M&A Deal Analysis Inputs from Acquirer Pre-Announcement: Name of Acquirer Shares outstanding (in millions) Stock price

pre-announcement ($, per share) Inputs from Acquirer Pre-Announcement: Name of Target Shares outstanding (in millions) Stock price pre-announcement ($, per share) Inputs from M&A Transaction: Cash offered for each Target Share ($, per share) Amount of Acquirer stock offered in Fixed-Value offer ($, in millions) Exchange ratio (number of Acquirer Shares per Target Share) for stock portion of Fixed Shares offer Expected annual synergies from M&A deal ($, in millions) Weighted Average Cost of Capital (WACC, %) $ $ 50.00 Ralcorp Holdings Inc. 54.8 $ 83.33 ConAgra Foods Inc. 429.7 $ 24.75

2.020 250.0 5.09%

Inputs for Post-Market Reaction Analysis: ConAgra Foods Inc.'s share price post-announcement ($, per share) $ 25.51

Weighted Average Cost of Capital calculations Proportion of merged company owned 5.50% 79.52% 3.50% 20.48% 5.090%

WACC CAG RAH Weighted

Shareholder Value At Risk (SVAR) and Premium at Risk Calculations Structure of Deal: Cash Fixed-Value Stock Offer Fixed-Shares Stock Offer Prior-to-Deal Calculations: ConAgra Foods Inc.'s pre-announcement shares oustanding (in millions) ConAgra Foods Inc.'s pre-announcement stock price ($, per share) ConAgra Foods Inc.'s pre-announcement market capitalization ($, millions) Ralcorp Holdings Inc.'s pre-announcement shares oustanding (in millions) Ralcorp Holdings Inc.'s pre-announcement stock price ($, per share) Ralcorp Holdings Inc.'s pre-announcement market capitalization ($, millions) Post-Deal Calculations: Cash offered for each Ralcorp Holdings Inc. share Fixed-Value stock offered for each Ralcorp Holdings Inc. share ($, per share) Fixed-Shares stock offered for each Ralcorp Holdings Inc.share ($, per share) Total value offered in cash and stock for each Ralcorp Holdings Inc. share ($, per share) Total cash offered to Ralcorp Holdings Inc. shareholders ($, in millions) Total value of Fixed-Value stock offered to Ralcorp Holdings Inc. shareholders ($, in millions) Total value of Fixed-Shares stock offered to Ralcorp Holdings Inc. shareholders ($, in millions) Total value of cash and stock offered to Ralcorp Holdings Inc. shareholders Total premium offered for Ralcorp Holdings Inc. ($, in millions) Implied premium offered for Ralcorp Holdings Inc. shares (%) Percent of offer in cash (%) Percent of offer in Fixed-Value stock (%) Percent of offer in Fixed-Shares stock (%) Number of Fixed-Value shares issued to Ralcorp Holdings Inc. shareholders assuming no synergies (in millions) Number of Fixed-Shares shares issued to Ralcorp Holdings Inc. shareholders assuming no synergies (in millions) Number of shares ConAgra Foods Inc. shareholders originally owned (in millions) Total postmerger shares outstanding $ $ $ $ $ $ $ $ $ 50.00 50.00 100.00 2,738.45 2,738.5 5,476.9 913.0 20.0% 50.0% 0.0% 50.0% 110.6 429.7 540.3 429.7 24.75 10,635.1 54.8 83.33 4,563.9 YES NO YES

$ $

$ $

Percent of postmerger company owned by Ralcorp Holdings Inc. shareholders from Fixed-Value shares assuming price at closing date reflects no synergies (%) Percent of postmerger company owned by Ralcorp Holdings Inc. shareholders from Fixed-Share shares assuming price at closing date reflects no synergies (%) Percent of postmerger company owned by Ralcorp Holdings Inc. shareholders assuming price at closing date reflects no synergies Percent of postmerger company owned by ConAgra Foods Inc. shareholders assuming price at closing date reflects no synergies Share price of postmerger company assuming no synergies ($) $

0.0% 20.5% 20.5% 79.5% 23.06

Value of shares issued to Ralcorp Holdings Inc. shareholders as Fixed-Value shares assuming price at closing date reflects no synergies ($, in millions) Value of shares issued to Ralcorp Holdings Inc. shareholders as Fixed-Share shares assuming price at closing date reflects no synergies ($, in millions) Value of ConAgra Foods Inc. shares assuming price at closing date reflects no synergies ($, in millions) Total value of postmerger company assuming price at closing date reflects no synergies Post-deal return to Ralcorp Holdings Inc.'s shareholders assuming price at closing date reflects no synergies (%) Post-deal return to ConAgra Foods Inc.'s shareholders assuming price at closing date reflects no synergies (%) Ralcorp Holdings Inc.'s Premium At Risk (%) ConAgra Foods Inc.'s Hypothetical Shareholder Value At Risk (SVAR) assuming an all-cash deal (%) ConAgra Foods Inc.'s Actual Shareholder Value At Risk (SVAR, %)

$ $ $ $

2,551.5 9,909.0 12,460.5 15.9% -6.8% 20.5% 8.6% 6.8%

M&A Analysis Prior to Market Reaction Structure of Deal: Cash Fixed-Value Stock Offer Fixed-Shares Stock Offer Prior-to-Deal Calculations: ConAgra Foods Inc.'s pre-announcement shares oustanding (in millions) ConAgra Foods Inc.'s pre-announcement stock price ($, per share) ConAgra Foods Inc.'s pre-announcement market capitalization ($, millions) Ralcorp Holdings Inc.'s pre-announcement shares oustanding (in millions) Ralcorp Holdings Inc.'s pre-announcement stock price ($, per share) Ralcorp Holdings Inc.'s pre-announcement market capitalization ($, millions) Post-Deal Calculations: Cash offered for each Ralcorp Holdings Inc. share Fixed-Value stock offered for each Ralcorp Holdings Inc. share ($, per share) Fixed-Shares stock offered for each Ralcorp Holdings Inc.share ($, per share) Total value offered in cash and stock for each Ralcorp Holdings Inc. share ($, per share) Total cash offered to Ralcorp Holdings Inc. shareholders ($, in millions) Total value of Fixed-Value stock offered to Ralcorp Holdings Inc. shareholders ($, in millions) Total value of Fixed-Shares stock offered to Ralcorp Holdings Inc. shareholders ($, in millions) Total value of cash and stock offered to Ralcorp Holdings Inc. shareholders Total premium offered for Ralcorp Holdings Inc. ($, in millions) Implied premium offered for Ralcorp Holdings Inc. shares (%) Expected annual synergies from M&A deal ($, in millions) Present value of capitalized annual synergies starting next year ($, in millions) Number of Fixed-Value shares issued to Ralcorp Holdings Inc. shareholders (in millions) Number of Fixed-Share shares issued to Ralcorp Holdings Inc. shareholders (in millions) Number of shares ConAgra Foods Inc. shareholders originally owned (in millions) Total postmerger shares outstanding Percent of postmerger company owned by Ralcorp Holdings Inc. shareholders from Fixed-Value shares (%) Percent of postmerger company owned by Ralcorp Holdings Inc. shareholders from Fixed-Share shares (%) Percent of postmerger company owned by Ralcorp Holdings Inc. shareholders Percent of postmerger company owned by ConAgra Foods Inc. shareholders Share price of postmerger company ($, per share) Value of shares issued to Ralcorp Holdings Inc. shareholders as Fixed-Value shares ($, in millions) Value of shares issued to Ralcorp Holdings Inc. shareholders as Fixed-Share shares ($, in millions) Value of ConAgra Foods Inc. shares ($, in millions) Total value of postmerger company ($, in millions) Post-deal return to Ralcorp Holdings Inc.'s shareholders (%) Post-deal return to ConAgra Foods Inc.'s shareholders (%) $ $ $ $ $ $ $ $ $ $ $ $ $ $ 50.00 50.00 100.00 2,738.45 2,738.5 5,476.9 913.0 20.0% 250.0 4,911.1 110.6 429.7 540.3 0.0% 20.5% 20.5% 79.5% 32.15 3,557.1 13,814.5 17,371.7 37.9% 29.9% 429.7 24.75 10,635.1 54.8 83.33 4,563.9 YES NO YES

$ $

$ $

$ $

Post-Announcement Shareholder Value At Risk (SVAR) and Premium at Risk Calculations Structure of Deal: Cash Fixed-Value Stock Offer Fixed-Shares Stock Offer M&A Analysis Calcualtions: ConAgra Foods Inc.'s preannouncement shares outstanding (in millions) ConAgra Foods Inc.'s preannouncement stock price ($, per share) ConAgra Foods Inc.'s preannouncement market capitalization ($, millions) ConAgra Foods Inc.'s preannouncement shares outstanding (in millions) ConAgra Foods Inc.'s postannouncement stock price ($, per share) ConAgra Foods Inc.'s postannouncement market capitalization ($, millions) Postannouncement Market Value Change ($, in millions) Ralcorp Holdings Inc.'s preannouncement shares outstanding (in millions) Ralcorp Holdings Inc.'s preannouncement stock price ($, per share) Ralcorp Holdings Inc.'s preannouncement market capitalization ($, millions) Cash offered for each Ralcorp Holdings Inc. share Fixed-Value stock offered for each Ralcorp Holdings Inc. share ($, per share) Fixed-Shares stock offered for each Ralcorp Holdings Inc.share ($, per share) Total value offered in cash and stock for each Ralcorp Holdings Inc. share ($, per share) Total cash offered to Ralcorp Holdings Inc. shareholders ($, in millions) Total value of Fixed-Value stock offered to Ralcorp Holdings Inc. shareholders ($, in millions) Total value of Fixed-Shares stock offered to Ralcorp Holdings Inc. shareholders ($, in millions) Total value of cash and stock offered to Ralcorp Holdings Inc. shareholders Total premium offered for Ralcorp Holdings Inc. ($, in millions) Implied premium offered for Ralcorp Holdings Inc. shares (%) 429.7 24.75 10,635.08 429.7 25.51 10,961.6 (326.6) 54.8 83.33 4,563.9 50.00 50.00 100.00 2,738.45 2,738.5 5,476.9 913.0 20.0% YES NO YES

$ $

$ $ $

$ $ $ $ $ $ $ $ $ $ $

Synergy risk that remains for the continuing shareholders of ConAgra Foods Inc. or other investors who purchase ConAgra Foods Inc. shares at the current price ($, in millions) $ Number of Fixed-Value shares issued to Ralcorp Holdings Inc. shareholders (in millions) Number of Fixed-Share shares issued to Ralcorp Holdings Inc. shareholders (in millions) Number of shares ConAgra Foods Inc. shareholders originally owned (in millions) Total postmerger shares outstanding Percent of postmerger company owned by Ralcorp Holdings Inc. shareholders from Fixed-Value shares (%) Percent of postmerger company owned by Ralcorp Holdings Inc. shareholders from Fixed-Share shares (%) Percent of postmerger company owned by Ralcorp Holdings Inc. shareholders Percent of postmerger company owned by ConAgra Foods Inc. shareholders Share price of postmerger company ($, per share) Value of shares issued to Ralcorp Holdings Inc. shareholders as Fixed-Value shares ($, in millions) Value of shares issued to Ralcorp Holdings Inc. shareholders as Fixed-Share shares ($, in millions) Value of ConAgra Foods Inc. shares ($, in millions) Total value of postmerger company ($, in millions) Ralcorp Holdings Inc.'s Postannouncement Premium At Risk (%) $ $ $ $ $

1,239.6 110.6 429.7 540.3 0.0% 20.5% 20.5% 79.5% 25.51 2,822.5 10,961.6 13,784.2 27.8% 11.3% 9.0%

ConAgra Foods Inc.'s Hypothetical Postannouncement Shareholder Value At Risk (SVAR) assuming an all-cash deal (%) ConAgra Foods Inc.'s Actual Postannouncement Shareholder Value At Risk (SVAR, %)