CAG 10-K Annual Report May 29, 2022 | Alphaminr
ALPHAMINR

CAG 10-K Fiscal year ended May 29, 2022

Balance Sheet
Cash Flow
Income Statement
Debt
CONAGRA BRANDS INC.
10-Ks and 10-Qs
10-Q
 		Quarter ended Nov. 24, 2024
10-Q
 		Quarter ended Aug. 25, 2024
10-K
 		Fiscal year ended May 26, 2024
10-Q
 		Quarter ended Feb. 25, 2024
10-Q
 		Quarter ended Nov. 26, 2023
10-Q
 		Quarter ended Aug. 27, 2023
10-K
 		Fiscal year ended May 28, 2023
10-Q
 		Quarter ended Feb. 26, 2023
10-Q
 		Quarter ended Nov. 27, 2022
10-Q
 		Quarter ended Aug. 28, 2022
10-K
 		Fiscal year ended May 29, 2022
10-Q
 		Quarter ended Feb. 27, 2022
10-Q
 		Quarter ended Nov. 28, 2021
10-Q
 		Quarter ended Aug. 29, 2021
10-K
 		Fiscal year ended May 30, 2021
10-Q
 		Quarter ended Feb. 28, 2021
10-Q
 		Quarter ended Nov. 29, 2020
10-Q
 		Quarter ended Aug. 30, 2020
10-K
 		Fiscal year ended May 31, 2020
10-Q
 		Quarter ended Feb. 23, 2020
10-Q
 		Quarter ended Nov. 24, 2019
10-Q
 		Quarter ended Aug. 25, 2019
10-K
 		Fiscal year ended May 26, 2019
10-Q
 		Quarter ended Feb. 24, 2019
10-Q
 		Quarter ended Nov. 25, 2018
10-Q
 		Quarter ended Aug. 26, 2018
10-K
 		Fiscal year ended May 27, 2018
10-Q
 		Quarter ended Feb. 25, 2018
10-Q
 		Quarter ended Nov. 26, 2017
10-Q
 		Quarter ended Aug. 27, 2017
10-K
 		Fiscal year ended May 28, 2017
10-Q
 		Quarter ended Feb. 26, 2017
10-Q
 		Quarter ended Nov. 27, 2016
10-Q
 		Quarter ended Aug. 28, 2016
10-K
 		Fiscal year ended May 29, 2016
10-Q
 		Quarter ended Feb. 28, 2016
10-Q
 		Quarter ended Nov. 29, 2015
10-Q
 		Quarter ended Aug. 30, 2015
10-K
 		Fiscal year ended May 31, 2015
10-Q
 		Quarter ended Feb. 22, 2015
10-Q
 		Quarter ended Nov. 23, 2014
10-Q
 		Quarter ended Aug. 24, 2014
10-K
 		Fiscal year ended May 25, 2014
10-Q
 		Quarter ended Feb. 23, 2014
10-Q
 		Quarter ended Nov. 24, 2013
10-Q
 		Quarter ended Aug. 25, 2013
10-K
 		Fiscal year ended May 26, 2013
10-Q
 		Quarter ended Feb. 24, 2013
10-Q
 		Quarter ended Nov. 25, 2012
10-Q
 		Quarter ended Aug. 26, 2012
10-K
 		Fiscal year ended May 27, 2012
10-Q
 		Quarter ended Feb. 26, 2012
10-Q
 		Quarter ended Nov. 27, 2011
10-Q
 		Quarter ended Aug. 28, 2011
10-K
 		Fiscal year ended May 29, 2011
10-Q
 		Quarter ended Feb. 27, 2011
10-Q
 		Quarter ended Nov. 28, 2010
10-Q
 		Quarter ended Aug. 29, 2010
10-K
 		Fiscal year ended May 30, 2010
10-Q
 		Quarter ended Feb. 28, 2010
10-Q
 		Quarter ended Nov. 29, 2009
PROXIES
DEF 14A
 		Filed on Aug. 7, 2024
DEF 14A
 		Filed on Aug. 4, 2023
DEF 14A
 		Filed on Aug. 10, 2022
DEF 14A
 		Filed on Aug. 6, 2021
DEF 14A
 		Filed on Aug. 13, 2020
DEF 14A
 		Filed on Aug. 9, 2019
DEF 14A
 		Filed on Aug. 9, 2018
DEF 14A
 		Filed on Aug. 11, 2017
DEF 14A
 		Filed on Aug. 10, 2016
DEF 14A
 		Filed on Aug. 7, 2015
DEF 14A
 		Filed on Aug. 8, 2014
DEF 14A
 		Filed on Aug. 12, 2013
DEF 14A
 		Filed on Aug. 8, 2012
DEF 14A
 		Filed on Aug. 5, 2011
DEF 14A
 		Filed on Aug. 9, 2010
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. [reserved]Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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. Exhibit 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 BrandsAnnual 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 BrandsAnnual 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 BrandsAnnual 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 BrandsQuarterly 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 BrandsAnnual 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 BrandsAnnual Report on Form 10-K for the fiscal year ended May 25, 2014 *2.2 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 BrandsCurrent Report on Form 8-K filed with the SEC on November 10, 2016 *2.3 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 BrandsCurrent 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 BrandsCurrent Report on Form 8-K filed with the SEC on November 10, 2016 3.2 Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 of Conagra BrandsCurrent Report on Form 8-K filed with the SEC on July 28, 2020 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 BrandsCurrent Report on Form 8-K filed with the SEC on October 12, 2017 4.2.1 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 4.2.2 Third Supplemental Indenture, dated October 16, 2020, by and between Conagra Brands, Inc. and Wells Fargo Bank, National Association as Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 to Conagra BrandsCurrent Report on Form 8-K filed with the SEC on October 16, 2020 4.3 Indenture, dated August 12, 2021, by and between the Company and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to Conagra BrandsCurrent Report on Form 8-K filed with the SEC on August 12, 2021 4.3.1 First Supplemental Indenture, dated August 12, 2021, by and between the Company and U.S. Bank National Association as Trustee (including Form of Note), incorporated herein by reference to Exhibit 4.2 to Conagra BrandsCurrent Report on Form 8-K filed with the SEC on August 12, 2021 4.4 Description of Securities, incorporated herein by reference to Exhibit 4.3 to Conagra BrandsAnnual Report on Form 10-K for the fiscal year ended May 26, 2019 **10.1 ConAgra Foods, Inc. Non-Qualified Pension Plan (January 1, 2009 Restatement), incorporated herein by reference to Exhibit 10.2 of Conagra BrandsQuarterly 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 BrandsQuarterly 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 BrandsQuarterly 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 BrandsQuarterly 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 BrandsQuarterly Report on Form 10-Q for the quarter ended November 26, 2017 **10.2 Conagra Brands, Inc. DirectorsDeferred Compensation Plan (2018 Restatement), effective as of May 1, 2018, incorporated herein by reference to Exhibit 10.3.2 of Conagra BrandsAnnual 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 BrandsQuarterly 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 BrandsQuarterly 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 BrandsCurrent Report on Form 8-K filed with the SEC on December 7, 2018 **10.3.3 Third Amendment, dated as of May 14, 2020, to the Conagra Brands, Inc. Voluntary Deferred Compensation Plan (January 1, 2017 Restatement), incorporated herein by reference to Exhibit 10.2 to Conagra BrandsCurrent Report on Form 8-K filed with the SEC on May 19, 2020 **10.4 ConAgra Foods 2009 Stock Plan, incorporated herein by reference to Exhibit 10.1 of Conagra BrandsCurrent 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 BrandsQuarterly 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 BrandsQuarterly 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 BrandsQuarterly 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 BrandsCurrent 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 BrandsCurrent 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 BrandsAnnual 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 BrandsAnnual 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 BrandsAnnual 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 BrandsAnnual 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 BrandsQuarterly 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 BrandsQuarterly 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 BrandsQuarterly 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 BrandsCurrent 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 BrandsCurrent Report on Form 8-K filed with the SEC on April 16, 2019 **10.5.11 Form of CEO Restricted Stock Unit Agreement, incorporated herein by reference to Exhibit 10.5.11 to Conagra BrandsAnnual Report on Form 10-K for the fiscal year ended May 26, 2019 **10.6 Form of Director Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of Conagra BrandsCurrent Report on Form 8-K filed with the SEC on May 19, 2020 **10.7 Form of Senior Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of Conagra BrandsCurrent Report on Form 8-K filed with the SEC on July 28, 2020 **10.8 ConAgra Foods, Inc. 2014 Executive Incentive Plan incorporated herein by reference to Exhibit 10.2 of Conagra BrandsCurrent Report on Form 8-K filed with the SEC on September 22, 2014 **10.9 ConAgra Foods, Inc. 2008 Performance Share Plan, effective July 16, 2008, incorporated herein by reference to Exhibit 10.3 of Conagra BrandsQuarterly Report on Form 10-Q for quarter ended August 24, 2008 **10.9.1 First Amendment to ConAgra Foods, Inc. 2008 Performance Share Plan, dated July 19, 2017, incorporated herein by reference to Exhibit 10.1 of Conagra BrandsCurrent Report on Form 8-K filed with the SEC on July 25, 2017 **10.10 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 BrandsQuarterly Report on Form 10-Q for the quarter ended November 23, 2008 **10.11 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 BrandsAnnual Report on Form 10-K for the fiscal year ended May 31, 2015 **10.12 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 BrandsCurrent Report on Form 8-K filed with the SEC on February 12, 2015 **10.13 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 BrandsCurrent Report on Form 8-K filed with the SEC on February 12, 2015 **10.13.1 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 BrandsQuarterly Report on Form 10-Q for the quarter ended February 28, 2016 **10.13.2 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 **10.14 Form of Executive Time Sharing Agreement,as adopted on February 18, 2015, incorporated herein by reference to Exhibit 10.17 of Conagra BrandsAnnual Report on Form 10-K for the fiscal year ended May 31, 2015 **10.15 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 BrandsQuarterly Report on Form 10-Q for the Quarter Ended August 28, 2016 **10.16 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 BrandsAnnual Report on Form 10-K for the fiscal year ended May 28, 2017 10.17 Term Loan Agreement, dated May 21, 2020, by and among Conagra Brands, Inc. and Farm Credit Services of America, PCA, as administrative agent and a lender, and the other financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to Conagra BrandsCurrent Report on Form 8-K filed with the SEC on May 21, 2020 10.18 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 BrandsCurrent Report on Form 8-K filed with the SEC on July 17, 2018 10.19 Amendment No. 1, dated as of July 13, 2021, to Amended and Restated Revolving Credit Agreement by and among Conagra Brands, Inc., the banks, financial institutions and other institutional lenders party thereto, as lenders, and Bank of America, N.A., as administrative agent,incorporated herein by reference to Exhibit 10.19 to Conagra BrandsAnnual Report on Form 10-K for the fiscal year ended May 30, 2021 10.20 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 BrandsCurrent Report on Form 8-K filed with the SEC on November 10, 2016 10.21 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 BrandsCurrent Report on Form 8-K filed with the SEC on November 10, 2016 10.21.1 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 BrandsAnnual 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