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

Date of report (Date of earliest event reported): February 12, 2015

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 February 12, 2015, ConAgra Foods, Inc. (the “Company”) issued a press release containing information on the Company’s anticipated earnings per share for fiscal 2015. The press release is furnished with this Form 8-K as Exhibit 99.1

The press release includes the non-GAAP financial measures of diluted earnings per share adjusted for items impacting comparability. 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. To the extent required, these measures are reconciled in the press release 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 measures as calculated in accordance with GAAP. The inability to predict the amount and timing of future items makes a detailed reconciliation of projections of diluted EPS adjusted for items impacting comparability, impracticable.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith:

Exhibit 99.1    Press Release issued February 12, 2015

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 12, 2015	By:	/s/ Lyneth Rhoten
		Name: Lyneth Rhoten
		Title:   Vice President, Securities     Counsel and Assistant Corporate     Secretary

Exhibit Index

Exhibit 99.1  Press Release issued February 12, 2015

EX-99.1

Exhibit 99.1

        News Release For more information, please contact: Teresa Paulsen                    MEDIA Vice President, Communication & External Relations tel: 402-240-5210   Chris Klinefelter                ANALYSTS Vice President, Investor Relations tel: 402-240-4154 www.conagrafoods.com

FOR IMMEDIATE RELEASE

ConAgra Foods Revises Fiscal 2015 EPS Outlook;

Fiscal 2015 Comparable EPS $2.13-$2.18;

Fiscal 2015 Debt Reduction Goal Reaffirmed;

Commitment to Strong Dividend Reaffirmed

OMAHA, Neb., Feb. 12, 2015 – Today ConAgra Foods (NYSE: CAG) is announcing that fiscal 2015 comparable EPS is expected to be lower than previously planned. The company originally expected to post a mid-single digit rate of comparable EPS growth in fiscal 2015; the company now expects comparable fiscal 2015 EPS to be in the range of $2.13-$2.18. Fiscal 2015 operating cash flow is expected to approximate $1.6 billion, and the company expects to meet its debt reduction goals this year. The company remains committed to a strong dividend.

A strengthening dollar has negatively impacted the EPS outlook, as has a higher-than-planned mark-to-market loss from certain commodity index hedges as discussed in the company’s fiscal second-quarter earnings release. Two operating issues account for the majority of the change in EPS expectations:

• Profitability for the Private Brands segment is weaker than planned due to a highly competitive bidding environment, as well as execution shortfalls, which together have negatively impacted recent results and near-term expectations for volumes, pricing, and margins. The company is highly focused on implementing significant changes to improve execution, strengthen customer relationships, and improve the outcome of future bids; these changes have begun and will continue to be implemented over the next several quarters, and are expected to start improving results in fiscal 2016. As a result of the weaker profit outlook, the company will be evaluating the need for an additional non-cash impairment charge on the carrying value of goodwill in the Private Brands segment in connection with the preparation of the company’s fiscal third-quarter financial statements.

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• The ongoing longshoremen labor dispute on the U.S. West Coast has continued longer than the company expected, which has negatively impacted exports of Lamb Weston potato products (in the Commercial Foods segment) to international markets. To a lesser extent, some international shipments for branded products in the Consumer Foods segment have been impacted as well. The company originally expected the labor dispute to be resolved in the winter, but now assumes the dispute will continue into the spring. The company also expects a backlog of shipments for some period of time after the dispute is resolved. The items discussed above are reflected in the company’s expectations for lower-than-planned financial performance for the remainder of the fiscal year. The company also assumes that the situation surrounding the dispute does not deteriorate even further and impact shipment volumes more severely.

• The impact of these issues has been partially offset by strong SG&A efficiencies.

The company currently expects fiscal 2015 full year comparable EPS to be in the range of $2.13-$2.18. Taking all of the previously mentioned factors into consideration, as well as the timing of the mark-to-market loss, the company currently expects:

• Comparable fiscal 2015 third-quarter EPS to be in the range of $0.10 below the comparable $0.62 earned in the third quarter of fiscal 2014.

• Growth in comparable 2015 fiscal fourth-quarter EPS partially due to the fifty-third week this fiscal year.

The company will discuss relevant financial details in its fiscal 2015 third quarter earnings release scheduled for March 26, 2015.

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ConAgra Foods, Inc., (NYSE: CAG) is one of North America’s largest packaged food companies with branded and private branded food found in 99 percent of America’s households, as well as a strong commercial foods business serving restaurants and foodservice operations globally. Consumers can find recognized brands such as 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, along with food sold by ConAgra Foods under private brand labels, in grocery, convenience, mass merchandise, club and drug stores. Additionally, ConAgra Foods supplies frozen potato and sweet potato products as well as other vegetable, spice, bakery and grain products to commercial and foodservice customers. ConAgra Foods operates ReadySetEat.com, an interactive recipe website that provides consumers with easy dinner recipes and more. For more information, please visit us at www.conagrafoods.com.

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Note on Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. These risks and uncertainties include, among other things: ConAgra Foods’ ability to realize the synergies and benefits contemplated by the acquisition of Ralcorp and its ability to promptly and effectively integrate the business of Ralcorp; ConAgra Foods’ ability to realize the synergies and benefits contemplated by the Ardent Mills joint venture; risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges; the availability and prices of raw materials, including any negative effects caused by inflation or weather conditions; the effectiveness of ConAgra Foods’ product pricing, including product innovation, any pricing actions and changes in promotional strategies; the ultimate outcome of litigation, including litigation related to the lead paint and pigment matters; future economic circumstances; industry conditions; the effectiveness of ConAgra Foods’ hedging activities, including volatility in commodities that could negatively impact ConAgra Foods’ derivative positions and, in turn, ConAgra Foods’ earnings; ConAgra Foods’ ability to execute its operating and restructuring plans and achieve operating efficiencies; the success of ConAgra Foods’ cost-saving initiatives, innovation, and marketing investments; the competitive environment and related market conditions; the ultimate impact of any ConAgra Foods’ product recalls; access to capital; actions of governments and regulatory factors affecting ConAgra Foods’ businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of ConAgra Foods’ common stock and debt, if any; the longshoremen labor dispute on the U.S. West Coast and its impact on ConAgra Foods’ exports; and other risks described in ConAgra Foods’ reports filed with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. ConAgra Foods disclaims any obligation to update or revise statements contained in this press release to reflect future events or circumstances or otherwise.

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Regulation G Disclosure

Below is a reconciliation of Q3 FY14 diluted earnings per share from continuing operations, and FY14 diluted earnings per share from continuing operations, adjusted for items impacting comparability. Amounts may be impacted by rounding.

Q3 FY14 Diluted EPS from Continuing Operations

Reconciliation for Regulation G Purposes

	Q3 FY14
Diluted EPS from continuing operations	$	0.52
Items impacting comparability:
Net expense related to settlement of interest rate derivatives		0.08
Restructuring and integration costs (including acquisition-related restructuring)		0.06
Net expense related to impairment costs in the Commercial Foods segment		0.02
Net benefit related to the resolution of certain tax matters		(0.04	)
Net benefit related to unallocated mark-to-market impact of derivatives		(0.08	)
Rounding		0.01
Diluted EPS from continuing operations, adjusted for items impacting comparability	$	0.57
Net EPS contribution previously within continuing operations and subsequently reclassified to discontinued operations:
From milling operations		0.05
Diluted EPS adjusted for items impacting comparability	$	0.62
FY14 Diluted EPS from Continuing Operations
Reconciliation for Regulation G Purposes
	Total FY14
Diluted EPS from continuing operations	$	0.37
Items impacting comparability:
Net expense related to intangible asset impairment charges		1.46
Net expense related to restructuring, transaction, and integration costs		0.23
Net expense related to settlement of interest rate derivatives		0.08
Net expense related to impairment costs, net of gain on sale of non-operating asset, in the Commercial Foods segment		0.03
Net expense related to year-end remeasurement of pensions and early retirement of debt		0.01
Net benefit related to historical legal, insurance, and environmental matters		(0.02	)
Net benefit related to unallocated mark-to-market impact of derivatives		(0.05	)
Net benefit related to unusual tax matters		(0.16	)
Diluted EPS from continuing operations, adjusted for items impacting comparability	$	1.95
Net EPS contribution previously within continuing operations and subsequently reclassified to discontinued operations:
From milling operations		0.32
Net expense related to transaction costs		0.02
From other divested businesses		0.01
Net benefit related to sale of flour mills		(0.13	)
Diluted EPS adjusted for items impacting comparability	$	2.17

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