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 6, 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 7.01 Regulation FD Disclosure

On September 6, 2007, ConAgra Foods, Inc. (the “Company”) will make a presentation to the Lehman Brothers Back-to-School Consumer Conference beginning at 9:45 a.m. EDT. The Company’s slides for this webcasted event are furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. During the event, the Company intends to confirm previously issued expectations for fiscal 2008 diluted EPS, excluding items impacting comparability, in the range of $1.48. The Company also intends to confirm previously issued expectations that sales for the fiscal 2008 to 2010 timeframe will reflect a 2 to 3% annual growth rate and that diluted EPS for the fiscal 2009 to 2010 timeframe will reflect an 8 to 10% annual growth rate, excluding items impacting comparability.

The presentation contains the non-GAAP financial measures of fiscal 2007 sales for the Company’s “priority investment” and “enabler” brands on an adjusted basis. Management believes these metrics provide a useful measure for investors examining the Company’s sales results for key brands during the previous fiscal year and enables a better understanding of underlying business trends.

This document contains forward-looking statements. 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, the Company’s ability to execute its operating and restructuring plans, 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, 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1. Slide Presentation

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 6, 2007	By:	/s/ Colleen Batcheler
		Name:	Colleen Batcheler
		Title:	Vice President, Chief Securities Counsel and Corporate Secretary

Exhibit Index

Exhibit 99.1 Slide Presentation

EX-99.1

Lehman Bros. Back-To-School

Consumer Conference

September 6, 2007

Exhibit 99.1

Top Line Initiatives:  Today’s Panel

•

Dean Hollis

•

President & Chief Operating Officer,

Consumer Foods & International

•

Doug Knudsen

•

President, Sales

•

Al Bolles, Ph.D.

•

Executive Vice President, Research,

Quality & Innovation

Note on Forward-Looking Statements

This

presentation

contains

forward-looking

statements.

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,

the

company’s

ability

to

execute

its

operating

and

restructuring

plans,

availability

and

prices

of

raw

materials,

product

pricing,

competitive

environment

and

related

market

conditions,

operating

efficiencies,

the

ultimate

impact

of

the

recent

product

recall,

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.

The NEW

ConAgra Foods

A true operating company

that delivers

sustainable,

profitable growth.

Our Vision

company

growing

by nourishing lives

and finding a better way today

…one bite at a time!

“Must Do’s”

1.

Rewire…to unleash a better way

2.

Attack Cost Structure and Enhance Margins…

to fund growth

3.

Optimize the Portfolio…to drive return on investment

4.

Innovate…to achieve sustainable growth

5.

Exceed Customer and Consumer Expectations…

to deliver the promise

6.

Nourish Our People…to build a winning culture

“Must Do’s”

–

Significant Progress in Fiscal 2007

1.

Rewire…to unleash a better way

2.

Attack Cost Structure and Enhance Margins…

to fund growth

3.

Optimize the Portfolio…to drive return on investment

4.

Innovate…to achieve sustainable growth

5.

Exceed Customer and Consumer Expectations…

to deliver the promise

6.

Nourish Our People…to build a winning culture

“Must Do’s”

–

Focus Areas for Fiscal 2008

1.

Rewire…to unleash a better way

2.

Attack Cost Structure and Enhance Margins…

to fund growth

3.

Optimize the Portfolio…to drive return on investment

4.

Innovate…to achieve sustainable growth

5.

Exceed Customer and Consumer Expectations…

to deliver the promise

6.

Nourish Our People…to build a winning culture

Main Elements of Top Line Growth Initiatives

•

Grow the Core

More and Better Marketing, Channel Expansion

•

Manage the Mix

Brand Prioritization, Gold Store Initiative

•

Add More

Innovation Pipeline Started Summer ’07

Grow the Core

•

~$100 Million Increase

in A&P for ‘07

-

Increased by a third

-

At FYE, ~6% Sales

-

Effectiveness Factor

•

Focused On Core Equities Such As:

Chef Boyardee

Marie Callender’s

Hebrew National

Slim Jim

Orville Redenbacher’s

Healthy Choice

Fiscal 2007

Domestic Sales

+ 5%

as a Group

0%

1%

2%

3%

4%

5%

6%

2005

2006

2007

Consumer A&P as a % Sales

Grow the Core

Superior Marketing / Excellent Execution

•

Insight:

“Consumers Don’t Know Kosher”

•

Advertising Effectiveness Index:

Achieved 237

vs. Standard of 130

•

Gold Store Distribution

Grew from 4.5%

to 28%

Sales +8% in Fiscal 2007

ConAgra Foods:  Manage the Mix

•

Brand Segmentation

–

“Priority Investment”

vs. “Enabler”

–

“Enabler”

brands used for leverage

–

Priority Investment +4%*, Enabler +7%*

Q4 Sales 2007 (ongoing business)

•

Gold Store Initiative

–

Drive Categories

–

Shelf Placement

–

Assortment / Mix

75%

25%

Priority Investment Brands

Enabler Brands

*Please refer to Appendix for Reg

G reconciliation

Manage the Mix –

Gold Store Update

19% Increase During Fiscal 2007

6.9%

9.5%

29.1%

5.5%

5.2%

2.3%

8.8%

1.7%

43.3%

23.7%

37.2%

26.4%

26.0%

11.5%

14.2%

6.1%

0.9%

5.0%

18.9%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

Total CAG

Canned Pasta

Liquid Eggs

Cooking Spray

Canned

Tomatoes

Hot Dogs

Whipped

Topping

Sloppy Joe

Sauce

Microwave

Popcorn

Meat Snacks

FY07 End

FY07 Start

25.8%

All categories increased distribution; 80%

exceeded goals

52.8%

52.8%

42.7%

31.6%

28.3%

20.3%

19.2%

6.1%

2.3%

TECHNOLOGY

CATEGORIES

TRENDS

BRANDS

Add More = Innovation

Quality, Health & Wellness, Convenience

Healthy Choice Steamers

Insights & Elements

Steaming = “Fresh & Healthy”

Patented Tray     One Step, Less Time

Blank for Commercial

Healthy Choice Panini’s

Insights & Elements

Whole Grain     Crispy Bread     Protein Content     Patented Tray

Blank for Commercial

Blank for Commercial

Orville Redenbacher’s Naturals

Insights & Elements

Gourmet Flavors     All Natural     One Step Convenience

Chef Boyardee Mac & Cheese

Insights & Elements

91% Overlap Between Chef Users and Mac & Cheese Category

Real Cheese, Calcium     Convenient

Blank for Commercial

Main Elements of Top Line Growth Initiatives

•

Grow the Core

More and Better Marketing, Channel Expansion

•

Manage the Mix

Brand Prioritization, Gold Store Initiative

•

Add More

Innovation Pipeline Started Summer ’07

Non-GAAP Reconciliation

(Dollars in millions)

% 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)

% 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

%

Consumer Foods Segment Adjusted Net Sales

Reconciliation for Regulation G Purposes

Q4 FY07

Q4 FY06

Q4 FY07

Q4 FY06