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|
x
|
QUARTERLY 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 Merchandise Mart Plaza, Suite 1300
Chicago, Illinois
|
|
60654
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Item 1
|
||
|
||
|
||
|
||
|
||
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
Item 1
|
||
Item 1A
|
||
Item 2
|
||
Item 6
|
||
|
||
|
||
|
||
|
||
Exhibit 101
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 25,
2018 |
|
February 26,
2017 |
|
February 25,
2018 |
|
February 26,
2017 |
||||||||
Net sales
|
$
|
1,994.5
|
|
|
$
|
1,981.2
|
|
|
$
|
5,972.1
|
|
|
$
|
5,965.2
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
1,395.7
|
|
|
1,360.2
|
|
|
4,196.0
|
|
|
4,152.1
|
|
||||
Selling, general and administrative expenses
|
330.2
|
|
|
349.7
|
|
|
876.5
|
|
|
999.3
|
|
||||
Interest expense, net
|
39.8
|
|
|
45.7
|
|
|
114.2
|
|
|
158.0
|
|
||||
Income from continuing operations before income taxes and equity method investment earnings
|
228.8
|
|
|
225.6
|
|
|
785.4
|
|
|
655.8
|
|
||||
Income tax expense (benefit)
|
(91.4
|
)
|
|
67.9
|
|
|
138.1
|
|
|
315.5
|
|
||||
Equity method investment earnings
|
29.0
|
|
|
21.8
|
|
|
79.6
|
|
|
52.1
|
|
||||
Income from continuing operations
|
349.2
|
|
|
179.5
|
|
|
726.9
|
|
|
392.4
|
|
||||
Income from discontinued operations, net of tax
|
14.5
|
|
|
0.7
|
|
|
14.6
|
|
|
103.7
|
|
||||
Net income
|
$
|
363.7
|
|
|
$
|
180.2
|
|
|
$
|
741.5
|
|
|
$
|
496.1
|
|
Less: Net income attributable to noncontrolling interests
|
0.9
|
|
|
0.5
|
|
|
2.7
|
|
|
8.1
|
|
||||
Net income attributable to Conagra Brands, Inc.
|
$
|
362.8
|
|
|
$
|
179.7
|
|
|
$
|
738.8
|
|
|
$
|
488.0
|
|
Earnings per share — basic
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
|
$
|
0.87
|
|
|
$
|
0.41
|
|
|
$
|
1.78
|
|
|
$
|
0.90
|
|
Income from discontinued operations attributable to Conagra Brands, Inc. common stockholders
|
0.04
|
|
|
0.01
|
|
|
0.03
|
|
|
0.22
|
|
||||
Net income attributable to Conagra Brands, Inc. common stockholders
|
$
|
0.91
|
|
|
$
|
0.42
|
|
|
$
|
1.81
|
|
|
$
|
1.12
|
|
Earnings per share — diluted
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
|
$
|
0.87
|
|
|
$
|
0.41
|
|
|
$
|
1.76
|
|
|
$
|
0.89
|
|
Income from discontinued operations attributable to Conagra Brands, Inc. common stockholders
|
0.03
|
|
|
—
|
|
|
0.04
|
|
|
0.22
|
|
||||
Net income attributable to Conagra Brands, Inc. common stockholders
|
$
|
0.90
|
|
|
$
|
0.41
|
|
|
$
|
1.80
|
|
|
$
|
1.11
|
|
Cash dividends declared per common share
|
$
|
0.2125
|
|
|
$
|
0.20
|
|
|
$
|
0.6375
|
|
|
$
|
0.70
|
|
|
Thirteen weeks ended
|
||||||||||||||||||
|
February 25, 2018
|
|
February 26, 2017
|
||||||||||||||||
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
||||||||||||
Net income
|
$
|
257.8
|
|
$
|
105.9
|
|
$
|
363.7
|
|
|
$
|
245.5
|
|
$
|
(65.3
|
)
|
$
|
180.2
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||||||
Derivative adjustments:
|
|
|
|
|
|
|
|
||||||||||||
Unrealized derivative adjustments
|
1.2
|
|
(0.3
|
)
|
0.9
|
|
|
4.1
|
|
(1.6
|
)
|
2.5
|
|
||||||
Reclassification for derivative adjustments included in net income
|
—
|
|
—
|
|
—
|
|
|
(0.2
|
)
|
0.1
|
|
(0.1
|
)
|
||||||
Unrealized gains on available-for-sale securities
|
0.7
|
|
(0.1
|
)
|
0.6
|
|
|
0.2
|
|
(0.1
|
)
|
0.1
|
|
||||||
Unrealized currency translation gains
|
5.1
|
|
(0.1
|
)
|
5.0
|
|
|
15.7
|
|
—
|
|
15.7
|
|
||||||
Pension and post-employment benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized pension and post-employment benefit obligations
|
—
|
|
—
|
|
—
|
|
|
62.2
|
|
(23.8
|
)
|
38.4
|
|
||||||
Reclassification for pension and post-employment benefit obligations included in net income
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
|
13.0
|
|
(5.0
|
)
|
8.0
|
|
||||||
Comprehensive income
|
264.7
|
|
105.4
|
|
370.1
|
|
|
340.5
|
|
(95.7
|
)
|
244.8
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
0.5
|
|
(0.3
|
)
|
0.2
|
|
|
3.0
|
|
(0.3
|
)
|
2.7
|
|
||||||
Comprehensive income attributable to Conagra Brands, Inc.
|
$
|
264.2
|
|
$
|
105.7
|
|
$
|
369.9
|
|
|
$
|
337.5
|
|
$
|
(95.4
|
)
|
$
|
242.1
|
|
|
Thirty-nine weeks ended
|
||||||||||||||||||
|
February 25, 2018
|
|
February 26, 2017
|
||||||||||||||||
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax (Expense) Benefit
|
After-Tax Amount
|
||||||||||||
Net income
|
$
|
865.2
|
|
$
|
(123.7
|
)
|
$
|
741.5
|
|
|
$
|
896.7
|
|
$
|
(400.6
|
)
|
$
|
496.1
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||||||
Derivative adjustments:
|
|
|
|
|
|
|
|
||||||||||||
Unrealized derivative adjustments
|
2.2
|
|
(0.7
|
)
|
1.5
|
|
|
(1.7
|
)
|
0.6
|
|
(1.1
|
)
|
||||||
Reclassification for derivative adjustments included in net income
|
0.1
|
|
—
|
|
0.1
|
|
|
(0.2
|
)
|
0.1
|
|
(0.1
|
)
|
||||||
Unrealized gains on available-for-sale securities
|
1.4
|
|
(0.4
|
)
|
1.0
|
|
|
0.6
|
|
(0.2
|
)
|
0.4
|
|
||||||
Unrealized currency translation gains (losses)
|
25.0
|
|
(0.1
|
)
|
24.9
|
|
|
(10.3
|
)
|
0.2
|
|
(10.1
|
)
|
||||||
Pension and post-employment benefit obligations:
|
|
|
|
|
|
|
|
||||||||||||
Unrealized pension and post-employment benefit obligations
|
43.5
|
|
(16.6
|
)
|
26.9
|
|
|
126.9
|
|
(49.3
|
)
|
77.6
|
|
||||||
Reclassification for pension and post-employment benefit obligations included in net income
|
(0.4
|
)
|
0.1
|
|
(0.3
|
)
|
|
11.2
|
|
(4.3
|
)
|
6.9
|
|
||||||
Comprehensive income
|
937.0
|
|
(141.4
|
)
|
795.6
|
|
|
1,023.2
|
|
(453.5
|
)
|
569.7
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
2.9
|
|
(0.9
|
)
|
2.0
|
|
|
9.0
|
|
(0.5
|
)
|
8.5
|
|
||||||
Comprehensive income attributable to Conagra Brands, Inc.
|
$
|
934.1
|
|
$
|
(140.5
|
)
|
$
|
793.6
|
|
|
$
|
1,014.2
|
|
$
|
(453.0
|
)
|
$
|
561.2
|
|
|
February 25,
2018 |
|
May 28,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
132.9
|
|
|
$
|
251.4
|
|
Receivables, less allowance for doubtful accounts of $3.4 and $3.1
|
603.4
|
|
|
563.4
|
|
||
Inventories
|
1,016.7
|
|
|
927.9
|
|
||
Prepaid expenses and other current assets
|
253.3
|
|
|
228.7
|
|
||
Current assets held for sale
|
51.8
|
|
|
41.8
|
|
||
Total current assets
|
2,058.1
|
|
|
2,013.2
|
|
||
Property, plant and equipment
|
4,116.8
|
|
|
4,162.9
|
|
||
Less accumulated depreciation
|
(2,489.5
|
)
|
|
(2,515.2
|
)
|
||
Property, plant and equipment, net
|
1,627.3
|
|
|
1,647.7
|
|
||
Goodwill
|
4,506.7
|
|
|
4,295.3
|
|
||
Brands, trademarks and other intangibles, net
|
1,300.4
|
|
|
1,223.7
|
|
||
Other assets
|
853.6
|
|
|
790.6
|
|
||
Noncurrent assets held for sale
|
117.1
|
|
|
125.8
|
|
||
|
$
|
10,463.2
|
|
|
$
|
10,096.3
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable
|
$
|
352.3
|
|
|
$
|
28.2
|
|
Current installments of long-term debt
|
77.3
|
|
|
199.0
|
|
||
Accounts payable
|
869.6
|
|
|
773.1
|
|
||
Accrued payroll
|
141.0
|
|
|
167.6
|
|
||
Other accrued liabilities
|
550.5
|
|
|
552.6
|
|
||
Total current liabilities
|
1,990.7
|
|
|
1,720.5
|
|
||
Senior long-term debt, excluding current installments
|
3,037.0
|
|
|
2,573.3
|
|
||
Subordinated debt
|
195.9
|
|
|
195.9
|
|
||
Other noncurrent liabilities
|
1,430.1
|
|
|
1,528.8
|
|
||
Total liabilities
|
6,653.7
|
|
|
6,018.5
|
|
||
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
|
1,173.7
|
|
|
1,171.9
|
|
||
Retained earnings
|
4,758.8
|
|
|
4,247.0
|
|
||
Accumulated other comprehensive loss
|
(175.5
|
)
|
|
(212.9
|
)
|
||
Less treasury stock, at cost, 174,387,561 and 151,387,209 common shares
|
(4,876.2
|
)
|
|
(4,054.9
|
)
|
||
Total Conagra Brands, Inc. common stockholders' equity
|
3,720.5
|
|
|
3,990.8
|
|
||
Noncontrolling interests
|
89.0
|
|
|
87.0
|
|
||
Total stockholders' equity
|
3,809.5
|
|
|
4,077.8
|
|
||
|
$
|
10,463.2
|
|
|
$
|
10,096.3
|
|
|
Thirty-nine weeks ended
|
||||||
|
February 25,
2018 |
|
February 26,
2017 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
741.5
|
|
|
$
|
496.1
|
|
Income from discontinued operations
|
14.6
|
|
|
103.7
|
|
||
Income from continuing operations
|
726.9
|
|
|
392.4
|
|
||
Adjustments to reconcile income from continuing operations to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
193.4
|
|
|
199.8
|
|
||
Asset impairment charges
|
9.4
|
|
|
221.9
|
|
||
Gain on divestitures
|
—
|
|
|
(197.4
|
)
|
||
Loss on extinguishment of debt
|
—
|
|
|
93.3
|
|
||
Earnings of affiliates in excess of distributions
|
(53.1
|
)
|
|
(21.6
|
)
|
||
Stock-settled share-based payments expense
|
26.7
|
|
|
28.1
|
|
||
Contributions to pension plans
|
(9.7
|
)
|
|
(9.8
|
)
|
||
Pension benefit
|
(38.7
|
)
|
|
(16.2
|
)
|
||
Lease cancellation expense
|
48.2
|
|
|
—
|
|
||
Other items
|
(31.0
|
)
|
|
25.5
|
|
||
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
|
|
|
|
||||
Receivables
|
(25.8
|
)
|
|
49.5
|
|
||
Inventories
|
(89.8
|
)
|
|
35.0
|
|
||
Deferred income taxes and income taxes payable, net
|
(10.2
|
)
|
|
135.6
|
|
||
Prepaid expenses and other current assets
|
(5.5
|
)
|
|
8.2
|
|
||
Accounts payable
|
101.2
|
|
|
13.3
|
|
||
Accrued payroll
|
(30.9
|
)
|
|
(71.5
|
)
|
||
Other accrued liabilities
|
(3.0
|
)
|
|
(82.6
|
)
|
||
Net cash flows from operating activities — continuing operations
|
808.1
|
|
|
803.5
|
|
||
Net cash flows from operating activities — discontinued operations
|
34.2
|
|
|
43.0
|
|
||
Net cash flows from operating activities
|
842.3
|
|
|
846.5
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(175.9
|
)
|
|
(158.5
|
)
|
||
Sale of property, plant and equipment
|
7.5
|
|
|
12.5
|
|
||
Proceeds from divestitures
|
—
|
|
|
489.0
|
|
||
Purchase of businesses
|
(337.1
|
)
|
|
(108.1
|
)
|
||
Other items
|
4.3
|
|
|
—
|
|
||
Net cash flows from investing activities — continuing operations
|
(501.2
|
)
|
|
234.9
|
|
||
Net cash flows from investing activities — discontinued operations
|
—
|
|
|
(123.7
|
)
|
||
Net cash flows from investing activities
|
(501.2
|
)
|
|
111.2
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net short-term borrowings
|
324.1
|
|
|
(10.1
|
)
|
||
Issuance of long-term debt, net of debt issuance costs
|
497.1
|
|
|
—
|
|
||
Repayment of long-term debt
|
(170.1
|
)
|
|
(1,062.3
|
)
|
||
Payment of intangible asset financing arrangement
|
(14.4
|
)
|
|
(14.9
|
)
|
||
Repurchase of Conagra Brands, Inc. common shares
|
(860.0
|
)
|
|
(594.6
|
)
|
||
Cash dividends paid
|
(257.7
|
)
|
|
(328.9
|
)
|
||
Exercise of stock options and issuance of other stock awards, including tax withholdings
|
13.0
|
|
|
66.6
|
|
||
Other items
|
—
|
|
|
(1.9
|
)
|
||
Net cash flows from financing activities — continuing operations
|
(468.0
|
)
|
|
(1,946.1
|
)
|
||
Net cash flows from financing activities — discontinued operations
|
—
|
|
|
839.1
|
|
||
Net cash flows from financing activities
|
(468.0
|
)
|
|
(1,107.0
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
8.4
|
|
|
(1.6
|
)
|
||
Net change in cash and cash equivalents
|
(118.5
|
)
|
|
(150.9
|
)
|
||
Add: Cash balance included in assets held for sale and discontinued operations at beginning of period
|
—
|
|
|
36.4
|
|
||
Less: Cash balance included in assets held for sale and discontinued operations at end of period
|
—
|
|
|
—
|
|
||
Cash and cash equivalents at beginning of period
|
251.4
|
|
|
798.1
|
|
||
Cash and cash equivalents at end of period
|
$
|
132.9
|
|
|
$
|
683.6
|
|
|
February 25, 2018
|
|
May 28, 2017
|
||||
Currency translation losses, net of reclassification adjustments
|
$
|
(73.0
|
)
|
|
$
|
(98.6
|
)
|
Derivative adjustments, net of reclassification adjustments
|
0.5
|
|
|
(1.1
|
)
|
||
Unrealized gains (losses) on available-for-sale securities
|
0.8
|
|
|
(0.3
|
)
|
||
Pension and post-employment benefit obligations, net of reclassification adjustments
|
(103.8
|
)
|
|
(112.9
|
)
|
||
Accumulated other comprehensive loss
1
|
$
|
(175.5
|
)
|
|
$
|
(212.9
|
)
|
|
|
Thirteen weeks ended
|
|
Affected Line Item in the Condensed Consolidated Statement of Earnings
1
|
||||||
|
|
February 25, 2018
|
|
February 26, 2017
|
|
|
||||
Net derivative adjustment, net of tax:
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
Interest expense, net
|
|
|
—
|
|
|
(0.2
|
)
|
|
Total before tax
|
||
|
|
—
|
|
|
0.1
|
|
|
Income tax expense
|
||
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
Net of tax
|
Pension and postretirement liabilities:
|
|
|
|
|
|
|
||||
Net prior service benefit
|
|
$
|
(0.1
|
)
|
|
$
|
(0.9
|
)
|
|
Selling, general and administrative expenses
|
Pension settlement
|
|
—
|
|
|
13.8
|
|
|
Selling, general and administrative expenses
|
||
Net actuarial loss
|
|
—
|
|
|
0.1
|
|
|
Selling, general and administrative expenses
|
||
|
|
(0.1
|
)
|
|
13.0
|
|
|
Total before tax
|
||
|
|
—
|
|
|
(5.0
|
)
|
|
Income tax expense
|
||
|
|
$
|
(0.1
|
)
|
|
$
|
8.0
|
|
|
Net of tax
|
|
|
Thirty-nine weeks ended
|
|
Affected Line Item in the Condensed Consolidated Statement of Earnings
1
|
||||||
|
|
February 25, 2018
|
|
February 26, 2017
|
|
|
||||
Net derivative adjustment, net of tax:
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
$
|
0.1
|
|
|
$
|
(0.2
|
)
|
|
Interest expense, net
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
Total before tax
|
||
|
|
—
|
|
|
0.1
|
|
|
Income tax expense
|
||
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
Net of tax
|
Pension and postretirement liabilities:
|
|
|
|
|
|
|
||||
Net prior service benefit
|
|
$
|
(0.4
|
)
|
|
$
|
(2.9
|
)
|
|
Selling, general and administrative expenses
|
Pension settlement
|
|
—
|
|
|
13.8
|
|
|
Selling, general and administrative expenses
|
||
Net actuarial loss
|
|
—
|
|
|
0.3
|
|
|
Selling, general and administrative expenses
|
||
|
|
(0.4
|
)
|
|
11.2
|
|
|
Total before tax
|
||
|
|
0.1
|
|
|
(4.3
|
)
|
|
Income tax expense
|
||
|
|
$
|
(0.3
|
)
|
|
$
|
6.9
|
|
|
Net of tax
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 25, 2018
|
|
February 26, 2017
|
|
February 25, 2018
|
|
February 26, 2017
|
||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,407.9
|
|
Income (loss) from discontinued operations before income taxes and equity method investment earnings
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
174.3
|
|
Income (loss) before income taxes and equity method investment earnings
|
—
|
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|
174.3
|
|
||||
Income tax expense (benefit)
|
(14.5
|
)
|
|
(0.6
|
)
|
|
(14.6
|
)
|
|
88.0
|
|
||||
Equity method investment earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
||||
Income (loss) from discontinued operations, net of tax
|
14.5
|
|
|
(0.2
|
)
|
|
14.3
|
|
|
102.2
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
||||
Net income (loss) from discontinued operations attributable to Conagra Brands, Inc.
|
$
|
14.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
14.3
|
|
|
$
|
95.4
|
|
|
February 25, 2018
|
|
May 28, 2017
|
||||
Current assets
|
$
|
6.9
|
|
|
$
|
6.3
|
|
Noncurrent assets (including goodwill of $5.8 million)
|
11.7
|
|
|
11.4
|
|
|
February 25, 2018
|
|
May 28, 2017
|
||||
Current assets
|
$
|
44.9
|
|
|
$
|
35.5
|
|
Noncurrent assets (including goodwill of $74.5 million)
|
100.4
|
|
|
102.8
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Corporate
|
|
Total
|
||||||||||||
Pension costs
|
$
|
33.4
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.9
|
|
Accelerated depreciation
|
32.2
|
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
52.0
|
|
||||||
Other cost of goods sold
|
10.7
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.8
|
|
||||||
Total cost of goods sold
|
76.3
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
99.7
|
|
||||||
Severance and related costs, net
|
25.4
|
|
|
10.3
|
|
|
3.4
|
|
|
7.9
|
|
|
103.4
|
|
|
150.4
|
|
||||||
Fixed asset impairment (net of gains on disposal)
|
5.9
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
24.0
|
|
||||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
4.2
|
|
||||||
Contract/lease termination expenses
|
0.9
|
|
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
84.8
|
|
|
86.9
|
|
||||||
Consulting/professional fees
|
1.1
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
54.1
|
|
|
55.7
|
|
||||||
Other selling, general and administrative expenses
|
16.0
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
22.9
|
|
|
42.2
|
|
||||||
Total selling, general and administrative expenses
|
49.3
|
|
|
21.5
|
|
|
4.1
|
|
|
7.9
|
|
|
280.6
|
|
|
363.4
|
|
||||||
Consolidated total
|
$
|
125.6
|
|
|
$
|
43.7
|
|
|
$
|
4.1
|
|
|
$
|
7.9
|
|
|
$
|
281.8
|
|
|
$
|
463.1
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Corporate
|
|
Total
|
||||||||||
Pension costs
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
Other cost of goods sold
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
Total cost of goods sold
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Severance and related costs, net
|
(0.1
|
)
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
|||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
Contract/lease termination expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
12.8
|
|
|
12.8
|
|
|||||
Consulting/professional fees
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
Other selling, general and administrative expenses
|
0.6
|
|
|
0.1
|
|
|
—
|
|
|
0.6
|
|
|
1.3
|
|
|||||
Total selling, general and administrative expenses
|
0.5
|
|
|
0.1
|
|
|
0.2
|
|
|
14.0
|
|
|
14.8
|
|
|||||
Consolidated total
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
14.0
|
|
|
$
|
14.7
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Corporate
|
|
Total
|
||||||||||
Pension costs
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Accelerated depreciation
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|||||
Other cost of goods sold
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|||||
Total cost of goods sold
|
5.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|||||
Severance and related costs, net
|
1.7
|
|
|
—
|
|
|
1.1
|
|
|
0.8
|
|
|
3.6
|
|
|||||
Fixed asset impairment (net of gains on disposal)
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
3.0
|
|
|||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
|||||
Contract/lease termination expenses
|
0.1
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|
12.8
|
|
|||||
Consulting/professional fees
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.9
|
|
|||||
Other selling, general and administrative expenses
|
4.5
|
|
|
0.1
|
|
|
—
|
|
|
1.2
|
|
|
5.8
|
|
|||||
Total selling, general and administrative expenses
|
5.0
|
|
|
0.1
|
|
|
1.1
|
|
|
21.4
|
|
|
27.6
|
|
|||||
Consolidated total
|
$
|
10.6
|
|
|
$
|
0.1
|
|
|
$
|
1.1
|
|
|
$
|
21.4
|
|
|
$
|
33.2
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Corporate
|
|
Total
|
||||||||||||
Pension costs
|
$
|
33.4
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.9
|
|
Accelerated depreciation
|
32.2
|
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
52.0
|
|
||||||
Other cost of goods sold
|
8.9
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
||||||
Total cost of goods sold
|
74.5
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
97.9
|
|
||||||
Severance and related costs, net
|
25.6
|
|
|
10.3
|
|
|
3.6
|
|
|
7.9
|
|
|
102.3
|
|
|
149.7
|
|
||||||
Fixed asset impairment (net of gains on disposal)
|
5.9
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|
24.0
|
|
||||||
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
||||||
Contract/lease termination expenses
|
0.9
|
|
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
84.0
|
|
|
86.1
|
|
||||||
Consulting/professional fees
|
1.0
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
52.0
|
|
|
53.5
|
|
||||||
Other selling, general and administrative expenses
|
15.7
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
21.2
|
|
|
40.2
|
|
||||||
Total selling, general and administrative expenses
|
49.1
|
|
|
21.5
|
|
|
4.3
|
|
|
7.9
|
|
|
274.8
|
|
|
357.6
|
|
||||||
Consolidated total
|
$
|
123.6
|
|
|
$
|
43.7
|
|
|
$
|
4.3
|
|
|
$
|
7.9
|
|
|
$
|
276.0
|
|
|
$
|
455.5
|
|
|
Balance at May 28, 2017
|
|
Costs Incurred
and Charged
to Expense
|
|
Costs Paid
or Otherwise Settled
|
|
Changes in Estimates
|
|
Balance at February 25, 2018
|
||||||||||
Pension costs
|
$
|
31.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
32.3
|
|
Severance and related costs
|
13.8
|
|
|
4.5
|
|
|
(9.5
|
)
|
|
(0.9
|
)
|
|
7.9
|
|
|||||
Consulting/professional fees
|
0.6
|
|
|
0.9
|
|
|
(1.3
|
)
|
|
—
|
|
|
0.2
|
|
|||||
Contract/lease termination
|
11.6
|
|
|
13.3
|
|
|
(18.1
|
)
|
|
(0.5
|
)
|
|
6.3
|
|
|||||
Other costs
|
1.9
|
|
|
9.3
|
|
|
(10.2
|
)
|
|
—
|
|
|
1.0
|
|
|||||
Total
|
$
|
59.7
|
|
|
$
|
28.0
|
|
|
$
|
(39.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
47.7
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 25,
2018 |
|
February 26,
2017 |
|
February 25,
2018 |
|
February 26,
2017 |
||||||||
Long-term debt
|
$
|
40.9
|
|
|
$
|
46.5
|
|
|
$
|
118.4
|
|
|
$
|
164.0
|
|
Short-term debt
|
0.4
|
|
|
0.2
|
|
|
1.5
|
|
|
0.6
|
|
||||
Interest income
|
(0.8
|
)
|
|
(1.3
|
)
|
|
(2.8
|
)
|
|
(2.8
|
)
|
||||
Interest capitalized
|
(0.7
|
)
|
|
0.3
|
|
|
(2.9
|
)
|
|
(3.8
|
)
|
||||
|
$
|
39.8
|
|
|
$
|
45.7
|
|
|
$
|
114.2
|
|
|
$
|
158.0
|
|
|
Grocery & Snacks
|
|
Refrigerated & Frozen
|
|
International
|
|
Foodservice
|
|
Total
|
||||||||||
Balance as of May 28, 2017
|
$
|
2,439.1
|
|
|
$
|
1,037.3
|
|
|
$
|
247.8
|
|
|
$
|
571.1
|
|
|
$
|
4,295.3
|
|
Acquisitions
|
155.3
|
|
|
57.0
|
|
|
—
|
|
|
—
|
|
|
212.3
|
|
|||||
Purchase accounting adjustments
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Currency translation
|
—
|
|
|
1.4
|
|
|
(0.8
|
)
|
|
—
|
|
|
0.6
|
|
|||||
Balance as of February 25, 2018
|
$
|
2,592.9
|
|
|
$
|
1,095.7
|
|
|
$
|
247.0
|
|
|
$
|
571.1
|
|
|
$
|
4,506.7
|
|
|
February 25, 2018
|
|
May 28, 2017
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Non-amortizing intangible assets
|
$
|
913.6
|
|
|
$
|
—
|
|
|
$
|
829.7
|
|
|
$
|
—
|
|
Amortizing intangible assets
|
592.8
|
|
|
206.0
|
|
|
573.5
|
|
|
179.5
|
|
||||
|
$
|
1,506.4
|
|
|
$
|
206.0
|
|
|
$
|
1,403.2
|
|
|
$
|
179.5
|
|
|
February 25,
2018 |
|
May 28,
2017 |
||||
Prepaid expenses and other current assets
|
$
|
2.5
|
|
|
$
|
2.3
|
|
Other accrued liabilities
|
0.8
|
|
|
1.3
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
Commodity contracts
|
Prepaid expenses and other current assets
|
|
$
|
1.9
|
|
|
Other accrued liabilities
|
|
$
|
1.3
|
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
0.2
|
|
|
Other accrued liabilities
|
|
0.7
|
|
||
Total derivatives not designated as hedging instruments
|
|
$
|
2.1
|
|
|
|
|
$
|
2.0
|
|
|
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
|
|
Derivatives Not Designated as Hedging Instruments
|
|
Location in Condensed Consolidated Statements of Earnings of Gains (Losses) Recognized on Derivatives
|
|
Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for the Thirteen Weeks Ended
|
||||||
February 25, 2018
|
|
February 26, 2017
|
||||||||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
(0.5
|
)
|
|
(0.2
|
)
|
||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
—
|
|
|
(1.4
|
)
|
||
Total losses from derivative instruments not designated as hedging instruments
|
|
$
|
(0.5
|
)
|
|
$
|
(1.1
|
)
|
Derivatives Not Designated as Hedging Instruments
|
|
Location in Condensed Consolidated Statements of Earnings of Gains (Losses) Recognized on Derivatives
|
|
Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for
the Thirty-nine Weeks Ended |
||||||
February 25, 2018
|
|
February 26, 2017
|
||||||||
Commodity contracts
|
|
Cost of goods sold
|
|
$
|
1.4
|
|
|
$
|
1.7
|
|
Foreign exchange contracts
|
|
Cost of goods sold
|
|
(6.3
|
)
|
|
1.3
|
|
||
Foreign exchange contracts
|
|
Selling, general and administrative expense
|
|
0.3
|
|
|
(0.1
|
)
|
||
Total gains (losses) from derivative instruments not designated as hedging instruments
|
|
$
|
(4.6
|
)
|
|
$
|
2.9
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 25,
2018 |
|
February 26,
2017 |
|
February 25,
2018 |
|
February 26,
2017 |
||||||||
Net income available to Conagra Brands, Inc. common stockholders:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders
|
$
|
348.3
|
|
|
$
|
179.0
|
|
|
$
|
724.2
|
|
|
$
|
391.1
|
|
Income from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders
|
14.5
|
|
|
0.7
|
|
|
14.6
|
|
|
96.9
|
|
||||
Net income attributable to Conagra Brands, Inc. common stockholders
|
$
|
362.8
|
|
|
$
|
179.7
|
|
|
$
|
738.8
|
|
|
$
|
488.0
|
|
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Net income available to Conagra Brands, Inc. common stockholders
|
$
|
362.8
|
|
|
$
|
179.7
|
|
|
$
|
738.8
|
|
|
$
|
487.2
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
399.1
|
|
|
431.7
|
|
|
407.3
|
|
|
436.0
|
|
||||
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities
|
3.4
|
|
|
4.7
|
|
|
3.8
|
|
|
4.0
|
|
||||
Diluted weighted average shares outstanding
|
402.5
|
|
|
436.4
|
|
|
411.1
|
|
|
440.0
|
|
|
February 25,
2018 |
|
May 28,
2017 |
||||
Raw materials and packaging
|
$
|
213.7
|
|
|
$
|
182.1
|
|
Work in process
|
108.0
|
|
|
91.9
|
|
||
Finished goods
|
646.8
|
|
|
606.6
|
|
||
Supplies and other
|
48.2
|
|
|
47.3
|
|
||
Total
|
$
|
1,016.7
|
|
|
$
|
927.9
|
|
•
|
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 ("GILTI"), a new Base Erosion Anti-Abuse Tax ("BEAT"), and a new U.S. corporate deduction for Foreign-Derived Intangible Income ("FDII"), 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,
|
•
|
a reserve for the effect of a law change in Mexico, and
|
•
|
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.
|
•
|
an income tax benefit related to the receipt of foreign tax incentives and
|
•
|
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.
|
•
|
additional tax expense associated with non-deductible goodwill sold in connection with the dispositions of the Spicetec and JM Swank businesses,
|
•
|
additional tax expense associated with non-deductible goodwill in our Canadian and Mexican business, for which an impairment charge was recognized, and
|
•
|
an income tax benefit associated with a tax planning strategy that allowed us to utilize certain state tax attributes.
|
|
Pension Benefits
|
||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 25,
2018 |
|
February 26,
2017 |
|
February 25,
2018 |
|
February 26,
2017 |
||||||||
Service cost
|
$
|
9.3
|
|
|
$
|
12.2
|
|
|
$
|
35.2
|
|
|
$
|
44.8
|
|
Interest cost
|
27.6
|
|
|
28.9
|
|
|
83.5
|
|
|
88.8
|
|
||||
Expected return on plan assets
|
(54.8
|
)
|
|
(50.9
|
)
|
|
(163.6
|
)
|
|
(158.6
|
)
|
||||
Amortization of prior service cost
|
0.7
|
|
|
0.7
|
|
|
2.1
|
|
|
2.0
|
|
||||
Recognized net actuarial loss
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
||||
Settlement charge
|
—
|
|
|
13.8
|
|
|
—
|
|
|
13.8
|
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||
Curtailment loss
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Benefit cost (benefit) — Company plans
|
(17.2
|
)
|
|
4.7
|
|
|
(38.7
|
)
|
|
(7.7
|
)
|
||||
Pension benefit cost — multi-employer plans
|
(0.2
|
)
|
|
3.9
|
|
|
5.5
|
|
|
9.0
|
|
||||
Total benefit cost (benefit)
|
$
|
(17.4
|
)
|
|
$
|
8.6
|
|
|
$
|
(33.2
|
)
|
|
$
|
1.3
|
|
|
Postretirement Benefits
|
||||||||||||||
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 25,
2018 |
|
February 26,
2017 |
|
February 25,
2018 |
|
February 26,
2017 |
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
|
1.0
|
|
|
1.1
|
|
|
2.8
|
|
|
3.2
|
|
||||
Amortization of prior service benefit
|
(0.9
|
)
|
|
(1.6
|
)
|
|
(2.5
|
)
|
|
(4.9
|
)
|
||||
Recognized net actuarial loss
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
||||
Total cost (benefit)
|
$
|
0.1
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.3
|
|
|
$
|
(1.3
|
)
|
|
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 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
|
|
|
|
|
1.8
|
|
|
(0.3
|
)
|
|
|
|
38.7
|
|
|
|
|
40.2
|
|
|||||||||||
Spinoff of Lamb Weston
|
|
|
|
|
|
|
14.8
|
|
|
|
|
|
|
|
|
14.8
|
|
|||||||||||||
Adoption of ASU 2018-02
|
|
|
|
|
|
|
17.4
|
|
|
(17.4
|
)
|
|
|
|
|
|
—
|
|
||||||||||||
Currency translation adjustment, net
|
|
|
|
|
|
|
|
|
25.6
|
|
|
|
|
(0.7
|
)
|
|
24.9
|
|
||||||||||||
Repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
(860.0
|
)
|
|
|
|
(860.0
|
)
|
|||||||||||||
Unrealized gain on securities
|
|
|
|
|
|
|
|
|
1.0
|
|
|
|
|
|
|
1.0
|
|
|||||||||||||
Derivative adjustment, net
|
|
|
|
|
|
|
|
|
1.6
|
|
|
|
|
|
|
1.6
|
|
|||||||||||||
Activities of noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
2.7
|
|
|
2.7
|
|
|||||||||||||
Pension and postretirement healthcare benefits
|
|
|
|
|
|
|
|
|
26.6
|
|
|
|
|
|
|
26.6
|
|
|||||||||||||
Dividends declared on common stock; $0.6375 per share
|
|
|
|
|
|
|
(258.9
|
)
|
|
|
|
|
|
|
|
(258.9
|
)
|
|||||||||||||
Net income attributable to Conagra Brands, Inc.
|
|
|
|
|
|
|
738.8
|
|
|
|
|
|
|
|
|
738.8
|
|
|||||||||||||
Balance at February 25, 2018
|
567.9
|
|
|
$
|
2,839.7
|
|
|
$
|
1,173.7
|
|
|
$
|
4,758.8
|
|
|
$
|
(175.5
|
)
|
|
$
|
(4,876.2
|
)
|
|
$
|
89.0
|
|
|
$
|
3,809.5
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
$
|
1.9
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
Available-for-sale securities
|
4.9
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||
Total assets
|
$
|
6.8
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Deferred compensation liabilities
|
51.4
|
|
|
—
|
|
|
—
|
|
|
51.4
|
|
||||
Total liabilities
|
$
|
51.4
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
52.2
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Value
|
||||||||
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
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 25,
2018 |
|
February 26,
2017 |
|
February 25,
2018 |
|
February 26,
2017 |
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Grocery & Snacks
|
$
|
838.3
|
|
|
$
|
849.0
|
|
|
$
|
2,484.5
|
|
|
$
|
2,459.4
|
|
Refrigerated & Frozen
|
688.5
|
|
|
667.2
|
|
|
2,062.3
|
|
|
2,012.5
|
|
||||
International
|
223.4
|
|
|
205.2
|
|
|
634.6
|
|
|
611.3
|
|
||||
Foodservice
|
244.3
|
|
|
259.8
|
|
|
790.7
|
|
|
810.9
|
|
||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
71.1
|
|
||||
Total net sales
|
$
|
1,994.5
|
|
|
$
|
1,981.2
|
|
|
$
|
5,972.1
|
|
|
$
|
5,965.2
|
|
Operating profit
|
|
|
|
|
|
|
|
||||||||
Grocery & Snacks
|
$
|
175.6
|
|
|
$
|
202.1
|
|
|
$
|
551.6
|
|
|
$
|
602.8
|
|
Refrigerated & Frozen
|
126.1
|
|
|
128.7
|
|
|
356.5
|
|
|
338.9
|
|
||||
International
|
29.5
|
|
|
18.1
|
|
|
68.6
|
|
|
(157.8
|
)
|
||||
Foodservice
|
24.0
|
|
|
27.8
|
|
|
94.6
|
|
|
81.4
|
|
||||
Commercial
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
202.6
|
|
||||
Total operating profit
|
$
|
355.2
|
|
|
$
|
376.5
|
|
|
$
|
1,071.3
|
|
|
$
|
1,067.9
|
|
Equity method investment earnings
|
29.0
|
|
|
21.8
|
|
|
79.6
|
|
|
52.1
|
|
||||
General corporate expense
|
86.6
|
|
|
105.2
|
|
|
171.7
|
|
|
254.1
|
|
||||
Interest expense, net
|
39.8
|
|
|
45.7
|
|
|
114.2
|
|
|
158.0
|
|
||||
Income tax expense (benefit)
|
(91.4
|
)
|
|
67.9
|
|
|
138.1
|
|
|
315.5
|
|
||||
Income from continuing operations
|
$
|
349.2
|
|
|
$
|
179.5
|
|
|
$
|
726.9
|
|
|
$
|
392.4
|
|
Less: Net income attributable to noncontrolling interests of continuing operations
|
0.9
|
|
|
0.5
|
|
|
2.7
|
|
|
1.3
|
|
||||
Income from continuing operations attributable to Conagra Brands, Inc.
|
$
|
348.3
|
|
|
$
|
179.0
|
|
|
$
|
724.2
|
|
|
$
|
391.1
|
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
|
February 25,
2018 |
|
February 26,
2017 |
|
February 25,
2018 |
|
February 26,
2017 |
||||||||
Gross derivative gains (losses) incurred
|
$
|
(0.5
|
)
|
|
$
|
0.3
|
|
|
$
|
(4.9
|
)
|
|
$
|
3.0
|
|
Less: Net derivative gains (losses) allocated to reporting segments
|
(1.3
|
)
|
|
(0.2
|
)
|
|
(6.8
|
)
|
|
2.6
|
|
||||
Net derivative gains recognized in general corporate expenses
|
$
|
0.8
|
|
|
$
|
0.5
|
|
|
$
|
1.9
|
|
|
$
|
0.4
|
|
Net derivative gains (losses) allocated to Grocery & Snacks
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
(0.5
|
)
|
|
$
|
2.0
|
|
Net derivative losses allocated to Refrigerated & Frozen
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||
Net derivative gains (losses) allocated to International
|
(1.5
|
)
|
|
0.6
|
|
|
(5.9
|
)
|
|
0.9
|
|
||||
Net derivative gains (losses) allocated to Foodservice
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
||||
Net derivative losses allocated to Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Net derivative gains (losses) included in segment operating profit
|
$
|
(1.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
2.6
|
|
•
|
an income tax benefit of $236.7 million related to the enactment of the Tax Act, including the revaluation of deferred income tax assets and liabilities and the transition tax related to a territorial foreign tax regime,
|
•
|
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,
|
•
|
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,
|
•
|
an income tax expense of $19.4 million associated with unusual tax items related to a pension contribution subsequent to the end of the third quarter of fiscal 2018 and the effect of a law change in Mexico requiring deconsolidation for tax reporting purposes,
|
•
|
charges totaling $14.7 million ($10.8 million after-tax) in connection with our SCAE Plan (as defined below),
|
•
|
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), and
|
•
|
charges totaling $3.1 million ($2.1 million after-tax) associated with costs incurred for acquisitions and planned divestitures.
|
•
|
charges totaling $32.7 million ($21.1 million after-tax) related to the early retirement of debt,
|
•
|
charges totaling $13.8 million ($8.5 million after-tax) related to the pension plan lump sum settlement,
|
•
|
charges totaling $13.7 million ($8.9 million after-tax) in connection with our SCAE Plan, and
|
•
|
an income tax benefit of $7.1 million primarily associated with certain foreign incentives.
|
•
|
an income tax benefit of $236.7 million related to the enactment of the Tax Act,
|
•
|
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 $41.9 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 subsequent to the end of the third quarter of fiscal 2018, 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 $33.2 million ($22.8 million after-tax) in connection with our SCAE Plan,
|
•
|
charges totaling $11.7 million ($7.6 million after-tax) associated with costs incurred for acquisitions and planned divestitures,
|
•
|
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), and
|
•
|
charges totaling $4.1 million ($2.5 million after-tax) related to a remeasurement of our salaried and non-qualified pension plan liability.
|
•
|
charges totaling $208.6 million ($190.9 million after-tax) related to the impairment of goodwill and other intangible assets primarily in our International segment,
|
•
|
gains totaling $197.4 million ($67.3 million after-tax) from the divestiture of the Spicetec and JM Swank businesses,
|
•
|
charges totaling $93.3 million ($60.2 million after-tax) related to the early retirement of debt,
|
•
|
charges totaling $47.6 million ($30.8 million after-tax) in connection with our SCAE Plan,
|
•
|
charges totaling $13.8 million ($8.5 million after-tax) related to the pension plan lump sum settlement, and
|
•
|
an income tax benefit of $14.6 million associated with a tax planning strategy that allowed us to utilize certain state tax attributes and certain foreign incentives.
|
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||
($ in millions)
|
February 25,
2018 |
|
February 26,
2017 |
|
February 25,
2018 |
|
February 26,
2017 |
||||||||
Gross derivative gains (losses) incurred
|
$
|
(0.5
|
)
|
|
$
|
0.3
|
|
|
$
|
(4.9
|
)
|
|
$
|
3.0
|
|
Less: Net derivative gains (losses) allocated to reporting segments
|
(1.3
|
)
|
|
(0.2
|
)
|
|
(6.8
|
)
|
|
2.6
|
|
||||
Net derivative gains recognized in general corporate expenses
|
$
|
0.8
|
|
|
$
|
0.5
|
|
|
$
|
1.9
|
|
|
$
|
0.4
|
|
Net derivative gains (losses) allocated to Grocery & Snacks
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
(0.5
|
)
|
|
$
|
2.0
|
|
Net derivative losses allocated to Refrigerated & Frozen
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||
Net derivative gains (losses) allocated to International
|
(1.5
|
)
|
|
0.6
|
|
|
(5.9
|
)
|
|
0.9
|
|
||||
Net derivative gains (losses) allocated to Foodservice
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
||||
Net derivative losses allocated to Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Net derivative gains (losses) included in segment operating profit
|
$
|
(1.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
2.6
|
|
|
Net Sales
|
||||||||||||||||||||
($ in millions)
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||||||||
Reporting Segment
|
February 25,
2018 |
|
February 26,
2017 |
|
% Inc
(Dec)
|
|
February 25,
2018 |
|
February 26,
2017 |
|
% Inc
(Dec)
|
||||||||||
Grocery & Snacks
|
$
|
838.3
|
|
|
$
|
849.0
|
|
|
(1
|
)%
|
|
$
|
2,484.5
|
|
|
$
|
2,459.4
|
|
|
1
|
%
|
Refrigerated & Frozen
|
688.5
|
|
|
667.2
|
|
|
3
|
%
|
|
2,062.3
|
|
|
2,012.5
|
|
|
3
|
%
|
||||
International
|
223.4
|
|
|
205.2
|
|
|
9
|
%
|
|
634.6
|
|
|
611.3
|
|
|
4
|
%
|
||||
Foodservice
|
244.3
|
|
|
259.8
|
|
|
(6
|
)%
|
|
790.7
|
|
|
810.9
|
|
|
(3
|
)%
|
||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
71.1
|
|
|
(100
|
)%
|
||||
Total
|
$
|
1,994.5
|
|
|
$
|
1,981.2
|
|
|
1
|
%
|
|
$
|
5,972.1
|
|
|
$
|
5,965.2
|
|
|
—
|
%
|
•
|
a charge of $34.9 million related to the early termination of an unfavorable lease contract,
|
•
|
expenses of $14.8 million in connection with our SCAE Plan, and
|
•
|
expenses of $2.5 million associated with costs incurred for acquisitions and planned divestitures.
|
•
|
a decrease in incentive compensation expense of $13.2 million,
|
•
|
a decrease in advertising and promotion spending of $12.5 million,
|
•
|
a decrease in pension and postretirement expense of $6.4 million, and
|
•
|
a decrease in transition services agreement income of $5.7 million.
|
•
|
charges totaling $32.7 million related to the early retirement of debt,
|
•
|
expense of $13.8 million in connection with a salaried pension plan lump sum settlement,
|
•
|
expenses of $9.0 million in connection with our SCAE plan, and
|
•
|
a benefit of $6.7 million related to the reversal of a lease put option accrual upon the expiration of the lease, partially offset by the amortization of put options of $1.2 million.
|
•
|
a charge of $34.9 million related to the early termination of an unfavorable lease contract,
|
•
|
expenses of $27.6 million in connection with our SCAE Plan,
|
•
|
expenses of $11.1 million associated with costs incurred for acquisitions and planned divestitures, and
|
•
|
a charge of $4.1 million related to the remeasurement of our salaried and non-qualified pension plan liability.
|
•
|
a decrease in advertising and promotion spending of $33.7 million,
|
•
|
a decrease in share-based payment expense of $14.1 million,
|
•
|
a decrease in incentive compensation expense of $13.2 million,
|
•
|
a decrease in pension and postretirement expense of $9.5 million,
|
•
|
a decrease in transition services agreement income of $14.1 million, and
|
•
|
an increase in self-insured worker's compensation and product liability expense of $8.5 million.
|
•
|
charges totaling $208.6 million related to the impairment of goodwill and other intangible assets primarily within our 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,
|
•
|
expenses of $35.9 million in connection with our SCAE plan,
|
•
|
expense of $13.8 million in connection with a salaried pension plan lump sum settlement, and
|
•
|
a benefit of $6.7 million related to the reversal of a lease put option accrual upon expiration of the lease, partially offset by the amortization of put options of $4.9 million.
|
|
Operating Profit
|
||||||||||||||||||||
($ in millions)
|
Thirteen weeks ended
|
|
Thirty-nine weeks ended
|
||||||||||||||||||
Reporting Segment
|
February 25,
2018 |
|
February 26,
2017 |
|
% Inc
(Dec)
|
|
February 25,
2018 |
|
February 26,
2017 |
|
% Inc
(Dec)
|
||||||||||
Grocery & Snacks
|
$
|
175.6
|
|
|
$
|
202.1
|
|
|
(13
|
)%
|
|
$
|
551.6
|
|
|
$
|
602.8
|
|
|
(9
|
)%
|
Refrigerated & Frozen
|
126.1
|
|
|
128.7
|
|
|
(2
|
)%
|
|
356.5
|
|
|
338.9
|
|
|
5
|
%
|
||||
International
|
29.5
|
|
|
18.1
|
|
|
63
|
%
|
|
68.6
|
|
|
(157.8
|
)
|
|
N/A
|
|
||||
Foodservice
|
24.0
|
|
|
27.8
|
|
|
(13
|
)%
|
|
94.6
|
|
|
81.4
|
|
|
16
|
%
|
||||
Commercial
|
—
|
|
|
(0.2
|
)
|
|
(100
|
)%
|
|
—
|
|
|
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,
|
•
|
a reserve for the effect of a law change in Mexico, and
|
•
|
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.
|
•
|
an income tax benefit related to the receipt of foreign tax incentives and
|
•
|
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.
|
•
|
additional tax expense associated with non-deductible goodwill sold in connection with the dispositions of the Spicetec and JM Swank businesses,
|
•
|
additional tax expense associated with non-deductible goodwill in our Canadian and Mexican business, for which an impairment charge was recognized, and
|
•
|
an income tax benefit associated with a tax planning strategy that allowed us to utilize certain state tax attributes.
|
|
Payments Due by Period
(in millions)
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5
Years
|
||||||||||
Long-term debt
|
$
|
3,201.7
|
|
|
$
|
70.1
|
|
|
$
|
626.7
|
|
|
$
|
1,282.9
|
|
|
$
|
1,222.0
|
|
Capital lease obligations
|
96.3
|
|
|
7.2
|
|
|
13.1
|
|
|
13.3
|
|
|
62.7
|
|
|||||
Operating lease obligations
|
209.6
|
|
|
37.5
|
|
|
50.3
|
|
|
34.9
|
|
|
86.9
|
|
|||||
Purchase obligations
1
and other contracts
|
1,052.4
|
|
|
886.5
|
|
|
106.0
|
|
|
58.4
|
|
|
1.5
|
|
|||||
Notes payable
|
352.3
|
|
|
352.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
4,912.3
|
|
|
$
|
1,353.6
|
|
|
$
|
796.1
|
|
|
$
|
1,389.5
|
|
|
$
|
1,373.1
|
|
|
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
|
6.6
|
|
|
3.9
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
7.5
|
|
|
$
|
4.5
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Impact
|
||||||
In Millions
|
Average
During Thirty-nine Weeks
Ended February 25, 2018
|
|
Average
During Thirty-nine Weeks
Ended February 26, 2017
|
||||
Energy commodities
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Agriculture commodities
|
0.4
|
|
|
0.5
|
|
||
Foreign exchange
|
0.6
|
|
|
0.2
|
|
Period
|
Total Number
of Shares (or
units)
Purchased
|
|
Average
Price Paid
per Share
(or unit)
|
|
Total Number of
Shares
Purchased as Part of
Publicly Announced
Plans or Programs
(1)
|
|
Approximate Dollar
Value of Maximum
Number of Shares that
may yet be Purchased
under the Program (1)
|
||||||
November 27 through December 24, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
801,968,000
|
|
December 25 through January 21, 2018
|
1,358,800
|
|
|
$
|
37.25
|
|
|
1,358,800
|
|
|
$
|
751,347,000
|
|
January 22 through February 25, 2018
|
6,207,451
|
|
|
$
|
36.95
|
|
|
6,207,451
|
|
|
$
|
521,968,000
|
|
Total Fiscal 2018 Third Quarter Activity
|
7,566,251
|
|
|
$
|
37.00
|
|
|
7,566,251
|
|
|
$
|
521,968,000
|
|
(1)
|
Pursuant to publicly announced share repurchase programs from December 2003, we have repurchased approximately 217.7 million shares at a cost of $6.03 billion through
February 25, 2018
. On June 29, 2017, we announced that in the fourth quarter of fiscal 2017, our Board of Directors approved a further increase of $1.0 billion to the share repurchase program. The share repurchase program is effective and has no expiration date.
|
EXHIBIT
|
|
DESCRIPTION
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
*10.2.4
|
|
|
|
|
|
*10.4.8
|
|
|
|
|
|
*10.7.7
|
|
|
|
|
|
12
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
101
|
|
The following materials from Conagra Brands' Quarterly Report on Form 10-Q for the quarter ended February 25, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information.
|
|
|
|
* Management contract or compensatory plan.
|
||
|
||
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to long-term debt of Conagra Brands, Inc. are not filed with this Quarterly Report on Form 10-Q. The Company will furnish a copy of any such long-term debt agreement to the SEC upon request.
|
|
CONAGRA BRANDS, INC.
|
|
|
|
|
|
By:
|
/s/ DAVID S. MARBERGER
|
|
|
David S. Marberger
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
By:
|
/s/ ROBERT G. WISE
|
|
|
Robert G. Wise
|
|
|
Senior Vice President and Corporate Controller
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
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 |
---|