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ConAgra Foods Reports Third Quarter Comparable EPS Growth Including Significant Increase in Marketing; Reaffirms Full-Year EPS;

  ConAgra Foods Reports Third Quarter Comparable EPS Growth Including
  Significant Increase in Marketing; Reaffirms Full-Year EPS; Announces
  Quarterly Dividend

Business Wire

OMAHA, Neb. -- April 03, 2013

ConAgra Foods, Inc., (NYSE: CAG):

Fiscal 2013 Third-quarter Highlights (% cited vs. year-ago period amounts,
where applicable):

  *Diluted EPS from continuing operations of $0.29 as reported and $0.55
    adjusted for items impacting comparability, down as reported and up on a
    comparable basis.
  *Consumer Foods’ operating profit increased on a comparable basis,
    including an approximate 33% increase in base business marketing
    investment. The increase in investment reduced the quarter’s EPS by
    approximately $0.04 per diluted share. Segment sales increased 7%, driven
    by acquisitions.
  *Commercial Foods’ sales and comparable operating profit increased.
  *The company completed the acquisition of Ralcorp on January 29, 2013.
    ConAgra Foods’ fiscal 2013 third-quarter results include 27 days of EPS
    contribution from Ralcorp. The company continues to expect EPS benefit of
    approximately $0.05 per diluted share in fiscal 2013 from this
    transaction.
  *As previously stated, the company expects EPS for the full fiscal year,
    adjusted for items impacting comparability, to be approximately $2.15,
    resulting in 17% comparable year-over-year EPS growth. The $2.15 includes
    approximately $0.05 per diluted share benefit from the acquisition of
    Ralcorp.
  *The board of directors approved a dividend of $0.25 per common share to be
    paid on May 31, 2013, to stockholders of record at the close of business
    on April 30, 2013.

ConAgra Foods, Inc., (NYSE: CAG) one of North America’s leading packaged food
companies, today reported results for the fiscal 2013 third quarter ended
February 24, 2013. Diluted EPS from continuing operations was $0.29 in the
fiscal third quarter, down from $0.67 earned in the year-ago period. Excluding
$0.26 per diluted share of net expense in the current quarter, and $0.14 of
net benefit in the year-ago period, from items impacting comparability,
current quarter EPS of $0.55 was 4% above the comparable $0.53 earned in the
year-ago period. Items impacting comparability in the third quarter of fiscal
2013 and the same period a year ago are summarized toward the end of this
release and reconciled for Regulation G purposes starting on page 10.

Gary Rodkin, ConAgra Foods’ chief executive officer, said, “We are pleased
with the earlier-than-planned closing of the Ralcorp transaction, sequential
improvement in our Consumer Foods volumes, comparable profit growth in both of
our core business segments, and the announcement of Ardent Mills, a new
proposed joint venture for our milling operations. Challenges remain for key
areas of our business, but a combination of successful margin improvement
initiatives and a more favorable input cost environment is enabling us to
significantly increase our brand investment and deliver EPS growth.”

He continued, “Our organization is very focused on the ongoing integration of
Ralcorp, which will play a key role in creating shareholder value. We reaffirm
our expected comparable EPS benefit of $0.05 in fiscal 2013 results and $0.25
in fiscal 2014 results, and are very excited about our earnings potential over
the next few years. This is a great time to be a part of ConAgra Foods.”

                            Consumer Foods Segment

    Branded and non-branded food sold in retail and foodservice channels.

The Consumer Foods segment posted sales of $2,303 million and operating profit
of $284 million for the third quarter, as reported. Sales increased 7%,
reflecting 7% contribution from acquisitions, 3% favorable price/mix, and a 3%
organic volume decline. Sequentially, organic volume improved.

  *Brands posting sales growth for the quarter include Hebrew National,
    Hunt’s, Lightlife, Marie Callender’s, PAM, Peter Pan, Rosarita, Ro*Tel,
    Slim Jim, Swiss Miss, Wesson, and others.
  *More brand details can be found in the Q&A document accompanying this
    release.
  *The company has lapped most of the significant pricing taken last fiscal
    year in response to severe inflation; primarily for this reason, the
    company expects continued sequential improvement for organic volumes in
    the fourth fiscal quarter.

Operating profit of $284 million declined from $331 million in the year-ago
period, as reported. After adjusting for $5 million of net expense in the
current period, and $51 million of net benefit in the year-ago period, from
items impacting comparability, current-quarter operating profit of $289
million increased 3% over $280 million in the year-ago period. Marketing
investment for the base business (excluding recently completed acquisitions)
increased approximately 33%, reflecting the company’s planned commitment to
building long-term brand strength and the flexibility afforded by improved
margins. Operating profit growth reflects a combination of favorable price/mix
and other margin management initiatives, a more favorable input cost
environment, and contribution from acquisitions.

                           Commercial Foods Segment

Specialty potato, seasonings, blends, flavors, and milled grain products sold
              to foodservice and commercial channels worldwide.

Sales for the Commercial Foods  segment were $1,256 million, 1% above year-ago
period amounts. Segment operating profit was $167 million, 11% above year-ago
period amounts as reported. After adjusting for $10 million of net expense
from items impacting comparability, comparable year-over-year profit growth
was 18%. The milling operations posted a strong profit increase due to
favorable market conditions, good volumes, mix improvement, and excellent
productivity. To a lesser extent, Lamb Weston potato operations also
contributed to segment profit growth, as the benefit of price/mix more than
offset the impact of a volume decline primarily resulting from softness in key
Asian markets.

Ralcorp Acquisition – less than 1 month of contribution

Ralcorp businesses contributed a total of $292 million in sales and $5 million
of operating profit in the fiscal third quarter as reported. After adjusting
for $17 million of net expense from items impacting comparability, operating
profit was $22 million. The company currently reports Ralcorp results within
two new segments: Ralcorp Food Group and Ralcorp Frozen Bakery Products,
listed as such in the segment detail later in this document.

The company continues to expect accretion from the Ralcorp acquisition to be
approximately $0.05 per diluted share this fiscal year, excluding items
impacting comparability.

Hedging Activities – This language primarily relates to operations other than
the company’s milling operations.

Hedge gains and losses are aggregated, and net amounts are reclassified from
unallocated Corporate expense to the operating segments when the underlying
commodity or foreign currency being hedged is expensed in segment cost of
goods sold. The net of these activities resulted in $27 million of unfavorable
impact in the current quarter, and $22 million of favorable impact in the
year-ago period. The company identifies these amounts as items impacting
comparability.

Other Items

  *Unallocated Corporate expense was $196 million in the current quarter and
    $51 million in the year-ago period. Current-quarter amounts include $27
    million of unfavorable hedge-related impact and $85 million of other
    expenses from items impacting comparability, while year-ago period amounts
    include $22 million of favorable hedge-related benefit and $12 million of
    net expense from historical legal and insurance matters. Excluding these
    amounts, unallocated Corporate expense was $84 million for the current
    quarter and $61 million in the year-ago period. The increase largely
    reflects higher incentives, but also reflects the addition of Ralcorp
    corporate expense.
  *Equity method investment earnings were $12 million for the current quarter
    and $13 million in the year-ago period.
  *Net interest expense was $71 million in the current quarter and $50
    million in the year-ago period; the increase reflects the incremental
    interest related to the debt incurred to fund acquisitions, notably
    Ralcorp.
  *The company expects the effective tax rate for the full fiscal year 2013
    for its existing operations to be approximately 34%, excluding items
    impacting comparability.

Capital Items

  *The company closed the Ralcorp acquisition on January 29, 2013, for $90
    per share in cash. Related to the financing of the acquisition and the
    refinancing of certain Ralcorp debt (some of which was completed after
    quarter-end), the company utilized approximately: $6.2 billion of debt,
    $270 million of net proceeds from an equity issuance, and $1 billion from
    a combination of cash and commercial paper.
  *Dividends for the current quarter totaled $101 million versus $99 million
    in the year-ago period.
  *The company repurchased approximately 37,000 shares of common stock during
    the quarter for approximately $1 million.
  *The board of directors of ConAgra Foods, Inc., approved a dividend payment
    of $0.25 per common share to be paid on May 31, 2013, to stockholders of
    record at the close of business on April 30, 2013.
  *For the current quarter, capital expenditures for property, plant and
    equipment were $109 million, compared with $79 million in the year-ago
    period; $13 million of the increase relates to Ralcorp. Depreciation and
    amortization expense was approximately $113 million for the fiscal third
    quarter; this compares with a total of $91 million in the year-ago period.
    $17 million of the increase in depreciation and amortization relates to
    Ralcorp.
  *Subsequent to quarter-end, the company announced that it plans to
    contribute its flour milling operations (currently reported within the
    Commercial Foods segment results) into a joint venture with Cargill and
    CHS. ConAgra Foods and Cargill will each own 44% of the joint venture, and
    CHS will own 12% of the joint venture. The owners intend to receive cash
    distributions from the joint venture at closing, which is expected to
    occur late in calendar 2013. For details on the announcement, please refer
    to company news and SEC filings dated March 5, 2013.

Fiscal 2013 EPS Outlook

Based on the strong performance to date and the expected contribution from
Ralcorp, the company reaffirms expectations for fiscal 2013 diluted EPS to be
approximately $2.15, adjusted for items impacting comparability; this
represents approximately 17% year-over-year growth.

Major Items Impacting Third-quarter Fiscal 2013 EPS Comparability

Included in the $0.29 diluted EPS from continuing operations for the third
quarter of fiscal 2013 (EPS amounts rounded and after tax):

  *Approximately $0.16 per diluted share of net expense, or $103 million
    pretax, resulting from acquisition, acquisition-related restructuring, and
    integration costs. $81 million is within unallocated Corporate expense
    (all of which is in Selling, General, and Administrative expense, “SG&A”),
    $17 million is within the Ralcorp results ($14 million within the Ralcorp
    Food Group and $3 million within Ralcorp Frozen Bakery Products, all of
    which is in Cost of Goods Sold, “COGS”) and $5 million is within Consumer
    Foods ($2 million in COGS, $3 million in SG&A).
  *Approximately $0.04 per diluted share of net expense, or $27 million
    pretax, related to the mark-to-market impact of derivatives used to hedge
    input costs, temporarily classified in unallocated Corporate expense.
    Hedge gains and losses are aggregated, and net amounts are reclassified
    from unallocated Corporate expense to the operating segments when the
    underlying commodity or foreign currency being hedged is expensed in
    segment cost of goods sold.
  *Approximately $0.03 per diluted share of net expense related to unusual
    tax matters resulting from acquisition costs.
  *Approximately $0.02 per diluted share of net expense, or $10 million
    pretax, related to impairment charges for assets within the Commercial
    Foods segment.
  *Approximately $0.01 per diluted share of net expense, or $5 million
    pretax, related to historical legal and environmental matters, classified
    within unallocated Corporate expense.

Included in the $0.67 diluted EPS from continuing operations for the third
quarter of fiscal 2012 (EPS amounts rounded and after tax):

  *Approximately $0.14 per diluted share of net benefit, or $59 million,
    related to a gain on the company’s increased investment in Agro Tech
    Foods, Ltd. This gain is not subject to taxes. This gain is classified as
    a reduction of Selling, General, and Administrative expense (SG&A) within
    the Consumer Foods segment.
  *Approximately $0.03 per diluted share of net gain, or $22 million pretax,
    related to the mark-to-market impact of derivatives used to hedge input
    costs, temporarily classified in unallocated Corporate expense. Hedge
    gains and losses are aggregated, and net amounts are reclassified from
    unallocated Corporate expense to the operating segments when the
    underlying commodity or foreign currency being hedged is expensed in
    segment cost of goods sold.
  *Approximately $0.03 per diluted share of net expense, or $12 million
    pretax, related to adjustments to historical legal and insurance matters.
    The majority of these costs are not tax deductible. This is classified as
    unallocated Corporate expense.
  *Approximately $0.01 per diluted share of net expense, or $8 million
    pretax, related to restructuring activities designed to improve
    efficiencies in the Consumer Foods segment ($5 million classified within
    COGS, $3 million classified within SG&A).
  *$0.01 per diluted share of impact due to rounding.

Discussion of Results

ConAgra Foods will host a conference call at 9:30 a.m. EDT today to discuss
the results. Following the company’s remarks, the call will include a
question-and-answer session with the investment community. Domestic and
international participants may access the conference call toll-free by dialing
1-877-741-4240 and 1-719-325-4781, respectively. No confirmation or pass code
is needed. This conference call also can be accessed live on the Internet at
http://investor.conagrafoods.com.

A rebroadcast of the conference call will be available after 1 p.m. EDT today.
To access the digital replay, a pass code number will be required. Domestic
participants should dial 1-888-203-1112, and international participants should
dial 1-719-457-0820 and enter pass code 8794677. A rebroadcast also will be
available on the company’s website.

In addition, the company has posted a question-and-answer supplement relating
to this release at http://investor.conagrafoods.com. To view recent company
news, please visit http://media.conagrafoods.com.

ConAgra Foods, Inc., (NYSE: CAG) is one of North America's largest packaged
food companies. Its balanced portfolio includes consumer brands found in 97
percent of America’s households, the largest private brand packaged food
business in North America, and a strong commercial and foodservice business.
Consumers can find recognized brands such as Banquet®, Chef Boyardee®, Egg
Beaters®, Healthy Choice®, Hebrew National®, Hunt's®, Marie Callender's®,
Orville Redenbacher's®, PAM®, Peter Pan®, Reddi-wip®, Slim Jim®, Snack Pack®
and many other ConAgra Foods brands, along with food sold by ConAgra Foods
under private brand labels, in grocery, convenience, mass merchandise, club
stores and drugstores. ConAgra Foods also has a strong commercial foods
presence, supplying frozen potato and sweet potato products as well as other
vegetable, spice, bakery and grain products to a variety of well-known
restaurants, foodservice operators and commercial customers. ConAgra Foods
operates ReadySetEat.com, an interactive recipe website that provides
consumers with Easy Dinner Recipes and more. For more information, please
visit us at www.conagrafoods.com.

Note on Forward-looking Statements

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on management’s current expectations and are subject to
uncertainty and changes in circumstances. These risks and uncertainties
include, among other things: ConAgra Foods’ ability to realize the synergies
and benefits contemplated by the acquisition of Ralcorp and its ability to
promptly and effectively integrate the business of Ralcorp; ConAgra Foods’
ability to consummate, and the timing to consummate, a potential joint venture
combining the flour milling businesses of ConAgra Foods, Cargill and CHS;
ConAgra Foods’ ability to realize the synergies and benefits contemplated by
the potential joint venture among ConAgra Foods, Cargill and CHS; the ability
and timing to obtain required regulatory approvals and satisfy other closing
conditions related to the potential joint venture; expectations about future
business plans, prospective performance and opportunities, regulatory
approvals and the expected timing of the completion of the joint venture;
availability and prices of raw materials, including any negative effects
caused by inflation or adverse weather conditions; the effectiveness of
ConAgra Foods’ product pricing, including any pricing actions and promotional
changes; future economic circumstances; industry conditions; ConAgra Foods’
ability to execute its operating and restructuring plans; the success of
ConAgra Foods’ innovation, marketing, including increased marketing
investments, and cost-saving initiatives; the competitive environment and
related market conditions; operating efficiencies; the ultimate impact of any
ConAgra Foods’ product recalls; access to capital; ConAgra Foods’ success in
efficiently and effectively integrating its acquisitions; actions of
governments and regulatory factors affecting ConAgra Foods’ businesses,
including the Patient Protection and Affordable Care Act; the amount and
timing of repurchases of ConAgra Foods’ common stock, if any; and other risks
described in ConAgra Foods’ reports filed with the Securities and Exchange
Commission, including its most recent annual report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K. Investors and security holders are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date they are made. ConAgra Foods disclaims any
obligation to update or revise statements contained in this press release to
reflect future events or circumstances or otherwise.

Regulation G Disclosure

Below is a reconciliation of Q3 FY13 and Q3 FY12 diluted earnings per share
from continuing operations, Consumer Foods segment operating profit, and
Commercial Foods segment operating profit, adjusted for items impacting
comparability. Amounts may be impacted by rounding.


Q3 FY13 & Q3 FY12 Diluted EPS from Continuing Operations
                                                               
                                            Q3 FY13     Q3 FY12       % change
Diluted EPS from continuing operations      $  0.29     $ 0.67
Items impacting comparability:
Acquisition expenses, including                0.16       -
restructuring, and integration costs
Net expense (benefit) related to
unallocated mark-to-market impact of           0.04       (0.03 )
derivatives
Net expense related to unusual tax
matters resulting from acquisition             0.03       -
costs
Net expense related to impairment
charges for assets within the                  0.02       -
Commercial Foods segment
Net expense related to historical
legal, insurance, and environmental            0.01       0.03
matters
Benefit related to acquisition of
majority interest in Agro Tech Foods,          -          (0.14 )
Ltd.
Net expense related to restructuring           -          0.01
charges
Rounding                                      -         (0.01 )     
Diluted EPS adjusted for items              $  0.55     $ 0.53       4%
impacting comparability
                                                                      
                                                                      
Consumer Foods Segment Operating Profit Reconciliation
                                                                      
(Dollars in millions)                       Q3 FY13     Q3 FY12       % change
Consumer Foods Segment Operating Profit     $  284      $ 331
Acquisition expenses, including                5          -
restructuring, and integration costs
Net expense related to restructuring           -          8
charges
Benefit related to acquisition of
majority interest in Agro Tech Foods,         -         (59   )     
Ltd.
Consumer Foods Segment Adjusted             $  289      $ 280        3%
Operating Profit
                                                                      
                                                                      
Commercial Foods Segment Operating Profit Reconciliation
                                                                      
(Dollars in millions)                       Q3 FY13     Q3 FY12       % change
Commercial Foods Segment Operating          $  167      $ 150         11%
Profit
Net expense related to impairment
charges for assets within the                 10        -          
Commercial Foods segment
Commercial Foods Segment Adjusted           $  177      $ 150        18%
Operating Profit
                                                                      

Regulation G Disclosure (cont.)

Below is a reconciliation of Q3 FY13 Ralcorp Food Group segment operating
profit, Ralcorp Frozen Bakery Products segment operating profit, Ralcorp
(Ralcorp Food Group and Ralcorp Frozen Bakery Products segments combined)
segment operating profit, and FY13 (forecasted) and FY12 diluted EPS from
continuing operations, adjusted for items impacting comparability. Amounts may
be impacted by rounding.


Ralcorp Food Group Segment Operating Profit                      
Reconciliation
                                     
(Dollars in millions)                   Q3 FY13
Ralcorp Food Group Segment              $    4
Operating Profit
Acquisition-related expenses,               14
including restructuring
Ralcorp Food Group Segment Adjusted     $    18
Operating Profit
                                                                      
                                                                      
Ralcorp Frozen Bakery Products Segment Operating
Profit Reconciliation
                                                                      
(Dollars in millions)                   Q3 FY13
Ralcorp Frozen Bakery Products          $    1
Segment Operating Profit
Acquisition-related expenses,               3
including restructuring
Ralcorp Frozen Bakery Products          $    4
Segment Adjusted Operating Profit
                                                                      
                                                                      
Ralcorp Segments Adjusted Operating Profit
Reconciliation
                                                                      
(Dollars in millions)                   Q3 FY13
Ralcorp Segments Operating Profit       $    5
Acquisition-related expenses,               17
including restructuring
Ralcorp Segments Adjusted Operating     $    22
Profit
                                                                      
                                                                      
FY12 Diluted EPS from Continuing Operations
                                                                      
                                        Total FY13     Total FY12     % change
Diluted EPS from continuing             *              $  1.12
operations
Items impacting comparability:
Expense related to adoption of new                       0.60
methodology for pension accounting
Expense related to unallocated
mark-to-market impact of                                  0.14
derivatives
Expense related to restructuring                          0.09
charges
Net expense related to historical       *                 0.03
legal and insurance matters
Expense related to transaction                            0.01
costs of acquisitions
Benefit related to acquisition of
majority interest in Agro Tech                            (0.14 )
Foods, Ltd.
Rounding                                                (0.01 )     
Diluted EPS adjusted for items          $    2.15      $  1.84       17%
impacting comparability

*EPS guidance is based on diluted EPS, adjusted for items impacting
comparability. The inability to predict the timing and amount of future items
impacting comparability makes a detailed reconciliation of projections for
Regulation G purposes impracticable.



ConAgra Foods, Inc.
Segment Operating Results
(in millions)
(unaudited)
                          THIRD QUARTER
                                                                 
                            13 Weeks Ended        13 Weeks Ended
                            February 24, 2013     February 26,        Percent
                                                  2012                Change
SALES
Consumer Foods              $    2,303.2          $   2,157.2         6.8%
Commercial Foods                 1,255.5              1,238.8         1.3%
Ralcorp Frozen Bakery            79.3                 -              N/A
Products
Ralcorp Food Group              212.5              -             N/A
Total                           3,850.5            3,396.0        13.4%
                                                                      
OPERATING PROFIT
Consumer Foods              $    284.4            $   331.3           (14.2)%
Commercial Foods                 166.6                150.0           11.1%
Ralcorp Frozen Bakery            1.4                  -              N/A
Products
Ralcorp Food Group              3.6                -             N/A
Total operating profit           456.0                481.3           (5.3)%
for segments
                                                                      
Reconciliation of total
operating profit to
income from continuing
operations before
income taxes and equity
method investment
earnings
Items excluded from
segment operating
profit:
General corporate                (196.0    )          (51.4    )      281.3%
expense
Interest expense, net           (70.6     )         (49.7    )      42.1%
Income from continuing
operations before
income taxes and equity     $    189.4           $   380.2          (50.2)%
method investment
earnings
                                                                      

Segment operating profit excludes general corporate expense, equity method
investment earnings, 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.


ConAgra Foods, Inc.
Segment Operating Results
(in millions)
(unaudited)
                         THIRD QUARTER
                                                                  
                           39 Weeks Ended        39 Weeks Ended
                           February 24, 2013     February 26, 2012     Percent
                                                                       Change
SALES
Consumer Foods             $   6,768.9           $    6,227.1          8.7%
Commercial Foods               3,837.2                3,705.9          3.5%
Ralcorp Frozen Bakery          79.3                   -               N/A
Products
Ralcorp Food Group            212.5                -              N/A
Total                         10,897.9             9,933.0         9.7%
                                                                       
OPERATING PROFIT
Consumer Foods             $   805.7             $    783.8            2.8%
Commercial Foods               475.5                  408.3            16.5%
Ralcorp Frozen Bakery          1.4                    -               N/A
Products
Ralcorp Food Group            3.6                  -              N/A
Total operating profit         1,286.2                1,192.1          7.9%
for segments
                                                                       
Reconciliation of
total operating profit
to income from
continuing operations
before income taxes
and equity method
investment earnings
Items excluded from
segment operating
profit:
General corporate              (242.6     )           (257.7    )      (5.9)%
expense
Interest expense, net         (173.3     )          (153.2    )      13.1%
Income from continuing
operations before
income taxes and           $   870.3            $    781.2           11.4%
equity method
investment earnings
                                                                       

Segment operating profit excludes general corporate expense, equity method
investment earnings, 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.


ConAgra Foods, Inc.
Consolidated Statements of Earnings
(in millions, except per share amounts)
(unaudited)                 THIRD QUARTER
                              13 Weeks Ended    13 Weeks Ended   
                              February 24,        February 26,        Percent
                              2013                2012                Change
Net sales                     $    3,850.5        $    3,396.0        13.4%
Costs and expenses:
Cost of goods sold                 2,976.5             2,609.4        14.1%
                                                                      
Selling, general and               614.0               356.7          72.1%
administrative expenses
Interest expense, net             70.6               49.7           42.1%
Income from continuing
operations before income           189.4               380.2          (50.2)%
taxes and equity method
investment earnings
Income tax expense                 78.0                112.1          (30.4)%
Equity method investment          12.0               12.6           (4.8)%
earnings
Income from continuing             123.4               280.7          (56.0)%
operations
                                                                      
Income from discontinued          -                 -             --%
operations, net of tax
                                                                      
Net income                    $    123.4          $    280.7          (56.0)%
Less: Net income
attributable to                   3.4                0.6            466.7%
noncontrolling interests
Net income attributable       $    120.0          $    280.1          (57.2)%
to ConAgra Foods, Inc.
                                                                      
Earnings per share –
basic
                                                                      
Income from continuing        $    0.29           $    0.68           (57.4)%
operations
Income from discontinued          -                 -             --%
operations
Net income attributable       $    0.29           $    0.68           (57.4)%
to ConAgra Foods, Inc.
                                                                      
Weighted average shares           410.7              414.3          (0.9)%
outstanding
                                                                      
Earnings per share –
diluted
                                                                      
Income from continuing        $    0.29           $    0.67           (56.7)%
operations
Income from discontinued          -                 -             --%
operations
Net income attributable       $    0.29           $    0.67           (56.7)%
to ConAgra Foods, Inc.
                                                                      
Weighted average share
and share equivalents             417.8              420.0          (0.5)%
outstanding
                                                                      


ConAgra Foods, Inc.
Consolidated Statements of Earnings
(in millions, except per share amounts)
(unaudited)                 THIRD QUARTER
                              39 Weeks Ended    39 Weeks Ended  
                              February 24,        February 26,       Percent
                              2013                2012               Change
Net sales                     $    10,897.9       $    9,933.0       9.7%
Costs and expenses:
Cost of goods sold                 8,289.7             7,796.4       6.3%
Selling, general and               1,564.6             1,202.2       30.1%
administrative expenses
Interest expense, net             173.3              153.2         13.1%
Income from continuing
operations before income           870.3               781.2         11.4%
taxes and equity method
investment earnings
Income tax expense                 310.6               253.7         22.4%
Equity method investment          32.4               30.3          6.9%
earnings
Income from continuing             592.1               557.8         6.1%
operations
                                                                     
Income from discontinued          -                 0.1           (100.0)%
operations, net of tax
                                                                     
Net income                    $    592.1          $    557.9         6.1%
Less: Net income
attributable to                   10.4               3.8           173.7%
noncontrolling interests
Net income attributable       $    581.7          $    554.1         5.0%
to ConAgra Foods, Inc.
                                                                     
Earnings per share –
basic
                                                                     
Income from continuing        $    1.42           $    1.34          6.0%
operations
Income from discontinued          -                 -            --%
operations
Net income attributable       $    1.42           $    1.34          6.0%
to ConAgra Foods, Inc.
                                                                     
Weighted average shares           408.4              413.6         (1.3)%
outstanding
                                                                     
Earnings per share –
diluted
                                                                     
Income from continuing        $    1.40           $    1.32          6.1%
operations
Income from discontinued          -                 -            --%
operations
Net income attributable       $    1.40           $    1.32          6.1%
to ConAgra Foods, Inc.
                                                                     
Weighted average share
and share equivalents             414.5              419.1         (1.1)%
outstanding
                                                                     


ConAgra Foods, Inc.
Consolidated Balance Sheets
(in millions)
(unaudited)
                                        February 24, 2013   May 27, 2012
ASSETS
Current assets
Cash and cash equivalents                 $   723.8             $  103.0
Receivables, less allowance for               1,219.3              924.8
doubtful accounts of $7.6 and $5.9
Inventories                                   2,648.3              1,869.6
Prepaid expenses and other current           554.6            321.4     
assets
Total current assets                          5,146.0             3,218.8   
                                                                
Property, plant and equipment, net            3,807.2              2,741.9
Goodwill                                      8,369.3              4,015.4
Brands, trademarks and other                  3,475.3              1,191.5
intangibles, net
Other assets                                 309.7            274.3     
                                          $   21,107.5       $  11,441.9  
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable                             $   1.1               $  40.0
Current installments of long-term             719.7                38.1
debt
Accounts payable                              1,501.7              1,190.3
Accrued payroll                               265.4                177.2
Other accrued liabilities                    934.6            779.6     
Total current liabilities                     3,422.5              2,225.2
                                                                
Senior long-term debt, excluding              9,649.4              2,662.7
current installments
Subordinated debt                             195.9                195.9
Other noncurrent liabilities                  2,715.9              1,822.1
Total stockholders' equity                   5,123.8          4,536.0   
                                          $   21,107.5       $  11,441.9  
                                                                             


ConAgra Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
                                               Thirty-nine weeks ended
                                                 February 24,   February 26,
                                                 2013             2012
Cash flows from operating activities:
Net income                                       $ 592.1          $  557.9
Income from discontinued operations               —              0.1     
Income from continuing operations                  592.1             557.8
Adjustments to reconcile income from
continuing operations to net cash flows from
operating activities:
Depreciation and amortization                      299.2             277.1
Asset impairment charges                           19.8              7.9
Gain on acquisition of controlling interest        —                (58.7   )
in Agro Tech Foods Ltd.
Earnings of affiliates in excess of                (11.8    )        (11.0   )
distributions
Share-based payments expense                       52.8              35.2
Contributions to pension plans                     (14.7    )        (77.0   )
Pension expense                                    16.5              18.6
Other items                                        (37.6    )        (1.7    )
Change in operating assets and liabilities
excluding effects of business acquisitions
and dispositions:
Accounts receivable                                (12.9    )        (54.6   )
Inventory                                          (234.9   )        (170.5  )
Deferred income taxes and income taxes             68.6              91.9
payable, net
Prepaid expenses and other current assets          (32.7    )        (7.9    )
Accounts payable                                   43.9              98.0
Accrued payroll                                    88.1              46.9
Other accrued liabilities                         (54.7    )       24.5    
Net cash flows from operating activities —         781.7             776.5
continuing operations
Net cash flows from operating activities —        —              2.9     
discontinued operations
Net cash flows from operating activities          781.7           779.4   
Cash flows from investing activities:
Additions to property, plant and equipment         (289.1   )        (239.1  )
Sale of property, plant and equipment              7.6               7.5
Purchase of businesses, net of cash acquired       (5,017.7 )        (306.6  )
Purchase of intangible assets                      —                (62.5   )
Other                                             (1.8     )       —      
Net cash flows from investing activities          (5,301.0 )       (600.7  )
Cash flows from financing activities:
Net short-term borrowings                          (38.9    )        3.0
Issuance of long-term debt                         6,217.7           —
Debt issuance costs                                (56.6    )        —
Repayment of long-term debt                        (911.8   )        (355.6  )
Issuance of ConAgra Foods, Inc. common             269.3             —
shares
Repurchase of ConAgra Foods, Inc. common           (245.0   )        (100.2  )
shares
Cash dividends paid                                (296.6   )        (288.8  )
Exercise of stock options and issuance of          197.2             199.3
other stock awards
Other items                                       2.2             1.0     
Net cash flows from financing activities          5,137.5         (541.3  )
Effect of exchange rate changes on cash and        2.6               (5.6    )
cash equivalents
Net change in cash and cash equivalents            620.8             (368.2  )
Cash and cash equivalents at beginning of         103.0           972.4   
period
Cash and cash equivalents at end of period       $ 723.8         $  604.2   

Contact:

ConAgra Foods, Inc.
Media:
Teresa Paulsen, 402-240-5210
Vice President, Communication & External Relations
or
Analysts:
Chris Klinefelter, 402-240-4154
Vice President, Investor Relations
www.conagrafoods.com