All future cash payments required under our noncancelable leasing arrangements having remaining noncancelable lease terms of more than one year are reflected in the “contractual obligations” table above under “—Obligations and Commitments.”

RELATED PARTY TRANSACTIONS

ConAgra Foods’ executive, finance, tax and other corporate departments have historically performed services for the ConAgra Agricultural Products Business, and, pursuant to the Seller Transition Services Agreement described in “Certain Relationships and Related Transactions—Ancillary Agreements—Transition Services Agreements,” performed certain administrative and other services for us. The Seller Transition Services Agreement was terminated in accordance with its terms on September 30, 2004. Expenses incurred by ConAgra Foods and allocated to the ConAgra Agricultural Products Business were historically determined based on the specific services that were provided or were allocated based on ConAgra Foods’ investment in the ConAgra Agricultural Products Business in proportion to ConAgra Foods’ total investment in its subsidiaries. In addition, ConAgra Foods charged the ConAgra Agricultural Products Business finance charges on ConAgra Foods’ investment in and advances to the ConAgra Agricultural Products Business. We believe that such expense allocations were reasonable. It is not practical to estimate the expenses that would have been incurred by the ConAgra Agricultural Products Business if it had been operated on a stand-alone basis. Corporate allocations for the twenty-six weeks ended August 24, 2003 totaled $14.4 million, of which $6.1 million represented selling, general and administrative charges and $8.3 million represented finance charges.

As part of the Acquisition, we entered into the Buyer Transition Services Agreement described in “Certain Relationships and Related Transactions—Ancillary Agreements—Transition Services Agreements,” with ConAgra Foods pursuant to which ConAgra Foods would provide certain information technology and other administrative services to us for a period of one year. As consideration for these services, we paid ConAgra Foods $7.5 million. For the twenty-seven week periods ended August 29, 2004, $3.8 million, in expense was recognized by us for services performed pursuant to this agreement. The Buyer Transition Services Agreement expired in accordance with its terms on November 24, 2004.

Under the terms of our Management Agreement (as defined in “Certain Relationships and Related Transactions—Ancillary Agreements—Apollo Management Consulting Agreement”) we retained Apollo to provide certain management consulting and financial advisory services, for which we paid Apollo an annual management fee of $1.0 million in quarterly payments of $250,000. In addition, as consideration for arranging the Acquisition and services pertaining to certain related financing transactions, we paid Apollo a fee of $5.0 million in January 2004, which was accounted for as part of the Acquisition. The Management Agreement was terminated in connection with the Common Stock Offering.

MARKET RISK

The principal market risk affecting our business has been exposure to changes in energy prices and, to a lesser extent, foreign currency risks. We are currently exposed to market risks including exposure to changes in energy prices, with respect to which we currently pay market rates.

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