LONG-TERM DEBT



	February 24, 2013			May 27, 2012
4.65% senior debt due January 2043	$	1,000.0		$	—
6.625% senior debt due August 2039 (including Ralcorp senior notes)	450.0			—
8.25% senior debt due September 2030	300.0			300.0
7.0% senior debt due October 2028	382.2			382.2
6.7% senior debt due August 2027	9.2			9.2
7.125% senior debt due October 2026	372.4			372.4
3.2% senior debt due January 2023	1,225.0			—
3.25% senior debt due September 2022	250.0			—
9.75% subordinated debt due March 2021	195.9			195.9
4.95% senior debt due August 2020 (including Ralcorp senior notes)	300.0			—
7.0% senior debt due April 2019	500.0			500.0
1.9% senior debt due January 2018	1,000.0			—
LIBOR plus 1.75% term loans due January 2018	1,500.0			—
2.1% senior debt due March 2018	250.0			—
5.819% senior debt due June 2017	500.0			500.0
1.3% senior debt due January 2016	750.0			—
1.35% senior debt due September 2015	250.0			—
5.875% senior debt due April 2014	500.0			500.0
Ralcorp Callable Notes (prepaid subsequent to February 24, 2013)	460.7			—
2.00% to 9.59% lease financing obligations due on various dates through 2029	77.3			106.0
Other indebtedness	78.3			73.1
Total debt face value	10,351.0			2,938.8
Fair value adjustment of notes in connection with Ralcorp acquisition	263.2			—
Unamortized discounts/premiums	(60.0		)	(59.8		)
Adjustment due to hedging activity	10.8			17.7
Less current installments	(719.7		)	(38.1		)
Total long-term debt	$	9,845.3		$	2,858.6

During the second quarter of fiscal 2013, we issued senior unsecured notes in an aggregate principal amount of $750.0 million. These notes were issued in three tranches of $250.0 million each; 1.35% senior notes due September 10, 2015, 2.10% senior notes due March 15, 2018, and 3.25% senior notes due September 15, 2022.

During the third quarter of fiscal 2013, in order to finance a portion of our acquisition of Ralcorp, we (i) issued new senior unsecured notes in an aggregate principal amount of $3.975 billion, (ii) issued new senior unsecured notes in an aggregate principal amount of $716.0 million in exchange for senior notes issued by Ralcorp, (iii) assumed senior notes issued by Ralcorp in an aggregate principal amount of $460.7 million, which were prepaid subsequent to the end of the third quarter of fiscal 2013, and (iv) borrowed $1.5 billion under our new term loan facility.

Our new senior unsecured notes in an aggregate principal amount of $3.975 billion were issued in four tranches: 1.3% senior notes due January 25, 2016 in an aggregate principal amount of $750.0 million; 1.9% senior notes due January 25, 2018 in an aggregate principal amount of $1.0 billion; 3.2% senior notes due January 25, 2023 in an aggregate principal amount of $1.225 billion; and 4.65% senior notes due January 25, 2043 in an aggregate principal amount of $1.0 billion.

Our new senior unsecured notes in an aggregate principal amount of $716.0 million were issued in exchange for senior notes issued by Ralcorp pursuant to our offer to exchange (i) any and all 4.95% senior notes due August 15, 2020 issued by Ralcorp for up to an aggregate principal amount of $300.0 million of new 4.95% senior notes due August 15, 2020 issued by ConAgra Foods and cash and (ii) any and all 6.625% senior notes due August 15, 2039 issued by Ralcorp for up to an aggregate principal amount of $450.0 million of new 6.625% senior notes due August 15, 2039 issued by ConAgra Foods and cash. Our new senior unsecured notes in an aggregate principal amount of $716.0 million consist of the following:



4.95% senior debt due August 2020	$	282.7
6.625% senior debt due August 2039	433.3

Senior notes issued by Ralcorp in an aggregate principal amount of $33.9 million were not exchanged and remain outstanding, consisting of 4.95% senior notes issued by Ralcorp due August 15, 2020 in an aggregate principal amount of $17.2 million and 6.625% senior notes issued by Ralcorp due August 15, 2039 in an aggregate principal amount of $16.7 million (collectively, the "Ralcorp Notes"). The Ralcorp Notes are included in our condensed consolidated balance sheet at February 24, 2013.

During the third quarter of fiscal 2013, we offered to purchase for cash any and all 7.29% senior notes due August 15, 2018 issued by Ralcorp, floating rate senior notes due August 15, 2018 issued by Ralcorp, and 7.39% senior notes due August 15, 2020 issued by Ralcorp, in a total aggregate principal amount of $664.5 million. Pursuant to this offer, we purchased senior notes issued by Ralcorp in a total aggregate principal amount of $631.5 million. Ralcorp's 7.29% senior notes due August 15, 2018 in an aggregate principal amount of $33.0 million were not tendered for purchase and remained outstanding (the "Ralcorp Discharged Notes"). During the third quarter of fiscal 2013, we paid $44.8 million, consisting of principal, interest, and contractual amounts payable, to the trustee of the Ralcorp Discharged Notes to satisfy and discharge the Ralcorp Discharged Notes. As of February 24, 2013, the Ralcorp Discharged Notes are not included in our condensed consolidated balance sheet. We recognized a charge of $1.3 million as a cost of extinguishment of debt.

Upon our acquisition of Ralcorp, we assumed senior notes issued by Ralcorp in an aggregate principal amount of $460.7 million, consisting of the senior notes listed below (the "Ralcorp Callable Notes"), and gave notice of our intent to prepay them during the third quarter of fiscal 2013. On February 28, 2013, subsequent to the third quarter of fiscal 2013, we prepaid the Ralcorp Callable Notes, in addition to the fair value adjustment of $101.8 million.



Ralcorp 5.93% senior notes (Series J) due May 2022	$	100.0
Ralcorp 7.6% senior notes (Series 2009B) due May 2021	50.0
Ralcorp 5.56% senior notes (Series I, Tranche A) due January 2019	75.0
Ralcorp 5.58% senior notes (Series I, Tranche B) due January 2019	25.0
Ralcorp 7.45% senior notes (Series 2009A) due May 2019	50.0
Ralcorp 5.57% senior notes (Series E) due December 2015	100.0
Ralcorp 5.43% senior notes (Series C) due December 2013	50.0
Ralcorp 4.76% senior notes (Series D) due December 2013	10.7
Total Ralcorp Callable Notes	$	460.7

During the third quarter of fiscal 2013, we borrowed $1.5 billion under our unsecured Term Loan Facility with a syndicate of banks. We are required to repay borrowings under the Term Loan Facility during the term of the facility in equal quarterly installments of 2.5% per quarter commencing on June 1, 2013, with the remainder of the borrowings to be paid on the maturity date of the facility, unless prepaid prior to such date in accordance with the terms of the Term Loan Facility. The Term Loan Facility matures on January 29, 2018. We elected to base the interest rate of the borrowings on LIBOR plus 1.75%. As of the end of the third quarter of fiscal 2013, the total interest rate on our borrowings was 1.954%. Certain of our wholly-owned domestic subsidiaries may, under certain circumstances, be required to guarantee our obligations under the Term Loan Facility.

In connection with the aforementioned financing for the Ralcorp acquisition, we capitalized $52.1 million of debt issuance costs and recognized expense of $27.0 million in related fees during the third quarter of fiscal 2013.

Net interest expense consists of:



	Thirteen weeks ended						Thirty-nine weeks ended
	February 24, 2013			February 26, 2012			February 24, 2013			February 26, 2012
Long-term debt	$	73.1		$	51.7		$	179.9		$	160.5
Short-term debt	—			0.2			0.3			0.3
Interest income	(1.0		)	(1.0		)	(2.4		)	(3.2		)
Interest capitalized	(1.5		)	(1.2		)	(4.5		)	(4.4		)
	$	70.6		$	49.7		$	173.3		$	153.2

Our net interest expense for the third quarter and first three quarters of fiscal 2013 was reduced by $2.3 million and $6.8 million, respectively, due to the impact of the interest rate swap contracts entered into in the fourth quarter of fiscal 2010. Our net interest expense for the third quarter and first three quarters of fiscal 2012 was reduced by $2.2 million and $7.7 million, respectively, due to the impact of the interest rate swap contracts. The interest rate swaps effectively changed our interest rates on the senior long-term debt instruments maturing in fiscal 2012 and 2014 from fixed to variable. During the second quarter of fiscal 2011, we terminated the interest rate swap contracts and received proceeds of $31.5 million. The cumulative adjustment to the fair value of the debt instruments that were hedged (the effective portion of the hedge) is being amortized as a reduction of interest expense over the remaining lives of the debt instruments (through fiscal 2014).

As a result of our acquisition of Ralcorp, the senior unsecured notes issued in exchange for senior notes issued by Ralcorp of $716.0 million and the senior notes issued by Ralcorp that remain outstanding of $33.9 million were recorded at fair value. The combined fair value adjustment on these notes was $163.8 million and will be amortized within interest expense over the life of the respective notes.