Chris Klinefelter - Vice President of Investor Relations Paul Maass - President of Commercial-Foods Business John Gehring - Chief Financial Officer and Executive Vice President Gary Rodkin - Chief Executive Officer, President, Executive Director and Member of Executive Committee André Hawaux - President of Consumer Foods

William Sawyer - Crédit Suisse AG Alexia Howard - Sanford C. Bernstein & Co., Inc. Andrew Lazar - Barclays Capital Vincent Andrews - Morgan Stanley Ann Gurkin - Davenport & Company, LLC Terry Bivens - JP Morgan Chase & Co Eric Katzman - Deutsche Bank AG Eric Serotta - Wells Fargo Securities, LLC Bryan Spillane - BofA Merrill Lynch David Driscoll - Citigroup Inc David Palmer - UBS Investment Bank

Good morning, and welcome to today's ConAgra Foods Third Quarter Earnings Conference Call. [Operator Instructions] My name is Kerry Steeling, and I will be your conference facilitator. [Operator Instructions] 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. Welcome to the call, and thanks for joining us. I'm Gary Rodkin, and I'm here with John Gehring, our CFO; and Chris Klinefelter, VP of Investor Relations. This morning we'll talk about the strategic, operating and financial aspects of the quarter and then take your questions. 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 those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. If you'd like to learn more about the risks and factors that could influence and affect our business and cause our results to differ from expectations, 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 directly comparable measures for Regulation G compliance can be found in either the earnings press release, the Q&A 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. As you can see from the release, EPS from continuing operations was $0.50 as reported and on a comparable basis, up 16% over last year's comparable amounts from continuing operations. That's a change from what we saw in the first half of fiscal '11. We expected this improvement, and we remain in position to deliver on our full-year guidance as we told you last month at CAGNY. All the work we've done, strengthening the foundation of the company over the past few years has put us in a position to better navigate difficult times like these. The insights we've developed in these challenging economic conditions, particularly over the last few quarters, have helped us develop realistic plans and a better sense of what to expect, as we go forward. While this continues to be a tough business climate, we're taking the appropriate actions to work through it. And I'll say more about those actions in a minute. Highlighting the segment performances. Organic sales growth in Consumer Foods was about flat year-over-year for Q3. Reported sales for that segment were up 2%, driven by our acquisitions. Sales in Commercial Foods were up 7%. Operating profit for each segment was up modestly versus last year on a comparable basis, again better than what we saw earlier this year. I'll touch on the main points for each segment starting with Consumer Foods. Inflation pressures continue, and we're battling them with pricing actions underway, continuing supply-chain cost savings, reduced advertising and promotion expense and lowering incentive compensation expense. It goes without saying that pricing is top of mind for everyone. The recent and continued inflationary environment has made it necessary to take prices up responsively. I'll remind you that in this industry, from a timing standpoint, pricing lags input cost inflation. We have implemented price increases either in terms of lower trade promotions or higher list prices across almost half of our portfolio. Although the increases did not round to a full percentage point of top line benefit in Consumer Foods sales in the third quarter, there were some positive price-mix contribution. And most importantly, this represents sequential improvement in price-mix from what we saw earlier this fiscal year. So for timing reasons, the pricing actions we have already taken will be more apparent in upcoming IRI numbers and in the components of fourth quarter net sales. That said, we continue to focus on providing strong value to consumers even as our prices for our products go up a bit. Looking forward, we expect inflationary trends to continue, and we will take additional net pricing actions over time as the situation demands it. Even more important for building long-term strength, however, is staying focused on the fundamentals, meaning growing share, volume and net sales over the long term. To that end, we posted sales growth for a number of key brands this quarter. For example, Banquet, Healthy Choice, Hebrew National, Manwich, Marie Callender's, Peter Pan, Slim Jim, Snack Pack, Wesson and others. We do continue to experience softness in some of our categories like shelf stable convenient meals where consumers have continued to reduce their stock-up behavior. We're focused on growing our large and important categories within the Consumer Foods segment such as Frozen, where we posted 7% organic volume growth and 8% organic sales growth in the third quarter. What drove Frozen's growth in the third quarter? Well, all of our large brands, Banquet, Healthy Choice and Marie Callender's, had good results. We saw a positive turn in single-serve meals after nearly a year of decline, and ConAgra Foods is leading the trend with our innovation. Healthy Choice single-serve meals grew sales more than 5% in measured channels due to our innovations in steaming entrées. In the Economy segment, Banquet had significant volume, net sales and share growth in single-serve fruit pies, pot pies, family serve entrées and with Brown 'N Serve sausage. Our Marie Callender's-based business was up double digits, again, due to the innovation we brought to the category. And on top of this, we had a very successful holiday pie selling season with the Marie Callender's desserts we acquired in the American Pie deal. We've grown the overall Frozen business through true innovation that's on trend with today's consumer needs for taste, nutrition and value. As you've heard us say before, examples this year have included Healthy Choice Lunch Steamers, Marie Callender's signature bakes and Banquet fruit pies, all of which bring the right kind of news to the Frozen case and position us for high-quality sales and share growth. We think of our innovation in terms of platforms that we can continue building on. That's the way we want to compete in this category, and that's the approach you should expect to see from us in the future. We view our learnings and insights in the Frozen category as resources to leverage in growing other large categories in which we compete. As we told you at CAGNY, some of these categories include nutrition in cereal bars, sweet potatoes in our commercial food operations and snacks. You'll soon begin to see the impact of Orville Redenbacher’s Pop Up Bowl as it hits the shelf. This is the biggest new product introduction in popcorn in quite some time. Retailers are excited about this innovation, and we expect the consumer trial and repeat to be strong. While price and innovation certainly play key roles in our growth plans, the importance of our productivity initiatives cannot be overstated. We continue to make steady progress on our cost savings program, and the third quarter was no exception. We're on track for delivering in excess of $275 million in savings this fiscal year from our Consumer Foods supply chain. John told you at CAGNY about the comprehensiveness of the supply chain savings programs, which are important for improving our margins overall. And I'll reinforce that they are significant in terms of dollar impact and one of the key reasons we're confident in our ability to grow long-term profitability. Moving on to Commercial Foods. Within that segment, sales were up 7%, and comparable operating profit was up 5%. Overall, within Commercial Foods, we're focusing on continually improving product mix, with more emphasis on higher growth, higher margin products such as sweet potatoes, which are on trend and performing very well in both food service and retail channels and on higher margin whole grains such as Ultra Grain flour. Our Flour Milling business turned in a very strong quarter, leveraging market conditions. We have delivered good margins in a volatile market, and our reputation for excellent customer service continues to serve us well. In Lamb Weston, the segment's largest business, sales were up but margins were still pressured. The new potato crop we're now processing is higher quality and has started to benefit margins but there's more to do to return to profitable growth, which is why pricing actions and efficiency initiatives are underway as we speak. In summary, we're seeing progress in the back half of our fiscal year, which is being driven by: One, net price increases in our Consumer Foods portfolio, which help mitigate higher commodity input costs; two, continuing Consumer Foods supply chain cost savings; three, gradual improvement from raw potato crop quality and yield at Lamb Weston; four, contributions from innovation and acquired businesses; and five, lower SG&A due to incentive compensation payouts that will be less than a year ago, reflecting our pay-for-performance culture. Also, we're benefiting from share repurchases, and I'll let John say more about that. Overall, our expectations for full fiscal year EPS and second half EPS have not changed. And as we indicate in today's release, our fourth quarter should deliver good comparable year-over-year EPS growth. While it's too early to forecast our expectations for fiscal '12, we continue to believe inflation and the consumer mindset will continue to be challenging. To combat that, we'll continue to innovate, price right and drive productivity. We'll talk more about our next fiscal year expectations in our fourth quarter earnings release on June 23. In closing, I'll offer that while the world around us will likely be a challenging place for all the reasons you've heard about from us, our peers, popular press and so on, I encourage you to keep in mind all the reasons we're confident in the sustainable long-term growth potential for ConAgra Foods. That's what we focus on and manage for, the long-term. We have a long runway of productivity to fight inflation and enable earnings growth. We have a great approach to innovation, which has delivered and will continue delivering good growth. We have high impact marketing that resonates with consumers. We understand the shopper mindset and are committed to delivering great value to our trade customers as well as our end-consumers. And we have proven that we will deploy capital prudently for our shareholders. Those elements have been and will remain essential to our plans to deliver sustainable profitable growth and shareholder value over the long-term. While creating value for our shareholders is, of course, our primary purpose, I also wanted to take a minute today to talk about our commitment as a responsible corporate citizen. Earlier this month, we launched our biggest push ever to create more awareness of a serious issue, one that is very near to us at ConAgra Foods. That issue is child hunger. We're creating more involvement in solving this issue because it's truly staggering and unacceptable that one in four kids in America today is food insecure. You may have seen the Child Hunger Ends Here documentary special on NBC last Saturday night. We helped NBC create that special to build understanding that child hunger really is right here in our own backyards. Through our especially-marked packages we have in stores now, we're enlisting help from consumers to end child hunger. The 2.5 million meals we're donating through this campaign is in addition to the more than 1 million meals ConAgra Foods and our foundation donate each month and the many millions of dollars we've donated to this cause over the last 20 years. I encourage you to get involved as well. Please take a look at childhungerendshere.com to find out more. We appreciate your support. Thanks for taking part in today's call. And now, I'll turn it over to John.

Thank you, Gary, and good morning, everyone. I'm going to touch on four topics this morning. I'll begin by addressing our third quarter performance. Next, I'll address comparability matters. Then, I'll move on to cash flow, capital and balance sheet items. And finally, I'll share some comments on our outlook for the balance of fiscal 2011. Let me begin with some comments on our third quarter performance. For the quarter, we reported net sales of $3.2 billion, up 4%, and we reported fully diluted earnings per share from continuing operations of $0.50 versus $0.49 in the year-ago period. Adjusting for items impacting comparability, fully diluted earnings per share from continuing operations was also $0.50, or 16% higher than the comparable $0.43 from continuing operations in the year-ago period. Operating profit on a comparable basis was up 3% in our Consumer Foods segment and up 5% in our Commercial Foods segment. Now let me provide you a few more segment highlights. First on Consumer Foods. Net sales were $2.1 billion, up 2%, reflecting flat base volume and price mix and a benefit of about 2% from acquired businesses. These new businesses, net of divested businesses, contributed approximately $35 million to net sales in the quarter. Inflation and other changes to our cost base for our Consumer Foods business outpaced cost savings in the quarter. Our Consumer Foods supply chain cost-reduction efforts continue to yield good results, and we delivered cost savings of approximately $70 million in the quarter. Further, for the full fiscal year, we still expect to deliver in excess of $275 million of cost savings for this segment, which obviously helps us battle higher inflation. On marketing, Consumer Foods advertising and promotion expense for the quarter was $83 million, down approximately $19 million from the prior year. For the full fiscal year, we expect A&P to be down about 10% from the prior year, as we have shifted the marketing mix in the current environment to focus on more trade and promotional activity. We also continue to prioritize investment behind our key brands and our innovation initiatives and raise the bar on impact and return requirements for all marketing investments. Overall, segment operating profit was up about 3%, on a comparable basis. And for the third quarter, foreign exchange had an immaterial impact on Consumer Foods net sales and contributed approximately $8 million to operating profit. Turning now to our Commercial Foods segment. Net sales were $1.1 billion, up about 7% over the prior year. Net sales increased primarily due to higher pass-through wheat costs in our Flour Milling business. Net sales also reflects volume gains and modest pricing and mix improvements in Lamb Weston. Overall, Commercial Foods segment operating profit was up about 5%, on a comparable basis. The increase was due to very strong performance in our Flour Milling business. The flour milling management team continues to effectively manage margins in a volatile commodity environment and leverage its customer service and innovation capabilities. Lamb Weston operating profit declined modestly. While the current year potato crop is performing better, other input inflation in production costs, as well as higher SG&A costs, negatively impacted results. 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, were in line with our zero overhead growth goal for the quarter. We continue to challenge our team to control costs and to achieve high ROI on incremental SG&A investments. Corporate expenses for the quarter on a comparable basis were $75 million versus $103 million in the year-ago quarter. The reduction is driven principally by lower incentives and other favorability from our ongoing cost control efforts. The tax rate for the quarter was 35%, slightly above our full-year estimate, driven by several changes in estimates. We still expect our full-year rate to be approximately 34%. Now I'll move on to my second topic, items impacting comparability. Overall, the net impact of comparability items in the quarter was immaterial. However, we did have several items of note as follows. First, on hedging. In the third quarter, we had approximately $24 million of net hedging benefit and corporate expense or approximately $0.03 per diluted share, which we treat as a comparability item. Secondly, we recorded a gain of approximately $25 million or $0.04 per share, resulting from the early repayment of the PIK notes this quarter, related to the sale of our Trading & Merchandising business in June of 2008. Next, we recorded approximately $32 million or $0.05 per share of restructuring charges, including $25 million related to the network optimization program that we recently announced. And finally, we also recorded approximately $16 million or $0.02 per share of other asset impairment charges related to an asset impairment of a small business unit that we plan to exit. Now let's turn to cash flow, capital and balance sheet items. First, we closed the quarter with $883 million of cash on hand and no outstanding commercial paper borrowings. On operating cash flow, we now expect to exceed $1.3 billion of cash flows from operating activities for fiscal 2011. This amount has increased somewhat from our previous estimates, due to higher estimated benefits from recently enacted tax law changes and additional operating cash flow we now expect to receive related to an insurance matter. I'll provide more details on the insurance matter in a moment. On working capital. Through the first three quarters, we have executed well on our working capital initiatives. However, rising commodity costs have resulted in higher inventory and working capital balances. We do expect working capital balances to decline over the balance of the year, as we work through seasonal inventories. For the full fiscal year, we expect changes in working capital to have a modest impact on cash flows as the benefit from expected improvement in our cash conversion cycle will be offset by higher inventory costs. Next, on capital expenditures. For the quarter, we had capital expenditures of $136 million versus $120 million in the prior year. And for the full year, we continue to expect CapEx to be approximately $475 million. And as we've said before, the mix of our capital expenditures continues to shift away from infrastructure and to more innovation and growth investments. Net interest expense was $52 million in the third quarter versus $40 million in the prior year. Interest income from the PIK notes associated with the sale of our Trading & Merchandising operations was $2 million in the third quarter and $20 million in the year-ago period. Dividends for the quarter were approximately $100 million versus $89 million in the prior year. Now let me update you on some capital allocation matters. First, during the third quarter, we acquired approximately 21 million shares for about $490 million under the remaining $750 million share repurchase authorizations. We also expect to repurchase approximately $135 million of additional shares by fiscal year-end. In addition to share repurchases, we also remain focused on growth and profit enhancement investments, including new product introductions and capacity expansion as well as investments necessary to support our strong cost savings initiatives. We also continue to pursue growth through acquisitions. Given our operating capabilities, as well as the balance sheet strength we have built over the past several years, we're very confident in our ability to add to the portfolio where there is a strategic fit and a good financial return. Now I'd 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 in the low-single digits from our 2010 base of $1.74 per share. This is consistent with our previous guidance. Our updated 2011 earnings estimate reflects revenue growth in the low-single digits, full year cost savings of at least $275 million in our Consumer Foods segment, lower selling, general and administrative expense driven by lower incentive costs and a continued focus on cost control and an expected effective tax rate for continuing operations in the range of 34% for the full year. Overall, there is no change in our aggregate second half outlook or our full fiscal year outlook. We do expect our fourth quarter results to reflect good EPS growth versus a year ago. However, our third quarter came in a little higher than planned specifically in regards to our Flour Milling profits. And when we take that over delivery into account, some of which reflected a shift from fourth quarter to third quarter, along with the fact that inflationary pressures have intensified, we expect our fourth quarter EPS on a comparable basis to be lower than our third quarter EPS. Finally, with respect to the fourth quarter. During the past week, we reached a settlement in principle with our insurance carriers related to claims arising out of the Garner incident. As a result, we expect to receive approximately $48 million of cash during the fourth quarter. This brings our total cash proceeds to approximately $168 million. Also, in the fourth quarter, we will record a gain of approximately $105 million related to this settlement – related to the settlement of our business interruption and property claims. We will treat this gain as a comparability item. But overall, we are very pleased with this outcome and the opportunity to bring closure to this matter. That concludes my remarks. I want to thank you for your interest in ConAgra Foods. Gary and I, along with André Hawaux and Paul Maass will be happy to take your questions at this time. I will now turn it back over to the operator for our Q&A session. Operator?

[Operator Instructions] It looks like our first question comes from David Palmer with UBS. David Palmer - UBS Investment Bank: I wanted to ask you a question on pricing and just how those communications are working this time around versus maybe a few years ago when the company may not have been on its front foot with regard to pricing. Obviously, there was the peanut butter issue back then. Do you find that there is any lags and leads in terms of the pricing and the margin pinch this time around in some of your more passive categories? And a separate question on Frozen. We've heard there's -- I believe it was Heinz, just to name one, is seemingly getting more front-footed and marketing-minded, innovation-minded with regard to that category. How do you see that Frozen category behaving with regard to price? And just the general attention to that category from the other players.

David, let me start. I'll have André add some color. First, on pricing, it's never easy. You know that, we all know, particularly, given the challenging overall environment. However, given the amount of noise and the kind of universal understanding of the commodity pressures, we are getting our pricing through with our customers. And we have taken a good bit, almost half the portfolio on the consumer side in Q3, and we'll be taking more in Q4. Those come in the form of both list prices, as well as changes in our Trade Merchandising. So that is proceeding as we have planned. And in Frozen, I'm glad to hear what you said about one of our competitors because we believe that is the right way to compete in this category. So we are continuing to move forward with our innovation and marketing agenda on Frozen. You will see from us, as we've said, our Trade Merchandising rates will change, as we go forward. So everything as planned. André Hawaux: The only thing I would add, David -- I think Gary said it very well. I think on the Frozen piece, we are seeing the competitive set move to competing more on innovation and marketing, which we believe is the right way to go. So we're encouraged by that. That has been our drive, and our mantra has been around our platform innovation in Frozen and specifically, driving our marketing in that vein so that consumers understand the great value that is in Frozen, the great quality. So the category actually grows. So we're very encouraged by what we see the competitors doing in this space. David Palmer - UBS Investment Bank: And was there any pricing in particular that's out there in the Frozen aisle. Are you seeing pricing going up?

We are. Let me just -- as I said in the third quarter what we see and what we believe will happen in this space will be this, as you know, is a very frequently promoted category. I think we believe that we'll continue to see frequency, but the depth -- and therefore we're approaching it via trade -- will be something that changes. So the promotional frequency will stay the same. But the depth of frequency will change, and you'll see price points go up. And we're actually starting to see that if -- you'll start to see that flow through in IRI very shortly.

We'll take our next question from David Driscoll with Citigroup. David Driscoll - Citigroup Inc: Gary, honestly, the tone of the press release sounded a bit negative. Advertising, spending and compensation spending have been cut, and you really didn't provide any quantitative information on the magnitude and timing of future commodity inflation, nor pricing. And the fourth quarter EPS expectations had been cut. So I feel like you just have to -- I would like for you to answer the question on, how bleak is the situation because of inflation? And can you guys give us some numbers here regarding the rate of inflation in Q3 and then expected in Q4, the size of your hedges going forward and then finally, just the size and timing of the pricing that you do expect in the fourth quarter?

David, we were trying to be extremely transparent as we always are in our release. So we're telling the facts as they come. We did trim back a bit of our marketing because of the competitive pressures and the inflation. We expect to see those levels go back up, as we go forward. On incentives, it's purely mathematical exercise. We pay for performance. So whatever our performance is dictating on an operating basis is the incentives that we pay, and therefore they are lower than they were a year ago. As it pertains to inflation, this quarter, about 5% to 6%. And as we go forward into F12, we're talking about around 7%. So yes, it is a challenging environment. We are taking a lot of actions. You've heard us talk about pricing, we are serious about that. You heard me say at CAGNY, not a choice, it's an imperative. That's not the only thing we're doing. We're making our marketing work harder. We’ve got lots of innovation, lots of productivity. So we don't intend to be bleak or negative whatsoever, just realistic. David Driscoll - Citigroup Inc: If I could just do one follow-up. When do you think pricing will catch up with inflation such that we're matching on a quarterly basis?

Yes. That's a tough one because the dynamics in the industry are such that we announce and then there's a time lag that gives customers a chance to adjust. So it's always going to be a bit of a time lag. It keeps rolling forward. So what we took in Q3, you'll see take more impact in Q4.

We'll take our next question from Andrew Lazar with Barclays Capital. Andrew Lazar - Barclays Capital: If I look at the sequential pricing improvement that you got 3Q -- in the third quarter versus 2Q. I'm trying to get a sense of -- I know volume weakened a little bit but not dramatically. So I'm trying to get a sense of your early read – and admittedly, I know it's early in what some of the elasticity might look like as this pricing has come through. And more importantly, trying to get a sense of how we should think about the fourth quarter. Obviously, we'll see even more pricing, hopefully, sequentially. But what are you getting a sense of on elasticity, and I guess how do we think about volume in the fourth quarter? André Hawaux: Andrew, this is André. I think we were encouraged by what we saw in Q3. I would just caution the audience that we took, as Gary said, just slightly, just under 50% of our portfolio. The rest comes in Q4 and then there's more. So what we're cautious about is what we saw in Q3, we're encouraged by, but we also know that the consumer will now go through another round of pricing at the next level as we price the lion's share of our portfolio. By the end of Q4, we think we'll touch probably, Andrew, in the neighborhood of 90% to 95% of our portfolio. And that's what gives us just caution, just to try to understand what the elasticities will be as consumers deal with this. And that's been our issue all year. As we look at some of our categories, which are very high stock-up to Gary's point, categories like single-serve convenient meals, we've seen folks just buy less of those products, still very good value. So that's where we're a little cautious at this point.

Andrew, the sequential improvement, we were seeing a pretty reasonable gap between volume and net sales in the first half of the year, a couple of points. That certainly has improved a lot in Q3, on about flat volume. But André’s right, as we get all of this impacted on the shelf, we just want to play it in a realistic or even more conservative standpoint. We clearly are trying to impact how much we take and how much we bring to the bottom line with a very significant productivity, combination of productivity and price. So it really is about both of those things. But we have said, we are willing to make some modest volume trade-off. We’re serious about that because it's the right thing for us to do. I think the key word is modest. But it's kind of we're going to have to wait and see how consumers adjust. Andrew Lazar - Barclays Capital: That makes sense. Just a quick follow-up. I know that you even mentioned last quarter and you have been, obviously, aggressive in taking account pricing. That's justified and that's needed, even if it meant that you'd be leading where you needed to. But just curious. Have you felt that you had to lead the way in many, many more categories perhaps than the last time around, such that while it may be more uncomfortable, to your point, it's what you need to do and you're, obviously, seeing it come through? André Hawaux: Andrew, it's André. I'd answer that, yes, we have -- we probably felt a little bit uncomfortable. But as Gary has mentioned over and over again and at CAGNY, it is an imperative for us. It's not one decision that we take lightly, but it's something we have to do given what we see with respect to inflation.

And we'll take our next question from Bryan Spillane with Bank of America. Bryan Spillane - BofA Merrill Lynch: Gary, my phone dropped, so I don't know -- forgive me if this has already been asked. But just in terms of advertising spend coming down to the second half and shifting more I guess to trade promotions. If you look forward into 2012, do you expect that same dynamic to happen? And I guess going through the various companies that have talked about their plans, I guess over the next calendar year, it just seems to me that there's a few companies at least that are increasing advertising spend and increasing spending behind new product introductions, which helps at least justify the price increase. So I guess I'm trying to get a sense for how you guys are thinking about that advertising spend and relative to supporting the price increase. And does that put you in any kind of position of weakness as you’re trying to raise prices at the same time? André Hawaux: So a couple of things, Bryan. This is André. I think this year -- as we saw the year unfold, we did have to make some Sophie's choices, if you will relative to our marketing spend. And I think John and Gary articulated earlier, we have to make the spending that we had in the marketplace as effective as possible because we did see a shift between our advertising spending and our trade promotion spending. But that focus has been largely on innovation. If you take a look at a lot of the campaigns that we've had, whether it's the Honest to Goodness on Healthy Choice, it's Time to Savor on Marie Callender. That's all been focused on innovation. And you all will start to see the marketing we’ll be putting forward on top of those. So the use of our dollars that we had in this space in fiscal year 2011 was as effective as we can make it, given what happened in the overall macro industry. I think for us as we build our plans -- and we'll share more of this, obviously, in our Q4 call -- we will actually be reversing that trend and taking out trade promotions that we believe are ineffective and taking pricing up and also moving more of those dollars to pull dollars because that's exactly the formula we want to be able to basically thrive on as we go forward. So it's going to be more pull and less push in the outer years. Bryan Spillane - BofA Merrill Lynch: And then just -- John, just one follow-up on the corporate expense. I think we had modeled the compensation expense coming down, correctly. But were there other savings -- benefit-related savings that flow through that line in the quarter as well?

I would just say there were a handful of fairly minor improvements and it could have been across a number of departments and functions in corporate. Probably nothing significant to call out by itself.

We'll take our next question from Eric Serotta with Wells Fargo. Eric Serotta - Wells Fargo Securities, LLC: Hoping you could touch on the dynamics in the Frozen case. You talked about some improvement there. Looking forward, it seems like some of your competitors have a good deal of activity going on with what Heinz is doing and expanding Smart Ones and introducing the TGIF entrées. You've already seen Nestlé with LEAN and the steaming bag. Just wondering what you're seeing in terms of freezer space. Are you holding your own there, gaining, losing? And on balance, has this increased innovation been positive for the category?

Eric, I think we like when we see that kind of activity in the freezer case because we believe that's a platform that we can compete very well on, and we welcome it. In terms of space, we are at least holding our own, in some cases gaining. So we feel good about that. But that's the right way to compete in this segment, with innovation and product quality and marketing. So we welcome that.

We'll take our next question from Terry Bivens with JPMorgan. Terry Bivens - JP Morgan Chase & Co: Two things. How dependent, Gary, are your savings on getting the volumes running through the plants?

Clearly, absorption is always something that we keep an eye on. What we're not going to do is run the plants at whatever costs in terms of discounting just to keep the plants full. But we do have a very tight focus on absorption, and it does matter to us. Terry Bivens - JP Morgan Chase & Co: Okay. I mean your guidance incorporates, obviously, a lower level of volume, I would think, for the time being anyway.

Yes. I'd say that we're not rejecting bullish volume growth for the time being. That's correct. That's why it's so important for us to work on the productivity side to make sure that we offset any of those potential absorption issues. André Hawaux: Terry, just a comment on that. Our forecast that John shared with you on CCRs, ConAgra cost reductions, and consumer all link to our volume forecast. So we build those plans, and then we link them together so that nothing we are sharing on is not linked to our volumes. Terry Bivens - JP Morgan Chase & Co: Okay. And perhaps just a quick question on some of your store-brand efforts. How much of the consumer products portfolio is that, now and how’s that doing in this kind of environment?

Terry, this is Chris, if you look at the total private label, it's slightly less than 10.

Yes, that's for the total company. I'd say it's south of that. On the Consumer business, it's probably in the, I don't know, 7% range or so.

7% or 8% range, yes. Terry Bivens - JP Morgan Chase & Co: Yes, that's what I was asking about really. André Hawaux: Terry, I would say there's a couple of very strong growth categories there as we’ve talked about and we shared with you all at CAGNY. I think what we call our Snacks Breakfast business, which is largely our Bar business, is actually doing very, very well, and we continue to gain share and momentum with that business. I think the other categories, which we typically call power of two, things like canned pasta and cooking spray, I think we're doing very well at where those categories are. But the emphasis really has been on our Snacks Breakfast business and that is growing in the low-double digit range.

And we'll take our next question from Eric Katzman from Deutsche Bank. Eric Katzman - Deutsche Bank AG: I guess a couple of questions. Gary, when I look at the Q&A that talks about the brands, those that are up and those that are down, there were -- kind of versus last quarter, there were actually more in the upside of it than down. And I'm trying to kind of understand that relative to no volume growth out of the Consumer segment?

A lot of that has to do with mix. Not all volume is created equal. So our base organic volume growth was about flat, maybe slightly up in this quarter. And some of that has to do with some of the pass-through categories like oil and spreads. Eric Katzman - Deutsche Bank AG: Okay. All right. And then just on the -- unrelated, on the flour milling, you said that did very well. Were you just particularly well hedged given the curve in wheat? Or did you take share from competitors because the products that you're putting out are better than the competitors’? Can you just talk a little bit more about that?

Sure. This is Paul. It's not a market share situation. It's just really about margin management in an extremely volatile environment. Eric Katzman - Deutsche Bank AG: So you just basically played the wheat volatility well. Is that a fair way to say it?

I think that's a simple way to put it. When you're dealing with -- if you follow the grain markets, the kind of volatility that we had in the marketplace, a lot more activity when it comes to contracting with customers and just managing our entire kind of book of business. And it really focuses much more on that. Eric Katzman - Deutsche Bank AG: Okay. And then I guess, John, last question. The company bought back a really large amount of stock in the quarter. And at the same time, you took your long-term growth targets down on the business. So can you just kind of walk through the idea of buying back so much stock and yet lowering the targets? I guess just based on your discount model, even with the lower growth expectations, that was still a reasonable use of cash at this value.

Yes. Let me just remind everybody on -- most all of the share repurchase that we executed this quarter and that we're expecting for the second half of the year, relates to the proceeds from the PIK notes that we got earlier in December. And so if you just look at the full year impact of the shares we've taken out, that really just offsets the impact of the interest income we've lost from those PIK notes. So if you look at a full-year impact, both of those things are about a wash. So I really don't know that that's been a significant impact on how we look at our algorithm. Our algorithm was really, I think, more just looking at the environment we're in and the categories and inflation and all the various operating aspects of the business. Eric Katzman - Deutsche Bank AG: Okay, all right. And then just if I could squeeze one last one in. The corporate expense normally in the fourth quarter kind of moves up quite a bit, and I guess that you're probably truing up comp among other things. How do we think about that number for the fourth quarter given that comp expense is going to be down over the year? Or maybe it isn’t, maybe it's just the second half but I guess it would be down in the fourth quarter either way.

I guess what I'd say is the comp expense has been coming down over the course of the year. We try to gauge it, as we go. At this point I don't have a specific comment on where I expect corporate expense to be. But the prior quarters are probably reasonably good indicators.

And our next question comes from Ann Gurkin with Davenport. Ann Gurkin - Davenport & Company, LLC: At CAGNY, you all talked about your revised long-term guidance of 6% to 8%, which included some tuck-in acquisitions, if I understood correctly. Should we think about that kind of range as we look to '12? Are you looking at making some tuck-in acquisitions? Can you talk about kind of your portfolio configuration?

Yes, Ann. I would tell you what we have included in that algorithm are minor tuck-ins that wouldn't account for more than -- at the most, a point. So not a huge factor. What we are talking about now and what we tried to convey at CAGNY, is that we believe we're at the point where we can start to look a bit more aggressively on the acquisition front. Not that we're going to go crazy and turn the place upside down, but we are looking to change the equation a bit more from more divestiture to, hopefully, a bit more acquisition. So we are looking for growth, and we're going to do it in a responsible way. Not any it [ph], what I'm talking about right there is not truly built into the algorithm.

And this is Chris, the only thing I would build on that answer, there's nothing specific about acquisitions for fiscal '12 to talk about today.

We'll take our next question from Vincent Andrews with Morgan Stanley. Vincent Andrews - Morgan Stanley: Just a couple of questions on the working capital. And particularly, the accrued payroll line was down substantially. I assume that has something to do with the incentive comp. But can you just help us on that line?

Yes, Vincent, that's right. It's primarily driven by – there’s just change in incentives year-over-year. So I think you’ve got it right. Vincent Andrews - Morgan Stanley: Okay. And then secondly on the inventory, you stated in the prepared comments that, that was really just going to be a function of the rising commodity cost number, the cost of the inventory. But there’s -- as we look at that line through the balance of the year, no portion of that is going to be a function of sort of your volume performance or elasticity. Is that correct?

No, I don't see any significant. If you're referring to where do we see at year-end, I don't think you're going to see a material difference between this year and last year from a quality standpoint based upon volumes. I think as we've said before, given the nature of some of our products and crop-based products, we do tend to liquidate inventory from kind of the half, mid-point of the year on down through year-end. So we would expect to see some continuing decline on our inventory balances. Vincent Andrews - Morgan Stanley: Okay. And then lastly, is there any way you could break out the benefit in the quarter from the cost-reduction efforts that was in corporate expense?

This is Chris. When we're talking about cost-reduction efforts today, most of those are in the Consumer Foods cost of goods sold. And then as John was discussing earlier, a big piece of what you see in lower comparable corporate is due to incentives. And as a lesser degree of things that we have that will cut across a variety of departments that are smaller in that math.

It's just the ongoing impact of trying to drive a zero overhead growth culture and it’s just what we try to drive every day. Vincent Andrews - Morgan Stanley: Okay. So it's a smaller piece of the delta. I got it.

Yes.

We'll take our next question from Rob Moskow Credit Suisse. William Sawyer - Crédit Suisse AG: This is Will Sawyer for Rob. I want to talk a little bit more about acquisitions. I know that's actually been a priority, continues to be. I wanted to get a sense of what your limitations were from a leverage standpoint, kind of limiting the size of the deal that you could possibly do? And a follow-up to that, are there any categories or parts of the store that you guys are focusing on in your acquisition search?

I'll start, this is John. I think, as we said at CAGNY, one of our financial priorities is to have a strong balance sheet and an investment-grade credit rating. So I don't want to get into specific ratios or anything else here today. But while we think we certainly have some capacity, I would say one of our boundaries at this point is to maintain an investment-grade balance sheet.

And in terms of our scope of what we are looking at, it's where we think we can leverage our capabilities. That's really what the determining factor is.

And we'll take our next question from Alexia Howard with Sanford Bernstein. Alexia Howard - Sanford C. Bernstein & Co., Inc.: Just wanted to ask about food service trends that you're seeing. We're hearing from a number of companies that quick service is picking up quite a bit. I'm wondering what you're seeing in that area versus casual dining, maybe the higher end as well.

This is Paul. I would probably frame it as we believe the bottom's in. So things are improving, and I think you kind of termed it right, we feel like the bottom's in, and the trend is a bit more favorable.

And particularly down at the value end of QSR versus the higher end. Alexia Howard - Sanford C. Bernstein & Co., Inc.: Great. And then could I just follow up with a question on the pace of innovation. It feels as though, I think a couple of years ago, you came out with some -- a lot of new products at the same time, maybe that was 2009. Right at the moment, it feels as though you're in an upswing, as well, in the pace of innovation. And I'm just wondering how you think about the right long-term percentage of sales from new products. How do you think about the planning purchase, I guess, for what to bring in when? André Hawaux: Yes, Alexia, this is André. I think we're very comfortable with what we shared many of you down at CAGNY. Also we have in the pipeline that we'll be sharing with you in the future as we talk about our growth plans. I think for us we have been pretty steadfast in saying, we're not going to be driven by number of SKUs we launch every year. That we’re really going to be driven around platforms. So you see us in Frozen, with steaming as one of our platforms. You're now seeing something with our multi-serve offering with microwave tray so for us it's really going to be around platform innovation. We're not going to be overfocused on number of SKUs because we want the things to launch to -- we call it sticky innovation around here and make sure that these are SKUs that are going to be in the marketplace for a very, very long time.

Yes and it's meant to be incremental and proprietary. And I think when you see Pop Up Bowl get onto the shelf, that will be a real good example of something in the center store. Alexia Howard - Sanford C. Bernstein & Co., Inc.: And do you have a particular target for percentage of sales from new products each year or not really? Is it more about just the right timing for these new platforms? André Hawaux: It's more of the latter, which you mentioned. It's about the right timing and making sure they're incremental, they're platform-based. We see long-term runway on them. So we don't necessarily have a number. Some years, it's going to be higher. Some years, it's going to be lower.

And ladies and gentlemen, this does conclude our question-and-answer session. Mr. Klinefelter, I'll hand the conference back over to you for final remarks or closing comments.

Thank you. This concludes our conference call. And just as a reminder, this conference is being recorded and will be archived on the Web as detailed in our news release. And as always, we are available for discussions. Thank you very much for your interest in ConAgra Foods.

This concludes today's ConAgra Foods Third Quarter Earnings Conference Call. Thank you again for attending, and have a good day.