8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (date of earliest event reported):
November 26, 2012

Ralcorp Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Missouri	1-12619	43-1766315
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

800 Market Street
St. Louis, Missouri 63101

(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code
(314) 877-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.     Results of Operations and Financial Condition.

In a press release dated November 27, 2012 a copy of which is attached hereto as Exhibit 99.1 and the text of which is incorporated by reference herein, Ralcorp Holdings, Inc. (“Ralcorp”) announced results for its fourth quarter ended September 30, 2012.

The information contained in Item 2.02 and the exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 8.01.     Other Events.

On November 27, 2012, Ralcorp and ConAgra Foods, Inc. (“ConAgra”) issued a joint press release announcing that that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 26, 2012, by and among Ralcorp, ConAgra and Phoenix Acquisition Sub Inc., a wholly owned subsidiary of ConAgra (“Merger Subsidiary”), pursuant to which, on the terms and subject to the conditions set forth in the merger agreement, Ralcorp will  merge with Merger Subsidiary, whereupon the separate existence of Merger Subsidiary will cease and Ralcorp will be the surviving corporation and a wholly owned subsidiary of ConAgra.  A copy of the joint press release is attached as Exhibit 99.2 hereto and is incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Information

This document and the exhibits hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “would,” “expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may,” or similar expressions elsewhere in this document.  All forward-looking statements are subject to a number of important factors, risks, uncertainties, and assumptions that could cause actual results to differ materially from those described in any forward-looking statements, including but not limited to the ability of the parties to consummate the proposed merger and the satisfaction of the conditions precedent to consummation of the proposed merger.  These factors and risks include, but are not limited to, the strategic opportunity and perceived value to Ralcorp’s shareholders of the proposed merger, general economic conditions, accuracy of certain accounting assumptions, changes in actual or forecasted cash flows, competitive pressures, future sales volume, significant increases in the costs of certain commodities, timely implementation of price increases, successful execution of cost saving strategies, changes in tax laws, integration risks associated with recent acquisitions, changes in weighted average shares for diluted EPS, increases in transportation costs, and other financial, operational, and legal risks and uncertainties detailed from time to time in Ralcorp’s and ConAgra’s cautionary statements contained in their respective filings with the SEC, such as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.  The forward-looking statements included in this document are made only as of the date hereof.  Ralcorp disclaims and does not undertake any obligation to update or revise any forward-looking statement in this document except as required by law.

Additional Information and Where to Find It

Ralcorp intends to file with the SEC a proxy statement in connection with the proposed merger. The definitive proxy statement will be sent or given to the shareholders of Ralcorp and will contain important information about the proposed merger and related matters.  RALCORP SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE.  The proxy statement and other relevant materials (when they become available), and any other documents filed by Ralcorp with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Ralcorp by contacting Investor Relations by mail at Attention: Investor Relations, 800 Market Street, St. Louis, Missouri 63101.

Participants in the Solicitation

Ralcorp and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ralcorp shareholders in connection with the proposed merger.  Information about Ralcorp’s directors and executive officers is set forth in its proxy statement for its 2012 Annual Meeting of Shareholders, which was filed with the SEC on January 13, 2012, and its Annual Report on Form 10-K for the year ended September 30, 2011, which was filed with the SEC on December 14, 2011 and on September 12, 2012.  These documents are available free of charge at the SEC’s website at www.sec.gov, and by mail at Attention: Investor Relations, 800 Market Street, St. Louis, Missouri 63101, or by going to Ralcorp’s Investor Relations page on its corporate website at www.ralcorp.com.  Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed merger will be included in the proxy statement that Ralcorp intends to file with the SEC.

Item 9.01.     Financial Statements and Exhibits.

(d)           Exhibits. 

99.1	Fourth Quarter Earnings Press Release, dated November 27, 2012, issued by Ralcorp Holdings, Inc.
99.2	Joint Press Release, dated November 27, 2012, issued by ConAgra Foods, Inc. and Ralcorp Holdings, Inc.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RALCORP HOLDINGS, INC.
Date: November 27, 2012	By: /s/ S. Monette___________________
	Name: S. Monette
	Title: Corporate Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Fourth Quarter Earnings Press Release, dated November 27, 2012, issued by Ralcorp Holdings, Inc.
99.2	Joint Press Release, dated November 27, 2012, issued by ConAgra Foods, Inc. and Ralcorp Holdings, Inc.

EX-99.1

EXHIBIT 99.1

Ralcorp Holdings Announces Results for Fourth Quarter and Fiscal 2012

-- Net sales up 14% for the year and up 8% in the quarter
-- Adjusted diluted EPS $2.97 for the year, up 11%, and $.71, or flat, in the quarter
-- Adjusted diluted EPS excluding acquisition-related amortization up 16% for the year
-- Fiscal 2012 acquisitions contributed approximately $.30 to adjusted diluted EPS for the year
-- Bloomfield issues, now mitigated, had a $5.8 million negative impact in the quarter

ST. LOUIS, Nov. 27, 2012 /PRNewswire/ -- Ralcorp Holdings, Inc. (NYSE: RAH) today reported results for the quarter ended September 30, 2012.  Ralcorp's results include the effects of acquisitions completed during fiscal 2012, including the North American private-brand refrigerated dough business of Sara Lee Corp. ("Refrigerated Dough"), Pastificio Annoni S.p.A. ("Annoni"), Petri Baking Products, Inc. ("Petri"), and Gelit S.r.l. ("Gelit").  The operations of the Post cereals business are presented as discontinued operations (and excluded from continuing operations) for all periods.  Unless otherwise indicated, all comparisons of results in the following discussions are for the fourth quarter ended September 30, 2012 relative to the fourth quarter ended September 30, 2011.

Executive Summary

	Three Months Ended			Year Ended
	September 30,			September 30,
	2012	2011	% Change	2012	2011	% Change
(dollars in millions, except per share data)
Net Sales	$    1,067.3	$     990.4	8%	$    4,322.2	$    3,787.2	14%
Diluted EPS from Continuing Operations	$         (.84)	$         .51	-265%	$         1.03	$         2.26	-54%
Adjusted Diluted EPS from Continuing Operations	$           .71	$         .71	0%	$         2.97	$         2.67	11%
Adjusted Diluted EPS Excl. Acq.-related Amort.	$           .92	$         .86	7%	$         3.79	$         3.27	16%

• Net Sales grew as a result of acquisitions completed during fiscal 2012, primarily Refrigerated Dough and Petri, as well as higher net pricing in response to rising commodity costs, partially offset by lower volumes.
• Diluted Earnings per Share ("EPS") in this year's and last year's fourth quarter were negatively impacted by special items as provided for in the attached reconciliations of non-GAAP measures, primarily non-cash loss on investment in Post, non-cash impairment of intangible assets, restructuring and plant closure costs.  The effects of all of the special items are excluded from adjusted diluted EPS from continuing operations ("Adjusted Diluted EPS").  Adjusted diluted EPS excluding acquisition-related amortization ("Adjusted Diluted EPS Excl. Acq.-related Amort.") excludes the effect of normal amortization of intangible assets that are only recorded through business acquisitions (mostly customer relationships and trademarks) with a combined impact of $.21 per share and $.15 per share in the three months ended September 30, 2012 and 2011, respectively.
• Acquisitions contributed approximately $.05 to Adjusted Diluted EPS for the fourth quarter. 

Net Sales
	Three Months Ended			Year Ended
	September 30,			September 30,
	2012	2011	% Change	2012	2011	% Change
(dollars in millions)
Base-business Net Sales	$       968.9	$     990.4	-2%	$    3,964.9	$    3,787.2	5%
Net sales from recent acquisitions
excluded from base-business net sales:
Refrigerated Dough	69.6	-	7%	312.5	-	8%
Petri	16.1	-	2%	24.6	-	1%
Fiscal 2012 Pasta acquisitions	12.7	-	1%	20.2	-	0%
Net Sales	$    1,067.3	$     990.4	8%	$    4,322.2	$    3,787.2	14%

Net sales increased 8%, due to acquisitions completed in fiscal 2012, primarily Refrigerated Dough and Petri.  Base-business net sales declined 2% as volumes declined 6% driven by the voluntary resignation from a co-manufacturing contract in the Cereal Products segment and weakness in our Snacks, Sauces & Spreads segment.  The volume decline was partially offset by a 4% increase in pricing (and mix) in response to significantly higher raw material (ingredients and packaging) and freight costs.

Margins
	Three Months Ended		Year Ended
	September 30,		September 30,
	2012	2011	2012	2011
(% of net sales)
Gross Profit	19.4%	19.4%	20.1%	20.9%
Selling, general and administrative expenses	-10.3%	-10.2%	-10.2%	-10.3%
Amortization of intangible assets	-2.0%	-1.6%	-2.0%	-1.7%
Impairment of intangible assets	-2.9%	-	-.7%	-
Other operating expenses, net	-2.1%	-.3%	-.9%	-.3%
Operating Profit	2.1%	7.3%	6.3%	8.6%
Adjusted Gross Profit	19.2%	20.9%	20.2%	21.5%
Adjustments for economic hedges	.5%	-1.5%	-	-.6%
Abnormal inventory losses	-.3%	-	-.1%	-
Gross Profit	19.4%	19.4%	20.1%	20.9%
Adjusted Selling, General & Administrative Expenses	-10.0%	-10.2%	-10.0%	-10.3%
Merger and integration costs	-	-	-.1%	-
Financial statement restatement costs	-.1%	-	-	-
Restructuring costs	-.2%	-	-.1%	-
Selling, General & Administrative Expenses	-10.3%	10.2%	-10.2%	10.3%
Adjusted Operating Profit	7.7%	9.1%	8.3%	9.6%
Adjustments for economic hedges	.5%	-1.5%	-	-.6%
Abnormal inventory losses	-.3%	-	-.1%	-
Accelerated depreciation and amortization	-.1%	-.1%	-.1%	-.1%
Merger and integration costs	-.1%	-.1%	-.2%	-.1%
Financial statement restatement costs	-.1%	-	-	-
Impairment of intangible assets	-2.9%	-	-.7%	-
Provision for legal settlement	-.2%	-	-.1%	-.1%
Restructuring costs	-1.3%	-	-.3%	-
Amounts related to plant closures	-1.1%	-.1%	-.5%	-.1%
Operating Profit	2.1%	7.3%	6.3%	8.6%

Gross profit margin for the fourth quarter of 2012 benefitted from $5.5 million of net adjustments from economic hedge contracts (discussed below), and was negatively impacted by $2.8 million in abnormal inventory losses and $.4 million in accelerated depreciation.  In the fourth quarter of 2011, gross profit margin was negatively impacted by $14.9 million of net adjustments for economic hedge contracts.  Excluding the effect of these items, adjusted gross profit margin decreased from 20.9% last year to 19.2% this year.  Adjusted gross profit margins declined 140 basis points as base-business raw material and freight costs (net of hedging activities) grew more quickly than base-business pricing and mix.  On a dollar basis, base-business pricing and mix was unable to offset approximately $51 million in higher raw material and freight costs, with the most significant impact in snack nuts (included in the Snacks, Sauces & Spreads segment) and durum wheat (included in the Pasta segment).  Additionally, adjusted gross margins declined by 50 basis points as a result of costs related to the inefficiencies experienced at the Bloomfield operations (included in the Cereal Products segment).  These declines were partially offset by the positive impact of our recent acquisitions, Refrigerated Dough and Petri, which include higher-margin products.

For the fourth quarter of 2012, selling, general and administrative ("SG&A") expenses were up 10 basis points as a percentage of net sales compared to the fourth quarter of 2011.  The SG&A percentage was negatively impacted by financial statement restatement costs, merger and integration costs and restructuring costs in the 2012 quarter.  Excluding the effect of these items, adjusted SG&A expense as a percentage of net sales declined to 10.0% as compared to 10.2% in the fourth quarter of 2011.  The decrease in adjusted SG&A as a percentage of sales was driven by lower corporate costs (incentive compensation) and favorable foreign exchange, partially offset by unallocated Post transition services expenses (the billing for which is recorded in Other operating expenses, net). 

Total amortization expense for the fourth quarter of fiscal 2012 was $21.1 million compared to $16.5 million a year ago.  The increase is primarily due to the acquisitions completed during fiscal 2012.  Amortization for the fourth quarter of fiscal 2012 and 2011 was impacted by accelerated amortization expense of $.8 million and $1.2 million, respectively, due to a shortened estimate of the remaining life of a customer relationship intangible asset.

In addition to the items discussed above, the fourth quarter operating profit margin was affected by amounts related to the impairment of intangible assets, restructuring costs, plant closures and provision for legal settlement which are discussed below.

Adjustments for Economic Hedges

Certain derivative contracts do not qualify for cash flow hedge accounting but are used as economic hedges of Ralcorp's exposure to changes in commodity costs.  Realized and unrealized gains and losses on such contracts are recognized at a corporate level but not allocated to affect segment operating profit until the hedged exposure affects earnings.  In fiscal 2012, net mark-to-market adjustments on such derivatives and reclassifications to segment operating profit resulted in a net gain adjustment for economic hedges of $5.5 million in the fourth quarter.  In the prior year, the corresponding net loss adjustment for economic hedges was $14.9 million.  These net adjustments were recognized in cost of goods sold on the statement of earnings but excluded from segment operating profit and the Company's non-GAAP measures of Adjusted EBITDA, Adjusted Diluted EPS and Adjusted Diluted EPS Excl. Acq.-related Amort.

Impairment of Intangible Assets

In the fourth quarter of fiscal 2012, Ralcorp recorded a non-cash charge of $31.6 million related to intangible assets of our Bloomfield operations, included in the Cereal Products segment.  These charges were recorded as a $28.5 million non-cash impairment of goodwill and a $2.1 million non-cash impairment of other intangible assets (customer relationships).          

Restructuring Costs

On July 31, 2012, Ralcorp initiated a strategic restructuring to improve organizational effectiveness and reduce costs.  These initiatives are anticipated to result in one-time pre-tax costs of approximately $26 million consisting primarily of employee separation and related expenses.  During the three months ended September 30, 2012, Ralcorp recorded $13.8 million of expenses related to restructuring activities.

Amounts Related to Plant Closures

During the three months ended September 30, 2012 and 2011, Ralcorp recorded approximately $12.1 million and $1.3 million, respectively, of expenses related to plant closures (included in "Other operating expenses, net").  In 2012, those costs include primarily losses on and impairments of fixed assets and employee termination costs related to the closing of the Poteau, Oklahoma facility (included in the Snacks, Sauces & Spreads segment), Los Alamitos, California facility (included in the Cereal Products segment) and Delta, British Columbia facility (included in the Frozen Bakery Products segment). 

Other Special Items

In addition to the previous items, the fourth quarter operating profit margin was affected by merger and integration costs, costs related to the restatement of our financial statements, a provision for legal settlement primarily related to the exit of certain customers in our Bloomfield operations, and an abnormal inventory loss due to product spoilage.

Loss on Investment in Post

We retained a 19.7% ownership interest in Post Holdings, Inc. ("Post") in conjunction with the separation of the Post brand cereals business.  During the fourth quarter of fiscal 2012, we entered into a short-term borrowing and a debt exchange agreement which facilitated the tax-free disposition of 100% of our investment in Post stock, resulting in net cash received of $198.3 million and a non-cash net loss of $48.9 million.  The non-cash net loss was recorded in the statement of operations as "Loss on investment in Post."

Interest Expense and Income Taxes

Interest expense decreased $.8 million for the fourth quarter.  The decrease is due to a $267 million decrease in weighted-average outstanding borrowings compared to the prior year, partially offset by an increase in the weighted-average interest rate.  The weighted-average interest rate on all of the Company's outstanding borrowings was 6.0% and 5.6% in the quarters ended September 30, 2012 and 2011, respectively.

Fourth quarter income taxes decreased $22.6 million from expense of $11.9 million last year to a tax benefit of $10.7 million in fiscal 2011 driven by changes in (loss) earnings before income taxes.  This year's effective tax rate was significantly impacted by a $48.9 million loss on investment in Post, which is a permanent difference item that does not impact income tax expense.  In addition, fourth quarter income taxes for both years include adjustments to current and deferred income tax assets and liabilities to revise the estimates previously recorded to the amounts reflected on recently filed tax returns, including the effects of lower than anticipated effective state rates.  The fourth quarter of fiscal 2012 also includes the effects of adjustments to deferred income tax assets and liabilities due to changes in enacted future state tax rates.  The total impact of these adjustments reduced income tax expense by $5.8 million in the fourth quarter of fiscal 2012.  Management currently expects the fiscal 2013 overall effective tax rate to be approximately 34.75%.

Segment Results
	Three Months Ended			Year Ended
	September 30,			September 30,
	2012	2011	% Change	2012	2011	% Change
(pounds in millions)
Sales Volume
Cereal Products	118.8	136.9	-13%	497.2	529.0	-6%
Snacks, Sauces & Spreads	318.4	334.6	-5%	1,283.2	1,329.5	-3%
Frozen Bakery Products	221.6	168.9	31%	915.6	678.2	35%
Pasta	223.0	214.4	4%	849.2	848.1	0%
Total Sales Volume	881.8	854.8	3%	3,545.2	3,384.8	5%
(dollars in millions)
Net Sales
Cereal Products	$       194.1	$     217.8	-11%	$       835.6	$       838.5	0%
Snacks, Sauces & Spreads	442.4	420.1	5%	1,750.7	1,602.7	9%
Frozen Bakery Products	267.7	194.9	37%	1,104.7	768.6	44%
Pasta	163.1	157.6	3%	631.2	577.4	9%
Total Net Sales	$    1,067.3	$     990.4	8%	$    4,322.2	$    3,787.2	14%
Segment Operating Profit
Cereal Products	$         10.0	$       18.1	-45%	$         73.9	$         86.3	-14%
Snacks, Sauces & Spreads	33.6	38.8	-13%	140.4	135.5	4%
Frozen Bakery Products	28.1	20.6	36%	111.5	88.0	27%
Pasta	22.5	34.2	-34%	100.4	126.1	-20%
Total Segment Operating Profit	$         94.2	$     111.7	-16%	$       426.2	$       435.9	-2%
Segment Operating Profit Margin
Cereal Products	5%	8%		9%	10%
Snacks, Sauces & Spreads	8%	9%		8%	8%
Frozen Bakery Products	10%	11%		10%	11%
Pasta	14%	22%		16%	22%
Total Segment Operating Profit Margin	9%	11%		10%	12%
Depreciation and Amortization
Cereal Products	$           4.6	$         5.2	-12%	$         19.8	$         21.2	-7%
Snacks, Sauces & Spreads	12.3	10.5	17%	45.0	41.0	10%
Frozen Bakery Products	17.3	9.6	80%	67.7	39.4	72%
Pasta	13.9	12.8	9%	52.9	52.2	1%
Corporate	2.9	4.0	-28%	13.4	14.0	-4%
Total Depreciation and Amortization	$         51.0	$       42.1	21%	$       198.8	$       167.8	18%

Cereal Products

Net sales declined 11% in the three months ended September 30, 2012 as a 13% decline in volume driven by the previously announced customer exit was partially offset by a 2% increase in pricing and mix.  Excluding the impact of the customer exit, net sales were flat as a 6% increase in price and mix was offset by a 6% decline in volumes.  The decreases in volumes for ready-to-eat and hot cereal were driven by lower promotional support from retailer programs as compared to last year and weak private-brand category performance.    

Fourth quarter segment operating profit decreased 45%, or $8.1 million.  Of the $8.1 million decline, $5.8 was attributable to the inefficiencies and $1.5 to volume loss at our Bloomfield facility.  Notable, however, was the positive performance at Bloomfield in both September of this fiscal year and October of fiscal 2013.  The remainder of the decline was the result of lower volumes in ready-to-eat and hot cereals, partially offset by lower selling, general and administrative costs. 

Snacks, Sauces & Spreads

Net sales grew 5% in the three months ended September 30, 2012 as improved net pricing and product mix along with the impact of the Petri acquisition more than offset a 5% decline in volume.  Excluding the impact of the Petri acquisition, net sales grew 1% as a result of 10% higher pricing and mix which was mostly offset by a 9% decline in volumes.  Volume declines in nut-related categories accounted for one-third of the segment's volume declines with the balance of declines mostly in the sauce and spread categories.        

Fourth quarter segment profit declined 13% on the impact of lower volumes and higher input costs (peanuts, sweeteners, and oils), partially offset by higher pricing, favorable mix and the acquisition of Petri.  Excluding the Petri acquisition, segment profit declined 17%.        

Frozen Bakery Products

Net sales were up 37% in the three months ended September 30, 2012, primarily attributable to incremental sales from the acquisition of Refrigerated Dough which also drove a 31% increase in volume.  Excluding results from this acquisition, base-business net sales were up 2% for the third quarter.  Base-business net sales were driven by increased selling prices in response to commodity cost increases and a favorable sales mix, partially offset by a 3% decline in volume.  Volume gains from a positive performance in foodservice were more than offset by the effects of volume declines in retail griddle products and breads sold to in-store bakery and retail channels.

Fourth quarter segment operating profit grew 36% compared to last year.  Excluding the acquisition of Refrigerated Dough, segment operating profit increased 8%, driven by improved selling prices and mix, positive manufacturing rates, and favorable foreign exchange rate, partially offset by higher raw material costs (primarily flour and oil) and lower volumes.

Pasta

Net sales were up 3% for the three months ended September 30, 2012, partially attributable to incremental sales from the acquisitions of Annoni and Gelit.  Volume for the quarter was up 4%.  Excluding results from these acquisitions, base-business net sales were down 5% in the fourth quarter.  The decrease in net sales is primarily due to lower net selling prices in response to falling raw materials costs, and a 1% volume decline.  Significant volume declines in the ingredients business and a modest decline in branded pasta were essentially offset by volume increases in foodservice products.        

Segment operating profit for the fourth quarter decreased 34% due to net selling price decreases and unfavorable commodity contracts.  Lower selling, general and administrative costs, improved manufacturing performance, and acquisitions partially offset the decrease.

Conference call

As separately announced today, ConAgra Foods and Ralcorp have entered into a definitive merger agreement under which ConAgra Foods will acquire all of the outstanding shares of Ralcorp for $90.00 per share in cash.  In light of this announcement, Ralcorp has canceled its Fiscal 2012 earnings conference call, scheduled for today, November 27, 2012.

Non-GAAP Measures and Additional Information

The non-GAAP financial measures presented herein (including "base-business net sales" and measures labeled as "adjusted") do not comply with accounting principles generally accepted in the United States, or GAAP, because they are adjusted to exclude (include) certain cash and non-cash income and expenses that would otherwise be included in (excluded from) the most directly comparable GAAP measure in the statement of earnings.  These non-GAAP financial measures, which are not necessarily comparable to similarly titled captions of other companies due to potential inconsistencies in the methods of calculation, should not be considered an alternative to, or more meaningful than, related measures determined in accordance with GAAP.  These non-GAAP measures supplement other metrics used by management to internally evaluate its businesses and facilitate the comparison of operations over time.

For additional information regarding the Company's results, including reconciliations of non-GAAP measures to related GAAP measures, refer to the schedules below. 

Cautionary Statement on Forward-Looking Statements

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this release.  These forward-looking statements are sometimes identified by the use of terms and phrases such as "believe," "should," "would," "expect," "project," "estimate," "anticipate," "intend," "plan," "will," "can," "may," or similar expressions elsewhere in this release.  All forward-looking statements are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements.  These factors and risks include, but are not limited to, general economic conditions, changes in actual or forecasted results of operations, competitive pressures, future sales volume, significant increases in the costs of certain raw materials, inability to affect future price increases or cost reduction programs, changes in tax laws, integration of recent acquisitions and related accretion, future capital expenditures, changes in weighted average shares for diluted EPS, increases in transportation costs, and other financial, operational and legal risks and uncertainties detailed from time to time in the Company's cautionary statements contained in its filings with the Securities and Exchange Commission.  The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release.

About Ralcorp Holdings, Inc.

Ralcorp produces a variety of private‐brand foods sold under the individual labels of various grocery, mass merchandise and drugstore retailers, and frozen bakery products sold to in-store bakeries, restaurants and other foodservice customers.  Ralcorp's diversified product mix includes: ready‐to‐eat and hot cereals; nutritional and cereal bars; snack mixes, corn‐based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products including pancakes, waffles, and French toast; frozen biscuits and other frozen pre‐baked products such as breads and muffins; frozen and refrigerated doughs; dry pasta; and frozen pasta meals.  For more information about Ralcorp, visit the Company's website at www.ralcorp.com.

RALCORP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(Dollars in millions except per share data)
	Three Months Ended		Year Ended
	September 30,		September 30,
	2012	2011	2012	2011
Net Sales	$    1,067.3	$     990.4	$    4,322.2	$    3,787.2
Cost of goods sold	(860.0)	(798.1)	(3,455.5)	(2,996.0)
Gross Profit	207.3	192.3	866.7	791.2
Selling, general and administrative expenses	(109.8)	(100.9)	(440.6)	(388.1)
Amortization of intangible assets	(21.1)	(16.5)	(82.3)	(65.6)
Impairment of intangible assets	(30.6)	-	(30.6)	-
Other operating expenses, net	(23.2)	(2.8)	(40.1)	(11.3)
Operating Profit	22.6	72.1	273.1	326.2
Loss on investment in Post	(48.9)	-	(48.9)	-
Interest expense, net	(30.7)	(31.5)	(127.5)	(134.0)
(Loss) Earnings from Continuing Operations  before Income Taxes	(57.0)	40.6	96.7	192.2
Income taxes	10.7	(11.9)	(39.1)	(65.9)
(Loss) Earnings from Continuing Operations	(46.3)	28.7	57.6	126.3
Earnings (loss) from discontinued operations, net
of income taxes	2.1	(452.8)	15.8	(367.5)
Net (Loss) Earnings	$       (44.2)	$   (424.1)	$         73.4	$     (241.2)
Basic Earnings per Share
(Loss) earnings from continuing operations	$         (.84)	$         .52	$         1.04	$         2.30
Earnings (loss) from discontinued operations	.04	(8.22)	.29	(6.69)
Net (loss) earnings	$         (.80)	$     (7.70)	$         1.33	$       (4.39)
Diluted Earnings per Share
(Loss) earnings from continuing operations	$         (.84)	$         .51	$         1.03	$         2.26
Earning (loss) from discontinued operations	.04	(8.05)	.28	(6.58)
Net (loss) earnings	$         (.80)	$     (7.54)	$         1.31	$       (4.32)
Weighted Average Shares Outstanding
Basic	55,118	54,926	55,150	54,812
Diluted	56,026	56,060	56,146	55,726

RALCORP HOLDINGS, INC.
UNAUDITED RECONCILIATIONS OF NON-GAAP MEASURES
(Dollars in millions except per share data)
	Three Months Ended		Year Ended
	September 30,		September 30,
	2012	2011	2012	2011
Adjusted Diluted EPS Excl. Acquisition-related Amortization	$           .92	$         .86	$         3.79	$         3.27
Acquisition-related amortization (excl. accelerated amortization)	(.21)	(.15)	(.82)	(.60)
Adjusted Diluted EPS	$           .71	$         .71	$         2.97	$         2.67
Adjustments for economic hedges	.06	(.17)	.01	(.25)
Abnormal inventory losses	(.03)	-	(.03)	-
Merger and integration costs	(.01)	-	(.12)	(.02)
Financial statement restatement costs	(.02)	-	(.02)	-
Accelerated depreciation and amortization	(.01)	(.01)	(.07)	(.06)
Impairment of intangible assets	(.35)	-	(.35)	-
Provision for legal settlement	(.02)	-	(.07)	(.03)
Restructuring costs	(.15)	-	(.15)	-
Amounts related to plant closures	(.14)	(.02)	(.27)	(.05)
Loss on investment in Post	(.87)	-	(.87)	-
Effect of excluding potentially dilutive securities which
were antidilutive for GAAP purposes due to net loss	(.01)	-	-	-
Diluted EPS from Continuing Operations	$         (.84)	$         .51	$         1.03	$         2.26
Adjusted EBITDA	$       130.9	$     131.3	$       559.6	$       524.5
Interest expense, net	(30.7)	(31.5)	(127.5)	(134.0)
Income taxes	10.7	(11.9)	(39.1)	(65.9)
Depreciation and amortization	(51.0)	(42.1)	(198.8)	(167.8)
Adjustments for economic hedges	5.5	(14.9)	.6	(21.8)
Abnormal inventory losses	(2.8)	-	(2.8)	-
Merger and integration costs	(.6)	(1.0)	(10.4)	(2.5)
Financial statement restatement costs	(1.5)	-	(1.5)	-
Impairment of intangible assets	(30.6)	-	(30.6)	-
Provision for legal settlement	(1.8)	-	(6.2)	(2.5)
Restructuring costs	(13.4)	-	(13.4)	-
Amounts related to plant closures (excl. depreciation)	(12.1)	(1.2)	(23.4)	(3.7)
Loss on investment in Post	(48.9)	-	(48.9)	-
(Loss) Earnings from Continuing Operations	$       (46.3)	$       28.7	$         57.6	$       126.3
Total Segment Operating Profit	$         94.2	$     111.7	$       426.2	$       435.9
Interest expense, net	(30.7)	(31.5)	(127.5)	(134.0)
Adjustments for economic hedges	5.5	(14.9)	.6	(21.8)
Abnormal inventory losses	(2.8)	-	(2.8)	-
Accelerated depreciation and amortization	(1.2)	(1.2)	(6.2)	(5.0)
Merger and integration costs	(.6)	(1.0)	(10.4)	(2.5)
Financial statement restatement costs	(1.5)	-	(1.5)	-
Impairment of intangible assets	(30.6)	-	(30.6)	-
Provision for legal settlement	(1.8)	-	(6.2)	(2.5)
Restructuring costs (excl. stock-based compensation)	(13.8)	-	(13.8)	-
Amounts related to plant closures	(12.1)	(1.3)	(23.6)	(4.1)
Loss on investment in Post	(48.9)	-	(48.9)	-
Stock-based compensation expense	(2.7)	(4.1)	(15.7)	(14.8)
Systems upgrade and conversion costs	(1.8)	(2.3)	(6.6)	(7.7)
Other unallocated corporate expenses	(8.2)	(14.8)	(36.3)	(51.3)
(Loss) Earnings from Continuing Operations before Income Taxes	$       (57.0)	$       40.6	$         96.7	$       192.2

Contact: Matt Pudlowski (314/877-7091)

SOURCE Ralcorp Holdings, Inc.

EX-99.2

EXHIBIT 99.2

ConAgra Foods to Acquire Ralcorp, the Largest Private Label Food Manufacturer in the U.S.,

for $90 Per Share in Cash

·Creates one of the largest North American packaged food companies and the largest North American private label packaged food business

·Accelerates ConAgra Foods’ Recipe for Growth strategy and further leverages its capabilities

·Expected to be accretive to EPS in Year 1, strengthen ConAgra Foods’ top-line and EPS growth potential over the long term, and provide significant annual cost synergies

OMAHA, Neb. & ST. LOUIS, Mo.--ConAgra Foods, Inc. (NYSE: CAG) and Ralcorp Holdings, Inc. (NYSE: RAH) today announced that the boards of directors of both companies have unanimously approved a definitive agreement under which ConAgra Foods will acquire Ralcorp, the largest manufacturer of private label food in the U.S. Under the terms of the agreement, Ralcorp shareholders will receive $90.00 per share in cash for each outstanding share of common stock held, representing a 28.2% premium to the closing price of Ralcorp’s common stock on November 26, 2012, and a 24.9% premium to the average closing price of Ralcorp’s common stock for the 30 trading days ending November 26, 2012. The transaction is valued at approximately $6.8 billion, including the assumption of debt.

This transaction creates one of the largest packaged food companies in North America, with sales of approximately $18 billion annually and more than 36,000 employees. It will also position ConAgra Foods as the largest private label packaged food business in North America, with combined private label sales of approximately $4.5 billion.

Gary Rodkin, chief executive officer of ConAgra Foods said, “We are very pleased to have reached an agreement with Ralcorp after a period of collaborative dialogue between the two companies. Ralcorp is already the largest private label food company in the U.S. and is well positioned for future growth. The acquisition of Ralcorp is a logical and exciting step for ConAgra Foods. Adding Ralcorp provides us with a much larger presence in the attractive and growing private label segment and accelerates our Recipe for Growth strategy. The transaction will allow us to apply our scale and combined operational expertise to this important growth area, and will strengthen our position as one of the leading food companies in North America. We believe the balanced combination of our very significant branded food business, the largest private label food business in North America, and our important commercial food businesses, will enable ConAgra Foods to deliver even greater value and innovation to our customers and consumers, and sustainable profitable growth to our shareholders. We look forward to working with Ralcorp’s experienced and talented team to capitalize on opportunities and create value for shareholders, and to welcoming Ralcorp’s employees to the ConAgra Foods family.”

Kevin J. Hunt, chief executive officer and president of Ralcorp, said, “We are proud of Ralcorp’s track record of shareholder value creation and view this transaction as the culmination of those efforts. This combination delivers immediate and compelling cash value to our shareholders and benefits to our customers and employees. We believe the two companies are a great fit, and our employees will benefit as part of a larger diversified organization with the necessary scale and resources to be a leader in today’s rapidly evolving marketplace. On behalf of the Ralcorp Board and management team, we thank our dedicated employees for their continued hard work, which has enabled us to grow Ralcorp to a position of strength with our many private label offerings across both retail and commercial channels. We look forward to joining with ConAgra Foods to complete this exciting transaction and capitalize on our future growth opportunities.”

Strong Strategic Rationale

The acquisition of Ralcorp adds to ConAgra Foods’ existing private label business of approximately $950 million to create the largest private label packaged food business in North America, with approximately $4.5 billion in combined annual private label sales. Ralcorp fits well with ConAgra Foods’ Recipe for Growth strategy, set 18 months ago, which includes expansion in the private label segment, growth in its core business and adjacencies, and expansion internationally. According to industry analysts, private label now represents 18% of sales in the packaged food market in the U.S. and has consistently demonstrated growth in excess of the overall food market over time. ConAgra Foods’ combination with Ralcorp creates an enhanced platform that will allow ConAgra Foods to capitalize on, and contribute to, that compelling long-term growth trend while generating significant efficiencies.

Ralcorp has strengthened its leadership position in private label through recent strategic acquisitions and enhanced customer relationships. The two companies’ portfolios are a complementary fit, with very little overlap in terms of offerings. Ralcorp’s leading private label offerings include cereal, pasta, crackers, jellies and jams, syrups, frozen waffles, and more. Ralcorp’s total annual sales of approximately $4.3 billion also include a branded and commercial / foodservice portfolio.

The combined company will have significant operating capabilities across its branded, private label and commercial / foodservice businesses, including:

·A robust Sales and Marketing function that drives top-line growth

·A strong Research, Quality and Innovation platform

·A management team with deep industry experience and strong talent across the organization

·A core understanding of delivering value to the customer and consumer

·A consumer and shopper insights-driven focus

·Procurement and risk management expertise

Well-developed productivity capabilities and experience with complex supply chains

With Ralcorp, ConAgra Foods will have a balanced portfolio with a stronger growth profile. The transaction is also expected to increase ConAgra Foods’ importance to customers and consumers, with product offerings across a wide range of price points, segments and channels. The enhanced breadth and depth of the combined portfolio is expected to allow ConAgra Foods to build deeper customer relationships and drive additional category growth.

Gary Rodkin, chief executive officer of ConAgra Foods, added, “Clearly, consumer dynamics have changed since the recession and we expect growth in private label food to continue to outpace growth in branded food. At the same time, we remain very proud of and fully committed to our brands, which will remain the largest part of our business and are found in 97% of America’s households. We believe our combination of branded, private label and commercial offerings, supported by leading functional capabilities, represents a unique and balanced approach that allows us to address the full range of customer and consumer requirements and adapt to the changing demands of the food industry.”

Compelling Financial Benefits

ConAgra Foods expects the transaction to provide attractive sales and EPS growth over time. Because this transaction is expected to close by March 31, 2013, management expects it to have a modest benefit on fiscal 2013 financial results and will quantify that benefit in the coming months. Excluding any benefit from this transaction, ConAgra Foods’ expectations for fiscal 2013 fully diluted EPS remain unchanged at $2.03 to $2.06, adjusted for items impacting comparability. ConAgra Foods will provide additional details regarding the favorable impact of this transaction on its financial outlook for fiscal years 2013 and 2014, as well as its favorable impact on the company’s long-term financial algorithm, in due course as integration plans, the pace of expected synergies, and the financing components of the transaction are finalized.

ConAgra Foods intends to use its strong infrastructure and productivity capabilities to drive significant cost synergies from this transaction, primarily in the areas of supply chain and procurement efficiencies. It expects to achieve approximately $225 million of cost synergies on an annual basis by the fourth full fiscal year after closing.

The acquisition of Ralcorp is expected to be financed primarily with cash on hand, existing credit facilities and new borrowings, for which ConAgra Foods has received a commitment letter from BofA Merrill Lynch.

ConAgra Foods is fully committed to its investment grade credit rating, and consistent with that commitment, expects to issue up to $350 million of equity. ConAgra Foods will prioritize rapid deleveraging in the near term through its strong cash flow generation. The company currently expects to maintain its dividend of $1.00 per share on an annual basis and will significantly reduce its share buyback activities for a period of time. ConAgra Foods remains committed to its long-term capital allocation priorities, including a top-tier dividend, strong balance sheet and strong liquidity.

Integration

ConAgra Foods and Ralcorp will establish a transition team comprised of members of both management teams to prepare for and to oversee the integration of the businesses.

Terms and Conditions

The transaction is subject to the approval of Ralcorp’s shareholders and customary regulatory approvals. The transaction is expected to close by March 31, 2013.

Advisors

Centerview Partners and BofA Merrill Lynch are serving as financial advisors to ConAgra Foods and Davis Polk & Wardwell LLP is serving as its legal advisor. Barclays and Goldman, Sachs & Co. are serving as Ralcorp’s financial advisors and Wachtell, Lipton, Rosen & Katz is serving as its legal advisor.

More information on the transaction can be found at www.conagrafoodstransaction.com.

Conference Call Details

ConAgra Foods will host a conference call at 8:30 am EST/7:30 am CST today to discuss the announcement. Domestic and international participants may access the conference call toll-free by dialing 1-888-312-3047 (US/Canada Toll Free) and 1-719-457-2606 (International Toll) respectively, and using the passcode 1466942. This conference call, along with webcast presentation materials, can also be accessed live on the company’s Investor Relations website at http://investor.conagrafoods.com. To access a replay of the conference call, please dial 1-888-203-1112 (US/Canada Toll Free) or 1-719-457-0820 (International Toll), passcode 1466942.

Ralcorp also issued a separate release today announcing its fourth quarter and full fiscal year 2012 earnings results, which is available on the investor section of the company’s website at www.ralcorp.com.

About ConAgra Foods, Inc.

ConAgra Foods, Inc., (NYSE: CAG) is one of North America's leading food companies, with brands in 97 percent of America's households. Consumers find 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 in grocery, convenience, mass merchandise and club stores. ConAgra Foods also has a strong business-to-business presence, supplying frozen potato and sweet potato products as well as other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers. For more information, please visit us at http://www.conagrafoods.com.

About Ralcorp Holdings, Inc.

Ralcorp produces a variety of private‐brand foods sold under the individual labels of various grocery, mass merchandise and drugstore retailers, and frozen bakery products sold to in-store bakeries, restaurants and other foodservice customers. Ralcorp’s diversified product mix includes: ready‐to‐eat and hot cereals; nutritional and cereal bars; snack mixes, corn‐based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products including pancakes, waffles, and French toast; frozen biscuits and other frozen pre‐baked products such as breads and muffins; frozen and refrigerated doughs; dry pasta; and frozen pasta meals. For more information about Ralcorp, visit the Company’s website at www.ralcorp.com.

Cautionary Statement Regarding 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 ConAgra Foods’ current expectations and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding expected synergies and benefits of a potential combination of ConAgra Foods and Ralcorp, expectations about future business plans, prospective performance and opportunities, regulatory approvals and the expected timing of the completion of the transaction. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should” or similar words. There is no assurance that the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include the timing to consummate a potential transaction between ConAgra Foods and Ralcorp; the ability and timing to obtain required regulatory approvals and satisfy other closing conditions, including the approval of Ralcorp’s shareholders; ConAgra Foods’ ability to realize the synergies contemplated by a potential transaction; ConAgra Foods’ ability to promptly and effectively integrate the business of Ralcorp and ConAgra Foods; the availability and prices of raw materials, including any negative effects caused by inflation and adverse weather conditions; the effectiveness of its 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 ConAgra Foods’ product recalls; access to capital; ConAgra Foods’ success in effectively and efficiently 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 and uncertainties discussed in ConAgra Foods’ filings with the SEC, 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.

Additional Information and Where to Find It

Ralcorp intends to file with the SEC a proxy statement in connection with the proposed merger. The definitive proxy statement will be sent or given to the shareholders of Ralcorp and will contain important information about the proposed merger and related matters. RALCORP SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by Ralcorp with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Ralcorp by contacting Investor Relations by mail at Attention: Investor Relations, 800 Market Street, St. Louis, Missouri 63101.

Participants in the Solicitation

Ralcorp and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Ralcorp shareholders in connection with the proposed merger. Information about Ralcorp’s directors and executive officers is set forth in its proxy statement for its 2012 Annual Meeting of Shareholders, which was filed with the SEC on January 13, 2012, and its Annual Report on Form 10-K for the year ended September 30, 2011, which was filed with the SEC on December 14, 2011 and on September 12, 2012. These documents are available free of charge at the SEC’s website at www.sec.gov, and by mail at Attention: Investor Relations, 800 Market Street, St. Louis, Missouri 63101, or by going to Ralcorp’s Investor Relations page on its corporate website at www.ralcorp.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed merger will be included in the proxy statement that Ralcorp intends to file with the SEC.

For ConAgra Foods:

Investor Inquiries

Chris Klinefelter, 402-240-4154

Vice President, Investor Relations

or

Media Inquiries

Teresa Paulsen, 402-240-5210

Vice President, Communication & External Relations

or

Brunswick Group

Steven Lipin / Gemma Hart

212-333-3810

For Ralcorp:

Investor Inquiries

Matt Pudlowski, 314-877-7091

Director, Business Development

or

Media Inquiries

Joele Frank, Wilkinson Brimmer Katcher

Eric Brielmann / Eric Bonach / Aaron Palash

212-355-4449

Source: ConAgra Foods, Inc.