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 22, 2007

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):

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

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

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

¨ 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 March 22, 2007, ConAgra Foods, Inc. issued a press release and posted a question and answer document on its website containing information on third quarter fiscal 2007 financial results. The press release and Q&A are furnished with this Form 8-K as exhibits 99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit  99.1 Press Release issued March 22, 2007

Exhibit  99.2 Questions and Answers

SIGNATURES

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

	CONAGRA FOODS, INC.
Date: March 22, 2007	By:	/s/ Andre Hawaux
	Name:	André Hawaux
	Title:	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit 99.1	Press release issued March 22, 2007
Exhibit 99.2	Questions and Answers

EX-99.1

Exhibit 99.1

	News Release
		For more information, contact:
		Chris Kircher	MEDIA
		Vice President, Corporate Affairs
		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 IMMEDIATE RELEASE

CONAGRA FOODS REPORTS STRONG THIRD-QUARTER EPS

PERFORMANCE; EXPECTS FY2007 EPS TOWARD HIGH END OF RANGE

OMAHA, Neb., March 22, 2007 — ConAgra Foods, Inc. (NYSE: CAG), one of North America’s leading packaged food companies, today reported results for the fiscal 2007 third quarter ended Feb. 25, 2007. Third-quarter diluted EPS was $0.38, which includes $0.06 per diluted share of costs related to the recent peanut butter recall.

In the year-ago period, the company reported diluted EPS of ($0.05), including $0.38 per share of net expense from items that impacted comparability. Major items impacting comparability in the current and prior year are summarized toward the end of this release.

Gary Rodkin, chief executive officer of ConAgra Foods, commented, “I congratulate our team on a strong EPS performance, particularly in light of the fact that we were able to offset significant costs associated with the peanut butter recall, and still increase our marketing investment. We clearly are making progress with our ongoing initiatives to reduce operating costs and expand margins, and we are improving execution. Given our operating progress to date, as well as trading profits that have been stronger than planned so far this fiscal year, we are comfortable that EPS will be toward the high end of our EPS guidance range for fiscal 2007.”

—more—

CONAGRA FOODS

page 2

Regarding the recent peanut butter recall, Rodkin said, “As most of our consumers, customers and investors know, toward the end of the quarter we initiated a recall of 100 percent of our peanut butter products following reports of Salmonella contamination. We are truly sorry for any harm that our peanut butter products may have caused. I want to assure our consumers, customers, investors and employees that we are correcting the operational problems that led to this, and are committed to the highest possible standards of food safety throughout our operations. We also intend to resolve all claims related to peanut butter fairly and expeditiously and do not believe the costs of resolving the claims will materially impact our future operating results.”

The company currently estimates that the cost of the peanut butter recall will approximate $50 million to $60 million, largely reflecting the costs associated with customer and consumer product returns, inventory write-offs and projected legal costs. Of this amount, $48 million was recognized in the third quarter; most of the remainder is expected to be recognized in the fourth quarter of fiscal 2007.

Consumer Foods Segment (56% of YTD sales)

Branded consumer products sold in retail and foodservice channels;

excludes international consumer operations.

For the quarter, sales for the Consumer Foods segment were $1.6 billion, 2% below last year due to the peanut butter recall and the recent divestiture of a refrigerated pizza business. Overall sales increased 1%, excluding the peanut butter business in current and prior-year results as well as amounts in the year-ago period from businesses since divested. See page 9 for Regulation G reconciliations.

• Segment unit volumes declined 1% in the quarter; excluding the peanut butter business and the impact of divested businesses in prior year results, volume increased 1% in the current quarter.

• Sales for the company’s priority investment brands as a whole, which represented slightly more than 75% of the segment sales, decreased 1%. Excluding peanut butter sales in current and prior-year results, sales for priority investment brands as a whole were slightly higher

—more—

CONAGRA FOODS

page 3

than in the year-ago period; in particular, Hebrew National, Manwich, Marie Callender’s, Orville Redenbacher’s, PAM, and Snack Pack posted sales gains greater than 5%. The company noted that proactively changing product mix and reducing depth of promotion for some key priority investment brands has delayed top-line progress, but strengthened the base of the business and enhanced profit margins.

• Sales for the remaining brands and products declined 2% due to the divestiture of a small refrigerated pizza business in the second quarter of fiscal 2007. Sales for this portion of the segment increased slightly excluding the contribution from that divested business in prior-year amounts.

• A list of major brand sales gains and declines is included in the question-and-answer supplement to this release and is posted on the company’s Web site.

Segment operating profit was $224 million for the quarter, 2% ahead of year-ago amounts, despite significant current-quarter recall, marketing and restructuring costs. Current-quarter operating profit includes $47 million of costs related to the peanut butter recall, $26 million of increased advertising and promotion investment, and $20 million of restructuring costs. Prior-year operating profit of $220 million includes $41 million of restructuring costs. The company is pleased that its progress with cost savings and product mix has allowed it to grow earnings while fueling reinvestment for the future.

Food and Ingredients Segment (30% of YTD sales)

Specialty potato, vegetable, seasoning blends, flavors, and milled grain products

sold to foodservice and commercial channels worldwide.

For the quarter, sales for the Food and Ingredients segment were $852 million, 8% ahead of last year. Each of the major operations-Lamb Weston (specialty potato products), ConAgra Mills (milled products), Gilroy Foods (vegetables) and Spicetec (seasoning blends, flavors)-posted top-line growth due to better volumes, mix and pricing.

—more—

CONAGRA FOODS

page 4

Segment operating profit was $109 million for the quarter, 36% ahead of year-ago amounts as each of the major product lines listed above posted year-over-year growth. The overall profit increase reflects the strong sales performance, as well as better mix and successful focus on cost management.

Trading and Merchandising Segment (9% of YTD sales)

Trading and merchandising agricultural commodities, fertilizer and energy worldwide.

For the quarter, sales for the Trading and Merchandising segment were $293 million, 5% ahead of year-ago amounts. Segment operating profit reached a record $62 million, 3% ahead of year-ago amounts. The sales and profit growth reflects stronger results for fertilizer operations, as well as agricultural trading and merchandising operations, and lower profits from energy trading.

International Foods Segment (5% of YTD sales)

Branded consumer products sold internationally to retail channels.

For the quarter, sales for the International Foods segment were $154 million, 3% above year-ago amounts. Largely due to better results for Canadian operations, segment operating profit of $15 million was slightly ahead of year-ago amounts despite approximately $2 million of peanut butter recall costs in the current quarter.

Other Items

• Corporate expense was $86 million for the quarter and $171 million in the year-ago period. Current quarter amounts include $5 million of benefit from a legal settlement. The year-ago period included $73 million of net expense from several items impacting comparability, summarized toward the end of this document.

• Equity method investment earnings were $10 million for the current quarter. For the same quarter last year, equity investments posted a loss of $1 million, largely driven by $9 million of impairment charges on assets the company no longer owns.

—more—

CONAGRA FOODS

page 5

• Net interest expense for the quarter was $56 million, compared with $69 million last year, primarily reflecting debt repayment.

• During the quarter, the company revised its expected tax rate for fiscal 2007 to 35% from 36%, excluding items impacting comparability; this revision resulted in a 33% effective tax rate for the quarter. The lower-than-normal tax rate provided approximately $0.01 of EPS benefit during the quarter.

Capital Items

• The company repurchased approximately 7.4 million shares of common stock during the third quarter at a total cost of approximately $197 million. At quarter-end, the company had approximately $300 million of authorized repurchases remaining under its existing share repurchase program.

• Dividends paid during the quarter totaled $91 million, versus $141 million last year.

• For the quarter, capital expenditures from continuing operations for property, plant and equipment were $147 million, compared with $54 million in the year-ago period. Depreciation and amortization expense from continuing operations was approximately $91 million for the quarter; this compares with a total of $78 million in the year-ago period.

• During the quarter, the company contributed approximately $106 million to its pension plans; fiscal year-to-date plan contributions total approximately $170 million.

• During the quarter, the company conducted an exchange offer that refinanced a portion of its outstanding long-term debt securities.

• The company exchanged approximately $200 million of its 9.75% notes due in 2021 and $300 million of its 6.75% notes due in 2011 for approximately $500 million of 5.82% notes due in 2017 and cash.

—more—

CONAGRA FOODS

page 6

• Cash payments (premium) to exchanging note holders totaled approximately $90 million; that premium is being amortized over the life of the new debt.

Outlook

Given the strong EPS to date resulting from operating progress as well as better-than-expected trading profits, the company currently expects its fiscal 2007 EPS performance to be toward the high end of the range previously cited, which is $1.28 to $1.33, including the costs of the peanut butter recall but excluding other items impacting comparability.

As the company publicly communicated on Feb. 20 in its presentation to the Consumer Analyst Group of New York (CAGNY), the company expects its sales, marketing and efficiency initiatives, along with its ongoing share repurchase program, to result in 8% to 10% annual EPS growth during the fiscal 2008 to 2010 timeframe. Those expectations exclude any items impacting comparability during the fiscal 2008 to 2010 period. The company begins fiscal 2008 on May 28, 2007. For more details regarding operating initiatives and financial expectations for the fiscal 2008 to 2010 timeframe, including targets for expanded profit margins and returns on capital, please refer to the company’s Feb. 20 CAGNY presentation, which is archived at www.conagrafoods.com/investors.

Major Items Affecting Comparability of Third-Quarter Fiscal 2007 EPS

Included in the $0.38 of diluted EPS for the third quarter of fiscal 2007 (EPS amounts rounded and after tax):

• Expense of $0.03 per diluted share, or $20 million pretax, for restructuring charges related to programs designed to reduce the company’s ongoing operating costs. These are reflected within the Consumer Foods segment (cost of goods sold of $18 million and SG&A/Other expense of $2 million).

• Benefit of $0.01 per diluted share due to a lower-than-normal tax rate.

• Benefit of $0.01 per diluted share, or $5 million pretax, due to a legal settlement, classified as SG&A expense within corporate.

• Income of $0.01 per share from discontinued operations.

• The company also notes that the recent peanut butter recall negatively impacted EPS by approximately ($0.06), or $48 million pretax, almost all of which is reflected in the results for the Consumer Foods segment.

—more—

CONAGRA FOODS

page 7

Included in the ($0.05) of diluted EPS from continuing operations for the third quarter of fiscal 2006 (EPS amounts rounded and after tax):

• Loss of $0.24 per diluted share in discontinued operations, largely due to impairment charges.

• Expense of $0.06 per diluted share, or $50 million pretax, for restructuring charges related to programs designed to reduce the company’s ongoing operating costs. These are classified as $41 million of expense within the Consumer Foods segment (cost of goods sold of $5 million and SG&A expense of $36 million) and $9 million of SG&A expense within corporate.

• Expense of $0.06 per diluted share, or $47 million pretax, for a charge related to a note receivable from Swift and Company, which is classified as SG&A expense within corporate.

• Expense of $0.02 per diluted share, or $17 million pretax, reflecting the adjustment of a litigation reserve, which is included within corporate.

• Benefit of $0.02 per diluted share due to a lower-than-normal tax rate.

• Expense of $0.02 per diluted share, or $9 million pretax, resulting from asset impairment charges associated with an equity method investment, and classified within the results of equity method investment earnings (loss); this amount is not tax-deductible.

Discussion of Results

ConAgra Foods will host a conference call at 9:30 a.m. EDT today to discuss third-quarter results. Following the company’s remarks, the call will include a question-and-answer session with the investment community. Domestic and international participants may access the conference call toll-free by dialing 1-800-819-9193 and 1-913-981-4911, respectively. No confirmation or pass code is needed. This conference call also can be accessed live on the Internet at www.conagrafoods.com/investors.

A rebroadcast of the conference call will be available after 1 p.m. EDT on March 22, 2007. To access the digital replay, a pass code will be required. Domestic participants should dial 1-888-203-1112, and international participants should dial 1-719-457-0820 and enter pass code 4051378. A rebroadcast also will be available on the company’s Web site.

—more—

CONAGRA FOODS

page 8

In addition, the company has posted a question-and-answer supplement relating to this release at www.conagrafoods.com/investors. To view recent company news, please visit www.conagrafoods.com/media.

ConAgra Foods, Inc. (NYSE:CAG), is one of North America’s leading 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, PAM, Reddi-wip and many others.

Note on Forward-Looking Statements:

This document 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 document 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, the ultimate impact of the company’s peanut butter recall, the company’s ability to execute its operating and restructuring 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 document, which speak only as of the date made.

—more—

CONAGRA FOODS

page 9

Regulation G Disclosure

Consumer Foods Segment

Below is a reconciliation of segment sales exclusive of the peanut butter business and divested business sales. Management evaluates the segment performance and trends exclusive of these items due to the non-recurring nature of the recall and the impact of divestitures. Management believes the presentation of financial results exclusive of these items facilitates investor understanding of the segment’s performance and trends.

	13 Weeks Ended
	Feb. 25, 2007		Feb. 26, 2006		Percent Change
Consumer Segment Sales Reconciliations
Sales (GAAP)*	$	1,619.0	$	1,644.4	(1.5	)%
Less: Sales of peanut butter products		13.6		37.6
Less: Refrigerated pizza sales		—		14.5
Adjusted sales	$	1,605.4	$	1,592.3	1	%

* Amount is net of reversal of approximately $16 million of sales during the quarter in accordance with GAAP.

Forward-Looking FY 07 EPS Reconciliation

Below is a reconciliation of the company’s expected fiscal year 2007 diluted earnings per share. The company’s guidance is presented including the costs of the peanut butter recall but exclusive of other items impacting comparability. Management believes that this presentation facilitates investor understanding of the company’s underlying business performance and trends.

	YTD FY07
Diluted EPS-income from continuing operations	$	0.97
Restructuring charges		0.12
Non-core asset sales		(0.03	)
After-tax benefit from sale of Malt JV		(0.02	)
Legal settlements		(0.02	)
Franchise tax resolution		(0.01	)
Unfavorable tax resolutions and changes in estimates		0.02
Diluted EPS-income from continuing operations, including peanut butter recall costs but excluding other comparability items	$	1.03

Management expects FY 07 diluted EPS of $1.28 to $1.33, including the costs of the peanut butter recall but excluding other comparability items.

—more—

CONAGRA FOODS

page 10

ConAgra Foods, Inc.

Segment Operating Results

In millions

	THIRD QUARTER
	13 Weeks Ended Feb. 25, 2007			13 Weeks Ended Feb. 26, 2006			Percent Change
SALES
Consumer Foods	$	1,619.0		$	1,644.4		(1.5)	%
Food and Ingredients		851.9			789.8		7.9	%
Trading and Merchandising		293.3			278.3		5.4	%
International Foods		154.2			149.3		3.3	%
Total		2,918.4			2,861.8		2.0	%
OPERATING PROFIT
Consumer Foods	$	224.2		$	220.2		1.8	%
Food and Ingredients		109.3			80.2		36.3	%
Trading and Merchandising		62.3			60.6		2.8	%
International Foods		14.9			14.3		4.2	%
Total operating profit for segments		410.7			375.3		9.4	%
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings (loss)
Items excluded from segment operating profit:
General corporate expense		(85.9	)		(170.6	)	(49.6)	%
Interest expense, net		(56.1	)		(68.8	)	(18.5)	%
Income from continuing operations before income taxes and equity method investment earnings (loss)	$	268.7		$	135.9		97.7	%

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

—more—

CONAGRA FOODS

page 11

ConAgra Foods, Inc.

Segment Operating Results

In millions

	THIRD QUARTER
	39 Weeks Ended Feb. 25, 2007			39 Weeks Ended Feb. 26, 2006			Percent Change
SALES
Consumer Foods	$	4,880.8		$	4,897.1		(0.3)	%
Food and Ingredients		2,569.1			2,365.6		8.6	%
Trading and Merchandising		796.0			826.9		(3.7)	%
International Foods		449.8			448.0		0.4	%
Total		8,695.7			8,537.6		1.9	%
OPERATING PROFIT
Consumer Foods	$	681.2		$	631.2		7.9	%
Food and Ingredients		333.6			268.5		24.2	%
Trading and Merchandising		116.8			146.8		(20.4)	%
International Foods		46.2			39.5		17.0	%
Total operating profit for segments		1,177.8			1,086.0		8.5	%
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings (loss)
Items excluded from segment operating profit:
General corporate expense		(267.3	)		(346.6	)	(22.9)	%
Gain on sale of Pilgrim’s Pride Corporation common stock		—			329.4		(100.0)	%
Interest expense, net		(166.2	)		(209.8	)	(20.8)	%
Income from continuing operations before income taxes and equity method investment earnings (loss)	$	744.3		$	859.0		(13.4)	%

Segment operating profit excludes general corporate expense, gain on sale of Pilgrim’s Pride Corporation common stock, equity method investment earnings (loss) and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.

—more—

CONAGRA FOODS

page 12

ConAgra Foods, Inc.

Consolidated Statements of Earnings

In millions, except per share amounts

	THIRD QUARTER
	13 Weeks Ended Feb. 25, 2007		13 Weeks Ended Feb. 26, 2006			Percent Change
Net sales	$	2,918.4	$	2,861.8		2.0	%
Costs and expenses:
Cost of goods sold		2,143.4		2,142.4		0.0	%
Selling, general and administrative expenses		450.2		514.7		(12.5)	%
Interest expense, net		56.1		68.8		(18.5)	%
Income from continuing operations before income taxes and equity method investment earnings (loss)		268.7		135.9		97.7	%
Income tax expense		91.8		37.6		144.1	%
Equity method investment earnings (loss)		9.6		(0.6	)	NA
Income from continuing operations		186.5		97.7		90.9	%
Income from discontinued operations, net of tax		6.1		(122.9	)	NA
Net income	$	192.6	$	(25.2	)	NA
Earnings per share – basic
Income from continuing operations	$	0.37	$	0.19		94.7	%
Income from discontinued operations		0.01		(0.24	)	NA
Net income	$	0.38	$	(0.05	)	NA
Weighted average shares outstanding		503.1		519.0		(3.1)	%
Earnings per share – diluted
Income from continuing operations	$	0.37	$	0.19		94.7	%
Income from discontinued operations		0.01		(0.24	)	NA
Net income	$	0.38	$	(0.05	)	NA
Weighted average share and share equivalents outstanding		506.7		520.9		(2.7)	%

—more—

CONAGRA FOODS

page 13

ConAgra Foods, Inc.

Consolidated Statements of Earnings

In millions, except per share amounts

	THIRD QUARTER
	39 Weeks Ended Feb. 25, 2007		39 Weeks Ended Feb. 26, 2006			Percent Change
Net sales	$	8,695.7	$	8,537.6		1.9	%
Costs and expenses:
Cost of goods sold		6,447.4		6,416.1		0.5	%
Selling, general and administrative expenses		1,337.8		1,382.1		(3.2	)%
Interest expense, net		166.2		209.8		(20.8	)%
Gain on sale of Pilgrim’s Pride Corporation common stock		—		329.4		(100.0	)%
Income from continuing operations before income taxes and equity method investment earnings (loss)		744.3		859.0		(13.4	)%
Income tax expense		272.4		294.7		(7.6	)%
Equity method investment earnings (loss)		24.4		(31.2	)	NA
Income from continuing operations		496.3		533.1		(6.9	)%
Income from discontinued operations, net of tax		76.3		(58.5	)	NA
Net income	$	572.6	$	474.6		20.6	%
Earnings per share – basic
Income from continuing operations	$	0.98	$	1.03		(4.9	)%
Income from discontinued operations		0.15		(0.11	)	NA
Net income	$	1.13	$	0.92		22.8	%
Weighted average shares outstanding		507.3		518.6		(2.2	)%
Earnings per share – diluted
Income from continuing operations	$	0.97	$	1.02		(4.9	)%
Income from discontinued operations		0.15		(0.11	)	NA
Net income	$	1.12	$	0.91		(23.1	)%
Weighted average share and share equivalents outstanding		510.1		520.7		(2.0	)%

—more—

CONAGRA FOODS

page 14

ConAgra Foods, Inc.

Consolidated Balance Sheets

In millions

	February 25, 2007		February 26, 2006
ASSETS
Current assets
Cash and cash equivalents	$	497.0	$	237.2
Receivables, less allowance for doubtful accounts of $24.7 and $30.2		1,194.4		1,156.1
Inventories		2,819.8		2,462.1
Prepaid expenses and other current assets		1,073.2		436.5
Current assets held for sale		—		453.7
Total current assets		5,584.4		4,745.6
Property, plant and equipment, net		2,214.4		2,291.5
Goodwill		3,440.8		3,447.5
Brands, trademarks and other intangibles, net		795.6		799.8
Other assets		245.4		404.6
Noncurrent assets held for sale		—		668.7
	$	12,280.6	$	12,357.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable	$	22.7	$	11.1
Current installments of long-term debt		21.0		420.1
Accounts payable		935.5		866.3
Advances on sales		266.4		136.3
Accrued payroll		311.4		238.9
Other accrued liabilities		1,547.6		1,218.5
Current liabilities held for sale		—		43.6
Total current liabilities		3,104.6		2,934.8
Senior long-term debt, excluding current installments		3,235.8		3,010.9
Subordinated debt		200.0		400.0
Other noncurrent liabilities		1,074.3		1,131.1
Noncurrent liabilities held for sale		—		4.4
Common stockholders’ equity		4,665.9		4,876.5
	$	12,280.6	$	12,357.7

# # #

EX-99.2

Exhibit 99.2

Q3 FY07 Question & Answer

March 22, 2007

1. What were some examples of major brands in the Consumer Foods segment posting sales growth for the quarter?

Blue Bonnet

Chef Boyardee

DAVID

Egg Beaters

Hebrew National

Hunt’s

Marie Callender’s

Manwich

Orville Redenbacher’s

PAM

Rosarita

Rotel

Snack Pack

Wolf

VanCamp’s

Sales for Slim Jim and Wesson were in line with last year’s amounts.

2. What were some examples of major brands in the Consumer Foods segment posting sales declines for the quarter?

ACT II

Banquet

Healthy Choice

Kid Cuisine

Knott’s Berry Farm

LaChoy

Libby’s

Parkay

Reddi-wip

3. What were unit volume changes for the quarter in the Consumer Foods and Food and Ingredients segments?

Consumer Foods volume declined 1%; excluding the peanut butter business and the impact of divested businesses in prior year results, volume increased 1%.

Food and Ingredients volume increased 1%.

Page 1 of 5

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

Approximately $91 million (versus approximately $78 million in Q3 2006)

5. How much was total depreciation and amortization (all types) from continuing operations for the fiscal year-to-date?

Approximately $268 million (versus $227 million through Q3 2006)

6. How much were capital expenditures from continuing operations for the quarter?

Approximately $147 million (versus approximately $54 million in Q3 2006)

7. How much were capital expenditures from continuing operations for the fiscal year-to-date?

Approximately $258 million (versus $175 million through Q3 2006)

8. What was the net interest expense for the quarter?

Approximately $56 million (versus approximately $69 million in Q3 2006)

9. What was the net interest expense for the fiscal year-to-date?

Approximately $166 million (versus approximately $210 million through Q3 2006)

10. What was corporate expense for the quarter?

Approximately $86 million, including $5 million of benefit from a legal settlement (versus approximately $171 million in Q3 2006, which included $73 million of expense from items that impact comparability).

11. How much did the company pay in dividends during the quarter?

$91 million

12. How much did the company pay in dividends fiscal year-to-date?

$276 million

13. What was the weighted average number of diluted shares outstanding for the quarter?

507 million shares

14. What were the gross margins and operating margins for the quarter ($ amounts in millions, rounded)?

Gross margin = gross profit* divided by net sales

Gross margin = $775/$2,918 = 26.6%

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

Page 2 of 5

Operating margin = $411/$2,918 = 14.1%

* Gross profit = net sales – costs of goods sold ($2,918 – $2,143 = $775)

**See third-quarter segment operating results for a reconciliation of operating profit to income from continuing operations before income taxes and equity method investment earnings (loss). Income from continuing operations before income taxes and equity method investment earnings (loss), divided by net sales = $269/$2,918 = 9.2%.

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

	Q3 FY07		Q3 FY06
Total debt*	$	3,480	$3,842
Less: Cash on hand	$	497	$ 237
Net debt total	$	2,983	$3,605

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

16. What is the net debt to total capital ratio at quarter end?

39% currently and 43% a year ago

This ratio is defined as net debt divided by the sum of net debt plus shareholder equity. See question #15 for the components of net debt.

17. How much did the company contribute to its pension plans during the quarter and how much has the company contributed to its pension plans fiscal year-to-date?

The company contributed approximately $106 million during the quarter, making the year-to-date approximately $170 million.

18. What was the effective tax rate for the quarter?

During the quarter, the company revised its expected tax rate for fiscal 2007 to 35% from 36%, excluding items impacting comparability; this revision resulted in a 33% effective tax rate for the quarter which added approximately $0.01 benefit to current quarter EPS (shown as an item impacting comparability).

19. What is the projected tax rate for the next several quarters?

The company plans for a tax rate of 35% on pretax earnings, excluding items that impact comparability.

20. What are the projected capital expenditures for fiscal 2007?

In the range of $400 million

21. What is the expected net interest expense for fiscal 2007?

Approximately $225 million

22. What was the impact of adopting FAS123R during the quarter?

Page 3 of 5

Expensing of stock options resulted in recognizing increased expense of approximately $6 million pretax.

23. Where were the third quarter’s restructuring charges classified within Consumer Foods?

Cost of goods sold—approximately $18 million

SG&A/other expense—approximately $2 million

24. Did the company repurchase any shares during the quarter?

Yes, the company repurchased approximately 7.4 million shares of common stock during the quarter at a total cost of approximately $197 million. At quarter-end, the company had approximately $300 million of authorized repurchases remaining under its existing share repurchase program.

25. As reported in the earnings release and prior releases, what are the main items in the third-quarter fiscal 2007 diluted EPS that will affect comparability with third-quarter fiscal 2006 diluted EPS?

Summary of major items included in diluted EPS of $0.38 for the third quarter of fiscal 2007	Third Quarter
	FY07
Expense related to restructuring program	$	0.03
Benefit from a lower-than-normal tax rate	$	0.01
Benefit due to a legal settlement	$	0.01
Income from discontinued operations	$	0.01
Costs related to peanut butter recall	$	0.06
Summary of major item included in diluted EPS of ($0.05) for the third quarter of fiscal 2006	Third Quarter
	FY06
Loss from discontinued operations largely due to impairment charges	$	0.24
Expense related to restructuring charges	$	0.06
Expense related to a note receivable	$	0.06
Expense reflecting the adjustment of a litigation reserve	$	0.02
Benefit from lower-than-normal tax rate	$	0.02
Impairment charges associated with an equity investment	$	0.02

26. Does the company have any comment on how the recent divestitures should impact SG&A cost reduction goals?

The company is aggressively pursuing SG&A cost reductions, particularly focusing on costs that were associated with the recently divested businesses. As part of the divestiture agreements, the company is providing some transition services to the buyers; the company will therefore not significantly change all of the applicable SG&A activities or reduce the related costs until it stops providing the services. The buyers are reimbursing the company for these services, and the company considers the amount of the reimbursement to roughly represent amounts identified for cost reduction once the services and reimbursement have stopped. Excluding reimbursement for direct pass-through costs, buyer payment to

ConAgra Foods during the fiscal 2007 third quarter was approximately $15 million for fixed-cost related items.

27. Given the changes to discontinued operations and other items in fiscal 2006 that occurred after the fourth quarter fiscal 2006 earnings release, what are the major items impacting EPS comparability for continuing operations in the fourth quarter of fiscal 2006?

Major Items Affecting Fourth-Quarter Fiscal 2006 EPS

Included in the $0.11 diluted EPS from Continuing Operations (EPS amounts rounded and after tax):

• Expense of $0.09 per diluted share, or $79 million pretax, for restructuring charges related to programs designed to reduce the company’s ongoing operating costs. These are classified as $44 million of expense within the Consumer Foods segment (Cost of Goods Sold of $15 million and SG&A expense of $29 million), $5 million of SG&A expense within the Food and Ingredients segment, and $30 million of SG&A expense within corporate.

• Expense of $0.04 per diluted share, or $36 million pretax, for a charge related to a note receivable, which is included within corporate.

• Expense of $0.05 per diluted share, or $24 million, resulting from asset impairment charges associated with an equity method investment, and classified within the results of equity method investment earnings (loss). There is no tax benefit related to these charges.

• Expense of $0.03 per diluted share, or $26 million pretax, for a charge related to early retirement of debt, which is included within corporate.

• Benefit of $0.04 per diluted share for a lower than normal tax rate.

Note on Forward-Looking Statements:

This document 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 document 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, the ultimate impact of the company’s peanut butter recall, the company’s ability to execute its operating and restructuring 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 document, which speak only as of the date made.