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

September 7, 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 2.02 Results of Operations and Financial Condition

On September 7, 2006, ConAgra Foods, Inc. (the “Company”) issued a press release with respect to its presentation at the Prudential Back-To-School Consumer Conference.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated by this reference.  The slides that will be used in the Company’s conference presentation are furnished as Exhibit 99.2 to this Form 8-K and incorporated by this reference.

Item 7.01 Regulation FD Disclosure

The information reported pursuant to Item 2.02, “Results of Operations and Financial Condition” is incorporated by this reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1  Press Release issued September 7, 2006

Exhibit 99.2  Slide Presentation

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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 hereunto duly authorized.

	CONAGRA FOODS, INC.
Date:  September 7, 2006	By:	/s/ Colleen Batcheler
		Name:	Colleen Batcheler
		Title:	Vice President, Chief Securities Counsel & Assistant Corporate Secretary

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Exhibit Index

Exhibit 99.1 Press release issued September 7, 2006

Exhibit 99.2 Slide 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

CONAGRA FOODS PRESENTS BUSINESS UPDATE AT PRUDENTIAL CONFERENCE AND VIA WEBCAST

OMAHA, Neb., Sept. 7, 2006.  Today ConAgra Foods, Inc.  (NYSE: CAG) will present a business update to the Prudential Back-To-School Consumer Conference in Boston, MA.  In his remarks, ConAgra Foods President and Chief Executive Officer Gary Rodkin will discuss progress with the ongoing cultural, portfolio, and cost savings initiatives which were originally outlined for investors at the ConAgra Foods Analyst and Investor Event on March 16, 2006 in New York City.  Today’s event is being webcast and, with the March 16 event, will be archived on the company’s web site under the section for investors.

In his remarks, Rodkin will indicate that he is pleased with progress thus far in fiscal 2007 largely because of the favorable impact of more efficient operations.

•Because the company has not yet closed its books for the first quarter, the company will not provide specific earnings information about the first quarter of fiscal 2007; it will discuss the first quarter performance in its regularly scheduled earnings release and conference call on September 21.

•Mr. Rodkin will confirm previously communicated objectives for sales to ramp to 2-3% annual growth in the 2008-2009 time frame, and for EPS to show 7%-9% annual growth

during the 2008-2009 timeframe as well.  EPS growth rate expectations relate to continuing operations and exclude items impacting comparability and the impact of deployment of divestiture proceeds.

Webcast

A webcast of the ConAgra Foods’ presentation at the Prudential Securities Back-to-School Consumer Conference is available and can be accessed live on the Internet at www.conagrafoods.com/investors at 9:45 a.m. EDT.

In addition, an archived webcast of the ConAgra Foods presentation at the Prudential Securities Back-to-School Consumer Conference will be available and accessible on the Internet at www.conagrafoods.com/investors following the event.

ConAgra Foods, Inc. (NYSE:CAG) is a leading packaged food company, 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, PAM, Reddi-wip, 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.  The company undertakes no responsibility to update these statements.  Readers of this release should understand that these statements are not guarantees of performance or results.  Many factors could affect the company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements.  These factors include, among other things, future economic circumstances, industry conditions, availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies and the company’s ability to execute its operating plans, 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.

EX-99.2

Exhibit 99.2

 

Gary Rodkin President and CEO 2006 PRUDENTIAL BACK-TO-SCHOOL CONFERENCE September 7, 2006

 

Note on Forward-Looking Statements 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.

 

Portfolio: Strong Consumer Brands Meals & Entrees Condiments & Sides Snacks & Desserts

 

Portfolio: Strong Business-to-Business Brands Onion Garlic Vegetables Chili Peppers French Fries Mashed Potatoes Hash Browns Dough-Enrobed Hand Helds Appetizers Wheat Flours Oat Products Barley Products Seasoning Blends Flavors Bases Spices Agricultural Commodities Energy Commodities Commodity Services Risk Management

 

The New CAG: A true operating company that delivers sustainable profitable growth

 

FY08-FY09 Goals FY08 – FY09 Net Sales Ramp to 2% - 3% annual growth EPS* Achieve 7% - 9% annual growth ROIC Gradually move to 12%+ * Excludes impairment, restructuring and other special charges, the timing and impact of which cannot be reasonably estimated at this time. Also excludes EPS impact of deployment of divestiture proceeds.

 

Capital Allocation Share repurchases: Benchmark for overall capital allocation decisions Maintain balance sheet flexibility Attractive, sustainable dividend

 

Major Areas of Focus: Building the New ConAgra Foods CULTURE & ORGANIZATION PORTFOLIO COSTS

 

CULTURE & ORGANIZATION

 

Vision company growing by nourishing lives and finding a better way today …one bite at a time!

 

Culture: Implementing Change Execute with Excellence Results Simplicity Collaboration Accountability Results

 

Rewire …to unleash a better way Attack cost structure & enhance margins …to fund growth Optimize the portfolio …to drive return on investment Innovate …to achieve sustainable growth Exceed customer and consumer expectations …to deliver the promise Nourish our people …to build a winning culture “Must-Dos”

 

Incentive Programs Long-term Incentives: Structured Around a Combination of EBIT Growth and ROIC Improvement EBIT Performance Decline Flat Growth ROIC Performance Growth Flat Decline Significant Reward: Combination of EBIT, ROIC Growth Annual Short-term Incentives: Multiplier Effect for Achieving Cost Savings Targets

 

PORTFOLIO

 

Portfolio: Divestiture Update EARLIER THAN EXPECTED GETS RID OF DISTRACTIONS, ALLOWS US TO ATTACK OVERHEAD COSTS SOONER Ham, Seafood: Closed Q4 FY06 Cheese: Closed Q1 FY07 Packaged Meats: Agreement Q1 FY07 Pretax Proceeds To Be Generated $1.1 Billion

 

Brand Portfolio: More and Better Marketing Focus and Target Investments Prior Model New Model $425MM to $450MM 9% - 10% on Prioritized Brands$350MM 4% on Everything “All Brands Created Equal” Old Revenue Base New Revenue Base

 

Hebrew National: Leveraging Insights on Kosher Quality

 

Healthy Choice: Leveraging Insights on Taste and Nutrition Breakthrough Advertising Packaging Redesign

 

Blank for Commercial

 

Leveraging “The Popcorn Expert”

 

Retro Campaign

 

Retro Campaign Results Retro campaign began in June Among top 1% of all ASI ads Strong Orville sales results

 

[LOGO]

 

Drive relevancy with young adult males through targeted advertising and expanded C-store channel

 

 Introducing.... The Snapalope Starting in Q2 FY07

 

What is a Snapalope? Snapalope \ ‘snapalope\: 1. Member of the family Snap; rises thirty-eight inches in stature; skittish by nature; no known predators aside from man who hunt them for their delicious spicy meat and exquisite yellow and red hide.

 

Blank for Commercial

 

Integrated Campaign Web Site: www.snapalope.com Snapalope Gear Grassroots Marketing

 

Innovation: Focused on Health, Wellness, Convenience R&D Vision Inventing Tomorrow’s Products Today Enhance Process Engineering Become a Leader in Packaging Strengthen Nutrition Frozen Canning Focus on Owning Five Platforms Aerosols Kosher “Quick Hits”: Fiscal 2007 Larger Platforms: 2 years Microwave

 

Portfolio: Gold Store Initiative FOCUS Sales Execution on Top 10 Categories Grow Key Categories Grow Priority Brands Flawless In-Store Execution Microwave Popcorn Meat Snacks Whipped Toppings Canned Tomatoes Premium Hot Dogs Canned Pasta Liquid Eggs Cooking Sprays Frozen Meals Sloppy Joe Mix OBJECTIVE All Brands MUST Grow

 

Gold Store 10: Popcorn Category Rich Flavors Butter Light Healthy Better For You Popcorn Growth: +7 to 9%

 

Sales Channel Progress 100,000 new shelf placements Adds $25mm annual revenue Dollar Stores Home Improvement Office Supplies Sporting Goods

 

Low Investment Brands: Recent Success Stories $14+ million incremental net sales growth this year Opened doors for high priority brands

 

COSTS

 

Cost Structure: Product Supply Commitment Manufacturing Rationalization Fixed Cost Focus $100MM $100MM permanent reduction in fixed costs by FY09 $25-$40MM  3% Logistics $250-$300MM/yr by FY09 3-5% Manufacturing Productivity  3% Procurement Annual Savings $ Annual Productivity % $1B $2B $5.5-$6B Annual Spend $B Variable Cost Focus $75+MM $150-$175MM Continually Battling Inflation & Driving out Fixed Costs

 

Cost Savings: A Mentality to Win G&A, COGS, Working Capital Reduction Reduce complexity Cross functional initiatives Incentive systems ROI culture Right people in right jobs

 

Cost Structure Progress: Procurement3% Procurement Annual Savings $ Annual Productivity % $5.5-$6B Variable Cost Focus $150-$175MM Consolidating suppliers as we leverage our purchasing scale "Clean Sheet" - modeling supplier economics to retool copacker and supplier network Partnering with R&D to rationalize input components Annual Spend $B

 

Cost Structure Progress: Manufacturing Productivity3-5% Manufacturing Productivity $2B $75+MM Annual Savings $ Annual Productivity % Variable Cost Focus Annual Spend $B ConAgra Performance System Implementing Best Practices in: Productivity Cost Safety Yield Quality

 

Cost Structure Progress: Logistics $25-$40MM3% Logistics $1B Annual Savings $ Annual Productivity % Variable Cost Focus Annual Spend $B Reducing total miles and number of product touches Leveraging scale to renegotiate vendor terms and prices for temperature control network - First Time Ever Reducing fixed cost component of warehouse cost structure 3rd party outsourcing

 

Cost Structure Progress: Manufacturing Network Fixed Cost Focus: Manufacturing Rationalization $100MM Phase 1 : 10-12 plants identified for consolidation Specifics on some of these offered within the next several weeks Phase 2 and beyond: Leveraging Overall Equipment Effectiveness further benefits capacity Least Landed Cost Methodology Linked with Go-To-Market Strategies

 

Summary: A Good Start Culture Driving Results Cost savings materializing faster than expected Plans for increased marketing in 2nd half Provide regular updates

 

2006 PRUDENTIAL BACK-TO-SCHOOL CONFERENCE