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ConAgra Foods, Inc. Announces Final Results Of Tender Offers

ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) announced today the final results of its previously announced tender offers (the “Tender Offers”), which expired at 5:00 p.m., New York City time, on January 29, 2013 (the “Expiration Date”). Pursuant to an Offer to Purchase and Consent Solicitation Statement, dated December 28, 2012 (as amended, the “Offer to Purchase”), ConAgra Foods offered to purchase for cash any and all Floating Rate Notes due August 15, 2018 (the “Floating Rate Notes”) issued by Ralcorp Holdings, Inc. (“Ralcorp”), 7.29% Notes due August 15, 2018 (the “2018 Notes”) issued by Ralcorp, and 7.39% Notes due August 15, 2020 (the “2020 Notes” and, together with the Floating Rate Notes and the 2018 Notes, the “Notes”) issued by Ralcorp.

The Tender Offers were made in connection with ConAgra Foods’ acquisition of Ralcorp, which was completed earlier today (the “Acquisition”).

As of the Expiration Date, $631,500,000 aggregate principal amount of the Notes had been validly tendered for purchase and not validly withdrawn, comprised of $20,000,000 aggregate principal amount of the Floating Rate Notes, $544,500,000 aggregate principal amount of the 2018 Notes and $67,000,000 aggregate principal amount of the 2020 Notes. ConAgra Foods has accepted for purchase all Notes validly tendered in the Tender Offers.

Upon settlement of the Tender Offers, which is expected to occur on Thursday, January 31, 2013, ConAgra Foods will:

1) pay $832,592,730 as a cash payment, comprised of $20,250,000 for the Floating Rate Notes accepted for payment, $718,936,020 for the 2018 Notes accepted for payment and $93,406,710 for the 2020 Notes accepted for payment; and

2) pay to holders whose Notes are accepted in the Tender Offers cash in amount equal to the accrued and unpaid interest to, but not including, the settlement date with respect to the Notes accepted in the Tender Offers.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. The Tender Offers were made solely pursuant to the Offer to Purchase and related transmittal documents.

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