Q&A: Q4 2003


1.   The company made several changes to its portfolio in fiscal 2003. Why?

     During  fiscal  2003,  the  company  divested  fresh beef and pork,  canned
     seafood,  and cheese processing  operations.  In addition,  the company has
     reached  an  agreement  to  sell  its  chicken  business.  The  company  is
     concentrating  its capital in branded and value-added  food  opportunities.
     This is part of an ongoing  agenda to improve the strength and  consistency
     of  earnings  by focusing on  businesses  with  value-added,  higher-margin
     opportunities and lower volatility.


2.   What are the major items  affecting  the  comparability  of the fiscal 2003
     fourth quarter  reported EPS with the reported EPS in the fourth quarter of
     fiscal 2002?

     Fiscal 2003 Fourth Quarter Reported EPS                            $0.28
     Impairment charge for chicken operations (add back for 2003)       $0.13*
     Difference in fresh red meat related profits (add back for 2003)   $0.04
     SFAS 142 benefit (subtract for 2003)                              ($0.06)
     Insurance settlement (subtract for 2003)                          ($0.06)

     * See question #4 for more details on this item.


3.   What are the  major  items  affecting  the  comparability  of  fiscal  2003
     reported EPS and fiscal 2002 reported EPS?

     Fiscal 2003 Reported EPS                                           $1.46
     Impairment charge for chicken operations (add back for 2003)       $0.13
     Difference in fresh red meat profits and transaction costs
      (add back for 2003)                                               $0.15
     SFAS 142 benefit (subtract for 2003)                              ($0.23)
     Insurance settlement (subtract for 2003)                          ($0.06)

     In addition, fiscal 2003 EPS results include a planned increase for pension
     expense of  approximately  $0.05 per diluted  share.  The company also made
     downward   revisions  to  inventory  values  in  its  specialty  spice  and
     foodservice refrigerated meat businesses during fiscal 2003, which together
     negatively  impacted  fiscal  2003 EPS by  approximately  $0.05 per diluted
     share.



4.   If the impairment charge for the chicken business is $0.13, why is the loss
     from discontinued operations $0.14 for the fourth quarter?

     Because the $0.14 of loss from  discontinued  operations  includes $0.13 of
     impairment  charges  as  well  as  $0.01  of  loss  from  regular  business
     activities.  We do not consider  the loss or profits from regular  business
     activities,  even if reported as discontinued operations, to be major items
     affecting the comparability of EPS results.


5.   Did recent  divestitures  impact  sales  results  for  Packaged  Foods this
     quarter versus the same quarter last year?

     Yes,  the  divestiture  of our canned  seafood  business  decreased  fourth
     quarter  sales  by  approximately  $50  million;  however,  the  impact  on
     operating profits was negligible.


6.   What was the volume change for the Packaged Foods segment for the quarter?

     - 1%.


7.   For the quarter,  what are some major  brands that had stronger  sales this
     year compared to last year?

         ACT II
         Banquet
         Eckrich
         Egg Beaters
         Hebrew National
         Kid Cuisine
         Marie Callender's
         Orville Redenbacher's
         Reddi-wip


8.   For the quarter,  what are some major brands that had lower sales this year
     compared to last year?

         Chef Boyardee
         Snack Pack
         Van Camp's
         Wesson





9.   What  were the major  products  that had  selling  price  declines  for the
     quarter, and why?

     Branded meat products  experienced lower selling prices.  The lower selling
     prices for those products are reflective of lower input costs.


10.  How much did you spend in  incremental  advertising  and  promotion for the
     quarter and year?

     Approximately $12 million more for the quarter and $49 million more for the
     year.


11.  How  much  was  total  Depreciation  and  Amortization  (including  amounts
     reflected in discontinued operations) for the quarter?

     Approximately  $115  million  (vs.  $160  million in Q4 2002),  impacted by
     divestitures & SFAS 142.

               $113 million of depreciation (vs. $122 million in Q4 2002)
               $0 million of goodwill amort. (vs. $27 million in Q4 2002)
               $2 million of other amort. (vs. $11 million in Q4 2002)


12.  How much of the total $115 million of Depreciation and Amortization for the
     quarter relates to discontinued chicken operations?

     Approximately $15 million (vs. $15 million last year).


13.  How  much  was  total  Depreciation  and  Amortization  (including  amounts
     reflected in discontinued operations) for the fiscal year?

     Approximately $462 million (vs. $623 million for fiscal 2002),  impacted by
     divestitures & SFAS 142.

               $453 million of depreciation (vs. $474 million for fiscal 2002)
               $0 million of goodwill amort. (vs. $109 million for fiscal 2002)
               $9 million of other amort. (vs. $40 million for fiscal 2002)


14.  How much of the total $462 million of Depreciation and Amortization for the
     fiscal year relates to discontinued chicken operations?

     Approximately $61 million (vs. $59 million last year).



15.  How much were Capital  Expenditures  during the quarter  (including amounts
     reflected in discontinued operations)?

     Approximately  $133  million  (vs.  $159  million  last year),  impacted by
     divestitures.


16.  How much of the total $133 million of Capital  Expenditures for the quarter
     relates to discontinued chicken operations?

     Approximately $10 million (vs. $18 million last year).


17.  How much were Capital  Expenditures for the fiscal year (including  amounts
     reflected in discontinued operations)?

     Approximately  $427  million  (vs.  $531  million  last year),  impacted by
     divestitures.


18.  How much of the total $427 million of Capital  Expenditures  for the fiscal
     year relates to discontinued chicken operations?

     Approximately $36 million (vs. $55 million last year).


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

     $59 million.


20.  What was the net interest expense for the fiscal year?

     $276 million.


21.  What was the effective tax rate for the quarter (rounded)?

     31%, reflecting the impact of SFAS 142 and divestitures.


22.  What was the tax rate for fiscal 2003 (rounded)?

     35%, reflecting the impact of SFAS 142 and divestitures.




23.  What are the major areas of  improvement  during fiscal 2003 regarding debt
     and liquidity?
                                                2003      2002    Improvement
     Total Debt* & Preferred Securities        $6,106    $6,141
     Asset Securitization Programs             $  556    $  684
     Less: Cash On Hand                        $  629    $  158
                                               -------   -------
     Total                                     $6,033    $6,667      $634

     * Total debt = short-term debt, long-term debt, and subordinated debt


24.  What were the cash  proceeds the company  received from  divestitures  this
     year?

     The company received more than $970 million of cash during the year related
     to  divestitures.  In  addition to paying  down debt,  the  company  made a
     tax-deductible  contribution  of more than $220 million to its pension plan
     and ended the year with a cash balance of almost $630 million.


25.  What was Corporate Expense for the quarter?

     $134  million  (vs.  $72 million in Q4 2002),  reflecting  higher  pension,
     worker's compensation insurance,  medical insurance and corporate marketing
     costs.


26.  What was Corporate Expense for the fiscal year?

     $411 million (vs. $279 million for fiscal 2002),  reflecting  increases for
     certain types of costs including  transaction fees related to divestitures,
     pension expense, third-party service fees, worker's compensation insurance,
     medical insurance and corporate marketing costs.


27.  How much did you pay in dividends during the quarter?

     $131 million.


28.  How much did you pay in dividends for the fiscal year?

     $509 million.


29.  What was the weighted average number of diluted shares  outstanding for the
     quarter?

     530 million shares.



30.  What was the weighted average number of diluted shares  outstanding for the
     fiscal year?

     531 million shares.


31.  What is the projected Depreciation for fiscal 2004?

     $420 million.


32.  What are projected Capital Expenditures for fiscal 2004?

     $420 million.


33.  What is the preliminary estimate of the tax rate for fiscal 2004?

     Approximately 37%.

34.  What is the expected net interest expense for fiscal 2004?

     Approximately $260 million.

35.  Why  has  there  been  a  change  to  historical  amounts  as a  result  of
     reclassifying the chicken business as discontinued operations?

     On June 9, 2003,  the  company  reached an  agreement  to sell its  chicken
     business;  that  transaction  is  expected  to close in the summer of 2003.
     Because of the  agreement,  results  for the chicken  business,  which were
     previously reported under the Meat Processing segment,  are now reported as
     results from discontinued operations. Reclassifying chicken results in such
     a manner impacts certain amounts,  including current and historical segment
     results.

     The company also made changes to the Food  Ingredients  reporting  segment,
     which now includes  results for the milled  products,  specialty spice, and
     basic ingredients operations.  The basic ingredients operations,  which are
     responsible for the commodity procurement and merchandising functions, were
     previously reported as part of the Agricultural Products reporting segment.
     The  Agricultural  Products  segment only includes  results for United Agri
     Products (UAP), the company's crop inputs distribution business.

     Overall  current and historical  diluted EPS does not change as a result of
     the classification changes.


36.  What are the  revisions to  historical  segment  results as a result of the
     classification change that took place this quarter?

     Please see the attached table.



Quarter 4, Fiscal 2003

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                     $ 3,072.9
   Food Ingredients                     $ 530.0
   Meat Processing                          $ -
   Agricultural Products                $ 306.6

Segment Operating Profit
   Packaged Foods                       $ 418.1
   Food Ingredients                      $ 25.7
   Meat Processing                       $ 49.7
   Agricultural Products                  $ 6.0


Quarter 3, Fiscal 2003

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                     $ 3,009.3
   Food Ingredients                     $ 541.3
   Meat Processing                          $ -
   Agricultural Products                $ 412.2

Segment Operating Profit
   Packaged Foods                       $ 415.5
   Food Ingredients                      $ 28.3
   Meat Processing                        $ 0.7
   Agricultural Products                $ (33.9)


Quarter 2, Fiscal 2003

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                     $ 3,294.9
   Food Ingredients                     $ 593.5
   Meat Processing                      $ 506.4
   Agricultural Products              $ 1,043.0

Segment Operating Profit
   Packaged Foods                       $ 456.2
   Food Ingredients                      $ 44.7
   Meat Processing                        $ 2.8
   Agricultural Products                 $ 34.7


Quarter 1, Fiscal 2003

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                     $ 2,889.0
   Food Ingredients                     $ 527.7
   Meat Processing                    $ 1,962.3
   Agricultural Products              $ 1,150.1

Segment Operating Profit
   Packaged Foods                       $ 353.2
   Food Ingredients                      $ 34.7
   Meat Processing                       $ 46.2
   Agricultural Products                 $ 42.4


Fiscal 2003

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                    $ 12,266.1
   Food Ingredients                   $ 2,192.5
   Meat Processing                    $ 2,468.7
   Agricultural Products              $ 2,911.9

Segment Operating Profit
   Packaged Foods                     $ 1,643.0
   Food Ingredients                     $ 133.4
   Meat Processing                       $ 99.4
   Agricultural Products                 $ 49.2




Quarter 4, Fiscal 2002

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                     $ 3,155.3
   Food Ingredients                     $ 473.5
   Meat Processing                    $ 1,899.9
   Agricultural Products                $ 346.1

Segment Operating Profit
   Packaged Foods                       $ 436.7
   Food Ingredients                      $ 39.5
   Meat Processing                       $ 44.0
   Agricultural Products                $ (39.6)


Quarter 3, Fiscal 2002

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                     $ 3,065.7
   Food Ingredients                     $ 521.8
   Meat Processing                    $ 1,740.7
   Agricultural Products                $ 413.3

Segment Operating Profit
   Packaged Foods                       $ 422.0
   Food Ingredients                      $ 59.3
   Meat Processing                       $ 20.9
   Agricultural Products                $ (57.2)


Quarter 2, Fiscal 2002

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                     $ 3,310.4
   Food Ingredients                     $ 531.8
   Meat Processing                    $ 1,976.9
   Agricultural Products                $ 996.1

Segment Operating Profit
   Packaged Foods                       $ 414.9
   Food Ingredients                      $ 57.1
   Meat Processing                       $ 67.9
   Agricultural Products                $ (11.4)


Quarter 1, Fiscal 2002

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                     $ 2,965.9
   Food Ingredients                     $ 493.2
   Meat Processing                    $ 2,115.9
   Agricultural Products              $ 1,466.5

Segment Operating Profit
   Packaged Foods                       $ 317.5
   Food Ingredients                      $ 42.2
   Meat Processing                       $ 56.0
   Agricultural Products                 $ 72.9


Fiscal 2002

                                  Reclassified
Segment Sales                       Results
   Packaged Foods                    $ 12,497.3
   Food Ingredients                   $ 2,020.3
   Meat Processing                    $ 7,733.4
   Agricultural Products              $ 3,222.0

Segment Operating Profit
   Packaged Foods                     $ 1,591.1
   Food Ingredients                     $ 198.1
   Meat Processing                      $ 188.8
   Agricultural Products                $ (35.3)