Gary Rodkin - CEO John Gehring - CFO Chris Klinefelter - VP, IR Tom McGough - President, Consumer Foods Paul Maass - President, Private Brands & Commercial Foods

Andrew Lazar - Barclays Capital David Driscoll - Citi Jason English - Goldman Sachs Akshay Jagdale - KeyBanc Capital Markets Robert Moskow - Credit Suisse Jonathan Feeney - Athlos Research Alexia Howard - Sanford C. Bernstein & Company

Welcome to today’s ConAgra Foods First Quarter Earnings Conference Call. This program is being recorded. My name is Jessica Morgan 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 and welcome to our first quarter earnings call. Thanks for joining us today. I am Gary Rodkin and as usual I am here with John Gehring, our CFO and Chris Klinefelter, our VP of Investor Relations. Before we get started, Chris has a few words.

Good morning. During today's remarks, we will make some forward-looking statements, and while we’re making those statements in good faith and are confident about our company's direction, we do not have any guarantee about the results that we will achieve. So if you'd like to learn more about the risks and factors that can influence and impact our expected results perhaps materially, 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 Q&A or on our website. Now I'll turn it back over to Gary.

Thanks Chris. First quarter diluted EPS on a comparable basis was $0.39 versus $0.37 a year ago which is ahead of where we expect it to be. During our first quarter of fiscal ’15 we drove progress in a number of areas. First, Consumer Foods volumes strengthened, we improved share, made sales gains in alternative channels and posted good productivity savings. Also we continue to improve the underlying health of our Private Brands operations positioning us for margin expansion and new business as the year progresses and within commercial foods we continue to pick up new business through Lamb Weston. We’re pleased with our start to the fiscal year and we see the hard work from last year beginning to show returns. We know that one quarter does not make a year and that there is a lot of time left in fiscal ’15. I feel good about the underlying progress. We continue to have a very high sense of focus and urgency against our objectives and we look forward to delivering the full potential of ConAgra Foods. With this good start to the year we are very confident in our full year EPS projections. I want to acknowledge the news I shared last month about my intent to retire at the end of this fiscal year. The reason I'm retiring is simply that I want to spend more time on the personal side. At this point I have had an all-encompassing corporate job for a very long time and I'm ready to devote more time to family, friends and outside interest. I feel honored to have led ConAgra Foods for the past nine years. It's been a meaningful journey personally and professionally and I believe the dramatic changes we have made at ConAgra Foods in terms of the operations, the culture and the strategies will serve shareholders well over the long term. I'm fully engaged in achieving our near term objectives as well and I'm confident that we will meet expectations. It's very hard for me to leave this role and company that I care so deeply about but I believe we will be on a very solid footing as we finish fiscal ’15. Now on to segment specific news. Within Consumer Foods, we had a 1% decline in sales which includes flat organic volume, and flat price mix. Clearly the volume performance was a big sequential improvement over Q4 and came in a bit ahead of what we expected. Comparable profit increased 19%. The work to get to that volume performance in Q1 was important in foundation building. In fact there is a lot of work going on now to grow volume, increase share and improve margins all across the segment and particularly in our fixed and grow brands. I will touch on each of those in a minute. But first I want to tell you about a significant milestone. We achieved the number one dollar share position in frozen single serve meals during the quarter. As you know that’s been a challenging category for retailers but it's still very large, important and profitable for customers and food manufacturers alike and we believe this is still a good business. We think the combination of deep insights, a focus on core users and leveraging differentiating innovation can help us continue to grow. As you know one of our major frozen brands Healthy Choice has struggled in single serve frozen meals. It's one of our fixed and grow brands but we’re confident of our direction focused with that brand. As you may recall we are moving out of slow selling SKUs and into more of our proprietary Healthy Choice Café Steamers line which has been consistently strong since it's introduction in 2008. The Café Steamers we have market are showing strong growth and we’re confident of bigger second half progress in Healthy Choice as we begin to lap some of the assortment pruning we did last year on slower selling sublines. Meanwhile Q1 for Marie Callender's was particularly strong with the single serve dinner business up double-digits in dollar and volume sales. Marie Callender's has a long winning streak and increasing household penetration, a good testament to the quality of the food, advertising that resonates and the focus on the core user. Overall in Frozen we’re confident of our portfolio and it's strength and are looking forward to better numbers on Healthy Choice later in the year. Chef Boyardee our second challenged brand is beginning to perform better and return to the easy open can that consumers prefer and our new merchandising strategy has begun to pay dividends at some of our key customers already. Performance on Chef Boyardee is improving as we speak. On Orville Redenbacher's we’re working through some packaging, assortment and merchandising changes that will all go into the market late this calendar year. We expect these changes to be meaningful and positive as we look forward. Within popcorn we have seen a strong quarterly performance from Act II which benefited significantly from some simple graphic changes in the packaging. We know this category has room for growth and we know the Orville Redenbacher's brand equity is strong. Snacking is clearly a growth area and Slim Jim was a great performer in the quarter growing double-digits and volume in net sales and taking share. This is another example of a strong brand that knows it's core consumer and communicates them with them in a way that really resonates. Reddi-wip is another brand that had an outstanding quarter and the key here is expanding usage occasions. Reddi-wip’s success is an example of being persistent and tenacious with a good idea specifically getting displays of Reddi-wip next to fruit. We had a terrific summer season with the brand with double digit growth and volume of sales and great share pickup as well. Our intensified focus on club, dollar and convenient stores is beginning to drive impact. As you know these retail outlets are growing faster than traditional grocers and we’re beginning to seize our share of this growth. We’re gaining sizeable distribution in club stores with brands like Reddi-wip, Hunt’s, Bertolli, Swiss Miss and Marie Callender’s. And we’re securing new distribution for some of our brands as well in the dollar store format. All-in-all we’re making some big strides in channels and have more room to grow. In terms of the bottom-line Consumer Foods comparable profits increased 19%, productivity and other efficiency initiatives offset inflation and we continue to find ways to work much more effectively freeing up resources to focus on growth. Within our Private Brands segment sales were down 2% versus last year’s first quarter and comparable operating profit declined 28% reflecting the fact that we made pricing concessions in the second half of our last fiscal year because of our customer service and quality execution issues. While a meaningful decline is sequentially better than last quarter, the good news is that we have resolved these issues and we will start lapping those pricing concessions that we had to make last fiscal year as we get into the second half of this fiscal year. I also want to point out that while we have to do some firefighting last year the fixes we put in place are sustainable and provide us with a much better operating model and foundation. We’re gaining deeper, faster and more granular visibility into our private brand operations now and because of that we’re being much more proactive on both the challenges and on the opportunities and having stable operations lets us begin to leverage our scale and use some important tools like SAP which are just starting to be implemented in certain parts of the segments operations. And most importantly stabilizing our operations and delivering our customers what they expect, when they expect it, allows us now to compete for business proactively not reactively which means we have the opportunity to return to more normalized pricing in overall improved customer relationships and by that I mean partnerships where we’re squarely focused on growth. Let me share a bit of color now in some of our larger product lines and Private Brands specifically snacks, bars, cereal, in-store bakery and pasta. We’re taking advantage of snacking demand through new emulations in some of the fastest growing snacking areas like pretzel flats and pieces, a new bolder flavors of crackers and we’re also doing some of our own unique innovations for several retailers. We’re also a major player in the large and growing snack nuts category. In bars the focus in growth off-late is really on the protein and fiber bars where we have strong emulations sold under the retail labels. While some parts of the overall bars category growth slowed we have a broad set of emulation and manufacturing capabilities across many different bar types and we’re adjusting those resources to the areas of the category that are in the highest demand. As you all know the cereal category has been very soft so this will become we believe more of a share proposition for us. What we have to do is better leverage our very strong emulation capabilities and a margin structure that’s attractive to retailers. Our fourth product line I want to mention is our in-store bakery business where we make everything from bagels to artisan bread to cookies sold in the parameter of the store. We have tremendous capabilities here and the growth prospects are very solid as sales in this part of the store grow. For example we just launched a new flavor platform for our Lofthouse Cookies that allows us to leverage our strength during holidays and expand on it year around and finally a word on pasta, a category that has experienced significant pricing competition in the past several years. This is a sizeable business for us and one where we will use our state of the art capabilities particularly in operations to rebuild our margins overtime. So you can see our breadth across the store, and with our arms around the operational issues we can work with retailers to design solutions to meet the shopper needs. In fact we have picked up a good bit of new business over the past six months that we’re working to bring to market in the second half of fiscal ’15. Our current projections are for modest sales and profit growth in this segment in fiscal ’15 and for growth to accelerate in fiscal ’16 and ’17 on both the top and bottom-line as we continue to get good synergies, operations continue to become more efficient and we gain new business and distribution. The fundamental appeal to consumers, the strategic importance and profitability of Private Brands to trade customers and value added capabilities of the ConAgra Foods Private Brands operations make this a long term growth factor for us. Moving on to commercial foods, sales were $1.1 billion up 2% over a year ago. The volume increased 3% while a comparable operating profit as expected decreased 9% versus a year ago. In our biggest business in this segment, Lamb Weston potato product sales were up primarily due to more growth in the food service channel. Profits were below year-ago amounts, the year-over-year profit decline reflects less profitable mix given the loss of a large food service customer last year which we have not yet lapped and the last quarter of last year’s poor potato quality both of which we have talked about before. We will get both of those issues behind us in the fiscal second quarter as we lap the customer loss and our into the new crop. We have diversified and strengthened our customer base since last year so we feel good about the sales potential and our prospects going forward. On the international front for Lamb Weston some of our customers are facing the impact of adverse food quality news in China. This will give us some short term headwinds but the long term growth potential in developing markets will continue to be robust. Importantly we completed our acquisition of a Chinese potato processor during Q1 giving us the ability to process potatoes close to our fast growing QSR customer base. Also Lamb Weston’s newly expanded board Portland, Oregon plant had a very successful startup recently and is running smoothly and this plant will help us better serve the growing demand from our global customers. Within the rest of the commercial food segment, sales and profits were in-line with a year ago. And just as a reminder, we completed the Ardent Mills transaction, so we no longer have any flour milling operations in our results for continuing operations. We will recognize our share of Ardent earnings through equity method, investment earnings. Ardent Mills is off to a very strong start, we’re excited that the startup of that operation has gone so smoothly. This deal will be accretive to comparable EPS in a few short years and clearly as a long term strategic and financial win for us. To wrap things up before I turn it over to John, Q1 was a quarter of important progress. We said fiscal ’15 would be a year of stabilization and recovery and we got off to a very good start on that in Q1. We are continuing to drive great urgency in getting more effective and efficient throughout ConAgra Foods and we’re on track for the resulting SG&A savings. This favorably impacts the performance for all of our segments. Consumer Foods is making good progress overall in the tough environment. There are many bright spots with our brands and the brands that have weighted on results are beginning to respond to our efforts to improve. Private Brands is starting to stabilize although a still good bit below our long term expected profitability and we’re operating with more confidence. We’re picking up new business, have clear line of sight to better margins and we’re moving toward our strategy vision that will capitalize on the strength of our unique portfolio. And commercial foods continues to be a very strategic and profitable scale business for us. The recent short term challenges will soon be in the past. The more diverse base of customers we have built over the last year will help us over the long run. We see fiscal ’15 as a more normal year in regard to the potato crop and the international growth prospects are real and sustainable. We’re pleased with our results for Q1 and we look forward with conviction to delivering the rest of the year. We’re also confident the work we have done will drive strong performance in fiscal ’16 and ’17 where we plan for EPS growth acceleration. John will share additional details now.

Thank you Gary. Good morning everyone. I'm going to touch on four points this morning, I will start with some comments on our fiscal first quarter performance. Next I will cover comparability matters and then on the cash flow capital on balance sheet items and finally I will provide some comments on our outlook for the balance of the fiscal year. Let’s start with our performance, overall for the fiscal first quarter the results were a bit better than our expectations and reflect progress against several key focus areas for fiscal 2015. We have reaffirmed our full year goals and continue to expect fiscal 2015 results to reflect stabilization and recovery. Before I cover some of the details I would remind everyone that with the formation of Ardent Mills early in the fiscal quarter flouring milling results prior to the formation of the JV are reflected as discontinued operations. Historical results from continuing operations reflect this change most notably within EPS and the results of the commercial food segment. We have provided revised numbers in the written Q&A document associated with this release. Also our share of earnings from our 44% interest in Ardent Mills is included in equity method investment earnings. Importantly we continue to use $2.17 of a share as are comparable 2014 earnings base. For the fiscal first quarter we reported net sales of $3.7 billion in-line with the year-ago quarter. For the quarter we reported earnings per share from continuing operations of $0.25 versus $0.30 in the year ago period. Adjusting for items impacting comparability fully diluted earnings per share were $0.39 up $0.02 over comparable year-ago amounts reflecting strong performance in our consumer food segment, increased equity method investment earnings and lower interest and corporate expenses offset by lower earnings in our commercial foods and private brand segments. Now I will share few comments on our segment performance starting with our consumer food segment where net sales were approximately $1.6 billion down about 1% from the year ago period reflecting flat volume flat price mix and some rounding. While we have more work to do to drive consistent top line growth we’re pleased with the progress we’re making and the improvement in trends. Our Consumer Food segment operating profit adjusted for items impacting comparability was $199 million or up about 19% from the year-ago period. The operating profit reflects improving volume trends and lower marking and SG&A cost. The impact from foreign exchange on net sales and operating profit for the segment this fiscal quarter was immaterial. Our consumer food supply chain cost reduction programs continue to yield good results. This quarter cost savings approximately offset inflation of about 3% which was in-line with our expectations and was driven by cost increases on certain inputs particularly proteins. On marketing, Consumer Foods advertising and promotion expense for the quarter was 72 million down 30% from the prior year quarter which included significant cost associated with several large new product launches. Our private brand segment delivered net sales for the quarter of $980 million down about 2% from the prior year quarter. The net sales decrease reflects modest volume declines a portion of which relates to the elimination of certain low margin business. Operating profit excluding items impacting comparability was approximately $48 million or down about 28% from the prior year, this decline reflects the continuing but moderating margin compression driven by the pricing consensus in the prior fiscal year. As well as temporarily higher operating cost associated with supply chain initiatives. While we still have significant margin recovery ahead of us we’re pleased with a continued progress and improved operating stability of this segment. In our commercial food segment net sales were approximately $1.1 billion or up about 2% from the prior year quarter. The net sales increase reflects about 3 points of volume improvement partially offset by about 1 point of negative price mix. The commercial food segment’s operating profit adjusted for items impacting comparability was $125 million or 9% below the year ago period. The operating profit decline reflects the impacts on gross margins from a less profitable sales mix and from the poor quality crop. As Gary noted the transition to the new crop will be completed in the second quarter. The gross margin decrease was partially offset by lower SG&A costs across the segment. Equity method investment earnings were higher this quarter reflecting approximately two months of earnings from the Ardent Mills joint venture as well as improved profits from our international potato joint venture. Moving on to corporate expenses, for the quarter corporate expenses were approximately $141 million adjusting for items impacting comparability corporate expenses were $64 million versus $66 million in the year ago quarter. And briefly on discontinued operations as I noted earlier subsequent to fiscal year the fiscal 2014 yearend we completed the formation of Ardent Mills. As part of the process we divested three of our flour mills and recognized the gain of $91 million in the fourth quarter of last year. The company also recorded a gain of $625 million in connection with the formation of Ardent Mills in the first quarter of fiscal 2015. These gains are now reflected in discontinued operations. Now I will move on to my next topic items impacting comparability. Overall we have approximately $96 million or $0.14 per diluted share of net expense in the quarter’s reported EPS related to several items. On hedging for the fiscal first quarter the net hedging loss included in corporate expense was $50 million or $0.07 per share. We recorded a loss of approximately $25 million or $0.04 per share related to extinguishment of debt. Next we recorded approximately $23 million or $0.03 per share of net expense related to integration and restructuring cost. And finally in the fiscal first quarter we recognized a net after-tax benefit related to historical legal matters of $3 million or approximately $0.01 per share. Next I will cover my third topic, cash flow, capital and balance sheet items. First we ended the quarter with $134 million of cash on-hand and $545 million in outstanding commercial paper borrowing. We continue to target operating cash flows of approximately $1.6 billion to $1.7 billion for fiscal 2015 and we expect this will provide us ample cash to achieve our fiscal 2015 debt repayment target. On working capital for fiscal 2015 we expect working capital changes to contribute modestly to operating cash flow. On capital expenditures for the quarter we had capital expenditures of $112 million versus $174 million in the prior year and for the full fiscal year we continue to expect CapEx to be approximately $600 million. Net interest expense was $84 million in the fiscal first quarter versus $96 million in the year ago quarter. Dividends for this fiscal quarter and the year-ago quarter for $105 million. On capital allocation as we have previously noted our capital allocation priority through fiscal year 2015 will be the repayment of debt. In connection with the formation of Ardent Mills in the first quarter of 2015 we received proceeds from the sales of three mills and distributions from Ardent Mills which totaled approximately $569 million or about $530 million after estimated tax liabilities. During the first quarter we completed two transactions related to our debt repayment plans. First we essentially refinanced approximately $550 million outstanding under our term loan through the issuance of two year floating rate notes and terminated the term loan. In addition we utilized proceeds from the Ardent Mills transaction to repurchase about $500 million of our outstanding long term debt across various maturities. By the end of fiscal 2015 we expect to have repay about $2 billion of debt since the Ralcorp acquisition, including $1 billion this fiscal year was about 500 million of that coming from the Ardent Mills proceeds. As we enter fiscal 2016 with a stronger balance sheet we expect to have more flexibility in our capital allocation to consider dividend increases, share repurchases and additional growth investments. We remain committed to a strong dividend and intend to maintain our current annual dividend rate at $1 per share as we delever. However during this period we expect to limit our share repurchases and this quarter we did not repurchase any shares. And while we expect limited acquisition activity in the near term as we repay debt we will continue to prudently support the right investments for our business. For instance during the fiscal first quarter consistent with our global growth strategies we acquired a potato processing facility in Shangdu, China for $93 million. This investment accelerates our strategic plans in this important market but it does not interfere with our other capital allocation goals. Now I would like to provide a brief update on our fiscal 2015 outlook. For fiscal 2015 we continue to expect diluted earnings per share adjusted for items impacting comparability to grow at a rate in the mid-single digits from our fiscal 2014 comparable base of $2.17. Our current full year guidance reflects our view of several key performance factors including the following. First, in our consumer food segment we continue to focus on stabilizing volume performance and expect a stronger year-over-year operating profit performance. In our Private Brand segment we expect volumes to improve over the course of the fiscal year and we’re very focused on margin recovery in this segment. While we’re incurring some temporarily higher operating costs related to supply chain initiatives which will benefit future years we do expect to see gradual margin improvement as we move through fiscal 2015. And overall we currently expect profits for this segment to be up modestly for the fiscal year. In our Commercial Food segment we expect good sales and profit growth led by strong performance in our Lamb Weston business driven by international growth and improved margins from a better potato crop beginning in the second quarter. We expect that our other food service and commercial businesses in this segment will post moderate profit growth in fiscal 2015. We also expect higher equity method investment earnings due to the contribution from Ardent Mills. As a remainder while we’re confident that overtime Ardent Mills will be accretive to our earnings there is about $0.08 of EPS dilution included in our fiscal 2015 outlook. Overall equity method investment earnings in total are expected to be in excess of $100 million for full fiscal year. In addition we continue to expect our supply chain productivity benefits including Ralcorp synergies, to exceed $350 million in the aggregate for all three operating segments in fiscal 2015. Further our SG&A effectiveness and efficiency initiatives will drive at least $50 million of savings for the current fiscal year. For fiscal 2015 we expect our effective tax rate to be in the range of 34% although this rate may fluctuate somewhat quarter-to-quarter. Also as a reminder the income tax expense line includes tax on a portion of our equity method investment earnings which are shown pretax. We’re off to a good start but at the same time we recognized there is a lot of the year left so we’re maintaining our current full year guidance. As we indicated in the release we expect the remainder of this year’s EPS growth to be in the back half of the fiscal year for all of the reasons you’ve heard us talk about before. As such we expect our second quarter comparable earnings per share to be in-line with the year ago amount. It was our strongest quarter last year so we have our toughest lap at that point. In summary, we are pleased with the start of the fiscal 2015 and while we have a lot more work to do we are encouraged by the progress we’re seeing against the objectives we have set forth for the year. That concludes our formal remarks. I want to thank you for your interest in ConAgra Foods. Gary and I along with Tom McGough and Paul Maass we’re happy to take your questions. I will now turn it back over to the operator to begin the Q&A portion of our session. Operator?

(Operator Instructions). And it looks like our first question will come from Andrew Lazar with Barclays Capital. Andrew Lazar - Barclays Capital: Gary on your last call I think you guys mentioned that you expected consumer volume for the year to be flat maybe just slightly down I guess for the full year and then with sequential improvement throughout the year. I'm trying to get a sense if that’s still your thinking because obviously you started out the year with flat volume there and if it is still the case is it possible we will see a step back in volume maybe over the next quarter or two just because of the way either comps flow or what you’re doing on the merchandising plan. Trying to get a sense how we should view that?

Yes Andrew, I would tell you that we feel really good about the start on consumer volume. A really intense focus on the fundamentals, we call it perfect at retail, is gaining traction and it's demonstrating it's power in Consumer Foods. So I think that the traction is real. Let me turn it to Tom for some more color.

Sure Andrew. You know what we expect is the foundational progress that we made in Q1 we should sustain throughout the year. What we will be facing going in the Q2 is we’re going to be executing pricing based on the commodity increases that we have seen in several of our businesses that will create a headwind but overall we expect the volume to be fairly flat for the year. Andrew Lazar - Barclays Capital: We have heard here and there of some let’s call it smaller frozen entree players that are really more in the health and wellness arena that are trying to be pretty aggressive about or expecting to get one or two full doors of placement in the freezer case that some retailers going forward. Obviously that would add significant pressure to the incumbent brand that are currently there and we will see how successful these companies ultimately are but I'm trying to get a sense of whether that’s something you see in your conversations with retailers or is that a risk that perhaps is something that we should worry a bit less about given what you’re doing around SKU reduction at Healthy Choice and focusing on the steamer line?

Yes Andrew, I would tell you we certainly do see some of that. There is always smaller players looking to get in and that is the case in the freezer case. But I can tell you we have got really good feedback from our customers that given our performance in frozen and what we have been doing to try and grow the business and obviously gain share that it will impact us in a very immaterial way. Our competitors will potentially feel more of that but that really shouldn’t disrupt us at all.

We will move now to Citi’s, David Driscoll. David Driscoll - Citi: Gary, can you describe the current service levels to your private label customers and kind of how things have changed over the last maybe two quarters and can you discuss related to this the process of private label contract rebidding, how long did these contracts typically go? Is it a six months? Is it a year? And just trying to get a sense for what we should expect going forward on the progression and recovery of this operation?

Yes David, I could tell you that we feel really good about the service levels in Private Brands, it's night and day difference from a year ago, Paul, maybe a little more.

Yes, especially a year ago and seasonality, the second quarter is a really important quarter and we are working through just very significant issues. Our service levels are where they need to be in the 98% range, we measure them consistently. Big focus area for us and the good news is that our sales team is on their heels reacted to a bunch of issues, we’re really managing the business the way it needs to be managed. On the color on the rebidding, I would say on Private Brands it's part of the business so it's ongoing element that we manage through. There is different things that will trigger a rebid by category, by customer, our focus is on the fundamentals, we’re building the business out the right way, developing stronger customer partnerships making a ton of progress and have confidence in how things will evolve as we go through the year. David Driscoll - Citi: A separate question, I think you guys said that the Ralcorp-ConAgra savings are now expected at 350 million. Do I remember correctly that the original forecast was 300, is this a $50 million step-up and can you give us any color as to the specific savings expected this year fiscal ‘15?

Yes David let me clarify that for you. I think the two numbers are a little mixed up there. We continue to see that the synergies from the Ralcorp deal by fiscal 2017 to be a run-rate of 300 million. The $350 million that I referred to is our total productivity for our supply chain across all of the company for fiscal 2015 and probably subsequent years also as what we talked about at CAGNY last year. So 300 million run-rate by fiscal 2017 for Ralcorp synergies, total productivity and supply chain this year of about 350 million. This year and as it relates to our Private Brands business. We’re probably looking at something in the range of a $125 million to $150 million for productivity there most -- big chunk of that is synergies.

We will take our question now from Jason English with Goldman Sachs. Jason English - Goldman Sachs: Congratulations on a sequential progress. I was hoping I could understand some of the drivers of the profit erosion in private label little bit more. When you disclose sales growth of one on 3% volume decline implicitly we’re talking about 1% price growth but you’re referencing price concession. So how do I foot those two numbers?

Yes let me start with that Jason. So, we made as we have talked a lot about, we were on our heels very reactive last year and those price concessions that we made are still with us. So those are in our base but as we move forward and we start to selectively manage our mix and we take some pricing on some of the new business that starts to eat into those price concessions and that’s why we have got that dynamic. Paul?

Yes and the other element I would mention John referenced in his remarks supply chain initiatives and the picture I will paint it's really about taking one step back to take two steps forward. We’re changing our broad [ph] distribution network to optimize how we execute there. In the short term that adds costs but in the long term it puts us in an advantage position to execute the business. We’re also consolidating production at certain plants, increases capacity utilization. Again these are expensive things to execute that hurts the profit performance in the short term but really positions us better in the longer term and that’s what we’re driving against and that’s what you see coming through. Jason English - Goldman Sachs: Do you guys have a sense of the magnitude of these incremental costs that may prove transitory that you are not excluding as onetime items?

Jason, I believe in the range of $30 million this year.

We will take our question now from Akshay Jagdale with KeyBanc Capital Markets. Akshay Jagdale - KeyBanc Capital Markets: My first question is on Consumer Foods and the advertising promotion expense. I know you had a tough lap, what's the expectation for the year? And Gary, since you've been on at ConAgra, in-charge rather, you've tried to increase advertising promotion generally over a longer term. Are you resetting that now to a much lower level? I mean what's the number for this year and what's the sustainable advertising promotion number for the Consumer Foods business? And with the lower number this year what impact might that have on sales?

You know philosophically I would say the most important thing -- two things, one last year we spent heavily on some new product introductions that didn’t live up to expectations and that out of the numbers this year so that’s a big impact. Maybe more importantly we’re working smarter and deploying our resources more judiciously and that’s really about demanding and raising the bar for our folks to say, if we are going to spend the resources we need to see the growth that comes along with it. So Tom, maybe some more details.

Sure. As Gary said, as with any investment we make we have a very sharp ROI focus on allocating those resources. Given the breadth of our portfolio, we are investing but we’re going to get the highest returns. Those include many of the businesses that Gary highlighted earlier, Marie Callender, a tomato crop [ph] platform, crop platform, Slim Jim, Reddi-wip. We will continue to invest, but we’re getting a very strong ROI. Overall our FY ’15 spending for the balance of the year will be roughly in-line with year ago levels. Akshay Jagdale - KeyBanc Capital Markets: Just on Private Brands, are you in a position now to look at this business since it's stabilized in terms of its performance, look at it longer term and give us some guidance in what a long term margin profile for this could look like? I mean your long term targets imply that we should get somewhere close to double digit segment EBIT margins on Private Brands, but is that something that's achievable?

As you know from our statements we expect modest growth this year for things to accelerate over ’16 and ’17. In terms of giving a hard number we haven't cited one, but I can tell you is reaching double digits in a reasonable amount of time of long term is not out of the question.

We will move now to Robert Moskow with Credit Suisse. Robert Moskow - Credit Suisse: A couple of questions. One is on the synergies for the Private Brands business, the 300 million. I'm sure you've addressed this before, but to what extent does that entail consolidating the Private Brands supply chain with the Consumer Foods supply chain? Have you announced those types of steps yet, if there are any at all? And the reason I ask, Gary, is that I'm sure that the Board in the future will continue to evaluate the role of Private Brands in the portfolio. And as you integrate them together, perhaps you even take the step to pull them apart at some point? And then I had a quick follow-up?

Yes let me just tell you that our objective is to really leverage the infrastructure that we have that’s what we have talked about when we made the acquisition and we still are aligned through the Board on that strategy but John?

Yes just a follow-up we have done a lot of integration I think you know this year for instance the big portion of the ramp-up in our synergies is coming from procurement and it's really leveraging the buy of really common materials across all of those businesses and then certainly from rolling out our manufacturing cost savings initiatives within the plants we really are doing a fair amount of integration of these businesses and the supply chains in particular. Other thing you think about things like distribution networks and how we move product to customer. So there is an awful lot of progress we have made there and more to come but clearly we’re looking at a total supply chain.

Rob, one other thing I would just mention as you think about it on a go forward basis, most of our competitors are pretty small in Private Brands and when you think about total delivered cost and ultimately and this is going to take a bit longer but ultimately the total delivered cost just from a logistics standpoint of being able to combine loads and deliver is certainly going to be an advantage for us. So that’s just one other example of what we have to look forward to. Robert Moskow - Credit Suisse: Okay. I get it. My follow-up was about the R&D capabilities in the private label business. Your competitor in private label talks a lot about how they use their R&D and marketing capability to come up with ways to segment the market for their private label customers. Gary, you gave a lot of good detail on private label during the quarter, but I was wondering, if you get these new business wins, are they asking you to leverage your R&D capability to come up with new product ideas or premium versions or is it just like you are bidding for business and you're displacing someone else?

I would just describe national brand emulation is a critical part. We have really strong capabilities especially of the categories that we’re in as a core competence that is required for success, effective interaction with our customers and developing the right products. So leveraging our total R&D capabilities across our company is absolutely part of our total value proposition and we believe it gives us competitive advantage and we’re leaning into it and frankly back on the comments on the supply chain, I would put supply chain in that same realm and the same outlook. It's a strong capability, we’re leveraging it to help us win over the long haul.

Yes I mean so the sweating the assets clearly important. Getting the emulation right, that’s kind of the bread and butter of the business but clearly our customers are really excited about our capabilities on the innovation side, that’s to come as we go forward, we dabbled in that in a small way thus far and have some wins there but that’s going to become a bigger piece of the business as we go forward particularly as the customers go up market.

And Jonathan Feeney with Athlos Research has our next question. Jonathan Feeney - Athlos Research: I wanted to come at the margin question on Private Brands a little bit different way. If we go back to -- I mean forget about the run-up between -- around the time of the transaction -- but we will take an average of ’08 through 2012. If you look at the legacy Ralcorp business, pre-synergy you were looking at excluding the branded side of that business, excluding the post-acquisition of theirs and anything related to that. You were talking about 10% to 12% operating margins -- segment margins and so 2% of that was corporate overhead. So level is already higher than what you are reporting and talking about and then, you take another $300 million I mean significantly, 500, 600 basis points incremental in terms of the legacy Ralcorp sales to where that is. So, I'm trying to bridge maybe where -- have competitive conditions changed that you just can't sustain those kinds of margins and so that 12%, 13% isn't attainable? How much of this is temporary dislocation related to the problems last year and how much of this is any change in the marketplace that might have happened due to higher commodity prices, more competition from brands? Just your thoughts on that, Gary? Thanks.

:

Yes and just a little color, I would start with our current margin performance is not acceptable and our focus is on improving it. A lot of effort around the top line working with customers and just basic blocking and tackling - filling distribution voids, gaining new business, getting it in market all the things that we talked about from a supply chain leveraging our R&D capabilities. So we’re making progress, there is sequential improvement, feel good about the outlook but also acknowledge that the current margin structure is not where it needs to be and the one that we haven't hit on much is pricing and we’re surgical pricing low margin SKUs that’s an element of it and that where we were a year ago we had to give a lot of pricing and that was just a situation we were in, but we’re fundamentally changing it and know we have to get a better outcome.

And we will hear a question now from Alexia Howard with Sanford C. Bernstein. Alexia Howard - Sanford C. Bernstein & Company: Can I ask about the progress that you're making on what you've termed the troubled brands before? I think a while ago, you were saying it's very hard to recruit new consumers into those brands. From your comments today, it looks as though they are still seeing negative sales growth. I'm not sure how negative that is, but it sounds as though you’re making progress. Was it as simple as just putting the little snap-top lids on the Chef Boyardee? Or is there merchandising, pricing, other marketing or innovation activity that's allowing you to see a bit of progress there? And will we see positive growth on those brands at some point soon? Thank you.

As you have highlighted we have talked a lot about these brands, we have been working to stabilize the three businesses of Chef Boyardee, Healthy Choice, and Orville Redenbacher's and it is focused on getting the fundamentals right and being perfect at retail. In Q1, we made very tangible progress in improving the trends. Specifically on Chef Boyardee it's been a combination of two factors, certainly adding our easy open lid to the product has improved our non-promoted velocities, but we have also been more effective in our in-store merchandising. On Healthy Choice, while the nutritional segment continues to be challenging we’re transforming our product line around Cafe Steamers, which is a very proprietary format for us. It's growing at strong double digit rates. This is work we’re going to continue throughout FY ’15 and then finally on Orville Redenbacher we will be fielding several initiatives in the latter part of this calendar year to get those fundamentals right and we anticipate improving trends in the second half. Microwave popcorn is a category that we believe and we’re confident we can grow and I think you can see that in our Act II performance that we’re posting very significant year-on-year increases in our consumption as we have gotten the fundamentals right on that business. So overall we expect to see continued sequential improvement from these brands as we progress through the year.

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

So thank you. This concludes our call today and just as a reminder this is being recorded and will be archived on the web as detailed in our news release and as always we’re available for discussions. Thank you very much for your interest in ConAgra Foods.

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