8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

September 22, 2009
Date of report (Date of earliest event reported)

ConAgra Foods, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-7275	47-0248710
(Commission File Number)	(IRS Employer Identification No.)
One ConAgra Drive
Omaha, NE	68102
(Address of Principal Executive Offices)	(Zip Code)

(402) 240-4000
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

          On September 22, 2009, ConAgra Foods, Inc. issued a press release and posted a question and answer document on its website containing information on the first quarter fiscal 2010 financial results. The press release and Q&A are furnished with this Form 8-K as exhibits 99.1 and 99.2, respectively.

          The release includes the non-GAAP financial measures of adjusted operating profit for the Consumer Foods segment, adjusted unallocated corporate expense and adjusted earnings per share from continuing operations. Management considers GAAP financial measures as well as such non-GAAP financial information in its evaluation of the Company’s financial statements and believes these non-GAAP measures provide useful supplemental information to assess our operating performance. These measures are reconciled in the release to the measures as reported in accordance with GAAP, and should be viewed in addition to, and not in lieu of, our diluted earnings per share and operating performance measures as calculated in accordance with GAAP.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1	Press Release issued September 22, 2009
Exhibit 99.2	Questions and Answers

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONAGRA FOODS, INC.
Date: September 22, 2009	By:	/s/ Colleen Batcheler
		Name:	Colleen Batcheler
		Title:	Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit 99.1	Press release issued September 22, 2009
Exhibit 99.2	Questions and Answers

EX-99.1

Exhibit 99.1

News Release               

For more information, contact:
Teresa Paulsen          MEDIA
Vice President, Corporate Communication
ConAgra Foods, Inc.
tel: 402-240-5210

Chris Klinefelter          ANALYSTS
Vice President, Investor Relations
ConAgra Foods, Inc.
tel: 402-240-4154

www.conagrafoods.com

FOR IMMEDIATE RELEASE          

CONAGRA FOODS REPORTS STRONG FIRST-QUARTER EPS FROM
CONTINUING OPERATIONS & SIGNIFICANT GROWTH IN CONSUMER
FOODS’ PROFITABILITY; INCREASES FISCAL 2010 EPS GUIDANCE

First Quarter Highlights:

• Diluted EPS from continuing operations of $0.37 as reported and $0.38 excluding items impacting comparability; EPS up 61% as reported and up 41% on a comparable basis.

• Consumer Foods’ operating profits increased 34% as reported and 43% on a comparable basis.

• Commercial Foods’ operating profits increased 5%.

• Guidance raised — fiscal 2010 diluted EPS from continuing operations, excluding items impacting comparability, expected to approach $1.70.

OMAHA, Neb., Sept. 22, 2009 — ConAgra Foods, Inc., (NYSE: CAG) one of North America’s leading packaged food companies, today reported results for the fiscal 2010 first quarter ended Aug. 30, 2009. Diluted EPS from continuing operations was $0.37, including $0.01 per diluted share of net expense from items impacting comparability. Excluding those items, diluted EPS from continuing operations was $0.38. For the same period a year ago, diluted EPS from continuing operations of $0.23 included net $0.04 of expense from items impacting comparability. Items impacting comparability in the current year and prior year are summarized toward the end of this release.

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Gary Rodkin, ConAgra Foods’ chief executive officer, commented, “We are off to a strong start in fiscal 2010. The Consumer Foods segment posted significantly improved operating profits, along with good sales trends across the consumer branded portfolio, and we expect the balance of the year to show strong profits for this segment due to manageable inflation, good cost savings, sales growth, and favorable mix. Our Commercial Foods segment is poised for a solid profit performance in line with our expectations, and we are confident we will deliver our raised EPS guidance for this fiscal year.”

Minor Segment Change: During the quarter, the company transferred the Alexia frozen operations from the Consumer Foods segment to the Commercial Foods segment, resulting in slightly changed historical amounts for segment sales and profits. The Q&A document related to this release gives the current presentation of historical segment amounts, reflecting this change.

Consumer Foods Segment (63% of first-quarter sales)
Branded and non-branded food sold in retail and foodservice channels.

The Consumer Foods segment posted sales of $1,860 million and operating profit of $250 million for the quarter. Sales increased 1% as reported, which includes an approximate 2% negative impact from lower sales of Slim Jim products resulting from the June 9, 2009, Garner, North Carolina, plant accident. Additionally, as part of ongoing initiatives, the company intentionally eliminated a number of low-margin SKUs and scaled back on some low-margin customer channels and geographic markets, which negatively impacted sales by approximately 1%, but which improved profit margins. Unfavorable foreign exchange rates negatively impacted sales growth by approximately 1%.

Unit volumes declined 1% as reported, which includes an approximate 2% negative impact from lower sales of Slim Jim products. Additionally, the company’s SKU rationalization actions and customer and market changes referenced above negatively impacted unit volumes by approximately 1%.

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v	Big brands that posted strong sales growth and market share gains included Healthy Choice, Hunt’s, Marie Callender’s, Orville Redenbacher’s, and Snack Pack. The company continues to benefit from innovation introduced in the second half of fiscal 2009 as well as stronger and more effective marketing.
v	More brand details can be found in the Q&A document accompanying this release.

Operating profit of $250 million was 34% ahead of last year’s $186 million, as reported. Excluding $11 million of net benefit in the year-ago period from items impacting comparability, operating profit of $250 million in the current quarter was 43% above the comparable year-ago amount of $175 million. Despite lower profitability from the Slim Jim business, the segment posted year-over-year profit improvement due to strong cost savings, improved mix and pricing, as well as more manageable input cost inflation. The company notes that significantly higher commodity costs in the year-ago period created a favorable profit comparison in the current quarter. Advertising and promotion expense increased slightly versus the year-ago period.

Note: Slim Jim production volume and service levels are in the process of being restored following the Garner, North Carolina, accident. Aside from unusual costs and insurance reimbursement related to such, which are discussed in the section on Major Items Impacting First-quarter Fiscal 2010 EPS Comparability toward the end of this document, the company estimates that Consumer Foods profitability was negatively impacted by approximately $10 million due to lower Slim Jim volumes. A substantial portion of this amount, as well as any additional foregone operating profit in the remaining quarters this fiscal year, is expected to be reimbursed to the company later in the fiscal year as part of its business interruption insurance coverage. The company will comment on the timing of the expected reimbursement when details are finalized, and will consider such payments to be part of ongoing operating profitability for the segment.

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Commercial Foods Segment (37% of first-quarter sales)
Specialty potato, dehydrated vegetable, seasonings, blends, flavors, and milled grain products
sold to foodservice and commercial channels worldwide.

Sales for the Commercial Foods segment were $1,101 million, 9% below last year’s $1,207 million; more than $100 million of the sales decline was the result of lower flour prices resulting from lower underlying wheat costs. Segment operating profit was $141 million, 5% above last year’s $134 million. While the difficult restaurant environment negatively impacted volumes for Lamb Weston specialty potato products, those operations posted a slight improvement in sales and profits due to the impact of an acquisition, improved mix, pricing necessitated by higher input costs, and operating efficiencies. Flour milling profitability increased, reflecting modest profits in the year-ago period and thus a favorable comparison; the current-quarter profit improvement also reflects milling efficiencies and favorable market conditions. Profits for the seasonings, blends, flavorings, and dehydrated products operations were below year-ago amounts which included a $5 million gain from a sale of property. The company expects full-year fiscal 2010 operating profit for this segment to be in line with that of fiscal 2009.

Hedging Activities — This language primarily relates to operations other than the company’s milling operations.

The company recorded $8 million of net hedging loss as unallocated Corporate expense in the current quarter, and $33 million of net hedging loss as unallocated Corporate expense in the year-ago period. The company identifies both of these amounts as items impacting comparability. Those amounts are reclassified from unallocated Corporate expense to the operating segments when the underlying commodity being hedged is expensed in segment cost of goods sold.

Other Items

• Corporate expense was $101 million for the quarter and $97 million in the year-ago period. Current quarter amounts include $8 million due to hedge losses, and prior-year amounts include $33 million of hedge losses. Excluding these amounts, Corporate expense was $93 million for the quarter and $64 million in the year-ago period; the increase was due largely to higher incentive compensation costs.

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• Equity method investment earnings were $9 million for the first quarter, up from $1 million in the year-ago period, reflecting better results for specialty potato joint ventures.

• Net interest expense was $42 million in the current quarter compared with $50 million in the year-ago period; interest income from the notes receivable held in connection with the divestiture of the Trading & Merchandising operations benefited the current quarter and a portion of the year-ago period.

• The effective tax rate for continuing operations for the quarter was 35%. Going forward, the company expects an effective tax rate of approximately 35% for continuing operations, excluding items impacting comparability.

Capital Items

• Dividends for the quarter totaled $85 million versus $92 million last year, reflecting fewer shares outstanding.

• For the quarter, capital expenditures from continuing operations for property, plant, and equipment were $119 million, compared with $106 million in the year-ago period. Depreciation and amortization expense from continuing operations was approximately $82 million for the quarter; this compares with a total of $76 million in the year-ago period.

• During the quarter, the company announced plans to build a state-of-the art sweet potato processing plant in Delhi, Louisiana; the plant is expected to be fully operational by the end of calendar 2010. This plant will significantly expand the company’s presence in the sweet potato fries market and is expected to enable additional significant sales and profit growth opportunities for the Lamb Weston specialty potato operations over time.

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Discontinued Operations

Year-ago amounts included $0.71 of diluted EPS from discontinued operations, reflecting the gain from the June 2008 divestiture of the Trading & Merchandising operations. There was no diluted EPS contribution from discontinued operations in the current quarter.

Outlook

The company expects fiscal 2010 full-year diluted EPS from continuing operations, excluding items impacting comparability, to approach $1.70, reflecting the strong performance of the Consumer Foods segment in the first quarter and expectations for continued progress for this segment throughout the balance of the fiscal year.

Major Items Impacting First-quarter Fiscal 2010 EPS Comparability

Included in the $0.37 diluted EPS from continuing operations for the first quarter of fiscal 2010 (EPS amounts rounded and after tax):

• Approximately $0.01 per diluted share of net expense related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This expense will later be reclassified to the operating segments when underlying commodities are expensed in segment cost of goods sold.

• Although the net impact of the following items was immaterial to Consumer Foods’ operating profit for the quarter, Consumer Foods’ results in the first quarter of fiscal 2010 include approximately $37 million of expense ($6 million in cost of goods sold, $31 million in SG&A expense) and approximately that same amount of insurance reimbursement (all of which is classified as a reduction of Consumer Foods SG&A expense) related to the Garner, North Carolina, accident. These items are separate from any foregone operating profit due to lower Slim Jim product volumes, and related reimbursement from business interruption insurance, which is expected to be received later in the fiscal year.

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Included in the $0.23 diluted EPS from continuing operations for the first quarter of fiscal 2009 (EPS amounts rounded and after tax):

• Approximately $0.04 per diluted share of net expense related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This expense is reclassified to the operating segments as the underlying commodities are expensed in segment cost of goods sold.

• Gain of $0.02 per diluted share, or $19.4 million pretax ($10.6 million after tax), resulting from the sale of the Pemmican brand, classified as a reduction in SG&A expense within the results of the Consumer Foods segment.

• Approximately $0.02 per diluted share of net expense related to restructuring efforts to improve operating efficiencies in continuing operations; this $8.6 million of pretax expense ($7.7 million after tax) is largely reflected in the Consumer Foods segment ($7.8 million of SG&A).

Discussion of Results

ConAgra Foods will host a conference call at 9:30 a.m. EDT today to discuss the results. Following the company’s remarks, the call will include a question-and-answer session with the investment community. Domestic and international participants may access the conference call toll-free by dialing 1-888-791-4326 and 1-913-905-3164, respectively. No confirmation or pass code is needed. This conference call also can be accessed live on the Internet at http://investor.conagrafoods.com.

A rebroadcast of the conference call will be available after 1 p.m. EDT today. To access the digital replay, a pass code number will be required. Domestic participants should dial 1-888-203-1112, and international participants should dial 1-719-457-0820 and enter pass code 2506640. A rebroadcast also will be available on the company’s Web site.

In addition, the company has posted a question-and-answer supplement relating to this release at http://investor.conagrafoods.com. To view recent company news, please visit http://media.conagrafoods.com.

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Annual Stockholders’ Meeting Webcast

The company will webcast its 2009 Annual Stockholders’ Meeting on Friday, Sept. 25, 2009. This event will be webcast live beginning at 2:30 p.m. EDT. The webcast will be archived starting at 4:30 p.m. EDT on Friday, Sept. 25, and can be accessed at http://investor.conagrafoods.com.

ConAgra Foods, Inc., (NYSE: CAG) is one of North America’s leading food companies, with brands in 97 percent of America’s households. Consumers find Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt’s, Marie Callender’s, Orville Redenbacher’s, PAM, Peter Pan, Reddi-wip and many other ConAgra Foods brands in grocery, convenience, mass merchandise, and club stores. ConAgra Foods also has a strong business-to-business presence, supplying potato, other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers. For more information, please visit us at www.conagrafoods.com.

Note on Forward-looking Statements

This release contains forward-looking statements. These statements are based on management’s current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. The company undertakes no responsibility for updating these statements. Readers of this release should understand that these statements are not guarantees of performance or results. Many factors could affect the company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements. These factors include, among other things: availability and prices of raw materials; the impact of the accident at the Garner manufacturing facility, including the ultimate costs incurred and the amounts received under insurance policies; product pricing; future economic circumstances; industry conditions; the company’s ability to execute its operating plans; the success of the company’s innovation, marketing, and cost-savings initiatives; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of the company’s recalls; access to capital; actions of governments and regulatory factors affecting the company’s businesses and other risks described in the company’s reports filed with the Securities and Exchange Commission. The

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company cautions readers not to place undue reliance on any forward-looking statements included in this release, which speak only as of the date made.

Regulation G Disclosure

Continuing Operations

Below is a reconciliation of diluted earnings per share exclusive of items impacting comparability.

Q1 FY10 EPS from Continuing Operations
Reconciliation for Regulation G Purposes

						Year-over-year
	Q1 FY10		Q1 FY09			% change
Diluted EPS	$	0.37	$	0.23			61	%
Items impacting comparability:
Restructuring charges		—		0.02	*
Expense related to mark-to-market impact of derivatives		0.01		0.04	*
Gain on Sale of Pemmican		—		(0.02	)*
Diluted EPS excluding items impacting comparability	$	0.38	$	0.27			41	%

* Items impacting comparability are each rounded to the nearest penny

Consumer Foods Segment

Below is a reconciliation of segment operating profit exclusive of items impacting comparability.

Consumer Foods Segment Reconciliation
(impacted by rounding)

						Year-over-year
(Dollars in millions)	Q1 FY10		Q1 FY09			% change
Consumer Foods Segment Operating Profit	$	250	$	186			34	%
Restructuring charges		—		8
Gain on Sale of Pemmican		—		(19	)
Consumer Foods Segment Adjusted Operating Profit	$	250	$	175			43	%

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ConAgra Foods, Inc.

Segment Operating Results
(in millions)

	FIRST QUARTER
	13 Weeks Ended			13 Weeks Ended
	August 30, 2009			August 24, 2008			Percent Change
SALES
Consumer Foods	$	1,860.1		$	1,849.3			0.6	%
Commercial Foods		1,101.3			1,207.2			(8.8	)%
Total		2,961.4			3,056.5			(3.1	)%
OPERATING PROFIT
Consumer Foods	$	249.9		$	186.3			34.1	%
Commercial Foods		140.8			133.9			5.2	%
Total operating profit for segments		390.7			320.2			22.0	%
Reconciliation of total operating profit for segments to income from continuing operations before income taxes and equity method investment earnings
Items excluded from segment operating profit:
General corporate expense		(100.6	)		(97.4	)		3.3	%
Interest expense, net		(41.5	)		(50.1	)		(17.2	)%
Income from continuing operations before income taxes and equity method investment earnings	$	248.6		$	172.7			43.9	%

Segment operating profit excludes general corporate expense and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

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ConAgra Foods, Inc.
Consolidated Statements of Earnings
(in millions, except per share amounts)

	FIRST QUARTER
	13 Weeks Ended			13 Weeks Ended		Percent
	August 30, 2009			August 24, 2008		Change
Net sales	$	2,961.4		$	3,056.5		(3.1	)%
Costs and expenses:
Cost of goods sold		2,244.9			2,465.0		(8.9	)%
Selling, general and administrative expenses		426.4			368.7		15.6	%
Interest expense, net		41.5			50.1		(17.2	)%
Income from continuing operations before income taxes and equity method investment earnings		248.6			172.7		43.9	%
Income tax expense		91.0			66.0		37.9	%
Equity method investment earnings		8.9			0.9		888.9	%
Income from continuing operations		166.5			107.6		54.7	%
Income (loss) from discontinued operations, net of tax		(1.3	)		334.8		N/A
Net income	$	165.2		$	442.4		(62.7	)%
Less: Net income (loss) attributable to noncontrolling interests		(0.7	)		—		N/A
Net income attributable to ConAgra Foods, Inc.	$	165.9		$	442.4		(62.5	)%
Earnings per share — basic
Income from continuing operations	$	0.38		$	0.23		65.2	%
Income (loss) from discontinued operations		(0.01	)		0.72		N/A
Net income	$	0.37		$	0.95		(61.1	)%
Weighted average shares outstanding		443.2			467.1		(5.1	)%
Earnings per share — diluted
Income from continuing operations	$	0.37		$	0.23		60.9	%
Income (loss) from discontinued operations		—			0.71		(100.0	)%
Net income	$	0.37		$	0.94		(60.6	)%
Weighted average share and share equivalents outstanding		445.6			469.6		(5.1	)%

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ConAgra Foods, Inc.

Consolidated Balance Sheets
(in millions)

	August 30, 2009		August 24, 2008
ASSETS
Current assets
Cash and cash equivalents	$	289.7	$	296.4
Receivables, less allowance for doubtful accounts of $11.5 and $14.4		886.1		961.3
Inventories		2,013.3		2,040.1
Prepaid expenses and other current assets		373.6		353.9
Current assets held for sale		—		6.0
Total current assets		3,562.7		3,657.7
Property, plant and equipment, net		2,663.2		2,485.3
Goodwill		3,491.3		3,477.3
Brands, trademarks and other intangibles, net		836.5		820.6
Other assets		676.7		1,074.8
Noncurrent assets held for sale		—		10.6
	$	11,230.4	$	11,526.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable	$	2.7	$	25.2
Current installments of long-term debt		15.8		314.8
Accounts payable		875.0		942.2
Accrued payroll		148.7		147.8
Other accrued liabilities		608.8		1,023.3
Total current liabilities		1,651.0		2,453.3
Senior long-term debt, excluding current installments		3,274.7		2,848.7
Subordinated debt		195.9		200.0
Other noncurrent liabilities		1,309.0		1,250.4
Common stockholders’ equity		4,799.8		4,773.9
	$	11,230.4	$	11,526.3

# # #

EX-99.2

Exhibit 99.2

Q1 FY10 Question & Answer
September 22, 2009

1. What were some examples of brands in the Consumer Foods segment posting sales growth for the quarter?

- Crunch ‘n Munch	- Reddi-wip
- Healthy Choice	- Ro*Tel
- Hebrew National	- Rosarita
- Hunt’s	- Snack Pack
- Manwich	- Swiss Miss
- Marie Callender’s	- Wesson
- Orville Redenbacher’s	- Wolf

     Sales for DAVID were in line with last year’s sales for the quarter.

2. What were some examples of brands in the Consumer Foods segment posting sales declines for the quarter?

- ACT II	- Kid Cuisine
- Andy Capp’s	- Libby’s
- Banquet	- PAM
- Blue Bonnet	- Parkay
- Chef Boyardee	- Peter Pan
- Egg Beaters	- Slim Jim

3.	What were unit volume changes for the quarter in the Consumer Foods and Commercial Foods Segments?
	Consumer Foods unit volumes declined 1%, as reported, which includes an approximate 2% negative impact from lower Slim Jim shipments resulting from the June 9, 2009, Garner, North Carolina, accident. Additionally, as part of ongoing initiatives, the company intentionally eliminated a number of low-margin SKUs and scaled back on some low-margin customer channels and geographic markets, which negatively impacted unit volumes by approximately 1%.
	Commercial Foods volume was up 1%.
4.	How much was total depreciation and amortization from continuing operations for the quarter?
	Approximately $82 million (versus approximately $76 million in Q1 FY09)

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5.	How much were capital expenditures from continuing operations for the quarter?
	Approximately $119 million (versus approximately $106 million in Q1 FY09)
6.	What was the net interest expense for the quarter?
	Approximately $42 million (versus approximately $50 million in Q1 FY09)
7.	What was corporate expense for the quarter?
	Approximately $101 million for the quarter (versus approximately $97 million in Q1 FY09). The current quarter includes $8 million of losses related to mark-to-market adjustments. Prior-year amounts include $33 million of hedge losses.
8.	What were dividends for the quarter?
	Approximately $85 million (versus approximately $92 million in Q1 FY09)
9.	What was the weighted average number of diluted shares outstanding for the quarter (rounded)?
	Approximately 446 million shares for the quarter
10.	What were the gross margins and operating margins for the quarter ($ amounts in millions, rounded)?
	Gross margin = segment gross profit* divided by net sales Gross margin = $724/$2,961 = 24%
	Operating margin = segment operating profit** divided by net sales Operating margin = $391/$2,961 = 13%
*	Gross profit = net sales – costs of goods sold ($2,961 – $2,237 = $724)
**	See first-quarter segment operating results for a reconciliation of operating profit to income from continuing operations before income taxes and equity method investment earnings (loss). Income from continuing operations before income taxes and equity method investment earnings (loss), divided by net sales = $249/$2,961 = 8%.
11.	What is included in the company’s net debt at the end of the quarter (rounded, in millions)?

	Q1 FY10		Q1 FY09
Total debt*	$	3,489	$	3,389
Less: Cash on hand	$	290	$	296
Net debt total	$	3,199	$	3,093

* Total debt = notes payable, short-term debt, long-term debt, and subordinated debt.

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12.	What is the net debt to total capital ratio at quarter end?
	40% currently and 39% a year ago
	This ratio is defined as net debt divided by the sum of net debt plus shareholder equity. See question #11 for the components of net debt.
13.	What was the effective tax rate for the quarter?
	The effective tax rate for continuing operations for the quarter was 35%.
14.	What is the projected tax rate for fiscal year 2010?
	The company plans for a tax rate of 35%, excluding items impacting comparability.
15.	What are the projected capital expenditures for fiscal year 2010?

• Approximately $475 million will be invested in the needs and opportunities identified as of the end of fiscal year 2009.

• The company plans to invest an additional $90 million in fiscal year 2010 as part of the construction of the Delhi, Louisiana, sweet potato processing plant.

• Related to the recovery of the Slim Jim manufacturing operations, the company will invest an additional $35 million. The company will provide revised estimates for these amounts as more details are known. The company expects to be reimbursed for most of these amounts by insurance proceeds.

16.	What is the expected net interest expense for fiscal year 2010?
	Net interest expense is expected to be approximately $180 million, including interest income from notes payable to ConAgra Foods resulting from the Trading & Merchandising divestiture.

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17. What is the current presentation of fiscal year 2009 quarterly segment sales and operating profit highlights given the reclassification of the Alexia frozen operations from the Consumer Foods segment to the Commercial Foods segment?

ConAgra Foods, Inc.
Segment Operating Results
(In millions)

	Fiscal 2009
	Q1			Q2			Q3			Q4			Total
SALES
Consumer Foods	$	1,849.3		$	2,017.0		$	1,990.8		$	2,121.5		$	7,978.6
Commercial Foods		1,207.2			1,234.7			1,134.2			1,176.5			4,752.6
Total		3,056.5			3,251.7			3,125.0			3,298.0			12,731.2
OPERATING PROFIT
Consumer Foods		186.3			251.3			244.6			267.3			949.5
Commercial Foods		133.9			157.2			141.1			158.4			590.6
Total operating profit for segments		320.2			408.5			385.7			425.7			1,540.1
Reconciliation of total operating profit for segments to income from continuing operations before income taxes and equity method investment earnings
Items excluded from segment operating profit:
General corporate expense		(97.4	)		(111.4	)		(71.0	)		(114.5	)		(394.3	)
Interest expense, net		(50.1	)		(42.7	)		(42.0	)		(51.4	)		(186.2	)
Income from continuing operations before income taxes and equity method investment earnings	$	172.7		$	254.4		$	272.7		$	259.8		$	959.6

Segment operating profit excludes general corporate expense and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

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Note on Forward-looking Statements:

This release contains forward-looking statements. These statements are based on management’s current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. The company undertakes no responsibility for updating these statements. Readers of this release should understand that these statements are not guarantees of performance or results. Many factors could affect the company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements. These factors include, among other things: availability and prices of raw materials; the impact of the accident at the Garner manufacturing facility, including the ultimate costs incurred and the amounts received under insurance policies; product pricing; future economic circumstances; industry conditions; the company’s ability to execute its operating plans; the success of the company’s innovation, marketing, and cost-savings initiatives; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of the company’s recalls; access to capital; actions of governments and regulatory factors affecting the company’s businesses and other risks described in the company’s reports filed with the Securities and Exchange Commission. The company cautions readers not to place undue reliance on any forward-looking statements included in this release, which speak only as of the date made.

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