Gary Rodkin – CEO Chris Klinefelter – VP, IR John Gehring – EVP and CFO André Hawaux – President, Consumer Foods

David Driscoll – Citi Investment Research Doug Ernst – Bank of America Ann Gurkin – Davenport Andrew Lazar – Barclays Capital Vincent Andrews – Morgan Stanley Eric Katzman – Deutsche Bank Robert Moskow – Credit Suisse Alexia Howard – Sanford Bernstein Robert Dickerson – Consumer Edge Research

Good morning, and welcome to today's ConAgra Foods fourth 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 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. This is Gary Rodkin. And I'm here with John Gehring, our CFO, and Chris Klinefelter, VP of Investor Relations. Over the next few minutes, John and I will provide our views about the strategic operating and financial aspects of the quarter. But before we get started, Chris will say a few words about housekeeping matters.

Good morning. During today's remarks, we will make some forward-looking statements. And while we're making these 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. So if you'd like to learn more about the risks and factors that could influence and affect our business, I'll refer you to the documents we filed with the SEC, which include 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 measures for Regulation G compliance can be found in either the earnings press release, the Q&A document, or on our website under the Financial Reports and Filings link, and then choosing Non-GAAP Reconciliations. Now I'll turn it back over to Gary.

Thanks, Chris. We had a very good year. As planned, we delivered $0.39 of diluted EPS in the fourth quarter, making the year $1.74, excluding items impacting comparability. That’s just sigh of 15% comparable EPS growth for the year and a high quality performance when you take into consideration the core top and bottom line growth in the Consumer Foods segment, the dollar and unit market share gains for that segment on a full year basis, and the generation of $1.4 billion of operating cash flow through strong earnings and excellent working capital management. Supply chain productivity, innovation, and marketing, all played key roles. That’s part of building a strong base to drive sustainable profitable growth for years to come. I’ll talk about that more in a few minutes. First, here is the overview of how our fourth quarter shaped up. Diluted EPS came in where we planned, at $0.39, excluding items impacting comparability. Comparable operating profit for consumer increased 10%. Excluding the estimated 7% benefit from the extra week last year, sales were up about 3% for Consumer Foods. Our Commercial Foods sales were down 6% and operating profit was down 26%. The extra week a year ago contributed to these declines as well as product cost issues and a cost allocation process change we discussed earlier in the year. Our milling performance was strong, but last year was unusually so creating a tough lap for this year. Net-net, as we indicated to you last quarter, we expected these results. And as we look forward, we’re confident in the underlying operating capabilities of Lamb Weston and ConAgra Mills and expect this segment to deliver overall growth in fiscal 2011. Let me give you some more detail about the segments, starting with Consumer Foods. As I just mentioned, we finished the year with a very good fourth quarter performance, both in comparable sales growth of 3% and comparable operating profit growth of 10%. That’s a continuation of strong results all year for the few notable full year highlights. Topping the list is dollar and unit market share growth for the aggregate portfolio on a full year basis. Our top 15 categories, which is most of our business, grew significantly faster than our overall average. We also delivered strong supply chain productivity savings. These exceeded $300 million for the year, higher than we originally planned, which more than offset modest inflation. We increased marketing investment to build for the future, and this all resulted in strong operating margin expansion, ending the year at almost 15%, which is more than 250 basis points of improvement over last year on a comparable basis. That combination of elements demonstrates a high quality year, one that we are all proud of. And it demonstrates a strong foundation for continued profitable growth. I’d like to spend just a few moments talking about some of the initiatives that have and will continue to strengthen the foundation in the Consumer Foods segment. Innovation is a key strategy for the Consumer Foods segment. Over the last few years, we’ve made tremendous progress building a strong innovation pipeline. We are focused on platform opportunities with staying power and growth potential. I’m very pleased to say that new products represented about 5% of Consumer Foods’ top-line for fiscal 2010. That’s up substantially over where we were just a few years ago, demonstrating how far we have come and the growth potential we are unlocking in our portfolio. We’ve told you about our recent wave of innovation, including Healthy Choice, Mediterranean Steamers, Banquet fruit pies, and Marie Callender's Signature bakes. Those are great items that for the most part we expect to have reached full retail distribution by late summer. But I also want to highlight new Healthy Choice Lunch Steamers, another new product line that we are getting ready to ship. We are heavily skewed toward dinner in our frozen portfolio. So a significant opportunity exists for us to pursue lunch more aggressively. Lunch steamers are an outstanding combination of food and packaging, with great-looking, large-cut ingredients that look and taste fresh. This is a product that you truly have to see and taste to appreciate how good it is. And we consider it another example of breakthrough innovation from us in the frozen category. Other new products just starting to ship include Chef Boyardee whole grain, which has three new SKUs to improve mom’s perception of the brand’s nutritional value with added wholegrain, reduced sodium, and no MSG. We are excited about our new products, the growing strength of our brands overall, and I’m confident that we are on the right trajectory. Overall, our core portfolio is in good shape. For example, our Hunt's tomato business, which is a $600 million, grew at a double-digit rate over the past two weeks. That said, we do have a few challenges, particularly popcorn. Category sales are soft, but we will use our leadership position in category expertise to revitalize it and improve our performance. You will see meaning activity from us in popcorn later in fiscal 2011. As you know, the fuel for the innovation and marketing that will drive our top-line is enabled by our excellent ongoing supply chain savings. We generated over $300 million of cost savings for Consumer Foods in fiscal 2010, another very strong performance. And as we said at CAGNY, we are committed to $275 million in fiscal 2011. I couldn’t be more pleased with our supply chain momentum and have a lot of confidence in our long runway of productivity. And one last point I want to make on Consumer is that our customer relationships are getting better all the time. To that point, for the first time, we were recently named Supplier of the Year by our largest customer. That’s a terrific accomplishment and it is proof of the real change that has taken place in our operations over the last several years. Now I’ll move on to the Commercial Foods segment. While we believe the worst is behind us, Lamb Weston is still navigating a touch domestic restaurant environment. Sales and volume for Lamb Weston were up in a comparable 13-week basis, which in itself noteworthy considering the environment. Profits were below a year ago amounts for the reasons I already mentioned. I do want to emphasize that we are dealing with a poor quality and expensive potato crop harvested last fall. Although we still have some headwind on the cost of goods side carrying into this year, we expect that the new crop will be less expensive in a more normal processing and storage characteristics. I also want to offer that we do expect a slowly improving restaurant environment. We also had a negative impact from a product cost allocation process change that we discussed earlier in the year. Those were planned, but it was a situation where we’ve got a benefit earlier in the year and then a negative in the current quarter. The laps will be more normal for this year, so it won’t be a factor. This combination of events is an anomaly very unusual. Our customer partnerships remain a key strength. Cisco again named Lamb Weston as its number one food supplier, a significant recognition that our team has received many times in the past. When you combine strong customer service along with the fact that we are aggressively managing costs across the business to maintain reasonable margins, this is a strong indication that our team is focused on the right things with the long-term health of the business. Along these lines, our new plant construction in Delhi, Louisiana, is moving along nicely and we expect it to be ready to ramp up for this fall’s crop. We expect sweet potatoes to play a significant role in Lamb Weston’s top-line growth this year. Taking all things into consideration, I am confident that Lamb Weston will return to good growth in fiscal 2011 and that this business continues to have a strong future ahead of it. ConAgra Mills continues to do an excellent job, managing market volatility, product mix, and efficiencies. In the milling business each quarter, there are unique opportunities. Profits this quarter were below year-ago amounts, but still very healthy. We planned for that given the very high profits a year ago from a combination of elements, including very favorable wheat milling yields and an extra week. Overall, fiscal 2010 was a great year for milling operations, and I know that our team there will continue to deepen continue relationships, focus on efficiencies and manage through volatility to capitalize on future growth opportunities. Let me turn briefly to our recent M&A activity. Although organic growth is certainly top of mind for us, we are also interested in improving our portfolio with smart transactions. Although we completed dramatic portfolio changes over the past four years, we continue to become more focused on where we have a right to win. Over the past month, we agreed to divest one of our Commercial businesses for $250 million and agreed to acquire two others on the Consumer side for about that same amount, a modest but important continuation of our transformation. The pending transactions remain subject to customary closing conditions. John will mention specifics of these deals, but I want to reinforce that with these moves, we are refining our focus, concentrating our capital on areas with good growth and efficiency potential, and expecting to improve our mix in margins. These are good moves. Wrapping up, I’m pleased with fiscal 2010’s performance. I’m going to let John say more about financial matters, but our expectations for fiscal 2011 offer another year of good growth. Consistent with our long-term algorithm, we expect our fiscal 2011 diluted EPS to reflect 8% to 10% from this year’s base of $1.74 adjusted for items impacting comparability. Aim for that growth to be concentrated in the back half of the year for the reasons mentioned in the release. We remain committed to the long-term sales, EPS, and return on capital goals you’ve heard us discuss before. Thanks for joining us today. I appreciate your interest. And now, I’ll turn it over to our CFO, John Gehring.

Thank you, Gary. And good morning, everyone. I’m going to touch on five topics this morning. I’ll begin with our fourth quarter performance highlights and then comment on portfolio changes. Next, I’ll address comparability matters; then on to cash flow, capital and balance sheet items; and finally, I will provide some comments on our outlook for fiscal 2011. Starting with our fourth quarter performance, as Gary noted, the fourth quarter was a bit mixed with continued good performance in our Consumer segment and some challenges in our Committee segment, centered on performance at Lamb Weston. For the quarter, we reported fully diluted earnings per share from continuing operations of $0.27 versus $0.38 in the year-ago period. Adjusting for items impacting comparability, fully diluted earnings per share from continuing operations were $0.39, in line with our expectations. Earnings from discontinued operations include the operating results of the Gilroy dehydrated vegetable business, which we are in the process of divesting. As a reminder, the sale of this business was not contemplated when we prepared our full year earnings estimate, and therefore the Gilroy operating earnings were included in our previous guidance for fiscal 2010 of EPS approaching $1.73 per share, adjusted for items impacting comparability. Let me touch on a few other operating highlights for the quarter. First, as we’ve noted, the Consumer Foods segment turned in another good quarter, with operating profit up 10% on a comparable basis. This represents the sixth consecutive quarter of year-over-year performance improvement. We continue to execute well and consistently on each of our fundamentals; innovation, marketing and merchandising, sales performance, and supply chain capabilities. Reported Consumer Foods net sales were down approximately 4%. However, on a 13-week basis, net sales were up approximately 3%. We estimate that the extra week in the prior year contributed approximately 7% to volume and net sales. Inflation for our Consumer business continues to be very manageable. Excluding materials related to pass-through categories, our commodity input costs were up slightly in the quarter. Our Consumer Foods supply chain cost reduction efforts continue to yield good results. And as Gary mentioned, we delivered cost savings of $300 million for the year. Based on the cost savings performance over the past several quarters and a significant pipeline of opportunities, we remain confident in the ability of our supply chain team to continue its consistent delivery of cost savings throughout fiscal 2011 and beyond. On marketing, Consumer Foods advertising and promotion expense for the quarter was down approximately $17 million or 18%, as we lapped a prior year quarter that included a very high level of investment. We remain committed to investing selectively and in an impactful way behind our key brands. For this quarter, foreign exchange favorably impacted Consumer Foods net sales by 1% and operating profit by 3%. Turning now to our Commercial Foods segment, we had some mixed results in the quarter. Overall , operating income was down 26%. About 7 points of the profit decline for the segment reflects the extra week last year. In addition, we had several factors that negatively impacted our Lamb Weston business, including unfavorable product cost resulting from a high-cost, poor-quality crop and the impact of the cost allocation process change, which, as previously communicated, benefited earlier fiscal quarters this year, but negatively impacted the current quarter. Our Mills business performed very well, but was lapping a very strong quarter in the prior year. So while their operating profit was down somewhat, they continue to have strong momentum in the business and execute their business plans with excellence. Other portions of the segment were up slightly. We remain confident in the ability of our Consumer Foods management team and the strength of the business models over the long-term. For the total company, our core selling, general and administrative expenses, which exclude items such as advertising and promotion, incentives, commissions, royalties and comparability items, came in slightly higher than our zero overhead growth, or ZOG, goal for the year. The overhead was due principally to some incremental investments behind our cost savings initiatives. We continue to challenge our teams to control costs and to achieve high ROI on incremental G&A investments. Moving now to portfolio changes, as you know, we have announced several transactions during the past several months that are consistent with our portfolio optimization objectives. First, we completed the acquisition of Elan Nutrition, a nutrition and snack bar manufacturer, for approximately $105 million in cash. This acquisition provides us with additional capacity for our fast-growing, store brand snack bar business, as well as access to substantial innovation capabilities in this category. Second, we’ve recently announced that we have reached an agreement to acquire the assets of American Pie, which produces frozen pies under the Marie Callender’s and Claim Jumper brands. We expect the transaction to close in the next 30 days subject to customary closing conditions. We plan to fund the purchase price of approximately $130 million out of cash on hand. This business provides us a strategic adjacency to our core frozen platform. And upon closing, we will also have full rights to use the Marie Callender’s equity for all frozen food offerings. Finally, we reached an agreement to sell the Gilroy Foods & Flavors dehydrated vegetable business to Olam International. We expect the transaction to close during the first quarter, again subject to customary closing conditions, with proceeds in the range of $250 million. In connection with the divestiture, we have recorded a non-cash impairment charge in discontinued operations of approximately $60 million pretax in the fourth quarter. This charge is consistent with our estimated loss on sales. With the completion of these three transactions, we will have maintained or increased our earnings base, adjusted capital to more strategic categories and improved our long-term growth and return prospects. We will continue to look for additional growth and portfolio improvement opportunities. Now, I’ll move on to my third topic, items impacting comparability. Overall, we have $0.12 per diluted share of net expense in this quarter’s EPS, which came from several items that I’d like to touch on now. First, based on an updated assessment of network optimization strategies and the related impact on our plans for a partially completed manufacturing facility, we recorded a non-cash impairment charge of approximately $33 million or $0.05 per share in the fourth quarter. We are confident that the alternative network optimization strategies identified in our updated assessment will better support our cost savings initiatives and provide better returns on future capital outlays. Next, the company incurred approximately $14 million of transaction costs to secure federal tax benefits of approximately $27 million related to the construction of the Delhi, Louisiana sweet potato plant. These benefits are incremental to our previous estimate of tax incentives for this project and will be recognized by the company in future years. In addition, we also incurred $39 million or $0.05 per share of restructuring charges related to our previously announced relocation of our meat snacks production from Garner, North Carolina to Troy, Ohio, and the relocation of administrative function principally related to our snack business from Edina, Minnesota to an existing office facility in Naperville, Illinois. Also, our income tax rate for the quarter reflects approximately $0.01 of benefit from a lower than planned effective tax rate. This benefit reflects changes in estimates and audit settlements related to prior years, as well as other tax planning benefits, all set by one-time charge of approximately $8 million resulting from the tax law changes related to the recently enacted healthcare legislation. And our earnings from discontinued operation include $0.01 of earnings in both the current year and the prior year related to the operations of the Gilroy dehydrated vegetable business, which we are in the process of divesting. That $0.01 was included in our original guidance. On hedging for the fourth quarter, the net commodity hedging impact on corporate expense was immaterial. Now, let me turn to cash flow, capital and balance sheet items for the quarter. First on cash flow, we had a very successful year. In fact, for fiscal 2010, our cash flow from operating activities was over $1.4 billion compared with approximately $975 million in fiscal 2009. This represents an increase of approximately $450 million. This is our second straight year of significant improvement. And we closed the year with approximately $950 million of cash on hand and no outstanding commercial paper borrowings. We made great progress in fiscal 2010 on working capital management. We reduced our cash conversion cycle by seven days and generated over $300 million of cash. We continue to make good progress on a comprehensive set of working capital initiatives designed to drive improvement over the next several years. Next, on capital expenditures, for the quarter, we had capital expenditures of approximately $123 million versus $117 million in the prior year. For the entire 2010 fiscal year, CapEx was approximately $500 million. This amount includes current year outlays related to the recovery of our meat snacks business, which we expect to be substantially funded by insurance proceeds and expenditures related to our new sweet potato plant, which will be partially funded over time by tax incentives. And as we have said before, we have set the mix of our capital expenditures to continue to shift away from infrastructure, and two, more innovation and growth investments. Net interest expense was $39 million for the quarter versus $51 million in the prior year. Interest income from the notes receivable associated with the sale of our trading and merchandising operations was approximately $22 million in the current quarter and $21 million in the year-ago period. We remained very comfortable with the collectability of these notes. In fact, prior to year-end, we received approximately $115 million as payment in full for the first tranche of notes, including interests. These notes were originally scheduled to mature on June 19, 2010. Dividends for the quarter increased to $89 million from $85 million in the prior year due to the increase in our quarterly dividend from $0.19 to $0.20 per share, which took effect in the third quarter of this year. During the fourth quarter, we acquired approximately 4 million shares for about $100 million under the $500 million share repurchase program that our Board authorized during the third quarter. We have approximately $400 million remaining under this program. During the fourth quarter, we also made a voluntary $100 million contribution to our pension plans and we funded the $105 million acquisition of Elan out of cash on hand. Given our strong liquidity and cash position, I would like to highlight our capital allocation priorities. First, we remain committed to a top-tier dividend payout. We know that a healthy dividend is important to many of our investors. In addition, we are focused on growth and profit enhancement investments, including new product and capacity expansions such as the new sweet potato plant in Louisiana that is currently on track to open this fall. We also continue to pursue acquisitions. In doing so, we generally look for acquisitions that drive growth in category that align with our core competencies, help us leverage our existing infrastructure, and therefore enhance our efforts to optimize our portfolio. Both the Elan and American Pie acquisition fit these criteria very well. We also periodically review and evaluate debt markets and consider opportunities to lower our debt costs and/or extend debt maturities at favorable rates to maintain our strong balance sheet. And finally, we also recognize that at times share repurchase programs are an attractive for our shareholders. We will continue to balance this option with the other priorities. Now, I would like to share some comments on our fiscal 2011 outlook. As Gary mentioned, we expect fiscal 2011 diluted earnings per share adjusted for items impacting comparability to grow at a rate of 8% to 10% from our 2010 base of $1.74 per share. This growth is consistent with our long-term outlook. In addition, this earnings estimate reflects revenue growth in the range of 3% as well as gross margin improvement driven by strong cost savings, but partially offset by higher input inflation. For fiscal 2011, we are targeting $275 million of cost savings in our Consumer business. The outlook also reflects a continued focus on selling, general and administrative cost control and an expected effective tax rate in the range of 34% for the full year, although this rate may fluctuate somewhat from quarter to quarter. While we expect to get some EPS lift from the M&A transactions that I described earlier as well as some other capital allocations, we are planning on most of the EPS increase to be driven by organic earnings growth. Consistent with fiscal 2010, we expect the earnings growth in our Consumer Foods segment to continue and to be driven by innovation, marketing, merchandising, strong supply chain capabilities, and a portfolio with strong value appeal. In our Commercial Foods segment, we believe profits will be up modestly, reflecting both revenue recovery and cost challenges in our Lamb Weston business as well as prudent planning assumption for our Mills business, which has performed extremely well over the past two years. Overall, we are committed to our algorithm of 8% to 10% EPS growth, and we are optimistic about the long-term strength of our businesses. And while we are confident about our full year guidance, I would note that we expect EPS growth to be concentrated in the second half of the fiscal year. There are a couple of key factors that contribute to this timing. First, we have a high raw material cost issue at Lamb Weston related to the core quality problem. These raw material costs will improve once we work through the old crop and begin processing the new crop. In addition, we have a difficult comparison created by unusually strong net cost savings in the Consumer Foods segment in the first half of fiscal 2010. In other words, the amount of net benefit from the excess of cost savings over inflation for the first half of fiscal 2010 was higher than the similar benefit we expect for the first half of 2011. In addition to earnings growth, we also expect continued strength in our operating cash flows in fiscal 2011. We expect cash flows from operating activities to be in the range of $1.2 billion, with working capital improvements contributing in the range of $100 million before considering the impact of acquisition and divestitures. Further, we expect capital expenditures to be approximately $525 million, which includes costs related to the completion of our sweet potato plant as well as costs related to the expansion of our Troy, Ohio facility plant in support of our Slim Jim recovery plants. As a reminder, a substantial portion of the Troy, Ohio expansion will be offset by insurance proceeds. We have approximately $260 million of debt maturities in fiscal 2011, which at this point we expect to repay with cash on hand. And finally, with respect to our Slim Jim business, we expect to settle our insurance claim during fiscal 2011. We expect the settlement to result in a gain, which we have not included in our guidance and which we will identify for you when we discuss our results. To date, we have received approximately $85 million in cash in connection with our insurance claim. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Gary and I, along with André Hawaux and Rob Sharpe, will be happy to take your questions. I will now turn it over to the operator to begin the Q&A portion of our section. Operator?

Thank you. Now we’d like to get to an important part of today’s call, taking your questions. (Operator instructions) And it looks like our first question comes from David Driscoll with Citi Investment Research. David Driscoll – Citi Investment Research: Great, thanks. Good morning, everyone.

Good morning.

Good morning. David Driscoll – Citi Investment Research: I’d just like to start off – I've got a number of questions, some of them are pretty quick. On the cost savings side, you talked about the $275 million just being modestly down from the $300 million in F ’10. But John, in your comments, you talked about net productivity and then you were making comparisons year-over-year. Can you simply just divide these up and tell us where – two clarifications. What is your expectation for the rate of inflation in F ’11? And then how does the $275 million pace throughout the year? It sounds like you were saying something like 60%, 70% of it shows up in the back half.

First of all, the rate of inflation right now what we are seeing is probably in the range of 4%. In terms of the pace of the cost savings, I guess I don’t have it broken out by quarters. I think it would flow fairly normally, but I think the issue is when you look at what happened in the first half of this fiscal 2010, the gap between cost savings and inflation, partly because inflation was slow in the first half of the year. That gap was just bigger in the first half of fiscal ’10. So we’re lapping that. And you’re just going to see a different spirit throughout the year.

Yes. David, just to amplify John’s point, we’ve really started to see things moderate more in terms of that gap in the back half of last year. So it’s really the comp of first half, second half, not really the rate of anything happening in fiscal ’11.

Yes. David, just to be clear, I think the cost savings generally are going to flow pretty evenly throughout the year, we think. It won’t be exactly 25% a quarter, but it won’t be radically off that either. David Driscoll – Citi Investment Research: In this 4% rate of inflation, can you call out what a few of the big hitters are? And then also, the separate question, Gary, can you talk about your expectations for the top-line in Consumer Foods, both price and volume?

David, I think the two largest items that I’d point to in terms of the inflation trends are probably going to be energy and proteins. There are other pressures across various commodities. Those are probably the two most significant.

Yes. And David, I would say that we are not planning on significant pricing at this point in the year. So our top-line expectation is to be in the neighborhood of about 3%, and most of that would come from volume and mix. David Driscoll – Citi Investment Research: Okay. Final question is just what was the shares at the end of the period? I think most of this repurchase would not have showed up in weighted average shares in the fourth quarter. And then lastly, can you repeat some of your comments about advertising expense growth in the fourth quarter? I think you said it was down quite considerably. But Gary, put this in context of F ’10 overall and how you see F ’11 on advertising.

Yes. In the fourth quarter, it was down because the previous year, the 53rd week allowed us to spend considerably more. So net for the whole year, we were up on A&P at about 6% versus a year ago.

David, on the shares, I don’t have the quarter-end share count, but I think that’s something we can follow up with. David Driscoll – Citi Investment Research: I’d appreciate that. Thanks a lot. Great results.

Thank you.

Thank you.

We’ll move now to Bank of America and Bryan Spillane. Doug Ernst – Bank of America: Hi, guys. This is Doug Ernst for Bryan Spillane. I’m just wondering if you guys could talk a little bit about the pricing or promotional activity in the Consumer Foods segment and how that flowed through in terms of your market share performance in the quarter. André Hawaux: I’ll take that. This is André. I think overall we felt very good. Well, first of all, let me just set some context. This is for Consumer Foods. Fiscal year 2010 was the first year that we’ve gained both dollar share and unit share as an organization for the last years. I think you have to understand that context, which is really important. We feel really good about that. I think what we saw in Q4 overall is the categories in which we competed softened versus Q3, but yet again, on our top 15 categories, we held share in terms of dollars and we gained a slight unit share. Overall, the total portfolio, we declined a little bit in the fourth quarter, but that was a function of a lot of our other categories. But I think net-net we feel very good about where we were. We saw continued pressure in overall pricing and in the category softness across the board in large grocery. Doug Ernst – Bank of America: Okay, great. And then on a separate topic, on share repurchase, we had a few names in the packaged food space due to accelerated share repurchases recently. Just wondering – you have $400 million left on your authorization and over $900 million of cash on the balance sheet. I was wondering if you guys considered an ASR in the near-term.

At this point, that’s not something that we’ve talked to our Board about. We’ve constantly talked to them about capital allocation. We are well aware of, I think, various investors’ desires around share repurchase, but we will continue to look at that as a strong alternative versus our other capital allocation options. Doug Ernst – Bank of America: All right, great. Thanks, guys. I’ll pass it on.

We’ll hear now from Ann Gurkin with Davenport. Ann Gurkin – Davenport: Good morning.

Good morning. Ann Gurkin – Davenport: Let me ask a little bit about the expansion of Lightlife. You all highlighted this back in February

Okay. Ann Gurkin – Davenport: How is it going? Is it meeting expectations –?

I thought you are going to – I'm sorry, Ann. I apologize. I thought you wanted to ask a question about Lightlife. I didn’t realize – we are currently – some of the things we are doing, as you know, are we’ve launched in the Northeast a test market for our frozen meal offering. That portfolio today is largely refrigerated meat alternatives, and we’re actually launching a vegetarian product that is in frozen. It’s going very well. The things that we are seeing in the marketplace, benchmarking them against our competitive set there give us indications that we’ve hit a very strong product offering for the consumer, and we are going to continue to monitor the test. We have some exit criteria that we will be going through over the next couple of months. And if those criteria continue to hold to where we are today, we believe that we would be prepared for a broader rollout of that product offering. Ann Gurkin – Davenport: Okay. And then secondly, what have you incorporated in your outlook for the next fiscal year for competitive pressure or promotions in the frozen food segment?

What we’ve done there, Ann, is we’ve got a program that we’ve put in place in the back half of this year, Q3 and Q4. We believe that’s what we’ve – we’ve laid out the competitive landscape and the pricing landscape to be pretty consistent with that, and that’s the way we’ve built our plans for next year. As Gary mentioned, we also have some wonderful products on the innovations side, some of which have just been launched already. We talked about the baked item from Marie Callender, the fruit pie from Banquet. We have this wonderful product that we are launching, which is the Lunch Steamer, that will be out in the tail end of our first quarter, which is a place we don’t really play a whole lot. So we’ve got a lot of innovation coming. This American Pie acquisition we’ve announced that provides us some strategic adjacency, which we feel – we figure is going to have a lot of fun with that product with some of the other things we have in our portfolio like Reddi-wip. So we feel really good about what we’ve got going on in frozen. Ann Gurkin – Davenport: That’s great. So you expect promotion level to stay relatively the same for the year?

Absolutely, yes. Ann Gurkin – Davenport: Great. And then last – just I’ve got to ask how are sales of Banquet pies going? And are you gaining distribution in, say, like six store outlets?

We are gaining distribution across the board. We’ve done really well with that product. It’s – we are still getting to – we are wrapping up our HCV distribution. What I would also like to point out to the audience is that for four quarters now in fiscal year 2010, every quarter we have increased our total point of distribution for ConAgra products at retail, which again in this environment where customers are in fact looking at clean assortment of things like that, speaks a lot to what we’ve been able to do as a sales organization as well. So every quarter this year we’ve actually gained total points of distribution. Ann Gurkin – Davenport: Great. Thank you.

We’ll take a question from Barclays Capital and Andrew Lazar. Andrew Lazar – Barclays Capital: Good morning, everyone.

Good morning

Good morning. Andrew Lazar – Barclays Capital: It looked as though, I guess, price mix for the Consumer Foods in the quarter was maybe a negative 1% impact to the top-line, if I kind of read that right. And that was a moderation from what we saw in the fiscal third quarter. Is that a reasonable – given the environment, is that a reasonable sort of way to think about the impact of price mix to the sales line in 2011? And if so, are you saying that volume has got to be whatever it is, you know, 4%, to offset [ph] that to get to 3% net on the top-line?

Andrew, we – I think what you are referring to is probably explained through FX. So you are right. There was a little bit of a takedown just barely on price mix. Some of that is in our – or I’d say the majority of that or all of that is in those pass-through categories like oil and spreads. That’s really where the mix comes from. It is a somewhat sluggish environment out there and the customers are trying to drive traffic – food traffic with discounting. We believe we’ve got far better analytics than we’ve ever had before. Our pricing architecture built on price thresholds is very strong. So we believe that we are at the right price points for both us and for the retailer. So we are not really planning on seeing any negative leverage between our volume and our pricing. We see it at about even. Andrew Lazar – Barclays Capital: Got it. It’s very helpful, thanks. And then, do you feel generally that in Consumer Foods, consumption or takeaway has been more or less roughly in line with what we are seeing in terms of your shipments? I guess shipments have held up pretty well, I think, if all things considered, and we don’t have a really very good view at the end of the day on sort of takeaway for your entire sort of business.

Yes. I would say, as long as you take a look at it over enough period time, you take it, you smooth out the promotional bumps. So here and there, we could see a gap. But it tends to straighten itself out over the course of a quarter. Andrew Lazar – Barclays Capital: Great. And then very last thing is, you’ve got obviously a good sized private label business, and I’m just curious what you’re seeing there. A number of other players have seen maybe not surprisingly the sales growth slow a little bit as some of the branded players have stepped up on the promotional spending. And now the price gaps a bit. But trying to get a sense of what you are seeing there across your private label business.

I think across the board, we’d say that it is plenty much flattened out for the reasons that you mentioned. So that would be kind of a macro level. Within our own business, we’ve got some categories where we’ve actually done pretty well. Probably the two to speak of our bar business where we’ve just made that Elan acquisition, it gave us more capacity. That is going very, very well. That’s a very good business for us. And on the Lamb Weston side, our potato business is also quite good. We have a few offsets here and there on some of the less important categories that we plan on the store brand side. So I’d say we are pleased with the priority categories within that segment for ourselves. Overall, macro, about flat. Andrew Lazar – Barclays Capital: Great. Thanks so much.

Sure.

We’ll hear now from Vincent Andrews with Morgan Stanley. Vincent Andrews – Morgan Stanley: Thanks. Good morning, everyone. Just a quick question on your potato and tomato costs, it sounds like they are going to be and some of it is just working through the inventory of yield crop. Do you have complete visibility into those costs yet or you just know that they are going to be down?

I think it’s – I don’t want to go into a lot of details by category, but certainly the new crop of potatoes will be down. There might be some other commodities in that business that offset a little bit of that. In the tomatoes, we are also looking at probably some favorability there as we come off of this year’s crop. Vincent Andrews – Morgan Stanley: Yes. I just was curious whether the – in particular, on the tomatoes, whether those contracts – last I’ve seen, there were still sort of some back and forth on what the pricing was going to be. So just wondering if there was any – not asking you to give me the numbers, just if you were any closer to certainty on that.

Yes. We’ve got a fair amount of those costs identified for the year in lockdowns. So we are feeling pretty good that the direction I pointed has certainly going to come to fruition. We do want to reiterate again though that those – that the potato crops, that will impact us for most of the first half because the new harvest really doesn’t impact until the middle of the fall. So it’s important to keep that in mind. Vincent Andrews – Morgan Stanley: Okay, fair enough. I’ll pass it along. Thanks.

Moving on to Deutsche Bank and Eric Katzman. Eric Katzman – Deutsche Bank: Hi, good morning, everybody.

Good morning, Eric. Eric Katzman – Deutsche Bank: Gary, I guess kind of following up on Andrew’s question, you’ve been in the industry for a long time, whether it’s beverage or now the food side at ConAgra. I’m just – I just kind of want to get a sense from you in terms of retailer relations, and it just seems that Wal-Mart – maybe you are reluctant to talk about by name, but Wal-Mart has become so much more aggressive of late, and with price points that some of the manufacturers are really discouraged on in terms of their long-term brand equity, and I just want to get a sense from you given you – I think you said they named as you are Supplier of the Year, kind of how you are kind of seeing both pricing as well as what seems to be more of a high-low approach by them.

I think – first of all, our customer relationships are better than they have ever been before. And our largest customer, Wal-Mart, is clearly is in that camp. So the partnership bond is extremely strong. We have constant ongoing dialog. I would tell you that the award that we received was largely based on our innovation. That was the key driver because we were bringing traffic and volume into the stores, given the innovation. So I do want to reiterate that it’s important to have value-add when you sit down with the customers and that could be in the form of innovation, that can also be in the form of insights that are going to drive more traffic and profit. It is a tough environment. There is no question about it. It’s relatively sluggish. There is pressure to bring more food traffic in. We feel confident because of the mix of our portfolio. We’ve got a value proposition where we can drive a lot of traffic with products like a Banquet or Chef. And we understand those price thresholds quite well, that pricing architecture, and are able to talk that kind of language with our customer partners. And on the other side, we are driving business through the insights in the innovation. So it is more challenging that it’s been previously, but we feel as though we’ve got the right tools, the right partnerships, and the right portfolio to be able to continue to do well even in the tough environment. Eric Katzman – Deutsche Bank: Okay. And then I think you had said that 5% of – I guess was Consumer sales. I assume it’s not consolidated, but 5% of Consumer sales in this past year came from new products. Is that right?

That’s correct. Eric Katzman – Deutsche Bank: And then so, given that you’ve been on a ramp-up there, I assume that – because of the companies kind of talk about it over three years. So I assume that the percentage is lower, but moving in the right direction. Is that also fair to say?

Yes. I would say that that is about the right timeframe definition that we use, yes. Eric Katzman – Deutsche Bank: And then so – I guess most of the companies that I’ve dealt with over the years kind of like it to be more in 10% to 15%. Is that kind of your target? I mean, should we expect much more innovation coming on the Consumer side?

I don’t know that we have a specific target. We are really about platform innovation. And that is a really, really important point because we are looking at innovation that sticks and grows over time. If you really dissect it across the industry, the batting average on the innovation if not nearly what we would – all of us would like to see, we are kind of going against that grain. So that whole concept of filling up the pipeline with lots of new SKUs and then seeing a good portion of them fail and having to restock that pipeline is not the game that we want to play. So we are happy to see ourselves continue to be where we are and kind of ramp up a bit from there, but it’s really about those platforms and incrementality. Eric Katzman – Deutsche Bank: Okay. And then last question I guess to John, on the EBIT contribution from currency, how was it so much? I mean, I always viewed the company as being pretty limited in terms of its international. I think you said it was 3% of the growth in EBIT.

Yes, it was 3% of the growth in EBIT. I don’t think there is any step. We still have a fairly small international footprint. So – Eric Katzman – Deutsche Bank: (inaudible) contributed so much?

I’m sorry? Eric Katzman – Deutsche Bank: I mean, which currency contributed – I mean, which currency strengthened against the dollar that –?

I mean, principally Canada and Mexico were the lion’s share of our international footprint. Eric Katzman – Deutsche Bank: Okay. All right. I’ll pass it on. Thank you.

We’ll take a question now from Robert Moskow with Credit Suisse. Robert Moskow – Credit Suisse: Hi, thanks for taking the call and congrats on the good year.

Thank you. Robert Moskow – Credit Suisse: I just wanted to know, in your guidance, is there any reason why you don’t include sales growth guidance for fiscal ’11? At CAGNY, you talked about 3% to 4% top-line being the long-term model. Is it just because there is too much commodity elements that are going back and forth to make a call on it?

No. I did comment, but you may have just missed it because I was covering so much information in such a short period of time. I did comment that we expect our sales growth for next year to be in the range of 3%. Robert Moskow – Credit Suisse: I thought that was just the Consumer division though.

No, that’s for whole company. Robert Moskow – Credit Suisse: That’s for whole company. Okay. So it will be 3%. Very good. And just a question for André. You mentioned the distribution gains. Do you expect those gains to continue in fiscal ’11, André, with all the innovation you are coming out with? André Hawaux: Yes, Rob, we do expect and they are going to be different by platform obviously, but absolutely. That’s one of the things we have focused top of mind with our sales organization, its point of distribution, its market share and it’s continuing to win with customers based on superior insights, superior innovation, and marketing. So that’s our goal. That’s one of the metrics that we have front and center with (inaudible). Robert Moskow – Credit Suisse: Okay. Thank you very much.

Thank you. André Hawaux: Thank you.

We’ll take a question now from Alexia Howard with Sanford Bernstein. Alexia Howard – Sanford Bernstein: Good morning, everyone.

Good morning. Alexia Howard – Sanford Bernstein: Quick question around promotional activity again. Consumer prices seem to be coming down at least in the measured channel data that we are looking at, and yet your pricing held fairly steady in the Consumer segment this quarter. Does that mean that it's the retailers that are funding that promotional activity? And are you anticipating any step-up in your promotional spending as we go look out for the next couple of quarters? André Hawaux: Alexia, this is André. I think we have seen retailers again work really hard, to Gary’s point earlier, to drive traffic into their outlets. So we’ve seen them do a lot of things in the marketplace relative to funding some of these things. That said, we’ve also talked about some of our pass-through categories where we have actually taken price declines. But we’ve had – since about the second and third quarter, we’ve had some pretty consistent pricing architecture, goals and price controls, as well as promoted price points that we are really driving. So we see a continuation of that. That’s what we’ve built into our algorithm for next year. And we believe we – we are providing good consumer value, and we believe that’s where our promotions will line up for next year. Alexia Howard – Sanford Bernstein: That’s great. Thank you very much. I’ll pass it on.

We’ll hear now from Robert Dickerson with Consumer Edge Research. Robert Dickerson – Consumer Edge Research: Hey, guys. I’m just curious since you have a sizable private label business. Do you think private label in general has an advantage over higher price point products just with respect to the pricing pass-through?

Well, again, I think we’ve seen things level out. And as you start to see inflation creep up a bit, you need to remember that the cost of goods – the math works in a tougher way on the private label side because of the bigger portion of their overall costs. So I think things have leveled out. There is certainly a place for private label to play. It’s an important contributor for the retailer, but we don’t see dramatic shifts as we go forward. Robert Dickerson – Consumer Edge Research: Okay, great. And then just with respect to the Elan Nutrition acquisition, maybe just give me a little color as to why I guess I mean you obviously see health from the private-label snack and nutrition bar category with – versus another category? André Hawaux: This is André. I think what we like about that business is what we are seeing in our core business that we have. We have a very large store brand bar business. They give additional capabilities, the things that we currently could not offer our customers, especially on the nutrition side that we see as a growing category. So we felt it was complementary to a business that we’ve seen grow very significantly the last several years actually. And these partnerships that we are developing with our customers continue to be bigger and bigger. And they are looking to us to provide more variety in our offering. And this organization provided us the ability to do that. So we feel it’s a really good complement that we are already doing, in a high growth business for us.

And we’ll take a follow-up question now from David Driscoll with Citi Investment Research. David Driscoll – Citi Investment Research: Thanks a lot. John, can you comment on the cash flows expected in F ’11? I think you gave guidance of $1.2 billion. Does that number include the expected insurance proceeds and the tax incentives related to the sweet potato plant?

I think the tax incentives probably would – no, it depends on – those probably are not included in operating cash flow. So what I’m talking about is $1.2 billion of operating cash flows. I don’t know that we’ve got anything in there for the tax incentives, and I don’t believe we would have built in anything additional into that number for the insurance receipts. Keep in mind, David, we have received $85 million of cash to date. I would expect us to obviously receive a sizable portion more, but we just don’t what that is at this point until we get through the settlement process. David Driscoll – Citi Investment Research: Really my question relates to capital spending, the $525 million guidance for F ’11, that does include spending on a number of items that will actually receive cash, but it’s not in any of the guidance elements that you gave us. So when people do the simple calculation and take $1.2 billion of cash flow from ops minus CapEx, they will get the wrong answer in terms of total cash generation because you will in fact receive significant cash inflows from the two items I just mentioned. Is that correct?

That’s correct. There will be – certainly the insurance proceeds probably being the most significant one there of incremental cash we will receive. It’s difficult to estimate that at this point. But clearly, the $525 million would be over the amount, net of those receipts that will define as we go through the year. David Driscoll – Citi Investment Research: André, can – I want to follow back up on Eric’s question on new products. I really like this topic for you guys. The incrementality of new products I think is a major key for your company. Can you comment on, just in general, your expectations of the new product incrementality going forward? And I just was curious as to any insights you might have as to how the Mediterranean Steamer launch went. André Hawaux: Okay. I’ll take the second one first. The Mediterranean Steamer line has gone extremely well. We continue to be – I wouldn’t say surprised, but we continue to be flattered by how well we do with steamers and anything we do as we move that platform. We really believe that has really changed the game in frozen foods. So we’ve done very well of that. And we continue to see, again, we are just introducing lunch now, Lunch Steamers, which will go out in the tail end of the first quarter into the second quarter. And that again will bring some things to the lunch offering that – where we have not been strong and where consumers have looked for innovation. So that’s – we are very, very happy with where we’ve gone there. I think the incrementality for us is something that Gary mentioned that we talk about a lot. We are not looking to just produce fuse and line extensions and the flavor of the year or flavor of the quarter. We really are looking to separate ourselves with this notion of platform. So if you think about steaming, what that’s done, that’s a platform. If you think about – in shelf stable, fresh mixers in the Marie offering that we have now, it can be in the meal, has really been a platform. When you think about the acquisition we’ve made relative to Elan, that’s really about a platform on bars and bringing other items there. So we really look at it that way. So we’re not going to be the ones that launch 400 to 500 SKUs. It doesn’t fly with our philosophy of what we are trying to do. It really is around platform. So we believe, as a result of that, our innovation is going to be a whole lot stickier. And the last one we’ve also just recently done is this whole Micro-Rite tray, which provides the cooking capability in your microwave of what would be an oven-like feel, if you will. So those are kind of things that you will see from us that I think our stick rate would be significantly higher than most.

We will move to a follow-up question from Deutsche Bank and Eric Katzman. Eric Katzman – Deutsche Bank: Hi, thanks for taking – I just want to be clear. I’m not sure that my notes are fully in order. But the – in fiscal 2010, John, how much of a hit was the Slim Jim to you? And then, is that – and did you include that in the $1.74 as a cost of business, so kind of how we think about the proceeds that you are going to be getting?

Let me take that in pieces. I think the hit – the impact of that loss business was probably in the range of, I must say, $0.04 to $0.06. There is different ways to look at it. Our $1.74 reflects that negative factor. So we’ve not adjusted that. We’ve just let it flow through $1.74. So, as we look ahead to fiscal 2011, we are still building back the profitability of that business as we get our long-term production capability right. So we won’t be all the way to bright until very late in fiscal ’11. As it relates to the insurance proceeds, I think as I said in my comments, we do expect to have a gain in fiscal 2011 related to the settlement of that insurance claim. However, we have not included any gain in our earnings growth estimate for fiscal 2011.

There are no further questions. Mr. Klinefelter, I’ll hand the conference back to you for final remarks or closing comments.

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