8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

June 24, 2010
Date of report (Date of earliest event reported)

ConAgra Foods, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-7275	47-0248710
(Commission File Number)	(IRS Employer Identification No.)
One ConAgra Drive
Omaha, NE	68102
(Address of Principal Executive Offices)	(Zip Code)

(402) 240-4000
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

          On June 24, 2010, ConAgra Foods, Inc. (the “Company”) issued a press release and posted a question and answer document (“Q&A”) on its website containing information on the Company’s fourth quarter fiscal 2010 financial results. The press release and Q&A are furnished with this Form 8-K as exhibits 99.1 and 99.2, respectively.

          The press release and Q&A include the non-GAAP financial measures of adjusted operating profit for the Consumer Foods segment, adjusted sales for the Consumer Foods segment, adjusted unallocated corporate expense, adjusted diluted earnings per share from continuing operations, adjusted diluted earnings per share and net debt. Management considers GAAP financial measures as well as such non-GAAP financial information in its evaluation of the Company’s financial statements and believes these non-GAAP measures provide useful supplemental information to assess the Company’s operating performance and financial position. These measures are reconciled in the press release and Q&A to the most directly comparable measures as reported in accordance with GAAP, and should be viewed in addition to, and not in lieu of, the Company’s diluted earnings per share and operating performance and financial measures as calculated in accordance with GAAP.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

          Exhibit 99.1 Press Release issued June 24, 2010

          Exhibit 99.2 Questions and Answers

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONAGRA FOODS, INC.
Date: June 24, 2010	By:	/s/ Colleen Batcheler
		Name:	Colleen Batcheler
		Title:	Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit 99.1 Press release issued June 24, 2010

Exhibit 99.2 Questions and Answers

EX-99.1

Exhibit 99.1

News Release

For more information, contact:

Teresa Paulsen            MEDIA

Vice President, Corporate Communication

ConAgra Foods, Inc.

tel: 402-240-5210

Chris Klinefelter            ANALYSTS

Vice President, Investor Relations

ConAgra Foods, Inc.

tel: 402-240-4154

www.conagrafoods.com

FOR IMMEDIATE RELEASE          

CONAGRA FOODS REPORTS STRONG FISCAL 2010 EPS FROM CONTINUING
OPERATIONS AND OPERATING CASH FLOW OF $1.4 BILLION; EXPECTS
STRONG EPS AND CASH FLOW PERFORMANCE IN FISCAL 2011

Fourth Quarter Highlights (vs. year-ago amounts)

Note: Year-ago results include an extra week.

• Diluted EPS from continuing operations was $0.27 as reported. After adjusting for net $0.12 of items impacting comparability, diluted EPS was $0.39 for the quarter.

• Consumer Foods’ sales and volume declined 4% as reported, and increased 3% excluding the benefit of an extra week in the year-ago period.

• Consumer Foods’ operating profit declined 15% as reported and increased 10% excluding items impacting comparability.

• Commercial Foods’ sales and operating profit decreased, partly due to the extra week a year ago; foodservice conditions remain challenging.

• Full year operating cash flow from continuing operations was $1.4 billion, approximately $450 million higher than year-ago amounts.

• Fiscal year 2010 diluted EPS from continuing operations as reported was $1.67; after adjusting for net $0.07 of items impacting comparability, diluted EPS was $1.74 (rounded) for the fiscal year.

• The company expects fiscal 2011 diluted EPS to grow 8-10% from fiscal 2010 comparable diluted EPS of $1.74.

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CONAGRA FOODS
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OMAHA, Neb., June 24, 2010 — ConAgra Foods, Inc., (NYSE: CAG) one of North America’s leading food companies, today reported results for the fiscal 2010 fourth quarter ended May 30, 2010. Diluted EPS from continuing operations was $0.27 compared with $0.38 a year ago. After adjusting for net $0.12 in the current quarter and net $0.03 in the year-ago period from items impacting comparability, current-quarter diluted EPS was $0.39, down from $0.41 for the same period a year ago. The decline was expected, principally due to the extra week in the year-ago period and challenges for the Lamb Weston operations. 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 our fiscal year, posting comparable diluted EPS of $1.74 and generating very strong operating cash flow of $1.4 billion. We grew year-over-year unit and dollar market share in our Consumer Foods segment, reflecting successful sales, innovation, and marketing initiatives. This top-line progress, coupled with cost savings initiatives, allowed us to generate strong earnings, invest for the future, and more than offset challenges affecting our Commercial Foods segment. We are confident that fiscal 2011 will continue to demonstrate our company’s earnings power and ability to generate strong cash flows.”

Consumer Foods Segment (66% of Fiscal 2010 sales)
Branded and non-branded food sold in retail and foodservice channels.

The Consumer Foods segment posted sales of $2,029 million and operating profit of $226 million for the quarter. Sales declined 4% as reported but increased 3% on a comparable 13-week basis. Unit volumes increased 3% on a comparable 13-week basis. Foreign exchange favorably impacted sales growth by 1%.

v	On a comparable 13-week basis, large brands that posted sales growth in the current quarter include Banquet, Chef Boyardee, DAVID, Healthy Choice, Hunt’s, PAM, Peter Pan, Rosarita, Slim Jim, Snack Pack, and others.
v	Sales growth reflects the ongoing benefit of innovation, particularly in the frozen foods operations, as well as high-impact marketing investments over the last several quarters and strengthening customer relationships.
v	More brand details can be found in the Q&A document accompanying this release.

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CONAGRA FOODS
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Operating profit of $226 million was 15% below year-ago amounts as reported. Current-quarter amounts include $69 million of net expense from items impacting comparability; excluding those amounts, current-quarter operating profit was $295 million, up 10% from year-ago amounts. The comparable year-over-year profit improvement primarily reflects strong cost savings efficiencies that more than offset modest input cost inflation. See page 11 for a Regulation G reconciliation of Consumer Foods segment sales and operating profit amounts, which detail the items impacting comparability for those measurements.

Given progress with initiatives involving operating efficiencies, innovation, marketing, and customer service, the company is confident in the strength of the foundation of this segment as it plans for profitable future growth.

Commercial Foods Segment (34% of Fiscal 2010 sales)
Specialty potato, seasonings, blends, flavors, and milled grain products
sold to foodservice and commercial channels worldwide.

Fiscal fourth quarter sales for the Commercial Foods segment were $1,033 million, 6% below last year’s $1,103 million, reflecting the impact of an extra week last year as well as lower flour milling sales in the current quarter due to the pass-through impact of lower underlying wheat costs. Segment operating profit was $111 million, 26% below last year’s $151 million. The profit decline reflects the extra week last year and unfavorable product costs at Lamb Weston resulting from a poor-quality potato crop. Lamb Weston’s weaker profit performance also reflects the impact of a cost allocation process change as previously communicated, which benefited earlier fiscal quarters this year but which negatively impacted the current quarter. Although below last year’s outstanding results, flour milling profits remained very strong from a tight focus on product mix, operating efficiencies, and capitalizing on market opportunities.

As discussed in the company’s press release dated June 7, 2010, the company has entered into an agreement to divest its Gilroy Foods & Flavors dehydrated vegetable operations. The results of those operations have been reclassified from the Commercial Foods segment to discontinued operations for all periods presented.

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CONAGRA FOODS
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Hedging Activities — Beginning in fiscal 2009, the company began to reflect realized and unrealized gains and losses from derivatives (except for those related to the milling operations) used to hedge anticipated commodity consumption in earnings immediately within general corporate expenses. The gains and losses are reclassified from Corporate expense to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold.

The company recorded an immaterial net hedging benefit in unallocated Corporate expense in the current quarter, and $38 million of net hedging benefit in unallocated Corporate expense in the year-ago period. The company identifies the $38 million in prior-year amounts as an item impacting comparability. Hedge amounts are reclassified from unallocated Corporate expense to the operating segments when the underlying commodity being hedged is recognized in segment cost of goods sold.

Other Items

• Corporate expense was $124 million for the quarter and $116 million in the year-ago period. Current-quarter amounts include approximately $14 million of transaction-related costs associated with securing federal tax benefits related to the Delhi, La. sweet potato project. These benefits will be recognized by the company in future years. Current quarter amounts also include approximately $4 million of expense related to restructuring activities. Prior-year amounts include net $12 million of unallocated expense related to commodity hedging and debt retirement charges. Excluding these amounts, current-quarter Corporate expense was $106 million, compared with $104 million for the same period a year ago.

• Equity method investment earnings were $4 million, down from $10 million in the year-ago period. The decline reflects continued difficult market conditions for an international potato joint venture.

• Net interest expense was $39 million in the current quarter, lower than $51 million in the year-ago period largely due to the extra week a year-ago. Interest income from the notes receivable held in connection with the divestiture of the Trading & Merchandising operations benefited the current quarter and the year-ago period by approximately $22 million and $21 million, respectively.

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CONAGRA FOODS
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• The effective tax rate for continuing operations for the quarter was approximately 32%, which was lower than planned due to favorable changes in estimates and settlements, offset in part by unfavorable tax consequences resulting from recently enacted healthcare legislation. The net benefit from this lower rate is cited as an item impacting comparability.

Discontinued Operations

Diluted EPS from discontinued operations was a loss of $0.07 for the quarter. Included in discontinued operations for the quarter are results for the dehydrated vegetable operations, reclassified from the Commercial Foods segment due to their pending sale.

o There was approximately $0.01 of diluted EPS contribution from operating activities for the dehydrated vegetable operations; this contribution was part of the company’s annual EPS guidance.

o The company recognized a pre-tax, non-cash impairment charge of approximately $60 million, or $0.09 loss per share, representing a write-down of the carrying value of the assets to fair value based on the anticipated proceeds from the sale.

Capital Items

During the quarter, the company’s transaction activities included:

o Acquiring Elan Nutrition, a formulator and producer of private label snack and nutrition bars, for approximately $105 million in cash; this transaction was completed during the fourth quarter of fiscal 2010.

o Announcing an agreement to acquire American Pie, LLC, the manufacturer of Marie Callender’s branded frozen pies and fruit cobblers and Claim Jumper branded frozen items; the purchase price is expected to be $130 million in cash; this transaction is expected to close in the first quarter of fiscal 2011, subject to customary closing conditions.

o Announcing an agreement to sell the dehydrated vegetable operations of Gilroy Foods & Flavors, formerly in the Commercial Foods segment, to Olam International for approximately

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CONAGRA FOODS
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$250 million in cash; this transaction is expected to close in the first quarter of fiscal 2011, subject to customary closing conditions.

• During the quarter, ConAgra Foods received $115 million as payment in full of all principal and interest due on the first tranche of notes from Gavilon, LLC, in advance of the scheduled June 19, 2010 maturity date. The notes were received in connection with the divestiture of the company’s Trading & Merchandising operations in fiscal 2009.

• During the quarter, the company repurchased approximately 4 million shares of common stock. The company has $400 million remaining under the $500 million share repurchase authorization communicated earlier this year.

• Dividends for the quarter totaled $89 million versus $85 million in the year-ago period, reflecting a dividend increase earlier in fiscal 2010.

• For the quarter, capital expenditures for property, plant, and equipment were $123 million, compared with $117 million in the year-ago period. Depreciation and amortization expense from continuing operations was approximately $86 million for the quarter; this compares with a total of $79 million in the year-ago period.

• During the quarter, the company made a voluntary $100 million contribution to its pension plans.

Fiscal 2011

Consistent with its long-term EPS goals, the company expects fiscal 2011 diluted EPS, adjusted for items impacting comparability, to reflect 8-10% growth from its fiscal 2010 diluted comparable EPS of $1.74. The company expects the EPS growth to be concentrated in the second half of the fiscal year. This timing largely reflects:

o the raw-material-related cost issues at Lamb Weston, which are expected to improve with the new potato crop, and

o the difficult comparison created by unusually strong net cost savings in the Consumer Foods segment in the first half of fiscal 2010.

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CONAGRA FOODS
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The company also expects cash flow from operations to be approximately $1.2 billion in fiscal 2011.

See page 11 for a Regulation G reconciliation of full year diluted EPS from continuing operations.

Comparable EPS Amounts

Diluted EPS from continuing operations for the fourth quarter of fiscal 2010 was $0.27. The comparable EPS amount of $0.39 is determined by adjusting the $0.27 by the following items (EPS amounts rounded and after tax):

• Approximately $0.05 per diluted share of restructuring expense resulting primarily from the company’s decision to move manufacturing activities in Garner, N.C. to Troy, Ohio, as well as the company’s decision to move administrative functions in Edina, Minn. to Naperville, Ill. These pretax costs of $39 million are classified as $3 million of cost of goods sold and $32 million of selling, general, and administrative expense (SG&A) within the Consumer Foods segment, and $4 million of SG&A costs classified within unallocated Corporate expense.

• Approximately $0.05 per diluted share of impairment charges in the Consumer Foods segment resulting from an updated assessment of manufacturing strategies and the related impact on an existing facility. The $33 million of pretax impairment charge is classified as SG&A expense.

• Approximately $0.02 per diluted share of expense, or $14 million of pretax transaction-related costs associated with securing federal tax benefits related to the Delhi, La. sweet potato project.

• Approximately $0.01 per diluted share of net income tax benefits resulting in a lower-than-planned effective income tax rate.

• $0.01 of diluted EPS was reclassified from the Commercial Foods segment to discontinued operations during the quarter due to the pending divestiture of the dehydrated vegetable operations; these earnings were part of the company’s EPS plans for the year, and the company has included this $0.01 as part of comparable diluted EPS when evaluating progress toward its stated diluted EPS goals.

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CONAGRA FOODS
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Diluted EPS from continuing operations for the fourth quarter of fiscal 2009 was $0.38*. The comparable EPS amount of $0.41 is determined by adjusting the $0.38 by the following items (EPS amounts rounded and after tax):

• Approximately $0.07 per diluted share of expense related to early retirement of debt; this is classified as $50 million of (pre-tax) unallocated Corporate expense.

• Approximately $0.05 per diluted share of net benefit to unallocated Corporate expense resulting from:

o Reclassifying $29 million of net losses on derivatives from unallocated Corporate expense to the operating segments, and

o Generating an additional $9 million of net gains on derivatives used to hedge commodity input costs. This gain was reclassified to the operating segments at a later date when underlying items were recognized in segment results.

• $0.01 of diluted EPS previously in continuing operations was reclassified to discontinued operations based on divestiture plans for the dehydrated vegetable operations announced June 7, 2010. This topic is discussed above and in the 8-K filed with the SEC on June 7, 2010.

*The company estimates a benefit of approximately $0.03 per diluted share due to the extra week in the fourth quarter of fiscal 2009, which enabled additional marketing and innovation investments.

See Page 11 for a Regulation G reconciliation of diluted EPS from continuing operations.

Discussion of Results

ConAgra Foods will host a conference call at 9:30 a.m. EDT today 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 1-888-668-1640 and 1-913-312-0971, respectively. No confirmation or pass code is needed. This conference call also can be accessed live on the Internet at http://investor.conagrafoods.com.

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CONAGRA FOODS
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A rebroadcast of the conference call will be available after 1 p.m. EDT today. 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 4764133. 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.

ConAgra Foods, Inc., (NYSE: CAG) is one of North America’s leading food companies, with brands in 96 percent of America’s households. Consumers find Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt’s, Marie Callender’s, Orville Redenbacher’s, PAM, Peter Pan, Reddi-wip and many ConAgra Foods brands in grocery, convenience, mass merchandise and club stores. ConAgra Foods also has a strong business-to-business presence, supplying frozen potato and sweet potato products as well as other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers. For more information, please visit us at www.conagrafoods.com.

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CONAGRA FOODS
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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; the impact of the accident at the Garner, N.C., manufacturing facility, including the ultimate costs incurred and the amounts received under insurance policies; product pricing; future economic circumstances; industry conditions; the company’s ability to execute its operating plans; the success of the company’s innovation, marketing, and cost-saving initiatives; the 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, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of the company’s common stock, if any; the ability to successfully complete the sale of the Gilroy Foods & Flavors dehydrated and vegetable products business and the acquisition of American Pie, LLC; an increase or decrease in the expected impairment charge required in connection with the sale of the Gilroy Foods & Flavors dehydrated and vegetable products business; 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.

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CONAGRA FOODS
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Regulation G Disclosure

Below is a reconciliation of diluted earnings per share adjusted for items impacting comparability.

Q4 FY10 & Q4 FY09 Diluted EPS — Reconciliation for Regulation G Purposes

	Q4 FY10			Q4 FY09
Diluted EPS from continuing operations	$	0.27		$	0.38
Items impacting comparability:
Diluted EPS from Gilroy Foods & Flavors operations, reclassified to discontinued operations in Q4 FY10, but part of the company’s FY10 EPS guidance		0.01			0.01
Expense related to impairment charge on an existing facility		0.05			—
Expense related to Garner, N.C., and Edina, Minn. restructuring charges		0.05			—
Expense related to tax credit transaction related to Delhi, La. sweet potato facility		0.02			—
Expense related to early retirement of debt		—			0.07
(Benefit) related to unallocated mark-to-market impact of derivatives		—			(0.05	)
(Benefit) of lower-than-planned effective income tax rate		(0.01	)		—
Diluted EPS adjusted for items impacting comparability	$	0.39		$	0.41

FY10 EPS — Reconciliation for Regulation G Purposes

	Total
	FY10
Diluted EPS from continuing operations	$	1.67
Items impacting comparability:
Expense related to unallocated mark-to-market impact of derivatives (Q1)		0.01
(Benefit) related to unallocated mark-to-market impact of derivatives (Q2)		(0.01	)
(Benefit) related to gain on sale of Luck’s brand (Q3)		(0.02	)
(Benefit) related to environmental liability estimates (Q3)		(0.02	)
(Benefit) of lower-than-planned effective income tax rate (Q2, Q3, Q4)		(0.05	)
Diluted EPS from Gilroy Foods & Flavors operations, reclassified to discontinued operations in Q4 FY10, but part of the company’s FY10 EPS guidance (Q4)		0.04
Expense related to Garner, N.C., and Edina, Minn. restructuring charges (Q3, Q4)		0.06
Expense related to impairment charge on an existing facility (Q4)		0.05
Expense related to tax credit transaction related to Delhi, La. sweet potato facility (Q4)		0.02
Rounding included in above items		(0.01	)
Diluted EPS adjusted for items impacting comparability	$	1.74

Consumer Foods Segment

Below is a reconciliation of segment operating profit exclusive of items impacting comparability.

Consumer Foods Segment Operating Profit Reconciliation
(impacted by rounding)

					Year-
					over-year
(Dollars in millions)	Q4 FY10		Q4 FY09		% change
Consumer Foods Segment Operating Profit	$	226	$	268		-15	%
Impairment charge related to an existing facility		33		—
Restructuring charges related to Garner, N.C., and Edina, Minn.		36		—
Consumer Foods Segment Adjusted Operating Profit	$	295	$	268		10	%

Consumer Foods Segment Sales

Our calculation of Consumer Foods fourth quarter sales, adjusted for the impact of the extra week in the prior year’s fourth quarter, estimates a 7% benefit from the extra week of sales in the year-ago period.

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CONAGRA FOODS
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ConAgra Foods, Inc.

Segment Operating Results
(in millions)

	FOURTH QUARTER
	13 Weeks Ended			14 Weeks Ended
	May 30, 2010			May 31, 2009			Percent Change
SALES
Consumer Foods	$	2,029.3		$	2,121.5			(4.3	)%
Commercial Foods		1,033.2			1,102.8			(6.3	)%
Total		3,062.5			3,224.3			(5.0	)%
OPERATING PROFIT
Consumer Foods	$	226.4		$	267.5			(15.4	)%
Commercial Foods		111.4			151.2			(26.3	)%
Total operating profit for segments		337.8			418.7			(19.3	)%
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		(123.8	)		(116.4	)		6.4	%
Interest expense, net		(38.8	)		(51.3	)		(24.4	)%
Income from continuing operations before income taxes and equity method investment earnings	$	175.2		$	251.0			(30.2	)%

Segment operating profit excludes general corporate expense, equity method investment earnings, and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

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CONAGRA FOODS
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ConAgra Foods, Inc.

Segment Operating Results
(in millions)

	YEAR-TO-DATE
	52 Weeks Ended			53 Weeks Ended
	May 30, 2010			May 31, 2009			Percent Change
SALES
Consumer Foods	$	8,001.9		$	7,978.6			0.3	%
Commercial Foods		4,077.5			4,447.5			(8.3	)%
Total		12,079.4			12,426.1			(2.8	)%
OPERATING PROFIT
Consumer Foods	$	1,112.6		$	949.4			17.2	%
Commercial Foods		539.0			542.6			(0.7	)%
Total operating profit for segments		1,651.6			1,492.0			10.7	%
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		(406.4	)		(393.6	)		3.3	%
Interest expense, net		(160.4	)		(186.0	)		(13.8	)%
Income from continuing operations before income taxes and equity method investment earnings	$	1,084.8		$	912.4			18.9	%

Segment operating profit excludes general corporate expense, equity method investment earnings, and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

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CONAGRA FOODS
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ConAgra Foods, Inc.
Consolidated Statements of Earnings
(in millions, except per share amounts)

	FOURTH QUARTER
	13 Weeks Ended			14 Weeks Ended		Percent
	May 30, 2010			May 31, 2009		Change
Net sales	$	3,062.5		$	3,224.3		(5.0	)%
Costs and expenses:
Cost of goods sold		2,324.7			2,413.2		(3.7	)%
Selling, general and administrative expenses		523.8			508.8		2.9	%
Interest expense, net		38.8			51.3		(24.4	)%
Income from continuing operations before income taxes and equity method investment earnings		175.2			251.0		(30.2	)%
Income tax expense		56.6			91.0		(37.8	)%
Equity method investment earnings		4.4			10.1		(56.4	)%
Income from continuing operations		123.0			170.1		(27.7	)%
Income (loss) from discontinued operations, net of tax		(32.8	)		4.8		N/A
Net income	$	90.2		$	174.9		(48.4	)%
Less: Net income (loss) attributable to noncontrolling interests		(0.4	)		0.2		N/A
Net income attributable to ConAgra Foods, Inc.	$	90.6		$	174.7		(48.1	)%
Earnings per share – basic
Income from continuing operations	$	0.28		$	0.38		(26.3	)%
Income (loss) from discontinued operations		(0.08	)		0.01		N/A
Net income	$	0.20		$	0.39		(48.7	)%
Weighted average shares outstanding		444.0			445.8		(0.4	)%
Earnings per share – diluted
Income from continuing operations	$	0.27		$	0.38		(28.9	)%
Income (loss) from discontinued operations		(0.07	)		0.01		N/A
Net income	$	0.20		$	0.39		(48.7	)%
Weighted average share and share equivalents outstanding		449.4			448.6		0.2	%

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CONAGRA FOODS
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ConAgra Foods, Inc.
Consolidated Statements of Earnings
(in millions, except per share amounts)

	YEAR-TO-DATE
	52 Weeks Ended			53 Weeks Ended		Percent
	May 30, 2010			May 31, 2009		Change
Net sales	$	12,079.4		$	12,426.1		(2.8	)%
Costs and expenses:
Cost of goods sold		9,014.2			9,644.1		(6.5	)%
Selling, general and administrative expenses		1,820.0			1,683.6		8.1	%
Interest expense, net		160.4			186.0		(13.8	)%
Income from continuing operations before income taxes and equity method investment earnings		1,084.8			912.4		18.9	%
Income tax expense		362.1			318.6		13.7	%
Equity method investment earnings		22.1			24.0		(7.9	)%
Income from continuing operations		744.8			617.8		20.6	%
Income (loss) from discontinued operations, net of tax		(21.5	)		361.2		N/A
Net income	$	723.3		$	979.0		(26.1	)%
Less: Net income (loss) attributable to noncontrolling interests		(2.5	)		0.6		N/A
Net income attributable to ConAgra Foods, Inc.	$	725.8		$	978.4		(25.8	)%
Earnings per share – basic
Income from continuing operations	$	1.68		$	1.36		23.5	%
Income (loss) from discontinued operations		(0.05	)		0.80		N/A
Net income	$	1.63		$	2.16		(24.5	)%
Weighted average shares outstanding		443.6			452.9		(2.1	)%
Earnings per share – diluted
Income from continuing operations	$	1.67		$	1.36		22.8	%
Income (loss) from discontinued operations		(0.05	)		0.79		N/A
Net income	$	1.62		$	2.15		(24.7	)%
Weighted average share and share equivalents outstanding		447.1			455.4		(1.8	)%

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CONAGRA FOODS
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ConAgra Foods, Inc.

Consolidated Balance Sheets
(in millions)

	May 30, 2010		May 31, 2009
ASSETS
Current assets
Cash and cash equivalents	$	953.2	$	243.2
Receivables, less allowance for doubtful accounts of $8.5 and $13.8		849.6		755.3
Inventories		1,606.5		1,821.7
Prepaid expenses and other current assets		307.3		269.5
Current assets held for sale		243.5		246.9
Total current assets		3,960.1		3,336.6
Property, plant and equipment, net		2,625.0		2,559.2
Goodwill		3,552.1		3,483.6
Brands, trademarks and other intangibles, net		874.8		834.9
Other assets		695.6		768.1
Noncurrent assets held for sale		30.4		90.9
	$	11,738.0	$	11,073.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable	$	0.6	$	3.7
Current installments of long-term debt		260.2		23.9
Accounts payable		919.1		809.1
Accrued payroll		263.9		165.9
Other accrued liabilities		579.0		551.3
Current liabilities held for sale		13.4		20.2
Total current liabilities		2,036.2		1,574.1
Senior long-term debt, excluding current installments		3,030.5		3,259.5
Subordinated debt		195.9		195.9
Other noncurrent liabilities		1,541.3		1,317.0
Noncurrent liabilities held for sale		5.2		5.9
Common stockholders’ equity		4,928.9		4,720.9
	$	11,738.0	$	11,073.3

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CONAGRA FOODS
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ConAgra Foods, Inc.
Consolidated Statements of Cash Flows
(in millions)

	52 Weeks Ended			53 Weeks Ended
	May 30, 2010			May 31, 2009
Cash flows from operating activities:
Net income	$	723.3		$	979.0
Income from discontinued operations		(21.5	)		361.2
Income from continuing operations		744.8			617.8
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation and amortization		326.8			307.6
Loss on sale of fixed assets		1.6			2.5
Gain on sale of businesses		(14.3	)		(19.7	)
Fixed asset impairment charges		64.8			5.3
Impairment charges related to Garner accident		31.5			—
Insurance recoveries related to Garner accident		(58.1	)		—
Advances from insurance carriers related to Garner accident		50.2			—
Distributions from affiliates greater than current earnings		8.5			17.4
Share-based payments expense		55.8			45.9
Loss on retirement of debt		—			49.2
Non-cash interest income on payment-in-kind notes		(67.9	)		(43.0	)
Contributions to Company pension plans		(122.6	)		(112.0	)
Other items		94.2			8.6
Change in operating assets and liabilities before effects of business acquisitions and dispositions:
Accounts receivable		(85.6	)		73.1
Inventories		202.3			(44.2	)
Prepaid expenses and other current assets		(20.0	)		170.8
Accounts payable		73.8			17.7
Accrued payroll		97.1			(61.4	)
Other accrued liabilities		59.9			(49.0	)
Net cash flows from operating activities—continuing operations		1,442.8			986.6
Net cash flows from operating activities—discontinued operations		29.9			(862.6	)
Net cash flows from operating activities		1,472.7			124.0
Cash flows from investing activities:
Additions to property, plant and equipment		(482.9	)		(429.6	)
Advances from insurance carriers related to Garner accident		34.8			—
Sale of businesses		21.7			29.7
Sale of property, plant and equipment		88.4			17.7
Purchase of businesses and intangible assets		(106.5	)		(80.3	)
Proceeds from collection of payment-in-kind note		91.9			—
Other items		—			1.9
Net cash flows from investing activities—continuing operations		(352.6	)		(460.6	)
Net cash flows from investing activities—discontinued operations		(2.7	)		2,251.8
Net cash flows from investing activities		(355.3	)		1,791.2

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CONAGRA FOODS
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ConAgra Foods, Inc.
Consolidated Statements of Cash Flows
(in millions)

	52 Weeks Ended			53 Weeks Ended
	May 30, 2010			May 31, 2009
Cash flows from financing activities:
Net short-term borrowings		—			(578.3	)
Issuance of long-term debt		—			990.1
Issuance of long-term debt by variable interest entity, net of repayments		—			40.0
Repayment of long-term debt		(15.8	)		(1,015.7	)
Repurchase of ConAgra Foods common shares		(100.0	)		(900.0	)
Cash dividends paid		(346.7	)		(348.2	)
Return of cash to minority interest holder		—			(20.0	)
Exercise of stock options and issuance of other stock awards		54.7			6.1
Other items		3.9			(1.1	)
Net cash flows from financing activities—continuing operations		(403.9	)		(1,827.1	)
Net cash flows from financing activities—discontinued operations		(0.6	)		0.1
Net cash flows from financing activities		(404.5	)		(1,827.0	)
Effect of exchange rate changes on cash and cash equivalents		(2.9	)		(16.7	)
Net change in cash and cash equivalents		710.0			71.5
Discontinued operations cash activity included above:
Add: Cash balance included in assets held for sale at beginning of year		—			30.8
Less: Cash balance included in assets held for sale at end of year		—			—
Cash and cash equivalents at beginning of year		243.2			140.9
Cash and cash equivalents at end of year	$	953.2		$	243.2

# # #

EX-99.2

Exhibit 99.2

Q4 FY10 Question & Answer
June 24, 2010

Note: Year-ago results include the benefit of an extra week.

1. What were some examples of brands in the Consumer Foods segment posting sales growth, on a comparable 13-week basis, for the quarter?

- Banquet	- La Choy	- Ro*Tel
- Chef Boyardee	- Libby’s	- Rosarita
- DAVID	- Lightlife	- Slim Jim
- Healthy Choice	- PAM	- Snack Pack
- Hebrew National	- Peter Pan	- Van Camp’s
- Hunt’s	- Reddi-wip	- Wolf

Sales for Marie Callender’s were in line with year-ago amounts on a comparable 13-week basis.

2. What were some examples of brands in the Consumer Foods segment posting sales declines, on a comparable 13-week basis, for the quarter?

- ACT II	- Manwich
- Andy Capp’s	- Orville Redenbacher’s
- Blue Bonnet	- Parkay
- Crunch ‘n Munch	- Swiss Miss
- Egg Beaters	- Wesson
- Kid Cuisine

3. What were unit volume changes, on a comparable 13-week basis, for the quarter in the Consumer Foods and Commercial Foods segments?

Consumer Foods volume was up 3%

Commercial Foods volume was up 2%

4. How much was total depreciation and amortization from continuing operations for the quarter?

Approximately $86 million (versus approximately $79 million in Q4 FY09)

5. How much was total depreciation and amortization from continuing operations for the full fiscal year?

Approximately $327 million (versus approximately $308 million in FY09)

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6.	How much were capital expenditures from continuing operations for the quarter?
	Approximately $123 million (versus approximately $117 million in Q4 FY09)
7.	How much were capital expenditures from continuing operations for the full fiscal year?
	Approximately $483 million (versus approximately $430 million in FY09)
8.	What was the net interest expense for the quarter?
	Approximately $39 million (versus approximately $51 million in Q4 FY09)
9.	What was the net interest expense for the full fiscal year?
	Approximately $160 million (versus approximately $186 million in FY09)
10.	What was corporate expense for the quarter?
	Approximately $124 million for the quarter (versus approximately $116 million in Q4 FY09). Current-quarter amounts include approximately $14 million of transaction-related costs associated with securing federal tax benefits related to the Delhi, La. sweet potato project. These benefits will be recognized by the company in future years. Current-quarter amounts also include approximately $4 million of expense related to restructuring activities. Prior-year amounts include net $12 million of unallocated expense related to commodity hedging and debt retirement charges. Excluding these amounts, current-quarter Corporate expense was $106 million, compared with $104 million for the same period a year ago.
11.	How much did the company pay in dividends during the quarter?
	Approximately $89 million (versus approximately $85 million in Q4 FY09), reflecting a dividend increase earlier in fiscal 2010.
12.	How much did the company pay in dividends for the full fiscal year?
	Approximately $347 million
13.	What was the weighted average number of diluted shares outstanding for the quarter and full fiscal year (rounded)?
	Approximately 449 million shares for the quarter; approximately 447 million shares for the full fiscal year
14.	Did the company repurchase any shares during the quarter?
	Yes, the company repurchased approximately 4 million shares of common stock during the quarter at a total cost of approximately $100 million. The company has $400 million remaining under the $500 million share repurchase authorization communicated earlier this year.
15.	What were the gross margins and operating margins for the quarter ($ amounts in millions, rounded)?
	Gross margin = segment gross profit* divided by net sales
	Gross margin = $736/$3,063 = 24%

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Operating margin = segment operating profit** divided by net sales

Operating margin = $338/$3,063 = 11%

*	Gross profit = net sales – costs of goods sold ($3,063 – $2,327 = $736)
**	See fourth-quarter segment operating results for a reconciliation of operating profit to income from continuing operations before income taxes and equity method investment earnings (loss). Income from continuing operations before income taxes and equity method investment earnings (loss), divided by net sales = $175/$3,063 = 6%.

16. What is included in the company’s net debt at the end of the quarter (rounded, in millions)?

	Q4 FY10		Q4 FY09
Total debt*	$	3,487	$	3,483
Less: Cash on hand	$	953	$	243
Net debt total	$	2,534	$	3,240

* Total debt = notes payable, short-term debt, long-term debt, and subordinated debt.

17.	What is the net debt to total capital ratio at quarter end?
	34% currently and 41% a year ago
	This ratio is defined as net debt divided by the sum of net debt plus shareholder equity. See question #16 for the components of net debt.
18.	What was the effective tax rate for the quarter?
	The effective tax rate for continuing operations for the quarter was approximately 32%, which was lower than planned due to favorable changes in estimates and settlements, offset in part by unfavorable tax consequences resulting from recently enacted healthcare legislation. The net benefit from this lower rate is cited as an item impacting comparability.
19.	What is the projected tax rate for FY11?
	The company expects the tax rate to be in the range of 34%, excluding items impacting comparability. The company acknowledges that the quarterly rates may be different from this, given the timing of certain matters, but that the overall rate is expected to approximate 34%.
20.	What are the projected capital expenditures for FY11?
	Total capital expenditures for fiscal 2011 are expected to be approximately $525 million, which will be partly offset by insurance proceeds related to the Slim Jim matters.
21.	What is the expected net interest expense for FY11?
	Net interest expense is expected to be approximately $150 million, including interest income from notes payable to ConAgra Foods resulting from the Trading & Merchandising divestiture.

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22. What is the current presentation of the quarterly segment sales and operating profits for fiscal years 2010 and 2009, given the reclassification of the Gilroy Foods & Flavors operations to discontinued operations?

ConAgra Foods, Inc.
Segment Operating Results
(In millions)

	Fiscal 2009															Fiscal 2010
	Q1			Q2			Q3			Q4			Total			Q1			Q2			Q3			Q4			Total
SALES
Consumer Foods	$	1,849.3		$	2,017.0		$	1,990.8		$	2,121.5		$	7,978.6		$	1,860.1		$	2,078.1		$	2,034.4		$	2,029.3		$	8,001.9
Commercial Foods		1,128.7			1,151.9			1,064.1			1,102.8			4,447.5			1,026.2			1,022.0			996.1			1,033.2			4,077.5
Total		2,978.0			3,168.9			3,054.9			3,224.3			12,426.1			2,886.3			3,100.1			3,030.5			3,062.5			12,079.4
OPERATING PROFIT
Consumer Foods		186.3			251.0			244.6			267.5			949.4			249.9			330.0			306.3			226.4			1,112.6
Commercial Foods		114.9			144.1			132.4			151.2			542.6			134.1			151.0			142.5			111.4			539.0
Total operating profit for segments		301.2			395.1			377.0			418.7			1,492.0			384.0			481.0			448.8			337.8			1,651.6
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		(96.2	)		(109.2	)		(71.8	)		(116.4	)		(393.6	)		(99.7	)		(94.5	)		(88.4	)		(123.8	)		(406.4	)
Interest expense, net		(50.1	)		(42.7	)		(41.9	)		(51.3	)		(186.0	)		(41.4	)		(40.5	)		(39.7	)		(38.8	)		(160.4	)
Income from continuing operations before income taxes and equity method investment earnings	$	154.9		$	243.2		$	263.3		$	251.0		$	912.4		$	242.9		$	346.0		$	320.7		$	175.2		$	1,084.8

Segment operating profit excludes general corporate expense, equity method investment earnings, and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

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23. What is the current presentation of the quarterly income statement for fiscal years 2010 and 2009, given the reclassification of the Gilroy Foods & Flavors operations to discontinued operations?

ConAgra Foods, Inc.
Income Statement for Fiscal 2010 and 2009
(In millions)

	Fiscal 2009										Fiscal 2010
	Q1		Q2		Q3		Q4		Total		Q1			Q2			Q3			Q4			Total
Net sales	$	2,978.0	$	3,168.9	$	3,054.9	$	3,224.3	$	12,426.1	$	2,886.3		$	3,100.1		$	3,030.5		$	3,062.5		$	12,079.4
Costs and expenses:
Cost of goods sold		2,403.8		2,498.1		2,329.0		2,413.2		9,644.1		2,180.1			2,257.5			2,251.9			2,324.7			9,014.2
SG&A expenses		369.2		384.9		420.7		508.8		1,683.6		421.9			456.1			418.2			523.8			1,820.0
Interest expense, net		50.1		42.7		41.9		51.3		186.0		41.4			40.5			39.7			38.8			160.4
Income from continuing operations before income taxes and equity method investment earnings		154.9		243.2		263.3		251.0		912.4		242.9			346.0			320.7			175.2			1,084.8
Income tax expense		59.1		80.1		88.4		91.0		318.6		88.8			114.1			102.6			56.6			362.1
Equity method investment earnings		0.9		1.9		11.1		10.1		24.0		8.9			5.9			2.9			4.4			22.1
Income from continuing operations		96.7		165.0		186.0		170.1		617.8		163.0			237.8			221.0			123.0			744.8
Income from discontinued operations, net of tax		345.7		3.5		7.2		4.8		361.2		2.2			1.4			7.7			(32.8	)		(21.5	)
Net income		442.4		168.5		193.2		174.9		979.0		165.2			239.2			228.7			90.2			723.3
Less noncontrolling interests		—		0.4		—		0.2		0.6		(0.7	)		(0.5	)		(0.9	)		(0.4	)		(2.5	)
Net income attributable to CAG	$	442.4	$	168.1	$	193.2	$	174.7	$	978.4	$	165.9		$	239.7		$	229.6		$	90.6		$	725.8

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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; the impact of the accident at the Garner, N.C., manufacturing facility, including the ultimate costs incurred and the amounts received under insurance policies; product pricing; future economic circumstances; industry conditions; the company’s ability to execute its operating plans; the success of the company’s innovation, marketing, and cost-saving initiatives; the 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, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of the company’s common stock, if any; the ability to successfully complete the sale of the Gilroy Foods & Flavors dehydrated and vegetable products business and the acquisition of American Pie, LLC; an increase or decrease in the expected impairment charge required in connection with the sale of the Gilroy Foods & Flavors dehydrated and vegetable products business; 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.

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