancy. We’ve moved from a tendency towards SKU proliferation to being clear-eyed about SKU optimization. Our A&P support and innovation programs are far more disciplined.

We have aggressively addressed our cost structure and we’ve become leaner and as you’ve seen our margins are far stronger. Overall, by relentlessly following the portfolio management principles we shared at our Investor Day, we’ve clearly positioned the company for better long term value creation.

In deed we’ve moved quickly and taken aggressive action over the past two years. We’ve reshaped our company and our portfolio, exiting private brands, as well as non-core businesses like Spicetec and JM Swank. Soon we expect to add Wesson to that list.

We flawlessly executed the Lamb Weston spin, we've also added on trend brands through modernizing acquisitions like Blake's, Frontera, Duke's and BIGS. At the same time, we’ve overhauled our culture, growth capabilities and margins behind a new management team and an energized new corporate headquarters.

This went hand-in-hand with aggressive actions to reduce costs, upgrade the quality of our revenue base, and jumpstart innovation across the company. Clearly, we’ve been busy, but our work is not finished. As I told you two years ago, we are committed to moving with agility, but transforming ConAgra is a multi-year effort, not a flip of the switch.

At our inaugural ConAgra Brands Investor Day, I described the cadence of our work this way. As we have just discussed, for the last two fiscal years we focused on resetting our top line and cost structure.

Now that we’ve undone some legacy practices that inflated our volume base and have rebuilt our innovation capabilities we are positioned to improve growth trend sequentially. In fiscal 2018, we will continue our progress to bend the top line trend.

We expect to further accelerate growth in the future as our innovation pipeline and new marketing programs take hold in the marketplace. Meanwhile, margin expansion has been and always will be a way of life at ConAgra Brands and I’ll recap our progress here in a minute. But while we’ve made tremendous progress, our work is not done.

We still have a lot of opportunity in front of us and we will continue to chip away at our margin opportunities and strengthen our innovation programs in order to improve our growth prospects.

Of course, we will also continue to reshape our portfolio, not just by strengthening the brands we own, but by bringing in new assets and potentially divesting assets that no longer fit as we are in the process of doing with Wesson. Now turning to our performance summary on Slide 10.

We concluded our second full year of transformation with solid results that were in line with our expectations for both the fourth quarter and the full-year.

Excluding the impact of divestitures and foreign exchange, net sales for the quarter were down 3.6%, reflecting continued improvement in topline trends as we upgrade the quality of our volume base. The volume declines associated with our rebase abated sequentially this year as expected. For fiscal year 2017, comparable net sales were down 5%.

Adjusted gross margin increased 130 basis points to 29% in the quarter, driven by supply chain realized productivity, improved pricing and the benefit of having divested lower margin businesses. For fiscal 2017, adjusted gross margin increased 180 basis points to 30.2%.

It is worth noting that we estimate that Spicetec and JM Swank, which we divested in the first quarter of fiscal 2017, reduced the adjusted gross margin by approximately 20 basis points in the year. In terms of our bottom line, adjusted diluted EPS of $0.37 for the quarter was up nearly 16% from the prior year.

For fiscal 2017, adjusted dilutive EPS increased 34% to $1.74. Our fiscal 2017 story was one of margin improvement and Slide 11 highlights the strong progress we continue to make.

In addition to the gross margin improvement I touched on a moment ago, on the right side of the slide, you can see we also drove 100 basis points of adjusted operating margin improvement, compared to Q4 of last year, and 310 basis points year-over-year.

As our margin improvement demonstrates, our SG&A, cost reduction, and trade efficiency programs are squarely on track. We have changed our promotional practices to adjust pricing, while investing in improved quality, updated packaging, and higher ROI A&P support.

We’ve also been disciplined in examining the value every SKU delivers to our brands, so that we can eliminate laggards and remove unnecessary complexity and cost. And the value of our supply chain productivity programs is clearly coming through. Finally, the divestiture of lower margin businesses also contributed to improving our gross margin profile.

Overall, our actions have led to stronger and more consistent bottom line performance and we remain focused on continuing to drive the center line of our profitability north over time. Clearly, there will be some standard deviation from quarter-to-quarter, but we are taking the long view.

Looking ahead, we see no major structural issues that would prevent us from delivering our long term targets, as we continue to chip away at our margin opportunity.

While we’ve been relentless on cost reduction and improving efficiencies in order to build a strong foundation on the bottom line, we know we can't cut our way to prosperity, we've got to grow, but we’ve got to do it the right way, which is all about profitable volume growth and a more modern -looking portfolio.

As we highlighted in the past, the left chart on Slide 13 demonstrates the impact of our efforts to drive out lower ROI incremental sales. Incremental volume sales have declined, as we anticipated, which is squarely on track with our strategy.

The chart on the right shows a steady increase in base sales velocity trends demonstrating that our efforts to build a stronger foundation are working. Simply put, our brands, while leaner are presenting better and therefore turning better in a non-promoted context.

Overall, our disciplined approach to resetting the top line is continuing to bend the trend. As you can see by the sequential improvement shown on Slide 14, we remain focused on execution and continual progress. Fiscal 2017 was a heavy lift as we've put in the work to thoughtfully and methodically upgrade our revenue base.

As we enter fiscal 2018, we are working from a much stronger base. There is a healthier business emerging, one that is less promotional with a greater percentage of volume coming from loyal households and at a higher margin. This allows us to invest in renovation and innovation and ultimately leads to sustainable growth.

A great example of how we are leveraging innovation and renovation to modernize brands is our work on healthy choice. As you will recall from Investor Day, we have segmented our portfolio into four distinct quadrants each with unique opportunities and challenges. Healthy choice falls in our reinvigorate growth quadrant.

Our former CEO, Mike Harper conceived of Healthy Choice in the 1980s when he was seeking healthier alternatives following a heart attack. Initially Healthy Choice offered meals with lower sodium, fat, and cholesterol for heart health.

Healthy Choice still does that job well today, but consumer perceptions of health and wellness have evolved to more than just heart health. Today, consumers are looking for ingredients they can pronounce, natural sources of protein, and meals that are easy to prepare.

We saw an opportunity to innovate and differentiate the Healthy Choice brand to respond to these consumer needs by entering premium segments adding modern product attributes, upgrading product quality, and developing contemporary, ethnic cuisines.

Leading this transformation has been the Healthy Choice cafe steamers platform, which today makes up over 80% of the brand's net sales. Cafe steamers deliver higher quality modern product attributes in a patented tray in tray package.

When you prepare these meals in the microwave, the sauce actually steams the ingredient, which unlocks the flavors, textures, and colors of our restaurant inspired recipes. The launch of simply steamers in 2015 further elevated the brand offering 100% natural proteins and nothing artificial.

Some of our simply steamers are made with organic ingredients and offer new bold emerging international flavors and recipes. The Healthy Choice transformation demonstrates that a legacy brand can attract younger households. In just the last 26 weeks of fiscal 2017, brand volume from millennials is up 17%.

IRI total dollars sales are up 2.2%, despite a 21% reduction in incremental sales, which is consistent with our focus on value over volume. Base dollars sales are even stronger, up 9% over the latest 26 weeks, and 12% over the latest 13 weeks with base velocities up 11% and up 4% over the latest 26 and latest 13 weeks respectively.

And perhaps my favorite part of this case study is the margin story. Overall, our Healthy Choice frozen business has grown margins by more than 900 basis points since fiscal 2014 as we began to price the value and removed unprofitable promotions. And there is even more opportunity on Healthy Choice.

We are taking the next step in migrating this brand up-market through the introduction of our new Power Bowls line. Power Bowls reflect our food philosophy that every ingredient matters.

Every Power Bowel is a nutrient dense composition of purposeful ingredients like whole grains, greens, lean protein, fruits and vegetables served in a plant-based Fiber Bowl available in four bowl new flavors, adobo chicken, Korean beef, chicken sausage and barley and Cuban pork, customers have responded very positively to this new lineup since the national launch on June 1.

While still early day’s Power Bowls are on track to reach a very healthy ACV by the end of calendar year 2017. Healthy Choice is a terrific proxy for how we plan to reinvigorate even more of our brands. On Slide 18, you see a snapshot of the exciting slate of innovative products across our portfolio that will be hitting the shelves this year.

Obviously, our industry is hungry for improved growth. That’s not up for debate, but what I do here being debated is what exactly is going to drive that growth with some of the more recent speculation pointing to discount pricing.

We believe the answer to this question goes well beyond low prices, in fact our analysis shows that the relationship in our categories between discount pricing and branded sales trends is not one size fits all.

To the contrary, in many categories the better branded performers are often more premium priced products that have been innovated to build in modern food attributes like clean label, natural ingredients, and ethnic flavors. My main points here are that we believe the key to spurring growth is innovation such as what you see on this page.

Also, that the consumers calculus on what drives value is much more comprehensive than price alone. Now turning to Slide 19, as we move into fiscal 2018 and beyond, the portfolio management principles we outlined at our Investor Day will continue to guide our actions.

As we discussed earlier, we’ve done a lot of heavy lifting to rebase our revenue, which sets a stronger foundation for continued improvement in our top line trends. Our innovation progress is clearly accelerating and we expect new products to continue to hit the market throughout fiscal 2018.

Execution excellence remains a focus in everything we do, and we will continue to chip away at the margin opportunity, while we deliver profitable growth. Finally, we expect to find additional opportunities to reshape our portfolio.

Clearly this includes continuing to enhance our current portfolio through a disciplined approach to M&A, but it may also include exiting brands that no longer fit and are more highly valued by others in an efficient manner and leveraging our tax asset. We still have work to do, but we are on track as we execute against our plan.

We are confident in the strategy we have in motion is the right one to sustain improved consistency in our performance and profitability, while delivering long-term shareholder value.

Slide 20 outlines our fiscal 2018 outlook, which Dave will discuss in further detail in a few minutes, but at a high level you can see that for fiscal 2018, the first full year included in the long-term algorithm we outlined at Investor Day, we are projecting organic net sales, excluding the impact of acquisitions, divestitures, and foreign exchange to be down 2% to flat.

We anticipate that the organic sales improvement we expect to see in the grocery and snacks and refrigerated and frozen segments could be offset by the introduction of our value over volume strategy in our international and food service businesses in fiscal 2018.

I also want to highlight that we expect adjusted diluted EPS from continuing operations to come in at $1.84 to $1.89. Finally, with improved profitability and a strong cash flow, we anticipate repurchasing $1.1 billion of shares in fiscal 2018. Again, it won't be a straight line, but we remain committed to a long-term growth algorithm.

As a reminder, this algorithm excludes any assumptions about M&A activity. Clearly, this doesn't mean M&A isn’t part of our strategy, it just means that we didn't include any related assumptions into our outlook.

Before I turn the call over to Dave, I want to thank our talented and dedicated ConAgra Brands employees who in fiscal 2017 continue to embrace change and continue to execute our strategy, while doing a tremendous job of serving our customers. With that, over to you Dave..

$0.02 per diluted share of net expenses related to restructuring plans, $0.05 per diluted share of net expense related to an impairment charge for the Wesson oil production facility that is not expected to be included in the sale, $0.16 per diluted share of net expense related to goodwill and tangible asset impairment charges related to our Chef Boyardee brand and to a lesser extent our Canadian and Mexican businesses, and lastly, offsetting $0.01 per diluted share items, a $0.01 benefit from a legal settlement, and $0.01 expense related to hedging derivative losses.

On Slide 29, we summarize our fiscal 2018 financial outlook and reiterate our three-year fiscal 2020 financial algorithm, which uses fiscal year 2017’s final results as the base year. Our fiscal 2018 financial outlook supports our three-year financial algorithm.

We expect reported net sales growth to be down 2% to flat showing improvement to the rate of our 2017 net sales decline. We expect fiscal year 2018 organic net sales growth to also be down 2% to flat. Organic net sales growth excludes the impacts of FX and acquisitions and divestitures until the anniversary day of the transactions.

Our three-year fiscal 2020 outlook expects a net sales CAGR of plus 1% to 2%. The fiscal year 2018 outlook moves the company closer to the three-year sales growth CAGR. We expect adjusted operating margin in the range of 15.9% to 16.3% for fiscal 2018 as we continue to strengthen our portfolio and invest in product innovation.

Our three year fiscal 2020 outlook expects adjusted operating margin of 16.5% in fiscal year 2020. We expect the effective tax rate to be 32.5 to 33.5% in fiscal 2018, and we expect adjusted diluted EPS from continuing operations of $1.84 to $1.89.

We expect to repurchase approximately $1.1 billion of shares in fiscal 2018 subject to market and other conditions. The fiscal 2020 algorithm expects an EPS CAGR of plus 10%. We establish this CAGR when the fiscal 2017 EPS outlook had $1.70 at the high end of the range.

Even factoring in our EPS overdelivery of $1.74 in 2017, the 2018 EPS guidance moves the company towards the three year EPS CAGR outlook. We expect to maintain a dividend payout ratio of 45% to 50% in each year through fiscal year 2020. Our 2018 outlook includes the estimated financial results of the Wesson business, since the sale was still pending.

We will update our 2018 guidance when the transaction closes. I also want to comment on the quarterly flow of the 2018 outlook. We expect net sales and EPS performance for fiscal 2018 to be weighted towards the second half of the fiscal year.

We expect net sales growth to improve each quarter as new products build distribution with customers and trial with consumers. Also, cost savings from realized productivity is weighted towards the second half, due to the timing of projects.

In summary, ConAgra Brands continues to make excellent progress executing its strategic plan as evidenced by the strong fiscal year 2017 financial results. We have made great progress upgrading our volume base. Gross margins and operating margins are expanding and our $200 million SG&A cost reduction program has over delivered.

Our balance sheet is strong and gives us the flexibility to evaluate acquisition opportunities to drive shareowner value. And our fiscal year 2020 financial outlook continues to support margin and earnings growth over the next three years, resulting in strong total shareowner returns over that time. Thank you. This concludes my formal remarks.

Sean, Tom McGough, and I will be happy to take your questions. I will now pass it back to the operator to begin the Q&A portion of the session..

Good morning everybody..

Hi, Andrew.

Good morning..

As I recall, I think back at your Investor Day, I think it was Supply Chain Head, Dave Biegger, he had mentioned that M&A as potentially an incremental benefit in terms of a much more significant I guess supply chain unlock, and therefore the potential for additional margin opportunity, and I guess volumes in the industry as a whole in ConAgra maybe taking a bit more time to come around.

I guess for ConAgra, does larger M&A became more of a necessity to sort of hit your current margin goals given negative fixed cost leverage and such?.

Yes, Andrew our long-term algorithm does not make an assumption in terms of any kind of scale deals, so the long-term numbers that we reaffirm today are basically us running our base play.

The point Dave was making at our Investor Day is that we have our top notch supply chain team that has been extremely active in the industry reducing the number of plants by 30% in the past six years or so, achieving realized productivity of 2.8% on average year-in your-out, which translates if you use to the measure of gross productivity through significantly higher number, as well as base plans to further increase realized productivity 15% and 20% by 2020, as well as commenting to get $400 million of working capital.

So all of those things are assumed in our long term algorithm and get us to our long-term algorithm. The point he was making on M&A is to the degree we all have conversations about bigger transformations within our supply chain.

There are other concepts out there and that last slide that shared in that presentation - that are really conceptual in nature, which are things like joint ventures, consolidation of supply chain networks, and things like that.

Those concepts always offer incremental opportunity, but what Dave was pointing out, those are things that we are always open to and we will always contemplate, but they are not assumed as required in order for us to get to our long-term algorithm..

Okay. Thanks for that, and then when do you anticipate that the change or decline that we have seen in distribution points should trough, I guess such that the velocity improvements that you site in the slides can start to really show through in terms of volume growth, because I think you did expand the work you’ve done..

Yes, you have seen this year, it has been a fundamental reset of top line and a big part of that and it varies by business, bank was a good example of where we have done a lot of SKU rationalization including in this past quarter in Q4, but you have seen trends abate there.

So, as we start to wrap those you're going to see those change and obviously we are quite pleased and excited about our top line prospects this year calling for a minus 2 to flat, which is a trend bend on our topline of 300 basis points to 500 basis points, which is probably some of the stronger bend in the industry.

And that obviously reflects wrapping this - the heavy lifting we have done this past year, but also the confidence we have in our innovation programs, and our plans to rebuild TPDs, total points of distribution in higher quality read this year.

So you will see that and I think as you think about our topline you should think about it as just like you’ve seen recently building momentum as we proceed through front half to back half quarter-to-quarter so to speak..

The next question will come from David Driscoll of Citi Research. Please go ahead..

Great, thank you and good morning..

Hi, David. .

Good morning.

Wanted to ask a few things here about new products, in your Investor Day you laid out the 2020 goal of 15% of net sales to come from new products, can you talk about this slate of F-18 new products, how it fits into that goal, how impactful you think these new products can be? And then can you share just what is the philosophy on the gross margin impact from new products? Do you have, kind of mandatory rules that the teams have to live by on the gross margin benefits or accretion that comes from new products?.

Yes absolutely. Let me hit those David. First of all the metrics David, we call it in renewal rate, which is percent of annual net sales that come from prior three-year innovations and historically we were I think in the high-single digits range.

Our goal is to get that to about 15%, not in a low quality way because we’ve got experience with SKU proliferation in the past, but in a higher quality way and we're making good progress this year just with the innovations like you have seen, but keep in mind when it comes to innovation we effectively, not only did we rebase our topline this past year, we basically pushed pause on all innovation, so we could rebuild the pipe in a higher quality way, which is the stuff you see launching this year.

So we will get better at that as we go and we will do it informed by our portfolio segmentation and our improved insights and analytics capabilities, but when we do evaluate future innovations, we do challenge our teams to always pursue margin accretive innovation.

Now sometimes in the early days of an innovation you will see a little bit of a lower gross margin, if we choose for example to go to a co-packer because in those cases, we want to prove out our thinking before we invest our own capital or if we buy a higher growth business that was run by an entrepreneur that has lower gross margins.

In their early days, we know once we can get it in our system we can raise those margins over time.

We’ve experienced some of that in this past quarter with Thanasi and Frontera as an example, but you can see from our past couple of years of behavior we are somewhat obsessed with the notion of margin expansion around here and certainly margin accretive innovation is part of that game plan..

And then just one follow-up on cost savings, did you say or can you say, what is the expected savings or the normal productivity savings expected in fiscal 2018?.

Yes David. We think of that specific level of detail, what I will tell you is that, the productivity programs that we discussed at Investor Day and the 3.3% of realized productivity is on track. What we’re seeing and it was really showed up in our Q4 results a bit, is the increase in inflation.

So as you remember we had an assumption of 2.3% of inflation over the three-year horizon for our algorithm, and Q4 our inflation was around 2.7% and right now we are looking at that as more of the run rate for 2018.

So on track with productivity, we are continuing to look even harder at opportunities there and pricing opportunities, but we are seeing more inflation, which impacts next year..

And the next question will be from Ken Goldman of JP Morgan. Please go ahead..

Hi, thanks very much.

Sean you highlighted at the beginning of your talk about margin growth still being a big part of the story, but if you look at the midpoint of your EBITDA margin guidance for 2018 it’s 16.1%, regarding the 16.5% by 2020 that’s only 20 basis points of growth per year over 2019 and 2020, I realized two and this point to Andrew's point volumes aren’t helping right, but it still seems like a fairly low bar for a company that’s early in its transformation, so I guess I’m just curious why is 16.5% not a bit conservative in your long-term outlook?.

Well we only gave the long term outlook just 6 or 7 months ago at our Investor Day Ken and obviously we have over delivered a little bit on the business since we gave our outlook.

So we’re not in a position to change that outlook now, we are reaffirming it, we are - as I pointed out many times, our margin expansion story, we did harvest a lot of the low hanging fruit in the first couple of years, and the language I used to describe where we go from here is that we will continue to keep chipping away at it, and we will do that successfully.

With respect to margins and frankly with respect to our profitability overall, I always make the point that what we focus on is the centerline of our profitability moving North over time.

And the reason for that is as you know in any given quarter, in any given year there might be other dynamics that can impact gross margin, in the short-term one way or another. Last thing you want to do when you are leading a transformation like we’re leading is let those short-term dynamics take you off of your strategic game plan.

So in the case of this year we've obviously got significantly more inflation in our outlook than we had last year. That will be a factor, but the good news there is that principally we always plan to price to inflation and we will look to do that again.

Dave you want to add something to that?.

Yes just to build on that, another dynamic Ken is that with SG&A, as I commented. We were improved $214 million for the year, right? So that exceeded our target. Some of that was some one-time benefit and some headcount-related stuff that will come back for next year.

So, we accelerated that savings, so some of that savings is going to kind of come back next year in terms of some moderate increases in SG&A. So that’s just the dynamics of the timing between 2017 and going forward..

Thank you. And then from my follow-up, you were just talking about passing on some inflation.

General Mills said this week that when it comes to taking price it isn't really having many problems that it is the retailers that are investing in price, but certainly taking Mills as increases, but Smucker few weeks ago sort of said the opposite, I’m just curious in your view where does ConAgra currently fall in this spectrum, have you had any more difficulty than usual taking pricing, have any of your major customers been more challenging to negotiate with, just trying to get a general sense of your view of the industry right now?.

Yes Ken, I think this is a really important point and you heard in my comments earlier that it is obvious that retailers and manufacturers are like - are hungry for improved growth, and we believe that the key to that growth is innovation and we also believe that the consumers calculus on value is a lot more than price alone.

And in fact now that we are in an inflationary environment as we thought we would be, we do plan to price inflation as we can and that’s what I expect we will do going forward and as we do that there are really three things I would want you to keep in mind.

One is, our customers understand fully what ConAgra is doing in terms of transforming our brands and our portfolio and they are very supportive of our work to upgrade and contemporize these brands and acknowledge that consumers evaluate a lot more than price point in their value calculus. So our customers are supportive.

Frankly, our customers probably historically have compressed their own margins on our businesses too much and they are happy to see our prices and our quality and innovation move north. So that’s a positive and we have, I think as good a customer relationship right now as that’s certainly we have seen since I have been here.

The second thing is, as we think about pricing, in every one of our segments we have brands that offer terrific value price points. So, if we have to take price they will still be a terrific value relative to alternatives specifically because of the brand renovation work that we’ve been doing.

And then the other point is, I think the point I made, which is when the environment shifts from noninflationary inflationary sometimes you see some growth gross margin volatility in the short term and that is why we focus on the centerline not sure term deviation.

So, yes I think pricing to inflation will continue to be a central part of our game plan and that’s what we intend to do going forward. In fact, in some of our categories, I think some peanut butter, we’ve already done that here in the recent months..

The next question will be from David Palmer of RBC Capital Markets. Please go ahead..

Thanks. Good morning.

Could you talk a little bit more about how your promotion efficiency and innovation pipelines are different as you head into fiscal 2018 than a year ago? And in particular you talk about the 3 to 5 point improvement in revenue, I am wondering how much of that is roughly bucketed between these different things, including the SKU reductions? Thanks..

Yeah David, I think if you go back a year, maybe two years, three years certainly, we have moved from being one of the most promotional companies in the food industry to now I think we are probably in the bottom two or three. So our promotional intensity has changed dramatically.

We still do a lot of promotion, but it is higher quality promotion, we have better systems in place, we track and examine every single event.

Obviously, we are still young at doing that, but we are getting better at that every day, and that is, importantly it is retraining the consumer to buy our products in a non-merchandized condition based on the attractiveness of the benefits they see on the shelf. And that is a critically important notion over time.

But certainly that 300 to 500 basis improvement that we are counting on this year is tied heavily to us getting our new innovation into the marketplace.

We will continue to weed out items that are either margin dilutive or don’t help our brands, but we hope to have net gains and that’s what we expect as we launch these new innovations so it will be clearly a net positive.

Dave, do you want to add something?.

Just to add one thing. Our trade productivity target of 100 million in savings through the end of 2017 were about two-thirds of the way through that. So we still expect the benefit as we move forward. We finished fiscal 2017 in the grocery business of about 80 basis points of improvement in pricing, and about 110 basis points of improvement for frozen.

So that will still be part of the calculus to grow, but as Sean said, the new products launching and the volume as a big part of it as well..

And just following up on that, when it comes to promotions and the efficiency of them, there is a type of promotion efficiency you can get by having better spend on the dollar.

So at some point, particularly as you get your innovation pipeline ramped up are you getting a pipeline and better insights about how you can change the constructs of you promotions such that you can better bank for the buck and better net revenue impact in fiscal 2018?.

Yes, David that is a center piece of what we are doing and we have invested as we have mentioned before in a number of IT tools, post event analytic tools, trade planning and optimization tools that led us look at all kinds of events by ROI literally at the store level or vent level and it’s in the simplest notion what you do is you identify the inefficient ones, you do fewer of those, you identify the ones that are much more efficient and you do more of those and it is basically a mix concept, it is a mix improvement and it is delivering improved overall effectiveness and efficiency..

The next question will be from Jason English of Goldman Sachs. Please go ahead..

Hey guys, thank you for squeezing me in..

Hi Jason..

Hi Jason..

Congrats on a pretty solid year all around, particularly in a tough environment. Looking forward, I think you shared some color, I am afraid I missed some of the details, so I was hoping you could remind me what you said in terms of expectations for growth by segment.

I thought I heard you say, international food service you are going to apply your value to volume approach there, so we should expect some weakness, but did you say that grocery and Refrigerated & Frozen could perhaps return to growth this year?.

Jason you did hear me correctly. While we don’t guide at a segment level, you can gather from my comments that we are expecting meaningful improvement in our US retail businesses overall and that does reflect the upgraded volume base and robust innovation slate.

So at a company level though, our sales guidance of minus 2 to flat does imply that 300 to 500 basis point improvement which while a significant trend band is something that we are confident we can deliver and something that we will ride our US Retail Business as hard in order to deliver..

Thank you for that clarification.

Then one other question on the buy back, first house-keeping, how you do plan to fund it? Anything you can say in terms of cadence of how you expect to stagger at the buy back and then what if anything, does this mean in terms of you ambitions for sizeable M&A if instead you are kind of deploying a lot of capital, a lot more than we expected into share repo this year..

I’ll tell you what, Jason let me take the M&A question and then Dave you can comment a little bit on our buyback and cadence and things like that.

With respect to M&A, obviously we’ve been very vocal about our belief that acquisitions will contribute be they smaller modernizing deals like Frontera or Duke’s or larger more synergistic deals, and as you know we will approach any deals we look at with strategic and financial discipline.

If something fits strategically it is actionable and offers a compelling return, we will have fire power and organizational capacity to act.

So if a larger synergistic opportunity came out we have the ability to push pause on our buyback program and pursue that deal and our conclusion would be that that is a better way to drive value for our shareholders in that hypothetical scenario.

Dave, any specifics on the buyback?.

Yes, as it relates to the buyback, if you go back to Investor Day Jason, I was very clear about, you know this is our target for buyback assuming no synergistic acquisition, so based on our balanced capital allocation approach if we were to enter in to a large synergistic acquisition that assumption could change. So that’s just important to know.

In terms of the funding of it, as you saw this year, our cash flow from operations was about $1.1 billion. We anticipate that next year will be in line with that so most of it would be funded from our cash flow operations with a little increase in our debt. So, that’s generally - we don’t comment on the cadence..

The next question will be from Robert Moskow of Credit Suisse. Please go ahead..

Hi.

A couple of questions on the modeling, if I could please, The share repurchase of $1.1 billion, let’s say it all got done, what do you think you would do to your net diluted share count, like how much of it is to offset options and some stuff like that? And then if I look at the range of sales guidance, you know negative 2 to 0 and then compare that to the op margin range, is the assumption here that if you were down at negative 2 that your margin would be higher because you would be working towards a specific operating income kind of number, and if so what is that operating income number look like, but by my modeling it kind of implies like of flattish year for operating income for the company? Thanks..

Yes, so good question.

Obviously, we have given a range here, so there is a lot of different outcomes that we could have, just to start with your share count question, assuming we would do to pull buyback, clearly we would have more share dilution and just what we need for management compensation, so you can make an assumption on that and were the weighted average shares would be.

In terms of the mix between EPS growth and where we would be from operating profit, as you look we gave a range on our operating margin for next year.

And the reason for that is because when you look at the new products being launched and the investment behind that in terms of A&P, we do intend to increase our A&P and we talked about this at Investor Day kind of given where our A&P is at 4.2%, compared to some of the peer companies there is room to grow there.

So, we would anticipate some investment increase in investment there, but we want to reserve the right as the year goes on and we look at the new products and the execution what those opportunities would be.

So that is clearly part of the dynamic, which would obviously affect operating profit increased during the year depending on what level we would go with our A&P.

From an SG&A perspective, as I mention we expect some moderate increase given the acceleration of benefit this year, but we finished this year of 10.3% and we clearly don't anticipate getting back the 10.8% that we talked about at Investor Day.

So that’s the dynamic obviously from a modeling perspective, you get to look at a lot of different scenarios, but generally that’s how we think about it..

That’s helpful. I’ll pass it on. Thanks..

And the next question will be from Chris Growe of Stifel Nicolaus. Please go ahead..

Hi good morning..

Hi, Chris..

Hi.

I just had two questions, I could start first with those follow-up just to understand the, you have all the innovation coming in this year, or your incremental innovation coming in, do you still have some of that tale of SKU rationalization that’s occurring as well and, just to sort of understand, is innovation back-half loaded and SKUs - rationalization more front end loaded, just to understand kind of the cadence of how sales growth improves during the year?.

Yes, I think, while we don't give quarterly guidance clearly we expect the topline that we're going to deliver to build sequentially as we proceed.

With respect to kind of the weeding and feeding process as I will call it, we will continue to do SKU rationalization, recall that, the final 20% of our volume historically accounted for the vast majority of our SKUs and we went a long way towards beginning to rationalize some of that last year, but some of that will continue and is certainly continuing now, but we will - we expect to offset that and grow the business through the introduction of the new higher velocity, higher margin items, and those will really flow in as we move through Q1 and in Q2 and build that distribution through the end of the calendar year.

So, I can't give you the exact month-to-month kind of net-net in terms of the weeding and feeding Chris, but that’s directionally how to think about it..

And then maybe quantify that degree of the ongoing sort of SKU rationalization, is that something we should expect going forward, is there larger than usual amount this year?.

I think we will - as category managers we have always got to do it and you are always going to renovate or at least you should, your brands and your portfolio, so that will be an ongoing peace, but on a going state it is nowhere near the likes of which we have done in this last year, which is really take a significant step forward.

It will move into a more normalization rate as we move through this year..

The next question will be from Rob Dickerson of Deutsche Bank. Please go ahead..

Okay thank you. Sean this is just a very general question for you, any incremental color just basically on the M&A environment in general, I think would be helpful for everyone.

You know it really, I feel like over the past few years we’ve seen descent consolidation obviously within the space, you know over the - I mean, really, year-to-date this year, we're seeing the incremental volume pressure within the industry where a lot of the company is kind of expecting to drive incremental growth through innovation, later in the year.

They were hearing all about the pressures and with the retail landscape, we’re seeing some potential increased consolidation on the retail side.

So, I was just curious when you speak to your ability, your firepower willingness to do deals, let’s say do you foresee more assets actually coming to market by giving you more options to potentially acquire or at this point, does there seem to be somewhat fine line pipeline?.

Well it changes every day when you open the newspaper Rob, and certainly if there were an action ability meter out there, the newspaper reporters would have that action, it would make sound like there are more things coming to the market this year than it has been available.

My attitude is, I believe it when I see it, but we are always looking and we always cast to widen that and we are very positive about the role that acquisitions can help in our value creation agenda.

At the same time, it is our responsibility and shareholders to keep a level head and make sure that what we look at not only fit strategically, but that we are financially disciplined, and we have been, we will continue to be and we will continue to be on the lookout for deals that make good strategic sense and make good financial sense and hopefully there will be some increased action ability moving forward, but we are always ready should that materialize..

Okay great, I’ll pass it on..

The next question will be from Alexia Howard of Bernstein. Please go ahead..

Good morning everyone and thanks for the question..

Hi, Alexia..

Hi.

Can I ask about the main drivers of margin expansion this year, it seems like that you have done a lot of heavy lifting on SKU rationalization and so on, so I'm just curious about what are the big levers there and then the follow-up question and I’m not sure you have commented on this yet, but is there likely to be any significant dilutions from the divestments of the Wesson later in the year? Thank you and I will pass it on..

Yes Alexia, I will start with the second question first. We are not going to comment at all on any numbers related to Wesson until the deal would actually close. So when that happens we will give more information on that.

Regarding your first question, if you look for the year from a gross margin perspective, we were up 180 basis points and that’s just as a reminder coming off at 2016 where we were up 260 basis points. So, we have gone from 26.5% gross margins to 30.2% in two years.

When you look at 2017 of the 180 basis points improvement, about 50 basis points of that was related to the divestiture of Spicetec and Swank because that is very low margin mid-teens business.

In addition to that we still are hitting our realized productivity targets that we talked about at Investor Day, so we are getting great productivity from our supply chain.

Inflation was relatively benign in the first half of the year, but we have seen it click up particularly in the fourth quarter as I mentioned earlier, around 2.7%, but all in all we’ve still had nice improvement in gross margin for the year despite that headwind..

The next question will be from Jonathan Feeney of Consumer Edge Research. Please go ahead..

Good morning, thanks so much for the question. I wanted to - I think last week we hit an all-time low for the BB High Yield Index, you made a comment, I think it was Mark, made a comment about - commented on investment grade rating, so question or follow-up I had, sorry, I think it was Dave rather. Too many conference calls.

In your record EBITDA interest coverage this quarter and set up for that next quarter, what drives and trading the stock at the minute trading at something like 16 times what you are guiding for 2020 just on that 10% GPS CAGR, what drives that commitment and to the investment grading, what doesn't make this a kind of unprecedented opportunity to take advantage of that with the affordability that kind of low interest rate gives you and maybe event to term out? And as a follow up if the right deal were to materialize, say if one that would give you a number one market share and a category that’s important to you, would you consider being flexible on that or what’s your sense of how high debt-to-EBITDA that this company you can handle in your opinion? Thank you..

Yeah, so will take the second question first, we don’t comment on or speculate about M&A, so obviously we evaluated everything as Sean said, we cast a wide net, and then we evaluate everything based on its strategic merit and then all the financial metrics associated with it. To your first question, clearly we are seeing very attractive markets.

The cost of borrowing is very low. We believe and remain committed to investment grade, because it really gives us flexibility to borrow, it keeps our borrowing cost even lower and it gives us access to the commercial paper markets, which are very important for us, very low cost of financing and gives us a lot of flexibility.

So, that’s what we’ve committed to and we can continue to make that comment in this environment where we have very low rates all around..

The next question will be from Akshay Jagdale of Jefferies. Please go ahead..

Thanks for squeezing me in. I just wanted to follow up on portfolio repositioning and the capital loss carry-forward.

I think you mentioned the - using 37% or 38% of it so far, can you explain the math there, because I think you have sold two businesses for a total of, I don’t know $700 million, $800 million and so I am not understanding the math of how you get to that much usage of the capital loss carry-forward, maybe I’m not understanding it and then more broadly for Sean, I mean, how do you think of value creation when you’re divesting assets? Thanks..

Akshay, let me take the first one. So our capital loss carry-forward was about $4 billion, we are down to about $2.5 billion and there were several kinds of pieces of that. The Spicetec and Swank divestitures we benefitted. There were some parts of the Lamb Weston spin where we utilized it.

And then with the Wesson divestiture, even though we haven’t closed from an accounting perspective as you saw on our release, you account for that now because it is probable that you would use it.

Because as you may know, even though it is an asset on our balance sheet we fully reserve for that asset and then we use it, we get the tax benefit that goes through the P&L. So, clearly we have a track of using them as we said, we’ve utilized 38% to date. So, we feel good about that progress..

One is, strengthening the businesses we already own, and undoing a lot of legacy stuff that we’ve talked about making them stronger margin for the future. Two is adding new assets to the portfolio that fit strategically with what we do that enhance our growth profile, potentially enhance our margin profile.

And third would be surgically letting go of businesses that don’t fit what we are doing strategically or are a chronic drag on our top line or a chronic drag on our margin structure or assets that somebody else values more materially than we do.

So all those three things in together really comprise the recipe for how we’re going to maximize value here at ConAgra..

And ladies and gentlemen, this will conclude our question-and-answer session. I would like to hand the conference back over to Brian Kearney for his closing remarks..

Thank you. As a reminder this conference is being recorded and will be archived online as detailed in our news release. As always, we are available for discussions. Thank you for your interest in ConAgra Brands..

Thank you. Ladies and gentlemen, the conference has now concluded. Thank you for attending today’s presentation. You may now disconnect your lines..