News Release

ConAgra Foods Reports Strong First-Quarter Sales Growth; Expects to Deliver EPS Slightly Above $1.50 for Fiscal 2009

Sep 18, 2008, 3:31 AM EDT

OMAHA, Neb.--(BUSINESS WIRE)--Sept. 18, 2008--ConAgra Foods, Inc., (NYSE: CAG) one of North America's leading packaged food companies, today reported results for the fiscal 2009 first quarter ended Aug. 24, 2008. Diluted EPS from continuing operations was $0.23, including net $0.04 per diluted share of expense from items impacting comparability. Excluding those items, diluted EPS from continuing operations was $0.27. Overall sales grew 17%, including 9% sales growth from the Consumer Foods segment, reflecting the company's recent pricing actions. Prior-year diluted EPS from continuing operations of $0.27 included net $0.01 of income from items impacting comparability. 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, "We are pleased with the overall sales results in the Consumer Foods segment, the continued profit growth in Commercial Foods, and progress with overall supply chain and SG&A costs. We are disappointed that Consumer Foods posted a decline in comparable operating profit; however, we have already implemented actions that should generate stronger profits for the Consumer Foods business, particularly in the second half of the fiscal year."

Segment Changes: In the first quarter of fiscal 2009, the International Foods segment was merged into the Consumer Foods segment. The company has also changed the name of its Food & Ingredients segment to Commercial Foods. A presentation of quarterly segment sales and operating profits for fiscal year 2008 can be found in the Q&A document accompanying this release.

          Consumer Foods Segment (61% of first-quarter sales)
  Branded consumer products sold in retail and foodservice channels.

----------------------------------------------------------------------
        Volume & Sales Data               Year-over-year % Change
----------------------------------------------------------------------
                                        As Reported     Comparable(a)
----------------------------------------------------------------------
Unit Volumes                                Flat             Flat
----------------------------------------------------------------------
Overall Sales                                 9%              9%
----------------------------------------------------------------------
Sales for Priority Investment Brands          9%              9%
----------------------------------------------------------------------
Sales for Enabler Brands                     10%              9%
----------------------------------------------------------------------

(a)Comparable sales calculations exclude the impact of 1) sales
 contributed by the Banquet and private label pot pie business in the
 current and prior years given the recall in the second quarter of
 fiscal 2008, and 2) sales for Lincoln Snacks, which was acquired
 during the second quarter of fiscal 2008. See page 10 for Regulation
 G reconciliations.

The Consumer Foods segment posted sales of $1.9 billion and operating profit of $187 million for the quarter. The following segment commentary relates to comparable performance unless otherwise indicated:

Consumer Foods' comparable sales growth was 9%, most of which was due to net price increases. Approximately one point of the sales growth reflects having sales of Peter Pan peanut butter and Alexia Foods for the entire first quarter this fiscal year and only part of the first quarter last fiscal year. The company implemented a 7% weighted average price increase for this segment on March 24, 2008, and implemented an additional 3% weighted average price increase at the end of the first quarter of fiscal 2009. Volumes were essentially flat.

    --  Comparable sales for priority investment brands, which
        represent almost 70% of segment sales, increased 9%; this
        primarily reflects net price increases. Examples of major
        brands posting strong sales growth include Chef Boyardee,
        DAVID, Egg Beaters, Hebrew National, Hunt's, and Orville
        Redenbacher's.

    --  Comparable sales for enabler brands increased 9%, primarily
        reflecting net price increases. Examples of brands posting
        strong sales growth include Blue Bonnet, La Choy, Libby's, and
        Van Camp's.

    --  More brand details can be found in the Q&A document
        accompanying this release.

Operating profit of $187 million was essentially equal to year-ago amounts as reported, and declined 6% on a comparable basis as detailed on page 10. Advertising and promotion expense increased at a mid single-digit rate. Although the company continued to successfully implement pricing actions and cost-saving initiatives, these were more than offset by significant input cost inflation, particularly in cooking oils, tablespreads, and Banquet frozen foods. Overall inflation was greater than $190 million. Due to a combination of recent price increases, innovation, an expected moderation of input cost increases, as well as the achievement of supply chain and SG&A cost savings, the company expects the segment to post strong operating profit growth for the full fiscal year despite potential negative volume impact from price increases. The company expects the improvement to be concentrated in the second half of the fiscal year.

Commercial Foods Segment (39% of first-quarter sales)

Specialty potato, dehydrated vegetable, seasonings, blends, flavors, and milled grain products sold to foodservice and commercial channels worldwide.

During the quarter, sales for the Commercial Foods segment were $1.2 billion, 32% ahead of last year, as all major operations posted sales growth. Sales for the milling operations increased due to the pass-through of higher wheat costs as well as improved product mix. Sales for Lamb Weston specialty potato and appetizer operations grew primarily due to increased prices and the acquisition of Watts Brothers Farms; this recent acquisition contributed approximately 2 points of sales growth to the overall segment this quarter. Sales for Gilroy Foods & Flavors showed solid sales growth, driven by volume growth across major product lines and new customer business with foodservice and industrial accounts. Segment operating profit was $133 million for the quarter, 10% ahead of the year-ago amount, with all major operations posting growth due to strong sales results and a focus on efficiencies. Segment operating profit includes an approximate $5 million gain from an asset sale within Gilroy Foods & Flavors. Excluding this gain, segment operating profit was approximately $127 million (rounded) for the quarter, 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 operating results, the company now utilizes a new methodology for presenting derivative gains and losses. 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 commodity being hedged is expensed in cost of goods sold for the applicable operating segment.

    --  This methodology creates a timing difference between the
        initial recognition of the derivative gain or loss in
        unallocated Corporate expense and its later recognition in the
        operating segments; the company will therefore treat those
        amounts temporarily classified in unallocated Corporate
        expense as items impacting comparability until later
        reclassified into results of operating segments. The new
        methodology reduces volatility in the quarterly segment
        results due to changing market prices of derivatives used to
        hedge future input costs.

    --  This is in contrast to the former methodology which directly
        recorded quarterly mark-to-market gains and losses in the
        segment results as a component of cost of goods sold
        regardless of when the related commodity was utilized in the
        operations or when the related derivative was liquidated.

    --  An example of the new approach is provided within the Q&A
        document accompanying this release.

The net hedging loss of $33 million (discussed under Corporate expense on page 5) for the first quarter is principally a result of decreases in commodity costs for certain inputs being hedged (primarily corn, soybean oil and natural gas). The company expects that hedging gains and losses will be largely offset over time by actual input costs being higher or lower than planned, or by increases or decreases in values of derivative hedge positions.


    Other Items

    --  Corporate expense was $97 million for the quarter and $71
        million in the year-ago period. The year-over-year increase is
        primarily due to a $33 million pretax mark-to-market hedge
        loss temporarily classified in unallocated Corporate expense
        (listed as an item impacting comparability). This loss will
        later be transferred to segment operating profit when the
        underlying commodity being hedged is expensed in cost of goods
        sold for the applicable operating segment. Excluding this
        hedge loss, corporate expense was $64 million for the quarter,
        below year-ago amounts, reflecting the company's successful
        focus on SG&A cost controls.

    --  Equity method investment earnings were $1 million for the
        first quarter, down from $10 million in the year-ago period,
        primarily reflecting higher input costs for an international
        specialty potato joint venture.

    --  Net interest expense was $50 million in the current quarter
        and $55 million in the year-ago period. Current-quarter
        amounts include income on the note receivable held in
        connection with the recent divestiture of the Trading &
        Merchandising operations.

    --  The effective tax rate for continuing operations for the
        quarter was 38%. Going forward, the company expects an
        effective tax rate of approximately 35% for continuing
        operations, excluding items impacting comparability.

Capital Items

-- Dividends paid during the quarter totaled $92 million versus $89
    million last year.

-- For the quarter, capital expenditures from continuing operations
    for property, plant, and equipment were $106 million compared with
    $150 million in the year-ago period. Depreciation and amortization
    expense from continuing operations was approximately $76 million
    for the quarter; this compares with a total of $72 million in the
    year-ago period.

-- On June 23, 2008, the company completed the divestiture of its
    Trading & Merchandising operations. The purchase price was
    approximately $2.8 billion, net of transaction costs and subject
    to post-closing adjustments, which included before-tax proceeds of
    approximately $2.3 billion of cash and $550 million (face value)
    of payment-in-kind debt securities.

    --During the fiscal first quarter of 2009, the company applied
       $900 million toward share repurchases in an accelerated stock
       repurchase program. Under the program, the company repurchased
       approximately 38.4 million shares during the quarter and will
       complete the program later in the fiscal year.

    --The company also used the proceeds to reduce its commercial
       paper balances by approximately $1.1 billion.

-- During the quarter, the company reduced long-term debt by
    approximately $40 million.

Discontinued Operations

Current quarter EPS of $0.71 per diluted share from discontinued operations largely reflects the gain from divesting the Trading & Merchandising operations. Discontinued operations also include the operating results of divested businesses for part of the fiscal quarter prior to their sale.

Outlook

Based on a combination of volume and inflation expectations as well as increased investments for some brands and categories, the company has slightly lowered its fiscal 2009 outlook; the company now expects fiscal 2009 diluted EPS from continuing operations to be slightly above $1.50, excluding items impacting comparability.

Major Items Affecting First-quarter Fiscal 2009 EPS Comparability

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 will later be reclassified to the
        operating segments when underlying commodities are expensed in
        segment cost of goods sold. This methodology was implemented
        in the first quarter of fiscal 2009; prior-year amounts used a
        different methodology that expensed such costs in operating
        segment cost of goods sold, regardless of when the related
        commodity was utilized or the related derivative liquidated.

    --  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).

Included in the $0.27 diluted EPS from continuing operations for the first quarter of fiscal 2008 (EPS amounts rounded and after tax; the following will not add to $0.26 due to the impact of rounding):

    --  Income of approximately $0.02 per diluted share, or $12.2
        million pretax, from changes in estimates for restructuring
        charges due to changes in plans for consolidating certain
        production lines. Approximately $1 million is reflected within
        cost of goods sold for the Consumer Foods segment, and
        approximately $10 million is reflected within SG&A expense for
        the Consumer Foods segment.

    --  Expense of approximately $0.01 per diluted share, or $11.7
        million pretax, for costs related to the peanut butter recall.
        Approximately $7 million is reflected within cost of goods
        sold for the Consumer Foods segment, and approximately $4
        million is reflected within SG&A expense for the Consumer
        Foods segment.

    --  Benefit of approximately $0.01 per diluted share from a
        lower-than-normal tax rate.

    Discussion of Results

ConAgra Foods will host a conference call at 9:30 a.m. EDT 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 1-888-727-7630 and 1-913-312-0980, 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. 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 6591814. 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.

Annual Stockholders' Meeting Webcast

The company will webcast its Fiscal 2008 Annual Stockholders' Meeting on Thursday, Sept. 25, 2008. 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 Thursday, Sept. 25, and can be accessed at http://investor.conagrafoods.com.

ConAgra Foods, Inc., (NYSE: CAG) is one of North America's largest packaged 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, Reddi-wip, and many others. 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, 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.

    Regulation G Disclosure

    Consumer Foods Segment

Below is a reconciliation of segment sales and operating profit exclusive of the pot pie business, the Lincoln Snacks business, recall costs and restructuring charges.

                                             Consumer Foods Segment
                                                  Reconciliation
                                             (impacted by rounding)

          (Dollars in millions)             Q1 FY09  Q1 FY08 % Change
                                           --------- ------- ---------

Consumer Foods Net Sales                     $1,868  $1,711         9%
Pot Pie Net Sales                               (25)    (24)
Net Sales of Lincoln Snacks                      (6)      -
                                           --------- ------- ---------
Adjusted Consumer Foods Net Sales            $1,837  $1,687         9%
                                           ========= ======= =========

          (Dollars in millions)             Q1 FY09  Q1 FY08 % Change
                                           --------- ------- ---------

Priority Investment Brands Net Sales         $1,287  $1,181         9%
Banquet Pot Pie Net Sales                       (21)    (19)
Net Sales of Lincoln Snacks                      (4)      -
                                           --------- ------- ---------
Priority Investment Brands Adjusted Net
 Sales                                       $1,262  $1,162         9%
                                           ========= ======= =========

          (Dollars in millions)             Q1 FY09  Q1 FY08 % Change
                                           --------- ------- ---------

Enabler Brands Net Sales                     $  581  $  530        10%
Private Label Pot Pie Net Sales                  (4)     (5)
Net Sales of Lincoln Snacks                      (2)      -
                                           --------- ------- ---------
Enabler Brands Adjusted Net Sales            $  575  $  525         9%
                                           ========= ======= =========

          (Dollars in millions)             Q1 FY09  Q1 FY08 % Change
                                           --------- ------- ---------

Consumer Foods Segment Operating Profit      $  187  $  187         0%
Restructuring Plan Charges/Benefits               8     (11)
Gain on Sale of Pemmican                        (19)      -
Peter Pan Recall Costs                            -      12
                                           --------- ------- ---------
Consumer Foods Segment Adjusted Operating
 Profit                                      $  176  $  188        -6%
                                           ========= ======= =========
ConAgra Foods, Inc.

Segment Operating Results
In millions
                                            FIRST QUARTER
                               ---------------------------------------

                               13 Weeks Ended  13 Weeks Ended
                               --------------- --------------- -------
                                                               Percent
                               August 24, 2008 August 26, 2007  Change
                               --------------- --------------- -------
SALES
------------------------------
Consumer Foods                 $    1,868.4    $   1,711.0       9.2%
Commercial Foods                    1,197.2          910.1      31.5%
                               --------------- ---------------
  Total                             3,065.6        2,621.1      17.0%
                               --------------- ---------------

OPERATING PROFIT
------------------------------
Consumer Foods                 $      187.1    $     187.3      (0.1)%
Commercial Foods                      132.8          120.6      10.1%
                               --------------- ---------------
  Total operating profit for
   segments                           319.9          307.9       3.9%

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           (97.4)         (70.6)     38.0%
  Interest expense, net               (50.1)         (54.8)     (8.6)%
                               --------------- ---------------
Income from continuing
 operations before income
 taxes and equity method
 investment earnings           $      172.4    $     182.5      (5.5)%
                               =============== ===============

Segment operating profit excludes general corporate expense, equity method investment earnings, and net interest expense. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

ConAgra Foods, Inc.

Consolidated Statements of
 Earnings
In millions, except per-share
 amounts                                    FIRST QUARTER
                               ---------------------------------------
                               13 Weeks Ended  13 Weeks Ended
                               --------------- --------------- -------
                                                               Percent
                               August 24, 2008 August 26, 2007 Change
                               --------------- --------------- -------
Net sales                      $       3,065.6 $       2,621.1  17.0%
Costs and expenses:
   Cost of goods sold                  2,474.1         2,002.3  23.6%
   Selling, general and
    administrative expenses              369.0           381.5  (3.3)%
   Interest expense, net                  50.1            54.8  (8.6)%
                               --------------- ---------------
Income from continuing
 operations before income
 taxes and equity method
 investment earnings                     172.4           182.5  (5.5)%
Income tax expense                        65.9            61.1   7.9%
Equity method investment
 earnings                                  0.9             9.6 (90.6)%
                               --------------- ---------------
Income from continuing
 operations                              107.4           131.0 (18.0)%

Income from discontinued
 operations, net of tax                  335.0            44.4 654.5%
                               --------------- ---------------

Net income                     $         442.4 $         175.4 152.2%
                               =============== ===============

Earnings per share - basic

Income from continuing
 operations                    $          0.23 $          0.27 (14.8)%
Income from discontinued
 operations                               0.72            0.09 700.0%
                               --------------- ---------------
Net income                     $          0.95 $          0.36 163.9%
                               =============== ===============

Weighted average shares
 outstanding                             467.1           489.2  (4.5)%
                               =============== ===============

Earnings per share - diluted

Income from continuing
 operations                    $          0.23           $0.27 (14.8)%
Income from discontinued
 operations                               0.71            0.09 688.9%
                               --------------- ---------------
Net income                     $          0.94 $          0.36 161.1%
                               =============== ===============

Weighted average share and
 share equivalents
 outstanding                             469.6           492.8  (4.7)%
                               =============== ===============
ConAgra Foods, Inc.

Consolidated Balance Sheets
In millions
                                       August 24, 2008 August 26, 2007
                                       --------------- ---------------
ASSETS
Current assets
  Cash and cash equivalents            $         296.4 $         307.5
  Receivables, less allowance for
   doubtful accounts
   of $14.3 and $16.8                            961.3           881.1
  Inventories                                  2,046.1         1,812.4
  Prepaid expenses and other current
   assets                                        353.9           286.7
  Current assets held for sale                       -         1,740.2
                                       -------------------------------
    Total current assets                       3,657.7         5,027.9

Property, plant and equipment, net             2,492.7         2,258.6
Goodwill                                       3,480.5         3,451.8
Brands, trademarks and other
 intangibles, net                                820.6           774.8
Other assets                                   1,074.8           236.3
Noncurrent assets held for sale                      -           214.5
                                       -------------------------------
                                       $      11,526.3 $      11,963.9
                                       ===============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Notes payable                        $          25.2 $          69.8
  Current installments of long-term
   debt                                          314.8            17.4
  Accounts payable                               942.2           804.1
  Accrued payroll                                147.8           148.8
  Other accrued liabilities                    1,023.3           836.6
  Current liabilities held for sale                  -           859.9
                                       -------------------------------
    Total current liabilities                  2,453.3         2,736.6

Senior long-term debt, excluding
 current installments                          2,848.7         3,218.7
Subordinated debt                                200.0           200.0
Other noncurrent liabilities                   1,250.4         1,194.2
Noncurrent liabilities held for sale                 -            18.8
Common stockholders' equity                    4,773.9         4,595.6
                                       -------------------------------
                                       $      11,526.3 $      11,963.9
                                       ===============================

CONTACT: ConAgra Foods, Inc.
MEDIA
Teresa Paulsen, 402-595-5210
Vice President, Corporate Communication
or
ANALYSTS
Chris Klinefelter, 402-595-4154
Vice President, Investor Relations
www.conagrafoods.com

SOURCE: ConAgra Foods, Inc.