Teresa Paulsen                MEDIA

Vice President,

Communication & External Relations

ConAgra Foods, Inc.

tel: 402-240-5210

Chris Klinefelter            ANALYSTS

Vice President, Investor Relations

ConAgra Foods, Inc.

tel: 402-240-4154

www.conagrafoods.com

Due to adopting accounting changes for pensions, fiscal 2012 fourth-quarter diluted loss per share from continuing operations was $(0.21) as reported; adjusted for items impacting comparability, diluted EPS from continuing operations grew 9% to $0.51.

Consumer Foods posted a year-over-year comparable operating profit increase for the quarter, a significant turning point. Segment sales grew 6%, reflecting 6% favorable price/mix, 6% contribution from acquisitions, and a 5% organic volume decline. Foreign exchange weighed on sales growth by approximately 1%.

Commercial Foods’ sales grew 7%, and operating profit grew 7% for the quarter, primarily on the strength of the Lamb Weston potato operations.

The company completed the acquisitions of Del Monte Canada, Odom’s Tennessee Pride, and Kangaroo Brands’ pita chip operations during the quarter.

Accounting Changes Related to Pensions:

The company voluntarily adopted a new method for pension accounting during the quarter. This resulted in a year-end mark-to-market charge of $0.60 per diluted share, which is treated as an item impacting comparability.

Other aspects of these accounting changes, including the removal of pension-related amortization expense, added to EPS results in current and prior periods, as reported and on a comparable basis (thus changing the earnings base). These changes added $0.02 per diluted share to fiscal 2012 fourth quarter results. These changes did not materially impact fiscal 2011 fourth quarter EPS results.

Tables with revised historical amounts for fiscal 2011 and fiscal 2012, as reported and on a comparable basis, are provided with further commentary on these matters in the question-and-answer document associated with this release.

In fiscal 2013, the company expects year-over-year EPS growth of 6-8%, adjusted for items impacting comparability, and operating cash flow in excess of $1.2 billion.

Brands posting sales growth for the quarter include Act II, Chef Boyardee, DAVID, Healthy Choice, Lightlife, Manwich, Marie Callender’s, Peter Pan, Slim Jim, Wesson, and others.

More brand details can be found in the Q&A document accompanying this release.

Fiscal fourth-quarter sales for this segment include contributions from the recently acquired National Pretzel Company, Del Monte Canada, Odom’s Tennessee Pride, and pita chip operations of Kangaroo Brands. Fiscal fourth-quarter sales also include amounts for Agro Tech Foods, Ltd., of India, in which the company recently increased its ownership to a majority interest and which the company now consolidates for financial statement reporting purposes.

Unallocated Corporate expense was $513 million for the quarter and $64 million in the year-ago period. Current-quarter amounts include $449 million of net expense from items impacting comparability, including $397 million related to pension accounting changes and $53 million related to hedge loss. Year-ago period amounts include $3 million of net expense from items impacting comparability (revised due to pension accounting changes). After adjusting for items impacting comparability, current-quarter expense was $64 million compared with $61 million a year ago.

Equity method investment earnings were $15 million for the fiscal fourth quarter, up from $9 million in the year-ago period. The increase was driven by improved results for Lamb Weston potato operations’ joint ventures, which play an important role in Lamb Weston’s global reach.

Net interest expense was $51 million in the current quarter, compared with $55 million in the year-ago period.

After adjusting for items impacting comparability, the effective tax rate for the fiscal fourth quarter and the full fiscal year was in line with the company’s expectations.

As previously disclosed, the company completed the acquisition of Del Monte Canada for a purchase price of $186 million in cash during the quarter. Annual sales for that operation are approximately $150 million. During the quarter, the company also purchased:

Odom’s Tennessee Pride, a producer of frozen breakfast sandwiches and sausage with annual revenues of approximately $190 million; the purchase price was $95 million in an all-cash transaction.

Kangaroo Brands’ private label pita chip business, which has annual revenues of approximately $20 million; the purchase price was $48 million in an all-cash transaction.

Dividends for the current quarter totaled $100 million versus $98 million in the year-ago period; the increase reflects a higher dividend rate partially offset by fewer shares outstanding.

The company repurchased approximately 9.5 million of its shares of common stock during the quarter for approximately $250 million; the company has approximately $525 million remaining on its outstanding share repurchase authorizations.

The company contributed approximately $250 million to its pension plans during the quarter.

For the current quarter, capital expenditures from continuing operations for property, plant and equipment were $98 million, compared with $119 million in the year-ago period. Depreciation and amortization expense from continuing operations was approximately $95 million for the quarter; this compares with a total of $97 million in the year-ago period.

Approximately $0.60 per diluted share of net expense, or $397 million pretax, resulting from the pension accounting changes discussed in this release and the associated Q&A. This entire amount is classified as unallocated Corporate expense.

Approximately $0.08 per diluted share of net expense, or $53 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. This will later be reclassified to the operating segments when underlying hedged items are expensed in segment COGS.

Approximately $0.02 per diluted share of net expense, or $13 million pretax, related to restructuring charges primarily in the Consumer Foods segment ($6 million COGS and $6 million selling, general, and administrative expense, or SG&A).

Approximately $0.01 per diluted share of net expense, or $6 million pretax, resulting from acquisition and related costs, which is classified primarily within the Consumer Foods segment ($2 million COGS, $4 million SG&A).

Unallocated corporate expense includes $12 million of benefit from historical insurance matters ($7 million of benefit after tax, or $0.02 per diluted share) and $10 million of net expense related to historical legal matters, which is not tax-deductible ($10 million of expense after tax, or $0.02 per diluted share).

Approximately $0.16 per diluted share of gain, or $105 million pretax, resulting from an insurance settlement. This is classified as a reduction of selling, general, and administrative (SG&A) expense within the Consumer Foods segment.

Restructuring charges of approximately $0.02 per share, or $11 million pretax, classified as $9 million of COGS and $2 million of SG&A within the Consumer Foods segment. These charges relate to the company’s decision to move manufacturing activities for efficiency purposes, as well as other plans to optimize manufacturing and distribution networks.

Approximately $0.02 per diluted share of net expense, or $10 million pretax, as a result of the pension accounting changes discussed in this release and the associated Q&A document. This entire amount is classified as unallocated Corporate expense, SG&A.

Approximately $0.01 per diluted share of net benefit, or $7 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. These amounts will later be reclassified to the operating segments when underlying hedged items are expensed in COGS.

Diluted EPS from continuing operations

Items impacting comparability:

Expense related to adoption of new methodology for pension accounting

Net expense (benefit) related to unallocated mark-to-market impact of derivatives

Expense related to restructuring charges

Expense related to transaction costs of acquisitions

Net benefit related to historical legal and insurance matters

Rounding

Diluted EPS adjusted for items impacting comparability

Consumer Foods Segment Operating Profit

Expense related to restructuring charges

Expense related to transaction costs of acquisitions

Net benefit related to receipt of insurance proceeds from Garner, N.C., accident

Consumer Foods Segment Adjusted Operating Profit

Diluted EPS from continuing operations

Items impacting comparability:

Expense related to adoption of new methodology for pension accounting

Expense related to unallocated mark-to-market impact of derivatives

Expense related to restructuring charges

Net expense related to historical legal and insurance matters

Expense related to transaction costs of acquisitions

Benefit related to acquisition of majority interest in Agro Tech Foods, Ltd.

Rounding

Diluted EPS adjusted for items impacting comparability

SALES

Consumer Foods

Commercial Foods

Total

OPERATING PROFIT

Consumer Foods

Commercial Foods

Total operating profit 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 expense

Interest expense, net

Income (loss) from continuing operations before income taxes and equity method investment earnings

SALES

Consumer Foods

Commercial Foods

Total

OPERATING PROFIT

Consumer Foods

Commercial Foods

Total operating profit 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 expense

Interest expense, net

Income from continuing operations before income taxes and equity method investment earnings

Net sales

Costs and expenses:

Cost of goods sold

Selling, general and administrative expenses

Interest expense, net

Income (loss) from continuing operations before income taxes and equity method investment earnings

Income tax expense (benefit)

Equity method investment earnings

Income (loss) from continuing operations

Loss from discontinued operations, net of tax

Net income (loss)

Less: Net income attributable to noncontrolling interests

Net income (loss) attributable to ConAgra Foods, Inc.

Earnings per share – basic

Income (loss) from continuing operations

Loss from discontinued operations

Net income (loss) attributable to ConAgra Foods, Inc.

Weighted average shares outstanding

Earnings per share – diluted

Income (loss) from continuing operations

Loss from discontinued operations

Net income (loss) attributable to ConAgra Foods, Inc.

Weighted average share and share equivalents outstanding

Net sales

Costs and expenses:

Cost of goods sold

Selling, general and administrative expenses

Interest expense, net

Income from continuing operations before income taxes and equity method investment earnings

Income tax expense

Equity method investment earnings

Income from continuing operations

Income (loss) from discontinued operations, net of tax

Net income

Less: Net income attributable to noncontrolling interests

Net income attributable to ConAgra Foods, Inc.

Earnings per share – basic

Income from continuing operations

Loss from discontinued operations

Net income attributable to ConAgra Foods, Inc.

Weighted average shares outstanding

Earnings per share – diluted

Income from continuing operations

Loss from discontinued operations

Net income attributable to ConAgra Foods, Inc.

Weighted average share and share equivalents

outstanding

ASSETS

Current assets

Cash and cash equivalents

Receivables, less allowance for doubtful accounts of $5.9 and $7.8

Inventories

Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net

Goodwill

Brands, trademarks and other intangibles, net

Other assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Notes Payable

Current installments of long-term debt

Accounts payable

Accrued payroll

Other accrued liabilities

Total current liabilities

Senior long-term debt, excluding current installments

Subordinated debt

Other noncurrent liabilities

Total stockholders’ equity

Cash flows from operating activities:

Net income

Income (loss) from discontinued operations

Income from continuing operations

Adjustments to reconcile income from continuing operations to net cash flows from operating activities:

Depreciation and amortization

Asset impairment charges

Gain on acquisition of controlling interest in Agro Tech Foods, Ltd.

Insurance recoveries recognized related to Garner accident

Receipts from insurance carriers related to Garner accident

Earnings of affiliates in excess of distributions

Proceeds from settlement of interest rate swaps

Pension expense

Contributions to pension plans

Share-based payments expense

Receipt of interest on payment-in-kind notes earned in prior years

Gain on collection of payment-in-kind note

Other items (including noncurrent deferred income taxes)

Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:

Accounts receivable

Inventory

Prepaid expenses and other current assets

Accounts payable

Accrued payroll

Other accrued liabilities

Net cash flows from operating activities – continuing operations

Net cash flows from operating activities – discontinued operations

Net cash flows from operating activities

Cash flows from investing activities:

Additions to property, plant and equipment

Sale of property, plant and equipment

Receipts from insurance carriers related to Garner accident

Purchase of businesses, net of cash acquired

Purchase of intangible assets

Purchase of secured loan

Proceeds from collection of payment-in-kind notes

Net cash flows from investing activities – continuing operations

Net cash flows from investing activities – discontinued operations

Net cash flows from investing activities

Cash flows from financing activities:

Net short-term borrowings

Repayment of long-term debt

Repurchase of ConAgra Foods common shares

Cash dividends paid

Exercise of stock options and issuance of other stock awards

Other items

Net cash flows from financing activities – continuing operations

Net cash flows from financing activities – discontinued operations

Net cash flows from financing activities

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period