Q&A: Q2 FY2004


1.   What are the major items affecting the comparability of Q2 FY04 diluted EPS
     of $0.51 with the Q2 FY03 diluted EPS of $0.44?

o    Second  quarter  fiscal 2004  diluted EPS of $0.51  includes  $0.04  charge
     related to the discontinued operations of United Agri Products.

o    Second  quarter  fiscal 2003 diluted EPS of $0.44 includes $0.03 of expense
     related to divesting the fresh beef and pork business.  Those expenses were
     included as part of Selling General & Administrative expenses last year.

2.   What were the major items  affecting  overall sales  comparability  for the
     quarter?

     Prior year sales included:

          o    $506  million  from  fresh  beef  &  pork  operations   (divested
               September 2002)
          o    $154 million from canned seafood and commodity cheese  operations
               (divested May 2003).

3.   In terms of brand sales, what were some examples of growth for the quarter?

     Banquet
     Chef Boyardee
     Egg Beaters
     Hebrew National
     Hunt's
     Kid Cuisine
     Marie Callender's,
     Orville Redenbacher's
     PAM
     Reddi-wip
     Slim Jim
     Snack Pack
     Wesson

4.   In terms of brand  sales,  what  were some  examples  of  declines  for the
     quarter?

     ACT II
     Armour
     Blue Bonnet
     Butterball
     Eckrich
     Healthy Choice
     Parkay
     Swiss Miss

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

     Packaged Foods sales increased 3%.
     (See Question #6 below for a reconciliation to segment sales)

     Volume was down 1%.

6.   Packaged Foods sales and operating profit posted  year-over-year growth for
     the second quarter when certain  adjustments are taken into  consideration.
     What are those adjustments?

     o    Sales:  As reported,  sales in the second  quarter of fiscal 2004 were
          down 2%  compared to last year.  In the second  quarter of last fiscal
          year there were $154  million  of sales  from  operations,  which were
          later  divested.  After  adjusting  for this,  current  quarter  sales
          increased 3% over the prior year amounts.

     o    Operating Profit: As reported, operating profits in the second quarter
          of fiscal  2004 were down 3%  compared  to last  year.  In the  second
          quarter  of last  fiscal  year there  were $15  million  of  operating
          profits from operations,  which were later divested.  Also, there were
          $7 million of expenses in the current  quarter related to implementing
          cost saving  initiatives.  After  adjusting  for these items,  current
          quarter operating profits were 2% higher than prior year amounts.

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

     Approximately $88 million (vs. $94 million in Q2 2003).

          $87 million of depreciation (vs. $92 million in Q2 2003)
          $1 million of other amort. (vs. $2 million in Q2 2003)

8.   How much  was  total  Depreciation  and  Amortization  (all  types)  fiscal
     year-to-date?  Note:  These  amounts do not  contain  results  for  chicken
     operations and UAP, which are now considered discontinued operations.

     Approximately $174 million (vs. $196 million through Q2 2003).

          $172 million of depreciation (vs. $193 million through Q2 2003)
          $2 million of other amort. (vs. $3 million through Q2 2003)

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

     Approximately $80 million (vs. $85 million in Q2 2003).

10.  How much were Capital Expenditures fiscal year-to-date? Note: These amounts
     do not  contain  results  for  chicken  operations  and UAP,  which are now
     considered discontinued operations.

     Approximately $158 million (vs. $172 million through Q2 2003).

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

     $68 million.

12.  What was the net interest expense fiscal year-to-date?

     $134 million.

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

                                                       Q2FY04           Q2FY03
     Total Debt* & Subsidiary Preferred Securities     $5,571           $6,591
     Less: Cash On Hand**                              $  831           $   26
                                                      --------         --------

     Total                                             $4,740           $6,565

     * Total debt = short-term debt, long-term debt, and subordinated debt
     ** Includes  approximately $805 million of divestiture proceeds receivable,
     which were received one day after quarter end.

14.  What was Corporate Expense for the quarter?

     Approximately $79 million (vs. approximately $119 million in Q2 2003).

15.  What was Corporate Expense for the fiscal-year-to-date?

     Approximately  $171 million  (vs.  approximately  $185  million  through Q2
     2003).

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

     $131 million.

17.  How much did you pay in dividends fiscal year-to-date?

     $262 million.

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

     531.8 million shares.

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

     35%

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

     Gross Margin = Gross Profit* divided by Sales
     Gross Margin = $908/$3,873 = 23.4%

     Operating Margin = Segment Operating Profit** divided by Sales
     Operating Margin = $501/$3,873 = 12.9%

     * Gross Profit equals Sales - Costs of Goods Sold ($3,873 - $2,965 = $908)

     **See second quarter  segment  operating  results for a  reconciliation  of
     operating  profit  to  income  from  continuing   operations.   Income  for
     Continuing Operations divided by Sales = $370/$3,873 = 9.6%.

21.  What was the trade  working  capital  position  at quarter  end,  excluding
     amounts for discontinued operations?

     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).

                                          Q2FY04            Q2FY03
         Accounts Receivable              $1,150            $1,120
         Inventory                        $3,235            $3,284
         Less: Accounts Payable           $1,221            $1,128
         Less: Accrued Expenses           $1,531            $1,494
         Less: Advances on Sales          $  226            $  153

         Net Position                     $1,407            $1,629

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

     Approximately 36.5%.

23.  What are projected Capital Expenditures for fiscal 2004?

     $325-$350 million

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

     Approximately $260 million

25.  UAP has  historically  reported on a  three-month  time lag.  This  release
     therefore  includes results for UAP for the three-month  period ending last
     August.  How are the UAP  results for the three  months  ending in November
     (which would  normally be reported next quarter  given the lag)  reflected,
     given that that operation has now been sold?

     UAP's  results for the three months  ending last August are included in the
     current  quarter's  results from  discontinued  operations since UAP is now
     classified as discontinued operations.  Results for the three months ending
     November,  which were a loss of  approximately  $22 million  after tax and
     which would normally be reported next quarter,  have been recorded directly
     to retained earnings.

26.  The company  refers to cost saving and  operating  improvement  initiatives
     that have started and which will continue  over the next several  quarters.
     Does the company have any additional comments on that?

     o    As part of efforts to improve the company's cost  structure,  margins,
          and  competitive  position,  the company is currently  implementing  a
          series of initiatives that will better align and utilize the company's
          collective resources.
     o    Implementing these initiatives started in the current quarter,  and is
          expected to continue  for the next few  quarters.  Theses  initiatives
          include:
          >>   Elimination of duplicative costs and overhead
          >>   Consolidation of selected plants and support functions
          >>   Efforts to streamline and improve our ability to do business with
               our customers, distributors and brokers
          >>   Realignment of business organizations
     o    Implementing  these  initiatives  results  in  costs.  In the  current
          quarter,  such  costs  were  approximately  $0.01 per  share,  and are
          included  in the  operating  results for the  Packaged  Foods and Food
          Ingredients  segments.  For the remainder of fiscal 2004,  those costs
          are  expected  to be $0.05 - $0.10 per share;  these  initiatives  are
          expected to be more than offset by cost savings in the future.
     o    The company  expects to incur  additional  costs,  and to subsequently
          realize cost savings  greater than those  additional  costs, in future
          years as it gradually implements these initiatives.

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

     Recently  the  company  sold  essentially  all  of  UAP,  its  crop  inputs
     distribution  business.  The company reclassified the Agricultural Products
     segment as discontinued 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.

28.  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 the entire P/L information.





                              ConAgra Foods, Inc.
                       Segment Operating Results: Q2 FY04
                              ($USD, in Millions)


- -----------------------------------------------------------------------------------------------------------------------------
                                                   FY 2003                                        FY 2004
- -----------------------------------------------------------------------------------------------------------------------------
                                   Q1 FY03     Q2 FY03    Q3 FY03     Q4 FY03      Total          Q1 FY04
- -----------------------------------------------------------------------------------------------------------------------------
                                                                               
Segment Sales
- -------------
    Packaged Foods                 $2,889.0    $3,294.9   $3,009.3    $3,072.9   $12,266.1       $ 2,721.4
    Food Ingredients                  590.7       649.5      605.0       614.3     2,459.5           574.2
    Meat Processing                 1,962.3       506.4          -           -     2,468.7               -
    Agricultural Products                 -           -          -           -           -               -
- -----------------------------------------------------------------------------------------------------------------------------
        Total                       5,442.0     4,450.8    3,614.3     3,687.2    17,194.3         3,295.6

Segment Operating Profit
- ------------------------
    Packaged Foods                    353.1       455.9      415.5       417.9     1,642.4           284.0
    Food Ingredients                   38.6        47.1       29.8        18.5       134.0            30.7
    Meat Processing                    46.2         2.8        0.7        49.7        99.4               -
    Agricultural Products                 -           -          -           -           -               -
- -----------------------------------------------------------------------------------------------------------------------------
        Total                         437.9       505.8      446.0       486.1     1,875.8           314.7

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 corporate expense      66.4       118.6       88.7       132.9       406.6           91.8
    Interest expense, net              83.0        70.0       63.6        58.7       275.3           65.7
    Equity method investment earnings   7.9         7.4       11.8        10.0        37.1           11.2
    Goodwill Amortization                 -           -          -           -           -              -
- -----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before income tax and cumulative
effect of changes in accounting     $ 296.4     $ 324.6    $ 305.5     $ 304.5   $ 1,231.0        $ 168.4



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  reults  of  segments
operations.







                               CONAGRA FOODS, INC.
 Income Statement for FY04, FY03 - Reclassified to reflect discontinued operations
                               ($USD, in millions)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                               FY 2003                                              FY 2004
- -----------------------------------------------------------------------------------------------------------------------------------
                                        Q1 FY03       Q2 FY03       Q3 FY03       Q4 FY03       Total FY 03         Q1 FY04
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net sales                               $5,442.0      $4,450.8      $3,614.3      $3,687.2       $ 17,194.3         $3,295.6
- -----------------------------------------------------------------------------------------------------------------------------------

Costs and expenses
   Costs of goods sold                   4,600.9       3,529.4       2,774.4       2,872.3         13,777.0          2,600.7
   SG&A expenses                           469.6         534.2         482.6         461.7          1,948.1            472.0
   Interest expenses, net                   83.0          70.0          63.6          58.7            275.3             65.7
- -----------------------------------------------------------------------------------------------------------------------------------
                                         5,153.5       4,133.6       3,320.6       3,392.7         16,000.4          3,138.4
Equity method investment earnings            7.9           7.4          11.8          10.0             37.1             11.2
- -----------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before
    income taxes and cumulative effect of
    changes in accounting                  296.4         324.6         305.5         304.5          1,231.0            168.4

Income tax expense (benefit)               108.5         116.2         105.2          88.8            418.7             (0.4)
- -----------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before   187.9         208.4         200.3         215.7            812.3            168.8
cumulative effect of changes in accounting

Income (loss) from discontinued operations  35.8          27.4         (39.3)        (65.3)           (41.4)            37.8

Income before cumulative effect of
    changes in accounting                  223.7         235.8         161.0         150.4            770.9            206.6
Cumulative effect of changes in accounting   3.9             -             -             -              3.9            (11.7)
- -----------------------------------------------------------------------------------------------------------------------------------
Net income                               $ 227.6       $ 235.8       $ 161.0       $ 150.4          $ 774.8          $ 194.9
- -----------------------------------------------------------------------------------------------------------------------------------