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 21, 2012

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) 240-4000

(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 21, 2012, ConAgra Foods, Inc. (the “Company”) issued a press release and posted a question and answer document (“Q&A”) on its website containing information on the Company’s fourth quarter fiscal 2012 financial results. The press release and Q&A are furnished with this Form 8-K as exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

The press release and Q&A include the non-GAAP financial measures of diluted earnings per share adjusted for items impacting comparability; adjusted operating profit for the Consumer Foods segment; adjusted unallocated corporate expense; and net debt. Management considers GAAP financial measures as well as such non-GAAP financial information in its evaluation of the Company’s financial statements and believes these non-GAAP measures provide useful supplemental information to assess the Company’s operating performance and financial position. The historical non-GAAP measures are reconciled in the press release and Q&A to the most directly comparable measures as reported in accordance with GAAP, and should be viewed in addition to, and not in lieu of, the Company’s diluted earnings per share and operating performance and financial measures as calculated in accordance with GAAP.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1	Press Release issued June 21, 2012
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 21, 2012	By:	/s/ Colleen Batcheler
	Name:	Colleen Batcheler
	Title:	Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit 99.1	Press release issued June 21, 2012
Exhibit 99.2	Questions and Answers

EX-99.1

Exhibit 99.1

News Release

For more information, contact:

Teresa Paulsen                MEDIA

Vice President,

Communication & External Relations

ConAgra Foods, Inc.

tel: 402-240-5210

Chris Klinefelter            ANALYSTS

Vice President, Investor Relations

ConAgra Foods, Inc.

tel: 402-240-4154

www.conagrafoods.com

FOR IMMEDIATE RELEASE

ConAgra Foods’ Fiscal 2012 Fourth-quarter Comparable EPS Grows;

Expects 6-8% Comparable EPS Growth in Fiscal 2013;

Adopts Change in Accounting for Pensions

Highlights (vs. year-ago amounts where applicable):

• Due to adopting accounting changes for pensions, fiscal 2012 fourth-quarter diluted loss per share from continuing operations was $(0.21) as reported; adjusted for items impacting comparability, diluted EPS from continuing operations grew 9% to $0.51.

• Consumer Foods posted a year-over-year comparable operating profit increase for the quarter, a significant turning point. Segment sales grew 6%, reflecting 6% favorable price/mix, 6% contribution from acquisitions, and a 5% organic volume decline. Foreign exchange weighed on sales growth by approximately 1%.

• Commercial Foods’ sales grew 7%, and operating profit grew 7% for the quarter, primarily on the strength of the Lamb Weston potato operations.

• The company completed the acquisitions of Del Monte Canada, Odom’s Tennessee Pride, and Kangaroo Brands’ pita chip operations during the quarter.

• Accounting Changes Related to Pensions:

• The company voluntarily adopted a new method for pension accounting during the quarter. This resulted in a year-end mark-to-market charge of $0.60 per diluted share, which is treated as an item impacting comparability.

• Other aspects of these accounting changes, including the removal of pension-related amortization expense, added to EPS results in current and prior periods, as reported and on a comparable basis (thus changing the earnings base). These changes added $0.02 per diluted share to fiscal 2012 fourth quarter results. These changes did not materially impact fiscal 2011 fourth quarter EPS results.

• Tables with revised historical amounts for fiscal 2011 and fiscal 2012, as reported and on a comparable basis, are provided with further commentary on these matters in the question-and-answer document associated with this release.

• In fiscal 2013, the company expects year-over-year EPS growth of 6-8%, adjusted for items impacting comparability, and operating cash flow in excess of $1.2 billion.

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OMAHA, Neb., June 21, 2012 — ConAgra Foods, Inc., (NYSE: CAG) one of North America’s leading packaged food companies, today reported results for the fiscal 2012 fourth quarter ended May 27, 2012. Due to an accounting change, the fourth quarter fiscal 2012 loss per share from continuing operations was $(0.21) as reported, down versus fiscal 2011 fourth-quarter reported EPS of $0.61. After adjusting for $0.72 of net expense in the current quarter, and $0.14 net benefit in the year-ago period, from items impacting comparability, diluted EPS of $0.51 from continuing operations in the fiscal 2012 fourth quarter increased 9% vs. the comparable $0.47 in the year-ago period. Items impacting comparability in the current fiscal year and prior fiscal year are summarized toward the end of this release and reconciled for Regulation G purposes starting on page 11.

Gary Rodkin, ConAgra Foods’ chief executive officer, commented, “Although the business environment remains challenging, we posted comparable year-over-year EPS growth for the fiscal fourth quarter, as planned. The Consumer Foods segment posted comparable year-over-year profit growth for the fiscal fourth quarter due to contribution from acquired businesses, moderating inflation, and progress with pricing and other margin management initiatives. This represents a significant turning point in the year-over-year profit comparisons for this segment given the industry conditions that have weighed on this segment’s results over the past several quarters. In the Commercial Foods segment, the Lamb Weston potato operations continued to post strong growth in sales and profits, demonstrating momentum that we expect to continue into fiscal 2013.”

He continued, “As we look to fiscal 2013, we expect good earnings growth. We will lap the pricing increases taken in fiscal 2012, which should benefit the year-over-year organic volume performance for our Consumer Foods segment in the second half of the fiscal year. Contribution from acquisitions completed in fiscal 2012, momentum in our potato operations, moderating inflation, and strong margin management initiatives should allow us to overcome the impact of marketplace challenges.”

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Consumer Foods Segment (63% of Fiscal 2012 sales)

Branded and non-branded food sold in retail and foodservice channels.

The Consumer Foods segment posted sales of $2,150 million for the fiscal fourth quarter, up 6% year-over-year; the sales increase reflects a 6% contribution from favorable price/mix, 6% contribution from acquisitions, and a 5% organic volume decline. The impact of foreign exchange weighed on sales growth by approximately 1%. The 5% organic volume decline reflects the difficult economic conditions that are impacting consumer purchasing behavior, as well as price increases taken earlier in the year. The Banquet brand drove a meaningful portion of the segment’s overall volume decline given the sizeable price increases taken earlier in the fiscal year for that brand.

• Brands posting sales growth for the quarter include Act II, Chef Boyardee, DAVID, Healthy Choice, Lightlife, Manwich, Marie Callender’s, Peter Pan, Slim Jim, Wesson, and others.

• More brand details can be found in the Q&A document accompanying this release.

• Fiscal fourth-quarter sales for this segment include contributions from the recently acquired National Pretzel Company, Del Monte Canada, Odom’s Tennessee Pride, and pita chip operations of Kangaroo Brands. Fiscal fourth-quarter sales also include amounts for Agro Tech Foods, Ltd., of India, in which the company recently increased its ownership to a majority interest and which the company now consolidates for financial statement reporting purposes.

Operating profit of $270 million decreased 26% from $364 million in the year-ago period, as reported. After adjusting for $18 million of net expense in the current quarter and $95 million of net benefit in the year-ago period from items impacting comparability, current-quarter operating profit of $288 million grew 7% over $270 million in the year-ago period. As expected, a combination of contributions from acquisitions, pricing actions, and other margin management initiatives more than offset the impact of lower volumes and inflation. While the quarter’s inflation rate of 6% was still challenging, it has moderated from the double-digit rates seen in quarters earlier this fiscal year.

This segment is expected to post profit growth in fiscal 2013 primarily due to contributions from businesses acquired in fiscal 2012, but also due to moderating inflation and effective margin

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management initiatives. As fiscal 2013 progresses, the company will lap the price increases taken in fiscal 2012, which should benefit the year-over-year volume performance of the Consumer Foods segment in the second half of the fiscal year.

Commercial Foods Segment (37% of Fiscal 2012 sales)

Specialty potato, seasonings, blends, flavors, and milled grain products sold to foodservice and

commercial channels worldwide.

Fiscal fourth-quarter sales for the Commercial Foods segment were $1,264 million, 7% above year-ago amounts. The sales growth reflects increased volumes for Lamb Weston potato operations and the flour milling operations. Sales growth also reflects price increases across the segment made necessary by input cost inflation.

The segment’s operating profit increased 7% to $138 million. Lamb Weston posted a strong double-digit rate of profit growth, driven by favorable volumes and product mix as well as improved operating conditions; the profit growth for Lamb Weston was partially offset by profit declines in the milling operations resulting from less favorable market conditions.

The company expects this segment to post good profit growth in fiscal 2013 due to continued momentum in Lamb Weston potato operations and improved performance in the flour milling operations.

Hedging Activities – This language primarily relates to operations other than the company’s milling operations.

The company recorded $53 million of net hedging loss within unallocated Corporate expense in the current quarter and $7 million of net hedging benefit as unallocated Corporate expense in the year-ago period. The company identifies these amounts as items impacting comparability. Those amounts are reclassified from unallocated Corporate expense to the operating segments when the underlying commodity or foreign currency being hedged is expensed in segment cost of goods sold (COGS).

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Other Items

• Unallocated Corporate expense was $513 million for the quarter and $64 million in the year-ago period. Current-quarter amounts include $449 million of net expense from items impacting comparability, including $397 million related to pension accounting changes and $53 million related to hedge loss. Year-ago period amounts include $3 million of net expense from items impacting comparability (revised due to pension accounting changes). After adjusting for items impacting comparability, current-quarter expense was $64 million compared with $61 million a year ago.

• Equity method investment earnings were $15 million for the fiscal fourth quarter, up from $9 million in the year-ago period. The increase was driven by improved results for Lamb Weston potato operations’ joint ventures, which play an important role in Lamb Weston’s global reach.

• Net interest expense was $51 million in the current quarter, compared with $55 million in the year-ago period.

• After adjusting for items impacting comparability, the effective tax rate for the fiscal fourth quarter and the full fiscal year was in line with the company’s expectations.

Capital Items - The company’s capital allocation priorities continue to include a top-tier dividend, strategic acquisitions, share repurchases, and maintaining an investment grade credit rating and a strong balance sheet.

• As previously disclosed, the company completed the acquisition of Del Monte Canada for a purchase price of $186 million in cash during the quarter. Annual sales for that operation are approximately $150 million. During the quarter, the company also purchased:

• Odom’s Tennessee Pride, a producer of frozen breakfast sandwiches and sausage with annual revenues of approximately $190 million; the purchase price was $95 million in an all-cash transaction.

• Kangaroo Brands’ private label pita chip business, which has annual revenues of approximately $20 million; the purchase price was $48 million in an all-cash transaction.

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• Dividends for the current quarter totaled $100 million versus $98 million in the year-ago period; the increase reflects a higher dividend rate partially offset by fewer shares outstanding.

• The company repurchased approximately 9.5 million of its shares of common stock during the quarter for approximately $250 million; the company has approximately $525 million remaining on its outstanding share repurchase authorizations.

• The company contributed approximately $250 million to its pension plans during the quarter.

• For the current quarter, capital expenditures from continuing operations for property, plant and equipment were $98 million, compared with $119 million in the year-ago period. Depreciation and amortization expense from continuing operations was approximately $95 million for the quarter; this compares with a total of $97 million in the year-ago period.

Changes in Accounting for Pensions

In the fourth quarter of fiscal 2012, ConAgra Foods changed its methods of accounting for pensions for the purpose of providing better transparency to the core business performance. These changes do not affect benefits for pension plan participants. While ConAgra Foods’ previous accounting methodologies were in accordance with generally accepted accounting principles, the new methods are considered preferable. These accounting changes apply to historical periods as well as future periods. ConAgra Foods’ pension accounting changes impact three main areas:

1) The treatment of actuarial gains and losses resulting from the changes in pension assets and liabilities (amounts exceeding 10% of pension liabilities, or the “corridor”) in years where these gains and losses exceed the 10% corridor. ConAgra Foods will expense these amounts at fiscal year-ends, instead of deferring and amortizing these gains and losses over several years. Gains and losses recognized at year-end are treated as items impacting comparability.

2) The removal of pension-related amortization expense, given the change described in item 1 above.

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3) The value of pension assets used in determining pension income - ConAgra Foods is now using the fair value of plan assets in the computation, as opposed to a “market-related value” approach used in prior years.

These impact unallocated Corporate expense and change historical EPS amounts. Items 2 and 3 above change the comparable EPS base for current and prior periods (this added $0.02 to reported and comparable EPS in the fourth quarter of fiscal 2012, and added $0.08 to reported and comparable EPS for the full year fiscal 2012, as discussed below). Historical segment results (Consumer Foods and Commercial Foods segments) are not impacted by these pension accounting changes. This change does not impact cash flow or pension funding requirements. Details on these changes, answers to anticipated questions, and tables showing revised historical amounts are contained in the written question-and-answer document associated with this release.

Fiscal 2013 Outlook

In fiscal 2013, the company expects 6-8% growth over the comparable EPS base of $1.84* in fiscal 2012, adjusted for items impacting comparability. This outlook reflects a continuation of challenging industry conditions, but overall EPS growth primarily due to the benefit of: 1) contributions from businesses acquired in fiscal 2012 (estimated at roughly half of fiscal 2013’s comparable EPS growth); 2) continued growth in its Lamb Weston potato operations (Commercial Foods); and 3) successful margin management and moderating inflation in the Consumer Foods segment. The company currently expects Consumer Foods COGS to incur a mid-single digit rate of inflation, and for Consumer Foods COGS-related cost savings to approximate $240 million, in fiscal 2013.

* The pension accounting change was adopted in the fourth quarter of fiscal 2012 and impacts current and prior period results. This change added approximately $0.08 to the reported and comparable fiscal 2012 EPS base in total ($0.06 in the first three fiscal quarters, and $0.02 in the fourth quarter’s comparable EPS of $0.51 as previously mentioned). The prior pension accounting methodology was assumed when fiscal 2012 EPS guidance was given.

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Major Items Impacting Fourth-quarter Fiscal 2012 EPS Comparability

Included in the $(0.21) diluted EPS from continuing operations for the fourth quarter of fiscal 2012 (EPS amounts rounded and after tax):

• Approximately $0.60 per diluted share of net expense, or $397 million pretax, resulting from the pension accounting changes discussed in this release and the associated Q&A. This entire amount is classified as unallocated Corporate expense.

• Approximately $0.08 per diluted share of net expense, or $53 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This will later be reclassified to the operating segments when underlying hedged items are expensed in segment COGS.

• Approximately $0.02 per diluted share of net expense, or $13 million pretax, related to restructuring charges primarily in the Consumer Foods segment ($6 million COGS and $6 million selling, general, and administrative expense, or SG&A).

• Approximately $0.01 per diluted share of net expense, or $6 million pretax, resulting from acquisition and related costs, which is classified primarily within the Consumer Foods segment ($2 million COGS, $4 million SG&A).

• Unallocated corporate expense includes $12 million of benefit from historical insurance matters ($7 million of benefit after tax, or $0.02 per diluted share) and $10 million of net expense related to historical legal matters, which is not tax-deductible ($10 million of expense after tax, or $0.02 per diluted share).

Included in the $0.61 diluted EPS from continuing operations for the fourth quarter of fiscal 2011 (EPS amounts rounded and after tax):

• Approximately $0.16 per diluted share of gain, or $105 million pretax, resulting from an insurance settlement. This is classified as a reduction of selling, general, and administrative (SG&A) expense within the Consumer Foods segment.

• Restructuring charges of approximately $0.02 per share, or $11 million pretax, classified as $9 million of COGS and $2 million of SG&A within the Consumer Foods segment. These charges relate to the company’s decision to move manufacturing activities for efficiency purposes, as well as other plans to optimize manufacturing and distribution networks.

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• Approximately $0.02 per diluted share of net expense, or $10 million pretax, as a result of the pension accounting changes discussed in this release and the associated Q&A document. This entire amount is classified as unallocated Corporate expense, SG&A.

• Approximately $0.01 per diluted share of net benefit, or $7 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. These amounts will later be reclassified to the operating segments when underlying hedged items are expensed in COGS.

Discussion of Results

ConAgra Foods will host a conference call at 9:30 a.m. EDT today to discuss the 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 1-877-718-5104 and 1-719-325-4907, respectively. No confirmation or pass code is needed. This conference call also can be accessed live on the Internet at http://investor.conagrafoods.com.

A rebroadcast of the conference call will be available after 1 p.m. EDT today. To access the digital replay, a pass code number will be required. Domestic participants should dial 1-888-203-1112, and international participants should dial 1-719-457-0820 and enter pass code 9859366. A rebroadcast also will be available on the company’s website.

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

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ConAgra Foods, Inc., (NYSE: CAG) is one of North America’s leading food companies, with brands in 97 percent of America’s households. Consumers find Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt’s, Marie Callender’s, Orville Redenbacher’s, PAM, Peter Pan, Reddi-wip, Slim Jim, Snack Pack and many other ConAgra Foods brands in grocery, convenience, mass merchandise and club stores. ConAgra Foods also has a strong business-to-business presence, supplying frozen potato and sweet potato products as well as other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers. For more information, please visit us at www.conagrafoods.com.

Note on Forward-looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. The company undertakes no responsibility for updating 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: availability and prices of raw materials, including any negative effects caused by inflation; the effectiveness of the company’s product pricing, including any pricing actions and promotional changes; future economic circumstances; industry conditions; the company’s ability to execute its operating and restructuring plans; the success of the company’s innovation, marketing, and cost-saving initiatives; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of any product recalls; the company’s success in efficiently and effectively integrating the company’s acquisitions; access to capital; actions of governments and regulatory factors affecting the company’s businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of the company’s common stock, if any; 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.

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Regulation G Disclosure

Below is a reconciliation of Q4 FY12 and Q4 FY11 diluted earnings per share, Consumer Foods segment operating profit, and FY12 diluted earnings per share, adjusted for items impacting comparability. Amounts may be impacted by rounding.

Q4 FY12 & Q4 FY11 Diluted EPS from Continuing Operations

	Q4 FY12			Q4 FY11			Year- over-year % change
Diluted EPS from continuing operations	$	(0.21	) *	$	0.61			N/A
Items impacting comparability:
Expense related to adoption of new methodology for pension accounting		0.60			0.02
Net expense (benefit) related to unallocated mark-to-market impact of derivatives		0.08			(0.01	)
Expense related to restructuring charges		0.02			0.02
Expense related to transaction costs of acquisitions		0.01			—
Net benefit related to historical legal and insurance matters		—			(0.16	)
Rounding		0.01			(0.01	)
Diluted EPS adjusted for items impacting comparability	$	0.51		$	0.47			9	%

* Reported number of $(0.21) includes $0.02 of benefit from the pension accounting changes. This $0.02 is part of the comparable earnings base. This is independent of the significant charge that is treated as an item impacting comparability.

Consumer Foods Segment Operating Profit Reconciliation

(Dollars in millions)	Q4 FY12		Q4 FY11			Year- over-year % change
Consumer Foods Segment Operating Profit	$	270	$	364			-26	%
Expense related to restructuring charges		12		11
Expense related to transaction costs of acquisitions		6		—
Net benefit related to receipt of insurance proceeds from Garner, N.C., accident		—		(105	)
Consumer Foods Segment Adjusted Operating Profit	$	288	$	270			7	%

FY12 Diluted EPS from Continuing Operations

	Total FY12
Diluted EPS from continuing operations	$	1.12	**
Items impacting comparability:
Expense related to adoption of new methodology for pension accounting		0.60
Expense related to unallocated mark-to-market impact of derivatives		0.14
Expense related to restructuring charges		0.09
Net expense related to historical legal and insurance matters		0.03
Expense related to transaction costs of acquisitions		0.01
Benefit related to acquisition of majority interest in Agro Tech Foods, Ltd.		(0.14	)
Rounding		(0.01	)
Diluted EPS adjusted for items impacting comparability	$	1.84

** Reported number of $1.12 includes $0.08 of benefit from the pension accounting changes. This $0.08 is part of the comparable earnings base. This is independent of the significant charge that is treated as an item impacting comparability.

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ConAgra Foods, Inc.

Segment Operating Results

(in millions)

(unaudited)

	FOURTH QUARTER
	13 Weeks Ended May 27, 2012			13 Weeks Ended May 29, 2011			Percent Change
SALES
Consumer Foods	$	2,149.7		$	2,026.9			6.1	%
Commercial Foods		1,263.9			1,183.1			6.8	%
Total		3,413.6			3,210.0			6.3	%
OPERATING PROFIT
Consumer Foods	$	269.5		$	364.2			(26.0	)%
Commercial Foods		138.0			128.4			7.5	%
Total operating profit for segments		407.5			492.6			(17.3	)%
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings
Items excluded from segment operating profit:
General corporate expense		(512.7	)		(63.8	)		703.6	%
Interest expense, net		(50.8	)		(54.9	)		(7.5	)%
Income (loss) from continuing operations before income taxes and equity method investment earnings	$	(156.0	)	$	373.9			N/A

Segment operating profit excludes general corporate expense, equity method investment earnings, 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)

(unaudited)

	FULL FISCAL YEAR
	52 Weeks Ended May 27, 2012			52 Weeks Ended May 29, 2011			Percent Change
SALES
Consumer Foods	$	8,376.8		$	8,002.0			4.7	%
Commercial Foods		4,885.8			4,301.1			13.6	%
Total		13,262.6			12,303.1			7.8	%
OPERATING PROFIT
Consumer Foods	$	1,053.3		$	1,126.4			(6.5	)%
Commercial Foods		546.3			509.5			7.2	%
Total operating profit for segments		1,599.6			1,635.9			(2.2	)%
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings
Items excluded from segment operating profit:
General corporate expense		(770.4	)		(232.3	)		231.6	%
Interest expense, net		(204.0	)		(177.5	)		14.9	%
Income from continuing operations before income taxes and equity method investment earnings	$	625.2		$	1,226.1			(49.0	)%

Segment operating profit excludes general corporate expense, equity method investment earnings, 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)

(unaudited)

	FOURTH QUARTER
	13 Weeks Ended May 27, 2012			13 Weeks Ended May 29, 2011			Percent Change
Net sales	$	3,413.6		$	3,210.0			6.3	%
Costs and expenses:
Cost of goods sold		2,732.7			2,505.1			9.1	%
Selling, general and administrative expenses		786.1			276.1			184.7	%
Interest expense, net		50.8			54.9			(7.5	)%
Income (loss) from continuing operations before income taxes and equity method investment earnings		(156.0	)		373.9			N/A
Income tax expense (benefit)		(57.9	)		127.6			N/A
Equity method investment earnings		14.6			9.0			62.2	%
Income (loss) from continuing operations		(83.5	)		255.3			N/A
Loss from discontinued operations, net of tax		—			(4.5	)		(100.0	)%
Net income (loss)	$	(83.5	)	$	250.8			N/A
Less: Net income attributable to noncontrolling interests		2.7			0.7			285.7	%
Net income (loss) attributable to ConAgra Foods, Inc.	$	(86.2	)	$	250.1			N/A
Earnings per share – basic
Income (loss) from continuing operations	$	(0.21	)	$	0.62			N/A
Loss from discontinued operations		—			(0.01	)		(100.0	)%
Net income (loss) attributable to ConAgra Foods, Inc.	$	(0.21	)	$	0.61			N/A
Weighted average shares outstanding		412.1			411.4			0.2	%
Earnings per share – diluted
Income (loss) from continuing operations	$	(0.21	)	$	0.61			N/A
Loss from discontinued operations		—			(0.01	)		(100.0	)%
Net income (loss) attributable to ConAgra Foods, Inc.	$	(0.21	)	$	0.60			N/A
Weighted average share and share equivalents outstanding		412.1			416.9			1.1	%

* Amounts in these financial statements reflect the retrospective application of changes in our pension accounting method.

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ConAgra Foods, Inc.

Consolidated Statements of Earnings*

(in millions, except per share amounts)

(unaudited)

	FULL FISCAL YEAR
	52 Weeks Ended May 27, 2012		52 Weeks Ended May 29, 2011			Percent Change
Net sales	$	13,262.6	$	12,303.1			7.8	%
Costs and expenses:
Cost of goods sold		10,435.7		9,389.6			11.1	%
Selling, general and administrative expenses		1,997.7		1,509.9			32.3	%
Interest expense, net		204.0		177.5			14.9	%
Income from continuing operations before income taxes and equity method investment earnings		625.2		1,226.1			(49.0	)%
Income tax expense		195.8		421.6			(53.6	)%
Equity method investment earnings		44.9		26.4			70.1	%
Income from continuing operations		474.3		830.9			(42.9	)%
Income (loss) from discontinued operations, net of tax		0.1		(11.5	)		N/A
Net income	$	474.4	$	819.4			(42.1	)%
Less: Net income attributable to noncontrolling interests		6.5		1.8			261.1	%
Net income attributable to ConAgra Foods, Inc.	$	467.9	$	817.6			(42.8	)%
Earnings per share – basic
Income from continuing operations	$	1.13	$	1.92			(41.1	)%
Loss from discontinued operations		—		(0.02	)		(100.0	)%
Net income attributable to ConAgra Foods, Inc.	$	1.13	$	1.90			(40.5	)%
Weighted average shares outstanding		412.9		429.7			(3.9	)%
Earnings per share – diluted
Income from continuing operations	$	1.12	$	1.90			(41.1	)%
Loss from discontinued operations		—		(0.02	)		(100.0	)%
Net income attributable to ConAgra Foods, Inc.	$	1.12	$	1.88			(40.4	)%
Weighted average share and share equivalents outstanding		418.3		434.3			(3.7	)%

* Amounts in these financial statements reflect the retrospective application of changes in our pension accounting method.

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CONAGRA FOODS

page 16

ConAgra Foods, Inc.

Consolidated Balance Sheets*

(in millions)

(unaudited)

	May 27, 2012		May 29, 2011
ASSETS
Current assets
Cash and cash equivalents	$	103.0	$	972.4
Receivables, less allowance for doubtful accounts of $5.9 and $7.8		924.8		849.4
Inventories		1,869.6		1,803.4
Prepaid expenses and other current assets		321.4		274.1
Total current assets		3,218.8		3,899.3
Property, plant and equipment, net		2,741.9		2,670.1
Goodwill		4,015.4		3,609.4
Brands, trademarks and other intangibles, net		1,191.5		936.3
Other assets		274.3		293.6
	$	11,441.9	$	11,408.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes Payable	$	40.0	$	—
Current installments of long-term debt		38.1		363.5
Accounts payable		1,190.3		1,083.7
Accrued payroll		177.2		124.1
Other accrued liabilities		779.6		554.3
Total current liabilities		2,225.2		2,125.6
Senior long-term debt, excluding current installments		2,662.7		2,674.4
Subordinated debt		195.9		195.9
Other noncurrent liabilities		1,822.1		1,736.1
Total stockholders’ equity		4,536.0		4,676.7
	$	11,441.9	$	11,408.7

* Amounts in these financial statements reflect the retrospective application of changes in our pension accounting method.

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CONAGRA FOODS

page 17

ConAgra Foods, Inc.

Condensed Consolidated Statements of Cash Flows*

(in millions)

(unaudited)

	Fifty-two weeks ended
	May 27, 2012			May 29, 2011
Cash flows from operating activities:
Net income	$	474.4		$	819.4
Income (loss) from discontinued operations		0.1			(11.5	)
Income from continuing operations		474.3			830.9
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation and amortization		371.8			360.9
Asset impairment charges		8.6			19.8
Gain on acquisition of controlling interest in Agro Tech Foods, Ltd.		(58.7	)		—
Insurance recoveries recognized related to Garner accident		—			(109.4	)
Receipts from insurance carriers related to Garner accident		—			64.5
Earnings of affiliates in excess of distributions		(17.6	)		(13.1	)
Proceeds from settlement of interest rate swaps		—			31.5
Pension expense		421.8			54.0
Contributions to pension plans		(326.4	)		(129.4	)
Share-based payments expense		41.8			44.8
Receipt of interest on payment-in-kind notes earned in prior years		—			102.8
Gain on collection of payment-in-kind note		—			(25.0	)
Other items (including noncurrent deferred income taxes)		(11.3	)		212.9
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
Accounts receivable		(4.3	)		2.8
Inventory		14.9			(190.7	)
Prepaid expenses and other current assets		7.5			31.6
Accounts payable		82.1			185.0
Accrued payroll		48.4			(139.2	)
Other accrued liabilities		(3.2	)		5.3
Net cash flows from operating activities – continuing operations		1,049.7			1,340.0
Net cash flows from operating activities – discontinued operations		2.3			12.3
Net cash flows from operating activities		1,052.0			1,352.3
Cash flows from investing activities:
Additions to property, plant and equipment		(336.7	)		(466.2	)
Sale of property, plant and equipment		9.7			18.9
Receipts from insurance carriers related to Garner accident		—			18.0
Purchase of businesses, net of cash acquired		(635.2	)		(131.1	)
Purchase of intangible assets		(62.5	)		(18.0	)
Purchase of secured loan		(39.6	)		—
Proceeds from collection of payment-in-kind notes		—			412.5
Net cash flows from investing activities – continuing operations		(1,064.3	)		(165.9	)
Net cash flows from investing activities – discontinued operations		—			254.8
Net cash flows from investing activities		(1,064.3	)		88.9
Cash flows from financing activities:
Net short-term borrowings		40.0			—
Repayment of long-term debt		(363.6	)		(294.3	)
Repurchase of ConAgra Foods common shares		(352.4	)		(825.0	)
Cash dividends paid		(388.6	)		(374.5	)
Exercise of stock options and issuance of other stock awards		213.2			59.7
Other items		1.8			2.1
Net cash flows from financing activities – continuing operations		(849.6	)		(1,432.0	)
Net cash flows from financing activities – discontinued operations		—			(0.1	)
Net cash flows from financing activities		(849.6	)		(1,432.1	)
Effect of exchange rate changes on cash and cash equivalents		(7.5	)		10.1
Net change in cash and cash equivalents		(869.4	)		19.2
Cash and cash equivalents at beginning of period		972.4			953.2
Cash and cash equivalents at end of period	$	103.0		$	972.4

* Amounts in these financial statements reflect the retrospective application of changes in our pension accounting method.

# # #

EX-99.2

Exhibit 99.2

Q4 FY12 Question & Answer

June 21, 2012

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

- ACT II	- Libby’s	- Slim Jim
- Blue Bonnet	- Lightlife	- Van Camp’s
- Chef Boyardee	- Manwich	- Wesson
- DAVID	- Marie Callender’s	- Wolf
- Healthy Choice	- Peter Pan

Sales for Ro*Tel were in line with year-ago amounts.

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

- Andy Capp’s	- Hunt’s	- Parkay
- Banquet	- Kid Cuisine	- Reddi-wip
- Crunch ’n Munch	- La Choy	- Rosarita
- Egg Beaters	- Orville Redenbacher’s	- Snack Pack
- Hebrew National	- PAM	- Swiss Miss

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

Consumer Foods organic volume decreased 5%.

Commercial Foods volume increased 3%.

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

Approximately $95 million (versus approximately $97 million in Q4 FY11)

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

Approximately $372 million (versus approximately $361 million in FY11)

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

Approximately $98 million (versus approximately $119 million in Q4 FY11)

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

Approximately $337 million (versus approximately $466 million in FY11)

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

Approximately $51 million (versus approximately $55 million in Q4 FY11)

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

Approximately $204 million (versus approximately $178 million in FY11). The increase is due primarily to a former debtor’s repayment in full of the payment-in-kind notes receivable in FY11 (related to the divestiture of the Trading & Merchandising operations), and thus the company no longer receives interest income from those notes.

10. What was Corporate expense for the quarter?

Corporate expense was $513 million for the quarter and $64 million in the year-ago period. Current-quarter amounts include $449 million of net expense from items impacting comparability, the most significant of which are $397 million related to pension accounting changes and $53 million related to hedge loss. Prior-year-ago amounts include $3 million of net expense from items impacting comparability (revised due to pension accounting changes). After adjusting for items impacting comparability, current-quarter expense was $64 million compared with $61 million in the year-ago period.

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

Approximately $100 million (versus approximately $98 million in Q4 FY11), reflecting an increase in the dividend rate earlier this fiscal year, which was partially offset by the impact of fewer shares outstanding.

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

Approximately $389 million

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

Approximately 412 million shares for the quarter; approximately 418 million shares for the full fiscal year

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

The company repurchased approximately $250 million, or approximately 9.5 million shares, of its common stock during the quarter. The company has approximately $525 million remaining on its existing share repurchase authorization.

2

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

Gross margin = segment gross profit* divided by net sales

Gross margin = $761/$3,414 = 22%

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

Operating margin = $408/$3,414 = 12%

* Gross profit = net sales – costs of goods sold ($3,414 – $2,653 = $761)

** 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 = $(156)/$3,414 = N/A.

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

	Q4 FY12
Total debt*	$	2,937
Less: Cash on hand	$	103
Net debt	$	2,834

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

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

38% currently and 33% a year ago

This ratio is defined as net debt divided by the sum of net debt plus shareholders’ equity. See question No. #16 for the components of net debt.

18. What was the effective tax rate for the quarter and full fiscal year?

After adjusting for items impacting comparability, the effective tax rate for the fourth quarter and the full fiscal year was in line with the company’s expectations.

19. What is the projected tax rate for FY13?

The company expects the tax rate to be in the range of 34%, excluding items impacting comparability. The company acknowledges that the quarterly rates may be different from this, given the timing of certain matters, but that the overall rate is expected to approximate 34%.

20. What are the projected capital expenditures for FY13?

Total capital expenditures for fiscal 2013 are expected to be approximately $450 million.

21. What is the expected net interest expense for FY13?

Net interest expense for fiscal 2013 is expected to be approximately $200 million.

3

PENSION

The following information highlights the major changes in pension accounting that ConAgra Foods has implemented. For a more complete discussion of our change in pension accounting, please refer to our Form 10-K to be filed in July 2012.

Context:

1. Estimates of pension obligations, as well as annual pension expense, are determined by actuarial formulas that include many inputs.

• An important input is the interest or discount rate used to compute the current value of future pension obligations. This rate is determined annually based on specific bond yields as of a year-end measurement date.

• Another important input is the estimated annual return on pension plan assets; the income on the plan assets partially offsets other elements of annual pension expense, thereby playing a key role in determining the net expense in any given year.

2. Due to the nature of the actuarial formulas, lower market interest rates mean a lower discount rate used in the process of computing pension obligations. All other things being equal:

• A lower discount rate results in a higher current estimate of future obligations. Higher future obligations result in higher subsequent annual expense. The opposite is true when discount rates increase.

• A higher pension asset balance means higher income from those assets, and thus lower pension expense. A higher expected rate of return on the assets also results in higher income, and thus lower pension expense. The opposite is true when asset balances decrease.

3. Changes in pension liabilities and assets result in actuarial gains and losses and impact earnings; pension rules allow for deferred recognition of this impact. If changes in certain deferred amounts exceed a calculated threshold (based on 10% of the greater of the pension obligation or the pension assets), the company must recognize additional expense resulting from the excess over that threshold (the “gap” is the excess over the threshold). This amount would be amortized and recognized as an additional portion of pension expense over future years. ConAgra Foods has used this method historically.

It is important to note that ConAgra Foods is confident that its pensions are adequately funded to handle future needs. ConAgra Foods contributes to its plans periodically, ensuring that the asset balances are adequate and appropriate. As an example, in fiscal 2012, ConAgra Foods contributed approximately $326 million to its plans. As of fiscal 2012 year end, our funding levels were approximately 83%.

Change in Pension Accounting

4. One method of accounting for pensions that is viewed as preferable is for companies to expense actuarial gains and losses in excess of the 10% corridor annually, at their pension measurement dates, instead of amortizing those amounts in pension expense over several subsequent years. This method has been adopted by several world-class companies. In addition to being a preferred method of accounting, ConAgra Foods’ adoption of this method has the additional benefit of providing better transparency to the core business performance. As of the end of fiscal 2012, ConAgra Foods has adopted this accounting method.

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5. ConAgra Foods is making another change in pension accounting as it relates to pension assets; this is expected to be less material to results than the one described in No. #4 above. Companies have had the option of using a market-related value of pension assets, as opposed to using the actual fair value of plan assets at the measurement date, for purposes of calculating the expected return on plan assets (a component of pension expense). The purpose of this has been to smooth out the impact of year-to-year fluctuations in asset returns. ConAgra Foods is changing from the market-related value approach, to using the fair value of the plan assets at the measurement date in its calculations.

6. In connection with these two pension accounting changes, ConAgra Foods is 1) expensing actuarial gains and losses in excess of the 10% threshold (“gaps”) at fiscal year-end 2011 and 2012, and treating these charges as items impacting comparability; 2) reducing the previously reported pension expense due to the removal of the amortization component (which changes the comparable base of earnings); and 3) otherwise adjusting pension expense due to changes in income resulting from using actual, as opposed to market-related, values of pension assets in the calculation (which changes the comparable base of earnings).

Questions Relating to the Pension Accounting change

1. What was the primary purpose in implementing the accounting change for pensions?

Our primary objective was to provide better transparency to our core business performance by eliminating the impact of pension amortization from our income statement for all periods presented.

2. What are the components of the accounting change?

There are three components:

• First, we now immediately recognize actuarial gains and losses, to the extent they exceed 10% of the greater of pension assets or liabilities, in the income statement. This is a change versus the prior method, which amortized such losses over time. Under the new method, we will treat these gains and losses, which will be recognized at year-end if and when they occur, as items impacting comparability.

• Second, the removal of pension-related amortization expense, given the change described in the first bullet above.

• Third, we have changed the way we calculate the investment income (component of pension expense) we earn on pension assets. We will now calculate the income based on the current market value of the assets versus the market-related value which we used under our previous method.

3. Why did you elect to implement the change now?

Over the past couple of years, with the significant drop in interest rates and the resulting increase in pension liabilities, we have experienced significant amortization expense related to our pension actuarial losses. We also expected the fiscal 2013 income statement to be significantly impacted by the amortization of these losses. Given the continued volatility in the financial markets and our desire to provide better transparency to our core business performance, we concluded we should proceed with the change now. Note that the amortization of actuarial losses under the old accounting method does not represent economic losses that occur in that period; those losses were essentially the result of changes in interest rates and changes in pension assets and liabilities, and the resulting impact of those changes on net pension expense. Therefore, the amortization tends to distort the current period financial performance.

5

4. Is this new method considered to be preferable to the old method?

While both methods are acceptable under GAAP, we and our advisors believe the new method is preferable.

5. Do you expect to have large gains or losses impacting comparability every year?

No. It is important to recognize that such gains and losses will only be recognized in years when accumulated gains and losses exceed the 10% threshold.

6. Are there gains that you are potentially foregoing by changing to this new method?

To the extent interest rates and/or asset values rise, there would be significant reductions in pension expense under the old method. However, our primary objective is to eliminate these volatile pension accounting impacts from our earnings and provide more transparency to our core business performance.

7. Does the change impact pension funding levels?

The accounting change has no impact on our funding level or funding requirements. As we said before, we are very comfortable with our funding level and believe we compare favorably to our peers and other comparable pension plan sponsors.

8. Does the change impact your balance sheet strength or debt ratings or impact cash flow in any way?

The accounting change would have no material impact on our credit metrics, balance sheet strength or liquidity position. The charges in fiscal 2012 and 2011, which we treat as items impacting comparability, do not impact our assets or liabilities. Effectively, we are moving losses deferred in the accumulated other comprehensive income component of shareholders’ equity into retained earnings. The net effect each of assets, liabilities and shareholders’ equity balances is zero.

Reflecting these accounting changes, ConAgra Foods’ FY11 and FY12 EPS details are summarized below:

	Fiscal 2011
	Q1		Q2		Q3			Q4			Full Year**
Diluted EPS from continuing operations, as reported	$	0.32	$	0.46	$	0.52		$	0.61		$	1.90
EPS impact of previously shown items impacting comparability*	$	0.02	$	—	$	(0.02	)	$	(0.15	)	$	(0.15	)
New item impacting comparability due to pension accounting change	$	—	$	—	$	—		$	0.02		$	0.01
Impact of rounding	$	—	$	—	$	—		$	(0.01	)	$	—
New Diluted EPS Adjusted for Items Impacting Comparability Base	$	0.34	$	0.46	$	0.50		$	0.47		$	1.76
	Fiscal 2012
	Q1		Q2		Q3			Q4			Full Year**
Diluted EPS from continuing operations, as reported	$	0.22	$	0.43	$	0.67		$	(0.21	)	$	1.12
EPS impact of items impacting comparability*	$	0.09	$	0.06	$	(0.14	)	$	0.72		$	0.72
New Diluted EPS Adjusted for Items Impacting Comparability Base	$	0.31	$	0.49	$	0.53		$	0.51		$	1.84

* No change from previously disclosed amounts.

** Due to variability in the weighted average outstanding shares, the sum of the quarters do not equal the full-year amount.

6

The current presentation of the quarterly segment sales and operating profits for fiscal years 2011 and 2012, given the recent adoption of a new methodology for pension accounting, is as follows:

ConAgra Foods, Inc.

Segment Operating Results

(in millions)

(unaudited)

	Fiscal 2011															Fiscal 2012
	Q1			Q2			Q3			Q4			Total			Q1			Q2			Q3			Q4			Total
SALES
Consumer Foods	$	1,811.5		$	2,091.4		$	2,072.2		$	2,026.9		$	8,002.0		$	1,891.7		$	2,178.2		$	2,157.2		$	2,149.7		$	8,376.8
Commercial Foods		992.8			1,056.1			1,069.1			1,183.1			4,301.1			1,180.3			1,225.7			1,215.9			1,263.9			4,885.8
Total		2,804.3			3,147.5			3,141.3			3,210.0			12,303.1			3,072.0			3,403.9			3,373.1			3,413.6			13,262.6
OPERATING PROFIT
Consumer Foods		207.7			278.5			276.0			364.2			1,126.4			196.2			256.3			331.3			269.5			1,053.3
Commercial Foods		113.1			127.4			140.6			128.4			509.5			97.5			160.8			150.0			138.0			546.3
Total operating profit for segments		320.8			405.9			416.6			492.6			1,635.9			293.7			417.1			481.3			407.5			1,599.6
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings
Items excluded from segment operating profit:
General corporate expense		(76.7	)		(71.3	)		(20.5	)		(63.8	)		(232.3	)		(104.3	)		(102.0	)		(51.4	)		(512.7	)		(770.4	)
Interest expense, net		(37.3	)		(33.7	)		(51.6	)		(54.9	)		(177.5	)		(52.9	)		(50.6	)		(49.7	)		(50.8	)		(204.0	)
Income from continuing operations before income taxes and equity method investment earnings	$	206.8		$	300.9		$	344.5		$	373.9		$	1,226.1		$	136.5		$	264.5		$	380.2		$	(156.0	)	$	625.2

Segment operating profit excludes general corporate expense, equity method investment earnings, 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.

7

The current presentation of the quarterly income statement for fiscal years 2011 and 2012, given the recent adoption of a new methodology for pension accounting, is as follows:

ConAgra Foods, Inc.

Income Statement for Fiscal 2011 and 2010

(in millions)

(unaudited)

	Fiscal 2011														Fiscal 2012
	Q1			Q2		Q3			Q4			Total			Q1		Q2		Q3		Q4			Total
Net sales	$	2,804.3		$	3,147.5	$	3,141.3		$	3,210.0		$	12,303.1		$	3,072.0	$	3,403.9	$	3,373.1	$	3,413.6		$	13,262.6
Costs and expenses:
Cost of goods sold		2,153.0			2,387.5		2,344.0			2,505.1			9,389.6			2,473.3		2,646.6		2,583.1		2,732.7			10,435.7
SG&A expenses		407.2			425.4		401.2			276.1			1,509.9			409.3		442.2		360.1		786.1			1,997.7
Interest expense, net		37.3			33.7		51.6			54.9			177.5			52.9		50.6		49.7		50.8			204.0
Income from continuing operations before income taxes and equity method investment earnings		206.8			300.9		344.5			373.9			1,226.1			136.5		264.5		380.2		(156.0	)		625.2
Income tax expense		67.9			102.5		123.6			127.6			421.6			48.7		92.9		112.1		(57.9	)		195.8
Equity method investment earnings		6.2			4.6		6.6			9.0			26.4			6.2		11.5		12.6		14.6			44.9
Income from continuing operations		145.1			203.0		227.5			255.3			830.9			94.0		183.1		280.7		(83.5	)		474.3
Income (loss) from discontinued operations, net of tax		3.0			0.6		(10.6	)		(4.5	)		(11.5	)		0.1		—		—		—			0.1
Net income		148.1			203.6		216.9			250.8			819.4			94.1		183.1		280.7		(83.5	)		474.4
Less noncontrolling interests		(0.1	)		0.9		0.3			0.7			1.8			0.3		2.9		0.6		2.7			6.5
Net income attributable to CAG	$	148.2		$	202.7	$	216.6		$	250.1		$	817.6		$	93.8	$	180.2	$	280.1	$	(86.2	)	$	467.9

8

Comments on items impacting comparability included in totals in tables above (Q1 FY11 – Q3 FY12; reported EPS figures have been revised to reflect change in pension accounting; no change in comparable EPS except for new item in Q4 FY11):

Q1 FY11

Included in the $0.32 diluted EPS from continuing operations for the first quarter of fiscal 2011 (EPS amounts rounded and after tax):

• Approximately $0.01 of expense, or $8 million pretax, related to restructuring plans; this expense is classified within the Consumer Foods segment ($4 million in cost of goods sold (COGS), $4 million in selling, general, and administrative expense (SG&A)).

• Approximately $0.01 per diluted share of net expense, or $6 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This expense will later be reclassified to the operating segments when underlying hedged items are expensed in segment COGS.

Q2 FY11

Included in the $0.46 diluted EPS from continuing operations for the second quarter of fiscal 2011 (EPS amounts rounded and after tax):

• Approximately $0.01 per diluted share of net benefit, or $9 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This will later be reclassified to the operating segments when underlying hedged items are expensed in segment COGS.

• Approximately $0.01 per diluted share of expense, or $5 million pretax, related to restructuring plans; this expense is classified within the Consumer Foods segment ($4 million COGS, $1 million SG&A).

Q3 FY11

Included in the $0.52 diluted EPS from continuing operations for the third quarter of fiscal 2011 (EPS amounts rounded and after tax):

• Approximately $0.05 per diluted share of net expense, or $32 million pretax of restructuring charges classified as $22 million within Consumer Foods ($6 million COGS, $16 million SG&A) and $10 million within the Commercial Foods segment (SG&A).

• Approximately $0.04 per diluted share of net benefit, or $25 million pretax, resulting from the receipt of $554 million in cash as early repayment in full for notes receivable related to the 2008 divestiture of the Trading and Merchandising operations. This is classified within unallocated Corporate expense.

• Approximately $0.03 per diluted share of net benefit, or $24 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This will later be reclassified to the operating segments when underlying hedged items are expensed in COGS.

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Q4 FY11 (includes new item)

Included in the $0.61 diluted EPS from continuing operations for the fourth quarter of fiscal 2011 (EPS amounts rounded and after tax):

• Approximately $0.16 per diluted share of gain, or $105 million pretax, resulting from an insurance settlement. This is classified as a reduction of SG&A within the Consumer Foods segment.

• Restructuring charges of approximately $0.02 per share, or $11 million pretax, classified as $9 million of COGS and $2 million of SG&A within the Consumer Foods segment. These charges relate to the company’s decision to move manufacturing activities for efficiency purposes, as well as other plans to optimize manufacturing and distribution networks.

• NEW ITEM: Approximately $0.02 per diluted share of net expense, or $10 million pretax, as a result of the pension accounting changes discussed in this Q&A and the associated release. This entire amount is classified as unallocated Corporate expense (SG&A).

• Approximately $0.01 per diluted share of net benefit, or $7 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. These amounts will later be reclassified to the operating segments when underlying hedged items are expensed in COGS.

Q1 FY12

Included in the $0.22 diluted EPS from continuing operations for the first quarter of fiscal 2012 (EPS amounts rounded and after tax):

• Approximately $0.05 per diluted share of net expense, or $34 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This expense will later be reclassified to the operating segments when underlying hedged items are expensed in segment COGS.

• Approximately $0.04 per diluted share of net expense, or $24 million pretax, related to restructuring activities designed to improve efficiencies. $16 million of these are in the Consumer Foods segment ($3 million in COGS, $13 million in SG&A), $4 million are in the Commercial Foods segment (all SG&A), and $3 million are unallocated Corporate expense (SG&A).

Q2 FY12

Included in the $0.43 diluted EPS from continuing operations for the second quarter of fiscal 2012 (EPS amounts rounded and after tax):

• Approximately $0.04 per diluted share of net expense, or $27 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This expense will later be reclassified to the operating segments when underlying hedged items are expensed in segment COGS.

• Approximately $0.02 per diluted share of net expense, or $16 million (rounded) pretax, related to restructuring activities designed to improve efficiencies. $15 million (rounded) of these are in the Consumer Foods segment ($8 million in COGS, $8 million in SG&A), and $1 million (rounded) are in the Commercial Foods segment (all SG&A).

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Q3 FY12

Included in the $0.67 diluted EPS from continuing operations for the third quarter of fiscal 2012 (EPS amounts rounded and after tax):

• Approximately $0.14 per diluted share of net benefit, or $59 million, related to a gain on the company’s increased investment in Agro Tech Foods, Ltd. This gain is not subject to taxes. This gain is classified as a reduction of SG&A within the Consumer Foods segment.

• Approximately $0.03 per diluted share of net gain, or $22 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This will later be reclassified to the operating segments when underlying hedged items are expensed in segment COGS.

• Approximately $0.03 per diluted share of net expense, or $12 million pretax, related to adjustments to historical legal and insurance matters. The majority of these costs are not tax deductible. This is classified as unallocated Corporate expense.

• Approximately $0.01 per diluted share of net expense, or $8 million pretax, related to restructuring activities designed to improve efficiencies in the Consumer Foods segment ($5 million classified within COGS, $3 million classified within SG&A).

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 for updating 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: availability and prices of raw materials, including any negative effects caused by inflation; the effectiveness of the company’s product pricing, including any pricing actions and promotional changes; future economic circumstances; industry conditions; the company’s ability to execute its operating and restructuring plans; the success of the company’s innovation, marketing, and cost-saving initiatives; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of any product recalls; the company’s success in efficiently and effectively integrating the company’s acquisitions; access to capital; actions of governments and regulatory factors affecting the company’s businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of the company’s common stock, if any; 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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