Good morning. This is Gary Rodkin and I am here with John Gehring, our CFO; and Chris Klinefelter, VP of Investor Relations. Over the next few minutes, John and I will provide our views about the strategic operating and financial aspects of the quarter but before we get started, Chris will say a few words about housekeeping matters.

Good morning. During today’s remarks, we will make some forward-looking statements and while we are making those statements in good faith and are confident about our company’s direction, we do not have any guarantee about the results that we will achieve. So if you would like to learn more about the risks and factors that could influence and affect our business, I will refer you to the documents we filed with the SEC which include cautionary language. Also, we will be discussing some non-GAAP financial measures during the call today and the reconciliations of those measures for Regulation G compliance can be found in either the earnings press release or on our website under the financial reports and filings link, and then choosing non-GAAP reconciliations. In reference to Regulation G, I will note that I reported diluted EPS from continuing operations of $0.37 as $0.01 of net expense from items impacting comparability as detailed in the press release, resulting in EPS of $0.38 on a comparable basis for this quarter. On that same basis, the $0.23 of diluted EPS from continuing operations reported in the prior year quarter contained $0.04 of net expense from items impacting comparability, resulting in EPS of $0.27 on a comparable basis. Lastly, as detailed in the press release, consumer foods operating profit of $250 million was up 34% as reported and up 43% on a comparable basis. Now I’ll turn it back over to Gary.

Thanks, Chris. I am happy to report a quarter that posted good sales trends for key brands, 43% comparable profit growth for consumer foods, an overall solid performance from commercial foods, and 41% comparable EPS growth -- all around, a great quarter. During my remarks, I will discuss my view of the segment results, particularly why I am confident in the momentum of the consumer food segment, and comment on our revised EPS outlook this year. I think it’s important to recognize that much of what you are seeing is a result of all the work we’ve done over the last four years and that these results demonstrate four important attributes about our business that you should keep in mind. First, we have a diverse group of good brands that are responding to insight driven marketing investment, powerful innovation, and improved sales execution. These are sustainable improvements. Second, we have strengthened our trade customer relations and are helping our partners grow. Third, we have built a strong supply chain organization that’s capturing the long runway of productivity available to us at the time -- at the same time that input cost inflation is becoming more manageable. And finally, we have a very well-positioned commercial business that is performing well even in this environment. Our team continues to make good progress on the fundamentals and we are truly gaining momentum as a company. Our Q1 EPS of $0.38 excluding items impacting comparability, along with profit margin improvement and market share gains across consumer foods, show that we are on track for delivering a high quality year. In light of the trends we’ve seen in the first quarter, we’ve revised our full-year guidance upward to EPS approaching $1.70 excluding items impacting comparability. We continue to expect a year characterized by more manageable…

Thank you, Gary and good morning, everyone. I am going to touch on five topics this morning as follows -- our first quarter results, an update on our Slim Jim business recovery and related financial and accounting matters; comparability matters; capital and balance sheet items; and finally I will conclude with some brief comments on our outlook for 2010. With respect to our first quarter results, while Gary has covered the key drivers of those results, I would like to highlight and amplify a few items. First we are pleased with the continued strong and consistent performance turned in by our consumer foods business. The business continued its momentum by capitalizing on the fundamentals that drive sustainable profitable growth, including successful innovation, better marketing and merchandising, and strong supply chain capabilities. The business also benefits from a stable of brands with diverse consumer appeal. Inflation for our consumer business continues to trend favorably, slightly better than our expectation. However, some of the favorability does get passed through our product pricing, especially for categories such as vegetable oil. And we also still face some challenges with respect to certain inputs such as tomatoes, proteins, and steel. However, overall the inflation trends are manageable. Our cost control efforts continue to yield good results, especially in our supply chain operations. Our consumer supply chain team is off to a good start in fiscal 2010. Taking into account the first quarter cost savings performance, we currently estimate that the cost savings will exceed $250 million for the year, up from our previous estimate of $225 million. While a portion of these incremental savings drives immediate earnings improvement, a portion also provides fuel for accelerating our investments in marketing and innovation. Overall, based on the favorable inflation trends and good cost savings performance over the…

(Operator Instructions) Our first question today comes from David Palmer with UBS.

Thanks. This is a question about your consumer foods division -- what do you believe was the all-channel consumer take-away sales growth for ConAgra products in the quarter, roughly? And to the degree that there was a gap, you’ve mentioned certain SKU rationalization and other factors but I suspect the gap is larger than what you said in the release. To the degree that there is a wider gap, how much do you anticipate that being an ongoing gap or perhaps reversing in future quarters? Thanks.

David, you’re absolutely right. Our takeaway on consumer was greater than our shipments and we think that reflects on the depletion in inventory, both at the customer and the consumer level. It clearly was up across all channels. It was up in measured channels, as you saw. It was up in un-measured channels and I don’t know if we want to -- Chris, do we want to get into specific numbers?

No, we can -- however, we can let our listeners know that our performance outside of measured channels was also very strong. Our business at some of the big names that we usually get asked about was also very strong and I know you have some color that you would like to add on that.

Yeah, there was meaningful difference in terms of takeaway being greater than our shipments for the quarter, so I think we feel very comfortable -- you know, that obviously that will meet at some point, that equilibrium will be reached at some point but the momentum in the business is very, very good.

And just one separate question on your re-launch of Healthy Choice and frozen, any specific learnings above and below target with regard to trial and repeat? If we were to separate that relaunch into trial and repeat, how did things go there in terms of getting the trial versus what you would try to achieve? And then in terms of repeat purchases, how is that coming in?

On both fronts, very, very good. There is every sign that our innovation on Healthy Choice is going to lead to continued sustainable growth in that franchise, so the trial numbers are ahead of where we would like to see, as well as the repeat numbers.

I would just add one thing -- I think steamers has been on a roll ever since we launched it and as we continue to add new products to that lineup, including Asian which we launched a while back, that continues to be great. The true surprise for us really has been the natural product -- it has really, really over-delivered. Our Healthy Choice natural line has exceeded even our very high expectations that we had for it, so on Healthy Choice, we feel very good with how that product line is performing.

And I think another one last point, David, is we are bringing new consumers into the franchise so that’s a good thing as we broaden out our usage.

Thanks, guys.

Your next question comes from David Driscoll with Citi Investment Research.

Congratulations on the quarter. I wanted to follow that same line of questions on the consumer food sales line. When I look at my food drug and mass classes of trade data I see it’s up just over 4%, 4.2%, and then what we have seen in the past I believe, Gary, was that non-measures were a very significant impact to those numbers, somewhere to the tune of it would add like three to five points or so to the numbers that we saw in Neilsen FDM data. So kind of getting back to this, I want to ask your -- number one, is the benefit from non-measureds still running at that significant level above the FDM data this quarter as it had in a number of the quarters last year, especially Q3 and Q4?

There still is a gap, David. The Slim Jim numbers particularly as it pertains to convenience store, is a significant hit in that overall channel because we just couldn’t supply -- we had allocation on Slim Jim so that’s a significant piece but there’s still very good performance in unmeasured channels and it is still significantly bigger. I would tell you the gap is not as great and a lot of that has to do with the fact that the traditional grocery has performed better, as you’ve seen in the numbers. And once again I’ll stress our takeaway numbers are greater than our shipment numbers and that is also reflected in the momentum that we’ve seen continue in our business as we speak.

Two related questions then -- so what I believe the conclusion would be is that we should see accelerating sales growth in second quarter and in third quarter as that depleted inventory gets refilled, so number one comment on that. And then second, can you give us any kind of quantification as to a Slim Jim impact for fiscal 2Q?

Slim Jim impact in Q1 was a couple of points of top line for consumer foods for the company and it -- we will still continue to see something close to that, maybe not quite as much, in Q2 as we start to rebuild our inventory. So right now what’s happening is we depleted all of our inventory, we are on allocation. We are now building it back up and that really won't -- it won't reach the kind of service levels that we are -- that are acceptable to us probably until the second half of the year.

And we’ll move now to Ann Gurkin with Davenport.

Good morning. I just want to ask about commercial foods. If I understand correctly, while it’s still difficult, maybe your forecast is not as conservative as it was on the last call and is that because maybe Q1 was a little bit better and maybe restaurants, you are seeing any kind of change there? I don’t know -- can you just help me understand that a little bit?

Rob.

Let me try and address it this way -- I think nothing has changed our view that relative performance for the segment year over year we expect to be flat. We were pleased with Mills performance in the first quarter but we are still calling the year as we described. I would say generally with respect to Lamb Weston's business, we are encouraged by what we see generally in the market. It’s not that it’s easy -- it’s just that we do see signs of the segment or the takeaway rebuilding at the consumer level. But importantly, we planned for that sort of improvement, so as we look at it right now it’s on balance pretty much what we have planned, with a little bit of tailwind from Mills in the first quarter.

Great, that helps. Thank you.

We’ll move now to Barclays Capital and Andrew Lazar.

Good morning, everyone. Just two quick things -- one on some of the SKU rationalization you are doing and then one on productivity -- on the SKU side, I’m curious if you are seeing it as -- if your SKU rationalization is more pronounced on either certain brands or channels or customers specifically, or is it really kind of a broad-based action that you are doing?

Andrew, I would say if there’s one channel where we are the most proactive, that’s in food service. We’ve done a lot of rationalization there. You know, as we basically act very proactively from a -- you know, what’s good for us as well as what’s good for our customers but we can tell you there’s -- as you know, there’s pressures in this environment in terms of rationalizing SKUs, clean assortment, whatever you want to call it. We’ve been very, very proactive in this regard. You know, we have a number of number one brands where this could potentially, and we’ve already seen it, benefit us as we get the assortment clarified. But I think the real key is eliminating your own SKUs when they’ve got marginal velocities -- again, we do that very proactively. We’ve taken out several hundred SKUs, I would say, in the last few months in our active SKU management program and the real benefit there shows up in better real estate for your top-performing SKUs, which leads to less out-of-stocks and clearly supply chain efficiencies.

Okay, and on that front, I’m assuming we should continue to expect some of this going forward to some extent, not just from you but I would assume more broadly?

Yeah, I think you will see this trend continue and overall I think if we all manage it the way that we see it happening, I think it could end up being a plus for the whole industry.

Great, and then just one on productivity -- you’ve upped your full year productivity save estimate and even on that higher number, it’s obviously a big number but when you look at it, if you benchmark that let’s say across what a lot of other food peers are doing, whether it’s percent of cost of goods or percent of sales, what have you, there are some that have recently upped their productivity saves to even levels above that. And given from where ConAgra is kind of coming from in this process with your pipeline, I’m just curious of your shots around that. I mean, is part of this just wanting to go at it in a way where it doesn’t create some supply chain issues that you may have had a year or two ago? Or -- I want to get your thoughts on that.

Well, I’ll tell you what, Andrew, we feel very, very good about the momentum and the trends in our productivity being very, very sustainable. We’ve got a very long runway and I think you will see us continue to put really good numbers up there.

We’ll hear now from Eric Katzman and Deutsche Bank.

Good morning, everybody. I’ve got a few questions. Just first on -- I know it’s kind of a hodge-podge of stuff but corporate unallocated was a lot better than I had expected. Is that some of the productivity coming through and is there any kind of forecast for that number?

I guess first of all it’s fairly consistent with our plans. It was actually -- there’s a number of things that run through corporate. I think in terms of if you are trying to look at it in isolation, we typically start out the year somewhere in about the mid 300s, so 350 to 375 and to the extent that we have changes such as incentive accruals and changes in allocations, that number can move around. But that’s kind of how we look at it year to year.

So 300 is still a good number to kind of think about for the full year?

I think you ought to be looking probably in the range of 350 to 375, pending further changes.

Okay, and the I’m just kind of wondering, Gary, if you could talk a little bit about promotion and the efficiency thereof. I mean, it seems like sequentially your kind of price mix top line component decelerated quite a bit and I’m kind of wondering is that because you kind of felt necessary to spend more back into the business or just maybe help me with that a little bit and then I have one last follow-up.

Eric, it’s really not as you suggested, that we are spending a lot more trade money. It’s really the overlap so we took a lot of, as the industry did, a lot of pricing last year. That’s not the case as we go forward so overall we would say that trade spending has ticked up just slightly as we have been very proactive getting the right price points at the shelf but remember again the base prices are also higher. We’ve lowered some list prices where the predominant costs are commodity inputs like oil or margarine spreads or egg beaters but very importantly we’ve got a new and improved trade spend system that gives us better analytics, better controls, more efficient and more effective spending, so I would say overall our pricing analytics are much better than they were 18 months ago and we are very satisfied with where we are as it pertains to trade spend.

Okay, and then last kind of more of a strategic question for you, Gary -- I guess you’ve been there a couple of years, you’ve done a lot of good things for the company in what’s been a very volatile environment. You’ve scaled back the portfolio and you now -- you know you have a good balance sheet because you sold trading and merchandising very well. I’m just kind of wondering in terms of the argument of scale versus focus with what’s kind of recently been announced in terms of M&A in the industry. Where do you see the company in terms of M&A? Do you think you are more of a targeted buyer or do you think that the company would be helped longer term via greater scale? Maybe if you could just kind of talk a little bit about that.

I’d say we are very pleased with the foundation building that we’ve done over the last few years and we are a much stronger operating company than we were before but we are still focused on just being a really good operating company and doing the things that are really in our control so I really can’t speculate. As we go forward, we are just going to work on continuing to be the best company that we can be.

We’ll move now to Christopher Growe with Stifel Nicolaus.

Good morning. I just wanted to ask you first if I could, Gary, on the SKU rationalization -- we’ve heard a lot of that being prompted by retailers, in particular some big retailers. I just wonder if you could speak to what you are seeing, kind of if any of this has been prompted by retail and I am more interested in what this has meant for your shelf space -- as you take these products off, are you filling right back up? Are you gaining more shelf space? How’s that working at maybe some of the big retailers?

We are really attacking it systematically, almost category by category, very proactively so we have gone in and had a number of customer calls with our team on the first half dozen or so key categories that we operate in and that has been received extremely well because we are taking very much a win-win focus. So it’s really all about how does the customer win in terms of making that category more productive, more profitable, and we have seen things like better assortment on our products where our top performing SKUs have better shelf space, more holding power, supply chain efficiencies that come through. But I think the key is to make sure that it’s us -- it’s our idea for the most part. There is not a material critical mass impact from customers that are coming to us and discontinuing products. We’ve seen -- if you just want to take a few of our categories like canned pasta with Chef Boyardee or popcorn with Orville Redenbacher and ACT II, or tomato with Huntz and Rotel, we’ve seen big wins there with customers as we’ve gone in and made our recommendations as to how those categories could be the most productive, so we are feeling very good and a lot of it is based on the fact that our tools and our analytics are so much better than they used to be. That’s really the key.

Okay, and then if I could ask as well on the consumer foods business, you had mentioned that there was some positive mix there. Was that just a function of the products you are selling essentially or were the new products actually mix-enhancing for you? And related to that, I’m just curious how promotion fared in the quarter for consumer foods. Is that really picking up a little bit here as you are seeing some cost deflation in some categories?

Well, first I would say the answer on mix is yes yes. We are selling a great mix of products that are stronger margin. The new products that we are selling are margin accretive, so that’s all good for mix. And in terms of trade promotion, again I would say up very slightly but I think it’s really all about getting more for the dollars that we are spending versus just taking the prices deeper. So our pricing analytics are far better and we are feeling very good about where we are on the shelf with our customers having been very proactive on that front.

Thank you.

Our next question comes from Ed Roche with Soleil Securities.

Good morning. I wanted to ask you if you could address kind of the SG&A level, which was fairly high. You mentioned [inaudible] comp was up but it was still one of the highest levels, Q1 levels in about four years. I was just wondering, is there any spending on productivity initiatives that are encompassing that increase?

I’m sorry, I didn’t catch that last part of that. Could you repeat the last part of your question?

Is there any spending on productivity initiatives, you know, whatever form those might take that will eventually lead to lower costs that are encompassed in that SG&A number?

I would say there are some modest costs in SG&A related to productivity efforts. I don’t know that that’s a significant delta year over year. With respect to the anatomy of our SG&A in total, what I would remind you is the two big drivers of the increase in SG&A are incentives are higher this year based upon relatively better -- relatively good performance this year versus last year at this time our performance was not as good but as I also I think previously commented, the other significant impact in terms of that year-over-year increase in SG&A is the fact that last year’s number had been reduced to reflect the several gains that we had recorded in SG&A. The most significant of which was the sale of our [Pemican] brand, which had about a $20 million gain in the prior year. There were actually also some other smaller gains in that number, so the absolute recorded number was driven by those two items.

All right, thanks. The rest of my questions have been answered. Thanks very much.

We’ll move on to Todd Duvick with Banc of America Merrill Lynch.

Good morning. I wanted to clarify on the capital spending, I’m not sure I understood this correctly. It sounded like you were reiterating $475 million full-year CapEx and so my question is was that inclusive of the new sweet potato plant and the Slim Jim rebuild or are those in addition to that?

Those are -- the 475 is not inclusive. That was our plan coming into the year and we obviously had the Slim Jim incident, which was not obviously in plan, and then the sweet potato we accelerated the decision to make that strategic investment, so those are incremental. We did also feel like we should highlight that there are some funding sources for some of those incremental amounts versus just normal operations.

Right, okay. Yeah, I did catch that. And so I guess overall you’re increasing CapEx guidance $125 million but as you mentioned, you’ve got some sourcing for some of that. But also you mentioned $100 million improvement in cash flow because of better working capital management. So I guess where I’m going with all of this is if cash flow is going to be up, capital spending is also going to be up. Do you expect to generate free cash flow after CapEx and dividends for the year?

Yes, we do. I don’t have the numbers in front of me right now but we would expect that to be the case.

Okay, and then I guess a final question related to that in terms of your free cash flow priorities, you haven’t been buying back shares for about a year now, so what are your priorities going forward for free cash flow, whether they be for the share buy-backs, M&A, or just accumulating cash on the balance sheet and possibly debt pay down?

Well, I think probably a number of those things will be under consideration. I think as we’ve commented previously, we are committed to a strong investment grade credit rating, and especially in this environment we think a strong balance sheet and liquidity is at a premium. We are also committed to healthy dividend and then from there, I think as we accumulate cash, we will look at a variety of options. M&A, you know, I think internal growth opportunities such as the sweet potato opportunity we just capitalized on. We’ll probably also look at investments in efficiency but we’ll benchmark a lot of that against share buy-back and also consider whether or not there are any debt retirements that would be attractive. So I think we will be evaluating all those options as we have the cash available.

Terry Bivens from J.P. Morgan has our next question.

Good morning, everyone. Just a couple of questions on individual projects -- Gary, it looks like you guys were a little more aggressive this summer in maybe locking up some of the merchandising events with ketchup. Is ketchup something you’ve decided to kind of change strategy on and get more aggressive across the board?

Ketchup is a small piece of our business. We decided on a particular strategy that was a win-win for ourselves and the customer and we basically stuck with that strategy and it has worked. In this environment, it’s something that the customers have really come to us with and we responded and it’s turned into a win-win but again, it is not a big priority for us. It’s not a major piece of business for us.

Okay, and just with regard to banquet, I mean, obviously you’ve done a good job here with Healthy Choice. I was a little bit surprised to see banquet listed among those posted a decline, particularly if you kind of look at the economic context. What was going on with that one?

Yeah, I would say most of that is timing, Terry, so I think certainly as we watch what’s transpiring as we speak, the banquet business looks very healthy. I would say that’s more timing than anything else. The underlying trends of the core business are good.

Okay. Thank you very much.

Your next question comes from Kevin [Buller] with Morgan Stanley.

You guys have made some comments regarding your cash flow. I think you said your working capital improved, et cetera. Can you just tell us what the actual cash flow from operations number is? And then I have a second question regarding M&A -- I think, Gary, you had said that you are focused on [what you can control] but prior to the financial crisis, I think you had talked a lot about trying to make some acquisitions. Is the constraint right now getting funding or has your appetite for acquisitions actually diminished?

Our appetite for acquisitions is about the same and it’s really about tuck-in acquisitions where we know we can make it work like some of the things we’ve done over the last year or two, so we are always looking for things like that but what we are not in the market for is a major transaction. So we are always looking for things that can enable us to grow.

On the cash flow questions, more details will be in the 10-Q. I would expect cash flow from operating activities to be in the range of $250 million for the quarter and for the full year, we currently would expect that number to be in the range of $1.1 billion.

Okay, great. Thank you.

We will now take a follow-up question from David Driscoll with Citi Investment Research.

Great. Thanks for taking the follow-up. I just wanted to ask a little bit more detail on the inflation outlook. I believe on the last call you guys had said that the inflation was going to be something like low-single-digit inflation but it is coming in below those -- I think you said in your prepared comments it was better than expected for the quarter, so there’s two questions here -- one big picture for the year, do you -- would you say that inflation is close to zero? And then for the quarter itself, it actually looks to me like it was a deflationary quarter -- is that correct?

Actually, it was pretty much flat for the quarter, I’d say -- John, is that accurate?

Yeah, I think the other thing just to keep in mind is that, as I commented, some of the deflation or lower costs are in categories such as vegetable oil where we tend to have to pass that back through in products like Wesson Oil pricing, so I think if you looked at the whole group without those products, we’re probably still slightly in the low-single-digits in terms of inflation.

And you expect that for the year?

At this point, I don’t have a better estimate other than looking at the full year in that way.

Great. Thank you very much.

We have another follow-up from Eric Katzman with Deutsche Bank.

Thanks for taking the follow-up. Just a question on the -- I think you said international hit the top line by 1% but hit the -- hit EBIT by 6%. Is that on a consolidated basis because if I try to do the math on how you used to -- when you used to break out international, it would seem that that would mean that international is kind of running at like a 20% or so margin, which just seems a lot higher than when you used to break it out when it had about a 10% margin, so did I get that right that it was a 6% hit to consolidated EBIT?

No, the impact I was speaking of was on the consumer side. It was about 6% to the consumer operating profit and that includes not just translation but also transaction gains and losses related to that business that passed through cost of goods sold.

Okay. All right, thanks for the clarification.

There are not further questions. Mr. Klinefelter, I will hand the conference back to you for final remarks or closing comments.

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

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