ConAgra Foods, Inc. announced that it was amending its previously announced offers to exchange and consent solicitations with respect to any and all 4.950% Notes due August 15, 2020 issued by Ralcorp Holdings, Inc. for up to an aggregate principal amount of $300.0 million of new 4.950% Notes due August 15, 2020 issued by ConAgra Foods and any and all 6.625% Notes due August 15, 2039 issued by Ralcorp for up to an aggregate principal amount of $450.0 million of new 6.625% Notes due August 15, 2039 issued by ConAgra Foods. The amendments increase the cash portion of the Total Exchange Consideration from $2.50 to $5.00, with respect to the Existing Ralcorp 2020 Notes, and from $2.50 to $7.50, with respect to the Existing Ralcorp 2039 Notes. The Existing Ralcorp 2020 Notes and Existing Ralcorp 2039 Notes are referred to herein collectively as the ‘Existing Ralcorp Notes.'

The New ConAgra Foods 2020 Notes and New ConAgra Foods 2039 Notes are referred to herein collectively as the ‘New ConAgra Foods Notes'.