|
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)
|
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(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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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1
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||
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Item 2
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Item 3
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Item 4
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Item 1
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Item 1A
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Item 2
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Item 6
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Exhibit 12
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Exhibit 31.1
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|
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Exhibit 31.2
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|
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Exhibit 32.1
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|
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Exhibit 101.1
|
|
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Thirteen weeks ended
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|
Thirty-nine weeks ended
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||||||||||||
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February 24,
2013 |
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February 26,
2012 |
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February 24,
2013 |
|
February 26,
2012 |
||||||||
Net sales
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$
|
3,850.5
|
|
|
$
|
3,396.0
|
|
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$
|
10,897.9
|
|
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$
|
9,933.0
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
2,976.5
|
|
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2,609.4
|
|
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8,289.7
|
|
|
7,796.4
|
|
||||
Selling, general and administrative expenses
|
614.0
|
|
|
356.7
|
|
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1,564.6
|
|
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1,202.2
|
|
||||
Interest expense, net
|
70.6
|
|
|
49.7
|
|
|
173.3
|
|
|
153.2
|
|
||||
Income from continuing operations before income taxes and equity method investment earnings
|
189.4
|
|
|
380.2
|
|
|
870.3
|
|
|
781.2
|
|
||||
Income tax expense
|
78.0
|
|
|
112.1
|
|
|
310.6
|
|
|
253.7
|
|
||||
Equity method investment earnings
|
12.0
|
|
|
12.6
|
|
|
32.4
|
|
|
30.3
|
|
||||
Income from continuing operations
|
123.4
|
|
|
280.7
|
|
|
592.1
|
|
|
557.8
|
|
||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Net income
|
$
|
123.4
|
|
|
$
|
280.7
|
|
|
$
|
592.1
|
|
|
$
|
557.9
|
|
Less: Net income attributable to noncontrolling interests
|
3.4
|
|
|
0.6
|
|
|
10.4
|
|
|
3.8
|
|
||||
Net income attributable to ConAgra Foods, Inc.
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$
|
120.0
|
|
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$
|
280.1
|
|
|
$
|
581.7
|
|
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$
|
554.1
|
|
Earnings per share — basic
|
|
|
|
|
|
|
|
||||||||
Net income attributable to ConAgra Foods, Inc. common stockholders
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$
|
0.29
|
|
|
$
|
0.68
|
|
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$
|
1.42
|
|
|
$
|
1.34
|
|
Earnings per share — diluted
|
|
|
|
|
|
|
|
||||||||
Net income attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.29
|
|
|
$
|
0.67
|
|
|
$
|
1.40
|
|
|
$
|
1.32
|
|
Cash dividends declared per common share
|
$
|
0.25
|
|
|
$
|
0.24
|
|
|
$
|
0.74
|
|
|
$
|
0.71
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
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February 24,
2013 |
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February 26,
2012 |
|
February 24,
2013 |
|
February 26,
2012 |
||||||||
Net income
|
$
|
123.4
|
|
|
$
|
280.7
|
|
|
$
|
592.1
|
|
|
$
|
557.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Net derivative adjustment, net of tax
|
32.4
|
|
|
11.5
|
|
|
29.4
|
|
|
(68.7
|
)
|
||||
Unrealized gains on available-for-sale securities, net of tax
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
||||
Currency translation adjustment:
|
|
|
|
|
|
|
|
||||||||
Unrealized translation gains (losses)
|
(4.6
|
)
|
|
32.4
|
|
|
14.0
|
|
|
(18.5
|
)
|
||||
Reclassification adjustment for losses included in net income
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
||||
Pension and postretirement healthcare liabilities, net of tax
|
(5.7
|
)
|
|
(0.6
|
)
|
|
(4.6
|
)
|
|
18.4
|
|
||||
Comprehensive income
|
145.6
|
|
|
330.2
|
|
|
631.0
|
|
|
495.1
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
5.3
|
|
|
0.6
|
|
|
12.2
|
|
|
3.8
|
|
||||
Comprehensive income attributable to ConAgra Foods, Inc.
|
$
|
140.3
|
|
|
$
|
329.6
|
|
|
$
|
618.8
|
|
|
$
|
491.3
|
|
|
February 24,
2013 |
|
May 27,
2012 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
723.8
|
|
|
$
|
103.0
|
|
Receivables, less allowance for doubtful accounts of $7.6 and $5.9
|
1,219.3
|
|
|
924.8
|
|
||
Inventories
|
2,648.3
|
|
|
1,869.6
|
|
||
Prepaid expenses and other current assets
|
554.6
|
|
|
321.4
|
|
||
Total current assets
|
5,146.0
|
|
|
3,218.8
|
|
||
Property, plant and equipment
|
7,087.5
|
|
|
5,995.7
|
|
||
Less accumulated depreciation
|
(3,280.3
|
)
|
|
(3,253.8
|
)
|
||
Property, plant and equipment, net
|
3,807.2
|
|
|
2,741.9
|
|
||
Goodwill
|
8,369.3
|
|
|
4,015.4
|
|
||
Brands, trademarks and other intangibles, net
|
3,475.3
|
|
|
1,191.5
|
|
||
Other assets
|
309.7
|
|
|
274.3
|
|
||
|
$
|
21,107.5
|
|
|
$
|
11,441.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
1.1
|
|
|
$
|
40.0
|
|
Current installments of long-term debt
|
719.7
|
|
|
38.1
|
|
||
Accounts payable
|
1,501.7
|
|
|
1,190.3
|
|
||
Accrued payroll
|
265.4
|
|
|
177.2
|
|
||
Other accrued liabilities
|
934.6
|
|
|
779.6
|
|
||
Total current liabilities
|
3,422.5
|
|
|
2,225.2
|
|
||
Senior long-term debt, excluding current installments
|
9,649.4
|
|
|
2,662.7
|
|
||
Subordinated debt
|
195.9
|
|
|
195.9
|
|
||
Other noncurrent liabilities
|
2,715.9
|
|
|
1,822.1
|
|
||
Total liabilities
|
15,983.7
|
|
|
6,905.9
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
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
|
985.7
|
|
|
901.5
|
|
||
Retained earnings
|
5,042.1
|
|
|
4,765.1
|
|
||
Accumulated other comprehensive loss
|
(262.0
|
)
|
|
(299.1
|
)
|
||
Less treasury stock, at cost, 151,290,940 and 160,294,748 common shares
|
(3,582.3
|
)
|
|
(3,767.7
|
)
|
||
Total ConAgra Foods, Inc. common stockholders' equity
|
5,023.2
|
|
|
4,439.5
|
|
||
Noncontrolling interests
|
100.6
|
|
|
96.5
|
|
||
Total stockholders' equity
|
5,123.8
|
|
|
4,536.0
|
|
||
|
$
|
21,107.5
|
|
|
$
|
11,441.9
|
|
|
Thirty-nine weeks ended
|
||||||
|
February 24,
2013 |
|
February 26,
2012 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
592.1
|
|
|
$
|
557.9
|
|
Income from discontinued operations
|
—
|
|
|
0.1
|
|
||
Income from continuing operations
|
592.1
|
|
|
557.8
|
|
||
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
299.2
|
|
|
277.1
|
|
||
Asset impairment charges
|
19.8
|
|
|
7.9
|
|
||
Gain on acquisition of controlling interest in Agro Tech Foods Ltd.
|
—
|
|
|
(58.7
|
)
|
||
Earnings of affiliates in excess of distributions
|
(11.8
|
)
|
|
(11.0
|
)
|
||
Share-based payments expense
|
52.8
|
|
|
35.2
|
|
||
Contributions to pension plans
|
(14.7
|
)
|
|
(77.0
|
)
|
||
Pension expense
|
16.5
|
|
|
18.6
|
|
||
Other items
|
(37.6
|
)
|
|
(1.7
|
)
|
||
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable
|
(12.9
|
)
|
|
(54.6
|
)
|
||
Inventory
|
(234.9
|
)
|
|
(170.5
|
)
|
||
Deferred income taxes and income taxes payable, net
|
68.6
|
|
|
91.9
|
|
||
Prepaid expenses and other current assets
|
(32.7
|
)
|
|
(7.9
|
)
|
||
Accounts payable
|
43.9
|
|
|
98.0
|
|
||
Accrued payroll
|
88.1
|
|
|
46.9
|
|
||
Other accrued liabilities
|
(54.7
|
)
|
|
24.5
|
|
||
Net cash flows from operating activities — continuing operations
|
781.7
|
|
|
776.5
|
|
||
Net cash flows from operating activities — discontinued operations
|
—
|
|
|
2.9
|
|
||
Net cash flows from operating activities
|
781.7
|
|
|
779.4
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(289.1
|
)
|
|
(239.1
|
)
|
||
Sale of property, plant and equipment
|
7.6
|
|
|
7.5
|
|
||
Purchase of businesses, net of cash acquired
|
(5,017.7
|
)
|
|
(306.6
|
)
|
||
Purchase of intangible assets
|
—
|
|
|
(62.5
|
)
|
||
Other
|
(1.8
|
)
|
|
—
|
|
||
Net cash flows from investing activities
|
(5,301.0
|
)
|
|
(600.7
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net short-term borrowings
|
(38.9
|
)
|
|
3.0
|
|
||
Issuance of long-term debt
|
6,217.7
|
|
|
—
|
|
||
Debt issuance costs
|
(56.6
|
)
|
|
—
|
|
||
Repayment of long-term debt
|
(911.8
|
)
|
|
(355.6
|
)
|
||
Issuance of ConAgra Foods, Inc. common shares
|
269.3
|
|
|
—
|
|
||
Repurchase of ConAgra Foods, Inc. common shares
|
(245.0
|
)
|
|
(100.2
|
)
|
||
Cash dividends paid
|
(296.6
|
)
|
|
(288.8
|
)
|
||
Exercise of stock options and issuance of other stock awards
|
197.2
|
|
|
199.3
|
|
||
Other items
|
2.2
|
|
|
1.0
|
|
||
Net cash flows from financing activities
|
5,137.5
|
|
|
(541.3
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
2.6
|
|
|
(5.6
|
)
|
||
Net change in cash and cash equivalents
|
620.8
|
|
|
(368.2
|
)
|
||
Cash and cash equivalents at beginning of period
|
103.0
|
|
|
972.4
|
|
||
Cash and cash equivalents at end of period
|
$
|
723.8
|
|
|
$
|
604.2
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 24,
2013 |
|
February 26,
2012 |
|
February 24,
2013 |
|
February 26,
2012 |
||||||||
Net derivative adjustment
|
$
|
19.1
|
|
|
$
|
6.7
|
|
|
$
|
17.4
|
|
|
$
|
(40.6
|
)
|
Unrealized gains on available-for-sale securities
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
||||
Pension and postretirement healthcare liabilities
|
(1.8
|
)
|
|
(0.3
|
)
|
|
(1.2
|
)
|
|
10.5
|
|
||||
|
$
|
17.4
|
|
|
$
|
6.5
|
|
|
$
|
16.3
|
|
|
$
|
(30.1
|
)
|
|
January 29,
2013 |
||
Assets acquired:
|
|
||
Cash and cash equivalents
|
$
|
321.8
|
|
Other current assets
|
899.0
|
|
|
Property, plant and equipment
|
1,028.2
|
|
|
Goodwill
|
4,264.5
|
|
|
Brands, trademarks and other intangibles
|
2,188.3
|
|
|
Other assets
|
27.7
|
|
|
Total assets acquired
|
$
|
8,729.5
|
|
Liabilities assumed:
|
|
||
Current liabilities
|
$
|
601.7
|
|
Noncurrent liabilities
|
3,056.9
|
|
|
Total liabilities assumed
|
$
|
3,658.6
|
|
Net assets acquired
|
$
|
5,070.9
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 24,
2013 |
|
February 26,
2012 |
|
February 24,
2013 |
|
February 26,
2012 |
||||||||
Pro forma net sales
|
$
|
4,538.8
|
|
|
$
|
4,641.0
|
|
|
$
|
13,812.5
|
|
|
$
|
13,776.4
|
|
Pro forma net income from continuing operations
|
$
|
178.9
|
|
|
$
|
322.0
|
|
|
$
|
649.8
|
|
|
$
|
676.7
|
|
Pro forma net income from continuing operations per share—basic
|
$
|
0.44
|
|
|
$
|
0.78
|
|
|
$
|
1.59
|
|
|
$
|
1.64
|
|
Pro forma net income from continuing operations per share—diluted
|
$
|
0.43
|
|
|
$
|
0.77
|
|
|
$
|
1.57
|
|
|
$
|
1.61
|
|
|
February 24,
2013 |
|
May 27,
2012 |
||||
Cash and cash equivalents
|
$
|
11.6
|
|
|
$
|
10.2
|
|
Receivables, less allowance for doubtful accounts
|
23.3
|
|
|
20.9
|
|
||
Inventories
|
1.5
|
|
|
1.6
|
|
||
Prepaid expenses and other current assets
|
0.2
|
|
|
0.2
|
|
||
Property, plant and equipment, net
|
52.0
|
|
|
82.9
|
|
||
Goodwill
|
18.8
|
|
|
18.8
|
|
||
Brands, trademarks and other intangibles, net
|
7.7
|
|
|
8.3
|
|
||
Total assets
|
$
|
115.1
|
|
|
$
|
142.9
|
|
Current installments of long-term debt
|
$
|
—
|
|
|
$
|
30.1
|
|
Accounts payable
|
13.4
|
|
|
17.9
|
|
||
Accrued payroll
|
0.7
|
|
|
0.5
|
|
||
Other accrued liabilities
|
0.9
|
|
|
1.0
|
|
||
Other noncurrent liabilities (minority interest)
|
31.9
|
|
|
28.9
|
|
||
Total liabilities
|
$
|
46.9
|
|
|
$
|
78.4
|
|
|
Consumer
Foods
|
|
Commercial
Foods
|
|
Ralcorp
|
|
Total
|
||||||||
Balance as of May 27, 2012
|
$
|
3,886.7
|
|
|
$
|
128.7
|
|
|
$
|
—
|
|
|
$
|
4,015.4
|
|
Acquisitions
|
100.1
|
|
|
—
|
|
|
4,264.5
|
|
|
4,364.6
|
|
||||
Currency translation and purchase accounting adjustments
|
(11.9
|
)
|
|
0.4
|
|
|
0.8
|
|
|
(10.7
|
)
|
||||
Balance as of February 24, 2013
|
$
|
3,974.9
|
|
|
$
|
129.1
|
|
|
$
|
4,265.3
|
|
|
$
|
8,369.3
|
|
|
February 24, 2013
|
|
May 27, 2012
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Non-amortizing intangible assets
|
$
|
1,150.8
|
|
|
$
|
—
|
|
|
$
|
947.7
|
|
|
$
|
—
|
|
Amortizing intangible assets
|
2,421.4
|
|
|
96.9
|
|
|
313.8
|
|
|
70.0
|
|
||||
|
$
|
3,572.2
|
|
|
$
|
96.9
|
|
|
$
|
1,261.5
|
|
|
$
|
70.0
|
|
|
February 24,
2013 |
|
May 27,
2012
|
|
|||
Prepaid expenses and other current assets
|
$
|
77.5
|
|
|
$
|
58.7
|
|
Other accrued liabilities
|
134.2
|
|
|
215.4
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Interest rate contracts
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Other accrued liabilities
|
|
$
|
109.6
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
—
|
|
|
|
|
$
|
109.6
|
|
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
70.2
|
|
|
Other accrued liabilities
|
|
$
|
35.8
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
13.6
|
|
|
Other accrued liabilities
|
|
2.9
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
0.9
|
|
|
Other accrued liabilities
|
|
0.1
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
84.7
|
|
|
|
|
$
|
38.8
|
|
Total derivatives
|
|
|
$
|
84.7
|
|
|
|
|
$
|
148.4
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Interest rate contracts
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
Other accrued liabilities
|
|
$
|
153.9
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
—
|
|
|
|
|
$
|
153.9
|
|
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
60.3
|
|
|
Other accrued liabilities
|
|
$
|
75.6
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
7.3
|
|
|
Other accrued liabilities
|
|
8.1
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
0.6
|
|
|
Other accrued liabilities
|
|
0.5
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
68.2
|
|
|
|
|
$
|
84.2
|
|
Total derivatives
|
|
|
$
|
68.2
|
|
|
|
|
$
|
238.1
|
|
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 24, 2013
|
|
February 26, 2012
|
||||||||
Commodity contracts
|
|
Sales
|
|
$
|
(8.8
|
)
|
|
$
|
—
|
|
Commodity contracts
|
|
Cost of goods sold
|
|
22.1
|
|
29.5
|
|
|||
Foreign exchange contracts
|
|
Cost of goods sold
|
|
12.7
|
|
|
4.2
|
|
||
Commodity contracts
|
|
Selling, general and administrative expense
|
|
—
|
|
|
—
|
|
||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
5.5
|
|
|
(5.3
|
)
|
||
Total gain from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
31.5
|
|
|
$
|
28.4
|
|
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 24, 2013
|
|
February 26, 2012
|
||||||||
Commodity contracts
|
|
Sales
|
|
$
|
(9.5
|
)
|
|
$
|
—
|
|
Commodity contracts
|
|
Cost of goods sold
|
|
148.4
|
|
|
102.6
|
|
||
Foreign exchange contracts
|
|
Cost of goods sold
|
|
14.0
|
|
|
3.2
|
|
||
Commodity contracts
|
|
Selling, general and administrative expense
|
|
0.1
|
|
|
(0.1
|
)
|
||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
(1.0
|
)
|
|
1.2
|
|
||
Total gain from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
152.0
|
|
|
$
|
106.9
|
|
Expected volatility (%)
|
22.95
|
Dividend yield (%)
|
3.77
|
Risk-free interest rate (%)
|
0.57
|
Expected life of stock option (years)
|
4.8
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 24,
2013 |
|
February 26,
2012 |
|
February 24,
2013 |
|
February 26,
2012 |
||||||||
Net income available to ConAgra Foods, Inc. common stockholders:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
120.0
|
|
|
$
|
280.1
|
|
|
$
|
581.7
|
|
|
$
|
554.0
|
|
Income from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Net income attributable to ConAgra Foods, Inc. common stockholders
|
$
|
120.0
|
|
|
$
|
280.1
|
|
|
$
|
581.7
|
|
|
$
|
554.1
|
|
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated
|
0.4
|
|
|
0.1
|
|
|
1.2
|
|
|
1.1
|
|
||||
Net income available to ConAgra Foods, Inc. common stockholders
|
$
|
119.6
|
|
|
$
|
280.0
|
|
|
$
|
580.5
|
|
|
$
|
553.0
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
410.7
|
|
|
414.3
|
|
|
408.4
|
|
|
413.6
|
|
||||
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities
|
7.1
|
|
|
5.7
|
|
|
6.1
|
|
|
5.5
|
|
||||
Diluted weighted average shares outstanding
|
417.8
|
|
|
420.0
|
|
|
414.5
|
|
|
419.1
|
|
|
February 24,
2013 |
|
May 27,
2012 |
||||
Raw materials and packaging
|
$
|
877.5
|
|
|
$
|
563.8
|
|
Work in process
|
151.1
|
|
|
96.5
|
|
||
Finished goods
|
1,475.6
|
|
|
1,122.4
|
|
||
Supplies and other
|
144.1
|
|
|
86.9
|
|
||
Total
|
$
|
2,648.3
|
|
|
$
|
1,869.6
|
|
|
Consumer
|
Corporate
|
Total
|
||||||
Severance and related costs
|
$
|
8.6
|
|
$
|
—
|
|
$
|
8.6
|
|
Asset impairment
|
1.5
|
|
2.5
|
|
4.0
|
|
|||
Other, net
|
0.6
|
|
—
|
|
0.6
|
|
|||
Total selling, general and administrative expenses
|
10.7
|
|
2.5
|
|
13.2
|
|
|||
Consolidated total
|
$
|
10.7
|
|
$
|
2.5
|
|
$
|
13.2
|
|
|
Consumer
|
Corporate
|
Total
|
||||||
Severance and related costs
|
$
|
0.7
|
|
$
|
—
|
|
$
|
0.7
|
|
Asset impairment
|
1.2
|
|
2.5
|
|
3.7
|
|
|||
Other, net
|
—
|
|
—
|
|
—
|
|
|||
Total selling, general and administrative expenses
|
1.9
|
|
2.5
|
|
4.4
|
|
|||
Consolidated total
|
$
|
1.9
|
|
$
|
2.5
|
|
$
|
4.4
|
|
|
Consumer
|
Corporate
|
Total
|
||||||
Accelerated depreciation of fixed assets
|
$
|
(0.2
|
)
|
$
|
—
|
|
$
|
(0.2
|
)
|
Total cost of goods sold
|
(0.2
|
)
|
—
|
|
(0.2
|
)
|
|||
Severance and related costs
|
4.3
|
|
—
|
|
4.3
|
|
|||
Asset impairment
|
1.5
|
|
2.5
|
|
4.0
|
|
|||
Other, net
|
0.3
|
|
—
|
|
0.3
|
|
|||
Total selling, general and administrative expenses
|
6.1
|
|
2.5
|
|
8.6
|
|
|||
Consolidated total
|
$
|
5.9
|
|
$
|
2.5
|
|
$
|
8.4
|
|
|
Consumer
|
Corporate
|
Total
|
||||||
Severance and related costs
|
$
|
8.6
|
|
$
|
—
|
|
$
|
8.6
|
|
Asset impairment
|
1.5
|
|
2.5
|
|
4.0
|
|
|||
Other, net
|
0.3
|
|
—
|
|
0.3
|
|
|||
Total selling, general and administrative expenses
|
10.4
|
|
2.5
|
|
12.9
|
|
|||
Consolidated total
|
$
|
10.4
|
|
$
|
2.5
|
|
$
|
12.9
|
|
|
Balance at
May 27,
2012
|
|
|
Costs Incurred
and Charged
to Expense
|
|
Costs Paid
or Otherwise Settled
|
|
Changes in
Estimates
|
|
Balance at Balance at
February 24, 2013 |
|||||||||
Severance and related costs
|
$
|
4.3
|
|
|
$
|
4.6
|
|
|
$
|
(6.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
1.9
|
|
Total
|
$
|
4.3
|
|
|
$
|
4.6
|
|
|
$
|
(6.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
1.9
|
|
|
Consumer
Foods
|
|
Commercial
Foods
|
|
Corporate
|
|
Total
|
||||||||
Accelerated depreciation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
Severance and related costs
|
7.3
|
|
|
—
|
|
|
2.3
|
|
|
9.6
|
|
||||
Other, net
|
6.7
|
|
|
1.1
|
|
|
0.2
|
|
|
8.0
|
|
||||
Total selling, general and administrative expenses
|
14.0
|
|
|
1.1
|
|
|
4.0
|
|
|
19.1
|
|
||||
Consolidated total
|
$
|
14.0
|
|
|
$
|
1.1
|
|
|
$
|
4.0
|
|
|
$
|
19.1
|
|
|
Consumer
Foods
|
|
Corporate
|
|
Total
|
||||||
Accelerated depreciation
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Severance and related costs
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total selling, general and administrative expenses
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
|||
Consolidated total
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
Consumer
Foods
|
|
Corporate
|
|
Total
|
||||||
Accelerated depreciation
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Severance and related costs
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||
Other, net
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||
Total selling, general and administrative expenses
|
1.5
|
|
|
0.3
|
|
|
1.8
|
|
|||
Consolidated total
|
$
|
1.5
|
|
|
$
|
0.3
|
|
|
$
|
1.8
|
|
|
Consumer
Foods
|
|
Commercial
Foods
|
|
Corporate
|
|
Total
|
||||||||
Accelerated depreciation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
Severance and related costs
|
7.3
|
|
|
—
|
|
|
2.2
|
|
|
9.5
|
|
||||
Other, net
|
6.3
|
|
|
1.0
|
|
|
0.3
|
|
|
7.6
|
|
||||
Total selling, general and administrative expenses
|
13.6
|
|
|
1.0
|
|
|
3.9
|
|
|
18.5
|
|
||||
Consolidated total
|
$
|
13.6
|
|
|
$
|
1.0
|
|
|
$
|
3.9
|
|
|
$
|
18.5
|
|
|
Balance at
May 27,
2012
|
|
|
Costs
Incurred
and
Charged
to
Expense
|
|
Costs
Paid
or
Otherwise
Settled
|
|
Changes
in
Estimates
|
|
Balance at February 24,
2013 |
|||||||||
Severance and related costs
|
$
|
2.1
|
|
|
$
|
1.2
|
|
|
$
|
(2.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.6
|
|
Plan implementation costs
|
0.3
|
|
|
0.2
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
2.4
|
|
|
$
|
1.4
|
|
|
$
|
(3.0
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.6
|
|
|
Consumer
Foods
|
|
Commercial
Foods
|
|
Corporate
|
|
Ralcorp Food Group
|
|
Ralcorp Frozen Bakery Products
|
|
Total
|
||||||||||||
Accelerated depreciation
|
$
|
22.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.5
|
|
Inventory write-offs and related costs
|
7.9
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
||||||
Total cost of goods sold
|
30.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.8
|
|
||||||
Asset impairment
|
14.7
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.7
|
|
||||||
Gain on sale of property, plant and equipment
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
||||||
Severance and related costs
|
7.6
|
|
|
0.1
|
|
|
0.2
|
|
|
2.5
|
|
|
(0.2
|
)
|
|
10.2
|
|
||||||
Other, net
|
8.5
|
|
|
1.5
|
|
|
0.8
|
|
|
0.1
|
|
|
0.3
|
|
|
11.2
|
|
||||||
Total selling, general and administrative expenses
|
29.8
|
|
|
15.6
|
|
|
1.0
|
|
|
2.6
|
|
|
0.1
|
|
|
49.1
|
|
||||||
Consolidated total
|
$
|
60.2
|
|
|
$
|
16.0
|
|
|
$
|
1.0
|
|
|
$
|
2.6
|
|
|
$
|
0.1
|
|
|
$
|
79.9
|
|
|
Consumer
Foods
|
|
Corporate
|
|
Ralcorp Food Group
|
|
Ralcorp Frozen Bakery Products
|
|
Total
|
||||||||||
Accelerated depreciation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Inventory write-offs and related costs
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Total cost of goods sold
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Asset impairment
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Gain on sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Severance and related costs
|
(2.1
|
)
|
|
0.1
|
|
|
0.6
|
|
|
(0.2
|
)
|
|
(1.6
|
)
|
|||||
Other, net
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|||||
Total selling, general and administrative expenses
|
(0.8
|
)
|
|
0.1
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||
Consolidated total
|
$
|
(0.3
|
)
|
|
$
|
0.1
|
|
|
$
|
0.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.4
|
|
|
Consumer
Foods
|
|
Corporate
|
|
Ralcorp Food Group
|
|
Ralcorp Frozen Bakery Products
|
|
Total
|
||||||||||
Accelerated depreciation
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
Inventory write-offs and related costs
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Total cost of goods sold
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|||||
Asset impairment
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
Gain on sale of property, plant and equipment
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||||
Severance and related costs
|
(1.9
|
)
|
|
0.1
|
|
|
0.6
|
|
|
(0.2
|
)
|
|
(1.4
|
)
|
|||||
Other, net
|
2.3
|
|
|
0.8
|
|
|
0.1
|
|
|
0.1
|
|
|
3.3
|
|
|||||
Total selling, general and administrative expenses
|
0.8
|
|
|
0.9
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
2.3
|
|
|||||
Consolidated total
|
$
|
3.4
|
|
|
$
|
0.9
|
|
|
$
|
0.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
4.9
|
|
|
Consumer
Foods
|
|
Commercial
Foods
|
|
Corporate
|
|
Ralcorp Food Group
|
|
Ralcorp Frozen Bakery Products
|
|
Total
|
||||||||||||
Accelerated depreciation
|
$
|
22.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.5
|
|
Inventory write-offs and related costs
|
7.5
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
||||||
Total cost of goods sold
|
30.0
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.4
|
|
||||||
Asset impairment
|
14.7
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.7
|
|
||||||
Gain on sale of property, plant and equipment
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
||||||
Severance and related costs
|
7.6
|
|
|
0.1
|
|
|
0.1
|
|
|
0.6
|
|
|
(0.2
|
)
|
|
8.2
|
|
||||||
Other, net
|
8.5
|
|
|
1.5
|
|
|
0.8
|
|
|
0.1
|
|
|
0.1
|
|
|
11.0
|
|
||||||
Total selling, general and administrative expenses
|
29.8
|
|
|
15.6
|
|
|
0.9
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
46.9
|
|
||||||
Consolidated total
|
$
|
59.8
|
|
|
$
|
16.0
|
|
|
$
|
0.9
|
|
|
$
|
0.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
77.3
|
|
|
Balance at
May 27,
2012
|
|
|
Ralcorp Liability Assumed
|
|
Costs
Incurred
and
Charged
to
Expense
|
|
Costs
Paid
or
Otherwise
Settled
|
|
Changes
in
Estimates
|
|
Balance at February 24,
2013 |
|||||||||||
Severance and related costs
|
$
|
7.0
|
|
|
$
|
4.2
|
|
|
$
|
1.5
|
|
|
$
|
(4.2
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
5.0
|
|
Plan implementation costs
|
0.8
|
|
|
1.4
|
|
|
2.7
|
|
|
(3.5
|
)
|
|
—
|
|
|
1.4
|
|
||||||
Total
|
$
|
7.8
|
|
|
$
|
5.6
|
|
|
$
|
4.2
|
|
|
$
|
(7.7
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
6.4
|
|
|
Pension Benefits
|
||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 24,
2013 |
|
February 26,
2012 |
|
February 24,
2013 |
|
February 26,
2012 |
||||||||
Service cost
|
$
|
20.6
|
|
|
$
|
17.2
|
|
|
$
|
60.9
|
|
|
$
|
51.4
|
|
Interest cost
|
37.6
|
|
|
37.2
|
|
|
110.8
|
|
|
111.6
|
|
||||
Expected return on plan assets
|
(54.1
|
)
|
|
(48.9
|
)
|
|
(158.6
|
)
|
|
(146.7
|
)
|
||||
Amortization of prior service cost
|
1.0
|
|
|
0.8
|
|
|
2.6
|
|
|
2.3
|
|
||||
Curtailment loss
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
Benefit cost — Company plans
|
5.1
|
|
|
6.3
|
|
|
16.5
|
|
|
18.6
|
|
||||
Pension benefit cost — multi-employer plans
|
1.9
|
|
|
1.7
|
|
|
6.2
|
|
|
6.6
|
|
||||
Total benefit cost
|
$
|
7.0
|
|
|
$
|
8.0
|
|
|
$
|
22.7
|
|
|
$
|
25.2
|
|
|
Postretirement Benefits
|
||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 24,
2013 |
|
February 26,
2012 |
|
February 24,
2013 |
|
February 26,
2012 |
||||||||
Service cost
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Interest cost
|
2.6
|
|
|
3.1
|
|
|
7.6
|
|
|
10.0
|
|
||||
Amortization of prior service cost
|
(2.1
|
)
|
|
(3.9
|
)
|
|
(6.3
|
)
|
|
(9.7
|
)
|
||||
Recognized net actuarial loss
|
1.5
|
|
|
2.1
|
|
|
4.5
|
|
|
5.6
|
|
||||
Total cost
|
$
|
2.2
|
|
|
$
|
1.4
|
|
|
$
|
6.2
|
|
|
$
|
6.3
|
|
|
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
|
|
4.95% senior debt due August 2020
|
$
|
282.7
|
|
6.625% senior debt due August 2039
|
433.3
|
|
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
|
|
|
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
|
|
|
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 27, 2012
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
901.5
|
|
|
$
|
4,765.1
|
|
|
$
|
(299.1
|
)
|
|
$
|
(3,767.7
|
)
|
|
$
|
96.5
|
|
|
$
|
4,536.0
|
|
Stock option and incentive plans
|
|
|
|
|
35.2
|
|
|
(2.1
|
)
|
|
|
|
211.3
|
|
|
|
|
244.4
|
|
|||||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
12.2
|
|
|
|
|
1.8
|
|
|
14.0
|
|
||||||||||||
Issuance of treasury shares
|
|
|
|
|
50.2
|
|
|
|
|
|
|
219.1
|
|
|
|
|
269.3
|
|
||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
(245.0
|
)
|
|
|
|
(245.0
|
)
|
|||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
0.1
|
|
|||||||||||||
Derivative adjustment, net of reclassification adjustment
|
|
|
|
|
|
|
|
|
29.4
|
|
|
|
|
|
|
29.4
|
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
2.3
|
|
|
1.1
|
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
(4.6
|
)
|
|
|
|
|
|
(4.6
|
)
|
|||||||||||||
Dividends declared on common stock; $0.74 per share
|
|
|
|
|
|
|
(302.6
|
)
|
|
|
|
|
|
|
|
(302.6
|
)
|
|||||||||||||
Net income attributable to ConAgra Foods, Inc.
|
|
|
|
|
|
|
581.7
|
|
|
|
|
|
|
|
|
581.7
|
|
|||||||||||||
Balance at Balance at February 24, 2013
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
985.7
|
|
|
$
|
5,042.1
|
|
|
$
|
(262.0
|
)
|
|
$
|
(3,582.3
|
)
|
|
$
|
100.6
|
|
|
$
|
5,123.8
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
9.8
|
|
|
$
|
67.7
|
|
|
$
|
—
|
|
|
$
|
77.5
|
|
Available-for-sale securities
|
5.7
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
||||
Deferred compensation assets
|
8.8
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
||||
Total assets
|
$
|
24.3
|
|
|
$
|
67.7
|
|
|
$
|
—
|
|
|
$
|
92.0
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
134.2
|
|
|
$
|
—
|
|
|
$
|
134.2
|
|
Deferred compensation liabilities
|
36.5
|
|
|
—
|
|
|
—
|
|
|
36.5
|
|
||||
Total liabilities
|
$
|
36.5
|
|
|
$
|
134.2
|
|
|
$
|
—
|
|
|
$
|
170.7
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
13.8
|
|
|
$
|
44.9
|
|
|
$
|
—
|
|
|
$
|
58.7
|
|
Available-for-sale securities
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
||||
Deferred compensation assets
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||
Total assets
|
$
|
21.2
|
|
|
$
|
44.9
|
|
|
$
|
—
|
|
|
$
|
66.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
215.4
|
|
|
$
|
—
|
|
|
$
|
215.4
|
|
Deferred compensation liabilities
|
27.1
|
|
|
—
|
|
|
—
|
|
|
27.1
|
|
||||
Total liabilities
|
$
|
27.1
|
|
|
$
|
215.4
|
|
|
$
|
—
|
|
|
$
|
242.5
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 24,
2013 |
|
February 26,
2012 |
|
February 24,
2013 |
|
February 26,
2012 |
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
2,303.2
|
|
|
$
|
2,157.2
|
|
|
$
|
6,768.9
|
|
|
$
|
6,227.1
|
|
Commercial Foods
|
1,255.5
|
|
|
1,238.8
|
|
|
3,837.2
|
|
|
3,705.9
|
|
||||
Ralcorp Food Group
|
212.5
|
|
|
—
|
|
|
212.5
|
|
|
—
|
|
||||
Ralcorp Frozen Bakery Products
|
79.3
|
|
|
—
|
|
|
79.3
|
|
|
—
|
|
||||
Total net sales
|
$
|
3,850.5
|
|
|
$
|
3,396.0
|
|
|
$
|
10,897.9
|
|
|
$
|
9,933.0
|
|
Operating profit
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
284.4
|
|
|
$
|
331.3
|
|
|
$
|
805.7
|
|
|
$
|
783.8
|
|
Commercial Foods
|
166.6
|
|
|
150.0
|
|
|
475.5
|
|
|
408.3
|
|
||||
Ralcorp Food Group
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
||||
Ralcorp Frozen Bakery Products
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
||||
Total operating profit
|
$
|
456.0
|
|
|
$
|
481.3
|
|
|
$
|
1,286.2
|
|
|
$
|
1,192.1
|
|
Equity method investment earnings
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
0.7
|
|
|
$
|
1.1
|
|
|
$
|
1.3
|
|
|
$
|
4.0
|
|
Commercial Foods
|
11.3
|
|
|
11.5
|
|
|
31.1
|
|
|
26.3
|
|
||||
Total equity method investment earnings
|
$
|
12.0
|
|
|
$
|
12.6
|
|
|
$
|
32.4
|
|
|
$
|
30.3
|
|
Operating profit plus equity method investment earnings
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
285.1
|
|
|
$
|
332.4
|
|
|
$
|
807.0
|
|
|
$
|
787.8
|
|
Commercial Foods
|
177.9
|
|
|
161.5
|
|
|
506.6
|
|
|
434.6
|
|
||||
Ralcorp Food Group
|
3.6
|
|
|
$
|
—
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
Ralcorp Frozen Bakery Products
|
1.4
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
Total operating profit plus equity method investment earnings
|
$
|
468.0
|
|
|
$
|
493.9
|
|
|
$
|
1,318.6
|
|
|
$
|
1,222.4
|
|
General corporate expenses
|
$
|
196.0
|
|
|
$
|
51.4
|
|
|
$
|
242.6
|
|
|
$
|
257.7
|
|
Interest expense, net
|
70.6
|
|
|
49.7
|
|
|
173.3
|
|
|
153.2
|
|
||||
Income tax expense
|
78.0
|
|
|
112.1
|
|
|
310.6
|
|
|
253.7
|
|
||||
Income from continuing operations
|
$
|
123.4
|
|
|
$
|
280.7
|
|
|
$
|
592.1
|
|
|
$
|
557.8
|
|
Less: Net income attributable to noncontrolling interests
|
3.4
|
|
|
0.6
|
|
|
10.4
|
|
|
3.8
|
|
||||
Income from continuing operations attributable to ConAgra Foods, Inc.
|
$
|
120.0
|
|
|
$
|
280.1
|
|
|
$
|
581.7
|
|
|
$
|
554.0
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 24,
2013 |
|
February 26,
2012 |
|
February 24,
2013 |
|
February 26,
2012 |
||||||||
Net derivative gains (losses) incurred
|
$
|
(12.2
|
)
|
|
$
|
22.9
|
|
|
$
|
96.0
|
|
|
$
|
(9.7
|
)
|
Less: Net derivative gains allocated to reporting segments
|
14.7
|
|
|
0.9
|
|
|
8.8
|
|
|
29.0
|
|
||||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
(26.9
|
)
|
|
$
|
22.0
|
|
|
$
|
87.2
|
|
|
$
|
(38.7
|
)
|
Net derivative gains allocated to Consumer Foods
|
$
|
14.0
|
|
|
$
|
2.7
|
|
|
$
|
16.3
|
|
|
$
|
27.5
|
|
Net derivative gains (losses) allocated to Commercial Foods
|
0.7
|
|
|
(1.8
|
)
|
|
(7.5
|
)
|
|
1.5
|
|
||||
Net derivative gains included in segment operating profit
|
$
|
14.7
|
|
|
$
|
0.9
|
|
|
$
|
8.8
|
|
|
$
|
29.0
|
|
•
|
charges of $77.5 million ($53.3 million after-tax) of acquisition-related costs, including certain exit 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., 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.
|
•
|
charges of $98.8 million ($70.0 million after-tax) of acquisition-related costs, including certain exit 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,
|
•
|
a charge of $7.5 million ($7.5 million after-tax) in connection with legal matters associated with the 2007 peanut butter recall,
|
•
|
charges totaling $6.7 million ($4.1 million after-tax) in connection with our restructuring plans,
|
•
|
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.
|
•
|
a gain of $58.6 million ($58.6 million after-tax), resulting from the remeasurement to fair value of our previously held noncontrolling equity interest in Agro Tech Foods Limited ("ATFL"), in connection with our acquisition of a majority interest in that company,
|
•
|
charges totaling $8.4 million ($5.1 million after-tax) in connection with our restructuring plans,
|
•
|
a charge of $7.5 million ($7.5 million after-tax) in connection with legal matters associated with the 2007 peanut butter recall, and
|
•
|
a charge of $4.6 million ($2.8 million after-tax) in connection with insurance matters associated with the write-off of an insurance claim receivable.
|
•
|
a gain of $58.6 million ($58.6 million after-tax), resulting from the remeasurement to fair value of our previously held noncontrolling equity interest in ATFL, in connection with our acquisition of a majority interest in that company,
|
•
|
charges totaling $48.3 million ($29.6 million after-tax) in connection with our restructuring plans,
|
•
|
a charge of $7.5 million ($7.5 million after-tax) in connection with legal matters associated with the 2007 peanut butter recall, and
|
•
|
a charge of $4.6 million ($2.8 million after-tax) in connection with insurance matters associated with the write-off of an insurance claim receivable.
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
($ in millions)
|
February 24,
2013
|
|
|
February 26,
2012
|
|
|
February 24,
2013
|
|
|
February 26,
2012
|
|
||||
Net derivative gains (losses) incurred
|
$
|
(12.2
|
)
|
|
$
|
22.9
|
|
|
$
|
96.0
|
|
|
$
|
(9.7
|
)
|
Less: Net derivative gains allocated to reporting segments
|
14.7
|
|
|
0.9
|
|
|
8.8
|
|
|
29.0
|
|
||||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
(26.9
|
)
|
|
$
|
22.0
|
|
|
$
|
87.2
|
|
|
$
|
(38.7
|
)
|
Net derivative gains allocated to Consumer Foods
|
$
|
14.0
|
|
|
$
|
2.7
|
|
|
$
|
16.3
|
|
|
$
|
27.5
|
|
Net derivative gains (losses) allocated to Commercial Foods
|
0.7
|
|
|
(1.8
|
)
|
|
(7.5
|
)
|
|
1.5
|
|
||||
Net derivative gains included in segment operating profit
|
$
|
14.7
|
|
|
$
|
0.9
|
|
|
$
|
8.8
|
|
|
$
|
29.0
|
|
|
Net Sales
|
|||||||||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
|||||||||||||||||||
($ in millions)
Reporting Segment
|
February 24,
2013
|
|
|
February 26,
2012
|
|
|
% Inc
(Dec)
|
|
February 24,
2013
|
|
|
February 26,
2012
|
|
|
% Inc
(Dec)
|
|||||||
Consumer Foods
|
$
|
2,303.2
|
|
|
$
|
2,157.2
|
|
|
7
|
%
|
|
$
|
6,768.9
|
|
|
$
|
6,227.1
|
|
|
9
|
%
|
|
Commercial Foods
|
1,255.5
|
|
|
1,238.8
|
|
|
1
|
%
|
|
3,837.2
|
|
|
3,705.9
|
|
|
4
|
%
|
|||||
Ralcorp Food Group
|
212.5
|
|
|
—
|
|
|
N/A
|
|
|
212.5
|
|
|
—
|
|
212,500,000
|
|
N/A
|
|
||||
Ralcorp Frozen Bakery Products
|
79.3
|
|
|
—
|
|
|
N/A
|
|
|
79.3
|
|
|
—
|
|
79,300,000
|
|
N/A
|
|
||||
Total
|
$
|
3,850.5
|
|
|
$
|
3,396.0
|
|
|
13
|
%
|
|
$
|
10,897.9
|
|
|
$
|
9,933.0
|
|
|
10
|
%
|
•
|
charges of $75.9 million of acquisition-related costs, including certain exit costs,
|
•
|
an increase in advertising and promotion spending of $39.4 million,
|
•
|
an increase of $22.8 million related to Ralcorp SG&A expenses,
|
•
|
an increase in stock compensation expense of $14.1 million,
|
•
|
an increase in incentive compensation expense of $13.0 million,
|
•
|
a charge of $10.2 million in connection with the impairment of certain assets received in connection with the bankruptcy of an onion supplier,
|
•
|
charges of $8.4 million of integration costs, and
|
•
|
charges of $4.5 million related to environmental remediation matters related to Beatrice, Inc.
|
•
|
a gain of $58.6 million, resulting from the remeasurement to fair value of our previously held noncontrolling equity interest in ATFL, in connection with our acquisition of a majority interest in that company,
|
•
|
a charge of $7.5 million in connection with legal matters associated with the 2007 peanut butter recall,
|
•
|
a charge of $4.6 million in connection with insurance matters associated with the write-off of an insurance claim receivable, and
|
•
|
charges totaling $3.5 million in connection with our restructuring plans.
|
•
|
charges of $93.1 million of acquisition-related costs, including certain exit costs,
|
•
|
an increase in advertising and promotion expenses of $91.6 million,
|
•
|
an increase of $22.8 million related to Ralcorp SG&A expenses,
|
•
|
an increase in incentive compensation expense of $18.9 million,
|
•
|
an increase in stock compensation expense of $17.6 million,
|
•
|
a charge of $10.2 million in connection with the impairment of certain assets received in connection with the bankruptcy of an onion supplier,
|
•
|
charges of $8.4 million of integration costs,
|
•
|
charges of $4.5 million related to environmental remediation matters related to Beatrice, Inc., and
|
•
|
expenses of $4.1 million related to the execution of our restructuring plans.
|
•
|
a gain of $58.6 million, resulting from the remeasurement to fair value of our previously held noncontrolling equity interest in ATFL, in connection with our acquisition of a majority interest in that company,
|
•
|
charges totaling $32.4 million in connection with our restructuring plans,
|
•
|
a charge of $7.5 million in connection with legal matters associated with the 2007 peanut butter recall, and
|
•
|
a charge of $4.6 million in connection with insurance matters associated with the write-off of an insurance claim receivable.
|
|
Operating Profit
|
||||||||||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||||||||||
($ in millions)
Reporting Segment
|
February 24,
2013
|
|
|
February 26,
2012
|
|
|
% Inc
(Dec)
|
|
February 24,
2013
|
|
|
February 26,
2012
|
|
|
% Inc
(Dec)
|
||||||||
Consumer Foods
|
$
|
284.4
|
|
|
$
|
331.3
|
|
|
(14
|
)%
|
|
$
|
805.7
|
|
|
$
|
783.8
|
|
|
3
|
%
|
||
Commercial Foods
|
166.6
|
|
|
150.0
|
|
|
11
|
%
|
|
475.5
|
|
|
408.3
|
|
|
17
|
%
|
||||||
Ralcorp Food Group
|
3.6
|
|
|
—
|
|
3,600,000
|
|
N/A
|
|
|
3.6
|
|
|
—
|
|
3,600,000
|
|
N/A
|
|
||||
Ralcorp Frozen Bakery Products
|
1.4
|
|
|
—
|
|
1,400,000
|
|
N/A
|
|
|
1.4
|
|
|
—
|
|
1,400,000
|
|
N/A
|
|
|
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
|
$
|
10,386.7
|
|
|
$
|
713.1
|
|
|
$
|
1,878.4
|
|
|
$
|
1,810.5
|
|
|
$
|
5,984.7
|
|
Capital lease obligations
|
77.3
|
|
|
8.6
|
|
|
14.2
|
|
|
11.0
|
|
|
43.5
|
|
|||||
Operating lease obligations
|
492.7
|
|
|
94.4
|
|
|
155.0
|
|
|
104.2
|
|
|
139.1
|
|
|||||
Purchase obligations
1
|
1,156.0
|
|
|
983.3
|
|
|
144.6
|
|
|
6.0
|
|
|
22.1
|
|
|||||
Total
|
$
|
12,112.7
|
|
|
$
|
1,799.4
|
|
|
$
|
2,192.2
|
|
|
$
|
1,931.7
|
|
|
$
|
6,189.4
|
|
|
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
|
$
|
37.3
|
|
|
$
|
12.7
|
|
|
$
|
10.9
|
|
|
$
|
7.2
|
|
|
$
|
6.5
|
|
Other commitments
|
4.2
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
41.5
|
|
|
$
|
16.9
|
|
|
$
|
10.9
|
|
|
$
|
7.2
|
|
|
$
|
6.5
|
|
|
Fair Value Impact
|
||||||
In Millions
|
Average
During Thirty-nine Weeks
Ended February 24, 2013
|
|
Average
During Thirty-nine Weeks
Ended February 26, 2012
|
||||
Energy commodities
|
$
|
2.3
|
|
|
$
|
2.6
|
|
Agriculture commodities
|
$
|
3.5
|
|
|
$
|
4.5
|
|
Other commodities
|
$
|
5.3
|
|
|
$
|
1.3
|
|
Foreign exchange
|
$
|
1.3
|
|
|
$
|
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 26 through December 23, 2012
|
37,085
|
|
|
$
|
28.22
|
|
|
37,085
|
|
|
$
|
281,927,000
|
|
December 24, 2012 through January 20, 2013
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
281,927,000
|
|
January 21 through February 24, 2013
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
281,927,000
|
|
Total Fiscal 2013 Third Quarter Activity
|
37,085
|
|
|
$
|
28.22
|
|
|
37,085
|
|
|
$
|
281,927,000
|
|
(1)
|
Pursuant to publicly announced share repurchase programs from December 2003, we have repurchased approximately 169.6 million shares at a cost of $4.0 billion through
February 24, 2013
. 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
|
Years of
Credited Service |
Vested Percentage
|
|
Less than one year
|
0
|
%
|
One but less than two
|
20
|
|
Two but less than three
|
40
|
|
Three but less than four
|
60
|
|
Four but less than five
|
80
|
|
Five years or more
|
100
|
|
CONAGRA FOODS, INC.
|
|
By:
/s/ Nicole B. Theophilus
|
Name:
Nicole B. Theophilus
|
Position:
SVP, Human Resources
|
|
Thirty-nine weeks ended
|
||
February 24, 2013
|
|||
Earnings:
|
|
||
Income from continuing operations before income taxes and equity method investment earnings
|
$
|
870.3
|
|
Add (deduct):
|
|
||
Fixed charges
|
219.3
|
|
|
Distributed income of equity method investees
|
20.6
|
|
|
Capitalized interest
|
(4.5
|
)
|
|
Earnings available for fixed charges (a)
|
$
|
1,105.7
|
|
|
|
||
Fixed charges:
|
|
||
Interest expense
|
$
|
175.7
|
|
Capitalized interest
|
4.5
|
|
|
One third of rental expense (1)
|
39.1
|
|
|
Total fixed charges (b)
|
$
|
219.3
|
|
|
|
||
Ratio of earnings to fixed charges (a/b)
|
5.0
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
February 24, 2013
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 3, 2013
|
|
|
|
/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 24, 2013
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)
|
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):
|
(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 3, 2013
|
|
|
|
/s/ JOHN F. GEHRING
|
|
John F. Gehring
|
|
Executive Vice President and Chief Financial Officer
|
|
April 3, 2013
|
|
|
|
/s/ GARY M. RODKIN
|
|
Gary M. Rodkin
|
|
Chief Executive Officer
|
|
April 3, 2013
|
|
|
|
/s/ JOHN F. GEHRING
|
|
John F. Gehring
|
|
Executive Vice President and Chief Financial Officer
|
|