þ
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ANNUAL 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
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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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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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Title of each class
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Name of each exchange on which registered
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Common Stock, $5.00 par value
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New York Stock Exchange
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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Name
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Title & Capacity
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|
Age
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|
Year First
Appointed an
Executive
Officer
|
|
Sean M. Connolly
|
|
President and Chief Executive Officer
|
|
49
|
|
|
2015
|
John F. Gehring
|
|
Executive Vice President, Chief Financial Officer
|
|
54
|
|
|
2004
|
Colleen R. Batcheler
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
41
|
|
|
2008
|
Albert D. Bolles
|
|
Executive Vice President, Chief Technical and Operations Officer
|
|
57
|
|
|
2014
|
Thomas M. McGough
|
|
President, Consumer Foods
|
|
50
|
|
|
2013
|
Scott E. Messel
|
|
Senior Vice President, Treasurer and Assistant Corporate Secretary
|
|
56
|
|
|
2001
|
Andrew G. Ross
|
|
Executive Vice President and Chief Strategy Officer
|
|
47
|
|
|
2011
|
Nicole B. Theophilus
|
|
Executive Vice President, Chief Human Resources Officer
|
|
45
|
|
|
2013
|
Thomas P. Werner
|
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President, Commercial Foods
|
|
49
|
|
|
2015
|
Robert G. Wise
|
|
Senior Vice President, Corporate Controller
|
|
47
|
|
|
2012
|
Name
|
|
Title & Capacity
|
|
Age
|
|
Joan K. Chow
|
|
Executive Vice President, Chief Marketing Officer
|
|
54
|
|
Randy D. Harvey
|
|
Vice President, Internal Audit
|
|
53
|
|
Derek De La Mater
|
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Executive Vice President and President, Sales
|
|
48
|
|
•
|
consumers may shift purchases to more generic, lower-priced, or other value offerings, or may forego certain purchases altogether during economic downturns, which could result in a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings adversely affecting the results of our Consumer Foods or Private Brands operations;
|
•
|
decreased demand in the restaurant business, particularly casual and fine dining, which may adversely affect our Commercial Foods operations;
|
•
|
volatility in commodity and other input costs could substantially impact our result of operations;
|
•
|
volatility in the equity markets or interest rates could substantially impact our pension costs and required pension contributions; and
|
•
|
it may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us.
|
•
|
make it more difficult for us to make payments on our debt;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporate purposes;
|
•
|
increase our vulnerability to adverse economic or industry conditions;
|
•
|
limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or
|
•
|
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
|
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)
|
||||||
February 23 through March 22, 2015
|
332,208
|
|
|
$
|
34.77
|
|
|
332,208
|
|
|
$
|
131,927,000
|
|
March 23 through April 19, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
131,927,000
|
|
April 20 through May 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
131,927,000
|
|
Total Fiscal 2015 Fourth Quarter Activity
|
332,208
|
|
|
$
|
34.77
|
|
|
332,208
|
|
|
$
|
131,927,000
|
|
(1)
|
Pursuant to publicly announced share repurchase programs from December 2003, we have repurchased approximately 168.1 million shares at a cost of $4.2 billion through
May 31, 2015
. The current program has no expiration date.
|
For the Fiscal Years Ended May
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Dollars in millions, except per share amounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
(1)
|
|
$
|
15,832.4
|
|
|
$
|
15,843.6
|
|
|
$
|
13,469.3
|
|
|
$
|
11,420.9
|
|
|
$
|
10,746.0
|
|
Income (loss) from continuing operations
(1)(2)
|
|
$
|
(607.4
|
)
|
|
$
|
173.7
|
|
|
$
|
698.4
|
|
|
$
|
396.8
|
|
|
$
|
714.9
|
|
Net income (loss) attributable to ConAgra Foods, Inc.
(2)
|
|
$
|
(252.6
|
)
|
|
$
|
303.1
|
|
|
$
|
773.9
|
|
|
$
|
467.9
|
|
|
$
|
817.6
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to ConAgra Foods, Inc. common stockholders
(1)(2)
|
|
$
|
(1.46
|
)
|
|
$
|
0.38
|
|
|
$
|
1.67
|
|
|
$
|
0.94
|
|
|
$
|
1.66
|
|
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
(2)
|
|
$
|
(0.60
|
)
|
|
$
|
0.72
|
|
|
$
|
1.88
|
|
|
$
|
1.13
|
|
|
$
|
1.90
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to ConAgra Foods, Inc. common stockholders
(1)(2)
|
|
$
|
(1.46
|
)
|
|
$
|
0.37
|
|
|
$
|
1.64
|
|
|
$
|
0.93
|
|
|
$
|
1.64
|
|
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
(2)
|
|
$
|
(0.60
|
)
|
|
$
|
0.70
|
|
|
$
|
1.85
|
|
|
$
|
1.12
|
|
|
$
|
1.88
|
|
Cash dividends declared per share of common stock
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
0.99
|
|
|
$
|
0.95
|
|
|
$
|
0.89
|
|
At Year-End
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
17,542.2
|
|
|
$
|
19,319.5
|
|
|
$
|
20,349.7
|
|
|
$
|
11,431.7
|
|
|
$
|
11,400.5
|
|
Senior long-term debt (noncurrent)
|
|
$
|
6,693.0
|
|
|
$
|
8,524.6
|
|
|
$
|
8,635.3
|
|
|
$
|
2,652.3
|
|
|
$
|
2,666.1
|
|
Subordinated long-term debt (noncurrent)
|
|
$
|
195.9
|
|
|
$
|
195.9
|
|
|
$
|
195.9
|
|
|
$
|
195.9
|
|
|
$
|
195.9
|
|
(1)
|
Amounts exclude the impact of discontinued operations of the Gilroy Foods & Flavors™ operations, the frozen handhelds operations, the
Lightlife
®
operations, the Medallion Foods operations, and the ConAgra Mills operations.
|
(2)
|
Amounts include aggregate pre-tax goodwill and intangible impairment charges of $1.57 billion and $681.1 million for fiscal 2015 and 2014, respectively.
|
•
|
charges of $1.59 billion ($1.46 billion after-tax) related to the impairment of goodwill, other intangibles, and fixed assets impacting reporting units within our Private Brands segment,
|
•
|
charges of $85.5 million ($54.0 million after-tax) under our restructuring plans,
|
•
|
charges of $24.6 million ($15.1 million after-tax) related to early extinguishment of debt as a result of the payoff of our term loan facility and the repurchase of certain senior notes,
|
•
|
charges of $16.3 million ($10.1 million after-tax) in support of our integration of the former Ralcorp Holdings, Inc. ("Ralcorp") business,
|
•
|
a benefit of $7.0 million ($7.0 million after-tax) related to the reduction of the legal accrual for matters associated with the 2007 peanut butter recall,
|
•
|
a charge of $6.9 million ($4.2 million after-tax) reflecting the write-off of actuarial losses in excess of 10% of our pension liability,
|
•
|
charges of $5.1 million ($3.2 million after-tax) related to other intangible asset impairments in our Consumer Foods and Commercial Foods segments,
|
•
|
a charge of $3.7 million ($2.3 million after-tax) in connection with a legal matter, and
|
•
|
income tax benefits of $10.9 million from the implementation of a new tax position for federal tax credits and generation of state tax credits, relating to prior tax years.
|
•
|
a charge of $605.4 million ($574.8 million after-tax) related to the impairment of goodwill and other intangibles impacting reporting units within our Private Brands segment,
|
•
|
charges totaling $95.5 million ($59.9 million after-tax) in connection with our restructuring plans,
|
•
|
charges of $75.7 million ($47.7 million after-tax) related to other intangible asset impairments, primarily relating to the Chef Boyardee brand,
|
•
|
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 matured in fiscal 2014,
|
•
|
charges of $53.0 million ($33.3 million after-tax) in support of our integration of the former Ralcorp business,
|
•
|
a charge of $16.5 million ($10.4 million after-tax) in connection with the impairment of a small production facility,
|
•
|
a benefit of $10.2 million ($8.8 million after-tax) related to legal matters associated with the 2007 peanut butter recall, including a reduction of the legal accrual for matters associated with the recall (which is not tax deductible) and the reimbursement of settlement and defense costs from an insurer,
|
•
|
a charge of $8.9 million ($5.6 million after-tax) in connection with the impairment of certain assets received in connection with the bankruptcy of an onion products supplier,
|
•
|
charges of $6.4 million ($3.9 million after-tax) of transaction-related costs,
|
•
|
a benefit of $5.1 million ($3.2 million after-tax) in connection with the sale of land received in connection with the bankruptcy of an onion products supplier,
|
•
|
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 $66.4 million from a change in estimate related to tax methods used for certain international sales, changes in deferred state tax rates relating to various changes in legal structure and state tax filing positions, resolution of foreign tax matters that were previously reserved, the effect of a law change in Mexico requiring deconsolidation for tax reporting purposes, and the resolution of certain income tax matters related to dispositions of foreign operations in prior years.
|
|
Fiscal Years Ended
|
||||||
($ in millions)
|
May 31,
2015
|
|
May 25,
2014
|
||||
Net derivative gains (losses) incurred
|
$
|
(108.5
|
)
|
|
$
|
24.4
|
|
Less: Net derivative losses allocated to reporting segments
|
(58.3
|
)
|
|
(12.4
|
)
|
||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
(50.2
|
)
|
|
$
|
36.8
|
|
Net derivative losses allocated to Consumer Foods
|
$
|
(41.9
|
)
|
|
$
|
(5.9
|
)
|
Net derivative gains (losses) allocated to Commercial Foods
|
(4.7
|
)
|
|
4.3
|
|
||
Net derivative losses allocated to Private Brands
|
(11.7
|
)
|
|
(10.8
|
)
|
||
Net derivative losses included in segment operating profit
|
$
|
(58.3
|
)
|
|
$
|
(12.4
|
)
|
($ in millions)
Reporting Segment
|
Fiscal 2015 Net Sales
|
|
Fiscal 2014 Net Sales
|
|
% Inc
(Dec)
|
|||||
Consumer Foods
|
$
|
7,304.4
|
|
|
$
|
7,315.7
|
|
|
—
|
%
|
Commercial Foods
|
4,463.2
|
|
|
4,332.2
|
|
|
3
|
%
|
||
Private Brands
|
4,064.8
|
|
|
4,195.7
|
|
|
(3
|
)%
|
||
Total
|
$
|
15,832.4
|
|
|
$
|
15,843.6
|
|
|
—
|
%
|
•
|
charges of $1.59 billion related to impairment of goodwill, other intangibles, and fixed assets impacting reporting units within our Private Brands segment,
|
•
|
a decrease in advertising and promotion spending of $69.8 million,
|
•
|
a decrease in salaries and wages of $57.3 million, in connection with our efficiency and effectiveness initiatives,
|
•
|
expenses of $53.3 million in connection with our restructuring plans,
|
•
|
an increase in incentive compensation expense of $25.3 million,
|
•
|
charges of $24.6 million related to early extinguishment of debt as a result of the payoff of our term loan facility and the repurchase of certain senior notes,
|
•
|
expenses of $16.3 million in support of our integration of the former Ralcorp business,
|
•
|
an increase in stock compensation expenses of $12.2 million,
|
•
|
a benefit of $7.0 million related to the reduction of the legal accrual for pending matters associated with the 2007 peanut butter recall,
|
•
|
a charge of $6.9 million reflecting the year-end write-off of actuarial losses in excess of 10% of our pension liability,
|
•
|
charges of $5.1 million related to intangible asset impairments in our Consumer Foods and Commercial Foods segments, and
|
•
|
a charge of $3.7 million in connection with a legal matter.
|
•
|
charges of $605.4 million for the impairment of goodwill and other intangible assets within our Private Brands segment,
|
•
|
expenses of $76.6 million in connection with our restructuring plans,
|
•
|
charges of $75.7 million related to intangible asset impairments, primarily the Chef Boyardee brand,
|
•
|
expenses of $53.0 million in support of our integration of the former Ralcorp business,
|
•
|
a charge of $16.5 million in connection with the impairment of a small production facility,
|
•
|
a benefit of $10.2 million related legal matters associated with the 2007 peanut butter recall, including a reduction of the legal accrual for matters associated with the recall and the reimbursement of settlement and defense costs from an insurer,
|
•
|
a charge of $8.9 million in connection with the impairment of certain assets received in connection with the bankruptcy of an onion products supplier,
|
•
|
transaction-related costs of $6.4 million, and
|
•
|
a benefit of $5.1 million in connection with the sale of land received in connection with the bankruptcy of an onion products supplier.
|
($ in millions)
Reporting Segment
|
Fiscal 2015 Operating Profit (Loss)
|
|
Fiscal 2014 Operating Profit (Loss)
|
|
% Inc
(Dec)
|
|||||
Consumer Foods
|
$
|
1,069.7
|
|
|
$
|
892.0
|
|
|
20
|
%
|
Commercial Foods
|
568.5
|
|
|
537.7
|
|
|
6
|
%
|
||
Private Brands
|
(1,456.7
|
)
|
|
(373.4
|
)
|
|
290
|
%
|
($ in millions)
Reporting Segment
|
Fiscal 2014 Net Sales
|
|
Fiscal 2013 Net Sales
|
|
% Inc
(Dec)
|
|||||
Consumer Foods
|
7,315.7
|
|
|
7,551.4
|
|
|
(3
|
)%
|
||
Commercial Foods
|
4,332.2
|
|
|
4,109.7
|
|
|
5
|
%
|
||
Private Brands
|
4,195.7
|
|
|
1,808.2
|
|
|
132
|
%
|
||
Total
|
$
|
15,843.6
|
|
|
$
|
13,469.3
|
|
|
18
|
%
|
•
|
a decrease in incentive compensation expense of $74.5 million,
|
•
|
charges of $75.7 million related to intangible asset impairments, primarily the Chef Boyardee brand,
|
•
|
a decrease in advertising and promotion expenses of $49.4 million,
|
•
|
an increase in salaries and wages of $63.7 million,
|
•
|
a charge of $16.5 million in connection with the impairment of a small production facility,
|
•
|
a benefit of $10.2 million related to legal matters associated with the 2007 peanut butter recall, including a reduction of the legal accrual for matters associated with the recall, and the reimbursement of settlement and defense costs from an insurer,
|
•
|
a charge of $8.9 million in connection with the impairment of certain assets received in connection with the bankruptcy of an onion products supplier, and
|
•
|
a benefit of $5.1 million in connection with the sale of land received in connection with the bankruptcy of an onion products supplier.
|
•
|
charges of $605.4 million for the impairment of goodwill and other intangible assets within our Private Brands segment,
|
•
|
expenses of $76.6 million in connection with our restructuring plans,
|
•
|
$53.0 million in support of our integration of the former Ralcorp business, and
|
•
|
transaction-related costs of $6.4 million.
|
•
|
a benefit of $25.0 million related to the favorable settlement of an insurance matter associated with the 2007 peanut butter recall,
|
•
|
a charge of $10.2 million in connection with the impairment of certain assets received in connection with the bankruptcy of an onion products supplier,
|
•
|
a charge of $7.5 million in connection with legal matters associated with the 2007 peanut butter recall,
|
•
|
charges of $6.2 million related to early extinguishment of debt as a result of early payments on our Term Loan Facility,
|
•
|
a charge of $5.7 million reflecting the year-end write-off of actuarial losses in excess of 10% of our pension liability,
|
•
|
charges of $4.5 million related to environmental remediation matters related to Beatrice Company, and
|
•
|
charges of $3.0 million in connection with an accident at our Garner plant.
|
•
|
transaction-related costs of $108.2 million, principally relating to the acquisition of Ralcorp,
|
•
|
expenses of $31.9 million in connection with our restructuring plans, and
|
•
|
expenses of $21.6 million in support of our integration of the former Ralcorp business.
|
($ in millions)
Reporting Segment
|
Fiscal 2014 Operating Profit (Loss)
|
|
Fiscal 2013 Operating Profit
|
|
% Inc
(Dec)
|
|||||
Consumer Foods
|
$
|
892.0
|
|
|
$
|
984.4
|
|
|
(9
|
)%
|
Commercial Foods
|
537.7
|
|
|
585.5
|
|
|
(8
|
)%
|
||
Private Brands
|
(373.4
|
)
|
|
125.4
|
|
|
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
|
$
|
7,732.5
|
|
|
$
|
1,000.6
|
|
|
$
|
2,260.2
|
|
|
$
|
475.0
|
|
|
$
|
3,996.7
|
|
Capital lease obligations
|
68.8
|
|
|
8.4
|
|
|
14.5
|
|
|
8.7
|
|
|
37.2
|
|
|||||
Operating lease obligations
|
520.4
|
|
|
86.3
|
|
|
152.3
|
|
|
97.3
|
|
|
184.5
|
|
|||||
Purchase obligations
1
|
1,851.4
|
|
|
1,728.7
|
|
|
89.5
|
|
|
28.0
|
|
|
5.2
|
|
|||||
Notes payable
|
7.9
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
10,181.0
|
|
|
$
|
2,831.9
|
|
|
$
|
2,516.5
|
|
|
$
|
609.0
|
|
|
$
|
4,223.6
|
|
|
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
|
$
|
68.7
|
|
|
$
|
44.7
|
|
|
$
|
5.4
|
|
|
$
|
8.4
|
|
|
$
|
10.2
|
|
Standby Repurchase Obligations
|
2.8
|
|
|
1.1
|
|
|
0.5
|
|
|
0.5
|
|
|
0.7
|
|
|||||
Other commitments
|
2.0
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
73.5
|
|
|
$
|
47.8
|
|
|
$
|
5.9
|
|
|
$
|
8.9
|
|
|
$
|
10.9
|
|
($ in millions)
|
|
One Percent
Increase
|
|
One Percent
Decrease
|
||||
Effect on total service and interest cost
|
|
$
|
0.6
|
|
|
$
|
(0.5
|
)
|
Effect on postretirement benefit obligation
|
|
14.0
|
|
|
(12.5
|
)
|
|
Fair Value Impact
|
||||||
In Millions
|
Average
During the Fiscal Year Ended May 31, 2015
|
|
Average
During the Fiscal Year Ended May 25, 2014
|
||||
Processing Activities
|
|
|
|
||||
Energy commodities
|
$
|
1.2
|
|
|
$
|
1.1
|
|
Agriculture commodities
|
2.7
|
|
|
1.9
|
|
||
Other commodities
|
1.4
|
|
|
2.5
|
|
||
Foreign exchange
|
0.1
|
|
|
1.3
|
|
|
For the Fiscal Years Ended May
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
15,832.4
|
|
|
$
|
15,843.6
|
|
|
$
|
13,469.3
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of goods sold
|
12,523.9
|
|
|
12,331.7
|
|
|
10,104.4
|
|
|||
Selling, general and administrative expenses
|
3,472.1
|
|
|
2,771.2
|
|
|
2,065.9
|
|
|||
Interest expense, net
|
331.9
|
|
|
379.4
|
|
|
276.2
|
|
|||
Income (loss) from continuing operations before income taxes and equity method investment earnings
|
(495.5
|
)
|
|
361.3
|
|
|
1,022.8
|
|
|||
Income tax expense
|
234.0
|
|
|
220.1
|
|
|
361.9
|
|
|||
Equity method investment earnings
|
122.1
|
|
|
32.5
|
|
|
37.5
|
|
|||
Income (loss) from continuing operations
|
(607.4
|
)
|
|
173.7
|
|
|
698.4
|
|
|||
Income from discontinued operations, net of tax
|
366.6
|
|
|
141.4
|
|
|
87.7
|
|
|||
Net income (loss)
|
$
|
(240.8
|
)
|
|
$
|
315.1
|
|
|
$
|
786.1
|
|
Less: Net income attributable to noncontrolling interests
|
11.8
|
|
|
12.0
|
|
|
12.2
|
|
|||
Net income (loss) attributable to ConAgra Foods, Inc.
|
$
|
(252.6
|
)
|
|
$
|
303.1
|
|
|
$
|
773.9
|
|
Earnings (loss) per share — basic
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
(1.46
|
)
|
|
$
|
0.38
|
|
|
$
|
1.67
|
|
Income from discontinued operations attributable to ConAgra Foods, Inc. common stockholders
|
0.86
|
|
|
0.34
|
|
|
0.21
|
|
|||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
(0.60
|
)
|
|
$
|
0.72
|
|
|
$
|
1.88
|
|
Earnings (loss) per share — diluted
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
(1.46
|
)
|
|
$
|
0.37
|
|
|
$
|
1.64
|
|
Income from discontinued operations attributable to ConAgra Foods, Inc. common stockholders
|
0.86
|
|
|
0.33
|
|
|
0.21
|
|
|||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
(0.60
|
)
|
|
$
|
0.70
|
|
|
$
|
1.85
|
|
|
For the Fiscal Years Ended May
|
||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
||||||||||||||||||
Net income (loss)
|
$
|
(725.6
|
)
|
$
|
484.8
|
|
$
|
(240.8
|
)
|
|
$
|
617.9
|
|
$
|
(302.8
|
)
|
$
|
315.1
|
|
|
$
|
1,186.3
|
|
$
|
(400.2
|
)
|
$
|
786.1
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivative adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized derivative adjustments
|
—
|
|
—
|
|
—
|
|
|
49.6
|
|
(18.3
|
)
|
31.3
|
|
|
51.7
|
|
(19.2
|
)
|
32.5
|
|
|||||||||
Reclassification for derivative adjustments included in net income
|
(0.5
|
)
|
0.2
|
|
(0.3
|
)
|
|
55.0
|
|
(20.6
|
)
|
34.4
|
|
|
0.4
|
|
(0.1
|
)
|
0.3
|
|
|||||||||
Unrealized gains on available-for-sale securities
|
0.7
|
|
(0.3
|
)
|
0.4
|
|
|
0.2
|
|
(0.1
|
)
|
0.1
|
|
|
0.3
|
|
(0.1
|
)
|
0.2
|
|
|||||||||
Unrealized currency translation gains (losses)
|
(145.2
|
)
|
—
|
|
(145.2
|
)
|
|
(25.7
|
)
|
—
|
|
(25.7
|
)
|
|
2.1
|
|
—
|
|
2.1
|
|
|||||||||
Pension and post-employment benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized pension and post-employment benefit obligations
|
(94.9
|
)
|
36.7
|
|
(58.2
|
)
|
|
23.8
|
|
(8.2
|
)
|
15.6
|
|
|
103.8
|
|
(40.0
|
)
|
63.8
|
|
|||||||||
Reclassification for pension and post-employment benefit obligations included in net income
|
0.8
|
|
(0.3
|
)
|
0.5
|
|
|
3.3
|
|
(1.2
|
)
|
2.1
|
|
|
5.4
|
|
(2.0
|
)
|
3.4
|
|
|||||||||
Comprehensive income (loss)
|
(964.7
|
)
|
521.1
|
|
(443.6
|
)
|
|
724.1
|
|
(351.2
|
)
|
372.9
|
|
|
1,350.0
|
|
(461.6
|
)
|
888.4
|
|
|||||||||
Comprehensive income attributable to noncontrolling interests
|
4.6
|
|
(0.4
|
)
|
4.2
|
|
|
8.9
|
|
(0.9
|
)
|
8.0
|
|
|
13.1
|
|
(1.6
|
)
|
11.5
|
|
|||||||||
Comprehensive income (loss) attributable to ConAgra Foods, Inc.
|
$
|
(969.3
|
)
|
$
|
521.5
|
|
$
|
(447.8
|
)
|
|
$
|
715.2
|
|
$
|
(350.3
|
)
|
$
|
364.9
|
|
|
$
|
1,336.9
|
|
$
|
(460.0
|
)
|
$
|
876.9
|
|
|
May 31,
2015 |
|
May 25,
2014 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
183.1
|
|
|
$
|
141.3
|
|
Receivables, less allowance for doubtful accounts of $4.6 and $4.0
|
972.9
|
|
|
1,058.4
|
|
||
Inventories
|
2,201.2
|
|
|
2,077.0
|
|
||
Prepaid expenses and other current assets
|
310.5
|
|
|
322.4
|
|
||
Current assets held for sale
|
—
|
|
|
631.7
|
|
||
Total current assets
|
3,667.7
|
|
|
4,230.8
|
|
||
Property, plant and equipment
|
|
|
|
||||
Land and land improvements
|
190.5
|
|
|
218.4
|
|
||
Buildings, machinery and equipment
|
6,031.7
|
|
|
5,625.8
|
|
||
Furniture, fixtures, office equipment and other
|
898.2
|
|
|
902.4
|
|
||
Construction in progress
|
318.1
|
|
|
362.2
|
|
||
|
7,438.5
|
|
|
7,108.8
|
|
||
Less accumulated depreciation
|
(3,830.4
|
)
|
|
(3,472.8
|
)
|
||
Property, plant and equipment, net
|
3,608.1
|
|
|
3,636.0
|
|
||
Goodwill
|
6,300.3
|
|
|
7,828.5
|
|
||
Brands, trademarks and other intangibles, net
|
3,030.0
|
|
|
3,204.9
|
|
||
Other assets
|
936.1
|
|
|
220.4
|
|
||
Noncurrent assets held for sale
|
—
|
|
|
198.9
|
|
||
|
$
|
17,542.2
|
|
|
$
|
19,319.5
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
7.9
|
|
|
$
|
141.8
|
|
Current installments of long-term debt
|
1,008.0
|
|
|
84.1
|
|
||
Accounts payable
|
1,358.3
|
|
|
1,349.3
|
|
||
Accrued payroll
|
218.2
|
|
|
154.3
|
|
||
Other accrued liabilities
|
717.8
|
|
|
748.1
|
|
||
Current liabilities held for sale
|
—
|
|
|
164.8
|
|
||
Total current liabilities
|
3,310.2
|
|
|
2,642.4
|
|
||
Senior long-term debt, excluding current installments
|
6,693.0
|
|
|
8,524.6
|
|
||
Subordinated debt
|
195.9
|
|
|
195.9
|
|
||
Other noncurrent liabilities
|
2,733.1
|
|
|
2,599.4
|
|
||
Noncurrent liabilities held for sale
|
—
|
|
|
2.0
|
|
||
Total liabilities
|
12,932.2
|
|
|
13,964.3
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
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
|
1,049.4
|
|
|
1,036.9
|
|
||
Retained earnings
|
4,331.1
|
|
|
5,010.6
|
|
||
Accumulated other comprehensive loss
|
(329.5
|
)
|
|
(134.3
|
)
|
||
Less treasury stock, at cost, 139,702,605 and 145,992,121 common shares
|
(3,364.7
|
)
|
|
(3,494.4
|
)
|
||
Total ConAgra Foods, Inc. common stockholders' equity
|
4,526.0
|
|
|
5,258.5
|
|
||
Noncontrolling interests
|
84.0
|
|
|
96.7
|
|
||
Total stockholders' equity
|
4,610.0
|
|
|
5,355.2
|
|
||
|
$
|
17,542.2
|
|
|
$
|
19,319.5
|
|
|
|
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
|
|
|
|
|
|
|
|
56.2
|
|
|
(2.2
|
)
|
|
|
|
278.7
|
|
|
|
|
332.7
|
|
|||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
2.8
|
|
|
|
|
(0.7
|
)
|
|
2.1
|
|
||||||||||||
Issuance of treasury shares
|
|
|
|
|
|
50.1
|
|
|
|
|
|
|
219.1
|
|
|
|
|
269.2
|
|
||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
(245.0
|
)
|
|
|
|
(245.0
|
)
|
||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
|
0.2
|
|
|||||||||||||
Derivative adjustment, net of reclassification adjustment
|
|
|
|
|
|
|
|
|
|
32.8
|
|
|
|
|
|
|
|
32.8
|
|
||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
2.8
|
|
|
1.2
|
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
|
67.2
|
|
|
|
|
|
|
67.2
|
|
|||||||||||||
Dividends declared on common stock; $0.99 per share
|
|
|
|
|
|
|
|
(407.3
|
)
|
|
|
|
|
|
|
|
(407.3
|
)
|
|||||||||||||
Net income attributable to ConAgra Foods, Inc.
|
|
|
|
|
|
|
|
773.9
|
|
|
|
|
|
|
|
|
773.9
|
|
|||||||||||||
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
|
|
|
|
|
|
32.4
|
|
|
(0.8
|
)
|
|
|
|
120.5
|
|
|
|
|
152.1
|
|
|||||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
(21.7
|
)
|
|
|
|
(4.0
|
)
|
|
(25.7
|
)
|
||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
|
(100.0
|
)
|
|
|
|
(100.0
|
)
|
|||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
0.1
|
|
|||||||||||||
Derivative adjustment, net of reclassification adjustment
|
|
|
|
|
|
|
|
|
|
65.7
|
|
|
|
|
|
|
65.7
|
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
|
(1.7
|
)
|
|
|
|
|
|
|
|
2.1
|
|
|
0.4
|
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
|
17.7
|
|
|
|
|
|
|
17.7
|
|
|||||||||||||
Dividends declared on common stock; $1.00 per share
|
|
|
|
|
|
|
|
(421.2
|
)
|
|
|
|
|
|
|
|
(421.2
|
)
|
|||||||||||||
Net income attributable to ConAgra Foods, Inc.
|
|
|
|
|
|
|
|
303.1
|
|
|
|
|
|
|
|
|
303.1
|
|
|||||||||||||
Balance at May 25, 2014
|
|
567.9
|
|
|
2,839.7
|
|
|
1,036.9
|
|
|
5,010.6
|
|
|
(134.3
|
)
|
|
(3,494.4
|
)
|
|
96.7
|
|
|
5,355.2
|
|
|||||||
Stock option and incentive plans
|
|
|
|
|
|
14.2
|
|
|
(0.4
|
)
|
|
|
|
179.7
|
|
|
|
|
193.5
|
|
|||||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
(137.6
|
)
|
|
|
|
(7.6
|
)
|
|
(145.2
|
)
|
||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
|
(50.0
|
)
|
|
|
|
(50.0
|
)
|
|||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
0.4
|
|
|||||||||||||
Derivative adjustment, net of reclassification adjustment
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
(0.3
|
)
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
|
(1.7
|
)
|
|
|
|
|
|
|
|
(5.1
|
)
|
|
(6.8
|
)
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
|
(57.7
|
)
|
|
|
|
|
|
(57.7
|
)
|
|||||||||||||
Dividends declared on common stock; $1.00 per share
|
|
|
|
|
|
|
|
(426.5
|
)
|
|
|
|
|
|
|
|
(426.5
|
)
|
|||||||||||||
Net loss attributable to ConAgra Foods, Inc.
|
|
|
|
|
|
|
|
(252.6
|
)
|
|
|
|
|
|
|
|
(252.6
|
)
|
|||||||||||||
Balance at May 31, 2015
|
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,049.4
|
|
|
$
|
4,331.1
|
|
|
$
|
(329.5
|
)
|
|
$
|
(3,364.7
|
)
|
|
$
|
84.0
|
|
|
$
|
4,610.0
|
|
|
For the Fiscal Years Ended May
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(240.8
|
)
|
|
$
|
315.1
|
|
|
$
|
786.1
|
|
Income from discontinued operations
|
366.6
|
|
|
141.4
|
|
|
87.7
|
|
|||
Income (loss) from continuing operations
|
(607.4
|
)
|
|
173.7
|
|
|
698.4
|
|
|||
Adjustments to reconcile income (loss) from continuing operations to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
592.3
|
|
|
577.3
|
|
|
418.6
|
|
|||
Asset impairment charges
|
1,615.3
|
|
|
720.0
|
|
|
20.2
|
|
|||
Loss on sale of fixed assets
|
14.3
|
|
|
5.1
|
|
|
10.5
|
|
|||
Earnings of affiliates less than (in excess of) distributions
|
(30.8
|
)
|
|
13.6
|
|
|
(11.7
|
)
|
|||
Share-based payments expense
|
68.3
|
|
|
59.5
|
|
|
67.0
|
|
|||
Contributions to pension plans
|
(13.5
|
)
|
|
(18.3
|
)
|
|
(19.8
|
)
|
|||
Pension expense
|
(6.0
|
)
|
|
(5.9
|
)
|
|
23.5
|
|
|||
Other items
|
11.7
|
|
|
(36.3
|
)
|
|
(9.2
|
)
|
|||
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
|
|
|
|
|
|
||||||
Receivables
|
93.8
|
|
|
48.8
|
|
|
(52.2
|
)
|
|||
Inventories
|
(119.8
|
)
|
|
12.5
|
|
|
56.1
|
|
|||
Deferred income taxes and income taxes payable, net
|
(102.0
|
)
|
|
50.5
|
|
|
126.4
|
|
|||
Prepaid expenses and other current assets
|
(9.3
|
)
|
|
1.5
|
|
|
(13.3
|
)
|
|||
Accounts payable
|
(15.9
|
)
|
|
25.4
|
|
|
18.3
|
|
|||
Accrued payroll
|
70.5
|
|
|
(126.0
|
)
|
|
104.2
|
|
|||
Other accrued liabilities
|
(87.8
|
)
|
|
(46.8
|
)
|
|
(66.7
|
)
|
|||
Net cash flows from operating activities - continuing operations
|
1,473.7
|
|
|
1,454.6
|
|
|
1,370.3
|
|
|||
Net cash flows from operating activities - discontinued operations
|
6.9
|
|
|
114.0
|
|
|
41.9
|
|
|||
Net cash flows from operating activities
|
1,480.6
|
|
|
1,568.6
|
|
|
1,412.2
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(471.9
|
)
|
|
(592.3
|
)
|
|
(422.6
|
)
|
|||
Sale of property, plant and equipment
|
20.6
|
|
|
42.5
|
|
|
18.0
|
|
|||
Purchase of businesses, net of cash acquired
|
(95.7
|
)
|
|
(39.9
|
)
|
|
(5,018.8
|
)
|
|||
Purchase of intangible assets
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|||
Return of investment in equity method investee
|
391.4
|
|
|
—
|
|
|
—
|
|
|||
Investment in equity method investee
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||
Net cash flows from investing activities - continuing operations
|
(155.6
|
)
|
|
(589.7
|
)
|
|
(5,429.7
|
)
|
|||
Net cash flows from investing activities - discontinued operations
|
114.0
|
|
|
58.2
|
|
|
(36.1
|
)
|
|||
Net cash flows from investing activities
|
(41.6
|
)
|
|
(531.5
|
)
|
|
(5,465.8
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net short-term borrowings
|
(150.0
|
)
|
|
(43.2
|
)
|
|
145.0
|
|
|||
Issuance of long-term debt
|
550.0
|
|
|
—
|
|
|
6,217.7
|
|
|||
Debt issuance costs
|
(2.3
|
)
|
|
—
|
|
|
(56.6
|
)
|
|||
Repayment of long-term debt
|
(1,495.2
|
)
|
|
(569.2
|
)
|
|
(2,074.0
|
)
|
|||
Issuance of ConAgra Foods, Inc. common shares
|
—
|
|
|
—
|
|
|
269.2
|
|
|||
Repurchase of ConAgra Foods, Inc. common shares
|
(50.0
|
)
|
|
(100.0
|
)
|
|
(245.0
|
)
|
|||
Cash dividends paid
|
(425.2
|
)
|
|
(420.9
|
)
|
|
(400.7
|
)
|
|||
Exercise of stock options and issuance of other stock awards
|
153.8
|
|
|
103.7
|
|
|
274.4
|
|
|||
Other items
|
(11.3
|
)
|
|
(4.5
|
)
|
|
3.0
|
|
|||
Net cash flows from financing activities - continuing operations
|
(1,430.2
|
)
|
|
(1,034.1
|
)
|
|
4,133.0
|
|
|||
Net cash flows from financing activities - discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash flows from financing activities
|
(1,430.2
|
)
|
|
(1,034.1
|
)
|
|
4,133.0
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(8.8
|
)
|
|
(3.8
|
)
|
|
1.5
|
|
|||
Net change in cash and cash equivalents
|
—
|
|
|
(0.8
|
)
|
|
80.9
|
|
|||
Add: Cash balance included in assets held for sale at beginning of period
|
41.8
|
|
|
33.0
|
|
|
17.1
|
|
|||
Less: Cash balance included in assets held for sale at end of period
|
—
|
|
|
41.8
|
|
|
33.0
|
|
|||
Cash and cash equivalents at beginning of year
|
141.3
|
|
|
150.9
|
|
|
85.9
|
|
|||
Cash and cash equivalents at end of year
|
$
|
183.1
|
|
|
$
|
141.3
|
|
|
$
|
150.9
|
|
|
|
|
Land improvements
|
|
1 - 40 years
|
Buildings
|
|
15 - 40 years
|
Machinery and equipment
|
|
3 - 20 years
|
Furniture, fixtures, office equipment and other
|
|
5 - 15 years
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrealized currency translation gains (losses)
|
$
|
(113.9
|
)
|
|
$
|
23.7
|
|
|
$
|
45.4
|
|
Derivative adjustments, net of reclassification adjustments
|
0.9
|
|
|
1.2
|
|
|
(64.5
|
)
|
|||
Unrealized losses on available-for-sale securities
|
(0.7
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
|||
Pension and post-employment benefit obligations, net of reclassification adjustments
|
(215.8
|
)
|
|
(158.1
|
)
|
|
(175.8
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
(329.5
|
)
|
|
$
|
(134.3
|
)
|
|
$
|
(196.1
|
)
|
|
Fifty-three weeks ended
|
|
Fifty-two weeks ended
|
|
Affected Line Item in the Consolidated Statement of Operations
1
|
||||
|
2015
|
|
2014
|
|
|
||||
Net derivative adjustment, net of tax:
|
|
|
|
|
|
||||
Cash flow hedges
|
$
|
(0.5
|
)
|
|
$
|
0.1
|
|
|
Interest expense, net
|
Cash flow hedges
2
|
—
|
|
|
54.9
|
|
|
Selling, general and administrative expenses
|
||
|
(0.5
|
)
|
|
55.0
|
|
|
Total before tax
|
||
|
0.2
|
|
|
(20.6
|
)
|
|
Income tax expense (benefit)
|
||
|
$
|
(0.3
|
)
|
|
$
|
34.4
|
|
|
Net of tax
|
Amortization of pension and postretirement healthcare liabilities:
|
|
|
|
|
|
||||
Net prior service benefit
|
$
|
(4.2
|
)
|
|
$
|
(3.4
|
)
|
|
Selling, general and administrative expenses
|
Net actuarial loss
|
3.5
|
|
|
6.7
|
|
|
Selling, general and administrative expenses
|
||
Curtailment
|
1.5
|
|
|
—
|
|
|
Cost of goods sold
|
||
|
0.8
|
|
|
3.3
|
|
|
Total before tax
|
||
|
(0.3
|
)
|
|
(1.2
|
)
|
|
Income tax benefit
|
||
|
$
|
0.5
|
|
|
$
|
2.1
|
|
|
Net of tax
|
|
For the Fiscal Year Ended May 2013
|
||
Pro forma net sales
|
$
|
16,334.9
|
|
Pro forma net income from continuing operations
|
757.5
|
|
|
Pro forma net income from continuing operations per share—basic
|
1.84
|
|
|
Pro forma net income from continuing operations per share—diluted
|
1.81
|
|
|
Consumer Foods
|
|
Corporate
|
|
Commercial Foods
|
|
Private Brands
|
|
Total
|
||||||||||
Multi-employer pension costs
|
$
|
1.5
|
|
|
$
|
11.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.9
|
|
Accelerated depreciation
|
31.2
|
|
|
—
|
|
|
—
|
|
|
26.0
|
|
|
57.2
|
|
|||||
Other cost of goods sold
|
6.3
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
10.4
|
|
|||||
Total cost of goods sold
|
39.0
|
|
|
11.4
|
|
|
—
|
|
|
30.1
|
|
|
80.5
|
|
|||||
Severance and related costs
|
25.3
|
|
|
45.2
|
|
|
8.0
|
|
|
13.3
|
|
|
91.8
|
|
|||||
Accelerated depreciation
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|||||
Fixed asset impairment / Loss on disposal
|
2.6
|
|
|
0.4
|
|
|
—
|
|
|
21.1
|
|
|
24.1
|
|
|||||
Other selling, general and administrative expenses
|
17.9
|
|
|
33.8
|
|
|
—
|
|
|
16.3
|
|
|
68.0
|
|
|||||
Total selling, general and administrative expenses
|
45.8
|
|
|
82.3
|
|
|
8.0
|
|
|
50.7
|
|
|
186.8
|
|
|||||
Consolidated total
|
$
|
84.8
|
|
|
$
|
93.7
|
|
|
$
|
8.0
|
|
|
$
|
80.8
|
|
|
$
|
267.3
|
|
|
Consumer Foods
|
|
Corporate
|
|
Commercial Foods
|
|
Private Brands
|
|
Total
|
||||||||||
Multi-employer pension costs
|
$
|
1.5
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
Accelerated depreciation
|
19.1
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|
26.5
|
|
|||||
Other cost of goods sold
|
1.2
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
4.0
|
|
|||||
Total cost of goods sold
|
21.8
|
|
|
0.2
|
|
|
—
|
|
|
10.2
|
|
|
32.2
|
|
|||||
Severance and related costs
|
8.3
|
|
|
1.5
|
|
|
3.2
|
|
|
2.0
|
|
|
15.0
|
|
|||||
Accelerated depreciation
|
—
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|||||
Fixed asset impairment / Loss on disposal
|
0.6
|
|
|
0.4
|
|
|
—
|
|
|
17.2
|
|
|
18.2
|
|
|||||
Other selling, general and administrative expenses
|
4.4
|
|
|
6.9
|
|
|
—
|
|
|
6.7
|
|
|
18.0
|
|
|||||
Total selling, general and administrative expenses
|
13.3
|
|
|
10.6
|
|
|
3.2
|
|
|
25.9
|
|
|
53.0
|
|
|||||
Consolidated total
|
$
|
35.1
|
|
|
$
|
10.8
|
|
|
$
|
3.2
|
|
|
$
|
36.1
|
|
|
$
|
85.2
|
|
|
Consumer Foods
|
|
Corporate
|
|
Commercial Foods
|
|
Private Brands
|
|
Total
|
||||||||||
Multi-employer pension costs
|
$
|
1.5
|
|
|
$
|
11.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.9
|
|
Accelerated depreciation
|
21.5
|
|
|
—
|
|
|
—
|
|
|
22.5
|
|
|
44.0
|
|
|||||
Other cost of goods sold
|
2.0
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
5.4
|
|
|||||
Total cost of goods sold
|
25.0
|
|
|
11.4
|
|
|
—
|
|
|
25.9
|
|
|
62.3
|
|
|||||
Severance and related costs
|
21.0
|
|
|
44.1
|
|
|
8.0
|
|
|
10.9
|
|
|
84.0
|
|
|||||
Accelerated depreciation
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|||||
Fixed asset impairment / Loss on disposal
|
0.9
|
|
|
0.4
|
|
|
—
|
|
|
21.1
|
|
|
22.4
|
|
|||||
Other selling, general and administrative expenses
|
4.4
|
|
|
10.1
|
|
|
—
|
|
|
11.7
|
|
|
26.2
|
|
|||||
Total selling, general and administrative expenses
|
26.3
|
|
|
57.0
|
|
|
8.0
|
|
|
43.7
|
|
|
135.0
|
|
|||||
Consolidated total
|
$
|
51.3
|
|
|
$
|
68.4
|
|
|
$
|
8.0
|
|
|
$
|
69.6
|
|
|
$
|
197.3
|
|
|
Balance at
May 25,
2014
|
|
Costs Incurred
and Charged
to Expense
|
|
Costs Paid
or Otherwise Settled
|
|
Changes in
Estimates
|
|
Balance at
May 31,
2015
|
||||||||||
Multi-employer pension costs
|
$
|
11.2
|
|
|
$
|
1.5
|
|
|
$
|
(1.5
|
)
|
|
$
|
0.2
|
|
|
$
|
11.4
|
|
Severance and related costs
|
46.9
|
|
|
19.1
|
|
|
(45.5
|
)
|
|
(4.1
|
)
|
|
16.4
|
|
|||||
Other costs
|
6.0
|
|
|
24.6
|
|
|
(18.2
|
)
|
|
(2.9
|
)
|
|
9.5
|
|
|||||
Total
|
$
|
64.1
|
|
|
$
|
45.2
|
|
|
$
|
(65.2
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
37.3
|
|
|
Consumer
Foods
|
|
Corporate
|
|
Total
|
||||||
Severance and related costs
|
$
|
9.0
|
|
|
$
|
—
|
|
|
$
|
9.0
|
|
Asset impairment
|
5.4
|
|
|
2.5
|
|
|
7.9
|
|
|||
Other, net
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|||
Total selling, general and administrative expenses
|
21.2
|
|
|
2.5
|
|
|
23.7
|
|
|||
Consolidated total
|
$
|
21.2
|
|
|
$
|
2.5
|
|
|
$
|
23.7
|
|
|
May 31, 2015
|
|
May 25, 2014
|
||||
4.65% senior debt due January 2043
|
$
|
737.0
|
|
|
$
|
937.0
|
|
6.625% senior debt due August 2039 (including Ralcorp senior notes)
|
450.0
|
|
|
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
|
1,000.0
|
|
|
1,225.0
|
|
||
3.25% senior debt due September 2022
|
250.0
|
|
|
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
|
|
|
300.0
|
|
||
7.0% senior debt due April 2019
|
475.0
|
|
|
500.0
|
|
||
2.1% senior debt due March 2018
|
225.0
|
|
|
250.0
|
|
||
1.9% senior debt due January 2018
|
1,000.0
|
|
|
1,000.0
|
|
||
LIBOR plus 1.75% term loans due January 2018
|
—
|
|
|
900.0
|
|
||
5.819% senior debt due June 2017
|
475.0
|
|
|
500.0
|
|
||
LIBOR plus 0.37% term loans due July 2016
|
550.0
|
|
|
—
|
|
||
1.3% senior debt due January 2016
|
750.0
|
|
|
750.0
|
|
||
1.35% senior debt due September 2015
|
250.0
|
|
|
250.0
|
|
||
2.00% to 9.59% lease financing obligations due on various dates through 2040
|
68.7
|
|
|
78.7
|
|
||
Other indebtedness
|
10.9
|
|
|
86.4
|
|
||
Total face value of debt
|
7,801.3
|
|
|
8,736.8
|
|
||
Unamortized fair value adjustment of senior debt in connection with Ralcorp
|
146.7
|
|
|
154.5
|
|
||
Unamortized discounts/premiums
|
(32.8
|
)
|
|
(46.5
|
)
|
||
Unamortized debt issuance costs
|
(30.1
|
)
|
|
(46.9
|
)
|
||
Adjustment due to hedging activity
|
11.8
|
|
|
6.7
|
|
||
Less current installments
|
(1,008.0
|
)
|
|
(84.1
|
)
|
||
Total long-term debt
|
$
|
6,888.9
|
|
|
$
|
8,720.5
|
|
4.95% senior notes due August 2020 (2.92% effective interest rate)
|
$
|
282.7
|
|
6.625% senior notes due August 2039 (4.86% effective interest rate)
|
433.3
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Long-term debt
|
$
|
336.9
|
|
|
$
|
393.8
|
|
|
$
|
284.0
|
|
Short-term debt
|
2.8
|
|
|
1.5
|
|
|
0.6
|
|
|||
Interest income
|
(1.2
|
)
|
|
(2.3
|
)
|
|
(2.9
|
)
|
|||
Interest capitalized
|
(6.6
|
)
|
|
(13.6
|
)
|
|
(5.5
|
)
|
|||
|
$
|
331.9
|
|
|
$
|
379.4
|
|
|
$
|
276.2
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
16.2
|
|
|
$
|
1,929.3
|
|
|
$
|
2,014.9
|
|
Net gain on sale of businesses
|
$
|
627.3
|
|
|
$
|
116.6
|
|
|
$
|
—
|
|
Long-lived asset impairment charge
|
—
|
|
|
(25.4
|
)
|
|
—
|
|
|||
Income (loss) from operations of discontinued operations before income taxes
|
(9.9
|
)
|
|
132.6
|
|
|
126.0
|
|
|||
Income before income taxes
|
617.4
|
|
|
223.8
|
|
|
126.0
|
|
|||
Income tax expense
|
250.8
|
|
|
82.7
|
|
|
38.3
|
|
|||
Equity method investment earnings
|
—
|
|
|
0.3
|
|
|
—
|
|
|||
Income from discontinued operations, net of tax
|
$
|
366.6
|
|
|
$
|
141.4
|
|
|
$
|
87.7
|
|
|
May 25, 2014
|
||
Cash and cash equivalents
|
$
|
41.8
|
|
Receivables, less allowance for doubtful accounts of $1.2
|
172.4
|
|
|
Receivable on sale of flour milling assets
|
162.4
|
|
|
Inventories
|
215.6
|
|
|
Prepaids and other current assets
|
39.5
|
|
|
Current assets held for sale
|
$
|
631.7
|
|
Property, plant and equipment, net
|
$
|
186.8
|
|
Goodwill
|
8.0
|
|
|
Brands, trademarks and other intangibles, net
|
0.9
|
|
|
Other assets
|
3.2
|
|
|
Noncurrent assets held for sale
|
$
|
198.9
|
|
Current installments of long-term debt
|
$
|
0.1
|
|
Accounts payable
|
143.1
|
|
|
Accrued payroll
|
2.3
|
|
|
Other accrued liabilities
|
19.3
|
|
|
Current liabilities held for sale
|
$
|
164.8
|
|
Senior long-term debt, excluding current installments
|
$
|
0.1
|
|
Other noncurrent liabilities
|
1.9
|
|
|
Noncurrent liabilities held for sale
|
$
|
2.0
|
|
|
2015
|
||
Net Sales:
|
|
||
Ardent Mills
|
$
|
3,299.2
|
|
Potato joint ventures
|
885.4
|
|
|
Others
|
167.3
|
|
|
Total net sales
|
$
|
4,351.9
|
|
Gross margin
|
553.7
|
|
|
Earnings after income taxes
|
$
|
279.0
|
|
|
May 31,
2015
|
||
Current assets
|
$
|
1,422.6
|
|
Noncurrent assets
|
1,887.7
|
|
|
Current liabilities
|
603.9
|
|
|
Noncurrent liabilities
|
691.3
|
|
|
May 31,
2015 |
|
May 25,
2014 |
||||
Cash and cash equivalents
|
$
|
13.7
|
|
|
$
|
17.7
|
|
Receivables, less allowance for doubtful accounts
|
0.2
|
|
|
—
|
|
||
Inventories
|
1.3
|
|
|
1.4
|
|
||
Prepaid expenses and other current assets
|
0.3
|
|
|
0.3
|
|
||
Property, plant and equipment, net
|
53.2
|
|
|
51.8
|
|
||
Goodwill
|
18.8
|
|
|
18.8
|
|
||
Brands, trademarks and other intangibles, net
|
6.0
|
|
|
6.7
|
|
||
Total assets
|
$
|
93.5
|
|
|
$
|
96.7
|
|
Accounts payable
|
$
|
16.9
|
|
|
$
|
12.2
|
|
Accrued payroll
|
0.7
|
|
|
0.5
|
|
||
Other accrued liabilities
|
0.6
|
|
|
0.6
|
|
||
Other noncurrent liabilities (minority interest)
|
31.3
|
|
|
33.3
|
|
||
Total liabilities
|
$
|
49.5
|
|
|
$
|
46.6
|
|
|
Consumer
Foods
|
|
Commercial
Foods
|
|
Private Brands
|
|
Total
|
||||||||
Balance as of May 26, 2013
|
$
|
3,760.5
|
|
|
$
|
865.0
|
|
|
$
|
3,793.2
|
|
|
$
|
8,418.7
|
|
Impairment
|
—
|
|
|
—
|
|
|
(602.2
|
)
|
|
(602.2
|
)
|
||||
Currency translation and purchase accounting adjustments
|
(12.0
|
)
|
|
0.4
|
|
|
23.6
|
|
|
12.0
|
|
||||
Balance as of May 25, 2014
|
$
|
3,748.5
|
|
|
$
|
865.4
|
|
|
$
|
3,214.6
|
|
|
$
|
7,828.5
|
|
Impairment
|
—
|
|
|
—
|
|
|
(1,527.9
|
)
|
|
(1,527.9
|
)
|
||||
Acquisitions
|
20.0
|
|
|
23.8
|
|
|
—
|
|
|
43.8
|
|
||||
Currency translation and purchase accounting adjustments
|
(25.4
|
)
|
|
(1.5
|
)
|
|
(17.2
|
)
|
|
(44.1
|
)
|
||||
Balance as of May 31, 2015
|
$
|
3,743.1
|
|
|
$
|
887.7
|
|
|
$
|
1,669.5
|
|
|
$
|
6,300.3
|
|
|
2015
|
|
2014
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Non-amortizing intangible assets
|
$
|
1,000.5
|
|
|
$
|
—
|
|
|
$
|
1,059.5
|
|
|
$
|
—
|
|
Amortizing intangible assets
|
2,367.4
|
|
|
337.9
|
|
|
2,376.1
|
|
|
230.7
|
|
||||
|
$
|
3,367.9
|
|
|
$
|
337.9
|
|
|
$
|
3,435.6
|
|
|
$
|
230.7
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss) available to ConAgra Foods, Inc. common stockholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
(619.2
|
)
|
|
$
|
161.7
|
|
|
$
|
686.2
|
|
Income from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders
|
366.6
|
|
|
141.4
|
|
|
87.7
|
|
|||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
(252.6
|
)
|
|
$
|
303.1
|
|
|
$
|
773.9
|
|
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated
|
1.7
|
|
|
1.7
|
|
|
1.6
|
|
|||
Net income (loss) available to ConAgra Foods, Inc. common stockholders
|
$
|
(254.3
|
)
|
|
$
|
301.4
|
|
|
$
|
772.3
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
426.1
|
|
|
421.3
|
|
|
410.8
|
|
|||
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities
|
—
|
|
|
6.2
|
|
|
6.8
|
|
|||
Diluted weighted average shares outstanding
|
426.1
|
|
|
427.5
|
|
|
417.6
|
|
|
May 31, 2015
|
|
May 25, 2014
|
||||
Raw materials and packaging
|
$
|
561.3
|
|
|
$
|
498.6
|
|
Work in process
|
134.4
|
|
|
118.6
|
|
||
Finished goods
|
1,380.1
|
|
|
1,335.3
|
|
||
Supplies and other
|
125.4
|
|
|
124.5
|
|
||
Total
|
$
|
2,201.2
|
|
|
$
|
2,077.0
|
|
|
May 31, 2015
|
|
May 25, 2014
|
||||
Postretirement health care and pension obligations
|
$
|
809.0
|
|
|
$
|
735.0
|
|
Noncurrent income tax liabilities
|
1,588.9
|
|
|
1,510.1
|
|
||
Self-insurance liabilities
|
100.1
|
|
|
107.6
|
|
||
Environmental liabilities (see Note 17)
|
55.0
|
|
|
63.0
|
|
||
Other
|
288.0
|
|
|
256.4
|
|
||
|
2,841.0
|
|
|
2,672.1
|
|
||
Less current portion
|
(107.9
|
)
|
|
(72.7
|
)
|
||
|
$
|
2,733.1
|
|
|
$
|
2,599.4
|
|
|
2015
|
|
2014
|
|
2013
|
Expected volatility (%)
|
17.45
|
|
21.13
|
|
22.95
|
Dividend yield (%)
|
3.10
|
|
3.24
|
|
3.77
|
Risk-free interest rates (%)
|
1.58
|
|
1.37
|
|
0.57
|
Expected life of stock option (years)
|
4.92
|
|
4.91
|
|
4.80
|
Options
|
Number
of Options
(in Millions)
|
|
Weighted
Average
Exercise
Price
|
|
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic
Value (in
Millions)
|
|||||
Outstanding at May 25, 2014
|
18.6
|
|
|
$
|
26.15
|
|
|
|
|
|
||
Granted
|
4.4
|
|
|
$
|
31.71
|
|
|
|
|
|
||
Exercised
|
(6.4
|
)
|
|
$
|
23.77
|
|
|
|
|
$
|
69.5
|
|
Forfeited
|
(1.0
|
)
|
|
$
|
31.51
|
|
|
|
|
|
||
Expired
|
(0.1
|
)
|
|
$
|
34.54
|
|
|
|
|
|
||
Outstanding at May 31, 2015
|
15.5
|
|
|
$
|
28.28
|
|
|
5.65
|
|
$
|
160.4
|
|
Exercisable at May 31, 2015
|
8.9
|
|
|
$
|
25.29
|
|
|
3.37
|
|
$
|
117.9
|
|
|
Stock-settled
|
|
Cash-settled
|
||||||||||
Share Units
|
Share Units
(in millions)
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Share Units
(in millions)
|
|
Weighted
Average
Grant-Date
Fair Value
|
||||||
Nonvested share units at May 25, 2014
|
3.03
|
|
|
$
|
28.71
|
|
|
1.58
|
|
|
$
|
30.60
|
|
Granted
|
0.93
|
|
|
$
|
31.71
|
|
|
0.89
|
|
|
$
|
30.89
|
|
Vested/Issued
|
(1.50
|
)
|
|
$
|
26.61
|
|
|
(0.05
|
)
|
|
$
|
27.35
|
|
Forfeited
|
(0.30
|
)
|
|
$
|
30.58
|
|
|
(0.25
|
)
|
|
$
|
31.02
|
|
Nonvested share units at May 31, 2015
|
2.16
|
|
|
$
|
31.20
|
|
|
2.17
|
|
|
$
|
30.74
|
|
Performance Shares
|
Shares
(in Millions)
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested performance shares at May 25, 2014
|
1.17
|
|
|
$
|
28.27
|
|
Granted
|
0.50
|
|
|
$
|
30.89
|
|
Adjustments for performance results attained and dividend equivalents
|
0.04
|
|
|
$
|
26.11
|
|
Vested/Issued
|
(0.45
|
)
|
|
$
|
26.10
|
|
Forfeited
|
(0.20
|
)
|
|
$
|
31.50
|
|
Nonvested performance shares at May 31, 2015
|
1.06
|
|
|
$
|
29.74
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
(444.5
|
)
|
|
$
|
276.9
|
|
|
$
|
962.6
|
|
Canada
|
9.1
|
|
|
57.2
|
|
|
49.2
|
|
|||
Foreign - other
|
62.0
|
|
|
59.7
|
|
|
48.5
|
|
|||
|
$
|
(373.4
|
)
|
|
$
|
393.8
|
|
|
$
|
1,060.3
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
301.4
|
|
|
$
|
312.1
|
|
|
$
|
149.0
|
|
State
|
28.3
|
|
|
29.2
|
|
|
23.5
|
|
|||
Canada
|
8.1
|
|
|
11.4
|
|
|
11.4
|
|
|||
Foreign - other
|
21.2
|
|
|
10.9
|
|
|
12.4
|
|
|||
|
359.0
|
|
|
363.6
|
|
|
196.3
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(88.6
|
)
|
|
(76.1
|
)
|
|
160.9
|
|
|||
State
|
(31.2
|
)
|
|
(56.7
|
)
|
|
4.5
|
|
|||
Canada
|
2.8
|
|
|
3.3
|
|
|
1.6
|
|
|||
Foreign - other
|
(8.0
|
)
|
|
(14.0
|
)
|
|
(1.4
|
)
|
|||
|
(125.0
|
)
|
|
(143.5
|
)
|
|
165.6
|
|
|||
|
$
|
234.0
|
|
|
$
|
220.1
|
|
|
$
|
361.9
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Computed U.S. Federal income taxes
|
$
|
(130.7
|
)
|
|
$
|
137.8
|
|
|
$
|
371.1
|
|
State income taxes, net of U.S. Federal tax impact
|
23.2
|
|
|
19.3
|
|
|
17.1
|
|
|||
Tax credits and domestic manufacturing deduction
|
(35.6
|
)
|
|
(27.5
|
)
|
|
(20.4
|
)
|
|||
Audit adjustments and settlements
|
(5.2
|
)
|
|
(19.1
|
)
|
|
0.5
|
|
|||
Effect of taxes booked on foreign operations
|
(13.7
|
)
|
|
(20.6
|
)
|
|
(11.5
|
)
|
|||
Statute lapses on previously reserved items
|
(9.4
|
)
|
|
(7.4
|
)
|
|
(4.8
|
)
|
|||
Goodwill and intangible impairments
|
429.1
|
|
|
185.2
|
|
|
—
|
|
|||
Change in legal structure and other state elections
|
—
|
|
|
(23.5
|
)
|
|
—
|
|
|||
Change in estimate related to tax methods used for certain international sales, federal credits, and state credits.
|
(11.1
|
)
|
|
(20.9
|
)
|
|
—
|
|
|||
Other
|
(12.6
|
)
|
|
(3.2
|
)
|
|
9.9
|
|
|||
|
$
|
234.0
|
|
|
$
|
220.1
|
|
|
$
|
361.9
|
|
|
May 31, 2015
|
|
May 25, 2014
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Property, plant and equipment
|
$
|
—
|
|
|
$
|
546.9
|
|
|
$
|
—
|
|
|
$
|
553.6
|
|
Goodwill, trademarks and other intangible assets
|
—
|
|
|
1,218.5
|
|
|
—
|
|
|
1,345.4
|
|
||||
Accrued expenses
|
27.8
|
|
|
—
|
|
|
34.8
|
|
|
—
|
|
||||
Compensation related liabilities
|
81.7
|
|
|
—
|
|
|
69.2
|
|
|
—
|
|
||||
Pension and other postretirement benefits
|
306.2
|
|
|
—
|
|
|
279.2
|
|
|
—
|
|
||||
Investment in unconsolidated subsidiaries
|
—
|
|
|
211.6
|
|
|
—
|
|
|
7.7
|
|
||||
Derivative cash flow hedge
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.8
|
|
||||
Other liabilities that will give rise to future tax deductions
|
135.5
|
|
|
—
|
|
|
150.7
|
|
|
—
|
|
||||
Net operating loss carryforwards
|
43.0
|
|
|
—
|
|
|
56.0
|
|
|
—
|
|
||||
Other
|
117.2
|
|
|
60.2
|
|
|
124.7
|
|
|
25.7
|
|
||||
|
711.4
|
|
|
2,037.8
|
|
|
714.6
|
|
|
1,933.2
|
|
||||
Less: Valuation allowance
|
(41.5
|
)
|
|
—
|
|
|
(43.3
|
)
|
|
—
|
|
||||
Net deferred taxes
|
$
|
669.9
|
|
|
$
|
2,037.8
|
|
|
$
|
671.3
|
|
|
$
|
1,933.2
|
|
Beginning balance on May 25, 2014
|
$
|
84.9
|
|
Increases from positions established during prior periods
|
4.1
|
|
|
Decreases from positions established during prior periods
|
(1.7
|
)
|
|
Increases from positions established during the current period
|
4.4
|
|
|
Decreases relating to settlements with taxing authorities
|
(6.3
|
)
|
|
Reductions resulting from lapse of applicable statute of limitation
|
(10.0
|
)
|
|
Other adjustments to liability
|
(1.7
|
)
|
|
Ending balance on May 31, 2015
|
$
|
73.7
|
|
2016
|
$
|
86.3
|
|
2017
|
82.0
|
|
|
2018
|
70.3
|
|
|
2019
|
56.7
|
|
|
2020
|
40.6
|
|
|
Later years
|
184.5
|
|
|
|
$
|
520.4
|
|
|
May 31, 2015
|
|
May 25, 2014
|
||||
Prepaid expenses and other current assets
|
$
|
32.2
|
|
|
$
|
38.8
|
|
Other accrued liabilities
|
14.2
|
|
|
10.4
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
20.8
|
|
|
Other accrued liabilities
|
|
$
|
26.9
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
17.7
|
|
|
Other accrued liabilities
|
|
0.4
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
1.0
|
|
|
Other accrued liabilities
|
|
0.1
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
39.5
|
|
|
|
|
$
|
27.4
|
|
Total derivatives
|
|
|
$
|
39.5
|
|
|
|
|
$
|
27.4
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Interest rate contracts
|
Prepaid expenses and other current assets
|
|
$
|
9.1
|
|
|
Other accrued liabilities
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
9.1
|
|
|
|
|
$
|
—
|
|
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
28.6
|
|
|
Other accrued liabilities
|
|
$
|
13.9
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
13.4
|
|
|
Other accrued liabilities
|
|
3.3
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
0.7
|
|
|
Other accrued liabilities
|
|
—
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
42.7
|
|
|
|
|
$
|
17.2
|
|
Total derivatives
|
|
|
$
|
51.8
|
|
|
|
|
$
|
17.2
|
|
|
|
For the Fiscal Year Ended May 31, 2015
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Location in Consolidated Statement of Operations of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Consolidated
Statement of Operations
|
||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
(109.8
|
)
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
1.3
|
|
|
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
10.6
|
|
|
Interest rate contracts
|
|
Selling, general and administrative expense
|
|
(1.4
|
)
|
|
Total gain from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
(99.3
|
)
|
|
|
For the Fiscal Year Ended May 25, 2014
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Location in Consolidated Statement of Operations of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Consolidated
Statement of Operations
|
||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
24.9
|
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
1.9
|
|
|
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
5.0
|
|
|
Interest rate contracts
|
|
Selling, general and administrative expense
|
|
(54.9
|
)
|
|
Total gain from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
(23.1
|
)
|
|
|
For the Fiscal Year Ended May 26, 2013
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Location in Consolidated Statement of Operations of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Consolidated
Statement of Operations
|
||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
57.6
|
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
20.3
|
|
|
Commodity contracts
|
|
Selling, general and administrative expense
|
|
0.1
|
|
|
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
0.1
|
|
|
Total gain from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
78.1
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
3,979.0
|
|
|
$
|
3,817.5
|
|
|
$
|
283.5
|
|
|
$
|
302.8
|
|
Service cost
|
88.5
|
|
|
89.0
|
|
|
0.6
|
|
|
0.7
|
|
||||
Interest cost
|
161.3
|
|
|
151.1
|
|
|
9.9
|
|
|
9.7
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
5.9
|
|
|
6.1
|
|
||||
Amendments
|
0.7
|
|
|
2.2
|
|
|
(3.3
|
)
|
|
(5.7
|
)
|
||||
Actuarial loss (gain)
|
35.7
|
|
|
79.5
|
|
|
(35.9
|
)
|
|
(4.6
|
)
|
||||
Special termination benefits
|
6.9
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(176.7
|
)
|
|
(159.5
|
)
|
|
(24.3
|
)
|
|
(25.1
|
)
|
||||
Currency
|
(3.2
|
)
|
|
(1.2
|
)
|
|
(1.0
|
)
|
|
(0.4
|
)
|
||||
Benefit obligation at end of year
|
$
|
4,092.2
|
|
|
$
|
3,979.0
|
|
|
$
|
235.4
|
|
|
$
|
283.5
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
3,546.0
|
|
|
$
|
3,343.3
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
Actual return on plan assets
|
178.6
|
|
|
358.8
|
|
|
(0.3
|
)
|
|
0.2
|
|
||||
Employer contributions
|
13.5
|
|
|
18.3
|
|
|
18.5
|
|
|
19.0
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
5.9
|
|
|
6.1
|
|
||||
Investment and administrative expenses
|
(18.8
|
)
|
|
(13.8
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(176.7
|
)
|
|
(159.5
|
)
|
|
(24.3
|
)
|
|
(25.1
|
)
|
||||
Currency
|
(3.6
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
3,539.0
|
|
|
$
|
3,546.0
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Funded Status
|
|
$
|
(553.2
|
)
|
|
$
|
(433.0
|
)
|
|
$
|
(235.3
|
)
|
|
$
|
(283.2
|
)
|
Amounts Recognized in Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
$
|
20.5
|
|
|
$
|
18.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other accrued liabilities
|
|
(10.7
|
)
|
|
(10.0
|
)
|
|
(23.3
|
)
|
|
(25.0
|
)
|
||||
Other noncurrent liabilities
|
|
(563.0
|
)
|
|
(441.8
|
)
|
|
(212.0
|
)
|
|
(258.2
|
)
|
||||
Net Amount Recognized
|
|
$
|
(553.2
|
)
|
|
$
|
(433.0
|
)
|
|
$
|
(235.3
|
)
|
|
$
|
(283.2
|
)
|
Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax)
|
|
|
|
|
|
|
|
|
||||||||
Actuarial net loss
|
|
$
|
339.6
|
|
|
$
|
202.8
|
|
|
$
|
16.1
|
|
|
$
|
55.3
|
|
Net prior service cost (benefit)
|
|
14.2
|
|
|
18.7
|
|
|
(25.0
|
)
|
|
(29.6
|
)
|
||||
Total
|
|
$
|
353.8
|
|
|
$
|
221.5
|
|
|
$
|
(8.9
|
)
|
|
$
|
25.7
|
|
Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 31, 2015 and May 25, 2014
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
|
4.10
|
%
|
|
4.15
|
%
|
|
3.50
|
%
|
|
3.65
|
%
|
||||
Long-term rate of compensation increase
|
|
3.70
|
%
|
|
4.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
2015
|
|
2014
|
||||
Projected benefit obligation
|
|
$
|
3,805.8
|
|
|
$
|
3,390.9
|
|
Accumulated benefit obligation
|
|
3,658.3
|
|
|
3,289.3
|
|
||
Fair value of plan assets
|
|
3,232.1
|
|
|
2,942.5
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Service cost
|
$
|
88.5
|
|
|
$
|
89.0
|
|
|
$
|
81.8
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
Interest cost
|
161.3
|
|
|
151.1
|
|
|
150.1
|
|
|
9.9
|
|
|
9.7
|
|
|
10.5
|
|
||||||
Expected return on plan assets
|
(267.9
|
)
|
|
(252.9
|
)
|
|
(216.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (benefit)
|
3.7
|
|
|
3.8
|
|
|
3.6
|
|
|
(7.9
|
)
|
|
(7.2
|
)
|
|
(8.2
|
)
|
||||||
Special termination benefits
|
6.9
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial loss
|
6.9
|
|
|
2.7
|
|
|
3.6
|
|
|
3.5
|
|
|
6.7
|
|
|
5.9
|
|
||||||
Curtailment loss
|
1.5
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit cost — Company plans
|
0.9
|
|
|
(5.9
|
)
|
|
23.5
|
|
|
6.1
|
|
|
9.9
|
|
|
8.8
|
|
||||||
Pension benefit cost — multi-employer plans
|
12.4
|
|
|
12.6
|
|
|
23.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total benefit cost
|
$
|
13.3
|
|
|
$
|
6.7
|
|
|
$
|
47.1
|
|
|
$
|
6.1
|
|
|
$
|
9.9
|
|
|
$
|
8.8
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net actuarial gain (loss)
|
|
$
|
(143.8
|
)
|
|
$
|
12.7
|
|
|
$
|
35.8
|
|
|
$
|
4.9
|
|
Amendments
|
|
(0.6
|
)
|
|
(2.2
|
)
|
|
3.3
|
|
|
5.7
|
|
||||
Amortization of prior service cost (benefit)
|
|
5.2
|
|
|
3.8
|
|
|
(7.9
|
)
|
|
(7.2
|
)
|
||||
Recognized net actuarial loss
|
|
6.9
|
|
|
2.7
|
|
|
3.5
|
|
|
6.7
|
|
||||
Net amount recognized
|
|
$
|
(132.3
|
)
|
|
$
|
17.0
|
|
|
$
|
34.7
|
|
|
$
|
10.1
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Discount rate
|
|
4.15
|
%
|
|
4.05
|
%
|
|
4.50
|
%
|
|
3.65
|
%
|
|
3.35
|
%
|
|
3.90
|
%
|
Long-term rate of return on plan assets
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Long-term rate of compensation increase
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Prior service cost (benefit)
|
|
$
|
2.7
|
|
|
$
|
(8.1
|
)
|
Net actuarial loss
|
|
NA
|
|
|
NA
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
2.4
|
|
|
$
|
80.3
|
|
|
$
|
—
|
|
|
$
|
82.7
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
542.2
|
|
|
90.9
|
|
|
—
|
|
|
633.1
|
|
||||
International equity securities
|
|
362.9
|
|
|
448.8
|
|
|
—
|
|
|
811.7
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
|
43.9
|
|
|
290.5
|
|
|
—
|
|
|
334.4
|
|
||||
Corporate bonds
|
|
49.6
|
|
|
394.9
|
|
|
—
|
|
|
444.5
|
|
||||
Mortgage-backed bonds
|
|
49.5
|
|
|
24.0
|
|
|
—
|
|
|
73.5
|
|
||||
Real estate funds
|
|
—
|
|
|
6.6
|
|
|
344.9
|
|
|
351.5
|
|
||||
Multi-strategy hedge funds
|
|
—
|
|
|
—
|
|
|
484.5
|
|
|
484.5
|
|
||||
Private equity funds
|
|
—
|
|
|
—
|
|
|
93.0
|
|
|
93.0
|
|
||||
Master limited partnerships
|
|
191.4
|
|
|
—
|
|
|
—
|
|
|
191.4
|
|
||||
Private natural resources funds
|
|
—
|
|
|
11.9
|
|
|
19.9
|
|
|
31.8
|
|
||||
Net receivables for unsettled transactions
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||
Total assets
|
|
$
|
1,248.8
|
|
|
$
|
1,347.9
|
|
|
$
|
942.3
|
|
|
$
|
3,539.0
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
2.4
|
|
|
$
|
150.2
|
|
|
$
|
—
|
|
|
$
|
152.6
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
535.4
|
|
|
93.2
|
|
|
—
|
|
|
628.6
|
|
||||
International equity securities
|
|
589.7
|
|
|
232.3
|
|
|
—
|
|
|
822.0
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
|
114.0
|
|
|
266.3
|
|
|
—
|
|
|
380.3
|
|
||||
Corporate bonds
|
|
63.8
|
|
|
344.6
|
|
|
—
|
|
|
408.4
|
|
||||
Mortgage-backed bonds
|
|
50.2
|
|
|
77.7
|
|
|
—
|
|
|
127.9
|
|
||||
Real estate funds
|
|
2.8
|
|
|
24.0
|
|
|
170.6
|
|
|
197.4
|
|
||||
Multi-strategy hedge funds
|
|
—
|
|
|
—
|
|
|
462.3
|
|
|
462.3
|
|
||||
Private equity funds
|
|
—
|
|
|
—
|
|
|
81.3
|
|
|
81.3
|
|
||||
Master limited partnerships
|
|
263.3
|
|
|
—
|
|
|
—
|
|
|
263.3
|
|
||||
Private natural resources funds
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|
16.6
|
|
||||
Net receivables for unsettled transactions
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
||||
Total assets
|
|
$
|
1,626.9
|
|
|
$
|
1,188.3
|
|
|
$
|
730.8
|
|
|
$
|
3,546.0
|
|
|
|
May 31, 2015
|
|
May 25, 2014
|
|
Target
Allocation
|
||
Equity securities
|
|
41
|
%
|
|
41
|
%
|
|
25% - 45%
|
Debt securities
|
|
24
|
%
|
|
26
|
%
|
|
14% - 24%
|
Real estate funds
|
|
10
|
%
|
|
6
|
%
|
|
1% - 19%
|
Multi-strategy hedge funds
|
|
14
|
%
|
|
13
|
%
|
|
5% - 25%
|
Private equity
|
|
2
|
%
|
|
2
|
%
|
|
3% - 13%
|
Other
|
|
9
|
%
|
|
12
|
%
|
|
3% - 30%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
Fair Value
May 25, 2014
|
|
Realized Gains (Losses)
|
|
Unrealized
Gains (Losses)
|
|
Net Purchases and Sales
|
|
Fair Value
May 31, 2015
|
||||||||||
Real estate funds
|
|
$
|
170.6
|
|
|
$
|
0.5
|
|
|
$
|
21.0
|
|
|
$
|
152.8
|
|
|
$
|
344.9
|
|
Multi-strategy hedge funds
|
|
462.3
|
|
|
0.3
|
|
|
22.8
|
|
|
(0.9
|
)
|
|
484.5
|
|
|||||
Private equity
|
|
81.3
|
|
|
2.7
|
|
|
(3.3
|
)
|
|
12.3
|
|
|
93.0
|
|
|||||
Private natural resources
|
|
16.6
|
|
|
—
|
|
|
0.5
|
|
|
2.8
|
|
|
19.9
|
|
|||||
Total
|
|
$
|
730.8
|
|
|
$
|
3.5
|
|
|
$
|
41.0
|
|
|
$
|
167.0
|
|
|
$
|
942.3
|
|
|
|
Fair Value
May 26, 2013
|
|
Realized Gains (Losses)
|
|
Unrealized
Gains (Losses)
|
|
Net Purchases and Sales
|
|
Fair Value
May 25, 2014
|
||||||||||
Real estate funds
|
|
$
|
91.5
|
|
|
$
|
0.4
|
|
|
$
|
11.8
|
|
|
$
|
66.9
|
|
|
$
|
170.6
|
|
Multi-strategy hedge funds
|
|
413.9
|
|
|
0.2
|
|
|
21.2
|
|
|
27.0
|
|
|
462.3
|
|
|||||
Private equity
|
|
79.1
|
|
|
3.2
|
|
|
8.0
|
|
|
(9.0
|
)
|
|
81.3
|
|
|||||
Private natural resources
|
|
7.8
|
|
|
—
|
|
|
1.5
|
|
|
7.3
|
|
|
16.6
|
|
|||||
Total
|
|
$
|
592.3
|
|
|
$
|
3.8
|
|
|
$
|
42.5
|
|
|
$
|
92.2
|
|
|
$
|
730.8
|
|
Assumed Health Care Cost Trend Rates at:
|
|
May 31, 2015
|
|
May 25, 2014
|
||
Initial health care cost trend rate
|
|
9.0
|
%
|
|
10.0
|
%
|
Ultimate health care cost trend rate
|
|
4.5
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2023
|
|
|
2022
|
|
|
|
One Percent
Increase
|
|
One Percent
Decrease
|
||||
Effect on total service and interest cost
|
|
$
|
0.6
|
|
|
$
|
(0.5
|
)
|
Effect on postretirement benefit obligation
|
|
14.0
|
|
|
(12.5
|
)
|
|
|
Pension Benefits
|
|
Health Care and Life Insurance
Benefits
|
||||
2016
|
|
$
|
186.9
|
|
|
$
|
23.7
|
|
2017
|
|
190.3
|
|
|
22.5
|
|
||
2018
|
|
197.5
|
|
|
21.5
|
|
||
2019
|
|
204.3
|
|
|
20.5
|
|
||
2020
|
|
211.2
|
|
|
19.4
|
|
||
Succeeding 5 years
|
|
1,150.2
|
|
|
80.9
|
|
a.
|
Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c.
|
If the Company ceases to have an obligation to contribute to a multiemployer plan in which it had been a contributing employer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of the Company’s participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability.
|
•
|
The “EIN / PN” column provides the Employer Identification Number and the three-digit plan number assigned to a plan by the Internal Revenue Service.
|
•
|
The most recent Pension Protection Act Zone Status available for 2014 and 2013 is for plan years that ended in calendar years 2014 and 2013, respectively. The zone status is based on information provided to the Company by each plan. A plan in the “red” zone has been determined to be in “critical status”, based on criteria established under the Internal Revenue Code (“Code”), and is generally less than
65%
funded. A plan in the “yellow” zone has been determined to be in “endangered status”, based on criteria established under the Code, and is generally less than
80%
funded. A plan in the “green” zone has been determined to be neither in “critical status” nor in “endangered status”, and is generally at least
80%
funded.
|
•
|
The “FIP/RP Status Pending/Implemented” column indicates whether a Funding Improvement Plan, as required under the Code to be adopted by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented by the plan as of the end of the plan year that ended in calendar year 2014.
|
•
|
Contributions by the Company are the amounts contributed in the Company’s fiscal periods ending in the specified year.
|
•
|
The “Surcharge Imposed” column indicates whether the Company contribution rate for its fiscal year that ended on
May 31, 2015
included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status”, in accordance with the requirements of the Code.
|
•
|
The last column lists the expiration dates of the collective bargaining agreements pursuant to which the Company contributes to the plans.
|
|
|
Pension Protection Act
Zone Status
|
FIP /
RP Status
Pending /
Implemented
|
Contributions by
the Company
(millions)
|
|
Expiration
Dates of
Collective
Bargaining
Agreements
|
|||||
Pension Fund
|
EIN / PN
|
2014
|
2013
|
FY15
|
FY14
|
FY13
|
Surcharge
Imposed
|
||||
Bakery and Confectionary Union and Industry International Pension Plan
|
52-6118572
/ 001
|
Red
|
Red
|
RP Implemented
|
$
|
3.7
|
|
$3.5
|
$2.1
|
No
|
2/29/2016 to 5/18/2018
|
Central States, Southeast and Southwest Areas Pension Fund
|
36-6044243
/ 001
|
Red
|
Red
|
RP Implemented
|
2.0
|
|
2.1
|
1.2
|
No
|
6/30/2015 to 6/04/2017
|
|
National Conference of Fireman & Oilers National Pension Fund
|
52-6085445 / 003
|
Yellow
|
Yellow
|
FIP Implemented
|
0.6
|
|
0.7
|
0.3
|
No
|
11/19/2015
|
|
Western Conference of Teamsters Pension Plan
|
91-6145047
/ 001
|
Green
|
Green
|
N/A
|
4.9
|
|
4.9
|
4.9
|
No
|
06/30/2015 to 03/31/2018
|
|
Other Plans
|
0.8
|
|
1.2
|
0.9
|
|
|
|||||
Total Contributions
|
$
|
12.0
|
|
$12.4
|
$9.4
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
13.6
|
|
|
$
|
18.6
|
|
|
$
|
—
|
|
|
$
|
32.2
|
|
Available-for-sale securities
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
||||
Deferred compensation assets
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||
Total assets
|
$
|
19.0
|
|
|
$
|
18.6
|
|
|
$
|
—
|
|
|
$
|
37.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
14.2
|
|
|
$
|
—
|
|
|
$
|
14.2
|
|
Deferred compensation liabilities
|
44.6
|
|
|
—
|
|
|
—
|
|
|
44.6
|
|
||||
Total liabilities
|
$
|
44.6
|
|
|
$
|
14.2
|
|
|
$
|
—
|
|
|
$
|
58.8
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
8.5
|
|
|
$
|
30.3
|
|
|
$
|
—
|
|
|
$
|
38.8
|
|
Available-for-sale securities
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||
Deferred compensation assets
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||
Total assets
|
$
|
16.2
|
|
|
$
|
30.3
|
|
|
$
|
—
|
|
|
$
|
46.5
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
10.4
|
|
Deferred compensation liabilities
|
43.7
|
|
|
—
|
|
|
—
|
|
|
43.7
|
|
||||
Total liabilities
|
$
|
43.7
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
54.1
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
|
|
|
|
||||||
Consumer Foods
|
$
|
7,304.4
|
|
|
$
|
7,315.7
|
|
|
$
|
7,551.4
|
|
Commercial Foods
|
4,463.2
|
|
|
4,332.2
|
|
|
4,109.7
|
|
|||
Private Brands
|
4,064.8
|
|
|
4,195.7
|
|
|
1,808.2
|
|
|||
Total net sales
|
$
|
15,832.4
|
|
|
$
|
15,843.6
|
|
|
$
|
13,469.3
|
|
Operating profit (loss)
|
|
|
|
|
|
||||||
Consumer Foods
|
$
|
1,069.7
|
|
|
$
|
892.0
|
|
|
$
|
984.4
|
|
Commercial Foods
|
568.5
|
|
|
537.7
|
|
|
585.5
|
|
|||
Private Brands
|
(1,456.7
|
)
|
|
(373.4
|
)
|
|
125.4
|
|
|||
Total operating profit
|
$
|
181.5
|
|
|
$
|
1,056.3
|
|
|
$
|
1,695.3
|
|
Equity method investment earnings
|
|
|
|
|
|
||||||
Consumer Foods
|
$
|
3.0
|
|
|
$
|
2.8
|
|
|
$
|
1.8
|
|
Commercial Foods
|
119.1
|
|
|
29.7
|
|
|
35.7
|
|
|||
Total equity method investment earnings
|
$
|
122.1
|
|
|
$
|
32.5
|
|
|
$
|
37.5
|
|
Operating profit (loss) plus equity method investment earnings
|
|
|
|
|
|
||||||
Consumer Foods
|
$
|
1,072.7
|
|
|
$
|
894.8
|
|
|
$
|
986.2
|
|
Commercial Foods
|
687.6
|
|
|
567.4
|
|
|
621.2
|
|
|||
Private Brands
|
(1,456.7
|
)
|
|
(373.4
|
)
|
|
125.4
|
|
|||
Total operating profit plus equity method investment earnings
|
$
|
303.6
|
|
|
$
|
1,088.8
|
|
|
$
|
1,732.8
|
|
General corporate expenses
|
$
|
345.1
|
|
|
$
|
315.6
|
|
|
$
|
396.3
|
|
Interest expense, net
|
331.9
|
|
|
379.4
|
|
|
276.2
|
|
|||
Income tax expense
|
234.0
|
|
|
220.1
|
|
|
361.9
|
|
|||
Income (loss) from continuing operations
|
$
|
(607.4
|
)
|
|
$
|
173.7
|
|
|
$
|
698.4
|
|
Less: Net income attributable to noncontrolling interests
|
11.8
|
|
|
12.0
|
|
|
12.2
|
|
|||
Income (loss) from continuing operations attributable to ConAgra Foods, Inc.
|
$
|
(619.2
|
)
|
|
$
|
161.7
|
|
|
$
|
686.2
|
|
Identifiable assets
|
|
|
|
|
|
||||||
Consumer Foods
|
$
|
7,568.5
|
|
|
$
|
7,666.1
|
|
|
$
|
7,845.5
|
|
Commercial Foods
|
3,991.1
|
|
|
3,127.4
|
|
|
2,972.4
|
|
|||
Private Brands
|
5,144.7
|
|
|
6,912.4
|
|
|
7,676.5
|
|
|||
Corporate
|
837.9
|
|
|
783.0
|
|
|
956.7
|
|
|||
Held for Sale
|
—
|
|
|
830.6
|
|
|
898.7
|
|
|||
Total identifiable assets
|
$
|
17,542.2
|
|
|
$
|
19,319.5
|
|
|
$
|
20,349.8
|
|
Additions to property, plant and equipment
|
|
|
|
|
|
||||||
Consumer Foods
|
$
|
133.7
|
|
|
$
|
183.5
|
|
|
$
|
187.9
|
|
Commercial Foods
|
117.8
|
|
|
206.4
|
|
|
117.7
|
|
|||
Private Brands
|
101.6
|
|
|
125.2
|
|
|
57.0
|
|
|||
Corporate
|
118.8
|
|
|
77.2
|
|
|
60.0
|
|
|||
Total additions to property, plant and equipment
|
$
|
471.9
|
|
|
$
|
592.3
|
|
|
$
|
422.6
|
|
Depreciation and amortization
|
|
|
|
|
|
||||||
Consumer Foods
|
$
|
200.9
|
|
|
$
|
182.2
|
|
|
$
|
183.1
|
|
Commercial Foods
|
113.5
|
|
|
100.1
|
|
|
84.4
|
|
|||
Private Brands
|
202.1
|
|
|
214.8
|
|
|
79.9
|
|
|||
Corporate
|
75.8
|
|
|
80.2
|
|
|
71.2
|
|
|||
Total depreciation and amortization
|
$
|
592.3
|
|
|
$
|
577.3
|
|
|
$
|
418.6
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Consumer Foods:
|
|
|
|
|
|
|
||||||
Grocery
|
|
$
|
3,911.1
|
|
|
$
|
3,897.0
|
|
|
$
|
4,093.4
|
|
Frozen
|
|
2,261.9
|
|
|
2,241.9
|
|
|
2,295.5
|
|
|||
International
|
|
1,026.1
|
|
|
1,061.4
|
|
|
1,073.7
|
|
|||
Other Brands
|
|
105.3
|
|
|
115.4
|
|
|
88.8
|
|
|||
Total Consumer Foods
|
|
$
|
7,304.4
|
|
|
$
|
7,315.7
|
|
|
$
|
7,551.4
|
|
Commercial Foods:
|
|
|
|
|
|
|
||||||
Specialty Potatoes
|
|
$
|
2,892.4
|
|
|
$
|
2,792.7
|
|
|
$
|
2,753.1
|
|
Foodservice
|
|
1,570.8
|
|
|
1,539.5
|
|
|
1,356.6
|
|
|||
Total Commercial Foods
|
|
$
|
4,463.2
|
|
|
$
|
4,332.2
|
|
|
$
|
4,109.7
|
|
Private Brands:
|
|
|
|
|
|
|
||||||
Snacks
|
|
$
|
1,340.3
|
|
|
$
|
1,373.2
|
|
|
$
|
542.0
|
|
Retail Bakery
|
|
719.4
|
|
|
772.5
|
|
|
234.6
|
|
|||
Bars and Coordinated
|
|
724.9
|
|
|
679.5
|
|
|
535.2
|
|
|||
Pasta
|
|
532.6
|
|
|
564.3
|
|
|
192.9
|
|
|||
Cereal
|
|
475.2
|
|
|
496.7
|
|
|
191.6
|
|
|||
Condiments
|
|
272.4
|
|
|
309.5
|
|
|
111.9
|
|
|||
Total Private Brands
|
|
$
|
4,064.8
|
|
|
$
|
4,195.7
|
|
|
$
|
1,808.2
|
|
Total net sales
|
|
$
|
15,832.4
|
|
|
$
|
15,843.6
|
|
|
$
|
13,469.3
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net derivative gains (losses) incurred
|
$
|
(108.5
|
)
|
|
$
|
24.4
|
|
|
$
|
73.1
|
|
Less: Net derivative gains (losses) allocated to reporting segments
|
(58.3
|
)
|
|
(12.4
|
)
|
|
24.1
|
|
|||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
(50.2
|
)
|
|
$
|
36.8
|
|
|
$
|
49.0
|
|
Net derivative gains (losses) allocated to Consumer Foods
|
$
|
(41.9
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
26.7
|
|
Net derivative gains (losses) allocated to Commercial Foods
|
(4.7
|
)
|
|
4.3
|
|
|
(3.6
|
)
|
|||
Net derivative gains (losses) allocated to Private Brands
|
(11.7
|
)
|
|
(10.8
|
)
|
|
1.0
|
|
|||
Net derivative gains (losses) included in segment operating profit
|
$
|
(58.3
|
)
|
|
$
|
(12.4
|
)
|
|
$
|
24.1
|
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||||||||||
Net sales
|
$
|
3,701.0
|
|
|
$
|
4,150.0
|
|
|
$
|
3,876.7
|
|
|
$
|
4,104.7
|
|
|
$
|
3,715.8
|
|
|
$
|
4,221.1
|
|
|
$
|
3,947.3
|
|
|
$
|
3,959.4
|
|
Gross profit
|
695.7
|
|
|
880.1
|
|
|
820.0
|
|
|
912.7
|
|
|
792.1
|
|
|
959.8
|
|
|
916.5
|
|
|
843.5
|
|
||||||||
Income (loss) from discontinued operations, net of tax
|
373.3
|
|
|
(10.7
|
)
|
|
(0.6
|
)
|
|
4.6
|
|
|
13.8
|
|
|
42.0
|
|
|
10.8
|
|
|
74.8
|
|
||||||||
Net income (loss) attributable to ConAgra Foods, Inc.
|
482.3
|
|
|
10.0
|
|
|
(954.1
|
)
|
|
209.2
|
|
|
144.3
|
|
|
248.7
|
|
|
234.3
|
|
|
(324.2
|
)
|
||||||||
Earnings per share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
1.14
|
|
|
$
|
0.02
|
|
|
$
|
(2.23
|
)
|
|
$
|
0.49
|
|
|
$
|
0.34
|
|
|
$
|
0.59
|
|
|
$
|
0.56
|
|
|
$
|
(0.77
|
)
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
1.12
|
|
|
$
|
0.02
|
|
|
$
|
(2.23
|
)
|
|
$
|
0.48
|
|
|
$
|
0.34
|
|
|
$
|
0.58
|
|
|
$
|
0.55
|
|
|
$
|
(0.77
|
)
|
Dividends declared per common share
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
Share price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
32.85
|
|
|
$
|
35.65
|
|
|
$
|
37.29
|
|
|
$
|
38.90
|
|
|
$
|
37.23
|
|
|
$
|
34.51
|
|
|
$
|
34.05
|
|
|
$
|
31.61
|
|
Low
|
28.73
|
|
|
31.87
|
|
|
33.57
|
|
|
33.58
|
|
|
32.83
|
|
|
30.09
|
|
|
28.50
|
|
|
28.26
|
|
(1)
|
Basic and diluted earnings per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly earnings per share amounts may not agree with the total year.
|
/s/ SEAN M. CONNOLLY
Sean M. Connolly
President and Chief Executive Officer
July 17, 2015
|
/s/ JOHN F. GEHRING
John F. Gehring
Executive Vice President and Chief Financial Officer
July 17, 2015
|
Plan Category
|
|
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants, and Rights
(a)
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants, and
Rights
(b)
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
|
||||
Equity compensation plans approved by security holders (1)
|
|
19,522,930
|
|
|
$
|
28.28
|
|
|
29,087,756
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
19,522,930
|
|
|
$
|
28.28
|
|
|
29,087,756
|
|
(1)
|
Column (a) includes 1,122,945 shares that could be issued under performance shares outstanding at
May 31, 2015
. The performance shares are earned and common stock issued if pre-set financial objectives are met. Actual shares issued may be equal to, less than, or greater than the number of outstanding performance shares included in column (a), depending on actual performance. Column (b) does not take these awards into account because they do not have an exercise price. The number of shares reflected in column (a) with respect to these performance shares assumes the vesting criteria will be achieved at target levels. Column (b) also excludes 2,159,509 restricted stock units and 705,075 deferral interests in deferred compensation plans that are included in column (a) but do not have an exercise price. The units vest and are payable in common stock after expiration of the time periods set forth in the related agreements. The interests in the deferred compensation plans are settled in common stock on the schedules selected by the participants.
|
|
|
|
|
Schedule
Number
|
Description
|
Page
Number
|
|
S-II
|
Valuation and Qualifying Accounts
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
99
|
|
|
CONAGRA FOODS, INC.
|
|
|
|
|
|
By:
|
/s/ SEAN M. CONNOLLY
|
|
|
Sean M. Connolly
|
|
|
President and Chief Executive Officer
|
|
|
July 17, 2015
|
|
|
|
|
By:
|
/s/ JOHN F. GEHRING
|
|
|
John F. Gehring
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
July 17, 2015
|
|
|
|
|
By:
|
/s/ ROBERT G. WISE
|
|
|
Robert G. Wise
|
|
|
Senior Vice President and Corporate Controller
|
|
|
July 17, 2015
|
Sean M. Connolly*
|
Director
|
Mogens C. Bay*
|
Director
|
Stephen G. Butler*
|
Director
|
Steven F. Goldstone*
|
Director
|
Joie A. Gregor*
|
Director
|
Rajive Johri*
|
Director
|
W.G. Jurgensen*
|
Director
|
Richard H. Lenny*
|
Director
|
Ruth Ann Marshall*
|
Director
|
Andrew J. Schindler*
|
Director
|
Kenneth E. Stinson*
|
Director
|
Thomas K. Brown*
|
Director
|
|
By:
|
/s/ JOHN F. GEHRING
|
|
|
John F. Gehring
|
|
|
Attorney-In-Fact
|
Description
|
|
Balance at
Beginning
of Period
|
|
Additions
Charged
to Costs and
Expenses
|
|
Other
|
|
Deductions
from
Reserves
|
|
Balance at
Close of
Period
|
|||||||
Year ended May 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful receivables
|
|
$
|
4.0
|
|
|
2.8
|
|
|
(0.2
|
)
|
(1)
|
2.0
|
|
(3)
|
$
|
4.6
|
|
Year ended May 25, 2014
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful receivables
|
|
$
|
5.9
|
|
|
1.3
|
|
|
—
|
|
|
3.2
|
|
(3)
|
$
|
4.0
|
|
Year ended May 26, 2013
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful receivables
|
|
$
|
4.6
|
|
|
0.2
|
|
|
2.3
|
|
(2)
|
1.2
|
|
(3)
|
$
|
5.9
|
|
(1)
|
Primarily translation incurred during fiscal 2015.
|
(2)
|
Primarily allowances acquired through fiscal 2013 business acquisitions.
|
(3)
|
Bad debts charged off and adjustments to previous reserves, less recoveries.
|
EXHIBIT
|
|
DESCRIPTION
|
|
|
|
*2.2
|
|
Master Agreement by and among ConAgra Foods, Inc., Cargill, Incorporated, CHS Inc. and HM Luxembourg S.A R.L. dated as of March 4, 2013, incorporated herein by reference to Exhibit 2.2 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
*2.2.1
|
|
Amendment No. 1 dated April 30, 2013 to Master Agreement by and among ConAgra Foods, Inc., Cargill, Incorporated, CHS Inc. and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit 2.2.1 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
*2.2.2
|
|
Acknowledgment and Amendment No. 2 dated May 31, 2013 to Master Agreement by and among ConAgra Foods, Inc., Cargill, Incorporated, CHS Inc. and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit 2.2.2 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
*2.2.3
|
|
Acknowledgment and Amendment No. 3 to Master Agreement dated as of the 24th of July, 2013 by and among ConAgra Foods, Inc., Cargill, Incorporated, and CHS Inc. in connection with that certain Master Agreement, made as of the 4th day of March, 2013, incorporated herein by reference to Exhibit 2.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 23, 2014
|
|
|
|
*2.2.4
|
|
Acknowledgment and Amendment No. 4 to Master Agreement dated as of the 27th of March 2014, by and among ConAgra Foods, Inc., Cargill, Incorporated and CHS Inc. in connection with that certain Master Agreement, made as of the 4th day of March, 2013
|
|
|
|
*2.2.5
|
|
Acknowledgment and Amendment No. 5 to Master Agreement dated as of the 25th of May 2014, by and among ConAgra Foods, Inc., Cargill, Incorporated and CHS Inc. in connection with that certain Master Agreement, made as of the 4th day of March, 2013
|
|
|
|
3.1
|
|
ConAgra Foods' Certificate of Incorporation, as restated, incorporated herein by reference to Exhibit 3.1 of ConAgra Foods' current report on Form 8-K dated December 1, 2005
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of ConAgra Foods, Inc., as Amended on May 7, 2015 and further amended on June 18, 2015, incorporated herein by reference to Exhibit 3.1 of ConAgra Foods' current report on Form 8-K dated June 18, 2015
|
|
|
|
4.1
|
|
Indenture, dated as of October 8, 1990, between ConAgra Foods, Inc. and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. and The Chase Manhattan Bank (National Association)), as trustee, incorporated by reference to Exhibit 4.1 of ConAgra Foods' Registration Statement on Form S-3 (Registration No. 033-36967)
|
|
|
|
**10.1
|
|
ConAgra Foods, Inc. Amended and Restated Non-Qualified CRISP Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.1.1
|
|
Amendment One dated November 29, 2010 to the ConAgra Foods, Inc. Amended and Restated Non-Qualified CRISP Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.2
|
|
ConAgra Foods, Inc. Non-Qualified Pension Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.2 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.2.1
|
|
Amendment One dated December 3, 2009 to ConAgra Foods, Inc. Nonqualified Pension Plan, incorporated herein by reference to Exhibit 10.2 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 28, 2010
|
|
|
|
**10.2.2
|
|
Amendment Two dated November 29, 2010 to the ConAgra Foods, Inc. Non-Qualified Pension Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.2 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.3
|
|
ConAgra Foods, Inc. Directors' Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.4 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.3.1
|
|
Amendment One dated December 10, 2010 to ConAgra Foods, Inc. Directors' Deferred Compensation Plan (September, 2009 Restatement), incorporated herein by reference to Exhibit 10.4 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.4
|
|
ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.3 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.4.1
|
|
Amendment One dated December 3, 2009 to the ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 28, 2010
|
|
|
|
**10.4.2
|
|
Amendment Two dated November 29, 2010 to ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.3 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.4.3
|
|
Amendment Three dated March 6, 2013 to ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 24, 2013
|
|
|
|
**10.4.4
|
|
Amendment Four dated May 21, 2013 to ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.4.4 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
**10.4.5
|
|
Amendment No. 5 dated December 9, 2013 to ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 23, 2014
|
|
|
|
**10.5
|
|
ConAgra Foods 1995 Stock Plan, incorporated herein by reference to Exhibit 10.7 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 29, 2005
|
|
|
|
**10.6
|
|
ConAgra Foods 2000 Stock Plan, incorporated herein by reference to Exhibit 10.8 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 29, 2005
|
|
|
|
**10.7
|
|
Amendment dated May 2, 2002 to ConAgra Foods Stock Plans and other Plans, incorporated herein by reference to Exhibit 10.10 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 26, 2002
|
|
|
|
**10.8
|
|
ConAgra Foods 2006 Stock Plan, incorporated herein by reference to Exhibit 10.10 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 28, 2006
|
|
|
|
**10.8.1
|
|
Form of Stock Option Agreement for Non-Employee Directors (ConAgra Foods 2006 Stock Plan), incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' current report on Form 8-K dated October 3, 2006
|
|
|
|
**10.8.2
|
|
Form of Stock Option Agreement for Employees (ConAgra Foods 2006 Stock Plan), incorporated herein by reference to Exhibit 10.25 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 26, 2006
|
|
|
|
**10.8.3
|
|
Form of Restricted Stock Award Agreement (ConAgra Foods 2006 Stock Plan), incorporated herein by reference to Exhibit 10.26 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 26, 2006
|
|
|
|
**10.8.4
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2006 Stock Plan), incorporated herein by reference to Exhibit 10.27 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 26, 2006
|
|
|
|
**10.8.4.1
|
|
Amendment One to Restricted Stock Unit Agreement (ConAgra Foods 2006 Stock Plan), incorporated herein by reference to Exhibit 10.12 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.8.5
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2006 Stock Plan) (Post-July 2007), incorporated herein by reference to Exhibit 10.13 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.9
|
|
ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' current report on Form 8-K dated September 28, 2009
|
|
|
|
**10.9.1
|
|
Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for Non-Employee Directors under the ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.5 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 30, 2009
|
|
|
|
**10.9.2
|
|
Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan), incorporated herein by reference to Exhibit 10.4 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 30, 2009
|
|
|
|
**10.9.3
|
|
Form of Stock Option Agreement for certain named executive officers (ConAgra Foods 2009 Stock Plan), incorporated herein by reference to Exhibit 10.6 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 30, 2009
|
|
|
|
**10.9.4
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2009 Stock Plan), incorporated herein by reference to Exhibit 10.3 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 30, 2009
|
|
|
|
**10.9.4.1
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2009 Stock Plan) (Choice Program), incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 29, 2010
|
|
|
|
**10.9.4.2
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2009 Stock Plan) (Choice Program-post November 2010), incorporated herein by reference to Exhibit 10.5 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.9.5
|
|
Form of Restricted Stock Unit Agreement for stock settled RSUs (ConAgra Foods 2009 Stock Plan post July 2012), incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 26, 2012
|
|
|
|
**10.9.6
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2009 Stock Plan) (Ralcorp Transaction), incorporated herein by reference to Exhibit 10.10.6 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
**10.9.7
|
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors (ConAgra Foods 2009 Stock Plan), incorporated herein by reference to Exhibit 10.6 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.9.8
|
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors (ConAgra Foods 2009 Stock Plan) (post July 2012), incorporated herein by reference to Exhibit 10.2 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 26, 2012
|
|
|
|
**10.10
|
|
ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.1 of ConAgra Foods’ current report on Form 8-K filed September 19, 2014
|
|
|
|
**10.10.1
|
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the ConAgra Foods’ 2014 Stock Plan
|
|
|
|
**10.10.2
|
|
Form of Restricted Stock Unit Agreement (Cash-Settled) under the ConAgra Foods’ 2014 Stock Plan
|
|
|
|
**10.10.3
|
|
Form of Restricted Stock Unit Agreement (Stock-Settled) under the ConAgra Foods’ 2014 Stock Plan
|
|
|
|
**10.10.4
|
|
Form on Nonqualified Stock Option Agreement for Employees under the ConAgra Foods’ 2014 Stock Plan
|
|
|
|
**10.11
|
|
ConAgra Foods Executive Incentive Plan, as amended and restated, incorporated herein by reference to Exhibit 10.2 of ConAgra Foods' current report on Form 8-K dated September 28, 2009
|
|
|
|
**10.12
|
|
ConAgra Foods, Inc. 2014 Executive Incentive Plan incorporated herein by reference to Exhibit 10.2 of ConAgra Foods’ current report on Form 8-K filed September 19, 2014
|
|
|
|
**10.13
|
|
ConAgra Foods, Inc. 2008 Performance Share Plan, effective July 16, 2008, incorporated herein by reference to Exhibit 10.3 of ConAgra Foods' quarterly report on Form 10-Q for quarter ended August 24, 2008
|
|
|
|
**10.14
|
|
CEO Performance Share Plan for Transitional Awards, incorporated herein by reference to Exhibit 10.1 of ConAgra Foods’ current report on Form 8-K filed February 12, 2015
|
|
|
|
**10.15
|
|
ConAgra Foods, Inc. Deferred Compensation Plan Requirements dated December 10, 2010, incorporated herein by reference to Exhibit 10.7 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.16
|
|
Form of Amended and Restated Change of Control Agreement between ConAgra Foods and its executives (pre September 2011), incorporated herein by reference to Exhibit 10.14 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.16.1
|
|
Form of Change of Control Agreement between ConAgra Foods and its executives (post September 2011), as amended and restated on February 18, 2015
|
|
|
|
**10.17
|
|
Form of Executive Time Sharing Agreement,
as adopted on February 18, 2015
|
|
|
|
**10.18
|
|
Amended and Restated Employment Agreement between ConAgra Foods and Gary M. Rodkin, incorporated herein by reference to Exhibit 10.15 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.18.1
|
|
Letter Agreement, dated as of February 12, 2015, between ConAgra Foods and Gary M. Rodkin incorporated herein by reference to Exhibit 10.4 of ConAgra Foods’ current report on form 8-K filed February 12, 2015
|
|
|
|
**10.19
|
|
Stock Option Agreement between ConAgra Foods and Gary M. Rodkin incorporated herein by reference to Exhibit 10.2 of ConAgra Foods' current report on Form 8-K dated August 31, 2005
|
|
|
|
**10.20
|
|
Employment Agreement, dated as of February 12, 2015, between ConAgra Foods and Sean Connolly, incorporated herein by reference to Exhibit 10.2 of ConAgra Foods’ current report on Form 8-K filed February 12, 2015
|
|
|
|
**10.21
|
|
Change of Control Agreement, dated as of February 12, 2015, between ConAgra Foods and Sean Connolly, incorporated herein by reference to Exhibit 10.3 of ConAgra Foods’ current report on Form 8-K filed February 12, 2015
|
|
|
|
**10.22
|
|
Letter Agreement between ConAgra Foods, Inc. and Brian L. Keck dated September 7, 2010, as amended, incorporated herein by reference to Exhibit 10.2 of ConAgra Foods' quarterly report on Form 10-Q for the quarter ended August 28, 2011
|
|
|
|
**10.23
|
|
Amendment to Stock Option Agreements between ConAgra Foods, Inc. and Brian L. Keck dated March 14, 2014
|
|
|
|
**10.24
|
|
Letter Agreement between ConAgra Foods, Inc. and Paul Maass dated May 16, 2013, incorporated herein by reference to Exhibit 10.21 of ConAgra Foods' annual report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
**10.25
|
|
Transition and Separation Agreement with Paul Maass dated May 4, 2015
|
|
|
|
10.26
|
|
Credit Agreement, dated as of September 14, 2011, by and among ConAgra Foods, Inc., JP Morgan Chase Bank, N.A., as administrative agent and a lender, Bank of America, N.A., as syndication agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.2 of ConAgra Foods' quarterly report on Form10-Q for the Quarter Ended November 27, 2011
|
|
|
|
10.26.1
|
|
Amendment No. 1 to the Revolving Credit Agreement, entered into as of December 21, 2012, among ConAgra Foods, Inc., JPMorgan Chase Bank, N.A. as administrative agent and a lender and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.3 of ConAgra Foods' Current Report on Form 8-K filed December 27, 2012
|
|
|
|
a.
|
Your last day of active employment with ConAgra Foods, Inc. (“ConAgra Foods” or the “Company”), will be July 31, 2015 (the “Termination Date”).
|
b.
|
As of May 5, 2015 (the “Transition Date”), you will cease to be an Executive Officer of the Company, become a special employee of the Company, and resign your board service on any ConAgra Foods subsidiary, affiliate, or joint venture of the Company. From the Transition Date until the Termination Date (the “Transition Period”), you will report to the CEO and work solely on matters assigned by the CEO; any such matters will be of a level commensurate with your prior position. You will not have any direct reports.
|
c.
|
During the Transition Period, you will receive your base salary as in effect on the date hereof, payable in accordance with the ordinary payroll practices of the Company. During the Transition Period you and your eligible dependents will be provided coverage under all employee benefit programs, plans and practices in which you are eligible as of the date hereof, except as provided in this Agreement. In accordance with its terms, the Change of Control Agreement in effect between you and the Company will terminate as of the date hereof.
|
d.
|
As consideration for the waiver and release in paragraph 8 and the restrictive covenants described in paragraph 5, ConAgra Foods will pay you, less applicable withholdings, the total amount of One Million and Four Hundred Thousand Dollars ($1,400,000.00). That amount shall be paid in three installments as follows:
|
i.
|
You will receive the first payment, in the amount of Four Hundred and Sixty Six Thousand Dollars ($466,000.00), less applicable withholdings, six months after your Termination Date.
|
ii.
|
You will receive the second payment, in the amount of Four Hundred and Sixty Six Thousand Dollars ($466,000.00), less applicable withholdings, nine months after your Termination Date.
|
iii.
|
You will receive the third payment, in the amount of Four Hundred and Sixty Eight Thousand Dollars ($468,000.00), less applicable withholdings, 12 months after your Termination Date.
|
e.
|
Provided you were enrolled in ConAgra Foods’ medical, dental or vision plans at the time of your termination, you and your dependents, if previously enrolled, will be eligible to continue coverage at your current coverage levels. Most individuals will be eligible for COBRA continuation for up to eighteen (18) months. You will pay the entire premium cost. Premium cost and payment information will be provided to you in a separate letter. PayFlex will mail the enrollment forms to your address of record within two to three weeks after your Termination Date. To enroll for COBRA coverage, you must return all applicable forms to PayFlex Systems, the COBRA administrator, within sixty (60) days after receipt. Questions should be directed to PayFlex Systems at (877) 284-0395. If you do not elect COBRA coverage, your coverage will otherwise cease at the end of the pay period in which you terminate.
If you elect COBRA coverage, ConAgra Foods will provide to you, on a bi-weekly basis, a taxable payment which will represent the approximate value of your previous employer-paid contribution in order to offset the cost of COBRA continuation. To partially offset the taxable status, twenty-five percent (25%) of the calculated amount will be added to this payment. This payment will be based on your elected benefits at the time of termination. You will be eligible to receive this payment until July 31, 2016, provided you maintain COBRA coverage during that time period.
|
f.
|
Your 401(k) participation eligibility will end on your Termination Date. Vesting is according to the plan design schedule.
|
g.
|
No additional vacation will accrue after your Termination Date. Any vacation earned but unused will be paid to you.
|
a.
|
You will not be eligible for additional equity grants following the Transition Date, but your outstanding equity will continue to vest until your Termination Date.
|
b.
|
Stock options that are unvested on the Termination Date will be forfeited in accordance with their terms. You may exercise your vested stock options for the period defined in your original grant notices or agreements.
|
c.
|
Any award that becomes payable for the fiscal 2013-2015 cycle of the Company’s Performance Share Plan shall be made in accordance with the plan’s terms, at the same time as awards are paid to all participants and at the same payout level as generally authorized for other senior executives in the Plan for the full cycle. All future payouts for the fiscal year 2014-2016 and fiscal year 2015-2017 cycles of the Performance Share Plan will be forfeited on the Termination Date in accordance with the Plan’s terms.
|
d.
|
You will not receive a payout under the Company’s Fiscal Year 2015 Management Incentive Plan (“MIP”), nor will you be eligible for participation in the Fiscal Year 2016 MIP or any other incentive program in which you are not a participant as of the Transition Date.
|
a.
|
You agree to make yourself reasonably available to ConAgra Foods, and will, for eighteen (18) months following the Termination Date, with regard to matters related to your employment period with ConAgra Foods, (other than those where ConAgra’s position could be adverse to you personally):
|
i.
|
Personally provide reasonable assistance and cooperation in providing information for ConAgra Foods, and its representatives, concerning any ConAgra Foods matter of which you are knowledgeable.
|
ii.
|
Personally provide to ConAgra Foods, and its representatives, reasonable assistance and cooperation relating to any pending or future lawsuits or claims, about which you are knowledgeable.
|
iii.
|
Promptly notify me, in writing, if you receive any request from anyone other than ConAgra Foods for information regarding any potential claims or proposed litigation against ConAgra Foods or any of its affiliates.
|
iv.
|
Refrain from providing any information related to any claim or potential litigation against ConAgra Foods, or its affiliates to any non-ConAgra Foods representatives, without either ConAgra Foods’ written permission or being required to provide information pursuant to legal process. Nothing in this Agreement prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of ConAgra Foods’ legal department to make any such reports or disclosures, and you are not required to notify the Company that you have made such reports or disclosures.
|
v.
|
If required by law to provide sworn testimony on ConAgra Foods or affiliate-related matters, to the extent legally permitted, consult with and, to the extent legally permitted, have ConAgra Foods-designated legal counsel present (in addition to any personal counsel) for such testimony. ConAgra Foods will be responsible for the costs of Company designated counsel (but not personal counsel) and you will bear no cost for same. You will confine your testimony to items about which you have actual knowledge rather than speculation, unless otherwise directed by legal process.
|
vi.
|
You will be reimbursed shortly after an expense statement is received for reasonable travel, food, lodging and similar out-of-pocket expenses required to fulfill the cooperation provisions above.
|
b.
|
You agree to refrain from making comments, disparaging remarks or statements, the purpose or effect of which is to harm the reputation, good will, or commercial interests of ConAgra Foods, its management or leadership, or any of its affiliates for a period of five (5) years following the Termination Date. ConAgra Foods also agrees that its executive officers and Board members will refrain from making comments or statements, the purpose or effect of which is to harm the reputation, good will or interest of you, for a period of five (5) years following the Termination Date. The foregoing limitations are not meant to limit competition beyond the Restrictive Covenants in Section 5 and, hence, do not limit normal competitive type statements. The foregoing shall not be violated by compliance with legal process or legal actions or by rebuttal of false or misleading statements.
|
a.
|
Definition of Confidential Information
: For the purposes of this Agreement, “Confidential Information” means information (whether or not in writing) that is related to ConAgra Foods’ business and is maintained as confidential. Confidential Information includes, without limitation, past, present, or future business or Trade Secrets (“Trade Secrets” means any information, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes that ConAgra Foods considers confidential and is valuable and provides a competitive advantage because it is not generally known and not readily ascertainable by proper means); information relating to customers, methods or policies, including customer lists; prices or price formulas; processes; procedures; prospective partners, partners, and other entities; financial information; computer software (including design, programming techniques, flow charts, source code, object code, and related information and documentation); intellectual property; business plans; business,
|
b.
|
Acknowledgements
: As a result of your position as President of ConAgra Foods Private Brands and Commercial Foods, in which you led the private brands and commercial foods activities for ConAgra Foods throughout the United States and internationally, along with your previous 27 years of employment with ConAgra Foods in a variety of management and executive positions, you acknowledge (i) ConAgra Foods’ business is both highly specialized and competitive, (ii) ConAgra Foods’ Confidential Information is not generally known to, or readily ascertainable by, the public or ConAgra Foods’ competitors and gives ConAgra Foods a competitive advantage, (iii) ConAgra Foods’ goodwill and relationships with its customers, clients, employees, and other business associations are among ConAgra Foods’ most important assets and that developing, maintaining, and continuing such relationships is one of ConAgra Foods’ highest priorities, and (iv) that if you solicited, worked with or serviced the customers of ConAgra Foods, its subsidiaries, affiliates or joint ventures, you would be in a position to cause irreparable injury to ConAgra Foods, its subsidiaries, affiliates or joint ventures. You further acknowledge that, during your employment, you had access to Confidential Information belonging to ConAgra Foods, its subsidiaries, affiliates or joint ventures, agree such information shall remain the exclusive property of ConAgra Foods, its subsidiaries, affiliates or joint ventures, and understand the
|
c.
|
Non-Disclosure
: You agree, except in compliance with legal process, (i) you will not disclose Confidential Information to anyone other than ConAgra Foods’ officers or authorized employees and as directed by the Company, and (ii) you will not use such information for any unauthorized purpose without the prior written consent of ConAgra Foods. Further, if you are requested in any judicial or administrative process to disclose Confidential Information, then, to the extent legally permitted, you shall immediately notify ConAgra Foods to allow ConAgra Foods as much time as possible to oppose such process and shall inform such judicial or administrative process of your non-disclosure obligations under this Agreement. Further, for eighteen (18) months after your Termination Date, you shall promptly notify ConAgra Foods in writing to the extent you have actual knowledge of any unauthorized person (1) using, disclosing, or attempting to use or disclose the Confidential Information without the prior written consent of ConAgra Foods, or (2) copying, duplicating, reverse engineering, reverse compiling, recording, otherwise reproducing, analyzing, or attempting any such reproduction or analysis of any of the Confidential Information.
|
d.
|
Non-Competition
: In order to protect ConAgra Foods’ Confidential Information, for twelve (12) months after your Termination Date, you agree you will not, anywhere throughout North America, without prior written authorization from ConAgra Foods, engage in or render any services to any person, firm, corporation, business, organization, and/or cooperative, including self-employment,
|
e.
|
Non-Solicitation of Business
: For twelve (12) months after your Termination Date, you agree you will not, directly or indirectly, solicit, call on, service, work with, divert, or take away, or attempt to divert, solicit, call on, service, work with or take away, the business or patronage of any of the clients, customers, licensors, or accounts of ConAgra Foods, its subsidiaries, affiliates, or joint ventures, with which you did business and had personal contact on behalf of ConAgra Foods, its subsidiaries, affiliates, or joint ventures in the areas set forth in (d) above.
|
f.
|
Non-Solicitation of Individuals
: For eighteen (18) months after your Termination Date, you agree you will not, directly or indirectly, recruit, solicit, or induce, or attempt to induce, any employee(s) of ConAgra Foods, its subsidiaries, affiliates, or joint ventures, or their sales representatives, to terminate their employment with, or otherwise cease a relationship with ConAgra Foods or such enterprise.
|
g.
|
Judicial Modification
: You agree that you and ConAgra Foods have attempted to limit your right to disclose, compete, and solicit only to the extent permitted by applicable law and necessary to protect ConAgra Foods from unfair competition. If a Court of competent jurisdiction determines the restrictions contained in this paragraph 5 are too long in duration or too broad in geographic scope to be reasonable and enforceable, then the Court shall amend such a provision only so much as shall be necessary for the restrictions contained herein to be reasonable and enforceable, notwithstanding any law or authority to the contrary.
|
h.
|
Disclosure of Agreement
: In the event ConAgra Foods has reason to believe this Agreement has or may be breached, you acknowledge and consent that this Agreement may be disclosed by ConAgra Foods, without risk of liability, to your current or prospective employer or other relevant business entity.
|
i.
|
Breach
: You agree that the restrictions contained in paragraph 5 are necessary for the protection of the legitimate business interests, goodwill, and Confidential Information of ConAgra Foods. You agree any breach or threatened breach of the restrictions in paragraph 5 will cause ConAgra Foods substantial and irrevocable damage. You further agree that, in addition to such other remedies that may be available, including the recovery of damages from you, ConAgra Foods shall have the right to injunctive relief to restrain or enjoin any actual or threatened breach of the provisions of the restrictions in paragraph 5, without posting bond notwithstanding any law or authority to the contrary. You agree you cannot defend against any action for such relief on the basis of an adequate remedy at law.
|
a.
|
General Release
: In exchange for the benefits provided to you by ConAgra Foods, and except for ConAgra Foods’ obligations hereunder, you hereby release ConAgra Foods, and each of its
|
b.
|
ADEA Release
|
i.
|
You agree to hereby waive and release any and all Claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621
et seq.
, as modified by the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f) (together, the “ADEA”), against ConAgra Foods and/or its Releasees. Nothing in this Agreement shall interfere with your right to initiate, cooperate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, or any other federal or state regulatory or law enforcement agency. Nothing in this Agreement shall limit or restrict your right under the ADEA to challenge the validity of this ADEA release in a court of law. However, you nevertheless understand that this ADEA release still applies to your ADEA Claims and that you have waived all ADEA Claims as part of this Agreement. You further understand that in any Claim brought under the ADEA, you would not be entitled to any damages or other relief unless this ADEA release is deemed to be invalid.
|
ii.
|
This release shall not preclude an action to enforce the specific terms of this Agreement; to any Claims based on acts or events after this Agreement has become effective; to any unemployment or workers’ compensation benefits to which you may be entitled; nor to benefits in which you have become vested under the Employee Retirement Income Security Act.
|
a.
|
This Agreement, for all purposes, shall be construed in accordance with the laws of Delaware without regard to conflicts-of-law principles. You agree that your employment and this Agreement
|
b.
|
If, however, a court of competent jurisdiction determines, for whatever reason, that the laws of Delaware shall not apply to this Agreement, then you agree that this Agreement, for all purposes, shall be construed in accordance with the laws of Nebraska without regard to conflicts-of-law principles. You agree that your employment and this Agreement have a substantial connection to the State of Nebraska, because, among other things, ConAgra Foods’ main place of business is located there, you maintain a residence and office in Nebraska and performed a substantial portion of your services for ConAgra Foods in Nebraska. You further agree that no other state (with the exception of Delaware) has a materially greater interest in the subject matter of this Agreement than Nebraska.
|
1.
|
Award Grant
.
The Company hereby grants Restricted Stock Units (“RSUs,” and each such unit an “RSU”) to the Director under the ConAgra Foods, Inc. 2014 Stock Plan (the “Plan”), as follows, effective as of ____________ __, 20__ (the “Date of Grant”):
|
CONAGRA FOODS, INC.
|
DIRECTOR
|
|
|
By:
|
By:
|
Date:
_____________________________
|
Date:
|
2.
|
Vesting of RSUs
.
|
1.
|
Award Grant.
ConAgra Foods hereby grants Restricted Stock Units ("RSUs", and each such unit an “RSU”) to the Participant under the ConAgra Foods, Inc. 2014 Stock Plan (the “Plan”), as follows, effective as of _________________ ___, 20__ (the “Date of Grant”):
|
2.
|
Definitions.
Capitalized
terms used herein without definition have the meanings set forth in the Plan.
The following terms shall have the respective meanings set forth below:
|
(a)
|
“Continuous Employment
” shall mean the absence of any interruption or termination of employment with the Company and the performance of substantial services. Continuous Employment shall not be considered interrupted or terminated in the case of sick leave, short-term disability (as defined in the Company’s sole discretion), military leave or any other leave of absence approved by the Company unless and until there is a Separation from Service (as defined in
Section 2(e)
below).
|
(i)
|
Leaves of Absence
. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or, if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine-month period of absence shall be substituted for such six-month period.
|
(ii)
|
Dual Status
. Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Agreement pursuant to Treasury Regulation Section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Agreement.
|
(iii)
|
Termination of Employment
. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor except as provided in (ii) above) would permanently decrease to no more than twenty percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in (ii) above) over the immediately preceding thirty-six-month period (or the full period of services to the Company if the Participant has been providing services to the Company less than thirty-six months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (iii) the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this paragraph (iii) (including for purposes of determining the applicable thirty-six-month (or shorter) period).
|
(f)
|
“
Settlement Amount
” shall mean an amount in cash equal to the closing price of one share of Stock on the New York Stock Exchange.
|
3.
|
Vesting of RSUs
.
|
(a)
|
Normal Vesting
. Subject to the Plan and this Agreement, if the Participant has been in Continuous Employment through the Vesting Date as set forth in
Section 1
, then the RSUs subject to such Vesting Date will become nonforfeitable (“Vest” or similar terms).
|
(i)
|
by reason of death, then all RSUs evidenced by this Agreement shall, to the extent such RSUs have not previously been forfeited, become 100% Vested.
|
(ii)
|
by reason of Normal Retirement occurring on or after the date that is 12 months after the of the Date of Grant, then all RSUs evidenced by this Agreement shall, to the extent such RSUs have not previously been forfeited, become 100% Vested.
|
(iii)
|
by reason of Early Retirement, involuntary termination due to disability, position elimination, reduction in force (each as defined in the Company's sole discretion), or Divestiture, in each case, on or after the date that is 12 months after the Date of Grant, then the Participant will Vest in a pro rata portion of the RSUs determined by multiplying the number of RSUs evidenced by this Agreement, to the extent not previously forfeited, by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Date of Grant and ending on the Separation from Service and the denominator of which is the total number of calendar days beginning on the Date of Grant and ending on the Vesting Date, rounded to the nearest whole number of RSUs.
|
(iv)
|
for Cause prior to the Vesting Date, then all RSUs, whether Vested or unvested prior to the Vesting Date, shall be immediately forfeited without further consideration to the Participant.
|
(i)
|
If a Change of Control occurs prior to the Vesting Date, and the Participant has been in Continuous Employment between the Date of Grant and the date of such Change of Control, then all RSUs evidenced by this Agreement shall become 100% Vested, except (A) to the extent such RSUs have previously been forfeited, or (B) to the extent that a Replacement Award is provided to the Participant to replace, continue or adjust the outstanding RSUs (the “Replaced Award”). If the Participant’s employment with the Company (or any of its successors after the Change of Control) (as applicable, the “Successor Company”) is terminated by the Participant for Good Reason or by the Successor Company other than for Cause, in each case within a period of two years after the Change of Control but prior to the Vesting Date, to the extent that the Replacement Award has not previously been forfeited, the Replacement Award will become 100% Vested (and become entitled to settlement as specified in Section 4(b)(ii)).
|
(ii)
|
For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (
i.e.
, time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Successor Company in the Change of Control (or another entity that is affiliated with the Successor Company following the Change of Control), (D) the tax consequences of which for such Participant under the Code, if the Participant is subject to U.S. federal income tax under the Code, are not less favorable to the Participant than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent change of control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or ceasing to be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding two sentences are satisfied. The determination of whether the conditions of this
Section 3(c)(ii)
are satisfied will be made in good faith by the Committee, as constituted immediately before the Change of Control, in its sole discretion.
|
(iii)
|
For purposes of this Agreement, “Cause” means: (A) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Successor Company (other than any such failure resulting from termination by the Participant for Good Reason) after a demand for substantial performance is delivered to the Participant that specifically identifies the manner in which the Successor Company believes that the Participant has not substantially performed the Participant’s duties, and the Participant has failed to resume substantial performance of the Participant’s duties on a continuous basis within five days of receiving such demand; (B) the willful engaging by the Participant in conduct
|
(iv)
|
For purposes of this Agreement, “Good Reason” means: (A) any material failure of the Successor Company to comply with and satisfy any of the terms of any employment or change in control (or similar) agreement between the Successor Company and the Participant pursuant to which the Participant provides services to the Successor Company; (B) any significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control (and, for the avoidance of doubt, involuntary removal of the Participant from an officer position that the Participant holds immediately prior to the Change of Control will not, by itself, constitute a significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control); (C) any material involuntary reduction in the aggregate remuneration of the Participant as in effect immediately prior to the Change of Control; or (D) requiring the Participant to become based at any office or location more than the minimum number of miles required by the Code for the Participant to claim a moving expense deduction, from the office or location at which the Participant was based immediately prior to such Change of Control, except for travel reasonably required in the performance of the Participant’s responsibilities;
provided
,
however
, that no termination shall be deemed to be for Good Reason unless (x) the Participant provides the Successor Company with written notice setting forth the specific facts or circumstances constituting Good Reason within ninety days after the initial existence of the occurrence of such facts or circumstances, and (y) the Successor Company has failed to cure such facts or circumstances within thirty days of its receipt of such written notice.
|
(v)
|
If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time of the Change of Control are not subject to a "substantial risk of forfeiture" (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.
|
(d)
|
Forfeiture of RSUs
. Subject to
Section 3(b)(iv)
, any RSUs that have not Vested pursuant to
Section 3(a)
,
Section 3(b)
, or
Section 3(c)
as of the Vesting Date will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, the Participant cases to be in Continuous Employment prior to the Vesting Date for any reason other than as described in
Section 3(b)
or
Section 3(c)
)
.
|
4.
|
Settlement of RSUs
.
|
(i)
|
Death
. If there are such Vested RSUs on the Participant's death, within thirty days of the Participant's death, the Company will pay to the person entitled by will or the applicable laws of descent and distribution to such Vested RSUs the Settlement Amount for each such Vested RSU.
|
(ii)
|
Separation from Service
. If there are such Vested RSUs upon the Participant's Separation from Service, within thirty days of the Participant's Separation from Service, the Company will pay to the Participant the Settlement Amount for each such Vested RSU.
|
(iii)
|
Change of Control
. If there are such Vested RSUs upon a Change of Control, the Participant is entitled to receive payment of the Settlement Amount for each such Vested RSU on the date of the Change of Control;
provided
,
however
, that if such Change of Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, the Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to
Section 4
as though such Change of Control had not occurred.
|
1.
|
Grant of Option
.
ConAgra Foods hereby grants an Option to purchase shares of ConAgra Foods’ common stock (the “Common Stock”) to the Optionee under the ConAgra Foods, Inc. 2014 Stock Plan (the “Plan”) as follows (the “Option”), effective as of ______________ ___, 20__ (the “Date of Grant”):
|
# Shares
|
|
Portion of Grant
|
|
Vest Date
|
|
|
|
|
|
__________ __, 20__
|
|
|
|
|
|
__________ __, 20__
|
|
|
|
|
|
__________ __, 20__
|
|
2.
|
Definitions
. Capitalized terms used herein without definition have the meanings set forth in the Plan. The following terms shall have the respective meanings set forth below:
|
i.
|
by reason of death, then this Option shall, to the extent it has not previously been forfeited, become 100% vested and exercisable;
|
ii.
|
by reason of Normal Retirement, then this Option shall, to the extent it has not previously been forfeited, become 100% vested and exercisable;
|
iii.
|
by reason of Early Retirement, involuntary termination due to disability, position elimination, reduction in force (each as defined in the Company’s sole discretion), or Divestiture, in each case, on or after the date that is 12 months after the Date of Grant, then, an additional portion of this Option shall vest (the “Additional Portion”), with the number of shares of Common Stock subject to the Additional Portion determined by (A)
multiplying
the total number of shares of Common Stock that are subject to this Agreement, by a fraction, the numerator of which is the total number of calendar days during which the
|
i.
|
Upon a Change of Control occurring prior to the last Vest Date set forth in
Section 1
, if the Optionee has been in Continuous Employment between the Date of Grant and the date of such Change of Control, to the extent that this Option has not previously been forfeited, this Option will fully vest and become fully exercisable, except to the extent that a Replacement Award is provided to the Optionee to replace, continue or adjust the outstanding Option (the “Replaced Award”). If the Optionee is provided with a Replacement Award in connection with the Change of Control, then if, upon or after receiving the Replacement Award, the Optionee’s employment with the Company (or any of its successors after the Change of Control) (as applicable, the “Successor Company”) is terminated by the Optionee for Good Reason or by the Successor Company other than for Cause, in each case within a period of two years after the Change of Control and prior to the last Vest Date set forth in
Section 1
, to the extent that the Replacement Award has not previously been forfeited, (A) the Replacement Award will become fully vested and immediately exercisable in full, and (B) the Replacement Award will remain exercisable for a period of 90 days following such termination or until the expiration of the stated term of such Replacement Award, whichever period is shorter.
|
ii.
|
For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (
i.e.
, stock option) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Successor Company in the Change of Control (or another entity that is affiliated with the Successor Company following the Change of Control), (D) the tax consequences of which for such Optionee under the Code, if the Optionee is subject to U.S. federal income tax under the Code, are not less favorable to the Optionee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Optionee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent change of control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or ceasing to be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding two sentences are satisfied. The determination of whether the conditions of this
|
iii.
|
For purposes of this Agreement, “Cause” means: (A) the willful and continued failure by the Optionee to substantially perform the Optionee’s duties with the Successor Company (other than any such failure resulting from termination by the Optionee for Good Reason) after a demand for substantial performance is delivered to the Optionee that specifically identifies the manner in which the Successor Company believes that the Optionee has not substantially performed the Optionee’s duties, and the Optionee has failed to resume substantial performance of the Optionee’s duties on a continuous basis within five days of receiving such demand; (B) the willful engaging by the Optionee in conduct which is demonstrably and materially injurious to the Successor Company, monetarily or otherwise; or (C) the Optionee’s conviction of a felony or conviction of a misdemeanor which impairs the Optionee’s ability substantially to perform the Optionee’s duties with the Successor Company. For the purposes of this definition, no act, or failure to act, on the Optionee’s part shall be deemed “willful” unless done, or omitted to be done, by the Optionee not in good faith and without reasonable belief that the Optionee’s action or omission was in the best interest of the Successor Company.
|
iv.
|
For purposes of this Agreement, “Good Reason” means: (A) any material failure of the Successor Company to comply with and satisfy any of the terms of any employment or change in control (or similar) agreement between the Successor Company and the Optionee pursuant to which the Optionee provides services to the Successor Company; (B) any significant involuntary reduction of the authority, duties or responsibilities held by the Optionee immediately prior to the Change of Control (and, for the avoidance of doubt, involuntary removal of the Optionee from an officer position that the Optionee holds immediately prior to the Change of Control will not, by itself, constitute a significant involuntary reduction of the authority, duties or responsibilities held by the Optionee immediately prior to the Change of Control); (C) any material involuntary reduction in the aggregate remuneration of the Optionee as in effect immediately prior to the Change of Control; or (D) requiring the Optionee to become based at any office or location more than the minimum number of miles required by the Code for the Optionee to claim a moving expense deduction, from the office or location at which the Optionee was based immediately prior to such Change of Control, except for travel reasonably required in the performance of the Optionee’s responsibilities;
provided
,
however
, that no termination shall be deemed to be for Good Reason unless (x) the Optionee provides the Successor Company with written notice setting forth the specific facts or circumstances constituting Good Reason within ninety days after the initial existence of the occurrence of such facts or circumstances, and (y) the Successor Company has failed to cure such facts or circumstances within thirty days of its receipt of such written notice.
|
i.
|
subject to the exercise period specified as applicable in
Section 3(c)
above, 90 days after the date on which the Optionee’s Continuous Employment terminates for any reason other than Early Retirement, Normal Retirement, death or involuntary termination due to disability. The Option may be exercised as to the portion of the Option that is vested (and not previously exercised) at the time such termination of employment occurs;
|
ii.
|
three years after the date of the Optionee’s Early Retirement or involuntary termination due to disability (as defined in the Company’s sole discretion);
provided
,
however
, that the Company, at the sole and absolute discretion of the Committee, may shorten or eliminate such period. The Option may be exercised as to the portion of the Option that is vested (and not previously exercised) at the time such Early Retirement or involuntary termination due to disability, as applicable, occurs;
|
iii.
|
three years after the date of the Optionee’s Normal Retirement;
|
iv.
|
three years after date of the Optionee’s death if the Optionee should die while in Continuous Employment; and
|
v.
|
the Expiration Date.
|
(i)
|
Individuals who constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or
|
(ii)
|
Consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of its assets.
|
(i)
|
any failure of the Company to comply with and satisfy any of the terms of this Agreement;
|
(ii)
|
any significant involuntary reduction of the authority, duties or responsibilities held by the Employee immediately prior to the Change of Control;
|
(iii)
|
any involuntary removal of the Employee from an officer position which the Employee holds with the Company or, if the Employee is employed by a Subsidiary or Affiliate, with the Subsidiary or Affiliate, held by the Employee immediately prior to the Change of Control, except in connection with promotions to higher office;
|
(iv)
|
any involuntary reduction in the aggregate compensation level of the Employee including, but not limited to, base salary, annual and long term incentive opportunity, and supplemental executive retirement plans, as in effect immediately prior to the Change of Control;
|
(v)
|
requiring the Employee to become based at any office or location more than the minimum number of miles required by the Code for the Employee to claim a moving expense deduction, from the office or location at which the Employee was based immediately prior to such Change of Control, except for travel reasonably required in the performance of the Employee’s responsibilities; and
|
(vi)
|
the Employee being required to undertake business travel to an extent substantially greater than the Employee’s business travel obligations immediately prior to the Change of Control.
|
(i)
|
Leaves of Absence
. The employment relationship is treated as continuing intact while Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as Employee
|
(ii)
|
Dual Status
. Generally, if Employee performs services both as an employee and an independent contractor, Employee must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if Employee
provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Agreement pursuant to Treasury Regulation section 1.409A 1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether Employee has a separation from service as an employee for purposes of this Agreement.
|
(iii)
|
Termination of Employment
. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and Employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Employee would perform after such date (whether as an employee or as an independent contractor except as provided in clause (ii) above) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in clause (ii) above) over the immediately preceding thirty six (36) month period (or the full period of services to the Company if Employee has been providing services to the Company less than thirty six (36) months). For periods during which Employee is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this clause (iii) Employee is treated as providing bona fide services at a level equal to the level of services that Employee would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which Employee is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this clause (iii) (including for purposes of determining the applicable thirty six (36) month (or shorter) period).
|
(i)
|
The Company shall pay to Employee a lump sum cash payment equal to three (3) multiplied by the sum of (1) Employee’s annual base salary plus (2) the greater of (x) the highest annual cash bonus paid to Employee for the three (3) full fiscal years of the Company preceding the fiscal year in which the Change of Control occurs or (y) 150% of Employee’s annual base salary for the fiscal year in which the Change of Control occurs. The annual base salary for purposes of item (1) in the preceding sentence shall be Employee’s highest annual base salary as of or after the Change of Control.
|
(ii)
|
During the Continuation Period, the Employee shall continue to be entitled to participate in the medical and dental, disability, basic life insurance and supplemental life insurance plans of the Company or Subsidiary or Affiliate (to the extent such benefits remain in effect for other executives of the Company from time to time during the Continuation Period) based upon the amount of benefit provided to the Employee as of the Employee’s Separation from Service. The Employee shall be responsible for making required contributions, on an after-tax basis, at the rate required of all executive employees at the time of the Employee’s Separation from Service or thereafter, except for the medical and dental coverage. For the medical and dental coverage, the Employee shall be required to contribute, on an after-tax basis, the premium (“COBRA Premium”) determined for the plan under Section 4980B(f) of the Code. The Company shall pay to the Employee a single lump sum payment equal to the present value of the cost of the medical and dental coverage for the Continuation Period (assuming family coverage and a reasonable increase in the COBRA Premium). If it is not possible to continue the disability, basic life and supplemental life insurance coverage without violation of or noncompliance with tax (including Code Section 409A), legal or insurance requirements, the Company shall pay to the Employee a single lump sum payment equal to the present value of the cost of such coverage for the Continuation Period on the first day on which severance compensation is paid pursuant to subsection (b) below; provided that if payment in a lump sum would cause taxation under Code Section 409A, the Company shall pay the cost of such coverage for each calendar year (or portion thereof) that falls within the Continuation Period on the first business day during each such calendar year (or portion thereof) on which payment can be made without causing taxation under Code Section 409A.
|
(iii)
|
If the Employee participates in the qualified and/or nonqualified ConAgra Foods Retirement Income Savings Plan (“CRISP”), the Employee shall receive a supplemental credit to his nonqualified CRISP “Account” equal to the maximum employer contribution that the Employee could have received under the qualified and
|
(iv)
|
Subject to Section 11, the Company, at its expense, shall provide reasonable outplacement assistance to the Employee through the end of the second calendar year beginning after the Termination Date from a professional outplacement assistant firm which is reasonably suitable to the Employee and commensurate with the Employee’s position and responsibilities. In no event shall the amount expended with outplacement assistance for the Employee exceed Thirty Thousand Dollars ($30,000).
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes and equity method investment earnings
|
$
|
(495.5
|
)
|
|
$
|
361.3
|
|
|
$
|
1,022.8
|
|
|
$
|
510.0
|
|
|
$
|
1,054.8
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
399.1
|
|
|
454.5
|
|
|
336.8
|
|
|
219.7
|
|
|
240.8
|
|
|||||
Distributed income of equity method investees
|
91.3
|
|
|
46.1
|
|
|
25.8
|
|
|
27.4
|
|
|
13.3
|
|
|||||
Capitalized interest
|
(6.6
|
)
|
|
(13.6
|
)
|
|
(5.5
|
)
|
|
(4.4
|
)
|
|
(10.3
|
)
|
|||||
Earnings available for fixed charges (a)
|
$
|
(11.7
|
)
|
|
$
|
848.3
|
|
|
$
|
1,379.9
|
|
|
$
|
752.7
|
|
|
$
|
1,298.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
333.1
|
|
|
$
|
381.7
|
|
|
$
|
279.1
|
|
|
$
|
171.3
|
|
|
$
|
188.8
|
|
Capitalized interest
|
6.6
|
|
|
13.6
|
|
|
5.5
|
|
|
4.4
|
|
|
10.3
|
|
|||||
One third of rental expense
(1)
|
59.4
|
|
|
59.2
|
|
|
52.2
|
|
|
44.0
|
|
|
41.7
|
|
|||||
Total fixed charges (b)
|
$
|
399.1
|
|
|
$
|
454.5
|
|
|
$
|
336.8
|
|
|
$
|
219.7
|
|
|
$
|
240.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges (a/b)
(2)
|
—
|
|
|
1.9
|
|
|
4.1
|
|
|
3.4
|
|
|
5.4
|
|
Subsidiary
|
Jurisdiction of Formation
|
ConAgra Foods AM Holding S.a.r.l.
|
Luxembourg
|
ConAgra Foods Canada, Inc. / Aliments ConAgra Canada, Inc. (owns 100% of one Canadian corporation)
|
Canada
|
ConAgra Foods Enterprise Services, Inc.
|
Delaware
|
ConAgra Foods Export Company, Inc.
|
Delaware
|
ConAgra Foods Food Ingredients Company, Inc.
|
Delaware
|
ConAgra Foods Lamb Weston, Inc. (owns 100% of one domestic corporation, 100% of one domestic limited liability company, 82% of one domestic limited liability company, 49.99% of one domestic limited liability company and 36% of one domestic limited liability company)
|
Delaware
|
ConAgra Foods Packaged Foods, LLC
|
Delaware
|
ConAgra Foods RDM, Inc. (owns 100% of one foreign entity)
|
Delaware
|
ConAgra Foods Sales, LLC
|
Delaware
|
ConAgra Grocery Products Company, LLC (owns 100% of two domestic corporations, 50% of one domestic corporation, 50% of one foreign entity, and 1% or less of four foreign entities)
|
Delaware
|
ConAgra International, Inc. (owns 100% of two domestic corporations, 100% of three foreign entities, 98% of one foreign entity, 66% of one foreign entity, 54% of one foreign entity, 34% of one foreign entity, and less than 1% of four foreign entities)
|
Delaware
|
ConAgra Limited/ConAgra Limitée (owns 100% of two Canadian corporations and 50% of one Canadian corporation)
|
Canada
|
Lamb Weston Sales, Inc.
|
Delaware
|
Ralcorp Holdings, Inc.
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
May 31, 2015
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: July 17, 2015
|
|
|
|
/s/ SEAN M. CONNOLLY
|
|
Sean M. Connolly
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
May 31, 2015
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: July 17, 2015
|
|
|
|
/s/ JOHN F. GEHRING
|
|
John F. Gehring
|
|
Executive Vice President and Chief Financial Officer
|
|
July 17, 2015
|
|
|
|
/s/ SEAN M. CONNOLLY
|
|
Sean M. Connolly
|
|
Chief Executive Officer
|
|
July 17, 2015
|
|
|
|
/s/ JOHN F. GEHRING
|
|
John F. Gehring
|
|
Executive Vice President and Chief Financial Officer
|
|