8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

June 22, 2001
Date of Report (Date of earliest event reported)

ConAgra Foods, Inc.
(Exact name of registrant as specified in its charter)

Delaware	1-7275	47-0248710
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One ConAgra Drive, Omaha, Nebraska	68102-5001
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code
(402) 595-4000

Item 5.  Other Events.

    On June 22, 2001, ConAgra Foods, Inc. issued a press release, attached hereto as Exhibit 99.1, relating to the company's filing of restated financial statements and the impact of changes in accounting. ConAgra Foods also issued a press release on June 22, 2001, attached hereto as Exhibit 99.2, relating to the company's near term trends and fiscal 2002 outlook. A Question and Answer document posted on the company's website is also attached hereto as Exhibit 99.3.

Item 7.  Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release issued June 22, 2001
99.2	Press Release issued June 22, 2001
99.3	Question and Answer

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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

June 22, 2001	CONAGRA FOODS, INC.
	By:	/s/ JAMES P. O'DONNELL
	Name:  James P. O'Donnell
	Title:  Executive Vice President, Chief Financial Officer and Corporate Secretary

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Item 5. Other Events.
Item 7. Financial Statements and Exhibits.

SIGNATURE

EX-99.1

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Exhibit 99.1

	ConAgra Foods®  News Release
		ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102-5001 tel: (402) 595-4000 www.conagrafoods.com	For more information, contact: Karen Savinski Lynn MEDIA Vice President, Communications ConAgra Foods, Inc. tel: (402) 595-5392
			Chris Klinefelter ANALYSTS Vice President, Investor Relations ConAgra Foods, Inc. tel: (402) 595-4157

F O R   I M M E D I A T E   R E L E A S E

CONAGRA FOODS FILES RESTATED FINANCIAL STATEMENTS;
ALSO CITES IMPACT OF CHANGES IN ACCOUNTING PRINCIPLES

    OMAHA, Neb., June 22, 2001 — ConAgra Foods, Inc. (NYSE: CAG) today announced that it has filed an amended annual report on Form 10-K for its fiscal year ended May 28, 2000 with the Securities and Exchange Commission. The filing includes restated financial statements for fiscal years 1998, 1999 and 2000 and relates to the company's announcement on May 23 that accounting and conduct matters at its United Agri Products Companies (UAP) subsidiary and certain other accounting adjustments would result in a restatement of the company's financial results. ConAgra Foods also filed amended quarterly reports on Form 10-Qs for the first three quarters of fiscal 2001, which reflect the current year impact of the restatement of prior fiscal year results. In addition, the amended fiscal 2001 first quarter results reflect the impact of the cumulative effect of three accounting principle changes which were adopted by the company in the fourth quarter of fiscal 2001.

RESTATEMENT DUE TO ACCOUNTING AND CONDUCT MATTERS AT UAP

    The restatement due to accounting and conduct matters at UAP is based upon an investigation undertaken by ConAgra Foods and the Audit Committee of its Board of Directors. That investigation, which was reported by the company in its May 23 press release, and an informal inquiry by the staff of the Securities and Exchange Commission, are continuing. The restatement reflects the financial statement impact of the following accounting matters at UAP: improper revenue recognition for deferred delivery sales and vendor rebates, improper recognition of advance vendor rebate income, and improper accruals for bad debt reserves. The restatement also corrects an error relating to consolidation of intracompany profit on sales within UAP during fiscal 1997 and fiscal 1998. In addition, a ConAgra Foods review indicated that UAP used inconsistent quarterly estimating processes in the recognition of vendor rebates. As part of the restatement, ConAgra Foods adopted a consistent quarterly estimating process for the recognition of UAP vendor rebates which resulted in a larger portion of vendor rebates being recognized later in the UAP fiscal year. The company's Form 8-K dated May 23, 2001 has background information on the elements giving rise to the restatement.

    The effect of the restatement related to UAP matters, is as follows:

•

for fiscal 1998, revenues are reduced by $42 million, income before taxes is reduced by $16 million, and diluted earnings per share are reduced by $.02;



•

for fiscal 1999, revenues are reduced by $84 million, income before taxes is reduced by $47 million, and diluted earnings per share are reduced by $.06;

•

for fiscal 2000, revenues are reduced by $161 million, income before taxes is reduced by $48 million, and diluted earnings per share are reduced by $.06; and



•

for fiscal 2001, revenues are increased by $324 million, income before taxes is increased by $127 million, and diluted earnings per share are increased by $.16.

    In addition, the company restated its fiscal 1997 retained earnings by $7 million to reflect the net income effect of reducing revenues by $38 million, income before taxes by $12 million and diluted earnings per share by $.01.

    The financial statement effects of the restatement related to UAP matters for the first three quarters of fiscal 2001 are:

•

for the first quarter ended August 27, 2000, revenues are increased by $227 million, income before taxes is increased by $29 million and diluted earnings per share are increased by $.04;



•

for the second quarter ended November 26, 2000, revenues are increased by $97 million, income before taxes is decreased by $17 million and diluted earnings per share are decreased by $.02; and



•

for the third quarter ended February 25, 2001, revenues are unchanged, income before taxes is increased by $16 million and diluted earnings per share are increased by $.02.

CUMULATIVE EFFECT OF A CHANGE IN THREE ACCOUNTING PRINCIPLES

    In the fourth quarter of fiscal 2001, the company changed its methods of accounting for revenue recognition relating to shipping terms for certain of its product sales, recognition of sales incentives granted to retailers and recognition of consumer sales incentives. The company is required to reflect a reduction in income related to the cumulative effect of these changes in the first quarter of fiscal 2001. The cumulative effect of these three changes in fiscal 2001 for periods prior to fiscal 2001 reduces income by $43.9 million after-tax, or $.09 per share, and relates to the following :

•

The company changed its accounting for recognition of revenue relating to the shipping terms for certain of its product sales. The company previously recorded the sales when title to finished product passes upon shipment to customers, i.e., when the product left the shipping dock. The company will now recognize revenue when title and risk of loss are transferred to customers upon delivery. This resulted in a $15.6 million after-tax charge, or $.03 per diluted share, which is reflected in the restated financial statements for the first quarter of fiscal 2001.



•

The company is changing its policy to now expense sales incentives provided to retailers at the later of the date the sale is reported or the incentive is offered, as opposed to amortizing those costs over the period of expected future benefit. This change resulted in a $17.5 million after-tax charge, or $.04 per diluted share, which is reflected in the restated financial statements for the first quarter of fiscal 2001.



•

The company is changing its policy to now expense its consumer sales incentives at the later of the issuance of the sales incentives or the date the sale is recorded , as opposed to amortizing the expense over the period in which the sales incentives were expected to be redeemed. This change resulted in a $10.8 million after-tax charge, or $.02 per diluted share, which is reflected in the restated financial statements for the first quarter of fiscal 2001.

    In addition, the net impact of these accounting changes on operating results for fiscal 2001 is reflected in the amended quarterly documents.

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RESTATEMENT & ACCOUNTING CHANGES : NET IMPACT TO 2001 EPS

    For fiscal 2001, ConAgra Foods estimates that the aggregate effect of all of the foregoing matters will increase earnings per diluted share by $.07 ($.16 per diluted share increase due to the restatement related to UAP less $.09 per diluted share decrease related to the cumulative effect of the changes in accounting principle).

    ConAgra Foods expects to release its results for fiscal 2001 on or about June 28. The company has posted question and answer information, which includes a summary of the amended quarterly results for fiscal 2001, relating to this release at http://www.conagrafoods.com/investors.

    ConAgra Foods is North America's largest foodservice manufacturer and second largest retail food supplier, with annualized sales of approximately $27 billion.

    This news release contains certain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The forward-looking statements in this release include without limitation statements addressing the following subjects: estimates of certain results for fiscal 2001, results of the investigation by the Audit Committee and the inquiry by the Securities and Exchange Commission.

    Future economic circumstances, industry conditions, company performance and financial results and/or regulatory factors affecting the Company's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements. The statements are based on many assumptions and factors described in the Company's reports filed with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

# # #

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Exhibit 99.1

EX-99.2

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Exhibit 99.2

	ConAgra Foods®  News Release
		ConAgra Foods, Inc. One ConAgra Drive Omaha, NE 68102-5001 tel: (402) 595-4000 www.conagrafoods.com	For more information, contact: Karen Savinski Lynn MEDIA Vice President, Communications ConAgra Foods, Inc. tel: (402) 595-5392
			Chris Klinefelter ANALYSTS Vice President, Investor Relations ConAgra Foods, Inc. tel: (402) 595-4157

F O R   I M M E D I A T E   R E L E A S E

CONAGRA FOODS COMMENTS ON NEAR TERM TRENDS, OUTLOOK FOR FISCAL 2002

    OMAHA, Neb., June 22, 2001—ConAgra Foods (NYSE : CAG), one of America's leading branded food companies, today commented on the near-term outlook for its business. The company expects results for fiscal 2002 to be substantially more profitable than fiscal 2001, which ended May 27, 2001.

    Bruce Rohde, chairman and chief executive officer, commented, "Fiscal 2001 was impacted by a variety of factors, as our company, our customers and our consumers were all affected by a softening economy and higher energy costs. In addition, we've seen customers in our industry aggressively reducing inventory balances, so shipments, sales, and profits were lower than would be suggested by improved consumer purchases of our products."

    "These and other factors made for a tough year in fiscal 2001, but we managed through these issues and look favorably on our prospects for fiscal 2002," Rohde noted. "We made some changes to our team and our operations and we continued with our agenda to become more efficient, serve customer channels better, and strengthen the market positions of key items in our portfolio. While some of the factors that made for a difficult 2001 will continue into our new fiscal year, we think the economy will snap back at some point, and we look for stronger conditions overall as our year moves into calendar 2002. We believe we will post earnings gains in fiscal 2002 that show a strong single digit rate of growth over fiscal 2001, and possibly double-digit growth depending on the economy. We see most of the annual and quarterly increases over fiscal 2001 occurring in the last half of fiscal 2002 given that improvements to the economy are not expected before late in calendar 2001."

    The company mentioned that a softening economy, high energy prices, changing inventory levels among retailers, increased marketing investment, and other softness in some business units impacted the fiscal fourth quarter of 2001, resulting in an expectation of diluted EPS of $.19 - $.23 for the quarter. These earnings reflect underlying operating trends as well as a small net increase to earnings due to a restatement of results and change in accounting policies discussed in the company's press releases dated May 23 and June 22, 2001.

RESTATED FINANCIAL RESULTS

    Prior to the effect of cumulative changes in accounting principles unrelated to matters at United Agri Products (UAP), which UAP matters were discussed in previous company press releases, restated diluted EPS for the first three quarters of fiscal 2001 are $1.10. This reflects $1.07 of diluted EPS from operations as previously reported this year, and an additional net $.03 improvement resulting from the restatement of prior year results due to the UAP matters and accounting principle changes impacting

current year operations. Diluted EPS for all of fiscal 2001 are expected to be in the range of $1.29 - $1.33 before the cumulative effect of changes in accounting principles. The cumulative effect of such changes is a reduction in fiscal 2001 diluted EPS of $.09 and will be shown as a reduction in revised earnings for the first quarter of fiscal 2001. The company therefore expects to report diluted EPS for fiscal 2001 in the range of $1.20-$1.24 after the effect of cumulative accounting changes.

    Amended quarterly financial statements for fiscal 2001 have been filed today, to reflect the effect of the earnings restatement attributable to the UAP matters as well as the cumulative impact of changes in accounting principles. The company's new accounting policies will be in place for all of fiscal 2002.

    Rohde said, "Like many companies, we saw fiscal 2001 as a difficult environment, but we think 2002 will produce much better prospects. The pricing environment is better, and our team is in place to deliver strong results next year, provided that there are no significant economic setbacks. While most of the American business landscape has shown, and in our opinion will continue to show, poor financial results in the near term, we are confident that our earnings will grow next year. We are aggressively pursuing opportunities to enhance our profitability in the short run and in the long run, and we are constantly examining our business mix for opportunities to create shareholder value. "

    The company expects to report fiscal fourth quarter and full year earnings on June 28, 2001, and will comment on specific reporting segment trends and results at that time. The company has posted a question and answer document relating to this release, and its June 22 press release discussing restated financial statements and changes in accounting principles, on its website at www.conagrafoods.com/investors.

    ConAgra Foods, Inc. (NYSE : CAG) is North America's largest foodservice manufacturer and second largest retail food supplier, with annualized sales of approximately $27 billion. ConAgra Foods' consumer brands include: Hunt's tomato products, Healthy Choice, Banquet meals, Armour meats, Bumble Bee tuna, Louis Kemp seafood, La Choy, Chun King, Lunch Makers, Wesson, Country Pride, Blue Bonnet, Kid Cuisine, Parkay, Reddi-wip, Marie Callender's, Cook's ham, Butterball, Act II, Slim Jim, Decker, Chef Boyardee, Orville Redenbacher's, PAM Cooking Spray, Snack Pack puddings, Van Camp's, Peter Pan, Hebrew National, Gulden's mustard, Pemmican Jerky, Swift Brown 'n Serve Sausages, Swiss Miss, and many others. For more information, please visit us at www.conagrafoods.com.

    ConAgra Foods' press releases are available through PR Newswire's Company News on Call Fax Services at 1-800-758-5804, extension #200825. There is no charge for this service. Also, see ConAgra Foods' web site for recent news at www.conagrafoods.com.

Note on Forward Looking Statements:

    This news release contains "forward-looking" statements within the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. Future economic circumstances, industry conditions, company performance and financial results, availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, access to capital, actions of governments and regulatory factors affecting the company's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the company's reports filed with the Securities and Exchange Commission. The company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise.

# # #

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Exhibit 99.2

EX-99.3

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Exhibit 99.3

June 22 Release: Q&A Information

1.

What are the revised quarterly EPS for the first three quarters for this fiscal year as a result of the restatement and change in accounting principles discussed in today's press releases?

Quarter 1, Fiscal 2001:	EPS = $.25*
Quarter 2, Fiscal 2001:	EPS = $.54
Quarter 3, Fiscal 2001:	EPS = $.22
Year to Date Earnings, Q1- Q3:	EPS = $1.01

*

Includes $.09 of earnings per share reduction due to the cumulative effect of the changes in accounting principles. Without this reduction, earnings would have been $.34 per share in the first quarter and $1.10 per share for the first three quarters of fiscal 2001.

2.

How much of each change in EPS for each of the first three quarters of fiscal 2001 is related to UAP matters and the changes in accounting principles?

FISCAL 2001 DETAILS—QUARTERS REPORTED TO DATE

Revision Due To:
Quarter	Reported EPS		UAP Matters			Change in Accounting Principle—Current Quarter Operations			Change in Accounting Principle—Years Prior to Fiscal 2001			Revised EPS
1—FY 01	$	.30	$	.04		$	.00		$	(.09	)	$	.25
2—FY 01	$	.58	$	(.02	)	$	(.02	)	$	.00		$	.54
3—FY 01	$	.19	$	.02		$	.01		$	.00		$	.22

Quarter 1:  Rollforward

Amounts in $million except per share amounts

				Adjustment to Quarterly Results Due To:
		As Reported: Quarter 1 FY 2001		Reclassification Due to Change in Accounting			Change in Accounting Principles— Current Quarter			Restatement Due to UAP Matters		Cumulative Effect Changing Accounting Principles— Prior Years			Revised Quarterly Total
Sales—Packaged Foods		$	1,747.9	$	(37.8	)	$	(21.4	)						$	1,688.7
Sales—Refrigerated Foods		$	3,343.6	$	89.0		$	(4.0	)						$	3,428.6
Sales—Agricultural Products		$	1,710.1	$	22.5					$	226.8				$	1,959.4
	Total Sales	$	6,801.6	$	73.7		$	(25.4	)	$	226.8	$	—		$	7,076.7
	Total Cost of Goods Sold	$	5,754.7	$	199.4		$	46.6		$	197.3	$	—		$	6,198.0
	Total Gross Profit	$	1,046.9	$	(125.7	)	$	(72.0	)	$	29.5	$	—		$	878.7
	Total SG&A, exc Corporate & Amt	$	637.1	$	(125.7	)	$	(70.6	)	$	—	$	—		$	440.8
Operating Profit: Packaged Foods		$	206.6	$	(3.6	)	$	(1.2	)	$	—	$	—		$	201.8
Operating Profit: Refrigerated Foods		$	108.2	$	1.5		$	(0.1	)	$	—	$	—		$	109.6
Operating Profit: Agricultural Products		$	95.0	$	2.1		$	(0.1	)	$	29.5	$	—		$	126.5
	Total Operating Income	$	409.8	$	0.0		$	(1.4	)	$	29.5	$	—		$	437.9
Other (Corporate, Amortization, or Interest Adjustments)		$	174.1	$	—		$	(0.3	)						$	173.8
Income Before Taxes		$	235.7	$	0.0		$	(1.1	)	$	29.5	$	—		$	264.1
Income Taxes		$	89.6				$	(0.4	)	$	10.8				$	100.0
Net Income		$	146.1	$	0.0		$	(0.7	)	$	18.7	$	(43.9	)	$	120.2
	Earnings Per Share	$	0.30	$	0.00		$	(0.00	)	$	0.04	$	(0.09	)	$	0.25

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Quarter 2:  Rollforward

Amounts in $million except per share amounts

				Adjustment to Quarterly Results Due To:
		As Reported: Quarter 2 FY 2001		Reclassification Due to Change in Accounting		Change in Accounting Principles— Current Quarter			Restatement Due to UAP Matters			Cumulative Effect Changing Accounting Principles— Prior Years		Revised Quarterly Total
Sales—Packaged Foods		$	2,413.7	$	—	$	(17.1	)						$	2,396.6
Sales—Refrigerated Foods		$	3,366.9	$	—	$	(4.4	)						$	3,362.5
Sales—Agricultural Products		$	1,425.6	$	—				$	97.2				$	1,522.8
	Total Sales	$	7,206.2	$	—	$	(21.5	)	$	97.2		$	—	$	7,281.9
	Total Cost of Goods Sold	$	5,970.9	$	—	$	43.3		$	113.8		$	—	$	6,128.0
	Total Gross Profit	$	1,235.3	$	—	$	(64.8	)	$	(16.6	)	$	—	$	1,153.9
	Total SG&A, exc Corporate & Amt	$	543.4	$	—	$	(48.7	)	$	—		$	—	$	494.7
Operating Profit: Packaged Foods		$	397.9	$	—	$	(15.4	)	$	—		$	—	$	382.5
Operating Profit: Refrigerated Foods		$	154.2	$	—	$	(0.7	)	$	—		$	—	$	153.5
Operating Profit: Agricultural Products		$	139.8	$	—	$	—		$	(16.6	)	$	—	$	123.2
	Total Operating Income	$	691.9	$	—	$	(16.1	)	$	(16.6	)	$	—	$	659.2
Other (Corporate, Amortization, or Interest Adjustments)		$	201.4	$	—	$	0.1							$	201.5
Income Before Taxes		$	490.5	$	—	$	(16.2	)	$	(16.6	)	$	—	$	457.7
Income Taxes		$	188.8			$	(6.2	)	$	(6.1	)			$	176.5
Net Income		$	301.7	$	—	$	(10.0	)	$	(10.5	)			$	281.2
	Earnings Per Share	$	0.58	$	—	$	(0.02	)	$	(0.02	)			$	0.54

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Quarter 3:  Rollforward

Amounts in $million except per share amounts

					Adjustment to Quarterly Results Due To:
		As Reported: Quarter 3 FY 2001			Reclassification Due to Change in Accounting		Change in Accounting Principles— Current Quarter			Restatement Due to UAP Matters			Cumulative Effect Changing Accounting Principles— Prior Years		Revised Quarterly Total
Sales—Packaged Foods		$	2,343.4		$	—	$	(28.8	)						$	2,314.6
Sales—Refrigerated Foods		$	3,166.8		$	—	$	(2.4	)						$	3,164.4
Sales—Agricultural Products		$	919.0		$	—				$	—				$	919.0
	Total Sales	$	6,429.2		$	—	$	(31.2	)	$	—		$	—	$	6,398.0
	Total Cost of Goods Sold	$	5,405.2		$	—	$	38.6		$	13.2		$	—	$	5,457.0
	Total Gross Profit	$	1,024.0		$	—	$	(69.8	)	$	(13.2	)	$	—	$	941.0
	Total SG&A, exc Corporate & Amt	$	696.4		$	—	$	(82.0	)	$	(29.0	)	$	—	$	585.4
Operating Profit: Packaged Foods		$	268.7		$	—	$	10.6		$	—		$	—	$	279.3
Operating Profit: Refrigerated Foods		$	76.5		$	—	$	1.6		$	—		$	—	$	78.1
Operating Profit: Agricultural Products		$	(17.6	)	$	—	$	—		$	15.8		$	—	$	(1.8	)
	Total Operating Income	$	327.6		$	—	$	12.2		$	15.8		$	—	$	355.6
Other (Corporate, Amortization, or Interest Adjustments)		$	167.4		$	—	$	0.1							$	167.5
Income Before Taxes		$	160.2		$	—	$	12.1		$	15.8		$	—	$	188.1
Income Taxes		$	61.7				$	4.7		$	5.9				$	72.3
Net Income		$	98.5		$	—	$	7.4		$	9.9				$	115.8
	Earnings Per Share	$	0.19		$	—	$	0.01		$	0.02		$	—	$	0.22

3.

What is the EPS for each of fiscal 1997, 1998, 1999 and 2000 before and after restatement of the financial statements?

ANNUAL EPS:

Excluding restructuring and related charges for fiscal 1999 and 2000 and the cumulative effect of a change in accounting for fiscal 1998.

Fiscal Year	Before Restatement		After Restatement
1997	$	1.34	$	1.33
1998	$	1.35	$	1.33
1999	$	1.46	$	1.40
2000	$	1.67	$	1.60

ANNUAL EPS:

Including restructuring and related changes for fiscal 1999 and 2000 and the cumulative effect of a change in accounting for fiscal 1998.

Fiscal Year	Before Restatement		After Restatement
1997	$	1.34	$	1.33
1998	$	1.32	$	1.30
1999	$	0.75	$	0.69
2000	$	0.86	$	0.80

4.

What is the impact of all of the changes you have made on previously reported highlights for fiscal 1998, 1999 and 2000 and for quarterly results for fiscal 1999, 2000 and 2001?

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Amts in millions except per share amts

The specific changes to previously reported results are discussed in Note 22 of the company's 10K/A.

FINANCIAL HIGHLIGHTS : AS FILED IN APPLICABLE YR OR QTR
excludes restructuring and related charges in 1999 & 2000 and cumulative effect of change in acct. for 1998

Reporting Period	Net Sales		Operating Income		Income Before Taxes		Net Income		Diluted EPS
1998	$	24,220	$	1,573	$	1,041	$	642	$	1.35
1999	$	24,594	$	1,706	$	1,123	$	696	$	1.46
2000	$	25,386	$	1,910	$	1,288	$	798	$	1.67
Q1—2001	$	6,802	$	410	$	236	$	146	$	0.30
Q2—2001	$	7,206	$	692	$	491	$	302	$	0.58
Q3—2001	$	6,429	$	328	$	160	$	99	$	0.19

FINANCIAL HIGHLIGHTS : AFTER REVISION
excludes restructuring and related charges in 1999 & 2000 and cumulative effect of change in acct. for 1998

Reporting Period	Net Sales		Operating Income		Income Before Taxes		Net Income		Diluted EPS
1998	$	24,545	$	1,557	$	1,026	$	632	$	1.33
1999	$	24,844	$	1,659	$	1,076	$	668	$	1.40
2000	$	25,535	$	1,860	$	1,239	$	768	$	1.60
Q1—2001	$	7,077	$	438	$	264	$	120	$	0.25
Q2—2001	$	7,282	$	659	$	458	$	281	$	0.54
Q3—2001	$	6,398	$	356	$	188	$	116	$	0.22

FINANCIAL HIGHLIGHTS : AS FILED IN APPLICABLE YR OR QTR
includes restructuring and related charges in 1999 & 2000 and cumulative effect of change in acct. for 1998

Reporting Period	Net Sales		Operating Income		Income Before Taxes		Net Income		Diluted EPS
1998	$	24,220	$	1,573	$	1,041	$	627	$	1.32
1999	$	24,594	$	1,266	$	682	$	358	$	0.75
2000	$	25,386	$	1,288	$	666	$	413	$	0.86
Q1—2001	$	6,802	$	410	$	236	$	146	$	0.30
Q2—2001	$	7,206	$	692	$	491	$	302	$	0.58
Q3—2001	$	6,429	$	328	$	160	$	99	$	0.19

FINANCIAL HIGHLIGHTS : AFTER REVISION
includes restructuring and related charges in 1999 & 2000 and cumulative effect of change in acct. for 1998

Reporting Period	Net Sales		Operating Income		Income Before Taxes		Net Income		Diluted EPS
1998	$	24,545	$	1,557	$	1,026	$	618	$	1.30
1999	$	24,844	$	1,219	$	636	$	330	$	0.69
2000	$	25,535	$	1,239	$	618	$	382	$	0.80
Q1—2001	$	7,077	$	438	$	264	$	120	$	0.25
Q2—2001	$	7,282	$	659	$	458	$	281	$	0.54
Q3—2001	$	6,398	$	356	$	188	$	116	$	0.22

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Restated Financial Statements—Excluding Restructuring Charges—Quarterly Info

FISCAL 1999		Qtr 1 Fiscal 1999		Qtr 2 Fiscal 1999		Qtr 3 Fiscal 1999		Qtr 4 Fiscal 1999		Total Fiscal 1999
Packaged Food : Sales		$	1,641.3	$	2,027.8	$	1,892.0	$	1,834.2	$	7,395.3
Refrigerated Food : Sales		$	2,948.9	$	2,976.9	$	2,879.0	$	3,076.9	$	11,881.7
Agricultural Products : Sales		$	2,039.5	$	1,507.2	$	1,015.1	$	1,005.6	$	5,567.4
	Total Sales	$	6,629.7	$	6,511.9	$	5,786.1	$	5,916.7	$	24,844.4
Cost of Good Sold		$	5,812.6	$	5,606.9	$	5,006.0	$	5,115.0	$	21,540.5
Gross Profit		$	817.1	$	905.0	$	780.1	$	801.7	$	3,303.9
SG&A Expense of Reporting Segments		$	427.7	$	413.8	$	406.0	$	397.0	$	1,644.5
Packaged Food : Operating Profit		$	170.0	$	292.7	$	267.1	$	249.4	$	979.2
Refrigerated Food : Operating Profit		$	64.6	$	113.7	$	83.7	$	107.2	$	369.2
Agricultural Products : Operating Profit		$	154.8	$	84.8	$	23.3	$	48.1	$	311.0
	Total Operating Profit	$	389.4	$	491.2	$	374.1	$	404.7	$	1,659.4
Other Expense (Corporate, Amortization)		$	78.8	$	57.5	$	61.2	$	68.9	$	266.4
Interest		$	77.2	$	91.4	$	87.1	$	60.9	$	316.6
Earnings Before Tax		$	233.4	$	342.3	$	225.8	$	274.9	$	1,076.4
Income Tax		$	90.6	$	131.6	$	86.3	$	99.8	$	408.3
Cumulative Change in Accounting Principle		$	—	$	—	$	—	$	—	$	—
Net Income		$	142.8	$	210.7	$	139.5	$	175.1	$	668.1
Earnings per Diluted Share		$	0.30	$	0.44	$	0.29	$	0.37	$	1.40
Earnings per Diluted Share, exc. Cumulative Effect Change		$	0.30	$	0.44	$	0.29	$	0.37	$	1.40

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Restated Financial Statements—Excluding Restructuring Charges—Quarterly Info

FISCAL 2000		Qtr 1 Fiscal 2000		Qtr 2 Fiscal 2000		Qtr 3 Fiscal 2000		Qtr 4 Fiscal 2000		Total Fiscal 2000
Packaged Food : Sales		$	1,710.7	$	2,052.6	$	1,891.4	$	1,956.2	$	7,610.9
Refrigerated Food : Sales		$	3,212.3	$	3,199.3	$	3,137.6	$	3,331.6	$	12,880.8
Agricultural Products : Sales		$	1,872.0	$	1,461.9	$	847.0	$	862.0	$	5,042.9
	Total Sales	$	6,795.0	$	6,713.8	$	5,876.0	$	6,149.8	$	25,534.6
Cost of Good Sold		$	5,919.4	$	5,743.1	$	5,058.5	$	5,239.1	$	21,960.1
Gross Profit		$	875.6	$	970.7	$	817.5	$	910.7	$	3,574.5
SG&A Expense of Reporting Segments		$	444.3	$	441.2	$	380.0	$	448.6	$	1,714.1
Packaged Food : Operating Profit		$	198.2	$	307.6	$	287.5	$	293.6	$	1,086.9
Refrigerated Food : Operating Profit		$	117.7	$	141.6	$	110.5	$	121.1	$	490.9
Agricultural Products : Operating Profit		$	115.4	$	80.3	$	39.5	$	47.4	$	282.6
	Total Operating Profit	$	431.3	$	529.5	$	437.5	$	462.1	$	1,860.4
Other Expense (Corporate, Amortization)		$	98.3	$	71.0	$	71.0	$	77.3	$	317.6
Interest		$	76.4	$	77.3	$	80.8	$	69.3	$	303.8
Earnings Before Tax		$	256.6	$	381.2	$	285.7	$	315.5	$	1,239.0
Income Tax		$	97.0	$	145.2	$	108.8	$	120.4	$	471.4
Cumulative Change in Accounting Principle		$	—	$	—	$	—	$	—	$	—
Net Income		$	159.6	$	236.0	$	176.9	$	195.1	$	767.6
Earnings per Diluted Share		$	0.33	$	0.49	$	0.37	$	0.41	$	1.60
Earnings per Diluted Share, exc. Cumulative Effect Change		$	0.33	$	0.49	$	0.37	$	0.41	$	1.60

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Restated Financial Statements—Including Restructuring Charges—Quarterly Info

FISCAL 1999		Qtr 1 Fiscal 1999		Qtr 2 Fiscal 1999		Qtr 3 Fiscal 1999		Qtr 4 Fiscal 1999			Total Fiscal 1999
Packaged Food : Sales		$	1,641.3	$	2,027.8	$	1,892.0	$	1,834.2		$	7,395.3
Refrigerated Food : Sales		$	2,948.9	$	2,976.9	$	2,879.0	$	3,076.9		$	11,881.7
Agricultural Products : Sales		$	2,039.5	$	1,507.2	$	1,015.1	$	1,005.6		$	5,567.4
	Total Sales	$	6,629.7	$	6,511.9	$	5,786.1	$	5,916.7		$	24,844.4
Cost of Good Sold		$	5,812.6	$	5,606.9	$	5,006.0	$	5,115.0		$	21,540.5
Gross Profit		$	817.1	$	905.0	$	780.1	$	801.7		$	3,303.9
SG&A Expense of Reporting Segments		$	427.7	$	413.8	$	406.0	$	397.0		$	1,644.5
Restructuring Charges								$	440.8		$	440.8
Packaged Food : Operating Profit		$	170.0	$	292.7	$	267.1	$	210.4		$	940.2
Refrigerated Food : Operating Profit		$	64.6	$	113.7	$	83.7	$	(251.4	)	$	10.6
Agricultural Products : Operating Profit		$	154.8	$	84.8	$	23.3	$	4.9		$	267.8
	Total Operating Profit	$	389.4	$	491.2	$	374.1	$	(36.1	)	$	1,218.6
Other Expense (Corporate, Amortization)		$	78.8	$	57.5	$	61.2	$	68.9		$	266.4
Interest		$	77.2	$	91.4	$	87.1	$	60.9		$	316.6
Earnings Before Tax		$	233.4	$	342.3	$	225.8	$	(165.9	)	$	635.6
Income Tax		$	90.6	$	131.6	$	86.3	$	(3.1	)	$	305.4
Cumulative Change in Accounting Principle		$	—	$	—	$	—	$	—		$	—
Net Income		$	142.8	$	210.7	$	139.5	$	(162.8	)	$	330.2
Earnings per Diluted Share		$	0.30	$	0.44	$	0.29	$	(0.35	)	$	0.69
Earnings per Diluted Share, exc. Cumulative Effect Change		$	0.30	$	0.44	$	0.29	$	(0.35	)	$	0.69

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Restated Financial Statements—Including Restructuring Charges—Quarterly Info

FISCAL 2000		Qtr 1 Fiscal 2000		Qtr 2 Fiscal 2000		Qtr 3 Fiscal 2000		Qtr 4 Fiscal 2000			Total Fiscal 2000
Packaged Food : Sales		$	1,710.7	$	2,052.6	$	1,891.4	$	1,956.2		$	7,610.9
Refrigerated Food : Sales		$	3,212.3	$	3,199.3	$	3,137.6	$	3,331.6		$	12,880.8
Agricultural Products : Sales		$	1,872.0	$	1,461.9	$	847.0	$	862.0		$	5,042.9
	Total Sales	$	6,795.0	$	6,713.8	$	5,876.0	$	6,149.8		$	25,534.6
Cost of Good Sold		$	5,959.0	$	5,802.0	$	5,085.8	$	5,336.1		$	22,182.9
Gross Profit		$	836.0	$	911.8	$	790.2	$	813.7		$	3,351.7
SG&A Expense of Reporting Segments		$	448.3	$	456.5	$	409.5	$	476.2		$	1,790.5
Restructuring Charges		$	3.5	$	30.2	$	27.7	$	260.8		$	322.2
Packaged Food : Operating Profit		$	169.4	$	239.1	$	235.6	$	133.3		$	777.4
Refrigerated Food : Operating Profit		$	109.6	$	123.7	$	98.8	$	(9.2	)	$	322.9
Agricultural Products : Operating Profit		$	105.2	$	62.3	$	18.6	$	(47.4	)	$	138.7
	Total Operating Profit	$	384.2	$	425.1	$	353.0	$	76.7		$	1,239.0
Other Expense (Corporate, Amortization)		$	98.3	$	71.0	$	71.0	$	77.3		$	317.6
Interest		$	76.4	$	77.3	$	80.8	$	69.3		$	303.8
Earnings Before Tax		$	209.5	$	276.8	$	201.2	$	(69.9	)	$	617.6
Income Tax		$	79.1	$	105.5	$	76.8	$	(26.1	)	$	235.3
Cumulative Change in Accounting Principle		$	—	$	—	$	—	$	—		$	—
Net Income		$	130.4	$	171.3	$	124.4	$	(43.8	)	$	382.3
Earnings per Diluted Share		$	0.27	$	0.36	$	0.26	$	(0.09	)	$	0.80
Earnings per Diluted Share, exc. Cumulative Effect Change		$	0.27	$	0.36	$	0.26	$	(0.09	)	$	0.80

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5.

What are the revised financial highlights, by reporting segment, for fiscal years 1998, 1999 and 2000.

Restated Financial Highlights

Excluding Restructuring Charges in 1999 & 2000

		Fiscal 1998		Fiscal 1999		Fiscal 2000
Packaged Food : Sales		$	7,192.5	$	7,395.3	$	7,610.9
Refrigerated Food : Sales		$	11,713.8	$	11,881.7	$	12,880.8
Agricultural Products : Sales		$	5,638.3	$	5,567.4	$	5,042.9
	Total Sales	$	24,544.6	$	24,844.4	$	25,534.6
Cost of Good Sold		$	21,351.6	$	21,540.5	$	21,960.1
Gross Profit		$	3,193.0	$	3,303.9	$	3,574.5
SG&A Expense of Reporting Segments		$	1,635.6	$	1,644.5	$	1,714.1
Packaged Food : Operating Profit		$	968.3	$	979.2	$	1,086.9
Refrigerated Food : Operating Profit		$	230.1	$	369.2	$	490.9
Agricultural Products : Operating Profit		$	359.0	$	311.0	$	282.6
	Total Operating Profit	$	1,557.4	$	1,659.4	$	1,860.4
Other Expense (Corporate, Amortization)		$	231.2	$	266.4	$	317.6
Interest		$	300.7	$	316.6	$	303.8
Earnings Before Tax		$	1,025.5	$	1,076.4	$	1,239.0
Income Tax		$	393.2	$	408.3	$	471.4
Cumulative Change in Accounting Principle		$	14.8	$	—	$	—
Net Income		$	617.5	$	668.1	$	767.6
Earnings per Diluted Share		$	1.30	$	1.40	$	1.60
Earnings per Diluted Share, exc. Cumulative Effect Change		$	1.33	$	1.40	$	1.60

Restated Financial Highlights

Including Restructuring Charges in 1999 & 2000

		Fiscal 1998		Fiscal 1999		Fiscal 2000
Packaged Food : Sales		$	7,192.5	$	7,395.3	$	7,610.9
Refrigerated Food : Sales		$	11,713.8	$	11,881.7	$	12,880.8
Agricultural Products : Sales		$	5,638.3	$	5,567.4	$	5,042.9
	Total Sales	$	24,544.6	$	24,844.4	$	25,534.6
Cost of Good Sold		$	21,351.6	$	21,540.5	$	22,182.9
Gross Profit		$	3,193.0	$	3,303.9	$	3,351.7
SG&A Expense of Reporting Segments		$	1,635.6	$	1,644.5	$	1,790.5
Restructuring Charges		$	—	$	440.8	$	322.2
Packaged Food : Operating Profit		$	968.3	$	940.2	$	777.4
Refrigerated Food : Operating Profit		$	230.1	$	10.6	$	322.9
Agricultural Products : Operating Profit		$	359.0	$	267.8	$	138.7
	Total Operating Profit	$	1,557.4	$	1,218.6	$	1,239.0
Other Expense (Corporate, Amortization)		$	231.2	$	266.4	$	317.6
Interest		$	300.7	$	316.6	$	303.8
Earnings Before Tax		$	1,025.5	$	635.6	$	617.6
Income Tax		$	393.2	$	305.4	$	235.3
Cumulative Change in Accounting Principle		$	14.8	$	—	$	—
Net Income		$	617.5	$	330.2	$	382.3
Earnings per Diluted Share		$	1.30	$	0.69	$	0.80
Earnings per Diluted Share, exc. Cumulative Effect Change		$	1.33	$	0.69	$	0.80

6.

What are the issues that are reflected in the amended quarterly results?

As we have reported in press releases dated May 23, 2001 and June 22, 2001, the company is restating current and historical results for two main reasons:

1)

accounting and conduct matters at our United Agri Products subsidiary (UAP) result generally in a shifting of sales and earnings across fiscal years 1997, 1998, 1999, 2000, and 2001, and



2)

a review of certain relatively recent accounting pronouncements, for example Staff Accounting Bulletin No. 101 Revenue Recognition in Financial Statements as well as Emerging Issues Task Force issues—resulted in a change in three of the company's accounting policies. In implementing these changes, we recognized cumulative effect of changes in accounting as of the first quarter of this fiscal year. This means that our revised results for the first quarter of fiscal 2001 show a $.09 reduction in earnings per share relating to periods prior to this fiscal year. As far as what these changes mean to the operating

9

results of the first three quarters of fiscal 2001, the effect is relatively small and the various components are quantified in schedules attached in another area of this document.

In addition to these two main issues, we have changed some expense classifications during our year. These reclassifications were reflected beginning with our second quarter of 2001, which means we are reclassifying some of the expense categorizations for the first quarter of fiscal 2001 and fiscal 2000, 1999, and 1998. These classification changes do not impact reported income before income taxes, net income, or income per share amounts, but they do alter certain line items on the income statement. These reclassifications include: 1) reclassification of shipping and handling costs from a reduction in net sales to costs of goods sold and 2) a reclassification of consumer sales incentive costs from selling, general, and administrative expenses to a reduction in net sales. Such reclassifications also conform to recently issued accounting literature.

7.

How did the restatement of results due to issues at UAP affect the fourth quarter results for fiscal 2001? What happens to the customer prepayments received by UAP in the fourth quarter of fiscal 2001?

•

The recently-announced restatement of earnings due to UAP matters increases the quarter's earnings by $.12, largely due to changes in the timing of rebate income recognition and other matters as discussed in the May 23, 2001 press release, and

•

UAP received approximately $250 million customer prepayments during the last quarter of fiscal 2001 which is expected to generate approximately $50 million of profit before tax, or about $.06 per share. Effective with fiscal 2001, UAP will book revenue for all sales when title and risk of loss are transferred to customers upon delivery. Therefore, the profit from such prepayments will not be booked until delivery of product to customers in fiscal 2002.

•

The effect of these, and other items, is included in the Company's fourth quarter EPS estimate range of $.19 - $.23.

8.

Can you describe the cumulative effect of the changes in accounting principles?

The cumulative effect of the changes was reflected as a first quarter of fiscal 2001 charge of $43.9 million after-tax. As the press release states, there are three areas impacted by the cumulative effect of changes in accounting. They are as follows:

•

The company has changed its accounting for recognition of revenue relating to shipping terms for certain of its product sales. Previously, the company would recognize revenue when title to finished product passed upon shipment to customers. Now the company recognizes revenue when title and risk of loss are transferred to customers upon product delivery. This is relevant because in some cases, we may ship product, yet still bear the risk of loss due to the terms of the sale. As a result of this accounting change, we made an after-tax adjustment of $15.6 million, or $.03 per share.



•

The Company's method of accounting for sales incentives provided to retailers was changed from recognition of expense over the period of expected future benefit, to recognition of the costs at the later of the date the related sale is recorded or the sales incentive is offered to the retailer (such as recognizing all of the expense for retail incentive programs upon payment). As a result of this accounting change, we made an after tax adjustment of $17.5 million, or $.04 per share.



•

The Company's method of accounting for coupons and related consumer sales incentives was changed from recognition of expense over the expected redemption period of the sales incentives, to recognition of the costs as a reduction in net sales at the later of the date the related sale is recorded or the sales incentive is offered (such as recognizing all of the expense for a coupon program in the first month of undertaking the program). As a result of this accounting change, we made an after tax adjustment of $10.8 million or $.02 per share.

9.

So the cumulative effect of accounting changes relates to results for years before 2001?

Yes. The accounting adjustment of $43.9 million is for periods prior to fiscal 2001, but the cumulative effect is taken as a charge in the first quarter of fiscal 2001. However, operating results for the fiscal quarters in fiscal 2001 have also been adjusted to reflect the new accounting principles, but the impact is relatively small.

10.

Regarding the changes in accounting principles, doesn't treating this as a cumulative effect (taking a one-time charge in the first quarter of fiscal 2001) pose a problem with comparing quarters from fiscal 2000 to fiscal

10

2001, given that none of the operating results for quarters in fiscal 2000 reflect the change in accounting principles, yet the quarters in fiscal 2001 do?

Regarding the change in accounting principles, the results of operations in fiscal 2001 reflect the new accounting principles, while the results of operations for fiscal 2000 do not, but the impact on operations in 2001 is relatively small. Going forward, our results reflect these changes in accounting principles.

11.

Can you say more about the business trends influencing the fourth quarter results?

Many of the major issues that shaped our third quarter have continued into our fourth quarter: a weakening economy, higher than normal energy costs, changing inventory levels among our major customers, increased marketing spending, weaker results for some of our business units, and other items. This has resulted in our expectation of fourth quarter EPS to be in the range of $.19 - $.23. We will discuss segment results when we officially release earnings, which is scheduled for June 28. Keep in mind that these results are estimates and are not final.

12.

What are the projections for the full fiscal year?

Our reported EPS is expected to be in the range of $1.20 - $1.24. The range is $1.29 - $1.33 before a $.09 reduction in EPS due to the cumulative effect of the changes in accounting.

13.

What are your projections for fiscal 2002?

Our projections are for a strong single-digit growth rate in EPS, and perhaps a double-digit growth rate in EPS depending on the economy. Because we look for calendar 2001 to be a tough environment, we expect much of the earnings gains to be concentrated in the second half of the fiscal year, which falls in calendar year 2002.

14.

Why are there slight differences between the restated revenue amounts in the final amended 10-K for fiscal 2000 and those cited in the May 23 press release?

The numbers we provided in the May 23 press release were estimates and have changed slightly as we completed our review of the numbers. One difference between the numbers provided in previous press releases and the ones in the amended documents has to do with a change in classification for certain types of rebates: for example, in the May 23 documents we treated them as increases in revenues, and in the final amended documents they are recorded as reductions in cost of goods sold.

15.

Regarding the accounting and conduct issues at UAP, what is the adjustment to 1997 retained earnings and the change from your previous estimate for fiscal 1998 earnings?

In our final review, we restated the May 25, 1997 retained earnings by a reduction of $7.0 million to reflect the net income effect of the adjustment for fiscal 1997 of 1) deferred delivery transactions and vendor rebates, and 2) intracompany profit on sales within UAP. The net impact reduces EPS for fiscal 1997 by $.01. The adjustment to fiscal 1998 earnings for issues related to the restatement is shown in the tables located elsewhere in this document, and generally relates to booking revenue from deferred delivery sales during the fiscal year when shipment occurred.

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QuickLinks

Exhibit 99.3