|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
47-0248710
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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|
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One ConAgra Drive,
Omaha, Nebraska
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|
68102-5001
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(Address of principal executive offices)
|
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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|
|
|
|
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
|
Smaller reporting company
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¨
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Item 1
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||
|
||
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Unaudited Condensed Consolidated Statements of Comprehensive Income for the
Thirteen and Thirty-nine Weeks ended February 23, 2014 and February 24, 2013
|
|
|
||
|
||
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
Item 1
|
||
Item 1A
|
||
Item 2
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Item 6
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||
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||
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||
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||
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||
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||
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||
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Exhibit 101.1
|
|
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Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
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February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Net sales
|
$
|
4,389.7
|
|
|
$
|
3,833.8
|
|
|
$
|
13,267.1
|
|
|
$
|
10,863.3
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
3,414.5
|
|
|
2,962.9
|
|
|
10,450.1
|
|
|
8,262.2
|
|
||||
Selling, general and administrative expenses
|
550.2
|
|
|
611.7
|
|
|
1,681.4
|
|
|
1,556.0
|
|
||||
Interest expense, net
|
95.0
|
|
|
70.6
|
|
|
286.0
|
|
|
173.3
|
|
||||
Income from continuing operations before income taxes and equity method investment earnings
|
330.0
|
|
|
188.6
|
|
|
849.6
|
|
|
871.8
|
|
||||
Income tax expense
|
90.3
|
|
|
77.7
|
|
|
240.9
|
|
|
311.2
|
|
||||
Equity method investment earnings
|
11.2
|
|
|
12.0
|
|
|
20.6
|
|
|
32.4
|
|
||||
Income from continuing operations
|
250.9
|
|
|
122.9
|
|
|
629.3
|
|
|
593.0
|
|
||||
Income (loss) from discontinued operations, net of tax
|
(14.0
|
)
|
|
0.5
|
|
|
7.2
|
|
|
(0.9
|
)
|
||||
Net income
|
$
|
236.9
|
|
|
$
|
123.4
|
|
|
$
|
636.5
|
|
|
$
|
592.1
|
|
Less: Net income attributable to noncontrolling interests
|
2.6
|
|
|
3.4
|
|
|
9.2
|
|
|
10.4
|
|
||||
Net income attributable to ConAgra Foods, Inc.
|
$
|
234.3
|
|
|
$
|
120.0
|
|
|
$
|
627.3
|
|
|
$
|
581.7
|
|
Earnings per share — basic
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.59
|
|
|
$
|
0.29
|
|
|
$
|
1.47
|
|
|
$
|
1.42
|
|
Income (loss) from discontinued operations attributable to ConAgra Foods, Inc. common stockholders
|
(0.03
|
)
|
|
—
|
|
|
0.02
|
|
|
—
|
|
||||
Net income attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.56
|
|
|
$
|
0.29
|
|
|
$
|
1.49
|
|
|
$
|
1.42
|
|
Earnings per share — diluted
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.58
|
|
|
$
|
0.28
|
|
|
$
|
1.45
|
|
|
$
|
1.40
|
|
Income (loss) from discontinued operations attributable to ConAgra Foods, Inc. common stockholders
|
(0.03
|
)
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
||||
Net income attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.55
|
|
|
$
|
0.29
|
|
|
$
|
1.46
|
|
|
$
|
1.40
|
|
Cash dividends declared per common share
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.75
|
|
|
$
|
0.74
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Net income
|
$
|
236.9
|
|
|
$
|
123.4
|
|
|
$
|
636.5
|
|
|
$
|
592.1
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Derivative adjustments, net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized derivative adjustments
|
(8.1
|
)
|
|
32.3
|
|
|
31.2
|
|
|
29.2
|
|
||||
Reclassification for derivative adjustments included in net income
|
34.4
|
|
|
0.1
|
|
|
34.5
|
|
|
0.2
|
|
||||
Unrealized gains (losses) on available-for-sale securities, net of tax
|
(0.2
|
)
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
||||
Unrealized currency translation gains (losses)
|
(29.5
|
)
|
|
(4.6
|
)
|
|
(50.5
|
)
|
|
14.0
|
|
||||
Pension and postretirement healthcare liabilities, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized pension and postretirement healthcare liabilities
|
—
|
|
|
(5.8
|
)
|
|
0.2
|
|
|
(5.6
|
)
|
||||
Reclassification for pension and postretirement healthcare liabilities included in net income
|
0.6
|
|
|
0.1
|
|
|
1.6
|
|
|
1.0
|
|
||||
Comprehensive income
|
234.1
|
|
|
145.6
|
|
|
653.7
|
|
|
631.0
|
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
3.2
|
|
|
5.3
|
|
|
(0.1
|
)
|
|
12.2
|
|
||||
Comprehensive income attributable to ConAgra Foods, Inc.
|
$
|
230.9
|
|
|
$
|
140.3
|
|
|
$
|
653.8
|
|
|
$
|
618.8
|
|
|
February 23,
2014 |
|
May 26,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
239.2
|
|
|
$
|
183.9
|
|
Receivables, less allowance for doubtful accounts of $7.4 and $7.6
|
1,275.6
|
|
|
1,279.4
|
|
||
Inventories
|
2,498.7
|
|
|
2,340.9
|
|
||
Prepaid expenses and other current assets
|
451.1
|
|
|
510.8
|
|
||
Current assets held for sale
|
56.0
|
|
|
64.8
|
|
||
Total current assets
|
4,520.6
|
|
|
4,379.8
|
|
||
Property, plant and equipment
|
7,459.8
|
|
|
7,086.9
|
|
||
Less accumulated depreciation
|
(3,640.1
|
)
|
|
(3,329.3
|
)
|
||
Property, plant and equipment, net
|
3,819.7
|
|
|
3,757.6
|
|
||
Goodwill
|
8,427.2
|
|
|
8,426.7
|
|
||
Brands, trademarks and other intangibles, net
|
3,308.2
|
|
|
3,403.6
|
|
||
Other assets
|
270.7
|
|
|
293.5
|
|
||
Noncurrent assets held for sale
|
86.9
|
|
|
144.1
|
|
||
|
$
|
20,433.3
|
|
|
$
|
20,405.3
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
145.6
|
|
|
$
|
185.0
|
|
Current installments of long-term debt
|
585.1
|
|
|
517.9
|
|
||
Accounts payable
|
1,486.0
|
|
|
1,498.1
|
|
||
Accrued payroll
|
167.4
|
|
|
287.0
|
|
||
Other accrued liabilities
|
850.1
|
|
|
908.5
|
|
||
Current liabilities held for sale
|
6.3
|
|
|
4.8
|
|
||
Total current liabilities
|
3,240.5
|
|
|
3,401.3
|
|
||
Senior long-term debt, excluding current installments
|
8,564.8
|
|
|
8,691.0
|
|
||
Subordinated debt
|
195.9
|
|
|
195.9
|
|
||
Other noncurrent liabilities
|
2,714.1
|
|
|
2,754.0
|
|
||
Noncurrent liabilities held for sale
|
0.2
|
|
|
0.1
|
|
||
Total liabilities
|
14,715.5
|
|
|
15,042.3
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Common stockholders' equity
|
|
|
|
||||
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 567,907,172
|
2,839.7
|
|
|
2,839.7
|
|
||
Additional paid-in capital
|
1,028.6
|
|
|
1,006.2
|
|
||
Retained earnings
|
5,440.4
|
|
|
5,129.5
|
|
||
Accumulated other comprehensive loss
|
(169.7
|
)
|
|
(196.1
|
)
|
||
Less treasury stock, at cost, 146,754,484 and 148,442,086 common shares
|
(3,512.4
|
)
|
|
(3,514.9
|
)
|
||
Total ConAgra Foods, Inc. common stockholders' equity
|
5,626.6
|
|
|
5,264.4
|
|
||
Noncontrolling interests
|
91.2
|
|
|
98.6
|
|
||
Total stockholders' equity
|
5,717.8
|
|
|
5,363.0
|
|
||
|
$
|
20,433.3
|
|
|
$
|
20,405.3
|
|
|
Thirty-nine weeks ended
|
||||||
|
February 23,
2014 |
|
February 24,
2013 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
636.5
|
|
|
$
|
592.1
|
|
Income (loss) from discontinued operations
|
7.2
|
|
|
(0.9
|
)
|
||
Income from continuing operations
|
629.3
|
|
|
593.0
|
|
||
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
447.4
|
|
|
298.1
|
|
||
Asset impairment charges
|
34.5
|
|
|
19.8
|
|
||
Earnings of affiliates in excess of distributions
|
(2.9
|
)
|
|
(11.8
|
)
|
||
Share-based payments expense
|
45.9
|
|
|
52.8
|
|
||
Contributions to pension plans
|
(13.7
|
)
|
|
(14.7
|
)
|
||
Pension expense
|
(6.7
|
)
|
|
16.5
|
|
||
Terminated forward starting swap payable
|
54.9
|
|
|
—
|
|
||
Other items
|
1.4
|
|
|
(37.7
|
)
|
||
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable
|
14.2
|
|
|
(12.8
|
)
|
||
Inventory
|
(157.8
|
)
|
|
(234.8
|
)
|
||
Deferred income taxes and income taxes payable, net
|
47.1
|
|
|
68.1
|
|
||
Prepaid expenses and other current assets
|
(22.4
|
)
|
|
(32.7
|
)
|
||
Accounts payable
|
(10.3
|
)
|
|
43.8
|
|
||
Accrued payroll
|
(119.5
|
)
|
|
88.0
|
|
||
Other accrued liabilities
|
(4.0
|
)
|
|
(54.8
|
)
|
||
Net cash flows from operating activities — continuing operations
|
937.4
|
|
|
780.8
|
|
||
Net cash flows from operating activities — discontinued operations
|
4.9
|
|
|
0.9
|
|
||
Net cash flows from operating activities
|
942.3
|
|
|
781.7
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(471.0
|
)
|
|
(286.0
|
)
|
||
Sale of property, plant and equipment
|
15.0
|
|
|
7.6
|
|
||
Purchase of businesses, net of cash acquired
|
(40.9
|
)
|
|
(5,017.7
|
)
|
||
Investment in equity method investee
|
—
|
|
|
(1.8
|
)
|
||
Net cash flows from investing activities — continuing operations
|
(496.9
|
)
|
|
(5,297.9
|
)
|
||
Net cash flows from investing activities — discontinued operations
|
53.1
|
|
|
(3.1
|
)
|
||
Net cash flows from investing activities
|
(443.8
|
)
|
|
(5,301.0
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net short-term borrowings
|
(39.3
|
)
|
|
(38.9
|
)
|
||
Issuance of long-term debt
|
—
|
|
|
6,217.7
|
|
||
Debt issuance costs
|
—
|
|
|
(56.6
|
)
|
||
Repayment of long-term debt
|
(71.2
|
)
|
|
(911.8
|
)
|
||
Issuance of ConAgra Foods, Inc. common shares
|
—
|
|
|
269.3
|
|
||
Repurchase of ConAgra Foods, Inc. common shares
|
(100.0
|
)
|
|
(245.0
|
)
|
||
Cash dividends paid
|
(315.5
|
)
|
|
(296.6
|
)
|
||
Exercise of stock options and issuance of other stock awards
|
87.4
|
|
|
197.2
|
|
||
Other items
|
—
|
|
|
2.2
|
|
||
Net cash flows from financing activities
|
(438.6
|
)
|
|
5,137.5
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(4.6
|
)
|
|
2.6
|
|
||
Net change in cash and cash equivalents
|
55.3
|
|
|
620.8
|
|
||
Cash and cash equivalents at beginning of period
|
183.9
|
|
|
103.0
|
|
||
Cash and cash equivalents at end of period
|
$
|
239.2
|
|
|
$
|
723.8
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Net derivative adjustment
|
$
|
15.6
|
|
|
$
|
19.1
|
|
|
$
|
38.9
|
|
|
$
|
17.4
|
|
Unrealized gains (losses) on available-for-sale securities
|
(0.1
|
)
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Pension and postretirement healthcare liabilities
|
0.2
|
|
|
(1.8
|
)
|
|
0.9
|
|
|
(1.2
|
)
|
||||
|
$
|
15.7
|
|
|
$
|
17.4
|
|
|
$
|
39.9
|
|
|
$
|
16.3
|
|
|
Amount reclassified from Accumulated Other Comprehensive Loss
1
|
|
Affected Line Item in the Condensed Consolidated Statement of Earnings
|
||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
|
|
||||
Net derivative adjustment:
|
|
|
|
|
|
||||
Fair value hedges
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
Interest expense, net
|
Cash flow hedges
|
(0.1
|
)
|
|
(0.2
|
)
|
|
Interest expense, net
|
||
Cash flow hedges
2
|
54.9
|
|
|
54.9
|
|
|
Selling, general and administrative expenses
|
||
|
54.9
|
|
|
55.0
|
|
|
Total before tax
|
||
|
(20.5
|
)
|
|
(20.5
|
)
|
|
Income tax benefit
2
|
||
|
$
|
34.4
|
|
|
$
|
34.5
|
|
|
Net of tax
|
Amortization of pension and postretirement healthcare liabilities:
|
|
|
|
|
|
||||
Net prior service cost
|
$
|
(0.8
|
)
|
|
$
|
(2.5
|
)
|
|
Selling, general and administrative expenses
|
Net actuarial losses
|
1.7
|
|
|
5.0
|
|
|
Selling, general and administrative expenses
|
||
|
0.9
|
|
|
2.5
|
|
|
Total before tax
|
||
|
(0.3
|
)
|
|
(0.9
|
)
|
|
Income tax benefit
|
||
|
$
|
0.6
|
|
|
$
|
1.6
|
|
|
Net of tax
|
|
January 29,
2013 |
||
Assets acquired:
|
|
||
Cash and cash equivalents
|
$
|
320.7
|
|
Other current assets
|
899.0
|
|
|
Current assets held for sale
|
14.1
|
|
|
Property, plant and equipment
|
955.9
|
|
|
Goodwill
|
4,360.6
|
|
|
Brands, trademarks and other intangibles
|
2,152.7
|
|
|
Other assets
|
27.7
|
|
|
Noncurrent assets held for sale
|
57.2
|
|
|
Total assets acquired
|
$
|
8,787.9
|
|
Liabilities assumed:
|
|
|
|
Current liabilities
|
$
|
616.2
|
|
Current liabilities held for sale
|
4.6
|
|
|
Noncurrent liabilities
|
3,097.3
|
|
|
Noncurrent liabilities held for sale
|
0.1
|
|
|
Total liabilities assumed
|
$
|
3,718.2
|
|
Net assets acquired
|
$
|
5,069.7
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||
|
February 24,
2013 |
|
February 24,
2013 |
||||
Pro forma net sales
|
$
|
4,511.8
|
|
|
$
|
13,728.9
|
|
Pro forma net income from continuing operations
|
$
|
179.5
|
|
|
$
|
647.8
|
|
Pro forma net income from continuing operations per share—basic
|
$
|
0.44
|
|
|
$
|
1.59
|
|
Pro forma net income from continuing operations per share—diluted
|
$
|
0.43
|
|
|
$
|
1.56
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 23, 2014
|
|
February 24, 2013
|
|
February 23, 2014
|
|
February 24, 2013
|
||||||||
Net sales
|
$
|
16.9
|
|
|
$
|
14.7
|
|
|
$
|
62.0
|
|
|
$
|
32.6
|
|
Long-lived asset impairment charge
|
(25.4
|
)
|
|
—
|
|
|
(25.4
|
)
|
|
—
|
|
||||
Income (loss) from operations of discontinued operations before income taxes
|
1.9
|
|
|
0.8
|
|
|
39.1
|
|
|
(1.4
|
)
|
||||
Income (loss) before income taxes
|
(23.5
|
)
|
|
0.8
|
|
|
13.7
|
|
|
(1.4
|
)
|
||||
Income tax expense (benefit)
|
(9.5
|
)
|
|
0.3
|
|
|
6.5
|
|
|
(0.5
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
$
|
(14.0
|
)
|
|
$
|
0.5
|
|
|
$
|
7.2
|
|
|
$
|
(0.9
|
)
|
|
|
February 23, 2014
|
|
May 26, 2013
|
||||
Receivables, less allowance for doubtful accounts
|
|
$
|
7.8
|
|
|
$
|
6.8
|
|
Inventories
|
|
45.8
|
|
|
53.3
|
|
||
Prepaids and other current assets
|
|
2.4
|
|
|
4.7
|
|
||
Current assets held for sale
|
|
$
|
56.0
|
|
|
$
|
64.8
|
|
Property, plant and equipment, net
|
|
$
|
80.9
|
|
|
$
|
101.7
|
|
Goodwill
|
|
—
|
|
|
24.0
|
|
||
Brands, trademarks and other intangibles, net
|
|
6.0
|
|
|
18.4
|
|
||
Noncurrent assets held for sale
|
|
$
|
86.9
|
|
|
$
|
144.1
|
|
Accounts payable
|
|
$
|
4.5
|
|
|
$
|
3.4
|
|
Accrued payroll
|
|
0.2
|
|
|
0.1
|
|
||
Other accrued liabilities
|
|
1.6
|
|
|
1.3
|
|
||
Current liabilities held for sale
|
|
$
|
6.3
|
|
|
$
|
4.8
|
|
Other noncurrent liabilities
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
Noncurrent liabilities held for sale
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
Consumer Foods
|
|
Corporate
|
|
Private Brands
|
|
Total
|
||||||||
Multi-employer pension costs
|
$
|
—
|
|
|
$
|
11.2
|
|
|
$
|
—
|
|
|
$
|
11.2
|
|
Other cost of goods sold
|
0.5
|
|
|
—
|
|
|
0.9
|
|
|
1.4
|
|
||||
Total cost of goods sold
|
$
|
0.5
|
|
|
$
|
11.2
|
|
|
$
|
0.9
|
|
|
$
|
12.6
|
|
Severance and related costs
|
$
|
1.5
|
|
|
$
|
113.9
|
|
|
$
|
9.5
|
|
|
$
|
124.9
|
|
Accelerated depreciation
|
—
|
|
|
1.9
|
|
|
19.0
|
|
|
20.9
|
|
||||
Fixed asset impairment / Loss on disposal
|
—
|
|
|
—
|
|
|
3.4
|
|
|
3.4
|
|
||||
Other selling, general and administrative expenses
|
0.6
|
|
|
27.0
|
|
|
90.6
|
|
|
118.2
|
|
||||
Total selling, general and administrative expenses
|
$
|
2.1
|
|
|
$
|
142.8
|
|
|
$
|
122.5
|
|
|
$
|
267.4
|
|
Consolidated total
|
$
|
2.6
|
|
|
$
|
154.0
|
|
|
$
|
123.4
|
|
|
$
|
280.0
|
|
|
Consumer Foods
|
|
Corporate
|
|
Private Brands
|
|
Total
|
||||||||
Cost of goods sold
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
Severance and related costs
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
9.3
|
|
|
$
|
10.9
|
|
Asset impairment
|
—
|
|
|
—
|
|
|
3.4
|
|
|
3.4
|
|
||||
Accelerated depreciation
|
—
|
|
|
0.1
|
|
|
6.6
|
|
|
6.7
|
|
||||
Other selling, general and administrative expenses
|
—
|
|
|
1.1
|
|
|
0.9
|
|
|
2.0
|
|
||||
Total selling, general and administrative expenses
|
$
|
0.8
|
|
|
$
|
2.0
|
|
|
$
|
20.2
|
|
|
$
|
23.0
|
|
Consolidated total
|
$
|
1.1
|
|
|
$
|
2.0
|
|
|
$
|
20.4
|
|
|
$
|
23.5
|
|
|
Consumer Foods
|
|
Corporate
|
|
Private Brands
|
|
Total
|
||||||||
Cost of goods sold
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
Severance and related costs
|
$
|
1.4
|
|
|
$
|
14.1
|
|
|
$
|
9.3
|
|
|
$
|
24.8
|
|
Asset impairment
|
—
|
|
|
—
|
|
|
3.4
|
|
|
3.4
|
|
||||
Accelerated depreciation
|
—
|
|
|
0.1
|
|
|
6.6
|
|
|
6.7
|
|
||||
Other selling, general and administrative expenses
|
—
|
|
|
1.4
|
|
|
1.1
|
|
|
2.5
|
|
||||
Total selling, general and administrative expenses
|
$
|
1.4
|
|
|
$
|
15.6
|
|
|
$
|
20.4
|
|
|
$
|
37.4
|
|
Consolidated total
|
$
|
1.9
|
|
|
$
|
15.6
|
|
|
$
|
20.6
|
|
|
$
|
38.1
|
|
|
Consumer Foods
|
|
Corporate
|
|
Private Brands
|
|
Total
|
||||||||
Multi-employer pension costs
|
$
|
—
|
|
|
$
|
11.2
|
|
|
$
|
—
|
|
|
$
|
11.2
|
|
Other cost of goods sold
|
0.5
|
|
|
—
|
|
|
0.2
|
|
|
0.7
|
|
||||
Total cost of goods sold
|
$
|
0.5
|
|
|
$
|
11.2
|
|
|
$
|
0.2
|
|
|
$
|
11.9
|
|
Severance and related costs
|
$
|
1.4
|
|
|
$
|
31.3
|
|
|
$
|
9.3
|
|
|
$
|
42.0
|
|
Asset impairment
|
—
|
|
|
—
|
|
|
3.4
|
|
|
3.4
|
|
||||
Accelerated depreciation
|
—
|
|
|
0.1
|
|
|
6.6
|
|
|
6.7
|
|
||||
Other selling, general and administrative expenses
|
—
|
|
|
1.4
|
|
|
1.1
|
|
|
2.5
|
|
||||
Total selling, general and administrative expenses
|
$
|
1.4
|
|
|
$
|
32.8
|
|
|
$
|
20.4
|
|
|
$
|
54.6
|
|
Consolidated total
|
$
|
1.9
|
|
|
$
|
44.0
|
|
|
$
|
20.6
|
|
|
$
|
66.5
|
|
|
Balance at May 26,
2013 |
|
Costs Incurred
and Charged
to Expense
|
|
Costs Paid
or Otherwise Settled
|
|
Balance at February 23,
2014 |
||||||||
Severance
|
$
|
17.2
|
|
|
$
|
24.8
|
|
|
$
|
(19.1
|
)
|
|
$
|
22.9
|
|
Multi-employer pension and other costs
|
11.2
|
|
|
3.2
|
|
|
(1.1
|
)
|
|
13.3
|
|
||||
Total
|
$
|
28.4
|
|
|
$
|
28.0
|
|
|
$
|
(20.2
|
)
|
|
$
|
36.2
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Long-term debt
|
$
|
98.2
|
|
|
$
|
70.9
|
|
|
$
|
297.3
|
|
|
$
|
177.8
|
|
Short-term debt
|
0.4
|
|
|
2.1
|
|
|
1.2
|
|
|
2.4
|
|
||||
Interest income
|
(0.4
|
)
|
|
(0.9
|
)
|
|
(1.7
|
)
|
|
(2.4
|
)
|
||||
Interest capitalized
|
(3.2
|
)
|
|
(1.5
|
)
|
|
(10.8
|
)
|
|
(4.5
|
)
|
||||
|
$
|
95.0
|
|
|
$
|
70.6
|
|
|
$
|
286.0
|
|
|
$
|
173.3
|
|
|
February 23,
2014 |
|
May 26,
2013 |
||||
Cash and cash equivalents
|
$
|
17.4
|
|
|
$
|
8.9
|
|
Receivables, less allowance for doubtful accounts
|
19.0
|
|
|
16.4
|
|
||
Inventories
|
1.4
|
|
|
1.4
|
|
||
Prepaid expenses and other current assets
|
0.4
|
|
|
0.4
|
|
||
Property, plant and equipment, net
|
52.6
|
|
|
54.8
|
|
||
Goodwill
|
18.8
|
|
|
18.8
|
|
||
Brands, trademarks and other intangibles, net
|
6.9
|
|
|
7.5
|
|
||
Total assets
|
$
|
116.5
|
|
|
$
|
108.2
|
|
Accounts payable
|
$
|
13.6
|
|
|
$
|
8.9
|
|
Accrued payroll
|
0.7
|
|
|
0.6
|
|
||
Other accrued liabilities
|
0.8
|
|
|
0.7
|
|
||
Other noncurrent liabilities (noncontrolling interest)
|
32.5
|
|
|
30.7
|
|
||
Total liabilities
|
$
|
47.6
|
|
|
$
|
40.9
|
|
|
Consumer
Foods
|
|
Commercial
Foods
|
|
Private Brands
|
|
Total
|
||||||||
Balance as of May 26, 2013
|
$
|
3,760.5
|
|
|
$
|
857.4
|
|
|
$
|
3,808.8
|
|
|
$
|
8,426.7
|
|
Currency translation and purchase accounting adjustments
|
(21.7
|
)
|
|
0.4
|
|
|
21.8
|
|
|
0.5
|
|
||||
Balance as of February 23, 2014
|
$
|
3,738.8
|
|
|
$
|
857.8
|
|
|
$
|
3,830.6
|
|
|
$
|
8,427.2
|
|
|
February 23, 2014
|
|
May 26, 2013
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Non-amortizing intangible assets
|
$
|
1,131.7
|
|
|
$
|
—
|
|
|
$
|
1,139.7
|
|
|
$
|
—
|
|
Amortizing intangible assets
|
2,381.9
|
|
|
205.4
|
|
|
2,385.9
|
|
|
122.0
|
|
||||
|
$
|
3,513.6
|
|
|
$
|
205.4
|
|
|
$
|
3,525.6
|
|
|
$
|
122.0
|
|
|
February 23,
2014 |
|
May 26,
2013 |
||||
Prepaid expenses and other current assets
|
$
|
87.0
|
|
|
$
|
78.6
|
|
Other accrued liabilities
|
35.1
|
|
|
137.9
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Interest rate swap contracts
|
Prepaid expenses and other current assets
|
|
$
|
5.6
|
|
|
Other accrued liabilities
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
5.6
|
|
|
|
|
$
|
—
|
|
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
70.1
|
|
|
Other accrued liabilities
|
|
$
|
39.6
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
24.8
|
|
|
Other accrued liabilities
|
|
4.8
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
1.1
|
|
|
Other accrued liabilities
|
|
—
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
96.0
|
|
|
|
|
$
|
44.4
|
|
Total derivatives
|
|
|
$
|
101.6
|
|
|
|
|
$
|
44.4
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Interest rate swap contracts
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Other accrued liabilities
|
|
$
|
104.5
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
—
|
|
|
|
|
$
|
104.5
|
|
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
70.7
|
|
|
Other accrued liabilities
|
|
$
|
53.7
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
18.4
|
|
|
Other accrued liabilities
|
|
2.4
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
2.0
|
|
|
Other accrued liabilities
|
|
—
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
91.1
|
|
|
|
|
$
|
56.1
|
|
Total derivatives
|
|
|
$
|
91.1
|
|
|
|
|
$
|
160.6
|
|
Derivatives Not Designated as Hedging Instruments
|
|
Location in Condensed Consolidated Statement of Earnings of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Condensed Consolidated
Statement of Earnings for
the Thirteen Weeks Ended
|
||||||
February 23, 2014
|
|
February 24, 2013
|
||||||||
Commodity contracts
|
|
Net sales
|
|
$
|
(4.6
|
)
|
|
$
|
(8.8
|
)
|
Commodity contracts
|
|
Cost of goods sold
|
|
66.0
|
|
|
22.1
|
|
||
Foreign exchange contracts
|
|
Cost of goods sold
|
|
1.6
|
|
|
12.7
|
|
||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
6.6
|
|
|
5.5
|
|
||
Interest rate contracts
|
|
Selling, general and administrative expense
|
|
(54.9
|
)
|
|
—
|
|
||
Total gain from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
14.7
|
|
|
$
|
31.5
|
|
Derivatives Not Designated as Hedging Instruments
|
|
Location in Condensed Consolidated Statement of Earnings of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Condensed Consolidated
Statement of Earnings for
the Thirty-nine Weeks Ended
|
||||||
February 23, 2014
|
|
February 24, 2013
|
||||||||
Commodity contracts
|
|
Net sales
|
|
$
|
(6.6
|
)
|
|
$
|
(9.5
|
)
|
Commodity contracts
|
|
Cost of goods sold
|
|
83.4
|
|
|
148.4
|
|
||
Foreign exchange contracts
|
|
Cost of goods sold
|
|
2.5
|
|
|
14.0
|
|
||
Commodity contracts
|
|
Selling, general and administrative expense
|
|
—
|
|
|
0.1
|
|
||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
7.9
|
|
|
(1.0
|
)
|
||
Interest rate contracts
|
|
Selling, general and administrative expense
|
|
(54.9
|
)
|
|
—
|
|
||
Total gain from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
32.3
|
|
|
$
|
152.0
|
|
Expected volatility (%)
|
21.13
|
Dividend yield (%)
|
3.24
|
Risk-free interest rate (%)
|
1.37
|
Expected life of stock option (years)
|
4.91
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Net income available to ConAgra Foods, Inc. common stockholders:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
248.3
|
|
|
$
|
119.5
|
|
|
$
|
620.1
|
|
|
$
|
582.6
|
|
Income (loss) from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders
|
(14.0
|
)
|
|
0.5
|
|
|
7.2
|
|
|
(0.9
|
)
|
||||
Net income attributable to ConAgra Foods, Inc. common stockholders
|
$
|
234.3
|
|
|
$
|
120.0
|
|
|
$
|
627.3
|
|
|
$
|
581.7
|
|
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated
|
0.5
|
|
|
0.4
|
|
|
1.3
|
|
|
1.2
|
|
||||
Net income available to ConAgra Foods, Inc. common stockholders
|
$
|
233.8
|
|
|
$
|
119.6
|
|
|
$
|
626.0
|
|
|
$
|
580.5
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
421.2
|
|
|
410.7
|
|
|
421.1
|
|
|
408.4
|
|
||||
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities
|
6.1
|
|
|
7.1
|
|
|
6.3
|
|
|
6.1
|
|
||||
Diluted weighted average shares outstanding
|
427.3
|
|
|
417.8
|
|
|
427.4
|
|
|
414.5
|
|
|
February 23,
2014 |
|
May 26,
2013 |
||||
Raw materials and packaging
|
$
|
770.6
|
|
|
$
|
694.0
|
|
Work in process
|
151.2
|
|
|
118.1
|
|
||
Finished goods
|
1,440.9
|
|
|
1,394.6
|
|
||
Supplies and other
|
136.0
|
|
|
134.2
|
|
||
Total
|
$
|
2,498.7
|
|
|
$
|
2,340.9
|
|
|
Pension Benefits
|
||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Service cost
|
$
|
22.3
|
|
|
$
|
20.6
|
|
|
$
|
66.8
|
|
|
$
|
60.9
|
|
Interest cost
|
37.7
|
|
|
37.6
|
|
|
113.3
|
|
|
110.8
|
|
||||
Expected return on plan assets
|
(63.3
|
)
|
|
(54.1
|
)
|
|
(189.7
|
)
|
|
(158.6
|
)
|
||||
Amortization of prior service cost
|
1.1
|
|
|
1.0
|
|
|
2.9
|
|
|
2.6
|
|
||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Benefit cost — Company plans
|
(2.2
|
)
|
|
5.1
|
|
|
(6.7
|
)
|
|
16.5
|
|
||||
Pension benefit cost — multi-employer plans
|
2.7
|
|
|
1.9
|
|
|
9.4
|
|
|
6.2
|
|
||||
Total benefit cost
|
$
|
0.5
|
|
|
$
|
7.0
|
|
|
$
|
2.7
|
|
|
$
|
22.7
|
|
|
Postretirement Benefits
|
||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
Interest cost
|
2.5
|
|
|
2.6
|
|
|
7.3
|
|
|
7.6
|
|
||||
Amortization of prior service cost
|
(1.8
|
)
|
|
(2.1
|
)
|
|
(5.4
|
)
|
|
(6.3
|
)
|
||||
Recognized net actuarial loss
|
1.6
|
|
|
1.5
|
|
|
5.0
|
|
|
4.5
|
|
||||
Total cost
|
$
|
2.4
|
|
|
$
|
2.2
|
|
|
$
|
7.4
|
|
|
$
|
6.2
|
|
|
ConAgra Foods, Inc. Stockholders' Equity
|
|||||||||||||||||||||||||||||
|
Common
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
Balance at May 26, 2013
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,006.2
|
|
|
$
|
5,129.5
|
|
|
$
|
(196.1
|
)
|
|
$
|
(3,514.9
|
)
|
|
$
|
98.6
|
|
|
$
|
5,363.0
|
|
Stock option and incentive plans
|
|
|
|
|
23.6
|
|
|
(0.4
|
)
|
|
|
|
102.5
|
|
|
|
|
125.7
|
|
|||||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
(41.3
|
)
|
|
|
|
(9.2
|
)
|
|
(50.5
|
)
|
||||||||||||
Issuance of treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
(100.0
|
)
|
|
|
|
(100.0
|
)
|
|||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
0.2
|
|
|||||||||||||
Derivative adjustment, net of reclassification adjustment
|
|
|
|
|
|
|
|
|
65.7
|
|
|
|
|
|
|
65.7
|
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
1.8
|
|
|
0.6
|
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
1.8
|
|
|
|
|
|
|
1.8
|
|
|||||||||||||
Dividends declared on common stock; $0.75 per share
|
|
|
|
|
|
|
(316.0
|
)
|
|
|
|
|
|
|
|
(316.0
|
)
|
|||||||||||||
Net income attributable to ConAgra Foods, Inc.
|
|
|
|
|
|
|
627.3
|
|
|
|
|
|
|
|
|
627.3
|
|
|||||||||||||
Balance at February 23, 2014
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,028.6
|
|
|
$
|
5,440.4
|
|
|
$
|
(169.7
|
)
|
|
$
|
(3,512.4
|
)
|
|
$
|
91.2
|
|
|
$
|
5,717.8
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
13.7
|
|
|
$
|
73.3
|
|
|
$
|
—
|
|
|
$
|
87.0
|
|
Available-for-sale securities
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
||||
Deferred compensation assets
|
5.7
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
||||
Total assets
|
$
|
21.6
|
|
|
$
|
73.3
|
|
|
$
|
—
|
|
|
$
|
94.9
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
35.1
|
|
|
$
|
—
|
|
|
$
|
35.1
|
|
Deferred compensation liabilities
|
42.1
|
|
|
—
|
|
|
—
|
|
|
42.1
|
|
||||
Total liabilities
|
$
|
42.1
|
|
|
$
|
35.1
|
|
|
$
|
—
|
|
|
$
|
77.2
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
13.9
|
|
|
$
|
64.7
|
|
|
$
|
—
|
|
|
$
|
78.6
|
|
Available-for-sale securities
|
6.1
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
||||
Deferred compensation assets
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||
Total assets
|
$
|
26.9
|
|
|
$
|
64.7
|
|
|
$
|
—
|
|
|
$
|
91.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
137.9
|
|
|
$
|
—
|
|
|
$
|
137.9
|
|
Deferred compensation liabilities
|
35.9
|
|
|
—
|
|
|
—
|
|
|
35.9
|
|
||||
Total liabilities
|
$
|
35.9
|
|
|
$
|
137.9
|
|
|
$
|
—
|
|
|
$
|
173.8
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
1,870.4
|
|
|
$
|
1,939.0
|
|
|
$
|
5,535.9
|
|
|
$
|
5,629.3
|
|
Commercial Foods
|
1,456.0
|
|
|
1,466.9
|
|
|
4,563.9
|
|
|
4,455.8
|
|
||||
Private Brands
|
1,063.3
|
|
|
427.9
|
|
|
3,167.3
|
|
|
778.2
|
|
||||
Total net sales
|
$
|
4,389.7
|
|
|
$
|
3,833.8
|
|
|
$
|
13,267.1
|
|
|
$
|
10,863.3
|
|
Operating profit
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
266.3
|
|
|
$
|
264.6
|
|
|
$
|
722.3
|
|
|
$
|
730.0
|
|
Commercial Foods
|
163.5
|
|
|
186.2
|
|
|
493.8
|
|
|
541.9
|
|
||||
Private Brands
|
44.7
|
|
|
7.0
|
|
|
198.1
|
|
|
20.9
|
|
||||
Total operating profit
|
$
|
474.5
|
|
|
$
|
457.8
|
|
|
$
|
1,414.2
|
|
|
$
|
1,292.8
|
|
Equity method investment earnings
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
1.2
|
|
|
$
|
0.7
|
|
|
$
|
2.1
|
|
|
$
|
1.3
|
|
Commercial Foods
|
10.0
|
|
|
11.3
|
|
|
18.5
|
|
|
31.1
|
|
||||
Total equity method investment earnings
|
$
|
11.2
|
|
|
$
|
12.0
|
|
|
$
|
20.6
|
|
|
$
|
32.4
|
|
Operating profit plus equity method investment earnings
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
267.5
|
|
|
$
|
265.3
|
|
|
$
|
724.4
|
|
|
$
|
731.3
|
|
Commercial Foods
|
173.5
|
|
|
197.5
|
|
|
512.3
|
|
|
573.0
|
|
||||
Private Brands
|
44.7
|
|
|
7.0
|
|
|
198.1
|
|
|
20.9
|
|
||||
Total operating profit plus equity method investment earnings
|
$
|
485.7
|
|
|
$
|
469.8
|
|
|
$
|
1,434.8
|
|
|
$
|
1,325.2
|
|
General corporate expense
|
$
|
49.5
|
|
|
$
|
198.6
|
|
|
$
|
278.6
|
|
|
$
|
247.7
|
|
Interest expense, net
|
95.0
|
|
|
70.6
|
|
|
286.0
|
|
|
173.3
|
|
||||
Income tax expense
|
90.3
|
|
|
77.7
|
|
|
240.9
|
|
|
311.2
|
|
||||
Income from continuing operations
|
$
|
250.9
|
|
|
$
|
122.9
|
|
|
$
|
629.3
|
|
|
$
|
593.0
|
|
Less: Net income attributable to noncontrolling interests
|
2.6
|
|
|
3.4
|
|
|
9.2
|
|
|
10.4
|
|
||||
Income from continuing operations attributable to ConAgra Foods, Inc.
|
$
|
248.3
|
|
|
$
|
119.5
|
|
|
$
|
620.1
|
|
|
$
|
582.6
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Net derivative gains (losses) incurred
|
$
|
42.9
|
|
|
$
|
(12.2
|
)
|
|
$
|
14.3
|
|
|
$
|
96.0
|
|
Less: Net derivative gains (losses) allocated to reporting segments
|
(9.4
|
)
|
|
14.7
|
|
|
(8.2
|
)
|
|
8.8
|
|
||||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
52.3
|
|
|
$
|
(26.9
|
)
|
|
$
|
22.5
|
|
|
$
|
87.2
|
|
Net derivative gains (losses) allocated to Consumer Foods
|
$
|
(4.4
|
)
|
|
$
|
11.9
|
|
|
$
|
(3.1
|
)
|
|
$
|
14.8
|
|
Net derivative gains (losses) allocated to Commercial Foods
|
0.9
|
|
|
1.7
|
|
|
2.1
|
|
|
(6.5
|
)
|
||||
Net derivative gains (losses) allocated to Private Brands
|
(5.9
|
)
|
|
1.1
|
|
|
(7.2
|
)
|
|
0.5
|
|
||||
Net derivative gains (losses) included in segment operating profit
|
$
|
(9.4
|
)
|
|
$
|
14.7
|
|
|
$
|
(8.2
|
)
|
|
$
|
8.8
|
|
•
|
a loss of $54.9 million ($34.4 million after-tax) related to forward starting swaps that were terminated in February 2014 upon the Company's decision to not refinance debt which matures in the fiscal fourth quarter of 2014,
|
•
|
charges of $26.4 million ($16.6 million after-tax) under our restructuring plans,
|
•
|
a charge of $16.5 million ($10.4 million after-tax) in connection with the impairment of a small production facility in our commercial business,
|
•
|
charges of $11.1 million ($7.0 million after-tax) in support of our integration of the former Ralcorp business, and
|
•
|
an income tax benefit of $16.7 million from tax items associated with the resolution of certain income tax matters related to dispositions of foreign operations in prior years and a change in estimate related to the tax methods used for certain international sales.
|
•
|
a loss of $54.9 million ($34.4 million after-tax) related to forward starting swaps that were terminated in February 2014 upon the Company's decision to not refinance debt which matures in the fiscal fourth quarter of 2014,
|
•
|
charges of $46.9 million ($29.4 million after-tax) under our restructuring plans,
|
•
|
charges of $43.9 million ($27.6 million after-tax) in support of our integration of the former Ralcorp business,
|
•
|
charges of $25.4 million ($15.9 million after-tax) in connection with the impairments of a small production facility in our commercial business and certain assets received in connection with the bankruptcy of an onion supplier,
|
•
|
$19.7 million ($12.1 million after-tax) of transaction-related costs,
|
•
|
a charge of $3.4 million ($2.6 million after-tax) reflecting the write-off of our share of actuarial losses in excess of 10% of the pension liability for an international potato venture, classified within equity method investment earnings, and
|
•
|
income tax benefits of $39.1 million from a change in estimate related to the tax methods used for certain international sales, a change in deferred state tax rates relating to the integration of Ralcorp activity for tax purposes, settlement of a tax issue in Mexico that was previously reserved, and the resolution of certain income tax matters related to dispositions of foreign operations in prior years.
|
•
|
$89.8 million ($60.8 million after-tax) of transaction-related costs,
|
•
|
incremental cost of goods of $16.7 million ($10.2 million after-tax) due to the fair value adjustment to inventory resulting from acquisition accounting for Ralcorp,
|
•
|
a charge of $10.2 million ($6.4 million after-tax) in connection with the impairment of certain assets received in connection with the bankruptcy of an onion supplier,
|
•
|
charges of $8.4 million ($5.2 million after-tax) of integration costs,
|
•
|
charges of $4.5 million ($2.8 million after-tax) related to environmental remediation matters related to Beatrice, Inc.,
|
•
|
charges of $5.1 million ($3.1 million after-tax) under our restructuring plans, and
|
•
|
incremental income tax expense of $13.3 million, principally from the income tax consequences of certain costs incurred in association with the Ralcorp acquisition.
|
•
|
$107.1 million ($75.1 million after-tax) of transaction-related costs,
|
•
|
incremental cost of goods of $16.7 million ($10.2 million after-tax) due to the fair value adjustment to inventory resulting from acquisition accounting for Ralcorp,
|
•
|
charges of $15.1 million ($9.2 million after-tax) under our restructuring plans,
|
•
|
a charge of $10.2 million ($6.4 million after-tax) in connection with the impairment of certain assets received in connection with the bankruptcy of an onion supplier,
|
•
|
charges of $8.4 million ($5.2 million after-tax) of integration costs,
|
•
|
a charge of $7.5 million ($7.5 million after-tax) in connection with legal matters associated with the 2007 peanut butter recall,
|
•
|
charges of $4.5 million ($2.8 million after-tax) related to environmental remediation matters related to Beatrice, Inc., and
|
•
|
incremental income tax expense of $13.3 million, principally from the income tax consequences of certain costs incurred in association with the Ralcorp acquisition.
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
($ in millions)
|
February 23,
2014 |
|
February 24,
2013 |
|
February 23,
2014 |
|
February 24,
2013 |
||||||||
Net derivative gains (losses) incurred
|
$
|
42.9
|
|
|
$
|
(12.2
|
)
|
|
$
|
14.3
|
|
|
$
|
96.0
|
|
Less: Net derivative gains (losses) allocated to reporting segments
|
(9.4
|
)
|
|
14.7
|
|
|
(8.2
|
)
|
|
8.8
|
|
||||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
52.3
|
|
|
$
|
(26.9
|
)
|
|
$
|
22.5
|
|
|
$
|
87.2
|
|
Net derivative gains (losses) allocated to Consumer Foods
|
$
|
(4.4
|
)
|
|
$
|
11.9
|
|
|
$
|
(3.1
|
)
|
|
$
|
14.8
|
|
Net derivative gains (losses) allocated to Commercial Foods
|
0.9
|
|
|
1.7
|
|
|
2.1
|
|
|
(6.5
|
)
|
||||
Net derivative gains (losses) allocated to Private Brands
|
(5.9
|
)
|
|
1.1
|
|
|
(7.2
|
)
|
|
0.5
|
|
||||
Net derivative gains (losses) included in segment operating profit
|
$
|
(9.4
|
)
|
|
$
|
14.7
|
|
|
$
|
(8.2
|
)
|
|
$
|
8.8
|
|
|
Net Sales
|
||||||||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||||||||
($ in millions)
Reporting Segment
|
February 23,
2014 |
|
February 24,
2013 |
|
% Inc
(Dec)
|
|
February 23,
2014 |
|
February 24,
2013 |
|
% Inc
(Dec)
|
||||||||||
Consumer Foods
|
$
|
1,870.4
|
|
|
$
|
1,939.0
|
|
|
(4
|
)%
|
|
$
|
5,535.9
|
|
|
$
|
5,629.3
|
|
|
(2
|
)%
|
Commercial Foods
|
1,456.0
|
|
|
1,466.9
|
|
|
(1
|
)%
|
|
4,563.9
|
|
|
4,455.8
|
|
|
2
|
%
|
||||
Private Brands
|
1,063.3
|
|
|
427.9
|
|
|
149
|
%
|
|
3,167.3
|
|
|
778.2
|
|
|
307
|
%
|
||||
Total
|
$
|
4,389.7
|
|
|
$
|
3,833.8
|
|
|
15
|
%
|
|
$
|
13,267.1
|
|
|
$
|
10,863.3
|
|
|
22
|
%
|
•
|
a decrease in incentive compensation expense of $47.6 million,
|
•
|
a decrease in advertising and promotion spending of $15.3 million,
|
•
|
a decrease in share-based compensation expense of $13.5 million,
|
•
|
a decrease in pension expense of $6.3 million, and
|
•
|
a charge of $16.5 million in connection with the impairment of a small production facility in our Commercial Foods segment.
|
•
|
a decrease in incentive compensation expense of $67.7 million,
|
•
|
a decrease of pension expense of $19.6 million,
|
•
|
a charge of $16.5 million in connection with the impairment of a small production facility in our Commercial Foods segment,
|
•
|
a decrease in advertising and promotion spending of $13.6 million,
|
•
|
a decrease in share-based compensation expense of $9.2 million, and
|
•
|
a charge of $8.9 million in connection with the impairment of certain assets received in connection with the bankruptcy of an onion supplier.
|
|
Operating Profit
|
||||||||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||||||||
($ in millions)
Reporting Segment
|
February 23,
2014 |
|
February 24,
2013 |
|
% Inc
(Dec)
|
|
February 23,
2014 |
|
February 24,
2013 |
|
% Inc
(Dec)
|
||||||||||
Consumer Foods
|
$
|
266.3
|
|
|
$
|
264.6
|
|
|
1
|
%
|
|
$
|
722.3
|
|
|
$
|
730.0
|
|
|
(1
|
)%
|
Commercial Foods
|
163.5
|
|
|
186.2
|
|
|
(12
|
)%
|
|
493.8
|
|
|
541.9
|
|
|
(9
|
)%
|
||||
Private Brands
|
44.7
|
|
|
7.0
|
|
|
539
|
%
|
|
198.1
|
|
|
20.9
|
|
|
848
|
%
|
|
Payments Due by Period
(in millions)
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5
Years
|
||||||||||
Long-term debt
|
$
|
9,160.6
|
|
|
$
|
577.7
|
|
|
$
|
1,001.3
|
|
|
$
|
2,659.9
|
|
|
$
|
4,921.7
|
|
Capital lease obligations
|
75.6
|
|
|
9.0
|
|
|
15.0
|
|
|
10.4
|
|
|
41.2
|
|
|||||
Operating lease obligations
|
504.5
|
|
|
94.5
|
|
|
152.5
|
|
|
108.4
|
|
|
149.1
|
|
|||||
Purchase obligations
1
|
1,144.4
|
|
|
870.5
|
|
|
186.2
|
|
|
67.3
|
|
|
20.4
|
|
|||||
Notes payable
|
145.6
|
|
|
145.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
11,030.7
|
|
|
$
|
1,697.3
|
|
|
$
|
1,355.0
|
|
|
$
|
2,846.0
|
|
|
$
|
5,132.4
|
|
|
Amount of Commitment Expiration Per Period
(in millions)
|
||||||||||||||||||
Other Commercial Commitments
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5
Years
|
||||||||||
Guarantees
|
$
|
45.4
|
|
|
$
|
23.6
|
|
|
$
|
8.8
|
|
|
$
|
6.5
|
|
|
$
|
6.5
|
|
Standby repurchase obligations
|
4.9
|
|
|
1.7
|
|
|
1.5
|
|
|
0.3
|
|
|
1.4
|
|
|||||
Other commitments
|
3.9
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
54.2
|
|
|
$
|
29.2
|
|
|
$
|
10.3
|
|
|
$
|
6.8
|
|
|
$
|
7.9
|
|
|
Fair Value Impact
|
||||||
In Millions
|
Average
During Thirty-nine Weeks
Ended February 23, 2014
|
|
Average
During Thirty-nine Weeks
Ended February 24, 2013
|
||||
Energy commodities
|
$
|
1.1
|
|
|
$
|
2.3
|
|
Agriculture commodities
|
$
|
3.0
|
|
|
$
|
3.5
|
|
Other commodities
|
$
|
2.9
|
|
|
$
|
5.3
|
|
Foreign exchange
|
$
|
1.6
|
|
|
$
|
1.3
|
|
Period
|
Total Number
of Shares (or
units)
Purchased
|
|
Average
Price Paid
per Share
(or unit)
|
|
Total Number of
Shares
Purchased as Part of
Publicly Announced
Plans or Programs
(1)
|
|
Approximate Dollar
Value of Maximum
Number of Shares that
may yet be Purchased
under the Program (1)
|
||||||
November 25 through December 22, 2013
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
181,927,000
|
|
December 23, 2013 through January 19, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
181,927,000
|
|
January 20 through February 23, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
181,927,000
|
|
Total Fiscal 2014 Third Quarter Activity
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
181,927,000
|
|
(1)
|
Pursuant to publicly announced share repurchase programs from December 2003, we have repurchased approximately 172.5 million shares at a cost of $4.1 billion through
February 23, 2014
. In December 2011, the Company's Board of Directors approved a $750.0 million increase to our share repurchase authorization. The current program has no expiration date.
|
|
CONAGRA FOODS, INC.
|
|
|
|
|
|
By:
|
/s/ JOHN F. GEHRING
|
|
|
John F. Gehring
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
By:
|
/s/ ROBERT G. WISE
|
|
|
Robert G. Wise
|
|
|
Senior Vice President and Corporate Controller
|
CONAGRA FOODS, INC.
|
|
By:
/S/ Nicole B. Theophilus
|
|
Name:
Nicole B. Theophilus
|
|
Position:
EVP & Chief Human Resources Officer
|
|
Thirty-nine weeks ended
|
||
February 23, 2014
|
|||
Earnings:
|
|
||
Income from continuing operations before income taxes and equity method investment earnings
|
$
|
849.6
|
|
Add (deduct):
|
|
||
Fixed charges
|
346.0
|
|
|
Distributed income of equity method investees
|
17.7
|
|
|
Capitalized interest
|
(10.8
|
)
|
|
Earnings available for fixed charges (a)
|
$
|
1,202.5
|
|
|
|
||
Fixed charges:
|
|
||
Interest expense
|
$
|
291.8
|
|
Capitalized interest
|
10.8
|
|
|
One third of rental expense
(1)
|
43.4
|
|
|
Total fixed charges (b)
|
$
|
346.0
|
|
|
|
||
Ratio of earnings to fixed charges (a/b)
|
3.5
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
February 23, 2014
of ConAgra Foods, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 1, 2014
|
|
|
|
/s/ GARY M. RODKIN
|
|
Gary M. Rodkin
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
February 23, 2014
of ConAgra Foods, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 1, 2014
|
|
|
|
/s/ JOHN F. GEHRING
|
|
John F. Gehring
|
|
Executive Vice President and Chief Financial Officer
|
|
April 1, 2014
|
|
|
|
/s/ GARY M. RODKIN
|
|
Gary M. Rodkin
|
|
Chief Executive Officer
|
|
April 1, 2014
|
|
|
|
/s/ JOHN F. GEHRING
|
|
John F. Gehring
|
|
Executive Vice President and Chief Financial Officer
|
|