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ConAgra QAFY07Q1

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This document summarizes the Q1 FY07 financial results of ConAgra Foods. Some key highlights include: - Consumer Foods volume increased 1% and Food and Ingredients volume increased 2% in Q1. - Gross margin was 24.7% and operating margin was 11.7% for the quarter. - Net debt decreased to $2.88 billion from $3.97 billion in Q1 FY06. - Restructuring charges totaled $39 million pre-tax, impacting costs in Consumer Foods and corporate expenses.

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Q1 FY07 Question & Answer September 21, 2006 Note: The company considers the amounts in today’s press release preliminary for reasons described on Page 6 of the release. 1. What were some examples of major brands in the Consumer Foods segment posting sales growth for the quarter? Banquet Chef Boyardee DAVID Hebrew National Hunt’s Kid Cuisine Marie Callender’s Orville Redenbacher’s PAM Reddi-wip Rosarita Ro*Tel Slim Jim Snack Pack 2. What were some examples of major brands in the Consumer Foods segment posting sales declines for the quarter? ACT II Egg Beaters Healthy Choice LaChoy Manwich Parkay Swiss Miss VanCamp’s Wesson 3. What were unit volume changes for the quarter in the Consumer Foods and Food and Ingredients segments? Consumer Foods volume increased 1% in the current quarter. Food and Ingredients volume increased 2% in the current quarter. Page 1 of 7
4. How much was total Depreciation and Amortization from continuing operations for the quarter? Approximately $89 million (versus approximately $75 million in Q1 2006) 5. How much were Capital Expenditures from continuing operations for the quarter? Approximately $46 million (versus approximately $61 million in Q1 2006) 6. What was the net interest expense for the quarter? Approximately $58 million (versus approximately $72 million in Q1 2006) 7. What was Corporate Expense for the quarter? Approximately $90 million including approximately $13 million of restructuring charges (versus approximately $73 million in Q1 2006) 8. How much did the company pay in dividends during the quarter? $93 million 9. What was the weighted average number of diluted shares outstanding for the quarter? 512 million shares 10. What was the approximate effective tax rate for the quarter (rounded) for continuing operations? The effective tax rate for continuing operations for the quarter was 36%. 11. What were the gross margins and operating margins for the quarter ($ amounts in millions, rounded)? Gross Margin = Gross Profit* divided by Net Sales Gross Margin = $663/$2,689 = 24.7% Operating Margin = Segment Operating Profit** divided by Net Sales Operating Margin = $316/$2,689 = 11.7% * Gross Profit = Net Sales – Costs of Goods Sold ($2,689 – $2,026 = $663) **See first-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 = $168/$2,689 = 6.2%. 12. 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). Page 2 of 7
Q1 FY07 Q1 FY06 Accounts Receivable $1,156 $1,252 Inventory $2,123 $2,296 Less: Accounts Payable $ 892 $ 899 Less: Accrued Expenses* $1,519 $1,522 Less: Advances on Sales $ 108 $ 129 Net Position $ 760 $ 998 *Accrued expenses = accrued payroll plus accrued liabilities. 13. What is included in the company’s net debt at the end of the quarter (in millions)? Q1 FY07 Q1 FY06 Total Debt* $3,582 $4,473 Less: Cash On Hand $ 695 $ 501 Net Debt Total $2,887 $3,972 * Total debt = notes payable, current installment of long-term debt, long-term debt, and subordinated debt. 14. What is the net debt to total capital ratio at quarter end? 38% currently and 44% a year ago This ratio is defined as net debt divided by the sum of net debt plus shareholder equity. See question #13 for the components of net debt. 15. What is the projected effective tax rate for continuing operations for fiscal 2007 (rounded)? Approximately 36% 16. What are the projected Capital Expenditures for fiscal 2007? Approximately $450 million 17. What is the expected net interest expense for fiscal 2007? Approximately $225-$250 million 18. What was the impact of adopting FAS123R during the quarter? Expensing of stock options resulted in recognizing increased expense of less than $5 million pretax, which approximates half a cent per share EPS impact. 19. Where were the first quarter’s restructuring charges classified? Consumer Foods: Cost of Goods Sold—approximately $10 million SG&A expense—approximately $16 million Page 3 of 7
Corporate: SG&A expense—approximately $13 million. 20. What was the impact of the change in accounting method for advertising expense in the first quarter of fiscal 2007? The impact of this method change was less than $5 million pretax of additional expense. 21. How does last week’s announcement of the plant closures fit into the company’s overall restructuring program announced last March? The company estimates the announced closings will contribute about half of the targeted $100 million of annual fixed cost savings by fiscal 2009. 22. As reported in the earnings release and prior releases, what are the major items in the first-quarter fiscal 2007 diluted EPS that will affect comparability with first-quarter fiscal 2006 diluted EPS? Summary of major items included in diluted EPS of $0.21 First Quarter from continuing operations for the first quarter of fiscal 2007 FY07 Expense related to restructuring program $0.05 Summary of major item included in diluted EPS of $0.61 from First Quarter continuing operations for the first quarter of fiscal 2006 FY06 Gain on sale of Pilgrim’s Pride Corporation common stock $0.40 Impairment charges related to two joint ventures $0.03 Expense related to plant closure $0.01 23. What are the revised historical segment results resulting from the accounting method and classification changes that took place this quarter? Please see the attached tables—one shows segment information and the other shows the entire P/L information. (Pages 6-7) Note on Forward-Looking Statements: This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. The company undertakes no responsibility to update these statements. Readers of this document should understand that these statements are not guarantees of performance or results. Many factors could affect the company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements. These factors include, among other things, future economic circumstances, industry conditions, availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, the company’s ability to execute its operating and restructuring plans, access to capital, actions of governments and Page 4 of 7
regulatory factors affecting the company’s businesses and other risks described in the company’s reports filed with the Securities and Exchange Commission. The company cautions readers not to place undue reliance on any forward-looking statements included in this document, which speak only as of the date made. Page 5 of 7
ConAgra Foods, Inc. Segment Operating Results ($USD, in millions) FY 2006 Q1 Q2 Q3 Q4 Total FY06 FY06 FY06 FY06 Segment Sales Consumer Foods $1,499.5 $1,753.2 $1,644.4 $1,607.3 $6,504.4 Food and Ingredients 770.5 805.3 789.8 823.0 3,188.6 Trading and Merchandising 260.0 288.6 278.3 358.9 1,185.8 International Foods 143.8 154.9 149.3 155.2 603.2 Total 2,673.8 3,002.0 2,861.8 2,944.4 11,482.0 Segment Operating Profit Consumer Foods 166.4 244.6 220.2 197.1 828.3 Food and Ingredients 96.4 91.9 80.2 95.1 363.6 Trading and Merchandising 53.5 32.7 60.6 42.0 188.8 International Foods 10.3 14.9 14.3 22.6 62.1 Total 326.6 384.1 375.3 356.8 1,442.8 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 corporate expense (72.9) (103.1) (170.6) (208.7) (555.3) Gain on sale of Pilgrim's Pride Corporation common stock 329.4 - - - 329.4 Interest expense, net (72.4) (68.6) (68.8) (62.2) (272.0) Income from continuing operations before income taxes and equity method investment earnings (loss) $510.7 $212.4 $135.9 $85.9 $944.9 Segment operating profit excludes general corporate expense, gain on sale of Pilgrim's Pride Corporation common stock, equity method investment earnings (loss) and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations. Page 6 of 7
ConAgra Foods, Inc. Income Statement for FY06 ($USD, in millions) FY 2006 Q1 Q2 Q3 Q4 Total FY06 FY06 FY06 FY06 Net sales $2,673.8 $3,002.0 $2,861.8 $2,944.4 $11,482.0 Costs and expenses Cost of goods sold 2,003.1 2,270.6 2,142.4 2,242.5 8,658.6 SG&A expenses 417.0 450.4 514.7 553.8 1,935.9 Interest expenses, net 72.4 68.6 68.8 62.2 272.0 Gain on sale of Pilgrim's Pride Corporation common stock 329.4 - - - 329.4 Income from continuing operations before income taxes and equity method 510.7 212.4 135.9 85.9 944.9 investment earnings (loss) Income tax expense 177.6 79.5 37.6 11.3 306.0 Equity method investment earnings (loss) (13.9) (16.7) (0.6) (18.4) (49.6) Income from continuing operations 319.2 116.2 97.7 56.2 589.3 Income (loss) from discontinued operations 28.1 36.3 (122.9) 3.0 (55.5) Net income $347.3 $152.5 $(25.2) $59.2 $533.8 Earnings per share – diluted Income from continuing operations 1 0.61 0.22 0.19 0.11 1.13 Income (loss) from discontinued 1 0.06 0.07 (0.24) 0.00 (0.10) operations Net income 1 0.67 0.29 (0.05) 0.11 1.03 Diluted weighted average shares 520.5 521.0 520.9 519.1 520.2 outstanding 1 Basic and diluted earnings per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly earnings-per-share amounts may not agree with the total year. Page 7 of 7

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ConAgra QAFY07Q1

  • 1. Q1 FY07 Question & Answer September 21, 2006 Note: The company considers the amounts in today’s press release preliminary for reasons described on Page 6 of the release. 1. What were some examples of major brands in the Consumer Foods segment posting sales growth for the quarter? Banquet Chef Boyardee DAVID Hebrew National Hunt’s Kid Cuisine Marie Callender’s Orville Redenbacher’s PAM Reddi-wip Rosarita Ro*Tel Slim Jim Snack Pack 2. What were some examples of major brands in the Consumer Foods segment posting sales declines for the quarter? ACT II Egg Beaters Healthy Choice LaChoy Manwich Parkay Swiss Miss VanCamp’s Wesson 3. What were unit volume changes for the quarter in the Consumer Foods and Food and Ingredients segments? Consumer Foods volume increased 1% in the current quarter. Food and Ingredients volume increased 2% in the current quarter. Page 1 of 7
  • 2. 4. How much was total Depreciation and Amortization from continuing operations for the quarter? Approximately $89 million (versus approximately $75 million in Q1 2006) 5. How much were Capital Expenditures from continuing operations for the quarter? Approximately $46 million (versus approximately $61 million in Q1 2006) 6. What was the net interest expense for the quarter? Approximately $58 million (versus approximately $72 million in Q1 2006) 7. What was Corporate Expense for the quarter? Approximately $90 million including approximately $13 million of restructuring charges (versus approximately $73 million in Q1 2006) 8. How much did the company pay in dividends during the quarter? $93 million 9. What was the weighted average number of diluted shares outstanding for the quarter? 512 million shares 10. What was the approximate effective tax rate for the quarter (rounded) for continuing operations? The effective tax rate for continuing operations for the quarter was 36%. 11. What were the gross margins and operating margins for the quarter ($ amounts in millions, rounded)? Gross Margin = Gross Profit* divided by Net Sales Gross Margin = $663/$2,689 = 24.7% Operating Margin = Segment Operating Profit** divided by Net Sales Operating Margin = $316/$2,689 = 11.7% * Gross Profit = Net Sales – Costs of Goods Sold ($2,689 – $2,026 = $663) **See first-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 = $168/$2,689 = 6.2%. 12. 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). Page 2 of 7
  • 3. Q1 FY07 Q1 FY06 Accounts Receivable $1,156 $1,252 Inventory $2,123 $2,296 Less: Accounts Payable $ 892 $ 899 Less: Accrued Expenses* $1,519 $1,522 Less: Advances on Sales $ 108 $ 129 Net Position $ 760 $ 998 *Accrued expenses = accrued payroll plus accrued liabilities. 13. What is included in the company’s net debt at the end of the quarter (in millions)? Q1 FY07 Q1 FY06 Total Debt* $3,582 $4,473 Less: Cash On Hand $ 695 $ 501 Net Debt Total $2,887 $3,972 * Total debt = notes payable, current installment of long-term debt, long-term debt, and subordinated debt. 14. What is the net debt to total capital ratio at quarter end? 38% currently and 44% a year ago This ratio is defined as net debt divided by the sum of net debt plus shareholder equity. See question #13 for the components of net debt. 15. What is the projected effective tax rate for continuing operations for fiscal 2007 (rounded)? Approximately 36% 16. What are the projected Capital Expenditures for fiscal 2007? Approximately $450 million 17. What is the expected net interest expense for fiscal 2007? Approximately $225-$250 million 18. What was the impact of adopting FAS123R during the quarter? Expensing of stock options resulted in recognizing increased expense of less than $5 million pretax, which approximates half a cent per share EPS impact. 19. Where were the first quarter’s restructuring charges classified? Consumer Foods: Cost of Goods Sold—approximately $10 million SG&A expense—approximately $16 million Page 3 of 7
  • 4. Corporate: SG&A expense—approximately $13 million. 20. What was the impact of the change in accounting method for advertising expense in the first quarter of fiscal 2007? The impact of this method change was less than $5 million pretax of additional expense. 21. How does last week’s announcement of the plant closures fit into the company’s overall restructuring program announced last March? The company estimates the announced closings will contribute about half of the targeted $100 million of annual fixed cost savings by fiscal 2009. 22. As reported in the earnings release and prior releases, what are the major items in the first-quarter fiscal 2007 diluted EPS that will affect comparability with first-quarter fiscal 2006 diluted EPS? Summary of major items included in diluted EPS of $0.21 First Quarter from continuing operations for the first quarter of fiscal 2007 FY07 Expense related to restructuring program $0.05 Summary of major item included in diluted EPS of $0.61 from First Quarter continuing operations for the first quarter of fiscal 2006 FY06 Gain on sale of Pilgrim’s Pride Corporation common stock $0.40 Impairment charges related to two joint ventures $0.03 Expense related to plant closure $0.01 23. What are the revised historical segment results resulting from the accounting method and classification changes that took place this quarter? Please see the attached tables—one shows segment information and the other shows the entire P/L information. (Pages 6-7) Note on Forward-Looking Statements: This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current views and assumptions of future events and financial performance and are subject to uncertainty and changes in circumstances. The company undertakes no responsibility to update these statements. Readers of this document should understand that these statements are not guarantees of performance or results. Many factors could affect the company’s actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements. These factors include, among other things, future economic circumstances, industry conditions, availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, the company’s ability to execute its operating and restructuring plans, access to capital, actions of governments and Page 4 of 7
  • 5. regulatory factors affecting the company’s businesses and other risks described in the company’s reports filed with the Securities and Exchange Commission. The company cautions readers not to place undue reliance on any forward-looking statements included in this document, which speak only as of the date made. Page 5 of 7
  • 6. ConAgra Foods, Inc. Segment Operating Results ($USD, in millions) FY 2006 Q1 Q2 Q3 Q4 Total FY06 FY06 FY06 FY06 Segment Sales Consumer Foods $1,499.5 $1,753.2 $1,644.4 $1,607.3 $6,504.4 Food and Ingredients 770.5 805.3 789.8 823.0 3,188.6 Trading and Merchandising 260.0 288.6 278.3 358.9 1,185.8 International Foods 143.8 154.9 149.3 155.2 603.2 Total 2,673.8 3,002.0 2,861.8 2,944.4 11,482.0 Segment Operating Profit Consumer Foods 166.4 244.6 220.2 197.1 828.3 Food and Ingredients 96.4 91.9 80.2 95.1 363.6 Trading and Merchandising 53.5 32.7 60.6 42.0 188.8 International Foods 10.3 14.9 14.3 22.6 62.1 Total 326.6 384.1 375.3 356.8 1,442.8 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 corporate expense (72.9) (103.1) (170.6) (208.7) (555.3) Gain on sale of Pilgrim's Pride Corporation common stock 329.4 - - - 329.4 Interest expense, net (72.4) (68.6) (68.8) (62.2) (272.0) Income from continuing operations before income taxes and equity method investment earnings (loss) $510.7 $212.4 $135.9 $85.9 $944.9 Segment operating profit excludes general corporate expense, gain on sale of Pilgrim's Pride Corporation common stock, equity method investment earnings (loss) and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations. Page 6 of 7
  • 7. ConAgra Foods, Inc. Income Statement for FY06 ($USD, in millions) FY 2006 Q1 Q2 Q3 Q4 Total FY06 FY06 FY06 FY06 Net sales $2,673.8 $3,002.0 $2,861.8 $2,944.4 $11,482.0 Costs and expenses Cost of goods sold 2,003.1 2,270.6 2,142.4 2,242.5 8,658.6 SG&A expenses 417.0 450.4 514.7 553.8 1,935.9 Interest expenses, net 72.4 68.6 68.8 62.2 272.0 Gain on sale of Pilgrim's Pride Corporation common stock 329.4 - - - 329.4 Income from continuing operations before income taxes and equity method 510.7 212.4 135.9 85.9 944.9 investment earnings (loss) Income tax expense 177.6 79.5 37.6 11.3 306.0 Equity method investment earnings (loss) (13.9) (16.7) (0.6) (18.4) (49.6) Income from continuing operations 319.2 116.2 97.7 56.2 589.3 Income (loss) from discontinued operations 28.1 36.3 (122.9) 3.0 (55.5) Net income $347.3 $152.5 $(25.2) $59.2 $533.8 Earnings per share – diluted Income from continuing operations 1 0.61 0.22 0.19 0.11 1.13 Income (loss) from discontinued 1 0.06 0.07 (0.24) 0.00 (0.10) operations Net income 1 0.67 0.29 (0.05) 0.11 1.03 Diluted weighted average shares 520.5 521.0 520.9 519.1 520.2 outstanding 1 Basic and diluted earnings per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly earnings-per-share amounts may not agree with the total year. Page 7 of 7