News Release

ConAgra Foods Reports Higher-Than-Planned Fourth-Quarter EPS; Expects Strong Performance from Continuing Operations in Fiscal 2009

Jun 26, 2008, 3:32 AM EDT

OMAHA, Neb.--(BUSINESS WIRE)--June 26, 2008--ConAgra Foods, Inc., (NYSE: CAG) one of North America's leading packaged food companies, today reported results for the fiscal 2008 fourth quarter ended May 25, 2008. Overall sales grew 15% and diluted EPS from continuing operations grew 38%. Current-quarter diluted EPS (continuing and discontinued operations) was $0.41, which includes net $0.03 per diluted share of expense from items impacting comparability. Prior-year diluted EPS (continuing and discontinued operations) of $0.39 included net $0.01 per diluted share of expense from items impacting comparability. Items impacting comparability in the current and prior year are summarized toward the end of this release.

Gary Rodkin, chief executive officer of ConAgra Foods, commented, In fiscal 2008, we made progress in several important areas of our company, most notably pricing, the innovation pipeline, more effective marketing, and efficiencies. While our higher-than-planned fourth-quarter EPS largely reflects another strong performance from the Trading & Merchandising operations, we are also pleased with the improved execution demonstrated in our continuing operations. Given the operating progress made this fiscal year as well as the recent divestiture of our Trading & Merchandising operations, we have an even greater focus on successfully executing the initiatives in our core food operations, as well as a much stronger foundation on which to deliver predictable and sustainable profitable growth going forward.

The following summary of segment sales and operating profit performance reflects activities within continuing operations. EPS of $0.23 per diluted share from discontinued operations, discussed toward the end of this document, reflects a strong performance from the company's Trading & Merchandising operations. The company notes that the reclassification of certain results from continuing operations to discontinued operations during the quarter was due largely to the divestiture of the Trading & Merchandising operations; current and historical financial results reflect this change in classification.

Consumer Foods Segment (59% of fiscal 2008 sales)

Branded consumer products sold in retail and foodservice channels; excludes international consumer operations.



            Volume & Sales Data               Year-over-year % Change
----------------------------------------------------------------------
                                             As Reported Comparable(a)
----------------------------------------------------------------------
Unit Volumes                                    Flat          -1%
----------------------------------------------------------------------
Overall Sales                                    6%           4%
----------------------------------------------------------------------
Sales for Priority Investment Brands             4%           2%
----------------------------------------------------------------------
Sales for Enabler Brands                         9%           9%
----------------------------------------------------------------------

(a) Comparable sales calculations exclude the impact of 1) sales contributed by the peanut butter business in the current and prior years, 2) sales contributed by the Banquet and private label pot pie business in the current and prior years, 3) sales for Alexia Foods, which was acquired during Q1 of fiscal 2008, and 4) sales for Lincoln Snacks, which was acquired during Q2 of fiscal 2008. See page 9 for Regulation G reconciliations.

The Consumer Foods segment posted sales of $1.7 billion and operating profit of $167 million for the quarter. The following Consumer Foods segment commentary relates to comparable performance unless otherwise indicated.

Consumer Foods' comparable sales growth was 4%, reflecting a 5% increase in net realized pricing and a 1% decrease in volume. Significant net pricing actions for the company's consumer products were implemented with customers March 24 and thus were in effect for approximately two months of the quarter; future quarters will reflect the full quarterly impact of these price increases.

    --  Comparable sales for priority investment brands, which
        represent almost 70% of segment sales, increased 2%; this
        reflects net price increases of approximately 4% and a volume
        decline of approximately 2%.

    --  Comparable sales for enabler brands increased 9%, reflecting
        net price increases of approximately 10% and an overall volume
        decline of 1%. A significant portion of the increased pricing
        relates to cooking oil.

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

Operating profit of $167 million was slightly ahead of last year, as reported, and declined 5% on a comparable basis as detailed on page 9; this represents a significant improvement from recent quarterly trends. This sequential improvement was largely driven by recent price increases. Although the company continued to successfully implement cost-saving initiatives, these were more than offset by input cost inflation in the range of $150 million. The company expects the Consumer Foods segment to perform well in fiscal 2009 given the strength of the innovation pipeline, recent and planned pricing actions, and the cost-saving initiatives in place.

Food and Ingredients Segment (35% of fiscal 2008 sales)

Specialty potato, dehydrated vegetable, seasonings, blends, flavors, and milled grain products sold to foodservice and commercial channels worldwide.

During the quarter, sales for the Food and Ingredients segment were $1.2 billion, 32% ahead of last year. Sales for the milling operations grew as higher wheat costs were passed on as higher selling prices; Lamb Weston specialty potato and appetizer operations benefited from improved pricing and product mix as well as volume growth in export markets, the combination of which more than offset the impact of significant inflation. Sales results for dehydrated products and seasoning blends grew due to new initiatives with key customers. The recent acquisition of Watts Brothers Farms contributed approximately 2 points of sales growth to the overall segment, and the company notes that the integration of the business is going smoothly. Segment operating profit was $115 million for the quarter, 9% ahead of year-ago amounts, due to the strong sales results discussed above and a focus on efficiencies.

    International Foods Segment (6% of fiscal 2008 sales)

    Branded consumer products sold internationally to retail channels.

During the quarter, sales for the International Foods segment were $185 million, 17% ahead of year-ago amounts, largely due to strong performances for popcorn, tomato, canned pasta, and snack products in key markets. The impact of foreign currency exchange rates contributed 7 points of sales growth. Canada and Mexico, the largest geographic markets in the segment, posted strong overall sales growth.

As reported, operating profit of $11 million was 39% below the $18 million earned in the year-ago period, primarily due to $10 million of restructuring costs incurred in the current quarter to improve future operating efficiencies. Excluding these restructuring costs in the current quarter, operating profit was ahead of year-ago amounts, reflecting sales growth as well as a focus on efficiencies.

    Other Items

    --  The company is very focused on SG&A efficiencies across its
        operations. Pursuing SG&A savings resulted in restructuring
        charges in the fourth quarter of $22 million ($10 million in
        International Foods, $7 million in Consumer Foods and
        approximately $5 million of unallocated corporate expense).

    --  Corporate expense was $114 million for the quarter and $164
        million in the year-ago period. Current quarter includes
        approximately $5 million of restructuring costs. The
        comparable year-over-year decrease reflects a focus on SG&A
        efficiencies in several expense areas. Professional services
        costs, primarily related to information technology projects,
        were below prior-year amounts, as were incentive accruals.

    --  Equity method investment earnings were $7 million for the
        fourth quarter, down from $14 million in the year-ago period,
        primarily reflecting higher input costs for an international
        specialty potato joint venture.

    --  Net interest expense was $70 million in the current quarter
        and $57 million in the year-ago period; during the quarter,
        the company increased its commercial paper borrowings to
        support working capital needs, primarily in the Trading &
        Merchandising operations.

    --  The effective tax rate was 26% in the current quarter; the EPS
        impact of the lower-than-expected tax rate is listed as an
        item impacting comparability.

    Capital Items

    --  During the quarter, the company repurchased approximately 4.1
        million shares of its stock for approximately $100 million.

    --  Dividends paid during the quarter totaled $93 million versus
        $90 million last year.

    --  For the quarter, capital expenditures from continuing
        operations for property, plant and equipment were $128 million
        compared with $146 million in the year-ago period.
        Depreciation and amortization expense from continuing
        operations was approximately $76 million for the quarter, in
        line with year-ago amounts.

    --  During the quarter, the company purchased Watts Brothers
        Farms, which owns and operates agricultural and farming
        businesses in Washington and Oregon. The purchase price was
        approximately $130 million in cash, plus the assumption of
        approximately $85 million of interest-bearing debt.

    --  During the quarter, the company sold the Knott's Berry Farm
        brand of jams, jellies and preserves for pretax proceeds of
        approximately $55 million in cash.

    --  The company recently completed the divestiture of its Trading
        & Merchandising operations to an investment group led by
        Ospraie Special Opportunities Fund. The purchase price was
        approximately $2.8 billion, net of transaction costs and
        subject to post-closing adjustments, which included before-tax
        proceeds of approximately $2.2 billion of cash and $550
        million (face value) of payment-in-kind debt securities. From
        the after-tax cash proceeds, the company expects to repurchase
        approximately $900 million of its shares during the first half
        of fiscal 2009, which, along with the $100 million repurchased
        in the fiscal fourth quarter of fiscal 2008, should
        meaningfully contribute to fiscal 2009 EPS performance as the
        fiscal year progresses. The company also plans to
        significantly reduce its commercial paper balances with the
        after-tax cash proceeds of the transaction.

    Discontinued Operations

During the quarter, diluted EPS from discontinued operations was $0.23 as reported, which includes $0.02 per diluted share of net expense from items impacting comparability, most of which relates to an unusually high tax rate. These earnings were largely driven by the Trading & Merchandising operations, now classified as discontinued operations, which had strong results in wholesale fertilizer operations and agricultural commodities merchandising. The Trading & Merchandising operations were sold after the fiscal year-end. Current-quarter discontinued operations also include results for the Knott's Berry Farm brand, including a small pretax gain on the sale of that brand, which occurred on May 13, 2008.

Outlook

The company expects EPS from continuing operations, excluding items impacting comparability, to be in the range of $1.56-$1.59 in fiscal 2009. Reflecting the seasonality of operating results as well as the fact that the planned share-repurchase and debt-reduction activities are not expected to be completed until the end of the first half of fiscal 2009, the company expects diluted EPS from continuing operations for the first quarter of fiscal 2009 to be in the range of $0.26-$0.28. This first-quarter outlook excludes items impacting comparability. The company will comment on its outlook in the regularly scheduled earnings releases throughout the year. The company notes that fiscal 2009 has 53 weeks.

Major Items Affecting Fourth-quarter Fiscal 2008 EPS Comparability

Included in the $0.41 diluted EPS (continuing and discontinued operations combined) for the fourth quarter of fiscal 2008 (EPS amounts rounded and after tax):

    --  $22 million pretax, or $0.03 per diluted share, of expense
        related to restructuring efforts to improve operating
        efficiencies in continuing operations. These are reflected in
        the Consumer Foods segment (approximately $7 million of SG&A)
        and the International Foods segment (approximately $1 million
        of Cost of goods sold, $9 million of SG&A) and approximately
        $5 million of unallocated corporate expense.

    --  Approximately $0.02 per diluted share of benefit from an
        unusually low tax rate on continuing operations.

    --  Approximately $0.02 per diluted share of net expense in
        discontinued operations, primarily due to an unusually high
        tax rate.

Included in the $0.39 of diluted EPS (continuing and discontinued operations combined) for the fourth quarter of fiscal 2007 (EPS amounts rounded and after tax):

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

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

    Discussion of Results

ConAgra Foods will host a conference call at 9:30 a.m. EDT today to discuss fourth-quarter results. Following the company's remarks, the call will include a question-and-answer session with the investment community. Domestic and international participants may access the conference call toll-free by dialing 1-888-224-1164 and 1-913-981-5591, 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. 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 8891440. A rebroadcast also will be available on the company's Web site. In addition, the company has posted a question-and-answer supplement relating to this release at http://investor.conagrafoods.com. To view recent company news, please visit http://media.conagrafoods.com.

ConAgra Foods, Inc., (NYSE:CAG) is one of North America's leading packaged food companies, serving grocery retailers, as well as restaurants and other foodservice establishments. Popular ConAgra Foods consumer brands include: Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt's, Marie Callender's, Orville Redenbacher's, PAM, Reddi-wip, and many others. For more information, please visit us at www.conagrafoods.com.

Note on Forward-looking Statements:

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 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, product pricing, future economic circumstances, industry conditions, the company's ability to execute its operating and restructuring plans, 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.

    Regulation G Disclosure

    Consumer Foods Segment

Below is a reconciliation of segment sales and operating profit exclusive of the pot pie business, the peanut butter business, Alexia Foods business, Lincoln Snacks business, recall costs and restructuring charges.


                                            Consumer Foods Segment
                                                 Reconciliation
                                            (impacted by rounding)

         (Dollars in millions)            Q4 FY08   Q4 FY07  % Change
                                         --------- --------- ---------

Consumer Foods Net Sales                 $  1,704  $  1,609         6%
Pot Pie Net Sales                             (21)      (26)
Net Sales of Acquired Businesses (Alexia
 & Lincoln Snacks)                            (16)        -
Peanut Butter Net Sales                       (23)        -
                                         --------- --------- ---------
Adjusted Consumer Foods Net Sales        $  1,644  $  1,583         4%
                                         ========= ========= =========

         (Dollars in millions)            Q4 FY08   Q4 FY07  % Change
                                         --------- --------- ---------

Priority Investment Brands Net Sales     $  1,194  $  1,143         4%
Banquet Pot Pie Net Sales                     (17)      (22)
Net Sales of Acquired Businesses (Alexia
 & Lincoln Snacks)                            (14)        -
Peter Pan Net Sales                           (23)        -
                                         --------- --------- ---------
Priority Investment Brands Adjusted Net
 Sales                                   $  1,140  $  1,121         2%
                                         ========= ========= =========

         (Dollars in millions)            Q4 FY08   Q4 FY07  % Change
                                         --------- --------- ---------

Enabler Brands Net Sales                 $    510  $    466         9%
Private Label Pot Pie Net Sales                (4)       (4)
Private Label Net Sales of Acquired
 Businesses                                    (2)        -
                                         --------- --------- ---------
Enabler Brands Adjusted Net Sales        $    504  $    462         9%
                                         ========= ========= =========

         (Dollars in millions)            Q4 FY08   Q4 FY07  % Change
                                         --------- --------- ---------

Consumer Foods Segment Operating Profit  $    167  $    166         1%
Peter Pan Recall Costs                          -        17
Restructuring Plan Charges/Benefits             7         -
                                         --------- --------- ---------
Consumer Foods Segment Adjusted
 Operating Profit                        $    174  $    183        -5%
                                         ========= ========= =========
ConAgra Foods, Inc.

Segment Operating Results
In millions
                                            FOURTH QUARTER
                                 -------------------------------------

                                 13 Weeks Ended 13 Weeks Ended
                                 -------------- -------------- -------
                                                               Percent
                                  May 25, 2008   May 27, 2007  Change
                                 -------------- -------------- -------
SALES
--------------------------------
Consumer Foods                        $1,703.9       $1,609.4    5.9%
Food and Ingredients                   1,188.8          897.6   32.4%
International Foods                      185.4          158.3   17.1%
                                 -------------- --------------
    Total                              3,078.1        2,665.3   15.5%
                                 -------------- --------------

OPERATING PROFIT
--------------------------------
Consumer Foods                        $  166.7       $  166.1    0.4%
Food and Ingredients                     114.7          104.8    9.4%
International Foods                       10.7           17.5  (38.9)%
                                 -------------- --------------
   Total operating profit for
    segments                             292.1          288.4    1.3%

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             (113.6)        (164.4) (30.9)%
  Interest expense, net                  (69.6)         (56.9)  22.3%
                                 -------------- --------------
Income from continuing
 operations before income taxes
 and equity method investment
 earnings                             $  108.9       $   67.1   62.3%
                                 ============== ==============

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.

ConAgra Foods, Inc.

Segment Operating Results
In millions
                                             YEAR TO DATE
                                 -------------------------------------

                                 52 Weeks Ended 52 Weeks Ended
                                 -------------- -------------- -------
                                                               Percent
                                  May 25, 2008   May 27, 2007  Change
                                 -------------- -------------- -------
SALES
--------------------------------
Consumer Foods                       $ 6,799.8      $ 6,496.7    4.7%
Food and Ingredients                   4,128.1        3,421.5   20.7%
International Foods                      677.8          613.5   10.5%
                                 -------------- --------------
    Total                             11,605.7       10,531.7   10.2%
                                 -------------- --------------

OPERATING PROFIT
--------------------------------
Consumer Foods                       $   780.8      $   847.6   (7.9)%
Food and Ingredients                     511.7          434.8   17.7%
International Foods                       49.3           64.4  (23.4)%
                                 -------------- --------------
   Total operating profit for
    segments                           1,341.8        1,346.8   (0.4)%

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             (392.3)        (427.9)  (8.3)%
  Interest expense, net                 (253.3)        (219.5)  15.4%
                                 -------------- --------------
Income from continuing
 operations before income taxes
 and equity method investment
 earnings                            $   696.2      $   699.4   (0.5)%
                                 ============== ==============

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.

ConAgra Foods, Inc.

Consolidated Statements of
 Earnings
In millions, except per share
 amounts                                    FOURTH QUARTER
                                 -------------------------------------
                                 13 Weeks Ended 13 Weeks Ended
                                 -------------- -------------- -------
                                                               Percent
                                  May 25, 2008   May 27, 2007  Change
                                 -------------- -------------- -------
Net sales                              $3,078.1       $2,665.3  15.5%
Costs and expenses:
  Cost of goods sold                    2,430.4        2,031.3  19.6%
  Selling, general and
   administrative expenses                469.2          510.0  (8.0)%
  Interest expense, net                    69.6           56.9  22.3%
                                 -------------- --------------
Income from continuing
 operations before income taxes
 and equity method investment
 earnings                                 108.9           67.1  62.3%
Income tax expense                         30.1           18.8  60.1%
Equity method investment
 earnings                                   6.8           14.3 (52.4)%
                                 -------------- --------------
Income from continuing
 operations                                85.6           62.6  36.7%

Income from discontinued
 operations, net of tax                   115.7          129.4 (10.6)%
                                 -------------- --------------

Net income                             $  201.3         $192.0   4.8%
                                 ============== ==============

Earnings per share - basic

Income from continuing
 operations                            $   0.18          $0.13  38.5%
Income from discontinued
 operations                                0.23           0.26 (11.5)%
                                 -------------- --------------
Net income                             $   0.41          $0.39   5.1%
                                 ============== ==============

Weighted average shares
 outstanding                              486.0          494.9  (1.8)%
                                 ============== ==============

Earnings per share - diluted

Income from continuing
 operations                            $   0.18          $0.13  38.5%
Income from discontinued
 operations                                0.23           0.26 (11.5)%
                                 -------------- --------------
Net income                             $   0.41          $0.39   5.1%
                                 ============== ==============

Weighted average share and share
 equivalents outstanding                  489.3          498.2  (1.8)%
                                 ============== ==============
ConAgra Foods, Inc.

Consolidated Statements of
 Earnings
In millions, except per share
 amounts                                     YEAR TO DATE
                                 -------------------------------------
                                 52 Weeks Ended 52 Weeks Ended
                                 -------------- -------------- -------
                                                               Percent
                                  May 25, 2008   May 27, 2007  Change
                                 -------------- -------------- -------
Net sales                           $  11,605.7    $  10,531.7  10.2%
Costs and expenses:
  Cost of goods sold                    8,890.1        7,838.7  13.4%
  Selling, general and
   administrative expenses              1,766.1        1,774.1  (0.5)%
  Interest expense, net                   253.3          219.5  15.4%
                                 -------------- --------------
Income from continuing
 operations before income taxes
 and equity method investment
 earnings                                 696.2          699.4  (0.5)%
Income tax expense                        227.2          245.5  (7.5)%
Equity method investment
 earnings                                  49.7           28.4  75.0%
                                 -------------- --------------
Income from continuing
 operations                               518.7          482.3   7.5%

Income from discontinued
 operations, net of tax                   411.9          282.3  45.9%
                                 -------------- --------------

Net income                          $     930.6    $     764.6  21.7%
                                 ============== ==============

Earnings per share - basic

Income from continuing
 operations                         $      1.06    $      0.96  10.4%
Income from discontinued
 operations                                0.85           0.56  51.8%
                                 -------------- --------------
Net income                          $      1.91    $      1.52  25.7%
                                 ============== ==============

Weighted average shares
 outstanding                              487.5          504.2  (3.3)%
                                 ============== ==============

Earnings per share - diluted

Income from continuing
 operations                         $      1.06    $      0.95  11.6%
Income from discontinued
 operations                                0.84           0.56  50.0%
                                 -------------- --------------
Net income                          $      1.90    $      1.51  25.8%
                                 ============== ==============

Weighted average share and share
 equivalents outstanding                  490.9          507.1  (3.2)%
                                 ============== ==============
ConAgra Foods, Inc.

Consolidated Balance Sheets
In millions
                                             May 25, 2008 May 27, 2007
                                             ------------ ------------
ASSETS
Current assets
  Cash and cash equivalents                   $     140.9  $     730.8
  Receivables, less allowance for doubtful
   accounts of $17.6 and $16.8                      890.6        819.0
  Inventories                                     1,931.5      1,625.1
  Prepaid expenses and other current assets         451.6        319.2
  Current assets held for sale                    2,667.4      1,511.9
                                             -------------------------
     Total current assets                         6,082.0      5,006.0

Property, plant and equipment, net                2,489.8      2,206.5
Goodwill                                          3,483.3      3,404.8
Brands, trademarks and other intangibles,
 net                                                816.7        774.8
Other assets                                        553.2        230.8
Noncurrent assets held for sale                     257.5        212.6
                                             -------------------------
                                              $  13,682.5  $  11,835.5
                                             =========================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Notes payable                               $     599.8  $      21.3
  Current installments of long-term debt             14.9         17.9
  Accounts payable                                  786.0        746.5
  Accrued payroll                                   374.2        334.5
  Other accrued liabilities                         688.3        846.3
  Current liabilities held for sale               1,188.1        714.4
                                             -------------------------
        Total current liabilities                 3,651.3      2,680.9

Senior long-term debt, excluding current
 installments                                     3,186.9      3,218.6
Subordinated debt                                   200.0        200.0
Other noncurrent liabilities                      1,293.0      1,129.9
Noncurrent liabilities held for sale                 13.9         23.2
Common stockholders' equity                       5,337.4      4,582.9
                                             -------------------------
                                              $  13,682.5  $  11,835.5
                                             =========================

    CONTACT: ConAgra Foods, Inc.
             Media:
             Teresa Paulsen, 402-595-5210
             Vice President, Corporate Communication
             or
             Analysts:
             Chris Klinefelter, 402-595-4154
             Vice President, Investor Relations
             www.conagrafoods.com

    SOURCE: ConAgra Foods, Inc.