þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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47-0248710
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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222 W. Merchandise Mart Plaza, Suite 1300
Chicago, Illinois
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60654
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $5.00 par value
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New York Stock Exchange
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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Item 16
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Name
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Title & Capacity
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Age
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|
Year First
Appointed an
Executive
Officer
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Sean M. Connolly
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President and Chief Executive Officer
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|
51
|
|
|
2015
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David S. Marberger
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Executive Vice President and Chief Financial Officer
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52
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|
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2016
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Colleen R. Batcheler
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|
Executive Vice President, General Counsel and Corporate Secretary
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|
43
|
|
|
2008
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David B. Biegger
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Executive Vice President, Chief Supply Chain Officer
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58
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|
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2015
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Charisse Brock
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Executive Vice President, Chief Human Resources Officer
|
|
55
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|
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2015
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Thomas M. McGough
|
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President, Operating Segments
|
|
52
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|
|
2013
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Darren C. Serrao
|
|
Executive Vice President, Chief Growth Officer
|
|
51
|
|
|
2015
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Robert G. Wise
|
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Senior Vice President, Corporate Controller
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|
49
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|
|
2012
|
•
|
consumers may shift purchases to more generic, lower-priced, or other value offerings, or may forego certain purchases altogether during economic downturns, which could result in a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings adversely affecting the results of our operations;
|
•
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decreased demand in the restaurant business, particularly casual and fine dining, which may adversely affect our Foodservice operations;
|
•
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volatility in commodity and other input costs could substantially impact our result of operations;
|
•
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volatility in the equity markets or interest rates could substantially impact our pension costs and required pension contributions; and
|
•
|
it may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us.
|
•
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make it more difficult for us to make payments on our debt;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporate purposes;
|
•
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increase our vulnerability to adverse economic or industry conditions;
|
•
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limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or
|
•
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place us at a competitive disadvantage compared to businesses in our industry that have less debt.
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Period
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Total Number
of Shares (or
units)
Purchased
|
|
Average
Price Paid
per Share
(or unit)
|
|
Total Number of
Shares
Purchased as Part of
Publicly Announced
Plans or Programs (1)
|
|
Approximate Dollar
Value of Maximum
Number of Shares that
may yet be Purchased
under the Program (1)
|
||||||
February 27 through March 26, 2017
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5,382,285
|
|
|
$
|
40.99
|
|
|
5,382,285
|
|
|
$
|
541,987,000
|
|
March 27 through April 23, 2017
|
3,956,899
|
|
|
$
|
40.44
|
|
|
3,956,899
|
|
|
$
|
381,967,000
|
|
April 24 through May 28, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,381,967,000
|
|
Total Fiscal 2017 Fourth Quarter Activity
|
9,339,184
|
|
|
$
|
40.76
|
|
|
9,339,184
|
|
|
$
|
1,381,967,000
|
|
(1)
|
Pursuant to publicly announced share repurchase programs from December 2003, we have repurchased approximately 193.2 million shares at a cost of $5.2 billion through
May 28, 2017
. On October 11, 2016, we announced that our Board of Directors approved an increase of $1.25 billion to the share repurchase program. On June 29, 2017, we announced that in the fourth quarter of fiscal 2017, our Board of Directors approved a further increase of $1.0 billion to the share repurchase program. The share repurchase program is effective and has no expiration date.
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For the Fiscal Years Ended May
|
|
2017
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|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Dollars in millions, except per share amounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
(1)
|
|
$
|
7,826.9
|
|
|
$
|
8,664.1
|
|
|
$
|
9,034.0
|
|
|
$
|
9,041.7
|
|
|
$
|
9,090.4
|
|
Income from continuing operations
(1)
|
|
$
|
546.0
|
|
|
$
|
128.5
|
|
|
$
|
451.3
|
|
|
$
|
325.4
|
|
|
$
|
325.5
|
|
Net income (loss) attributable to Conagra Brands, Inc.
(2)
|
|
$
|
639.3
|
|
|
$
|
(677.0
|
)
|
|
$
|
(252.6
|
)
|
|
$
|
303.1
|
|
|
$
|
773.9
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
(1)
|
|
$
|
1.26
|
|
|
$
|
0.29
|
|
|
$
|
1.05
|
|
|
$
|
0.77
|
|
|
$
|
0.78
|
|
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
(2)
|
|
$
|
1.48
|
|
|
$
|
(1.57
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
0.72
|
|
|
$
|
1.88
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
(1)
|
|
$
|
1.25
|
|
|
$
|
0.29
|
|
|
$
|
1.04
|
|
|
$
|
0.76
|
|
|
$
|
0.77
|
|
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
(2)
|
|
$
|
1.46
|
|
|
$
|
(1.56
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
0.70
|
|
|
$
|
1.85
|
|
Cash dividends declared per share of common stock
|
|
$
|
0.90
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
0.99
|
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At Year-End
|
|
|
|
|
|
|
|
|
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|
||||||||||
Total assets
|
|
$
|
10,096.3
|
|
|
$
|
13,390.6
|
|
|
$
|
17,437.8
|
|
|
$
|
19,241.5
|
|
|
$
|
20,171.9
|
|
Senior long-term debt (noncurrent)
(1)
|
|
$
|
2,573.3
|
|
|
$
|
4,685.5
|
|
|
$
|
6,676.0
|
|
|
$
|
8,507.0
|
|
|
$
|
8,622.5
|
|
Subordinated long-term debt (noncurrent)
|
|
$
|
195.9
|
|
|
$
|
195.9
|
|
|
$
|
195.9
|
|
|
$
|
195.9
|
|
|
$
|
195.9
|
|
(1)
|
Amounts exclude the impact of discontinued operations of the
Lightlife
®
operations, the Medallion Foods operations, the ConAgra Mills operations, the Private Brands operations, and the Lamb Weston operations.
|
(2)
|
Amounts include aggregate pre-tax goodwill and certain long-lived asset impairment charges in discontinued operations of $1.92 billion, $1.56 billion, and $596.2 million for fiscal 2016, 2015, and 2014, respectively.
|
•
|
charges totaling $304.2 million ($257.7 million after-tax) related to the impairment of goodwill and other intangible assets,
|
•
|
gains totaling $197.4 million ($68.4 million after-tax) from the sales of the Spicetec and JM Swank businesses,
|
•
|
charges totaling $93.3 million ($60.2 million after-tax) related to the early retirement of debt,
|
•
|
charges totaling $63.6 million ($41.4 million after-tax) in connection with the "SCAE Plan" (as defined below),
|
•
|
charges totaling $31.4 million ($19.6 million after-tax), including an impairment charge of
$27.6 million
related to the production assets of the business, for the planned divestiture of the
Wesson
®
oil business,
|
•
|
charges totaling $13.8 million ($8.5 million after-tax) related to a pension lump sum settlement,
|
•
|
a gain of $5.7 million ($3.7 million after-tax) in connection with a legacy legal matter,
|
•
|
an income tax benefit of $91.3 million related to a tax adjustment of valuation allowance associated with the planned divestiture of the
Wesson
®
oil business, and
|
•
|
an income tax benefit of $14.6 million associated with a tax planning strategy that allowed us to utilize certain state tax attributes and certain foreign incentives.
|
•
|
a charge of $348.5 million ($215.1 million after-tax) reflecting the year-end write-off of actuarial losses in excess of 10% of our pension liability,
|
•
|
charges totaling $281.8 million ($178.2 million after-tax) in connection with the "SCAE Plan",
|
•
|
a charge of $50.1 million ($31.6 million after-tax) related to the impairment of the
Chef Boyardee
®
brand,
|
•
|
charges of $23.9 million ($15.4 million after-tax) related to the repurchase of certain senior notes,
|
•
|
a charge of $5.0 million ($3.1 million after-tax) in connection with a legacy legal matter, and
|
•
|
income tax expense of $8.3 million related to legal entity changes for a business retained from Private Brands and a $2.7 million charge for the prior year implementation of a new tax position offset by the benefit of normal, recurring, income tax credits and deductions combined with a lower pre-tax level of earnings (due in large part to the impact of the write-off of $348.5 million of actuarial losses under our method of accounting for pension benefits).
|
|
Fiscal Years Ended
|
||||||||||
($ in millions)
|
May 28,
2017 |
|
May 29,
2016 |
|
May 31,
2015 |
||||||
Net derivative gains (losses) incurred
|
$
|
0.6
|
|
|
$
|
(7.4
|
)
|
|
$
|
(70.8
|
)
|
Less: Net derivative gains (losses) allocated to reporting segments
|
5.7
|
|
|
(23.8
|
)
|
|
(46.2
|
)
|
|||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
(5.1
|
)
|
|
$
|
16.4
|
|
|
$
|
(24.6
|
)
|
Net derivative gains (losses) allocated to Grocery & Snacks
|
$
|
3.4
|
|
|
$
|
(14.4
|
)
|
|
$
|
(26.7
|
)
|
Net derivative gains (losses) allocated to Refrigerated & Frozen
|
0.8
|
|
|
(6.2
|
)
|
|
(11.8
|
)
|
|||
Net derivative gains (losses) allocated to International Foods
|
1.6
|
|
|
(0.5
|
)
|
|
(4.0
|
)
|
|||
Net derivative losses allocated to Foodservice
|
—
|
|
|
(1.0
|
)
|
|
(3.4
|
)
|
|||
Net derivative losses allocated to Commercial
|
(0.1
|
)
|
|
(1.7
|
)
|
|
(0.3
|
)
|
|||
Net derivative gains (losses) included in segment operating profit
|
$
|
5.7
|
|
|
$
|
(23.8
|
)
|
|
$
|
(46.2
|
)
|
($ in millions)
Reporting Segment
|
Fiscal 2017 Net Sales
|
|
Fiscal 2016 Net Sales
|
|
% Inc
(Dec)
|
|||||
Grocery & Snacks
|
$
|
3,208.8
|
|
|
$
|
3,377.1
|
|
|
(5
|
)%
|
Refrigerated & Frozen
|
2,652.7
|
|
|
2,867.8
|
|
|
(8
|
)%
|
||
International
|
816.0
|
|
|
846.6
|
|
|
(4
|
)%
|
||
Foodservice
|
1,078.3
|
|
|
1,104.5
|
|
|
(2
|
)%
|
||
Commercial
|
71.1
|
|
|
468.1
|
|
|
(85
|
)%
|
||
Total
|
$
|
7,826.9
|
|
|
$
|
8,664.1
|
|
|
(10
|
)%
|
•
|
charges totaling $237.1 million related to the impairment of goodwill and other intangible assets, primarily in the International segment,
|
•
|
gains totaling $197.4 million, from the divestiture of the Spicetec and JM Swank businesses,
|
•
|
a charge of $67.1 million related to the impairment of the
Chef Boyardee
®
brand intangible,
|
•
|
charges totaling $93.3 million related to the early retirement of debt,
|
•
|
expenses of $46.4 million in connection with our SCAE Plan,
|
•
|
charges of $30.9 million related to the planned divestiture of our
Wesson
®
oil business, including an impairment charge of
$27.6 million
related to the production assets of the business that will not be sold in the divestiture,
|
•
|
an expense of $13.8 million in connection with a salaried pension plan lump sum settlement we completed in fiscal 2017, and
|
•
|
a benefit of $5.7 million in connection with a legal matter.
|
•
|
a decrease in salaries expenses of $104.3 million,
|
•
|
a decrease in incentive compensation expense of $38.3 million,
|
•
|
a decrease in pension and postretirement expense of $19.8 million (excluding items impacting the comparability of earnings),
|
•
|
a decrease in advertising and promotion spending of $18.9 million,
|
•
|
a decrease in broker commission expense of $18.3 million,
|
•
|
an increase in stock-based compensation expense of $15.2 million,
|
•
|
an increase in charitable contributions of $6.3 million, and
|
•
|
a decrease in self-insured healthcare expenses of $5.7 million.
|
•
|
a charge of $348.5 million reflecting the year-end write-off of actuarial losses in excess of 10% of our pension liability,
|
•
|
expenses totaling $232.8 million in connection with our SCAE Plan,
|
•
|
a charge of $50.1 million related to the impairment of the
Chef Boyardee
®
brand intangible,
|
•
|
charges of $23.9 million related to the repurchase of certain senior notes, and
|
•
|
a charge of $5.0 million in connection with a legal matter.
|
($ in millions)
Reporting Segment
|
Fiscal 2017 Operating Profit
|
|
Fiscal 2016 Operating Profit
|
|
% Inc
(Dec)
|
|||||
Grocery & Snacks
|
$
|
653.7
|
|
|
$
|
592.9
|
|
|
10
|
%
|
Refrigerated & Frozen
|
445.8
|
|
|
420.4
|
|
|
6
|
%
|
||
International
|
(168.9
|
)
|
|
66.7
|
|
|
N/A
|
|
||
Foodservice
|
105.1
|
|
|
97.7
|
|
|
8
|
%
|
||
Commercial
|
202.6
|
|
|
45.4
|
|
|
346
|
%
|
•
|
additional tax expense associated with non-deductible goodwill sold in connection with the divestitures of the Spicetec and JM Swank businesses,
|
•
|
additional tax expense associated with non-deductible goodwill in our Mexican and Canadian businesses, for which an impairment charge was recognized,
|
•
|
an income tax benefit for the adjustment of a valuation allowance associated with the planned divestiture of the
Wesson
®
oil business,
|
•
|
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 and certain foreign incentives.
|
•
|
additional tax expense related to legal entity changes for a business retained from the Private Brands business,
|
•
|
a charge for the prior year implementation of a new tax position, and
|
•
|
an income tax benefit of normal, recurring, income tax credits and deductions combined with a lower pre-tax level of earnings (due in large part to the impact of the write-off of $348.5 million of actuarial losses under our method of accounting for pension benefits).
|
($ in millions)
Reporting Segment
|
Fiscal 2016 Net Sales
|
|
Fiscal 2015 Net Sales
|
|
% Inc
(Dec)
|
|||||
Grocery & Snacks
|
$
|
3,377.1
|
|
|
$
|
3,509.9
|
|
|
(4
|
)%
|
Refrigerated & Frozen
|
2,867.8
|
|
|
2,986.6
|
|
|
(4
|
)%
|
||
International
|
846.6
|
|
|
942.7
|
|
|
(10
|
)%
|
||
Foodservice
|
1,104.5
|
|
|
1,120.1
|
|
|
(1
|
)%
|
||
Commercial
|
468.1
|
|
|
474.7
|
|
|
(1
|
)%
|
||
Total
|
$
|
8,664.1
|
|
|
$
|
9,034.0
|
|
|
(4
|
)%
|
•
|
a charge of $348.5 million reflecting the year-end write-off of actuarial losses in excess of 10% of our pension liability,
|
•
|
expenses totaling $232.8 million in connection with our SCAE Plan,
|
•
|
a charge of $50.1 million related to the impairment of the
Chef Boyardee
®
brand intangible asset,
|
•
|
charges of $23.9 million related to the repurchase of certain senior notes, and
|
•
|
a charge of $5.0 million in connection with a legal matter.
|
•
|
an increase in advertising and promotion spending of $34.6 million,
|
•
|
a decrease in salaries and wages of $29.6 million, in connection with our cost savings initiatives, and
|
•
|
an increase in incentive compensation expense of $73.8 million.
|
•
|
charges of $25.7 million related to goodwill and intangible asset impairments in our Grocery & Snacks segment,
|
•
|
charges totaling $24.9 million in connection with our SCAE Plan,
|
•
|
charges of $24.6 million related to early extinguishment of debt as a result of the payoff of our term loan facility and the repurchase of certain senior notes,
|
•
|
a benefit of $7.0 million related to the reduction of the legal accrual for pending matters associated with the 2007 peanut butter recall,
|
•
|
a charge of $6.9 million reflecting the year-end write-off of actuarial losses in excess of 10% of our pension liability, and
|
•
|
charges of $5.0 million in support of our integration of the former Ralcorp business.
|
($ in millions)
Reporting Segment
|
Fiscal 2016 Operating Profit
|
|
Fiscal 2015 Operating Profit
|
|
% Inc
(Dec)
|
|||||
Grocery & Snacks
|
$
|
592.9
|
|
|
$
|
589.9
|
|
|
1
|
%
|
Refrigerated & Frozen
|
420.4
|
|
|
376.3
|
|
|
12
|
%
|
||
International
|
66.7
|
|
|
90.3
|
|
|
(26
|
)%
|
||
Foodservice
|
97.7
|
|
|
109.4
|
|
|
(11
|
)%
|
||
Commercial
|
45.4
|
|
|
43.5
|
|
|
4
|
%
|
|
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
|
$
|
2,821.3
|
|
|
$
|
189.7
|
|
|
$
|
—
|
|
|
$
|
322.6
|
|
|
$
|
2,309.0
|
|
Capital lease obligations
|
131.2
|
|
|
9.5
|
|
|
16.9
|
|
|
17.3
|
|
|
87.5
|
|
|||||
Operating lease obligations
|
221.3
|
|
|
40.5
|
|
|
53.3
|
|
|
30.2
|
|
|
97.3
|
|
|||||
Purchase obligations
1
and other contracts
|
1,174.5
|
|
|
951.4
|
|
|
126.0
|
|
|
86.4
|
|
|
10.7
|
|
|||||
Notes payable
|
28.2
|
|
|
28.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
4,376.5
|
|
|
$
|
1,219.3
|
|
|
$
|
196.2
|
|
|
$
|
456.5
|
|
|
$
|
2,504.5
|
|
|
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
|
||||||||||
Standby repurchase obligations
|
1.8
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
0.3
|
|
|||||
Other commitments
|
1.7
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
3.5
|
|
|
$
|
2.2
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.3
|
|
($ in millions)
|
|
One Percent
Increase
|
|
One Percent
Decrease
|
||||
Effect on total service and interest cost
|
|
$
|
0.4
|
|
|
$
|
(0.3
|
)
|
Effect on postretirement benefit obligation
|
|
8.1
|
|
|
(7.3
|
)
|
|
Fair Value Impact
|
||||||
In Millions
|
Average
During the Fiscal Year Ended May 28, 2017
|
|
Average
During the Fiscal Year Ended May 29, 2016
|
||||
Processing Activities
|
|
|
|
||||
Energy commodities
|
$
|
0.4
|
|
|
$
|
0.6
|
|
Agriculture commodities
|
0.5
|
|
|
1.7
|
|
||
Foreign exchange
|
0.3
|
|
|
0.2
|
|
|
For the Fiscal Years Ended May
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
7,826.9
|
|
|
$
|
8,664.1
|
|
|
$
|
9,034.0
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of goods sold
|
5,484.8
|
|
|
6,234.9
|
|
|
6,737.8
|
|
|||
Selling, general and administrative expenses
|
1,417.1
|
|
|
2,024.6
|
|
|
1,383.4
|
|
|||
Interest expense, net
|
195.5
|
|
|
295.8
|
|
|
328.2
|
|
|||
Income from continuing operations before income taxes and equity method investment earnings
|
729.5
|
|
|
108.8
|
|
|
584.6
|
|
|||
Income tax expense
|
254.7
|
|
|
46.4
|
|
|
212.7
|
|
|||
Equity method investment earnings
|
71.2
|
|
|
66.1
|
|
|
79.4
|
|
|||
Income from continuing operations
|
546.0
|
|
|
128.5
|
|
|
451.3
|
|
|||
Income (loss) from discontinued operations, net of tax
|
102.0
|
|
|
(794.4
|
)
|
|
(692.1
|
)
|
|||
Net income (loss)
|
$
|
648.0
|
|
|
$
|
(665.9
|
)
|
|
$
|
(240.8
|
)
|
Less: Net income attributable to noncontrolling interests
|
8.7
|
|
|
11.1
|
|
|
11.8
|
|
|||
Net income (loss) attributable to Conagra Brands, Inc.
|
$
|
639.3
|
|
|
$
|
(677.0
|
)
|
|
$
|
(252.6
|
)
|
Earnings (loss) per share — basic
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
|
$
|
1.26
|
|
|
$
|
0.29
|
|
|
$
|
1.05
|
|
Income (loss) from discontinued operations attributable to Conagra Brands, Inc. common stockholders
|
0.22
|
|
|
(1.86
|
)
|
|
(1.65
|
)
|
|||
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
|
$
|
1.48
|
|
|
$
|
(1.57
|
)
|
|
$
|
(0.60
|
)
|
Earnings (loss) per share — diluted
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
|
$
|
1.25
|
|
|
$
|
0.29
|
|
|
$
|
1.04
|
|
Income (loss) from discontinued operations attributable to Conagra Brands, Inc. common stockholders
|
0.21
|
|
|
(1.85
|
)
|
|
(1.63
|
)
|
|||
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
|
$
|
1.46
|
|
|
$
|
(1.56
|
)
|
|
$
|
(0.59
|
)
|
|
For the Fiscal Years Ended May
|
||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
||||||||||||||||||
Net income (loss)
|
$
|
989.2
|
|
$
|
(341.2
|
)
|
$
|
648.0
|
|
|
$
|
(1,033.6
|
)
|
$
|
367.7
|
|
$
|
(665.9
|
)
|
|
$
|
244.0
|
|
$
|
(484.8
|
)
|
$
|
(240.8
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivative adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized derivative adjustments
|
(1.0
|
)
|
0.4
|
|
(0.6
|
)
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Reclassification for derivative adjustments included in net income
|
(0.2
|
)
|
0.1
|
|
(0.1
|
)
|
|
(2.1
|
)
|
0.8
|
|
(1.3
|
)
|
|
(0.5
|
)
|
0.2
|
|
(0.3
|
)
|
|||||||||
Unrealized gains on available-for-sale securities
|
0.5
|
|
(0.2
|
)
|
0.3
|
|
|
0.1
|
|
—
|
|
0.1
|
|
|
0.7
|
|
(0.3
|
)
|
0.4
|
|
|||||||||
Currency translation losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized currency translation losses
|
(13.6
|
)
|
0.2
|
|
(13.4
|
)
|
|
(58.9
|
)
|
—
|
|
(58.9
|
)
|
|
(145.2
|
)
|
—
|
|
(145.2
|
)
|
|||||||||
Reclassification for currency translation losses included in net income
|
—
|
|
—
|
|
—
|
|
|
73.4
|
|
—
|
|
73.4
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Pension and post-employment benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized pension and post-employment benefit obligations
|
209.2
|
|
(80.6
|
)
|
128.6
|
|
|
(37.7
|
)
|
14.8
|
|
(22.9
|
)
|
|
(94.9
|
)
|
36.7
|
|
(58.2
|
)
|
|||||||||
Reclassification for pension and post-employment benefit obligations included in net income
|
10.4
|
|
(4.0
|
)
|
6.4
|
|
|
(14.5
|
)
|
4.9
|
|
(9.6
|
)
|
|
0.8
|
|
(0.3
|
)
|
0.5
|
|
|||||||||
Comprehensive income (loss)
|
1,194.5
|
|
(425.3
|
)
|
769.2
|
|
|
(1,073.3
|
)
|
388.2
|
|
(685.1
|
)
|
|
4.9
|
|
(448.5
|
)
|
(443.6
|
)
|
|||||||||
Comprehensive income attributable to noncontrolling interests
|
12.6
|
|
(0.7
|
)
|
11.9
|
|
|
7.8
|
|
(0.9
|
)
|
6.9
|
|
|
4.6
|
|
(0.4
|
)
|
4.2
|
|
|||||||||
Comprehensive income (loss) attributable to Conagra Brands, Inc.
|
$
|
1,181.9
|
|
$
|
(424.6
|
)
|
$
|
757.3
|
|
|
$
|
(1,081.1
|
)
|
$
|
389.1
|
|
$
|
(692.0
|
)
|
|
$
|
0.3
|
|
$
|
(448.1
|
)
|
$
|
(447.8
|
)
|
|
May 28,
2017 |
|
May 29,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
251.4
|
|
|
$
|
798.1
|
|
Receivables, less allowance for doubtful accounts of $3.1 and $3.2
|
563.4
|
|
|
650.1
|
|
||
Inventories
|
934.2
|
|
|
1,044.1
|
|
||
Prepaid expenses and other current assets
|
228.7
|
|
|
148.6
|
|
||
Current assets of discontinued operations
|
—
|
|
|
779.7
|
|
||
Current assets held for sale
|
35.5
|
|
|
156.1
|
|
||
Total current assets
|
2,013.2
|
|
|
3,576.7
|
|
||
Property, plant and equipment
|
|
|
|
||||
Land and land improvements
|
111.8
|
|
|
106.9
|
|
||
Buildings, machinery and equipment
|
3,313.1
|
|
|
3,207.4
|
|
||
Furniture, fixtures, office equipment and other
|
752.0
|
|
|
748.7
|
|
||
Construction in progress
|
124.9
|
|
|
136.4
|
|
||
|
4,301.8
|
|
|
4,199.4
|
|
||
Less accumulated depreciation
|
(2,636.9
|
)
|
|
(2,501.6
|
)
|
||
Property, plant and equipment, net
|
1,664.9
|
|
|
1,697.8
|
|
||
Goodwill
|
4,298.3
|
|
|
4,318.9
|
|
||
Brands, trademarks and other intangibles, net
|
1,232.9
|
|
|
1,223.3
|
|
||
Other assets
|
790.6
|
|
|
905.5
|
|
||
Noncurrent assets of discontinued operations
|
—
|
|
|
1,339.3
|
|
||
Noncurrent assets held for sale
|
96.4
|
|
|
329.1
|
|
||
|
$
|
10,096.3
|
|
|
$
|
13,390.6
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
28.2
|
|
|
$
|
13.9
|
|
Current installments of long-term debt
|
199.0
|
|
|
559.4
|
|
||
Accounts payable
|
773.1
|
|
|
706.7
|
|
||
Accrued payroll
|
167.6
|
|
|
220.8
|
|
||
Other accrued liabilities
|
552.6
|
|
|
567.7
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
409.2
|
|
||
Current liabilities held for sale
|
—
|
|
|
54.7
|
|
||
Total current liabilities
|
1,720.5
|
|
|
2,532.4
|
|
||
Senior long-term debt, excluding current installments
|
2,573.3
|
|
|
4,685.5
|
|
||
Subordinated debt
|
195.9
|
|
|
195.9
|
|
||
Other noncurrent liabilities
|
1,528.8
|
|
|
1,875.7
|
|
||
Noncurrent liabilities of discontinued operations
|
—
|
|
|
304.8
|
|
||
Noncurrent liabilities held for sale
|
—
|
|
|
1.5
|
|
||
Total liabilities
|
6,018.5
|
|
|
9,595.8
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Common stockholders' equity
|
|
|
|
||||
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 567,907,172
|
2,839.7
|
|
|
2,839.7
|
|
||
Additional paid-in capital
|
1,171.9
|
|
|
1,136.3
|
|
||
Retained earnings
|
4,247.0
|
|
|
3,218.3
|
|
||
Accumulated other comprehensive loss
|
(212.9
|
)
|
|
(344.5
|
)
|
||
Less treasury stock, at cost, 151,387,209 and 129,842,206 common shares
|
(4,054.9
|
)
|
|
(3,136.2
|
)
|
||
Total Conagra Brands, Inc. common stockholders' equity
|
3,990.8
|
|
|
3,713.6
|
|
||
Noncontrolling interests
|
87.0
|
|
|
81.2
|
|
||
Total stockholders' equity
|
4,077.8
|
|
|
3,794.8
|
|
||
|
$
|
10,096.3
|
|
|
$
|
13,390.6
|
|
|
|
Conagra Brands, 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 25, 2014
|
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,036.9
|
|
|
$
|
5,010.6
|
|
|
$
|
(134.3
|
)
|
|
$
|
(3,494.4
|
)
|
|
$
|
96.7
|
|
|
$
|
5,355.2
|
|
Stock option and incentive plans
|
|
|
|
|
|
14.2
|
|
|
(0.4
|
)
|
|
|
|
179.7
|
|
|
|
|
193.5
|
|
|||||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
(137.6
|
)
|
|
|
|
(7.6
|
)
|
|
(145.2
|
)
|
||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
|
(50.0
|
)
|
|
|
|
(50.0
|
)
|
|||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
|
|
|
0.4
|
|
|||||||||||||
Derivative adjustment, net of reclassification adjustment
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
(0.3
|
)
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
|
(1.7
|
)
|
|
|
|
|
|
|
|
(5.1
|
)
|
|
(6.8
|
)
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
|
(57.7
|
)
|
|
|
|
|
|
(57.7
|
)
|
|||||||||||||
Dividends declared on common stock; $1.00 per share
|
|
|
|
|
|
|
|
(426.5
|
)
|
|
|
|
|
|
|
|
(426.5
|
)
|
|||||||||||||
Net loss attributable to Conagra Brands, Inc.
|
|
|
|
|
|
|
|
(252.6
|
)
|
|
|
|
|
|
|
|
(252.6
|
)
|
|||||||||||||
Balance at May 31, 2015
|
|
567.9
|
|
|
2,839.7
|
|
|
1,049.4
|
|
|
4,331.1
|
|
|
(329.5
|
)
|
|
(3,364.7
|
)
|
|
84.0
|
|
|
4,610.0
|
|
|||||||
Stock option and incentive plans
|
|
|
|
|
|
91.7
|
|
|
(1.2
|
)
|
|
|
|
228.5
|
|
|
|
|
319.0
|
|
|||||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
18.7
|
|
|
|
|
(4.2
|
)
|
|
14.5
|
|
||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
0.1
|
|
|||||||||||||
Derivative adjustment, net of reclassification adjustment
|
|
|
|
|
|
|
|
|
|
(1.3
|
)
|
|
|
|
|
|
(1.3
|
)
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
|
(4.8
|
)
|
|
|
|
|
|
|
|
1.4
|
|
|
(3.4
|
)
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
|
(32.5
|
)
|
|
|
|
|
|
(32.5
|
)
|
|||||||||||||
Dividends declared on common stock; $1.00 per share
|
|
|
|
|
|
|
|
(434.6
|
)
|
|
|
|
|
|
|
|
(434.6
|
)
|
|||||||||||||
Net loss attributable to Conagra Brands, Inc.
|
|
|
|
|
|
|
|
(677.0
|
)
|
|
|
|
|
|
|
|
(677.0
|
)
|
|||||||||||||
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
|
|
|
|
|
|
36.4
|
|
|
(1.3
|
)
|
|
|
|
81.3
|
|
|
|
|
116.4
|
|
|||||||||||
Adoption of ASU 2016-09
|
|
|
|
|
|
|
|
(3.9
|
)
|
|
|
|
|
|
|
|
(3.9
|
)
|
|||||||||||||
Spinoff of Lamb Weston
|
|
|
|
|
|
|
|
783.3
|
|
|
13.6
|
|
|
|
|
|
|
796.9
|
|
||||||||||||
Currency translation adjustment, net
|
|
|
|
|
|
|
|
|
|
(16.6
|
)
|
|
|
|
3.2
|
|
|
(13.4
|
)
|
||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
|
(1,000.0
|
)
|
|
|
|
(1,000.0
|
)
|
|||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
0.3
|
|
|||||||||||||
Derivative adjustment, net of reclassification adjustment
|
|
|
|
|
|
|
|
|
|
(0.7
|
)
|
|
|
|
|
|
(0.7
|
)
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
2.6
|
|
|
1.8
|
|
||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
|
135.0
|
|
|
|
|
|
|
135.0
|
|
|||||||||||||
Dividends declared on common stock; $0.90 per share
|
|
|
|
|
|
|
|
(388.7
|
)
|
|
|
|
|
|
|
|
(388.7
|
)
|
|||||||||||||
Net income attributable to Conagra Brands, Inc.
|
|
|
|
|
|
|
|
639.3
|
|
|
|
|
|
|
|
|
639.3
|
|
|||||||||||||
Balance at May 28, 2017
|
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,171.9
|
|
|
$
|
4,247.0
|
|
|
$
|
(212.9
|
)
|
|
$
|
(4,054.9
|
)
|
|
$
|
87.0
|
|
|
$
|
4,077.8
|
|
|
For the Fiscal Years Ended May
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
648.0
|
|
|
$
|
(665.9
|
)
|
|
$
|
(240.8
|
)
|
Income (loss) from discontinued operations
|
102.0
|
|
|
(794.4
|
)
|
|
(692.1
|
)
|
|||
Income from continuing operations
|
546.0
|
|
|
128.5
|
|
|
451.3
|
|
|||
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
268.0
|
|
|
278.5
|
|
|
284.6
|
|
|||
Asset impairment charges
|
343.3
|
|
|
62.6
|
|
|
36.0
|
|
|||
Gain on divestitures
|
(197.4
|
)
|
|
—
|
|
|
—
|
|
|||
Lease cancellation expense
|
—
|
|
|
55.6
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
93.3
|
|
|
23.9
|
|
|
24.6
|
|
|||
Earnings of affiliates in excess of distributions
|
(3.0
|
)
|
|
(25.7
|
)
|
|
(0.1
|
)
|
|||
Stock-settled share-based payments expense
|
36.1
|
|
|
41.8
|
|
|
33.3
|
|
|||
Contributions to pension plans
|
(163.0
|
)
|
|
(11.5
|
)
|
|
(12.7
|
)
|
|||
Pension expense (benefit)
|
(21.4
|
)
|
|
358.1
|
|
|
(15.7
|
)
|
|||
Other items
|
39.9
|
|
|
53.6
|
|
|
24.7
|
|
|||
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
|
|
|
|
|
|
||||||
Receivables
|
104.7
|
|
|
(156.8
|
)
|
|
68.3
|
|
|||
Inventories
|
123.3
|
|
|
66.1
|
|
|
(63.3
|
)
|
|||
Deferred income taxes and income taxes payable, net
|
52.3
|
|
|
(264.9
|
)
|
|
45.2
|
|
|||
Prepaid expenses and other current assets
|
15.0
|
|
|
10.8
|
|
|
(19.0
|
)
|
|||
Accounts payable
|
71.0
|
|
|
(118.3
|
)
|
|
(15.5
|
)
|
|||
Accrued payroll
|
(52.4
|
)
|
|
68.9
|
|
|
60.3
|
|
|||
Other accrued liabilities
|
(114.9
|
)
|
|
54.3
|
|
|
(62.3
|
)
|
|||
Net cash flows from operating activities - continuing operations
|
1,140.8
|
|
|
625.5
|
|
|
839.7
|
|
|||
Net cash flows from operating activities - discontinued operations
|
34.7
|
|
|
633.7
|
|
|
664.9
|
|
|||
Net cash flows from operating activities
|
1,175.5
|
|
|
1,259.2
|
|
|
1,504.6
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(242.1
|
)
|
|
(277.5
|
)
|
|
(236.5
|
)
|
|||
Sale of property, plant and equipment
|
13.2
|
|
|
35.7
|
|
|
—
|
|
|||
Proceeds from divestitures
|
489.0
|
|
|
—
|
|
|
—
|
|
|||
Purchase of business and intangible assets
|
(325.7
|
)
|
|
(10.4
|
)
|
|
(20.7
|
)
|
|||
Return of investment in equity method investee
|
—
|
|
|
—
|
|
|
391.4
|
|
|||
Other items
|
—
|
|
|
0.3
|
|
|
(0.1
|
)
|
|||
Net cash flows from investing activities - continuing operations
|
(65.6
|
)
|
|
(251.9
|
)
|
|
134.1
|
|
|||
Net cash flows from investing activities - discontinued operations
|
(123.7
|
)
|
|
2,379.3
|
|
|
(175.7
|
)
|
|||
Net cash flows from investing activities
|
(189.3
|
)
|
|
2,127.4
|
|
|
(41.6
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net short-term borrowings
|
14.3
|
|
|
9.5
|
|
|
(137.4
|
)
|
|||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
550.0
|
|
|||
Repayment of long-term debt
|
(1,064.5
|
)
|
|
(2,523.2
|
)
|
|
(1,491.4
|
)
|
|||
Payment of intangible asset financing arrangement
|
(14.9
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of Conagra Brands, Inc. common shares
|
(1,000.0
|
)
|
|
—
|
|
|
(50.0
|
)
|
|||
Sale of Conagra Brands, Inc. common shares
|
—
|
|
|
8.6
|
|
|
—
|
|
|||
Cash dividends paid
|
(415.0
|
)
|
|
(432.5
|
)
|
|
(425.2
|
)
|
|||
Exercise of stock options and issuance of other stock awards
|
73.8
|
|
|
208.4
|
|
|
129.8
|
|
|||
Other items
|
(1.9
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||
Net cash flows from financing activities - continuing operations
|
(2,408.2
|
)
|
|
(2,729.2
|
)
|
|
(1,426.5
|
)
|
|||
Net cash flows from financing activities - discontinued operations
|
839.1
|
|
|
(4.0
|
)
|
|
(27.7
|
)
|
|||
Net cash flows from financing activities
|
(1,569.1
|
)
|
|
(2,733.2
|
)
|
|
(1,454.2
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(0.2
|
)
|
|
(2.0
|
)
|
|
(8.8
|
)
|
|||
Net change in cash and cash equivalents
|
(583.1
|
)
|
|
651.4
|
|
|
—
|
|
|||
Add: Cash balance included in assets held for sale and discontinued operations at beginning of period
|
36.4
|
|
|
49.0
|
|
|
90.6
|
|
|||
Less: Cash balance included in assets held for sale and discontinued operations at end of period
|
—
|
|
|
36.4
|
|
|
49.0
|
|
|||
Cash and cash equivalents at beginning of year
|
798.1
|
|
|
134.1
|
|
|
92.5
|
|
|||
Cash and cash equivalents at end of year
|
$
|
251.4
|
|
|
$
|
798.1
|
|
|
$
|
134.1
|
|
|
|
|
Land improvements
|
|
1 - 40 years
|
Buildings
|
|
15 - 40 years
|
Machinery and equipment
|
|
3 - 20 years
|
Furniture, fixtures, office equipment and other
|
|
5 - 15 years
|
|
2017
|
|
2016
|
|
2015
|
||||||
Currency translation losses, net of reclassification adjustments
1
|
$
|
(98.6
|
)
|
|
$
|
(95.2
|
)
|
|
$
|
(113.9
|
)
|
Derivative adjustments, net of reclassification adjustments
|
(1.1
|
)
|
|
(0.4
|
)
|
|
0.9
|
|
|||
Unrealized losses on available-for-sale securities
|
(0.3
|
)
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|||
Pension and post-employment benefit obligations, net of reclassification adjustments
1
|
(112.9
|
)
|
|
(248.3
|
)
|
|
(215.8
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
(212.9
|
)
|
|
$
|
(344.5
|
)
|
|
$
|
(329.5
|
)
|
|
|
|
|
|
|
|
Affected Line Item in the Consolidated Statement of Operations
1
|
||||||
|
2017
|
|
2016
|
|
2015
|
|
|
||||||
Net derivative adjustment, net of tax:
|
|
|
|
|
|
|
|
||||||
Cash flow hedges
|
$
|
(0.2
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(0.5
|
)
|
|
Interest expense, net
|
|
(0.2
|
)
|
|
(2.1
|
)
|
|
(0.5
|
)
|
|
Total before tax
|
|||
|
0.1
|
|
|
0.8
|
|
|
0.2
|
|
|
Income tax expense
|
|||
|
$
|
(0.1
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(0.3
|
)
|
|
Net of tax
|
Amortization of pension and postretirement healthcare liabilities:
|
|
|
|
|
|
|
|
||||||
Net prior service benefit
|
$
|
(3.9
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(4.2
|
)
|
|
Selling, general and administrative expenses
|
Divestiture of Private Brands
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
Income (loss) from discontinued operations, net of tax
|
|||
Pension settlement of equity method investment
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
Equity method investment earnings
|
|||
Pension settlement
|
13.8
|
|
|
—
|
|
|
—
|
|
|
Selling, general and administrative expenses
|
|||
Net actuarial loss
|
0.5
|
|
|
0.1
|
|
|
3.5
|
|
|
Selling, general and administrative expenses
|
|||
Curtailment
|
—
|
|
|
—
|
|
|
1.5
|
|
|
Cost of goods sold
|
|||
|
10.4
|
|
|
(14.5
|
)
|
|
0.8
|
|
|
Total before tax
|
|||
|
(4.0
|
)
|
|
4.9
|
|
|
(0.3
|
)
|
|
Income tax expense (benefit)
|
|||
|
$
|
6.4
|
|
|
$
|
(9.6
|
)
|
|
$
|
0.5
|
|
|
Net of tax
|
Currency translation losses
|
$
|
—
|
|
|
$
|
73.4
|
|
|
$
|
—
|
|
|
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
73.4
|
|
|
—
|
|
|
Total before tax
|
|||
|
—
|
|
|
—
|
|
|
—
|
|
|
Income tax expense
|
|||
|
$
|
—
|
|
|
$
|
73.4
|
|
|
$
|
—
|
|
|
Net of tax
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Corporate
|
|
Total
|
||||||||||||
Pension costs
|
$
|
32.9
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.4
|
|
Accelerated depreciation
|
38.9
|
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
58.7
|
|
||||||
Other cost of goods sold
|
6.0
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
||||||
Total cost of goods sold
|
77.8
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
101.2
|
|
||||||
Severance and related costs, net
|
24.9
|
|
|
10.3
|
|
|
2.5
|
|
|
7.9
|
|
|
102.1
|
|
|
147.7
|
|
||||||
Fixed asset impairment (net of gains on disposal)
|
7.3
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|
21.0
|
|
||||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
||||||
Contract/lease cancellation expenses
|
0.8
|
|
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
72.6
|
|
|
74.6
|
|
||||||
Consulting/professional fees
|
1.0
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
52.7
|
|
|
54.2
|
|
||||||
Other selling, general and administrative expenses
|
13.5
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
26.7
|
|
|
43.4
|
|
||||||
Total selling, general and administrative expenses
|
47.5
|
|
|
21.4
|
|
|
3.2
|
|
|
7.9
|
|
|
265.0
|
|
|
345.0
|
|
||||||
Consolidated total
|
$
|
125.3
|
|
|
$
|
43.6
|
|
|
$
|
3.2
|
|
|
$
|
7.9
|
|
|
$
|
266.2
|
|
|
$
|
446.2
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Corporate
|
|
Total
|
||||||||||||
Pension costs
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
Accelerated depreciation
|
9.6
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.8
|
|
||||||
Other cost of goods sold
|
3.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||||
Total cost of goods sold
|
15.8
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.2
|
|
||||||
Severance and related costs, net
|
3.3
|
|
|
(0.2
|
)
|
|
0.3
|
|
|
1.8
|
|
|
5.1
|
|
|
10.3
|
|
||||||
Fixed asset impairment (net of gains on disposal)
|
0.1
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
9.4
|
|
||||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
||||||
Contract/lease cancellation expenses
|
—
|
|
|
0.1
|
|
|
0.6
|
|
|
—
|
|
|
9.6
|
|
|
10.3
|
|
||||||
Consulting/professional fees
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.7
|
|
||||||
Other selling, general and administrative expenses
|
5.8
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
14.4
|
|
||||||
Total selling, general and administrative expenses
|
9.5
|
|
|
4.8
|
|
|
0.9
|
|
|
1.8
|
|
|
29.4
|
|
|
46.4
|
|
||||||
Consolidated total
|
$
|
25.3
|
|
|
$
|
6.2
|
|
|
$
|
0.9
|
|
|
$
|
1.8
|
|
|
$
|
29.4
|
|
|
$
|
63.6
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Corporate
|
|
Total
|
||||||||||||
Pension costs
|
$
|
32.9
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.4
|
|
Accelerated depreciation
|
31.0
|
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
50.8
|
|
||||||
Other cost of goods sold
|
5.0
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
||||||
Total cost of goods sold
|
68.9
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
92.3
|
|
||||||
Severance and related costs, net
|
23.9
|
|
|
10.3
|
|
|
2.5
|
|
|
7.9
|
|
|
101.5
|
|
|
146.1
|
|
||||||
Fixed asset impairment (net of gains on disposal)
|
7.3
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|
21.0
|
|
||||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
2.6
|
|
||||||
Contract/lease cancellation expenses
|
0.8
|
|
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
71.3
|
|
|
73.3
|
|
||||||
Consulting/professional fees
|
0.9
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
51.2
|
|
|
52.6
|
|
||||||
Other selling, general and administrative expenses
|
11.2
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|
34.4
|
|
||||||
Total selling, general and administrative expenses
|
44.1
|
|
|
21.4
|
|
|
3.2
|
|
|
7.9
|
|
|
253.4
|
|
|
330.0
|
|
||||||
Consolidated total
|
$
|
113.0
|
|
|
$
|
43.6
|
|
|
$
|
3.2
|
|
|
$
|
7.9
|
|
|
$
|
254.6
|
|
|
$
|
422.3
|
|
|
Balance at May 29,
2016 |
|
Costs Incurred
and Charged
to Expense
|
|
Costs Paid
or Otherwise Settled
|
|
Changes in
Estimates
|
|
Balance at
May 28,
2017
|
||||||||||
Pension costs
|
$
|
40.7
|
|
|
$
|
1.1
|
|
|
$
|
(12.0
|
)
|
|
$
|
2.0
|
|
|
$
|
31.8
|
|
Severance and related costs
|
47.2
|
|
|
12.2
|
|
|
(43.7
|
)
|
|
(1.9
|
)
|
|
13.8
|
|
|||||
Consulting/professional fees
|
4.7
|
|
|
0.9
|
|
|
(4.8
|
)
|
|
(0.2
|
)
|
|
0.6
|
|
|||||
Contract/lease cancellation
|
6.3
|
|
|
14.5
|
|
|
(7.5
|
)
|
|
(1.7
|
)
|
|
11.6
|
|
|||||
Other costs
|
0.5
|
|
|
14.5
|
|
|
(13.1
|
)
|
|
—
|
|
|
1.9
|
|
|||||
Total
|
$
|
99.4
|
|
|
$
|
43.2
|
|
|
$
|
(81.1
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
59.7
|
|
|
May 28, 2017
|
|
May 29, 2016
|
||||
4.65% senior debt due January 2043
|
$
|
176.7
|
|
|
$
|
176.7
|
|
6.625% senior debt due August 2039
|
91.4
|
|
|
91.4
|
|
||
8.25% senior debt due September 2030
|
300.0
|
|
|
300.0
|
|
||
7.0% senior debt due October 2028
|
382.2
|
|
|
382.2
|
|
||
6.7% senior debt due August 2027
|
9.2
|
|
|
9.2
|
|
||
7.125% senior debt due October 2026
|
262.5
|
|
|
262.5
|
|
||
3.2% senior debt due January 2023
|
837.0
|
|
|
837.0
|
|
||
3.25% senior debt due September 2022
|
250.0
|
|
|
250.0
|
|
||
9.75% subordinated debt due March 2021
|
195.9
|
|
|
195.9
|
|
||
4.95% senior debt due August 2020
|
126.6
|
|
|
197.7
|
|
||
7.0% senior debt due April 2019
|
—
|
|
|
335.0
|
|
||
2.1% senior debt due March 2018
|
70.0
|
|
|
225.0
|
|
||
1.9% senior debt due January 2018
|
119.6
|
|
|
1,000.0
|
|
||
5.819% senior debt due June 2017
|
—
|
|
|
475.0
|
|
||
LIBOR plus 0.37% senior notes due July 2016
|
—
|
|
|
550.0
|
|
||
2.00% to 9.59% lease financing obligations due on various dates through 2033
|
131.2
|
|
|
140.9
|
|
||
Other indebtedness
|
0.2
|
|
|
0.3
|
|
||
Total face value of debt
|
2,952.5
|
|
|
5,428.8
|
|
||
Unamortized fair value adjustment
|
30.8
|
|
|
39.8
|
|
||
Unamortized discounts
|
(6.4
|
)
|
|
(19.8
|
)
|
||
Unamortized debt issuance costs
|
(10.9
|
)
|
|
(14.6
|
)
|
||
Adjustment due to hedging activity
|
2.2
|
|
|
6.6
|
|
||
Less current installments
|
(199.0
|
)
|
|
(559.4
|
)
|
||
Total long-term debt
|
$
|
2,769.2
|
|
|
$
|
4,881.4
|
|
2018
|
$
|
199.2
|
|
2019
|
8.6
|
|
|
2020
|
8.3
|
|
|
2021
|
331.1
|
|
|
2022
|
8.8
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Long-term debt
|
$
|
203.6
|
|
|
$
|
302.9
|
|
|
$
|
333.0
|
|
Short-term debt
|
0.6
|
|
|
1.9
|
|
|
2.8
|
|
|||
Interest income
|
(3.7
|
)
|
|
(1.2
|
)
|
|
(1.0
|
)
|
|||
Interest capitalized
|
(5.0
|
)
|
|
(7.8
|
)
|
|
(6.6
|
)
|
|||
|
$
|
195.5
|
|
|
$
|
295.8
|
|
|
$
|
328.2
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
1,407.9
|
|
|
$
|
2,975.0
|
|
|
$
|
2,899.0
|
|
Income from discontinued operations before income taxes and equity method investment earnings
|
$
|
172.3
|
|
|
$
|
474.8
|
|
|
$
|
415.6
|
|
Income before income taxes and equity method investment earnings
|
172.3
|
|
|
474.8
|
|
|
415.6
|
|
|||
Income tax expense
|
87.5
|
|
|
178.9
|
|
|
149.3
|
|
|||
Equity method investment earnings
|
15.9
|
|
|
71.7
|
|
|
42.7
|
|
|||
Income from discontinued operations, net of tax
|
100.7
|
|
|
367.6
|
|
|
309.0
|
|
|||
Less: Net income attributable to noncontrolling interests
|
6.8
|
|
|
9.2
|
|
|
9.3
|
|
|||
Net income from discontinued operations attributable to Conagra Brands, Inc.
|
$
|
93.9
|
|
|
$
|
358.4
|
|
|
$
|
299.7
|
|
|
May 29, 2016
|
||
Cash and cash equivalents
|
$
|
36.4
|
|
Receivables, less allowance for doubtful accounts of $0.5
|
186.5
|
|
|
Inventories
|
498.9
|
|
|
Prepaid expenses and other current assets
|
57.9
|
|
|
Total current assets of discontinued operations
|
$
|
779.7
|
|
Property, plant and equipment, net
|
$
|
1,004.1
|
|
Goodwill
|
133.9
|
|
|
Brands, trademarks and other intangibles, net
|
39.6
|
|
|
Other assets
|
161.7
|
|
|
Total noncurrent assets of discontinued operations
|
$
|
1,339.3
|
|
Notes payable
|
$
|
24.9
|
|
Current installments of long-term debt
|
12.0
|
|
|
Accounts payable
|
238.7
|
|
|
Accrued payroll
|
50.3
|
|
|
Other accrued liabilities
|
83.3
|
|
|
Total current liabilities of discontinued operations
|
$
|
409.2
|
|
Senior long-term debt, excluding current installments
|
$
|
36.4
|
|
Other noncurrent liabilities
|
268.4
|
|
|
Total noncurrent liabilities of discontinued operations
|
$
|
304.8
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
2,490.6
|
|
|
$
|
3,895.4
|
|
Loss on sale of business
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-lived asset impairment charges
|
—
|
|
|
(1,923.0
|
)
|
|
(1,564.6
|
)
|
|||
Income from operations of discontinued operations before income taxes
|
3.9
|
|
|
168.0
|
|
|
68.8
|
|
|||
Income (loss) before income taxes and equity method investment earnings
|
2.3
|
|
|
(1,755.0
|
)
|
|
(1,495.8
|
)
|
|||
Income tax benefit
|
(0.3
|
)
|
|
(593.1
|
)
|
|
(128.1
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
2.6
|
|
|
$
|
(1,161.9
|
)
|
|
$
|
(1,367.7
|
)
|
|
2015
|
||
Net sales
|
$
|
16.2
|
|
Loss from operations of discontinued operations before income taxes
|
(9.2
|
)
|
|
Net gain on sale of businesses
|
627.3
|
|
|
Income before income taxes and equity method investment earnings
|
618.1
|
|
|
Income tax expense
|
251.1
|
|
|
Income from discontinued operations, net of tax
|
$
|
367.0
|
|
|
May 28, 2017
|
|
May 29, 2016
|
||||
Current assets
|
$
|
35.5
|
|
|
$
|
39.1
|
|
Noncurrent assets (including goodwill of $77.3 million)
|
94.7
|
|
|
95.0
|
|
|
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
|
|
|
JM Swank:
|
|
||
Current assets
|
$
|
73.7
|
|
Noncurrent assets (including goodwill of $53.8 million)
|
74.3
|
|
|
Current liabilities
|
44.3
|
|
|
Noncurrent liabilities
|
0.4
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net Sales:
|
|
|
|
|
|
||||||
Ardent Mills
|
$
|
3,180.0
|
|
|
$
|
3,395.3
|
|
|
$
|
3,299.2
|
|
Others
|
177.7
|
|
|
167.2
|
|
|
167.3
|
|
|||
Total net sales
|
$
|
3,357.7
|
|
|
$
|
3,562.5
|
|
|
$
|
3,466.5
|
|
Gross margin:
|
|
|
|
|
|
|
|||||
Ardent Mills
|
$
|
340.3
|
|
|
$
|
339.2
|
|
|
$
|
365.3
|
|
Others
|
34.6
|
|
|
32.8
|
|
|
33.3
|
|
|||
Total gross margin
|
$
|
374.9
|
|
|
$
|
372.0
|
|
|
$
|
398.6
|
|
Earnings after income taxes:
|
|
|
|
|
|
|
|||||
Ardent Mills
|
$
|
152.0
|
|
|
$
|
142.9
|
|
|
$
|
173.5
|
|
Others
|
10.1
|
|
|
6.4
|
|
|
6.1
|
|
|||
Total earnings after income taxes
|
$
|
162.1
|
|
|
$
|
149.3
|
|
|
$
|
179.6
|
|
|
May 28, 2017
|
|
May 29, 2016
|
||||
Ardent Mills:
|
|
|
|
||||
Current assets
|
$
|
937.2
|
|
|
$
|
988.4
|
|
Noncurrent assets
|
1,694.2
|
|
|
1,695.3
|
|
||
Current liabilities
|
388.9
|
|
|
507.7
|
|
||
Noncurrent liabilities
|
518.0
|
|
|
545.0
|
|
||
Others:
|
|
|
|
||||
Current assets
|
$
|
75.5
|
|
|
$
|
80.8
|
|
Noncurrent assets
|
12.2
|
|
|
10.5
|
|
||
Current liabilities
|
44.5
|
|
|
51.0
|
|
||
Noncurrent liabilities
|
—
|
|
|
—
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Total
|
||||||||||
Balance as of May 31, 2015
|
$
|
2,273.1
|
|
|
$
|
1,028.7
|
|
|
$
|
458.5
|
|
|
$
|
568.3
|
|
|
$
|
4,328.6
|
|
Currency translation
|
—
|
|
|
0.2
|
|
|
(9.9
|
)
|
|
—
|
|
|
(9.7
|
)
|
|||||
Balance as of May 29, 2016
|
$
|
2,273.1
|
|
|
$
|
1,028.9
|
|
|
$
|
448.6
|
|
|
$
|
568.3
|
|
|
$
|
4,318.9
|
|
Impairment
|
—
|
|
|
—
|
|
|
(198.9
|
)
|
|
—
|
|
|
(198.9
|
)
|
|||||
Acquisitions
|
166.0
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
174.3
|
|
|||||
Currency translation
|
—
|
|
|
0.1
|
|
|
3.9
|
|
|
—
|
|
|
4.0
|
|
|||||
Balance as of May 28, 2017
|
$
|
2,439.1
|
|
|
$
|
1,037.3
|
|
|
$
|
253.6
|
|
|
$
|
568.3
|
|
|
$
|
4,298.3
|
|
|
2017
|
|
2016
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Non-amortizing intangible assets
|
$
|
834.1
|
|
|
$
|
—
|
|
|
$
|
825.3
|
|
|
$
|
—
|
|
Amortizing intangible assets
|
579.9
|
|
|
181.1
|
|
|
543.9
|
|
|
145.9
|
|
||||
|
$
|
1,414.0
|
|
|
$
|
181.1
|
|
|
$
|
1,369.2
|
|
|
$
|
145.9
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss) available to Conagra Brands, Inc. common stockholders:
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
|
$
|
544.1
|
|
|
$
|
126.6
|
|
|
$
|
448.8
|
|
Income (loss) from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders
|
95.2
|
|
|
(803.6
|
)
|
|
(701.4
|
)
|
|||
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
|
$
|
639.3
|
|
|
$
|
(677.0
|
)
|
|
$
|
(252.6
|
)
|
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated
|
0.8
|
|
|
4.8
|
|
|
1.7
|
|
|||
Net income (loss) available to Conagra Brands, Inc. common stockholders
|
$
|
638.5
|
|
|
$
|
(681.8
|
)
|
|
$
|
(254.3
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
431.9
|
|
|
434.4
|
|
|
426.1
|
|
|||
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities
|
4.1
|
|
|
4.1
|
|
|
5.2
|
|
|||
Diluted weighted average shares outstanding
|
436.0
|
|
|
438.5
|
|
|
431.3
|
|
|
May 28, 2017
|
|
May 29, 2016
|
||||
Raw materials and packaging
|
$
|
182.1
|
|
|
$
|
204.5
|
|
Work in process
|
91.9
|
|
|
110.3
|
|
||
Finished goods
|
612.9
|
|
|
679.5
|
|
||
Supplies and other
|
47.3
|
|
|
49.8
|
|
||
Total
|
$
|
934.2
|
|
|
$
|
1,044.1
|
|
|
May 28, 2017
|
|
May 29, 2016
|
||||
Postretirement health care and pension obligations
|
$
|
709.8
|
|
|
$
|
1,105.1
|
|
Noncurrent income tax liabilities
|
466.5
|
|
|
342.0
|
|
||
Self-insurance liabilities
|
29.0
|
|
|
36.3
|
|
||
Environmental liabilities (see Note 17)
|
54.7
|
|
|
47.0
|
|
||
Accrued legal settlement costs (see Note 17)
|
—
|
|
|
105.9
|
|
||
Technology agreement liability (see Note 9)
|
56.4
|
|
|
69.6
|
|
||
Other
|
212.4
|
|
|
169.8
|
|
||
|
$
|
1,528.8
|
|
|
$
|
1,875.7
|
|
•
|
The number of shares of common stock subject to each outstanding stock option was increased and the corresponding exercise price was decreased to maintain the intrinsic value of each outstanding stock option immediately before and after the Spinoff. A comparison of the fair value of the outstanding stock option awards immediately before and after the Spinoff resulted in no incremental expense.
|
•
|
The number of shares of common stock underlying each outstanding restricted stock unit and performance share, and the value of each outstanding cash-settled restricted stock was increased to preserve the intrinsic value of such award immediately prior to the Spinoff. The Company did not record any incremental compensation expense related to the adjustment of these awards.
|
|
2017
|
|
2016
|
|
2015
|
Expected volatility (%)
|
19.15
|
|
17.88
|
|
17.45
|
Dividend yield (%)
|
2.33
|
|
2.74
|
|
3.10
|
Risk-free interest rates (%)
|
1.03
|
|
1.60
|
|
1.58
|
Expected life of stock option (years)
|
4.94
|
|
4.96
|
|
4.92
|
Options
|
Number
of Options
(in Millions)
|
|
Weighted
Average
Exercise
Price
|
|
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic
Value (in
Millions)
|
|||||
Outstanding at May 29, 2016
|
7.1
|
|
|
$
|
33.11
|
|
|
|
|
|
||
Granted
|
1.1
|
|
|
$
|
48.01
|
|
|
|
|
|
||
Exercised
|
(2.9
|
)
|
|
$
|
28.89
|
|
|
|
|
$
|
128.6
|
|
Forfeited
|
(0.9
|
)
|
|
$
|
35.62
|
|
|
|
|
|
||
Expired
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Conversion for the Spinoff of Lamb Weston
|
1.9
|
|
|
$
|
26.90
|
|
|
|
|
|
||
Outstanding at May 28, 2017
|
6.3
|
|
|
$
|
27.12
|
|
|
6.92
|
|
$
|
171.4
|
|
Exercisable at May 28, 2017
|
3.8
|
|
|
$
|
23.77
|
|
|
5.84
|
|
$
|
90.8
|
|
|
Stock-settled
|
|
Cash-settled
|
||||||||||
Share Units
|
Share Units
(in Millions)
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Share Units
(in Millions)
|
|
Weighted
Average
Grant-Date
Fair Value
|
||||||
Nonvested share units at May 29, 2016
|
1.54
|
|
|
$
|
38.67
|
|
|
1.46
|
|
|
$
|
37.53
|
|
Granted
|
0.56
|
|
|
$
|
46.79
|
|
|
0.39
|
|
|
$
|
48.07
|
|
Vested/Issued
|
(0.58
|
)
|
|
$
|
35.78
|
|
|
(0.51
|
)
|
|
$
|
36.40
|
|
Forfeited
|
(0.39
|
)
|
|
$
|
40.44
|
|
|
(0.46
|
)
|
|
$
|
39.41
|
|
Conversion for the Spinoff of Lamb Weston
|
0.43
|
|
|
$
|
31.27
|
|
|
0.33
|
|
|
$
|
30.48
|
|
Nonvested share units at May 28, 2017
|
1.56
|
|
|
$
|
31.59
|
|
|
1.21
|
|
|
$
|
30.52
|
|
Performance Shares
|
Share Units
(in Millions)
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested performance shares at May 29, 2016
|
0.75
|
|
|
$
|
36.09
|
|
Granted
|
0.22
|
|
|
$
|
46.94
|
|
Adjustments for performance results attained and dividend equivalents
|
(0.16
|
)
|
|
$
|
35.05
|
|
Vested/Issued
|
(0.06
|
)
|
|
$
|
35.05
|
|
Forfeited
|
(0.15
|
)
|
|
$
|
28.32
|
|
Conversion for the Spinoff of Lamb Weston
|
0.26
|
|
|
$
|
29.09
|
|
Nonvested performance shares at May 28, 2017
|
0.86
|
|
|
$
|
29.23
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
883.5
|
|
|
$
|
136.9
|
|
|
$
|
592.6
|
|
Canada
|
(123.1
|
)
|
|
11.4
|
|
|
27.1
|
|
|||
Foreign - other
|
40.3
|
|
|
26.6
|
|
|
44.3
|
|
|||
|
$
|
800.7
|
|
|
$
|
174.9
|
|
|
$
|
664.0
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
201.5
|
|
|
$
|
206.5
|
|
|
$
|
178.3
|
|
State
|
6.7
|
|
|
31.0
|
|
|
17.8
|
|
|||
Canada
|
2.8
|
|
|
2.1
|
|
|
3.1
|
|
|||
Foreign - other
|
3.7
|
|
|
6.5
|
|
|
15.8
|
|
|||
|
214.7
|
|
|
246.1
|
|
|
215.0
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
62.1
|
|
|
(161.5
|
)
|
|
(1.7
|
)
|
|||
State
|
(5.3
|
)
|
|
(38.9
|
)
|
|
3.8
|
|
|||
Canada
|
(13.2
|
)
|
|
(0.8
|
)
|
|
1.8
|
|
|||
Foreign - other
|
(3.6
|
)
|
|
1.5
|
|
|
(6.2
|
)
|
|||
|
40.0
|
|
|
(199.7
|
)
|
|
(2.3
|
)
|
|||
|
$
|
254.7
|
|
|
$
|
46.4
|
|
|
$
|
212.7
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Computed U.S. Federal income taxes
|
$
|
280.2
|
|
|
$
|
61.2
|
|
|
$
|
232.4
|
|
State income taxes, net of U.S. Federal tax impact
|
22.4
|
|
|
(6.4
|
)
|
|
15.0
|
|
|||
Tax credits and domestic manufacturing deduction
|
(19.8
|
)
|
|
(16.5
|
)
|
|
(21.0
|
)
|
|||
Audit adjustments and settlements
|
(0.9
|
)
|
|
(2.1
|
)
|
|
—
|
|
|||
Effect of taxes booked on foreign operations
|
(6.5
|
)
|
|
1.2
|
|
|
(8.2
|
)
|
|||
Statute lapses on previously reserved items
|
(2.3
|
)
|
|
(2.3
|
)
|
|
(4.4
|
)
|
|||
Goodwill and intangible impairments
|
104.7
|
|
|
—
|
|
|
6.6
|
|
|||
Change in legal structure and other state elections
|
(7.5
|
)
|
|
—
|
|
|
—
|
|
|||
Stock compensation
|
(18.8
|
)
|
|
—
|
|
|
—
|
|
|||
Release of valuation allowance on capital loss carryforward
|
(84.1
|
)
|
|
—
|
|
|
—
|
|
|||
Change in estimate related to tax methods used for certain international sales, federal credits, and state credits
|
(8.0
|
)
|
|
6.0
|
|
|
(2.4
|
)
|
|||
Other
|
(4.7
|
)
|
|
5.3
|
|
|
(5.3
|
)
|
|||
|
$
|
254.7
|
|
|
$
|
46.4
|
|
|
$
|
212.7
|
|
|
May 28, 2017
|
|
May 29, 2016
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Property, plant and equipment
|
$
|
—
|
|
|
$
|
216.6
|
|
|
$
|
—
|
|
|
$
|
251.9
|
|
Goodwill, trademarks and other intangible assets
|
—
|
|
|
623.4
|
|
|
—
|
|
|
675.8
|
|
||||
Accrued expenses
|
20.2
|
|
|
—
|
|
|
17.1
|
|
|
—
|
|
||||
Compensation related liabilities
|
63.9
|
|
|
—
|
|
|
78.4
|
|
|
—
|
|
||||
Pension and other postretirement benefits
|
275.2
|
|
|
—
|
|
|
433.6
|
|
|
—
|
|
||||
Investment in unconsolidated subsidiaries
|
—
|
|
|
237.8
|
|
|
—
|
|
|
246.7
|
|
||||
Other liabilities that will give rise to future tax deductions
|
117.9
|
|
|
—
|
|
|
125.9
|
|
|
—
|
|
||||
Net capital and operating loss carryforwards
|
1,112.5
|
|
|
—
|
|
|
1,586.0
|
|
|
—
|
|
||||
Other
|
60.0
|
|
|
6.3
|
|
|
61.5
|
|
|
9.6
|
|
||||
|
1,649.7
|
|
|
1,084.1
|
|
|
2,302.5
|
|
|
1,184.0
|
|
||||
Less: Valuation allowance
|
(1,013.4
|
)
|
|
—
|
|
|
(1,433.5
|
)
|
|
—
|
|
||||
Net deferred taxes
|
$
|
636.3
|
|
|
$
|
1,084.1
|
|
|
$
|
869.0
|
|
|
$
|
1,184.0
|
|
Beginning balance on May 29, 2016
|
$
|
32.6
|
|
Increases from positions established during prior periods
|
2.1
|
|
|
Decreases from positions established during prior periods
|
(3.9
|
)
|
|
Increases from positions established during the current period
|
13.4
|
|
|
Decreases relating to settlements with taxing authorities
|
(1.8
|
)
|
|
Reductions resulting from lapse of applicable statute of limitation
|
(2.9
|
)
|
|
Other adjustments to liability
|
(0.2
|
)
|
|
Ending balance on May 28, 2017
|
$
|
39.3
|
|
2018
|
$
|
40.5
|
|
2019
|
32.3
|
|
|
2020
|
21.0
|
|
|
2021
|
16.9
|
|
|
2022
|
13.3
|
|
|
Later years
|
97.3
|
|
|
|
$
|
221.3
|
|
|
May 28, 2017
|
|
May 29, 2016
|
||||
Prepaid expenses and other current assets
|
$
|
2.3
|
|
|
$
|
24.1
|
|
Other accrued liabilities
|
1.3
|
|
|
0.6
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
2.6
|
|
|
Other accrued liabilities
|
|
$
|
1.4
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
0.2
|
|
|
Other accrued liabilities
|
|
1.1
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Other accrued liabilities
|
|
0.2
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
2.8
|
|
|
|
|
$
|
2.7
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
5.0
|
|
|
Other accrued liabilities
|
|
$
|
2.1
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
20.8
|
|
|
Other accrued liabilities
|
|
0.2
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Other accrued liabilities
|
|
0.3
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
25.8
|
|
|
|
|
$
|
2.6
|
|
|
|
For the Fiscal Year Ended May 28, 2017
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Location in Consolidated Statement of Operations of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Consolidated
Statement of Operations
|
||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
0.9
|
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
(0.3
|
)
|
|
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
0.2
|
|
|
Total gain from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
0.8
|
|
|
|
For the Fiscal Year Ended May 29, 2016
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Location in Consolidated Statement of Operations of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Consolidated
Statement of Operations
|
||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
(8.1
|
)
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
0.7
|
|
|
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
2.9
|
|
|
Total loss from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
(4.5
|
)
|
|
|
For the Fiscal Year Ended May 31, 2015
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
Location in Consolidated Statement of Operations of
Gain (Loss) Recognized on Derivatives
|
|
Amount of Gain (Loss)
Recognized on Derivatives
in Consolidated
Statement of Operations
|
||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
(71.0
|
)
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
0.2
|
|
|
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
10.3
|
|
|
Interest rate contracts
|
|
Selling, general and administrative expense
|
|
(1.4
|
)
|
|
Total loss from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
(61.9
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
3,903.0
|
|
|
$
|
4,092.2
|
|
|
$
|
201.7
|
|
|
$
|
235.4
|
|
Service cost
|
56.9
|
|
|
93.8
|
|
|
0.3
|
|
|
0.4
|
|
||||
Interest cost
|
116.8
|
|
|
159.8
|
|
|
4.6
|
|
|
7.5
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
4.7
|
|
|
4.8
|
|
||||
Amendments
|
5.5
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
(51.5
|
)
|
|
(18.5
|
)
|
|
(32.0
|
)
|
|
0.6
|
|
||||
Plan settlements
|
(287.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
1.5
|
|
|
25.6
|
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
(18.1
|
)
|
|
(18.8
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(169.7
|
)
|
|
(168.2
|
)
|
|
(19.0
|
)
|
|
(21.9
|
)
|
||||
Currency
|
(0.8
|
)
|
|
(1.0
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Business divestitures
|
(7.4
|
)
|
|
(263.9
|
)
|
|
(3.2
|
)
|
|
(24.9
|
)
|
||||
Benefit obligation at end of year
|
$
|
3,548.7
|
|
|
$
|
3,903.0
|
|
|
$
|
156.9
|
|
|
$
|
201.7
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
2,959.4
|
|
|
$
|
3,539.0
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Actual return on plan assets
|
346.1
|
|
|
(146.2
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
163.0
|
|
|
11.9
|
|
|
14.2
|
|
|
17.1
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
4.7
|
|
|
4.8
|
|
||||
Plan settlements
|
(287.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Investment and administrative expenses
|
(26.7
|
)
|
|
(22.0
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(169.7
|
)
|
|
(168.2
|
)
|
|
(19.0
|
)
|
|
(21.9
|
)
|
||||
Currency
|
(1.0
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
||||
Business divestitures
|
—
|
|
|
(254.0
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
2,983.6
|
|
|
$
|
2,959.4
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Funded Status
|
|
$
|
(565.1
|
)
|
|
$
|
(943.6
|
)
|
|
$
|
(156.9
|
)
|
|
$
|
(201.6
|
)
|
Amounts Recognized in Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
$
|
17.1
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other accrued liabilities
|
|
(10.9
|
)
|
|
(10.6
|
)
|
|
(18.4
|
)
|
|
(21.8
|
)
|
||||
Other noncurrent liabilities
|
|
(571.3
|
)
|
|
(936.0
|
)
|
|
(138.5
|
)
|
|
(179.8
|
)
|
||||
Net Amount Recognized
|
|
$
|
(565.1
|
)
|
|
$
|
(943.6
|
)
|
|
$
|
(156.9
|
)
|
|
$
|
(201.6
|
)
|
Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax)
|
|
|
|
|
|
|
|
|
||||||||
Actuarial net loss (gain)
|
|
$
|
174.2
|
|
|
$
|
373.0
|
|
|
$
|
(9.0
|
)
|
|
$
|
23.9
|
|
Net prior service cost (benefit)
|
|
16.0
|
|
|
13.4
|
|
|
(4.6
|
)
|
|
(11.6
|
)
|
||||
Total
|
|
$
|
190.2
|
|
|
$
|
386.4
|
|
|
$
|
(13.6
|
)
|
|
$
|
12.3
|
|
Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 28, 2017 and May 29, 2016
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
|
3.90
|
%
|
|
3.83
|
%
|
|
3.33
|
%
|
|
3.18
|
%
|
||||
Long-term rate of compensation increase
|
|
3.63
|
%
|
|
3.66
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
2017
|
|
2016
|
||||
Projected benefit obligation
|
|
$
|
3,433.6
|
|
|
$
|
3,809.5
|
|
Accumulated benefit obligation
|
|
3,357.1
|
|
|
3,734.6
|
|
||
Fair value of plan assets
|
|
2,851.4
|
|
|
2,862.9
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
56.9
|
|
|
$
|
93.8
|
|
|
$
|
88.5
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
Interest cost
|
116.8
|
|
|
159.8
|
|
|
161.3
|
|
|
4.6
|
|
|
7.5
|
|
|
9.9
|
|
||||||
Expected return on plan assets
|
(207.4
|
)
|
|
(259.9
|
)
|
|
(267.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (benefit)
|
2.6
|
|
|
2.7
|
|
|
3.7
|
|
|
(6.6
|
)
|
|
(7.8
|
)
|
|
(7.9
|
)
|
||||||
Special termination benefits
|
1.5
|
|
|
25.6
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial loss
|
1.2
|
|
|
348.5
|
|
|
6.9
|
|
|
0.5
|
|
|
0.1
|
|
|
3.5
|
|
||||||
Settlement loss
|
13.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss
|
1.7
|
|
|
0.3
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit cost — Company plans
|
(12.9
|
)
|
|
370.8
|
|
|
0.9
|
|
|
(1.2
|
)
|
|
0.2
|
|
|
6.1
|
|
||||||
Pension benefit cost — multi-employer plans
|
12.0
|
|
|
42.9
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total benefit cost
|
$
|
(0.9
|
)
|
|
$
|
413.7
|
|
|
$
|
13.3
|
|
|
$
|
(1.2
|
)
|
|
$
|
0.2
|
|
|
$
|
6.1
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net actuarial gain (loss)
|
|
$
|
183.1
|
|
|
$
|
(390.5
|
)
|
|
$
|
32.4
|
|
|
$
|
(8.0
|
)
|
Amendments
|
|
(5.5
|
)
|
|
(2.0
|
)
|
|
(0.4
|
)
|
|
(5.6
|
)
|
||||
Amortization of prior service cost (benefit)
|
|
2.9
|
|
|
2.7
|
|
|
(6.6
|
)
|
|
(7.8
|
)
|
||||
Settlement loss
|
|
13.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
|
1.2
|
|
|
348.5
|
|
|
0.5
|
|
|
0.1
|
|
||||
Net amount recognized
|
|
$
|
195.5
|
|
|
$
|
(41.3
|
)
|
|
$
|
25.9
|
|
|
$
|
(21.3
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
|
3.83
|
%
|
|
4.10
|
%
|
|
4.15
|
%
|
|
3.18
|
%
|
|
3.50
|
%
|
|
3.65
|
%
|
Long-term rate of return on plan assets
|
|
7.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Long-term rate of compensation increase
|
|
3.66
|
%
|
|
3.70
|
%
|
|
4.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Prior service cost (benefit)
|
|
$
|
2.9
|
|
|
$
|
(3.4
|
)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
1.0
|
|
|
$
|
94.0
|
|
|
$
|
—
|
|
|
$
|
95.0
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
494.0
|
|
|
13.7
|
|
|
—
|
|
|
507.7
|
|
||||
International equity securities
|
|
249.9
|
|
|
13.2
|
|
|
—
|
|
|
263.1
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
|
51.1
|
|
|
224.3
|
|
|
—
|
|
|
275.4
|
|
||||
Corporate bonds
|
|
4.4
|
|
|
279.5
|
|
|
—
|
|
|
283.9
|
|
||||
Mortgage-backed bonds
|
|
63.3
|
|
|
6.2
|
|
|
—
|
|
|
69.5
|
|
||||
Real estate funds
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
||||
Multi-strategy hedge funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Master limited partnerships
|
|
173.5
|
|
|
—
|
|
|
—
|
|
|
173.5
|
|
||||
Private natural resources funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net receivables for unsettled transactions
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Fair value measurement of pension plan assets in the fair value hierarchy
|
|
$
|
1,047.4
|
|
|
$
|
630.9
|
|
|
$
|
—
|
|
|
$
|
1,678.3
|
|
Investments measured at net asset value
|
|
|
|
|
|
|
|
1,305.3
|
|
|||||||
Total pension plan assets
|
|
|
|
|
|
|
|
|
|
|
$
|
2,983.6
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
0.9
|
|
|
$
|
73.4
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
453.5
|
|
|
13.2
|
|
|
—
|
|
|
466.7
|
|
||||
International equity securities
|
|
267.5
|
|
|
12.5
|
|
|
—
|
|
|
280.0
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
|
43.3
|
|
|
228.4
|
|
|
—
|
|
|
271.7
|
|
||||
Corporate bonds
|
|
23.6
|
|
|
226.6
|
|
|
—
|
|
|
250.2
|
|
||||
Mortgage-backed bonds
|
|
58.1
|
|
|
56.3
|
|
|
—
|
|
|
114.4
|
|
||||
Real estate funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Multi-strategy hedge funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Master limited partnerships
|
|
155.8
|
|
|
—
|
|
|
—
|
|
|
155.8
|
|
||||
Private natural resources funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net receivables for unsettled transactions
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
||||
Fair value measurement of pension plan assets in the fair value hierarchy
|
|
$
|
1,005.9
|
|
|
$
|
610.4
|
|
|
$
|
—
|
|
|
$
|
1,616.3
|
|
Investments measured at net asset value
|
|
|
|
|
|
|
|
1,343.1
|
|
|||||||
Total pension plan assets
|
|
|
|
|
|
|
|
$
|
2,959.4
|
|
|
|
May 28, 2017
|
|
May 29, 2016
|
|
Target
Allocation |
||
Equity securities
|
|
39
|
%
|
|
36
|
%
|
|
25% - 45%
|
Debt securities
|
|
25
|
%
|
|
22
|
%
|
|
14% - 24%
|
Real estate funds
|
|
11
|
%
|
|
14
|
%
|
|
1% - 19%
|
Multi-strategy hedge funds
|
|
11
|
%
|
|
16
|
%
|
|
5% - 25%
|
Private equity
|
|
4
|
%
|
|
3
|
%
|
|
3% - 13%
|
Other
|
|
10
|
%
|
|
9
|
%
|
|
3% - 30%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
Assumed Health Care Cost Trend Rates at:
|
|
May 28, 2017
|
|
May 29, 2016
|
||
Initial health care cost trend rate
|
|
8.44
|
%
|
|
9.0
|
%
|
Ultimate health care cost trend rate
|
|
4.5
|
%
|
|
4.5
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2024
|
|
|
2024
|
|
|
|
One Percent
Increase
|
|
One Percent
Decrease
|
||||
Effect on total service and interest cost
|
|
$
|
0.4
|
|
|
$
|
(0.3
|
)
|
Effect on postretirement benefit obligation
|
|
8.1
|
|
|
(7.3
|
)
|
|
|
Pension Benefits
|
|
Health Care and Life Insurance
Benefits
|
||||
2018
|
|
$
|
196.3
|
|
|
$
|
18.7
|
|
2019
|
|
190.3
|
|
|
17.4
|
|
||
2020
|
|
192.0
|
|
|
16.1
|
|
||
2021
|
|
194.8
|
|
|
14.9
|
|
||
2022
|
|
196.9
|
|
|
13.7
|
|
||
Succeeding 5 years
|
|
1,016.8
|
|
|
52.3
|
|
a.
|
Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c.
|
If the Company ceases to have an obligation to contribute to a multiemployer plan in which it had been a contributing employer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of the Company’s participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability.
|
•
|
The “EIN / PN” column provides the Employer Identification Number and the three-digit plan number assigned to a plan by the Internal Revenue Service.
|
•
|
The most recent Pension Protection Act Zone Status available for 2016 and 2015 is for plan years that ended in calendar years 2016 and 2015, respectively. The zone status is based on information provided to the Company by each plan. A plan in the “red” zone has been determined to be in “critical status”, based on criteria established under the Internal Revenue Code (“Code”), and is generally less than
65%
funded. A plan in the “yellow” zone has been determined to be in “endangered status”, based on criteria established under the Code, and is generally less than
80%
funded. A plan in the “green” zone has been determined to be neither in “critical status” nor in “endangered status”, and is generally at least
80%
funded.
|
•
|
The “FIP/RP Status Pending/Implemented” column indicates whether a Funding Improvement Plan, as required under the Code to be adopted by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented by the plan as of the end of the plan year that ended in calendar year 2016.
|
•
|
Contributions by the Company are the amounts contributed in the Company’s fiscal periods ending in the specified year.
|
•
|
The “Surcharge Imposed” column indicates whether the Company contribution rate for its fiscal year that ended on
May 28, 2017
included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status”, in accordance with the requirements of the Code.
|
•
|
The last column lists the expiration dates of the collective bargaining agreements pursuant to which the Company contributes to the plans.
|
|
|
Pension Protection Act
Zone Status
|
FIP /
RP Status Pending / Implemented |
Contributions by
the Company
(millions)
|
|
Expiration
Dates of
Collective
Bargaining
Agreements
|
|||||||
Pension Fund
|
EIN / PN
|
2016
|
2015
|
FY17
|
FY16
|
FY15
|
Surcharge
Imposed
|
||||||
Bakery and Confectionary Union and Industry International Pension Plan
|
52-6118572
/ 001 |
Red, Critical and Declining
|
Red
|
RP Implemented
|
$
|
1.8
|
|
$
|
3.1
|
|
$3.7
|
No
|
2/28/2020
|
Central States, Southeast and Southwest Areas Pension Fund
|
36-6044243
/ 001 |
Red, Critical and Declining
|
Red
|
RP Implemented
|
1.8
|
|
1.9
|
|
2.0
|
No
|
5/31/2020
|
||
National Conference of Fireman & Oilers National Pension Fund
|
52-6085445 / 003
|
Yellow
|
Yellow
|
FIP Implemented
|
—
|
|
—
|
|
0.6
|
No
|
withdrew in 2015
|
||
Western Conference of Teamsters Pension Plan
|
91-6145047
/ 001 |
Green
|
Green
|
N/A
|
4.0
|
|
5.4
|
|
4.9
|
No
|
06/30/2018
|
||
Other Plans
|
0.4
|
|
0.7
|
|
0.8
|
|
|
||||||
Total Contributions
|
$
|
8.0
|
|
$11.1
|
$12.0
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|||||||||
Derivative assets
|
$
|
2.0
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
Available-for-sale securities
|
3.5
|
|
3.5
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||
Total assets
|
$
|
5.5
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
5.8
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
Deferred compensation liabilities
|
47.2
|
|
|
—
|
|
|
—
|
|
|
47.2
|
|
|||||
Total liabilities
|
$
|
47.2
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
48.5
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
3.3
|
|
|
$
|
20.8
|
|
|
$
|
—
|
|
|
$
|
24.1
|
|
Available-for-sale securities
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||
Total assets
|
$
|
6.3
|
|
|
$
|
20.8
|
|
|
$
|
—
|
|
|
$
|
27.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
Deferred compensation liabilities
|
40.0
|
|
|
—
|
|
|
—
|
|
|
40.0
|
|
||||
Total liabilities
|
$
|
40.0
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
40.6
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
|
|
|
|
||||||
Grocery & Snacks
|
$
|
3,208.8
|
|
|
$
|
3,377.1
|
|
|
$
|
3,509.9
|
|
Refrigerated & Frozen
|
2,652.7
|
|
|
2,867.8
|
|
|
2,986.6
|
|
|||
International
|
816.0
|
|
|
846.6
|
|
|
942.7
|
|
|||
Foodservice
|
1,078.3
|
|
|
1,104.5
|
|
|
1,120.1
|
|
|||
Commercial
|
71.1
|
|
|
468.1
|
|
|
474.7
|
|
|||
Total net sales
|
$
|
7,826.9
|
|
|
$
|
8,664.1
|
|
|
$
|
9,034.0
|
|
Operating profit
|
|
|
|
|
|
||||||
Grocery & Snacks
|
$
|
653.7
|
|
|
$
|
592.9
|
|
|
$
|
589.9
|
|
Refrigerated & Frozen
|
445.8
|
|
|
420.4
|
|
|
376.3
|
|
|||
International
|
(168.9
|
)
|
|
66.7
|
|
|
90.3
|
|
|||
Foodservice
|
105.1
|
|
|
97.7
|
|
|
109.4
|
|
|||
Commercial
|
202.6
|
|
|
45.4
|
|
|
43.5
|
|
|||
Total operating profit
|
$
|
1,238.3
|
|
|
$
|
1,223.1
|
|
|
$
|
1,209.4
|
|
Equity method investment earnings
|
71.2
|
|
|
66.1
|
|
|
79.4
|
|
|||
General corporate expenses
|
313.3
|
|
|
818.5
|
|
|
296.6
|
|
|||
Interest expense, net
|
195.5
|
|
|
295.8
|
|
|
328.2
|
|
|||
Income tax expense
|
254.7
|
|
|
46.4
|
|
|
212.7
|
|
|||
Income from continuing operations
|
$
|
546.0
|
|
|
$
|
128.5
|
|
|
$
|
451.3
|
|
Less: Net income attributable to noncontrolling interests of continuing operations
|
1.9
|
|
|
1.9
|
|
|
2.5
|
|
|||
Income from continuing operations attributable to Conagra Brands, Inc.
|
$
|
544.1
|
|
|
$
|
126.6
|
|
|
$
|
448.8
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Shelf-stable
|
$
|
4,682.4
|
|
|
$
|
5,256.8
|
|
|
$
|
5,511.5
|
|
Temperature-controlled
|
3,144.5
|
|
|
3,407.3
|
|
|
3,522.5
|
|
|||
Total net sales
|
$
|
7,826.9
|
|
|
$
|
8,664.1
|
|
|
$
|
9,034.0
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net derivative gains (losses) incurred
|
$
|
0.6
|
|
|
$
|
(7.4
|
)
|
|
$
|
(70.8
|
)
|
Less: Net derivative gains (losses) allocated to reporting segments
|
5.7
|
|
|
(23.8
|
)
|
|
(46.2
|
)
|
|||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
(5.1
|
)
|
|
$
|
16.4
|
|
|
$
|
(24.6
|
)
|
Net derivative gains (losses) allocated to Grocery & Snacks
|
$
|
3.4
|
|
|
$
|
(14.4
|
)
|
|
$
|
(26.7
|
)
|
Net derivative gains (losses) allocated to Refrigerated & Frozen
|
0.8
|
|
|
(6.2
|
)
|
|
(11.8
|
)
|
|||
Net derivative gains (losses) allocated to International
|
1.6
|
|
|
(0.5
|
)
|
|
(4.0
|
)
|
|||
Net derivative losses allocated to Foodservice
|
—
|
|
|
(1.0
|
)
|
|
(3.4
|
)
|
|||
Net derivative losses allocated to Commercial
|
(0.1
|
)
|
|
(1.7
|
)
|
|
(0.3
|
)
|
|||
Net derivative gains (losses) included in segment operating profit
|
$
|
5.7
|
|
|
$
|
(23.8
|
)
|
|
$
|
(46.2
|
)
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||||||||||
Net sales
|
$
|
1,895.6
|
|
|
$
|
2,088.4
|
|
|
$
|
1,981.2
|
|
|
$
|
1,861.7
|
|
|
$
|
2,053.0
|
|
|
$
|
2,358.8
|
|
|
$
|
2,199.3
|
|
|
$
|
2,053.0
|
|
Gross profit
|
544.6
|
|
|
647.5
|
|
|
621.0
|
|
|
529.0
|
|
|
561.3
|
|
|
668.0
|
|
|
619.8
|
|
|
580.1
|
|
||||||||
Income (loss) from continuing operations, net of tax
|
98.6
|
|
|
114.3
|
|
|
179.5
|
|
|
153.6
|
|
|
93.6
|
|
|
80.1
|
|
|
71.4
|
|
|
(116.6
|
)
|
||||||||
Income (loss) from discontinued operations, net of tax
|
91.4
|
|
|
11.6
|
|
|
0.7
|
|
|
(1.7
|
)
|
|
(1,246.0
|
)
|
|
79.2
|
|
|
134.9
|
|
|
237.5
|
|
||||||||
Net income (loss) attributable to Conagra Brands, Inc.
|
186.2
|
|
|
122.1
|
|
|
179.7
|
|
|
151.3
|
|
|
(1,154.1
|
)
|
|
154.9
|
|
|
204.6
|
|
|
117.6
|
|
||||||||
Earnings per share (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
|
$
|
0.42
|
|
|
$
|
0.28
|
|
|
$
|
0.42
|
|
|
$
|
0.36
|
|
|
$
|
(2.68
|
)
|
|
$
|
0.36
|
|
|
$
|
0.46
|
|
|
$
|
0.27
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
|
$
|
0.42
|
|
|
$
|
0.28
|
|
|
$
|
0.41
|
|
|
$
|
0.36
|
|
|
$
|
(2.65
|
)
|
|
$
|
0.35
|
|
|
$
|
0.46
|
|
|
$
|
0.27
|
|
Dividends declared per common share (3)
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
Share price (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
48.39
|
|
|
$
|
48.68
|
|
|
$
|
41.16
|
|
|
$
|
41.50
|
|
|
$
|
45.49
|
|
|
$
|
42.75
|
|
|
$
|
42.70
|
|
|
$
|
46.43
|
|
Low
|
45.70
|
|
|
34.30
|
|
|
36.47
|
|
|
37.29
|
|
|
37.42
|
|
|
38.84
|
|
|
38.70
|
|
|
42.06
|
|
(1)
|
Basic and diluted earnings per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly earnings per share amounts may not agree with the total year.
|
(2)
|
Historical market prices do not reflect any adjustment for the impact of the Lamb Weston Spinoff.
|
(3)
|
Per share dividend declared in the third quarter and fourth quarter of fiscal 2017 includes impact of the Lamb Weston Spinoff.
|
/s/ SEAN M. CONNOLLY
Sean M. Connolly
President and Chief Executive Officer
July 21, 2017
|
/s/ David S. Marberger
David S. Marberger
Executive Vice President and Chief Financial Officer
July 21, 2017
|
Plan Category
|
|
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants, and Rights
(a)
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants, and
Rights
(b)
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
|
||||
Equity compensation plans approved by security holders (1)
|
|
9,331,192
|
|
|
$
|
27.13
|
|
|
32,454,565
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
9,331,192
|
|
|
$
|
27.13
|
|
|
32,454,565
|
|
(1)
|
Column (a) includes 937,719 shares that could be issued under performance shares outstanding at
May 28, 2017
. The performance shares are earned and common stock issued if pre-set financial objectives are met. Included are 498,137 shares for the fiscal 2015 through 2017 performance period and one-third of the 2018 performance period, for which the performance has been determined. For the remaining performance periods, actual shares issued may be equal to, less than, or greater than the number of outstanding performance shares included in column (a), depending on actual performance. Column (b) does not take these awards into account because they do not have an exercise price. The number of shares reflected in column (a) with respect to these performance shares for which the performance has not been determined assumes the vesting criteria will be achieved at target levels. Column (c) has not been reduced for the performance shares outstanding. Column (b) also excludes 1,556,450 restricted stock units and 517,893 deferral interests in deferred compensation plans that are included in column (a) but do not have an exercise price. The units vest and are payable in common stock after expiration of the time periods set forth in the related agreements. The interests in the deferred compensation plans are settled in common stock on the schedules selected by the participants.
|
|
|
|
|
Schedule
Number
|
Description
|
Page
Number
|
|
S-II
|
Valuation and Qualifying Accounts
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
99
|
|
|
CONAGRA BRANDS, INC.
|
|
|
|
|
|
By:
|
/s/ SEAN M. CONNOLLY
|
|
|
Sean M. Connolly
|
|
|
President and Chief Executive Officer
|
|
|
July 21, 2017
|
|
|
|
|
By:
|
/s/ DAVID S. MARBERGER
|
|
|
David S. Marberger
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
July 21, 2017
|
|
|
|
|
By:
|
/s/ ROBERT G. WISE
|
|
|
Robert G. Wise
|
|
|
Senior Vice President and Corporate Controller
|
|
|
July 21, 2017
|
Sean M. Connolly*
|
Director
|
Bradley A. Alford*
|
Director
|
Thomas K. Brown*
|
Director
|
Stephen G. Butler*
|
Director
|
Thomas W. Dickson*
|
Director
|
Steven F. Goldstone*
|
Director
|
Joie A. Gregor*
|
Director
|
Rajive Johri*
|
Director
|
Richard H. Lenny*
|
Director
|
Ruth Ann Marshall*
|
Director
|
Craig P. Omtvedt*
|
Director
|
|
By:
|
/s/ DAVID S. MARBERGER
|
|
|
David S. Marberger
|
|
|
Attorney-In-Fact
|
Description
|
|
Balance at
Beginning of Period |
|
Additions
Charged to Costs and Expenses |
|
Other
|
|
Deductions
from Reserves |
|
Balance at
Close of Period |
|||||||
Year ended May 28,2017
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful receivables
|
|
$
|
3.2
|
|
|
1.0
|
|
|
—
|
|
|
1.1
|
|
(2)
|
$
|
3.1
|
|
Year ended May 29,2016
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful receivables
|
|
$
|
3.0
|
|
|
1.1
|
|
|
(0.1
|
)
|
(1)
|
0.8
|
|
(2)
|
$
|
3.2
|
|
Year ended May 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful receivables
|
|
$
|
2.2
|
|
|
2.0
|
|
|
(0.1
|
)
|
(1)
|
1.1
|
|
(2)
|
$
|
3.0
|
|
(1)
|
Primarily translation incurred during fiscal 2016 and 2015.
|
(2)
|
Bad debts charged off and adjustments to previous reserves, less recoveries.
|
EXHIBIT
|
|
DESCRIPTION
|
|
|
|
*2.2
|
|
Master Agreement, dated as of March 4, 2013, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, CHS Inc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit 2.2 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
*2.2.1
|
|
Amendment No. 1 to Master Agreement, dated April 30, 2013, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, CHS Inc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit 2.2.1 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
*2.2.2
|
|
Acknowledgment and Amendment No. 2 to Master Agreement, dated May 31, 2013, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, CHS Inc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit 2.2.2 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
*2.2.3
|
|
Acknowledgment and Amendment No. 3 to Master Agreement, dated as of July 24, 2013, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein by reference to Exhibit 2.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 23, 2014
|
|
|
|
*2.2.4
|
|
Acknowledgment and Amendment No. 4 to Master Agreement, dated as of March 27, 2014, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein by reference to Exhibit 2.2.4 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 25, 2014
|
|
|
|
*2.2.5
|
|
Acknowledgment and Amendment No. 5 to Master Agreement, dated as of May 25, 2014, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein by reference to Exhibit 2.2.5 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 25, 2014
|
|
|
|
*2.3
|
|
Stock Purchase Agreement, dated as of November 1, 2015, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and TreeHouse Foods, Inc., incorporated herein by reference to Exhibit 2.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on November 2, 2015
|
|
|
|
*2.3.1
|
|
First Amendment to Stock Purchase Agreement, dated as of January 29, 2016, by and between Bay Valley Foods LLC (as successor in interest to TreeHouse Foods, Inc.) and Conagra Brands, Inc.
|
|
|
|
2.3.2
|
|
Second Amendment to Stock Purchase Agreement, dated as of February 14, 2017, by and between Bay Valley Foods LLC and Conagra Brands, Inc., incorporated herein by reference to Exhibit 2.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 26, 2017
|
|
|
|
*2.4
|
|
Separation and Distribution Agreement, dated as of November 8, 2016, by and between Conagra Brands, Inc. (formerly known as ConAgra Foods, Inc.) and Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 2.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on November 10, 2016
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on November 10, 2016
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 23, 2017
|
|
|
|
4.1
|
|
Indenture, dated as of October 8, 1990, between Conagra Brands, Inc. (formerly 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 Brands’ Registration Statement on Form S-3 (Registration No. 033-36967)
|
|
|
|
**10.1
|
|
ConAgra Foods, Inc. Amended and Restated Non-Qualified CRISP Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.1.1
|
|
Amendment One dated November 29, 2010 to the ConAgra Foods, Inc. Amended and Restated Non-Qualified CRISP Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.2
|
|
ConAgra Foods, Inc. Non-Qualified Pension Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.2.1
|
|
Amendment One dated December 3, 2009 to ConAgra Foods, Inc. Nonqualified Pension Plan, incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 28, 2010
|
|
|
|
**10.2.2
|
|
Amendment Two dated November 29, 2010 to the ConAgra Foods, Inc. Non-Qualified Pension Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.2.3
|
|
Amendment Three to ConAgra Foods, Inc. Nonqualified Pension Plan (January 1, 2009 Restatement), dated December 22, 2016, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 26, 2017
|
|
|
|
**10.3
|
|
ConAgra Foods, Inc. Directors’ Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.4 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.3.1
|
|
Amendment One dated December 10, 2010 to ConAgra Foods, Inc. Directors’ Deferred Compensation Plan (September, 2009 Restatement), incorporated herein by reference to Exhibit 10.4 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.4
|
|
ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.4.1
|
|
Amendment One dated December 3, 2009 to the ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 28, 2010
|
|
|
|
**10.4.2
|
|
Amendment Two dated November 29, 2010 to ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.4.3
|
|
Amendment Three dated March 6, 2013 to ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 24, 2013
|
|
|
|
**10.4.4
|
|
Amendment Four dated May 21, 2013 to ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.4.4 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
**10.4.5
|
|
Amendment Five dated December 9, 2013 to ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 23, 2014
|
|
|
|
**10.4.6
|
|
Amendment Six to ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (January 1, 2009 Restatement), dated December 22, 2016, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 26, 2017
|
|
|
|
**10.5
|
|
ConAgra Foods 2006 Stock Plan, incorporated herein by reference to Exhibit 10.10 of ConAgra Brands' annual report on Form 10-K for the fiscal year ended May 28, 2006
|
|
|
|
**10.5.1
|
|
Form of Stock Option Agreement for Non-Employee Directors (ConAgra Foods 2006 Stock Plan), incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on October 3, 2006
|
|
|
|
**10.5.2
|
|
Form of Stock Option Agreement for Employees (ConAgra Foods 2006 Stock Plan), incorporated herein by reference to Exhibit 10.25 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 26, 2006
|
|
|
|
**10.5.3
|
|
Form of Restricted Stock Award Agreement (ConAgra Foods 2006 Stock Plan), incorporated herein by reference to Exhibit 10.26 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 26, 2006
|
|
|
|
**10.5.4
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2006 Stock Plan), incorporated herein by reference to Exhibit 10.27 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 26, 2006
|
|
|
|
**10.5.4.1
|
|
Amendment One to Restricted Stock Unit Agreement (ConAgra Foods 2006 Stock Plan) (Pre-July 2007), incorporated herein by reference to Exhibit 10.12 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.5.5
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2006 Stock Plan) (Post-July 2007), incorporated herein by reference to Exhibit 10.13 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.6
|
|
ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on September 28, 2009
|
|
|
|
**10.6.1
|
|
Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for Non-Employee Directors under the ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.5 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 30, 2009
|
|
|
|
**10.6.2
|
|
Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for Employees, incorporated herein by reference to Exhibit 10.4 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 30, 2009
|
|
|
|
**10.6.3
|
|
Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for certain named executive officers, incorporated herein by reference to Exhibit 10.6 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 30, 2009
|
|
|
|
**10.6.4
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2009 Stock Plan), incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 30, 2009
|
|
|
|
**10.6.4.1
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2009 Stock Plan) (Choice Program), incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 29, 2010
|
|
|
|
**10.6.4.2
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2009 Stock Plan) (Choice Program-post November 2010), incorporated herein by reference to Exhibit 10.5 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.6.5
|
|
Form of Restricted Stock Unit Agreement for stock settled RSUs (ConAgra Foods 2009 Stock Plan post July 2012), incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 26, 2012
|
|
|
|
**10.6.6
|
|
Form of Restricted Stock Unit Agreement (ConAgra Foods 2009 Stock Plan) (Ralcorp Transaction), incorporated herein by reference to Exhibit 10.10.6 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 26, 2013
|
|
|
|
**10.6.7
|
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors (ConAgra Foods 2009 Stock Plan), incorporated herein by reference to Exhibit 10.6 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.6.8
|
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors (ConAgra Foods 2009 Stock Plan) (post July 2012), incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended August 26, 2012
|
|
|
|
**10.7
|
|
ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on September 22, 2014
|
|
|
|
**10.7.1
|
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.10.1 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015
|
|
|
|
**10.7.2
|
|
Form of Restricted Stock Unit Agreement (Cash-Settled) under the ConAgra Foods, Inc. 2014 Stock Plan (Pre-July 2017), incorporated herein by reference to Exhibit 10.10.2 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015
|
|
|
|
**10.7.3
|
|
Form of Restricted Stock Unit Agreement (Cash-Settled) under the ConAgra Foods, Inc. 2014 Stock Plan (Pre-July 2017), incorporated herein by reference to Exhibit 10.10.2 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015
|
|
|
|
**10.7.4
|
|
Form on Nonqualified Stock Option Agreement for Employees under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.10.4 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015
|
|
|
|
**10.7.5
|
|
Form of Retention Restricted Stock Unit Agreement (Stock Settled) under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for quarter ended August 30, 2015
|
|
|
|
**10.8
|
|
ConAgra Foods Executive Incentive Plan, as amended and restated, incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on September 28, 2009
|
|
|
|
**10.9
|
|
ConAgra Foods, Inc. 2014 Executive Incentive Plan incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on September 22, 2014
|
|
|
|
**10.10
|
|
ConAgra Foods, Inc. 2008 Performance Share Plan, effective July 16, 2008, incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Quarterly Report on Form 10-Q for quarter ended August 24, 2008
|
|
|
|
**10.11
|
|
CEO Performance Share Plan for Transitional Awards, effective February 12, 2015, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on February 12, 2015
|
|
|
|
**10.12
|
|
CSCO Performance Share Plan for Transitional Awards, effective September 24, 2015
|
|
|
|
**10.13
|
|
Amendment to Certain Equity Awards and Agreements Pursuant to the ConAgra Foods Inc. 2015 Voluntary Retirement Program and 2015 SG&A Reduction Program, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 29, 2015
|
|
|
|
**10.14
|
|
ConAgra Foods, Inc. Deferred Compensation Plan Requirements dated December 10, 2010, incorporated herein by reference to Exhibit 10.7 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 27, 2011
|
|
|
|
**10.15
|
|
Form of Amended and Restated Change of Control Agreement between ConAgra Foods and its executives (pre September 2011), incorporated herein by reference to Exhibit 10.14 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended November 23, 2008
|
|
|
|
**10.16
|
|
Form of Change of Control Agreement between ConAgra Foods and its executives (post September 2011), as amended and restated on February 18, 2015, incorporated herein by reference to Exhibit 10.16.1 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015
|
|
|
|
**10.17
|
|
Change of Control Agreement, dated as of February 12, 2015, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on February 12, 2015
|
|
|
|
**10.18
|
|
Employment Agreement, dated as of February 12, 2015, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on February 12, 2015
|
|
|
|
**10.18.1
|
|
Amendment to Employment Agreement dated December 31, 2015, effective January 1, 2016, by and between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the quarter ended February 28, 2016
|
|
|
|
**10.19
|
|
Form of Executive Time Sharing Agreement, as adopted on February 18, 2015, incorporated herein by reference to Exhibit 10.17 of Conagra Brands’ Annual Report on Form 10-K for the fiscal year ended May 31, 2015
|
|
|
|
**10.20
|
|
Letter Agreement, by and between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and David Marberger, dated as of July 13, 2016, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Quarterly Report on Form 10-Q for the Quarter Ended August 28, 2016
|
|
|
|
**10.21
|
|
Transition and Non-Competition Agreement, dated August 29, 2016, by and between Conagra Brands, Inc. and John F. Gehring, incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on September 2, 2016
|
|
|
|
**10.21.1
|
|
Interim Position and Non-Compete Agreement, dated as of September 28, 2016, by and between Conagra Brands, Inc. and John Gehring, incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Quarterly Report on Form 10-Q for the Quarter Ended November 27, 2016
|
|
|
|
**10.22
|
|
Letter Agreement, dated September 10, 2015, by and between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and David Biegger
|
|
|
|
**10.23
|
|
Separation Agreement with Albert Bolles, Ph.D., dated August 11, 2015, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on August 14, 2015
|
|
|
|
10.24
|
|
Revolving Credit Agreement, dated as of February 16, 2017, among Conagra Brands, Inc., Bank of America N.A., as administrative agent and a lender, JPMorgan Chase Bank, N.A. as syndication agent and a lender, and other financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on February 17, 2017
|
|
|
|
10.25
|
|
Letter Agreement, entered into as of January 15, 2016, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Bank of America, N.A., as lender, incorporated herein by reference to Exhibit 10.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on January 20, 2016
|
|
|
|
10.26
|
|
Letter Agreement, entered into as of January 15, 2016, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Goldman Sachs Bank USA, as lender, incorporated herein by reference to Exhibit 10.2 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on January 20, 2016
|
|
|
|
10.27
|
|
Letter Agreement, entered into as of January 15, 2016, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Wells Fargo Bank, National Association, as lender, incorporated herein by reference to Exhibit 10.3 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on January 20, 2016
|
|
|
|
10.28
|
|
Cooperation Agreement, dated as of July 8, 2015, between JANA Partners LLC and Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), incorporated herein by reference to Exhibit 99.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on July 8, 2015
|
|
|
|
10.28.1
|
|
Amended and Restated Cooperation Agreement, dated as of May 27, 2016, between JANA Partners LLC and Conagra Brands, Inc., incorporated herein by reference to Exhibit 99.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 31, 2016
|
|
|
|
10.28.2
|
|
Letter Agreement, dated May 10, 2017, between JANA Partners LLC and Conagra Brands, Inc. incorporated herein by reference to Exhibit 99.1 of Conagra Brands’ Current Report on Form 8-K filed with the SEC on May 15, 2017
|
|
|
|
10.29
|
|
Tax Matters Agreement, dated as of November 8, 2016, by and between Conagra Brands, Inc. and Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 10.1 to Conagra Brands’ Current Report on Form 8-K filed with the SEC on November 10, 2016
|
|
|
|
(b)
|
A new Section 5.13 is hereby inserted into the Purchase Agreement
|
(d)
|
A new Section 9.22 is hereby inserted into the Purchase Agreement: Section 9.22.
Other Matters
. Buyer and Seller further agree as follows:
|
CONAGRA FOODS, INC.
|
|
|
|
|
|
By:
|
/s/ Colleen Batcheler
|
|
Name: Colleen Batcheler
|
|
Title: Executive Vice President,
|
|
General Counsel & Corporate Secretary
|
|
|
|
|
|
BAY VALLEY FOODS, LLC
|
|
|
|
|
By:
|
/s/ Thomas E. O'Neill
|
|
Name: Thomas E. O'Neill
|
|
Title: Executive Vice President
|
|
and General Counsel
|
4.1
|
No later than 90 days after the commencement of each Performance Period, the Committee shall establish an award schedule that sets forth a range of Performance Targets and the related Performance Shares that may be earned by each Participant. The Committee may establish different award schedules for different Participants and/or groups of Participants and/or for different executive levels.
|
4.2
|
Unless the Committee determines otherwise with respect to any General Award or Qualified Performance-Based Award, the range of Performance Targets that shall determine the Performance Shares earned shall be based upon Company diluted earnings per share (EPS), Company earnings before interest and taxes (EBIT) and Company return on average invested capital (ROAIC) measured over the Performance Period, each as defined in the definition section at the end of this Plan.
|
6.1
|
Within 60 days after the end of each Performance Period, for each award that has been made subject to a Performance Target, the Committee shall determine whether, and to what extent, the Performance Target for such Performance Period has been satisfied.
|
6.2
|
With respect to any Performance Target applicable to a Qualified Performance-Based Award, no Performance Shares will be delivered or considered earned until the Committee has made a final written certification that a Performance Target established to ensure Code Section 162(m) compliance has been satisfied. In addition, prior to delivering the Performance Shares, the Committee shall complete the exercise of its Negative Discretion, if desired.
|
6.3
|
In determining satisfaction of any Performance Target, the Committee shall measure performance in accordance with United States generally accepted accounting principles, if applicable; provided that, the Committee may determine whether to include or exclude any material changes that occur during an applicable Performance Period, including, without limitation: (a) asset write-downs; (b) litigation or claim adjudication, judgments or settlements; (c) the effect of changes in tax or accounting standards or principles, or other laws, regulations or provisions affecting reported results; (d) changes in business, operations, corporate or capital structure; (e) extraordinary, unusual and/or nonrecurring items; (f) mergers, acquisitions or divestitures; and (g) foreign exchange gains and losses. In addition, the Committee may adjust any Performance Target for the Performance Period as it deems equitable to recognize unusual or non-recurring events affecting the Company, changes in tax laws or accounting procedures, mergers and acquisitions and any other factors as the Committee may determine. In the case of Qualified Performance-Based Awards, such exclusions and adjustments may only apply to the extent the Committee specifies in writing (not later than the time Performance Targets are required to be established) which exclusions and adjustments the Committee will apply to determine whether a Performance Target has been satisfied, as well as an objective manner for applying them, or to the extent that the Committee determines that they may apply without adversely affecting the award’s status as a Qualified Performance-Based Award.
|
6.4
|
If applicable tax and/or securities laws change to permit Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval. In addition, in the event that the Committee determines that it is advisable to grant General Awards, the Committee may make such grants without satisfying the requirements of Code Section 162(m).
|
8.1
|
Termination for Reasons Other Than Death, Disability or Retirement
. A Participant who terminates employment with the Company and its Subsidiaries for any reason other than death, Disability or Retirement shall forfeit all awards hereunder that have not been paid at the date of termination, whether earned or not. Notwithstanding the preceding, if the Committee in its sole and absolute discretion deems it to be appropriate and in the best interest of the Company, the Committee may distribute Stock for all or some of the Performance Shares that are forfeited by a Participant (but only, in the case of a Qualified Performance-Based Award, to the extent the award has been certified by the Committee to have been earned). Such Performance Shares shall be distributed to the Participant at the time when they would have been distributed pursuant to Section 7 (or, if applicable, Section 10) had the Participant remained employed with the Company through such time of distribution.
|
8.2
|
Disability or Retirement
.
In the event of a Participant’s termination due to Disability or Retirement, a distribution shall be made of a pro rata share of the Performance Shares that would have been earned for the full performance period (but only, in the case of a Qualified Performance-Based Award, to the extent the award has been certified by the Committee to have been earned), prorated based upon the full number of fiscal years completed during the Performance Period as of the Participant’s termination date. Such Performance Shares shall be distributed to the Participant at the time when they would have been distributed pursuant to Section 7 (or, if applicable, Section 10) had the Participant remained employed with the Company through such time of distribution.
|
8.3
|
Death
.
In the event of a Participant’s death, a distribution shall be made of a pro rata share of the targeted Performance Shares, based upon the full number of years completed during the Performance Period. The payment shall be made within 2 ½ months after the date of death.
|
12.1
|
Nontransferability of Awards
.
Except as otherwise provided by the Committee, no awards granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
|
12.2
|
Beneficiary Designation
.
Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingent or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed in writing with the Committee. In the absence of any such designation, awards outstanding at death will be paid to the Participant’s surviving spouse, if any, or otherwise to the Participant’s estate.
|
12.3
|
No Guarantee of Employment or Participation
.
Nothing in the Plan shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment at any time, nor confer upon any individual any right to continue in the employ of the Company or any Subsidiary. No employee shall have a right to be selected as a Participant, or, having been so selected, to receive any future awards or to continue as a Participant.
|
12.4
|
Tax Withholding
.
The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local withholding tax requirements on any award under the Plan, and the Company may defer issuance of Stock until such requirements are satisfied. In the alternative, the Committee may withhold shares of Stock that would otherwise be delivered to the Participant, having an aggregate fair market value, determined as of the date the obligation to withhold or pay taxes arises in connection with a distribution, in the amount necessary to satisfy the minimum applicable withholding obligation.
|
12.5
|
Agreements with Company
.
An award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole and absolute discretion, prescribe. The terms and conditions of any award to any Participant shall be reflected in such form of written document as is determined by the Committee or its designee.
|
12.6
|
Code § 409A
.
Unless the Committee expressly determines otherwise, Performance Shares are intended to be exempt from Code Section 409A as short-term deferrals and, accordingly, the terms of any Performance Shares award shall be construed to preserve such exemption. To the extent the Committee determines that Code Section 409A applies to a particular award granted under the Plan, then the terms of the award shall be construed to permit the award to comply with Code Section 409A. In the event that the Plan or any award shall be deemed not to comply with Code Section 409A, then neither the Company, the Committee, the Board nor its or their designees or agents shall be liable to any Participant or other persons for actions, decisions or determinations made in good faith.
|
12.7
|
Unfunded Plan
.
The plan shall be unfunded and no trust is required to be established with respect to the Plan. Bookkeeping accounts may be established with respect to Participants who are granted Performance Shares under the Plan, but any such accounts shall be used merely as a bookkeeping convenience.
|
12.8
|
Requirements of Law
.
The granting of Performance Shares and the issuance of shares of Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required.
|
12.9
|
Changes in Stock
.
In the event of any change in the outstanding Stock by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off reorganization, combination or exchange of shares, or other similar corporate change, then the Committee shall adjust the number or kind of Performance Shares or target Performance Shares of a Participant or the measures of performance. Any such adjustments shall be conclusive and binding for all purposes of the Plan. The Committee shall have full and final discretion to determine the manner in which such adjustment(s) are made.
|
12.10
|
Facility of Payments
. If a Participant shall, at the time payment of an amount is due, be incapacitated so that he cannot legally receive or acknowledge receipt of the payment, then the Committee, in its sole and absolute discretion, may direct that the payment be made to the legal guardian, attorney-in-fact or person with whom such recipient is residing, and such payment shall be in full satisfaction of the Company’s obligation under the Plan with respect to such amount.
|
12.11
|
Governing Law
.
The Plan shall be construed and its provisions enforced and administered in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws, and in accordance with applicable federal laws.
|
12.12
|
Gender and Number
.
Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and words in the plural shall include the singular.
|
12.13
|
Severability
.
If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
|
12.14
|
Binding Effect
.
The Plan shall be binding upon the Company, its successors and assigns, and Participants, their legal representatives, executors, administrators and beneficiaries.
|
16.1
|
“Board”
means the Board of Directors of the Company.
|
16.2
|
“
Change of Control
” means:
|
(i)
|
Individuals who constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or
|
(ii)
|
Consummation of a reorganization, merger, or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of its assets.
|
16.3
|
“Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a particular Code section herein shall be deemed to include all related regulations, interpretations or other United States Department of Treasury guidance.
|
16.4
|
“Committee”
means the Human Resources Committee of the Board, or its successor, or such other committee of the Board to which the Board delegates power to act under or pursuant to the provisions of the Plan.
|
16.5
|
“Covered Employees”
means a “covered employee” as defined in Code Section 162(m).
|
16.6
|
“Disability”
means that the Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, is receiving income replacement benefits for a period of not less than three months under the Company’s long-term disability plan.
|
16.7
|
“EBIT”
means earnings before interest and taxes. Unless determined otherwise by the Committee when granting an award, EBIT shall be calculated by adding (i) interest expense, net and (ii) income tax expense, to (iii) income from continuing operations, as adjusted for unusual items.
|
16.8
|
“EPS”
means diluted earnings per share from continuing operations, as calculated in accordance with U.S. GAAP.
|
16.9
|
“General Award”
means an award that is not a Qualified Performance-Based Award.
|
16.10
|
“Negative Discretion”
means the discretion that the Committee may exercise to reduce (but not increase) the amount of the award that otherwise would be payable in connection with the attainment of the Performance Target. This discretion may be applied in the event that exceptional circumstances arise which, in the judgment of the Committee, would result in payouts not consistent with the intentions of the Committee at the inception of the plan or would otherwise cause the plan to operate in a manner inconsistent with the best interests of the Company.
|
16.11
|
“Participant”
shall mean the Chief Supply Chain Officer and any salaried employee of the Company who is chosen to participate in the Plan, as specified in Section 3.
|
16.12
|
“Performance Period”
means the period of at least one fiscal year for which the award is granted.
|
16.13
|
“Performance Shares”
means an award granted under this Plan, in an amount determined by the Committee and specified in an award agreement, stated with reference to a specified number of shares of Stock, that entitles the holder to receive shares of stock, subject to the terms of the Plan, any award agreement, and any other terms and conditions established by the Committee.
|
16.14
|
“Performance Target”
means one or more specified performance goals that are used in determining awards and Performance Shares earned by Participants. In the case of Qualified Performance-Based Awards, the Performance Target that is intended to permit the award to satisfy the performance based exception to the deductibility limitation of Code
|
16.15
|
“Qualified Performance-Based Award”
means an award (or a specified portion of an award) to a Participant that is intended to satisfy the requirements for “performance-based compensation” under Code Section 162(m). At the time award opportunities and Performance Targets are established for a Performance Period, the Committee shall designate in writing any award opportunity that is intended to allow a Participant to receive (upon satisfaction of the Performance Target and subject to Negative Discretion) a Qualified Performance-Based Award. Any such designation is irrevocable.
|
16.16
|
“Retirement”
means termination of employment from the Company or a Subsidiary on or after the earlier of (i) the Participant attains age 65, or (ii) the Participant has at least ten years of service and has attained age 55. For purposes of this Plan, years of service shall include any additional years of service provided to a Participant for pension purposes under the Company’s qualified or nonqualified retirement plan pursuant to the Participant’s written employment agreement with the Company or its Subsidiaries. If at the time of the Participant’s Retirement circumstances exist that would allow the Company to terminate the Participant for Cause, the Participant, for purposes of this Plan, shall be deemed to have terminated employment for purposes other than Death, Disability, or Retirement.
|
16.17
|
“ROAIC”
means the Company’s return on average invested capital, after tax. Unless determined otherwise by the Committee when granting an award, ROAIC shall be calculated by multiplying EBIT by 1 minus the Company’s tax rate and dividing this amount by average invested capital, all as adjusted for unusual items. Average invested
|
16.18
|
“Stock”
means the common stock of the Company, par value $5.00 per share.
|
16.19
|
“Subsidiary”
means any corporation, partnership, joint venture or other entity in which the Company owns, directly or indirectly, 25% or more of the voting power or of the capital interest or profits interest of such entity.
|
1)
|
Annual Salary:
$500,000 payable bi-weekly, less applicable tax withholding.
|
2)
|
Annual Incentive Plan:
You will be eligible to participate in the ConAgra Foods annual incentive program, in accordance with the plan’s provisions as they exist from time-to-time. Your incentive opportunity will be targeted at 80% of your annual base salary and be prorated for fiscal 2016 based on the total days you are employed divided by 365.
|
3)
|
Sign-On:
You will receive a cash sign-on payment of $325,000, less required withholdings, payable within 30 days of your start date. Should you voluntarily terminate your employment within one year of your start date, you will be responsible for repaying 100% of this amount to the company.
|
4)
|
Restricted Stock Units:
Upon the approval of the Human Resources Committee of the Board of Directors (the “HR Committee”), and effective on the first trading day of the month following your start date, you will receive a grant of restricted stock units (RSUs) valued at
|
5)
|
Long Term Incentive:
You will be eligible to participate in the company’s executive long term incentive program. All grant recommendations are based upon individual and company performance and are subject to approval from the HR Committee. The annual
|
6)
|
Relocation Package:
You will be eligible for the ConAgra Foods Relocation Program, commencing on a date that is mutually agreeable, including a Transition Support payment of $20,000.00, which can be provided within 30 days of your start date. This is considered compensation and appropriate taxes will be withheld; however, this payment will be tax assisted (grossed-up).
|
7)
|
Vacation:
You will be eligible for four weeks of vacation.
|
8)
|
Stock Ownership Guidelines:
ConAgra Foods believes that senior management stock ownership demonstrates our commitment to our stockholders. As a member of senior management, you must maintain ownership of at least 3x (300%) of your annual base salary. There is no deadline for meeting your ownership guideline, but you may be limited in the amount of stock you can sell until you meet and maintain your guideline. In addition, as an executive officer of the company, you will be subject to insider trading and stock reporting policies, which will be provided to you in connection with your onboarding to the company.
|
9)
|
Change-in-Control
:
You will be eligible to be a signatory to a Change in Control Agreement, in the form currently approved by the HR Committee, with benefits payable at two times (2x) your salary and annual incentive.
|
10)
|
Contingency:
This offer is contingent upon approval of the HR Committee and confirmation with your current employer that you are under no restrictions that would prevent your employment with the company. To the extent such restrictions exist, we will work with your current employer to tailor your employment so that it does not conflict with any such restrictions. Once we receive confirmation that no restrictions exist, or we reach agreement with your current employer regarding the scope of your employment consistent with any restrictions, and all other conditions regarding your eligibility for employment have been satisfied, the terms of this offer will become effective.
|
11)
|
Pre-Employment Screening:
This offer is contingent upon your successful completion of our pre-employment drug screening and background screening.
|
/s/ David Biegger
|
|
September 10, 2015
|
|
Signature
|
|
Date
|
|
1.
|
Licensed Products
. Section 1.7 “Licensed Products” of the Agreement shall be replaced in its entirety with the following:
|
2.
|
Discontinued Licensed Products
. Section 1.4 “Discontinued Licensed Products” of the Agreement shall be replaced in its entirety with the following:
|
3.
|
Discontinued Foodservice Products
. The following shall be added as Section 1.4.1:
|
4.
|
Discontinued Beer Battered Onion Ring Products
. The following shall be added as Section 1.4.2:
|
5.
|
Discontinued Retail Products
. The following shall be added as Section 1.4.3:
|
6.
|
Scope of Licensed Products
.
Section 2.1(a) of the Agreement shall be replaced in its entirety with the following:
|
7.
|
Scope of Complementary Marks
. Section 2.1(b) of the Agreement shall be replaced in its entirety with the following:
|
8.
|
Scope of Discontinued Licensed Products
. Section 2.1(c) of the Agreement shall be replaced in its entirety with the following:
|
9.
|
Right of First Offer
. The following shall be added to the Agreement as Section 2.7:
|
10.
|
Defined Terms
. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
|
11.
|
Effect on Agreement
. Except as specifically amended hereby, all terms, provisions and conditions of the Agreement shall remain in full force and effect.
|
12.
|
Counterparts
. This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same instrument.
|
13.
|
Authority
. Each party represents and warrants that the individual executing this Amendment on its behalf is duly authorized to so execute this Amendment, and this Amendment, when executed and delivered by such party, shall constitute the valid and binding agreement of such party, enforceable in accordance with its terms.
|
Lamb Weston, Inc.
|
|
ConAgra Foods RDM, Inc.
|
|
|
|
/s/ Michael Smith
|
|
/s/ Tracy Beck
|
Signature
|
|
Signature
|
|
|
|
SVP Growth & Strategy
|
|
Vice President
|
Title
|
|
Title
|
|
|
|
April 5, 2017
|
|
May 17, 2017
|
Date
|
|
Date
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes and equity method investment earnings
|
$
|
729.5
|
|
|
$
|
108.8
|
|
|
$
|
584.6
|
|
|
$
|
376.0
|
|
|
$
|
491.8
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
225.7
|
|
|
328.4
|
|
|
361.7
|
|
|
420.4
|
|
|
308.3
|
|
|||||
Distributed income of equity method investees
|
68.3
|
|
|
40.4
|
|
|
79.3
|
|
|
0.2
|
|
|
1.4
|
|
|||||
Capitalized interest
|
(5.0
|
)
|
|
(7.8
|
)
|
|
(6.6
|
)
|
|
(13.6
|
)
|
|
(5.5
|
)
|
|||||
Earnings available for fixed charges (a)
|
$
|
1,018.5
|
|
|
$
|
469.8
|
|
|
$
|
1,019.0
|
|
|
$
|
783.0
|
|
|
$
|
796.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
199.2
|
|
|
$
|
297.0
|
|
|
$
|
329.2
|
|
|
$
|
380.8
|
|
|
$
|
278.2
|
|
Capitalized interest
|
5.0
|
|
|
7.8
|
|
|
6.6
|
|
|
13.6
|
|
|
5.5
|
|
|||||
One third of rental expense
(1)
|
21.5
|
|
|
23.6
|
|
|
25.9
|
|
|
26.0
|
|
|
24.6
|
|
|||||
Total fixed charges (b)
|
$
|
225.7
|
|
|
$
|
328.4
|
|
|
$
|
361.7
|
|
|
$
|
420.4
|
|
|
$
|
308.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges (a/b)
|
4.5
|
|
|
1.4
|
|
|
2.8
|
|
|
1.9
|
|
|
2.6
|
|
Subsidiary
|
Jurisdiction of Formation
|
ConAgra Foods AM Holding S.a.r.l. (owns 44% of one foreign entity)
|
Luxembourg
|
ConAgra Foods Canada, Inc. / Aliments ConAgra Canada, Inc. (owns 100% of one Canadian corporation)
|
Canada
|
ConAgra Foods Enterprise Services, Inc.
|
Delaware
|
ConAgra Foods Export Company, Inc.
|
Delaware
|
ConAgra Foods Packaged Foods, LLC (owns 100% of one domestic corporation)
|
Delaware
|
ConAgra Foods RDM, Inc.
|
Delaware
|
ConAgra Foods Sales, LLC
|
Delaware
|
ConAgra Grocery Products Company, LLC (owns 100% of two domestic corporations, 50% of one domestic corporation, 50% of one foreign entity, and less than1% of three foreign entities)
|
Delaware
|
ConAgra International, Inc. (owns 100% of one domestic limited liability company, 100% of two foreign entities, 98% of one foreign entity, 66% of one foreign entity, 18% of one foreign entity, and less than 1% of four foreign entities)
|
Delaware
|
ConAgra Limited/ConAgra Limitée (owns 100% of two Canadian corporations and 50% of one Canadian corporation)
|
Canada
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
May 28, 2017
of Conagra Brands, 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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: July 21, 2017
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/s/ SEAN M. CONNOLLY
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Sean M. Connolly
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K for the year ended
May 28, 2017
of Conagra Brands, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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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.
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Date: July 21, 2017
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/s/ David S. Marberger
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David S. Marberger
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|
Executive Vice President and Chief Financial Officer
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July 21, 2017
|
|
|
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/s/ SEAN M. CONNOLLY
|
|
Sean M. Connolly
|
|
Chief Executive Officer
|
|
July 21, 2017
|
|
|
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/s/ David S. Marberger
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David S. Marberger
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|
Executive Vice President and Chief Financial Officer
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