CAG 10-K Annual Report May 26, 2019 | Alphaminr
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CAG 10-K Fiscal year ended May 26, 2019

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CONAGRA BRANDS INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

*2.1 Master Agreement, dated as of March 4, 2013, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, CHS Inc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit 2.2 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 26, 2013 *2.1.1 Amendment No. 1 to Master Agreement, dated April 30, 2013, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, CHS Inc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit 2.2.1 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 26, 2013 *2.1.2 Acknowledgment and Amendment No. 2 to Master Agreement, dated May 31, 2013, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, CHS Inc., and HM Luxembourg S.A R.L., incorporated herein by reference to Exhibit 2.2.2 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 26, 2013 *2.1.3 Acknowledgment and Amendment No. 3 to Master Agreement, dated as of July 24, 2013, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein by reference to Exhibit 2.1 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended February 23, 2014 *2.1.4 Acknowledgment and Amendment No. 4 to Master Agreement, dated as of March 27, 2014, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein by reference to Exhibit 2.2.4 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 25, 2014 *2.1.5 Acknowledgment and Amendment No. 5 to Master Agreement, dated as of May 25, 2014, by and among Conagra Brands, Inc. (formerly ConAgra Foods, Inc.), Cargill, Incorporated, and CHS Inc., incorporated herein by reference to Exhibit 2.2.5 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 25, 2014 *2.2 Stock Purchase Agreement, dated as of November 1, 2015, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and TreeHouse Foods, Inc., incorporated herein by reference to Exhibit 2.1 of Conagra Brands Current Report on Form 8-K filed with the SEC on November 2, 2015 *2.2.1 First Amendment to Stock Purchase Agreement, dated as of January 29, 2016, by and between Bay Valley Foods LLC (as successor in interest to TreeHouse Foods, Inc.) and Conagra Brands, Inc., incorporated herein by reference to Exhibit 2.3.1 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 28, 2017 2.2.2 Second Amendment to Stock Purchase Agreement, dated as of February 14, 2017, by and between Bay Valley Foods LLC and Conagra Brands, Inc., incorporated herein by reference to Exhibit 2.1 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended February 26, 2017 *2.3 Separation and Distribution Agreement, dated as of November 8, 2016, by and between Conagra Brands, Inc. (formerly known as ConAgra Foods, Inc.) and Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 2.1 to Conagra Brands Current Report on Form 8-K filed with the SEC on November 10, 2016 *2.4 Agreement and Plan of Merger, dated June 26, 2018, by and among Conagra Brands, Inc., Pinnacle Foods Inc. and Patriot Merger Sub Inc., incorporated herein by reference to Exhibit 2.1 to Conagra Brands Current Report on Form 8-K filed with the SEC on June 27, 2018 3.1 Amended and Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to Conagra Brands Current Report on Form 8-K filed with the SEC on November 10, 2016 3.2 Amended and Restated By-Laws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 of Conagra Brands Current Report on Form 8-K filed with the SEC on May 23, 2017 4.2 Indenture, dated as of October 12, 2017, between Conagra Brands, Inc. and Wells Fargo Bank, National Association, as trustee, incorporated herein by reference to Exhibit 4.1 of Conagra Brands Current Report on Form 8-K filed with the SEC on October 12, 2017 4.2.1 First Supplemental Indenture, dated as of October 12, 2017, between Conagra Brands, Inc. and Wells Fargo Bank, National Association, as trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 of Conagra Brands Current Report on Form 8-K filed with the SEC on October 12, 2017 4.2.2 Second Supplemental Indenture, dated October 22, 2018, by and between Conagra Brands, Inc. and Wells Fargo Bank, National Association, as Trustee (including Forms of Notes), incorporated herein by reference to Exhibit 4.2 to Conagra Brands' Current Report on Form 8-K filed with the SEC on October 22, 2018 4.3 Description of Securities **10.1 ConAgra Foods, Inc. Non-Qualified Pension Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.2 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended November 23, 2008 **10.1.1 Amendment One dated December 3, 2009 to ConAgra Foods, Inc. Nonqualified Pension Plan, incorporated herein by reference to Exhibit 10.2 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended February 28, 2010 **10.1.2 Amendment Two dated November 29, 2010 to the ConAgra Foods, Inc. Non-Qualified Pension Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.2 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended February 27, 2011 **10.1.3 Amendment Three to ConAgra Foods, Inc. Nonqualified Pension Plan (January 1, 2009 Restatement), dated December 22, 2016, incorporated herein by reference to Exhibit 10.2 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended February 26, 2017 **10.1.4 Amendment Four to Conagra Brands, Inc. Nonqualified Pension Plan (January 1, 2009 Restatement), dated December 19, 2017, incorporated herein by reference to Exhibit 10.2.4 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended November 26, 2017 **10.2 Conagra Brands, Inc. Directors Deferred Compensation Plan (2018 Restatement), effective as of May 1, 2018, incorporated herein by reference to Exhibit 10.3.2 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 27, 2018 **10.3 Conagra Brands, Inc. Voluntary Deferred Compensation Plan (Effective January 1, 2017), incorporated herein by reference to Exhibit 10.4.7 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended August 27, 2017 **10.3.1 First Amendment to Conagra Brands, Inc. Voluntary Deferred Compensation Plan (January 1, 2017 Restatement), incorporated herein by reference to Exhibit 10.4.8 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended November 26, 2017 **10.3.2 Second Amendment, dated as of December 5, 2018, to the Conagra Brands, Inc. Voluntary Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.1 to Conagra Brands Current Report on Form 8-K filed with the SEC on December 7, 2018 **10.4 ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.1 of Conagra Brands Current Report on Form 8-K filed with the SEC on September 28, 2009 **10.4.1 Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for Non-Employee Directors under the ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.5 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended August 30, 2009 **10.4.2 Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for Employees, incorporated herein by reference to Exhibit 10.4 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended August 30, 2009 **10.4.3 Form of Stock Option Agreement (ConAgra Foods 2009 Stock Plan) for certain named executive officers, incorporated herein by reference to Exhibit 10.6 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended August 30, 2009 **10.5 ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.1 of Conagra Brands Current Report on Form 8-K filed with the SEC on September 22, 2014 **10.5.1 First Amendment to ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.1 of Conagra Brands Current Report on Form 8-K filed with the SEC on December 15, 2017 **10.5.2 Form of Restricted Stock Unit Agreement for Non-Employee Directors under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.10.1 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 31, 2015 **10.5.3 Form of Restricted Stock Unit Agreement (Cash-Settled) under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.10.2 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 31, 2015 **10.5.4 Form of Restricted Stock Unit Agreement (Stock-Settled) under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.10.3 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 31, 2015 **10.5.5 Form of Nonqualified Stock Option Agreement for Employees under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.10.4 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 31, 2015 **10.5.6 Form of Retention Restricted Stock Unit Agreement (Stock Settled) under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.3 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended August 30, 2015 **10.5.7 Form of Restricted Stock Unit Agreement (Cash or Stock Settled) under ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.7.6 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended August 27, 2017 **10.5.8 Form of Restricted Stock Unit Agreement under the ConAgra Foods, Inc. 2014 Stock Plan, incorporated herein by reference to Exhibit 10.4 of Conagra Brands Quarterly Report on Form 10-Q for the quarterly period ended August 26, 2018 **10.5.9 Form of Performance-Based Restricted Stock Units Agreement (for non-CEO participants), incorporated herein by reference to Exhibit 10.1 of Conagra Brands Current Report on Form 8-K filed with the SEC on April 16, 2019 **10.5.10 Form of CEO Performance-Based Restricted Stock Units Agreement, incorporated herein by reference to Exhibit 10.2 of Conagra Brands Current Report on Form 8-K filed with the SEC on April 16, 2019 **10.5.11 Form of CEO Restricted Stock Unit Agreement **10.6 ConAgra Foods, Inc. 2014 Executive Incentive Plan incorporated herein by reference to Exhibit 10.2 of Conagra Brands Current Report on Form 8-K filed with the SEC on September 22, 2014 **10.7 ConAgra Foods, Inc. 2008 Performance Share Plan, effective July 16, 2008, incorporated herein by reference to Exhibit 10.3 of Conagra Brands Quarterly Report on Form 10-Q for quarter ended August 24, 2008 **10.7.1 First Amendment to ConAgra Foods, Inc. 2008 Performance Share Plan, dated July 19, 2017, incorporated herein by reference to Exhibit 10.1 of Conagra Brands Current Report on Form 8-K filed with the SEC on July 25, 2017 **10.8 Form of Amended and Restated Change of Control Agreement between ConAgra Foods and its executives (pre September 2011), incorporated herein by reference to Exhibit 10.14 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended November 23, 2008 **10.9 Form of Change of Control Agreement between ConAgra Foods and its executives (post September 2011), as amended and restated on February 18, 2015, incorporated herein by reference to Exhibit 10.16.1 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 31, 2015 **10.10 Change of Control Agreement, dated as of February 12, 2015, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.3 of Conagra Brands Current Report on Form 8-K filed with the SEC on February 12, 2015 **10.11 Employment Agreement, dated as of February 12, 2015, between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.2 of Conagra Brands Current Report on Form 8-K filed with the SEC on February 12, 2015 **10.11.1 Amendment to Employment Agreement dated December 31, 2015, effective January 1, 2016, by and between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and Sean Connolly, incorporated herein by reference to Exhibit 10.1 of Conagra Brands Quarterly Report on Form 10-Q for the quarter ended February 28, 2016 **10.11.2 Letter of Agreement, dated as of August 2, 2018, between Conagra Brands, Inc. and Sean M. Connolly, incorporated herein by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on August 8, 2018 **10.12 Form of Executive Time Sharing Agreement,as adopted on February 18, 2015, incorporated herein by reference to Exhibit 10.17 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 31, 2015 **10.13 Letter Agreement, by and between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and David Marberger, dated as of July 13, 2016, incorporated herein by reference to Exhibit 10.1 of Conagra Brands Quarterly Report on Form 10-Q for the Quarter Ended August 28, 2016 **10.14 Letter Agreement, dated September 10, 2015, by and between Conagra Brands, Inc. (formerly ConAgra Foods, Inc.) and David Biegger, incorporated herein by reference to Exhibit 10.22 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 28, 2017 10.15 Term Loan Agreement, dated July 11, 2018, by and among Conagra Brands, Inc. and Bank of America, N.A., as administrative agent and a lender, Goldman Sachs Bank USA, as syndication agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to Conagra Brands Current Report on Form 8-K filed with the SEC on July 17, 2018 10.16 Amended and Restated Revolving Credit Agreement, dated July 11, 2018, by and among Conagra Brands, Inc. and Bank of America, N.A., as administrative agent and a lender, JPMorgan Chase Bank, N.A., as syndication agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.2 to Conagra Brands Current Report on Form 8-K filed with the SEC on July 17, 2018 10.17 Tax Matters Agreement, dated as of November 8, 2016, by and between Conagra Brands, Inc. and Lamb Weston Holdings, Inc., incorporated herein by reference to Exhibit 10.1 to Conagra Brands Current Report on Form 8-K filed with the SEC on November 10, 2016 10.18 Trademark License Agreement, dated as of November 8, 2016, by and between ConAgra Foods RDM, Inc. and ConAgra Foods Lamb Weston, Inc., incorporated herein by reference to Exhibit 10.4 to Conagra Brands Current Report on Form 8-K filed with the SEC on November 10, 2016 10.18.1 First Amendment to Trademark License Agreement, dated March 20, 2017, by and between ConAgra Foods RDM, Inc. and Lamb Weston, Inc. (formerly known as ConAgra Foods Lamb Weston, Inc.), incorporated herein by reference to Exhibit 10.32.1 of Conagra Brands Annual Report on Form 10-K for the fiscal year ended May 28, 2017 21 Subsidiaries of Conagra Brands, Inc. 23 Consent of KPMG LLP 24 Powers of Attorney 31.1 Section 302 Certificate 31.2 Section 302 Certificate 32 Section 906 Certificates