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

December 17, 2008

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) 595-4000

(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):

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

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

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

¨ 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 December 17, 2008, ConAgra Foods, Inc. issued a press release and posted a question and answer document on its website containing information on second quarter fiscal 2009 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 and earnings per share from continuing operations. Management considers GAAP financial measures as well as such supplemental financial information exclusive of items impacting comparability in its evaluation of the Company’s financial statements. Management believes the presentation of supplemental financial information exclusive of items impacting comparability is relevant to an investor and facilitates investor understanding of continuing operations and segment performance and trends.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1	Press Release issued December 17, 2008
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: December 17, 2008	By:	/s/ Colleen Batcheler
	Name:	Colleen Batcheler
	Title:	Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit 99.1	Press release issued December 17, 2008
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: 402-595-5210
		Chris Klinefelter          ANALYSTS
		Vice President, Investor Relations
		ConAgra Foods, Inc.
		tel: 402-595-4154
		www.conagrafoods.com

FOR IMMEDIATE RELEASE

CONAGRA FOODS REPORTS SOLID SALES PERFORMANCE AND DOUBLE-

DIGIT EPS GROWTH; REAFFIRMS GUIDANCE FOR FISCAL YEAR 2009 EPS

AND IMPROVED OUTLOOK FOR CONSUMER FOODS PROFITS

Second Quarter Highlights:

• Strong EPS growth from continuing operations, as reported and on a comparable basis

• Commercial Foods sales and profit performance very strong

• Consumer Foods positioned for improved back half

• Supply chain savings ahead of plan, successful SG&A focus

• On track for EPS from continuing operations of slightly above $1.50, excluding items impacting comparability

OMAHA, Neb., Dec. 17, 2008 — ConAgra Foods, Inc., (NYSE: CAG) one of North America’s leading food companies, today reported results for the fiscal 2009 second quarter ended Nov. 23, 2008 and confirmed that it expected total year diluted EPS from continuing operations to be slightly above $1.50, excluding items that impact comparability. Diluted EPS from continuing operations was $0.38 for the quarter, an increase of 41% from prior-year levels of $0.27. Overall sales grew 11%, reflecting the company’s pricing actions across all segments over the last few quarters. Excluding $0.05 per diluted share of net expense in the current quarter and $0.03 of expense in the prior-year quarter from items that impact comparability, diluted EPS from continuing operations in the

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current quarter was $0.43, an increase of 43% from $0.30 in the year ago period. Items impacting comparability in the current year and prior year are summarized toward the end of this release.

Gary Rodkin, ConAgra Foods’ chief executive officer, commented, “I am pleased to reconfirm our earnings outlook for fiscal 2009 given the dynamics of the current marketplace. Commercial Foods continued its outstanding top and bottom-line performance by managing volatile input costs through nimble pricing actions and operating excellence. We also substantially reduced operating costs through an over-delivery against cost savings targets in the Consumer Foods supply chain and successfully focused on SG&A expenses. While comparable Consumer Foods profits were down, we are confident that changes in our merchandising, slowing inflation, and other planned operating changes will reverse this trend in the back half of the year. Recent trends support our confidence for balance-of-year results.”

Consumer Foods Segment (62% of Year-to-date sales)

Branded consumer products sold in retail and foodservice channels.

The Consumer Foods segment posted sales of $2,043 million and operating profit of $253 million in the current quarter, and $1,956 million of sales and $247 million of operating profit in the year-ago period. The following segment commentary relates to comparable performance unless otherwise indicated (see page 8 for Regulation G reconciliation):

Consumer Foods’ comparable sales growth was 4%, reflecting price increases necessitated by higher input costs as well as a 4% decline in unit volume. Brand details and subsegment performance can be found in the financial information and Q&A document accompanying this release.

Consumer Foods’ comparable operating profit declined 8% to $253 million. Input cost inflation was approximately $170 million, significantly more than year-ago amounts. As expected, overall volume declines as well as previously discussed profit challenges for the Banquet® and Wesson® brands adversely impacted profits. Positive benefits occurred from strong sales performance in mass and club channels, lower SG&A expenses, and higher-than-planned cost savings.

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The company expects comparable year-over-year profit growth for this segment in the back half of the fiscal year due to benefits from adjustments to merchandising programs, favorable cost savings trends and an expected moderation of input cost increases.

Commercial Foods Segment (38% of Year-to-date sales)

Specialty potato, dehydrated vegetable, seasonings, blends, flavors, and milled grain products

sold to foodservice, retail and commercial channels worldwide.

During the quarter, sales for the Commercial Foods segment were $1,222 million, 23% ahead of last year, primarily reflecting increased prices driven by input cost increases for flour milling and, to a lesser extent, the Lamb Weston specialty potato operations. Segment operating profit was $156 million for the quarter, 18% ahead of the year-ago amounts; the profit increase reflects the overall sales growth along with operating efficiencies in the flour milling operations, including the favorable impact of a very high-quality wheat crop. Acquisitions at Lamb Weston contributed to profit growth, as did more efficient operations and improved performance from Gilroy dehydrated products and specialty spices. As the company has previously stated, given the unusually strong profits for this segment in the third quarter of fiscal 2008 due to market opportunities in the flour milling operations, the company has not planned for Commercial Foods profits in the third quarter of fiscal 2009 to be above year-ago amounts.

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

The company uses hedging activities to manage the risk in its plans for the cost of various commodity inputs and, to a lesser extent, foreign exchange. To improve the transparency of segment operating results, the company began utilizing a new methodology for presenting derivative gains and losses in the first quarter of fiscal 2009. This methodology temporarily classifies mark-to-market gains and losses as unallocated Corporate expense. The company later transfers the gains or losses to segment operating profit when the underlying item being hedged is expensed in cost of goods sold for the applicable operating segment. Prior-year amounts utilized a different methodology, which classified the hedge gain or loss in the segment operating results regardless of when the underlying item was expensed. Prior year second-quarter results include $25 million of net derivative gains ($24 million for Consumer Foods, and $1 million for Commercial Foods other than the milling operations). This change in methodology was discussed in detail in the company’s first-quarter fiscal 2009 earnings release dated Sept. 18, 2008. An example of the new methodology is presented in the written Q&A document accompanying that release.

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For the quarter, the company experienced a net increase of $48 million, or $0.06 per diluted share, in unallocated Corporate expense from net derivative losses (reflecting the net of gains, losses and reclassifications to operating segment results); this net amount is listed as an item impacting comparability in the applicable summary. Prior year net gains are not listed as an item impacting comparability.

Other Items

• Corporate expense was $111 million for the quarter and $126 million in the year-ago period. Current year amounts include $48 million related to net derivative losses; excluding this amount, unallocated Corporate expense was $64 million in the quarter vs. $126 million last year.

• Equity method investments generated a $2 million profit for the second quarter, down from $13 million in the year-ago period; the decline primarily reflects higher short-term potato costs for an international potato joint venture.

• Net interest expense was $43 million in the current quarter and $62 million in the year-ago period. Current-quarter amounts include income on the note receivable held in connection with the recent divestiture of the company’s Trading & Merchandising operations.

• The effective tax rate for continuing operations for the quarter was 33%, slightly lower than planned. The EPS impact of the lower-than-planned tax rate is listed among the items impacting comparability. Going forward, the company expects an effective tax rate of approximately 34%-35% for continuing operations, excluding items impacting comparability.

Capital Items

• Dividends paid during the quarter totaled $86 million versus $88 million last year, reflecting fewer shares outstanding.

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• For the quarter, capital expenditures from continuing operations for property, plant, and equipment were $115 million, compared with $104 million in the year-ago period. Depreciation and amortization expense from continuing operations was approximately $79 million for the quarter; this compares with a total of $74 million in the year-ago period. The company continues to expect capital expenditures for the fiscal year in the range of $475 million.

Outlook

The company expects improved Consumer Foods operating profit in the second half of fiscal 2009, particularly in the fiscal fourth quarter. Reflecting recent trends and the expected Consumer Foods operating profit improvement, the company reaffirms its expectations for fiscal 2009 diluted EPS from continuing operations of slightly above $1.50, excluding items impacting comparability.

Major Items Affecting Second-quarter Fiscal 2009 EPS Comparability

Included in the $0.38 diluted EPS from continuing operations for the second quarter of fiscal 2009:

• Approximately $0.06 per diluted share of net expense related to the net losses on derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This expense will later be reclassified to the operating segments when underlying items are expensed in segment results. This methodology was implemented in the first quarter of fiscal 2009; prior-year amounts used a different methodology that expensed such costs in segment results regardless of when the related item was utilized or the related derivative liquidated.

• Approximately $0.01 per diluted share of net benefit from a lower-than-planned effective income tax rate.

Included in the $0.27 diluted EPS from continuing operations for the second quarter of fiscal 2008 (EPS amounts rounded and after tax):

• Expense of approximately $0.03 per diluted share, or $27 million pretax, for costs related to the pot pie recall. Approximately $19 million impacted gross profit for the Consumer Foods segment, and approximately $8 million is reflected within SG&A expense for the Consumer Foods segment. The tax rate associated with this expense is approximately 38%.

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Discussion of Results

ConAgra Foods will host a conference call at 9:30 a.m. EST 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 1-800-260-6066 and 1-913-312-0654, 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. EST. 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 7570064. 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.

ConAgra Foods, Inc., (NYSE: CAG) is one of North America’s leading food companies, serving grocery retailers, as well as restaurants and other foodservice establishments. Popular ConAgra Foods consumer brands include: Banquet®, Chef Boyardee®, Egg Beaters®, Healthy Choice®, Hebrew National®, Hunt’s®, Marie Callender’s®, Orville Redenbacher’s®, PAM®, Peter Pan®, Reddi-wip® and many others. For more information, please visit us at www.conagrafoods.com.

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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, product pricing, future economic circumstances, industry conditions, the company’s ability to execute its operating and restructuring plans, 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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Regulation G Disclosure

Consumer Foods Segment

Below is a reconciliation of segment operating profit exclusive of the pot pie recall costs.

	Consumer Foods Segment Reconciliation
	(impacted by rounding)
(Dollars in millions)	Q2 FY09		Q2 FY08		% Change
Consumer Foods Segment Operating Profit	$	253	$	247	2	%
Banquet Pot Pie Recall Costs		—		27	NA
Consumer Foods Segment Adjusted Operating Profit	$	253	$	274	(8	)%

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ConAgra Foods, Inc.

Segment Operating Results

(in millions)

	SECOND QUARTER
	13 Weeks Ended			13 Weeks Ended			Percent Change
	November 23, 2008			November 25, 2007
SALES
Consumer Foods	$	2,042.8		$	1,956.2		4.4	%
Commercial Foods		1,221.5			995.0		22.8	%
Total		3,264.3			2,951.2		10.6	%
OPERATING PROFIT
Consumer Foods	$	252.5		$	247.1		2.2	%
Commercial Foods		155.5			131.8		18.0	%
Total operating profit for segments		408.0			378.9		7.7	%
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings
Items excluded from segment operating profit:
General corporate expense		(111.4	)		(126.0	)	(11.6	)%
Interest expense, net		(42.7	)		(62.2	)	(31.4	)%
Income from continuing operations before income taxes and equity method investment earnings	$	253.9		$	190.7		33.1	%

Segment operating profit excludes general corporate expense, equity method investment earnings, 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.

Segment Operating Results

(in millions)

	SECOND QUARTER
	26 Weeks Ended			26 Weeks Ended			Percent Change
	November 23, 2008			November 25, 2007
SALES
Consumer Foods	$	3,911.2		$	3,667.2		6.7	%
Commercial Foods		2,418.7			1,905.1		27.0	%
Total		6,329.9			5,572.3		13.6	%
OPERATING PROFIT
Consumer Foods	$	439.6		$	434.4		1.2	%
Commercial Foods		288.3			252.4		14.2	%
Total operating profit for segments		727.9			686.8		6.0	%
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings
Items excluded from segment operating profit:
General corporate expense		(208.8	)		(196.6	)	6.2	%
Interest expense, net		(92.8	)		(117.0	)	(20.7	)%
Income from continuing operations before income taxes and equity method investment earnings	$	426.3		$	373.2		14.2	%

Segment operating profit excludes general corporate expense, equity method investment earnings, 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)

	SECOND QUARTER
	13 Weeks Ended			13 Weeks Ended		Percent Change
	November 23, 2008			November 25, 2007
Net sales	$	3,264.3		$	2,951.2	10.6	%
Costs and expenses:
Cost of goods sold		2,577.8			2,209.0	16.7	%
Selling, general and administrative expenses		389.9			489.3	(20.3	)%
Interest expense, net		42.7			62.2	(31.4	)%
Income from continuing operations before income taxes and equity method investment earnings		253.9			190.7	33.1	%
Income tax expense		84.4			68.6	23.0	%
Equity method investment earnings		1.9			12.5	(84.8	)%
Income from continuing operations		171.4			134.6	27.3	%
Income from discontinued operations, net of tax		(3.3	)		110.2	NA
Net income	$	168.1		$	244.8	(31.3	)%
Earnings per share – basic
Income from continuing operations	$	0.38		$	0.28	35.7	%
Income from discontinued operations		—			0.22	(100.0	)%
Net income	$	0.38		$	0.50	(24.0	)%
Weighted average shares outstanding		447.1			487.3	(8.3	)%
Earnings per share – diluted
Income from continuing operations	$	0.38		$	0.27	40.7	%
Income from discontinued operations		(0.01	)		0.23	NA
Net income	$	0.37		$	0.50	(26.0	)%
Weighted average share and share equivalents outstanding		449.5			490.7	(8.4	)%

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ConAgra Foods, Inc.

Consolidated Statements of Earnings

(in millions, except per share amounts)

	SECOND QUARTER
	26 Weeks Ended		26 Weeks Ended		Percent Change
	November 23, 2008		November 25, 2007
Net sales	$	6,329.9	$	5,572.3	13.6	%
Costs and expenses:
Cost of goods sold		5,051.9		4,211.3	20.0	%
Selling, general and administrative expenses		758.9		870.8	(12.9	)%
Interest expense, net		92.8		117.0	(20.7	)%
Income from continuing operations before income taxes and equity method investment earnings		426.3		373.2	14.2	%
Income tax expense		150.3		129.7	15.9	%
Equity method investment earnings		2.8		22.1	(87.3	)%
Income from continuing operations		278.8		265.6	5.0	%
Income from discontinued operations, net of tax		331.7		154.6	114.6	%
Net income	$	610.5	$	420.2	45.3	%
Earnings per share – basic
Income from continuing operations	$	0.61	$	0.54	13.0	%
Income from discontinued operations		0.72		0.32	125.0	%
Net income	$	1.33	$	0.86	54.7	%
Weighted average shares outstanding		458.5		488.4	(6.1	)%
Earnings per share – diluted
Income from continuing operations	$	0.60	$	0.54	11.1	%
Income from discontinued operations		0.72		0.31	132.3	%
Net income	$	1.32	$	0.85	55.3	%
Weighted average share and share equivalents outstanding		461.0		491.9	(6.3	)%

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ConAgra Foods, Inc.

Consolidated Balance Sheets

(in millions)

	November 23, 2008		November 25, 2007
ASSETS
Current assets
Cash and cash equivalents	$	132.1	$	140.8
Receivables, less allowance for doubtful accounts of $14.4 and $16.5		972.1		957.1
Inventories		2,280.8		2,048.8
Prepaid expenses and other current assets		455.5		347.2
Current assets held for sale		—		2,314.1
Total current assets		3,840.5		5,808.0
Property, plant and equipment, net		2,565.7		2,267.3
Goodwill		3,477.6		3,463.2
Brands, trademarks and other intangibles, net		824.3		803.4
Other assets		1,062.6		240.8
Noncurrent assets held for sale		—		229.3
	$	11,770.7	$	12,812.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable	$	300.1	$	321.7
Current installments of long-term debt		316.8		15.4
Accounts payable		1,019.5		920.5
Accrued payroll		175.5		238.9
Other accrued liabilities		860.0		781.5
Current liabilities held for sale		—		1,126.0
Total current liabilities		2,671.9		3,404.0
Senior long-term debt, excluding current installments		2,856.6		3,173.7
Subordinated debt		195.9		200.0
Other noncurrent liabilities		1,271.7		1,213.4
Noncurrent liabilities held for sale		—		16.5
Common stockholders’ equity		4,774.6		4,804.4
	$	11,770.7	$	12,812.0

# # #

EX-99.2

Exhibit 99.2

Q2 FY09 Question & Answer

December 17, 2008

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

- Alexia	- Orville Redenbacher’s
- Andy Capp	- Parkay
- Banquet	- Peter Pan
- Blue Bonnet	- Ro*Tel
- Crunch ‘n Munch	- Rosarita
- DAVID	- Slim Jim
- Hebrew National	- Snack Pack
- Kid Cuisine	- Swiss Miss
- Libby’s	- Wesson
- Marie Callender’s	- Wolf

Sales for Healthy Choice and Hunt’s 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

- Chef Boyardee

- Egg Beaters

- Manwich

- PAM

- Reddi-wip

3. What were unit volume changes for the quarter in the Consumer Foods and Commercial Foods Segments?

Consumer Foods volume was down approximately 4%, as reported and excluding items impacting comparability.

Commercial Foods volume was up 2%, as reported and excluding items impacting comparability.

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4. How did the subsegments within Consumer Foods perform in terms of net sales and profit contribution margin for the quarter (amounts and percentages impacted by rounding)?

Net Sales

($ in millions)	Net Sales
Reporting Segment	Thirteen weeks ended							Twenty-six weeks ended
	November 23, 2008			November 25, 2007		% Inc / (Dec)		November 23, 2008			November 25, 2007			% Inc / (Dec)
Consumer Foods
Grocery Foods North America	$	732		$	714	2	%	$	1,412		$	1,329		6	%
Frozen Foods		458			453	1	%		877			847		3	%
Snacks and Store Brands		379			352	8	%		739			692		7	%
Enabler Brands		431			387	11	%		794			710		12	%
Domestic Export		47			47	(1	)%		95			91		4	%
Consumer Foods Administration/Other		(4	)		3	N/A			(6	)		(2	)	(100	)%
Total Consumer Foods	$	2,043		$	1,956	4	%	$	3,911		$	3,667		7	%

Profit Contribution Margin

(Net sales less cost of goods sold and advertising and promotion expense)

($ in millions)	Profit Contribution Margin
Reporting Segment	Thirteen weeks ended							Twenty-six weeks ended
	November 23, 2008			November 25, 2007		% Inc / (Dec)		November 23, 2008			November 25, 2007		% Inc / (Dec)
Consumer Foods
Grocery Foods North America	$	186		$	201	(7	)%	$	361		$	345	4	%
Frozen Foods		89			73	23	%		152			143	6	%
Snacks and Store Brands		84			74	12	%		151			157	(4	)%
Enabler Brands		62			64	(3	)%		96			118	(19	)%
Domestic Export		13			9	36	%		24			15	57	%
Consumer Foods Administration/Other		(2	)		33	N/A			(4	)		41	N/A
Total Consumer Foods	$	432		$	454	(5	)%	$	780		$	819	(5	)%

5. How much was total depreciation and amortization from continuing operations for the quarter?

Approximately $79 million (versus approximately $74 million in Q2 FY08)

6. How much were capital expenditures from continuing operations for the quarter?

Approximately $115 million (versus approximately $104 million in Q2 FY08)

7. What was the net interest expense for the quarter?

Approximately $43 million (versus approximately $62 million in Q2 FY08)

8. What was corporate expense for the quarter?

Approximately $111 million for the quarter (versus approximately $126 million in Q2 FY08). The current quarter includes $48 million related to net derivative losses temporarily recorded in unallocated Corporate expense. This loss will later be transferred to segment operating profit when the underlying item being hedged is expensed in segment operating results.

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9. How much did the company pay in dividends during the quarter?

Approximately $86 million

10. What was the weighted average number of diluted shares outstanding for the quarter (rounded)?

Approximately 450 million shares for the quarter

11. 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 = $734/$3,264 = 22%

Operating margin = segment operating profit** divided by net sales

Operating margin = $408/$3,264 = 13%

* Gross profit = net sales – costs of goods sold ($3,264 – $2,530 = $734)

** See second-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 = $254/$3,264 = 8%.

12. What is included in the company’s net debt at the end of the quarter (rounded, in millions)?

	Q2 FY09		Q2 FY08
Total debt*	$	3,669	$	3,711
Less: Cash on hand	$	132	$	141
Net debt total	$	3,537	$	3,570

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

13. What is the net debt to total capital ratio at quarter end?

43% currently and 43% a year ago

This ratio is defined as net debt divided by the sum of net debt plus shareholder equity. See question #12 for the components of net debt.

14. What was the effective tax rate for the quarter?

The effective tax rate for continuing operations for the quarter was 33%. Going forward, the company expects an effective tax rate of approximately 34%-35% for continuing operations, excluding items impacting comparability.

15. What are the projected capital expenditures for fiscal 2009?

Approximately $475 million

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16. What is the expected net interest expense for fiscal 2009?

Approximately $260 million, excluding income from the notes payable to ConAgra Foods resulting from the Trading & Merchandising divestiture. When income from those notes is included, net interest expense is approximately $190 million.

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, product pricing, future economic circumstances, industry conditions, the company’s ability to execute its operating and restructuring plans, 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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