##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the quarterly period ended January 22, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from
 Commission file number 0-1667
 Bob Evans Farms, Inc.
 
 Delaware
    
    31-4421866(State or other jurisdiction of incorporation
    
    (I.R.S. Employeror organization)
    
    Identification No.)
 
 
 
  þ o
 o o
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o  o þ




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TABLE OF CONTENTS  BOB EVANS FARMS, INC. PART I  FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF INCOMEUNAUDITEDCONSOLIDATED STATEMENTS OF CASH FLOWSUNAUDITEDITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS.ITEM 1A. RISK FACTORS.ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.ITEM 3. DEFAULTS UPON SENIOR SECURITIES.ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.ITEM 5. OTHER INFORMATION.ITEM 6. EXHIBITS.SIGNATURESINDEX TO EXHIBITSEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 BOB EVANS FARMS, INC.
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
 Dollars in thousandsUnauditedJan. 22, 2010
    
    
    April 24, 2009AssetsCurrent AssetsCash and equivalents
    
    $
    19,782
    
    
    $
    30,134Accounts receivable
    
    
    23,946
    
    
    
    23,045Inventories
    
    
    26,093
    
    
    
    31,087Deferred income taxes
    
    
    11,211
    
    
    
    11,211Prepaid expenses
    
    
    2,647
    
    
    
    1,311Total Current Assets
    
    
    83,679
    
    
    
    96,788Property, Plant and Equipment
    
    
    1,665,907
    
    
    
    1,630,268Less accumulated depreciation
    
    
    685,586
    
    
    
    627,576Net Property, Plant and Equipment
    
    
    980,321
    
    
    
    1,002,692Other AssetsDeposits and other
    
    
    5,039
    
    
    
    4,856Long-term investments
    
    
    21,992
    
    
    
    15,936Goodwill
    
    
    1,567
    
    
    
    1,567Other intangible assets
    
    
    41,721
    
    
    
    42,337Total Other Assets
    
    
    70,319
    
    
    
    64,696$
    1,134,319
    
    
    $
    1,164,176Liabilities and Stockholders EquityCurrent LiabilitiesLines of credit
    
    $
    24,754
    
    
    $
    67,000Current maturities of long-term debt
    
    
    26,905
    
    
    
    26,904Accounts payable
    
    
    42,725
    
    
    
    43,584Federal and state income taxes
    
    
    3,187
    
    
    
    9,867Accrued nonincome taxes
    
    
    22,961
    
    
    
    22,670Accrued wages and related liabilities
    
    
    28,556
    
    
    
    32,888Self-insurance
    
    
    25,841
    
    
    
    23,833Deferred revenue
    
    
    21,461
    
    
    
    14,103Other accrued expenses
    
    
    22,595
    
    
    
    21,484Total Current Liabilities
    
    
    218,985
    
    
    
    262,333Long-Term LiabilitiesDeferred compensation
    
    
    24,628
    
    
    
    19,808Federal and state income taxes
    
    
    13,367
    
    
    
    13,605Deferred income taxes
    
    
    78,126
    
    
    
    70,883Deferred rent
    
    
    24,190
    
    
    
    23,649Long-term debt
    
    
    149,287
    
    
    
    176,192Total Long-Term Liabilities
    
    
    289,598
    
    
    
    304,137Stockholders EquityCommon stock, $.01 par value; authorized 100,000,000 shares;
issued 42,638,118 shares at Jan. 22, 2010, and April 24, 2009
    
    
    426
    
    
    
    426Capital in excess of par value
    
    
    178,829
    
    
    
    173,970Retained earnings
    
    
    772,775
    
    
    
    738,668Treasury stock, 12,160,333 shares at Jan. 22, 2010, and 11,925,872 shares at
April 24, 2009, at cost
    
    
    (326,294
    )
    
    
    (315,358
    )Total Stockholders Equity
    
    
    625,736
    
    
    
    597,706$
    1,134,319
    
    
    $
    1,164,176
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CONSOLIDATED STATEMENTS OF INCOME  UNAUDITED
 (Dollars in thousands, except per share amounts)Three Months Ended
    
    
    Nine Months EndedJan. 22, 2010
    
    
    Jan. 23, 2009
    
    
    Jan. 22, 2010
    
    
    Jan. 23, 2009Net Sales
    
    $
    429,823
    
    
    $
    443,773
    
    
    $
    1,284,150
    
    
    $
    1,319,515Cost of sales
    
    
    134,241
    
    
    
    139,619
    
    
    
    383,045
    
    
    
    407,234Operating wage and fringe benefit expenses
    
    
    144,608
    
    
    
    147,999
    
    
    
    443,630
    
    
    
    451,081Other operating expenses
    
    
    68,020
    
    
    
    69,971
    
    
    
    208,198
    
    
    
    214,735Selling, general and administrative expenses
    
    
    33,449
    
    
    
    43,980
    
    
    
    108,065
    
    
    
    120,145Depreciation and amortization expense
    
    
    21,112
    
    
    
    20,676
    
    
    
    62,773
    
    
    
    60,990Goodwill and other intangibles impairment
    
    
    
    
    
    
    67,962
    
    
    
    
    
    
    
    67,962Operating Income (Loss)
    
    
    28,393
    
    
    
    (46,434
    )
    
    
    78,439
    
    
    
    (2,632
    )Net interest expense
    
    
    2,511
    
    
    
    3,196
    
    
    
    7,788
    
    
    
    9,515Income (Loss) Before Income Taxes
    
    
    25,882
    
    
    
    (49,630
    )
    
    
    70,651
    
    
    
    (12,147
    )Provision for income taxes
    
    
    7,915
    
    
    
    1,738
    
    
    
    21,087
    
    
    
    14,073Net Income (Loss)
    
    $
    17,967
    
    
    $
    (51,368
    )
    
    $
    49,564
    
    
    $
    (26,220
    )Earnings (Loss) Per Share  Basic
    
    $
    0.58
    
    
    $
    (1.67
    )
    
    $
    1.60
    
    
    $
    (0.85
    )Earnings (Loss) Per Share  Diluted
    
    $
    0.58
    
    
    $
    (1.67
    )
    
    $
    1.60
    
    
    $
    (0.85
    )Cash Dividends Paid Per Share
    
    $
    0.18
    
    
    $
    0.16
    
    
    $
    0.50
    
    
    $
    0.44
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CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 (Dollars in thousands)Nine Months EndedJan. 22, 2010
    
    
    Jan. 23, 2009Operating activities:Net income (loss)
    
    $
    49,564
    
    
    $
    (26,220
    )Adjustments to reconcile net income (loss) to net
cash provided by operating activities:Depreciation and amortization
    
    
    62,773
    
    
    
    60,990Goodwill and other intangibles impairment
    
    
    0
    
    
    
    67,962Loss on disposal/impairment of assets
    
    
    1,486
    
    
    
    5,994(Gain) loss on long-term investments
    
    
    (4,589
    )
    
    
    5,228Deferred compensation
    
    
    4,820
    
    
    
    (5,487
    )Compensation expense attributable to stock plans
    
    
    6,309
    
    
    
    5,589Deferred income taxes
    
    
    7,243
    
    
    
    (5,619
    )Deferred rent
    
    
    541
    
    
    
    1,079Cash provided by (used for) current assets
and current liabilities:Accounts receivable
    
    
    (901
    )
    
    
    (7,246
    )Inventories
    
    
    4,994
    
    
    
    3,510Prepaid expenses
    
    
    (1,336
    )
    
    
    (1,231
    )Accounts payable
    
    
    (859
    )
    
    
    1,405Federal and state income taxes
    
    
    (6,918
    )
    
    
    875Accrued wages and related liabilities
    
    
    (4,332
    )
    
    
    (7,220
    )Self-insurance
    
    
    2,008
    
    
    
    3,076Accrued nonincome taxes
    
    
    291
    
    
    
    (3,455
    )Deferred revenue
    
    
    7,358
    
    
    
    7,430Other accrued expenses
    
    
    1,111
    
    
    
    989Net cash provided by operating activities
    
    
    129,563
    
    
    
    107,649Investing activities:Purchase of property, plant and equipment
    
    
    (41,603
    )
    
    
    (74,208
    )Proceeds from sale of property, plant and equipment
    
    
    385
    
    
    
    3,507Purchase of long-term investments
    
    
    (1,521
    )
    
    
    (2,045
    )Other
    
    
    (183
    )
    
    
    (145
    )Net cash used in investing activities
    
    
    (42,922
    )
    
    
    (72,891
    )Financing activities:Cash dividends paid
    
    
    (15,457
    )
    
    
    (13,512
    )Payments on lines of credit
    
    
    (42,246
    )
    
    
    (52,100
    )Proceeds from debt issuance
    
    
    0
    
    
    
    70,000Principal payments on long-term debt
    
    
    (26,904
    )
    
    
    (26,904
    )Purchase of treasury stock
    
    
    (15,600
    )
    
    
    (5,374
    )Proceeds from issuance of treasury stock
    
    
    3,017
    
    
    
    2,418Excess tax benefits from stock-based compensation
    
    
    197
    
    
    
    288Net cash used in financing activities
    
    
    (96,993
    )
    
    
    (25,184
    )(Decrease) increase in cash and equivalents
    
    
    (10,352
    )
    
    
    9,574Cash and equivalents at the beginning of the period
    
    
    30,134
    
    
    
    22,541Cash and equivalents at the end of the period
    
    $
    19,782
    
    
    $
    32,115
  -4-




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 UNAUDITED
 Unaudited Consolidated Financial Statements
  Earnings Per Share
   (in thousands)Three Months Ended
    
    
    Nine Months EndedJan. 22, 2010
    
    
    Jan. 23, 2009
    
    
    Jan. 22, 2010
    
    
    Jan. 23, 2009Basic
    
    
    30,843
    
    
    
    30,724
    
    
    
    30,896
    
    
    
    30,758Effect of dilutive
stock options
    
    
    93
    
    
    
    0
    
    
    
    98
    
    
    
    0Diluted
    
    
    30,936
    
    
    
    30,724
    
    
    
    30,994
    
    
    
    30,758
 Stock-Based Compensation
  Industry Segments
  -5-




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(in thousands)Three Months Ended
    
    
    Nine Months EndedJan. 22, 2010
    
    
    Jan. 23, 2009
    
    
    Jan. 22, 2010
    
    
    Jan. 23, 2009SalesRestaurant operations
    
    $
    343,037
    
    
    $
    359,190
    
    
    $
    1,048,237
    
    
    $
    1,084,563Food products
    
    
    96,194
    
    
    
    93,955
    
    
    
    262,092
    
    
    
    262,179439,231
    
    
    
    453,145
    
    
    
    1,310,329
    
    
    
    1,346,742Intersegment sales of food products
    
    
    (9,408
    )
    
    
    (9,372
    )
    
    
    (26,179
    )
    
    
    (27,227
    )Total
    
    $
    429,823
    
    
    $
    443,773
    
    
    $
    1,284,150
    
    
    $
    1,319,515Operating income (loss)Restaurant operations
    
    $
    24,893
    
    
    $
    (50,689
    )
    
    $
    61,605
    
    
    $
    (13,759
    )Food products
    
    
    3,500
    
    
    
    4,255
    
    
    
    16,834
    
    
    
    11,127Total
    
    $
    28,393
    
    
    $
    (46,434
    )
    
    $
    78,439
    
    
    $
    (2,632
    )
 New Accounting Pronouncements
     Taxes
  -6-




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Long-Term Debt
   Goodwill and Other Intangibles Impairment
     Food(in thousands)
    
    Restaurant
    
    
    ProductsSegment
    
    
    Segment
    
    
    TotalBalance at April 25, 2008
    
    $
    56,162
    
    
    $
    1,567
    
    
    $
    57,729Impairment in third quarter
    
    
    (56,162
    )
    
    
    0
    
    
    
    (56,162
    )Balance at January 23, 2009
    
    $
    0
    
    
    $
    1,567
    
    
    $
    1,567Balance at January 22, 2010
    
    $
    0
    
    
    $
    1,567
    
    
    $
    1,567
 Other Impairment
  -7-




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Financial Instruments
  Reclassifications
  -8-




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Results of Operations
 General Overview
    -9-




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(dollars in thousands)
    
    Consolidated Results
    
    
    Restaurant Segment
    
    
    Food Products SegmentQ3 2010
    
    
    Q3 2009
    
    
    Q3 2010
    
    
    Q3 2009
    
    
    Q3 2010
    
    
    Q3 2009Net sales
    
    $
    429,823
    
    
    $
    443,773
    
    
    $
    343,037
    
    
    $
    359,190
    
    
    $
    86,786
    
    
    $
    84,583Operating income (loss)
    
    $
    28,393
    
    
    $
    (46,434
    )
    
    $
    24,893
    
    
    $
    (50,689
    )
    
    $
    3,500
    
    
    $
    4,255Cost of sales
    
    
    31.2
    %
    
    
    31.5
    %
    
    
    24.4
    %
    
    
    25.1
    %
    
    
    58.3
    %
    
    
    58.6
    %Operating wages
    
    
    33.7
    %
    
    
    33.3
    %
    
    
    39.1
    %
    
    
    38.7
    %
    
    
    12.0
    %
    
    
    10.6
    %Other operating
    
    
    15.8
    %
    
    
    15.8
    %
    
    
    18.4
    %
    
    
    18.4
    %
    
    
    5.5
    %
    
    
    4.7
    %S,G&A
    
    
    7.8
    %
    
    
    9.9
    %
    
    
    5.4
    %
    
    
    7.8
    %
    
    
    17.3
    %
    
    
    18.7
    %Depr. & amort.
    
    
    4.9
    %
    
    
    4.7
    %
    
    
    5.4
    %
    
    
    5.2
    %
    
    
    2.9
    %
    
    
    2.4
    %Goodwill & other intangibles
impairment
    
    
    0
    %
    
    
    15.3
    %
    
    
    0
    %
    
    
    18.9
    %
    
    
    0
    %
    
    
    0
    %Operating income (loss)
    
    
    6.6
    %
    
    
    (10.5
    )%
    
    
    7.3
    %
    
    
    (14.1
    )%
    
    
    4.0
    %
    
    
    5.0
    %
  
    
    Consolidated and restaurant results for the third quarter of fiscal 2009
included a pretax charge of $68.0 million related to the impairment of goodwill ($56.2
million) and other intangible assets ($11.8 million) for Mimis that is reflected
separately on the Consolidated Statements of Income.
    
    Consolidated and restaurant results for the third quarter of fiscal 2009
included pretax charges of $0.8 million related to severance and retirement costs that are
reflected in selling, general and administrative expenses (S,G&A).
    
    Consolidated and restaurant results for the third quarter of fiscal 2009
included net pretax gain of $0.3 million and on asset disposals that are reflected in
S,G&A.
    
    Consolidated and restaurant results for the third quarter of fiscal 2009
included a pretax charge of $6.4 million related to underperforming restaurants that are
reflected in S,G&A.
    
    Consolidated and food products results for the third quarter of fiscal 2009
included a pretax charge of $0.4 million for unusable spare parts. This charge was
reflected in other operating expenses.
 Restaurant Segment Overview
   Food Products Segment Overview
  -10-




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Sales
      -11-




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Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20101st quarter
    
    
    570
    
    
    
    0
    
    
    
    1
    
    
    
    5692nd quarter
    
    
    569
    
    
    
    0
    
    
    
    0
    
    
    
    5693rd quarter
    
    
    569
    
    
    
    0
    
    
    
    0
    
    
    
    569Fiscal 20091st quarter
    
    
    571
    
    
    
    0
    
    
    
    0
    
    
    
    5712nd quarter
    
    
    571
    
    
    
    0
    
    
    
    1
    
    
    
    5703rd quarter
    
    
    570
    
    
    
    0
    
    
    
    1
    
    
    
    5694th quarter
    
    
    569
    
    
    
    1
    
    
    
    0
    
    
    
    570
  Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20101st quarter
    
    
    144
    
    
    
    0
    
    
    
    0
    
    
    
    1442nd quarter
    
    
    144
    
    
    
    1
    
    
    
    0
    
    
    
    1453rd quarter
    
    
    145
    
    
    
    1
    
    
    
    0
    
    
    
    146Fiscal 20091st quarter
    
    
    132
    
    
    
    3
    
    
    
    0
    
    
    
    1352nd quarter
    
    
    135
    
    
    
    4
    
    
    
    0
    
    
    
    1393rd quarter
    
    
    139
    
    
    
    2
    
    
    
    0
    
    
    
    1414th quarter
    
    
    141
    
    
    
    3
    
    
    
    0
    
    
    
    144
  Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20101st quarter
    
    
    714
    
    
    
    0
    
    
    
    1
    
    
    
    7132nd quarter
    
    
    713
    
    
    
    1
    
    
    
    0
    
    
    
    7143rd quarter
    
    
    714
    
    
    
    1
    
    
    
    0
    
    
    
    715Fiscal 20091st quarter
    
    
    703
    
    
    
    3
    
    
    
    0
    
    
    
    7062nd quarter
    
    
    706
    
    
    
    4
    
    
    
    1
    
    
    
    7093rd quarter
    
    
    709
    
    
    
    2
    
    
    
    1
    
    
    
    7104th quarter
    
    
    710
    
    
    
    4
    
    
    
    0
    
    
    
    714
  -12-




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Cost of Sales
    Operating Wage and Fringe Benefit Expenses
    -13-




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Other Operating Expenses
    Selling, General and Administrative Expenses
  Three Months Ended
    
    Nine Months Ended(in thousands)
    
    Jan. 23, 2009
    
    Jan. 23, 2009Fixed-asset impairment charges
    
    $
    6,444
    
    
    $
    6,444Dispute settlement charge
    
    
    0
    
    
    $
    675Severance & retirement costs
    
    $
    801
    
    
    $
    801Gains on sale of real estate
    
    $
    323
    
    
    $
    1,033
   Goodwill and Other Intangibles Impairment
   -14-




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Interest
  Three Months Ended
    
    
    Nine Months Ended(dollars in thousands)
    
    Jan. 22, 2010
    
    
    Jan. 23, 2009
    
    
    Jan. 22, 2010
    
    
    Jan. 23, 2009Gross interest expense:Fixed-rate debt
    
    $
    2,414
    
    
    $
    2,621
    
    
    $
    7,399
    
    
    $
    7,113Variable-rate debt
    
    
    99
    
    
    
    596
    
    
    
    401
    
    
    
    2,5352,513
    
    
    
    3,217
    
    
    
    7,800
    
    
    
    9,648Gross interest income
    
    
    (2
    )
    
    
    (21
    )
    
    
    (12
    )
    
    
    (133
    )Net interest expense
    
    $
    2,511
    
    
    $
    3,196
    
    
    $
    7,788
    
    
    $
    9,515
  Taxes
   Liquidity and Capital Resources
  -15-




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BEST Brand Builders
  
    
    Win together as a team
    
    Consistently drive sales growth
    
    Improve margins with an eye on customer satisfaction
    
    Be the BEST at operations execution
    
    Increase returns on invested capital
    -16-




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-17-




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Business Outlook
  rd
    -18-




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  
    
    information required to be disclosed by Bob Evans in this Quarterly Report on Form 10-Q
and other reports that Bob Evans files or submits under the Exchange Act would be
accumulated and communicated to Bob Evans management, including its principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure;
    
    information required to be disclosed by Bob Evans in this Quarterly Report on Form 10-Q
and other reports that Bob Evans files or submits under the Exchange Act would be recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms; and
    
    Bob Evans disclosure controls and procedures are effective as of the end of the period
covered by this Quarterly Report on Form 10-Q to ensure that material information relating
to Bob Evans and its consolidated subsidiaries is made known to them, particularly during
the period in which the periodic reports of Bob Evans, including this Quarterly Report on
Form 10-Q, are being prepared.
 Changes in Internal Control Over Financial Reporting
  -19-




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  Leonard Flores, et al. v. SWH
Corporation d/b/a Mimis Café
 Flores
 Edder Diaz and Rosolyn Gray, et al. vs.
SWH Corporation d/b/a Mimis
 Diaz
  
 ITEM 1A. RISK FACTORS.
  -20-




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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
   Total Number of
    
    Maximum Number ofShares Purchased as
    
    Shares that May YetPart of Publicly
    
    be Purchased UnderTotal Number of
    
    Average Price
    
    Announced Plans or
    
    the Plans orPeriod
    
    Shares Purchased
    
    Paid Per Share
    
    Programs
    
    Programs10/24/09-11/20/09
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    1,000,00011/21/09-12/25/09
    
    
    281,093
    
    
    $
    27.42
    
    
    
    281,093
    
    
    
    718,90712/26/09-1/22/10
    
    
    269,725
    
    
    $
    29.27
    
    
    
    269,725
    
    
    
    449,182Total
    
    
    550,818
    
    
    $
    28.32
    
    
    
    550,818
    
    
    
    449,182
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 ITEM 5. OTHER INFORMATION.
  
 ITEM 6. EXHIBITS.
 Exhibit No.
    
    Description
    
    Location10.1
    
    Line of Credit Note from Bob Evans Farms, Inc., an Ohio
corporation, to JPMorgan Chase Bank, N.A. dated December 1, 2009
    
    Incorporated herein by reference to Exhibit
10 to Bob Evans Farms, Inc.s Current
Report on Form
8-K filed December 4, 2009 (File No. 0-1667)31.1
    
    Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)
    
    Filed herewith31.2
    
    Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)
    
    Filed herewith32.1
    
    Section 1350 Certification (Principal Executive Officer)
    
    Filed herewith32.2
    
    Section 1350 Certification (Principal Financial Officer)
    
    Filed herewith
 -21-




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##### Table of Contents



SIGNATURES
  BOB EVANS FARMS, INC.By:
    /s/ Steven A. DavisSteven A. DavisChairman and Chief Executive Officer
(Principal Executive Officer)By:
    /s/ Tod P. Spornhauer*Tod P. Spornhauer*Chief Financial Officer
(Principal Financial Officer) 
 
 *
    
    Tod P. Spornhauer has been duly authorized to sign on behalf of the Registrant as
its principal financial officer. -22-




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##### Table of Contents



Exhibit No.
    
    Description
    
    Location10.1
    
    Line of Credit Note from Bob Evans Farms, Inc., an Ohio
corporation, to JPMorgan Chase Bank, N.A. dated December 1, 2009
    
    Incorporated herein by reference to Exhibit
10 to Bob Evans Farms, Inc.s Current
Report on Form
8-K filed December 4, 2009 (File No. 0-1667)31.1
    
    Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)
    
    Filed herewith31.2
    
    Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)
    
    Filed herewith32.1
    
    Section 1350 Certification (Principal Executive Officer)
    
    Filed herewith32.2
    
    Section 1350 Certification (Principal Financial Officer)
    
    Filed herewith
 -23-