UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 28, 2010

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 1-7275

CONAGRA FOODS, INC.

Delaware		47-0248710
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
One ConAgra Drive, Omaha, Nebraska		68102-5001
(Address of principal executive offices)		(Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Number of shares outstanding of issuer’s common stock, as of December 26, 2010, was 435,717,011.

 

 

Table of Contents

Part I. FINANCIAL INFORMATION			3
Item 1 Financial Statements			3
Unaudited Condensed Consolidated Statements of Earnings for the Thirteen and Twenty-six Weeks ended November 28, 2010 and November 29, 2009			3
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Thirteen and Twenty-six Weeks ended November 28, 2010 and November 29, 2009			4
Unaudited Condensed Consolidated Balance Sheets as of November 28, 2010 and May 30, 2010			5
Unaudited Condensed Consolidated Statements of Cash Flows for the Twenty-six Weeks ended November 28, 2010 and November 29, 2009			6
Notes to Unaudited Condensed Consolidated Financial Statements			8
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3 Quantitative and Qualitative Disclosures About Market Risk			36
Item 4 Controls and Procedures			37
Part II. OTHER INFORMATION			38
Item 1 Legal Proceedings			38
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds			38
Item 6 Exhibits			38
Signatures			39
Exhibit Index			40
EX-10.1
EX-12
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

Condensed Consolidated Statements of Earnings

(in millions except per share amounts)

(unaudited)

		Thirteen weeks ended								Twenty-six weeks ended
		November 28,				November 29,				November 28,				November 29,
		2010				2009				2010				2009
Net sales		$	3,161.1			$	3,100.1			$	5,978.7			$	5,986.4
Costs and expenses:
Cost of goods sold			2,401.0				2,257.5				4,566.8				4,437.6
Selling, general and administrative expenses			428.4				456.1				838.4				878.0
Interest expense, net			33.7				40.5				71.0				81.9
Income from continuing operations before income taxes and equity method investment earnings			298.0				346.0				502.5				588.9
Income tax expense			101.4				114.1				168.4				202.9
Equity method investment earnings			4.6				5.9				10.8				14.8
Income from continuing operations			201.2				237.8				344.9				400.8
Income from discontinued operations, net of tax			0.6				1.4				3.2				3.6
Net income		$	201.8			$	239.2			$	348.1			$	404.4
Less: Net income (loss) attributable to noncontrolling interests			0.9				(0.5	)			0.8				(1.2	)
Net income attributable to ConAgra Foods, Inc.		$	200.9			$	239.7			$	347.3			$	405.6
Earnings per share — basic
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders		$	0.46			$	0.54			$	0.78			$	0.91
Income from discontinued operations attributable to ConAgra Foods, Inc. common stockholders			—				—				—				—
Net income attributable to ConAgra Foods, Inc. common stockholders		$	0.46			$	0.54			$	0.78			$	0.91
Earnings per share — diluted
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders		$	0.45			$	0.53			$	0.77			$	0.90
Income from discontinued operations attributable to ConAgra Foods, Inc. common stockholders			—				0.01				0.01				0.01
Net income attributable to ConAgra Foods, Inc. common stockholders		$	0.45			$	0.54			$	0.78			$	0.91
Cash dividends declared per common share		$	0.23			$	0.20			$	0.43			$	0.39

     See notes to the condensed consolidated financial statements.

ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(unaudited)

		Thirteen weeks ended								Twenty-six weeks ended
		November 28,				November 29,				November 28,				November 29,
		2010				2009				2010				2009
Net income		$	201.8			$	239.2			$	348.1			$	404.4
Other comprehensive income (loss):
Net derivative adjustment, net of tax			—				0.1				0.1				0.1
Unrealized gains and losses on available-for-sale securities, net of tax:
Unrealized holding gains arising during the period			0.2				0.1				—				—
Currency translation adjustment:
Unrealized translation gains arising during the period			13.1				13.9				18.0				15.1
Pension and postretirement healthcare liabilities, net of tax			1.0				0.2				3.3				(0.6	)
Comprehensive income			216.1				253.5				369.5				419.0
Comprehensive income (loss) attributable to noncontrolling interests			0.9				(0.5	)			0.8				(1.2	)
Comprehensive income attributable to ConAgra Foods, Inc.		$	215.2			$	254.0			$	368.7			$	420.2

     See notes to the condensed consolidated financial statements.

ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in millions except share data)

(unaudited)

		November 28,				May 30,
		2010				2010
ASSETS
Current assets
Cash and cash equivalents		$	545.2			$	953.2
Receivables, less allowance for doubtful accounts of $7.6 and $8.5			902.5				849.6
Inventories			1,974.3				1,606.5
Prepaid expenses and other current assets			771.8				307.3
Current assets held for sale			—				243.5
Total current assets			4,193.8				3,960.1
Property, plant and equipment			5,581.6				5,402.9
Less accumulated depreciation			(2,915.5	)			(2,777.9	)
Property, plant and equipment, net			2,666.1				2,625.0
Goodwill			3,606.9				3,552.1
Brands, trademarks and other intangibles, net			932.7				874.8
Other assets			204.0				695.6
Noncurrent assets held for sale			—				30.4
		$	11,603.5			$	11,738.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable		$	0.6			$	0.6
Current installments of long-term debt			356.1				260.2
Accounts payable			1,122.8				919.1
Accrued payroll			123.3				263.9
Other accrued liabilities			677.2				579.0
Current liabilities held for sale			—				13.4
Total current liabilities			2,280.0				2,036.2
Senior long-term debt, excluding current installments			2,684.0				3,030.5
Subordinated debt			195.9				195.9
Other noncurrent liabilities			1,491.9				1,541.3
Noncurrent liabilities held for sale			—				5.2
Total liabilities			6,651.8				6,809.1
Commitments and contingencies (Note 14)
Common stockholders’ equity
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 567,907,172 and 567,907,172			2,839.7				2,839.7
Additional paid-in capital			891.8				897.5
Retained earnings			4,576.2				4,417.1
Accumulated other comprehensive loss			(263.9	)			(285.3	)
Less treasury stock, at cost, 132,402,055 and 125,637,495 common shares			(3,097.1	)			(2,945.1	)
Total Conagra Foods, Inc. common stockholders’ equity			4,946.7				4,923.9
Noncontrolling interests			5.0				5.0
Total stockholders’ equity			4,951.7				4,928.9
		$	11,603.5			$	11,738.0

     See notes to the condensed consolidated financial statements.

ConAgra Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in millions)

(unaudited)

		Twenty-six weeks ended
		November 28,				November 29,
		2010				2009
Cash flows from operating activities:
Net income		$	348.1			$	404.4
Income from discontinued operations			3.2				3.6
Income from continuing operations			344.9				400.8
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
Depreciation and amortization			175.5				159.5
Impairment charges related to Garner accident			—				19.6
Insurance recoveries recognized related to Garner accident			(1.8	)			(41.0	)
Advances from insurance carriers related to Garner accident			10.9				28.6
Proceeds from settlement of interest rate swaps			31.5				—
Loss on sale of fixed assets			3.0				2.8
Distributions from affiliates greater (less) than current earnings			(2.7	)			3.4
Contributions to pension plans			(112.0	)			(17.1	)
Share-based payments expense			22.7				26.7
Non-cash interest income on payment-in-kind notes			(37.3	)			(39.8	)
Other items			56.2				36.9
Change in operating assets and liabilities before effects of business acquisitions and dispositions:
Accounts receivable			(47.7	)			(71.7	)
Inventory			(353.0	)			(109.4	)
Prepaid expenses and other current assets			59.1				28.6
Accounts payable			207.2				130.9
Accrued payroll			(139.9	)			16.3
Other accrued liabilities			99.3				109.4
Net cash flows from operating activities — continuing operations			315.9				684.5
Net cash flows from operating activities — discontinued operations			3.2				(27.3	)
Net cash flows from operating activities			319.1				657.2
Cash flows from investing activities:
Additions to property, plant and equipment			(211.2	)			(239.8	)
Sale of property, plant and equipment			1.5				2.3
Advances from insurance carriers related to Garner accident			13.1				10.6
Purchase of businesses and intangible assets			(136.0	)			(3.0	)
Net cash flows from investing activities — continuing operations			(332.6	)			(229.9	)
Net cash flows from investing activities — discontinued operations			245.7				4.3
Net cash flows from investing activities		$	(86.9	)		$	(225.6	)

ConAgra Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (continued)
(in millions)
(unaudited)

		Twenty-six weeks ended
		November 28,				November 29,
		2010				2009
Cash flows from financing activities:
Repayment of long-term debt		$	(289.3	)		$	(9.0	)
Repurchase of ConAgra Foods, Inc. common shares			(200.0	)			—
Cash dividends paid			(176.4	)			(169.2	)
Exercise of stock options and issuance of other stock awards			21.6				(11.7	)
Other items			(0.2	)			1.4
Net cash flows from financing activities — continuing operations			(644.3	)			(188.5	)
Net cash flows from financing activities — discontinued operations			(0.1	)			(0.4	)
Net cash flows from financing activities			(644.4	)			(188.9	)
Effect of exchange rate changes on cash and cash equivalents			4.2				4.3
Net change in cash and cash equivalents			(408.0	)			247.0
Cash and cash equivalents at beginning of period			953.2				243.2
Cash and cash equivalents at end of period		$	545.2			$	490.2

     See notes to the condensed consolidated financial statements.

ConAgra Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
For the Twenty-six Weeks ended November 28, 2010 and November 29, 2009
(columnar dollars in millions except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the ConAgra Foods, Inc. (the “Company,” “we,” “us,” or “our”) annual report on Form 10-K for the fiscal year ended May 30, 2010.

The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

Basis of Consolidation — The condensed consolidated financial statements include the accounts of ConAgra Foods, Inc. and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we have been determined to be the primary beneficiary are included in our condensed consolidated financial statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated.

Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments, and changes in prior service cost and net actuarial gains (losses) from pension and postretirement health care plans. We generally deem our foreign investments to be essentially permanent in nature and we do not provide for taxes on currency translation adjustments arising from converting the investment denominated in a foreign currency to U.S. dollars. When we determine that a foreign investment, as well as undistributed earnings, are no longer permanent in nature, estimated taxes are provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments.

The following details the income tax expense on components of other comprehensive income:

		Thirteen weeks ended								Twenty-six weeks ended
		November 28,				November 29,				November 28,				November 29,
		2010				2009				2010				2009
Net derivative adjustment		$	0.1			$	0.1			$	0.1			$	0.1
Unrealized gains on available-for-sale securities			0.1				0.1				—				—
Pension and postretirement healthcare liabilities			1.4				0.5				2.9				0.7
		$	1.6			$	0.7			$	3.0			$	0.8

Accounting Changes — In June 2009, the Financial Accounting Standards Board (“FASB”) amended its guidance on the consolidation of variable interest entities. This guidance requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. We adopted the provisions of this guidance effective as of the beginning of our fiscal 2011. The impact of the adoption of this guidance was not material to our financial statements.

Reclassifications — Certain prior year amounts have been reclassified to conform with current year presentation.

Use of Estimates — Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the condensed consolidated financial statements. Actual results could differ from these estimates.

2. DISCONTINUED OPERATIONS AND DIVESTITURES

Discontinued Operations

Gilroy Foods & Flavors^TM

During the first quarter of fiscal 2011, we completed the sale of substantially all of the assets of Gilroy Foods & Flavors™ dehydrated garlic, onion, capsicum and Controlled Moisture™, GardenFrost^®, Redi-Made™, and fresh vegetable operations for $245.7 million in cash. We reflected the results of these operations as discontinued operations for all periods presented. The assets and liabilities of the discontinued Gilroy Foods & Flavors™ dehydrated vegetable business have been reclassified as assets and liabilities held for sale within our consolidated balance sheet for the period prior to divestiture.

In connection with the sale of this business, we have entered into agreements to purchase certain ingredients from the divested business for a period of five years. The continuing cash flows related to these agreements are not significant, and accordingly, are not deemed to be direct cash flows of the divested business.

Summary of Operational Results

The summary comparative financial results of the discontinued operations were as follows:

		Thirteen weeks ended								Twenty-six weeks ended
		November 28,				November 29,				November 28,				November 29,
		2010				2009				2010				2009
Net sales		$	—			$	72.6			$	40.7			$	148.9
Operating results from discontinued operations before income taxes			(0.6	)			1.1				4.1				4.7
Gain (loss) from disposal of businesses			(0.5	)			—				0.4				—
Income (loss) before income taxes			(1.1	)			1.1				4.5				4.7
Income tax benefit (expense)			1.7				0.3				(1.3	)			(1.1	)
Income from discontinued operations, net of tax		$	0.6			$	1.4			$	3.2			$	3.6

Operating results from discontinued operations for the second quarter and first half of fiscal 2011 include the impact of a favorable resolution of a foreign tax matter relating to a discontinued business. Results in the second quarter and first half of fiscal 2010 reflected charges related to certain legal and environmental matters of divested businesses.

The assets and liabilities classified as held for sale as of May 30, 2010 were as follows:

		May 30,
		2010
Receivables, less allowances for doubtful accounts		$	29.0
Inventories			213.3
Prepaid expenses and other current assets			1.2
Current assets held for sale		$	243.5
Property, plant and equipment, net		$	30.4
Noncurrent assets held for sale		$	30.4
Current installments of long-term debt		$	0.9
Accounts payable			9.1
Accrued payroll			0.9
Other accrued liabilities			2.5
Current liabilities held for sale		$	13.4
Senior long-term debt, excluding current installments		$	5.2
Noncurrent liabilities held for sale		$	5.2

Other Divestitures

In February 2010, we completed the sale of our Luck’s^® brand for proceeds of $22.0 million in cash, resulting in a pre-tax gain of $14.3 million ($9.0 million after-tax), reflected in selling, general and administrative expenses.

3. ACQUISITIONS

In the first quarter of fiscal 2011, we acquired the assets of American Pie, LLC (“American Pie”) for $131.0 million in cash plus assumed liabilities. American Pie is a manufacturer of frozen fruit pies, thaw and serve pies, fruit cobblers, and pie crusts under the licensed Marie Callender’s^® and Claim Jumper^® trade names, as well as frozen dinners, pot pies, and appetizers under the Claim Jumper^® trade name. Approximately $51.5 million of the purchase price was allocated to goodwill and $61.3 million was allocated to brands, trademarks, and other intangibles. The amount allocated to goodwill is deductible for income tax purposes and is primarily attributable to American Pie’s product portfolio, as well as anticipated synergies and other intangibles that do not qualify for separate recognition. This business is included in the Consumer Foods segment.

In the fourth quarter of fiscal 2010, we acquired Elan Nutrition, Inc., a privately held formulator and manufacturer of private label snack and nutrition bars, for $103.5 million in cash plus assumed liabilities. Approximately $66.4 million of the purchase price was allocated to goodwill and $33.6 million was allocated to brands, trademarks, and other intangibles. The amount allocated to goodwill is not deductible for income tax purposes and primarily reflects the value of the synergies we expect from the acquisition as well as other intangibles that do not qualify for separate recognition. This business is included in the Consumer Foods segment.

4. PAYMENT-IN-KIND NOTES RECEIVABLE

In connection with the divestiture of the trading and merchandising operations in fiscal 2009, we received $550.0 million (face value) of payment-in-kind debt securities (the “Notes”) issued by the purchaser of the divested business. The Notes were recorded at an initial estimated fair value of $479.4 million.

The Notes were issued in three tranches: $99,990,000 original principal amount of 10.5% notes due June 2010; $200,035,000 original principal amount of 10.75% notes due June 2011; and $249,975,000 original principal amount of 11.0% notes due June 2012. The Notes permitted payment of interest in cash or in additional notes.

During the fourth quarter of fiscal 2010, we received $115.4 million as payment in full of all principal and interest due on the first tranche of the Notes, in advance of the scheduled maturity date. On December 6, 2010, subsequent to the second quarter of fiscal 2011, we received $554.2 million as payment in full of all principal and interest due on the second and third tranches of the Notes, in advance of the scheduled maturity dates. As a result, we will recognize a gain of $25.0 million in the third quarter of fiscal 2011.

At November 28, 2010, the outstanding Notes, which were classified within prepaid expenses and other current assets, had a carrying value of $527.5 million. At May 30, 2010, the outstanding Notes, which were classified as other assets, had an aggregate carrying value of $490.2 million.

5. VARIABLE INTEREST ENTITIES

Variable Interest Entities Consolidated

In September 2008, we acquired a 49.99% interest in Lamb Weston BSW, LLC (“Lamb Weston BSW”), a potato processing venture with Ochoa Ag Unlimited Foods, Inc. (“Ochoa”). We provide all sales and marketing services to Lamb Weston BSW. Under certain circumstances, we could be required to compensate the other equity owner of Lamb Weston BSW for lost profits resulting from significant production shortfalls (“production shortfalls”). Commencing on June 1, 2018, or on an earlier date under certain circumstances, we have a contractual right to purchase the remaining equity interest in Lamb Weston BSW from Ochoa (the “call option”). Commencing on July 30, 2011, or on an earlier date under certain circumstances, we are subject to a contractual obligation to purchase all of Ochoa’s equity investment in Lamb Weston BSW at the option of Ochoa (the “put option”). The purchase prices under the call option and the put option (the “options”) are based on the book value of Ochoa’s equity interest at the date of exercise, as modified by an agreed-upon rate of return for the holding period of the investment balance. The agreed-upon rate of return varies depending on the circumstances under which any of the options are exercised. We have determined that Lamb Weston BSW is a variable interest entity and that we are the primary beneficiary of the entity. Accordingly, we consolidate the financial statements of Lamb Weston BSW.

In the first quarter of fiscal 2010, we established a line of credit with Lamb Weston BSW, under which we will lend up to $1.5 million to Lamb Weston BSW. As of November 28, 2010, the balance of $1.1 million was due upon demand. Borrowings under the line of credit bear interest at a rate of LIBOR plus 3%. In the first quarter of fiscal 2011, we repaid $35.4 million of bank borrowings of Lamb Weston BSW and took assignment of a promissory note from the joint venture for the same amount, due in June 2018. The promissory note carries a tiered interest rate schedule and is currently accruing interest at a rate of LIBOR plus 350 basis points with a floor of 4.25%. The amounts owed by Lamb Weston BSW to the Company are not reflected in our balance sheets, as they are eliminated in consolidation.

Our variable interests in Lamb Weston BSW include an equity investment in the venture, the options, the promissory note, certain fees paid to us by Lamb Weston BSW for sales and marketing services, the contingent obligation related to production shortfalls, and the line of credit advanced to Lamb Weston BSW. Our maximum exposure to loss as a result of our involvement with this venture is equal to our equity investment in the venture and advances under the line of credit and the promissory note extended to the venture, except under certain circumstances under which production shortfalls occur. In the event of a production shortfall, we could be required to compensate the other equity owner of Lamb Weston BSW for lost profits. It is not possible to determine the maximum exposure to losses from production shortfalls. However, we do not expect to incur any losses resulting from this exposure.

We also consolidate the assets and liabilities of several entities from which we lease corporate aircraft. Each of these entities has been determined to be a variable interest entity and we have been determined to be the primary beneficiary of each of these entities. Under the terms of the aircraft leases, we provide guarantees to the owners of these entities of a minimum residual value of the aircraft at the end of the lease term. We also have fixed price purchase options on the aircraft leased from these entities. Our maximum exposure to loss from our involvement with these entities is limited to the difference between the fair value of the leased aircraft and the amount of the residual value guarantees at the time we terminate the leases (the leases expire between December 2011 and October 2012). The total amount of the residual value guarantees for these aircraft at the end of the respective lease terms is $38.4 million.

Due to the consolidation of these variable interest entities, we reflected in our balance sheets:

		November 28,				May 30,
		2010				2010
Cash and cash equivalents		$	2.6			$	—
Receivables, net			15.9				16.9
Inventories			1.5				1.4
Prepaid expenses and other current assets			0.2				0.3
Property, plant and equipment, net			93.7				96.5
Goodwill			18.8				18.8
Brands, trademarks and other intangibles, net			9.4				9.8
Total assets		$	142.1			$	143.7
Current installments of long-term debt		$	3.9			$	6.4
Accounts payable			11.3				12.2
Accrued payroll			0.3				0.3
Other accrued liabilities			0.7				0.7
Senior long-term debt, excluding current installments			41.5				76.8
Other noncurrent liabilities (noncontrolling interest)			25.6				24.8
Total liabilities		$	83.3			$	121.2

The liabilities recognized as a result of consolidating the Lamb Weston BSW entity do not represent additional claims on our general assets. The creditors of Lamb Weston BSW have claims only on the assets of Lamb Weston BSW. The assets recognized as a result of consolidating Lamb Weston BSW are the property of the venture and are not available to us for any other purpose, other than as a secured lender under the promissory note.

Variable Interest Entities Not Consolidated

We also have variable interests in certain other entities that we have determined to be variable interest entities, but for which we are not the primary beneficiary. We have not consolidated the financial statements of these entities.

We hold a 50% interest in Lamb Weston RDO, a potato processing venture. We provide all sales and marketing services to Lamb Weston RDO. We receive a fee for these services based on a percentage of the net sales of the venture. We reflect the value of our ownership interest in this venture in other assets, based upon the equity method of accounting. The balance of our investment was $13.0 million and $13.8 million at November 28, 2010 and May 30, 2010, respectively, representing our maximum exposure to loss as a result of our involvement with this venture. The capital structure of Lamb Weston RDO includes owners’ equity of $26.1 million

and term borrowings from banks of $45.3 million as of November 28, 2010. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this venture.

We lease certain office buildings from entities that we have determined to be variable interest entities. The lease agreements with these entities include fixed-price purchase options for the assets being leased, representing our only variable interest in these lessor entities. These leases are accounted for as operating leases, and accordingly, there are no material assets or liabilities associated with these entities included in our balance sheets. We have no material exposure to loss from our variable interests in these entities. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of these entities. In making this determination, we have considered, among other items, the terms of the lease agreements, the expected remaining useful lives of the assets leased, and the capital structure of the lessor entities.

6. GARNER, NORTH CAROLINA ACCIDENT

On June 9, 2009, an accidental explosion occurred at our manufacturing facility in Garner, North Carolina (the “Garner accident”). This facility was the primary production facility for our Slim Jim^® branded meat snacks. On June 13, 2009, the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives announced its determination that the explosion was the result of an accidental natural gas release, and not a deliberate act.

We maintain comprehensive property (including business interruption), workers’ compensation, and general liability insurance policies with very significant loss limits that we believe will provide substantial and broad coverage for the currently foreseeable losses arising from this accident.

We recognized charges totaling $8.1 million ($3.7 million in selling, general and administrative expenses and $4.4 million in cost of goods sold) and $44.7 million ($34.1 million in selling, general and administrative expenses and $10.6 million in cost of goods sold) in the second quarter and first half of fiscal 2010, respectively, in connection with the Garner accident. These amounts exclude lost profits from the interruption of the business. We also recognized insurance recoveries of $7.3 million and $41.0 million in selling, general and administrative expenses in the second quarter and first half of fiscal 2010, respectively. The costs incurred and insurance recoveries recognized in the second quarter and first half of fiscal 2011 were not material.

Through November 28, 2010, we had received payment advances from the insurers of $109.0 million for our initial insurance claims for this matter, $59.8 million of which has been recognized as a reduction to selling, general and administrative expenses (primarily in fiscal 2010), largely offsetting the cumulative charges of $63.7 million recognized to date in connection with the event. The deferred balance of $49.2 million is classified as other accrued liabilities within our consolidated balance sheet as of November 28, 2010, in accordance with applicable accounting guidance. We anticipate final settlement of the claim will occur in fiscal 2011. Based on management’s current assessment of production options, the expected level of insurance proceeds, and the estimated potential amount of losses and impact on the Slim Jim^® brand, we do not believe that the Garner accident will have a material adverse effect on our results of operations, financial condition, or liquidity.

7. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The change in the carrying amount of goodwill for the first half of fiscal 2011 was as follows:

		Consumer				Commercial
		Foods				Foods				Total
Balance as of May 30, 2010		$	3,423.5			$	128.6			$	3,552.1
Acquisitions			51.5				—				51.5
Translation and other			2.8				0.5				3.3
Balance as of November 28, 2010		$	3,477.8			$	129.1			$	3,606.9

Other identifiable intangible assets were as follows:

		November 28, 2010								May 30, 2010
		Gross								Gross
		Carrying				Accumulated				Carrying				Accumulated
		Amount				Amortization				Amount				Amortization
Non-amortizing intangible assets		$	771.2			$	—			$	771.2			$	—
Amortizing intangible assets			201.1				39.6				134.8				31.2
		$	972.3			$	39.6			$	906.0			$	31.2

Non-amortizing intangible assets are comprised of brands and trademarks.

Amortizing intangible assets, carrying a weighted average life of approximately 13 years, are principally composed of licensing arrangements and customer relationships. Based on amortizing assets recognized in our balance sheet as of November 28, 2010, amortization expense is estimated to be $15.0 million for each of the next five years.

8. DERIVATIVE FINANCIAL INSTRUMENTS

Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives.

Commodity futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, proteins, dairy, grains, and electricity. Generally, we economically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. We may enter into longer-term economic hedges on particular commodities, if deemed appropriate. As of November 28, 2010, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through March 2012.

In order to reduce exposures related to changes in foreign currency exchange rates, when deemed prudent, we enter into forward exchange, option, or swap contracts for transactions denominated in a currency other than the applicable functional currency. This includes, but is not limited to, hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign-denominated assets and liabilities. As of November 28, 2010, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through May 2017.

From time to time, we may use derivative instruments, including interest rate swaps, to reduce risk related to changes in interest rates. This includes, but is not limited to, hedging against increasing interest rates prior to the issuance of long-term debt and hedging the fair value of our senior long-term debt.

Derivatives Designated as Fair Value Hedges

During the fourth quarter of fiscal 2010, we entered into interest rate swap contracts to hedge the change in the fair value of certain of our senior long-term debt instruments maturing in fiscal 2012 and 2015, due to changes in the benchmark interest rate. The interest rate swaps effectively changed our interest rates on the senior long-term debt instruments from fixed to variable. We designated these interest rate swap contracts as fair value hedges of the debt instruments.

Changes in fair value of the derivative instruments are immediately recognized in earnings along with changes in the fair value of the items being hedged (based solely on the change in the benchmark interest rate). These gains and losses are classified within selling, general and administrative expenses. A net gain of $1.1 million and $23.0 million was recognized on the interest rate swap contracts during the second quarter and first half of fiscal 2011, respectively. A net loss of $10.4 million and $29.7 million was recognized on the senior long-term debt during the second quarter and first half of fiscal 2011, respectively.

During the second quarter of fiscal 2011, we terminated the interest rate swap contracts and received proceeds of $31.5 million. The cumulative adjustment to the fair value of the debt instruments being hedged (the effective portion of the hedge), $33.8 million, will be amortized as a reduction of interest expense through fiscal 2015, which is over the remaining lives of the debt instruments.

The entire change in fair value of the derivative instruments was included in our assessment of hedge effectiveness.

The net notional amount of the interest rate derivatives outstanding at May 30, 2010 was $842.7 million.

Economic Hedges of Forecasted Cash Flows

Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold.

Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk

We may use cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities (including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in selling, general and administrative expenses. These substantially offset the foreign currency transaction gains or losses recognized on the monetary assets or liabilities being economically hedged.

Derivative Activity in Our Milling Operations

We also use derivative instruments within our milling operations, which are part of the Commercial Foods segment. Derivative instruments used to economically hedge commodity inventories and forward purchase and sales contracts within the milling operations are marked-to-market such that realized and unrealized gains and losses are immediately included in operating results. The underlying inventory and forward contracts being hedged are also marked-to-market with changes in market value recognized immediately in operating results.

For commodity derivative trading activities within our milling operations that are not intended to mitigate commodity input cost risk, the derivative instrument is marked-to-market each period with gains and losses included in net sales of the Commercial Foods segment. There were no material gains or losses from derivative trading activities in the periods being reported.

All derivative instruments are recognized on the balance sheet at fair value. The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with FASB guidance, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cash collateral and obligations to return cash collateral, where legal right of setoff exists. At November 28, 2010 and May 30, 2010, amounts representing a right to reclaim cash collateral of $8.7 million and $8.6 million, respectively, were included in prepaid expenses and other current assets in our balance sheets.

Derivative assets and liabilities and amounts representing a right to reclaim cash collateral were reflected in our balance sheets as follows:

		November 28,				May 30,
		2010				2010
Prepaid expenses and other current assets		$	49.4			$	61.8
Other accrued liabilities			40.5				10.1

The following table presents our derivative assets and liabilities, on a gross basis, prior to the offsetting of amounts where legal right of setoff existed at November 28, 2010:

		Derivative Assets						Derivative Liabilities
		Balance Sheet						Balance Sheet
		Location		Fair Value				Location		Fair Value
Commodity contracts		Prepaid expenses and other current assets		$	54.9			Other accrued liabilities		$	45.4
Foreign exchange contracts		Prepaid expenses and other current assets			2.5			Other accrued liabilities			10.2
Other		Prepaid expenses and other current assets			0.1			Other accrued liabilities			1.7
Total derivatives not designated as hedging instruments				$	57.5					$	57.3
Total derivatives				$	57.5					$	57.3

The following table presents our derivative assets and liabilities, on a gross basis, prior to the offsetting of amounts where legal right of setoff existed at May 30, 2010:

		Derivative Assets						Derivative Liabilities
		Balance Sheet						Balance Sheet
		Location		Fair Value				Location		Fair Value
Interest rate contracts		Prepaid expenses and other current assets		$	8.5			Other accrued liabilities		$	—
Total derivatives designated as hedging instruments				$	8.5					$	—
Commodity contracts		Prepaid expenses and other current assets		$	48.7			Other accrued liabilities		$	20.0
Foreign exchange contracts		Prepaid expenses and other current assets			8.1			Other accrued liabilities			1.3
Other		Prepaid expenses and other current assets			—			Other accrued liabilities			0.9
Total derivatives not designated as hedging instruments				$	56.8					$	22.2
Total derivatives				$	65.3					$	22.2

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our statements of earnings were as follows:

		Location in
		Consolidated
		Statement
		of Earnings of Gain		Amount of Gain (Loss) Recognized on Derivatives
Derivatives Not Designated as Hedging		(Loss) Recognized		in Consolidated Statement of Earnings for the Thirteen Weeks Ended
Instruments		on Derivatives		November 28, 2010				November 29, 2009
Commodity contracts		Cost of goods sold		$	35.4			$	13.2
Foreign exchange contracts		Cost of goods sold			(2.6	)			(5.1	)
Foreign exchange contracts		Selling, general and administrative expense			(2.0	)			—
Total gain from derivative instruments not designated as hedging instruments				$	30.8			$	8.1

		Location in
		Consolidated
		Statement
		of Earnings of Gain		Amount of Gain (Loss) Recognized on Derivatives
Derivatives Not Designated as Hedging		(Loss) Recognized		in Consolidated Statement of Earnings for the Twenty-six Weeks Ended
Instruments		on Derivatives		November 28, 2010				November 29, 2009
Commodity contracts		Cost of goods sold		$	9.7			$	79.7
Foreign exchange contracts		Cost of goods sold			(12.2	)			(6.8	)
Foreign exchange contracts		Selling, general and administrative expense			(2.4	)			—
Total gain (loss) from derivative instruments not designated as hedging instruments				$	(4.9	)		$	72.9

As of November 28, 2010, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $641.2 million and $1.0 billion for purchase and sales contracts, respectively. As of May 30, 2010, our open commodity contracts had a notional value of $563.7 million and $577.1 million for purchase and sales contracts, respectively. The notional amount of our foreign currency forward and cross currency swap contracts as of November 28, 2010 and May 30, 2010 was $254.2 million and $240.0 million, respectively. In addition, we held foreign currency option collar contracts with notional amounts of $97.6 million and $97.2 million as of November 28, 2010 and May 30, 2010, respectively.

We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties. We monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties. We have not incurred a material loss in any period presented and do not expect to incur any such material loss. We also enter into futures and options transactions through various regulated exchanges.

At November 28, 2010, the maximum amount of loss due to the credit risk of the counterparties, had the counterparties failed to perform according to the terms of the contracts, was $35.4 million.

9. SHARE-BASED PAYMENTS

For the thirteen and twenty-six weeks ended November 28, 2010, we recognized total stock-based compensation expense (including stock options, restricted stock units, and performance shares) of $14.3 million and $22.7 million, respectively. For the thirteen and twenty-six weeks ended November 29, 2009, we recognized total stock-based compensation expense of $14.7 million and $26.7 million, respectively. During the first half of fiscal 2011, we granted 1.4 million restricted stock units at a weighted average grant date price of $23.79, 6.2 million stock options at a weighted average exercise price of $23.81, and 0.5 million performance shares at a weighted average grant date price of $21.43.

The performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goals are based upon our earnings before interest and taxes and our return on average invested capital measured over a defined performance period. The awards actually earned will range from zero to three hundred percent of the targeted number of the performance shares granted in fiscal 2009 and fiscal 2010 and from zero to two hundred percent of the targeted number of the performance shares granted in fiscal 2011, and will in each case be paid in shares of common stock. Subject to limited exceptions set forth in the plan, any shares earned will be distributed at the end of the defined performance period. The value of the performance shares granted in fiscal 2009, 2010, and 2011 is adjusted based upon the market price of our stock at the end of each reporting period and amortized as compensation expense over the vesting period.

The weighted average Black-Scholes assumptions for stock options granted during the first half of fiscal 2011 were as follows:

Expected volatility (%)			22.83
Dividend yield (%)			3.50
Risk-free interest rate (%)			1.71
Expected life of stock option (years)			4.82

The weighted average value of stock options granted during the first half of fiscal 2011 was $3.31 per option, based upon a Black-Scholes methodology.

10. EARNINGS PER SHARE

Basic earnings per share is calculated on the basis of weighted average outstanding common shares. Diluted earnings per share is computed on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock awards, and other dilutive securities.

The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share:

		Thirteen weeks ended								Twenty-six weeks ended
		November 28,				November 29,				November 28,				November 29,
		2010				2009				2010				2009
Net income available to ConAgra Foods, Inc. common stockholders:
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders		$	200.3			$	238.3			$	344.1			$	402.0
Income from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders			0.6				1.4				3.2				3.6
Net income attributable to ConAgra Foods, Inc. common stockholders		$	200.9			$	239.7			$	347.3			$	405.6
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated			(0.9	)			(0.3	)			(2.3	)			(0.6	)
Net income available to ConAgra Foods, Inc. common stockholders		$	200.0			$	239.4			$	345.0			$	405.0
Weighted average shares outstanding:
Basic weighted average shares outstanding			437.8				443.2				439.7				443.2
Add: Dilutive effect of stock options, restricted stock awards, and other dilutive securities			3.8				3.0				4.1				2.6
Diluted weighted average shares outstanding			441.6				446.2				443.8				445.8

For the thirteen and twenty-six weeks ended November 28, 2010, there were 21.2 million and 19.0 million stock options outstanding, respectively, that were excluded from the computation of shares contingently issuable upon exercise of the stock options because

exercise prices exceeded the average market value of our common stock during the period. For the thirteen and twenty-six weeks ended November 29, 2009, there were 29.8 million and 36.4 million stock options, respectively, excluded from the calculation.

11. INVENTORIES

The major classes of inventories were as follows:

		November 28,				May 30,
		2010				2010
Raw materials and packaging		$	670.7			$	481.0
Work in process			135.2				95.9
Finished goods			1,080.2				945.0
Supplies and other			88.2				84.6
		$	1,974.3			$	1,606.5

12. RESTRUCTURING

During the fourth quarter of fiscal 2010, our Board of Directors approved a plan recommended by executive management related to the long-term production of our meat snack products. The plan provides for the closure of our meat snacks production facility in Garner, North Carolina, and the movement of production to our existing facility in Troy, Ohio. Since the Garner accident, the Troy facility has been producing a portion of our meat snack products. Upon completion of the plan’s implementation, which is expected to be in the second quarter of fiscal 2012, the Troy facility will be our primary meat snacks production facility. The plan is expected to result in the termination of approximately 500 employee positions in Garner and the creation of approximately 200 employee positions in Troy.

Also in the fourth quarter of fiscal 2010, we made a decision to move certain administrative functions from Edina, Minnesota, to Naperville, Illinois. We completed the transition of these functions in the first half of fiscal 2011. This plan, together with the plan to move production of our meat snacks from Garner, North Carolina to Troy, Ohio, is collectively referred to as the 2010 restructuring plan (“2010 plan”).

In connection with the 2010 plan, we expect to incur pre-tax cash and non-cash charges for asset impairments, accelerated depreciation, severance, relocation, and site closure costs of $70.2 million, of which $39.2 million was recognized in fiscal 2010. We have recognized expenses associated with the 2010 plan, including but not limited to, impairments of property, plant and equipment, accelerated depreciation, severance and related costs, and plan implementation costs (e.g., consulting, employee relocation, etc.). We anticipate that we will recognize the following pre-tax expenses associated with the 2010 plan in the fiscal 2010 to 2012 timeframe (amounts include charges recognized in fiscal 2010 and in the first half of fiscal 2011):

		Consumer
		Foods				Corporate				Total
Accelerated depreciation		$	21.2			$	—			$	21.2
Inventory write-offs			0.7				—				0.7
Total cost of goods sold			21.9				—				21.9
Asset impairment			16.5				—				16.5
Severance and related costs			16.1				—				16.1
Other, net			12.1				3.6				15.7
Total selling, general and administrative expenses			44.7				3.6				48.3
Consolidated total		$	66.6			$	3.6			$	70.2

Included in the above estimates are $30.1 million of charges which have resulted or will result in cash outflows and $40.1 million of non-cash charges.

During the second quarter of fiscal 2011, we recognized the following pre-tax charges in our consolidated statement of earnings for the 2010 plan:

		Consumer
		Foods				Corporate				Total
Accelerated depreciation		$	3.5			$	—			$	3.5
Total cost of goods sold			3.5				—				3.5
Severance and related costs			0.3				—				0.3
Other, net			0.9				—				0.9
Total selling, general and administrative expenses			1.2				—				1.2
Consolidated total		$	4.7			$	—			$	4.7

During the first half of fiscal 2011, we recognized the following pre-tax charges in our consolidated statement of earnings for the 2010 plan:

		Consumer
		Foods				Corporate				Total
Accelerated depreciation		$	6.9			$	—			$	6.9
Total cost of goods sold			6.9				—				6.9
Severance and related costs			0.8				—				0.8
Other, net			4.9				0.1				5.0
Total selling, general and administrative expenses			5.7				0.1				5.8
Consolidated total		$	12.6			$	0.1			$	12.7

We recognized the following cumulative (plan inception to November 28, 2010) pre-tax charges related to the 2010 plan in our consolidated statement of earnings:

		Consumer
		Foods				Corporate				Total
Accelerated depreciation		$	10.2			$	—			$	10.2
Total cost of goods sold			10.2				—				10.2
Asset impairment			16.5				—				16.5
Severance and related costs			14.9				—				14.9
Other, net			6.6				3.6				10.2
Total selling, general and administrative expenses			38.0				3.6				41.6
Consolidated total		$	48.2			$	3.6			$	51.8

Liabilities recorded for the various initiatives and changes therein for the second quarter of fiscal 2011 under the 2010 plan were as follows:

		Balance at				Costs Incurred												Balance at
		August 29,				and Charged				Costs Paid				Changes in				November 28,
		2010				to Expense				or Otherwise Settled				Estimates				2010
Severance and related costs		$	13.1			$	0.3			$	(1.8	)		$	—			$	11.6
Plan implementation costs			1.1				0.9				(1.2	)			—				0.8
Other costs			3.0				—				—				—				3.0
Total		$	17.2			$	1.2			$	(3.0	)		$	—			$	15.4

13. INCOME TAXES

Our income tax expense from continuing operations for the second quarter of fiscal 2011 and 2010 was $101.4 million and $114.1 million, respectively. Income tax expense from continuing operations for the first half of fiscal 2011 and 2010 was $168.4 million and $202.9 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income from continuing operations, inclusive of equity method investment earnings) from continuing operations was approximately 34% and 33% for the second quarter and first half of fiscal 2011, respectively, and 32% and 34% for the second quarter and first half of fiscal 2010, respectively. The effective tax rates for the second quarter and first half of fiscal 2010 reflected a benefit of approximately 3% and 1%, respectively, from certain income tax credits and deductions identified in this period related to prior periods.

The amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $58.7 million as of November 28, 2010 and $53.4 million as of May 30, 2010. Included in the balance was $3.8 million

as of November 28, 2010 and $4.6 million as of May 30, 2010 for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. Any associated interest and penalties imposed would affect the tax rate. The gross unrecognized tax benefits excluded related liabilities for gross interest and penalties of $14.7 million and $14.8 million as of November 28, 2010 and May 30, 2010, respectively.

The net amount of unrecognized tax benefits at November 28, 2010 and May 30, 2010 that, if recognized, would impact the Company’s effective tax rate was $36.7 million and $32.6 million, respectively. Recognition of these tax benefits would have a favorable impact on the Company’s effective tax rate.

We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by $0 to $5 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations.

14. CONTINGENCIES

In fiscal 1991, we acquired Beatrice Company (“Beatrice”). As a result of the acquisition and the significant pre-acquisition contingencies of the Beatrice businesses and its former subsidiaries, our consolidated post-acquisition financial statements reflect liabilities associated with the estimated resolution of these contingencies. These include various litigation and environmental proceedings related to businesses divested by Beatrice prior to its acquisition by us. The litigation includes suits against a number of lead paint and pigment manufacturers, including ConAgra Grocery Products and the Company as alleged successors to W. P. Fuller Co., a lead paint and pigment manufacturer owned and operated by Beatrice until 1967. Although decisions favorable to us have been rendered in Rhode Island, New Jersey, Wisconsin, and Ohio, we remain a defendant in active suits in Illinois and California. The Illinois suit seeks class-wide relief in the form of medical monitoring for elevated levels of lead in blood. In California, a number of cities and counties joined in a consolidated action seeking abatement of the alleged public nuisance.

The environmental proceedings include litigation and administrative proceedings involving Beatrice’s status as a potentially responsible party at 36 Superfund, proposed Superfund, or state-equivalent sites; these sites involve locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, PCBs, acids, lead, sulfur, tannery wastes, and/or other contaminants. Beatrice has paid or is in the process of paying its liability share at 33 of these sites. Reserves for these matters have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The reserves for Beatrice environmental matters totaled $70.2 million as of November 28, 2010, a majority of which relates to the Superfund and state-equivalent sites referenced above. We expect expenditures for Beatrice environmental matters to continue for up to 20 years.

In limited situations, we will guarantee an obligation of an unconsolidated entity. At the time in which we initially provide such a guarantee, we assess the risk of financial exposure to us under these agreements. We consider the credit-worthiness of the guaranteed party, the value of any collateral pledged against the related obligation, and any other factors that may mitigate our risk (e.g., letters of credit from a financial institution). We actively monitor market and entity-specific conditions that may result in a change of our assessment of the risk of loss under these agreements.

We guarantee certain leases and other commercial obligations resulting from the divestiture of our fresh beef and pork operations. The remaining terms of these arrangements do not exceed five years and the maximum amount of future payments we have guaranteed was $14.7 million as of November 28, 2010.

We have also guaranteed the performance of the divested fresh beef and pork business with respect to a hog purchase contract. The hog purchase contract requires the divested fresh beef and pork business to purchase a minimum of approximately 1.2 million hogs annually through 2014. The contract stipulates minimum price commitments, based in part on market prices, and, in certain circumstances, also includes price adjustments based on certain inputs. We have not established a liability for any of the fresh beef and pork divestiture-related guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote.

We are a party to various potato supply agreements. Under the terms of certain such potato supply agreements, we have guaranteed repayment of short-term bank loans of the potato suppliers, under certain conditions. At November 28, 2010, the amount of supplier loans we have effectively guaranteed was $6.8 million. We have not established a liability for these guarantees, as we have determined that the likelihood of our required performance under the guarantees is remote.

We are a party to various agreements with an onion processing company. We have guaranteed, under certain conditions, repayment of a portion of the loan held by this supplier for its onion processing related operations. At November 28, 2010, the amount of our

guarantee was $25.0 million. In the event of default on this loan by the supplier, we have the contractual right to purchase the loan from the lender, thereby giving us secured rights to the underlying collateral. We have not established a liability in connection with this guarantee, as we believe the likelihood of financial exposure to us under this guarantee is remote.

Federal income tax credits were generated related to our sweet potato production facility in Delhi, Louisiana. Third parties invested in certain of these income tax credits. We have guaranteed these third parties the face value of these income tax credits over their statutory lives, a period of seven years, in the event that the income tax credits are recaptured or reduced. The face value of the income tax credits was $21.2 million as of November 28, 2010. We believe the likelihood of the recapture or reduction of the income tax credits is remote, and therefore we have not established a liability in connection with this guarantee.

We are a party to a number of lawsuits and claims arising out of the operation of our business, including lawsuits and claims related to the February 2007 recall of our peanut butter products and litigation we initiated against an insurance carrier to recover our settlement expenditures and defense costs. We recognized a charge of $24.8 million during the third quarter of fiscal 2009 in connection with the disputed coverage with this insurance carrier. During the second quarter of fiscal 2010, a Delaware state court rendered a decision on certain matters in our claim for the disputed coverage favorable to the insurance carrier. We have appealed this decision and continue to pursue this matter vigorously.

In June 2009, an accidental explosion occurred at our manufacturing facility in Garner, North Carolina. See Note 6 for information related to this matter.

We are a party to several lawsuits concerning the use of diacetyl, a butter flavoring ingredient that was added to our microwave popcorn until late 2007. The cases are primarily consumer personal injury suits claiming respiratory illness allegedly due to exposures to vapors from microwaving popcorn. Another case involved a putative class action contending that our packaging information with respect to diacetyl is false and misleading. Through the second quarter of fiscal 2011, we have received a favorable verdict, summary judgment ruling, and two dismissals in connection with these suits, and the class action motion in the packaging suit was denied. The verdict and the favorable summary judgment ruling have been appealed. We do not believe these cases possess merit and continue to vigorously defend them.

After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity. It is reasonably possible that a change in one of the estimates of the foregoing matters may occur in the future. Costs of legal services are recognized in earnings as services are provided.

15. PENSION AND POSTRETIREMENT BENEFITS

We have defined benefit retirement plans (“plans”) for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits (“other postretirement benefits”) to qualifying U.S. employees.

Components of pension benefit and other postretirement benefit costs included:

		Pension Benefits
		Thirteen weeks ended								Twenty-six weeks ended
		November 28,				November 29,				November 28,				November 29,
		2010				2009				2010				2009
Service cost		$	14.9			$	12.5			$	29.8			$	25.0
Interest cost			36.9				37.0				73.8				74.0
Expected return on plan assets			(43.3	)			(40.3	)			(86.6	)			(80.6	)
Amortization of prior service cost			0.8				0.8				1.6				1.6
Settlement cost			—				1.9				—				1.9
Curtailment loss			—				—				1.3				—
Recognized net actuarial loss			4.1				1.0				8.2				1.9
Benefit cost — Company plans			13.4				12.9				28.1				23.8
Pension benefit cost — multi-employer plans			2.6				3.1				5.1				5.6
Total benefit cost		$	16.0			$	16.0			$	33.2			$	29.4

		Postretirement Benefits
		Thirteen weeks ended								Twenty-six weeks ended
		November 28,				November 29,				November 28,				November 29,
		2010				2009				2010				2009
Service cost		$	0.2			$	0.1			$	0.3			$	0.2
Interest cost			4.0				4.5				8.1				9.0
Expected return on plan assets			—				(0.1	)			(0.1	)			(0.2	)
Amortization of prior service cost			(2.3	)			(2.3	)			(4.7	)			(4.7	)
Recognized net actuarial loss			1.1				—				2.3				—
Total cost — Company plans		$	3.0			$	2.2			$	5.9			$	4.3

During the second quarter and first half of fiscal 2011, we contributed $1.9 million and $112.0 million, respectively, to our pension plans and contributed $7.4 million and $14.6 million, respectively, to our other postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of $10.0 million to our pension plans for the remainder of fiscal 2011. We anticipate making further contributions of $17.4 million to our other postretirement plans during the remainder of fiscal 2011. These estimates are based on current tax laws, plan asset performance, and liability assumptions, all of which are subject to change.

16. LONG-TERM DEBT

During the second quarter of fiscal 2011, we repaid the entire principal balance of $248.0 million of our 7.875% senior notes, which were due September 15, 2010.

We consolidate the financial statements of Lamb Weston BSW. In the first quarter of fiscal 2011, we repaid $35.4 million of bank borrowings by our Lamb Weston BSW potato processing venture.

Net interest expense consisted of:

		Thirteen weeks ended								Twenty-six weeks ended
		November 28,				November 29,				November 28,				November 29,
		2010				2009				2010				2009
Long-term debt		$	56.3			$	63.9			$	116.6			$	128.5
Short-term debt			—				—				0.1				—
Interest income			(19.4	)			(20.6	)			(38.8	)			(40.9	)
Interest capitalized			(3.2	)			(2.8	)			(6.9	)			(5.7	)
		$	33.7			$	40.5			$	71.0			$	81.9

Our net interest expense for the second quarter and first half of fiscal 2011 was reduced by $3.9 million and $8.3 million, respectively, due to the impact of the interest rate swap contracts entered into in the fourth quarter of fiscal 2010. The interest rate swaps effectively changed our interest rates on the senior long-term debt instruments maturing in fiscal 2012 and 2015 from fixed to variable. See Note 8 for further discussion on these derivative instruments.

17. STOCKHOLDERS’ EQUITY

We have repurchased shares of our common stock from time to time after considering market conditions and in accordance with repurchase limits authorized by our Board of Directors. In February 2010, our Board of Directors approved a $500 million share repurchase program with no expiration date. We repurchased approximately 8.8 million shares of our common stock for $200 million under this program in the first half of fiscal 2011. Upon receipt of payment for the final two outstanding tranches of the Notes from the purchaser of the trading and merchandising business, on December 6, 2010 (subsequent to the end of the second fiscal quarter), our Board of Directors increased our share repurchase authorization by the amount of the payment, which was $554.2 million. See Note 4 for further information on the Notes.

The following table presents a reconciliation of our stockholders’ equity accounts for the twenty-six weeks ended November 28, 2010:

		ConAgra Foods, Inc. Stockholders’ Equity
																		Accumulated
										Additional								Other
		Common				Common				Paid-in				Retained				Comprehensive				Treasury				Noncontrolling				Total
		Shares				Stock				Capital				Earnings				Income (Loss)				Stock				Interests				Equity
Balance at May 30, 2010			567.9			$	2,839.7			$	897.5			$	4,417.1			$	(285.3	)		$	(2,945.1	)		$	5.0			$	4,928.9
Stock option and incentive plans											(3.4	)			(0.2	)							48.0								44.4
Currency translation adjustment																			18.0												18.0
Repurchase of common shares																							(200.0	)							(200.0	)
Derivative adjustment, net of reclassification adjustment																			0.1												0.1
Activities of noncontrolling interests											(2.3	)																			(2.3	)
Pension and postretirement healthcare benefits																			3.3												3.3
Dividends declared on common stock; $0.43 per share															(188.0	)															(188.0	)
Net income attributable to ConAgra Foods, Inc.															347.3																347.3
Balance at November 28, 2010			567.9			$	2,839.7			$	891.8			$	4,576.2			$	(263.9	)		$	(3,097.1	)		$	5.0			$	4,951.7

18. FAIR VALUE MEASUREMENTS

FASB guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements, was effective as of the beginning of our fiscal 2009 for our financial assets and liabilities, as well as for other assets and liabilities that are carried at fair value on a recurring basis in our consolidated financial statements. As of the beginning of fiscal 2010, we adopted additional new guidance relating to nonrecurring fair value measurement requirements for nonfinancial assets and liabilities. These include long-lived assets, goodwill, asset retirement obligations, and certain investments. These items are recognized at fair value when they are considered to be other than temporarily impaired.

FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities,

Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and

Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based upon the level within the fair value hierarchy in which the fair value measurements fall, as of November 28, 2010:

		Level 1				Level 2				Level 3				Total
Assets:
Derivative assets		$	14.0			$	35.4			$	—			$	49.4
Available-for-sale securities			1.7				—				—				1.7
Deferred compensation assets			7.1				—				—				7.1
Total assets		$	22.8			$	35.4			$	—			$	58.2
Liabilities:
Derivative liabilities		$	0.3			$	40.2			$	—			$	40.5
Deferred compensation liabilities			27.3				—				—				27.3
Total liabilities		$	27.6			$	40.2			$	—			$	67.8