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

February 19, 2008

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 February 19, 2008, ConAgra Foods, Inc. (the “Company”) issued a press release regarding the content of its presentation to the Consumer Analyst Group of New York Conference. The presentation will be webcast live begining at 9:15 a.m. EST on February 19, 2008. The press release also provides information on expected financial results for the Company’s third quarter of fiscal 2008. The press release and slides used in the presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Form 8-K and incorporated herein by reference.

The presentation discusses the Company’s previously issued expectations for fiscal 2008 diluted earnings per share on an adjusted basis. Management believes this non-GAAP financial measure provides investors with a useful tool for examining the Company’s expected operational results for the year and making year-to-year comparisons.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1	Press release issued February 19, 2008
Exhibit 99.2	CAGNY 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:	February 19, 2008	By:	/s/ Colleen Batcheler
		Name:	Colleen Batcheler
		Title:	Senior Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit 99.1	Press release issued February 19, 2008
Exhibit 99.2	CAGNY Slide Presentation

EX-99.1

Exhibit 99.1

	News Release
	For more information, contact:
	Teresa Paulsen	MEDIA
	Vice President, Corporate Communication
	ConAgra Foods, Inc. tel: 402-595-5210
	Chris Klinefelter	ANALYSTS
	Vice President, Investor Relations
	ConAgra Foods, Inc. tel: 402-595-4154 www.conagrafoods.com

FOR IMMEDIATE RELEASE

CONAGRA FOODS PRESENTS BUSINESS UPDATE AT CONSUMER

CONFERENCE; FISCAL 2008 THIRD-QUARTER EPS TO BE HIGHER

THAN PLANNED

OMAHA, Neb., Feb. 19, 2008 —Today ConAgra Foods, Inc., (NYSE: CAG) will present a company update to the Consumer Analyst Group of New York at that group’s annual conference in Boca Raton, Fla. In his remarks, ConAgra Foods CEO Gary Rodkin will provide an update on the progress of the company’s key initiatives and discuss its current priorities.

Regarding its financial outlook, the company expects (excluding items impacting comparability):

• Future annual EPS growth of 8-10%.

• Sales growth exceeding 4% in the near term, and in the range of 4% over the long-term.

• Return on invested capital to exceed 12% in the near-term and to exceed 13% over the long-term.

• As previously communicated, the company considers share repurchases to be the benchmark for its capital allocation decisions and values a healthy balance sheet and strong dividend.

Regarding its Fiscal 2008 Third Quarter:

The company announced that diluted EPS from continuing operations for its fiscal 2008 third quarter, which ends Feb. 24, 2008, will be higher than planned. Previously, the company had communicated expectations for fiscal 2008 second-half EPS to be in the range of $0.70,

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CONAGRA FOODS

page 2

excluding items impacting comparability, with slightly more EPS in the fiscal third quarter than the fiscal fourth quarter. Today’s announcement regarding the fiscal third quarter is the result of stronger-than-planned performance in the company’s Trading and Merchandising segment as well as its Food and Ingredients segment. Despite improving top-line trends, results for the company’s Consumer Foods segment continue to be negatively impacted by significantly higher input costs, an expected continuation of trends seen earlier this fiscal year. As part of plans previously communicated, the company recently implemented pricing actions for a number of its consumer brands and has announced additional significant increases that will be effective in late March 2008. These actions are expected to be evident in the company’s results for the fiscal third quarter and more significantly in the fiscal fourth quarter.

Because the company has not yet completed its fiscal third quarter, and does not yet know the final details of the quarter’s performance for all of its segments, the company will wait to discuss the specifics of the quarter’s results in the earnings release and conference call scheduled for March 27, 2008. At that time the company will comment on upward revisions to full fiscal 2008 EPS guidance.

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

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CONAGRA FOODS

page 3

Note on forward-looking statements:

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 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 recalls, 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.

###

EX-99.2

Exhibit 99.2

Agenda

Agenda

Gary

Rodkin

–

Overview

Greg

Smith

–

Supply

Chain

André

Hawaux

–

Financial

Metrics

Gary Rodkin, CEO

Gary Rodkin, CEO

This release 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 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, 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 recalls, 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.

Note on Forward-Looking Statements

Note on Forward-Looking Statements

Early Focus

Vision

Culture

Wiring

Portfolio Changes

Cost

–

“Low Hanging Fruit”

Current Focus

Innovation / Renovation

Marketing Impact

Pricing

Next Wave of Productivity

“Player-Coach”

Approach

Becoming a True Operating Company that

Becoming a True Operating Company that

Delivers Sustainable, Profitable Growth

Delivers Sustainable, Profitable Growth

Consumer Foods Segment:

Consumer Foods Segment:

Sticky Innovation

Marketing Impact

Smart Pricing

Top-Line Growth Drivers

Liquid Eggs

$125 MM

Number

1

Cocoa Mix

$150 MM

Number

1

Whipped

Toppings

$125 MM

Number

2

Cooking Spray

$125 MM

Number

1

Frozen

$1.9 B

Number

2

Canned Pasta

$475 MM

Number

1

Popcorn

$425 MM

Number

1

Canned

Tomatoes

$275 MM

Number

1

Shelf Stable

Desserts

$175 MM

Number

1

Sizable Equities in Attractive Categories

Meat Snacks

$225 MM

Number

2

Meat Snacks ranking includes convenience stores

High Quality Sales Trends for Many Brands

High Quality Sales Trends for Many Brands

Chef Boyardee

Orville Redenbacher's

Greater than 5% Sales Growth:  Rolling 3-Qtr Period

Blue Bonnet

Egg Beaters

Healthy Choice

Hebrew National

Libby’s

Marie Callender's

Rosarita

Wesson

Snack Pack

Innovation Platform:

Innovation Platform:

Amazing Taste

Health & Wellness

Extreme Convenience

Key Drivers

Healthy Choice Cafe Steamers

Healthy Choice Cafe Steamers

Healthy Choice Cafe Steamers

Healthy Choice Cafe Steamers

On-Track for

$100 MM

+

Year 1

Raising the

Bar Toward

Restaurant

Quality

Meeting Strict

Health & Wellness

Guidelines

Delivering

Extreme

Convenience

Healthy Choice Cafe Steamers Ad

Video

Healthy Choice Panini

Healthy Choice Panini

Healthy Choice Meals

Healthy Choice Meals

* Includes

3

Month

Allocation

on

Café

Steamers

+ 8%

Avg Price

+ 0.3% (Measured Channels)

Mkt Share

+ 19% (All Channels)

Net Sales

Healthy Choice Meals

FY ’08 YTD* vs. Year AGO

Orville Naturals

Orville Naturals

Orville Naturals

Orville Naturals

Bold Flavors

All Natural

One-Step

Convenience

Orville Naturals Ad

Video

Hunt’s

Hunt’s

Hunt’s

Hunt’s

+ 1.7%

+ 9%

Mkt Share

+ 1.1%

Mkt Share

Net Sales

+ 5%

Net Sales

10/07 –

1/08

*

vs. Year AGO

FY ’08 YTD vs. Year AGO

Hunt’s Canned Tomatoes

* Period of Increased Advertising & New Products

Hunt’s Ad

Video

Chef Boyardee

Chef Boyardee

Chef Boyardee

Chef Boyardee

+ 2.6%

Mkt Share

+ 6.5%

Net Sales

FY ’08 YTD

Chef Boyardee

Winter 2008

Product News

6g

6g

Protein

75

40      

Calories

210mg

50mg 

Cholesterol

5g

1.5 g  

Fat

Shell Eggs (Large)

Egg Beaters with Yolk

Egg Beaters –

Egg Beaters –

Now with Yolk

Now with Yolk

Taste at Parity

with Shell Eggs

Egg Beaters Ad

Video

Orville Redenbacher’s Smart Cakes

Orville Redenbacher’s Smart Cakes

External Focus

Early Prototyping

Iterative Feedback

Final Testing

Launch

Fewer, Bigger, Better, Faster to Market

Innovation Process:

Innovation Process:

Brands –

Brands –

Categories –

Categories –

Technologies

Technologies

More Product News:

More Product News:

Game Changing Snacks

Game Changing

Meals

Fiscal Year 2009 Pipeline

Focusing on: 

•

Healthy

•

Flavor

•

All

Natural

•

Portable

Marketing Investment

Marketing Investment

Effectiveness Significantly Improving

Long-Term A&P Target:

6-7% of Sales

for

Consumer

Foods

Segment

Investment will Accelerate for High-ROI Opportunities

Pricing Actions

Pricing Actions

Latest Round Effective March 24th

–

95%+ Portfolio

–

Significant $ Impact

Very

Clear

Direction

-

Initiative

Led

by

CEO

Commercial Operations

Commercial Operations

Food & Ingredients Segment

–

Sales = $1.9 Billion

+ 13%

–

Operating Profit = $252 Million

+ 14%

Trading & Merchandising Segment

–

Sales = $873 Million

+ 74%

–

Operating Profit = $240 Million

+ 341%

Outstanding Fiscal 2008 H1 Performance

Another Key

Another Key

CAG Growth Driver

CAG Growth Driver

$2.0 Billion Annual Sales

# 1 Potato Company in

North America, # 2 Worldwide

20% International

Strong Double Digit Export

Growth Past 5 Years

Margin & ROIC Accretive

3 Year Trends

Sales 8%

+

CAGR

Trading & Merchandising

Trading & Merchandising

Fertilizer Wholesale Distribution

Grain and By-Products Merchandising

Energy and Agricultural Commodities Trading

Proactive Risk Governance & Controls

Linking

Supply

&

Demand

–

Managing

Logistical

&

Price

Risk

Organization

Organization

Direct CEO Leadership of Largest Operating Segment

Managed as One Portfolio

“Player –

Coach”

Approach

Transition in Process

Greg Smith, Supply Chain

Greg Smith, Supply Chain

Supply Chain

Supply Chain

End-To-End Initiatives to Lower Total Delivered Cost

Procurement

Manufacturing

Logistics

Customer Service

Supply Chain Priorities

Supply Chain Priorities

Safety / Quality

Customer Service

Cost Management

Biggest $ Impact

Scale & Supplier Base

Overall Equipment Effectiveness

Yield & Waste Reduction

Touches & Miles

End-To-End Initiatives

COGS Opportunities

COGS Opportunities

Logistics

$5.0 B COGS Base

Manufacturing

Procurement

$0.6 B

$1.1 B

$3.3 B

Biggest Opportunity = Consumer Foods Segment

Represents More than 50% of the Total CAG COGS Base

Example:

Example:

Procurement

Increased Contracted Volume, Less Spot Buys

Reduced Safety Stock and Obsolescence

Lower Input Delivery Costs

Manufacturing

Optimize Plant Based Run Strategies

Improved Overall Equipment Effectiveness

Logistics

Reduced Working Capital

Improved Customer Service

Vendor Supply Chain

Synchronization

$50 MM

Opportunity

Example:

Example:

Procurement

Reduces Can Varieties from 100 to 20

Enables Purchasing Leverage

Manufacturing

Fewer Changeovers

Utilize Capacity Across Multiple Regions

Logistics

Standard Pallets

Reduce Network Miles by 15%

Increase Direct Plant Shipments

$20 MM

Opportunity

Component Consolidation

and Rationalization

Logistics

Consumer Foods Cost Opportunities:

Consumer Foods Cost Opportunities:

Current View

Current View

$225 Million (4-5%)

Fiscal 2010

$225 Million (4-5%)

Fiscal 2009

$225 Million (4-5%)

Fiscal 2008

Current View of COGS

Cost Savings Potential

COGS

Inflation

for

Fiscal

‘08

is

$400

Million,

or

>

8%

Approaching $5.0 Billion in Annual COGS

Procurement

Manufacturing

Source of Savings

$275 Million Achieved in Fiscal 2007

André

André

Hawaux, EVP & CFO

Hawaux, EVP & CFO

Financial Outlook

Financial Outlook

Financial Outlook: Sales, EPS and ROIC

Financial Outlook: Sales, EPS and ROIC

12% +

8% -

10%

4% +

Near Term

13% +

ROIC

8% -

10%

EPS

4%

Sales

Long Term

New Guidance

All EPS and ROIC guidance discussed in this presentation excludes items impacting

comparability. The inability to predict the timing and amount of

future items impacting

comparability makes a detailed reconciliation of projections impracticable.

Sales: 4% +

Financial Outlook

Financial Outlook

Innovation

Strong Performance in Food & Ingredients

Accelerated Pricing

More Effective A&P Spend

–

Target

6-7% of Consumer Foods Sales

Financial Outlook

Financial Outlook

List Pricing

Trade Spend Effectiveness

Portfolio Management / Mix

Accelerated Pricing:

Financial Outlook

Financial Outlook

Mix –

Innovation is Gross Margin Accretive

Productivity

–

COGS: $225 MM / YR Consumer Foods segment

Ultimate Margin Impact Depends on Inflation

–

SG&A: Zero Growth for “Core Overhead”

SAP as an Enabler

Capital Allocation

Key Items Driving 8-10% EPS Growth from 4%+ Sales Growth

Financial Outlook

Financial Outlook

CAPEX

$450 MM Per Year

–

Quality / Food Safety

–

Innovation

–

Productivity

Depreciation

$350 MM Per Year

Share Buyback Remains Benchmark for Capital Allocation

–

$500 MM Authorization

Summary

Summary

More Balanced Algorithm

–

Higher Sales Growth Expectations

–

Mix

–

Productivity

–

G&A Initiatives

–

Capital Allocation

Long Term EPS Goals Unchanged : 8-10% EPS Growth*

–

Assumes normal (

$200 mm/yr) Trading & Merchandising profits

–

Unusually high T&M Profits normalized in determining EPS base yr-to-yr

CAG expects 8-10% EPS growth long-term after normalizing high

T&M profits

* Excluding items impacting comparability.

Summary

Summary

Today’s News Release : Q3 2008 Better than Planned

–

Very strong Trading & Merchandising results

–

Food & Ingredients momentum also ahead of expectations

–

As expected, Consumer Foods margin pressure

Pricing benefit starting to show in Q3, more in Q4

Solid Q3 volumes

Input cost increases continue to be high

–

Q3 EPS Strength = Upside to $1.55

+

FY 2008 EPS*

–

Q3 Not Yet Closed & Increased Investment Levels TBD

–

Details on March 27 (Earnings Release)

*

Excluding items impacting comparability, see Appendix C.

Margin

%

Goals

and

Margin

$

Goals

Very

Different in

an Inflationary Environment

CAG Commitment to $ Growth.

Margin % Goals Relevant at Later Date.

42%

50%

Profit Margin %

After Inflation

& Pricing

Before Inflation

& Pricing

10%

$ Profit Growth

$1.10

$1.00

Profit $

$1.50

$1.00

Costs

$2.60

$2.00

Sales

Example:

Appendix A: Margin % Goals

Appendix A: Margin % Goals

$

Profit Grows,

%

Erodes

Appendix B:

Appendix B:

Consumer COGS –

Consumer COGS –

Major Components

Major Components

Logistics

$5.0 B COGS Base

Manufacturing

Procurement

$0.6 B

$1.1 B

$3.3 B

Proteins

20.0% 

Fats and Oils

15.0% 

Dairy

5.0%  

Grains and Other Ingredients

10.0% 

Seeds and Nuts

5.0%   

Fruits, Vegetables, Legumes

10.0% 

Sweeteners, Starches, Other

5.0%  

Packaging

30.0% 

Appendix C: Regulation G

Appendix C: Regulation G

Fiscal 2008 EPS Reconciliation for Regulation G purposes

Quarter 1

Quarter 2

Fiscal Year

Total

Diluted EPS from Continuing Operations, rounded

0.36

$        

0.50

$        

Items Impacting Comparability:

Benefit from Restructuring Charges

(0.02)*

Peter Pan Recall Costs

0.01 *

Non-Operating Gain on Merger

(0.01)*

Benefit of Lower than Normal Tax Rate

(0.01)*

Banquet Pot Pie Recall Costs

0.03

***

Additional

company

commentary

will

be

provided

on

upward

revisions

to

full

fiscal

2008

EPS

guidance

at

the

company's 

third

quarter

conference

call

scheduled

for

March

27,

2008.

**

**

** The

timing

and

amount

of

items

impacting

comparability

cannot

be

determined

at

this

time.

Diluted EPS Excluding items impacting comparability

$         0.34

$         0.53

Above

$1.55***

Quarters 3 & 4

* Items affecting comparability are each rounded to the nearest penny; the sum of items will not equal $0.34 due to rounding.

Above $0.70 total***