ConAgra Foods
Q3 FY06 Question & Answer
March 23, 2006

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

         Chef Boyardee
         DAVID
         Egg Beaters
         Healthy Choice
         Hebrew National
         Hunt's
         Kid Cuisine
         Marie Callender's
         Orville Redenbacher
         Peter Pan
         Ranch Style
         Reddi-wip
         Ro*Tel
         Snack Pack
         Van Camp's

     Retail  sales  for  Banquet  and  Slim Jim 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?

         ACT II
         Blue Bonnet
         LaChoy
         Manwich
         Mama Rosa
         PAM
         Parkay
         Rosarita
         Swiss Miss
         Wesson
         Wolf

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

     Retail Products volume increased 4% in the current quarter.

     Foodservice Products volume increased 1% in the current quarter.

4.   How much was total Depreciation and Amortization for the quarter?

     Approximately  $91 million,  of which  approximately $78 million applied to
     continuing  operations  (versus  approximately  $91 million in Q3 2005,  of
     which approximately $76 million applied to continuing operations).

5.   How  much  was  total   Depreciation   and   Amortization  for  the  fiscal
     year-to-date?

     Approximately $269 million,  of which approximately $226 million applied to
     continuing  operations  (versus  $265  million  through  Q3 2005,  of which
     approximately $207 million applied to continuing operations.)

6.   How much were Capital Expenditures for the quarter?

     Approximately  $61 million (versus  approximately  $97 million in Q3 2005),
     including both continuing operations and discontinued operations.

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

     Approximately $196 million (versus $353 million through Q3 2005), including
     both continuing operations and discontinued operations.

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

     Approximately $62 million.

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

     Approximately $192 million.

10.  What was Corporate Expense for the quarter?

     Approximately  $171 million,  which includes  approximately  $77 million of
     expense from items that impact comparability with the prior year.

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

     Approximately $347 million.

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?

     $ 424 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) for
     continuing operations?

     27%,  including a benefit from changes in estimates related to state income
     tax liabilities  partially  offset by the impact of  non-deductible  equity
     method  investment   impairment  charges.  The  lower  effective  tax  rate
     favorably  impacted  earnings  by  approximately  $11  million or $0.02 per
     diluted share.

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 = $715/$2,879 = 24.8%

     Operating Margin = Segment Operating Profit** divided by Net Sales
     Operating Margin = $360/$2,879 = 12.5%

     * Gross Profit = Net Sales - Costs of Goods Sold ($2,879 - $2,164 = $715)

     **See  third-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 = $126/$2,879 = 4.4%.

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).

                                                       Q3 FY06          Q3 FY05
         Accounts Receivable                           $ 1,159          $ 1,353
         Inventory                                     $ 2,489          $ 2,408
         Less: Accounts Payable                        $   892          $   941
         Less: Accrued Expenses                        $ 1,449          $ 1,596
         Less: Advances on Sales                       $   137          $   171
                                                       -------          -------
                  Net Position                         $ 1,170          $ 1,053

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

                                                       Q3 FY06          Q3 FY05
         Total Debt*                                   $ 3,842          $ 4,527
         Less: Cash On Hand                            $   237          $     9
                                                       -------          -------
                           Total                       $ 3,605          $ 4,518

     *  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 third quarter,  interest-bearing  debt was  approximately
     $3.8 billion,  reflecting  the fact that the company  repaid  approximately
     $500 million of debt during the quarter.  The current  portion of long-term
     debt  reflects $400 million of 7.125% senior debt due October 2026 that has
     been  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
     expires.

20.  What is the  preliminary  estimate of the effective tax rate for the fourth
     quarter  of  fiscal  2006   (rounded),   excluding   any  items   impacting
     comparability?

     Approximately 36%.

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

     No more than $400 million.

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

     Approximately $260-$270 million.

23.  Please summarize (in tabular form) the EPS contribution from continuing and
     discontinued  operations as well as the net impact of major items impacting
     comparability for Q3FY06 and Q3FY05.


                                                                          
- ---------------------------- -------------------------- -------------------------- --------------------------
                               EPS, including items         Items that Impact        EPS, excluding items
          Q3FY06              Impacting Comparability        Comparability*         Impacting Comparability
- ---------------------------- -------------------------- -------------------------- --------------------------
Continuing Operations                  $0.18                     ($0.14)                    $0.31**
Discontinued Operations               ($0.24)                    ($0.30)                    $0.06
Total                                 ($0.06)                    $0.43**                    $0.37**

- ---------------------------- -------------------------- -------------------------- --------------------------
                              EPS, including items         Items that Impact        EPS, excluding items
         Q3 FY05             Impacting Comparability        Comparability*         Impacting Comparability
- ---------------------------- -------------------------- -------------------------- --------------------------
Continuing Operations                  $0.31                   $0.00 (net)                   $0.31
Discontinued Operations                $0.01                   $0.03                         $0.04
Total                                  $0.32                   $0.03                         $0.35


     *For a presentation  of the items affecting  comparability,  please see the
     section   entitled  "Major  Items  Affecting   Third-Quarter   Fiscal  2006
     Comparability" in the accompanying  Q3FY06 earnings release.

     * *Impacted by rounding.

24.  Does the  company  have any  comment  on  discontinued  operations  for the
     year-ago period?

     Income from discontinued  operations in the year-ago period was $0.01 after
     tax, which includes ($0.03) of loss,  including  impairment  charges,  from
     specialty meats operations, which the company no longer owns; this was more
     than  offset  by  $0.04  of  income  from  operations  yet to be  divested,
     specifically packaged meats, seafood, and cheese. The company considers the
     ($0.03) to impact  comparability  because  the  company no longer  owns the
     operations  that  generated the ($0.03).  The company does not consider the
     other $0.04 to impact comparability, as those earnings came from operations
     still owned by the  company;  as such,  results from those  operations  are
     included in both current year and prior year amounts.

25.  What  are  the  revised  historical  segment  results  as a  result  of the
     classification change that took place this quarter?

     Please see the attached tables--one shows segment information and the other
     shows the entire P/L information.


ConAgra Foods, Inc.
Segment Operating Results:  Q3 FY06
($USD, in Millions)

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                                                          FY 2005                                          FY 2006
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                                    Q1 FY05    Q2 FY05    Q3 FY05    Q4 FY05     Total      Q1 FY06    Q2 FY06   Q3 FY06    YTD FY06
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Segment Sales

    Retail Products                 $ 1,518.1  $ 1,866.9  $ 1,607.3  $ 1,630.2 $ 6,622.5  $ 1,503.2 $ 1,752.2  $ 1,661.3   $ 4,916.7
    Foodservice Products                535.7      560.0      541.4      571.7   2,208.8      565.6     585.5      561.1     1,712.2
    Food Ingredients                    576.8      691.3      607.6      794.9   2,670.6      631.4     688.0      656.5     1,975.9
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        Total                         2,630.6    3,118.2    2,756.3    2,996.8  11,501.9    2,700.2   3,025.7    2,878.9     8,604.8

Segment Operating Profit

    Retail Products                     181.3      314.7      271.5      206.0     973.5      180.9     256.7      248.1       685.7
    Foodservice Products                 68.2       83.2       57.0       63.6     272.0       74.5      86.7       41.1       202.3
    Food Ingredients                     60.1       79.1       59.9       64.1     263.2       76.2      53.3       70.7       200.2
- ------------------------------------------------------------------------------------------------------------------------------------
        Total                           309.6      477.0      388.4      333.7   1,508.7      331.6     396.7      359.9     1,088.2

Reconciliation of total operating profit to income
    from continuing operations before income taxes
     and equity method investment earnings (loss)

Items excluded from segment operating profit:
    General and corporate expense       (63.6)     (77.0)    (137.8)    (123.7)   (402.1)    (73.0)   (103.1)    (170.5)     (346.6)
    Gain on sale of Pilgrim's Pride
     Corporation common stock              -          -       185.7         -      185.7     329.4        -          -        329.4
    Interest expense, net               (73.4)     (85.8)     (68.1)     (67.7)   (295.0)    (68.1)    (62.3)     (61.8)     (192.2)

Income from continuing operations before
income taxes and equity method investment
earnings (loss)                       $ 172.6    $ 314.2    $ 368.2    $ 142.3   $ 997.3   $ 519.9   $ 231.3    $ 127.6     $ 878.8
- ------------------------------------------------------------------------------------------------------------------------------------


     Segment operating profit excludes general corporate  expense,  gain on sale
     of Pilgrim's  Pride  Corporation  common stock,  equity  method  investment
     earnings (loss) and net interest expense.  Management believes such amounts
     are not  directly  associated  with  segment  performance  results  for the
     period.  Management believes the presentation of total operating profit for
     segments  facilities  period-to-period  comparison  of  results  of segment
     operations.

CONAGRA FOODS, INC.
Income Statement for FY06 YTD, FY05
($USD, in millions)


- ------------------------------------------------------------------------------------------------------------------------------------
                                                       FY 2005                                           FY 2006
- ------------------------------------------------------------------------------------------------------------------------------------
                                Q1 FY05     Q2 FY05    Q3 FY05     Q4 FY05    YTD FY 05  Q1 FY06    Q2 FY06     Q3 FY06    YTD FY 06
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                
Net sales                     $ 2,630.6   $ 3,118.2  $ 2,756.3   $ 2,996.8  $ 11,501.9  $ 2,700.2  $ 3,025.7   $ 2,878.9   $ 8,604.8
Costs and expenses
    Costs of goods sold         2,004.1     2,311.3    2,046.1     2,312.9     8,674.4    2,031.5    2,298.5     2,164.1     6,494.1
    SG&A expenses                 380.5       406.9      459.6       473.9     1,720.9      410.1      433.6       525.4     1,369.1
    Interest expenses, net         73.4        85.8       68.1        67.7       295.0       68.1       62.3        61.8       192.2
    Gain on sale of Pilgrim's
     Pride Corporation common stock  -           -       185.7          -        185.7      329.4         -           -        329.4
- ------------------------------------------------------------------------------------------------------------------------------------
                                2,458.0     2,804.0    2,388.1     2,854.5    10,504.6    2,180.3    2,794.4     2,751.3     7,726.0
- ------------------------------------------------------------------------------------------------------------------------------------

Income from continuing operations
 before income taxes and equity method
 investment earnings (loss)       172.6       314.2      368.2       142.3       997.3      519.9      231.3       127.6      878.8
Income tax expense (benefit)       70.9       126.1      144.8        68.1       409.9      181.2       86.7        34.3      302.2
Equity method investment earnings  14.0        15.1      (64.0)       10.1       (24.8)     (13.9)     (16.7)       (0.6)     (31.2)
Income from continuing operations 115.7       203.2      159.4        84.3       562.6      324.8      127.9        92.7       545.4

Income (loss) from discontinued
  operations                       19.0        36.2        5.9        17.7        78.8       27.2       35.3      (124.4)     (61.9)

Net income                      $ 134.7     $ 239.4    $ 165.3     $ 102.0     $ 641.4    $ 352.0    $ 163.2      $ (31.7)   $ 483.5
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