10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 28, 2011

OR

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

For the transition period from                      to                     

Commission File Number: 1-7275

CONAGRA FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 47-0248710
(I.R.S. Employer
Identification No.)

One ConAgra Drive, Omaha, Nebraska
(Address of principal executive offices) 68102-5001
(Zip Code)

(402) 240-4000
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Number of shares outstanding of issuer’s common stock, as of September 25, 2011, was 414,497,096.

Table of Contents

Part I. FINANCIAL INFORMATION
Item 1 Financial Statements	3
Unaudited Condensed Consolidated Statements of Earnings for the Thirteen Weeks ended August 28, 2011 and August 29, 2010	3
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Thirteen Weeks ended August 28, 2011 and August 29, 2010	4
Unaudited Condensed Consolidated Balance Sheets as of August 28, 2011 and May 29, 2011	5
Unaudited Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks ended August 28, 2011 and August 29, 2010	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3 Quantitative and Qualitative Disclosures About Market Risk	34
Item 4 Controls and Procedures	35
Part II. OTHER INFORMATION
Item 1 Legal Proceedings	37
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 6 Exhibits	37
Signatures	38
Exhibit Index	39
EX-10.1
EX-10.2
EX-12
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings
(in millions except per share amounts)
(unaudited)

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net sales	$	3,072.0	$	2,804.3
Costs and expenses:
Cost of goods sold		2,473.3		2,153.0
Selling, general and administrative expenses		422.9		410.0
Interest expense, net		52.9		37.3
Income from continuing operations before income taxes and equity method investment earnings		122.9		204.0
Income tax expense		43.6		66.9
Equity method investment earnings		6.2		6.2
Income from continuing operations		85.5		143.3
Income from discontinued operations, net of tax		0.1		3.0
Net income	$	85.6	$	146.3
Less: Net income (loss) attributable to noncontrolling interests		0.3		(0.1	)
Net income attributable to ConAgra Foods, Inc.	$	85.3	$	146.4
Earnings per share — basic
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders	$	0.21	$	0.32
Income from discontinued operations attributable to ConAgra Foods, Inc. common stockholders		—		0.01
Net income attributable to ConAgra Foods, Inc. common stockholders	$	0.21	$	0.33
Earnings per share — diluted
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders	$	0.20	$	0.32
Income from discontinued operations attributable to ConAgra Foods, Inc. common stockholders		—		0.01
Net income attributable to ConAgra Foods, Inc. common stockholders	$	0.20	$	0.33
Cash dividends declared per common share	$	0.23	$	0.20

     See notes to the condensed consolidated financial statements.

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ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income
(in millions)
(unaudited)

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Net income	$	85.6		$	146.3
Other comprehensive income (loss):
Derivative adjustments, net of tax		(31.9	)		0.1
Unrealized gains and losses on available-for-sale securities, net of tax:
Unrealized net holding losses		(0.1	)		(0.2	)
Currency translation adjustment:
Unrealized translation gains (losses)		(9.9	)		4.9
Pension and postretirement healthcare liabilities, net of tax		6.1			2.3
Comprehensive income		49.8			153.4
Comprehensive income (loss) attributable to noncontrolling interests		0.3			(0.1	)
Comprehensive income attributable to ConAgra Foods, Inc.	$	49.5		$	153.5

     See notes to the condensed consolidated financial statements.

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ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets
(in millions except share data)
(unaudited)

	August 28,			May 29,
	2011			2011
ASSETS
Current assets
Cash and cash equivalents	$	1,095.2		$	972.4
Receivables, less allowance for doubtful accounts of $7.7 and $7.8		922.0			849.4
Inventories		1,815.3			1,803.4
Prepaid expenses and other current assets		261.1			274.1
Total current assets		4,093.6			3,899.3
Property, plant and equipment		5,708.0			5,698.1
Less accumulated depreciation		(3,070.0	)		(3,028.0	)
Property, plant and equipment, net		2,638.0			2,670.1
Goodwill		3,609.0			3,609.4
Brands, trademarks and other intangibles, net		989.3			936.3
Other assets		280.8			293.6
	$	11,610.7		$	11,408.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current installments of long-term debt	$	376.8		$	363.5
Accounts payable		1,165.5			1,083.7
Accrued payroll		125.7			124.1
Other accrued liabilities		666.2			554.3
Total current liabilities		2,334.2			2,125.6
Senior long-term debt, excluding current installments		2,659.8			2,674.4
Subordinated debt		195.9			195.9
Other noncurrent liabilities		1,690.5			1,704.3
Total liabilities		6,880.4			6,700.2
Commitments and contingencies (Note 12)
Common stockholders’ equity
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 567,907,172		2,839.7			2,839.7
Additional paid-in capital		880.4			899.1
Retained earnings		4,842.3			4,853.6
Accumulated other comprehensive loss		(258.5	)		(222.7	)
Less treasury stock, at cost, 153,586,405 and 157,412,899 common shares		(3,580.5	)		(3,668.2	)
Total ConAgra Foods, Inc. common stockholders’ equity		4,723.4			4,701.5
Noncontrolling interests		6.9			7.0
Total stockholders’ equity		4,730.3			4,708.5
	$	11,610.7		$	11,408.7

     See notes to the condensed consolidated financial statements.

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ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Cash flows from operating activities:
Net income	$	85.6		$	146.3
Income from discontinued operations		0.1			3.0
Income from continuing operations		85.5			143.3
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation and amortization		91.5			85.8
Asset impairment charges		7.1			0.2
Insurance recoveries recognized related to Garner accident		—			(1.3	)
Advances from insurance carriers related to Garner accident		—			3.0
Distributions from affiliates less than current earnings		(2.2	)		(2.6	)
Contributions to pension plans		(3.0	)		(110.1	)
Share-based payments expense		12.3			8.4
Non-cash interest income on payment-in-kind notes		—			(18.5	)
Other items		(6.7	)		24.0
Change in operating assets and liabilities before effects of business acquisitions and dispositions:
Accounts receivable		(63.1	)		(2.2	)
Inventory		(12.1	)		(148.3	)
Prepaid expenses and other current assets		12.9			37.8
Accounts payable		108.9			81.1
Accrued payroll		1.6			(131.9	)
Other accrued liabilities		79.3			135.5
Net cash flows from operating activities — continuing operations		312.0			104.2
Net cash flows from operating activities — discontinued operations		3.1			4.6
Net cash flows from operating activities		315.1			108.8
Cash flows from investing activities:
Additions to property, plant and equipment		(95.6	)		(129.1	)
Sale of property, plant and equipment		3.8			1.0
Advances from insurance carriers related to Garner accident		—			2.5
Purchase of businesses and intangible assets		(57.5	)		(129.7	)
Net cash flows from investing activities — continuing operations		(149.3	)		(255.3	)
Net cash flows from investing activities — discontinued operations		—			248.9
Net cash flows from investing activities		(149.3	)		(6.4	)
Cash flows from financing activities:
Repayment of long-term debt		(2.5	)		(38.4	)
Repurchase of ConAgra Foods common shares		—			(100.0	)
Cash dividends paid		(94.3	)		(88.5	)
Exercise of stock options and issuance of other stock awards		55.7			10.9
Other items		—			(0.3	)
Net cash flows from financing activities — continuing operations		(41.1	)		(216.3	)
Net cash flows from financing activities — discontinued operations		—			(0.1	)
Net cash flows from financing activities		(41.1	)		(216.4	)
Effect of exchange rate changes on cash and cash equivalents		(1.9	)		1.7
Net change in cash and cash equivalents		122.8			(112.3	)
Cash and cash equivalents at beginning of period		972.4			953.2
Cash and cash equivalents at end of period	$	1,095.2		$	840.9

     See notes to the condensed consolidated financial statements.

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ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
For the Thirteen Weeks ended August 28, 2011 and August 29, 2010
(columnar dollars in millions except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the ConAgra Foods, Inc. (the “Company,” “we,” “us,” or “our”) annual report on Form 10-K for the fiscal year ended May 29, 2011.

The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

Basis of Consolidation — The condensed consolidated financial statements include the accounts of ConAgra Foods, Inc. and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we have been determined to be the primary beneficiary are included in our condensed consolidated financial statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated.

Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments, and changes in prior service cost and net actuarial gains (losses) from pension and postretirement health care plans. We generally deem our foreign investments to be essentially permanent in nature and we do not provide for taxes on currency translation adjustments arising from converting the investment denominated in a foreign currency to U.S. dollars. When we determine that a foreign investment, as well as undistributed earnings, are no longer permanent in nature, estimated taxes are provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments. We reclassified $0.1 million of foreign currency translation net losses to net income due to the disposal or substantial liquidation of foreign subsidiaries in the first quarter of fiscal 2011.

The following details the income tax expense (benefit) on components of other comprehensive income:

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Net derivative adjustment	$	(18.8	)	$	—
Unrealized losses on available-for-sale securities		(0.1	)		(0.1	)
Pension and postretirement healthcare liabilities		3.7			1.5
	$	(15.2	)	$	1.4

Reclassifications — Certain prior year amounts have been reclassified to conform with current year presentation.

Use of Estimates — Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the condensed consolidated financial statements. Actual results could differ from these estimates.

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2. DISCONTINUED OPERATIONS AND DIVESTITURES

Discontinued Operations

Frozen Handhelds Operations

During the fourth quarter of fiscal 2011, we completed the sale of substantially all of the assets of our frozen handhelds operations for $8.8 million in cash. We recognized impairment and related charges totaling $21.7 million ($14.2 million after-tax) in the fourth quarter of fiscal 2011. We reflected the results of these operations as discontinued operations for all periods presented.

Gilroy Foods & Flavors^TM Operations

During the first quarter of fiscal 2011, we completed the sale of substantially all of the assets of Gilroy Foods & Flavors™ dehydrated garlic, onion, capsicum and Controlled Moisture™, GardenFrost^®, Redi-Made™, and fresh vegetable operations for $245.7 million in cash. We reflected the results of these operations as discontinued operations for all periods presented.

In connection with the sale of this business, we entered into agreements to purchase certain ingredients, at prices approximating market rates, from the divested business for a period of five years. The continuing cash flows related to these agreements are not significant, and, accordingly, are not deemed to be direct cash flows of the divested business.

Summary of Operational Results

The summary comparative financial results of discontinued operations were as follows:

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net sales	$	0.5	$	54.0
Income from operations of discontinued operations before income taxes	$	0.1	$	5.2
Net gain from disposal of businesses		—		0.9
Income before income taxes		0.1		6.1
Income tax expense		—		(3.1	)
Income from discontinued operations, net of tax	$	0.1	$	3.0

Operating results from discontinued operations for the thirteen weeks ended August 29, 2010 reflected the reversal of an accrual of $3.0 million related to certain legal matters of divested businesses.

There were no assets and liabilities classified as held for sale as of August 28, 2011 and May 29, 2011.

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3. ACQUISITIONS

In the first quarter of fiscal 2011, we acquired the assets of American Pie, LLC (“American Pie”) for $131.0 million in cash plus assumed liabilities. American Pie is a manufacturer of frozen fruit pies, thaw and serve pies, fruit cobblers, and pie crusts under the Marie Callender’s^® and Claim Jumper^® trade names, as well as frozen dinners, pot pies, and appetizers under the Claim Jumper^® trade name. Approximately $51.5 million of the purchase price was allocated to goodwill and $61.3 million was allocated to brands, trademarks and other intangibles. The amount allocated to goodwill is deductible for income tax purposes and is primarily attributable to American Pie’s product portfolio, as well as anticipated synergies and other intangibles that do not qualify for separate recognition. This business is included in the Consumer Foods segment.

4. VARIABLE INTEREST ENTITIES

Variable Interest Entities Consolidated

We own a 49.99% interest in Lamb Weston BSW, LLC (“Lamb Weston BSW”), a potato processing venture with Ochoa Ag Unlimited Foods, Inc. (“Ochoa”). We provide all sales and marketing services to Lamb Weston BSW. Under certain circumstances, we could be required to compensate the other equity owner of Lamb Weston BSW for lost profits resulting from significant production shortfalls (“production shortfalls”). Commencing on June 1, 2018, or on an earlier date under certain circumstances, we have a contractual right to purchase the remaining equity interest in Lamb Weston BSW from Ochoa (the “call option”). We are currently subject to a contractual obligation to purchase all of Ochoa’s equity investment in Lamb Weston BSW at the option of Ochoa (the “put option”). The purchase prices under the call option and the put option (the “options”) are based on the book value of Ochoa’s equity interest at the date of exercise, as modified by an agreed-upon rate of return for the holding period of the investment balance. The agreed-upon rate of return varies depending on the circumstances under which any of the options are exercised. As of August 28, 2011, the price at which Ochoa had the right to put its equity interest to us was $31.3 million. This amount is presented within other liabilities in our condensed consolidated balance sheets. We have determined that Lamb Weston BSW is a variable interest entity and that we are the primary beneficiary of the entity. Accordingly, we consolidate the financial statements of Lamb Weston BSW.

As of August 28, 2011, we provided lines of credit of up to $15.0 million to Lamb Weston BSW. Borrowings under the lines of credit bear interest at a rate of LIBOR plus 200 basis points with a floor of 3.25%. In the first quarter of fiscal 2011, we repaid $35.4 million of bank borrowings of Lamb Weston BSW and took assignment of a promissory note from the joint venture, the balance of which was $36.1 million at August 28, 2011. The promissory note is due in December 2015. The promissory note is currently accruing interest at a rate of LIBOR plus 200 basis points with a floor of 3.25%. The amounts owed by Lamb Weston BSW to the Company are not reflected in our balance sheets, as they are eliminated in consolidation.

Our variable interests in Lamb Weston BSW include an equity investment in the venture, the options, the promissory note, certain fees paid to us by Lamb Weston BSW for sales and marketing services, the contingent obligation related to production shortfalls, and the lines of credit advanced to Lamb Weston BSW. Our maximum exposure to loss as a result of our involvement with this venture is equal to our equity investment in the venture, the balance of the promissory note extended to the venture, the amount, if any, advanced under the lines of credit, and the amount, if any, by which the put option exercise price exceeds the fair value of the noncontrolling interest in Lamb Weston BSW on, or after, the put option exercise date. Also, in the event of a production shortfall, we could be required to compensate the other equity owner of Lamb Weston BSW for lost profits. It is not possible to determine the maximum exposure to losses from the potential exercise of the put option or from potential production shortfalls. However, we do not expect to incur material losses resulting from these exposures.

We also consolidate the assets and liabilities of several entities from which we lease corporate aircraft. Each of these entities has been determined to be a variable interest entity and we have been determined to be the primary beneficiary of each of these entities. Under the terms of the aircraft leases, we provide guarantees to the owners of these entities of a minimum residual value of the aircraft at the end of the lease term. We also have fixed price purchase options on the aircraft leased from these entities. Our maximum exposure to loss from our involvement with these entities is limited to the difference between the fair value of the leased aircraft and the amount of the residual value guarantees at the time we terminate the leases (the leases expire between December 2011 and October 2012). The total amount of the residual value guarantees for these aircraft at the end of the respective lease terms is $38.4 million.

9

Due to the consolidation of these variable interest entities, we reflected in our condensed consolidated balance sheets:

	August 28,		May 29,
	2011		2011
Cash and cash equivalents	$	13.6	$	5.3
Receivables, less allowance for doubtful accounts		13.5		18.9
Inventories		1.6		1.5
Prepaid expenses and other current assets		—		0.3
Property, plant and equipment, net		90.6		91.8
Goodwill		18.8		18.8
Brands, trademarks and other intangibles, net		8.9		9.0
Total assets	$	147.0	$	145.6
Current installments of long-term debt	$	27.8	$	13.4
Accounts payable		14.4		13.1
Accrued payroll		0.6		0.4
Other accrued liabilities		1.0		0.7
Senior long-term debt, excluding current installments		14.8		30.1
Other noncurrent liabilities (minority interest)		26.7		26.7
Total liabilities	$	85.3	$	84.4

The liabilities recognized as a result of consolidating the Lamb Weston BSW entity do not represent additional claims on our general assets. The creditors of Lamb Weston BSW have claims only on the assets of Lamb Weston BSW. The assets recognized as a result of consolidating Lamb Weston BSW are the property of the venture and are not available to us for any other purpose, other than as a secured lender under the promissory note and lines of credit.

Variable Interest Entities Not Consolidated

We also have variable interests in certain other entities that we have determined to be variable interest entities, but for which we are not the primary beneficiary. We do not consolidate the financial statements of these entities.

We hold a 50% interest in Lamb Weston RDO, a potato processing venture. We provide all sales and marketing services to Lamb Weston RDO. We receive a fee for these services based on a percentage of the net sales of the venture. We reflect the value of our ownership interest in this venture in other assets in our condensed consolidated balance sheets, based upon the equity method of accounting. The balance of our investment was $13.0 million and $13.6 million at August 28, 2011 and May 29, 2011, respectively, representing our maximum exposure to loss as a result of our involvement with this venture. The capital structure of Lamb Weston RDO includes owners’ equity of $25.9 million and term borrowings from banks of $43.5 million as of August 28, 2011. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this venture.

We lease certain office buildings from entities that we have determined to be variable interest entities. The lease agreements with these entities include fixed-price purchase options for the assets being leased, representing our only variable interest in these lessor entities. These leases are accounted for as operating leases, and accordingly, there are no material assets or liabilities associated with these entities included in our condensed consolidated balance sheets. We have no material exposure to loss from our variable interests in these entities. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of these entities. In making this determination, we have considered, among other items, the terms of the lease agreements, the expected remaining useful lives of the assets leased, and the capital structure of the lessor entities.

5. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first quarter of fiscal 2012 was as follows:

	Consumer			Commercial
	Foods			Foods		Total
Balance as of May 29, 2011	$	3,479.7		$	129.7	$	3,609.4
Currency Translation		(0.5	)		0.1		(0.4	)
Balance as of August 28, 2011	$	3,479.2		$	129.8	$	3,609.0

Other identifiable intangible assets were as follows:

	August 28, 2011				May 29, 2011
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Non-amortizing intangible assets	$	828.7	$	—	$	771.2	$	—
Amortizing intangible assets		214.0		53.4		213.9		48.8
	$	1,042.7	$	53.4	$	985.1	$	48.8

Non-amortizing intangible assets are comprised of brands and trademarks.

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Amortizing intangible assets, carrying a weighted average life of approximately 13 years, are principally composed of licensing arrangements, customer relationships, and intellectual property. Based on amortizing assets recognized in our condensed consolidated balance sheet as of August 28, 2011, amortization expense is estimated to average approximately $16.3 million for each of the next five years.

In the first quarter of fiscal 2012, we acquired the Marie Callender’s^® brand trademarks for $57.5 million. This intangible asset is presented in the Consumer Foods segment.

6. DERIVATIVE FINANCIAL INSTRUMENTS

Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives.

Commodity and commodity index futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, proteins, dairy, grains, and electricity. Generally, we economically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. We may enter into longer-term economic hedges on particular commodities, if deemed appropriate. As of August 28, 2011, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through December 2012.

In order to reduce exposures related to changes in foreign currency exchange rates, we enter into forward exchange, option, or swap contracts from time to time for transactions denominated in a currency other than the applicable functional currency. This includes, but is not limited to, hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign-denominated assets and liabilities. As of August 28, 2011, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through May 2017.

From time to time, we may use derivative instruments, including interest rate swaps, to reduce risk related to changes in interest rates. This includes, but is not limited to, hedging against increasing interest rates prior to the issuance of long-term debt and hedging the fair value of our senior long-term debt.

Derivatives Designated as Cash Flow Hedges

We have entered into interest rate swap contracts to hedge the interest rate risk related to our forecasted issuance of long-term debt in 2014 (based on the anticipated refinancing of the senior long-term debt maturing at that time). We designated these interest rate swaps as cash flow hedges of the forecasted interest payments related to this debt issuance. The unrealized loss associated with these derivatives, which is deferred in accumulated other comprehensive loss at August 28, 2011, was $62.5 million.

The net notional amount of these interest rate derivatives at August 28, 2011 was $500.0 million.

Hedge ineffectiveness for cash flow hedges may impact net earnings when a change in the value of a hedge does not entirely offset the change in the value of the underlying hedged item. Depending on the nature of the hedge, ineffectiveness is recognized within cost of goods sold or selling, general and administrative expenses. We do not exclude any component of the hedging instrument’s gain or loss when assessing ineffectiveness. The ineffectiveness associated with derivatives designated as cash flow hedges from continuing operations was not material to our results of operations in any period presented.

Derivatives Designated as Fair Value Hedges

During fiscal 2010, we entered into interest rate swap contracts to hedge the fair value of certain of our senior long-term debt instruments maturing in fiscal 2012 and 2014. We designated these interest rate swap contracts as fair value hedges of the debt instruments.

Changes in fair value of the derivative instruments are immediately recognized in earnings along with changes in the fair value of the items being hedged (based solely on the change in the benchmark interest rate). These gains and losses are classified within selling,

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general and administrative expenses. During the first quarter of fiscal 2011, we recognized a net gain of $21.9 million on the interest rate swap contracts and a loss of $19.3 million on the senior long-term debt.

We terminated the interest rate swap contracts during the second quarter of fiscal 2011. As a result of this termination, we received proceeds of $31.5 million. The cumulative adjustment to the fair value of the debt instruments being hedged, $34.8 million, is included in long-term debt and is being amortized as a reduction of interest expense over the remaining lives of the debt instruments (through fiscal 2014). At August 28, 2011, the unamortized amount was $24.5 million.

The entire change in fair value of the derivative instruments was included in our assessment of hedge effectiveness.

Economic Hedges of Forecasted Cash Flows

Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold.

Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk

We may use options and cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities (including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in selling, general and administrative expenses. These substantially offset the foreign currency transaction gains or losses recognized on the monetary assets or liabilities being economically hedged.

Derivative Activity in Our Milling Operations

We also use derivative instruments within our milling operations, which are part of the Commercial Foods segment. Derivative instruments used to economically hedge commodity inventories and forward purchase and sales contracts within the milling operations are marked-to-market such that realized and unrealized gains and losses are immediately included in operating results. The underlying inventory and forward contracts being hedged are also marked-to-market with changes in market value recognized immediately in operating results.

For commodity derivative trading activities within our milling operations that are not intended to mitigate commodity input cost risk, the derivative instrument is marked-to-market each period with gains and losses included in net sales of the Commercial Foods segment. There were no material gains or losses from derivative trading activities in the periods being reported.

All derivative instruments are recognized on the balance sheet at fair value. The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with the Financial Accounting Standards Board (“FASB”) guidance, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cash collateral and obligations to return cash collateral, where legal right of setoff exists. At August 28, 2011 and May 29, 2011, amounts representing a right to reclaim cash collateral of $20.9 million and $7.8 million, respectively, were included in prepaid expenses and other current assets in our condensed consolidated balance sheets.

Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or obligation to return cash collateral were reflected in our condensed consolidated balance sheets as follows:

	August 28,		May 29,
	2011		2011
Prepaid expenses and other current assets	$	77.0	$	71.5
Other accrued liabilities		121.5		92.2

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The following table presents our derivative assets and liabilities, on a gross basis, prior to the offsetting of amounts where legal right of setoff exists at August 28, 2011:

	Derivative Assets			Derivative Liabilities
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Interest rate contracts	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	62.5
Total derivatives designated as hedging instruments		$	—		$	62.5
Commodity contracts	Prepaid expenses and other current assets	$	79.3	Other accrued liabilities	$	60.8
Foreign exchange contracts	Prepaid expenses and other current assets		2.4	Other accrued liabilities		25.3
Other	Prepaid expenses and other current assets		1.7	Other accrued liabilities		0.2
Total derivatives not designated as hedging instruments		$	83.4		$	86.3
Total derivatives		$	83.4		$	148.8

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The following table presents our derivative assets and liabilities, on a gross basis, prior to the offsetting of amounts where legal right of setoff exists at May 29, 2011:

	Derivative Assets			Derivative Liabilities
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Interest rate contracts	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	11.8
Total derivatives designated as hedging instruments		$	—		$	11.8
Commodity contracts	Prepaid expenses and other current assets	$	85.4	Other accrued liabilities	$	84.4
Foreign exchange contracts	Prepaid expenses and other current assets		1.0	Other accrued liabilities		19.2
Other	Prepaid expenses and other current assets		0.7	Other accrued liabilities		0.2
Total derivatives not designated as hedging instruments		$	87.1		$	103.8
Total derivatives		$	87.1		$	115.6

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our condensed consolidated statements of earnings were as follows:

	Location in
	Condensed Consolidated
	Statement
	of Earnings of Gain	Amount of Gain (Loss) Recognized on Derivatives in Condensed
Derivatives Not Designated as Hedging	(Loss) Recognized	Consolidated Statement of Earnings for the Thirteen Weeks Ended
Instruments	on Derivatives	August 28, 2011			August 29, 2010
Commodity contracts	Cost of goods sold	$	42.5		$	(25.7	)
Foreign exchange contracts	Cost of goods sold		(7.0	)		(9.7	)
Foreign exchange contracts	Selling, general and administrative expenses		0.3			(0.3	)
Total gain (loss) from derivative instruments not designated as hedging instruments		$	35.8		$	(35.7	)

As of August 28, 2011, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $981.4 million and $973.6 million for purchase and sales contracts, respectively. As of May 29, 2011, our open commodity contracts had a notional value of $1.0 billion and $1.2 billion for purchase and sales contracts, respectively. The notional amount of our foreign currency forward and cross currency swap contracts as of both August 28, 2011 and May 29, 2011 was $328.8 million and $292.7 million, respectively. In addition, we held foreign currency option collar contracts with notional amounts of $52.2 million and $86.4 million as of August 28, 2011 and May 29, 2011, respectively.

We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties. We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such material loss. We also enter into futures and options transactions through various regulated exchanges.

At August 28, 2011, the maximum amount of loss due to the credit risk of the counterparties, had the counterparties failed to perform according to the terms of the contracts, was $59.8 million.

7. SHARE-BASED PAYMENTS

For the thirteen weeks ended August 28, 2011, we recognized total stock-based compensation expense (including stock options, restricted stock units, and performance shares) of $12.3 million. For the thirteen weeks ended August 29, 2010, we recognized total stock-based compensation expense of $8.4 million. During the first quarter of fiscal 2012, we granted 1.7 million restricted stock units at a weighted average grant date price of $26.11, 4.1 million stock options at a weighted average exercise price of $26.15, and 0.5 million performance shares at a weighted average grant date price of $26.15.

Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goals for the performance periods ending in fiscal 2012 and fiscal 2013 are based upon

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our earnings before interest and taxes and our return on average invested capital measured over a defined performance period. The performance goals for the performance period ending in fiscal 2014 are based upon our operating cash flow return on operations, a measure of operating cash flow as a percentage of invested capital measured over a defined performance period, and revenue growth. The awards actually earned will range from zero to three hundred percent of the targeted number of performance shares for the performance period ending in fiscal 2012; from zero to two hundred percent of the targeted number of performance shares for the performance period ending in fiscal 2013; and from zero to two hundred twenty percent of the targeted number of performance shares for the performance period ending in fiscal 2014. For the performance period ending in fiscal 2014, a payout equal to 25% of approved target incentive is required to be paid out if we achieve a threshold level of cash flow return on operations. Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in the performance share plan, any shares earned will be distributed at the end of the performance period. The value of the performance shares is adjusted based upon the market price of our common stock at the end of each reporting period and amortized as compensation expense over the vesting period.

The weighted average Black-Scholes assumptions for stock options granted during the first quarter of fiscal 2012 were as follows:

Expected volatility (%)	22.89
Dividend yield (%)	3.97
Risk-free interest rate (%)	1.38
Expected life of stock option (years)	4.75

The weighted average value of stock options granted during the first quarter of fiscal 2012 was $3.26 per option, based upon a Black-Scholes methodology.

8. EARNINGS PER SHARE

Basic earnings per share is calculated on the basis of weighted average outstanding common shares. Diluted earnings per share is computed on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock awards, and other dilutive securities.

The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net income attributable to ConAgra Foods, Inc. common stockholders:
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders	$	85.2	$	143.4
Income from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders		0.1		3.0
Net income attributable to ConAgra Foods, Inc. common stockholders		85.3		146.4
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated		0.3		1.4
Net income attributable to ConAgra Foods, Inc. common stockholders	$	85.0	$	145.0
Weighted average shares outstanding:
Basic weighted average shares outstanding		412.7		441.5
Add: Dilutive effect of stock options, restricted stock awards, and other dilutive securities		5.4		4.5
Diluted weighted average shares outstanding		418.1		446.0

For the thirteen weeks ended August 28, 2011, there were 13.5 million stock options outstanding that were excluded from the computation of shares contingently issuable upon exercise of the stock options because exercise prices exceeded the average market value of our common stock during the period. For the thirteen weeks ended August 29, 2010, there were 35.7 million stock options excluded from the calculation.

The decline in the diluted weighted average shares outstanding from the first quarter of fiscal 2011 resulted principally from our repurchase of 36.1 million shares during fiscal 2011 under our share repurchase plan.

9. INVENTORIES

The major classes of inventories were as follows:

	August 28,		May 29,
	2011		2011
Raw materials and packaging	$	575.8	$	639.5
Work in process		106.8		83.1
Finished goods		1,047.1		992.9
Supplies and other		85.6		87.9
Total	$	1,815.3	$	1,803.4

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10. RESTRUCTURING

Administrative Efficiency Restructuring Plan

In August 2011, we made a decision to reorganize our Consumer Foods sales function and certain other administrative functions within our Commercial Foods and Corporate reporting segments. These actions, collectively referred to as the Administrative Efficiency Restructuring Plan (the “Administrative Efficiency Plan”), are intended to improve the efficiency and effectiveness of the affected sales and administrative functions. In connection with the Administrative Efficiency Plan, we expect to incur approximately $21.6 million of charges, primarily for severance and costs of employee relocation. In the first quarter of fiscal 2012, we recognized charges of approximately $11.3 million in relation to the Administrative Efficiency Plan.

We anticipate that we will recognize the following pre-tax expenses associated with the Administrative Efficiency Plan in the fiscal 2012 to 2013 timeframe (amounts include charges recognized in the first quarter of fiscal 2012):

	Consumer		Commercial
	Foods		Foods		Corporate		Total
Accelerated depreciation	$	—	$	—	$	1.4	$	1.4
Severance and related costs		5.3		—		3.3		8.6
Other, net		10.3		1.1		0.2		11.6
Total selling, general and administrative expenses		15.6		1.1		4.9		21.6
Consolidated total	$	15.6	$	1.1	$	4.9	$	21.6

Included in the above estimates are $20.2 million of charges that have resulted or will result in cash outflows and $1.4 million of non-cash charges.

During the first quarter of fiscal 2012, we recognized the following pre-tax charges in our condensed consolidated statement of earnings for the Administrative Efficiency Plan:

	Consumer		Commercial
	Foods		Foods		Corporate		Total
Accelerated depreciation	$	—	$	—	$	0.4	$	0.4
Severance and related costs		5.3		—		3.0		8.3
Other, net		2.2		0.4		—		2.6
Total selling, general and administrative expenses		7.5		0.4		3.4		11.3
Consolidated total	$	7.5	$	0.4	$	3.4	$	11.3

Liabilities recorded for the various initiatives and changes therein for the first quarter of fiscal 2012 under the Administrative Efficiency Plan were as follows:

	Balance at		Costs Incurred							Balance at
	May 29,		and Charged		Costs Paid			Changes in		August 28,
	2011		to Expense		or Otherwise Settled			Estimates		2011
Severance and related costs	$	—	$	8.3	$	(0.1	)	$	—	$	8.2
Plan implementation costs		—		2.6		(0.2	)		—		2.4
Total	$	—	$	10.9	$	(0.3	)	$	—	$	10.6

Network Optimization Plan

During the third quarter of fiscal 2011, our Board of Directors approved a plan recommended by executive management designed to optimize our manufacturing and distribution networks. We refer to this plan as the “Network Optimization Plan”. The Network Optimization Plan consists of projects that involve, among other things, the exit of

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certain manufacturing facilities, the disposal of underutilized manufacturing assets, and actions designed to optimize our distribution network. The Network Optimization Plan is expected to be implemented by the end of fiscal 2013 and is intended to improve the efficiency of our manufacturing operations and reduce costs.

In connection with the Network Optimization Plan, we expect to incur pre-tax cash and non-cash charges for asset impairments, accelerated depreciation, severance, relocation, and site closure costs of $68.3 million. We have recognized, and/or expect to recognize, expenses associated with the Network Optimization Plan, including but not limited to, impairments of property, plant and equipment, accelerated depreciation, severance and related costs, and plan implementation costs (e.g., consulting, employee relocation, etc.). We anticipate that we will recognize the following pre-tax expenses associated with the Network Optimization Plan in the fiscal 2011 to fiscal 2013 timeframe (amounts include charges recognized in fiscal 2011 and in the first quarter of fiscal 2012):

	Consumer		Commercial
	Foods		Foods		Total
Accelerated depreciation	$	17.4	$	—	$	17.4
Inventory write-offs and related costs		3.1		0.3		3.4
Total cost of goods sold		20.5		0.3		20.8
Asset impairment		10.6		13.8		24.4
Severance and related costs		8.0		0.1		8.1
Other, net		12.3		2.7		15.0
Total selling, general and administrative expenses		30.9		16.6		47.5
Consolidated total	$	51.4	$	16.9	$	68.3

Included in the above estimates are $25.4 million of charges that have resulted or will result in cash outflows and $42.9 million of non-cash charges.

During the first quarter of fiscal 2012, we recognized the following pre-tax charges in our condensed consolidated statement of earnings for the Network Optimization Plan:

	Consumer		Commercial
	Foods		Foods		Total
Accelerated depreciation	$	2.7	$	—	$	2.7
Inventory write-offs and related costs		0.4		—		0.4
Total cost of goods sold		3.1		—		3.1
Asset impairment		2.1		3.4		5.5
Severance and related costs		0.6		—		0.6
Other, net		1.2		0.4		1.6
Total selling, general and administrative expenses		3.9		3.8		7.7
Consolidated total	$	7.0	$	3.8	$	10.8

We recognized the following cumulative (plan inception to August 28, 2011) pre-tax charges related to the Network Optimization Plan in our condensed consolidated statement of earnings:

	Consumer		Commercial
	Foods		Foods		Total
Accelerated depreciation	$	7.8	$	—	$	7.8
Inventory write-offs and related costs		0.6		0.3		0.9
Total cost of goods sold		8.4		0.3		8.7
Asset impairment		10.6		13.8		24.4
Severance and related costs		5.7		0.1		5.8
Other, net		1.9		0.4		2.3
Total selling, general and administrative expenses		18.2		14.3		32.5
Consolidated total	$	26.6	$	14.6	$	41.2

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Liabilities recorded for the various initiatives and changes therein for the first quarter of fiscal 2012 under the Network Optimization Plan were as follows:

	Balance at		Costs Incurred							Balance at
	May 29,		and Charged		Costs Paid			Changes in		August 28,
	2011		to Expense		or Otherwise Settled			Estimates		2011
Severance and related costs	$	4.8	$	0.7	$	(0.3	)	$	—	$	5.2
Plan implementation costs		—		1.6		(1.5	)		—		0.1
Total	$	4.8	$	2.3	$	(1.8	)	$	—	$	5.3

2010 Restructuring Plan

During the fourth quarter of fiscal 2010, our Board of Directors approved a plan recommended by executive management related to the long-term production of our meat snack products. The plan provides for the closure of our meat snacks production facility in Garner, North Carolina, and the movement of production to our existing facility in Troy, Ohio. Since the Garner accident, the Troy facility has been producing a portion of our meat snack products. By the end of fiscal 2011, the plan was substantially implemented.

Also in the fourth quarter of fiscal 2010, we made a decision to consolidate certain administrative functions from Edina, Minnesota, to Naperville, Illinois. We completed the transition of these functions in fiscal 2011. This plan, together with the plan to move production of our meat snacks from Garner, North Carolina to Troy, Ohio, is collectively referred to as the 2010 restructuring plan (“2010 plan”).

In connection with the 2010 plan, we expect to incur pre-tax cash and non-cash charges for asset impairments, accelerated depreciation, severance, relocation, and site closure costs of $66.8 million, of which $25.7 million was recognized in fiscal 2011 and $39.2 million was recognized in fiscal 2010. We have recognized expenses associated with the 2010 plan, including but not limited to, impairments of property, plant and equipment, accelerated depreciation, severance and related costs, and plan implementation costs (e.g., consulting, employee relocation, etc.). We anticipate that we will recognize the following pre-tax expenses associated with the 2010 plan in the fiscal 2010 to 2012 timeframe (amounts include charges recognized in fiscal 2010, 2011, and the first quarter of fiscal 2012):

	Consumer
	Foods		Corporate		Total
Accelerated depreciation	$	19.1	$	—	$	19.1
Inventory write-offs and related costs		0.7		—		0.7
Total cost of goods sold		19.8		—		19.8
Asset impairment		16.9		—		16.9
Severance and related costs		17.0		—		17.0
Other, net		9.5		3.6		13.1
Total selling, general and administrative expenses		43.4		3.6		47.0
Consolidated total	$	63.2	$	3.6	$	66.8

Included in the above estimates are $28.2 million of charges which have resulted or will result in cash outflows and $38.6 million of non-cash charges.

During the first quarter of fiscal 2012, we recognized $1.5 million of pre-tax charges in our condensed consolidated statement of earnings for the 2010 plan.

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We recognized the following cumulative (plan inception to August 28, 2011) pre-tax charges related to the 2010 plan in our consolidated statement of earnings:

	Consumer
	Foods		Corporate		Total
Accelerated depreciation	$	19.1	$	—	$	19.1
Inventory write-offs and related costs		0.7		—		0.7
Total cost of goods sold		19.8		—		19.8
Asset impairment		16.8		—		16.8
Severance and related costs		17.0		—		17.0
Other, net		9.2		3.6		12.8
Total selling, general and administrative expenses		43.0		3.6		46.6
Consolidated total	$	62.8	$	3.6	$	66.4

Liabilities recorded for the various initiatives and changes therein for the first quarter of fiscal 2012 under the 2010 plan were as follows:

	Balance at		Costs Incurred								Balance at
	May 29,		and Charged		Costs Paid			Changes in			August 28,
	2011		to Expense		or Otherwise Settled			Estimates			2011
Severance and related costs	$	5.2	$	0.2	$	(3.7	)	$	(0.5	)	$	1.2
Plan implementation costs		1.0		1.0		(1.9	)		—			0.1
Other costs		2.7		—		(2.7	)		—			—
Total	$	8.9	$	1.2	$	(8.3	)	$	(0.5	)	$	1.3

11. INCOME TAXES

Our income tax expense from continuing operations for the first quarter of fiscal 2012 and 2011 was $43.6 million and $66.9 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investment earnings) from continuing operations was approximately 34% and 32% for the first quarter of fiscal 2012 and 2011, respectively.

The amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $53.4 million as of August 28, 2011 and $56.5 million as of May 29, 2011. Included in the balance at August 28, 2011 and May 29, 2011 was $3.4 million and $3.3 million, respectively, of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. Any associated interest and penalties imposed would affect the tax rate. The gross unrecognized tax benefits excluded related liabilities for gross interest and penalties of $15.2 million and $14.7 million as of August 28, 2011 and May 29, 2011, respectively.

The net amount of unrecognized tax benefits at August 28, 2011 and May 29, 2011 that, if recognized, would impact the Company’s effective tax rate was $33.8 million and $35.7 million, respectively. Recognition of these tax benefits would have a favorable impact on the Company’s effective tax rate.

We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by $2 million to $7 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations.

12. CONTINGENCIES

In fiscal 1991, we acquired Beatrice Company (“Beatrice”). As a result of the acquisition and the significant pre-acquisition contingencies of the Beatrice businesses and its former subsidiaries, our consolidated post-acquisition financial statements reflect liabilities associated with the estimated resolution of these contingencies. These include various litigation and environmental proceedings related to businesses divested by Beatrice prior to its acquisition by us.

The litigation includes suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products and the Company as alleged successors to W. P. Fuller Co., a lead paint and pigment manufacturer owned and operated by Beatrice until 1967. Although decisions favorable to us have been rendered in Rhode Island, New Jersey, Wisconsin, and Ohio, we remain a

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defendant in active suits in Illinois and California. The Illinois suit seeks class-wide relief in the form of medical monitoring for elevated levels of lead in blood. In California, a number of cities and counties have joined in a consolidated action seeking abatement of the alleged public nuisance. We have had successful outcomes in every case decided to date and although exposure in the remaining cases is unlikely, it is reasonably possible. However, given the range of potential remedies, it is not possible to estimate this exposure.

The environmental proceedings include litigation and administrative proceedings involving Beatrice’s status as a potentially responsible party at 37 Superfund, proposed Superfund, or state-equivalent sites; these sites involve locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, PCBs, acids, lead, sulfur, tannery wastes, and/or other contaminants. Beatrice has paid or is in the process of paying its liability share at 34 of these sites. Reserves for these matters have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The reserves for Beatrice-related environmental matters totaled $70.9 million as of August 28, 2011, a majority of which relates to the Superfund and state-equivalent sites referenced above. We expect expenditures for Beatrice-related environmental matters to continue for up to 19 years.

In limited situations, we will guarantee an obligation of an unconsolidated entity. At the time in which we initially provide such a guarantee, we assess the risk of financial exposure to us under these agreements. We consider the credit-worthiness of the guaranteed party, the value of any collateral pledged against the related obligation, and any other factors that may mitigate our risk. We actively monitor market and entity-specific conditions that may result in a change of our assessment of the risk of loss under these agreements.

We guarantee certain leases and other commercial obligations resulting from the 2002 divestiture of our fresh beef and pork operations. The remaining terms of these arrangements do not exceed five years and the maximum amount of future payments we have guaranteed was approximately $12.9 million as of August 28, 2011.

We have also guaranteed the performance of the divested fresh beef and pork business with respect to a hog purchase contract. The hog purchase contract requires the divested fresh beef and pork business to purchase a minimum of approximately 1.2 million hogs annually through 2014. The contract stipulates minimum price commitments, based in part on market prices, and, in certain circumstances, also includes price adjustments based on certain inputs. We have not established a liability for any of the fresh beef and pork divestiture-related guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote.

We are a party to various potato supply agreements. Under the terms of certain such potato supply agreements, we have guaranteed repayment of short-term bank loans of the potato suppliers, under certain conditions. At August 28, 2011, the amount of supplier loans we have effectively guaranteed was approximately $71.9 million. We have not established a liability for these guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote.

We are a party to a supply agreement with an onion processing company. We have guaranteed, under certain conditions, repayment of a loan of this supplier. At August 28, 2011, the term of the loan was 14 years, and the amount of our guarantee was $25.0 million. In the event of default on this loan by the supplier, we have the contractual right to purchase the loan from the lender, thereby giving us secured rights to the underlying collateral. Based on a recent review of the supplier’s liquidity, we believe that a deterioration in business environment may lead to a notice of default under the loan. However, based on our estimate of the value of the collateral, we have not established a liability in connection with this guarantee, as we believe the likelihood of financial exposure to us under this agreement is remote.

Federal income tax credits were generated related to our sweet potato production facility in Delhi, Louisiana. Third parties invested in certain of these income tax credits. We have guaranteed these third parties the face value of these income tax credits over their statutory lives, a period of seven years, in the event that the income tax credits are recaptured or reduced. The face value of the income tax credits was $21.2 million as of August 28, 2011. We believe the likelihood of the recapture or reduction of the income tax credits is remote, and therefore we have not established a liability in connection with this guarantee.

We are a party to a number of lawsuits and claims arising out of the operation of our business, including lawsuits and claims related to the February 2007 recall of our peanut butter products and litigation we initiated against an insurance carrier to recover our settlement expenditures and defense costs. We recognized a charge of $24.8 million during the third quarter of fiscal 2009 in connection with the disputed coverage with this insurance carrier. During the second quarter of fiscal 2010, a Delaware state court rendered a decision on certain matters in our claim for the disputed coverage favorable to the insurance carrier. We appealed this decision and, during the fourth quarter of fiscal 2011, we received a favorable opinion related to our defense costs and the claim for disputed coverage was remanded to the state court. We continue to vigorously pursue our claim for the disputed coverage. In fiscal 2011, we received formal requests from the U.S. Attorney’s office in Georgia seeking a variety of records and information related to the operations of our

20

peanut butter manufacturing facility in Sylvester, Georgia. We believe these requests are related to the previously disclosed June 2007 execution of a search warrant at our facility following the February 2007 recall of our peanut butter products. The Company is cooperating with officials in regard to the requests.

In June 2009, an accidental explosion occurred at our manufacturing facility in Garner, North Carolina. This facility was the primary production facility for our Slim Jim^® branded meat snacks. On June 13, 2009, the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives announced its determination that the explosion was the result of an accidental natural gas release, and not a deliberate act. During the fourth quarter of fiscal 2011, we settled our property and business interruption claims related to the Garner accident with our insurance providers. During the fourth quarter of fiscal 2011, Jacobs Engineering Group Inc., our engineer and project manager at the site filed a declaratory judgment action against us seeking indemnity for personal injury claims brought against it as a result of the accident. In the first quarter of fiscal 2012, the Court granted our motion for summary judgment on the basis that the suit was filed prematurely. We will continue to defend this action vigorously. Any exposure in this case is expected to be limited to the applicable insurance deductible.

We are a party to several lawsuits concerning the use of diacetyl, a butter flavoring ingredient that was added to our microwave popcorn until late 2007. The cases are consumer personal injury suits claiming respiratory illness allegedly due to exposures to vapors from microwaving popcorn. We have received favorable outcomes in connection with these cases to date. We do not believe these cases possess merit and continue to vigorously defend them. Any exposure in these cases is expected to be limited to the applicable insurance deductible.

After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity. It is reasonably possible that a change in one of the estimates of the foregoing matters may occur in the future. Costs of legal services associated with the foregoing matters are recognized in earnings as services are provided.

13. PENSION AND POSTRETIREMENT BENEFITS

We have defined benefit retirement plans (“plans”) for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits (“other postretirement benefits”) to qualifying U.S. employees.

Components of pension benefit and other postretirement benefit costs included:

	Pension Benefits						Postretirement Benefits
	Thirteen weeks ended						Thirteen weeks ended
	August 28,			August 29,			August 28,			August 29,
	2011			2010			2011			2010
Service cost	$	17.1		$	14.9		$	0.2		$	0.1
Interest cost		37.2			36.9			3.7			4.1
Expected return on plan assets		(44.9	)		(43.3	)		—			(0.1	)
Amortization of prior service cost (gain)		0.8			0.8			(2.2	)		(2.4	)
Recognized net actuarial loss		9.6			4.1			1.5			1.2
Curtailment loss		—			1.3			—			—
Benefit cost — Company plans		19.8			14.7			3.2			2.9
Pension benefit cost — multi-employer plans		2.1			2.5			—			—
Total benefit cost	$	21.9		$	17.2		$	3.2		$	2.9

During the first quarter of fiscal 2012, we contributed $3.0 million to our pension plans and contributed $7.5 million to our other postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $79.2 million to our pension plans for the remainder of fiscal 2012. We anticipate making further contributions of $21.0 million to our other postretirement plans during the remainder of fiscal 2012. These estimates are based on current tax laws, plan asset performance, and liability assumptions, which are subject to change.

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14. LONG-TERM DEBT

On September 15, 2011, subsequent to the end of the first quarter of fiscal 2012, we repaid the entire principal balance of $342.7 million of our 6.75% senior notes, due on that date.

We consolidate the financial statements of Lamb Weston BSW. In the first quarter of fiscal 2011, we repaid $35.4 million of bank borrowings by our Lamb Weston BSW potato processing venture.

Net interest expense consists of:

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Long-term debt	$	56.1		$	60.3
Short-term debt		0.1			0.1
Interest income		(1.3	)		(19.4	)
Interest capitalized		(2.0	)		(3.7	)
	$	52.9		$	37.3

Included in net interest expense was $18.5 million of interest income in the first quarter of fiscal 2011, from the payment-in-kind notes received in connection with the disposition of the trading and merchandising business in June 2008.

Our net interest expense for the first quarter of fiscal 2012 and 2011 was reduced by $3.1 million and $4.4 million, respectively, due to the impact of interest rate swap contracts entered into in the fourth quarter of fiscal 2010. The interest rate swaps effectively changed our interest rates on the senior long-term debt instruments maturing in fiscal 2012 and 2014 from fixed to variable. During the second quarter of fiscal 2011, we terminated the interest rate swap contracts and received proceeds of $31.5 million. The cumulative adjustment to the fair value of the debt instruments being hedged (the effective portion of the hedge) is being amortized as a reduction of interest expense over the remaining lives of the debt instruments (through fiscal 2014).

15. STOCKHOLDERS’ EQUITY

The following table presents a reconciliation of our stockholders’ equity accounts for the three months ended August 28, 2011:

	ConAgra Foods, Inc. Stockholders’ Equity
											Accumulated
					Additional						Other
	Common		Common		Paid-in			Retained			Comprehensive			Treasury			Noncontrolling			Total
	Shares		Stock		Capital			Earnings			Income (Loss)			Stock			Interests			Equity
Balance at May 29, 2011		567.9	$	2,839.7	$	899.1		$	4,853.6		$	(222.7	)	$	(3,668.2	)	$	7.0		$	4,708.5
Stock option and incentive plans						(18.3	)		(1.3	)					87.7						68.1
Currency translation adjustment												(9.9	)								(9.9	)
Unrealized loss on securities												(0.1	)								(0.1	)
Derivative adjustment, net of reclassification adjustment												(31.9	)								(31.9	)
Activities of noncontrolling interests						(0.4	)											(0.1	)		(0.5	)
Pension and postretirement healthcare benefits												6.1									6.1
Dividends declared on common stock; $0.23 per share									(95.3	)											(95.3	)
Net income attributable to ConAgra Foods, Inc.									85.3												85.3
Balance at August 28, 2011		567.9	$	2,839.7	$	880.4		$	4,842.3		$	(258.5	)	$	(3,580.5	)	$	6.9		$	4,730.3

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16. FAIR VALUE MEASUREMENTS

FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities,

Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and

Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of August 28, 2011:

	Level 1		Level 2		Level 3		Total
Assets:
Derivative assets	$	17.2	$	59.8	$	—	$	77.0
Available-for-sale securities		1.5		—		—		1.5
Deferred compensation assets		7.1		—		—		7.1
Total assets	$	25.8	$	59.8	$	—	$	85.6
Liabilities:
Derivative liabilities	$	—	$	121.5	$	—	$	121.5
Deferred compensation liabilities		28.0		—		—		28.0
Total liabilities	$	28.0	$	121.5	$	—	$	149.5

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 29, 2011:

	Level 1		Level 2		Level 3		Total
Assets:
Derivative assets	$	16.3	$	55.2	$	—	$	71.5
Available-for-sale securities		1.7		—		—		1.7
Deferred compensation assets		7.4		—		—		7.4
Total assets	$	25.4	$	55.2	$	—	$	80.6
Liabilities:
Derivative liabilities	$	—	$	92.2	$	—	$	92.2
Deferred compensation liabilities		29.1		—		—		29.1
Total liabilities	$	29.1	$	92.2	$	—	$	121.3

Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and cost and equity investments are measured at fair value on a nonrecurring basis. There were no significant fair value measurement losses recognized for such assets and liabilities in the periods reported.

The carrying amount of long-term debt (including current installments) was $3.2 billion as of August 28, 2011 and May 29, 2011. Based on current market rates provided primarily by outside investment bankers, the fair value of this debt at August 28, 2011 and May 29, 2011 was estimated at $3.7 billion and $3.6 billion, respectively.

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17. BUSINESS SEGMENTS AND RELATED INFORMATION

We report our operations in two reporting segments: Consumer Foods and Commercial Foods. The Consumer Foods reporting segment includes branded, private label, and customized food products, which are sold in various retail and foodservice channels, principally in North America. The products include a variety of categories (meals, entrees, condiments, sides, snacks, and desserts) across frozen, refrigerated, and shelf-stable temperature classes. The Commercial Foods reporting segment includes commercially branded foods and ingredients, which are sold principally to foodservice, food manufacturing, and industrial customers. The Commercial Foods segment’s primary products include: specialty potato products, milled grain ingredients, a variety of vegetable products, seasonings, blends, and flavors which are sold under brands such as Lamb Weston^®, ConAgra Mills^®, and Spicetec Flavors & Seasonings^TM. We do not aggregate operating segments when determining our reporting segments.

Intersegment sales have been recorded at amounts approximating market. Operating profit for each segment is based on net sales less all identifiable operating expenses. General corporate expense, net interest expense, and income taxes have been excluded from segment operations. In the first quarter of fiscal 2012, we changed the manner in which the expenses associated with certain administrative functions are recognized in segment results. Accordingly, segment results of the prior period have been reclassified to reflect these changes.

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net sales
Consumer Foods	$	1,891.7	$	1,811.5
Commercial Foods		1,180.3		992.8
Total net sales	$	3,072.0	$	2,804.3
Operating profit
Consumer Foods	$	196.2	$	207.7
Commercial Foods		97.5		113.1
Total operating profit	$	293.7	$	320.8
Equity method investment earnings
Consumer Foods	$	1.0	$	1.1
Commercial Foods		5.2		5.1
Total equity method investment earnings	$	6.2	$	6.2
Operating profit plus equity method investment earnings
Consumer Foods	$	197.2	$	208.8
Commercial Foods		102.7		118.2
Total operating profit plus equity method investment earnings	$	299.9	$	327.0
General corporate expenses	$	117.9	$	79.5
Interest expense, net		52.9		37.3
Income tax expense		43.6		66.9
Income from continuing operations		85.5		143.3
Less: Net income (loss) attributable to noncontrolling interests		0.3		(0.1	)
Income from continuing operations attributable to ConAgra Foods, Inc.	$	85.2	$	143.4

Presentation of Derivative Gains (Losses) for Economic Hedges of Forecasted Cash Flows in Segment Results

Derivatives used to manage commodity price risk and foreign currency risk are not designated for hedge accounting treatment. We believe these derivatives provide economic hedges of certain forecasted transactions. As such, these derivatives (except those related to our milling operations, see Note 6 to our condensed consolidated financial statements) are recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expenses. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period in which the underlying transaction being economically hedged is included in earnings.

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The following table presents the net derivative losses from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology:

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Net derivative losses incurred	$	(12.3	)	$	(7.9	)
Less: Net derivative gains (losses) allocated to reporting segments		21.2			(2.1	)
Net derivative losses recognized in general corporate expenses	$	(33.5	)	$	(5.8	)
Net derivative gains (losses) allocated to Consumer Foods	$	18.3		$	(1.9	)
Net derivative gains (losses) allocated to Commercial Foods		2.9			(0.2	)
Net derivative gains (losses) included in segment operating profit	$	21.2		$	(2.1	)

Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify gains of $8.0 million and losses of $9.2 million to segment operating results in fiscal 2012 and 2013 and thereafter, respectively. Amounts allocated, or to be allocated, to segment operating results during fiscal 2012 and thereafter include $32.3 million of gains recognized prior to fiscal 2012, which had not been allocated to segment operating results.

Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 18% and 19% of consolidated net sales in the first quarter of fiscal 2012 and 2011, respectively, primarily in the Consumer Foods segment.

Wal-Mart Stores, Inc. and its affiliates accounted for approximately 15% of consolidated net receivables as of both August 28, 2011 and May 29, 2011, primarily in the Consumer Foods segment.

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ConAgra Foods, Inc. and Subsidiaries
Part I — Financial Information

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. We undertake no responsibility for updating these statements. Readers of this report should understand that these statements are not guarantees of performance or results. Many factors could affect our actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements, including those set forth in this report. These factors include, among other things: availability and prices of raw materials; the effectiveness of our product pricing, including any pricing actions and promotional changes; future economic circumstances; industry conditions; our ability to execute our operating plans; the success of our innovation, marketing, and cost savings initiatives; the amount and timing of repurchases of our common stock, if any; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of any product recalls; access to capital; actions of governments and regulatory factors affecting our businesses, including the Patient Protection and Affordable Care Act; and other risks described in our reports filed with the Securities and Exchange Commission. We caution readers not to place undue reliance on any forward-looking statements included in this report, which speak only as of the date of this report.

The following discussion should be read together with our financial statements and related notes contained in this report and with the financial statements, related notes, and Management’s Discussion & Analysis in our annual report on Form 10-K for the fiscal year ended May 29, 2011. Results for the thirteen week period ended August 28, 2011 are not necessarily indicative of results that may be attained in the future.

Fiscal 2012 First Quarter Executive Overview

ConAgra Foods, Inc. (NYSE: CAG) is one of North America’s leading food companies, with brands in 97% 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 other ConAgra Foods brands and products in grocery, convenience, mass merchandise, and club stores. We also have 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 industrial customers.

Diluted earnings per share were $0.20 in the first quarter of fiscal 2012. Diluted earnings per share were $0.33 in the first quarter of fiscal 2011. Certain significant items affect the comparability of year-over-year results of continuing operations (see “Items Impacting Comparability” below).

Items Impacting Comparability

Segment presentation of gains and losses from derivatives used for economic hedging of anticipated commodity input costs and economic hedging of foreign currency exchange rate risks of anticipated transactions is discussed in the segment review below.

Results of operations for the first quarter of fiscal 2012 and 2011 include charges totaling $24 million ($15 million after-tax) and $8 million ($5 million after-tax), respectively, for costs incurred under our restructuring plans.

Acquisitions

In the first quarter of fiscal 2011, we acquired the assets of American Pie, LLC (“American Pie”), a manufacturer of frozen fruit pies, thaw and serve pies, fruit cobblers, and pie crusts under the licensed Marie Callender’s^® and Claim Jumper^® trade names, as well as frozen dinners, pot pies, and appetizers under the Claim Jumper^® trade name. We paid approximately $131 million in cash for this business.

In the first quarter of fiscal 2012, we acquired the Marie Callender’s ^® brand trademarks for approximately $58 million.

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Divestitures

During the first quarter of fiscal 2011, we completed the sale of substantially all of the assets of Gilroy Foods & Flavors™ dehydrated garlic, onion, capsicum and Controlled Moisture™, GardenFrost^®, Redi-Made™, and fresh vegetable operations for $246 million in cash. We reflected the results of these operations as discontinued operations for the period prior to divestiture.

During the fourth quarter of fiscal 2011, we completed the sale of substantially all of the assets of our frozen handhelds operations for approximately $9 million. We reflected the results of these operations as discontinued operations for all periods presented.

Restructuring Plans

In August 2011, we made a decision to reorganize our Consumer Foods sales function and certain other administrative functions within our Commercial Foods and Corporate reporting segments. These actions, collectively referred to as the Administrative Efficiency Restructuring Plan (the “Administrative Efficiency Plan”), are intended to improve the efficiency and effectiveness of the affected sales and administrative functions. In connection with the Administrative Efficiency Plan, we currently estimate we will incur approximately $22 million of charges ($20 million of which are cash charges), primarily for severance and costs of employee relocation. In the first quarter of fiscal 2012, we recognized charges of approximately $11 million in relation to the Administrative Efficiency Plan.

In February 2011, our Board of Directors approved a plan recommended by executive management designed to optimize our manufacturing and distribution networks (the “Network Optimization Plan”). The Network Optimization Plan consists of projects that involve, among other things, the exit of certain manufacturing facilities, the disposal of underutilized manufacturing assets, and actions designed to optimize our distribution network. Implementation of the plan is expected to continue through fiscal 2013 and is intended to improve the efficiency of our manufacturing operations and reduce costs.

In connection with the Network Optimization Plan, we currently estimate we will incur aggregate pre-tax costs of approximately $68 million, including approximately $25 million of cash charges. In the first quarter of fiscal 2012, we recognized charges of $11 million in relation to the Network Optimization Plan.

In March 2010, we announced a plan, authorized by our Board of Directors, related to the long-term production of our meat snack products. The plan provides for the closure of our meat snacks production facility in Garner, North Carolina, and the movement of production to our existing facility in Troy, Ohio. Upon completion of the plan’s implementation, which is expected to be in the second quarter of fiscal 2012, the Troy facility will be our primary meat snacks production facility.

In May 2010, we made a decision to consolidate certain administrative functions from Edina, Minnesota, to Naperville, Illinois. The transition of these functions was completed in the first half of fiscal 2011. This plan, together with the plan to move production of our meat snacks from Garner, North Carolina to Troy, Ohio, are collectively referred to as the 2010 restructuring plan (the “2010 plan”). In connection with the 2010 plan, which is substantially complete, we expect to incur pre-tax cash and non-cash charges of $67 million. In the first quarter of fiscal 2011, we recognized charges of approximately $2 million in relation to these plans.

The Administrative Efficiency Plan, the Network Optimization Plan, and the 2010 Plan are collectively referred to as our restructuring plans.

Management continues to evaluate our manufacturing footprint and potential opportunities to generate cost savings. If such opportunities are identified, the Network Optimization Plan will be amended accordingly, which could lead to significant additional restructuring expenses.

27

Segment Review

We report our operations in two reporting segments: Consumer Foods and Commercial Foods. In the first quarter of fiscal 2012, we changed the manner in which the expenses associated with certain administrative functions are recognized in segment results. Accordingly, segment results of the prior period have been reclassified to reflect these changes.

Consumer Foods

The Consumer Foods reporting segment includes branded and private label food products that are sold in various retail and foodservice channels, principally in North America. The products include a variety of categories (meals, entrees, condiments, sides, snacks, and desserts) across frozen, refrigerated, and shelf-stable temperature classes.

As discussed above, we reflected the results of our frozen handhelds operations as discontinued operations for all periods presented.

Commercial Foods

The Commercial Foods reporting segment includes commercially branded foods and ingredients, which are sold principally to foodservice, food manufacturing, and industrial customers. The segment’s primary products include: specialty potato products, milled grain ingredients, and a variety of vegetable products, seasonings, blends, and flavors, which are sold under brands such as ConAgra Mills^®, Lamb Weston^®, and Spicetec Flavors & Seasonings^TM.

As discussed above, we reflected the results of the Gilroy Foods & Flavors^TM operations as discontinued operations for the period prior to divestiture.

Presentation of Derivative Gains (Losses) for Economic Hedges of Forecasted Cash Flows in Segment Results

Derivatives used to manage commodity price risk and foreign currency risk are not designated for hedge accounting treatment. We believe these derivatives provide economic hedges of certain forecasted transactions. As such, these derivatives (except those related to our milling operations, see Note 6 to our condensed consolidated financial statements) are recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expenses. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period in which the underlying transaction being economically hedged is included in earnings.

The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology:

	Thirteen weeks ended
	August 28,			August 29,
($ in millions)	2011			2010
Net derivative losses incurred	$	(13	)	$	(8	)
Less: Net derivative gains (losses) allocated to reporting segments		21			(2	)
Net derivative losses recognized in general corporate expenses	$	(34	)	$	(6	)
Net derivative gains (losses) allocated to Consumer Foods	$	18		$	(2	)
Net derivative gains  allocated to Commercial Foods		3			—
Net derivative gains (losses) included in segment operating profit	$	21		$	(2	)

Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify gains of $8 million and losses of $9 million to segment operating results in fiscal 2012 and 2013 and thereafter, respectively. Amounts allocated, or to be allocated, to segment operating results during fiscal 2011 and thereafter include $32 million of gains incurred prior to fiscal 2012, which had not been allocated to segment operating results.

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Net Sales

($ in millions)	Net Sales
	Thirteen weeks ended
	August 28,		August 29,		% Inc /
Reporting Segment	2011		2010		(Dec)
Consumer Foods	$	1,892	$	1,811		4	%
Commercial Foods		1,180		993		19	%
Total	$	3,072	$	2,804		10	%

Net sales for the first quarter of fiscal 2012 were $3.07 billion, an increase of $268 million, or 10%, from the first quarter of fiscal 2011. The increase in net sales for the first quarter of fiscal 2012 was largely due to increased wheat component pricing in the flour milling business in our Commercial Foods segment, increased net pricing in the Consumer Foods segment, and increased volume and pricing in the specialty potatoes business in our Commercial Foods segment.

Consumer Foods net sales for the first quarter of fiscal 2012 were $1.89 billion, an increase of 4%, compared to the first quarter of fiscal 2011. Results reflected flat volume performance from existing businesses and a 4% increase from net pricing and mix.

Sales of products associated with some of our most significant brands, including Blue Bonnet^®, DAVID^®, Healthy Choice^®, Hebrew National^®, Libby’s^®, Marie Callender’s^®, Orville Redenbacher’s^®, PAM^®, Peter Pan^®, Reddi-wip^®, Ro*Tel^®, Slim Jim^®, Swiss Miss^®, and Wesson^® grew in the first quarter of fiscal 2012. Significant brands whose products experienced sales declines in the first quarter of fiscal 2012 include ACT II^®, Banquet^®, Chef Boyardee^®, Hunt’s^®, Kid Cuisine^®, and Snack Pack^®.

Commercial Foods net sales were $1.18 billion for the first quarter of fiscal 2012, an increase of $187 million, or 19%, compared to the first quarter of fiscal 2011. Results for the first quarter of fiscal 2012 reflected the pass-through of higher wheat prices by the segment’s flour milling operations, resulting in an increase to net sales of approximately $126 million. Results also reflected improved volume of 3% and increased net pricing of 5% in our Lamb Weston^® specialty potato products business.

Selling, General and Administrative Expenses (Includes general corporate expenses)

Selling, general and administrative expenses totaled $423 million for the first quarter of fiscal 2012, an increase of $13 million, or 3%, as compared to the first quarter of the prior year. Selling, general and administrative expenses for the first quarter of fiscal 2012 included the following:

• charges of approximately $21 million related to the execution of our restructuring plans,

• a decrease in advertising and promotion expenses of $13 million,

• an increase in pension expense of $5 million, and

• an increase in salaries and wages expense of $6 million.

Selling, general and administrative expenses for the first quarter of fiscal 2011 included charges of approximately $5 million related to the execution of our restructuring plans.

Operating Profit (Earnings before general corporate expenses, interest expense, net, income taxes, and equity method investment earnings)

($ in millions)	Operating Profit
	Thirteen weeks ended
	August 28,		August 29,		% Inc /
Reporting Segment	2011		2010		(Dec)
Consumer Foods	$	196	$	208		(6	)%
Commercial Foods		98		113		(14	)%

29

Consumer Foods operating profit for the first quarter of fiscal 2012 was $196 million, a decrease of $12 million, or 6%, compared to the first quarter of fiscal 2011. Gross profits were $13 million lower for the first quarter of fiscal 2012 than for the first quarter of fiscal 2011, driven by the impact of higher net sales, discussed above, and higher commodity input costs, partially offset by supply chain cost savings initiatives. Increased commodity input costs were most significant in fats and oils, proteins, and dairy products. Consumer Foods selling, general and administrative expenses were slightly higher in the first quarter of fiscal 2012 than in the first quarter of fiscal 2011. Advertising and promotion expenses decreased by $11 million in the first quarter of fiscal 2012 as compared to the first quarter of fiscal 2011. The weakening of the U.S. dollar relative to foreign currencies resulted in an increase of operating profit of approximately $3 million as compared to the first quarter of fiscal 2011. The Consumer Foods segment incurred costs of $16 million and $8 million in connection with the restructuring plans in the first quarter of fiscal 2012 and 2011, respectively.

For the first quarter of fiscal 2012, operating profit for the Commercial Foods segment was $98 million, a decrease of $15 million, or 14%, from the first quarter of fiscal 2011. Gross profit in the flour milling operations was $16 million lower in the first quarter of fiscal 2012 than in the first quarter of fiscal 2011. This was the result of declining market basis values of wheat inventories, more competitive pressure on milling margins, and increased transportation costs. The gross profits in our specialty potato operations improved in the first quarter of fiscal 2012 relative to the first quarter of fiscal 2011, as increased sales volumes and pricing more than offset higher input costs. The Commercial Foods segment incurred costs of $4 million in connection with the restructuring plans in the first quarter of fiscal 2012.

Interest Expense, Net

Net interest expense was $53 million and $37 million for the first quarter of fiscal 2012 and 2011, respectively. Net interest expense for the first quarter of fiscal 2011 reflected approximately $18 million of interest income from the payment-in-kind notes received in connection with the disposition of the trading and merchandising business in June 2008. The payment-in-kind notes were repaid in full in fiscal 2011.

Income Taxes

In the first quarter of fiscal 2012 and 2011, our income tax expense was $44 million and $67 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investment earnings) was approximately 34% and 32% for the first quarter of fiscal 2012 and 2011, respectively. Income tax expense for the first quarter of fiscal 2011 reflected the impact of lower effective state income tax rates, a higher domestic manufacturing deduction, and various changes in estimates. We expect our continuing operations effective tax rate for the full fiscal year 2012 to be approximately 34%.

Equity Method Investment Earnings

Equity method investment earnings were $6 million in the first quarter of each of fiscal 2012 and 2011.

Discontinued Operations

Our discontinued operations generated after-tax earnings of $3 million in the first quarter of fiscal 2011.

Earnings Per Share

Our diluted earnings per share for the first quarter of fiscal 2012 were $0.20. Our diluted earnings per share for the first quarter of fiscal 2011 were $0.33 (including earnings of $0.32 per diluted share from continuing operations and $0.01 per diluted share from discontinued operations).

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Liquidity and Capital Resources

Sources of Liquidity and Capital

Our primary financing objective is to maintain a prudent capital structure that provides us flexibility to pursue our growth objectives. If necessary, we use short-term debt principally to finance ongoing operations, including our seasonal requirements for working capital (accounts receivable, prepaid expenses and other current assets, and inventories, less accounts payable, accrued payroll, and other accrued liabilities) and a combination of equity and long-term debt to finance both our base working capital needs and our noncurrent assets.

At August 28, 2011, we had a $1.5 billion revolving credit facility with a syndicate of financial institutions, which was scheduled to mature in December 2011. The facility has historically been used principally as a back-up facility for our commercial paper program. As of August 28, 2011, there were no outstanding borrowings under the facility. We did not draw upon this facility or the commercial paper program during the first quarter of fiscal 2012 or 2011. On September 14, 2011, subsequent to the end of the first quarter of fiscal 2012, we entered into a new $1.5 billion facility. The new facility is scheduled to mature in September 2016. Borrowings under the new facility will bear interest at 1.1% over LIBOR and may be prepaid without penalty. Similar to our former facility, the new facility requires that our consolidated funded debt not exceed 65% of our consolidated capital base, and that our fixed charges coverage ratio be greater than 1.75 to 1.0. As of August 28, 2011, we were in compliance with these financial covenants.

As of the end of the first quarter of fiscal 2012, our senior long-term debt ratings were all investment grade. A significant downgrade in our credit ratings would not affect our ability to borrow amounts under the revolving credit facility, although borrowing costs would increase. A downgrade of our short-term credit ratings would impact our ability to borrow under our commercial paper program by negatively impacting borrowing costs and causing shorter durations, as well as making access to commercial paper more difficult.

On September 15, 2011, subsequent to the end of the first quarter of fiscal 2012, we repaid the entire principal balance of $343 million of our 6.75% senior notes, due on that date.

On September 23, 2011, subsequent to the end of the first quarter of fiscal 2012, our Board of Directors approved an increase in our quarterly dividend to $0.24 per share from the previous level of $0.23 per share, an annualized increase of approximately 4%.

Cash Flows

During the first quarter of fiscal 2012, we generated $123 million of cash, which was the net result of $315 million generated from operating activities, $149 million used in investing activities, $41 million used in financing activities, and a decrease of $2 million in cash due to the effect of changes in foreign currency exchange rates.

Cash generated from operating activities of continuing operations totaled $312 million in the first quarter of fiscal 2012, as compared to $104 million generated in the first quarter of fiscal 2011. Increased cash flows from operations reflected lower incentive compensation payments paid in the first quarter of fiscal 2012 (earned in fiscal 2011) than in the first quarter of fiscal 2011 (earned in fiscal 2010). Also impacting the year-over-year operating cash flows were contributions of $110 million to our pension plans in the first quarter of fiscal 2011 versus contributions of only $3 million in the first quarter of fiscal 2012.

Cash used in investing activities from continuing operations totaled $149 million in the first quarter of fiscal 2012, versus cash used in investing activities from continuing operations of $255 million in the first quarter of fiscal 2011. Investing activities of continuing operations in the first quarter of fiscal 2012 consisted primarily of capital expenditures of $96 million and the acquisition of an intangible asset (the Marie Callender’s^® license) for $58 million. Investing activities of continuing operations in the first quarter of fiscal 2011 included capital expenditures of $129 million and the acquisition of businesses and intangible assets (principally the American Pie business). We generated $249 million of cash from investing activities of discontinued operations in the first quarter of fiscal 2011 from the disposition of the Gilroy Foods & Flavors™ business.

Cash used in financing activities totaled $41 million and $216 million in the first quarters of fiscal 2012 and 2011, respectively. During the first quarters of fiscal 2012 and 2011, we paid dividends of $94 million and $88 million, respectively. In the first quarter of fiscal 2011, we repurchased $100 million of our common stock as part of our share repurchase program. Also in the first quarter of fiscal 2011, we repaid $38 million of debt (including the repayment of $35 million of bank borrowings by our Lamb Weston BSW potato processing venture).

We estimate our capital expenditures in fiscal 2012 will be approximately $475 million.

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Management believes that existing cash balances, cash flows from operations, existing credit facilities, and access to capital markets will provide sufficient liquidity to meet our working capital needs, planned capital expenditures, and payment of anticipated quarterly dividends for at least the next twelve months.

Off-Balance Sheet Arrangements

We use off-balance sheet arrangements (e.g., leases accounted for as operating leases) where sound business principles warrant their use. We also periodically enter into guarantees and other similar arrangements as part of transactions in the ordinary course of business. These are described further in “Obligations and Commitments,” below.

Variable Interest Entities Not Consolidated

We have variable interests in certain entities that we have determined to be variable interest entities, but for which we are not the primary beneficiary. We do not consolidate the financial statements of these entities.

We hold a 50% interest in Lamb Weston RDO, a potato processing venture. We provide all sales and marketing services to Lamb Weston RDO. We receive a fee for these services based on a percentage of the net sales of the venture. We reflect the value of our ownership interest in this venture in other assets in our condensed consolidated balance sheets, based upon the equity method of accounting. The balance of our investment was $13 million and $14 million at August 28, 2011 and May 29, 2011, respectively, representing our maximum exposure to loss as a result of our involvement with this venture. The capital structure of Lamb Weston RDO includes owners’ equity of $26 million and term borrowings from banks of $44 million as of August 28, 2011. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this venture.

We lease certain office buildings from entities that we have determined to be variable interest entities. The lease agreements with these entities include fixed-price purchase options for the assets being leased, representing our only variable interest in these lessor entities. These leases are accounted for as operating leases, and accordingly, there are no material assets or liabilities associated with these entities included in our condensed consolidated balance sheets. We have no material exposure to loss from our variable interests in these entities. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of these entities. In making this determination, we have considered, among other items, the terms of the lease agreements, the expected remaining useful lives of the assets leased, and the capital structure of the lessor entities.

Obligations and Commitments

As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as lease agreements, debt agreements, and unconditional purchase obligations (i.e., obligations to transfer funds in the future for fixed or minimum quantities of goods or services at fixed or minimum prices, such as “take-or-pay” contracts). The unconditional purchase obligation arrangements are entered into in our normal course of business in order to ensure adequate levels of sourced product are available. Of these items, debt and capital lease obligations, which totaled $3.3 billion as of August 28, 2011, were recognized as liabilities in our condensed consolidated balance sheet. Operating lease obligations and unconditional purchase obligations, which totaled approximately $963 million as of August 28, 2011, were not recognized as liabilities in our condensed consolidated balance sheet, in accordance with generally accepted accounting principles.

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A summary of our contractual obligations as of August 28, 2011 was as follows (including obligations of discontinued operations):

	Payments Due by Period
	(in millions)
			Less than						After 5
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		Years
Long-term debt	$	3,235.3	$	371.0	$	593.0	$	1.3	$	2,270.0
Capital lease obligations		60.8		5.3		9.2		4.9		41.4
Operating lease obligations		359.7		68.8		100.2		63.3		127.4
Purchase obligations		602.8		518.9		38.1		19.3		26.5
Total	$	4,258.6	$	964.0	$	740.5	$	88.8	$	2,465.3

We are also contractually obligated to pay interest on our long-term debt and capital lease obligations. The weighted average coupon interest rate of the long-term debt obligations outstanding as of August 28, 2011 was approximately 7.0%.

The purchase obligations noted in the table above do not reflect approximately $670 million of open purchase orders, some of which are not legally binding. These purchase orders are settleable in the ordinary course of business in less than one year.

We own a 49.99% interest in Lamb Weston BSW, LLC (“Lamb Weston BSW”), a potato processing venture with Ochoa Ag Unlimited Foods, Inc. (“Ochoa”). We provide all sales and marketing services to Lamb Weston BSW. Under certain circumstances, we could be required to compensate the other equity owner of Lamb Weston BSW for lost profits resulting from significant production shortfalls. Commencing on June 1, 2018, or on an earlier date under certain circumstances, we have a contractual right to purchase the remaining equity interest in Lamb Weston BSW from Ochoa (the “call option”). We are subject to a contractual obligation to purchase all of Ochoa’s equity investment in Lamb Weston BSW at the option of Ochoa (the “put option”). The purchase prices under the call option and the put option (the “options”) are based on the book value of Ochoa’s equity interest at the date of exercise, as modified by an agreed-upon rate of return for the holding period of the investment balance. The agreed-upon rate of return varies depending on the circumstances under which any of the options are exercised. As of August 28, 2011, the price at which Ochoa had the right to put its equity interest to us was $31 million. This amount, which is presented within other liabilities in our condensed consolidated balance sheets, is not included in the “Contractual Obligations” table, above, as the payment is contingent upon the exercise of the put option by Ochoa, and the eventual occurrence and timing of such exercise is uncertain.

As part of our ongoing operations, we also enter into arrangements that obligate us to make future cash payments only upon the occurrence of a future event (e.g., guarantees of debt or lease payments of a third party should the third party be unable to perform). In accordance with generally accepted accounting principles, the following commercial commitments are not recognized as liabilities in our condensed consolidated balance sheet. A summary of our commitments, including commitments associated with equity method investments, as of August 28, 2011 was as follows:

	Amount of Commitment Expiration Per Period
	(in millions)
			Less than						After 5
Other Commercial Commitments	Total		1 Year		1-3 Years		3-5 Years		Years
Guarantees	$	131.0	$	77.3	$	10.9	$	11.3	$	31.5
Other commitments		2.1		2.1		—		—		—
Total	$	133.1	$	79.4	$	10.9	$	11.3	$	31.5

In certain limited situations, we will guarantee an obligation of an unconsolidated entity. We guarantee certain leases and other commercial obligations resulting from the divestiture of our fresh beef and pork operations. The remaining terms of these arrangements do not exceed five years and the maximum amount of future payments we have guaranteed was approximately $13 million as of August 28, 2011. We have also guaranteed the performance of the divested fresh beef and pork business with respect to a hog purchase contract. The hog purchase contract requires the fresh beef and pork business to purchase a minimum of approximately 1.2 million hogs annually through 2014. The contract stipulates minimum price commitments, based in part on market prices and, in certain circumstances, also includes price adjustments based on certain inputs.

We are a party to various potato supply agreements. Under the terms of certain such potato supply agreements, we have guaranteed repayment of short-term bank loans of the potato suppliers, under certain conditions. At August 28, 2011, the amount of supplier loans

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effectively guaranteed by us was approximately $72 million, included in the table above. We have not established a liability for these guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote.

We are a party to various agreements with an onion processing company. We have guaranteed, under certain conditions, repayment of a portion of the loan held by this supplier for its onion processing related operations. At August 28, 2011, the amount of our guarantee was $25 million, included in the table above. In the event of default on this loan by the supplier, we have the contractual right to purchase the loan from the lender, thereby giving us secured rights to the underlying collateral. Based on a recent review of the supplier’s liquidity, we believe that a deterioration in business environment may lead to a notice of default under the loan. However, based on our estimate of the value of the collateral, we have not established a liability in connection with this guarantee, as we believe the likelihood of financial exposure to us under this guarantee is remote.

Federal income tax credits were generated related to the construction of our sweet potato production facility in Delhi, Louisiana. Third parties invested in certain of these income tax credits. We have guaranteed these third parties the face value of these income tax credits over their statutory lives, a period of seven years, in the event that the income tax credits are recaptured or reduced. The face value of the income tax credits was $21 million as of August 28, 2011. We believe the likelihood of the recapture or reduction of the income tax credits is remote, and therefore we have not established a liability in connection with this guarantee.

The obligations and commitments tables above do not include any reserves for uncertainties in income taxes, as we are unable to reasonably estimate the ultimate amount or timing of settlement of our reserves for income taxes. The liability for gross unrecognized tax benefits at August 28, 2011 was $53 million. The net amount of unrecognized tax benefits at August 28, 2011, that, if recognized, would impact our effective tax rate was $34 million. Recognition of this tax benefit would have a favorable impact on our effective tax rate.

Critical Accounting Estimates

A discussion of our critical accounting estimates can be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our annual report on Form 10-K for the fiscal year ended May 29, 2011.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The principal market risks affecting us are exposures to price fluctuations of commodity and energy inputs, interest rates, and foreign currencies.

Other than the changes noted below, there have been no material changes in our market risk during the thirteen weeks ended August 28, 2011. For additional information, refer to the “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of our annual report on Form 10-K for the fiscal year ended May 29, 2011.

Commodity Market Risk

We purchase commodity inputs such as wheat, corn, oats, soybean meal, soybean oil, meat, dairy products, sugar, natural gas, electricity, and packaging materials to be used in our operations. These commodities are subject to price fluctuations that may create price risk. We enter into commodity hedges to manage this price risk using physical forward contracts or derivative instruments. We have policies governing the hedging instruments our businesses may use. These policies include limiting the dollar risk exposure for each of our businesses. We also monitor the amount of associated counter-party credit risk for all non-exchange-traded transactions.

Interest Rate Risk

From time to time we use interest rate swaps to manage the effect of interest rate changes on the fair value of our existing debt as well as the forecasted interest payments for the anticipated issuance of debt. During the fourth quarter of fiscal 2010, we entered into interest rate swap contracts used to effectively convert the interest rates of certain outstanding debt instruments from fixed to variable. During the second quarter of fiscal 2011, we terminated these interest rate swap contracts. As a result of this termination, we received proceeds of $32 million. The cumulative adjustment to the fair value of the debt instruments being hedged, $35 million, was included

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in long-term debt and is being amortized as a reduction of interest expense over the remaining lives of the debt instruments (through fiscal 2014). At August 28, 2011, the unamortized amount was $24 million.

We have entered into interest rate swap contracts to hedge the interest rate risk related to our forecasted issuance of long-term debt in 2014 (based on the anticipated refinancing of the senior long-term debt maturing at that time). The net notional amount of these interest rate derivatives at August 28, 2011 was $500 million. The maximum potential loss associated with these interest rate swap contracts from a hypothetical decrease of 1% in interest rates is approximately $125 million. Any such gain or loss would be deferred in accumulated other comprehensive income and recognized in earnings over the life of the forecasted interest payments associated with the anticipated debt refinancing. At August, 2011, we had recognized an unrealized loss of $63 million in accumulated other comprehensive income for these derivative instruments.

The carrying amount of long-term debt (including current installments) was $3.2 billion as of August 28, 2011. Based on current market rates provided primarily by outside investment bankers, the fair value of this debt at August 28, 2011 was estimated at $3.7 billion. As of August 28, 2011, a one percentage point increase in interest rates would decrease the fair value of our fixed rate debt by approximately $181 million, while a one percentage point decrease in interest rates would increase the fair value of our fixed rate debt by approximately $278 million.

Foreign Currency Risk

In order to reduce exposures for our processing activities related to changes in foreign currency exchange rates, we may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of our operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign denominated assets and liabilities.

Value-at-Risk (VaR)

We employ various tools to monitor our derivative risk, including value-at-risk (“VaR”) models. We perform simulations using historical data to estimate potential losses in the fair value of current derivative positions. We use price and volatility information for the prior 90 days in the calculation of VaR that is used to monitor our daily risk. The purpose of this measurement is to provide a single view of the potential risk of loss associated with derivative positions at a given point in time based on recent changes in market prices. Our model uses a 95 percent confidence level. Accordingly, in any given one day time period, losses greater than the amounts included in the table, below, are expected to occur only 5 percent of the time. We include commodity swaps, futures, and options and foreign exchange forwards, swaps, and options in this calculation. The following table provides an overview of our average daily VaR for our energy, agriculture, and other commodities over the quarter as well as the average daily foreign exchange VaR. Other commodities below consists primarily of forward and option contracts for a commodities index, the market price of which is closely correlated with that of our commodity inputs. This index includes items such as agricultural commodities, energy commodities, and metals. The other category below may also include items such as packaging and/or livestock.

	Fair Value Impact
	Average		Average
	During Thirteen		During Thirteen
($ in millions)	Weeks Ended August 28, 2011		Weeks Ended August 29, 2010
Energy Commodities	$	3.1	$	1.7
Agriculture Commodities		3.1		1.9
Other Commodities		0.7		0.1
Foreign Exchange		1.4		1.6

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management carried out an evaluation, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of August 28, 2011. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective.

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Internal Control Over Financial Reporting

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated any change in the Company’s internal control over financial reporting that occurred during the first quarter of fiscal 2012 and determined that there was no change in our internal control over financial reporting during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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ConAgra Foods, Inc. and Subsidiaries

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are party to a number of lawsuits and claims arising out of the operation of our business, including lawsuits and claims related to the February 2007 recall of our peanut butter products. After taking into account liabilities recorded for these matters, we believe the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents the total number of shares of common stock purchased during the first quarter of fiscal 2012, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:

							Maximum Number (or
	Total Number		Average		Total Number of Shares		Approximate Dollar
	of Shares (or		Price Paid		Purchased as Part of		Value) of Shares that
	Units)		per Share (or		Publicly Announced		may yet be Purchased
Period	Purchased		Unit)		Plans or Programs (1)		under the Program (1)
May 30 through June 26, 2011		—		—		—	$	129,284,000
June 27 through July 24, 2011		—		—		—	$	129,284,000
July 25 through August 28, 2011		—		—		—	$	129,284,000
Total Fiscal 2012 First Quarter Activity		—		—		—	$	129,284,000

(1) Pursuant to publicly announced share repurchase programs from December 2003, we have repurchased approximately 146.7 million shares at a cost of $3.4 billion through August 28, 2011. The current program has no expiration date.

ITEM 6. EXHIBITS

All exhibits as set forth on the Exhibit Index, which is incorporated herein by reference.

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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, thereunto duly authorized.

CONAGRA FOODS, INC.
By:	/s/ JOHN F. GEHRING
	John F. Gehring
	Executive Vice President and Chief Financial Officer
By:	/s/ PATRICK D. LINEHAN
	Patrick D. Linehan
	Senior Vice President and Corporate Controller

Dated this 30th day of September, 2011.

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EXHIBIT INDEX

NUMBER	DESCRIPTION	PAGE
10.1*	Consulting Agreement made by and between ConAgra Foods, Inc. and Robert F. Sharpe, Jr. effective May 30, 2011		40
10.2*	Letter Agreement between ConAgra Foods, Inc. and Brian L. Keck dated September 7, 2010, as amended		44
10.3	Credit Agreement, dated as of September 14, 2011, by and among the ConAgra Foods, Inc., JPMorgan Chase Bank, N.A., as administrative agent and a lender, Bank of America, N.A., as syndication agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 of ConAgra Foods’ current report on Form 8-K dated September 14, 2011
12	Statement regarding computation of ratio of earnings to fixed charges		51
31.1	Section 302 Certificate of Chief Executive Officer		52
31.2	Section 302 Certificate of Chief Financial Officer		53
32.1	Section 906 Certificates		54
101.1	The following materials from ConAgra Foods’ Quarterly Report on Form 10-Q for the quarter ended August 28, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information

* Management contract or compensatory plan.

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EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is made by and between ConAgra Foods, Inc., a Delaware corporation (“Company”), and Robert F. Sharpe, Jr. (“Consultant”) and is effective May 30, 2011.

NOW, THEREFORE, it is agreed as follows:

     1. NATURE OF ARRANGEMENT.

Consultant retired from the Company on May 29, 2011. Such retirement shall be a “termination of employment” under Consultant’s October 30, 2010 Second Amended and Restated Employment Agreement between Consultant and the Company (“Employment Agreement”). Consultant and the Company have agreed that following Consultant’s retirement from the Company, Consultant will provide part-time non-employee consulting and advisory services as assigned by the Company’s Chief Administrative Officer (“CAO”), including but not limited to, advisory work on (a) specified human resources matters, (b) investor relations matters upon request, and (b) strategic projects, including specified mergers and acquisitions activity (the “Services”). Consultant shall report to the CAO in performing the Services.

Consultant shall provide Services at the request of the CAO for a six (6) month period beginning on May 30, 2011 and ending on November 30, 2011. Notwithstanding the foregoing, either Consultant or the Company may terminate this Agreement upon 60 days’ prior written notice to the other party.

It is intended that the level of bona fide services Consultant will perform on and after May 30, 2011 for the Company will permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period, and the Company and Consultant will cooperate to ensure this result. As a result, it is contemplated that the Consultant will experience a Separation from Service, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) at the end of the day on May 29, 2011. For purposes of determining the Consultant’s level of past and future services, the “Company” shall include the Company and (i) any corporation that is a member of a controlled group of corporations (as defined by Section 414(b) of the Code) that includes the Company, and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with the Company. As applicable for specific programs of Code Section 409A deferred compensation (including, for example, the Voluntary Deferred Compensation Plan and the Nonqualified Pension Plan), a lower ownership level shall be substituted for the 80 percent (80%) ownership level that ordinarily applies in determining controlled group members under Code Sections 414(b) and 414(c).

As an independent contractor, Consultant is free to provide consulting and advisory services to other clients (directly or indirectly as a consultant to another entity) as long as the clients ultimately receiving the benefit of Consultant’s services are not food companies with revenues over $1 billion.

Consultant is free to determine the specific methods and steps used in rendering the Services and the location at which he will perform the Services, subject to being reasonably available to attend meetings on an in-person basis as requested. The Company will provide Consultant continued access to its IT systems and scheduling and travel assistance when related to the Services.

Except as expressly provided by Company, Consultant does not have any authority—whether real or apparent—to enter into contracts or agreements by or on behalf of Company and shall not act as an agent or representative of Company.

     2. COMPENSATION.

In consideration for rendering Services to the Company, the Company shall compensate Consultant at the rate of $20,000 per month, commencing with the month of June. The Company shall make payment to Consultant of the amount due for a month in advance within the first five (5) days of the month (provided that, for the month of June, the Company shall make payment promptly following the date hereof).

Consultant is authorized to incur reasonable expenses necessary to carry out his duties under this Agreement, including expenses necessary for travel, long-distance telephone, express delivery services, and similar items related to such duties (“Expenses”). The Company shall provide Consultant a monthly payment of $5,000, commencing with the month of June, which is generally expected to cover all of these Expenses. The Company shall make payment to Consultant of this monthly payment in advance within the first five (5) days of the month (provided that, for the month of June, the Company shall make payment promptly following the date hereof). The parties acknowledge that from time to time, Consultant may incur extraordinary expenses. In such cases, Consultant shall

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endeavor to inform the Company in advance of the general level of such extraordinary expenses, to the extent it is reasonably feasible to do so. The Company shall reimburse Consultant for all such reasonable, extraordinary expenses promptly following presentation by Consultant from time to time of an itemized account of such expenditures.

Any reimbursements or in-kind benefits to be provided pursuant to this Agreement (including but not limited to Sections 2.2 and 3) that are taxable to Consultant shall be subject to the following restrictions: (a) each reimbursement must be paid no later than the last day of the calendar year following the Consultant’s tax year during which the expense was incurred; (b) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a tax year of the Consultant may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other tax year of the Consultant; (c) the period during which any expense may be incurred and be subject to reimbursement or any in-kind benefit may be available is one year after Services pursuant to this Agreement end as provided in Section 1.2 (or in the case of amounts payable under Section 3, ten years after the expiration of all applicable statutes of limitation related to a matter subject to indemnification); and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

If Consultant contributes meaningfully to projects that have a significant impact on the Company’s operations, strategy or prospects, he may become eligible for a cash performance payment, in the discretion of the Chief Executive Officer.

It is intended by the Company and Consultant that all compensation payable or provided to the Consultant under this Agreement or otherwise, which is subject to Code Section 409A, shall fully comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject Consultant to the additional tax, interest or penalties which may be imposed under Code Section 409A. It is also intended that any cash amount payable under Section 2.4 above shall be fully paid, in all cases, within a period of time following the consummation of the Eligible Project that will cause the cash amount to be entirely exempt from Code Section 409A as a short-term deferral (based upon the substantial risk of forfeiture, within the meaning of Treasury Regulation § 1.409A-1(d), lapsing upon such consummation). Accordingly, this Agreement shall be interpreted and applied at all times to achieve these results, notwithstanding anything herein to the contrary. The parties acknowledge that Code Section 409A is ambiguous in certain respects. The Company agrees that it will attempt in good faith to take any action, or to refrain from taking any action, as necessary to avoid the imposition of tax, interest and/or penalties upon the Consultant under Code Section 409A. To the extent the Company, in good faith, has acted or refrained from acting as required by this Section, it will not be responsible for any consequences of failure to comply with Code Section 409A. In addition, it is further intended that this Agreement shall result in the Consultant having an independent contractor relationship with the Company; subject only to the preceding provisions of this Section 2.5 that relate to Code Section 409A, this Agreement shall be interpreted and applied at all times consistently with this intent.

     3. INDEMNIFICATION.

In connection with any claims asserted against Consultant arising or related to Consultant’s provision of Services to the Company, the Company agrees that Consultant shall have the same indemnification rights from the Company that would have been available to Consultant had he remained an employee of the Company.

     4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION; TRADING IN COMPANY STOCK.

During the provision of Services and thereafter, Consultant shall not, without the prior written consent of the Company, disclose any Confidential Information except (i) in the business of and for the benefit of the Company, while providing services to the Company, or (ii) when required to do so by a court of competent jurisdiction, by any administrative body or legislative body. “Confidential Information” shall mean non-public information concerning the Company’s financial data, strategic business plans, product development and other proprietary information, except for items which have become publicly available information or are otherwise known to the public (and similar information regarding other companies, which Consultant obtains in connection with his services for the Company). Confidential Information does not include information the disclosure of which could not reasonably be expected to adversely affect the business of the Company (or the business of other companies referenced in the prior sentence).

Consultant agrees to consider all applicable insider trading laws and regulations prior to engaging in the purchase or sale of Company equity securities during the term of this Agreement, and to consult with the Company on such matters in advance.

     5. WORK PRODUCT.

All intellectual property rights, including, but not limited to, trade secrets, data, software, documentation, analyses, methods, processes, or other intellectual property rights associated with the Services under this Agreement (collectively, the “Work Product”) shall belong exclusively to Company and shall, to the extent possible, be considered a work made for hire for Company within the meaning of Title 17 of the United States Code. Consultant automatically assigns all right, title, or interest he may have in such Work Product to Company.

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     6. SEPARABILITY.

If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, then such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

     7. ASSIGNMENT.

This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of Consultant and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by Consultant (except by will or by operation of the laws of intestate succession) or the Company, except that the Company shall assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially of the stock, assets or businesses of the Company.

     8. AMENDMENT.

This Agreement may only be amended by mutual written agreement between the Company and Consultant.

     9. NOTICES.

All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:	ConAgra Foods, Inc.
		One ConAgra Drive
		Omaha, Nebraska 68102
		Attn: Corporate Secretary
To Consultant:		At the address shown on the records of the Company

Any such notice or communication shall be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice duly delivered as described above), and the actual date of mailing shall determine the date at which notice was given.

     10. GOVERNING LAW.

This Agreement shall be construed, interpreted and governed in accordance with the laws of Delaware without reference to such state’s rules relating to conflicts of law.

     11. ARBITRATION.

Any controversy or claim arising out of this Agreement or any breach shall be resolved by arbitration pursuant to this Section and the then current rules of the American Arbitration Association. The arbitration shall be held in Omaha, Nebraska before three arbitrators who are knowledgeable of employment law. If the parties cannot agree on the appointment, then one arbitrator shall be appointed by the Company, one by the Consultant, and the third shall be appointed by the first two arbitrators. The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction thereof. The arbitrator shall not have the power to award punitive or exemplary damages. Each party shall bear its own attorneys’ fees and discovery costs associated with the arbitration, however the costs and expenses of the arbitrator(s) shall be borne by the Company. All other costs and expenses of the arbitration shall be borne as provided by the rules of the American Arbitration Association; provided, however, that unless the arbitrators determine the position of the Consultant was frivolous, then Consultant shall be entitled to reimbursement for reasonable attorneys’ fees and expenses and arbitration expenses incurred in connection with the dispute. If any portion of this Section 11 is held to be unenforceable, then it shall be severed and shall not affect either the duty to arbitrate or any other part of this Section 11. The Company may seek interim injunctive relief to enforce restrictive covenants pending resolution of any arbitration.

42

     12. CONSULTANT REPRESENTATION.

The Consultant represents and warrants to the Company that the Consultant’s provision of services by the Consultant to the Company or the Consultant’s disclosure of any information to the Company or its use of such information will not violate or breach, any employment, retainer, consulting, license, non-competition, non-disclosure, trade secrets or other agreement between the Consultant and any other person, partnership, corporation, joint venture, association or other entity.

     13. ENTIRE AGREEMENT; EXTENSION OF “RESTRICTED PERIOD” IN EMPLOYMENT AGREEMENT.

This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof, and there are no representations, warranties or other commitments other than those expressed herein. Consultant and the Company acknowledge and agree that certain provisions of the Employment Agreement survive the termination of Consultant’s employment with the Company (including, but not limited to, the directors and officers liability coverage and indemnification protections set forth in Section 4.3 of such agreement and the noncompetition and non-solicitation covenants set forth in Section 7 of such agreement), and that Sections 2, 3, 4.1 and 5, Sections 10 through 12 and this Section 13 survive the cessation of Services or termination of this Agreement. With respect to the noncompetition and non-solicitation covenants set forth in Section 7 of the Employment Agreement, the Consultant agrees that in partial consideration for the compensation identified in Section 2.1 hereof, the “Restricted Period” identified in such Section 7 shall be extended until the later of (a) May 29, 2012 and (b) six months following the termination of this Agreement. The Company acknowledges and agrees that no provision of, and no action taken under, this Agreement shall in any way affect Consultant’s rights earned during his prior employment with the Company under the Company’s employee benefit plans.

IN WITNESS WHEREOF, the parties have executed this Agreement the 20th day of June, 2011, to be effective as of the date first above written.

THIS CONTRACT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

CONAGRA FOODS, INC.
By:	/s/ Gary M. Rokdin
	President and Chief Executive Officer
/s/ Robert F. Sharpe, Jr.
Robert F. Sharpe, Jr.

43

EX-10.2

Exhibit 10.2

AMENDMENTS TO OFFER LETTER OF BRIAN KECK

     Brian Keck (“Keck”) and ConAgra Foods, Inc. hereby agree to amend the offer letter (“Offer Letter”) issued to Keck on August 27, 2010, as follows:

1.	“Termination of employment” as used in the Offer Letter shall mean “separation from service” within the meaning of Internal Revenue Code section 409A (“409A”).
2.	The parties agree that the 104 week severance term referenced in paragraph 10 of the Offer Letter shall be paid as salary continuation and not in a lump sum payment, commencing with the next regular payroll date following the termination of employment (but not later than thirty (30) days following the termination), and continuing thereafter on each regular payroll payment date (but not less frequently than monthly) and at the rate of salary in effect at termination.
3.	The Offer Letter shall be interpreted not to permit a delay in severance payments while a release is obtained from Keck, but either failing to timely sign and return the release or revoking the release will result in forfeiture of the severance pay.
4.	The following paragraph shall be added to the Offer Letter: “For purposes of section 409A of the Internal Revenue Code (“409A”), you understand that you are a Key Employee as defined by 409A(a)(2)(B)(i) for the current 12 month period. Accordingly, upon your separation from service as defined by 409A, you may be identified as a Key Employee for the then applicable 12 month period. If you are, any portion of your severance pay covered by 409A and payable within six months of your separation from service date (if any) shall have its payment delayed until six months following the separation from service date. Any amounts that have been subject to this six month delay will be paid to you on the first pay day following the end of the six month period (in addition to the amount otherwise payable on that pay day).”

Agreed & Accepted:

/s/ Brian Keck	12/20/2010
Brian Keck	Date
/s/ Gary Rodkin	12/20/2010
Gary Rodkin, on behalf of ConAgra Foods, Inc.	Date

44

Personal & Confidential

Mr. Brian Keck
1116 Shepard Oaks Drive
Wildwood, MO 63038

Dear Brian:

It is my pleasure to offer you the position of Executive Vice President and Chief Administrative Officer, ConAgra Foods, Inc. This position will report to me and be based in Omaha with a start date of September 7, 2010. The details of this offer are as follows:

1)	Annual Salary: $525,000.00, payable bi-weekly at a rate of $20,192.30.
2)	Annual Incentive: You will participate in the ConAgra Foods Management Incentive Plan in FY2011, which began on May 31, 2010, and in future years, in accordance with the plan’s provisions. Your incentive opportunity will be targeted at 100% of your annual base salary. If the plan objectives are met, then you will be eligible to receive a full year bonus award for FY2011, payable following the conclusion of FY2011 at the same time as earned awards are paid to other senior executives, in accordance with the plan’s provisions (excluding those related to proration of awards for plan participation of less than a full fiscal year). Participation will be in the version of the plan linked 100% to total-company profit before tax performance. You will receive a copy of the plan document.
3)	Long Term Senior Management Incentive Program: Beginning in FY2011, you will participate in the company’s long term senior management incentive program.

a. You will receive a grant of 32,000 performance shares (at target) for the FY2011 through FY2013 cycle of the Performance Share Plan, under and subject to the ConAgra Foods, Inc. 2009 Stock Plan, ConAgra Foods, Inc. 2008 Performance Share Plan and the operational rules adopted by the Human Resources Committee of the Board for the FY2011 through FY2013 cycle of the program.

45

The award will be paid out, if earned, in shares of stock following the conclusion of FY2013 at the same time as earned awards are paid to other senior executives.

b.

You will receive a grant of 160,000 non-qualified stock options, under and subject to the ConAgra Foods, Inc. 2009 Stock Plan and the option award agreement provided. The options will vest 40% on the first anniversary of the date of grant and 30% on each of the second and third anniversaries of the date of grant so that the award will be fully vested on the third anniversary of the date of grant. The exercise price of the options will be equal to the closing market price of the company’s common stock on the NYSE on the date of the grant. The date of grant will be the first trading day of the month following the commencement of your employment.

4)	Restricted Stock Units: You will receive a grant of 40,000 restricted stock units, under and subject to the ConAgra Foods, Inc. 2009 Stock Plan and the RSU award agreement provided. These restricted stock units will fully vest on the third anniversary of the date of grant, except as provided below in Section 10 and in the award agreement. The date of grant will be the first trading day of the month following the commencement of your employment.
5)	Qualified Retirement Benefits: You will be eligible to participate in the qualified ConAgra Foods Pension Plan for Salaried Employees (the “Qualified Pension”) and the ConAgra Foods, Inc. Retirement Income Savings Plan, according to plan provisions.
6)	Non-Qualified Retirement Benefits: You will be eligible to participate in the ConAgra Foods, Inc. Non-Qualified Retirement Income Savings Plan, according to plan provisions.
7)	Sign —On: You will receive $100,000.00, less required withholdings, within 30 days of your start date. If prior to September 7, 2012 you are terminated by the company for “Cause,” or terminate your own employment without either “Good Reason” or the consent of the Board of Directors or its Human Resources Committee, you agree to repay to the company $65,000.00 within 30 days of such separation.
8)	Vacation: You will be eligible for four (4) weeks of vacation per year.
9)	Relocation Package: You will be eligible for the ConAgra Foods Executive Relocation Program, which includes a lump sum Transition Support Payment of $20,000.00. That

46

payment is considered compensation and appropriate taxes will be withheld. However, this payment will be tax assisted (grossed-up). Attachment A outlines the details of this program.

10) Severance Provision: If you are terminated by the company for reasons other than “Cause” or a change in control, or if you terminate your employment within 45 days of the occurrence of “Good Reason”:

a.	as part of a severance agreement and waiver of claims with the company, you will be offered 104 weeks of salary continuation; and
b.	options vested at your time of separation will remain exercisable for the shorter of three years post termination or the original term of the option; and
c.	if unvested, the restricted stock units referenced in Section 4 of this letter will vest one-third for each full year of service you have completed.

11)	Change in Control: You will be a signatory to the company’s standard Change of Control Agreement with benefits payable at three times your salary and bonus.
12)	Retirement with Approval of the Board: If you retire from the company with the consent of the Board of Directors or its Human Resources Committee prior to being vested in the Qualified Pension, options vested at the time of your separation will remain exercisable for the shorter of three years post separation or the original term of the option.
13)	Employee Benefits: Your salary will be supplemented with the benefit package offered to employees and executives at your level. In addition, you will be subject to no waiting period on health and welfare plans in which you can participate, and the waiting period for full coverage under the company’s short term disability plan shall be waived.
14)	Stock Ownership Requirement: You will be subject to the company’s stock ownership policy for senior executives as adopted by the Human Resources Committee of the Board of Directors from time to time.
15)	Contingency: This offer is contingent upon the successful completion of our pre-employment drug and background screening required for executives, you executing the company’s standard employee agreements related to insider trading, confidentiality and

47

non-solicitation matters, and you providing proof that you are authorized to work in the United States.

16) Definitions: As used herein:

a.

“Good Reason” means (i) you are no longer reporting to the CEO or Chairman of the Board, (ii) there has been a significant contraction of your duties (as set forth on Attachment B) not at your own direction, (iii) your base salary or annual incentive target as identified herein has been reduced, or (iv) your primary office has moved to a location other than Omaha, Nebraska.

b.

“Cause” shall mean (i) action by you involving willful malfeasance in connection with your employment having a material adverse effect on the Company, (ii) substantial and continuing refusal by you in willful breach of your obligation to perform the duties ordinarily performed by an executive occupying your position, which refusal has a material adverse effect on the Company, or (iii) you being convicted of a felony or misdemeanor involving moral turpitude under the laws of the United States, any state, and/or any city.

I look forward to your favorable response, which you can indicate by signing and returning a copy of this letter.

Sincerely,

/s/ Gary RodkinGary Rodkin
Chief Executive Officer
ConAgra Foods, Inc.

Enclosures:

Summary of Executive Relocation Program
CAO Position Responsibilities
Form of Option Agreement
Form of RSU Agreement

48

Offer Acceptance

I accept this offer of employment. In so doing, I understand and agree that my employment with ConAgra Foods is at will, that I am not employed for any specified duration, and that my employment may be terminated by myself, or ConAgra Foods at any time, with or without cause and with or without notice.

/s/ Brian Keck	8/28/2010
Signature	Date
Brian Keck

cc:   Rob Sharpe
Colleen Batcheler

49

Exhibit B

Chief Administrative Officer

Position Responsibilities

Overall leadership for the following staff functions:

• Human Resources (operations HR, compensation, benefits, diversity and inclusion, organization development and staffing)

• Real Estate and Facilities (which includes relocation and corporate security)

• Internal and External Communications (excluding brand PR)

• Corporate Affairs

Serve as primary staff support for the Human Resources Committee of the Board of Directors.

Member of the CEO’s senior leadership team.

50

EX-12

Exhibit 12

ConAgra Foods Inc. and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
($ in millions)

	Thirteen
	weeks ended
	August 28, 2011
Earnings:
Income from continuing operations before income taxes and equity method investment earnings	$	122.9
Add (deduct):
Fixed charges		67.9
Distributed income of equity method investees		3.9
Capitalized interest		(2.0	)
Earnings available for fixed charges (a)	$	192.7
Fixed charges:
Interest expense	$	54.2
Capitalized interest		2.0
One third of rental expense (1)		11.7
Total fixed charges (b)	$	67.9
Ratio of earnings to fixed charges (a/b)		2.8

(1) Considered to be representative of interest factor in rental expense.

51

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Gary M. Rodkin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended August 28, 2011 of ConAgra Foods, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 30, 2011

/s/ GARY M. RODKIN  

Gary M. Rodkin 

Chief Executive Officer 

52

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, John F. Gehring, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended August 28, 2011 of ConAgra Foods, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 30, 2011

/s/ JOHN F. GEHRING  

John F. Gehring 

Executive Vice President and Chief Financial Officer 

53

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     I, Gary M. Rodkin, Chief Executive Officer of ConAgra Foods, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that ConAgra Foods, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 28, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that the information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of ConAgra Foods, Inc. as of and for the periods presented.

September 30, 2011

/s/ GARY M. RODKIN  

Gary M. Rodkin 

Chief Executive Officer 

     I, John F. Gehring, Executive Vice President and Chief Financial Officer of ConAgra Foods, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that ConAgra Foods, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 28, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that the information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of ConAgra Foods, Inc. as of and for the periods presented.

September 30, 2011

/s/ JOHN F. GEHRING  

John F. Gehring 

Executive Vice President and Chief Financial Officer 

     A signed original of this written statement required by Section 906 has been provided to ConAgra Foods, Inc. and will be retained by ConAgra Foods, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

54

XML



Derivative Financial Instruments (Details Textual) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	May 29, 2011
Derivative Financial Instruments (Textuals) [Abstract]
Hedge period for the anticipated consumption of commodity inputs	Up to 36 Months
Net notional amount of interest rate derivatives	$ 500.0
Net gain recognized on interest rate swap contracts	21.9
Net loss recognized on senior long-term debt	19.3
Proceeds from settlement of interest rate swaps	31.5
Cumulative adjustment to fair value of debt instruments being hedged	34.8
Obligation to return cash collateral	20.9
Amounts representing a right to reclaim cash collateral included in prepaid expenses and other current assets		7.8
Unamortized amount of debt instruments being hedged	24.5
Maximum amount of loss due to the credit risk of the counterparties	59.8
Foreign Currency Options Collar Contracts [Member]
Derivatives Fair Value [Abstract]
Notional Amount of Foreign Currency Derivatives	52.2	86.4
Forward And Cross Currency Swaps Contracts [Member]
Derivatives Fair Value [Abstract]
Notional Amount of Foreign Currency Derivatives	328.8	292.7
Open Commodity Sales Contracts [Member]
Derivatives Fair Value [Abstract]
Notional value of open commodity contracts	973.6	1,200.0
Open Commodity Purchase Contracts [Member]
Derivatives Fair Value [Abstract]
Notional value of open commodity contracts	981.4	1,000.0
Cash Flow Hedging [Member]
Derivatives Fair Value [Abstract]
Unrealized loss associated with derivative deferred in accumulated other comprehensive loss	$ 62.5

XML



Condensed Consolidated Statements of Comprehensive Income (unaudited) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Condensed Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 85.6	$ 146.3
Other comprehensive income (loss):
Derivative adjustments, net of tax	(31.9)	0.1
Unrealized gains and losses on available-for-sale securities, net of tax:
Unrealized net holding losses	(0.1)	(0.2)
Currency translation adjustment:
Unrealized translation gains (losses)	(9.9)	4.9
Pension and postretirement healthcare liabilities, net of tax	6.1	2.3
Comprehensive income	49.8	153.4
Comprehensive income (loss) attributable to noncontrolling interests	0.3	(0.1)
Comprehensive income attributable to ConAgra Foods, Inc.	$ 49.5	$ 153.5

XML



Condensed Consolidated Balance Sheets (unaudited) (USD $) In Millions	Aug. 28, 2011	May 29, 2011
Current assets
Cash and cash equivalents	$ 1,095.2	$ 972.4
Receivables, less allowance for doubtful accounts of $7.7 and $7.8	922.0	849.4
Inventories	1,815.3	1,803.4
Prepaid expenses and other current assets	261.1	274.1
Total current assets	4,093.6	3,899.3
Property, plant and equipment	5,708.0	5,698.1
Less accumulated depreciation	(3,070.0)	(3,028.0)
Property, plant and equipment, net	2,638.0	2,670.1
Goodwill	3,609.0	3,609.4
Brands, trademarks and other intangibles, net	989.3	936.3
Other assets	280.8	293.6
Total assets	11,610.7	11,408.7
Current liabilities
Current installments of long-term debt	376.8	363.5
Accounts payable	1,165.5	1,083.7
Accrued payroll	125.7	124.1
Other accrued liabilities	666.2	554.3
Total current liabilities	2,334.2	2,125.6
Senior long-term debt, excluding current installments	2,659.8	2,674.4
Subordinated debt	195.9	195.9
Other noncurrent liabilities	1,690.5	1,704.3
Total liabilities	6,880.4	6,700.2
Commitments and contingencies (Note 12)
Common stockholders' equity
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 567,907,172	2,839.7	2,839.7
Additional paid-in capital	880.4	899.1
Retained earnings	4,842.3	4,853.6
Accumulated other comprehensive loss	(258.5)	(222.7)
Less treasury stock, at cost, 153,586,405 and 157,412,899 common shares	(3,580.5)	(3,668.2)
Total ConAgra Foods, Inc. common stockholders' equity	4,723.4	4,701.5
Noncontrolling interests	6.9	7.0
Total stockholders' equity	4,730.3	4,708.5
Total liabilities and stockholders' equity	$ 11,610.7	$ 11,408.7

XML



Earnings Per Share (Details) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Net income available to ConAgra Foods, Inc. common stockholders:
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders	$ 85.2	$ 143.4
Income from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders	0.1	3.0
Net income attributable to ConAgra Foods, Inc. common stockholders	85.3	146.4
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated	0.3	1.4
Net income available to ConAgra Foods, Inc. common stockholders	$ 85.0	$ 145.0
Weighted Average Shares Outstanding:
Basic weighted average shares outstanding	412.7	441.5
Add: Dilutive effect of stock options, restricted stock awards, and other dilutive securities	5.4	4.5
Diluted weighted average shares outstanding	418.1	446.0

XML



Business Segments and Related Information

3 Months Ended

Aug. 28, 2011

Business Segments and Related Information [Abstract]

BUSINESS SEGMENTS AND RELATED INFORMATION

17. BUSINESS SEGMENTS AND RELATED INFORMATION

We report our operations in two reporting segments: Consumer Foods and Commercial Foods. The Consumer Foods reporting segment includes branded, private label, and customized food products, which are sold in various retail and foodservice channels, principally in North America. The products include a variety of categories (meals, entrees, condiments, sides, snacks, and desserts) across frozen, refrigerated, and shelf-stable temperature classes. The Commercial Foods reporting segment includes commercially branded foods and ingredients, which are sold principally to foodservice, food manufacturing, and industrial customers. The Commercial Foods segment’s primary products include: specialty potato products, milled grain ingredients, a variety of vegetable products, seasonings, blends, and flavors which are sold under brands such as Lamb Weston^®, ConAgra Mills^®, and Spicetec Flavors & Seasonings^TM. We do not aggregate operating segments when determining our reporting segments.

Intersegment sales have been recorded at amounts approximating market. Operating profit for each segment is based on net sales less all identifiable operating expenses. General corporate expense, net interest expense, and income taxes have been excluded from segment operations. In the first quarter of fiscal 2012, we changed the manner in which the expenses associated with certain administrative functions are recognized in segment results. Accordingly, segment results of the prior period have been reclassified to reflect these changes.

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net sales
Consumer Foods	$	1,891.7	$	1,811.5
Commercial Foods		1,180.3		992.8
Total net sales	$	3,072.0	$	2,804.3
Operating profit
Consumer Foods	$	196.2	$	207.7
Commercial Foods		97.5		113.1
Total operating profit	$	293.7	$	320.8
Equity method investment earnings
Consumer Foods	$	1.0	$	1.1
Commercial Foods		5.2		5.1
Total equity method investment earnings	$	6.2	$	6.2
Operating profit plus equity method investment earnings
Consumer Foods	$	197.2	$	208.8
Commercial Foods		102.7		118.2
Total operating profit plus equity method investment earnings	$	299.9	$	327.0
General corporate expenses	$	117.9	$	79.5
Interest expense, net		52.9		37.3
Income tax expense		43.6		66.9
Income from continuing operations		85.5		143.3
Less: Net income (loss) attributable to noncontrolling interests		0.3		(0.1	)
Income from continuing operations attributable to ConAgra Foods, Inc.	$	85.2	$	143.4

Presentation of Derivative Gains (Losses) for Economic Hedges of Forecasted Cash Flows in Segment Results

Derivatives used to manage commodity price risk and foreign currency risk are not designated for hedge accounting treatment. We believe these derivatives provide economic hedges of certain forecasted transactions. As such, these derivatives (except those related to our milling operations, see Note 6 to our condensed consolidated financial statements) are recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expenses. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period in which the underlying transaction being economically hedged is included in earnings.

The following table presents the net derivative losses from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology:

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Net derivative losses incurred	$	(12.3	)	$	(7.9	)
Less: Net derivative gains (losses) allocated to reporting segments		21.2			(2.1	)
Net derivative losses recognized in general corporate expenses	$	(33.5	)	$	(5.8	)
Net derivative gains (losses) allocated to Consumer Foods	$	18.3		$	(1.9	)
Net derivative gains (losses) allocated to Commercial Foods		2.9			(0.2	)
Net derivative gains (losses) included in segment operating profit	$	21.2		$	(2.1	)

Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify gains of $8.0 million and losses of $9.2 million to segment operating results in fiscal 2012 and 2013 and thereafter, respectively. Amounts allocated, or to be allocated, to segment operating results during fiscal 2012 and thereafter include $32.3 million of gains recognized prior to fiscal 2012, which had not been allocated to segment operating results.

Our largest customer, Wal-Mart Stores, Inc. and its affiliates, accounted for approximately 18% and 19% of consolidated net sales in the first quarter of fiscal 2012 and 2011, respectively, primarily in the Consumer Foods segment.

Wal-Mart Stores, Inc. and its affiliates accounted for approximately 15% of consolidated net receivables as of both August 28, 2011 and May 29, 2011, primarily in the Consumer Foods segment.

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Document and Entity Information (USD $)	3 Months Ended
	Aug. 28, 2011	Sep. 25, 2011	Nov. 26, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	CONAGRA FOODS INC /DE/
Entity Central Index Key	0000023217
Document Type	10-Q
Document Period End Date	Aug. 28, 2011
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--05-27
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 9,415,620,630
Entity Common Stock, Shares Outstanding		414,497,096

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Derivative Financial Instruments (Details) (USD $) In Millions	Aug. 28, 2011	May 29, 2011
Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or obligation to return cash collateral were reflected in balance sheets:
Prepaid expenses and other current assets	$ 77.0	$ 71.5
Other accrued liabilities	121.5	92.2
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative assets not designated as hedging instruments	83.4	87.1
Total derivative assets	83.4	87.1
Total derivative liabilities not designated as hedging instruments	86.3	103.8
Total derivative liabilities	148.8	115.6
Interest Rate Contract [Member] | Other accrued liabilities [Member] | Designated as Hedging Instrument [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative liabilities	62.5	11.8
Interest Rate Contract [Member] | Prepaid expenses and other current assets [Member] | Designated as Hedging Instrument [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative assets	0	0
Commodity Contracts [Member] | Other accrued liabilities [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative liabilities not designated as hedging instruments	60.8	84.4
Commodity Contracts [Member] | Prepaid expenses and other current assets [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative assets not designated as hedging instruments	79.3	85.4
Foreign Exchange Contracts [Member] | Other accrued liabilities [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative liabilities not designated as hedging instruments	25.3	19.2
Foreign Exchange Contracts [Member] | Prepaid expenses and other current assets [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative assets not designated as hedging instruments	2.4	1.0
Other [Member] | Other accrued liabilities [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative liabilities not designated as hedging instruments	0.2	0.2
Other [Member] | Prepaid expenses and other current assets [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative assets not designated as hedging instruments	1.7	0.7
Other accrued liabilities [Member] | Designated as Hedging Instrument [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative liabilities	62.5	11.8
Prepaid expenses and other current assets [Member] | Designated as Hedging Instrument [Member]
Schedule of Derivative Instruments in Statement of Financial Position, gross, fair value
Total derivative assets	$ 0	$ 0

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Discontinued Operations and Divestitures (Tables)

3 Months Ended

Aug. 28, 2011

Discontinued Operations and Divestitures [Abstract]

Comparative financial results of the discontinued operations

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net sales	$	0.5	$	54.0
Income from operations of discontinued operations before income taxes	$	0.1	$	5.2
Net gain from disposal of businesses		—		0.9
Income before income taxes		0.1		6.1
Income tax expense		—		(3.1	)
Income from discontinued operations, net of tax	$	0.1	$	3.0

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Goodwill and Other Identifiable Intangible Assets (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Aug. 28, 2011
Goodwill and Other Identifiable Intangible Assets (Textuals) [Abstract]
Weighted average life in years of amortizing intangible assets	13
Recognized amortization expense	$ 16.3
Estimated amortization expenses, fiscal year 2012	16.3
Estimated amortization expenses, fiscal year 2013	16.3
Estimated amortization expenses, fiscal year 2014	16.3
Estimated amortization expenses, fiscal year 2015	16.3
Estimated amortization expenses, fiscal year 2016	16.3
Acquired Marie Calender's brand trademarks	$ 57.5

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Derivative Financial Instruments

3 Months Ended

Aug. 28, 2011

Derivative Financial Instruments [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

6. DERIVATIVE FINANCIAL INSTRUMENTS

Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives.

Commodity and commodity index futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, proteins, dairy, grains, and electricity. Generally, we economically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. We may enter into longer-term economic hedges on particular commodities, if deemed appropriate. As of August 28, 2011, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through December 2012.

In order to reduce exposures related to changes in foreign currency exchange rates, we enter into forward exchange, option, or swap contracts from time to time for transactions denominated in a currency other than the applicable functional currency. This includes, but is not limited to, hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign-denominated assets and liabilities. As of August 28, 2011, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through May 2017.

From time to time, we may use derivative instruments, including interest rate swaps, to reduce risk related to changes in interest rates. This includes, but is not limited to, hedging against increasing interest rates prior to the issuance of long-term debt and hedging the fair value of our senior long-term debt.

Derivatives Designated as Cash Flow Hedges

We have entered into interest rate swap contracts to hedge the interest rate risk related to our forecasted issuance of long-term debt in 2014 (based on the anticipated refinancing of the senior long-term debt maturing at that time). We designated these interest rate swaps as cash flow hedges of the forecasted interest payments related to this debt issuance. The unrealized loss associated with these derivatives, which is deferred in accumulated other comprehensive loss at August 28, 2011, was $62.5 million.

The net notional amount of these interest rate derivatives at August 28, 2011 was $500.0 million.

Hedge ineffectiveness for cash flow hedges may impact net earnings when a change in the value of a hedge does not entirely offset the change in the value of the underlying hedged item. Depending on the nature of the hedge, ineffectiveness is recognized within cost of goods sold or selling, general and administrative expenses. We do not exclude any component of the hedging instrument’s gain or loss when assessing ineffectiveness. The ineffectiveness associated with derivatives designated as cash flow hedges from continuing operations was not material to our results of operations in any period presented.

Derivatives Designated as Fair Value Hedges

During fiscal 2010, we entered into interest rate swap contracts to hedge the fair value of certain of our senior long-term debt instruments maturing in fiscal 2012 and 2014. We designated these interest rate swap contracts as fair value hedges of the debt instruments.

Changes in fair value of the derivative instruments are immediately recognized in earnings along with changes in the fair value of the items being hedged (based solely on the change in the benchmark interest rate). These gains and losses are classified within selling, general and administrative expenses. During the first quarter of fiscal 2011, we recognized a net gain of $21.9 million on the interest rate swap contracts and a loss of $19.3 million on the senior long-term debt.

We terminated the interest rate swap contracts during the second quarter of fiscal 2011. As a result of this termination, we received proceeds of $31.5 million. The cumulative adjustment to the fair value of the debt instruments being hedged, $34.8 million, is included in long-term debt and is being amortized as a reduction of interest expense over the remaining lives of the debt instruments (through fiscal 2014). At August 28, 2011, the unamortized amount was $24.5 million.

The entire change in fair value of the derivative instruments was included in our assessment of hedge effectiveness.

Economic Hedges of Forecasted Cash Flows

Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold.

Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk

We may use options and cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities (including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in selling, general and administrative expenses. These substantially offset the foreign currency transaction gains or losses recognized on the monetary assets or liabilities being economically hedged.

Derivative Activity in Our Milling Operations

We also use derivative instruments within our milling operations, which are part of the Commercial Foods segment. Derivative instruments used to economically hedge commodity inventories and forward purchase and sales contracts within the milling operations are marked-to-market such that realized and unrealized gains and losses are immediately included in operating results. The underlying inventory and forward contracts being hedged are also marked-to-market with changes in market value recognized immediately in operating results.

For commodity derivative trading activities within our milling operations that are not intended to mitigate commodity input cost risk, the derivative instrument is marked-to-market each period with gains and losses included in net sales of the Commercial Foods segment. There were no material gains or losses from derivative trading activities in the periods being reported.

All derivative instruments are recognized on the balance sheet at fair value. The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with the Financial Accounting Standards Board (“FASB”) guidance, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cash collateral and obligations to return cash collateral, where legal right of setoff exists. At August 28, 2011 and May 29, 2011, amounts representing a right to reclaim cash collateral of $20.9 million and $7.8 million, respectively, were included in prepaid expenses and other current assets in our condensed consolidated balance sheets.

Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or obligation to return cash collateral were reflected in our condensed consolidated balance sheets as follows:

	August 28,		May 29,
	2011		2011
Prepaid expenses and other current assets	$	77.0	$	71.5
Other accrued liabilities		121.5		92.2

The following table presents our derivative assets and liabilities, on a gross basis, prior to the offsetting of amounts where legal right of setoff exists at August 28, 2011:

	Derivative Assets			Derivative Liabilities
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Interest rate contracts	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	62.5
Total derivatives designated as hedging instruments		$	—		$	62.5
Commodity contracts	Prepaid expenses and other current assets	$	79.3	Other accrued liabilities	$	60.8
Foreign exchange contracts	Prepaid expenses and other current assets		2.4	Other accrued liabilities		25.3
Other	Prepaid expenses and other current assets		1.7	Other accrued liabilities		0.2
Total derivatives not designated as hedging instruments		$	83.4		$	86.3
Total derivatives		$	83.4		$	148.8

The following table presents our derivative assets and liabilities, on a gross basis, prior to the offsetting of amounts where legal right of setoff exists at May 29, 2011:

	Derivative Assets			Derivative Liabilities
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Interest rate contracts	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	11.8
Total derivatives designated as hedging instruments		$	—		$	11.8
Commodity contracts	Prepaid expenses and other current assets	$	85.4	Other accrued liabilities	$	84.4
Foreign exchange contracts	Prepaid expenses and other current assets		1.0	Other accrued liabilities		19.2
Other	Prepaid expenses and other current assets		0.7	Other accrued liabilities		0.2
Total derivatives not designated as hedging instruments		$	87.1		$	103.8
Total derivatives		$	87.1		$	115.6

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our condensed consolidated statements of earnings were as follows:

	Location in
	Condensed Consolidated
	Statement
	of Earnings of Gain	Amount of Gain (Loss) Recognized on Derivatives in Condensed
Derivatives Not Designated as Hedging	(Loss) Recognized	Consolidated Statement of Earnings for the Thirteen Weeks Ended
Instruments	on Derivatives	August 28, 2011			August 29, 2010
Commodity contracts	Cost of goods sold	$	42.5		$	(25.7	)
Foreign exchange contracts	Cost of goods sold		(7.0	)		(9.7	)
Foreign exchange contracts	Selling, general and administrative expenses		0.3			(0.3	)
Total gain (loss) from derivative instruments not designated as hedging instruments		$	35.8		$	(35.7	)

As of August 28, 2011, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $981.4 million and $973.6 million for purchase and sales contracts, respectively. As of May 29, 2011, our open commodity contracts had a notional value of $1.0 billion and $1.2 billion for purchase and sales contracts, respectively. The notional amount of our foreign currency forward and cross currency swap contracts as of both August 28, 2011 and May 29, 2011 was $328.8 million and $292.7 million, respectively. In addition, we held foreign currency option collar contracts with notional amounts of $52.2 million and $86.4 million as of August 28, 2011 and May 29, 2011, respectively.

We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties. We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such material loss. We also enter into futures and options transactions through various regulated exchanges.

At August 28, 2011, the maximum amount of loss due to the credit risk of the counterparties, had the counterparties failed to perform according to the terms of the contracts, was $59.8 million.

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Variable Interest Entities (Tables)

3 Months Ended

Aug. 28, 2011

Variable Interest Entities [Abstract]

Variable Interest Entities Reflected on Condensed Consolidated Balance Sheets

	August 28,		May 29,
	2011		2011
Cash and cash equivalents	$	13.6	$	5.3
Receivables, less allowance for doubtful accounts		13.5		18.9
Inventories		1.6		1.5
Prepaid expenses and other current assets		—		0.3
Property, plant and equipment, net		90.6		91.8
Goodwill		18.8		18.8
Brands, trademarks and other intangibles, net		8.9		9.0
Total assets	$	147.0	$	145.6
Current installments of long-term debt	$	27.8	$	13.4
Accounts payable		14.4		13.1
Accrued payroll		0.6		0.4
Other accrued liabilities		1.0		0.7
Senior long-term debt, excluding current installments		14.8		30.1
Other noncurrent liabilities (minority interest)		26.7		26.7
Total liabilities	$	85.3	$	84.4

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Acquisitions (Details) (American Pie LIC [Member], USD $) In Millions	3 Months Ended
	Aug. 29, 2010
American Pie LIC [Member]
Acquisitions (Textuals) [Abstract]
Cash paid to acquire the entity	$ 131.0
Purchase price allocated to goodwill	51.5
Purchase price allocated to brands, trademarks and other intangibles	$ 61.3

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Business Segments and Related Information (Tables)

3 Months Ended

Aug. 28, 2011

Business Segments and Related Information [Abstract]

Segment operations

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net sales
Consumer Foods	$	1,891.7	$	1,811.5
Commercial Foods		1,180.3		992.8
Total net sales	$	3,072.0	$	2,804.3
Operating profit
Consumer Foods	$	196.2	$	207.7
Commercial Foods		97.5		113.1
Total operating profit	$	293.7	$	320.8
Equity method investment earnings
Consumer Foods	$	1.0	$	1.1
Commercial Foods		5.2		5.1
Total equity method investment earnings	$	6.2	$	6.2
Operating profit plus equity method investment earnings
Consumer Foods	$	197.2	$	208.8
Commercial Foods		102.7		118.2
Total operating profit plus equity method investment earnings	$	299.9	$	327.0
General corporate expenses	$	117.9	$	79.5
Interest expense, net		52.9		37.3
Income tax expense		43.6		66.9
Income from continuing operations		85.5		143.3
Less: Net income (loss) attributable to noncontrolling interests		0.3		(0.1	)
Income from continuing operations attributable to ConAgra Foods, Inc.	$	85.2	$	143.4

Allocation of net derivative gains (losses) from economic hedges of forecasted commodity consumption and foreign currency risk

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Net derivative losses incurred	$	(12.3	)	$	(7.9	)
Less: Net derivative gains (losses) allocated to reporting segments		21.2			(2.1	)
Net derivative losses recognized in general corporate expenses	$	(33.5	)	$	(5.8	)
Net derivative gains (losses) allocated to Consumer Foods	$	18.3		$	(1.9	)
Net derivative gains (losses) allocated to Commercial Foods		2.9			(0.2	)
Net derivative gains (losses) included in segment operating profit	$	21.2		$	(2.1	)

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Aug. 28, 2011

Summary of Significant Accounting Policies [Abstract]

Summary of income tax expense (benefit) on components of other comprehensive income (loss)

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Net derivative adjustment	$	(18.8	)	$	—
Unrealized losses on available-for-sale securities		(0.1	)		(0.1	)
Pension and postretirement healthcare liabilities		3.7			1.5
	$	(15.2	)	$	1.4

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Income Taxes

3 Months Ended

Aug. 28, 2011

Income Taxes [Abstract]

INCOME TAXES

11. INCOME TAXES

Our income tax expense from continuing operations for the first quarter of fiscal 2012 and 2011 was $43.6 million and $66.9 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investment earnings) from continuing operations was approximately 34% and 32% for the first quarter of fiscal 2012 and 2011, respectively.

The amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $53.4 million as of August 28, 2011 and $56.5 million as of May 29, 2011. Included in the balance at August 28, 2011 and May 29, 2011 was $3.4 million and $3.3 million, respectively, of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. Any associated interest and penalties imposed would affect the tax rate. The gross unrecognized tax benefits excluded related liabilities for gross interest and penalties of $15.2 million and $14.7 million as of August 28, 2011 and May 29, 2011, respectively.

The net amount of unrecognized tax benefits at August 28, 2011 and May 29, 2011 that, if recognized, would impact the Company’s effective tax rate was $33.8 million and $35.7 million, respectively. Recognition of these tax benefits would have a favorable impact on the Company’s effective tax rate.

We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by $2 million to $7 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations.

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Discontinued Operations and Divestitures

3 Months Ended

Aug. 28, 2011

Discontinued Operations and Divestitures [Abstract]

DISCONTINUED OPERATIONS AND DIVESTITURES

2. DISCONTINUED OPERATIONS AND DIVESTITURES

Discontinued Operations

Frozen Handhelds Operations

During the fourth quarter of fiscal 2011, we completed the sale of substantially all of the assets of our frozen handhelds operations for $8.8 million in cash. We recognized impairment and related charges totaling $21.7 million ($14.2 million after-tax) in the fourth quarter of fiscal 2011. We reflected the results of these operations as discontinued operations for all periods presented.

Gilroy Foods & Flavors^TM Operations

During the first quarter of fiscal 2011, we completed the sale of substantially all of the assets of Gilroy Foods & Flavors™ dehydrated garlic, onion, capsicum and Controlled Moisture™, GardenFrost^®, Redi-Made™, and fresh vegetable operations for $245.7 million in cash. We reflected the results of these operations as discontinued operations for all periods presented.

In connection with the sale of this business, we entered into agreements to purchase certain ingredients, at prices approximating market rates, from the divested business for a period of five years. The continuing cash flows related to these agreements are not significant, and, accordingly, are not deemed to be direct cash flows of the divested business.

Summary of Operational Results

The summary comparative financial results of discontinued operations were as follows:

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net sales	$	0.5	$	54.0
Income from operations of discontinued operations before income taxes	$	0.1	$	5.2
Net gain from disposal of businesses		—		0.9
Income before income taxes		0.1		6.1
Income tax expense		—		(3.1	)
Income from discontinued operations, net of tax	$	0.1	$	3.0

Operating results from discontinued operations for the thirteen weeks ended August 29, 2010 reflected the reversal of an accrual of $3.0 million related to certain legal matters of divested businesses.

There were no assets and liabilities classified as held for sale as of August 28, 2011 and May 29, 2011.

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Long Term Debt (Tables)

3 Months Ended

Aug. 28, 2011

Long-Term Debt [Abstract]

Net interest expenses

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Long-term debt	$	56.1		$	60.3
Short-term debt		0.1			0.1
Interest income		(1.3	)		(19.4	)
Interest capitalized		(2.0	)		(3.7	)
	$	52.9		$	37.3

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Earnings Per Share

3 Months Ended

Aug. 28, 2011

Earnings Per Share [Abstract]

EARNINGS PER SHARE

8. EARNINGS PER SHARE

Basic earnings per share is calculated on the basis of weighted average outstanding common shares. Diluted earnings per share is computed on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock awards, and other dilutive securities.

The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net income attributable to ConAgra Foods, Inc. common stockholders:
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders	$	85.2	$	143.4
Income from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders		0.1		3.0
Net income attributable to ConAgra Foods, Inc. common stockholders		85.3		146.4
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated		0.3		1.4
Net income attributable to ConAgra Foods, Inc. common stockholders	$	85.0	$	145.0
Weighted average shares outstanding:
Basic weighted average shares outstanding		412.7		441.5
Add: Dilutive effect of stock options, restricted stock awards, and other dilutive securities		5.4		4.5
Diluted weighted average shares outstanding		418.1		446.0

For the thirteen weeks ended August 28, 2011, there were 13.5 million stock options outstanding that were excluded from the computation of shares contingently issuable upon exercise of the stock options because exercise prices exceeded the average market value of our common stock during the period. For the thirteen weeks ended August 29, 2010, there were 35.7 million stock options excluded from the calculation.

The decline in the diluted weighted average shares outstanding from the first quarter of fiscal 2011 resulted principally from our repurchase of 36.1 million shares during fiscal 2011 under our share repurchase plan.

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Pension and Postretirement Benefits

3 Months Ended

Aug. 28, 2011

Pension and Postretirement Benefits [Abstract]

PENSION AND POSTRETIREMENT BENEFITS

13. PENSION AND POSTRETIREMENT BENEFITS

We have defined benefit retirement plans (“plans”) for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits (“other postretirement benefits”) to qualifying U.S. employees.

Components of pension benefit and other postretirement benefit costs included:

	Pension Benefits						Postretirement Benefits
	Thirteen weeks ended						Thirteen weeks ended
	August 28,			August 29,			August 28,			August 29,
	2011			2010			2011			2010
Service cost	$	17.1		$	14.9		$	0.2		$	0.1
Interest cost		37.2			36.9			3.7			4.1
Expected return on plan assets		(44.9	)		(43.3	)		—			(0.1	)
Amortization of prior service cost (gain)		0.8			0.8			(2.2	)		(2.4	)
Recognized net actuarial loss		9.6			4.1			1.5			1.2
Curtailment loss		—			1.3			—			—
Benefit cost — Company plans		19.8			14.7			3.2			2.9
Pension benefit cost — multi-employer plans		2.1			2.5			—			—
Total benefit cost	$	21.9		$	17.2		$	3.2		$	2.9

During the first quarter of fiscal 2012, we contributed $3.0 million to our pension plans and contributed $7.5 million to our other postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $79.2 million to our pension plans for the remainder of fiscal 2012. We anticipate making further contributions of $21.0 million to our other postretirement plans during the remainder of fiscal 2012. These estimates are based on current tax laws, plan asset performance, and liability assumptions, which are subject to change.

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Inventories

3 Months Ended

Aug. 28, 2011

Inventories [Abstract]

INVENTORIES

9. INVENTORIES

The major classes of inventories were as follows:

	August 28,		May 29,
	2011		2011
Raw materials and packaging	$	575.8	$	639.5
Work in process		106.8		83.1
Finished goods		1,047.1		992.9
Supplies and other		85.6		87.9
Total	$	1,815.3	$	1,803.4

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Inventories (Tables)

3 Months Ended

Aug. 28, 2011

Inventories [Abstract]

Major Classes of Inventory

	August 28,		May 29,
	2011		2011
Raw materials and packaging	$	575.8	$	639.5
Work in process		106.8		83.1
Finished goods		1,047.1		992.9
Supplies and other		85.6		87.9
Total	$	1,815.3	$	1,803.4

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Share-Based Payments

3 Months Ended

Aug. 28, 2011

Share-Based Payments [Abstract]

SHARE-BASED PAYMENTS

7. SHARE-BASED PAYMENTS

For the thirteen weeks ended August 28, 2011, we recognized total stock-based compensation expense (including stock options, restricted stock units, and performance shares) of $12.3 million. For the thirteen weeks ended August 29, 2010, we recognized total stock-based compensation expense of $8.4 million. During the first quarter of fiscal 2012, we granted 1.7 million restricted stock units at a weighted average grant date price of $26.11, 4.1 million stock options at a weighted average exercise price of $26.15, and 0.5 million performance shares at a weighted average grant date price of $26.15.

Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goals for the performance periods ending in fiscal 2012 and fiscal 2013 are based upon our earnings before interest and taxes and our return on average invested capital measured over a defined performance period. The performance goals for the performance period ending in fiscal 2014 are based upon our operating cash flow return on operations, a measure of operating cash flow as a percentage of invested capital measured over a defined performance period, and revenue growth. The awards actually earned will range from zero to three hundred percent of the targeted number of performance shares for the performance period ending in fiscal 2012; from zero to two hundred percent of the targeted number of performance shares for the performance period ending in fiscal 2013; and from zero to two hundred twenty percent of the targeted number of performance shares for the performance period ending in fiscal 2014. For the performance period ending in fiscal 2014, a payout equal to 25% of approved target incentive is required to be paid out if we achieve a threshold level of cash flow return on operations. Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in the performance share plan, any shares earned will be distributed at the end of the performance period. The value of the performance shares is adjusted based upon the market price of our common stock at the end of each reporting period and amortized as compensation expense over the vesting period.

The weighted average Black-Scholes assumptions for stock options granted during the first quarter of fiscal 2012 were as follows:

Expected volatility (%)	22.89
Dividend yield (%)	3.97
Risk-free interest rate (%)	1.38
Expected life of stock option (years)	4.75

The weighted average value of stock options granted during the first quarter of fiscal 2012 was $3.26 per option, based upon a Black-Scholes methodology.

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Share-Based Payments (Details Textual) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Share Based Payments (Additional Textuals) [Abstract]
Total Stock-based compensation expense	$ 12.3	$ 8.4
Stock option granted	4.1
Weighted average exercise price of stock options granted	$ 26.15
Weighted average value of stock options granted during the first quarter of fiscal 2012	$ 3.26
Restricted Stock [Member]
Share-Based Payments (Textuals) [Abstract]
Stock granted, shares	1.7
Weighted average value of stock options granted	$ 26.11
Performance Stock [Member]
Share-Based Payments (Textuals) [Abstract]
Stock granted, shares	0.5
Weighted average value of stock options granted	$ 26.15
Performance Period Ending 2012 [Member]
Share-Based Payments (Textuals) [Abstract]
Percentage of the targeted number of performance shares, minimum range and will be paid in shares of common stock	0.00%
Percentage of the targeted number of performance shares, maximum range and will be paid in shares of common stock	300.00%
Performance Period Ending 2013 [Member]
Share-Based Payments (Textuals) [Abstract]
Percentage of the targeted number of performance shares, minimum range and will be paid in shares of common stock	0.00%
Percentage of the targeted number of performance shares, maximum range and will be paid in shares of common stock	200.00%
Performance Period Ending 2014 [Member]
Share-Based Payments (Textuals) [Abstract]
Percentage of the targeted number of performance shares, minimum range and will be paid in shares of common stock	0.00%
Percentage of the targeted number of performance shares, maximum range and will be paid in shares of common stock	220.00%
Percentage of target incentive required payout	25.00%

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Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Cash flows from operating activities:
Net income	$ 85.6	$ 146.3
Income from discontinued operations	0.1	3.0
Income from continuing operations	85.5	143.3
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation and amortization	91.5	85.8
Asset impairment charges	7.1	0.2
Insurance recoveries recognized related to Garner accident		(1.3)
Advances from insurance carriers related to Garner accident		3.0
Distributions from affiliates less than current earnings	(2.2)	(2.6)
Contributions to pension plans	(3.0)	(110.1)
Share-based payments expense	12.3	8.4
Non-cash interest income on payment-in-kind notes		(18.5)
Other items	(6.7)	24.0
Change in operating assets and liabilities before effects of business acquisitions and dispositions:
Accounts receivable	(63.1)	(2.2)
Inventories	(12.1)	(148.3)
Prepaid expenses and other current assets	12.9	37.8
Accounts payable	108.9	81.1
Accrued payroll	1.6	(131.9)
Other accrued liabilities	79.3	135.5
Net cash flows from operating activities - continuing operations	312.0	104.2
Net cash flows from operating activities - discontinued operations	3.1	4.6
Net cash flows from operating activities	315.1	108.8
Cash flows from investing activities:
Additions to property, plant and equipment	(95.6)	(129.1)
Sale of property, plant and equipment	3.8	1.0
Advances from insurance carriers related to Garner accident		2.5
Purchase of businesses and intangible assets	(57.5)	(129.7)
Net cash flows from investing activities - continuing operations	(149.3)	(255.3)
Net cash flows from investing activities - discontinued operations		248.9
Net cash flows from investing activities	(149.3)	(6.4)
Cash flows from financing activities:
Repayment of long-term debt	(2.5)	(38.4)
Repurchase of ConAgra Foods common shares		(100.0)
Cash dividends paid	(94.3)	(88.5)
Exercise of stock options and issuance of other stock awards	55.7	10.9
Other items		(0.3)
Net cash flows from financing activities - continuing operations	(41.1)	(216.3)
Net cash flows from financing activities - discontinued operations		(0.1)
Net cash flows from financing activities	(41.1)	(216.4)
Effect of exchange rate changes on cash and cash equivalents	(1.9)	1.7
Net change in cash and cash equivalents	122.8	(112.3)
Cash and cash equivalents at beginning of period	972.4	953.2
Cash and cash equivalents at end of period	$ 1,095.2	$ 840.9

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Acquisitions

3 Months Ended

Aug. 28, 2011

Acquisitions [Abstract]

ACQUISITIONS

3. ACQUISITIONS

In the first quarter of fiscal 2011, we acquired the assets of American Pie, LLC (“American Pie”) for $131.0 million in cash plus assumed liabilities. American Pie is a manufacturer of frozen fruit pies, thaw and serve pies, fruit cobblers, and pie crusts under the Marie Callender’s^® and Claim Jumper^® trade names, as well as frozen dinners, pot pies, and appetizers under the Claim Jumper^® trade name. Approximately $51.5 million of the purchase price was allocated to goodwill and $61.3 million was allocated to brands, trademarks and other intangibles. The amount allocated to goodwill is deductible for income tax purposes and is primarily attributable to American Pie’s product portfolio, as well as anticipated synergies and other intangibles that do not qualify for separate recognition. This business is included in the Consumer Foods segment.

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Summary of Significant Accounting Policies (Details Textual) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011
Summary Of Significant Accounting Policies (Textuals) (Abstract)
Reclassification of foreign currency translation net losses to net income	$ 0.1

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Earnings Per Share (Tables)

3 Months Ended

Aug. 28, 2011

Earnings Per Share [Abstract]

Schedule of reconciliation of income and average share amounts to compute basic and diluted earnings per share

	Thirteen weeks ended
	August 28,		August 29,
	2011		2010
Net income attributable to ConAgra Foods, Inc. common stockholders:
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders	$	85.2	$	143.4
Income from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders		0.1		3.0
Net income attributable to ConAgra Foods, Inc. common stockholders		85.3		146.4
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated		0.3		1.4
Net income attributable to ConAgra Foods, Inc. common stockholders	$	85.0	$	145.0
Weighted average shares outstanding:
Basic weighted average shares outstanding		412.7		441.5
Add: Dilutive effect of stock options, restricted stock awards, and other dilutive securities		5.4		4.5
Diluted weighted average shares outstanding		418.1		446.0

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Restructuring (Details 2) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011
Severance and related costs [Member] | Administrative Efficiency Restructuring Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	$ 0
Costs incurred and charged to expense	8.3
Costs paid or otherwise settled	(0.1)
Changes in estimates	0
Balance at August 28, 2011	8.2
Severance and related costs [Member] | 2010 Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	5.2
Costs incurred and charged to expense	0.2
Costs paid or otherwise settled	3.7
Changes in estimates	(0.5)
Balance at August 28, 2011	1.2
Severance and related costs [Member] | Network Optimization Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	4.8
Costs incurred and charged to expense	0.7
Costs paid or otherwise settled	(0.3)
Changes in estimates	0
Balance at August 28, 2011	5.2
Plan implementation costs [Member] | Administrative Efficiency Restructuring Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	0
Costs incurred and charged to expense	2.6
Costs paid or otherwise settled	(0.2)
Changes in estimates	0
Balance at August 28, 2011	2.4
Plan implementation costs [Member] | 2010 Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	1.0
Costs incurred and charged to expense	1.0
Costs paid or otherwise settled	1.9
Changes in estimates	0
Balance at August 28, 2011	0.1
Plan implementation costs [Member] | Network Optimization Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	0
Costs incurred and charged to expense	1.6
Costs paid or otherwise settled	(1.5)
Changes in estimates	0
Balance at August 28, 2011	0.1
Other Costs [Member] | 2010 Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	2.7
Costs incurred and charged to expense	0
Costs paid or otherwise settled	2.7
Changes in estimates	0
Balance at August 28, 2011	0
Administrative Efficiency Restructuring Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	0
Costs incurred and charged to expense	10.9
Costs paid or otherwise settled	(0.3)
Changes in estimates	0
Balance at August 28, 2011	10.6
2010 Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	8.9
Costs incurred and charged to expense	1.2
Costs paid or otherwise settled	8.3
Changes in estimates	(0.5)
Balance at August 28, 2011	1.3
Network Optimization Plan [Member]
Liabilities for various initiatives and changes
Balance at May 29, 2011	4.8
Costs incurred and charged to expense	2.3
Costs paid or otherwise settled	(1.8)
Changes in estimates	0
Balance at August 28, 2011	$ 5.3

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010	May 29, 2011
Income Taxes (Textuals) [Abstract]
Income tax expense from continuing operations	$ 43.6	$ 66.9
Effective tax rate from continuing operations	34.00%	32.00%
Gross unrecognized tax benefits	53.4		56.5
Unrecognized tax benefits with uncertainty of timing of deductibility	3.4		3.3
Unrecognized liabilities for gross interest and penalties	15.2		14.7
Unrecognized tax benefits that would favorably impact effective tax rate	33.8		35.7
Estimated future gross unrecognized tax benefits	7
Estimated decrease in gross unrecognized tax benefits, maximum	$ 2

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Share-Based Payments (Details)	3 Months Ended
	Aug. 28, 2011
Weighted average Black-Scholes assumptions for stock options granted
Expected volatility (%)	22.89%
Dividend yield (%)	3.97%
Risk-free interest rate (%)	1.38%
Expected life of stock option (years)	4.75

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Long -Term Debt (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			0 Months Ended		3 Months Ended
	Aug. 28, 2011	Nov. 28, 2010	Aug. 29, 2010	Sep. 15, 2011 6.75% senior notes due [Member]	Aug. 28, 2011 6.75% senior notes due [Member]	Aug. 29, 2010 Lamb Westom BSW [Member]	Aug. 29, 2010 Payment in Kind (PIK) Note [Member]
Net interest expense
Long-term debt	$ 56.1		$ 60.3
Short-term debt	0.1		0.1
Interest income	(1.3)		(19.4)				(18.5)
Interest capitalized	(2.0)		(3.7)
Interest expense, net	52.9		37.3
Long- Term Debt (Textuals) [Abstract]
Repayment of debt	2.5		38.4	342.7		35.4
Long-term debt interest rate					6.75%
Interest income	1.3		19.4				18.5
Long Term Debt Additional (Textuals) [Abstract]
Proceeds from termination of interest rate swap contract		31.5
Reduction of net interest expense due to impact of interest rate swap contracts	$ 3.1		$ 4.4

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Variable Interest Entities

3 Months Ended

Aug. 28, 2011

Variable Interest Entities [Abstract]

VARIABLE INTEREST ENTITIES

4. VARIABLE INTEREST ENTITIES

Variable Interest Entities Consolidated

We own a 49.99% interest in Lamb Weston BSW, LLC (“Lamb Weston BSW”), a potato processing venture with Ochoa Ag Unlimited Foods, Inc. (“Ochoa”). We provide all sales and marketing services to Lamb Weston BSW. Under certain circumstances, we could be required to compensate the other equity owner of Lamb Weston BSW for lost profits resulting from significant production shortfalls (“production shortfalls”). Commencing on June 1, 2018, or on an earlier date under certain circumstances, we have a contractual right to purchase the remaining equity interest in Lamb Weston BSW from Ochoa (the “call option”). We are currently subject to a contractual obligation to purchase all of Ochoa’s equity investment in Lamb Weston BSW at the option of Ochoa (the “put option”). The purchase prices under the call option and the put option (the “options”) are based on the book value of Ochoa’s equity interest at the date of exercise, as modified by an agreed-upon rate of return for the holding period of the investment balance. The agreed-upon rate of return varies depending on the circumstances under which any of the options are exercised. As of August 28, 2011, the price at which Ochoa had the right to put its equity interest to us was $31.3 million. This amount is presented within other liabilities in our condensed consolidated balance sheets. We have determined that Lamb Weston BSW is a variable interest entity and that we are the primary beneficiary of the entity. Accordingly, we consolidate the financial statements of Lamb Weston BSW.

As of August 28, 2011, we provided lines of credit of up to $15.0 million to Lamb Weston BSW. Borrowings under the lines of credit bear interest at a rate of LIBOR plus 200 basis points with a floor of 3.25%. In the first quarter of fiscal 2011, we repaid $35.4 million of bank borrowings of Lamb Weston BSW and took assignment of a promissory note from the joint venture, the balance of which was $36.1 million at August 28, 2011. The promissory note is due in December 2015. The promissory note is currently accruing interest at a rate of LIBOR plus 200 basis points with a floor of 3.25%. The amounts owed by Lamb Weston BSW to the Company are not reflected in our balance sheets, as they are eliminated in consolidation.

Our variable interests in Lamb Weston BSW include an equity investment in the venture, the options, the promissory note, certain fees paid to us by Lamb Weston BSW for sales and marketing services, the contingent obligation related to production shortfalls, and the lines of credit advanced to Lamb Weston BSW. Our maximum exposure to loss as a result of our involvement with this venture is equal to our equity investment in the venture, the balance of the promissory note extended to the venture, the amount, if any, advanced under the lines of credit, and the amount, if any, by which the put option exercise price exceeds the fair value of the noncontrolling interest in Lamb Weston BSW on, or after, the put option exercise date. Also, in the event of a production shortfall, we could be required to compensate the other equity owner of Lamb Weston BSW for lost profits. It is not possible to determine the maximum exposure to losses from the potential exercise of the put option or from potential production shortfalls. However, we do not expect to incur material losses resulting from these exposures.

We also consolidate the assets and liabilities of several entities from which we lease corporate aircraft. Each of these entities has been determined to be a variable interest entity and we have been determined to be the primary beneficiary of each of these entities. Under the terms of the aircraft leases, we provide guarantees to the owners of these entities of a minimum residual value of the aircraft at the end of the lease term. We also have fixed price purchase options on the aircraft leased from these entities. Our maximum exposure to loss from our involvement with these entities is limited to the difference between the fair value of the leased aircraft and the amount of the residual value guarantees at the time we terminate the leases (the leases expire between December 2011 and October 2012). The total amount of the residual value guarantees for these aircraft at the end of the respective lease terms is $38.4 million.

Due to the consolidation of these variable interest entities, we reflected in our condensed consolidated balance sheets:

	August 28,		May 29,
	2011		2011
Cash and cash equivalents	$	13.6	$	5.3
Receivables, less allowance for doubtful accounts		13.5		18.9
Inventories		1.6		1.5
Prepaid expenses and other current assets		—		0.3
Property, plant and equipment, net		90.6		91.8
Goodwill		18.8		18.8
Brands, trademarks and other intangibles, net		8.9		9.0
Total assets	$	147.0	$	145.6
Current installments of long-term debt	$	27.8	$	13.4
Accounts payable		14.4		13.1
Accrued payroll		0.6		0.4
Other accrued liabilities		1.0		0.7
Senior long-term debt, excluding current installments		14.8		30.1
Other noncurrent liabilities (minority interest)		26.7		26.7
Total liabilities	$	85.3	$	84.4

The liabilities recognized as a result of consolidating the Lamb Weston BSW entity do not represent additional claims on our general assets. The creditors of Lamb Weston BSW have claims only on the assets of Lamb Weston BSW. The assets recognized as a result of consolidating Lamb Weston BSW are the property of the venture and are not available to us for any other purpose, other than as a secured lender under the promissory note and lines of credit.

Variable Interest Entities Not Consolidated

We also have variable interests in certain other entities that we have determined to be variable interest entities, but for which we are not the primary beneficiary. We do not consolidate the financial statements of these entities.

We hold a 50% interest in Lamb Weston RDO, a potato processing venture. We provide all sales and marketing services to Lamb Weston RDO. We receive a fee for these services based on a percentage of the net sales of the venture. We reflect the value of our ownership interest in this venture in other assets in our condensed consolidated balance sheets, based upon the equity method of accounting. The balance of our investment was $13.0 million and $13.6 million at August 28, 2011 and May 29, 2011, respectively, representing our maximum exposure to loss as a result of our involvement with this venture. The capital structure of Lamb Weston RDO includes owners’ equity of $25.9 million and term borrowings from banks of $43.5 million as of August 28, 2011. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this venture.

We lease certain office buildings from entities that we have determined to be variable interest entities. The lease agreements with these entities include fixed-price purchase options for the assets being leased, representing our only variable interest in these lessor entities. These leases are accounted for as operating leases, and accordingly, there are no material assets or liabilities associated with these entities included in our condensed consolidated balance sheets. We have no material exposure to loss from our variable interests in these entities. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of these entities. In making this determination, we have considered, among other items, the terms of the lease agreements, the expected remaining useful lives of the assets leased, and the capital structure of the lessor entities.

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Discontinued Operations and Divestitures (Details Textual) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010	May 29, 2011 Frozens Handheld Operations [Member]	Aug. 29, 2010 Gilroy Foods & Flavors [Member]
Discontinued Operations and Divestitures (Textuals) [Abstract]
Recognized impairment and related charges			$ 21.7
Recognized impairment and related charges, after-tax			14.2
Consideration for divestiture of business, subject to final working capital adjustment			8.8	245.7
Additional Discontinued Operations and Divestitures (Textuals) [Abstract]
Period of agreements to purchase certain ingredients from the divested business	5 years
Reversal of accrual related to certain legal matters of divested businesses		$ 3.0

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Goodwill and Other Identifiable Intangible Assets (Tables)

3 Months Ended

Aug. 28, 2011

Goodwill and Other Identifiable Intangible Assets [Abstract]

Change in the carrying amount of goodwill

	Consumer			Commercial
	Foods			Foods		Total
Balance as of May 29, 2011	$	3,479.7		$	129.7	$	3,609.4
Currency Translation		(0.5	)		0.1		(0.4	)
Balance as of August 28, 2011	$	3,479.2		$	129.8	$	3,609.0

Other identifiable intangible assets

	August 28, 2011				May 29, 2011
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Non-amortizing intangible assets	$	828.7	$	—	$	771.2	$	—
Amortizing intangible assets		214.0		53.4		213.9		48.8
	$	1,042.7	$	53.4	$	985.1	$	48.8

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Stockholders' Equity (Details Textual) (USD $)	3 Months Ended
	Aug. 28, 2011
Stockholders Equity (Textuals) [Abstract]
Dividends declared per common share	$ (0.23)
Retained Earnings [Member]
Stockholders Equity (Textuals) [Abstract]
Dividends declared per common share	$ (0.23)

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Contingencies (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Aug. 28, 2011	Feb. 22, 2009
Additional Contingencies (Textuals) [Abstract]
Maximum period of guarantee under leases and other commercial obligations guarantee agreement	5 years
Minimum quantity of hogs to be purchased under hog purchase agreement through 2014	1,200,000
Guaranteed period to third parties for income tax credits over their statutory lives	7 years
Face value of federal income tax credits	$ 21.2
Dispute coverage charge with insurance carrier		$ 24.8

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Restructuring (Tables)

3 Months Ended

Aug. 28, 2011

Restructuring [Abstract]

Summary of expected realization and incurred restructuring pre tax expenses

	Consumer		Commercial
	Foods		Foods		Corporate		Total
Accelerated depreciation	$	—	$	—	$	1.4	$	1.4
Severance and related costs		5.3		—		3.3		8.6
Other, net		10.3		1.1		0.2		11.6
Total selling, general and administrative expenses		15.6		1.1		4.9		21.6
Consolidated total	$	15.6	$	1.1	$	4.9	$	21.6

	Consumer		Commercial
	Foods		Foods		Corporate		Total
Accelerated depreciation	$	—	$	—	$	0.4	$	0.4
Severance and related costs		5.3		—		3.0		8.3
Other, net		2.2		0.4		—		2.6
Total selling, general and administrative expenses		7.5		0.4		3.4		11.3
Consolidated total	$	7.5	$	0.4	$	3.4	$	11.3

	Consumer		Commercial
	Foods		Foods		Total
Accelerated depreciation	$	17.4	$	—	$	17.4
Inventory write-offs and related costs		3.1		0.3		3.4
Total cost of goods sold		20.5		0.3		20.8
Asset impairment		10.6		13.8		24.4
Severance and related costs		8.0		0.1		8.1
Other, net		12.3		2.7		15.0
Total selling, general and administrative expenses		30.9		16.6		47.5
Consolidated total	$	51.4	$	16.9	$	68.3

	Consumer		Commercial
	Foods		Foods		Total
Accelerated depreciation	$	2.7	$	—	$	2.7
Inventory write-offs and related costs		0.4		—		0.4
Total cost of goods sold		3.1		—		3.1
Asset impairment		2.1		3.4		5.5
Severance and related costs		0.6		—		0.6
Other, net		1.2		0.4		1.6
Total selling, general and administrative expenses		3.9		3.8		7.7
Consolidated total	$	7.0	$	3.8	$	10.8

	Consumer		Commercial
	Foods		Foods		Total
Accelerated depreciation	$	7.8	$	—	$	7.8
Inventory write-offs and related costs		0.6		0.3		0.9
Total cost of goods sold		8.4		0.3		8.7
Asset impairment		10.6		13.8		24.4
Severance and related costs		5.7		0.1		5.8
Other, net		1.9		0.4		2.3
Total selling, general and administrative expenses		18.2		14.3		32.5
Consolidated total	$	26.6	$	14.6	$	41.2

	Consumer
	Foods		Corporate		Total
Accelerated depreciation	$	19.1	$	—	$	19.1
Inventory write-offs and related costs		0.7		—		0.7
Total cost of goods sold		19.8		—		19.8
Asset impairment		16.9		—		16.9
Severance and related costs		17.0		—		17.0
Other, net		9.5		3.6		13.1
Total selling, general and administrative expenses		43.4		3.6		47.0
Consolidated total	$	63.2	$	3.6	$	66.8

	Consumer
	Foods		Corporate		Total
Accelerated depreciation	$	19.1	$	—	$	19.1
Inventory write-offs and related costs		0.7		—		0.7
Total cost of goods sold		19.8		—		19.8
Asset impairment		16.8		—		16.8
Severance and related costs		17.0		—		17.0
Other, net		9.2		3.6		12.8
Total selling, general and administrative expenses		43.0		3.6		46.6
Consolidated total	$	62.8	$	3.6	$	66.4

Liability for initiatives and changes

	Balance at		Costs Incurred							Balance at
	May 29,		and Charged		Costs Paid			Changes in		August 28,
	2011		to Expense		or Otherwise Settled			Estimates		2011
Severance and related costs	$	—	$	8.3	$	(0.1	)	$	—	$	8.2
Plan implementation costs		—		2.6		(0.2	)		—		2.4
Total	$	—	$	10.9	$	(0.3	)	$	—	$	10.6

	Balance at		Costs Incurred							Balance at
	May 29,		and Charged		Costs Paid			Changes in		August 28,
	2011		to Expense		or Otherwise Settled			Estimates		2011
Severance and related costs	$	4.8	$	0.7	$	(0.3	)	$	—	$	5.2
Plan implementation costs		—		1.6		(1.5	)		—		0.1
Total	$	4.8	$	2.3	$	(1.8	)	$	—	$	5.3

	Balance at		Costs Incurred								Balance at
	May 29,		and Charged		Costs Paid			Changes in			August 28,
	2011		to Expense		or Otherwise Settled			Estimates			2011
Severance and related costs	$	5.2	$	0.2	$	(3.7	)	$	(0.5	)	$	1.2
Plan implementation costs		1.0		1.0		(1.9	)		—			0.1
Other costs		2.7		—		(2.7	)		—			—
Total	$	8.9	$	1.2	$	(8.3	)	$	(0.5	)	$	1.3

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Discontinued Operations and Divestitures (Details) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Comparative financial results of the discontinued operations
Net sales	$ 0.5	$ 54.0
Income from operations of discontinued operations before income taxes	0.1	5.2
Net gain from disposal of businesses		0.9
Income before income taxes	0.1	6.1
Income tax expense		(3.1)
Income from discontinued operations, net of tax	$ 0.1	$ 3.0

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Share-Based Payments (Tables)

3 Months Ended

Aug. 28, 2011

Share-Based Payments [Abstract]

Weighted average Black-Scholes assumptions for stock options granted

Expected volatility (%)	22.89
Dividend yield (%)	3.97
Risk-free interest rate (%)	1.38
Expected life of stock option (years)	4.75

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Contingencies

3 Months Ended

Aug. 28, 2011

Contingencies [Abstract]

CONTINGENCIES

12. CONTINGENCIES

In fiscal 1991, we acquired Beatrice Company (“Beatrice”). As a result of the acquisition and the significant pre-acquisition contingencies of the Beatrice businesses and its former subsidiaries, our consolidated post-acquisition financial statements reflect liabilities associated with the estimated resolution of these contingencies. These include various litigation and environmental proceedings related to businesses divested by Beatrice prior to its acquisition by us.

The litigation includes suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products and the Company as alleged successors to W. P. Fuller Co., a lead paint and pigment manufacturer owned and operated by Beatrice until 1967. Although decisions favorable to us have been rendered in Rhode Island, New Jersey, Wisconsin, and Ohio, we remain a defendant in active suits in Illinois and California. The Illinois suit seeks class-wide relief in the form of medical monitoring for elevated levels of lead in blood. In California, a number of cities and counties have joined in a consolidated action seeking abatement of the alleged public nuisance. We have had successful outcomes in every case decided to date and although exposure in the remaining cases is unlikely, it is reasonably possible. However, given the range of potential remedies, it is not possible to estimate this exposure.

The environmental proceedings include litigation and administrative proceedings involving Beatrice’s status as a potentially responsible party at 37 Superfund, proposed Superfund, or state-equivalent sites; these sites involve locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, PCBs, acids, lead, sulfur, tannery wastes, and/or other contaminants. Beatrice has paid or is in the process of paying its liability share at 34 of these sites. Reserves for these matters have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The reserves for Beatrice-related environmental matters totaled $70.9 million as of August 28, 2011, a majority of which relates to the Superfund and state-equivalent sites referenced above. We expect expenditures for Beatrice-related environmental matters to continue for up to 19 years.

In limited situations, we will guarantee an obligation of an unconsolidated entity. At the time in which we initially provide such a guarantee, we assess the risk of financial exposure to us under these agreements. We consider the credit-worthiness of the guaranteed party, the value of any collateral pledged against the related obligation, and any other factors that may mitigate our risk. We actively monitor market and entity-specific conditions that may result in a change of our assessment of the risk of loss under these agreements.

We guarantee certain leases and other commercial obligations resulting from the 2002 divestiture of our fresh beef and pork operations. The remaining terms of these arrangements do not exceed five years and the maximum amount of future payments we have guaranteed was approximately $12.9 million as of August 28, 2011.

We have also guaranteed the performance of the divested fresh beef and pork business with respect to a hog purchase contract. The hog purchase contract requires the divested fresh beef and pork business to purchase a minimum of approximately 1.2 million hogs annually through 2014. The contract stipulates minimum price commitments, based in part on market prices, and, in certain circumstances, also includes price adjustments based on certain inputs. We have not established a liability for any of the fresh beef and pork divestiture-related guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote.

We are a party to various potato supply agreements. Under the terms of certain such potato supply agreements, we have guaranteed repayment of short-term bank loans of the potato suppliers, under certain conditions. At August 28, 2011, the amount of supplier loans we have effectively guaranteed was approximately $71.9 million. We have not established a liability for these guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote.

We are a party to a supply agreement with an onion processing company. We have guaranteed, under certain conditions, repayment of a loan of this supplier. At August 28, 2011, the term of the loan was 14 years, and the amount of our guarantee was $25.0 million. In the event of default on this loan by the supplier, we have the contractual right to purchase the loan from the lender, thereby giving us secured rights to the underlying collateral. Based on a recent review of the supplier’s liquidity, we believe that a deterioration in business environment may lead to a notice of default under the loan. However, based on our estimate of the value of the collateral, we have not established a liability in connection with this guarantee, as we believe the likelihood of financial exposure to us under this agreement is remote.

Federal income tax credits were generated related to our sweet potato production facility in Delhi, Louisiana. Third parties invested in certain of these income tax credits. We have guaranteed these third parties the face value of these income tax credits over their statutory lives, a period of seven years, in the event that the income tax credits are recaptured or reduced. The face value of the income tax credits was $21.2 million as of August 28, 2011. We believe the likelihood of the recapture or reduction of the income tax credits is remote, and therefore we have not established a liability in connection with this guarantee.

We are a party to a number of lawsuits and claims arising out of the operation of our business, including lawsuits and claims related to the February 2007 recall of our peanut butter products and litigation we initiated against an insurance carrier to recover our settlement expenditures and defense costs. We recognized a charge of $24.8 million during the third quarter of fiscal 2009 in connection with the disputed coverage with this insurance carrier. During the second quarter of fiscal 2010, a Delaware state court rendered a decision on certain matters in our claim for the disputed coverage favorable to the insurance carrier. We appealed this decision and, during the fourth quarter of fiscal 2011, we received a favorable opinion related to our defense costs and the claim for disputed coverage was remanded to the state court. We continue to vigorously pursue our claim for the disputed coverage. In fiscal 2011, we received formal requests from the U.S. Attorney’s office in Georgia seeking a variety of records and information related to the operations of our peanut butter manufacturing facility in Sylvester, Georgia. We believe these requests are related to the previously disclosed June 2007 execution of a search warrant at our facility following the February 2007 recall of our peanut butter products. The Company is cooperating with officials in regard to the requests.

In June 2009, an accidental explosion occurred at our manufacturing facility in Garner, North Carolina. This facility was the primary production facility for our Slim Jim^® branded meat snacks. On June 13, 2009, the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives announced its determination that the explosion was the result of an accidental natural gas release, and not a deliberate act. During the fourth quarter of fiscal 2011, we settled our property and business interruption claims related to the Garner accident with our insurance providers. During the fourth quarter of fiscal 2011, Jacobs Engineering Group Inc., our engineer and project manager at the site filed a declaratory judgment action against us seeking indemnity for personal injury claims brought against it as a result of the accident. In the first quarter of fiscal 2012, the Court granted our motion for summary judgment on the basis that the suit was filed prematurely. We will continue to defend this action vigorously. Any exposure in this case is expected to be limited to the applicable insurance deductible.

We are a party to several lawsuits concerning the use of diacetyl, a butter flavoring ingredient that was added to our microwave popcorn until late 2007. The cases are consumer personal injury suits claiming respiratory illness allegedly due to exposures to vapors from microwaving popcorn. We have received favorable outcomes in connection with these cases to date. We do not believe these cases possess merit and continue to vigorously defend them. Any exposure in these cases is expected to be limited to the applicable insurance deductible.

After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity. It is reasonably possible that a change in one of the estimates of the foregoing matters may occur in the future. Costs of legal services associated with the foregoing matters are recognized in earnings as services are provided.

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Restructuring (Details) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011 Corporate [Member] Selling, general and administrative expenses [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Corporate [Member] Selling, general and administrative expenses [Member] 2010 Plan [Member]	Aug. 28, 2011 Corporate [Member] Other, net [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Corporate [Member] Other, net [Member] 2010 Plan [Member]	Aug. 28, 2011 Corporate [Member] Severance and related costs [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Corporate [Member] Accelerated depreciation [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Corporate [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Corporate [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Selling, general and administrative expenses [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Consumer Foods [Member] Selling, general and administrative expenses [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Selling, general and administrative expenses [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Other, net [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Consumer Foods [Member] Other, net [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Other, net [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Severance and related costs [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Consumer Foods [Member] Severance and related costs [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Severance and related costs [Member] Network Optimization Plan [Member]	May 30, 2010 Consumer Foods [Member] Asset impairment charge [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Asset impairment charge [Member] Network Optimization Plan [Member]	May 30, 2010 Consumer Foods [Member] Cost of goods sold [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Cost of goods sold [Member] Network Optimization Plan [Member]	May 30, 2010 Consumer Foods [Member] Accelerated depreciation [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Accelerated depreciation [Member] Network Optimization Plan [Member]	May 30, 2010 Consumer Foods [Member] Inventory write-offs and related costs [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Inventory write-offs and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Consumer Foods [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Selling, general and administrative expenses [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Selling, general and administrative expenses [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Other, net [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Other, net [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Severance and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Asset impairment charge [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Cost of goods sold [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Inventory write-offs and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Selling, general and administrative expenses [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Selling, general and administrative expenses [Member] 2010 Plan [Member]	Aug. 28, 2011 Selling, general and administrative expenses [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Other, net [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Other, net [Member] 2010 Plan [Member]	Aug. 28, 2011 Other, net [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Severance and related costs [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Severance and related costs [Member] 2010 Plan [Member]	Aug. 28, 2011 Severance and related costs [Member] Network Optimization Plan [Member]	May 30, 2010 Asset impairment charge [Member] 2010 Plan [Member]	Aug. 28, 2011 Asset impairment charge [Member] Network Optimization Plan [Member]	May 30, 2010 Cost of goods sold [Member] 2010 Plan [Member]	Aug. 28, 2011 Cost of goods sold [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Accelerated depreciation [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Accelerated depreciation [Member] 2010 Plan [Member]	Aug. 28, 2011 Accelerated depreciation [Member] Network Optimization Plan [Member]	May 30, 2010 Inventory write-offs and related costs [Member] 2010 Plan [Member]	Aug. 28, 2011 Inventory write-offs and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Administrative Efficiency Restructuring Plan [Member]	Aug. 29, 2010 2010 Plan [Member]	May 30, 2010 2010 Plan [Member]	Aug. 28, 2011 Network Optimization Plan [Member]
Summary of expected realization of restructuring pre tax expenses
Restructuring and related cost, expected cost	$ 4.9	$ 3.6	$ 0.2	$ 3.6	$ 3.3	$ 1.4	$ 4.9	$ 3.6	$ 15.6	$ 43.4	$ 30.9	$ 10.3	$ 9.5	$ 12.3	$ 5.3	$ 17.0	$ 8.0	$ 16.9	$ 10.6	$ 19.8	$ 20.5	$ 19.1	$ 17.4	$ 0.7	$ 3.1	$ 15.6	$ 63.2	$ 51.4	$ 1.1	$ 16.6	$ 1.1	$ 2.7	$ 0.1	$ 13.8	$ 0.3	$ 0.3	$ 1.1	$ 16.9	$ 21.6	$ 47.0	$ 47.5	$ 11.6	$ 13.1	$ 15.0	$ 8.6	$ 17.0	$ 8.1	$ 16.9	$ 24.4	$ 19.8	$ 20.8	$ 1.4	$ 19.1	$ 17.4	$ 0.7	$ 3.4	$ 21.6	$ 66.8	$ 66.8	$ 68.3

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Contingencies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Aug. 28, 2011
Beatrice [Member]
Contingencies (Textuals) [Abstract]
Number of sites under environmental matters for which acquired company has a liability	37
Number of sites under environmental matters for which acquired company is making payments	34
Reserves for Beatrice environmental matters	$ 70.9
Maximum period expected for disbursements on environmental matters	19 years
Leases and other commercial obligations guarantee [Member]
Contingencies (Textuals) [Abstract]
Guarantee obligation under purchase agreement	12.9
Potato supply agreement guarantee [Member]
Contingencies (Textuals) [Abstract]
Amount of supplier loans effectively guaranteed	71.9
Onion supply agreement guarantee [Member]
Contingencies (Textuals) [Abstract]
Guarantee obligation under purchase agreement	$ 25.0
Term of loan under certain agreement, years	14 years

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Goodwill and Other Identifiable Intangible Assets

3 Months Ended

Aug. 28, 2011

Goodwill and Other Identifiable Intangible Assets [Abstract]

GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

5. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first quarter of fiscal 2012 was as follows:

	Consumer			Commercial
	Foods			Foods		Total
Balance as of May 29, 2011	$	3,479.7		$	129.7	$	3,609.4
Currency Translation		(0.5	)		0.1		(0.4	)
Balance as of August 28, 2011	$	3,479.2		$	129.8	$	3,609.0

Other identifiable intangible assets were as follows:

	August 28, 2011				May 29, 2011
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Non-amortizing intangible assets	$	828.7	$	—	$	771.2	$	—
Amortizing intangible assets		214.0		53.4		213.9		48.8
	$	1,042.7	$	53.4	$	985.1	$	48.8

Non-amortizing intangible assets are comprised of brands and trademarks.

Amortizing intangible assets, carrying a weighted average life of approximately 13 years, are principally composed of licensing arrangements, customer relationships, and intellectual property. Based on amortizing assets recognized in our condensed consolidated balance sheet as of August 28, 2011, amortization expense is estimated to average approximately $16.3 million for each of the next five years.

In the first quarter of fiscal 2012, we acquired the Marie Callender’s^® brand trademarks for $57.5 million. This intangible asset is presented in the Consumer Foods segment.

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Stockholders' Equity

3 Months Ended

Aug. 28, 2011

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

15. STOCKHOLDERS’ EQUITY

The following table presents a reconciliation of our stockholders’ equity accounts for the three months ended August 28, 2011:

	ConAgra Foods, Inc. Stockholders’ Equity
											Accumulated
					Additional						Other
	Common		Common		Paid-in			Retained			Comprehensive			Treasury			Noncontrolling			Total
	Shares		Stock		Capital			Earnings			Income (Loss)			Stock			Interests			Equity
Balance at May 29, 2011		567.9	$	2,839.7	$	899.1		$	4,853.6		$	(222.7	)	$	(3,668.2	)	$	7.0		$	4,708.5
Stock option and incentive plans						(18.3	)		(1.3	)					87.7						68.1
Currency translation adjustment												(9.9	)								(9.9	)
Unrealized loss on securities												(0.1	)								(0.1	)
Derivative adjustment, net of reclassification adjustment												(31.9	)								(31.9	)
Activities of noncontrolling interests						(0.4	)											(0.1	)		(0.5	)
Pension and postretirement healthcare benefits												6.1									6.1
Dividends declared on common stock; $0.23 per share									(95.3	)											(95.3	)
Net income attributable to ConAgra Foods, Inc.									85.3												85.3
Balance at August 28, 2011		567.9	$	2,839.7	$	880.4		$	4,842.3		$	(258.5	)	$	(3,580.5	)	$	6.9		$	4,730.3

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Stockholders' Equity (Details) (USD $) In Millions	3 Months Ended				3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010	Aug. 28, 2011 Common Stock [Member]	May 29, 2011 Common Stock [Member]	Aug. 28, 2011 Additional Paid-in Capital [Member]	Aug. 28, 2011 Retained Earnings [Member]	Aug. 28, 2011 Accumulated Other Comprehensive Income (Loss) [Member]	Aug. 28, 2011 Treasury Stock [Member]	Aug. 28, 2011 Noncontrolling Interest [Member]
Summary of Stockholders' Equity
Opening Balance	$ 4,708.5		$ 2,839.7	$ 2,839.7	$ 899.1	$ 4,853.6	$ (222.7)	$ (3,668.2)	$ 7.0
Opening balance, shares			567.9	567.9
Stock option and incentive plans	68.1				(18.3)	(1.3)		87.7
Currency translation adjustment	(9.9)						(9.9)
Unrealized loss on securities	(0.1)	(0.2)					(0.1)
Derivative adjustment, net of reclassification adjustment	(31.9)	0.1					(31.9)
Activities of noncontrolling interests	(0.5)				(0.4)				(0.1)
Pension and postretirement healthcare benefits	6.1	2.3					6.1
Dividends declared on common stock; $0.23 per share	(95.3)					(95.3)
Net income available to ConAgra Foods, Inc	85.3	146.4				85.3
Ending Balance	$ 4,730.3		$ 2,839.7	$ 2,839.7	$ 880.4	$ 4,842.3	$ (258.5)	$ (3,580.5)	$ 6.9
Ending Balance, shares			567.9	567.9

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Pension and Postretirement Benefits (Details) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Pension Benefits [Member]
Components of pension benefit and other postretirement benefit costs
Service cost	$ 17.1	$ 14.9
Interest cost	37.2	36.9
Expected return on plan assets	(44.9)	(43.3)
Amortization of prior service cost (gain)	0.8	0.8
Recognized net actuarial loss	9.6	4.1
Curtailment loss		1.3
Benefit cost - Company plans	19.8	14.7
Pension benefit cost - multi-employer plans	2.1	2.5
Total benefit cost	21.9	17.2
Pension and Postretirement Benefits (Textuals) [Abstract]
Employer contributions to pension plan and other postretirement plan	3.0
Further contribution to pension and other postretirement plan.	79.2
Postretirement Benefits [Member]
Components of pension benefit and other postretirement benefit costs
Service cost	0.2	0.1
Interest cost	3.7	4.1
Expected return on plan assets		(0.1)
Amortization of prior service cost (gain)	(2.2)	(2.4)
Recognized net actuarial loss	1.5	1.2
Benefit cost - Company plans	3.2	2.9
Total benefit cost	3.2	2.9
Pension and Postretirement Benefits (Textuals) [Abstract]
Employer contributions to pension plan and other postretirement plan	7.5
Further contribution to pension and other postretirement plan.	$ 21.0

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Summary of Significant Accounting Policies (Details) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Summary of income tax expense (benefit) on components of other comprehensive income (loss)
Net derivative adjustment	$ (18.8)
Unrealized losses on available-for-sale securities	(0.1)	(0.1)
Pension and postretirement healthcare liabilities	3.7	1.5
Other Comprehensive Income (Loss), Tax, Total	$ (15.2)	$ 1.4

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Business Segments and Related Information (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010	May 29, 2011
Business Segments and Related Information (Textuals) [Abstract]
Derivative gain to be reclassified to segment operating results in fiscal year 2012	$ 8.0
Derivative loss to be reclassified to segment operating results in fiscal year 2013	9.2
Derivative gain (loss) of previous year to be reclassified to segment operating results	$ 32.3
Percentage of consolidated net sales in consumer food segment accounted by Wal-Mart Stores, Inc. and its affiliates	18.00%	19.00%
Percentage of consolidated net receivables in commercial foods accounted by Wal-Mart Stores, Inc. and its affiliates	15.00%		15.00%
Number of reportable segment	2

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Derivative Financial Instruments (Tables)

3 Months Ended

Aug. 28, 2011

Derivative Financial Instruments [Abstract]

Derivative assets and liabilities and amounts representing a right to reclaim cash collateral were reflected in balance sheets

	August 28,		May 29,
	2011		2011
Prepaid expenses and other current assets	$	77.0	$	71.5
Other accrued liabilities		121.5		92.2

Schedule of derivative instruments in statement of financial position, gross, fair value

	Derivative Assets			Derivative Liabilities
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Interest rate contracts	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	62.5
Total derivatives designated as hedging instruments		$	—		$	62.5
Commodity contracts	Prepaid expenses and other current assets	$	79.3	Other accrued liabilities	$	60.8
Foreign exchange contracts	Prepaid expenses and other current assets		2.4	Other accrued liabilities		25.3
Other	Prepaid expenses and other current assets		1.7	Other accrued liabilities		0.2
Total derivatives not designated as hedging instruments		$	83.4		$	86.3
Total derivatives		$	83.4		$	148.8

	Derivative Assets			Derivative Liabilities
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Interest rate contracts	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	11.8
Total derivatives designated as hedging instruments		$	—		$	11.8
Commodity contracts	Prepaid expenses and other current assets	$	85.4	Other accrued liabilities	$	84.4
Foreign exchange contracts	Prepaid expenses and other current assets		1.0	Other accrued liabilities		19.2
Other	Prepaid expenses and other current assets		0.7	Other accrued liabilities		0.2
Total derivatives not designated as hedging instruments		$	87.1		$	103.8
Total derivatives		$	87.1		$	115.6

Location and amount of gains and losses from derivatives reported in condensed consolidated statements of earnings

	Location in
	Condensed Consolidated
	Statement
	of Earnings of Gain	Amount of Gain (Loss) Recognized on Derivatives in Condensed
Derivatives Not Designated as Hedging	(Loss) Recognized	Consolidated Statement of Earnings for the Thirteen Weeks Ended
Instruments	on Derivatives	August 28, 2011			August 29, 2010
Commodity contracts	Cost of goods sold	$	42.5		$	(25.7	)
Foreign exchange contracts	Cost of goods sold		(7.0	)		(9.7	)
Foreign exchange contracts	Selling, general and administrative expenses		0.3			(0.3	)
Total gain (loss) from derivative instruments not designated as hedging instruments		$	35.8		$	(35.7	)

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Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $) In Millions, except Share data	Aug. 28, 2011	May 29, 2011
Current assets
Allowance for doubtful accounts	$ 7.7	$ 7.8
Common stockholders' equity
Common stock, par value	$ 5	$ 5
Common stock, authorized	1,200,000,000	1,200,000,000
Common stock, issued	567,907,172	567,907,172
Treasury stock, common shares	153,586,405	157,412,899

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Fair Value Measurements

3 Months Ended

Aug. 28, 2011

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

16. FAIR VALUE MEASUREMENTS

FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities,

Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and

Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of August 28, 2011:

	Level 1		Level 2		Level 3		Total
Assets:
Derivative assets	$	17.2	$	59.8	$	—	$	77.0
Available-for-sale securities		1.5		—		—		1.5
Deferred compensation assets		7.1		—		—		7.1
Total assets	$	25.8	$	59.8	$	—	$	85.6
Liabilities:
Derivative liabilities	$	—	$	121.5	$	—	$	121.5
Deferred compensation liabilities		28.0		—		—		28.0
Total liabilities	$	28.0	$	121.5	$	—	$	149.5

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 29, 2011:

	Level 1		Level 2		Level 3		Total
Assets:
Derivative assets	$	16.3	$	55.2	$	—	$	71.5
Available-for-sale securities		1.7		—		—		1.7
Deferred compensation assets		7.4		—		—		7.4
Total assets	$	25.4	$	55.2	$	—	$	80.6
Liabilities:
Derivative liabilities	$	—	$	92.2	$	—	$	92.2
Deferred compensation liabilities		29.1		—		—		29.1
Total liabilities	$	29.1	$	92.2	$	—	$	121.3

Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and cost and equity investments are measured at fair value on a nonrecurring basis. There were no significant fair value measurement losses recognized for such assets and liabilities in the periods reported.

The carrying amount of long-term debt (including current installments) was $3.2 billion as of August 28, 2011 and May 29, 2011. Based on current market rates provided primarily by outside investment bankers, the fair value of this debt at August 28, 2011 and May 29, 2011 was estimated at $3.7 billion and $3.6 billion, respectively.

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Variable Interest Entities (Details) (USD $) In Millions	Aug. 28, 2011	May 29, 2011	Aug. 29, 2010	May 30, 2010
Variable Interest Entities Reflected on condensed consolidated Balance Sheets
Cash and cash equivalents	$ 1,095.2	$ 972.4	$ 840.9	$ 953.2
Receivables, less allowance for doubtful accounts	922.0	849.4
Inventories	1,815.3	1,803.4
Prepaid expenses and other current assets	261.1	274.1
Property, plant and equipment, net	2,638.0	2,670.1
Goodwill	3,609.0	3,609.4
Brands, trademarks and other intangibles, net	989.3	936.3
Total assets	11,610.7	11,408.7
Current installments of long-term debt	376.8	363.5
Accounts payable	1,165.5	1,083.7
Accrued payroll	125.7	124.1
Other accrued liabilities	666.2	554.3
Senior long-term debt, excluding current installments	2,659.8	2,674.4
Other noncurrent liabilities (minority interest)	1,690.5	1,704.3
Total liabilities	6,880.4	6,700.2
Variable Interest Entities [Member]
Variable Interest Entities Reflected on condensed consolidated Balance Sheets
Cash and cash equivalents	13.6	5.3
Receivables, less allowance for doubtful accounts	13.5	18.9
Inventories	1.6	1.5
Prepaid expenses and other current assets	0	0.3
Property, plant and equipment, net	90.6	91.8
Goodwill	18.8	18.8
Brands, trademarks and other intangibles, net	8.9	9.0
Total assets	147.0	145.6
Current installments of long-term debt	27.8	13.4
Accounts payable	14.4	13.1
Accrued payroll	0.6	0.4
Other accrued liabilities	1.0	0.7
Senior long-term debt, excluding current installments	14.8	30.1
Other noncurrent liabilities (minority interest)	26.7	26.7
Total liabilities	$ 85.3	$ 84.4

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Aug. 28, 2011

Summary of Significant Accounting Policies [Abstract]

Basis of Consolidation

Basis of Consolidation — The condensed consolidated financial statements include the accounts of ConAgra Foods, Inc. and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we have been determined to be the primary beneficiary are included in our condensed consolidated financial statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated.

Comprehensive Income

Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments, and changes in prior service cost and net actuarial gains (losses) from pension and postretirement health care plans. We generally deem our foreign investments to be essentially permanent in nature and we do not provide for taxes on currency translation adjustments arising from converting the investment denominated in a foreign currency to U.S. dollars. When we determine that a foreign investment, as well as undistributed earnings, are no longer permanent in nature, estimated taxes are provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments. We reclassified $0.1 million of foreign currency translation net losses to net income due to the disposal or substantial liquidation of foreign subsidiaries in the first quarter of fiscal 2011.

Reclassifications

Reclassifications — Certain prior year amounts have been reclassified to conform with current year presentation.

Use of Estimates

Use of Estimates — Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the condensed consolidated financial statements. Actual results could differ from these estimates.

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Fair Value Measurements (Details Textual) (USD $)	Aug. 28, 2011	May 29, 2011
Fair value measurements (Textuals) [Abstract]
Carrying amount of long-term debt	$ 3,200,000,000	$ 3,200,000,000
Long-term debt at fair value	$ 3,700,000,000	$ 3,600,000,000

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Summary of Significant Accounting Policies

3 Months Ended

Aug. 28, 2011

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the ConAgra Foods, Inc. (the “Company,” “we,” “us,” or “our”) annual report on Form 10-K for the fiscal year ended May 29, 2011.

The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

Basis of Consolidation — The condensed consolidated financial statements include the accounts of ConAgra Foods, Inc. and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we have been determined to be the primary beneficiary are included in our condensed consolidated financial statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated.

Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments, and changes in prior service cost and net actuarial gains (losses) from pension and postretirement health care plans. We generally deem our foreign investments to be essentially permanent in nature and we do not provide for taxes on currency translation adjustments arising from converting the investment denominated in a foreign currency to U.S. dollars. When we determine that a foreign investment, as well as undistributed earnings, are no longer permanent in nature, estimated taxes are provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments. We reclassified $0.1 million of foreign currency translation net losses to net income due to the disposal or substantial liquidation of foreign subsidiaries in the first quarter of fiscal 2011.

The following details the income tax expense (benefit) on components of other comprehensive income:

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Net derivative adjustment	$	(18.8	)	$	—
Unrealized losses on available-for-sale securities		(0.1	)		(0.1	)
Pension and postretirement healthcare liabilities		3.7			1.5
	$	(15.2	)	$	1.4

Reclassifications — Certain prior year amounts have been reclassified to conform with current year presentation.

Use of Estimates — Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the condensed consolidated financial statements. Actual results could differ from these estimates.

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Restructuring

3 Months Ended

Aug. 28, 2011

Restructuring [Abstract]

RESTRUCTURING

10. RESTRUCTURING

Administrative Efficiency Restructuring Plan

In August 2011, we made a decision to reorganize our Consumer Foods sales function and certain other administrative functions within our Commercial Foods and Corporate reporting segments. These actions, collectively referred to as the Administrative Efficiency Restructuring Plan (the “Administrative Efficiency Plan”), are intended to improve the efficiency and effectiveness of the affected sales and administrative functions. In connection with the Administrative Efficiency Plan, we expect to incur approximately $21.6 million of charges, primarily for severance and costs of employee relocation. In the first quarter of fiscal 2012, we recognized charges of approximately $11.3 million in relation to the Administrative Efficiency Plan.

We anticipate that we will recognize the following pre-tax expenses associated with the Administrative Efficiency Plan in the fiscal 2012 to 2013 timeframe (amounts include charges recognized in the first quarter of fiscal 2012):

	Consumer		Commercial
	Foods		Foods		Corporate		Total
Accelerated depreciation	$	—	$	—	$	1.4	$	1.4
Severance and related costs		5.3		—		3.3		8.6
Other, net		10.3		1.1		0.2		11.6
Total selling, general and administrative expenses		15.6		1.1		4.9		21.6
Consolidated total	$	15.6	$	1.1	$	4.9	$	21.6

Included in the above estimates are $20.2 million of charges that have resulted or will result in cash outflows and $1.4 million of non-cash charges.

During the first quarter of fiscal 2012, we recognized the following pre-tax charges in our condensed consolidated statement of earnings for the Administrative Efficiency Plan:

	Consumer		Commercial
	Foods		Foods		Corporate		Total
Accelerated depreciation	$	—	$	—	$	0.4	$	0.4
Severance and related costs		5.3		—		3.0		8.3
Other, net		2.2		0.4		—		2.6
Total selling, general and administrative expenses		7.5		0.4		3.4		11.3
Consolidated total	$	7.5	$	0.4	$	3.4	$	11.3

Liabilities recorded for the various initiatives and changes therein for the first quarter of fiscal 2012 under the Administrative Efficiency Plan were as follows:

	Balance at		Costs Incurred							Balance at
	May 29,		and Charged		Costs Paid			Changes in		August 28,
	2011		to Expense		or Otherwise Settled			Estimates		2011
Severance and related costs	$	—	$	8.3	$	(0.1	)	$	—	$	8.2
Plan implementation costs		—		2.6		(0.2	)		—		2.4
Total	$	—	$	10.9	$	(0.3	)	$	—	$	10.6

Network Optimization Plan

During the third quarter of fiscal 2011, our Board of Directors approved a plan recommended by executive management designed to optimize our manufacturing and distribution networks. We refer to this plan as the “Network Optimization Plan”. The Network Optimization Plan consists of projects that involve, among other things, the exit of certain manufacturing facilities, the disposal of underutilized manufacturing assets, and actions designed to optimize our distribution network. The Network Optimization Plan is expected to be implemented by the end of fiscal 2013 and is intended to improve the efficiency of our manufacturing operations and reduce costs.

In connection with the Network Optimization Plan, we expect to incur pre-tax cash and non-cash charges for asset impairments, accelerated depreciation, severance, relocation, and site closure costs of $68.3 million. We have recognized, and/or expect to recognize, expenses associated with the Network Optimization Plan, including but not limited to, impairments of property, plant and equipment, accelerated depreciation, severance and related costs, and plan implementation costs (e.g., consulting, employee relocation, etc.). We anticipate that we will recognize the following pre-tax expenses associated with the Network Optimization Plan in the fiscal 2011 to fiscal 2013 timeframe (amounts include charges recognized in fiscal 2011 and in the first quarter of fiscal 2012):

	Consumer		Commercial
	Foods		Foods		Total
Accelerated depreciation	$	17.4	$	—	$	17.4
Inventory write-offs and related costs		3.1		0.3		3.4
Total cost of goods sold		20.5		0.3		20.8
Asset impairment		10.6		13.8		24.4
Severance and related costs		8.0		0.1		8.1
Other, net		12.3		2.7		15.0
Total selling, general and administrative expenses		30.9		16.6		47.5
Consolidated total	$	51.4	$	16.9	$	68.3

Included in the above estimates are $25.4 million of charges that have resulted or will result in cash outflows and $42.9 million of non-cash charges.

During the first quarter of fiscal 2012, we recognized the following pre-tax charges in our condensed consolidated statement of earnings for the Network Optimization Plan:

	Consumer		Commercial
	Foods		Foods		Total
Accelerated depreciation	$	2.7	$	—	$	2.7
Inventory write-offs and related costs		0.4		—		0.4
Total cost of goods sold		3.1		—		3.1
Asset impairment		2.1		3.4		5.5
Severance and related costs		0.6		—		0.6
Other, net		1.2		0.4		1.6
Total selling, general and administrative expenses		3.9		3.8		7.7
Consolidated total	$	7.0	$	3.8	$	10.8

We recognized the following cumulative (plan inception to August 28, 2011) pre-tax charges related to the Network Optimization Plan in our condensed consolidated statement of earnings:

	Consumer		Commercial
	Foods		Foods		Total
Accelerated depreciation	$	7.8	$	—	$	7.8
Inventory write-offs and related costs		0.6		0.3		0.9
Total cost of goods sold		8.4		0.3		8.7
Asset impairment		10.6		13.8		24.4
Severance and related costs		5.7		0.1		5.8
Other, net		1.9		0.4		2.3
Total selling, general and administrative expenses		18.2		14.3		32.5
Consolidated total	$	26.6	$	14.6	$	41.2

Liabilities recorded for the various initiatives and changes therein for the first quarter of fiscal 2012 under the Network Optimization Plan were as follows:

	Balance at		Costs Incurred							Balance at
	May 29,		and Charged		Costs Paid			Changes in		August 28,
	2011		to Expense		or Otherwise Settled			Estimates		2011
Severance and related costs	$	4.8	$	0.7	$	(0.3	)	$	—	$	5.2
Plan implementation costs		—		1.6		(1.5	)		—		0.1
Total	$	4.8	$	2.3	$	(1.8	)	$	—	$	5.3

2010 Restructuring Plan

During the fourth quarter of fiscal 2010, our Board of Directors approved a plan recommended by executive management related to the long-term production of our meat snack products. The plan provides for the closure of our meat snacks production facility in Garner, North Carolina, and the movement of production to our existing facility in Troy, Ohio. Since the Garner accident, the Troy facility has been producing a portion of our meat snack products. By the end of fiscal 2011, the plan was substantially implemented.

Also in the fourth quarter of fiscal 2010, we made a decision to consolidate certain administrative functions from Edina, Minnesota, to Naperville, Illinois. We completed the transition of these functions in fiscal 2011. This plan, together with the plan to move production of our meat snacks from Garner, North Carolina to Troy, Ohio, is collectively referred to as the 2010 restructuring plan (“2010 plan”).

In connection with the 2010 plan, we expect to incur pre-tax cash and non-cash charges for asset impairments, accelerated depreciation, severance, relocation, and site closure costs of $66.8 million, of which $25.7 million was recognized in fiscal 2011 and $39.2 million was recognized in fiscal 2010. We have recognized expenses associated with the 2010 plan, including but not limited to, impairments of property, plant and equipment, accelerated depreciation, severance and related costs, and plan implementation costs (e.g., consulting, employee relocation, etc.). We anticipate that we will recognize the following pre-tax expenses associated with the 2010 plan in the fiscal 2010 to 2012 timeframe (amounts include charges recognized in fiscal 2010, 2011, and the first quarter of fiscal 2012):

	Consumer
	Foods		Corporate		Total
Accelerated depreciation	$	19.1	$	—	$	19.1
Inventory write-offs and related costs		0.7		—		0.7
Total cost of goods sold		19.8		—		19.8
Asset impairment		16.9		—		16.9
Severance and related costs		17.0		—		17.0
Other, net		9.5		3.6		13.1
Total selling, general and administrative expenses		43.4		3.6		47.0
Consolidated total	$	63.2	$	3.6	$	66.8

Included in the above estimates are $28.2 million of charges which have resulted or will result in cash outflows and $38.6 million of non-cash charges.

During the first quarter of fiscal 2012, we recognized $1.5 million of pre-tax charges in our condensed consolidated statement of earnings for the 2010 plan.

We recognized the following cumulative (plan inception to August 28, 2011) pre-tax charges related to the 2010 plan in our consolidated statement of earnings:

	Consumer
	Foods		Corporate		Total
Accelerated depreciation	$	19.1	$	—	$	19.1
Inventory write-offs and related costs		0.7		—		0.7
Total cost of goods sold		19.8		—		19.8
Asset impairment		16.8		—		16.8
Severance and related costs		17.0		—		17.0
Other, net		9.2		3.6		12.8
Total selling, general and administrative expenses		43.0		3.6		46.6
Consolidated total	$	62.8	$	3.6	$	66.4

Liabilities recorded for the various initiatives and changes therein for the first quarter of fiscal 2012 under the 2010 plan were as follows:

	Balance at		Costs Incurred								Balance at
	May 29,		and Charged		Costs Paid			Changes in			August 28,
	2011		to Expense		or Otherwise Settled			Estimates			2011
Severance and related costs	$	5.2	$	0.2	$	(3.7	)	$	(0.5	)	$	1.2
Plan implementation costs		1.0		1.0		(1.9	)		—			0.1
Other costs		2.7		—		(2.7	)		—			—
Total	$	8.9	$	1.2	$	(8.3	)	$	(0.5	)	$	1.3

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Inventories (Details) (USD $) In Millions	Aug. 28, 2011	May 29, 2011
Inventories [Abstract]
Raw materials and packaging	$ 575.8	$ 639.5
Work in process	106.8	83.1
Finished goods	1,047.1	992.9
Supplies and other	85.6	87.9
Total	$ 1,815.3	$ 1,803.4

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Restructuring (Details Textual) (USD $) In Millions	3 Months Ended								12 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Aug. 28, 2011 Consumer Foods [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Consumer Foods [Member] Asset impairment charge [Member] 2010 Plan [Member]	May 30, 2010 Consumer Foods [Member] 2010 Plan [Member]	May 30, 2010 Asset impairment charge [Member] 2010 Plan [Member]	Aug. 28, 2011 2010 Plan [Member]	Aug. 29, 2010 2010 Plan [Member]	May 30, 2010 2010 Plan [Member]	May 29, 2011 2010 Plan [Member]	May 30, 2010 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Asset impairment charge [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Asset impairment charge [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Asset impairment charge [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Asset impairment charge [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Network Optimization Plan [Member]	Aug. 28, 2011 Network Optimization Plan [Member]
Restructuring (Textuals) [Abstract]
Restructuring and related cost, expected cost	$ 15.6	$ 21.6	$ 16.9	$ 63.2	$ 16.9		$ 66.8	$ 66.8			$ 10.6		$ 51.4		$ 24.4		$ 68.3
Restructuring and Related Cost, Incurred Cost	7.5	11.3	16.8	62.8	16.8			66.4			2.1	10.6	7.0	26.6	5.5	24.4	10.8	41.2
Charges which have resulted or will result in cash outflows		20.2					28.2										25.4
Non-cash charges		1.4					38.6										42.9
Costs incurred related to restructuring plan									25.7	39.2
Restructuring and related pre tax charges						$ 1.5

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Business Segments and Related Information (Details) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Net sales
Net sales	$ 3,072.0	$ 2,804.3
Operating profit
Operating profit	293.7	320.8
Equity method investment earnings
Equity method investment earnings	6.2	6.2
Operating profit plus equity method investment earnings
Operating profit plus equity method investment earnings	299.9	327.0
General corporate expenses	117.9	79.5
Interest expense, net	52.9	37.3
Income tax expense	43.6	66.9
Income from continuing operations	85.5	143.3
Less: Net income (loss) attributable to noncontrolling interests	0.3	(0.1)
Income from continuing operations attributable to ConAgra Foods, Inc.	85.2	143.4
Allocation of net derivative gains (losses) from economic hedges of forecasted commodity consumption and foreign currency risk
Net derivative losses incurred	(12.3)	(7.9)
Net Derivative gains (losses) Allocated To Reporting Segments	21.2	(2.1)
Net derivative losses recognized in general corporate expenses	(33.5)	(5.8)
Consumer Foods [Member]
Net sales
Net sales	1,891.7	1,811.5
Operating profit
Operating profit	196.2	207.7
Equity method investment earnings
Equity method investment earnings	1.0	1.1
Operating profit plus equity method investment earnings
Operating profit plus equity method investment earnings	197.2	208.8
Allocation of net derivative gains (losses) from economic hedges of forecasted commodity consumption and foreign currency risk
Net Derivative gains (losses) Allocated To Reporting Segments	18.3	(1.9)
Commercial Foods [Member]
Net sales
Net sales	1,180.3	992.8
Operating profit
Operating profit	97.5	113.1
Equity method investment earnings
Equity method investment earnings	5.2	5.1
Operating profit plus equity method investment earnings
Operating profit plus equity method investment earnings	102.7	118.2
Allocation of net derivative gains (losses) from economic hedges of forecasted commodity consumption and foreign currency risk
Net Derivative gains (losses) Allocated To Reporting Segments	$ 2.9	$ (0.2)

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Pension and Postretirement Benefits (Tables)

3 Months Ended

Aug. 28, 2011

Pension and Postretirement Benefits [Abstract]

Components of pension benefit and other postretirement benefit costs

	Pension Benefits						Postretirement Benefits
	Thirteen weeks ended						Thirteen weeks ended
	August 28,			August 29,			August 28,			August 29,
	2011			2010			2011			2010
Service cost	$	17.1		$	14.9		$	0.2		$	0.1
Interest cost		37.2			36.9			3.7			4.1
Expected return on plan assets		(44.9	)		(43.3	)		—			(0.1	)
Amortization of prior service cost (gain)		0.8			0.8			(2.2	)		(2.4	)
Recognized net actuarial loss		9.6			4.1			1.5			1.2
Curtailment loss		—			1.3			—			—
Benefit cost — Company plans		19.8			14.7			3.2			2.9
Pension benefit cost — multi-employer plans		2.1			2.5			—			—
Total benefit cost	$	21.9		$	17.2		$	3.2		$	2.9

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Long-Term Debt

3 Months Ended

Aug. 28, 2011

Long-Term Debt [Abstract]

LONG-TERM DEBT

14. LONG-TERM DEBT

On September 15, 2011, subsequent to the end of the first quarter of fiscal 2012, we repaid the entire principal balance of $342.7 million of our 6.75% senior notes, due on that date.

We consolidate the financial statements of Lamb Weston BSW. In the first quarter of fiscal 2011, we repaid $35.4 million of bank borrowings by our Lamb Weston BSW potato processing venture.

Net interest expense consists of:

	Thirteen weeks ended
	August 28,			August 29,
	2011			2010
Long-term debt	$	56.1		$	60.3
Short-term debt		0.1			0.1
Interest income		(1.3	)		(19.4	)
Interest capitalized		(2.0	)		(3.7	)
	$	52.9		$	37.3

Included in net interest expense was $18.5 million of interest income in the first quarter of fiscal 2011, from the payment-in-kind notes received in connection with the disposition of the trading and merchandising business in June 2008.

Our net interest expense for the first quarter of fiscal 2012 and 2011 was reduced by $3.1 million and $4.4 million, respectively, due to the impact of interest rate swap contracts entered into in the fourth quarter of fiscal 2010. The interest rate swaps effectively changed our interest rates on the senior long-term debt instruments maturing in fiscal 2012 and 2014 from fixed to variable. During the second quarter of fiscal 2011, we terminated the interest rate swap contracts and received proceeds of $31.5 million. The cumulative adjustment to the fair value of the debt instruments being hedged (the effective portion of the hedge) is being amortized as a reduction of interest expense over the remaining lives of the debt instruments (through fiscal 2014).

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Condensed Consolidated Statements of Earnings (unaudited) (USD $) In Millions, except Per Share data	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Condensed Consolidated Statements of Earnings [Abstract]
Net sales	$ 3,072.0	$ 2,804.3
Costs and expenses:
Cost of goods sold	2,473.3	2,153.0
Selling, general and administrative expenses	422.9	410.0
Interest expense, net	52.9	37.3
Income from continuing operations before income taxes and equity method investment earnings	122.9	204.0
Income tax expense	43.6	66.9
Equity method investment earnings	6.2	6.2
Income from continuing operations	85.5	143.3
Income from discontinued operations, net of tax	0.1	3.0
Net income	85.6	146.3
Less: Net income (loss) attributable to noncontrolling interests	0.3	(0.1)
Net income attributable to ConAgra Foods, Inc.	$ 85.3	$ 146.4
Earnings per share - basic
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders	$ 0.21	$ 0.32
Income from discontinued operations attributable to ConAgra Foods, Inc. common stockholders		$ 0.01
Net income attributable to ConAgra Foods, Inc. common stockholders	$ 0.21	$ 0.33
Earnings per share - diluted
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders	$ 0.20	$ 0.32
Income from discontinued operations attributable to ConAgra Foods, Inc. common stockholders		$ 0.01
Net income attributable to ConAgra Foods, Inc. common stockholders	$ 0.20	$ 0.33
Cash dividends declared per common share	$ 0.23	$ 0.20

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Stockholders' Equity (Tables)

3 Months Ended

Aug. 28, 2011

Stockholders' Equity Note [Abstract]

Reconciliation of stockholders' equity

	ConAgra Foods, Inc. Stockholders’ Equity
											Accumulated
					Additional						Other
	Common		Common		Paid-in			Retained			Comprehensive			Treasury			Noncontrolling			Total
	Shares		Stock		Capital			Earnings			Income (Loss)			Stock			Interests			Equity
Balance at May 29, 2011		567.9	$	2,839.7	$	899.1		$	4,853.6		$	(222.7	)	$	(3,668.2	)	$	7.0		$	4,708.5
Stock option and incentive plans						(18.3	)		(1.3	)					87.7						68.1
Currency translation adjustment												(9.9	)								(9.9	)
Unrealized loss on securities												(0.1	)								(0.1	)
Derivative adjustment, net of reclassification adjustment												(31.9	)								(31.9	)
Activities of noncontrolling interests						(0.4	)											(0.1	)		(0.5	)
Pension and postretirement healthcare benefits												6.1									6.1
Dividends declared on common stock; $0.23 per share									(95.3	)											(95.3	)
Net income attributable to ConAgra Foods, Inc.									85.3												85.3
Balance at August 28, 2011		567.9	$	2,839.7	$	880.4		$	4,842.3		$	(258.5	)	$	(3,580.5	)	$	6.9		$	4,730.3

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Derivative Financial Instruments (Details 1) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Location and amount of gains and losses from derivatives reported in condensed consolidated statements of earnings:
Total gain (loss) from derivative instruments not designated as hedging instruments	$ 35.8	$ (35.7)
Commodity Contracts [Member] | Cost of goods sold [Member]
Location and amount of gains and losses from derivatives reported in condensed consolidated statements of earnings:
Total gain (loss) from derivative instruments not designated as hedging instruments	42.5	(25.7)
Foreign Exchange Contracts [Member] | Cost of goods sold [Member]
Location and amount of gains and losses from derivatives reported in condensed consolidated statements of earnings:
Total gain (loss) from derivative instruments not designated as hedging instruments	(7.0)	(9.7)
Foreign Exchange Contracts [Member] | Selling, general and administrative expenses [Member]
Location and amount of gains and losses from derivatives reported in condensed consolidated statements of earnings:
Total gain (loss) from derivative instruments not designated as hedging instruments	$ 0.3	$ (0.3)

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Restructuring (Details 1) (USD $) In Millions	3 Months Ended			6 Months Ended	3 Months Ended			6 Months Ended	3 Months Ended			6 Months Ended	3 Months Ended		6 Months Ended	3 Months Ended		6 Months Ended	3 Months Ended		6 Months Ended	3 Months Ended		6 Months Ended	3 Months Ended			6 Months Ended	3 Months Ended									6 Months Ended	3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended		3 Months Ended		6 Months Ended	3 Months Ended			6 Months Ended	3 Months Ended			6 Months Ended	3 Months Ended			6 Months Ended	3 Months Ended		6 Months Ended	3 Months Ended		6 Months Ended	3 Months Ended			6 Months Ended	3 Months Ended		6 Months Ended	3 Months Ended			6 Months Ended
	Aug. 28, 2011 Consumer Foods [Member] Selling, general and administrative expenses [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Consumer Foods [Member] Selling, general and administrative expenses [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Selling, general and administrative expenses [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Selling, general and administrative expenses [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Other, net [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Consumer Foods [Member] Other, net [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Other, net [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Other, net [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Severance and related costs [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Consumer Foods [Member] Severance and related costs [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Severance and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Severance and related costs [Member] Network Optimization Plan [Member]	May 30, 2010 Consumer Foods [Member] Asset impairment charge [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Asset impairment charge [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Asset impairment charge [Member] Network Optimization Plan [Member]	May 30, 2010 Consumer Foods [Member] Cost of goods sold [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Cost of goods sold [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Cost of goods sold [Member] Network Optimization Plan [Member]	May 30, 2010 Consumer Foods [Member] Accelerated depreciation [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Accelerated depreciation [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Accelerated depreciation [Member] Network Optimization Plan [Member]	May 30, 2010 Consumer Foods [Member] Inventory write-offs and related costs [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Inventory write-offs and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Inventory write-offs and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Consumer Foods [Member] 2010 Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Consumer Foods [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Corporate [Member] Selling, general and administrative expenses [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Corporate [Member] Selling, general and administrative expenses [Member] 2010 Plan [Member]	May 30, 2010 Corporate [Member] Other, net [Member] 2010 Plan [Member]	Aug. 28, 2011 Corporate [Member] Severance and related costs [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Corporate [Member] Accelerated depreciation [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Corporate [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Corporate [Member] 2010 Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Selling, general and administrative expenses [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Selling, general and administrative expenses [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Selling, general and administrative expenses [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Other, net [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Other, net [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Other, net [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Severance and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Asset impairment charge [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Asset impairment charge [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Cost of goods sold [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Cost of goods sold [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Inventory write-offs and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Administrative Efficiency Restructuring Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Commercial Foods [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Selling, general and administrative expenses [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Selling, general and administrative expenses [Member] 2010 Plan [Member]	Aug. 28, 2011 Selling, general and administrative expenses [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Selling, general and administrative expenses [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Other, net [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Other, net [Member] 2010 Plan [Member]	Aug. 28, 2011 Other, net [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Other, net [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Severance and related costs [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Severance and related costs [Member] 2010 Plan [Member]	Aug. 28, 2011 Severance and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Severance and related costs [Member] Network Optimization Plan [Member]	May 30, 2010 Asset impairment charge [Member] 2010 Plan [Member]	Aug. 28, 2011 Asset impairment charge [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Asset impairment charge [Member] Network Optimization Plan [Member]	May 30, 2010 Cost of goods sold [Member] 2010 Plan [Member]	Aug. 28, 2011 Cost of goods sold [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Cost of goods sold [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Accelerated depreciation [Member] Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 Accelerated depreciation [Member] 2010 Plan [Member]	Aug. 28, 2011 Accelerated depreciation [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Accelerated depreciation [Member] Network Optimization Plan [Member]	May 30, 2010 Inventory write-offs and related costs [Member] 2010 Plan [Member]	Aug. 28, 2011 Inventory write-offs and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Inventory write-offs and related costs [Member] Network Optimization Plan [Member]	Aug. 28, 2011 Administrative Efficiency Restructuring Plan [Member]	May 30, 2010 2010 Plan [Member]	Aug. 28, 2011 Network Optimization Plan [Member]	Aug. 28, 2011 Network Optimization Plan [Member]
Summary of incurred restructuring pre tax expenses
Restructuring and Related Cost, Incurred Cost	$ 7.5	$ 43.0	$ 3.9	$ 18.2	$ 2.2	$ 9.2	$ 1.2	$ 1.9	$ 5.3	$ 17.0	$ 0.6	$ 5.7	$ 16.8	$ 2.1	$ 10.6	$ 19.8	$ 3.1	$ 8.4	$ 19.1	$ 2.7	$ 7.8	$ 0.7	$ 0.4	$ 0.6	$ 7.5	$ 62.8	$ 7.0	$ 26.6	$ 3.4	$ 3.6	$ 3.6	$ 3.0	$ 0.4	$ 3.4	$ 3.6	$ 0.4	$ 3.8	$ 14.3	$ 0.4	$ 0.4	$ 0.4	$ 0.1	$ 3.4	$ 13.8	$ 0	$ 0.3	$ 0.3	$ 0.4	$ 3.8	$ 14.6	$ 11.3	$ 46.6	$ 7.7	$ 32.5	$ 2.6	$ 12.8	$ 1.6	$ 2.3	$ 8.3	$ 17.0	$ 0.6	$ 5.8	$ 16.8	$ 5.5	$ 24.4	$ 19.8	$ 3.1	$ 8.7	$ 0.4	$ 19.1	$ 2.7	$ 7.8	$ 0.7	$ 0.4	$ 0.9	$ 11.3	$ 66.4	$ 10.8	$ 41.2

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Fair Value Measurements (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Millions	Aug. 28, 2011	May 29, 2011
Assets:
Derivative assets	$ 77.0	$ 71.5
Available-for-sale securities	1.5	1.7
Deferred compensation assets	7.1	7.4
Total assets	85.6	80.6
Liabilities:
Derivative liabilities	121.5	92.2
Deferred compensation liabilities	28.0	29.1
Total liabilities	149.5	121.3
Level 1 [Member]
Assets:
Derivative assets	17.2	16.3
Available-for-sale securities	1.5	1.7
Deferred compensation assets	7.1	7.4
Total assets	25.8	25.4
Liabilities:
Derivative liabilities	0	0
Deferred compensation liabilities	28.0	29.1
Total liabilities	28.0	29.1
Level 2 [Member]
Assets:
Derivative assets	59.8	55.2
Available-for-sale securities	0	0
Deferred compensation assets	0	0
Total assets	59.8	55.2
Liabilities:
Derivative liabilities	121.5	92.2
Deferred compensation liabilities	0	0
Total liabilities	121.5	92.2
Level 3 [Member]
Assets:
Derivative assets	0	0
Available-for-sale securities	0	0
Deferred compensation assets	0	0
Total assets	0	0
Liabilities:
Derivative liabilities	0	0
Deferred compensation liabilities	0	0
Total liabilities	$ 0	$ 0

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Variable Interest Entities (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010	Aug. 28, 2011 Lamb Weston BSW [Member]	Aug. 28, 2011 Lamb Weston RDO [Member]	May 29, 2011 Lamb Weston RDO [Member]	Aug. 28, 2011 Variable Interest Entities [Member]
Variable Interest Entities (Textuals) [Abstract]
Acquisition of equity interest in Lamb Weston			49.99%	50.00%
Price at which Ochoa has the right to put its equity interest	$ 31.3
Variable interest entity lending under line of credit			15.0
Repayment of debt	2.5	38.4	35.4
Balance of promissory note due from joint venture			36.1
Promissory note interest rate schedule			LIBOR plus 200 basis points with a floor of 3.25%
Guaranteed residual value of leased asset						38.4
Investment in Lamb Weston, maximum exposure				13.0	13.6
Owners' equity in capital structure of variable interest entity				25.9
Term borrowings from banks in capital structure of Lamb Weston, RDO				$ 43.5
Additional Variable Interest Entities (Textuals) [Abstract]
Borrowings under line of credit, rate	LIBOR plus 200 basis points with a floor of 3.25%

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Goodwill and Other Identifiable Intangible Assets (Details) (USD $) In Millions	3 Months Ended
	Aug. 28, 2011	May 29, 2011
Change in the carrying amount of goodwill
Goodwill, Beginning Balance	$ 3,609.4
Currency Translation	(0.4)
Goodwill, Ending Balance	3,609.0
Other identifiable intangible assets
Non-amortizing intangible assets, gross carrying amount	828.7	771.2
Non-amortizing intangible assets, accumulated amortization	0	0
Amortizing intangible assets, gross carrying amount	214.0	213.9
Amortizing intangible assets, accumulated amortization	53.4	48.8
Intangible assets, gross carrying amount	1,042.7	985.1
Consumer Foods [Member]
Change in the carrying amount of goodwill
Goodwill, Beginning Balance	3,479.7
Currency Translation	(0.5)
Goodwill, Ending Balance	3,479.2
Commercial Foods [Member]
Change in the carrying amount of goodwill
Goodwill, Beginning Balance	129.7
Currency Translation	0.1
Goodwill, Ending Balance	$ 129.8

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Earnings Per Share (Details Textual) In Millions	3 Months Ended
	Aug. 28, 2011	Aug. 29, 2010
Earnings Per Share (Textuals) [Abstract]
Stock options outstanding	13.5	35.7
Repurchase of shares under share repurchase program	36.1

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Fair Value Measurements (Tables)

3 Months Ended

Aug. 28, 2011

Fair Value Measurements [Abstract]

Fair value of assets and liabilities measured on recurring basis

	Level 1		Level 2		Level 3		Total
Assets:
Derivative assets	$	17.2	$	59.8	$	—	$	77.0
Available-for-sale securities		1.5		—		—		1.5
Deferred compensation assets		7.1		—		—		7.1
Total assets	$	25.8	$	59.8	$	—	$	85.6
Liabilities:
Derivative liabilities	$	—	$	121.5	$	—	$	121.5
Deferred compensation liabilities		28.0		—		—		28.0
Total liabilities	$	28.0	$	121.5	$	—	$	149.5

	Level 1		Level 2		Level 3		Total
Assets:
Derivative assets	$	16.3	$	55.2	$	—	$	71.5
Available-for-sale securities		1.7		—		—		1.7
Deferred compensation assets		7.4		—		—		7.4
Total assets	$	25.4	$	55.2	$	—	$	80.6
Liabilities:
Derivative liabilities	$	—	$	92.2	$	—	$	92.2
Deferred compensation liabilities		29.1		—		—		29.1
Total liabilities	$	29.1	$	92.2	$	—	$	121.3