Q&A: Q1 FY2004


1.   What are the major items affecting the comparability of Q1 FY04 diluted EPS
     of $0.37 with the Q1 FY03 diluted EPS of $0.43?

     Fiscal 2004 First Quarter EPS                                      $0.37

     Items Included in 2004 First Quarter EPS:
     Tax related benefit                                  $0.12
     Increase in litigation reserve                      ($0.03)
     Expense related to adopting SFAS 143                ($0.02)
                                                         -------
                  Net Impact on Quarter                   $0.07


     Fiscal 2003 First Quarter EPS                                      $0.43

     Items Included in 2003 First Quarter EPS:
     Profits from businesses since divested               $0.04
     Benefit related to adopting SFAS 142                 $0.01
                                                          -----
                  Net Impact on Quarter                   $0.05


2.   What were the sales and volume  changes for the Packaged  Foods segment for
     the quarter, excluding divested businesses?

     Year-over-year,  Packaged  Foods  sales  were  down  $168  million  -  that
     difference is mostly due to divestitures.

     Volume was down 5%, reflecting mix and pricing changes.


3.   In terms of sales,  what were some of the key  categories  and major brands
     that posted growth?

         Frozen Meals:              Banquet, Healthy Choice and Kid Cuisine
         Canned Pasta:              Chef Boyardee
         Tomato Products:           Hunt's
         Whipped Toppings:          Reddi-wip
         Cooking Spray:             PAM
         Dinner Kits:               Banquet Homestyle Bakes
         Liquid Eggs:               Egg Beaters
         Meat Snacks:               Slim Jim and Pemmican
         Chili:                     Wolf
         Oil:                       Wesson
         Dinner Sausage:            Eckrich
         Breakfast Sausage:         Brown 'N Serve



4.   In terms of sales, what were some of the large brands that posted declines?

         Armour
         Blue Bonnet
         Butterball
         Marie Callender's
         Orville Redenbacher's
         Van Camp's


5.   How much was  total  Depreciation  and  Amortization  (all  types)  for the
     quarter? Note: These amounts do not contain results for chicken operations,
     which are now considered discontinued operations.

     Approximately $91 million (vs. $108 million in Q1 2003).

             $90 million of depreciation (vs. $106 million in Q1 2003)
             $1 million of other amort. (vs. $2 million in Q1 2003)


6.   How much were Capital Expenditures during the quarter?  Note: These amounts
     do not contain  results for chicken  operations*,  which are now considered
     discontinued operations.

     Approximately $78 million (vs. $91 million in Q1 2003).

     * Capital  Expenditures  for the chicken  business  were  approximately  $9
     million in the quarter (vs. $6 million in Q1 2003).


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

     $66 million.


8.   What is  included in the  company's  net debt at the end of the quarter (in
     millions)?

                                                    Q1FY04           Q1FY03
     Total Debt* & Preferred Securities             $6,142           $7,430
     Less: Cash On Hand                             $  681           $   17
                                                   -------         --------
     Total                                          $5,461           $7,413

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



9.   What was Corporate Expense for the quarter?

     $92 million (vs. $67 million in Q1 2003).


10.  What was the main factor driving the increase in Corporate  Expense for the
     quarter?

     The  increase  largely  reflects  litigation  expense  related to a chloine
     cloride  joint  venture with DuPont that was sold in 1997.  That expense is
     reported as part of the corporate  expense and is not part of the operating
     segment results.


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

     $131 million.


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

     531.5 million shares.


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

     9%


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

     Gross Margin = Gross Profit* divided by Sales
     Gross Margin = $851/$4,394 = 19.4%

     Operating Margin = Segment Operating Profit** divided by Sales
     Operating Margin = $373/$4,394 = 8.5%


     * Gross Profit equals Sales - Costs of Goods Sold ($4,394 - $3,543 = $851)

     ** See first quarter  segment  operating  results for a  reconciliation  of
     operating profit to income from continuing operations before income tax and
     cumulative effect of changes in accounting.




15.  What was the trade working capital position at quarter end?

     Trade working capital is defined as the net position of Accounts Receivable
     + Inventory less Current Operating Liabilities  (Accounts Payable,  Accrued
     Expenses, and Advances on Sales).

                                                   Q1FY04            Q1FY03
     Accounts Receivable                           $1,571            $1,911
     Inventory                                     $3,443            $4,473
     Less: Accounts Payable                        $1,616            $1,537
     Less: Accrued Expenses                        $1,740            $1,691
     Less: Advances on Sales                       $  180            $  180

     Net Position                                  $1,478            $2,976


16.  What is the estimate of the effective  tax rate for the remaining  quarters
     of fiscal 2004?

     Approximately 38%.


17.  What are projected Capital Expenditures for fiscal 2004?

     $420 million.


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

     Approximately $260 million.


19.  You mentioned that you liquidated  interest rate swaps  recently.  How does
     that alter your short-term earnings outlook?

     o    We use swaps as part of a  strategy  to hedge  against  interest  rate
          risk.

     o    We entered some swaps  approximately  2 years ago when,  for strategic
          reasons, we converted some short-term debt to long-term debt.

     o    Recently  we  liquidated  those  swaps  and,  as a  result,  locked in
          interest rates on some debt instruments.

     o    The income statement impact of the benefit of the swaps is a reduction
          of interest expense,  and has already been anticipated in our interest
          expense  estimate  of $260  million for fiscal  2004.  Thus we have no
          alteration  of  our  short-term   earnings  outlook  as  a  result  of
          liquidating the swaps.

     o    Accounting  for  swaps  is  complex.  The  benefit  of  the  swaps  is
          recognized  over  the term of the debt  instruments  hedged.  For this
          reason,  our interest  expense in fiscal 2005 through 2008 is expected
          to continue to reflect the interest  rates we have locked in, and will
          be reflected in our estimates for interest  expense as we provide them
          annually.




20.  The company continues to make changes to its portfolio. Why?

     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 higher margin
     opportunities and lower volatility. Accordingly, the company divested fresh
     beef and pork,  canned seafood,  and cheese  operations.  In addition,  the
     company reached an agreement to sell its chicken business.


21.  When does the company expect to complete the sale of its chicken business?

     In the second quarter of fiscal 2004.


22.  Why has there been a change to historical segment classifications?

     During  the  quarter,  the bulk  fertilizer  business  was  moved  from the
     Agricultural  Products segment to the Food Ingredients segment because that
     business  fits with and is managed  with the  company's  other basic inputs
     operations. Therefore, historical results have been changed to reflect this
     move.

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


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

     Please see the attached tables - One shows segment  information,  the other
     shows entire P/L information.



ConAgra Foods
($USD, in Millions)

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                                    FY 2002                                                        FY 2003
- ------------------------------------------------------------------------------------------------------------------------------------
                      Q1 FY02    Q2 FY02    Q3 FY02     Q4 FY02      Total     Q1 FY03    Q2 FY03     Q3 FY03    Q4 FY03   Total

                                                                                             
Segment Sales

    Packaged Foods   $2,965.9   $3,310.4    $3,065.7   $3,155.3   $12,497.3   $2,889.0    $3,294.9    $3,009.3   $3,072.9  $12,266.1
    Food Ingredients    576.0      598.6       608.6      551.5     2,334.7      590.7       649.5       605.0      614.3    2,459.5
    Meat Processing   2,115.9    1,976.9     1,740.7    1,899.9     7,733.4    1,962.3       506.4         -          -      2,468.7
    Agricultural      1,409.8      972.6       376.8      318.4     3,077.6    1,111.8     1,022.0       376.9      281.5    2,792.2
      Products
        Total         7,067.6    6,858.5     5,791.8    5,925.1    25,643.0    6,553.8     5,472.8     3,991.2    3,968.7   19,986.5

Segment Operating Profit

    Packaged Foods      317.4      414.8       421.9      436.6     1,590.7      353.1       455.9       415.5      418.0    1,642.5
    Food Ingredients     50.7       55.8        62.6       31.4       200.5       38.6        48.7        31.8       17.0      136.1
    Meat Processing      55.7       67.6        20.7       43.8       187.8       46.2         2.8         0.7       49.7       99.4
    Agricultural         64.5      (10.0)      (60.4)     (31.4)      (37.3)      38.6        31.0       (37.4)      14.8       47.0
      Products
        Total           488.3      528.2       444.8      480.4     1,941.7      476.5       538.4       410.6      499.5    1,925.0

Reconciliation of total operating profit to income
  from continuing operations before income tax
  and cumulative effect of changes in accounting

Items excluded from segment operating profit:
  General and           82.3      59.9         65.6       71.5       279.3       67.2      119.8        89.8       133.7       410.5
   corporate expense
  Interest expense,    104.0      99.7         93.9      103.5       401.1       83.5       69.8        63.9        59.1       276.3
   net
  Equity method          8.2       6.5          3.5        9.0        27.2        7.8        6.8        11.4        11.9        37.9
   investment earnings
  Goodwill Amortization 27.2      27.8         26.4       26.7       108.1         -          -           -           -          -
                       -------------------------------------------------------------------------------------------------------------

Income from continuing
 operations before     283.0   $ 347.3      $ 262.4    $ 287.7    $ 1,180.4   $ 333.6    $ 355.6     $ 268.3     $ 318.6   $ 1,276.1
 income tax and cumulative----------------------------------------------------------------------------------------------------------
 effect of changes in accounting



Segment  operating profit excludes  general  corporate  expense,  equity method
investment earnings, goodwill and net interest expense. Management believes such
expenses 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.


                       Income Statement for FY02 and FY03
                                  (in millions)


                         Q1 FY02   Q2 FY02   Q3 FY02   Q4 FY02  Total FY 02    Q1 FY03   Q2 FY03   Q3 FY03   Q4 FY03   Total FY 03
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                          
Net sales               $7,067.6  $6,858.5  $5,791.8  $5,925.1  $ 25,643.0    $6,553.8  $5,472.8  $3,991.2  $3,968.7    $ 19,986.5
                        -----------------------------------------------------------------------------------------------------------
Costs and expenses
  Costs of goods sold    6,052.0   5,789.4   4,853.4   4,970.8    21,665.6     5,575.2   4,416.0   3,104.6   3,067.8      16,163.6
  SG&A expenses            636.8     628.6     585.6     572.1     2,423.1       569.3     638.2     565.8     535.1       2,308.4
  Interest expenses, net   104.0      99.7      93.9     103.5       401.1        83.5      69.8      63.9      59.1         276.3
                        ----------------------------------------------------------------------------------------------------------
                         6,792.8   6,517.7   5,532.9   5,646.4    24,489.8     6,228.0   5,124.0   3,734.3   3,662.0      18,748.3
Equity method investment     8.2       6.5       3.5       9.0        27.2         7.8       6.8      11.4      11.9          37.9
earnings                ----------------------------------------------------------------------------------------------------------
Income from continuing
 operations before
 income taxes and cumulative
 effect of changes in      283.0     347.3     262.4     287.7     1,180.4       333.6     355.6     268.3     318.6       1,276.1
 accounting

Income taxes               106.9     130.8      99.3     108.3       445.3       123.0     128.6      90.9      93.5         436.0
                        -----------------------------------------------------------------------------------------------------------
Income from continuing     176.1     216.5     163.1     179.4       735.1       210.6     227.0     177.4     225.1         840.1
  operations before
  cumulative effect of
  changes in accounting

Income (loss) from          14.3      15.1       7.7      12.8        49.9        13.1       8.8     (16.4)    (74.7)        (69.2)
  discontinued operations

Income before cumulative
  effect of changes in     190.4     231.6     170.8     192.2       785.0       223.7     235.8     161.0     150.4       770.9
  accounting
Cumulative effect of        (2.0)      -         -         -          (2.0)        3.9       -         -         -             3.9
  changes in accounting      ------------------------------------------------------------------------------------------------------

Net income               $ 188.4   $ 231.6   $ 170.8   $ 192.2     $ 783.0     $ 227.6   $ 235.8   $ 161.0   $ 150.4       $ 774.8
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