ConAgra Foods

Q2 FY06 Question & Answer
December 22, 2005


1.   What were some  examples  of major  brands in the Retail  Products  segment
     posting sales growth for the quarter?

         ACT II
         Blue Bonnet
         Butterball
         Kid Cuisine
         Marie Callender's
         Reddi-wip
         Ro*Tel

     Retail  sales for Chef  Boyardee  and Manwich were in line with last year's
     amounts.

2.   What were some  examples  of major  brands in the Retail  Products  segment
     posting sales declines for the quarter?

         Armour
         Banquet
         Cook's
         DAVID
         Eckrich
         Egg Beaters
         Healthy Choice
         Hebrew National
         Hunt's
         LaChoy
         Orville Redenbacher
         PAM
         Parkay
         Peter Pan
         Slim Jim
         Snack Pack
         Swiss Miss
         Van Camp's
         Wesson


3.   What were unit volume  changes for the quarter in the Retail  Products  and
     Foodservice Products segments?

     Retail Products volume  declined 5% in the current  quarter.  As a point of
     reference  for  the  year-over-year  comparison,   Retail  Products  volume
     increased 7% in the second quarter last fiscal year.

     Foodservice Products volume increased 2% in the current quarter.

4.   How  much  was  total   Depreciation  and  Amortization  (all  types)  from
     continuing operations for the quarter?

     Approximately $89 million (versus approximately $84 million in Q2 2005).

          $88 million of depreciation (versus $83 million in Q2 2005)
          $1 million of other amortization (versus $1 million in Q2 2005)

5.   How  much  was  total   Depreciation  and  Amortization  (all  types)  from
     continuing operations for the fiscal year-to-date?

     Approximately $177 million (versus $172 million through Q2 2005)

          $176 million of depreciation (versus $171 million through Q2 2005)
          $1 million of other amortization (versus $1 million through Q2 2005)

6.   How much were  Capital  Expenditures  from  continuing  operations  for the
     quarter?

     Approximately $64 million (versus approximately $149 million in Q2 2005)

7.   How much were  Capital  Expenditures  from  continuing  operations  for the
     fiscal year-to-date?

     Approximately $135 million (versus $254 million through Q2 2005)

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

     $62 million

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

     $130 million

10.  What was Corporate Expense for the quarter?

     Approximately  $103 million (versus  approximately  $77 million in Q2 2005)
     which  includes  $19  million  of  expense   related  to  the   accelerated
     recognition of benefits in connection with the recent transition of certain
     key executives. The $103 million also includes increased professional fees,
     some of which relate to developing plans to reduce the company's  effective
     tax rate in the future.

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

     Approximately  $176 million (versus  approximately  $141 million through Q2
     2005)

12.  How much did the company pay in dividends during the quarter?

     $141 million

13.  How much did the company pay in dividends fiscal year-to-date?

     $282 million

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

     521 million shares

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

     39%, reflecting the  non-deductibility of the $24 million asset impairment;
     without  this  charge  the  company's  effect  tax  rate  would  have  been
     approximately 36%.

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

     Gross Margin = Gross Profit* divided by Net Sales
     Gross Margin = $807/$3,810 = 21.2%

     Operating Margin = Segment Operating Profit** divided by Net Sales
     Operating Margin = $451/$3,810 = 11.8%

     * Gross Profit = Net Sales - Costs of Goods Sold ($3,810 - $3,003 = $807)

     **See  second-quarter  segment  operating  results for a reconciliation  of
     Operating Profit to Income from continuing  operations  before income taxes
     and equity  method  investment  earnings  (loss).  Income  from  continuing
     operations  before  income  taxes and  equity  method  investment  earnings
     (loss), divided by Net Sales = $286/$3,810 = 7.5%.

17.  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
     plus  Inventory  less  Current  Operating  Liabilities  (Accounts  Payable,
     Accrued Expenses, and Advances on Sales).

                                                  Q2 FY06           Q2 FY05
     Accounts Receivable                           $1,363            $1,500
     Inventory                                     $2,850            $2,906
     Less: Accounts Payable                        $1,013            $1,152
     Less: Accrued Expenses                        $1,538            $1,586
     Less: Advances on Sales                       $  215            $  132
                                                  -------           ----------
              Net Position                         $1,447            $1,536


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

                                             Q2 FY06           Q2 FY05
     Total Debt*                              $4,368            $5,360
     Less: Cash On Hand                       $  687            $  353
                                             -------           --------
                           Total              $3,681            $5,007

     *  Total  debt =  notes  payable,  short-term  debt,  long-term  debt,  and
     subordinated debt.

19.  What were the significant changes to debt during the quarter?

     At the end of the second quarter,  interest-bearing  debt was $4.4 billion,
     compared  with $5.4  billion  for the same  period a year  ago.  As part of
     regularly scheduled debt repayment,  the company repaid  approximately $100
     million of debt during the  quarter.  Included  in the  current  portion of
     long-term  debt is $400 million of 7.125% senior debt due October 2026 that
     was reclassified because of a put option that is exercisable by the holders
     of the debt from Aug.  1, 2006 to Sept.  1, 2006.  Based on current  market
     conditions, the company does not anticipate the holders to exercise the put
     option, and therefore expects to reclassify the $400 million debt back into
     senior  long-term debt after Sept. 1, 2006 when the put option has expired.
     Consistent  with its most recent 8-K  filing,  over the next few months the
     company  plans to redeem  approximately  $500  million  of 6%  senior  debt
     originally  due September  2006. As of the end of the second  quarter,  the
     company had more than $680 million of cash and cash equivalents on hand.

20.  What is the  preliminary  estimate of the effective tax rate for the second
     half of fiscal 2006 (rounded)?

     Approximately 36%.

21.  What are the projected Capital Expenditures for fiscal 2006?

     Approximately $400 million.

22.  What is the expected net interest expense for fiscal 2006?

     Approximately $300 million.

23.  As reported in the earnings  release and prior releases,  what are the main
     items in the  second-quarter  fiscal  2006  diluted  EPS that  will  affect
     comparability with second-quarter fiscal 2005 diluted EPS?

     Summary of major items included in diluted EPS       Second Quarter FY06
     of $0.31 for the second quarter of fiscal 2006       -------------------

     Impairment charges related to a joint venture              $0.05
     Expense related to accelerated recognition of benefits
     in connection with recent departure of key executives      $0.02

     Summary of major item included in diluted EPS of     Second Quarter FY05
     $0.46 for the second quarter of fiscal 2005          -------------------

     Loss from discontinued operations                          $0.01


24.  What were the operating profit  contributions for the commodity trading and
     merchandising operations in the second-half of fiscal 2005?

     ($ in millions)
     Fourth Quarter FY05             $49
     Third Quarter FY05              $51


25.  Have there been any reclassifications of historical amounts?

     Yes, certain  reclassifications  totaling $7 million were made between SG&A
     (specifically  corporate expense) and income taxes for quarters two through
     four of fiscal  2005.  Fiscal 2005  annual  totals for these items have not
     changed.  Net  earnings  were not  affected by the  reclassifications.  The
     performances  of  the  Retail  Products,  Foodservice  Products,  and  Food
     Ingredients   segments   were  not   affected  by  the   reclassifications.
     Reclassified amounts are as follows:

                              --------------------------------------------------
                                               FY 2005
                              Q1 FY05   Q2 FY05   Q3 FY05   Q4 FY05   Total
     General corporate
     expense                  $63.6     $ 77.1    $137.9    $123.6   $402.2
     Income tax expense       $81.0     $151.3    $158.6    $ 79.1   $470.0