8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

March 16, 2006

Date of report (Date of earliest event reported)

ConAgra Foods, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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

(402) 595-4000

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

Item 7.01. Regulation FD Disclosure

On March 16, 2006, ConAgra Foods issued a press release announcing actions designed to improve long-term operating performance. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated by this reference.

The slides used in the presentation by ConAgra Foods in its webcast of its Analyst and Investor Event on March 16, 2006 are furnished as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1. Press Release dated March 16, 2006

Exhibit 99.2. Slides Presentation.

2

SIGNATURES

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

	CONAGRA FOODS, INC.
Date: March 16, 2006	By:	/s/ Frank S. Sklarsky
		Name:	Frank S. Sklarsky
		Title:	Executive Vice President,
			Chief Financial Officer

3

EXHIBIT INDEX

Exhibit	Description	Page No.
99.1	Press Release dated March 16, 2006
99.2	Slides Presentation

4

EX-99.1

Exhibit 99.1

	News Release
		For more information, contact:
		Chris Kircher          MEDIA
		Vice President, Corporate Communications
		ConAgra Foods Inc.
		tel: 402-595-5392
		Chris Klinefelter             ANALYSTS
		Vice President, Investor Relations
		ConAgra Foods Inc.
		tel: 402-595-4154
		www.conagrafoods.com

FOR RELEASE

CONAGRA FOODS ANNOUNCES STRATEGY FOR STRENGTHENING LONG
TERM OPERATING PERFORMANCE

•Streamlined Portfolio, Increased Marketing on Key Brands, Aggressive Cost
Programs and Lower Dividend Shape New Financial Profile

•Rebased Fiscal 2007 Earnings Estimated at $1.10-$1.15

OMAHA, Neb., Mar 16, 2006 — ConAgra Foods Inc. (NYSE: CAG), one of North America’s leading packaged food companies, announced actions designed to improve long-term operating performance. The company expects increased annual marketing spending of more than $75 million, in combination with the reallocation and disciplined application of current marketing dollars, to result in major increases for key consumer brands. The company also expects strong contribution to its future earnings from the impact of plant rationalization, supply chain improvements, the application of divestiture proceeds and reductions in the company’s administrative costs, including significant costs currently absorbed by businesses to be divested.

“It is essential that we increase our investments behind our highest potential brands, simplify our portfolio of businesses and build a high quality earnings trajectory for ConAgra Foods,” said Gary Rodkin, President and Chief Executive Officer. “The planned divestitures are the catalyst for our ability to attack costs, streamline our operations and return quickly to recent earnings levels, but with a significantly stronger foundation for future performance.”

-MORE-

Although the company expects to return to current earnings levels during fiscal 2009, the cost of implementing the actions and the impact of planned divestitures are expected to depress operating earnings until that time. The Company expects fiscal year 2007 earnings in the range of $1.10-$1.15 per share, excluding items that impact comparability, and also confirmed that its internal plans are for year-over-year earnings per share growth in the second half of fiscal 2006, excluding items that impact comparability.

Dividend Action. The board of directors of the company declared a quarterly dividend of 18 cents per share payable on June 1, 2006 to shareholders of record as of May 1, 2006. The dividend continues to represent one of the highest payout levels among consumer food companies, but is 9.25 cents per share lower than the company’s most recent quarterly dividend.

Restructuring Charges. The company said that it expected to take charges to earnings during the remainder of fiscal 2006 and in future quarters relating to planned divestitures and restructuring activities. A portion of the charges will be non-cash impairment charges incurred to adjust the carrying values of certain assets held for divestiture, including the majority of the company’s refrigerated meat businesses. The balance will reflect anticipated cash and non-cash costs relating to the implementation of restructuring activities, including programs designed to reduce the company’s ongoing operating costs. The amount of charges for the third quarter will be announced in connection with the company’s next earnings release. The company also expects certain divestitures to result in gains, which will be recorded in future periods as appropriate.

Divestiture Plans. The company also announced plans to divest its seafood and domestic and imported cheese businesses. This follows the company’s February announcement that it would divest most of its refrigerated meats operations. It has already announced definitive agreements for the divestiture of its Louis Kemp seafood and Cook’s Ham businesses. Aggregate annual revenue of the meat, seafood and cheese businesses to be divested is approximately $2.8 billion.

2

Investor Meeting. The Company will hold a previously announced meeting with investors and analysts today in New York City. At the meeting, senior company executives will discuss the company’s strategy and future plans for returning to sustainable profitable growth, including further details on items discussed in this release. The event will be webcast live at 9 a.m. Eastern Standard Time and is expected to conclude by 12 p.m. EST. Investors are encouraged to access the presentation at www.conagrafoods.com/investors. The webcast will be archived and available for replay starting at 3 p.m. EST today.

ConAgra Foods Inc. (NYSE: CAG) is one of North America’s largest packaged food companies, serving grocery retailers, as well as restaurants and other foodservice establishments. Popular ConAgra Foods consumer brands include: Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt’s, Marie Callender’s, Orville Redenbacher’s, Reddi-wip, PAM, and many others.

Note on Forward-Looking Statements:

This news release 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. Readers of this release should understand that these statements are not guarantees of performance or results. Many factors could affect the company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements. These factors include, among other things, future economic circumstances, industry conditions, company performance and financial results, availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, access to capital, actions of governments and regulatory factors affecting the company’s businesses and other risks described in the company’s reports filed with the Securities and Exchange Commission. The company cautions readers not to place undue reliance on any forward-looking statements included in this release, which speak only as of the date made.

ConAgra Foods

Estimated Fiscal Year 2007 Earnings per Share

	Fiscal Year 2007
Earnings per share*	$1.35 - $1.40
Net estimated impact of planned divestiture, spending and cost reduction activities, excluding items that impact comparability	(.25	)
Estimated Fiscal 2007 Earnings per share	$1.10 - $1.15

* Earnings per share is based on estimated GAAP earnings per share before items affecting comparability including, but not limited to, restructuring and impairment charges and gains and losses on sales of assets. The timing of these events and therefore the impact on Fiscal 2007 earnings per share cannot be estimated at this time.

For more information, please visit us at www.conagrafoods.com.

# # #

3

EX-99.2

Exhibit 99.2

Searchable text section of graphics shown above

[LOGO]

MARCH 2006

Analyst & Investor Event

[LOGO]

1

Note on Forward-Looking Statements [LOGO]

This presentation, 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.  Readers of this presentation should understand that these statements are not guarantees of performance or results.  Many factors could affect the company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements.  These factors include, among other things, future economic circumstances, industry conditions, company performance and financial results, availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, access to capital, actions of governments and regulatory factors affecting the company’s businesses and other risks described in the company’s reports filed with the Securities and Exchange Commission.  The company cautions readers not to place undue reliance on any forward-looking statements included in this presentation, which speak only as of the date made.

This presentation includes certain “non-GAAP” financial measures as defined by SEC rules.   As required by the SEC we have provided a reconciliation of those measures to the most directly comparable GAAP measures and presented in accordance with Generally Accepted Accounting Principles located in the appendix of this presentation.

2

[LOGO]

MARCH 2006

Analyst & Investor Event

Welcome

Gary Rodkin

President and CEO

[LOGO]

3

[LOGO]

ConAgra Foods: Significant Potential

Blocking & Tackling
Underleveraged Brands
	[GRAPHIC]
Cost Structure
Commodity Expertise

4

Blocking & Tackling
Underleveraged Brands
	[GRAPHIC]
Cost Structure
Commodity Expertise
WHY HASN’T IT HAPPENED YET??

5

Operational Performance Trap

High Complexity	Volume Shortfalls	Weak Brand Position	Lower Margins	Profits Decline	Cut R&D and Marketing
Inefficient Supply Chain/ Logistics Network	Inconsistent Customer Service	High Inventory/ Service Costs	Increase Trade	Lose Share	Lower Innovation/ Product Visibility

6

The New CAG:

A true operating company

that delivers sustainable

profitable growth

7

Building the New ConAgra Foods

Culture
	[GRAPHIC]

8

Culture: A Root Cause of Underperformance

Independent Operating Company Heritage

Silo Mentality

Resistance to “Corporate”

Size, Not Scale

9

Culture: Implementing Change

Simplicity	Collaboration
Results
Accountability

Execute with Excellence

10

Building the New ConAgra Foods

Culture
	[GRAPHIC]
Portfolio

11

Fewer, Bigger, Better

More and Better Marketing

12

More and Better Marketing

[LOGO]

13

More...

[CHART]

14

Commercial

15

More & Better

[LOGO]

[GRAPHIC]

16

Fewer, Bigger, Better

More and Better Marketing

Platform Innovation

17

Platform Innovation: Brands

[LOGO]

18

Platform Innovation: Categories

[GRAPHIC]

19

Platform Innovation: Technology

[LOGO]	[LOGO]
[GRAPHIC]	[GRAPHIC]
[LOGO]	[LOGO]
[GRAPHIC]	[GRAPHIC]

20

Fewer, Bigger, Better

More and Better Marketing

Platform Innovation

In-Store Execution

21

In-Store Execution

[GRAPHIC]

22

Fewer, Bigger, Better

More and Better Marketing

Platform Innovation

In-Store Execution

Divest Non-Core Operations

23

Divest Non-Core Operations

•       Packaged Meats	[LOGO]
•       Cheese
•       Seafood

24

Refrigerated Meats: Clear Divestiture Candidate

15% CAG Sales

Minimal EBIT

Complex and Inefficient

Poor Execution and Customer Service Levels

Likely Constant Drag on CAG Financial Metrics

25

Refrigerated Meats: Clear Divestiture Candidate

15% CAG Sales

Minimal EBIT

Complex and Inefficient

Poor Execution and Customer Service Levels

Likely Constant Drag on CAG Financial Metrics

CONSTANT DISTRACTION

26

Packaged Meats to be Divested

Drastically underperformed in important metrics

	Packaged Meats		Other CAG
Recent Sales Trend	(10	)%	+1	%
Recent Gross Margin %	< 10	%	25	%

… and are a drag on ConAgra’s performance and valuation

27

Meat Portfolio Complexity

Eight key meat brands utilized across multiple products and various distribution channels

	Products
Key Brands	Hot Dogs	Meats	Lunch Meats	Dinner Meats	Deli Meats	Whole Turkey	Whole Ham	Culinary
Butterball	X	X	X	X	X	X		X
Cook’s				X			X
Eckrich	X	X	X	X	X			X
Armour	X	X	X	X	X		X	X
Hebrew National	X		X	X	X			X
Healthy Choice	X	X	X	X	X			X
County Line					X
Decker	X	X	X	X				X
Other	X	X	X	X	X	X		X
Industrial and Non Branded	X	X	X	X	X	X	X	X

2,300+ SKUs:  Significantly more than key competitors

28

Inefficient and Complex Meat Supply Chain

Over 20 plants and 24 co-packing facilities

Locations

[CHART]

Some locations produce non-meats products and multiple brands

Note:  Includes all locations supplying meat products; Numbers do not add due to manufacture of multiple brands at single locations

29

Cheese and Seafood Divestitures

Low Gross Margins

Significant Working Capital Investments

1000+ SKUs Creates Complexity

30

Impact of Divestitures on ConAgra Foods

Improved Business Fundamentals

•Streamlined Portfolio

•Catalyst for:

•       Reduced complexity

•       Faster progress on other key initiatives

Enables Aggressive Attack on Costs

31

Building the New ConAgra Foods

Culture
Portfolio	[GRAPHIC]
Cost Structure

32

Cost Structure

•Procurement

•Manufacturing

•Transportation and Warehousing

•G&A

Generate Savings Exceeding $500MM/yr by FY09

before the impact of inflation

Significant Working Capital Improvements

Fuel for Reinvestment

33

Major Financial News Today

Lowering the Earnings Base to $1.10-$1.15*

• Portfolio changes

• Brand investment

Cost Reduction Programs with Implementation Costs

More Sustainable Dividend Level

* See Appendix A for reconciliation

34

New Earnings Base for FY07 (Rounded)

	FY07 EPS
EPS – Current Trajectory*	$1.35 - $1.40
Impact of divestitures	($.25)
Increased Marketing, R&D investment	($.08 - $.10)
Cost reduction	$.08 - $.10+
FY07 Earnings Base	$1.10 - $1.15

*      EPS – Current Trajectory approximates earnings per share before items impacting comparability including, but not limited to, restructuring and impairment charges and gains and losses on sales of assets.  The timing of these events and therefore the impact on Fiscal 2007 earnings per share cannot be reasonably estimated at this time.

Note: excludes EPS impact of deployment of divestiture proceeds

35

Growth Assumptions: FY08 and FY09

Sales: Ramp to 2-3% annual growth

EPS: Achieve 7-9% annual growth

•Goal: Return to current EPS run rate during FY09

•Significant additional opportunity beyond FY09

•to eventually achieve peer group average EBIT margins

36

Organizational Structure: Streamlining

		Gary Rodkin President and CEO
Greg Heckman President and COO Commercial Products	Dean Hollis President and COO Consumer Foods	Jim Hardy EVP Product Supply	Doug Knudsen President Sales	Owen Johnson EVP & Chief Administrative Officer, Corp Secretary

Frank Sklarsky
EVP and
Chief Financial
Officer Rob Sharpe
EVP
Legal Affairs &
External Affairs Dr. Al Bolles
SVP
Product
Quality &
Development Jacqueline McCook
EVP and
Chief Growth Officer

37

		Gary Rodkin President and CEO	New To CAG or job - Last 3 months
Greg Heckman President and COO Commercial Products	Dean Hollis President and COO Consumer Foods	Jim Hardy EVP Product Supply	Doug Knudsen President Sales	Owen Johnson EVP & Chief Administrative Officer, Corp Secretary

Frank Sklarsky
EVP and
Chief Financial
Officer Rob Sharpe
EVP
Legal Affairs &
External Affairs Dr. Al Bolles
SVP
Product
Quality &
Development Jacqueline McCook
EVP and
Chief Growth
Officer

38

	Gary Rodkin President and CEO
Consumer Foods P&L	Enterprise Functions	Commercial Products P&L

39

Incentive Programs

Annual Short-term Incentives: Multiplier Effect for Achieving Cost Savings Targets

Long-term Incentives: Structured Around a Combination

 of EBIT Growth and ROIC Improvement

[CHART]

40

Former Vision

America’s

Favorite

Food Company

41

New Focus

The New CAG:

A true operating company

that delivers sustainable

profitable growth

42

Summary of the New ConAgra Foods

•	Restructure and rewire organization	Integrated enterprise
•	Focus the portfolio	Better ROI
•	Aggressively attack cost structure	Improved margins
•	Savings fuel top-line investment	Drive marketing and innovation

Execute with Excellence

43

Meeting Agenda

Consumer
Foods Sales
Strategies Commercial
Products

Productivity
&
Operations Financial Goals
&
Objectives

44

[GRAPHIC]

[LOGO]

MARCH 2006

Analyst & Investor Event

Consumer Foods

Dean Hollis

President & COO,
Consumer Foods

[GRAPHIC] [LOGO]

45

Consumer Foods

[LOGO]

Brand Portfolio

Product Fundamentals

Profiles of Progress

46

Consumer Foods: $7+ Billion in Sales

Meals & Entrees	Condiments & Sides	Snacks & Desserts
[LOGO]	[LOGO]	[LOGO]

47

Brand Portfolio

15 brands >$100MM

Leading national brands

[LOGO]

48

15 brands >$100MM

Leading national brands

Strong regional brands

[LOGO]

49

15 brands >$100MM

Leading national brands

Strong regional brands

Strategic Private Label participation

[GRAPHIC]

50

HOWEVER, significant opportunities remain …

Only 15% SKU’s > 80% ACV Distribution

New Product Sales less than ¹/₂ Industry Average

Total A&P ½ Competitive Average

51

Brand Portfolio:  Re-Framing the Portfolio

Key Evaluation Criteria

1	2	3	4	5
Category Growth and Market Share Potential	Brand / Price Power	Supply Chain Considerations	Strategic Potential and Fit	Financial Performance

% Revenue		% Profit
43%	Prioritize	52%
18%	Pick Battles	15%
27%	Maintain	26%
12%	Manage for Cash	7%

Prioritizing the Portfolio to focus and invest for Sustainable, Profitable Growth

52

Brand Portfolio:  Building the Plan

To build our plan, three questions to address:

1      How will we grow?

Innovation	[GRAPHIC]
Renovation	[GRAPHIC]
Execution	Blocking and Tackling

53

To build our plan, three questions to address:

1      How will we grow?	2      What levers will we pull?
Innovation	Fix the Mix	•     Prioritize the Portfolio •     SKU Optimization •     Merchandising • Sales and Margin Up
Renovation	Driving Demand	•     Insights •     Consumer Pull •     Customer Push • Improved ROMI
Execution	Efficient Supply	•     Procurement •     Manufacturing •     Logistics • Lower Cost Basis

54

To build our plan, three questions to address:

1      How will we grow?	2      What levers will we pull?	3      For what outcome?
Innovation	Fix the Mix	Sales
Renovation	Driving Demand	Margins
Execution	Efficient Supply	ROI

Focus on these levers and corresponding outcomes will differ based on brand prioritization

55

Brand Portfolio:  Relevant to Consumer Trends

•     Health and wellness	[LOGO]
•     Flavor adventure
•     Uncompromised quality
•     Trusted value brands
•     CONVENIENCE

56

Product Fundamentals: Health and Wellness

•Positive nutrition in Kid Cuisine and Chef Boyardee

•Growing Organics with Orville, Hunt’s, Pam, and Light Life

•The Max pizza delivers whole grain for school lunches

•Advancements in sodium reduction

•Alternative solutions for trans fat

[GRAPHIC]

57

Product Fundamentals: Adventures in Flavor

•Ethnic diversity of LaChoy, Rosarita, and Rotel

•Healthy Choice leads with Flavor Adventures

•New bold popcorn flavors

•New flavor varieties on Egg Beaters

[GRAPHIC]

58

Product Fundamentals: Unsurpassed Quality

•Hebrew National = highest quality / Kosher “certified”

•Egg Beaters – real eggs, real difference

•Reddi-wip – made with real cream

•Marie Callender’s Crocks - fresh frozen meats and vegetables

•Snack Pack Pudding – milk #1 ingredient

[GRAPHIC]

59

Product Fundamentals: Trusted Value Brands

•Deep understanding of consumer drivers

•Enhanced convenience

•Responsible nutrition

•Contemporary new offerings

[GRAPHIC]

60

Product Fundamentals: Convenience = Margin Up

•Microwaveable meal solutions in minutes

•Meals with emphasis on “family” time

•Healthy meals for active lifestyles

•Portion controlled snacking

[GRAPHIC]

61

Profile of Progress:  Egg Beaters

Expanding Frame of Reference:  Targeting Shell Egg Users

•New advertising message

•Relevant new items

•Retail shelf adjacency

[GRAPHIC]

62

Commercial

63

Profile of Progress:  Slim Jim

Better Connecting with Core Consumers

•Targeted advertising, sponsorships and grass roots promotions

•New distribution across all channels

•Multiple “points of interruption” across the store

[GRAPHIC]

64

Profile of Progress:  Chef Boyardee

Driving Purchase Frequency and Buy Rate

•Improved nutritionals across the line

•New varieties expanding consumption

•Shelf merchandising improves shopability

[GRAPHIC]

65

Commercial

66

Profile of Progress:  Reddi-wip

Increasing Usage Occasions

•In-store tie-ins with seasonal “host foods”

•New advertising and in-store promotions reinforcing everyday usage

•New distribution opportunities, initially in club channel

[GRAPHIC]

67

Profile of Progress:  Healthy Choice

Franchise Growth Via Consumer Immersion

•Product improvements driving sales +30%

•“Green is Good” increasing HHP +16%

•New product pipeline re-loaded in FY07

[GRAPHIC]

68

The New ConAgra Foods

Finally, Prioritizing the Brand Portfolio

Focused on Meaningful Consumer Trends

Serious about Renovation and Innovation

Execute with Excellence

69

[GRAPHIC]

[LOGO]

MARCH 2006

Analyst & Investor Event

Sales Strategies

Doug Knudsen

President, Sales

[LOGO]

70

What’s Different ?

PAST	PRESENT
5 Different Sales Organizations	“ONE” Unified Sales Force
Multiple Systems / Limited Tools	“ONE” System with Integrated Sales Tools
“Push” Sales Focus	“Pull” Focus / Consumption Based
Trade Promotion Dependent	Balanced Mix (Marketing / Trade)
Volume Based Incentive	Net Sales / Profit Based Incentive

Transition From Sales Managers to “Business Managers”

71

Sales Organization Priorities

Base Volume Growth

Trade Spending Effectiveness

Channel Opportunities

72

Base Volume Growth - Gold Store Initiative

•Objectives

•Drive BASE category growth for customers

•Increase everyday demand for ConAgra Foods brands

•Reduce reliance on trade spending

•Opportunities

•Fix the Mix - ideal assortment

•Improved shelf presence / adjacencies

•Increased secondary placements

•Optimum Everyday Pricing

73

Gold Store Initiative [GRAPHIC]

All Brands MUST Grow

FOCUS                  Sales Execution on Top 10 Categories

OBJECTIVE

Grow Key Categories •        Grow Priority Brands •        Flawless In-Store Execution

Microwave Popcorn		Canned Pasta
Meat Snacks		Liquid Eggs
Whipped Toppings	[LOGO]	Cooking Sprays	[LOGO]
Canned Tomatoes		Frozen Meals
Premium Hot Dogs		Sloppy Joe Mix

74

Egg Beaters Objectives

•	Liquid eggs adjacent to shell eggs
•	Full line distribution base and flavors – 7 SKU’s	[LOGO]
•	Everyday shelf price - $2.99
	Egg Beaters Growth:  +10-15%	[GRAPHIC]

75

Whipped Topping Objectives

•	Adjacent to rfg pudding at eye level
•	Minimum 5 SKU’s
•	Cooler Program with Host Foods	[LOGO]
	• Cocoa, Pies, Berries, Ice Cream
	Reddi-Wip Growth: +10-12%	[GRAPHIC]
	[GRAPHIC]

76

Chef Boyardee Objectives

•	Core Four at eye level
•	40 oz. Center Shelf
		[LOGO]
•	Chef Brand Block
•	Minimum 18 SKU’s
	Chef Growth: +6-9%	[GRAPHIC]

77

Trade Spending Effectiveness

•$1.6B+ Annual Investment (Ex Divestitures)

•Recently implemented Trade Promotion Management (TPM) system

•Fully integrated module of SAP

•Disciplined process and controls

•Visibility to profitability by customer

•Analytics by customer, brand and event level

•(STEP Tool) Strategic Trade Effectiveness Program

•What-if scenarios using history and statistics

•Models sales, profitability and ROI by event

•Post-event analysis (Measure, Learn & Change)

78

Improving Trade Effectiveness

	From	To	Impact
[GRAPHIC] $500MM Brand	$0.79 & $0.89 Features	5/$5 Features	Sales +8% + + + ROI
[GRAPHIC]	$1.99 TPRs	2/$4 Features
$100MM Brand			Sales +10%
	4 Weeks	1 Week	+ + + ROI
	Promoted	Promoted

79

Trade Spending Effectiveness

Opportunities

•Shift lowest 10% ROI events

•Target Customer’s most effective merchandising vehicle

Goal: 3% Reduction = $50MM

TRADE WILL BE EFFECTIVELY MANAGED

80

Channel Opportunities

ConAgra Foods Sales by Major Retail Channel (%)

Fastest Growing Channels

[CHART]

81

Channel Opportunity:  Membership / Club

	Index = 75% to competitive set
Membership/Club
[GRAPHIC]	[GRAPHIC]

82

Channel Opportunity:  Emerging Formats

Emerging Formats
[LOGO]	[GRAPHIC]

83

Channel Opportunity:  Convenience Stores

Convenience Stores
[LOGO]	[GRAPHIC]

84

Convenience Stores	[LOGO]
	Before	After
[LOGO]	[GRAPHIC]	[GRAPHIC]

85

The New ConAgra Foods

Base Volume Growth

Trade Spending Effectiveness

Channel Opportunities

Execute with Excellence

86

[GRAPHIC]	[LOGO]
	MARCH 2006
	Analyst & Investor Event
	Commercial Products
	Greg Heckman
	President & COO,
	Commercial Products

[LOGO]

87

Food Products Sales Channel Breakdown

Consumer Foods	Sales Channels	Commercial Products
80%	Retail Outlets	10%
15%	Foodservice	60%
5%	Food Mfg/Industrial	30%

88

Commercial Products: $4+ Billion in Sales

Recognized Business To Business Brands

Significant Scale

Solid Track Record

Expansive Customer Portfolio

Focused Growth Agenda

89

Recognized Business to Business Brands

[LOGO]		[LOGO]
•  Wheat Flours		•  Onion
•Oat Products		•  Garlic
•  Barley Products	[LOGO]	•  Vegetables
		•  Chili Peppers
	•  French Fries
	•  Mashed Potatoes
[LOGO]	•  Hash Browns
	•  Dough-Enrobed Hand Helds
•  Seasoning Blends	•  Appetizers	[LOGO]
•  Flavors
•  Bases		•  Agricultural Commodities
•  Spices		•  Energy Commodities
		•  Commodity Services
		•  Risk Management

90

Significant Scale

[LOGO]	•   #1 in North America, #2 globally
	•#3 in North American wheat milling
	•   #1 in North American dehydrated onion, garlic and chili peppers
	•   Complete portfolio of Agricultural and Energy commodities and services

91

ConAgra Trade Group: Linking Supply & Demand

	Economic Analysis &
	Market Transparency
Trading &	Flywheel	Transactional
Merchandising	of	Platform
	Earnings
	Logistical
	Services

Benefits to CAG:

Opportunities to lower input costs

Earnings diversification

92

Solid Track Record

[CHART]

93

Expansive Customer Portfolio

Foodservice	Food Manufacturing	Industrial	Retail
[LOGO]	[LOGO]	[LOGO]	[LOGO]

94

Focused Growth Agenda

Expand on Strengths
Relevant Innovation	[CHART]
Customer Solutions

95

Expand on Strengths

[LOGO]	•   Global footprint anchors growth
[LOGO]	•   Whole grain portfolio on trend
[LOGO]	•   Industry leadership in product quality
[LOGO]	•   Customized value with speed
[LOGO]	•   Energy and agriculture converging

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Relevant Innovation

[LOGO]
“MyFries” with i3 Advantage
indulgent — intelligent — innovative
•   100% satisfaction with up to 25% less fat
	[GRAPHIC]
•   No compromise on taste or texture
•   New process technology
•   Launching this year

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[LOGO]
•   Multiple flavors
	[GRAPHIC]
•   QSR launch this year
•   Featured at the Olympics

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[LOGO]
•   Ultragrain® 100% Whole Grain
	[GRAPHIC]
•   Multiple applications
•   Industry changing

99

[LOGO]
•   Controlled Moisture®
•   Fire-Roasted Grilled Vegetables
	[GRAPHIC]
•   Gardenfrost® Purees
•   Mediterranean, Latin and Asian flavors
•   Unique soft-frozen delivery

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[LOGO]
•   Amplify® salt enhancement technology
	[GRAPHIC]
•   Allows reduction of sodium without sacrificing taste
•   Sodium reduced up to 50% depending on application

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Customer Solutions

Consumer Insights
Culinary COE
Technical Services/Support	[GRAPHIC]
Product/Service Combinations
Commodity Service Provider

102

The New ConAgra Foods

Extend Core Competencies

Sustain Momentum

Capture Opportunities

Leverage ConAgra Foods

Executewith Excellence

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[GRAPHIC]	[LOGO]
	MARCH 2006
	Analyst & Investor Event
	Driving Supply Chain
	Excellence
	Jim Hardy
	Executive Vice President,
	Supply Chain

[LOGO]

104

Product Supply

Link and Leverage

Opportunity Ahead

105

Before

All Reported to Different Leaders, No Integration

		Logistics
Procurement		[GRAPHIC]
[GRAPHIC]				Customer Service
				[GRAPHIC]
	Engineering		Manufacturing
	[GRAPHIC]		[GRAPHIC]

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After

Fully Integrated Supply Chain Organization

Procurement	Logistics
[GRAPHIC]	[GRAPHIC]
		Manufacturing
		[GRAPHIC]
[GRAPHIC]
Engineering
	[GRAPHIC]		Represents $9B of cost post divestitures
	Customer
	Service

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Enterprise Product Supply Vision

World Class Organization

Continuous Improvement

Zero Loss Culture

Gross Margin Expansion

108

Strategic Priorities

Get the Fundamentals Right

Re-engineer the Organization

Rationalize our Asset Base

Drive Sustainable Business Improvements

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Product Supply

Opportunity Ahead

110

Variable Cost Focus

	Annual Spend	Annual Productivity	Annual Savings
	$B	%	$
Procurement	$5.5-$6B	3%	$150-$175MM
Manufacturing Productivity	$2B	3-5%	$75+MM
Logistics	$1B	3%	$25-$40MM

$250-$300MM/yr by FY09

Continually Battling Inflation

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Variable Cost Savings—Procurement

Opportunity

•   < 10% of indirect spend negotiated by procurement

•   Too many specifications

•   Complex product designs

•   No visibility to inbound freight costs

Action Plan

•   Consolidate total spend and better leverage strategic suppliers

•   Partner with R&D to eliminate complexity

•   Develop a formula pricing purchasing strategy

Opportunity:

$150-$175MM Annual Savings

112

Variable Cost Savings—Manufacturing

Opportunity

•   Current Overall Equipment Effectiveness (OEE) 50%

•   No standard enterprise process

•   < 20% of operations are 7 day

Action Plan

•   Implement OEE program & drive to 85%

•   Develop & implement a ConAgra performance system

•   Optimize operating strategy

Opportunity:

$75MM+ Annual Savings

113

Variable Cost Savings—Logistics

Opportunity

•   Not leveraging our scale

•   Too much inventory

•   Too many product touches

•   Limited regional manufacturing capability

Action Plan

•   Significantly reduce finished goods inventories

•   Expand regional manufacturing capability

•   Consolidate Mixing Center network and better leverage freight scale

•   Drive efficient customer programs

Opportunity:

$25-$40MM Annual Savings

114

Fixed Cost Savings / Plant Rationalization

Divestitures
•   Sell 22 plants
	Drives 30% improvement
+	in Capacity Utilization
Core Plant Rationalization
•   Close 10-12 plants : Phase I
•   Phase II: Stay Tuned

Opportunity:

$100MM Permanent Reduction in Fixed Costs by FY09

115

Product Supply Cost Savings

Variable Cost Focus
	Annual Spend	Annual Productivity	Annual Savings
	$B	%	$
Procurement	$5.5-$6B	3%	$150-$175MM
Manufacturing Productivity	$2B	3-5%	$75+MM
Logistics	$1B	3%	$25-$40MM
		$250-$300MM/yr by FY09

Fixed Cost Focus
Manufacturing	$100MM
Rationalization
$100MM permanent reduction in fixed costs by FY09

Continually Battling Inflation & Driving out Fixed Costs

116

The New ConAgra Foods

Leverage the Integration of the Supply Chain

Link Product Supply to Critical Business Strategies

Pursuing a Rich Portfolio of Cost Savings Opportunities

Execute with Excellence

117

[LOGO]

MARCH 2006

Analyst & Investor Event

[LOGO]

118

[GRAPHIC]	[LOGO]
	MARCH 2006
	Analyst & Investor Event
	Financial Objectives & Goals
	Frank Sklarsky
	EVP and Chief Financial Officer

[LOGO]

119

Topics for Discussion

•   Major Factors Influencing Outlook	•   Special Charges
•   New Earnings Base	•   Capital Spending
•   FY07 - FY09 Goals	•   Capital Allocation

•   Leading Indicators

120

Major Factors Influencing Outlook: Divestitures

	$ EPS
Approximate lost earnings,incl. costs allocated/absorbed	$0.05-$0.06
G&A Costs Absorbed	$0.12
COGS Impact	$0.07-$0.08
Total Near Term Dilution	$0.25

Dilution estimate does not reflect:

•   Application of divestiture proceeds

•   Benefit of cost reduction initiatives

121

Impact of Divestitures on Financial Profile

	Run Rate
	Before	After	Divestiture
	Divestitures	Divestitures	Impact
Net Sales*	$14.4B	$11.6B	($2.8B)
Gross Margin (%)	21% - 22%	24% - 25%	+300 bps
EBIT Margin (%)*	9.5%	10%	0.5 pts

•    Divested businesses reported as discontinued operations

•    Excludes special charges and other items impacting comparability

* See Appendix A for reconciliation

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Major Factors Influencing Outlook

•      Supply Chain: Variable Cost Focus

•      Ramp to 3%+ COGS productivity savings, annually

•      Represents gross savings, before impact of inflation

•      Supply Chain: Fixed Cost Focus – Plant Rationalization

•      Achieve $100MM by FY09

•      Savings carry over into future years

•      Supply Chain: Net Target

•      Contribute net $100MM+ to bottom line by FY09

123

•   General & Administrative costs

•   Ramp savings to more than $100MM/yr

•   Trade Spend efficiency

•   2% - 3% pts reduction or $30MM - $50MM over next 2 years

•   Drive improvement in volume, mix, revenue realization

•   Working Capital

•   Generate incremental $50MM - $75MM cash flow benefit per year for next 3 years

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Increased Marketing Investment
	Old Revenue Base	New Revenue Base
		Prioritize	$425MM to
$350MM			$450MM
	“All Brands	Pick
	Created Equal”	Battles
4% on		Maintain	9% - 10% on
Everything			Prioritized Brands
		Manage
		for Cash
	Prior Model	New Model:
		Focus & Target!

125

New Earnings Base for FY07 (Rounded)

	FY07 EPS
EPS – Current Trajectory*	$1.35 - $1.40
Impact of divestitures	($.25)
Increased Marketing, R&D investment	($.08 - $.10)
Cost reduction	$.08 - $.10+
FY 2007 Earnings Base	$1.10 - $1.15

*EPS – Current Trajectory approximates earnings per share before items impacting comparability including, but not limited to, restructuring and impairment charges and gains and losses on sales of assets. The timing of these events and therefore the impact on Fiscal 2007 earnings per share cannot be reasonably estimated at this time.

Note: excludes EPS impact of deployment of divestiture proceeds

126

FY07-FY09 Goals

	Adj. Profile* FY07	FY08 – FY09	FY09 Goal
Net Sales	$11.6B	Ramp to 2% - 3% annual growth	$12B+
EBIT Margin**	10%	Ramp to 75 - 100 bps/yr improvement	12%+
EPS	$1.10 - $1.15	Achieve 7% - 9% annual growth	$1.35 - $1.40
ROIC**	10%	Gradually move to 12%+	12%+

•      Goals:

•     Capture $500MM of cost opportunities (pre-inflation)

•     Return to current EPS run rate during FY09

•      Significant additional opportunity beyond FY09

•     to eventually achieve peer group average EBIT margins

* Excludes impairment, restructuring and other special charges

** See Appendix A for reconciliation

127

EBIT Growth Model: Directional Patterns

Near Term:

SG&A savings more significant

1 -2 Yrs And After:

Gross Margin more significant

[CHART]

128

Impairment, Restructuring, & Other Special Charges

FY06 – FY09 ($MM)

	Non-Cash	Cash	Total	CAPEX
	Charges	Charges	Charges	Requirements
Supply Chain Rationalization (pre-tax)	$100MM	$70MM	$170MM	$165MM
G&A Reductions (pre-tax)		$50MM to $100MM
Divestitures	— $60MM pre-tax, $170MM after-tax est. charges —

129

Capital Spending

	FY07		FY08		FY09
CAPEX ($MM) Organic Running Rate	$	350	$	400	$	400
CAPEX ($MM) Rationalization / other special items	$	100	$	50	$	25
Total ($MM)	$	450	$	450	$	425

More bias toward rationalization near term, followed by greater investment in growth and margin improvement

130

Capital Allocation Goals

•  Healthy balance sheet

•  Solid investment grade credit rating

•  Flexibility to make investments

•  CapEx for rationalization and process excellence

•  Brand building

•  A&P, R&D, Innovation

•  ROIC-based capital allocation

•  Benchmark vs. benefit of share repurchases

131

Dividend Adjustment

Dividend now becomes $0.72 per share, or 18¢ per quarter starting with June payment

•   Sustainable payout ratio

•   Attractive yield

•   Flexibility to invest in business

132

Capital Allocation Model

Free Cash Flow from ongoing operations	Divestiture proceeds  & other one-time inflows
	Debt Actions	Share Repurchases	Acquisitions
	•  Lower significance near-term	Authority Remaining in	•  Lower significance near-term
Funding of Dividends	•  Maturity extensions •  Coupon/risk reduction	Existing Program	•  High payback “bolt-on” possible

133

Leading Indicators of Progress

Gross Margin Expansion

A&P / R&D Spend on Consumer Foods

Growth & Market Share of Priority Brands

Overall Manufacturing Efficiency

G&A as a % Sales

134

Major Unknowns Influencing FY07 - FY09 Results

•Timing of divestitures

•Further enables corresponding cost reduction programs

•Amount of divestiture proceeds

135

[LOGO]

MARCH 2006

Analyst & Investor Event

Summary

Gary Rodkin

President and CEO

[LOGO]

136

Operational Excellence

Simplification	Consistent Bottom Line Through Top Line Growth	Stronger Base Foundation	Higher Margins	Growing Profits	Higher R&D and Marketing Investment
Rationalized Supply Chain	Consistently Great Customer Service	Lower Inventory/ Service Costs	Gain Share	Grow Volume	Consumer/ Customer Bigger/Better Innovation

Execute with Excellence

137

The New CAG:

A true operating company that delivers sustainable profitable growth

138

[LOGO]

MARCH 2006

Analyst & Investor Event

[LOGO]

139

Appendix A:  Forward-Looking Annual Sales Reconciliation

CONAGRA FOODS, INC.

Reconciliation of  FY07 Net Sales Run Rate

($USD, in millions)

	Consumer Products		Commercial Products		Divestitures		Consolidated
Net sales	$	7,300	$	4,300	$	2,800	$	14,400

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Appendix A:  Forward-Looking FY07 EBIT Reconciliation

CONAGRA FOODS, INC.

Impact of Divestitures on Financial Profile

($USD, in millions)

	FISCAL YEAR 2007 Run Rate
	Before Divestitures*			Divestiture Impact			After Divestitures
Net sales	$	14,400		$	2,800		$	11,600
Costs of goods sold	11,275			2,525			8,750
Gross Profit	$	3,125		$	275		$	2,850
Gross Margin %	21.7		%	9.8		%	24.6		%
Earnings Before Interest and Taxes (EBIT)
Income from continuing operations before income taxes and equity method investment earnings	$	1,080		$	200		$	880
Add Interest expense, net	280			—			280
Add Equity method investment earnings	30			—			30
Earnings Before Interest and Taxes (EBIT)	$	1,390		$	200		$	1,190
EBIT divided by Net Sales	9.7		%	7.1		%	10.3		%
Income from continuing operations before income taxes and equity method investment earnings divided by Net Sales	7.5		%	7.1		%	7.6		%

*Amounts do not reflect the impact of divestitures and other items impacting comparability including, but not limited to, restructuring and impairment charges and gains and losses on sales of assets.  The timing of these events and therefore the impact on Fiscal 2007 run rate cannot be estimated at this time.

141

Appendix A:  Forward-Looking FY07 ROIC Reconciliation

Impact of Divestitures on Financial Profile

($USD, in millions)

	FISCAL YEAR 2007 Run Rate
	Before Divestitures*			Divestiture Impact			After Divestitures
Return on Invested Capital
Earnings before interest and taxes	$	1,390		$	200		$	1,190
Income tax expense at projected 36% effective tax rate	500			72			428
Return	890			128			762
Total Common Stockholders’ Equity (Equity)	5,450			(300		)	5,150
Notes payable	0			0			0
Current installments of long-term debt	20			0			20
Senior long-term debt	3,450			0			3,450
Subordinated Debt	400			0			400
Total Equity and Interest-bearing Debt	9,320			(300		)	9,020
Less: Cash	625			680			1,305
Invested Capital	$	8,695		$	(980	)	$	7,715
Return on Invested Capital	10.2		%	NA			9.9		%
Income from continuing operations*	$	710		NA			$	585
Return on Total Common Stockholders’ Equity	13.0		%	NA			11.4		%

*Amounts do not reflect the impact of divestitures and other items impacting comparability including, but not limited to, restructuring and impairment charges and gains and losses on sales of assets. The timing of these events and therefore the impact on Fiscal 2007 run rate cannot be estimated at this time.

142