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þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-0248710
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
222 W. Merchandise Mart Plaza, Suite 1300
Chicago, Illinois
|
|
60654
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $5.00 par value
|
|
New York Stock Exchange
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
|
|
|
||
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
|
||
|
||
|
||
|
||
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||
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
|
|
|
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
|
|
|
Item 15
|
||
Item 16
|
||
Name
|
|
Title & Capacity
|
|
Age
|
|
Year First
Appointed an
Executive
Officer
|
|
Sean M. Connolly
|
|
President and Chief Executive Officer
|
|
52
|
|
|
2015
|
David S. Marberger
|
|
Executive Vice President and Chief Financial Officer
|
|
53
|
|
|
2016
|
Colleen R. Batcheler
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
44
|
|
|
2008
|
David B. Biegger
|
|
Executive Vice President, Chief Supply Chain Officer
|
|
59
|
|
|
2015
|
Charisse Brock
|
|
Executive Vice President, Chief Human Resources Officer
|
|
56
|
|
|
2015
|
Thomas M. McGough
|
|
President, Operating Segments
|
|
53
|
|
|
2013
|
Darren C. Serrao
|
|
Executive Vice President, Chief Growth Officer
|
|
52
|
|
|
2015
|
Robert G. Wise
|
|
Senior Vice President, Corporate Controller
|
|
50
|
|
|
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;
|
•
|
decreased demand in the restaurant business, particularly casual and fine dining, which may adversely affect our Foodservice operations;
|
•
|
volatility in commodity and other input costs could substantially impact our result of operations;
|
•
|
volatility in the equity markets or interest rates could substantially impact our pension costs and required pension contributions; and
|
•
|
it may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us.
|
•
|
make it more difficult for us to make payments on our debt;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing
|
•
|
increase our vulnerability to adverse economic or industry conditions;
|
•
|
limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or
|
•
|
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, and other general corporate purposes;
|
•
|
increase our vulnerability to adverse economic or industry conditions;
|
•
|
limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or
|
•
|
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
|
Period
|
Total Number
of Shares (or
units)
Purchased
|
|
Average
Price Paid
per Share
(or unit)
|
|
Total Number of
Shares
Purchased as Part of
Publicly Announced
Plans or Programs (1)
|
|
Approximate Dollar
Value of Maximum
Number of Shares that
may yet be Purchased
under the Program (1)
|
||||||
February 26 through March 25, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
521,968,000
|
|
March 26 through April 22, 2018
|
1,680,824
|
|
|
$
|
37.10
|
|
|
1,680,824
|
|
|
$
|
459,599,000
|
|
April 23 through May 27, 2018
|
1,217,467
|
|
|
$
|
36.88
|
|
|
1,217,467
|
|
|
$
|
1,414,700,000
|
|
Total Fiscal 2018 Fourth Quarter Activity
|
2,898,291
|
|
|
$
|
37.00
|
|
|
2,898,291
|
|
|
$
|
1,414,700,000
|
|
(1)
|
Pursuant to publicly announced share repurchase programs from December 2003, we have repurchased approximately 220.6 million shares at a cost of $6.14 billion through
May 27, 2018
. On October 11, 2016, we announced that our Board of Directors approved an increase of $1.25 billion to the share repurchase program. We announced that our Board of Directors approved further increases to the share repurchase program of $1.0 billion each on June 29, 2017 and June 27, 2018, respectively. The share repurchase program is effective and has no expiration date.
|
For the Fiscal Years Ended May
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Dollars in millions, except per share amounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
(1)
|
|
$
|
7,938.3
|
|
|
$
|
7,826.9
|
|
|
$
|
8,664.1
|
|
|
$
|
9,034.0
|
|
|
$
|
9,041.7
|
|
Income from continuing operations
(1)
|
|
$
|
797.5
|
|
|
$
|
546.0
|
|
|
$
|
128.5
|
|
|
$
|
451.3
|
|
|
$
|
325.4
|
|
Net income (loss) attributable to Conagra Brands, Inc.
(2)
|
|
$
|
808.4
|
|
|
$
|
639.3
|
|
|
$
|
(677.0
|
)
|
|
$
|
(252.6
|
)
|
|
$
|
303.1
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
(1)
|
|
$
|
1.97
|
|
|
$
|
1.26
|
|
|
$
|
0.29
|
|
|
$
|
1.05
|
|
|
$
|
0.77
|
|
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
(2)
|
|
$
|
2.00
|
|
|
$
|
1.48
|
|
|
$
|
(1.57
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
0.72
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
(1)
|
|
$
|
1.95
|
|
|
$
|
1.25
|
|
|
$
|
0.29
|
|
|
$
|
1.04
|
|
|
$
|
0.76
|
|
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
(2)
|
|
$
|
1.98
|
|
|
$
|
1.46
|
|
|
$
|
(1.56
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
0.70
|
|
Cash dividends declared per share of common stock
|
|
$
|
0.85
|
|
|
$
|
0.90
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
At Year-End
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
10,389.5
|
|
|
$
|
10,096.3
|
|
|
$
|
13,390.6
|
|
|
$
|
17,437.8
|
|
|
$
|
19,241.5
|
|
Senior long-term debt (noncurrent)
(1)
|
|
$
|
3,035.6
|
|
|
$
|
2,573.3
|
|
|
$
|
4,685.5
|
|
|
$
|
6,676.0
|
|
|
$
|
8,507.0
|
|
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.
|
•
|
an income tax benefit of $233.3 million related to the enactment of the Tax Act,
|
•
|
charges totaling $151.0 million ($113.3 million after-tax) related to certain litigation matters,
|
•
|
an income tax expense of $78.6 million associated with a change in a valuation allowance on a deferred tax asset due to the termination of the agreement for the proposed sale of our
Wesson
®
oil business,
|
•
|
an income tax charge of $42.1 million associated with unusual tax items related to the repatriation of cash during the second quarter from foreign subsidiaries, the tax expense related to the earnings of foreign subsidiaries previously deemed to be permanently invested, a pension contribution, and the effect of a law change in Mexico requiring deconsolidation for tax reporting purposes,
|
•
|
charges totaling $34.9 million ($25.6 million after-tax) related to the early termination of an unfavorable lease contract by purchasing the property subject to the lease,
|
•
|
charges totaling $38.0 million ($27.0 million after-tax) in connection with our SCAE Plan (as defined below),
|
•
|
charges totaling $15.7 million ($10.9 million after-tax) associated with costs incurred for acquisitions and divestitures,
|
•
|
charges totaling $5.4 million ($3.7 million after-tax) related to pension plan lump-sum settlements and a remeasurement of our salaried and non-qualified pension plan liability,
|
•
|
charges totaling $4.8 million ($3.7 million after-tax) related to the impairment of other intangible assets, and
|
•
|
a benefit of $4.3 million ($2.9 million after-tax) related to the substantial liquidation of an international joint venture (recorded in equity method investment earnings).
|
•
|
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,
|
•
|
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,
|
•
|
charges totaling $63.6 million ($41.4 million after-tax) in connection with the SCAE Plan,
|
•
|
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,
|
•
|
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,
|
•
|
charges totaling $13.8 million ($8.5 million after-tax) related to a pension lump sum settlement, and
|
•
|
a gain of $5.7 million ($3.7 million after-tax) in connection with a legacy legal matter.
|
|
Fiscal Years Ended
|
||||||||||
($ in millions)
|
May 27,
2018 |
|
May 28,
2017 |
|
May 29,
2016 |
||||||
Net derivative gains (losses) incurred
|
$
|
(0.9
|
)
|
|
$
|
0.6
|
|
|
$
|
(7.4
|
)
|
Less: Net derivative gains (losses) allocated to reporting segments
|
(7.1
|
)
|
|
5.7
|
|
|
(23.8
|
)
|
|||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
6.2
|
|
|
$
|
(5.1
|
)
|
|
$
|
16.4
|
|
Net derivative gains (losses) allocated to Grocery & Snacks
|
$
|
0.2
|
|
|
$
|
3.4
|
|
|
$
|
(14.4
|
)
|
Net derivative gains (losses) allocated to Refrigerated & Frozen
|
(0.3
|
)
|
|
0.8
|
|
|
(6.2
|
)
|
|||
Net derivative gains (losses) allocated to International Foods
|
(6.9
|
)
|
|
1.6
|
|
|
(0.5
|
)
|
|||
Net derivative losses allocated to Foodservice
|
(0.1
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||
Net derivative losses allocated to Commercial
|
—
|
|
|
(0.1
|
)
|
|
(1.7
|
)
|
|||
Net derivative gains (losses) included in segment operating profit
|
$
|
(7.1
|
)
|
|
$
|
5.7
|
|
|
$
|
(23.8
|
)
|
($ in millions)
Reporting Segment
|
Fiscal 2018 Net Sales
|
|
Fiscal 2017 Net Sales
|
|
% Inc
(Dec)
|
|||||
Grocery & Snacks
|
$
|
3,287.0
|
|
|
$
|
3,208.8
|
|
|
2
|
%
|
Refrigerated & Frozen
|
2,753.0
|
|
|
2,652.7
|
|
|
4
|
%
|
||
International
|
843.5
|
|
|
816.0
|
|
|
3
|
%
|
||
Foodservice
|
1,054.8
|
|
|
1,078.3
|
|
|
(2
|
)%
|
||
Commercial
|
—
|
|
|
71.1
|
|
|
(100
|
)%
|
||
Total
|
$
|
7,938.3
|
|
|
$
|
7,826.9
|
|
|
1
|
%
|
•
|
charges totaling $151.0 million related to certain litigation matters,
|
•
|
a charge of $34.9 million related to the early termination of an unfavorable lease contract,
|
•
|
expenses of $30.2 million in connection with our SCAE Plan,
|
•
|
expenses of $15.1 million associated with costs incurred for acquisitions and planned divestitures,
|
•
|
charges of $5.4 million related to pension plan lump-sum settlements and a remeasurement of our salaried and non-qualified pension plan liability, and
|
•
|
charges totaling $4.8 million related to the impairment of other intangible assets.
|
•
|
a decrease in advertising and promotion expense of $49.7 million,
|
•
|
a decrease in pension and postretirement expense of $19.4 million (excluding the impacts of settlements and remeasurements),
|
•
|
a decrease in transaction services agreement income of $18.3 million,
|
•
|
a decrease in incentive compensation expense of $14.6 million,
|
•
|
a decrease in stock-based compensation expense of $10.4 million,
|
•
|
a decrease in contract services of $9.4 million,
|
•
|
a decrease in charitable contributions of $6.7,
|
•
|
an increase in salaries expense of $19.4 million, and
|
•
|
an increase in self-insured workers' compensation and product liability expense of $7.0 million.
|
•
|
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,
|
•
|
charges totaling $93.3 million related to the early retirement of debt,
|
•
|
a charge of $67.1 million related to the impairment of the
Chef Boyardee
®
brand intangible,
|
•
|
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 were not initially included in the assets held for sale,
|
•
|
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 $5.7 million in connection with a legal matter.
|
($ in millions)
Reporting Segment
|
Fiscal 2018 Operating Profit
|
|
Fiscal 2017 Operating Profit
|
|
% Inc
(Dec)
|
|||||
Grocery & Snacks
|
$
|
724.8
|
|
|
$
|
653.7
|
|
|
11
|
%
|
Refrigerated & Frozen
|
479.4
|
|
|
445.8
|
|
|
8
|
%
|
||
International
|
86.5
|
|
|
(168.9
|
)
|
|
N/A
|
|
||
Foodservice
|
121.8
|
|
|
105.1
|
|
|
16
|
%
|
||
Commercial
|
—
|
|
|
202.6
|
|
|
(100
|
)%
|
•
|
repealing the exception for deductibility of performance-based compensation to covered employees, along with expanding the number of covered employees;
|
•
|
changing taxation of multinational companies, including a new minimum tax on Global Intangible Low-Taxed Income, a new Base Erosion Anti-Abuse Tax, and a new U.S. corporate deduction for Foreign-Derived Intangible Income, all of which are effective for us beginning in 2019.
|
•
|
the impact of U.S. tax reform, as noted above,
|
•
|
an adjustment of valuation allowance associated with the termination of the agreement for the proposed sale of our
Wesson
®
oil business,
|
•
|
an indirect cost of the pension contribution made on February 26, 2018,
|
•
|
additional expense related to the settlement of an audit of the impact of a law change in Mexico,
|
•
|
an income tax benefit 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
|
•
|
additional expense related to undistributed foreign earnings for which the indefinite reinvestment assertion is no longer made.
|
•
|
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.
|
($ 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 initially were not included in the assets held for sale,
|
•
|
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).
|
|
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
|
$
|
3,431.7
|
|
|
$
|
300.0
|
|
|
$
|
822.6
|
|
|
$
|
1,087.0
|
|
|
$
|
1,222.1
|
|
Capital lease obligations
|
94.7
|
|
|
7.1
|
|
|
13.5
|
|
|
13.5
|
|
|
60.6
|
|
|||||
Operating lease obligations
|
199.1
|
|
|
35.6
|
|
|
47.5
|
|
|
33.7
|
|
|
82.3
|
|
|||||
Purchase obligations
1
and other contracts
|
1,127.0
|
|
|
966.7
|
|
|
121.3
|
|
|
37.6
|
|
|
1.4
|
|
|||||
Notes payable
|
277.3
|
|
|
277.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
5,129.8
|
|
|
$
|
1,586.7
|
|
|
$
|
1,004.9
|
|
|
$
|
1,171.8
|
|
|
$
|
1,366.4
|
|
|
Amount of Commitment Expiration Per Period
(in millions)
|
||||||||||||||||||
Other Commercial Commitments
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5
Years
|
||||||||||
Standby repurchase obligations
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other commitments
|
6.1
|
|
|
4.1
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
7.0
|
|
|
$
|
4.7
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
($ in millions)
|
|
One Percent
Increase
|
|
One Percent
Decrease
|
||||
Effect on total service and interest cost
|
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
Effect on postretirement benefit obligation
|
|
3.9
|
|
|
(3.5
|
)
|
|
Fair Value Impact
|
||||||
In Millions
|
Average
During the Fiscal Year Ended May 27, 2018
|
|
Average
During the Fiscal Year Ended May 28, 2017
|
||||
Processing Activities
|
|
|
|
||||
Energy commodities
|
$
|
0.2
|
|
|
$
|
0.4
|
|
Agriculture commodities
|
0.4
|
|
|
0.5
|
|
||
Foreign exchange
|
0.7
|
|
|
0.3
|
|
|
For the Fiscal Years Ended May
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
7,938.3
|
|
|
$
|
7,826.9
|
|
|
$
|
8,664.1
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of goods sold
|
5,586.8
|
|
|
5,484.8
|
|
|
6,234.9
|
|
|||
Selling, general and administrative expenses
|
1,318.0
|
|
|
1,417.1
|
|
|
2,024.6
|
|
|||
Interest expense, net
|
158.7
|
|
|
195.5
|
|
|
295.8
|
|
|||
Income from continuing operations before income taxes and equity method investment earnings
|
874.8
|
|
|
729.5
|
|
|
108.8
|
|
|||
Income tax expense
|
174.6
|
|
|
254.7
|
|
|
46.4
|
|
|||
Equity method investment earnings
|
97.3
|
|
|
71.2
|
|
|
66.1
|
|
|||
Income from continuing operations
|
797.5
|
|
|
546.0
|
|
|
128.5
|
|
|||
Income (loss) from discontinued operations, net of tax
|
14.3
|
|
|
102.0
|
|
|
(794.4
|
)
|
|||
Net income (loss)
|
$
|
811.8
|
|
|
$
|
648.0
|
|
|
$
|
(665.9
|
)
|
Less: Net income attributable to noncontrolling interests
|
3.4
|
|
|
8.7
|
|
|
11.1
|
|
|||
Net income (loss) attributable to Conagra Brands, Inc.
|
$
|
808.4
|
|
|
$
|
639.3
|
|
|
$
|
(677.0
|
)
|
Earnings (loss) per share — basic
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
|
$
|
1.97
|
|
|
$
|
1.26
|
|
|
$
|
0.29
|
|
Income (loss) from discontinued operations attributable to Conagra Brands, Inc. common stockholders
|
0.03
|
|
|
0.22
|
|
|
(1.86
|
)
|
|||
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
|
$
|
2.00
|
|
|
$
|
1.48
|
|
|
$
|
(1.57
|
)
|
Earnings (loss) per share — diluted
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
|
$
|
1.95
|
|
|
$
|
1.25
|
|
|
$
|
0.29
|
|
Income (loss) from discontinued operations attributable to Conagra Brands, Inc. common stockholders
|
0.03
|
|
|
0.21
|
|
|
(1.85
|
)
|
|||
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
|
$
|
1.98
|
|
|
$
|
1.46
|
|
|
$
|
(1.56
|
)
|
|
For the Fiscal Years Ended May
|
||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||
|
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)
|
$
|
972.3
|
|
$
|
(160.5
|
)
|
$
|
811.8
|
|
|
$
|
989.2
|
|
$
|
(341.2
|
)
|
$
|
648.0
|
|
|
$
|
(1,033.6
|
)
|
$
|
367.7
|
|
$
|
(665.9
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivative adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized derivative adjustments
|
2.9
|
|
(0.9
|
)
|
2.0
|
|
|
(1.0
|
)
|
0.4
|
|
(0.6
|
)
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Reclassification for derivative adjustments included in net income
|
0.1
|
|
—
|
|
0.1
|
|
|
(0.2
|
)
|
0.1
|
|
(0.1
|
)
|
|
(2.1
|
)
|
0.8
|
|
(1.3
|
)
|
|||||||||
Unrealized gains on available-for-sale securities
|
1.1
|
|
(0.3
|
)
|
0.8
|
|
|
0.5
|
|
(0.2
|
)
|
0.3
|
|
|
0.1
|
|
—
|
|
0.1
|
|
|||||||||
Currency translation adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized currency translation gains (losses)
|
0.8
|
|
(0.1
|
)
|
0.7
|
|
|
(13.6
|
)
|
0.2
|
|
(13.4
|
)
|
|
(58.9
|
)
|
—
|
|
(58.9
|
)
|
|||||||||
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
|
157.3
|
|
(45.0
|
)
|
112.3
|
|
|
209.2
|
|
(80.6
|
)
|
128.6
|
|
|
(37.7
|
)
|
14.8
|
|
(22.9
|
)
|
|||||||||
Reclassification for pension and post-employment benefit obligations included in net income
|
0.9
|
|
(0.2
|
)
|
0.7
|
|
|
10.4
|
|
(4.0
|
)
|
6.4
|
|
|
(14.5
|
)
|
4.9
|
|
(9.6
|
)
|
|||||||||
Comprehensive income (loss)
|
1,135.4
|
|
(207.0
|
)
|
928.4
|
|
|
1,194.5
|
|
(425.3
|
)
|
769.2
|
|
|
(1,073.3
|
)
|
388.2
|
|
(685.1
|
)
|
|||||||||
Comprehensive income attributable to noncontrolling interests
|
0.7
|
|
(1.2
|
)
|
(0.5
|
)
|
|
12.6
|
|
(0.7
|
)
|
11.9
|
|
|
7.8
|
|
(0.9
|
)
|
6.9
|
|
|||||||||
Comprehensive income (loss) attributable to Conagra Brands, Inc.
|
$
|
1,134.7
|
|
$
|
(205.8
|
)
|
$
|
928.9
|
|
|
$
|
1,181.9
|
|
$
|
(424.6
|
)
|
$
|
757.3
|
|
|
$
|
(1,081.1
|
)
|
$
|
389.1
|
|
$
|
(692.0
|
)
|
|
May 27,
2018 |
|
May 28,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
128.0
|
|
|
$
|
251.4
|
|
Receivables, less allowance for doubtful accounts of $2.0 and $3.1
|
582.6
|
|
|
563.4
|
|
||
Inventories
|
997.1
|
|
|
927.9
|
|
||
Prepaid expenses and other current assets
|
186.8
|
|
|
228.7
|
|
||
Current assets held for sale
|
44.4
|
|
|
41.8
|
|
||
Total current assets
|
1,938.9
|
|
|
2,013.2
|
|
||
Property, plant and equipment
|
|
|
|
||||
Land and land improvements
|
108.6
|
|
|
103.2
|
|
||
Buildings, machinery and equipment
|
3,238.8
|
|
|
3,140.9
|
|
||
Furniture, fixtures, office equipment and other
|
628.9
|
|
|
724.2
|
|
||
Construction in progress
|
85.9
|
|
|
124.9
|
|
||
|
4,062.2
|
|
|
4,093.2
|
|
||
Less accumulated depreciation
|
(2,442.1
|
)
|
|
(2,460.1
|
)
|
||
Property, plant and equipment, net
|
1,620.1
|
|
|
1,633.1
|
|
||
Goodwill
|
4,502.5
|
|
|
4,295.3
|
|
||
Brands, trademarks and other intangibles, net
|
1,284.5
|
|
|
1,223.7
|
|
||
Other assets
|
906.3
|
|
|
790.6
|
|
||
Noncurrent assets held for sale
|
137.2
|
|
|
140.4
|
|
||
|
$
|
10,389.5
|
|
|
$
|
10,096.3
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
277.3
|
|
|
$
|
28.2
|
|
Current installments of long-term debt
|
307.0
|
|
|
199.0
|
|
||
Accounts payable
|
915.1
|
|
|
773.1
|
|
||
Accrued payroll
|
163.9
|
|
|
167.6
|
|
||
Other accrued liabilities
|
672.9
|
|
|
552.6
|
|
||
Total current liabilities
|
2,336.2
|
|
|
1,720.5
|
|
||
Senior long-term debt, excluding current installments
|
3,035.6
|
|
|
2,573.3
|
|
||
Subordinated debt
|
195.9
|
|
|
195.9
|
|
||
Other noncurrent liabilities
|
1,065.2
|
|
|
1,528.8
|
|
||
Total liabilities
|
6,632.9
|
|
|
6,018.5
|
|
||
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
|
1,180.0
|
|
|
1,171.9
|
|
||
Retained earnings
|
4,744.9
|
|
|
4,247.0
|
|
||
Accumulated other comprehensive loss
|
(110.5
|
)
|
|
(212.9
|
)
|
||
Less treasury stock, at cost, 177,078,193 and 151,387,209 common shares
|
(4,977.9
|
)
|
|
(4,054.9
|
)
|
||
Total Conagra Brands, Inc. common stockholders' equity
|
3,676.2
|
|
|
3,990.8
|
|
||
Noncontrolling interests
|
80.4
|
|
|
87.0
|
|
||
Total stockholders' equity
|
3,756.6
|
|
|
4,077.8
|
|
||
|
$
|
10,389.5
|
|
|
$
|
10,096.3
|
|
|
|
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 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
|
|
|||||||
Stock option and incentive plans
|
|
|
|
|
|
10.0
|
|
|
(0.8
|
)
|
|
|
|
44.3
|
|
|
0.2
|
|
|
53.7
|
|
||||||||||
Spinoff of Lamb Weston
|
|
|
|
|
|
|
|
14.8
|
|
|
|
|
|
|
|
|
14.8
|
|
|||||||||||||
Adoption of ASU 2018-02
|
|
|
|
|
|
|
|
17.4
|
|
|
(17.4
|
)
|
|
|
|
|
|
—
|
|
||||||||||||
Currency translation adjustment, net
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
(3.9
|
)
|
|
0.7
|
|
||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
|
(967.3
|
)
|
|
|
|
(967.3
|
)
|
|||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
|
0.8
|
|
|
|
|
|
|
0.8
|
|
|||||||||||||
Derivative adjustment, net of reclassification adjustment
|
|
|
|
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
2.1
|
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
|
(1.9
|
)
|
|
|
|
(0.7
|
)
|
|
|
|
(2.9
|
)
|
|
(5.5
|
)
|
|||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
|
113.0
|
|
|
|
|
|
|
113.0
|
|
|||||||||||||
Dividends declared on common stock; $0.85 per share
|
|
|
|
|
|
|
|
(341.9
|
)
|
|
|
|
|
|
|
|
(341.9
|
)
|
|||||||||||||
Net income attributable to Conagra Brands, Inc.
|
|
|
|
|
|
|
|
808.4
|
|
|
|
|
|
|
|
|
808.4
|
|
|||||||||||||
Balance at May 27, 2018
|
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,180.0
|
|
|
$
|
4,744.9
|
|
|
$
|
(110.5
|
)
|
|
$
|
(4,977.9
|
)
|
|
$
|
80.4
|
|
|
$
|
3,756.6
|
|
|
For the Fiscal Years Ended May
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
811.8
|
|
|
$
|
648.0
|
|
|
$
|
(665.9
|
)
|
Income (loss) from discontinued operations
|
14.3
|
|
|
102.0
|
|
|
(794.4
|
)
|
|||
Income from continuing operations
|
797.5
|
|
|
546.0
|
|
|
128.5
|
|
|||
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
257.0
|
|
|
268.0
|
|
|
278.5
|
|
|||
Asset impairment charges
|
14.7
|
|
|
343.3
|
|
|
62.6
|
|
|||
Gain on divestitures
|
—
|
|
|
(197.4
|
)
|
|
—
|
|
|||
Lease cancellation expense
|
48.2
|
|
|
—
|
|
|
55.6
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
93.3
|
|
|
23.9
|
|
|||
Significant litigation accruals
|
151.0
|
|
|
—
|
|
|
—
|
|
|||
Earnings of affiliates in excess of distributions
|
(34.8
|
)
|
|
(3.0
|
)
|
|
(25.7
|
)
|
|||
Stock-settled share-based payments expense
|
37.9
|
|
|
36.1
|
|
|
41.8
|
|
|||
Contributions to pension plans
|
(312.6
|
)
|
|
(163.0
|
)
|
|
(11.5
|
)
|
|||
Pension expense (benefit)
|
(56.1
|
)
|
|
(21.4
|
)
|
|
358.1
|
|
|||
Other items
|
(34.0
|
)
|
|
39.9
|
|
|
53.6
|
|
|||
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
|
|
|
|
|
|
||||||
Receivables
|
(4.7
|
)
|
|
104.7
|
|
|
(156.8
|
)
|
|||
Inventories
|
(62.8
|
)
|
|
123.3
|
|
|
66.1
|
|
|||
Deferred income taxes and income taxes payable, net
|
10.5
|
|
|
52.3
|
|
|
(264.9
|
)
|
|||
Prepaid expenses and other current assets
|
3.2
|
|
|
15.0
|
|
|
10.8
|
|
|||
Accounts payable
|
144.9
|
|
|
71.0
|
|
|
(118.3
|
)
|
|||
Accrued payroll
|
(8.0
|
)
|
|
(52.4
|
)
|
|
68.9
|
|
|||
Other accrued liabilities
|
(32.2
|
)
|
|
(114.9
|
)
|
|
54.3
|
|
|||
Net cash flows from operating activities - continuing operations
|
919.7
|
|
|
1,140.8
|
|
|
625.5
|
|
|||
Net cash flows from operating activities - discontinued operations
|
34.5
|
|
|
34.7
|
|
|
633.7
|
|
|||
Net cash flows from operating activities
|
954.2
|
|
|
1,175.5
|
|
|
1,259.2
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(251.6
|
)
|
|
(242.1
|
)
|
|
(277.5
|
)
|
|||
Sale of property, plant and equipment
|
8.0
|
|
|
13.2
|
|
|
35.7
|
|
|||
Proceeds from divestitures
|
—
|
|
|
489.0
|
|
|
—
|
|
|||
Purchase of business and intangible assets
|
(337.1
|
)
|
|
(325.7
|
)
|
|
(10.4
|
)
|
|||
Other items
|
4.5
|
|
|
—
|
|
|
0.3
|
|
|||
Net cash flows from investing activities - continuing operations
|
(576.2
|
)
|
|
(65.6
|
)
|
|
(251.9
|
)
|
|||
Net cash flows from investing activities - discontinued operations
|
—
|
|
|
(123.7
|
)
|
|
2,379.3
|
|
|||
Net cash flows from investing activities
|
(576.2
|
)
|
|
(189.3
|
)
|
|
2,127.4
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net short-term borrowings
|
249.1
|
|
|
14.3
|
|
|
9.5
|
|
|||
Issuance of long-term debt, net of debt issuance costs
|
797.0
|
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(242.3
|
)
|
|
(1,064.5
|
)
|
|
(2,523.2
|
)
|
|||
Payment of intangible asset financing arrangement
|
(14.4
|
)
|
|
(14.9
|
)
|
|
—
|
|
|||
Repurchase of Conagra Brands, Inc. common shares
|
(967.3
|
)
|
|
(1,000.0
|
)
|
|
—
|
|
|||
Sale of Conagra Brands, Inc. common shares
|
—
|
|
|
—
|
|
|
8.6
|
|
|||
Cash dividends paid
|
(342.3
|
)
|
|
(415.0
|
)
|
|
(432.5
|
)
|
|||
Exercise of stock options and issuance of other stock awards, including tax withholdings
|
14.9
|
|
|
73.8
|
|
|
208.4
|
|
|||
Other items
|
(1.6
|
)
|
|
(1.9
|
)
|
|
—
|
|
|||
Net cash flows from financing activities - continuing operations
|
(506.9
|
)
|
|
(2,408.2
|
)
|
|
(2,729.2
|
)
|
|||
Net cash flows from financing activities - discontinued operations
|
—
|
|
|
839.1
|
|
|
(4.0
|
)
|
|||
Net cash flows from financing activities
|
(506.9
|
)
|
|
(1,569.1
|
)
|
|
(2,733.2
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
5.5
|
|
|
(0.2
|
)
|
|
(2.0
|
)
|
|||
Net change in cash and cash equivalents
|
(123.4
|
)
|
|
(583.1
|
)
|
|
651.4
|
|
|||
Add: Cash balance included in assets held for sale and discontinued operations at beginning of period
|
—
|
|
|
36.4
|
|
|
49.0
|
|
|||
Less: Cash balance included in assets held for sale and discontinued operations at end of period
|
—
|
|
|
—
|
|
|
36.4
|
|
|||
Cash and cash equivalents at beginning of year
|
251.4
|
|
|
798.1
|
|
|
134.1
|
|
|||
Cash and cash equivalents at end of year
|
$
|
128.0
|
|
|
$
|
251.4
|
|
|
$
|
798.1
|
|
|
|
Balance at
Beginning
of Period
|
|
Additions
Charged
to Costs and
Expenses
|
|
Other
|
|
Deductions
from
Reserves
|
|
Balance at
Close of
Period
|
|||||||
Year ended May 27, 2018
|
|
$
|
3.1
|
|
|
0.8
|
|
|
—
|
|
|
1.9
|
|
(2)
|
$
|
2.0
|
|
Year ended May 28, 2017
|
|
$
|
3.2
|
|
|
1.0
|
|
|
—
|
|
|
1.1
|
|
(2)
|
$
|
3.1
|
|
Year ended May 29, 2016
|
|
$
|
3.0
|
|
|
1.1
|
|
|
(0.1
|
)
|
(1)
|
0.8
|
|
(2)
|
$
|
3.2
|
|
(1)
|
Primarily translation incurred during fiscal 2016.
|
(2)
|
Bad debts charged off and adjustments to previous reserves, less recoveries.
|
|
|
|
Land improvements
|
|
1 - 40 years
|
Buildings
|
|
15 - 40 years
|
Machinery and equipment
|
|
3 - 20 years
|
Furniture, fixtures, office equipment and other
|
|
5 - 15 years
|
|
2018
|
|
2017
|
|
2016
|
||||||
Currency translation losses, net of reclassification adjustments
|
$
|
(94.7
|
)
|
|
$
|
(98.6
|
)
|
|
$
|
(95.2
|
)
|
Derivative adjustments, net of reclassification adjustments
|
1.0
|
|
|
(1.1
|
)
|
|
(0.4
|
)
|
|||
Unrealized gains (losses) on available-for-sale securities
|
0.6
|
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|||
Pension and post-employment benefit obligations, net of reclassification adjustments
|
(17.4
|
)
|
|
(112.9
|
)
|
|
(248.3
|
)
|
|||
Accumulated other comprehensive loss
1
|
$
|
(110.5
|
)
|
|
$
|
(212.9
|
)
|
|
$
|
(344.5
|
)
|
|
|
|
|
|
|
|
Affected Line Item in the Consolidated Statement of Operations
1
|
||||||
|
2018
|
|
2017
|
|
2016
|
|
|
||||||
Net derivative adjustment, net of tax:
|
|
|
|
|
|
|
|
||||||
Cash flow hedges
|
$
|
0.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
(2.1
|
)
|
|
Interest expense, net
|
|
0.1
|
|
|
(0.2
|
)
|
|
(2.1
|
)
|
|
Total before tax
|
|||
|
—
|
|
|
0.1
|
|
|
0.8
|
|
|
Income tax expense
|
|||
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
(1.3
|
)
|
|
Net of tax
|
Amortization of pension and postretirement healthcare liabilities:
|
|
|
|
|
|
|
|
||||||
Net prior service benefit
|
$
|
(0.4
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(5.1
|
)
|
|
Selling, general and administrative expenses
|
Divestiture of Private Brands
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
Income (loss) from discontinued operations, net of tax
|
|||
Pension settlement of equity method investee
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
Equity method investment earnings
|
|||
Pension settlement
|
1.3
|
|
|
13.8
|
|
|
—
|
|
|
Selling, general and administrative expenses
|
|||
Net actuarial loss
|
—
|
|
|
0.5
|
|
|
0.1
|
|
|
Selling, general and administrative expenses
|
|||
|
0.9
|
|
|
10.4
|
|
|
(14.5
|
)
|
|
Total before tax
|
|||
|
(0.2
|
)
|
|
(4.0
|
)
|
|
4.9
|
|
|
Income tax expense
|
|||
|
$
|
0.7
|
|
|
$
|
6.4
|
|
|
$
|
(9.6
|
)
|
|
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
|
$
|
33.4
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.9
|
|
Accelerated depreciation
|
37.0
|
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
56.8
|
|
||||||
Other cost of goods sold
|
11.9
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
||||||
Total cost of goods sold
|
82.3
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
105.7
|
|
||||||
Severance and related costs, net
|
27.5
|
|
|
10.3
|
|
|
3.7
|
|
|
7.9
|
|
|
102.6
|
|
|
152.0
|
|
||||||
Fixed asset impairment (net of gains on disposal)
|
6.1
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
24.2
|
|
||||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
||||||
Contract/lease cancellation expenses
|
1.0
|
|
|
0.6
|
|
|
0.9
|
|
|
—
|
|
|
84.4
|
|
|
86.9
|
|
||||||
Consulting/professional fees
|
1.0
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
54.0
|
|
|
55.5
|
|
||||||
Other selling, general and administrative expenses
|
16.4
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
23.5
|
|
|
43.2
|
|
||||||
Total selling, general and administrative expenses
|
52.0
|
|
|
21.5
|
|
|
4.7
|
|
|
7.9
|
|
|
279.8
|
|
|
365.9
|
|
||||||
Consolidated total
|
$
|
134.3
|
|
|
$
|
43.7
|
|
|
$
|
4.7
|
|
|
$
|
7.9
|
|
|
$
|
281.0
|
|
|
$
|
471.6
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Corporate
|
|
Total
|
||||||||||
Pension costs
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Accelerated depreciation
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|||||
Other cost of goods sold
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|||||
Total cost of goods sold
|
7.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|||||
Severance and related costs, net
|
2.6
|
|
|
—
|
|
|
1.2
|
|
|
0.7
|
|
|
4.5
|
|
|||||
Fixed asset impairment (net of gains on disposal)
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
3.2
|
|
|||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
|||||
Contract/lease cancellation expenses
|
0.2
|
|
|
—
|
|
|
0.3
|
|
|
13.0
|
|
|
13.5
|
|
|||||
Consulting/professional fees
|
0.1
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.1
|
|
|||||
Other selling, general and administrative expenses
|
4.6
|
|
|
0.1
|
|
|
—
|
|
|
1.7
|
|
|
6.4
|
|
|||||
Total selling, general and administrative expenses
|
6.3
|
|
|
0.1
|
|
|
1.5
|
|
|
22.3
|
|
|
30.2
|
|
|||||
Consolidated total
|
$
|
14.1
|
|
|
$
|
0.1
|
|
|
$
|
1.5
|
|
|
$
|
22.3
|
|
|
$
|
38.0
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Corporate
|
|
Total
|
||||||||||||
Pension costs
|
$
|
33.4
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.9
|
|
Accelerated depreciation
|
33.0
|
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
52.8
|
|
||||||
Other cost of goods sold
|
10.3
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
||||||
Total cost of goods sold
|
76.7
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
100.1
|
|
||||||
Severance and related costs, net
|
26.5
|
|
|
10.3
|
|
|
3.7
|
|
|
7.9
|
|
|
102.2
|
|
|
150.6
|
|
||||||
Fixed asset impairment (net of gains on disposal)
|
6.1
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
24.2
|
|
||||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
||||||
Contract/lease cancellation expenses
|
1.0
|
|
|
0.6
|
|
|
0.9
|
|
|
—
|
|
|
84.3
|
|
|
86.8
|
|
||||||
Consulting/professional fees
|
1.0
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
52.2
|
|
|
53.7
|
|
||||||
Other selling, general and administrative expenses
|
15.8
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
21.7
|
|
|
40.8
|
|
||||||
Total selling, general and administrative expenses
|
50.4
|
|
|
21.5
|
|
|
4.7
|
|
|
7.9
|
|
|
275.7
|
|
|
360.2
|
|
||||||
Consolidated total
|
$
|
127.1
|
|
|
$
|
43.7
|
|
|
$
|
4.7
|
|
|
$
|
7.9
|
|
|
$
|
276.9
|
|
|
$
|
460.3
|
|
|
Balance at May 28,
2017 |
|
Costs Incurred
and Charged
to Expense
|
|
Costs Paid
or Otherwise Settled
|
|
Changes in
Estimates
|
|
Balance at
May 27,
2018
|
||||||||||
Pension costs
|
$
|
31.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
32.3
|
|
Severance and related costs
|
13.8
|
|
|
5.7
|
|
|
(12.0
|
)
|
|
(1.2
|
)
|
|
6.3
|
|
|||||
Consulting/professional fees
|
0.6
|
|
|
1.1
|
|
|
(1.6
|
)
|
|
—
|
|
|
0.1
|
|
|||||
Contract/lease cancellation
|
11.6
|
|
|
13.7
|
|
|
(20.2
|
)
|
|
(0.2
|
)
|
|
4.9
|
|
|||||
Other costs
|
1.9
|
|
|
11.0
|
|
|
(12.7
|
)
|
|
—
|
|
|
0.2
|
|
|||||
Total
|
$
|
59.7
|
|
|
$
|
31.5
|
|
|
$
|
(46.5
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
43.8
|
|
|
May 27, 2018
|
|
May 28, 2017
|
||||
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
|
|
||
LIBOR plus 0.50% senior debt due October 2020
|
500.0
|
|
|
—
|
|
||
4.95% senior debt due August 2020
|
126.6
|
|
|
126.6
|
|
||
LIBOR plus 0.75% term loan due February 2019
|
300.0
|
|
|
—
|
|
||
2.1% senior debt due March 2018
|
—
|
|
|
70.0
|
|
||
1.9% senior debt due January 2018
|
—
|
|
|
119.6
|
|
||
2.00% to 9.59% lease financing obligations due on various dates through 2033
|
94.7
|
|
|
131.2
|
|
||
Other indebtedness
|
0.2
|
|
|
0.2
|
|
||
Total face value of debt
|
3,526.4
|
|
|
2,952.5
|
|
||
Unamortized fair value adjustment
|
27.6
|
|
|
30.8
|
|
||
Unamortized discounts
|
(5.8
|
)
|
|
(6.4
|
)
|
||
Unamortized debt issuance costs
|
(11.3
|
)
|
|
(10.9
|
)
|
||
Adjustment due to hedging activity
|
1.6
|
|
|
2.2
|
|
||
Less current installments
|
(307.0
|
)
|
|
(199.0
|
)
|
||
Total long-term debt
|
$
|
3,231.5
|
|
|
$
|
2,769.2
|
|
2019
|
$
|
307.1
|
|
2020
|
6.7
|
|
|
2021
|
829.4
|
|
|
2022
|
6.9
|
|
|
2023
|
1,093.6
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Long-term debt
|
$
|
161.2
|
|
|
$
|
203.6
|
|
|
$
|
302.9
|
|
Short-term debt
|
4.8
|
|
|
0.6
|
|
|
1.9
|
|
|||
Interest income
|
(3.8
|
)
|
|
(3.7
|
)
|
|
(1.2
|
)
|
|||
Interest capitalized
|
(3.5
|
)
|
|
(5.0
|
)
|
|
(7.8
|
)
|
|||
|
$
|
158.7
|
|
|
$
|
195.5
|
|
|
$
|
295.8
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
1,407.9
|
|
|
$
|
2,975.0
|
|
Income (loss) from discontinued operations before income taxes and equity method investment earnings
|
$
|
(0.3
|
)
|
|
$
|
172.3
|
|
|
$
|
474.8
|
|
Income (loss) before income taxes and equity method investment earnings
|
(0.3
|
)
|
|
172.3
|
|
|
474.8
|
|
|||
Income tax expense (benefit)
|
(14.6
|
)
|
|
87.5
|
|
|
178.9
|
|
|||
Equity method investment earnings
|
—
|
|
|
15.9
|
|
|
71.7
|
|
|||
Income from discontinued operations, net of tax
|
14.3
|
|
|
100.7
|
|
|
367.6
|
|
|||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
6.8
|
|
|
9.2
|
|
|||
Net income from discontinued operations attributable to Conagra Brands, Inc.
|
$
|
14.3
|
|
|
$
|
93.9
|
|
|
$
|
358.4
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,490.6
|
|
Loss on sale of business
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
Long-lived asset impairment charges
|
—
|
|
|
—
|
|
|
(1,923.0
|
)
|
|||
Income from operations of discontinued operations before income taxes
|
0.4
|
|
|
3.9
|
|
|
168.0
|
|
|||
Income (loss) before income taxes and equity method investment earnings
|
0.4
|
|
|
2.3
|
|
|
(1,755.0
|
)
|
|||
Income tax expense (benefit)
|
0.5
|
|
|
(0.3
|
)
|
|
(593.1
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
(0.1
|
)
|
|
$
|
2.6
|
|
|
$
|
(1,161.9
|
)
|
|
May 27, 2018
|
|
May 28, 2017
|
||||
Current assets
|
$
|
6.1
|
|
|
$
|
6.3
|
|
Noncurrent assets (including goodwill of $5.8 million)
|
11.5
|
|
|
11.4
|
|
|
May 27, 2018
|
|
May 28, 2017
|
||||
Current assets
|
$
|
37.7
|
|
|
$
|
35.5
|
|
Noncurrent assets (including goodwill of $74.5 million)
|
101.0
|
|
|
102.8
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales:
|
|
|
|
|
|
||||||
Ardent Mills
|
$
|
3,344.1
|
|
|
$
|
3,180.0
|
|
|
$
|
3,395.3
|
|
Others
|
198.8
|
|
|
177.7
|
|
|
167.2
|
|
|||
Total net sales
|
$
|
3,542.9
|
|
|
$
|
3,357.7
|
|
|
$
|
3,562.5
|
|
Gross margin:
|
|
|
|
|
|
|
|||||
Ardent Mills
|
$
|
386.5
|
|
|
$
|
340.3
|
|
|
$
|
339.2
|
|
Others
|
34.8
|
|
|
34.6
|
|
|
32.8
|
|
|||
Total gross margin
|
$
|
421.3
|
|
|
$
|
374.9
|
|
|
$
|
372.0
|
|
Earnings after income taxes:
|
|
|
|
|
|
|
|||||
Ardent Mills
|
$
|
197.0
|
|
|
$
|
152.0
|
|
|
$
|
142.9
|
|
Others
|
10.1
|
|
|
10.1
|
|
|
6.4
|
|
|||
Total earnings after income taxes
|
$
|
207.1
|
|
|
$
|
162.1
|
|
|
$
|
149.3
|
|
|
May 27, 2018
|
|
May 28, 2017
|
||||
Ardent Mills:
|
|
|
|
||||
Current assets
|
$
|
974.6
|
|
|
$
|
937.2
|
|
Noncurrent assets
|
1,675.7
|
|
|
1,694.2
|
|
||
Current liabilities
|
355.6
|
|
|
388.9
|
|
||
Noncurrent liabilities
|
510.9
|
|
|
518.0
|
|
||
Others:
|
|
|
|
||||
Current assets
|
$
|
76.4
|
|
|
$
|
75.5
|
|
Noncurrent assets
|
15.5
|
|
|
12.2
|
|
||
Current liabilities
|
37.5
|
|
|
44.5
|
|
||
Noncurrent liabilities
|
0.1
|
|
|
—
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Total
|
||||||||||
Balance as of May 29, 2016
|
$
|
2,273.1
|
|
|
$
|
1,028.9
|
|
|
$
|
442.8
|
|
|
$
|
571.1
|
|
|
$
|
4,315.9
|
|
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
|
|
|
$
|
247.8
|
|
|
$
|
571.1
|
|
|
$
|
4,295.3
|
|
Acquisitions
|
155.2
|
|
|
57.8
|
|
|
—
|
|
|
—
|
|
|
213.0
|
|
|||||
Purchase accounting adjustments
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Currency translation
|
—
|
|
|
0.6
|
|
|
(4.9
|
)
|
|
—
|
|
|
(4.3
|
)
|
|||||
Balance as of May 27, 2018
|
$
|
2,592.8
|
|
|
$
|
1,095.7
|
|
|
$
|
242.9
|
|
|
$
|
571.1
|
|
|
$
|
4,502.5
|
|
|
2018
|
|
2017
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Non-amortizing intangible assets
|
$
|
918.3
|
|
|
$
|
—
|
|
|
$
|
829.7
|
|
|
$
|
—
|
|
Amortizing intangible assets
|
579.4
|
|
|
213.2
|
|
|
573.5
|
|
|
179.5
|
|
||||
|
$
|
1,497.7
|
|
|
$
|
213.2
|
|
|
$
|
1,403.2
|
|
|
$
|
179.5
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss) available to Conagra Brands, Inc. common stockholders:
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
|
$
|
794.1
|
|
|
$
|
544.1
|
|
|
$
|
126.6
|
|
Income (loss) from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders
|
14.3
|
|
|
95.2
|
|
|
(803.6
|
)
|
|||
Net income (loss) attributable to Conagra Brands, Inc. common stockholders
|
$
|
808.4
|
|
|
$
|
639.3
|
|
|
$
|
(677.0
|
)
|
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated
|
—
|
|
|
0.8
|
|
|
4.8
|
|
|||
Net income (loss) available to Conagra Brands, Inc. common stockholders
|
$
|
808.4
|
|
|
$
|
638.5
|
|
|
$
|
(681.8
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
403.9
|
|
|
431.9
|
|
|
434.4
|
|
|||
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities
|
3.5
|
|
|
4.1
|
|
|
4.1
|
|
|||
Diluted weighted average shares outstanding
|
407.4
|
|
|
436.0
|
|
|
438.5
|
|
|
May 27, 2018
|
|
May 28, 2017
|
||||
Raw materials and packaging
|
$
|
206.2
|
|
|
$
|
182.1
|
|
Work in process
|
92.4
|
|
|
91.9
|
|
||
Finished goods
|
651.1
|
|
|
606.6
|
|
||
Supplies and other
|
47.4
|
|
|
47.3
|
|
||
Total
|
$
|
997.1
|
|
|
$
|
927.9
|
|
|
May 27, 2018
|
|
May 28, 2017
|
||||
Postretirement health care and pension obligations
|
$
|
261.7
|
|
|
$
|
709.8
|
|
Noncurrent income tax liabilities
|
490.4
|
|
|
466.5
|
|
||
Self-insurance liabilities
|
27.1
|
|
|
29.0
|
|
||
Environmental liabilities (see Note 17)
|
56.0
|
|
|
54.7
|
|
||
Technology agreement liability (see Note 9)
|
42.7
|
|
|
56.4
|
|
||
Other
|
187.3
|
|
|
212.4
|
|
||
|
$
|
1,065.2
|
|
|
$
|
1,528.8
|
|
|
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 28, 2017
|
1.56
|
|
|
$
|
31.59
|
|
|
1.21
|
|
|
$
|
30.52
|
|
Granted
|
0.87
|
|
|
$
|
34.16
|
|
|
—
|
|
|
$
|
—
|
|
Vested/Issued
|
(0.53
|
)
|
|
$
|
26.58
|
|
|
(0.42
|
)
|
|
$
|
22.86
|
|
Forfeited
|
(0.12
|
)
|
|
$
|
33.77
|
|
|
(0.08
|
)
|
|
$
|
34.60
|
|
Nonvested share units at May 27, 2018
|
1.78
|
|
|
$
|
34.20
|
|
|
0.71
|
|
|
$
|
34.58
|
|
Performance Shares
|
Share Units
(in Millions)
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
Nonvested performance shares at May 28, 2017
|
0.86
|
|
|
$
|
29.23
|
|
Granted
|
0.48
|
|
|
$
|
33.82
|
|
Adjustments for performance results attained and dividend equivalents
|
0.01
|
|
|
$
|
22.98
|
|
Vested/Issued
|
(0.33
|
)
|
|
$
|
24.08
|
|
Forfeited
|
(0.02
|
)
|
|
$
|
33.69
|
|
Nonvested performance shares at May 27, 2018
|
1.00
|
|
|
$
|
33.40
|
|
|
2017
|
|
2016
|
Expected volatility (%)
|
19.15
|
|
17.88
|
Dividend yield (%)
|
2.33
|
|
2.74
|
Risk-free interest rates (%)
|
1.03
|
|
1.60
|
Expected life of stock option (years)
|
4.94
|
|
4.96
|
Options
|
Number
of Options
(in Millions)
|
|
Weighted
Average
Exercise
Price
|
|
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic
Value (in
Millions)
|
|||||
Outstanding at May 28, 2017
|
6.3
|
|
|
$
|
27.12
|
|
|
|
|
|
||
Exercised
|
(1.1
|
)
|
|
$
|
22.28
|
|
|
|
|
$
|
15.8
|
|
Forfeited
|
(0.1
|
)
|
|
$
|
34.78
|
|
|
|
|
|
||
Outstanding at May 27, 2018
|
5.1
|
|
|
$
|
28.11
|
|
|
5.76
|
|
$
|
47.6
|
|
Exercisable at May 27, 2018
|
4.0
|
|
|
$
|
26.34
|
|
|
5.14
|
|
$
|
44.4
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
902.5
|
|
|
$
|
883.5
|
|
|
$
|
136.9
|
|
Foreign
|
69.6
|
|
|
(82.8
|
)
|
|
38.0
|
|
|||
|
$
|
972.1
|
|
|
$
|
800.7
|
|
|
$
|
174.9
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
153.1
|
|
|
$
|
201.5
|
|
|
$
|
206.5
|
|
State
|
17.8
|
|
|
6.7
|
|
|
31.0
|
|
|||
Foreign
|
32.5
|
|
|
6.5
|
|
|
8.6
|
|
|||
|
203.4
|
|
|
214.7
|
|
|
246.1
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(43.7
|
)
|
|
62.1
|
|
|
(161.5
|
)
|
|||
State
|
17.4
|
|
|
(5.3
|
)
|
|
(38.9
|
)
|
|||
Foreign
|
(2.5
|
)
|
|
(16.8
|
)
|
|
0.7
|
|
|||
|
(28.8
|
)
|
|
40.0
|
|
|
(199.7
|
)
|
|||
|
$
|
174.6
|
|
|
$
|
254.7
|
|
|
$
|
46.4
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Computed U.S. Federal income taxes
|
$
|
285.3
|
|
|
$
|
280.2
|
|
|
$
|
61.2
|
|
State income taxes, net of U.S. Federal tax impact
|
18.0
|
|
|
22.4
|
|
|
(6.4
|
)
|
|||
Remeasurement of U.S. deferred taxes
|
(241.6
|
)
|
|
—
|
|
|
—
|
|
|||
Transition tax on foreign earnings
|
19.8
|
|
|
—
|
|
|
—
|
|
|||
Tax credits and domestic manufacturing deduction
|
(20.6
|
)
|
|
(19.8
|
)
|
|
(16.5
|
)
|
|||
Federal rate differential on legal reserve
|
12.6
|
|
|
—
|
|
|
—
|
|
|||
Goodwill and intangible impairments
|
—
|
|
|
104.7
|
|
|
—
|
|
|||
Stock compensation
|
(5.7
|
)
|
|
(18.8
|
)
|
|
—
|
|
|||
Change of valuation allowance on capital loss carryforward
|
78.6
|
|
|
(84.1
|
)
|
|
—
|
|
|||
Change in estimate related to tax methods used for certain international sales, federal credits, and state credits
|
—
|
|
|
(8.0
|
)
|
|
6.0
|
|
|||
Other
|
28.2
|
|
|
(21.9
|
)
|
|
2.1
|
|
|||
|
$
|
174.6
|
|
|
$
|
254.7
|
|
|
$
|
46.4
|
|
|
May 27, 2018
|
|
May 28, 2017
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Property, plant and equipment
|
$
|
—
|
|
|
$
|
141.0
|
|
|
$
|
—
|
|
|
$
|
216.6
|
|
Goodwill, trademarks and other intangible assets
|
—
|
|
|
406.2
|
|
|
—
|
|
|
623.4
|
|
||||
Accrued expenses
|
15.5
|
|
|
—
|
|
|
20.2
|
|
|
—
|
|
||||
Compensation related liabilities
|
34.1
|
|
|
—
|
|
|
63.9
|
|
|
—
|
|
||||
Pension and other postretirement benefits
|
45.8
|
|
|
—
|
|
|
275.2
|
|
|
—
|
|
||||
Investment in unconsolidated subsidiaries
|
—
|
|
|
165.8
|
|
|
—
|
|
|
237.8
|
|
||||
Other liabilities that will give rise to future tax deductions
|
109.7
|
|
|
—
|
|
|
117.9
|
|
|
—
|
|
||||
Net capital and operating loss carryforwards
|
762.5
|
|
|
—
|
|
|
1,112.5
|
|
|
—
|
|
||||
Other
|
26.3
|
|
|
6.1
|
|
|
60.0
|
|
|
6.3
|
|
||||
|
993.9
|
|
|
719.1
|
|
|
1,649.7
|
|
|
1,084.1
|
|
||||
Less: Valuation allowance
|
(739.6
|
)
|
|
—
|
|
|
(1,013.4
|
)
|
|
—
|
|
||||
Net deferred taxes
|
$
|
254.3
|
|
|
$
|
719.1
|
|
|
$
|
636.3
|
|
|
$
|
1,084.1
|
|
Beginning balance on May 28, 2017
|
$
|
39.3
|
|
Increases from positions established during prior periods
|
14.5
|
|
|
Decreases from positions established during prior periods
|
(11.5
|
)
|
|
Increases from positions established during the current period
|
3.5
|
|
|
Decreases relating to settlements with taxing authorities
|
(10.3
|
)
|
|
Reductions resulting from lapse of applicable statute of limitation
|
(2.9
|
)
|
|
Other adjustments to liability
|
(0.1
|
)
|
|
Ending balance on May 27, 2018
|
$
|
32.5
|
|
2019
|
$
|
35.6
|
|
2020
|
25.2
|
|
|
2021
|
22.3
|
|
|
2022
|
17.9
|
|
|
2023
|
15.8
|
|
|
Later years
|
82.3
|
|
|
|
$
|
199.1
|
|
|
May 27, 2018
|
|
May 28, 2017
|
||||
Prepaid expenses and other current assets
|
$
|
4.4
|
|
|
$
|
2.3
|
|
Other accrued liabilities
|
0.1
|
|
|
1.3
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
3.7
|
|
|
Other accrued liabilities
|
|
$
|
0.4
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
2.1
|
|
|
Other accrued liabilities
|
|
—
|
|
||
Other
|
Prepaid expenses and other current assets
|
|
—
|
|
|
Other accrued liabilities
|
|
0.1
|
|
||
Total derivatives not designated as hedging instruments
|
|
|
$
|
5.8
|
|
|
|
|
$
|
0.5
|
|
|
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
|
|
|
|
For the Fiscal Year Ended May 27, 2018
|
||||
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
|
|
$
|
3.0
|
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
(3.9
|
)
|
|
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
0.3
|
|
|
Total loss from derivative instruments not designated as hedging instruments
|
|
|
|
$
|
(0.6
|
)
|
|
|
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
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
3,548.7
|
|
|
$
|
3,903.0
|
|
|
$
|
156.9
|
|
|
$
|
201.7
|
|
Service cost
|
42.8
|
|
|
56.9
|
|
|
0.2
|
|
|
0.3
|
|
||||
Interest cost
|
111.1
|
|
|
116.8
|
|
|
3.9
|
|
|
4.6
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
4.7
|
|
|
4.7
|
|
||||
Amendments
|
0.6
|
|
|
5.5
|
|
|
(17.2
|
)
|
|
—
|
|
||||
Actuarial gain
|
(9.4
|
)
|
|
(51.5
|
)
|
|
(13.2
|
)
|
|
(32.0
|
)
|
||||
Plan settlements
|
(10.2
|
)
|
|
(287.5
|
)
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
(79.5
|
)
|
|
(18.1
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(181.3
|
)
|
|
(169.7
|
)
|
|
(16.2
|
)
|
|
(19.0
|
)
|
||||
Currency
|
0.8
|
|
|
(0.8
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
||||
Business divestitures
|
—
|
|
|
(7.4
|
)
|
|
—
|
|
|
(3.2
|
)
|
||||
Benefit obligation at end of year
|
$
|
3,423.6
|
|
|
$
|
3,548.7
|
|
|
$
|
119.3
|
|
|
$
|
156.9
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
2,983.6
|
|
|
$
|
2,959.4
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Actual return on plan assets
|
276.1
|
|
|
346.1
|
|
|
3.7
|
|
|
—
|
|
||||
Employer contributions
|
312.6
|
|
|
163.0
|
|
|
11.5
|
|
|
14.2
|
|
||||
Plan participants' contributions
|
—
|
|
|
—
|
|
|
4.7
|
|
|
4.7
|
|
||||
Plan settlements
|
(10.2
|
)
|
|
(287.5
|
)
|
|
—
|
|
|
—
|
|
||||
Investment and administrative expenses
|
(26.5
|
)
|
|
(26.7
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(181.3
|
)
|
|
(169.7
|
)
|
|
(16.2
|
)
|
|
(19.0
|
)
|
||||
Currency
|
0.8
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
3,355.1
|
|
|
$
|
2,983.6
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Funded Status
|
|
$
|
(68.5
|
)
|
|
$
|
(565.1
|
)
|
|
$
|
(115.6
|
)
|
|
$
|
(156.9
|
)
|
Amounts Recognized in Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
$
|
103.0
|
|
|
$
|
17.1
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
Other accrued liabilities
|
|
(11.8
|
)
|
|
(10.9
|
)
|
|
(16.2
|
)
|
|
(18.4
|
)
|
||||
Other noncurrent liabilities
|
|
(159.7
|
)
|
|
(571.3
|
)
|
|
(102.0
|
)
|
|
(138.5
|
)
|
||||
Net Amount Recognized
|
|
$
|
(68.5
|
)
|
|
$
|
(565.1
|
)
|
|
$
|
(115.6
|
)
|
|
$
|
(156.9
|
)
|
Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax)
|
|
|
|
|
|
|
|
|
||||||||
Actuarial net loss (gain)
|
|
$
|
48.8
|
|
|
$
|
174.2
|
|
|
$
|
(25.8
|
)
|
|
$
|
(9.0
|
)
|
Net prior service cost (benefit)
|
|
13.8
|
|
|
16.0
|
|
|
(18.4
|
)
|
|
(4.6
|
)
|
||||
Total
|
|
$
|
62.6
|
|
|
$
|
190.2
|
|
|
$
|
(44.2
|
)
|
|
$
|
(13.6
|
)
|
Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 27, 2018 and May 28, 2017
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
|
4.14
|
%
|
|
3.90
|
%
|
|
3.81
|
%
|
|
3.33
|
%
|
||||
Long-term rate of compensation increase
|
|
N/A
|
|
|
3.63
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
2018
|
|
2017
|
||||
Projected benefit obligation
|
|
$
|
951.1
|
|
|
$
|
3,433.6
|
|
Accumulated benefit obligation
|
|
950.1
|
|
|
3,357.1
|
|
||
Fair value of plan assets
|
|
779.5
|
|
|
2,851.4
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
42.8
|
|
|
$
|
56.9
|
|
|
$
|
93.8
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Interest cost
|
111.1
|
|
|
116.8
|
|
|
159.8
|
|
|
3.9
|
|
|
4.6
|
|
|
7.5
|
|
||||||
Expected return on plan assets
|
(218.3
|
)
|
|
(207.4
|
)
|
|
(259.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (benefit)
|
2.9
|
|
|
2.6
|
|
|
2.7
|
|
|
(3.4
|
)
|
|
(6.6
|
)
|
|
(7.8
|
)
|
||||||
Special termination benefits
|
—
|
|
|
1.5
|
|
|
25.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial loss
|
3.4
|
|
|
1.2
|
|
|
348.5
|
|
|
—
|
|
|
0.5
|
|
|
0.1
|
|
||||||
Settlement loss
|
1.3
|
|
|
13.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss
|
0.7
|
|
|
1.7
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit cost — Company plans
|
(56.1
|
)
|
|
(12.9
|
)
|
|
370.8
|
|
|
0.7
|
|
|
(1.2
|
)
|
|
0.2
|
|
||||||
Pension benefit cost — multi-employer plans
|
7.1
|
|
|
12.0
|
|
|
42.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total benefit (income) cost
|
$
|
(49.0
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
413.7
|
|
|
$
|
0.7
|
|
|
$
|
(1.2
|
)
|
|
$
|
0.2
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net actuarial gain
|
|
$
|
120.0
|
|
|
$
|
183.1
|
|
|
$
|
16.8
|
|
|
$
|
32.4
|
|
Amendments
|
|
(0.6
|
)
|
|
(5.5
|
)
|
|
17.2
|
|
|
(0.4
|
)
|
||||
Amortization of prior service cost (benefit)
|
|
2.9
|
|
|
2.9
|
|
|
(3.4
|
)
|
|
(6.6
|
)
|
||||
Settlement and curtailment loss
|
|
2.0
|
|
|
13.8
|
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
|
3.4
|
|
|
1.2
|
|
|
—
|
|
|
0.5
|
|
||||
Net amount recognized
|
|
$
|
127.7
|
|
|
$
|
195.5
|
|
|
$
|
30.6
|
|
|
$
|
25.9
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate
|
|
3.90
|
%
|
|
3.83
|
%
|
|
4.10
|
%
|
|
3.33
|
%
|
|
3.18
|
%
|
|
3.50
|
%
|
Long-term rate of return on plan assets
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Long-term rate of compensation increase
|
|
3.63
|
%
|
|
3.66
|
%
|
|
3.70
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Prior service cost (benefit)
|
|
$
|
2.9
|
|
|
$
|
(2.2
|
)
|
Net actuarial gain
|
|
N/A
|
|
|
(1.5
|
)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
1.0
|
|
|
$
|
65.0
|
|
|
$
|
—
|
|
|
$
|
66.0
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
|
319.8
|
|
|
124.0
|
|
|
—
|
|
|
443.8
|
|
||||
International equity securities
|
|
256.5
|
|
|
1.0
|
|
|
—
|
|
|
257.5
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
|
—
|
|
|
1,854.8
|
|
|
—
|
|
|
1,854.8
|
|
||||
Corporate bonds
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
||||
Mortgage-backed bonds
|
|
—
|
|
|
9.3
|
|
|
—
|
|
|
9.3
|
|
||||
Real estate funds
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
||||
Master limited partnerships
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||
Net payables for unsettled transactions
|
|
10.9
|
|
|
—
|
|
|
—
|
|
|
10.9
|
|
||||
Fair value measurement of pension plan assets in the fair value hierarchy
|
|
$
|
596.3
|
|
|
$
|
2,058.8
|
|
|
$
|
—
|
|
|
$
|
2,655.1
|
|
Investments measured at net asset value
|
|
|
|
|
|
|
|
700.0
|
|
|||||||
Total pension plan assets
|
|
|
|
|
|
|
|
|
|
|
$
|
3,355.1
|
|
|
|
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
|
|
||||
Master limited partnerships
|
|
173.5
|
|
|
—
|
|
|
—
|
|
|
173.5
|
|
||||
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
|
|
|
|
May 27, 2018
|
|
May 28, 2017
|
||
Equity securities
|
|
21
|
%
|
|
39
|
%
|
Debt securities
|
|
58
|
%
|
|
25
|
%
|
Real estate funds
|
|
10
|
%
|
|
11
|
%
|
Multi-strategy hedge funds
|
|
4
|
%
|
|
11
|
%
|
Private equity
|
|
4
|
%
|
|
4
|
%
|
Other
|
|
3
|
%
|
|
10
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
Assumed Health Care Cost Trend Rates at:
|
|
May 27, 2018
|
|
May 28, 2017
|
||
Initial health care cost trend rate
|
|
7.87
|
%
|
|
8.44
|
%
|
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
|
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
Effect on postretirement benefit obligation
|
|
3.9
|
|
|
(3.5
|
)
|
|
|
Pension Benefits
|
|
Health Care and Life Insurance
Benefits
|
||||
2019
|
|
$
|
188.7
|
|
|
$
|
16.4
|
|
2020
|
|
184.2
|
|
|
14.7
|
|
||
2021
|
|
186.5
|
|
|
13.4
|
|
||
2022
|
|
189.0
|
|
|
12.1
|
|
||
2023
|
|
191.3
|
|
|
11.0
|
|
||
Succeeding 5 years
|
|
980.7
|
|
|
40.1
|
|
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 2017 and 2016 is for plan years that ended in calendar years 2017 and 2016, 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 2017.
|
•
|
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 27, 2018
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
|
2017
|
2016
|
FY18
|
FY17
|
FY16
|
Surcharge
Imposed
|
||||||
Bakery and Confectionary Union and Industry International Pension Plan
|
52-6118572
/ 001 |
Red, Critical and Declining
|
Red, Critical and Declining
|
RP Implemented
|
$
|
1.5
|
|
$
|
1.8
|
|
$3.1
|
No
|
2/28/2020
|
Central States, Southeast and Southwest Areas Pension Fund
|
36-6044243
/ 001 |
Red, Critical and Declining
|
Red
|
RP Implemented
|
1.8
|
|
1.8
|
|
1.9
|
No
|
5/31/2020
|
||
Western Conference of Teamsters Pension Plan
|
91-6145047
/ 001 |
Green
|
Green
|
N/A
|
2.8
|
|
4.0
|
|
5.4
|
No
|
06/30/2018
|
||
Other Plans
|
0.4
|
|
0.4
|
|
0.7
|
|
|
||||||
Total Contributions
|
$
|
6.5
|
|
$8.0
|
$11.1
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
1.7
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
Available-for-sale securities
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
||||
Total assets
|
$
|
6.5
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
9.2
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Deferred compensation liabilities
|
51.6
|
|
|
—
|
|
|
—
|
|
|
51.6
|
|
||||
Total liabilities
|
$
|
51.6
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
51.7
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
2.0
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Available-for-sale securities
|
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
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
|
|
|
|
||||||
Grocery & Snacks
|
$
|
3,287.0
|
|
|
$
|
3,208.8
|
|
|
$
|
3,377.1
|
|
Refrigerated & Frozen
|
2,753.0
|
|
|
2,652.7
|
|
|
2,867.8
|
|
|||
International
|
843.5
|
|
|
816.0
|
|
|
846.6
|
|
|||
Foodservice
|
1,054.8
|
|
|
1,078.3
|
|
|
1,104.5
|
|
|||
Commercial
|
—
|
|
|
71.1
|
|
|
468.1
|
|
|||
Total net sales
|
$
|
7,938.3
|
|
|
$
|
7,826.9
|
|
|
$
|
8,664.1
|
|
Operating profit
|
|
|
|
|
|
||||||
Grocery & Snacks
|
$
|
724.8
|
|
|
$
|
653.7
|
|
|
$
|
592.9
|
|
Refrigerated & Frozen
|
479.4
|
|
|
445.8
|
|
|
420.4
|
|
|||
International
|
86.5
|
|
|
(168.9
|
)
|
|
66.7
|
|
|||
Foodservice
|
121.8
|
|
|
105.1
|
|
|
97.7
|
|
|||
Commercial
|
—
|
|
|
202.6
|
|
|
45.4
|
|
|||
Total operating profit
|
$
|
1,412.5
|
|
|
$
|
1,238.3
|
|
|
$
|
1,223.1
|
|
Equity method investment earnings
|
97.3
|
|
|
71.2
|
|
|
66.1
|
|
|||
General corporate expenses
|
379.0
|
|
|
313.3
|
|
|
818.5
|
|
|||
Interest expense, net
|
158.7
|
|
|
195.5
|
|
|
295.8
|
|
|||
Income tax expense
|
174.6
|
|
|
254.7
|
|
|
46.4
|
|
|||
Income from continuing operations
|
$
|
797.5
|
|
|
$
|
546.0
|
|
|
$
|
128.5
|
|
Less: Net income attributable to noncontrolling interests of continuing operations
|
3.4
|
|
|
1.9
|
|
|
1.9
|
|
|||
Income from continuing operations attributable to Conagra Brands, Inc.
|
$
|
794.1
|
|
|
$
|
544.1
|
|
|
$
|
126.6
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Shelf-stable
|
$
|
4,660.1
|
|
|
$
|
4,682.4
|
|
|
$
|
5,256.8
|
|
Temperature-controlled
|
3,278.2
|
|
|
3,144.5
|
|
|
3,407.3
|
|
|||
Total net sales
|
$
|
7,938.3
|
|
|
$
|
7,826.9
|
|
|
$
|
8,664.1
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net derivative gains (losses) incurred
|
$
|
(0.9
|
)
|
|
$
|
0.6
|
|
|
$
|
(7.4
|
)
|
Less: Net derivative gains (losses) allocated to reporting segments
|
(7.1
|
)
|
|
5.7
|
|
|
(23.8
|
)
|
|||
Net derivative gains (losses) recognized in general corporate expenses
|
$
|
6.2
|
|
|
$
|
(5.1
|
)
|
|
$
|
16.4
|
|
Net derivative gains (losses) allocated to Grocery & Snacks
|
$
|
0.2
|
|
|
$
|
3.4
|
|
|
$
|
(14.4
|
)
|
Net derivative gains (losses) allocated to Refrigerated & Frozen
|
(0.3
|
)
|
|
0.8
|
|
|
(6.2
|
)
|
|||
Net derivative gains (losses) allocated to International
|
(6.9
|
)
|
|
1.6
|
|
|
(0.5
|
)
|
|||
Net derivative losses allocated to Foodservice
|
(0.1
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||
Net derivative losses allocated to Commercial
|
—
|
|
|
(0.1
|
)
|
|
(1.7
|
)
|
|||
Net derivative gains (losses) included in segment operating profit
|
$
|
(7.1
|
)
|
|
$
|
5.7
|
|
|
$
|
(23.8
|
)
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||||||||||
Net sales
|
$
|
1,804.2
|
|
|
$
|
2,173.4
|
|
|
$
|
1,994.5
|
|
|
$
|
1,966.2
|
|
|
$
|
1,895.6
|
|
|
$
|
2,088.4
|
|
|
$
|
1,981.2
|
|
|
$
|
1,861.7
|
|
Gross profit
|
519.0
|
|
|
658.3
|
|
|
598.8
|
|
|
575.4
|
|
|
544.6
|
|
|
647.5
|
|
|
621.0
|
|
|
529.0
|
|
||||||||
Income from continuing operations, net of tax
|
153.6
|
|
|
224.1
|
|
|
349.2
|
|
|
70.6
|
|
|
98.6
|
|
|
114.3
|
|
|
179.5
|
|
|
153.6
|
|
||||||||
Income (loss) from discontinued operations, net of tax
|
(0.3
|
)
|
|
0.4
|
|
|
14.5
|
|
|
(0.3
|
)
|
|
91.4
|
|
|
11.6
|
|
|
0.7
|
|
|
(1.7
|
)
|
||||||||
Net income attributable to Conagra Brands, Inc.
|
152.5
|
|
|
223.5
|
|
|
362.8
|
|
|
69.6
|
|
|
186.2
|
|
|
122.1
|
|
|
179.7
|
|
|
151.3
|
|
||||||||
Earnings per share
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income attributable to Conagra Brands, Inc. common stockholders
|
$
|
0.37
|
|
|
$
|
0.55
|
|
|
$
|
0.91
|
|
|
$
|
0.18
|
|
|
$
|
0.42
|
|
|
$
|
0.28
|
|
|
$
|
0.42
|
|
|
$
|
0.36
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income attributable to Conagra Brands, Inc. common stockholders
|
$
|
0.36
|
|
|
$
|
0.54
|
|
|
$
|
0.90
|
|
|
$
|
0.18
|
|
|
$
|
0.42
|
|
|
$
|
0.28
|
|
|
$
|
0.41
|
|
|
$
|
0.36
|
|
Dividends declared per common share
(3)
|
$
|
0.2125
|
|
|
$
|
0.2125
|
|
|
$
|
0.2125
|
|
|
$
|
0.2125
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
Share price
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
39.95
|
|
|
$
|
35.87
|
|
|
$
|
38.50
|
|
|
$
|
38.29
|
|
|
$
|
48.39
|
|
|
$
|
48.68
|
|
|
$
|
41.16
|
|
|
$
|
41.50
|
|
Low
|
33.07
|
|
|
32.43
|
|
|
35.47
|
|
|
35.34
|
|
|
45.70
|
|
|
34.30
|
|
|
36.47
|
|
|
37.29
|
|
(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 20, 2018
|
/s/ DAVID S. MARBERGER
David S. Marberger
Executive Vice President and Chief Financial Officer
July 20, 2018
|
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)
|
|
8,437,925
|
|
|
$
|
28.11
|
|
|
42,456,481
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
8,437,925
|
|
|
$
|
28.11
|
|
|
42,456,481
|
|
(1)
|
Column (a) includes 1,130,292 shares that could be issued under performance shares outstanding at
May 27, 2018
. The performance shares are earned and common stock issued if pre-set financial objectives are met. Included are 402,666 shares for two-thirds of the fiscal 2016 through 2018 performance period and one-third of the fiscal 2017 through 2019 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 1,775,294 restricted stock units and 416,496 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.
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EXHIBIT
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DESCRIPTION
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*2.1
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*2.1.1
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*2.1.2
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*2.1.3
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*2.1.4
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*2.1.5
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*2.2
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*2.2.1
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2.2.2
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*2.3
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*2.4
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3.1
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3.2
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4.1
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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)
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4.2
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4.2.1
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**10.1
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**10.1.1
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**10.2
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**10.2.1
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**10.2.2
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**10.2.3
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**10.2.4
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**10.3
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**10.3.1
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**10.3.2
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**10.4
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**10.4.1
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**10.4.2
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**10.4.3
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**10.4.4
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**10.4.5
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**10.4.6
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**10.4.7
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**10.4.8
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**10.5
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**10.5.1
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**10.5.2
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**10.5.3
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**10.5.4
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**10.5.4.1
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**10.5.5
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**10.6
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**10.6.1
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**10.6.2
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**10.6.3
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**10.6.4
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**10.6.4.1
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**10.6.4.2
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**10.6.5
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**10.6.6
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**10.6.7
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**10.6.8
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**10.7
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**10.7.1
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**10.7.2
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**10.7.3
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**10.7.4
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**10.7.5
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**10.7.6
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**10.7.7
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**10.8
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**10.9
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**10.10
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**10.10.1
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**10.11
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**10.12
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**10.13
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**10.14
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**10.15
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**10.16
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**10.17
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**10.18
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**10.18.1
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**10.19
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**10.20
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**10.21
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**10.21.1
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**10.22
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10.23
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10.24
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10.25
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10.26
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10.27
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10.28
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10.29
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10.30
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10.30.1
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10.30.2
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10.30.3
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10.31
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**10.32
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10.33
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10.33.1
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10.34
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10.34.1
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12
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21
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23
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24
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31.1
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31.2
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32
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101
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The following materials from Conagra Brands' Annual Report on Form 10-K for the year ended May 27, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Common Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.
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* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Conagra Brands agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.
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** Management contract or compensatory plan.
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Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to Conagra Brands' long-term debt are not filed with this Form 10-K. Conagra Brands will furnish a copy of any such long-term debt agreement to the Securities and Exchange Commission upon request.
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CONAGRA BRANDS, INC.
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By:
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/s/ SEAN M. CONNOLLY
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Sean M. Connolly
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President and Chief Executive Officer
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July 20, 2018
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By:
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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 20, 2018
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By:
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/s/ ROBERT G. WISE
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Robert G. Wise
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Senior Vice President and Corporate Controller
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July 20, 2018
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Sean M. Connolly*
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Director
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Bradley A. Alford*
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Director
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Anil Arora*
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Director
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Thomas K. Brown*
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Director
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Stephen G. Butler*
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Director
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Thomas W. Dickson*
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Director
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Steven F. Goldstone*
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Director
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Joie A. Gregor*
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Director
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Rajive Johri*
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Director
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Richard H. Lenny*
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Director
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Ruth Ann Marshall*
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Director
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Craig P. Omtvedt*
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Director
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By:
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/s/ DAVID S. MARBERGER
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David S. Marberger
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Attorney-In-Fact
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
Customers
Customer name | Ticker |
---|---|
PepsiCo, Inc. | PEP |
Target Corporation | TGT |
Yum! Brands, Inc. | YUM |
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
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