Conagra Brands (CAG) 8-K Regulation FD Disclosure

Exhibit 99.2

Today’s agenda

Today’s agenda

3

•

•

Gary Rodkin, CEO

Gary Rodkin, CEO

•

•

André

André

Hawaux, president Consumer Foods

Hawaux, president Consumer Foods

•

•

Paul Maass, president Commercial Foods

Paul Maass, president Commercial Foods

•

•

John Gehring, CFO

John Gehring, CFO

Strategy

Strategy

Goals

Goals

Algorithm

Algorithm

4

Ralcorp acquisition

Ralcorp acquisition

•

•

Strategic addition to ConAgra Foods portfolio

Strategic addition to ConAgra Foods portfolio

•

•

Creates ~$18B company

Creates ~$18B company

•

•

Largest private brand company in North America

Largest private brand company in North America

•

•

Accretive to top-line and bottom-line goals

Accretive to top-line and bottom-line goals

11

12

Feb. 19, 2013

Feb. 19, 2013

André

André

Hawaux

Hawaux

President Consumer Foods

President Consumer Foods

CAGNY 2013

CAGNY 2013

Frozen: 5-year trends

Frozen: 5-year trends

13

Strong

Strong

frozen

frozen

platform

platform

FY2008 to FY2013 (forecast)

FY2008 to FY2013 (forecast)

Net Sales

Net Sales

+4% base CAGR

+4% base CAGR

Gross Margin

Gross Margin

+ 2.5 pts. base

+ 2.5 pts. base

Share

Share

+ 3.2 pts. SSM / +17.4 pts. MSM

+ 3.2 pts. SSM / +17.4 pts. MSM

Bertolli Desserts

Bertolli Desserts

16

Expansion

Expansion

across

across

day parts

day parts

and

and

demographics

demographics

Hunt’s Commercial

Hunt’s Commercial

21

Reddi-wip Commercial

Reddi-wip Commercial

23

24

25

Feb. 19, 2013

Feb. 19, 2013

Paul Maass

Paul Maass

President Commercial Foods

President Commercial Foods

CAGNY 2013

CAGNY 2013

Aligned with customers’

Aligned with customers’

growth plans

growth plans

27

By 2017, over 25 billion pounds of frozen potato

By 2017, over 25 billion pounds of frozen potato

products will be consumed worldwide each year

products will be consumed worldwide each year

Expected QSR international growth

Expected QSR international growth

Source: Euromonitor projections

Lamb Weston is positioned to win

Lamb Weston is positioned to win

28

Significant local sourcing opportunities

Significant local sourcing opportunities

in high-growth markets

in high-growth markets

90% of the world’s potato supply is grown in

90% of the world’s potato supply is grown in

North America and Europe

North America and Europe

International market innovation

International market innovation

29

Obtain consumer and market insights to drive

Obtain consumer and market insights to drive

locally relevant innovation

locally relevant innovation

Private brand evolution to value-added

Private brand evolution to value-added

33

Then

Then

Now

Now

Ralcorp: a private brand industry leader

Ralcorp: a private brand industry leader

35

Combined capabilities

Combined capabilities

•

•

Growing in relevancy with our customers

Growing in relevancy with our customers

•

•

Scale, expertise, portfolio

Scale, expertise, portfolio

•

•

Complementary and little overlap

Complementary and little overlap

37

CPG experience to private brands

CPG experience to private brands

•

•

Innovation

Innovation

•

•

Category and shopper insights

Category and shopper insights

•

•

Shopper marketing

Shopper marketing

•

•

Joint business planning

Joint business planning

•

•

Packaging

Packaging

•

•

Procurement

Procurement

•

•

Transportation and warehousing

Transportation and warehousing

•

•

Supply chain expertise

Supply chain expertise

•

•

Food safety expertise

Food safety expertise

38

Example: Category growth opportunity

Example: Category growth opportunity

39

Consumer insights &

Consumer insights &

Category analytics

Category analytics

•

•

Segment emulation

Segment emulation

•

•

Consumer preferred

Consumer preferred

flavors

flavors

•

•

Simplified nutrition

Simplified nutrition

Platform emulations &

Platform emulations &

Product innovation

Product innovation

Shopper insights &

Shopper insights &

Consumer activation

Consumer activation

•

•

Innovative bars

Innovative bars

flavors

flavors

•

•

New bar types

New bar types

Bars expansion

Bars expansion

•

•

Consumer preferred

Consumer preferred

promotion, packaging

promotion, packaging

and shelving

and shelving

40

Clarity and energy at ConAgra Foods

Clarity and energy at ConAgra Foods

42

•

•

Significant progress on growth strategy

Significant progress on growth strategy

•

•

Unique and relevant portfolio in the food industry

Unique and relevant portfolio in the food industry

•

•

Commitment to ongoing, accelerated growth

Commitment to ongoing, accelerated growth

43

Feb. 19, 2013

Feb. 19, 2013

Chief Financial Officer

Chief Financial Officer

CAGNY 2013

CAGNY 2013

CFO comments

CFO comments

44

•

•

Ralcorp transaction

Ralcorp transaction

•

•

Financial priorities

Financial priorities

•

•

Capital allocation

Capital allocation

•

•

EPS outlook

EPS outlook

Today’s

Today’s

agenda

agenda

Ralcorp business

Ralcorp business

45

Transaction

Transaction

closed

closed

January 29

January 29

The new ConAgra Foods

The new ConAgra Foods

Scale & portfolio balance

Scale & portfolio balance

46

•

•

Strategic benefits

Strategic benefits

–

–

Scale & private brand leadership

Scale & private brand leadership

–

–

Enhanced commercial/foodservice capabilities

Enhanced commercial/foodservice capabilities

$18B

$18B

annualized

annualized

net sales

net sales

& 

& 

strong mix

strong mix

Balanced net sales: $18B total

Balanced net sales: $18B total

Financially compelling

Financially compelling

47

•

•

Enhanced long-term growth potential

Enhanced long-term growth potential

•

•

Accretion in Year 1, increasing as

Accretion in Year 1, increasing as

synergies phase in*

synergies phase in*

•

•

Continued strong cash flow

Continued strong cash flow

* Adjusted for items impacting comparability

* Adjusted for items impacting comparability

Strong

Strong

financial

financial

profile

profile

Value creation

Value creation

from attractive

from attractive

synergies

synergies

Growth

Growth

Synergies

Synergies

EPS

EPS

Cash flow

Cash flow

•

Run-rate cost synergies of 

$225MM/year by Year 4

•

Supply Chain/procurement efficiencies

drive majority of synergies

Strong cost synergy opportunities

Strong cost synergy opportunities

48

•

•

Optimize common supply base

Optimize common supply base

•

•

Leverage Commercial platform

Leverage Commercial platform

•

•

Network and manufacturing optimization

Network and manufacturing optimization

•

•

Implementation of ConAgra Foods efficiency

Implementation of ConAgra Foods efficiency

programs

programs

•

•

Heavy / light load utilization increases

Heavy / light load utilization increases

•

•

Warehouse optimization

Warehouse optimization

•

•

Elimination of duplicative costs and

Elimination of duplicative costs and

leveraging shared services capabilities

leveraging shared services capabilities

$225MM

$225MM

by Year 4

by Year 4

Savings

Savings

concentrated

concentrated

within   

within   

Supply Chain

Supply Chain

Procurement

Procurement

Manufacturing

Manufacturing

Logistics

Logistics

Supply

Supply

Chain

Chain

Corporate overhead /

Corporate overhead /

SG&A

SG&A

Attractive cost synergies contribute to

Attractive cost synergies contribute to

strong value creation potential

strong value creation potential

Near-term EPS* accretion from Ralcorp

Near-term EPS* accretion from Ralcorp

49

Preliminary estimates for CAG EPS* accretion:

Preliminary estimates for CAG EPS* accretion:

Enhancing

Enhancing

FY13

FY13

&

&

FY14

FY14

Financial priorities

Financial priorities

50

•

•

Strong earnings and cash flow

Strong earnings and cash flow

•

•

Healthy balance sheet and strong liquidity

Healthy balance sheet and strong liquidity

–

–

Commitment to investment grade

Commitment to investment grade

•

•

Capital allocation

Capital allocation

Near term

Near term

Long term

Long term

52

Significant

Significant

free cash

free cash

Healthy balance sheet and

Healthy balance sheet and

strong liquidity

strong liquidity

53

Good agency

Good agency

relationships

relationships

Strong

Strong

liquidity to

liquidity to

support

support

operations

operations

Capital allocation

Capital allocation

54

Temporary shift

Temporary shift

in

in

short-term

short-term

priorities

priorities

Debt reduction

Debt reduction

Dividends

Dividends

Share repurchase

Share repurchase

Acquisitions

Acquisitions

High priority:

High priority:

targeting $1.5B

targeting $1.5B

Achieve mid-BBB 

Achieve mid-BBB 

metrics

metrics

Through 2015

Through 2015

Long term

Long term

Maintain $1/share

Maintain $1/share

(annualized)

(annualized)

Top-tier payout

Top-tier payout

Very limited

Very limited

Resume focus:

Resume focus:

Strategic &

Strategic &

financial fit

financial fit

Very limited

Very limited

Utilize / balance

Utilize / balance

with other priorities

with other priorities

Earnings Per Share (EPS*)

Earnings Per Share (EPS*)

55

•

•

FY13: Higher than prior expectations

FY13: Higher than prior expectations

–

–

Ralcorp adding:     $0.05/share

Ralcorp adding:     $0.05/share

–

–

Base business: higher than planned

Base business: higher than planned

•

•

Strong segment performance

Strong segment performance

•

•

Tax favorability

Tax favorability

–

–

New view:     $2.15*

New view:     $2.15*

•

•

FY14: Ralcorp adding:     $0.25/share

FY14: Ralcorp adding:     $0.25/share

17%

17%

growth over

growth over

FY12

FY12

Strong

Strong

EPS*

EPS*

outlook

outlook

*Diluted EPS, adjusted for items impacting comparability

*Diluted EPS, adjusted for items impacting comparability

Long-term goals

Long-term goals

56

After a planning

After a planning

period, new goals

period, new goals

communicated

communicated

with CAG FY13

with CAG FY13

Q4 earnings

Q4 earnings

release

release

•

•

Annual sales growth 3%

Annual sales growth 3%

•

•

Annual EPS* growth 6-8%

Annual EPS* growth 6-8%

Prior:

Prior:

ROIC* has been rebased with the acquisition –

ROIC* has been rebased with the acquisition –

targeting a low double digit ROIC* in     3 years

targeting a low double digit ROIC* in     3 years

To be

To be

upwardly

upwardly

revised

revised

Summary

Summary

57

This is a great

This is a great

time to be        

time to be        

a part of         

a part of         

ConAgra Foods!

ConAgra Foods!

*Adjusted for items impacting comparability

*Adjusted for items impacting comparability

58

Questions &

Questions &

Answers

Answers

59

Appendix

Appendix

Ralcorp Contribution –

Ralcorp Contribution –

EPS* Assumptions

EPS* Assumptions

New CAG Financial Profile

New CAG Financial Profile

Some amounts preliminary

Some amounts preliminary

Annualizing

Annualizing

FY 2013

FY 2013

Expectations

Expectations

62

Regulation G Disclosure

Regulation G Disclosure