Gary M. Rodkin - Chief Executive Officer, President, Executive Director and Member of Executive Committee Chris Klinefelter - Vice President of Investor Relations John F. Gehring - Chief Financial Officer and Executive Vice President André J. Hawaux - President of Consumer Foods

Jason English - Goldman Sachs Group Inc., Research Division David Driscoll - Citigroup Inc, Research Division Bryan D. Spillane - BofA Merrill Lynch, Research Division Scott Andrew Mushkin - Jefferies & Company, Inc., Research Division Robert Dickerson - Consumer Edge Research, LLC Eric R. Katzman - Deutsche Bank AG, Research Division Alexia Howard - Sanford C. Bernstein & Co., LLC., Research Division Marcela Giraldo - Crédit Suisse AG, Research Division

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. [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. Gary M. Rodkin: Thank you. Good morning. Welcome to our fourth quarter earnings call. Thanks for joining us today. I'm Gary Rodkin, and I'm here with John Gehring, our CFO; and Chris Klinefelter, VP of Investor Relations. This morning, we'll talk about fiscal 2012 fourth quarter performance and our outlook for fiscal 2013. And then we'll open up the call for your questions. At that point, André Hawaux, President of Consumer Foods; and Paul Maass, President of Commercial Foods, will join us. Before we get started, Chris has a few opening remarks.

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. 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 file 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 question-and-answer document, or on our website under the Financial Reports and Filings link and then choosing Non-GAAP Reconciliations. For Regulation G purposes, I will clarify that we reported a loss of $0.21 per share for the fiscal fourth quarter. The loss is due to the year-end expense associated with the pension accounting change. After adjusting for items impacting comparability, fiscal fourth quarter earnings per share was $0.51, that's an increase of 9% over comparable year-ago amounts. I'll also remind our listeners that the associated question-and-answer document, which is filed as an Exhibit on our Form 8-K and on our website has commentary explanatory details and financial tables intended to clarify the pension accounting change discussed in today's release. This will assist with any changes to historical models. I will touch on this topic very briefly now and let John offer more detail in his comments. And then we'll also refer you to the supplemental information for help with financial models and other housekeeping related aspects. In a nutshell, we adopted changes in pension accounting to provide a clearer picture of the underlying operating results of our business. These changes impact current and prior periods. Here's a summary. The biggest of these changes involves mark-to-market accounting for pension liabilities. For context, in a low interest rate environment, pension liabilities increase, and this results in additional expense. To be clear, that is expense created by the mechanics of the debt market as opposed to anything related to our fundamental operations. Under the old method, we had been amortizing that additional expense over several years in our ongoing results. With the new method of accounting, we recognize the additional expense all at once at the end of the fiscal year. This new method provides more clarity for those analyzing our underlying financial performance, and it is also a preferable accounting method. The recently adopted mark-to-market accounting gave us year-end expense of $0.60 per share in the fourth quarter of fiscal 2012 and year-end expense of $0.02 per share in the fourth quarter of fiscal 2011. Those are shown as items impacting comparability. Because we no longer amortize pension-related actuarial gains and losses in our ongoing results, we have removed pension-related amortization from past results, and this, along with other aspects of the changes, has revised the EPS base as presented in prior periods. Along these lines, fiscal 2012 earnings per share benefited by $0.08 per share. That's for the full year. And it includes $0.02 per share in the fourth quarter. Fiscal 2011 earnings per share benefited by $0.01 for these same reasons. Our revised EPS base, adjusted for items impacting comparability, is now $1.76 for fiscal 2011 and $1.84 for fiscal 2012. The new methodology in place as a result of these accounting changes will apply to past and future results, and thus enable fair comparisons. Now I'll turn it back over to Gary. Gary M. Rodkin: Thanks, Chris. As you can see from the release, EPS on a comparable basis was $0.51 for the fourth quarter. That's up 9% year-over-year. The $0.51 of comparable earnings includes a $0.02 benefit from our pension change, as Chris touched on and as described in the release. We posted comparable year-over-year EPS growth for our fiscal fourth quarter as we planned, and we showed full year EPS growth also. Our EPS base for fiscal 2012 is $1.84 adjusted for items impacting comparability, that's with the pension noise out of it, and we expect to grow 6% to 8% on top of that in fiscal 2013, adjusted for items impacting comparability. Now I'd like to share a few more details on our fiscal fourth quarter results for both our Consumer Foods and our Commercial Foods segments. For the last quarter of fiscal 2012, we grew comparable operating profit in Consumer Foods, a significant sequential improvement. This was an important milestone, and we're glad to have turned the corner in terms of year-over-year profit comparisons. As we've talked before, the commodity inflation during the first 3 quarters of the fiscal year was very high, at 11%, and it moderated to 6% in the fiscal fourth quarter. A combination of our prior pricing actions, along with the productivity improvements have helped us fight the inflation headwinds. Contribution from our acquisitions this fiscal year also played a role in fourth quarter results, but our base business showed an increase in profitability in the fourth quarter, even without the benefit of acquisitions. The big challenge continues to be shopper behavior and its impact on industry volumes. Specifically, shoppers continue to be extremely value-conscious with their choices at the grocery store. You've heard from us and others that shoppers are sticking to a list, expecting significant value for everything and keeping food inventories at home to a minimum. They're being frugal and eating more leftovers. All in all, a pretty difficult environment for fiscal 2012, and we're being realistic about the environment going forward. Clearly, our portfolio includes many choices that are great values to shoppers, and we need to appropriately leverage that by working hard to generate consumer pull with a combination of innovation and marketing. More on that in a moment. For the fiscal fourth quarter, sales for Consumer Foods increased 6% due to acquisitions. Organic sales were up slightly as price mix added 6% and volume declined about 5%. Given my prior comments about the environment, it's also worth pointing out that a meaningful portion of our fourth quarter volume decline was driven by one brand, Banquet, which weighs very heavily in our overall volume performance given that it's the largest volume brand in our Consumer Foods portfolio. As a reminder, we took pricing on Banquet earlier this fiscal year to deal with commodity inflation, and as a result, the retail price charged by customers crossed the $1 price point at most retailers. With value-oriented consumers being hit the hardest in this economy, there was volume decline as a result of this pricing, but the increase was the right thing to do to address inflation and keep Banquet profits healthy. Banquet accounted for about 2 points of the 5-point volume decline. We're satisfied with our pricing actions this year. This work is continually being refined as part of our Customer Connect initiatives you've heard us discuss before. We're developing a greater confidence in the analytics and systems that make our pricing architecture stronger over the long term. We're also focused on more consistent levels of investment in advertising and promotion, which is an essential component of creating consumer pull for our products. This is very important in an environment where consumers continue to be highly selective with their choices. We had a number of brands that performed well during the quarter. Marie Callender's continued its success with multi-serve meals driving good year-over-year growth and desserts growing at a double-digit rate. It's hard to say enough about the growth of this franchise and the way it's grown share. During the quarter, Marie Callender's single-serve meals grew about 10% for the quarter in both net sales and volume, significantly better than the category. Healthy Choice also gained share and grew net sales during the quarter, even with the impact of net pricing. The Healthy Choice Top Chef flavors have done very well. Another demonstration that the flavor, texture and visual appeal we deliver with our steaming platform gives us differentiation in this important product line. We aim to take advantage of that demand for premium taste with one of our new product lines, Healthy Choice baked entrées, which begins shipping next week. Our new Greek frozen yogurt from Healthy Choice starts shipping next week as well. You may remember that product from CAGNY. This is one that we're pretty excited about as it over-delivers on taste and texture and has only 100 calories per serving. Those are just a couple of examples of our innovation pipeline generating new products to grow our brands and categories. We'll have more to talk about throughout the year, and we'll keep you updated on the progress of our new items. We're excited about supplementing our organic growth from innovation and marketing with the right acquisitions. As we've said, we're looking for smart acquisitions that have organic growth upside, operational and marketplace synergies, and which will add to earnings growth and returns on capital over time, which is the thinking that drove the recent acquisitions of National Pretzel and Del Monte Canada and the increased investment in Agro Tech Foods, all of which we discussed earlier this fiscal year. In our fourth quarter, we added 2 product lines that fit our strategic objectives. The first is Odom's Tennessee Pride, which helps build out our breakfast offerings. This business has a line of terrific frozen breakfast sandwiches, and we believe that's a platform on which we can build. Frozen breakfast is a growing category, and the Odom's capabilities are a great fit for our strategy because they help us establish a position in a category that's adjacent to our core business. The second is the pita chip business of Kangaroo Brands. Snacks are growing, private label is expanding, and we want to grow this small but attractive business in a significant way. These are really great tasting pita chips with attractive nutrition. The pita chips segment is an area where we previously didn't have presence, and this product type, much like pretzels, has a good-for-you appeal to consumers. The Kangaroo Brand pita chips are featured in the deli section of stores, so that adds some presence there for us. And the private label chips are in the snack aisle, where we aim to grow our space. Our private label business continues to do well overall, with the nutrition and snack bar business continuing to grow rapidly, and we're excited about opportunities to expand this business in the right way through organic growth and through strategic acquisitions. We think of this business as a consumer-centric store brands business, a more contemporary and differentiating version of old private label models. We apply a CPG mindset to the way we do business here, with consumer and shopper insights that we think help identify categories with good growth and margin potential. Along with our innovation, food safety and supply chain expertise, this enables deeper customer partnerships, and that translates into improved sales and profitability. Moving on to Commercial Foods, sales and profits for the segment increased largely due to the strength of Lamb Weston potato operations. Lamb Weston posted good volume results and good price mix due to pricing taken earlier in the year to deal with inflation. Commercial Foods sales were up 7% in aggregate due to Lamb Weston's progress, but also due to good flour milling volumes. Segment profits grew 7%, reflecting the sales growth as well as favorable product mix, notably from continued momentum in sweet potatoes and operating efficiencies. These factors in aggregate more than offset challenging market conditions for the milling operations. All in all, Lamb Weston had a great year, and we're really pleased with the momentum this business is once again demonstrating. The Lamb Weston team's success for the year reflects good management of raw supplies, outstanding customer partnerships, pricing agility, strong exports, notably in the Middle East and Asia, and continued expansion into the fast-growing sweet potato adjacency. As you heard us say at CAGNY, this business now has an international footprint of more than $1 billion annually. That's taking into account our share of the sales of unconsolidated joint ventures. We're in a position to accelerate that growth. We have terrific relationships with multinational restaurant chains that are growing, and that's good for our business. We've also seen somewhat of a rebound in the quick serve restaurant business in the U.S., and that of course helps. But more than anything, the strength at Lamb Weston reflects a seasoned group of operators who are attuned to the marketplace, skilled at seizing opportunities and have the ability to deal with changing dynamics. They're committed to providing excellent service to their customers, and it shows. Along those lines, just last week, Lamb Weston received a SYSCO Supplier Excellence Award, recognizing them as the #1 Gold Supplier in the Frozen category. This is the second year in a row they've won this award. Suffice to say that Lamb Weston is on top of its game and we expect that momentum to carry into fiscal 2013 and make a strong contribution to EPS growth. I'll wrap up fiscal 2012 remarks by saying that while the broader business conditions were difficult, particularly in our Consumer Foods segment, fiscal '12 was a year of operating progress on a number of fronts. Specifically, I'm talking about pricing in both segments, strong productivity, promising innovation and a significant turnaround at Lamb Weston. As we look to fiscal year '13, we expect to grow 6% to 8% off the fiscal 2012 EPS base of $1.84 adjusted for items impacting comparability. While branded retail marketplace conditions will still be challenging, we're planning for good earnings growth for a number of reasons. First, we'll have the benefit of acquisitions completed in fiscal 2012. That's in the range of half the EPS growth we're expecting. We also have ongoing momentum from Lamb Weston, and we feel very good about that. Third, we expect to see benefit to Consumer Foods margins as a result of effective margin management and less severe inflation. A little context on our outlook for the Consumer Foods segment in fiscal 2013. It's worth pointing out that as we progress through the year, we will lap the price increases we took in fiscal 2012. This will benefit the year-over-year organic volume comparisons in the second half of the year. Though we do expect sequentially improving volume trends in the back half of the year, not only because of the lapping of pricing actions but also because of the benefit of innovation introduced earlier in the year. It's also worth noting that while acquisitions completed in fiscal 2012 are expected to generate the majority of Consumer Foods' profit growth in fiscal '13, that's not the only driver of profit improvement in our plans for that segment. We also expect modest profit growth from that segment's core underlying operations, meaning the base business independent of acquisitions. We're realistic about marketplace conditions, but margin management initiatives and moderating inflation could put us in a position to post modest profit improvement and invest more in marketing for the core underlying operations. Before I wrap up, I do want to remind you that we will continue to be proactive with our strong balance sheet in pursuit of strategic acquisitions that build shareholder value over the long term. All in all, we're confident that our 6% to 8% EPS goal for fiscal year '13 is achievable, and I look forward to keeping you updated on that as we look forward this fiscal year. Now I'll turn the call over to John. John F. Gehring: Thank you, Gary, and good morning, everyone. I'm going to touch on 5 topics this morning. I'll begin with our pension accounting change so that I can ground everyone on a few key elements, including the financial statement impacts. Second, I'll discuss our fourth quarter performance highlights. Next, I'll address comparability matters, and then onto cash flow, capital and balance sheet items, including some details on our recent acquisition activity. And finally, I will provide some comments on our outlook for fiscal 2013. So let me start with the accounting change around pensions. While we've included some detailed information in the release materials, and Chris has also shared some of the mechanics with you, I would like to cover a few key points here. First, our objective. Our objective in making the change is simply put, to provide better transparency to the financial performance of our core business operations. Our prior methodology has resulted in significant impacts to our earnings that reflect neither our underlying performance, nor the cash flow realities with respect to the pension. Next, as Chris noted, the change has 2 significant impacts on our financial statements. First, during the past 2 years we have had, and from time to time going forward we may have, fourth quarter actuarial or mark-to-market losses or gains that we will treat as comparability items. Second, we have removed from our financial statements the amortization of actuarial losses and potentially gains, and we believe that the elimination of this amortization under the new method will improve transparency. Under the new method, our normalized pension expense is comprised principally of 3 components: service cost, interest cost on the pension liability, offset by the investment returns on our pension assets. I would also note that while we considered various options to address the pension expense volatility, we ultimately concluded that this change, and what is deemed to be a preferable accounting method, would best serve our stakeholders. And before we leave this topic, I'd like to emphasize a few other points that are also included in our release materials. First, we are very comfortable with our pension funding level. We made a discretionary pension contribution of about $250 million during our fiscal fourth quarter, and as of fiscal 2012 year end, our funding level was approximately 83%, and that's despite interest and discount rates being at historic lows. Second, while there are some large charges flowing through the income statement with the application -- in connection with the application of this change in accounting, there is no net impact on our balance sheet. In other words, our assets and liabilities, and therefore our net equity, are all unaffected by this change, including the related year-end charges treated as items impacting comparability. Also, the change has no impact on cash flows or pension funding requirements. And lastly, all of the impacts of the accounting change are reflected in our corporate segment. So the results of our Consumer Foods and Commercial Foods operating segments are unaffected. I would refer you also to the release materials, which contain additional details regarding the change, including a number of tables which will assist users in bridging to the new earnings base. Now let's turn to our next topic, the fourth quarter performance highlights. Starting with our Consumer Foods segment, net sales were approximately $2.1 billion, up about 6%, reflecting 6 points of favorable price mix and a benefit of about 6 points from acquisitions. These factors were partially offset by a 1% negative impact from foreign exchange and a 5% base volume decline. As Gary noted, about 2 points of this base volume decline was related to the volume impacts from pricing taken on our Banquet brand. Our Consumer Foods segment operating profit, adjusted for items impacting comparability, was $288 million, or up about 7% from the year-ago period. While the acquisitions contributed to the operating profit growth, most of the growth came from margin improvement in the base business, driven by pricing and cost savings, offset by moderating inflation. For the fiscal fourth quarter, we experienced inflation of about 6%, with a good portion of that driven by proteins. Our Consumer Foods supply chain cost reduction programs continue to yield good results, and they delivered cost savings of approximately $80 million in the quarter. These programs delivered over $275 million of cost savings for the full fiscal year. On marketing, Consumer Foods advertising and promotion expense for the quarter was $74 million, essentially flat with the prior-year quarter. And for the full fiscal year, A&P was about $335 million, or 3% below the prior year. For the quarter, foreign exchange had an immaterial impact on Consumer Foods operating profit. In our Commercial Foods segment, net sales were approximately $1.3 billion, or up 7%, reflecting improved volume and mix, as well as disciplined pricing in our Lamb Weston potato operations, where we increased prices to offset higher input costs. The impact on sales from the pass-through of wheat costs in the milling operations was immaterial this quarter. The segment's operating profit increased 7% to $138 million. Lamb Weston posted a strong double-digit rate of profit growth, driven by favorable volumes and pricing mix, as well as production efficiencies. The profit growth for Lamb Weston was partially offset by a profit decline in the milling operations, and while sales volumes increased in the milling operations, profits were lower due to less favorable market conditions. Overall, we are pleased with the performance of this segment and believe these businesses are well positioned for fiscal 2013. Corporate expenses, adjusted for items impacting comparability, were $64 million for the quarter versus $61 million in the year-ago quarter. As previously noted, corporate expense reflects the impact of the pension accounting change for all periods. The tax rate for the year on comparable earnings was in line with our expectations. Now I'll move on to my third topic, items impacting comparability. Overall, we have $0.72 per diluted share of net expense in this quarter's EPS related to several items. First, we recorded $397 million, or $0.60 per share of pension expense related to the actuarial or mark-to-market losses in connection with our new pension accounting method. Second, on hedging for the fiscal fourth quarter, the net hedging loss included in corporate expense was $53 million, or $0.08 per share. Next, we recorded $13 million, or $0.02 per share, of restructuring and other one-time charges related to our cost reduction and organizational efficiency initiatives, principally in our Consumer Foods segment. Fourth, we recorded approximately $7 million, or $0.01 per share, of acquisition-related expenses. And finally, we recorded $0.02 of income, offset by $0.02 of expense related to several legal and insurance matters which relate to prior years. Next, I'll cover my fourth topic, cash flow, capital and balance sheet items. First, we ended the quarter with approximately $103 million of cash on hand and approximately $40 million of outstanding commercial paper borrowings. While our cash balance has come down quite a bit over the past several quarters, the decrease is primarily a function of putting our cash to work. In fact, during fiscal 2012, we deployed about $1 billion to fund acquisitions and share repurchases. For fiscal year 2012, we delivered operating cash flows of approximately $1.05 billion. This performance was consistent with our expectations after taking into account the impact of approximately $250 million of discretionary pension contributions, which are included in operating cash flows. On working capital, we continue to make progress against our working capital initiatives. For the full fiscal year, working capital improvement in our base business contributed over $100 million to cash flow from operating activities as we continued to improve our cash conversion cycle metrics. On capital expenditures for the quarter, we had capital expenditures of $98 million versus $119 million in the prior-year period. And for the full fiscal year, CapEx was approximately $340 million, which is down from our previous estimate of about $400 million. The decline relates principally to changes in timing on several capital projects. Net interest expense was $51 million in the fourth quarter versus $55 million in the year-ago quarter. And dividends for the quarter increased slightly from the year-ago quarter to $100 million, reflecting the increased dividend rate, offset by a lower number of shares. Now let's turn to capital allocation and let's start with growth. We have said that growth is a priority and that we are focused on strategic adjacencies, international and private label. During the quarter, we completed 3 transactions that are consistent with our growth strategy. First, we completed the acquisition of Del Monte Canada for approximately $186 million. We also completed the acquisition of Odom's Tennessee Pride for approximately $95 million. And finally, we acquired Kangaroo Brands' private label pita chip business for approximately $48 million. As Gary discussed in his comments, we are very excited to have each of these in our portfolio, and they really fit well with our growth pillars of adjacencies, international and private label. For the full fiscal year, we deployed approximately $700 million to fund acquisitions and related growth investments. Going forward, we will continue to pursue acquisition opportunities where there is a strategic fit and a good financial return. And we are confident that we can further leverage our capabilities and our strong balance sheet to create value by investing for growth in a disciplined manner. We also remain focused on organic growth and profit enhancement investments, including investments to support innovation and our cost savings initiatives. The other elements of our balanced capital allocation approach also remain unchanged. This approach starts with our commitment to an investment-grade credit rating but also recognizes the importance of maintaining our strong dividend and executing share repurchases from time to time. And on share repurchases, we purchased about $250 million of our shares in the fiscal fourth quarter, and we currently have approximately $525 million of available share repurchase authorization. Now I'd like to share some comments on our fiscal 2013 outlook. As Gary mentioned, we expect fiscal 2013 diluted earnings per share, adjusted for items impacting comparability, to grow at a rate in line with our long-term algorithm of 6% to 8% from our new fiscal 2012 base of $1.84 per share. This fiscal 2013 earnings estimate reflects net sales growth at a rate in the mid-single digits. Sales growth for the Consumer Foods segment is planned to be in the high single digits, with about 2/3 coming from our recent acquisitions. And in our Commercial Foods segment, we expect modest top line growth as volume, pricing and mix improvements in the segment will be offset by the impact of lower wheat prices in our milling business. This fiscal 2013 estimate also reflects modest gross margin improvement in our Consumer Foods segment, driven by pricing and mix improvements and strong cost savings, partially offset by the impact of inflation, which we do expect to moderate over the course of the year. For fiscal 2013, we expect cost savings of about $240 million in our Consumer Foods business. And we are planning for an increase in our advertising and promotion costs of more than 10% to support our consumer brands and new product introductions. Also, consistent with our pay-for-performance approach, total company SG&A reflects higher incentive costs, given the expected margin and comparable earnings per share improvement in fiscal 2013. Additionally, the effective tax rate for fiscal 2013 is expected to be in the range of 34% for the full year, although this rate may fluctuate somewhat from quarter-to-quarter. So with respect to the operating profit performance of our business segments, for fiscal 2013, we expect improved operating profit in our Consumer Foods segment, and while we anticipate that more than half of that profit growth will come from our recent acquisitions, we also expect growth in our base business, driven by pricing and mix improvements and supply chain cost reductions, offset by higher marketing expense. In our Commercial Foods segment, we believe both Lamb Weston and our flour milling operations will deliver solid operating profit growth. Lamb Weston is entering the year with strong momentum, and ConAgra Mills is also well positioned for earnings growth in 2013. Turning to cash flow, we expect continued strength in our operating cash flows in fiscal 2013. We expect cash flows from operating activities to be in the range of $1.2 billion to $1.3 billion, including a modest contribution from working capital improvement. Further, we expect capital expenditures to be approximately $450 million for fiscal 2013. In summary, we expect EPS, adjusted for items impacting comparability, to grow in the range of 6% to 8% next year, consistent with our long-term algorithm. And we are optimistic about the long-term strength of our businesses. That concludes our formal 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. I will now turn it over to the operator to begin the Q&A portion of our session. Operator?

[Operator Instructions] And our first question will come from Jason English with Goldman Sachs. Jason English - Goldman Sachs Group Inc., Research Division: Lots of questions. I think I'll leave a few to the people who are going to come after me and get into a couple of detailed things here. Gross margins in the Consumer Foods segment, were they up, down or flat this quarter? André J. Hawaux: Jason this is André. They were up this quarter. Jason English - Goldman Sachs Group Inc., Research Division: So the decline was primarily driven by Commercial Foods in aggregate? Is that just a factor of the milling stuff you talked about?

Jason, this is Chris. For – you're talking about for the total company, our fourth quarter margins were up slightly year-over-year, all segments included. So if you got a different number, we'll be glad to talk about it offline. Jason English - Goldman Sachs Group Inc., Research Division: Yes, we do have a different number, so I will circle back offline to try to get some of the adjustments corrected on that one. And last question. Your acquisitions, are they margin accretive to your Commercial Food business or are they diluting the margins right now?

Jason, it's Chris. I believe you mean the Consumer Foods. Jason English - Goldman Sachs Group Inc., Research Division: Consumer Foods, yes.

Yes, we would expect them certainly to be accretive to our profits. Jason English - Goldman Sachs Group Inc., Research Division: But to margins?

Yes, they will be margins over time. I don't have the details here sitting in terms of the pieces that fell under the quarter. But over time, that's the objective.

And we'll take a question now from David Driscoll with Citi Investment Research. David Driscoll - Citigroup Inc, Research Division: Wanted to go back, Gary, onto the organic growth in Consumer Foods. So it seems like just from the guidance, it's very limited organic growth in the Consumer Foods in F '13. Can you spend a little bit more time and talk about why? And I did hear, I guess, at the end part of the script a fairly large increase in advertising. Is that the #1 factor to call out here for the organic growth rate being -- it's got to be embedded in the guidance at maybe 1% of EPS growth, something like that? Gary M. Rodkin: Well, David, in Consumer, we clearly have talked about how volume will be modestly down this year, but it will improve as the year goes on and we overlap the pricing. Obviously, we've talked an awful lot about shopper behavior across the industry buying less units, exacerbated by the significant price increases taken this year. And in our case, we singled out Banquet moving over $1, impacting volume to the tune of about 40% of our volume drop this year. But those moves, those pricing moves, are the right thing holistically certainly from an overall financial standpoint. We're going to overlap those pricing actions as we get through the year, and eventually we'll also start to hopefully see consumers flatten out in terms of their behavior on what kind of inventory they're carrying and how they're managing their leftovers. That's going to flatten out over time. But we're planning realistically and we're very, very confident in the algorithm. The margins will improve this year in Consumer because we clearly are going to have less severe inflation. We're moving more towards pull versus push. And that's why you see us committing to a realistic increase in our marketing dollars. But overall, we feel very good about our Consumer Foods business. We will see some modest growth on the organic business side, and we will get a good boost from our acquisitions. David Driscoll - Citigroup Inc, Research Division: Well, 2 quick follow-ups. On the pace of volume declines, can you talk a little bit about March, April, May, and then what you've seen in June so far? Is it consistently negative or are you seeing a trend that's maybe suggesting improvement? André J. Hawaux: Yes, David, this is André. I would say that to your question, in terms of what we saw in the fourth quarter, I think I'll just repeat what Gary mentioned. Again, the lion's share of that volume decline was in a brand we took pricing actions on that's very, very sensitive, and that was Banquet. In terms of consumer consumption, as we read the Scan data as well as the All Outlet data, I would say we've seen a slight improvement. But to Gary's point, the consumer sentiment is still where it is. We are not seeing unit consumption growth rates yet across all channels of our business. So I would say it's still kind of the environment that Gary discussed. David Driscoll - Citigroup Inc, Research Division: If I could take a final question. And just on this promotional spending or advertising and promotional spending increase, I assume by promotion, that's consumer promotion, not trade promotion. And the 10% increase, can you just describe a little bit the logic behind such a large increase? André J. Hawaux: Well, a couple things, David. This is André again. I would say what we're talking about here is we have a lot of innovation that we're bringing to market in fiscal year '13. That is going to require some of the products that Gary articulated. That's going to require, we believe, some consumer promotion. We also feel very good about some of our brands where we've taken pricing this year, and we've continued to gain share because we have a consumer preferred product. And we want to continue to make those investments. They'll be choiceful, they'll be in big categories where we can make a difference. They'll also span some of the new items, new types of marketing such as digital and other things that we're really pushing really hard on. Gary M. Rodkin: Yes. And the final point I would add, again, as we are trying to shift away from being more push-oriented toward more pull. So the total dollars, it's buckets that change, it's not really total increased spend.

We'll move now to Bank of America's Bryan Spillane. Bryan D. Spillane - BofA Merrill Lynch, Research Division: Just a couple of questions. First, one of the great strengths, and I think probably underappreciated sometimes by the market, is the balance sheet flexibility that you have. And you demonstrated it with acquisitions, which are going to benefit this year. On share repurchases, can you just talk a little bit about what drove your decision to repurchase as much stock as you did in the quarter? I'm glad that you did it, but just I'm trying to get a better understanding of what drives the decision-making there in terms of when you decide to go forward and buy back stock. John F. Gehring: Well, Bryan, this is John. First of all, I don't think we're -- none of this is kind of episodic or short-term thinking. I think if you look at the full year, we purchased about $360 million of shares. The timing really, in some ways was a function of how much we had done previously, and I think as you recall, in some of the previous quarters, we were focusing a lot of our cash and investment in the M&A markets. And I'd say another factor is while on a net basis, we do buy back a significant positive in terms of shares, we also look at the amount of option exercises we have during the year that puts some excess cash to us and we wanted to redeploy some of that back. So I think some of it was just getting back to where we expect it to be on a full year basis. And we saw the opportunity in the fourth quarter to do that. Bryan D. Spillane - BofA Merrill Lynch, Research Division: Are there any additional share repurchases embedded in your guidance expectations for this year, for fiscal '13? John F. Gehring: Yes, I'm not going to get into specific expectations about share repurchase. What I would say is that if you look at just total capital allocation as we look at our algorithm every year, we do expect there to be a few cents of lift from capital allocation. That may come in the form of acquisitions. It may also come in the form of share repurchases or a combination thereof. Bryan D. Spillane - BofA Merrill Lynch, Research Division: Okay. And then on cost inflation for fiscal '13, I might have missed it. Did you give a cost inflation? Did you put a number on what you're expecting commodity inflation to be for fiscal '13? John F. Gehring: Yes. This is John. I think I would say in the range of 5%, maybe 4% to 6% as we sit here today. Obviously, the markets are still moving around, so I don't want to get too precise in my prediction. But clearly, it's in a range that while we'd always like it to be lower, we feel that, that's a range that our business can operate much better at than double digits. Bryan D. Spillane - BofA Merrill Lynch, Research Division: And then just a rough idea of how much of that is locked in and how much could move around? John F. Gehring: I don't think we go into those kinds of details. Suffice it to say, we have a fairly proactive procurement capability, and we're looking probably every day, every week where the markets are moving and how to hedge our positions. Bryan D. Spillane - BofA Merrill Lynch, Research Division: Okay. Okay, great. And then Gary, just one last one, if I could sneak it in. Just, Gary, as you look into fiscal '13, you've got your plan and your guidance. Is your business plan for this year based on an expectation that the industry environment stays the same, gets worse or improves? Gary M. Rodkin: I would say to be realistic or conservative, it's pretty much staying the same. Our plan is really based on 3 key factors. That's the moderating inflation we'll see in consumer, so we'll get the margin improvement there. It's the continued traction that we have on the Lamb Weston business. And it's the benefit of having the acquisitions that we did in fiscal '12 for all of the full year in fiscal '13. So when we put those 3 together, we feel very confident in our algorithm.

We'll hear now from Thilo Wrede with Jefferies. Scott Andrew Mushkin - Jefferies & Company, Inc., Research Division: It's Scott Mushkin sitting in for Thilo as he's over in Europe right now. A couple questions I want to follow up on. To Dave Driscoll's point about volumes lately, any hints that Banquet is starting to see their volume trends get a little bit better? And I guess what I'm getting at here is that we've seen gas prices come down. I was wondering if the consumers, I think you said it's maybe slightly better. But any hints that the kind of the lower end of the consumer's feeling a little bit better? André J. Hawaux: Scott, this is André. No, we haven't seen that. I would say that our expectations and the way we built the models and the way we built our algorithm for next year, as Gary touched on, we see us obviously lapping that pricing sometime in the back half of next year or fiscal '13, I should say. So that's when we believe that the consumer will see some improvement in that business. That's pretty much been -- it's pretty much followed what our model said. So no, I have not seen any improvement. Scott Andrew Mushkin - Jefferies & Company, Inc., Research Division: Okay. Perfect. And then I know you -- and to Brian's question, you said you're expecting about 4% to 6% cost inflation. Is that going to cause need for further pricing actions or no? André J. Hawaux: A couple things, Scott. We obviously, as John mentioned, we look at the commodity markets every day, and we'll be -- we have built a whole lot more pricing muscle in this organization as a result of the work we've done around Customer Connect. So where we'll need to -- we're specifically watching proteins, which continue to have a fair amount of inflation behind them. But I would say that, that's what we're looking at. The inflation numbers, you've got to remember we have very robust cost savings initiatives as well that have continued to deliver for the last 4 to 5 years here. And we're going to continue to leverage those as we fight inflation for next year. That's going to be the bulk of the fight against inflation, but we are prepared to price in places where we see our margins getting adversely impacted. Scott Andrew Mushkin - Jefferies & Company, Inc., Research Division: So to paraphrase is if you can get away without doing it through cost saves, you will. But if you have to, you have to. Is that a good paraphrase? André J. Hawaux: Yes, I would say we're going to watch the marketplace. I mean, I think we've built a lot of muscle now, and we've got a lot of people that are focused on this, so we will act accordingly depending on what the marketplace gives us. Scott Andrew Mushkin - Jefferies & Company, Inc., Research Division: Okay, great. And then I have one more, and I apologize if you actually said this in your remarks. But the acquisition outlook, another year of bolt-ons or how should we think of acquisitions? Gary M. Rodkin: We have a very clear strategy and a lot of discipline around our M&A strategy. And it's got to be opportunities that come up, that fit strategically, leverage the kind of capabilities we have, very importantly, offer us growth from a category standpoint and will be top and bottom line accretive over time. So if those opportunities come up, we're ready to leverage the balance sheet again. John F. Gehring: Yes. And this is John. Just to add on to that. It's not about size; it's about the opportunities and the returns we can get. So I'd say we're somewhat agnostic to size. There's obviously practical limits, but it's really about the things Gary talked about.

And we'll take a question now from Rob Dickerson with Consumer Edge Research. Robert Dickerson - Consumer Edge Research, LLC: I guess just the first question is, and hopefully I'm doing the numbers right here, but the implied guidance off of the $1.84 new adjusted EPS implies $1.85, I guess, to $1.89 for '13. If we back out the $0.08 from the $1.84, we get to $1.76. So the question I have is, in the release you said you'd expect basically half of that -- half of the $0.13 upside coming from acquisitions. But if we use the old number, the $1.76, that's still implying 11% to 13% percent growth for the year. So would you still expect out of that 11% to 13% growth that half of that would be coming from acquisitions? Or am I just not thinking about this the right way?

Rob, this is Chris. I think the clearest thing to do is just to say our base is what our base is. It's $1.84, and that's how we've crafted our comments. So when you look at the implied growth off of that, that's what we were discussing in terms of the estimate of roughly half. But again, that is an estimate of roughly. We're not trying to draw it precisely to the $0.01 of exactly half. Robert Dickerson - Consumer Edge Research, LLC: Okay, fine, and then a follow-up to that. Within your Consumer Foods segment, when you said the $240 million in cost savings inherent in that, are there cost savings from the acquisitions or are we not seeing too many cost synergies from the deals you've already done? John F. Gehring: All right. This is John, and I'll -- yes, there are -- we do expect to drive costs and capture synergies when go through these deals. I'd say all the deals have some level of synergies whether it be SG&A or whether it be supply chain matters. I'd also note that when we do these deals, there are -- from time to time, we also make decisions to the front end to address in those businesses further. So I'd say it's -- we certainly would expect to have some synergies out of those deals.

Eric Katzman with Deutsche Bank has our next question. Eric R. Katzman - Deutsche Bank AG, Research Division: Most of my, I guess, operating questions have been answered, so I want to understand the pension changes a little bit more. So is this kind of like what Hershey did, which was adopt the IFRS? Or are you still on a GAAP system? John F. Gehring: This is John, Eric. We -- I'm somewhat familiar with what Hershey did, but not expert on it. What we did is we are staying with GAAP. So ours is a GAAP method. It's not a hybrid of GAAP and comparability. It's just a straight GAAP method that a number of other companies over the past 12 to 18 months have adopted also. Eric R. Katzman - Deutsche Bank AG, Research Division: Okay. And so what was the expense hit that you were looking at using the old method that was, I guess, so significant and volatile based on the lower interest rates and return assumptions? Like what would that negative, and I realize it's noncash, but what would that negative expense have been? John F. Gehring: I'm not sure I can answer that. Let me start it this way. You saw what happened to our FY '12 earnings base going from $1.76 to $1.84. So that's about $0.08 in the past fiscal year that it was impacting us by. Once we changed the accounting method going forward, we're now on the new accounting method, and so I don't have a number that says hypothetically, '13 or '14 would've been x, y or z. I think it's logical to conclude it would have been something higher just because of the further decline in interest rates. But the way we look at this now is we've got a new base, the amortization is out of that base in all future periods. And so when we look at our operations and the results we expect, it's much cleaner, and there's no either hidden tailwind or headwind in those numbers.

And Sanford Bernstein's Alexia Howard has our next question. Alexia Howard - Sanford C. Bernstein & Co., LLC., Research Division: Can I ask first of all, are you able to break out what the underlying profit growth excluding acquisitions was in the Consumer segment?

We have -- Alexia, this is Chris. Obviously, we have that detail. What I'll tell you is that the business would have been up at a modest rate, even without acquisitions. Acquisitions were a role, but they -- I mean, order of magnitude, they weren't even half the growth. Alexia Howard - Sanford C. Bernstein & Co., LLC., Research Division: Great. That's really helpful. And on the Lamb Weston business, could you give us a little bit more detail about exactly where that growth is coming from, what channels, what type of customers and which regions are you seeing the biggest strength in? John F. Gehring: Sure. I would just kind of start with the organization is very focused on our customers, and that focus is paying off. There is some growth domestically and a lot of that growth is driven by product mix. And you heard Gary talk about sweet potatoes, and that continues to be a very positive light. But a lot of the growth is coming from emerging markets outside the U.S. and outside of Europe. And we're very aligned with our customers in supporting that growth. And frankly, a lot of the effort over the last 18 months has been with our team, effectively managing through the dynamics that we deal with year-over-year in a crop-based business. And our ability to do that and improve our ability to work to those dynamics has been a big part of that focus. But feel real good about our alignment with customers and where we're headed.

We have a question now from Robert Moskow with Crédit Suisse. Marcela Giraldo - Crédit Suisse AG, Research Division: This is Marcela for Rob. So in line with Bryan's question before, do you feel that this year's guidance comes in the context of a tougher environment? Meaning specifically, is the guidance for the rate of [ph] business maybe more conservative this year versus previous years? Gary M. Rodkin: I would say our guidance is what we believe is appropriate for this year. We feel very confident in that 6% to 8%, and I wouldn't say that it leans in one direction or another. Marcela Giraldo - Crédit Suisse AG, Research Division: Okay. And then a follow-up, if I may. You mentioned some rebound in QSRs in the U.S. Is that something you are factoring into your Commercial segment guidance for this year? Gary M. Rodkin: Well, we certainly are expecting another very good year for Lamb Weston, and that does play a role in it.

And we have a follow-up question now from Rob Dickerson with Consumer Edge Research. Robert Dickerson - Consumer Edge Research, LLC: We haven't really discussed I don't think any points on your private label portfolio. It sounds like with the 4% to 6% expected inflation, there could still be a little bit of pricing on the branded side. But if we were to see commodities just drift a little bit more, which is what we've really been seeing in the past couple of days, would you expect pricing to then ease more quickly on the private label part of the portfolio versus the branded or not really? André J. Hawaux: Rob, this is André. I wouldn't necessarily see that. I wouldn't see it that way at all. Robert Dickerson - Consumer Edge Research, LLC: Okay. And why is that? André J. Hawaux: Well, again, you have to look at the commodities that we -- or the commodities that are underlying the basket of whatever that product is. So if we're taking a look at, for instance, bars or now pita chips and things like that, I think we're going to have look at the underlying basket of commodities that support that business and determine where that's going. But I don't necessarily see us rolling back pricing in either of the branded or unbranded. Again we, as John articulated, we see inflation in our portfolio next year. We don't see deflation. So I don't see that as something that we're going to need to do.

And we have a follow-up now from Eric Katzman with Deutsche Bank. Eric R. Katzman - Deutsche Bank AG, Research Division: I want to follow up on the pension stuff, 2 questions. Isn't the 83% figure actually pretty low relative to the peer group? I mean, isn't the peer group in the kind of the 90% to 100% funding? And then the second question is again, on this -- the amortization exclusion. So, John, does the volatility -- you're now putting the volatility of the service cost and the returns and the amortization of those costs or gains or what have you, that's all going to be an extraordinary item that's kind of excluded in the fourth quarter every year as opposed to any kind of recognition of the expense of the pension from period to period? John F. Gehring: Yes, let me take those in order, if I can. So first of all, the issue of relative pension funding levels, one thing I think that's very important to keep in mind is our pension liability is measured as of May 31, 2012. I don't have the interest rate curves in front of me, but I am confident that, that is an absolute historic low point for discount rates. So when I look at 83%, and where we sit today, my concern is probably as much about a risk of overfunding if rates rise too high and too fast than it is about underfunding. So we are -- we have measured our liability at the absolute lowest point in discount rates in history. So companies that are measuring their discount rates at any other time over the past 12 months are going to have higher funding levels. So that's why you have to understand that math to understand why I'm so confident. The other question you asked, and again, I'm going to refer you to the materials because there's a lot of moving pieces here. But let me be clear. Our pension expense going forward is going to fully account for the 3 elements of pension cost that I referred to in my opening remarks. The first of it is our service cost, every time an employee works a day or a year and earns a future benefit, the full cost of that service cost is in our pension expense. The second thing that is in our pension expense is the interest on the liability that we have accrued at any point in time. The third element that's in our pension expense is the income we get from the returns on our assets. So all of the elements that you would normally expect to be in pension expense are fully included. The only matter that is going to be captured at year end is when there is a significant mark-to-market gain or loss, and there is no guarantee that there's going to be one of those gains or losses every year. But to the extent there are those significant mark-to-market gains or losses, those will be what's captured at year end as a comparability item. And maybe just for a little bit of additional color, interest rates are now at essentially an all-time low. To the extent those interest rates rise in all likelihood next year, we would have no gain or loss because we wouldn't be over a threshold where we would have to recognize any gain or loss. So I apologize for the accounting lesson here. You're probably all eligible for some CPE credit now, but again, I'd ask you to take a hard look at the materials, and we'd be certainly happy to work with Chris to clean anything up.

And we have a follow-up question now from David Driscoll with Citi Investment Research. David Driscoll - Citigroup Inc, Research Division: André, can you talk a little bit about the trade promotion plans for fiscal '13? And how much of a reduction in trade promotion is the source of the funding for the advertising and consumer promotion? Is it nearly all of it or how do we best think about it? André J. Hawaux: Yes, I'd -- David, I'm not going to get into the particulars of our trade funding. But I think what's really relevant into the discussion is Gary's points that we as an organization have recognized that historically as a company, ConAgra relied too much on push drivers to drive our business. And I think it's appropriate that we rebalance that mix so that we also have a lot of pull behind our brands, which historically we've underinvested in. So I think that's the right way to look at it. I don't want to get into specifics of what's going to happen to our trade funding. I do know that, that is what we're doing. That's what the pricing and margin is going to provide us the ability to do. And I think that's really important for the health of our brands going forward. And I think we're making the right decisions across the board. Gary M. Rodkin: Yes. David, I think André is right on target. And remember, when we talk about the trade spend, that's going to show up in improvement in our net sales line. The A&P dollars is a separate line item. So you're going to see improvement in our net pricing, and you're going to see us increase our marketing spend, our A&P dollars. David Driscoll - Citigroup Inc, Research Division: And have you had any of these discussions with your retail customers yet? And how was their reaction to the switch, so to speak, from trade to advertising and CP spending? André J. Hawaux: So the answer, David, is we have talked the talks with many of the retailers, and we've talked to them about this. They understand it. What they really want us to do is to be investing behind our brands, behind the innovation. They are very complimentary of the innovation we are bringing to market in multiple categories. They want to see their traffic counts up. They want to see customers picking up products in the center of the store. So they're very supportive of the actions that we're taking.

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

Thank you. 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 Fourth Quarter Earnings Conference Call. Thank you again for attending, and have a good day.