ConAgra, Inc., one of the world's largest branded food products companies, today reported record fourth quarter earnings of $.46 per share for the period ending May 28, 2000, up 12% compared to the same period a year ago. Fourth quarter sales improved 6% to $6.4 billion and operating profit grew 14% to $501 million. These results reflect the ongoing success of Operation Overdrive as efficiency gains, a more favorable product mix, and further progress with customer channelization continue to contribute to sales and profit growth. For the fiscal year ended May 28, 2000, earnings per share grew 14% to a record $1.67. Sales for the fiscal year rose 3% to a record $25.4 billion and operating profit increased 12% to a record $1.9 billion. These results exclude all charges related to the company's restructuring plan associated with Operation Overdrive. Including restructuring charges, the company's net income improved $122 million for the quarter, reflecting 15% growth in earnings per share.

For the quarter, all of the company's business segments reported growth in operating profit and completed their respective Operation Overdrive-related restructuring initiatives. Operation Overdrive is a series of initiatives designed to accelerate the growth of the company's sales and profits by aligning resources by customer channel, removing excess costs and capital, and increasing marketing investment. Bruce Rohde, ConAgra's chairman and chief executive officer, commented, "As our financial performance this year indicates, ConAgra's strength continues to grow. Operation Overdrive contributed to our double-digit earnings growth in every quarter of this fiscal year. We are very pleased that, because of our team's focused effort, the restructuring plan associated with Operation Overdrive has been completed ahead of schedule with total charges being lower than originally expected, and we anticipate the savings from this plan to continue to increase."

Rohde continued, "Operation Overdrive allowed us to do much more than restructure. We have made fundamental changes in our business strategy and have become a more customer-focused, value-added leader in the food industry. The breadth of our product lines and our focus on customer channels make us a supplier of choice for our trade customers. This should enhance our financial performance over the next several years."

In the review of results for the fourth quarter and fiscal year 2000 which follows, unless otherwise indicated, comparisons are with the corresponding periods of fiscal 1999 and exclude restructuring and restructuring-related charges.

ConAgra's Food Businesses

During the fourth quarter, sales for the company's food businesses (Packaged Foods and Refrigerated Foods reporting segments) grew 8% to $5.2 billion, and food operating profit rose 17% to $415 million. For all of fiscal 2000, food sales grew 6% to $20.2 billion and food operating profit increased 17% to $1.6 billion.

Packaged Foods

Fourth quarter sales for the company's Packaged Foods segment grew 7% to $2.0 billion and operating profit rose 18% to $294 million. For the full fiscal year, Packaged Foods sales increased 4% to $7.7 billion and operating profit gained 11% to $1.1 billion, primarily driven by profit growth for frozen foods and shelf-stable grocery products as well as the company's specialty meats, seafood, tortilla, and french fry operations. The company is optimistic about the performance of the Packaged Foods segment in fiscal 2001 and beyond, given that the company supplies many products to the increasingly important North American foodservice industry, and given the company's portfolio of new products and line extensions as well as its renewed emphasis on increasing marketing investment.

Refrigerated Foods

Refrigerated Foods sales grew 8% to $3.2 billion and operating income increased 14% to $121 million for the quarter. For the full fiscal year, sales rose 8% to $12.5 billion and operating profit gained 33% to $491 million. The company attributed the year's profit growth to strong demand for fresh red meat, operating improvements, and a solid performance from its prepared meat operations. The company's poultry operations generated operating profit for fiscal 2000, but at a lower rate than that produced in fiscal 1999 due to oversupply in the poultry industry. As efficiency gains associated with Operation Overdrive continue to build momentum and as cattle industry supplies appear adequate to satisfy anticipated strong demand for fresh beef, the company is optimistic about the outlook for this segment in fiscal 2001. The company believes that its large customers in both the retail and foodservice channels increasingly value the company's portfolio of multiple protein products. The company also believes that its portfolio of multiple protein products results in less volatility for segment earnings than would otherwise exist were the company to offer only one type of protein.

ConAgra's Agricultural Products Business

Fourth quarter sales for the Agricultural Products segment grew 1% to $1.2 billion while operating profit grew 4% to $87 million. For the full fiscal year, sales declined 8% to $5.2 billion and operating profit decreased 8% to $331 million. Fiscal year results were positively influenced by growth in sales and profits from ConAgra's United Agri-Products, which is North America's largest distributor of crop inputs and provider of agricultural yield enhancement services, and by an improved performance from the company's grain processing business. Fiscal year results for the ConAgra Trade Group were negatively impacted by the effect of lower grain volumes and prices. With a broader portfolio of products and services and more efficient operations, the company believes that the Agricultural Products business segment will perform well in the upcoming fiscal year.

Operation Overdrive

The restructuring plan associated with Operation Overdrive has been completed. For the fourth quarter and the fiscal year to date, the company incurred pretax restructuring charges of $385 million and $621 million, respectively, as part of this plan. Only $151 million of the full year's restructuring charges represent a use of cash. The company noted that total expenses incurred to date for restructuring are below original projections and have been recognized ahead of schedule.

Savings associated with the restructuring program, which have been in line with expectations, contributed to earnings growth this fiscal year and will positively impact future profitability.

As part of Operation Overdrive, the company has undertaken initiatives that have generated resources used to increase marketing investment. As a result, advertising and promotion spending grew at a double-digit rate during the fiscal year. The company expects this trend to continue in fiscal 2001.

Consolidated ConAgra Results

ConAgra's fiscal 2000 fourth quarter diluted earnings per share increased 12% to $.46 per share from $.41 per share last year. Total sales grew 6% to $6.4 billion and operating profit was $501 million, an increase of 14% over last year. Net income rose 12% to $219 million. Including restructuring charges of $385 million, the fourth quarter's net loss was $19 million, or $.04 per share, compared to a net loss of $141 million, or $.30 per share, driven by $441 million of restructuring charges during the fourth quarter of fiscal 1999. Including restructuring charges, the company earned $122 million more of net income in the fourth quarter of fiscal 2000 than it did during the fourth quarter of fiscal 1999.

For all of fiscal 2000, diluted earnings per share increased 14% to $1.67, up from $1.46 for fiscal 1999. Consolidated sales grew 3% to $25.4 billion and operating profit rose 12% to $1.9 billion. Net income was $798 million, 15% growth over last year's net income of $696 million. Including restructuring charges, net income for fiscal 2000 was $413 million, or $.86, compared to last year's results of $358 million, or $.75 per share, an increase of 15%.

Rohde noted that the company's outlook is positive. "We have completed the restructuring plan associated with Operation Overdrive, but we are still making changes in the way we do business. Our progress speaks for itself: our customer relationships are improving, our brands are stronger, and our team is one of the best in the business. In summary, we believe that ConAgra is poised for growth. We believe the best is yet to come in terms of the financial returns that will result from our company's ongoing transformation, and we look forward to reporting on our continued success."

IHF Acquisition

On June 23, 2000 ConAgra announced that it had signed an agreement to acquire International Home Foods, Inc. for $22 per share in cash and ConAgra common stock plus the assumption of $1.3 billion in debt. The deal has a total value of approximately $2.9 billion. For more information, refer to the press release issued by ConAgra and International Home Foods on June 23, 2000 as well as ConAgra's Form 8-K dated June 22, 2000.

ConAgra, Inc, based in Omaha, Neb, is one of the world's largest and most successful food companies. ConAgra has more than $25 billion in sales and is the largest foodservice manufacturer and the second-largest retail food supplier in the United States. The company's major retail brands include Healthy Choice, Butterball, Hunt's, Hebrew National, Van Camp's, Peter Pan, Marie Callendar's, Wesson, Banquet, Swiss Miss, Orville Redenbacher, Act II, Armour, Swift, Eckrich, Fleischmann's, Egg Beaters, Reddi Wip, Parkay, Slim Jim, and many others.

Discussion of Results

A discussion of ConAgra's fourth quarter and fiscal year results by Bruce Rohde, chairman and chief executive officer, Jim O'Donnell, executive vice president and chief financial officer, and Chris Klinefelter, vice president of investor relations, will be available today at 9:00 AM Eastern Standard Time. To access the discussion, call toll-free at 888-868-9080.

ConAgra's press releases are available through PR Newswire's Company News on Call Fax Services at 1-800-758-5804. There is no charge for this service. Also, see ConAgra's web site for recent news at www.conagra.com.

Note on Forward Looking Statements:

This news release contains forward-looking statements that reflect management's current views and estimates of future economic circumstances, industry conditions, company performance, and financial results. The statements are based on many assumptions and factors including availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, access to capital and actions of governments. Any changes in such assumptions or factors could produce significantly different results.

Segment Operating Results
In millions FOURTH QUARTER - 13 Weeks Ended
Percent
May 28, 2000 May 30, 1999 Change
SALES
Packaged Foods $1,969.6 $1,845.8 7%
Refrigerated Foods 3,245.3 3,002.2 8
Agricultural Products 1,176.6 1,165.2 1
Total $6,391.5 $6,013.2 6%

OPERATING PROFIT*
Packaged Foods $293.6 $249.6 18%
Refrigerated Foods 120.9 106.1 14
Agricultural Products 86.6 83.6 4
Total $501.1 $439.3 14%

RESTRUCTURING CHARGES
Packaged Foods $160.2 $39.0
Refrigerated Foods 130.3 358.6
Agricultural Products 94.8 43.2
Total $385.3 $440.8

*Operating profit is before interest expense, goodwill amortization,
general corporate expense, restructuring charges and income taxes.

Segment Operating Results
In millions TWELVE MONTHS - 52 Weeks Ended
Percent
May 28, 2000 May 30, 1999 Change
SALES
Packaged Foods $7,713.5 $7,426.6 4%
Refrigerated Foods 12,522.2 11,591.4 8
Agricultural Products 5,150.1 5,576.3 (8)
Total $25,385.8 $24,594.3 3%

OPERATING PROFIT*
Packaged Foods $1,087.9 $980.3 11%
Refrigerated Foods 490.7 368.0 33
Agricultural Products 331.1 358.0 (8)
Total $1,909.7 $1,706.3 12%

RESTRUCTURING CHARGES
Packaged Foods $309.5 $39.0
Refrigerated Foods 168.0 358.6
Agricultural Products 143.9 43.2
Total $621.4 $440.8

*Operating profit is before interest expense, goodwill amortization,
general corporate expense, restructuring charges and income taxes.

In millions except per
share amounts FOURTH QUARTER - 13 Weeks Ended
Percent
May 28, 2000 May 30, 1999 Change
Net sales $6,391.5 $6,013.2 6%
Costs and expenses
Cost of goods sold * 5,346.9 5,005.6 7
Selling, administrative
and general expenses* 745.8 635.8 17
Interest expense, net 69.5 61.2 14
Restructuring/impairment
charges* 260.8 440.8 (41)
6,423.0 6,143.4 5

Income (loss) before
income taxes (31.5) (130.2) 76
Income taxes (12.0) 11.1 (208)
Net income (loss) $(19.5) $(141.3) 86%


Income (loss) per
share - basic $(0.04) $(0.30) 87%

Weighted average
shares outstanding 476.8 470.7 1%

Income (loss) per
share - diluted $(0.04) $(0.30) 87%

Weighted average shares and share
equivalents outstanding 478.3 470.7 2%

* Restructuring/impairment charges total $260.8 million. Other
restructuring-related items include accelerated depreciation of
$23.9 million included in cost of goods sold, inventory markdowns of
$73.1 million included in cost of goods sold, $.5 million of accelerated
depreciation included in selling, administrative and general expenses and
$27.0 million of restructuring plan implementation costs included in
selling, administrative and general expenses. ConAgra incurred a total of
$385.3 million in restructuring and restructuring-related charges across
all classifications for the quarter.


Consolidated Statements of Earnings
In millions except per
share amounts TWELVE MONTHS - 52 Weeks Ended
Percent
May 28, 2000 May 30, 1999 Change
Net sales $25,385.8 $24,594.3 3%
Costs and expenses
Cost of goods sold* 21,205.9 20,556.2 3
Selling, administrative
and general expenses* 2,888.2 2,598.4 11
Interest expense, net 303.4 316.6 (4)
Restructuring/impairment
charges* 322.2 440.8 (27)
24,719.7 23,912.0 3

Income before income taxes 666.1 682.3 (2)
Income taxes 253.1 323.9 (22)
Net income $413.0 $358.4 15%

Income per share - basic $0.87 $0.76 15%

Weighted average shares
outstanding 475.7 470.0 1%

Income per share - diluted $0.86 $0.75 15%

Weighted average shares and
share equivalents outstanding 478.6 476.7 0%

* Restructuring/impairment charges total $322.2 million. Other
restructuring-related items include accelerated depreciation of
$108.3 million included in cost of goods sold, inventory markdowns of
$114.5 million included in cost of goods sold, $30.8 million of
accelerated depreciation included in selling, administrative and general
expenses and $45.6 million of restructuring plan implementation costs
included in selling, administrative and general expenses. ConAgra
incurred a total of $621.4 million in restructuring and
restructuring-related charges across all classifications for the twelve-
month period ending May 28, 2000.

ConAgra, Inc.
Consolidated Balance Sheets
In millions May 28, 2000 May 30, 1999

ASSETS
Current assets
Cash and cash equivalents $157.6 $62.8
Receivables, net 1,606.8 1,637.5
Inventories 3,787.3 3,639.9
Prepaid expenses 414.8 315.9
Total current assets 5,966.5 5,656.1

Property, plant and
equipment, net 3,584.0 3,614.2

Brands, trademarks and
goodwill, net 2,366.0 2,408.7

Other assets 379.3 467.1

Total assets $12,295.8 $12,146.1

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Notes payable $1,255.5 $837.9
Current installments
of long-term debt 20.6 21.1
Accounts payable 2,044.6 2,036.5
Advances on sales 888.7 1,191.7
Other accrued liabilities 1,279.8 1,299.2
Total current liabilities 5,489.2 5,386.4

Senior long-term debt, excluding
current installments 1,816.8 1,793.1

Other noncurrent liabilities 750.7 782.8

Subordinated debt 750.0 750.0

Preferred securities
of a subsidiary company 525.0 525.0

Common stockholders' equity 2,964.1 2,908.8

Total liabilities and
stockholders' equity $12,295.8 $12,146.1