þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 47-0248710 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
One ConAgra Drive, Omaha, Nebraska | 68102-5001 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company)
|
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
2,961.4
$
3,056.5
2,244.9
2,465.0
426.4
368.7
41.5
50.1
248.6
172.7
91.0
66.0
8.9
0.9
166.5
107.6
(1.3
)
334.8
$
165.2
$
442.4
(0.7
)
$
165.9
$
442.4
$
0.38
$
0.23
(0.01
)
0.72
$
0.37
$
0.95
$
0.37
$
0.23
0.71
$
0.37
$
0.94
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
165.2
$
442.4
(0.1
)
(0.3
)
1.2
(24.4
)
2.0
(0.8
)
(2.4
)
165.5
417.3
(0.7
)
$
166.2
$
417.3
August 30,
May 31,
August 24,
2009
2009
2008
$
289.7
$
243.2
$
296.4
886.1
781.4
961.3
2,013.3
2,025.1
2,040.1
373.6
282.0
353.9
4.9
6.0
3,562.7
3,336.6
3,657.7
5,365.3
5,301.5
5,043.5
(2,702.1
)
(2,661.1
)
(2,558.2
)
2,663.2
2,640.4
2,485.3
3,491.3
3,491.3
3,477.3
836.5
835.3
820.6
676.7
768.1
1,074.8
1.6
10.6
$
11,230.4
$
11,073.3
$
11,526.3
$
2.7
$
3.7
$
25.2
15.8
24.7
314.8
875.0
823.8
942.2
148.7
166.9
147.8
608.8
555.6
1,023.3
1,651.0
1,574.7
2,453.3
3,274.7
3,265.4
2,848.7
195.9
195.9
200.0
1,309.0
1,316.4
1,250.4
6,430.6
6,352.4
6,752.4
2,839.5
2,835.9
2,835.5
863.7
884.4
776.3
4,123.9
4,042.5
3,761.5
(103.3
)
(103.7
)
261.4
(2,924.0
)
(2,938.2
)
(2,860.8
)
4,799.8
4,720.9
4,773.9
$
11,230.4
$
11,073.3
$
11,526.3
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
165.2
$
442.4
(1.3
)
334.8
166.5
107.6
81.7
76.2
1.3
(5.0
)
(19.4
)
1.8
3.7
12.0
12.6
(19.8
)
(12.6
)
30.0
(12.7
)
(116.0
)
(100.8
)
11.8
(116.0
)
(15.4
)
97.7
(26.7
)
171.0
(18.2
)
(108.6
)
155.2
104.5
264.2
198.2
(1.6
)
(635.7
)
262.6
(437.5
)
(118.9
)
(106.3
)
1.4
12.8
29.4
(3.0
)
(30.4
)
0.9
(120.5
)
(93.6
)
6.4
2,253.2
$
(114.1
)
$
2,159.6
Condensed Consolidated Statements of Cash Flows (continued)
(in millions)
(unaudited)
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
$
(565.3
)
(2.9
)
(41.8
)
(900.0
)
(85.0
)
(92.1
)
(14.1
)
5.8
(0.8
)
(0.1
)
(102.8
)
(1,593.5
)
(102.8
)
(1,593.5
)
0.8
(3.9
)
46.5
124.7
30.8
243.2
140.9
$
289.7
$
296.4
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
(0.1
)
$
(0.2
)
0.2
2.9
$
0.1
$
2.7
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
1.3
$
213.5
$
(2.1
)
$
57.5
488.0
(2.1
)
545.5
0.8
(210.7
)
$
(1.3
)
$
334.8
May 31,
August 24,
2009
2008
$
4.9
$
6.0
$
4.9
$
6.0
$
1.6
$
7.4
3.2
$
1.6
$
10.6
August 30,
May 31,
August 24,
2009
2009
2008
$
1.9
$
1.2
$
11.9
12.6
1.3
3.1
0.1
99.4
100.5
51.0
18.6
18.6
10.4
10.6
$
143.5
$
146.7
$
51.0
$
6.3
$
6.1
$
3.4
3.8
4.3
0.5
0.2
0.8
0.7
0.6
81.7
83.3
50.0
26.6
27.3
$
119.7
$
121.9
$
54.0
Thirteen Weeks Ended August 30, 2009
Consumer
Foods
Corporate
Total
$
6.2
$
$
6.2
$
29.9
$
0.5
$
30.4
(33.7
)
(33.7
)
$
(3.8
)
$
0.5
$
(3.3
)
$
2.4
$
0.5
$
2.9
Consumer
Commercial
Foods
Foods
Total
$
3,354.3
$
137.0
$
3,491.3
(0.1
)
0.1
$
3,354.2
$
137.1
$
3,491.3
August 30, 2009
May 31, 2009
August 24, 2008
Gross
Gross
Gross
Carrying
Accumulated
Carrying
Accumulated
Carrying
Accumulated
Amount
Amortization
Amount
Amortization
Amount
Amortization
$
778.2
$
$
778.2
$
$
778.3
$
83.5
25.2
80.5
23.4
60.7
18.4
$
861.7
$
25.2
$
858.7
$
23.4
$
839.0
$
18.4
August 30,
May 31,
August 24,
2009
2009
2008
$
83.1
$
52.1
$
126.1
16.0
30.8
35.1
Derivative Assets
Derivative Liabilities
Balance Sheet Location
Fair Value
Balance Sheet Location
Fair Value
Prepaid expenses and other current assets
$
81.7
Other accrued liabilities
$
36.5
For the Thirteen Weeks Ended August 30, 2009
Location in Condensed
Amount of Gain/(Loss) Recognized
Consolidated Statement of
on Derivatives in Condensed
Derivatives Not Designated as Hedging
Earnings of Gain/(Loss) Recognized
Consolidated Statement of
Instruments Under SFAS No. 133
on Derivatives
Earnings
Cost of goods sold
$
65.9
Cost of goods sold
(1.7
)
$
64.2
22.96
3.76
2.29
4.66
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
167.2
$
107.6
(1.3
)
334.8
$
165.9
$
442.4
0.3
$
165.6
$
442.4
443.2
467.1
2.4
2.5
445.6
469.6
August 30,
May 31,
August 24,
2009
2009
2008
$
557.1
$
636.3
$
609.1
98.5
104.9
101.2
1,273.4
1,202.2
1,251.8
84.3
81.7
78.0
$
2,013.3
$
2,025.1
$
2,040.1
Pension Benefits
Postretirement Benefits
Thirteen weeks ended
Thirteen weeks ended
August 30,
August 24,
August 30,
August 24,
2009
2008
2009
2008
$
12.5
$
12.9
$
0.1
$
0.2
37.0
35.3
4.5
5.7
(40.3
)
(39.6
)
(0.1
)
0.8
0.8
(2.4
)
(2.8
)
0.9
0.5
2.5
10.9
9.9
2.1
5.6
2.5
2.3
$
13.4
$
12.2
$
2.1
$
5.6
Level 1
Level 2
Level 3
Total
$
10.0
$
73.1
$
$
83.1
1.6
1.6
6.5
6.5
$
18.1
$
73.1
$
$
91.2
$
$
16.0
$
$
16.0
21.2
21.2
$
21.2
$
16.0
$
$
37.2
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
1,860.1
$
1,849.3
1,101.3
1,207.2
$
2,961.4
$
3,056.5
$
249.9
$
186.3
140.8
133.9
$
390.7
$
320.2
$
0.2
$
1.3
8.7
(0.4
)
$
8.9
$
0.9
$
250.1
$
187.6
149.5
133.5
$
399.6
$
321.1
100.6
97.4
41.5
50.1
91.0
66.0
$
166.5
$
107.6
(0.7
)
$
167.2
$
107.6
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
642.4
$
616.8
295.9
308.4
245.2
230.7
676.6
693.4
$
1,860.1
$
1,849.3
$
564.0
$
549.5
368.4
483.7
95.0
100.0
73.9
74.0
$
1,101.3
$
1,207.2
$
2,961.4
$
3,056.5
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
(17.1
)
$
(33.5
)
(9.5
)
(0.5
)
$
(7.6
)
$
(33.0
)
$
(5.8
)
$
(0.9
)
(3.7
)
0.4
$
(9.5
)
$
(0.5
)
Part I - Financial Information
a gain of $19 million ($11 million after-tax) on the sale of the
Pemmican
®
business and
charges totaling $9 million ($8 million after-tax) for costs under our
restructuring plans.
a gain of $488 million ($299 million after-tax) on the sale of the trading and
merchandising business.
Consumer
Thirteen Weeks Ended August 30, 2009
Foods
Corporate
Total
$
6.2
$
0.0
$
6.2
$
29.9
$
0.5
$
30.4
(33.7
)
0.0
(33.7
)
$
(3.8
)
$
0.5
$
(3.3
)
$
2.4
$
0.5
$
2.9
Thirteen weeks ended
August 30,
August 24,
2009
2008
$
(17.1
)
$
(33.5
)
(9.5
)
(0.5
)
$
(7.6
)
$
(33.0
)
$
(5.8
)
$
(0.9
)
(3.7
)
0.4
$
(9.5
)
$
(0.5
)
($ in millions)
Net Sales
Reporting Segment
Thirteen weeks ended
August 30,
August 24,
% Inc /
2009
2008
(Dec)
$
1,860
$
1,849
1
%
1,101
1,207
(9
)%
$
2,961
$
3,056
(3
)%
an increase in incentive compensation expense of $25 million,
an increase in health insurance costs of $6 million,
an increase in advertising and promotion expenses of $5 million, and
a net benefit of $3 million, representing costs
associated with the accidental explosion at
our Garner, North Carolina facility, more than offset by insurance recoveries.
a $19 million gain on the disposition of the
Pemmican
®
business,
charges of approximately $9 million related to the execution of our
restructuring plans, and
a gain of $5 million on the sale of a facility in our Commercial Foods segment.
($ in millions)
Operating Profit
Reporting Segment
Thirteen weeks ended
August 30,
August 24,
% Inc
2009
2008
(Dec)
$
250
$
186
34
%
141
134
5
%
August 30,
May 31,
August 24,
2009
2009
2008
$
1.9
$
1.2
$
11.9
12.6
1.3
3.1
0.1
99.4
100.5
51.0
18.6
18.6
10.4
10.6
$
143.5
$
146.7
$
51.0
$
6.3
$
6.1
$
3.4
3.8
4.3
0.5
0.2
0.8
0.7
0.6
81.7
83.3
50.0
26.6
27.3
$
119.7
$
121.9
$
54.0
Payments Due by Period
(in millions)
Less than
After 5
Contractual Obligations
Total
1 Year
1-3 Years
3-5 Years
Years
$
3,538.9
$
10.6
$
630.0
$
599.9
$
2,298.4
64.6
5.2
7.8
5.7
45.9
353.2
62.3
109.7
71.0
110.2
527.3
458.4
53.0
7.6
8.3
$
4,484.0
$
536.5
$
800.5
$
684.2
$
2,462.8
Amount of Commitment Expiration Per Period
(in millions)
Less than
After 5
Other Commercial Commitments
Total
1 Year
1-3 Years
3-5 Years
Years
$
110.6
$
69.6
$
5.8
$
5.4
$
29.8
0.5
0.5
$
111.1
$
70.1
$
5.8
$
5.4
$
29.8
($ in millions)
$
9
6
1
Maximum Number (or
Total Number
Average
Total Number of Shares
Approximate Dollar
of Shares (or
Price Paid
Purchased as Part of
Value) of Shares that
Units)
per Share (or
Publicly Announced
may yet be Purchased
Period
Purchased
Unit)
Plans or Programs (1)
under the Program (1)
$
62,000
15,073
(2)
$
19.67
$
62,000
$
62,000
15,073
$
19.67
$
62,000
(1)
Pursuant to publicly announced share repurchase programs from December 2003, we have
repurchased approximately 106.5 million shares at a cost of $2.5 billion through August 30,
2009. The current program has no expiration date.
(2)
The total number of shares purchased consists of shares of mature common stock tendered by
employees to the Company to satisfy employees tax withholding obligations in excess of the
statutory minimum in connection with the vesting of equity awards.
FOR
WITHHELD
361,907,826
17,100,441
374,004,067
5,004,200
370,788,818
8,219,449
371,283,880
7,724,387
373,518,891
5,489,376
373,990,648
5,017,619
373,861,831
5,146,436
371,135,004
7,873,263
373,965,064
5,043,203
373,793,525
5,214,742
368,651,979
10,356,288
229,800,586
85,407,285
2,173,480
61,626,916
273,976,811
41,003,699
2,400,841
61,626,916
373,981,231
3,947,399
1,079,637
0
CONAGRA FOODS, INC.
By:
/s/ JOHN F. GEHRING
John F. Gehring
Executive Vice President and Chief Financial Officer
By:
/s/ PATRICK D. LINEHAN
Patrick D. Linehan
Senior Vice President and Corporate Controller
NUMBER
DESCRIPTION
PAGE
ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.1 of ConAgra Foods
current report on Form 8-K dated September 28, 2009
ConAgra Foods Executive Incentive Plan, as amended and restated, incorporated herein by reference
to Exhibit 10.2 of ConAgra Foods current report on Form 8-K dated September 28, 2009
Form of Restricted Stock Unit Agreement under the ConAgra Foods 2009 Stock Plan
39
Form of Stock Option Agreement under the ConAgra Foods 2009 Stock Plan
45
Form of Stock Option Agreement for Non-Employee Directors under the ConAgra Foods 2009 Stock Plan
50
Form of Stock Option Agreement for certain named executive officers under the ConAgra Foods 2009 Stock Plan
55
Statement regarding computation of ratio of earnings to fixed charges
61
Section 302 Certificate of Chief Executive Officer
62
Section 302 Certificate of Chief Financial Officer
63
Section 906 Certificates
64
The following materials from ConAgra Foods Quarterly Report on Form 10-Q for the quarter ended
August 30, 2009, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed
Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive
Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements
of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text,
and (vi) document and entity information.
*
Management contract or compensatory plan.
1. | Award Grant. ConAgra Foods hereby grants Restricted Stock Units (RSUs, and each such unit an RSU) to the Participant under the ConAgra Foods 2009 Stock Plan (the Plan), as follows: |
|
Participant : | |||||||
|
||||||||
|
Employee ID: | |||||||
|
||||||||
|
Number of RSUs : | |||||||
|
||||||||
|
Date of Grant: | |||||||
|
||||||||
|
Vesting Date : | (Settlement Date) | ||||||
The Settlement Date is subject to modification for early settlement upon termination as provided in Paragraph 3. |
CONAGRA FOODS, INC. | PARTICIPANT | |||||||||
|
||||||||||
By:
|
||||||||||
Date
|
Date | |||||||||
|
39
(i) | Leaves of Absence . The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or, if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty nine month period of absence shall be substituted for such six month period. | ||
(ii) | Dual Status . Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Agreement pursuant to Treasury Regulation Section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Agreement. | ||
(iii) | Termination of Employment . Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor except as provided in (ii) above) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in (ii) above) over the immediately preceding thirty-six month period (or the full period of services to the Company if the Participant has been providing services to the Company less than thirty-six months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (iii) the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated |
40
(i) | Death or Normal Retirement : all RSUs granted pursuant to this Agreement shall become 100% vested and the Settlement Date shall be a date not later than thirty days after the death or Normal Retirement, subject to any deferral on payment required by Section 409A of the Code or other applicable law. | ||
(ii) | Not for Cause : all RSUs for which a Settlement Date has not occurred shall immediately be forfeited without further consideration to the Participant, except in the case of involuntarily termination as set forth in (iii) below. | ||
(iii) | Early Retirement or Involuntary Termination Due to Disability [ as applicable : , Position Elimination or Reduction in Force] . Notwithstanding the foregoing, if the Participants Continuous Employment should be terminated due to Early Retirement or involuntarily terminated due to disability [ as applicable : , position elimination or reduction in force] ([each] as defined in the Companys sole discretion) after a Vesting Date (as set forth below), but prior to the related Settlement Date (as set forth below), the Company will issue shares of Stock following such termination of employment in settlement of the RSUs that have vested as of the date of termination of employment, and such date of termination of employment shall be the Settlement Date for all purposes hereunder. All RSUs for which a Settlement Date has not occurred on the date of such termination of employment shall immediately be forfeited without further consideration to the Participant. |
% Vested | Vesting Date | Settlement Date | ||
% | ||||
% | ||||
% | ||||
41
(iv) | For Cause prior to the Settlement Date : all RSUs, whether vested or unvested prior to the Settlement Date, shall be immediately forfeited without further consideration to the Participant. |
42
43
44
|
Optionee : | |||||
|
|
|||||
|
Employee ID : | |||||
|
|
|||||
|
Number of Shares : | |||||
|
|
|||||
|
Exercise Price Per Share : | |||||
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Date of Grant : | |||||
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Type of Option : | Non-qualified | ||||
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Termination Date : | |||||
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# Shares | % Vested | Vest Date | Expiration Date | |||
CONAGRA FOODS, INC. | OPTIONEE | |||||||||
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||||||||||
By:
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||||||||||
Date
|
Date | |||||||||
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45
46
47
48
49
|
Optionee: | |||
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Number of Shares: | |||
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|
|||
|
Exercise Price per Share: $ | |||
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|
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Date of Grant: | |||
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|
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Plan Name: ConAgra Foods 2009 Stock Plan (the Plan) | ||||
|
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Type of Option: Non-qualified |
CONAGRA FOODS, INC.
|
OPTIONEE | |||
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|
||||
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|
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Date
|
Date | |||
|
|
50
51
52
53
54
|
Optionee: [ as applicable : CEO or EVP, External Affairs and President, Commercial Foods] | |
|
||
|
Number of Shares: | |
|
||
|
Exercise Price per Share: | |
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||
|
Date of Grant: | |
|
||
|
Plan Name: The ConAgra 2009 Stock Plan (the Plan) | |
|
||
|
Type of Option: Non-qualified | |
|
||
|
Expiration Date: | |
|
||
|
Term of Option: |
CONAGRA FOODS, INC.
|
OPTIONEE | |||
|
||||
By:
|
||||
|
|
|||
Date:
|
Date: | |||
|
|
55
56
57
i. | cash, | ||
ii. | check, | ||
iii. | wire transfer, | ||
iv. | certified or cashiers check, | ||
v. | subject to the provisions of any Insider Trading Agreement, by delivering previously owned shares of Common Stock held by the Optionee for at least six months valued at Fair Market Value in accordance with Section 6.4 of the Plan, or | ||
vi. | subject to the provisions of any Insider Trading Agreement, by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient portion thereof) acquired upon exercise of the Option and remitting to ConAgra Foods a sufficient portion of the sale proceeds to pay both the entire exercise price and amounts owed under Section 3(e) of this Agreement. |
58
59
60
Thirteen | ||||
weeks ended | ||||
August 30, 2009 | ||||
Earnings:
|
||||
Income from continuing operations before income taxes and equity method investment earnings
|
$ | 248.6 | ||
Add (deduct):
|
||||
Fixed charges
|
76.3 | |||
Distributed income of equity method investees
|
10.7 | |||
Capitalized interest
|
(2.9 | ) | ||
|
||||
Earnings available for fixed charges (a)
|
$ | 332.7 | ||
|
||||
Fixed charges:
|
||||
Interest expense
|
$ | 61.8 | ||
Capitalized interest
|
2.9 | |||
One third of rental expense
(1)
|
11.6 | |||
|
||||
Total fixed charges (b)
|
$ | 76.3 | ||
|
||||
Ratio of earnings to fixed charges (a/b)
|
4.4 |
(1) |
Considered to be representative of interest factor in rental expense.
|
61
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended August 30, 2009 of ConAgra Foods, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 7, 2009
|
||
|
||
/s/ GARY M. RODKIN
|
||
Chief Executive Officer
|
62
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended August 30, 2009 of ConAgra Foods, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 7, 2009
|
||
|
||
/s/ JOHN F. GEHRING
|
||
John F. Gehring
|
||
Executive Vice President and Chief Financial Officer
|
63
October 7, 2009
|
||
|
||
/s/ GARY M. RODKIN
|
||
Chief Executive Officer
|
October 7, 2009
|
||
|
||
/s/ JOHN F. GEHRING
|
||
John F. Gehring
|
||
Executive Vice President and Chief Financial Officer
|
64