|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
47-0248710
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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One ConAgra Drive,
Omaha, Nebraska
|
|
68102-5001
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(Address of principal executive offices)
|
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1
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||
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Item 2
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Item 3
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Item 4
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Item 1
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Item 1A
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Item 6
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Exhibit 10.1
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|
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Exhibit 101.1
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Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||
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November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
Net sales
|
$
|
3,092.7
|
|
|
$
|
3,136.4
|
|
|
$
|
5,886.5
|
|
|
$
|
5,899.4
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
2,264.7
|
|
|
2,379.1
|
|
|
4,357.7
|
|
|
4,551.3
|
|
||||
Selling, general and administrative expenses
|
524.7
|
|
|
392.0
|
|
|
930.1
|
|
|
785.8
|
|
||||
Interest expense, net
|
79.6
|
|
|
78.7
|
|
|
159.9
|
|
|
162.0
|
|
||||
Income from continuing operations before income taxes and equity method investment earnings
|
223.7
|
|
|
286.6
|
|
|
438.8
|
|
|
400.3
|
|
||||
Income tax expense
|
83.2
|
|
|
101.9
|
|
|
168.1
|
|
|
145.0
|
|
||||
Equity method investment earnings
|
25.3
|
|
|
34.0
|
|
|
62.3
|
|
|
59.6
|
|
||||
Income from continuing operations
|
165.8
|
|
|
218.7
|
|
|
333.0
|
|
|
314.9
|
|
||||
Income (loss) from discontinued operations, net of tax
|
(6.5
|
)
|
|
(202.8
|
)
|
|
(1,326.1
|
)
|
|
185.5
|
|
||||
Net income (loss)
|
$
|
159.3
|
|
|
$
|
15.9
|
|
|
$
|
(993.1
|
)
|
|
$
|
500.4
|
|
Less: Net income attributable to noncontrolling interests
|
4.4
|
|
|
5.9
|
|
|
6.1
|
|
|
8.1
|
|
||||
Net income (loss) attributable to ConAgra Foods, Inc.
|
$
|
154.9
|
|
|
$
|
10.0
|
|
|
$
|
(999.2
|
)
|
|
$
|
492.3
|
|
Earnings (loss) per share — basic
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.37
|
|
|
$
|
0.50
|
|
|
$
|
0.75
|
|
|
$
|
0.72
|
|
Income (loss) from discontinued operations attributable to ConAgra Foods, Inc. common stockholders
|
(0.01
|
)
|
|
(0.48
|
)
|
|
(3.06
|
)
|
|
0.44
|
|
||||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.36
|
|
|
$
|
0.02
|
|
|
$
|
(2.31
|
)
|
|
$
|
1.16
|
|
Earnings (loss) per share — diluted
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.37
|
|
|
$
|
0.49
|
|
|
$
|
0.75
|
|
|
$
|
0.71
|
|
Income (loss) from discontinued operations attributable to ConAgra Foods, Inc. common stockholders
|
(0.02
|
)
|
|
(0.47
|
)
|
|
(3.04
|
)
|
|
0.43
|
|
||||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.35
|
|
|
$
|
0.02
|
|
|
$
|
(2.29
|
)
|
|
$
|
1.14
|
|
Cash dividends declared per common share
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.50
|
|
|
$
|
0.50
|
|
|
Thirteen weeks ended
|
|
Thirteen weeks ended
|
||||||||||||||||
|
November 29, 2015
|
|
November 23, 2014
|
||||||||||||||||
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
||||||||||||
Net income
|
$
|
248.3
|
|
$
|
(89.0
|
)
|
$
|
159.3
|
|
|
$
|
114.0
|
|
$
|
(98.1
|
)
|
$
|
15.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains on available-for-sale securities
|
—
|
|
—
|
|
—
|
|
|
0.2
|
|
(0.1
|
)
|
0.1
|
|
||||||
Unrealized currency translation losses
|
(18.4
|
)
|
—
|
|
(18.4
|
)
|
|
(35.1
|
)
|
—
|
|
(35.1
|
)
|
||||||
Pension and post-employment benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized pension and post-employment benefit obligations
|
—
|
|
—
|
|
—
|
|
|
—
|
|
0.1
|
|
0.1
|
|
||||||
Reclassification for pension and post-employment benefit obligations included in net income
|
(1.3
|
)
|
0.5
|
|
(0.8
|
)
|
|
(0.2
|
)
|
—
|
|
(0.2
|
)
|
||||||
Comprehensive income (loss)
|
228.6
|
|
(88.5
|
)
|
140.1
|
|
|
78.9
|
|
(98.1
|
)
|
(19.2
|
)
|
||||||
Comprehensive income attributable to noncontrolling interests
|
3.7
|
|
(0.2
|
)
|
3.5
|
|
|
4.1
|
|
—
|
|
4.1
|
|
||||||
Comprehensive income (loss) attributable to ConAgra Foods, Inc.
|
$
|
224.9
|
|
$
|
(88.3
|
)
|
$
|
136.6
|
|
|
$
|
74.8
|
|
$
|
(98.1
|
)
|
$
|
(23.3
|
)
|
|
Twenty-six weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||||||
|
November 29, 2015
|
|
November 23, 2014
|
||||||||||||||||
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
||||||||||||
Net income (loss)
|
$
|
(1,291.2
|
)
|
$
|
298.1
|
|
$
|
(993.1
|
)
|
|
$
|
881.2
|
|
$
|
(380.8
|
)
|
$
|
500.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||||||
Reclassification for derivative adjustments included in net income
|
—
|
|
—
|
|
—
|
|
|
(0.5
|
)
|
0.2
|
|
(0.3
|
)
|
||||||
Unrealized gains on available-for-sale securities
|
—
|
|
—
|
|
—
|
|
|
0.3
|
|
(0.1
|
)
|
0.2
|
|
||||||
Unrealized currency translation losses
|
(56.0
|
)
|
—
|
|
(56.0
|
)
|
|
(52.8
|
)
|
—
|
|
(52.8
|
)
|
||||||
Pension and post-employment benefit obligations:
|
|
|
|
|
|
|
|
||||||||||||
Unrealized pension and post-employment benefit obligations
|
6.6
|
|
(1.6
|
)
|
5.0
|
|
|
3.8
|
|
(0.9
|
)
|
2.9
|
|
||||||
Reclassification for pension and post-employment benefit obligations included in net income
|
(2.6
|
)
|
1.0
|
|
(1.6
|
)
|
|
(0.4
|
)
|
0.1
|
|
(0.3
|
)
|
||||||
Comprehensive income (loss)
|
(1,343.2
|
)
|
297.5
|
|
(1,045.7
|
)
|
|
831.6
|
|
(381.5
|
)
|
450.1
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
2.6
|
|
(0.5
|
)
|
2.1
|
|
|
3.3
|
|
—
|
|
3.3
|
|
||||||
Comprehensive income (loss) attributable to ConAgra Foods, Inc.
|
$
|
(1,345.8
|
)
|
$
|
298.0
|
|
$
|
(1,047.8
|
)
|
|
$
|
828.3
|
|
$
|
(381.5
|
)
|
$
|
446.8
|
|
|
November 29,
2015 |
|
May 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
95.9
|
|
|
$
|
164.7
|
|
Receivables, less allowance for doubtful accounts of $4.9 and $4.1
|
894.4
|
|
|
773.7
|
|
||
Inventories
|
1,975.6
|
|
|
1,721.1
|
|
||
Prepaid expenses and other current assets
|
168.8
|
|
|
268.8
|
|
||
Current assets held for sale
|
777.8
|
|
|
739.4
|
|
||
Total current assets
|
3,912.5
|
|
|
3,667.7
|
|
||
Property, plant and equipment
|
6,207.4
|
|
|
6,191.0
|
|
||
Less accumulated depreciation
|
(3,561.5
|
)
|
|
(3,503.3
|
)
|
||
Property, plant and equipment, net
|
2,645.9
|
|
|
2,687.7
|
|
||
Goodwill
|
4,685.5
|
|
|
4,699.5
|
|
||
Brands, trademarks and other intangibles, net
|
1,383.9
|
|
|
1,313.4
|
|
||
Other assets
|
987.6
|
|
|
933.5
|
|
||
Noncurrent assets held for sale
|
2,379.2
|
|
|
4,240.4
|
|
||
|
$
|
15,994.6
|
|
|
$
|
17,542.2
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
195.0
|
|
|
$
|
7.9
|
|
Current installments of long-term debt
|
1,309.8
|
|
|
1,008.0
|
|
||
Accounts payable
|
1,195.5
|
|
|
1,138.8
|
|
||
Accrued payroll
|
211.9
|
|
|
218.2
|
|
||
Other accrued liabilities
|
727.0
|
|
|
642.8
|
|
||
Current liabilities held for sale
|
314.4
|
|
|
294.5
|
|
||
Total current liabilities
|
3,953.6
|
|
|
3,310.2
|
|
||
Senior long-term debt, excluding current installments
|
6,204.5
|
|
|
6,693.0
|
|
||
Subordinated debt
|
195.9
|
|
|
195.9
|
|
||
Other noncurrent liabilities
|
1,891.2
|
|
|
2,023.8
|
|
||
Noncurrent liabilities held for sale
|
234.7
|
|
|
709.3
|
|
||
Total liabilities
|
12,479.9
|
|
|
12,932.2
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Common stockholders' equity
|
|
|
|
||||
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 567,907,172
|
2,839.7
|
|
|
2,839.7
|
|
||
Additional paid-in capital
|
1,086.1
|
|
|
1,049.4
|
|
||
Retained earnings
|
3,115.3
|
|
|
4,331.1
|
|
||
Accumulated other comprehensive loss
|
(378.1
|
)
|
|
(329.5
|
)
|
||
Less treasury stock, at cost, 133,777,657 and 139,702,605 common shares
|
(3,229.2
|
)
|
|
(3,364.7
|
)
|
||
Total ConAgra Foods, Inc. common stockholders' equity
|
3,433.8
|
|
|
4,526.0
|
|
||
Noncontrolling interests
|
80.9
|
|
|
84.0
|
|
||
Total stockholders' equity
|
3,514.7
|
|
|
4,610.0
|
|
||
|
$
|
15,994.6
|
|
|
$
|
17,542.2
|
|
|
Twenty-six weeks ended
|
||||||
|
November 29,
2015 |
|
November 23,
2014 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(993.1
|
)
|
|
$
|
500.4
|
|
Income (loss) from discontinued operations
|
(1,326.1
|
)
|
|
185.5
|
|
||
Income from continuing operations
|
333.0
|
|
|
314.9
|
|
||
Adjustments to reconcile income (loss) from continuing operations to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
188.8
|
|
|
191.4
|
|
||
Asset impairment charges
|
1.7
|
|
|
7.4
|
|
||
Lease cancellation expense
|
48.5
|
|
|
—
|
|
||
Earnings of affiliates in excess of distributions
|
(54.1
|
)
|
|
(52.4
|
)
|
||
Share-based payments expense
|
34.6
|
|
|
32.6
|
|
||
Contributions to pension plans
|
(6.0
|
)
|
|
(6.0
|
)
|
||
Pension benefit
|
—
|
|
|
(4.6
|
)
|
||
Other items
|
(23.6
|
)
|
|
14.7
|
|
||
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable
|
(126.0
|
)
|
|
(108.8
|
)
|
||
Inventory
|
(253.9
|
)
|
|
(391.1
|
)
|
||
Deferred income taxes and income taxes payable, net
|
(124.7
|
)
|
|
19.5
|
|
||
Prepaid expenses and other current assets
|
23.2
|
|
|
30.0
|
|
||
Accounts payable
|
83.1
|
|
|
219.8
|
|
||
Accrued payroll
|
(0.1
|
)
|
|
47.3
|
|
||
Other accrued liabilities
|
68.8
|
|
|
(28.3
|
)
|
||
Net cash flows from operating activities — continuing operations
|
193.3
|
|
|
286.4
|
|
||
Net cash flows from operating activities — discontinued operations
|
124.7
|
|
|
131.3
|
|
||
Net cash flows from operating activities
|
318.0
|
|
|
417.7
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(176.7
|
)
|
|
(157.6
|
)
|
||
Sale of property, plant and equipment
|
18.9
|
|
|
2.3
|
|
||
Purchase of business, net of cash acquired
|
—
|
|
|
(75.4
|
)
|
||
Purchase of intangible assets
|
(10.4
|
)
|
|
—
|
|
||
Return of investment in equity method investee
|
—
|
|
|
391.4
|
|
||
Other
|
0.3
|
|
|
—
|
|
||
Net cash flows from investing activities — continuing operations
|
(167.9
|
)
|
|
160.7
|
|
||
Net cash flows from investing activities — discontinued operations
|
(69.1
|
)
|
|
71.9
|
|
||
Net cash flows from investing activities
|
(237.0
|
)
|
|
232.6
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net short-term borrowings
|
187.1
|
|
|
392.8
|
|
||
Issuance of long-term debt
|
—
|
|
|
550.0
|
|
||
Repayment of long-term debt
|
(255.3
|
)
|
|
(1,489.2
|
)
|
||
Cash dividends paid
|
(215.0
|
)
|
|
(211.7
|
)
|
||
Exercise of stock options and issuance of other stock awards
|
153.3
|
|
|
55.2
|
|
||
Other items
|
(2.8
|
)
|
|
(6.9
|
)
|
||
Net cash flows from financing activities — continuing operations
|
(132.7
|
)
|
|
(709.8
|
)
|
||
Net cash flows from financing activities — discontinued operations
|
—
|
|
|
(0.2
|
)
|
||
Net cash flows from financing activities
|
(132.7
|
)
|
|
(710.0
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(3.0
|
)
|
|
(1.5
|
)
|
||
Net change in cash and cash equivalents
|
(54.7
|
)
|
|
(61.2
|
)
|
||
Discontinued operations cash activity included above:
|
|
|
|
||||
Add: Cash balance included in assets held for sale at beginning of period
|
18.4
|
|
|
64.9
|
|
||
Less: Cash balance included in assets held for sale at end of period
|
32.5
|
|
|
22.0
|
|
||
Cash and cash equivalents at beginning of period
|
164.7
|
|
|
118.2
|
|
||
Cash and cash equivalents at end of period
|
$
|
95.9
|
|
|
$
|
99.9
|
|
|
|
Thirteen weeks ended
|
|
Affected Line Item in the Condensed Consolidated Statement of Operations
1
|
||||||
|
|
November 29, 2015
|
|
November 23, 2014
|
|
|
||||
Net derivative adjustment, net of tax:
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest expense, net
|
|
|
—
|
|
|
—
|
|
|
Total before tax
|
||
|
|
—
|
|
|
—
|
|
|
Income tax benefit
|
||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net of tax
|
Amortization of pension and other postretirement benefits:
|
|
|
|
|
|
|
||||
Net prior service cost
|
|
$
|
(1.3
|
)
|
|
$
|
(1.0
|
)
|
|
Selling, general and administrative expenses
|
Net actuarial losses
|
|
—
|
|
|
0.8
|
|
|
Selling, general and administrative expenses
|
||
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
Total before tax
|
||
|
|
0.5
|
|
|
—
|
|
|
Income tax expense
|
||
|
|
$
|
(0.8
|
)
|
|
$
|
(0.2
|
)
|
|
Net of tax
|
|
|
Twenty-six weeks ended
|
|
Affected Line Item in the Condensed Consolidated Statement of Operations
1
|
||||||
|
|
November 29, 2015
|
|
November 23, 2014
|
|
|
||||
Net derivative adjustment, net of tax:
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
Interest expense, net
|
|
|
—
|
|
|
(0.5
|
)
|
|
Total before tax
|
||
|
|
—
|
|
|
0.2
|
|
|
Income tax expense
|
||
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
Net of tax
|
Amortization of pension and postretirement healthcare liabilities:
|
|
|
|
|
|
|
||||
Net prior service benefit
|
|
$
|
(2.6
|
)
|
|
$
|
(2.1
|
)
|
|
Selling, general and administrative expenses
|
Net actuarial loss
|
|
—
|
|
|
1.7
|
|
|
Selling, general and administrative expenses
|
||
|
|
(2.6
|
)
|
|
(0.4
|
)
|
|
Total before tax
|
||
|
|
1.0
|
|
|
0.1
|
|
|
Income tax expense
|
||
|
|
$
|
(1.6
|
)
|
|
$
|
(0.3
|
)
|
|
Net of tax
|
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||
|
November 29, 2015
|
|
November 23, 2014
|
|
November 29, 2015
|
|
November 23, 2014
|
||||||||
Net sales
|
$
|
961.4
|
|
|
$
|
1,013.6
|
|
|
$
|
1,855.6
|
|
|
$
|
1,967.8
|
|
Net gain on sale of businesses
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
627.3
|
|
Goodwill and long-lived asset impairment charges
|
(86.3
|
)
|
|
(240.9
|
)
|
|
(1,898.6
|
)
|
|
(240.9
|
)
|
||||
Income from operations of discontinued operations before income taxes and equity method investment earnings
|
85.6
|
|
|
33.5
|
|
|
106.3
|
|
|
34.9
|
|
||||
Income (loss) before income taxes
|
(0.7
|
)
|
|
(206.6
|
)
|
|
(1,792.3
|
)
|
|
421.3
|
|
||||
Income tax expense (benefit)
|
5.8
|
|
|
(3.8
|
)
|
|
(466.2
|
)
|
|
235.8
|
|
||||
Income (loss) from discontinued operations, net of tax
|
$
|
(6.5
|
)
|
|
$
|
(202.8
|
)
|
|
$
|
(1,326.1
|
)
|
|
$
|
185.5
|
|
|
|
November 29, 2015
|
|
May 31, 2015
|
||||
Cash and cash equivalents
|
|
$
|
32.5
|
|
|
$
|
18.4
|
|
Receivables, less allowance for doubtful accounts of $0.5 and $0.5
|
|
227.0
|
|
|
199.2
|
|
||
Inventories
|
|
501.4
|
|
|
480.1
|
|
||
Prepaid expenses and other current assets
|
|
16.9
|
|
|
41.7
|
|
||
Current assets held for sale
|
|
$
|
777.8
|
|
|
$
|
739.4
|
|
Property, plant and equipment, net
|
|
$
|
940.4
|
|
|
$
|
920.4
|
|
Goodwill
|
|
913.2
|
|
|
1,600.8
|
|
||
Brands, trademarks and other intangibles, net
|
|
522.6
|
|
|
1,716.6
|
|
||
Other assets
|
|
3.0
|
|
|
2.6
|
|
||
Noncurrent assets held for sale
|
|
$
|
2,379.2
|
|
|
$
|
4,240.4
|
|
Accounts payable
|
|
$
|
241.1
|
|
|
$
|
219.5
|
|
Accrued payroll
|
|
4.7
|
|
|
—
|
|
||
Other accrued liabilities
|
|
68.6
|
|
|
75.0
|
|
||
Current liabilities held for sale
|
|
$
|
314.4
|
|
|
$
|
294.5
|
|
Other noncurrent liabilities
|
|
$
|
234.7
|
|
|
$
|
709.3
|
|
Noncurrent liabilities held for sale
|
|
$
|
234.7
|
|
|
$
|
709.3
|
|
|
Consumer Foods
|
|
Commercial Foods
|
|
Corporate
|
|
Total
|
||||||||
Multi-employer pension costs
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
Accelerated depreciation
|
38.3
|
|
|
|
|
|
1.2
|
|
|
39.5
|
|
||||
Other cost of goods sold
|
6.1
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
||||
Total cost of goods sold
|
45.9
|
|
|
—
|
|
|
1.2
|
|
|
47.1
|
|
||||
Severance and related costs (recoveries)
|
30.3
|
|
|
8.1
|
|
|
184.5
|
|
|
222.9
|
|
||||
Fixed asset impairment/Net gain on disposal
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
||||
Contract/Lease cancellation expenses
|
1.5
|
|
|
—
|
|
|
59.1
|
|
|
60.6
|
|
||||
Consulting/Professional fees
|
1.0
|
|
|
—
|
|
|
65.9
|
|
|
66.9
|
|
||||
Other selling, general and administrative expenses
|
15.6
|
|
|
—
|
|
|
57.3
|
|
|
72.9
|
|
||||
Total selling, general and administrative expenses
|
49.4
|
|
|
8.1
|
|
|
368.3
|
|
|
425.8
|
|
||||
Consolidated total
|
$
|
95.3
|
|
|
$
|
8.1
|
|
|
$
|
369.5
|
|
|
$
|
472.9
|
|
|
Consumer Foods
|
|
Commercial Foods
|
|
Corporate
|
|
Total
|
||||||||
Accelerated depreciation
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
5.4
|
|
Other cost of goods sold
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Total cost of goods sold
|
5.6
|
|
|
—
|
|
|
0.1
|
|
|
5.7
|
|
||||
Severance and related costs (recoveries)
|
4.3
|
|
|
—
|
|
|
51.8
|
|
|
56.1
|
|
||||
Contract/Lease cancellation expenses
|
(0.9
|
)
|
|
—
|
|
|
51.8
|
|
|
50.9
|
|
||||
Consulting/Professional fees
|
—
|
|
|
—
|
|
|
18.9
|
|
|
18.9
|
|
||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Other selling, general and administrative expenses
|
0.5
|
|
|
—
|
|
|
0.8
|
|
|
1.3
|
|
||||
Total selling, general and administrative expenses
|
3.9
|
|
|
—
|
|
|
123.4
|
|
|
127.3
|
|
||||
Consolidated total
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
123.5
|
|
|
$
|
133.0
|
|
|
Consumer Foods
|
|
Commercial Foods
|
|
Corporate
|
|
Total
|
||||||||
Accelerated depreciation
|
$
|
8.9
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
9.1
|
|
Other cost of goods sold
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||
Total cost of goods sold
|
9.3
|
|
|
—
|
|
|
0.2
|
|
|
9.5
|
|
||||
Severance and related costs (recoveries)
|
5.1
|
|
|
0.1
|
|
|
55.4
|
|
|
60.6
|
|
||||
Fixed asset impairment/Net gain on disposal
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Contract/Lease cancellation expenses
|
(0.7
|
)
|
|
—
|
|
|
51.8
|
|
|
51.1
|
|
||||
Consulting/Professional fees
|
—
|
|
|
—
|
|
|
25.2
|
|
|
25.2
|
|
||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Other selling, general and administrative expenses
|
2.5
|
|
|
—
|
|
|
1.5
|
|
|
4.0
|
|
||||
Total selling, general and administrative expenses
|
6.8
|
|
|
0.1
|
|
|
134.0
|
|
|
140.9
|
|
||||
Consolidated total
|
$
|
16.1
|
|
|
$
|
0.1
|
|
|
$
|
134.2
|
|
|
$
|
150.4
|
|
|
Consumer Foods
|
|
Commercial Foods
|
|
Corporate
|
|
Total
|
||||||||
Multi-employer pension costs
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
Accelerated depreciation
|
30.4
|
|
|
—
|
|
|
1.2
|
|
|
31.6
|
|
||||
Other cost of goods sold
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||
Total cost of goods sold
|
34.4
|
|
|
—
|
|
|
1.2
|
|
|
35.6
|
|
||||
Severance and related costs (recoveries)
|
26.7
|
|
|
8.1
|
|
|
63.2
|
|
|
98.0
|
|
||||
Contract/Lease cancellation expenses
|
0.7
|
|
|
—
|
|
|
52.1
|
|
|
52.8
|
|
||||
Consulting/Professional fees
|
1.0
|
|
|
—
|
|
|
28.0
|
|
|
29.0
|
|
||||
Fixed asset impairment / Net gain on disposal
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||
Other selling, general and administrative expenses
|
5.7
|
|
|
—
|
|
|
6.4
|
|
|
12.1
|
|
||||
Total selling, general and administrative expenses
|
35.1
|
|
|
8.1
|
|
|
150.6
|
|
|
193.8
|
|
||||
Consolidated total
|
$
|
69.5
|
|
|
$
|
8.1
|
|
|
$
|
151.8
|
|
|
$
|
229.4
|
|
|
Balance at May 31,
2015 |
|
Costs Incurred
and Charged
to Expense
|
|
Costs Paid
or Otherwise Settled
|
|
Changes in Estimates
|
|
Balance at November 29,
2015 |
||||||||||
Multi-employer pension costs
|
$
|
11.4
|
|
|
$
|
0.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
11.2
|
|
Severance
|
16.4
|
|
|
63.3
|
|
|
(11.6
|
)
|
|
(0.6
|
)
|
|
67.5
|
|
|||||
Consulting
|
0.2
|
|
|
25.3
|
|
|
(6.6
|
)
|
|
—
|
|
|
18.9
|
|
|||||
Contract cancellation
|
3.1
|
|
|
3.3
|
|
|
(1.0
|
)
|
|
(0.6
|
)
|
|
4.8
|
|
|||||
Other costs
|
1.2
|
|
|
3.9
|
|
|
(3.7
|
)
|
|
(0.1
|
)
|
|
1.3
|
|
|||||
Total
|
$
|
32.3
|
|
|
$
|
96.0
|
|
|
$
|
(23.3
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
103.7
|
|
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
Long-term debt
|
$
|
80.7
|
|
|
$
|
79.5
|
|
|
$
|
163.0
|
|
|
$
|
164.6
|
|
Short-term debt
|
0.6
|
|
|
0.8
|
|
|
0.8
|
|
|
1.3
|
|
||||
Interest income
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.8
|
)
|
||||
Interest capitalized
|
(1.6
|
)
|
|
(1.3
|
)
|
|
(3.6
|
)
|
|
(3.1
|
)
|
||||
|
$
|
79.6
|
|
|
$
|
78.7
|
|
|
$
|
159.9
|
|
|
$
|
162.0
|
|
|
November 29,
2015 |
|
May 31,
2015 |
||||
Cash and cash equivalents
|
$
|
15.2
|
|
|
$
|
13.7
|
|
Receivables, less allowance for doubtful accounts
|
0.3
|
|
|
0.2
|
|
||
Inventories
|
1.6
|
|
|
1.3
|
|
||
Prepaid expenses and other current assets
|
0.1
|
|
|
0.3
|
|
||
Property, plant and equipment, net
|
52.4
|
|
|
53.2
|
|
||
Goodwill
|
18.8
|
|
|
18.8
|
|
||
Brands, trademarks and other intangibles, net
|
5.6
|
|
|
6.0
|
|
||
Total assets
|
$
|
94.0
|
|
|
$
|
93.5
|
|
Accounts payable
|
$
|
12.0
|
|
|
$
|
16.9
|
|
Accrued payroll
|
0.9
|
|
|
0.7
|
|
||
Other accrued liabilities
|
0.5
|
|
|
0.6
|
|
||
Other noncurrent liabilities (noncontrolling interest)
|
33.7
|
|
|
31.3
|
|
||
Total liabilities
|
$
|
47.1
|
|
|
$
|
49.5
|
|
|
Consumer
Foods
|
|
Commercial
Foods
|
|
Total
|
||||||
Balance as of May 31, 2015
|
$
|
3,824.6
|
|
|
$
|
874.9
|
|
|
$
|
4,699.5
|
|
Currency translation and purchase accounting adjustments
|
(13.1
|
)
|
|
(0.9
|
)
|
|
(14.0
|
)
|
|||
Balance as of November 29, 2015
|
$
|
3,811.5
|
|
|
$
|
874.0
|
|
|
$
|
4,685.5
|
|
|
November 29, 2015
|
|
May 31, 2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Non-amortizing intangible assets
|
$
|
912.0
|
|
|
$
|
—
|
|
|
$
|
916.9
|
|
|
$
|
—
|
|
Amortizing intangible assets
|
628.0
|
|
|
156.1
|
|
|
536.6
|
|
|
140.1
|
|
||||
|
$
|
1,540.0
|
|
|
$
|
156.1
|
|
|
$
|
1,453.5
|
|
|
$
|
140.1
|
|
|
November 29,
2015 |
|
May 31,
2015 |
||||
Prepaid expenses and other current assets
|
$
|
28.3
|
|
|
$
|
32.2
|
|
Other accrued liabilities
|
13.7
|
|
|
14.2
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
23.2
|
|
|
Other accrued liabilities
|
|
$
|
39.1
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
22.1
|
|
|
Other accrued liabilities
|
|
—
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
1.1
|
|
|
Other accrued liabilities
|
|
0.2
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
46.4
|
|
|
|
|
$
|
39.3
|
|
|
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
|
|
Derivatives Not Designated as Hedging Instruments
|
|
Location in Condensed Consolidated Statement of Operations of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Condensed Consolidated
Statement of Operations for
the Thirteen Weeks Ended
|
||||||
November 29, 2015
|
|
November 23, 2014
|
||||||||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
(5.7
|
)
|
|
$
|
(19.2
|
)
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
—
|
|
|
1.0
|
|
||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
0.3
|
|
|
2.3
|
|
||
Total loss from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
(5.4
|
)
|
|
$
|
(15.9
|
)
|
Derivatives Not Designated as Hedging Instruments
|
|
Location in Condensed Consolidated Statement of Operations of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Condensed Consolidated
Statement of Operations for
the Twenty-six Weeks Ended
|
||||||
|
November 29, 2015
|
|
November 23, 2014
|
|||||||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
(15.0
|
)
|
|
$
|
(46.1
|
)
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
—
|
|
|
1.3
|
|
||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
4.7
|
|
|
2.5
|
|
||
Interest rate contracts
|
|
Selling, general and administrative expense
|
|
—
|
|
|
(1.4
|
)
|
||
Total loss from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
(10.3
|
)
|
|
$
|
(43.7
|
)
|
Expected volatility (%)
|
17.88
|
Dividend yield (%)
|
2.74
|
Risk-free interest rate (%)
|
1.60
|
Expected life of stock option (years)
|
4.96
|
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
Net income (loss) available to ConAgra Foods, Inc. common stockholders:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
161.4
|
|
|
$
|
212.8
|
|
|
$
|
326.9
|
|
|
$
|
306.8
|
|
Income (loss) from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders
|
(6.5
|
)
|
|
(202.8
|
)
|
|
(1,326.1
|
)
|
|
185.5
|
|
||||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
154.9
|
|
|
$
|
10.0
|
|
|
$
|
(999.2
|
)
|
|
$
|
492.3
|
|
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated
|
0.5
|
|
|
0.5
|
|
|
0.9
|
|
|
0.9
|
|
||||
Net income (loss) available to ConAgra Foods, Inc. common stockholders
|
$
|
154.4
|
|
|
$
|
9.5
|
|
|
$
|
(1,000.1
|
)
|
|
$
|
491.4
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
433.8
|
|
|
425.7
|
|
|
432.1
|
|
|
424.8
|
|
||||
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities
|
4.1
|
|
|
5.1
|
|
|
4.6
|
|
|
5.2
|
|
||||
Diluted weighted average shares outstanding
|
437.9
|
|
|
430.8
|
|
|
436.7
|
|
|
430.0
|
|
|
November 29,
2015 |
|
May 31,
2015 |
||||
Raw materials and packaging
|
$
|
451.7
|
|
|
$
|
381.5
|
|
Work in process
|
182.5
|
|
|
128.2
|
|
||
Finished goods
|
1,260.9
|
|
|
1,127.5
|
|
||
Supplies and other
|
80.5
|
|
|
83.9
|
|
||
Total
|
$
|
1,975.6
|
|
|
$
|
1,721.1
|
|
|
Pension Benefits
|
||||||||||||||
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
Service cost
|
$
|
23.8
|
|
|
$
|
22.2
|
|
|
$
|
47.6
|
|
|
$
|
44.3
|
|
Interest cost
|
41.0
|
|
|
40.3
|
|
|
82.0
|
|
|
80.7
|
|
||||
Expected return on plan assets
|
(66.8
|
)
|
|
(67.0
|
)
|
|
(133.7
|
)
|
|
(134.0
|
)
|
||||
Amortization of prior service cost
|
0.7
|
|
|
0.9
|
|
|
1.4
|
|
|
1.8
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||
Benefit cost — Company plans
|
(1.3
|
)
|
|
(3.6
|
)
|
|
(2.7
|
)
|
|
(0.3
|
)
|
||||
Pension benefit cost — multi-employer plans
|
4.1
|
|
|
3.5
|
|
|
6.4
|
|
|
6.7
|
|
||||
Total benefit cost
|
$
|
2.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
3.7
|
|
|
$
|
6.4
|
|
|
Postretirement Benefits
|
||||||||||||||
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
Interest cost
|
1.9
|
|
|
2.5
|
|
|
3.9
|
|
|
5.0
|
|
||||
Amortization of prior service benefit
|
(2.0
|
)
|
|
(1.9
|
)
|
|
(4.0
|
)
|
|
(3.9
|
)
|
||||
Recognized net actuarial loss
|
—
|
|
|
0.8
|
|
|
—
|
|
|
1.7
|
|
||||
Total cost
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
0.1
|
|
|
$
|
3.1
|
|
|
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 31, 2015
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,049.4
|
|
|
$
|
4,331.1
|
|
|
$
|
(329.5
|
)
|
|
$
|
(3,364.7
|
)
|
|
$
|
84.0
|
|
|
$
|
4,610.0
|
|
Stock option and incentive plans
|
|
|
|
|
37.6
|
|
|
(0.3
|
)
|
|
|
|
135.5
|
|
|
|
|
172.8
|
|
|||||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
(52.0
|
)
|
|
|
|
(4.0
|
)
|
|
(56.0
|
)
|
||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
(0.9
|
)
|
|
|
|
|
|
|
|
0.9
|
|
|
—
|
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
|
|
3.4
|
|
|||||||||||||
Dividends declared on common stock; $0.50 per share
|
|
|
|
|
|
|
(216.3
|
)
|
|
|
|
|
|
|
|
(216.3
|
)
|
|||||||||||||
Net loss attributable to ConAgra Foods, Inc.
|
|
|
|
|
|
|
(999.2
|
)
|
|
|
|
|
|
|
|
(999.2
|
)
|
|||||||||||||
Balance at November 29, 2015
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,086.1
|
|
|
$
|
3,115.3
|
|
|
$
|
(378.1
|
)
|
|
$
|
(3,229.2
|
)
|
|
$
|
80.9
|
|
|
$
|
3,514.7
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
4.3
|
|
|
$
|
24.0
|
|
|
$
|
—
|
|
|
$
|
28.3
|
|
Available-for-sale securities
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||
Deferred compensation assets
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||
Total assets
|
$
|
9.8
|
|
|
$
|
24.0
|
|
|
$
|
—
|
|
|
$
|
33.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
13.7
|
|
|
$
|
—
|
|
|
$
|
13.7
|
|
Deferred compensation liabilities
|
48.4
|
|
|
—
|
|
|
—
|
|
|
48.4
|
|
||||
Total liabilities
|
$
|
48.4
|
|
|
$
|
13.7
|
|
|
$
|
—
|
|
|
$
|
62.1
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Value
|
||||||||
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
|
|
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
1,983.2
|
|
|
$
|
2,043.0
|
|
|
$
|
3,676.8
|
|
|
$
|
3,742.3
|
|
Commercial Foods
|
1,109.5
|
|
|
1,093.4
|
|
|
2,209.7
|
|
|
2,157.1
|
|
||||
Total net sales
|
$
|
3,092.7
|
|
|
$
|
3,136.4
|
|
|
$
|
5,886.5
|
|
|
$
|
5,899.4
|
|
Operating profit
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
330.9
|
|
|
$
|
300.9
|
|
|
$
|
571.5
|
|
|
$
|
492.9
|
|
Commercial Foods
|
162.2
|
|
|
146.8
|
|
|
301.9
|
|
|
266.8
|
|
||||
Total operating profit
|
$
|
493.1
|
|
|
$
|
447.7
|
|
|
$
|
873.4
|
|
|
$
|
759.7
|
|
Equity method investment earnings
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
$
|
1.4
|
|
|
$
|
1.1
|
|
Commercial Foods
|
24.6
|
|
|
33.2
|
|
|
60.9
|
|
|
58.5
|
|
||||
Total equity method investment earnings
|
$
|
25.3
|
|
|
$
|
34.0
|
|
|
$
|
62.3
|
|
|
$
|
59.6
|
|
Operating profit plus equity method investment earnings
|
|
|
|
|
|
|
|
||||||||
Consumer Foods
|
$
|
331.6
|
|
|
$
|
301.7
|
|
|
$
|
572.9
|
|
|
$
|
494.0
|
|
Commercial Foods
|
186.8
|
|
|
180.0
|
|
|
362.8
|
|
|
325.3
|
|
||||
Total operating profit plus equity method investment earnings
|
$
|
518.4
|
|
|
$
|
481.7
|
|
|
$
|
935.7
|
|
|
$
|
819.3
|
|
General corporate expense
|
$
|
189.8
|
|
|
$
|
82.4
|
|
|
$
|
274.7
|
|
|
$
|
197.4
|
|
Interest expense, net
|
79.6
|
|
|
78.7
|
|
|
159.9
|
|
|
162.0
|
|
||||
Income tax expense
|
83.2
|
|
|
101.9
|
|
|
168.1
|
|
|
145.0
|
|
||||
Income from continuing operations
|
$
|
165.8
|
|
|
$
|
218.7
|
|
|
$
|
333.0
|
|
|
$
|
314.9
|
|
Less: Net income attributable to noncontrolling interests
|
4.4
|
|
|
5.9
|
|
|
6.1
|
|
|
8.1
|
|
||||
Income from continuing operations attributable to ConAgra Foods, Inc.
|
$
|
161.4
|
|
|
$
|
212.8
|
|
|
$
|
326.9
|
|
|
$
|
306.8
|
|
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
Net derivative losses incurred
|
$
|
(5.6
|
)
|
|
$
|
(18.2
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
(44.8
|
)
|
Less: Net derivative gains (losses) allocated to reporting segments
|
(3.9
|
)
|
|
3.5
|
|
|
(11.0
|
)
|
|
10.2
|
|
||||
Net derivative losses recognized in general corporate expenses
|
$
|
(1.7
|
)
|
|
$
|
(21.7
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(55.0
|
)
|
Net derivative gains (losses) allocated to Consumer Foods
|
$
|
(2.1
|
)
|
|
$
|
0.5
|
|
|
$
|
(8.2
|
)
|
|
$
|
4.2
|
|
Net derivative gains (losses) allocated to Commercial Foods
|
(1.8
|
)
|
|
3.0
|
|
|
(2.8
|
)
|
|
6.0
|
|
||||
Net derivative gains (losses) included in segment operating profit
|
$
|
(3.9
|
)
|
|
$
|
3.5
|
|
|
$
|
(11.0
|
)
|
|
$
|
10.2
|
|
•
|
charges of $26.0 million ($15.9 million after-tax) in connection with 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,
|
•
|
a benefit of $5.8 million ($5.8 million after-tax) related to the reduction of the legal accrual for pending matters associated with the 2007 peanut butter recall, and
|
•
|
an income tax benefit of $8.0 million from the implementation of a new tax position for federal tax credits relating to prior year tax returns.
|
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||
($ in millions)
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
Net derivative losses incurred
|
$
|
(5.6
|
)
|
|
$
|
(18.2
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
(44.8
|
)
|
Less: Net derivative gains (losses) allocated to reporting segments
|
(3.9
|
)
|
|
3.5
|
|
|
(11.0
|
)
|
|
10.2
|
|
||||
Net derivative losses recognized in general corporate expenses
|
$
|
(1.7
|
)
|
|
$
|
(21.7
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(55.0
|
)
|
Net derivative gains (losses) allocated to Consumer Foods
|
$
|
(2.1
|
)
|
|
$
|
0.5
|
|
|
$
|
(8.2
|
)
|
|
$
|
4.2
|
|
Net derivative gains (losses) allocated to Commercial Foods
|
(1.8
|
)
|
|
3.0
|
|
|
(2.8
|
)
|
|
6.0
|
|
||||
Net derivative gains (losses) included in segment operating profit
|
$
|
(3.9
|
)
|
|
$
|
3.5
|
|
|
$
|
(11.0
|
)
|
|
$
|
10.2
|
|
|
Net Sales
|
||||||||||||||||||||
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||||||||
($ in millions)
Reporting Segment
|
November 29,
2015 |
|
November 23,
2014 |
|
% Inc
(Dec)
|
|
November 29,
2015 |
|
November 23,
2014 |
|
% Inc
(Dec)
|
||||||||||
Consumer Foods
|
$
|
1,983.2
|
|
|
$
|
2,043.0
|
|
|
(3
|
)%
|
|
$
|
3,676.8
|
|
|
$
|
3,742.3
|
|
|
(2
|
)%
|
Commercial Foods
|
1,109.5
|
|
|
1,093.4
|
|
|
1
|
%
|
|
2,209.7
|
|
|
2,157.1
|
|
|
2
|
%
|
||||
Total
|
$
|
3,092.7
|
|
|
$
|
3,136.4
|
|
|
(1
|
)%
|
|
$
|
5,886.5
|
|
|
$
|
5,899.4
|
|
|
—
|
%
|
•
|
expenses of $127.3 million in connection with our SCAE Plan,
|
•
|
an increase in incentive expense of $17.6 million, and
|
•
|
an increase in advertising and promotion spending of $16.7 million.
|
•
|
expenses of $140.8 million in connection with our SCAE Plan,
|
•
|
an increase in incentive expense of $24.9 million,
|
•
|
an increase in advertising and promotion spending of $24.0 million, and
|
•
|
a decrease in salaries and wages of $4.9 million.
|
|
Operating Profit
|
||||||||||||||||||||
|
Thirteen weeks ended
|
|
Twenty-six weeks ended
|
||||||||||||||||||
($ in millions)
Reporting Segment
|
November 29,
2015 |
|
November 23,
2014 |
|
% Inc
(Dec)
|
|
November 29,
2015 |
|
November 23,
2014 |
|
% Inc
(Dec)
|
||||||||||
Consumer Foods
|
$
|
330.9
|
|
|
$
|
300.9
|
|
|
10
|
%
|
|
$
|
571.5
|
|
|
$
|
492.9
|
|
|
16
|
%
|
Commercial Foods
|
162.2
|
|
|
146.8
|
|
|
11
|
%
|
|
301.9
|
|
|
266.8
|
|
|
13
|
%
|
|
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
|
$
|
7,482.2
|
|
|
$
|
1,300.7
|
|
|
$
|
1,709.9
|
|
|
$
|
775.0
|
|
|
$
|
3,696.6
|
|
Capital lease obligations
|
128.3
|
|
|
10.2
|
|
|
17.6
|
|
|
13.0
|
|
|
87.5
|
|
|||||
Operating lease obligations
|
415.3
|
|
|
82.7
|
|
|
141.2
|
|
|
74.6
|
|
|
116.8
|
|
|||||
Purchase obligations
1
and other contracts
|
2,075.6
|
|
|
1,577.4
|
|
|
127.3
|
|
|
90.2
|
|
|
280.7
|
|
|||||
Notes payable
|
195.0
|
|
|
195.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
10,296.4
|
|
|
$
|
3,166.0
|
|
|
$
|
1,996.0
|
|
|
$
|
952.8
|
|
|
$
|
4,181.6
|
|
|
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
|
$
|
55.8
|
|
|
$
|
31.8
|
|
|
$
|
5.4
|
|
|
$
|
8.4
|
|
|
$
|
10.2
|
|
Standby repurchase obligations
|
2.4
|
|
|
0.8
|
|
|
0.5
|
|
|
0.5
|
|
|
0.6
|
|
|||||
Other commitments
|
2.1
|
|
|
1.9
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
60.3
|
|
|
$
|
34.5
|
|
|
$
|
6.1
|
|
|
$
|
8.9
|
|
|
$
|
10.8
|
|
|
Fair Value Impact
|
||||||
In Millions
|
Average
During Twenty-six Weeks
Ended November 29, 2015
|
|
Average
During Twenty-six Weeks
Ended November 23, 2014
|
||||
Energy commodities
|
$
|
0.9
|
|
|
$
|
1.2
|
|
Agriculture commodities
|
2.2
|
|
|
2.3
|
|
||
Other commodities
|
—
|
|
|
1.9
|
|
||
Foreign exchange
|
0.1
|
|
|
0.2
|
|
|
CONAGRA FOODS, INC.
|
|
|
|
|
|
By:
|
/s/ JOHN F. GEHRING
|
|
|
John F. Gehring
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
By:
|
/s/ ROBERT G. WISE
|
|
|
Robert G. Wise
|
|
|
Senior Vice President and Corporate Controller
|
EXHIBIT
|
|
DESCRIPTION
|
|
|
|
2.1*
|
|
Stock Purchase Agreement, dated as of November 1, 2015, between ConAgra Foods, Inc. and Tree House Foods, Inc., incorporated herein by reference to Exhibit 2.1 of ConAgra Foods’ current report on Form 8-K filed November 2, 2015
|
|
|
|
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 filed December 2, 2005
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of ConAgra Foods, Inc., as amended on on May 7, 2015 and further amended on June 18, 2015 and September 30, 2015, incorporated herein by reference to Exhibit 3.1 of ConAgra Foods' current report on Form 8-K filed October 1, 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 File No. 033-36967)
|
|
|
|
10.1**
|
|
Amendment to Certain Equity Awards and Agreements Pursuant to the ConAgra Foods Inc. 2015 Voluntary Retirement Program and 2015 SG&A Reduction Program.
|
|
|
|
10.2
|
|
Amendment No. 4 to Revolving Credit Agreement, dated as of September 14, 2011, among the Company, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 of ConAgra Foods' current report on Form 8-K filed September 22, 2015
|
|
|
|
12
|
|
Statement regarding computation of ratio of earnings to fixed charges
|
|
|
|
31.1
|
|
Section 302 Certificate of Chief Executive Officer
|
|
|
|
31.2
|
|
Section 302 Certificate of Chief Financial Officer
|
|
|
|
32.1
|
|
Section 906 Certificates
|
|
|
|
101.1
|
|
The following materials from ConAgra Foods' Quarterly Report on Form 10-Q for the quarter ended November 29, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information.
|
|
|
|
|
|
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to ConAgra Foods' long-term debt are not filed with this Form 10-Q. ConAgra Foods will furnish a copy of any such long-term debt agreement to the Securities and Exchange Commission upon request.
|
1.
|
Each employee who applies for and is accepted for participation in the 2015 Voluntary Retirement Program shall be a “VRP Participant.” Provided that such VRP Participant executes and does not revoke the release of claims required by the 2015 Voluntary Retirement Program and otherwise meets the terms and conditions of such Program, the outstanding Equity Awards held by such VRP Participant as of his or her Separation from Service with the Company shall be subject to the following: (a) the VRP Participant’s attained age and years of service shall each be increased by three additional years solely for purposes of applying the Early Retirement, Normal Retirement and Retirement provisions thereon, (b) any requirement under an Equity Award that a VRP Participant hold such Award for twelve (12) months following the Date of the Grant shall be waived for purposes of determining vesting under the Early Retirement and Normal Retirement provisions thereon, and (c) all vesting of Equity Awards for the VRP Participant under the Early Retirement provisions of the Stock Plans shall be determined on a pro rata basis 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 the Grant and ending on the Vesting Date.
|
2.
|
Each employee who becomes entitled to and receives supplemental unemployment benefits under the ConAgra Foods, Inc. Supplemental Unemployment Benefits Plan in connection with the 2015 SG&A Reduction Program shall be a “Severance Participant.” Provided that such Severance Participant executes and does not revoke the release of claims required by the 2015 SG&A Reduction Program and otherwise meets the terms and conditions of such Program, the outstanding Equity Awards held by the Severance Participant under the Stock Plans as of his or her Separation from Service with Company shall be subject to the following: (a) any requirement under an Equity
|
3.
|
This amendment shall not apply to any VRP Participant or Severance Participant who is an executive officer of the Company or an individual at the Vice President level or above who reports directly, on a full-time basis, to the Chief Executive Officer.
|
|
Twenty-six weeks ended
|
||
November 29, 2015
|
|||
Earnings:
|
|
||
Income from continuing operations before income taxes and equity method investment earnings
|
$
|
438.8
|
|
Add (deduct):
|
|
||
Fixed charges
|
198.4
|
|
|
Distributed income of equity method investees
|
8.2
|
|
|
Capitalized interest
|
(3.6
|
)
|
|
Earnings available for fixed charges (a)
|
$
|
641.8
|
|
|
|
||
Fixed charges:
|
|
||
Interest expense
|
$
|
160.2
|
|
Capitalized interest
|
3.6
|
|
|
One third of rental expense
(1)
|
34.6
|
|
|
Total fixed charges (b)
|
$
|
198.4
|
|
|
|
||
Ratio of earnings to fixed charges (a/b)
|
3.2
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
November 29, 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: January 6, 2016
|
|
|
|
/s/ SEAN M. CONNOLLY
|
|
Sean M. Connolly
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
November 29, 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: January 6, 2016
|
|
|
|
/s/ JOHN F. GEHRING
|
|
John F. Gehring
|
|
Executive Vice President and Chief Financial Officer
|
|
January 6, 2016
|
|
|
|
/s/ SEAN M. CONNOLLY
|
|
Sean M. Connolly
|
|
Chief Executive Officer
|
|
January 6, 2016
|
|
|
|
/s/ JOHN F. GEHRING
|
|
John F. Gehring
|
|
Executive Vice President and Chief Financial Officer
|
|