Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-177140
September 10, 2012
CONAGRA FOODS, INC.
Pricing Term Sheet
| 1.350% Senior Notes due 2015 | 2.100% Senior Notes due 2018 | 3.250% Senior Notes due 2022 | ||||
| Issuer: | ConAgra Foods, Inc. | |||||
| Size: | $250,000,000 | $250,000,000 | $250,000,000 | |||
| Maturity: | September 10, 2015 | March 15, 2018 | September 15, 2022 | |||
| Coupon (Interest Rate): | 1.350% | 2.100% | 3.250% | |||
| Yield to Maturity: | 1.425% | 2.146% | 3.316% | |||
| Spread to Benchmark Treasury: | + 110 bps | + 150 bps | + 165 bps | |||
| Benchmark Treasury: | UST 0.250% due August 15, 2015 | UST 0.625% due August 31, 2017 | UST 1.625% due August 15, 2022 | |||
| Benchmark Treasury Yield: | 0.325% | 0.646% | 1.666% | |||
| Interest Payment Dates: | March 10 and September 10, commencing March 10, 2013 | March 15 and September 15, commencing March 15, 2013 | March 15 and September 15, commencing March 15, 2013 | |||
| Make-Whole Call: | T + 20 bps | T + 25 bps | T + 25 bps | |||
| Price to Public: | 99.781% | 99.762% | 99.442% | |||
| Trade Date: | September 10, 2012 | September 10, 2012 | September 10, 2012 | |||
| Settlement Date: | September 13, 2012 | September 13, 2012 | September 13, 2012 | |||
| CUSIP: | 205887 BH4 | 205887 BG6 | 205887 BJ0 | |||
| Anticipated Ratings: | Baa2 (stable outlook) by Moody’s Investors Service, Inc. BBB (stable outlook) by Standard & Poor’s Ratings Services BBB (stable outlook) by Fitch Ratings | |||||
| Use of Proceeds: | ConAgra Foods expects to receive net proceeds (after deducting underwriting discounts but before deducting expenses of the offering) of $743,337,500 from this offering. It intends to use the net proceeds from the offering for general corporate purposes, including repayment of outstanding commercial paper. | |||||
| Joint Book-Running Managers | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. |
J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated BNP Paribas Securities Corp. |
J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated RBS Securities Inc. Wells Fargo Securities, LLC | |||
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at (212) 834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322.
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