8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

June 27, 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 June 27, 2007, ConAgra Foods, Inc. issued a press release and posted a question and answer document on its website containing information on fourth 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 June 27, 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: June 27, 2007	By:	/s/ André Hawaux
	Name:	André Hawaux
	Title:	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit 99.1 Press release issued June 27, 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 FOURTH-QUARTER EPS; EXPECTS

STRONG SALES AND EPS PERFORMANCE IN FISCAL 2008

OMAHA, Neb., June 27, 2007 — ConAgra Foods, Inc. (NYSE: CAG), one of North America’s leading packaged food companies, today reported results for the fiscal 2007 fourth quarter ended May 27, 2007. Fourth-quarter diluted EPS from continuing operations was $0.38, which includes $0.02 per diluted share of costs related to the recent peanut butter recall and $0.01 per diluted share of benefit from a lower-than-expected tax rate. Items impacting comparability are detailed toward the end of this release.

“I congratulate our team on a very strong finish to the fiscal year,” said Gary Rodkin, chief executive officer of ConAgra Foods. “Record trading and merchandising profits, as well as continued progress with cost-saving initiatives, have allowed us to increase marketing investments substantially and offset inflation while delivering strong EPS this quarter. I am also pleased with accelerating sales performance for key brands within the Consumer Foods segment, and am confident that our increased marketing investment and innovation pipeline have set a solid foundation for fiscal 2008.”

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Consumer Foods Segment (54% of Fiscal 2007 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, roughly equal to year-ago amounts due to the effects of the recent peanut butter recall and the divestiture of a refrigerated pizza business. Excluding the peanut butter business in current and prior-year results, as well as amounts in the year-ago period from a business since divested, sales increased 3%. See page 9 for Regulation G reconciliations.

• The segment’s unit volumes were flat; excluding the peanut butter business in current and prior-year results and the impact of a divested business in prior-year results, volume increased 3% in the current quarter.

• Sales for the company’s priority investment brands as a whole, which represented approximately 75% of segment sales, increased 2%. Excluding Peter Pan peanut butter sales in current and prior-year results, overall sales for priority investment brands increased 4%. In particular, Chef Boyardee, Egg Beaters, Hebrew National, Kid Cuisine, Marie Callender’s, Orville Redenbacher’s, Slim Jim, and Snack Pack posted strong sales gains.

• With regard to the remaining portions of the segment:

• Sales for the remaining branded products increased 1%; the increase was 7% after excluding prior-year contribution from a refrigerated pizza business that was divested in the second quarter of fiscal 2007.

• Sales for private label and other operations, which represent the smallest portion of the segment, declined 12%. Excluding the impact of the peanut butter business in current and prior-year results, sales for private label and other operations declined 9%.

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

Segment operating profit was $167 million for the quarter, below year-ago amounts primarily due to $57 million of increased advertising and promotion investment as well as $17 million of peanut butter recall costs in the current period. The increased advertising and promotion investment is part of the company’s plans for setting the foundation for profitable growth in fiscal 2008. The company’s cost-saving initiatives essentially offset increased input costs; as expected, this contrasts with results earlier in the fiscal year when cost savings exceeded comparatively modest input cost inflation, which provided substantial net benefit to gross profits. Prior-year operating profit of $197 million includes $44 million of restructuring costs.

Innovation Pipeline

New product introductions are the initial output from the company’s focus on establishing a high-quality innovation pipeline. These include Healthy Choice Café Steamers, Healthy Choice Paninis, new flavors of Healthy Choice soups, Hunt’s Fire Roasted Diced Tomatoes, Orville Redenbacher’s Smart Pop! Low Sodium, Orville Redenbacher’s Naturals, Swiss Miss Pudding Mousse Delights, Chef Boyardee Mac & Cheese, PAM Professional, and Fleischmann’s and Parkay Soft Spreads. A number of these products are already in the market and are generating favorable customer and consumer feedback that confirms the company’s assessment of their potential. The new products, along with additional new products planned for the balance of fiscal 2008 and beyond, are expected to support future sales growth and margin expansion.

Food and Ingredients Segment (29% of Fiscal 2007 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 $913 million, 11% ahead of last year. Each of the segment’s 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. Lamb Weston continued to show volume

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growth as it capitalized on opportunities with key customers. ConAgra Mills’ strong sales gains largely reflected higher flour prices driven by increased wheat costs.

Segment operating profit was $105 million for the quarter, ahead of $95 million last year, which included $5 million of restructuring charges. The overall comparable profit increase reflects strong sales performance that was partly offset by higher raw material costs.

Trading and Merchandising Segment (12% of Fiscal 2007 sales)

Trading and merchandising agricultural commodities, fertilizer and energy worldwide.

For the quarter, sales for the Trading and Merchandising segment were $659 million, significantly higher than the $359 million reported last year. Segment operating profit for the quarter reached a record $200 million, almost five times year-ago amounts. Energy trading and fertilizer operations reported their highest quarterly profit ever by successfully capitalizing on the market environment. The quarter’s profits from merchandising agricultural commodities also showed a year-over-year increase. The company considers this level of overall segment profitability to be extraordinary, and plans for fiscal 2008 profitability from this segment to be significantly lower than fiscal 2007 levels.

International Foods Segment (5% of Fiscal 2007 sales)

Branded consumer products sold internationally to retail channels.

For the quarter, sales for the International Foods segment were $156 million, in line with year-ago amounts. Strong results for popcorn, tomatoes, and other priority investment products, primarily in Canada and Mexico, were largely offset by discontinuing certain low-margin items. The year-over-year sales comparison was also negatively impacted by distribution gains associated with the introduction of popcorn into the Japanese market in the year-ago period.

Segment operating profit of $17 million was $5 million below prior-year amounts, primarily due to increased advertising and promotion investment.

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Capital and Other Items

• Corporate expense was $169 million for the quarter and $209 million in the year-ago period.

• Equity method investment earnings were $20 million for the current quarter. For the same quarter last year, equity investments posted a loss of $18 million due to $24 million of impairment charges on equity investments the company no longer owns.

• Net interest expense for the quarter was $59 million, compared with $62 million last year.

• The company repurchased approximately 8.6 million shares of common stock during the fourth quarter at a total cost of approximately $214 million. During fiscal 2007, the company repurchased approximately 24.3 million of its shares for approximately $615 million. At year-end, the company had $88 million of authorized repurchases remaining under its existing share repurchase program.

• Dividends paid during the quarter totaled $90 million, versus $142 million last year.

• For the quarter, capital expenditures from continuing operations for property, plant and equipment were $172 million, compared with $89 million in the year-ago period. The company increased capital expenditures in the fourth quarter as it made accelerated investments to implement quality initiatives and ongoing efficiency programs in its manufacturing and logistics networks. Depreciation and amortization expense from continuing operations was approximately $78 million for the quarter; this compares with a total of $84 million in the year-ago period.

• The total cost of the peanut butter recall in fiscal 2007 was approximately $66 million pretax, or $0.08 per diluted share. $48 million pretax was incurred in the third quarter and approximately $18 million pretax was incurred in the fourth quarter.

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Financial Outlook

The company expects strong sales and EPS performance in fiscal 2008 due to the innovation, marketing, pricing, and cost-saving initiatives under way. Third-party EPS consensus for the company’s fiscal 2008 is currently $1.48 and is assumed to exclude items impacting comparability; the company views a diluted EPS estimate for fiscal 2008 in the range of $1.48 to be appropriate, excluding items impacting comparability. The company notes that it does not expect the unusually strong Trading and Merchandising profits earned in the second half of fiscal 2007 to continue at those levels in 2008.

Major Items Affecting Comparability of Fourth-quarter Fiscal 2007 EPS

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

• Costs resulting from the recent peanut butter recall negatively impacted EPS by approximately $0.02, or $18 million pretax, almost all of which is reflected within the Consumer Foods segment ($5 million impact on Gross Profit, $12 million impact on SG&A).

• Benefit of approximately $0.01 per diluted share from a slightly lower-than-expected tax rate.

Included in the $0.11 of diluted EPS from continuing operations for the fourth quarter of fiscal 2006 (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 ($15 million within Cost of Goods Sold and $29 million within SG&A expense), $5 million of expense within the Food and Ingredients segment (SG&A expense), and $30 million of corporate expense.

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

• 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 investments. 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 in corporate expense.

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• Benefit of $0.04 per diluted share from a lower-than-expected tax rate.

Discussion of Results

ConAgra Foods will host a conference call at 8:30 a.m. EDT today to discuss fourth-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 1-866-575-6540 and 1-913-312-1240, respectively. No confirmation or pass code is needed. This conference call also can be accessed live on the Internet at www.conagrafoods.com by clicking on the Investors link.

A rebroadcast of the conference call will be available after 1 p.m. EDT today. 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 2465886. A rebroadcast also will be available on the company’s Web site.

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

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.

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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.

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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.

Consumer Foods Segment Adjusted Net Sales

Reconciliation for Regulation G Purposes

(Dollars in millions)	Q4 FY07		Q4 FY06			% Change
Consumer Foods Net Sales	$	1,604	$	1,607		0	%
Peter Pan Net Sales		2		(28	)
Refrigerated Pizza Business Net Sales		—		(13	)
Private Label Peanut Butter Net Sales		—		(7	)
Adjusted Consumer Foods Net Sales	$	1,606	$	1,559		3	%
(Dollars in millions)	Q4 FY07		Q4 FY06			% Change
Priority Investment Brands Net Sales	$	1,188	$	1,170		2	%
Peter Pan Net Sales		2		(28	)
Priority Investment Brands Adjusted Net Sales	$	1,190	$	1,142		4	%
(Dollars in millions)	Q4 FY07		Q4 FY06			% Change
Non-Priority Investment Brands Net Sales	$	238	$	235		1	%
Refrigerated Pizza Business Net Sales		—		(13	)
Non-Priority Investment Brands Adjusted Net Sales	$	238	$	222		7	%
(Dollars in millions)	Q4 FY07		Q4 FY06			% Change
Private Label & Other Ops Net Sales	$	178	$	202		-12	%
Private Label Peanut Butter Net Sales		—		(7	)
Private Label & Other Ops Adjusted Net Sales	$	178	$	195		-9	%

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Consumer Foods Segment Adjusted Net Sales

Reconciliation for Regulation G Purposes

(Dollars in millions)	FY07			FY06			% Change
Consumer Foods Net Sales	$	6,485		$	6,504		0	%
Peter Pan Net Sales		(72	)		(120	)
Refrigerated Pizza Business Net Sales		(17	)		(59	)
Private Label Peanut Butter Net Sales		(20	)		(27	)
Adjusted Consumer Foods Net Sales	$	6,376		$	6,298		1	%
(Dollars in millions)	FY07			FY06			% Change
Priority Investment Brands Net Sales	$	4,867		$	4,798		1	%
Peter Pan Net Sales		(72	)		(120	)
Priority Investment Brands Adjusted Net Sales	$	4,795		$	4,678		3	%
(Dollars in millions)	FY07			FY06			% Change
Non-Priority Investment Brands Net Sales	$	907		$	912		-1	%
Refrigerated Pizza Business Net Sales		(17	)		(59	)
Non-Priority Investment Brands Adjusted Net Sales	$	890		$	853		4	%
(Dollars in millions)	FY07			FY06			% Change
Private Label & Other Ops Net Sales	$	711		$	794		-10	%
Private Label Peanut Butter Net Sales		(20	)		(27	)
Private Label & Other Ops Adjusted Net Sales	$	691		$	767		-10	%

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ConAgra Foods, Inc.

Segment Operating Results

In millions

	FOURTH QUARTER
	13 Weeks Ended			13 Weeks Ended			Percent Change
	May 27, 2007			May 28, 2006
SALES
Consumer Foods	$	1,604.5		$	1,607.3		(0.2	)%
Food and Ingredients		912.6			823.0		10.9	%
Trading and Merchandising		659.2			358.9		83.7	%
International Foods		156.2			155.2		0.6	%
Total		3,332.5			2,944.4		13.2	%
OPERATING PROFIT
Consumer Foods	$	166.7		$	197.1		(15.4	)%
Food and Ingredients		105.0			95.1		10.4	%
Trading and Merchandising		200.3			42.0		376.9	%
International Foods		17.2			22.6		(23.9	)%
Total operating profit for segments		489.2			356.8		37.1	%
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		(169.0	)		(208.7	)	(19.0	)%
Interest expense, net		(59.4	)		(62.2	)	(4.5	)%
Income from continuing operations before income taxes and equity method investment earnings (loss)	$	260.8		$	85.9		203.6	%

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.

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ConAgra Foods, Inc.

Segment Operating Results

In millions

	YEAR TO DATE
	52 Weeks Ended			52 Weeks Ended			Percent Change
	May 27, 2007			May 28, 2006
SALES
Consumer Foods	$	6,485.3		$	6,504.4		(0.3	)%
Food and Ingredients		3,481.7			3,188.6		9.2	%
Trading and Merchandising		1,455.2			1,185.8		22.7	%
International Foods		606.0			603.2		0.5	%
Total		12,028.2			11,482.0		4.8	%
OPERATING PROFIT
Consumer Foods	$	847.9		$	828.3		2.4	%
Food and Ingredients		438.6			363.6		20.6	%
Trading and Merchandising		317.1			188.8		68.0	%
International Foods		63.4			62.1		2.1	%
Total operating profit for segments		1,667.0			1,442.8		15.5	%
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		(436.3	)		(555.3	)	(21.4	)%
Gain on sale of Pilgrim’s Pride Corporation common stock		—			329.4		(100.0	)%
Interest expense, net		(225.6	)		(272.0	)	(17.1	)%
Income from continuing operations before income taxes and equity method investment earnings (loss)	$	1,005.1		$	944.9		6.4	%

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.

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ConAgra Foods, Inc.

Consolidated Statements of Earnings

In millions, except per-share amounts

	FOURTH QUARTER
	13 Weeks Ended		13 Weeks Ended			Percent Change
	May 27, 2007		May 28, 2006
Net sales	$	3,332.5	$	2,944.4		13.2	%
Costs and expenses:
Cost of goods sold		2,442.3		2,242.5		8.9	%
Selling, general and administrative expenses		570.0		553.8		2.9	%
Interest expense, net		59.4		62.2		(4.5	)%
Income from continuing operations before income taxes and equity method investment earnings (loss)		260.8		85.9		203.6	%
Income tax expense		93.3		11.3		725.7	%
Equity method investment earnings (loss)		20.0		(18.4	)	NA
Income from continuing operations		187.5		56.2		233.6	%
Income from discontinued operations, net of tax		4.5		3.0		50.0	%
Net income	$	192.0	$	59.2		224.3	%
Earnings per share – basic
Income from continuing operations	$	0.38	$	0.11		245.5	%
Income from discontinued operations		0.01		—		100.0	%
Net income	$	0.39	$	0.11		254.5	%
Weighted average shares outstanding		494.9		517.0		(4.3	)%
Earnings per share – diluted
Income from continuing operations	$	0.38	$	0.11		245.5	%
Income from discontinued operations		0.01		—		100.0	%
Net income	$	0.39	$	0.11		254.5	%
Weighted average share and share equivalents Outstanding		498.2		519.1		(4.0	)%

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ConAgra Foods, Inc.

Consolidated Statements of Earnings

In millions, except per-share amounts

	YEAR TO DATE
	52 Weeks Ended		52 Weeks Ended			Percent Change
	May 27, 2007		May 28, 2006
Net sales	$	12,028.2	$	11,482.0		4.8	%
Costs and expenses:
Cost of goods sold		8,889.7		8,658.6		2.7	%
Selling, general and administrative expenses		1,907.8		1,935.9		(1.5	)%
Interest expense, net		225.6		272.0		(17.1	)%
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)		1,005.1		944.9		6.4	%
Income tax expense		365.7		306.0		19.5	%
Equity method investment earnings (loss)		44.4		(49.6	)	NA
Income from continuing operations		683.8		589.3		16.0	%
Income from discontinued operations, net of tax		80.8		(55.5	)	NA
Net income	$	764.6	$	533.8		43.2	%
Earnings per share – basic
Income from continuing operations	$	1.36	$	1.14		19.3	%
Income from discontinued operations		0.16		(0.11	)	NA
Net income	$	1.52	$	1.03		47.6	%
Weighted average shares outstanding		504.2		518.1		(2.7	)%
Earnings per share – diluted
Income from continuing operations	$	1.35	$	1.13		19.5	%
Income from discontinued operations		0.16		(0.10	)	NA
Net income	$	1.51	$	1.03		46.6	%
Weighted average share and share equivalents outstanding		507.1		520.2		(2.5	)%

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ConAgra Foods, Inc.

Consolidated Balance Sheets

In millions

	May 27, 2007		May 28, 2006
ASSETS
Current assets
Cash and cash equivalents	$	735.2	$	331.6
Receivables, less allowance for doubtful accounts of $25.5 and $27.8		1,203.1		1,178.1
Inventories		2,348.5		2,130.6
Prepaid expenses and other current assets		719.2		889.0
Current assets held for sale		—		261.0
Total current assets		5,006.0		4,790.3
Property, plant and equipment, net		2,321.2		2,268.4
Goodwill		3,446.9		3,445.6
Brands, trademarks and other intangibles, net		776.0		799.5
Other assets		285.4		233.5
Noncurrent assets held for sale		—		433.1
	$	11,835.5	$	11,970.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable	$	21.3	$	10.0
Current installments of long-term debt		18.2		421.1
Accounts payable		1,108.1		867.6
Advances on sales		100.3		103.2
Accrued payroll		336.1		310.8
Other accrued liabilities		1,096.9		1,247.5
Current liabilities held for sale		—		4.6
Total current liabilities		2,680.9		2,964.8
Senior long-term debt, excluding current installments		3,220.0		2,754.8
Subordinated debt		200.0		400.0
Other noncurrent liabilities		1,151.7		1,197.6
Noncurrent liabilities held for sale		—		3.2
Common stockholders’ equity		4,582.9		4,650.0
	$	11,835.5	$	11,970.4

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EX-99.2

Exhibit 99.2

Q4 FY07 Question & Answer

June 27, 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

Kid Cuisine

Libby’s

Marie Callender’s

Manwich

Orville Redenbacher’s

Reddi-wip

Rosarita

Slim Jim

Snack Pack

Wesson

Sales for Hunt’s, PAM, Healthy Choice and Banquet 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

Knott’s Berry Farm

LaChoy

Parkay

Rotel

VanCamp’s

Wolf

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

Consumer Foods volume was flat; excluding the peanut butter business and the impact of divested businesses in prior year results, volume increased 3%.

Food and Ingredients volume increased 3%.

Page 1 of 5

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

Approximately $78 million (versus approximately $84 million in Q4 2006)

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

Approximately $346 million (versus $311 million through Q4 2006)

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

Approximately $172 million (versus approximately $89 million in Q4 2006)

7. How much were capital expenditures from continuing operations for the full fiscal year?

Approximately $425 million (versus $263 million through Q4 2006)

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

Approximately $59 million (versus approximately $62 million in Q4 2006)

9. What was the net interest expense for the full fiscal year?

Approximately $226 million (versus approximately $272 million for fiscal year 2006)

10. What was corporate expense for the quarter and full fiscal year?

Approximately $169 million for the quarter (versus approximately $209 million in Q4 2006, which included $93 million of expense from items that impact comparability)

Approximately $436 million for the full fiscal year (versus approximately $555 million in fiscal year 2006)

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

Approximately $90 million

12. How much did the company pay in dividends for the full fiscal year?

Approximately $367 million

13. What was the weighted average number of diluted shares outstanding for the quarter and full fiscal year (rounded)?

498 million shares for the quarter / 507 million shares for the full fiscal year

14. What was the actual number of shares outstanding at end of fiscal year 2007 (rounded)?

490 million shares

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15. 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 = $890/$3,333 = 26.7%

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

Operating margin = $489/$3,333 = 14.7%

* Gross profit = net sales – costs of goods sold ($3,333 – $2,443 = $890)

** See fourth-quarter segment operating results for a reconciliation of operating profit to income from continuing operations before income taxes and equity method investment earnings (loss). Income from continuing operations before income taxes and equity method investment earnings (loss), divided by net sales = $261/$3,333 = 7.8%.

16. What was the company’s total advertising and promotion expense from continuing operations for fiscal year 2007? How much does the Consumer Foods advertising and promotion expense represent as a percentage of Consumer Foods sales for fiscal year 2007?

Total advertising and promotion expense from continuing operations amounted to approximately $452 million in fiscal year 2007 (versus approximately $335 million in fiscal year 2006).

Total Consumer Foods advertising and promotion expense amounted to approximately $373 million in fiscal year 2007, representing 5.7% of total fiscal year 2007 Consumer Foods sales (versus approximately $280 million in fiscal year 2006, representing 4.3% of total fiscal year 2006 Consumer Foods sales).

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

	Q4 FY07		Q4 FY06
Total debt*	$	3,459	$	3,586
Less: Cash on hand	$	735	$	332
Net debt total	$	2,724	$	3,254

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

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

37% currently and 41% a year ago

This ratio is defined as net debt divided by the sum of net debt plus shareholder equity. See question #17 for the components of net debt.

19. How much did the company contribute to its pension plans during fiscal year 2007?

Approximately $173 million

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

The effective tax rate for the quarter was 33%, slightly lower than the normal rate of 35%. The company lists $0.01 per diluted share of benefit from a lower than expected tax rate as an item impacting comparability for the quarter.

21. What is the projected tax rate for fiscal year 2008?

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

22. What are the projected capital expenditures for fiscal 2008?

$425 million to $450 million

23. What is the expected net interest expense for fiscal 2008?

$240 million to $250 million

24. What was the impact of expensing stock options in accordance with FAS123R for the full fiscal year?

Approximately $21 million pre-tax

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

Yes, the company repurchased approximately 8.6 million shares of common stock during the quarter at a total cost of approximately $214 million. At quarter-end, the company had approximately $88 million of authorized repurchases remaining under its existing share repurchase program.

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

Summary of major items included in diluted EPS of $0.38 from continuing operations for the fourth quarter of fiscal 2007

	Fourth Quarter FY07
Costs related to peanut butter recall	$	0.02
Benefit from a lower-than-normal tax rate	$	0.01

Summary of major items included in diluted EPS of $0.11 from continuing operations for the fourth quarter of fiscal 2006

	Fourth Quarter FY06
Expense related to restructuring charges	$	0.09
Impairment charges associated with an equity investment	$	0.05
Expense related to a note receivable	$	0.04
Benefit from lower-than-normal tax rate	$	0.04
Expense related to early debt retirement	$	0.03

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27. Does the company have any comment on how the recent divestitures relate to 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 payments to ConAgra Foods during the entire 2007 fiscal year were approximately $23 million for fixed-cost related items, approximately $8 million of which was received in the fourth quarter of fiscal year 2007. The 2007 fiscal year amount reflects a revision to the amount disclosed in the third quarter earnings release.

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.

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