|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-0248710
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
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222 W. Merchandise Mart Plaza, Suite 1300
Chicago, Illinois
|
|
60654
|
(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer
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x
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|
Accelerated filer
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¨
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|
|
|
|
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
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Item 1
|
||
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||
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||
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Item 2
|
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Item 3
|
||
Item 4
|
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Item 1
|
||
Item 1A
|
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Item 2
|
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Item 6
|
||
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Exhibit 101.1
|
|
|
Thirteen weeks ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
||||
Net sales
|
$
|
2,667.5
|
|
|
$
|
2,794.9
|
|
Costs and expenses:
|
|
|
|
||||
Cost of goods sold
|
1,943.4
|
|
|
2,093.8
|
|
||
Selling, general and administrative expenses
|
281.5
|
|
|
405.4
|
|
||
Interest expense, net
|
59.0
|
|
|
80.3
|
|
||
Income from continuing operations before income taxes and equity method investment earnings
|
383.6
|
|
|
215.4
|
|
||
Income tax expense
|
218.7
|
|
|
85.0
|
|
||
Equity method investment earnings
|
23.6
|
|
|
37.0
|
|
||
Income from continuing operations
|
188.5
|
|
|
167.4
|
|
||
Income (loss) from discontinued operations, net of tax
|
1.5
|
|
|
(1,319.8
|
)
|
||
Net income (loss)
|
$
|
190.0
|
|
|
$
|
(1,152.4
|
)
|
Less: Net income attributable to noncontrolling interests
|
3.8
|
|
|
1.7
|
|
||
Net income (loss) attributable to ConAgra Foods, Inc.
|
$
|
186.2
|
|
|
$
|
(1,154.1
|
)
|
Earnings (loss) per share — basic
|
|
|
|
||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.42
|
|
|
$
|
0.38
|
|
Loss from discontinued operations attributable to ConAgra Foods, Inc. common stockholders
|
—
|
|
|
(3.06
|
)
|
||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.42
|
|
|
$
|
(2.68
|
)
|
Earnings (loss) per share — diluted
|
|
|
|
||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.42
|
|
|
$
|
0.38
|
|
Loss from discontinued operations attributable to ConAgra Foods, Inc. common stockholders
|
—
|
|
|
(3.03
|
)
|
||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
0.42
|
|
|
$
|
(2.65
|
)
|
Cash dividends declared per common share
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
Thirteen weeks ended
|
||||||||||||||||||
|
August 28, 2016
|
|
August 30, 2015
|
||||||||||||||||
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
||||||||||||
Net income (loss)
|
$
|
408.0
|
|
$
|
(218.0
|
)
|
$
|
190.0
|
|
|
$
|
(1,539.5
|
)
|
$
|
387.1
|
|
$
|
(1,152.4
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||||||
Unrealized derivative adjustments
|
(8.0
|
)
|
3.1
|
|
(4.9
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Unrealized gains (losses) on available-for-sale securities
|
0.2
|
|
(0.1
|
)
|
0.1
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Unrealized currency translation (losses) gains
|
(11.9
|
)
|
0.2
|
|
(11.7
|
)
|
|
(37.6
|
)
|
—
|
|
(37.6
|
)
|
||||||
Pension and post-employment benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized pension and post-employment benefit obligations
|
(2.1
|
)
|
0.1
|
|
(2.0
|
)
|
|
6.6
|
|
(1.6
|
)
|
5.0
|
|
||||||
Reclassification for pension and post-employment benefit obligations included in net income
|
(0.9
|
)
|
0.3
|
|
(0.6
|
)
|
|
(1.3
|
)
|
0.5
|
|
(0.8
|
)
|
||||||
Comprehensive income (loss)
|
385.3
|
|
(214.4
|
)
|
170.9
|
|
|
(1,571.8
|
)
|
386.0
|
|
(1,185.8
|
)
|
||||||
Comprehensive income (loss) attributable to noncontrolling interests
|
3.8
|
|
(0.1
|
)
|
3.7
|
|
|
(1.1
|
)
|
(0.3
|
)
|
(1.4
|
)
|
||||||
Comprehensive income (loss) attributable to ConAgra Foods, Inc.
|
$
|
381.5
|
|
$
|
(214.3
|
)
|
$
|
167.2
|
|
|
$
|
(1,570.7
|
)
|
$
|
386.3
|
|
$
|
(1,184.4
|
)
|
|
August 28,
2016 |
|
May 29,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
794.6
|
|
|
$
|
834.5
|
|
Receivables, less allowance for doubtful accounts of $4.8 and $3.7
|
847.0
|
|
|
836.6
|
|
||
Inventories
|
1,637.9
|
|
|
1,582.1
|
|
||
Prepaid expenses and other current assets
|
127.6
|
|
|
206.5
|
|
||
Current assets held for sale
|
—
|
|
|
117.0
|
|
||
Total current assets
|
3,407.1
|
|
|
3,576.7
|
|
||
Property, plant and equipment
|
6,291.6
|
|
|
6,209.2
|
|
||
Less accumulated depreciation
|
(3,554.8
|
)
|
|
(3,498.9
|
)
|
||
Property, plant and equipment, net
|
2,736.8
|
|
|
2,710.3
|
|
||
Goodwill
|
4,390.6
|
|
|
4,530.1
|
|
||
Brands, trademarks and other intangibles, net
|
1,243.5
|
|
|
1,276.8
|
|
||
Other assets
|
1,052.1
|
|
|
1,067.2
|
|
||
Noncurrent assets held for sale
|
5.8
|
|
|
229.5
|
|
||
|
$
|
12,835.9
|
|
|
$
|
13,390.6
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
35.1
|
|
|
$
|
38.8
|
|
Current installments of long-term debt
|
487.6
|
|
|
571.4
|
|
||
Accounts payable
|
992.9
|
|
|
945.4
|
|
||
Accrued payroll
|
124.9
|
|
|
271.1
|
|
||
Other accrued liabilities
|
724.3
|
|
|
651.0
|
|
||
Current liabilities held for sale
|
—
|
|
|
54.7
|
|
||
Total current liabilities
|
2,364.8
|
|
|
2,532.4
|
|
||
Senior long-term debt, excluding current installments
|
4,255.5
|
|
|
4,721.9
|
|
||
Subordinated debt
|
195.9
|
|
|
195.9
|
|
||
Other noncurrent liabilities
|
2,220.1
|
|
|
2,144.1
|
|
||
Noncurrent liabilities held for sale
|
—
|
|
|
1.5
|
|
||
Total liabilities
|
9,036.3
|
|
|
9,595.8
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
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
|
1,144.3
|
|
|
1,136.3
|
|
||
Retained earnings
|
3,290.7
|
|
|
3,218.3
|
|
||
Accumulated other comprehensive loss
|
(363.5
|
)
|
|
(344.5
|
)
|
||
Less treasury stock, at cost, 130,137,508 and 129,842,206 common shares
|
(3,192.9
|
)
|
|
(3,136.2
|
)
|
||
Total ConAgra Foods, Inc. common stockholders' equity
|
3,718.3
|
|
|
3,713.6
|
|
||
Noncontrolling interests
|
81.3
|
|
|
81.2
|
|
||
Total stockholders' equity
|
3,799.6
|
|
|
3,794.8
|
|
||
|
$
|
12,835.9
|
|
|
$
|
13,390.6
|
|
|
Thirteen weeks ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
190.0
|
|
|
$
|
(1,152.4
|
)
|
Income (loss) from discontinued operations
|
1.5
|
|
|
(1,319.8
|
)
|
||
Income from continuing operations
|
188.5
|
|
|
167.4
|
|
||
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
92.7
|
|
|
91.7
|
|
||
Asset impairment charges
|
164.1
|
|
|
0.6
|
|
||
Gain on divestitures
|
(198.2
|
)
|
|
—
|
|
||
Earnings of affiliates in excess of distributions
|
(9.1
|
)
|
|
(33.9
|
)
|
||
Share-based payments expense
|
8.6
|
|
|
9.2
|
|
||
Contributions to pension plans
|
(3.0
|
)
|
|
(2.7
|
)
|
||
Pension benefit
|
(6.5
|
)
|
|
—
|
|
||
Other items
|
9.0
|
|
|
(2.1
|
)
|
||
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable
|
(9.2
|
)
|
|
(63.9
|
)
|
||
Inventory
|
(58.7
|
)
|
|
(113.1
|
)
|
||
Deferred income taxes and income taxes payable, net
|
220.0
|
|
|
4.1
|
|
||
Prepaid expenses and other current assets
|
15.9
|
|
|
11.0
|
|
||
Accounts payable
|
72.1
|
|
|
51.8
|
|
||
Accrued payroll
|
(146.0
|
)
|
|
(55.3
|
)
|
||
Other accrued liabilities
|
(3.3
|
)
|
|
(0.9
|
)
|
||
Net cash flows from operating activities — continuing operations
|
336.9
|
|
|
63.9
|
|
||
Net cash flows from operating activities — discontinued operations
|
(11.0
|
)
|
|
29.2
|
|
||
Net cash flows from operating activities
|
325.9
|
|
|
93.1
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(117.4
|
)
|
|
(101.6
|
)
|
||
Sale of property, plant and equipment
|
3.0
|
|
|
12.9
|
|
||
Proceeds from divestitures
|
486.3
|
|
|
—
|
|
||
Purchase of intangible assets
|
—
|
|
|
(10.4
|
)
|
||
Net cash flows from investing activities — continuing operations
|
371.9
|
|
|
(99.1
|
)
|
||
Net cash flows from investing activities — discontinued operations
|
—
|
|
|
(26.4
|
)
|
||
Net cash flows from investing activities
|
371.9
|
|
|
(125.5
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net short-term borrowings
|
(3.7
|
)
|
|
5.2
|
|
||
Repayment of long-term debt
|
(554.2
|
)
|
|
(2.5
|
)
|
||
Payment of intangible asset financing arrangement
|
(14.9
|
)
|
|
—
|
|
||
Repurchase of ConAgra Foods, Inc. common shares
|
(85.6
|
)
|
|
—
|
|
||
Cash dividends paid
|
(109.5
|
)
|
|
(107.1
|
)
|
||
Exercise of stock options and issuance of other stock awards
|
32.6
|
|
|
93.6
|
|
||
Other items
|
(2.4
|
)
|
|
(1.4
|
)
|
||
Net cash flows from financing activities — continuing operations
|
(737.7
|
)
|
|
(12.2
|
)
|
||
Net cash flows from financing activities — discontinued operations
|
—
|
|
|
—
|
|
||
Net cash flows from financing activities
|
(737.7
|
)
|
|
(12.2
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(1.6
|
)
|
||
Net change in cash and cash equivalents
|
(39.9
|
)
|
|
(46.2
|
)
|
||
Discontinued operations cash activity included above:
|
|
|
|
||||
Add: Cash balance included in assets held for sale at beginning of period
|
—
|
|
|
18.4
|
|
||
Less: Cash balance included in assets held for sale at end of period
|
—
|
|
|
22.6
|
|
||
Cash and cash equivalents at beginning of period
|
834.5
|
|
|
164.7
|
|
||
Cash and cash equivalents at end of period
|
$
|
794.6
|
|
|
$
|
114.3
|
|
|
|
Thirteen Weeks Ended
|
|
Affected Line Item in the Condensed Consolidated Statement of Operations
|
||||||
|
|
August 28, 2016
|
|
August 30, 2015
|
|
|
||||
Amortization of pension and postretirement liabilities:
|
|
|
|
|
|
|
||||
Net prior service benefit
|
|
$
|
(0.9
|
)
|
|
$
|
(1.3
|
)
|
|
Selling, general and administrative expenses
|
|
|
(0.9
|
)
|
|
(1.3
|
)
|
|
Total before tax
|
||
|
|
0.3
|
|
|
0.5
|
|
|
Income tax expense
|
||
|
|
$
|
(0.6
|
)
|
|
$
|
(0.8
|
)
|
|
Net of tax
|
|
Thirteen weeks ended
|
||||||
|
August 28, 2016
|
|
August 30, 2015
|
||||
Net sales
|
$
|
—
|
|
|
$
|
891.8
|
|
Gain on sale of businesses
|
$
|
1.5
|
|
|
$
|
—
|
|
Goodwill and long-lived asset impairment charges
|
—
|
|
|
(1,812.3
|
)
|
||
Income (loss) from operations of discontinued operations before income taxes and equity method investment earnings
|
(0.7
|
)
|
|
20.4
|
|
||
Income (loss) before income taxes
|
0.8
|
|
|
(1,791.9
|
)
|
||
Income tax benefit
|
(0.7
|
)
|
|
(472.1
|
)
|
||
Income (loss) from discontinued operations, net of tax
|
$
|
1.5
|
|
|
$
|
(1,319.8
|
)
|
|
May 29, 2016
|
||
Spicetec:
|
|
||
Current assets
|
$
|
43.3
|
|
Noncurrent assets (including goodwill of $104.7 million)
|
148.3
|
|
|
Current liabilities
|
10.3
|
|
|
Noncurrent liabilities
|
1.2
|
|
|
Swank:
|
|
||
Current assets
|
$
|
73.7
|
|
Noncurrent assets (including goodwill of $53.8 million)
|
74.3
|
|
|
Current liabilities
|
44.3
|
|
|
Noncurrent liabilities
|
0.4
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Commercial
|
|
Corporate
|
|
Total
|
||||||||||||||
Multi-employer pension costs
|
$
|
29.8
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31.3
|
|
Accelerated depreciation
|
31.6
|
|
|
19.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
51.8
|
|
|||||||
Other cost of goods sold
|
5.6
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|||||||
Total cost of goods sold
|
67.0
|
|
|
23.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
91.3
|
|
|||||||
Severance and related costs, net
|
21.9
|
|
|
12.1
|
|
|
4.2
|
|
|
6.1
|
|
|
2.1
|
|
|
97.7
|
|
|
144.1
|
|
|||||||
Fixed asset impairment (Net of gains on disposal)
|
7.3
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
14.3
|
|
|||||||
Accelerated depreciation
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.6
|
|
|||||||
Contract/Lease cancellation expenses (recoveries)
|
0.8
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.8
|
|
|
63.1
|
|
|||||||
Consulting/Professional fees
|
0.6
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
57.5
|
|
|
58.6
|
|
|||||||
Other selling, general and administrative expenses
|
11.8
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42.8
|
|
|
58.4
|
|
|||||||
Total selling, general and administrative expenses
|
42.4
|
|
|
23.1
|
|
|
4.3
|
|
|
6.1
|
|
|
2.1
|
|
|
262.1
|
|
|
340.1
|
|
|||||||
Consolidated total
|
$
|
109.4
|
|
|
$
|
46.2
|
|
|
$
|
4.3
|
|
|
$
|
6.1
|
|
|
$
|
2.1
|
|
|
$
|
263.3
|
|
|
$
|
431.4
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Commercial
|
|
Corporate
|
|
Total
|
||||||||||||||
Accelerated depreciation
|
$
|
1.8
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Other cost of goods sold
|
2.0
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||||||
Total cost of goods sold
|
3.8
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|||||||
Severance and related costs, net
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|||||||
Fixed asset impairment (Net of gains on disposal)
|
0.6
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|||||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||||
Contract/Lease cancellation expenses (recoveries)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|||||||
Consulting/Professional fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||||
Other selling, general and administrative expenses
|
0.7
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
5.1
|
|
|||||||
Total selling, general and administrative expenses
|
1.1
|
|
|
3.6
|
|
|
0.2
|
|
|
1.8
|
|
|
—
|
|
|
2.2
|
|
|
8.9
|
|
|||||||
Consolidated total
|
$
|
4.9
|
|
|
$
|
5.0
|
|
|
$
|
0.2
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
14.1
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Commercial
|
|
Corporate
|
|
Total
|
||||||||||||||
Multi-employer pension costs
|
$
|
29.8
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31.3
|
|
Accelerated depreciation
|
23.2
|
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
43.0
|
|
|||||||
Other cost of goods sold
|
3.9
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||||
Total cost of goods sold
|
56.9
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
80.3
|
|
|||||||
Severance and related costs, net
|
20.4
|
|
|
10.5
|
|
|
4.2
|
|
|
6.1
|
|
|
2.1
|
|
|
96.4
|
|
|
139.7
|
|
|||||||
Fixed asset impairment (Net of gains on disposal)
|
7.8
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
14.8
|
|
|||||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
|||||||
Contract/Lease cancellation expenses
|
0.8
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.2
|
|
|
61.5
|
|
|||||||
Consulting/Professional fees
|
0.6
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
50.9
|
|
|
52.0
|
|
|||||||
Other selling, general and administrative expenses
|
6.1
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.4
|
|
|
25.1
|
|
|||||||
Total selling, general and administrative expenses
|
35.7
|
|
|
20.2
|
|
|
4.3
|
|
|
6.1
|
|
|
2.1
|
|
|
226.2
|
|
|
294.6
|
|
|||||||
Consolidated total
|
$
|
92.6
|
|
|
$
|
42.4
|
|
|
$
|
4.3
|
|
|
$
|
6.1
|
|
|
$
|
2.1
|
|
|
$
|
227.4
|
|
|
$
|
374.9
|
|
|
Balance at May 29,
2016 |
|
Costs Incurred
and Charged
to Expense
|
|
Costs Paid
or Otherwise Settled
|
|
Changes in Estimates
|
|
Balance at August 28,
2016 |
||||||||||
Multi-employer pension costs
|
$
|
40.7
|
|
|
$
|
—
|
|
|
$
|
(10.9
|
)
|
|
$
|
—
|
|
|
$
|
29.8
|
|
Severance
|
47.2
|
|
|
3.6
|
|
|
(18.3
|
)
|
|
(1.8
|
)
|
|
30.7
|
|
|||||
Consulting
|
4.7
|
|
|
0.1
|
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Contract termination
|
6.3
|
|
|
—
|
|
|
(0.4
|
)
|
|
(1.5
|
)
|
|
4.4
|
|
|||||
Other costs
|
0.5
|
|
|
5.2
|
|
|
(3.7
|
)
|
|
—
|
|
|
2.0
|
|
|||||
Total
|
$
|
99.4
|
|
|
$
|
8.9
|
|
|
$
|
(38.1
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
66.9
|
|
|
Thirteen weeks ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
||||
Long-term debt
|
$
|
61.5
|
|
|
$
|
82.3
|
|
Short-term debt
|
0.5
|
|
|
0.2
|
|
||
Interest income
|
(0.8
|
)
|
|
(0.2
|
)
|
||
Interest capitalized
|
(2.2
|
)
|
|
(2.0
|
)
|
||
|
$
|
59.0
|
|
|
$
|
80.3
|
|
|
August 28,
2016 |
|
May 29,
2016 |
||||
Cash and cash equivalents
|
$
|
9.1
|
|
|
$
|
4.3
|
|
Receivables, less allowance for doubtful accounts
|
0.1
|
|
|
0.1
|
|
||
Inventories
|
1.4
|
|
|
1.2
|
|
||
Prepaid expenses and other current assets
|
0.3
|
|
|
0.4
|
|
||
Property, plant and equipment, net
|
51.4
|
|
|
52.2
|
|
||
Goodwill
|
18.8
|
|
|
18.8
|
|
||
Brands, trademarks and other intangibles, net
|
5.0
|
|
|
5.2
|
|
||
Total assets
|
$
|
86.1
|
|
|
$
|
82.2
|
|
Notes payable
|
$
|
1.0
|
|
|
$
|
1.0
|
|
Current installments of long-term debt
|
1.2
|
|
|
0.5
|
|
||
Accounts payable
|
13.5
|
|
|
10.9
|
|
||
Accrued payroll
|
0.6
|
|
|
0.8
|
|
||
Other accrued liabilities
|
1.3
|
|
|
0.9
|
|
||
Senior long-term debt, excluding current installments
|
28.8
|
|
|
29.5
|
|
||
Other noncurrent liabilities (noncontrolling interest)
|
33.2
|
|
|
32.2
|
|
||
Total liabilities
|
$
|
79.6
|
|
|
$
|
75.8
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Commercial
|
|
Total
|
||||||||||||
Balance as of May 29, 2016
|
$
|
2,337.4
|
|
|
$
|
1,028.9
|
|
|
$
|
448.5
|
|
|
$
|
581.3
|
|
|
$
|
134.0
|
|
|
$
|
4,530.1
|
|
Impairment
|
—
|
|
|
—
|
|
|
(139.2
|
)
|
|
—
|
|
|
—
|
|
|
(139.2
|
)
|
||||||
Currency translation
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Balance as of August 28, 2016
|
$
|
2,337.4
|
|
|
$
|
1,029.0
|
|
|
$
|
309.2
|
|
|
$
|
581.3
|
|
|
$
|
133.7
|
|
|
$
|
4,390.6
|
|
|
August 28, 2016
|
|
May 29, 2016
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Non-amortizing intangible assets
|
$
|
834.1
|
|
|
$
|
—
|
|
|
$
|
857.9
|
|
|
$
|
—
|
|
Amortizing intangible assets
|
584.8
|
|
|
175.4
|
|
|
584.0
|
|
|
165.1
|
|
||||
|
$
|
1,418.9
|
|
|
$
|
175.4
|
|
|
$
|
1,441.9
|
|
|
$
|
165.1
|
|
|
August 28,
2016 |
|
May 29,
2016 |
||||
Prepaid expenses and other current assets
|
$
|
23.1
|
|
|
$
|
26.1
|
|
Other accrued liabilities
|
0.4
|
|
|
0.7
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
6.5
|
|
|
Other accrued liabilities
|
|
$
|
3.8
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
19.9
|
|
|
Other accrued liabilities
|
|
—
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
0.1
|
|
|
Other accrued liabilities
|
|
0.3
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
26.5
|
|
|
|
|
$
|
4.1
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
6.5
|
|
|
Other accrued liabilities
|
|
$
|
2.3
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
21.4
|
|
|
Other accrued liabilities
|
|
0.2
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Other accrued liabilities
|
|
0.3
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
27.9
|
|
|
|
|
$
|
2.8
|
|
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
|
||||||
August 28, 2016
|
|
August 30, 2015
|
||||||||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
0.1
|
|
|
$
|
(9.3
|
)
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
0.1
|
|
|
—
|
|
||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
(1.2
|
)
|
|
0.1
|
|
||
Total loss from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
(1.0
|
)
|
|
$
|
(9.2
|
)
|
Expected volatility (%)
|
19.17
|
Dividend yield (%)
|
2.33
|
Risk-free interest rate (%)
|
1.02
|
Expected life of stock option (years)
|
4.94
|
|
Thirteen weeks ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
||||
Net income (loss) available to ConAgra Foods, Inc. common stockholders:
|
|
|
|
||||
Income from continuing operations attributable to ConAgra Foods, Inc. common stockholders
|
$
|
184.7
|
|
|
$
|
165.7
|
|
Income (loss) from discontinued operations, net of tax, attributable to ConAgra Foods, Inc. common stockholders
|
1.5
|
|
|
(1,319.8
|
)
|
||
Net income (loss) attributable to ConAgra Foods, Inc. common stockholders
|
$
|
186.2
|
|
|
$
|
(1,154.1
|
)
|
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated
|
0.5
|
|
|
0.4
|
|
||
Net income (loss) available to ConAgra Foods, Inc. common stockholders
|
$
|
185.7
|
|
|
$
|
(1,154.5
|
)
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic weighted average shares outstanding
|
439.0
|
|
|
430.7
|
|
||
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities
|
3.7
|
|
|
5.0
|
|
||
Diluted weighted average shares outstanding
|
442.7
|
|
|
435.7
|
|
|
August 28,
2016 |
|
May 29,
2016 |
||||
Raw materials and packaging
|
$
|
248.5
|
|
|
$
|
300.5
|
|
Work in process
|
113.0
|
|
|
119.4
|
|
||
Finished goods
|
1,197.6
|
|
|
1,082.9
|
|
||
Supplies and other
|
78.8
|
|
|
79.3
|
|
||
Total
|
$
|
1,637.9
|
|
|
$
|
1,582.1
|
|
•
|
additional tax expense associated with non-deductible goodwill sold in connection with the dispositions of the Spicetec and JM Swank businesses,
|
•
|
additional tax expense associated with non-deductible goodwill for which an impairment charge was recognized,
|
•
|
an income tax benefit for excess tax benefits allowed upon the vesting/exercise of employee stock compensation awards by our employees, beyond that which is attributable to the original fair value of the awards upon the date of grant (see Note 1 for further discussion on adoption of ASU 2016-09), and
|
•
|
an income tax benefit associated with a tax planning strategy that allowed us to utilize certain state tax attributes.
|
|
Pension Benefits
|
||||||
|
Thirteen weeks ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
||||
Service cost
|
$
|
16.7
|
|
|
$
|
23.8
|
|
Interest cost
|
30.0
|
|
|
41.0
|
|
||
Expected return on plan assets
|
(53.8
|
)
|
|
(66.9
|
)
|
||
Amortization of prior service cost
|
0.6
|
|
|
0.7
|
|
||
Benefit cost — Company plans
|
(6.5
|
)
|
|
(1.4
|
)
|
||
Pension benefit cost — multi-employer plans
|
2.3
|
|
|
2.3
|
|
||
Total benefit cost (benefit)
|
$
|
(4.2
|
)
|
|
$
|
0.9
|
|
|
Postretirement Benefits
|
||||||
|
Thirteen weeks ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
||||
Service cost
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
|
1.1
|
|
|
2.0
|
|
||
Amortization of prior service benefit
|
(1.7
|
)
|
|
(2.0
|
)
|
||
Recognized net actuarial loss
|
0.1
|
|
|
—
|
|
||
Total cost (benefit)
|
$
|
(0.5
|
)
|
|
$
|
0.1
|
|
|
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 29, 2016
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,136.3
|
|
|
$
|
3,218.3
|
|
|
$
|
(344.5
|
)
|
|
$
|
(3,136.2
|
)
|
|
$
|
81.2
|
|
|
$
|
3,794.8
|
|
Stock option and incentive plans
|
|
|
|
|
8.5
|
|
|
(0.1
|
)
|
|
|
|
37.2
|
|
|
|
|
45.6
|
|
|||||||||||
Adoption of ASU 2016-09
|
|
|
|
|
|
|
(3.9
|
)
|
|
|
|
|
|
|
|
(3.9
|
)
|
|||||||||||||
Currency translation adjustment, net
|
|
|
|
|
|
|
|
|
(11.6
|
)
|
|
|
|
(0.1
|
)
|
|
(11.7
|
)
|
||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
(93.9
|
)
|
|
|
|
(93.9
|
)
|
|||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
0.1
|
|
|||||||||||||
Derivative adjustment, net
|
|
|
|
|
|
|
|
|
(4.9
|
)
|
|
|
|
|
|
(4.9
|
)
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
0.2
|
|
|
(0.3
|
)
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
(2.6
|
)
|
|
|
|
|
|
(2.6
|
)
|
|||||||||||||
Dividends declared on common stock; $0.25 per share
|
|
|
|
|
|
|
(109.8
|
)
|
|
|
|
|
|
|
|
(109.8
|
)
|
|||||||||||||
Net income attributable to ConAgra Foods, Inc.
|
|
|
|
|
|
|
186.2
|
|
|
|
|
|
|
|
|
186.2
|
|
|||||||||||||
Balance at August 28, 2016
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,144.3
|
|
|
$
|
3,290.7
|
|
|
$
|
(363.5
|
)
|
|
$
|
(3,192.9
|
)
|
|
$
|
81.3
|
|
|
$
|
3,799.6
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
3.0
|
|
|
$
|
20.1
|
|
|
$
|
—
|
|
|
$
|
23.1
|
|
Available-for-sale securities
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
||||
Deferred compensation assets
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Total assets
|
$
|
6.9
|
|
|
$
|
20.1
|
|
|
$
|
—
|
|
|
$
|
27.0
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Deferred compensation liabilities
|
54.2
|
|
|
—
|
|
|
—
|
|
|
54.2
|
|
||||
Total liabilities
|
$
|
54.2
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
54.6
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
4.7
|
|
|
$
|
21.4
|
|
|
$
|
—
|
|
|
$
|
26.1
|
|
Available-for-sale securities
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||
Deferred compensation assets
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Total assets
|
$
|
8.4
|
|
|
$
|
21.4
|
|
|
$
|
—
|
|
|
$
|
29.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Deferred compensation liabilities
|
46.5
|
|
|
—
|
|
|
—
|
|
|
46.5
|
|
||||
Total liabilities
|
$
|
46.5
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
47.2
|
|
|
Thirteen weeks ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
||||
Net sales
|
|
|
|
||||
Grocery & Snacks
|
$
|
757.2
|
|
|
$
|
800.5
|
|
Refrigerated & Frozen
|
604.6
|
|
|
657.6
|
|
||
International
|
194.7
|
|
|
206.4
|
|
||
Foodservice
|
268.0
|
|
|
270.6
|
|
||
Commercial
|
843.0
|
|
|
859.8
|
|
||
Total net sales
|
$
|
2,667.5
|
|
|
$
|
2,794.9
|
|
Operating profit
|
|
|
|
||||
Grocery & Snacks
|
$
|
180.5
|
|
|
$
|
139.5
|
|
Refrigerated & Frozen
|
92.2
|
|
|
81.1
|
|
||
International
|
(149.2
|
)
|
|
16.5
|
|
||
Foodservice
|
21.7
|
|
|
26.1
|
|
||
Commercial
|
346.4
|
|
|
111.8
|
|
||
Total operating profit
|
$
|
491.6
|
|
|
$
|
375.0
|
|
Equity method investment earnings
|
23.6
|
|
|
37.0
|
|
||
General corporate expense
|
49.0
|
|
|
79.3
|
|
||
Interest expense, net
|
59.0
|
|
|
80.3
|
|
||
Income tax expense
|
218.7
|
|
|
85.0
|
|
||
Income from continuing operations
|
$
|
188.5
|
|
|
$
|
167.4
|
|
Less: Net income attributable to noncontrolling interests
|
3.8
|
|
|
1.7
|
|
||
Income from continuing operations attributable to ConAgra Foods, Inc.
|
$
|
184.7
|
|
|
$
|
165.7
|
|
|
Thirteen weeks ended
|
||||||
|
August 28,
2016 |
|
August 30,
2015 |
||||
Net derivative gains (losses) incurred
|
$
|
0.2
|
|
|
$
|
(9.3
|
)
|
Less: Net derivative losses allocated to reporting segments
|
(0.8
|
)
|
|
(7.1
|
)
|
||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
1.0
|
|
|
$
|
(2.2
|
)
|
Net derivative losses allocated to Grocery & Snacks
|
$
|
(0.5
|
)
|
|
$
|
(4.2
|
)
|
Net derivative losses allocated to Refrigerated & Frozen
|
(0.2
|
)
|
|
(1.6
|
)
|
||
Net derivative gains allocated to International Foods
|
0.1
|
|
|
—
|
|
||
Net derivative losses allocated to Foodservice
|
(0.3
|
)
|
|
(0.6
|
)
|
||
Net derivative gains (losses) allocated to Commercial
|
0.1
|
|
|
(0.7
|
)
|
||
Net derivative losses included in segment operating profit
|
$
|
(0.8
|
)
|
|
$
|
(7.1
|
)
|
•
|
gains realized on the sales of the Spicetec and JM Swank businesses, totaling $198.2 million ($75.3 million after-tax),
|
•
|
charges totaling $163.6 million ($149.5 million after-tax) related to the impairment of goodwill and other intangible assets,
|
•
|
charges totaling $14.1 million ($9.1 million after-tax) in connection with our Supply Chain and Administrative Efficiency Plan (the "SCAE Plan"),
|
•
|
charges of $9.7 million ($9.5 million after-tax) related to the spinoff of Lamb Weston, and
|
•
|
an income tax benefit of $7.5 million associated with a tax planning strategy that allowed us to utilize certain state tax attributes.
|
|
Thirteen weeks ended
|
||||||
($ in millions)
|
August 28,
2016 |
|
August 30,
2015 |
||||
Net derivative gains (losses) incurred
|
$
|
0.2
|
|
|
$
|
(9.3
|
)
|
Less: Net derivative losses allocated to reporting segments
|
(0.8
|
)
|
|
(7.1
|
)
|
||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
1.0
|
|
|
$
|
(2.2
|
)
|
Net derivative losses allocated to Grocery & Snacks
|
$
|
(0.5
|
)
|
|
$
|
(4.2
|
)
|
Net derivative losses allocated to Refrigerated & Frozen
|
(0.2
|
)
|
|
(1.6
|
)
|
||
Net derivative gains allocated to International Foods
|
0.1
|
|
|
—
|
|
||
Net derivative losses allocated to Foodservice
|
(0.3
|
)
|
|
(0.6
|
)
|
||
Net derivative gains (losses) allocated to Commercial
|
0.1
|
|
|
(0.7
|
)
|
||
Net derivative losses included in segment operating profit
|
$
|
(0.8
|
)
|
|
$
|
(7.1
|
)
|
|
Net Sales
|
|||||||||
($ in millions)
|
Thirteen weeks ended
|
|||||||||
Reporting Segment
|
August 28,
2016 |
|
August 30,
2015 |
|
% Inc
(Dec)
|
|||||
Grocery & Snacks
|
$
|
757.2
|
|
|
$
|
800.5
|
|
|
(5
|
)%
|
Refrigerated & Frozen
|
604.6
|
|
|
657.6
|
|
|
(8
|
)%
|
||
International
|
194.7
|
|
|
206.4
|
|
|
(6
|
)%
|
||
Foodservice
|
268.0
|
|
|
270.6
|
|
|
(1
|
)%
|
||
Commercial
|
843.0
|
|
|
859.8
|
|
|
(2
|
)%
|
||
Total
|
$
|
2,667.5
|
|
|
$
|
2,794.9
|
|
|
(5
|
)%
|
|
Operating Profit
|
|||||||||
($ in millions)
|
Thirteen weeks ended
|
|||||||||
Reporting Segment
|
August 28,
2016 |
|
August 30,
2015 |
|
% Inc
(Dec)
|
|||||
Grocery & Snacks
|
$
|
180.5
|
|
|
$
|
139.5
|
|
|
29
|
%
|
Refrigerated & Frozen
|
92.2
|
|
|
81.1
|
|
|
14
|
%
|
||
International
|
(149.2
|
)
|
|
16.5
|
|
|
N/A
|
|
||
Foodservice
|
21.7
|
|
|
26.1
|
|
|
(17
|
)%
|
||
Commercial
|
346.4
|
|
|
111.8
|
|
|
210
|
%
|
•
|
additional tax expense associated with non-deductible goodwill sold in connection with the dispositions of the Spicetec and JM Swank businesses,
|
•
|
additional tax expense associated with non-deductible goodwill for which an impairment charge was recognized,
|
•
|
an income tax benefit for excess tax benefits allowed upon the vesting/exercise of employee stock compensation awards by our employees, beyond that which is attributable to the original fair value of the awards upon the date of grant, and
|
•
|
an income tax benefit associated with a tax planning strategy that allowed us to utilize certain state tax attributes.
|
|
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
|
$
|
4,778.0
|
|
|
$
|
486.4
|
|
|
$
|
1,563.4
|
|
|
$
|
397.1
|
|
|
$
|
2,331.1
|
|
Capital lease obligations
|
146.3
|
|
|
10.8
|
|
|
19.8
|
|
|
17.4
|
|
|
98.3
|
|
|||||
Operating lease obligations
|
308.3
|
|
|
57.7
|
|
|
90.1
|
|
|
44.5
|
|
|
116.0
|
|
|||||
Purchase obligations
1
and other contracts
|
1,607.3
|
|
|
1,154.9
|
|
|
125.8
|
|
|
74.7
|
|
|
251.9
|
|
|||||
Notes payable
|
35.1
|
|
|
35.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
6,875.0
|
|
|
$
|
1,744.9
|
|
|
$
|
1,799.1
|
|
|
$
|
533.7
|
|
|
$
|
2,797.3
|
|
|
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
|
$
|
101.0
|
|
|
$
|
73.1
|
|
|
$
|
8.3
|
|
|
$
|
9.2
|
|
|
$
|
10.4
|
|
Standby repurchase obligations
|
2.0
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||||
Other commitments
|
1.7
|
|
|
1.6
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
104.7
|
|
|
$
|
75.2
|
|
|
$
|
8.9
|
|
|
$
|
9.7
|
|
|
$
|
10.9
|
|
|
Fair Value Impact
|
||||||
In Millions
|
Average
During Thirteen Weeks
Ended August 28, 2016
|
|
Average
During Thirteen Weeks
Ended August 30, 2015
|
||||
Energy commodities
|
$
|
0.4
|
|
|
$
|
1.1
|
|
Agriculture commodities
|
0.8
|
|
|
2.7
|
|
||
Foreign exchange
|
0.3
|
|
|
0.2
|
|
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)
|
||||||
May 30 through June 26, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
131,927,000
|
|
June 27 through July 24, 2016
|
410,800
|
|
|
47.37
|
|
|
410,800
|
|
|
112,468,000
|
|
||
July 25 through August 28, 2016
|
1,599,800
|
|
|
46.52
|
|
|
1,599,800
|
|
|
38,039,000
|
|
||
Total Fiscal 2017 First Quarter Activity
|
2,010,600
|
|
|
46.70
|
|
|
2,010,600
|
|
|
38,039,000
|
|
(1)
|
Pursuant to publicly announced share repurchase programs from December 2003, we have repurchased approximately 170.2 million shares at a cost of $4.3 billion through
August 28, 2016
. The current program has no expiration date.
|
|
CONAGRA FOODS, INC.
|
|
|
|
|
|
By:
|
/s/ DAVID S. MARBERGER
|
|
|
David S. Marberger
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
By:
|
/s/ ROBERT G. WISE
|
|
|
Robert G. Wise
|
|
|
Senior Vice President and Corporate Controller
|
/s/
David Marberger
|
|
July 13, 2016
|
Signature
|
|
Date
|
|
Thirteen Weeks Ended
|
||
August 28, 2016
|
|||
Earnings:
|
|
||
Income from continuing operations before income taxes and equity method investment earnings
|
$
|
383.6
|
|
Add (deduct):
|
|
||
Fixed charges
|
76.4
|
|
|
Distributed income of equity method investees
|
14.6
|
|
|
Capitalized interest
|
(2.2
|
)
|
|
Earnings available for fixed charges (a)
|
$
|
472.4
|
|
|
|
||
Fixed charges:
|
|
||
Interest expense
|
$
|
59.8
|
|
Capitalized interest
|
2.2
|
|
|
One third of rental expense
(1)
|
14.4
|
|
|
Total fixed charges (b)
|
$
|
76.4
|
|
|
|
||
Ratio of earnings to fixed charges (a/b)
|
6.2
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended
August 28, 2016
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: October 4, 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
August 28, 2016
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: October 4, 2016
|
|
|
|
/s/ DAVID S. MARBERGER
|
|
David S. Marberger
|
|
Executive Vice President and Chief Financial Officer
|
|
October 4, 2016
|
|
|
|
/s/ SEAN M. CONNOLLY
|
|
Sean M. Connolly
|
|
Chief Executive Officer
|
|
October 4, 2016
|
|
|
|
/s/ DAVID S. MARBERGER
|
|
David S. Marberger
|
|
Executive Vice President and Chief Financial Officer
|
|