Amended Current Report Filing (8-k/a)
October 01 2015 - 7:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 3)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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September 25, 2015
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ConAgra Foods, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-7275
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47-0248710
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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One ConAgra Drive, Omaha, Nebraska
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68102
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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402-240-4000
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Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
ConAgra Foods, Inc. (the Company) is filing this Amendment No. 3 to Form 8-K (Amendment No. 3)
to amend the Companys Current Report on Form 8-K filed on May 21, 2013 (the Original Form 8-K),
as amended by Amendment No. 1 to Form 8-K filed on December 19, 2013 (Amendment No. 1) and
Amendment No. 2 to Form 8-K filed on February 18, 2014 (collectively with the Original Form 8-K and
Amendment No. 1, the Amended Form 8-K) in order to update certain disclosures therein under
Item 2.05 with respect to the Companys exit and disposal activities. The disclosure contained in
Item 2.05 of the Amended Form 8-K is hereby replaced in its entirety by the disclosure contained in
Item 2.05 of this Amendment No. 3.
Item 2.05 Costs Associated with Exit or Disposal Activities.
The Company previously reported that the Board of Directors of the Company (the Board) authorized
a plan for the integration and restructuring of the operations of Ralcorp Holdings, Inc.
(Ralcorp), the optimization of the entire Companys supply chain network, manufacturing assets,
and dry distribution and mixing centers, and improvement of operational effectiveness and reduction
of selling, general and administrative costs, which the Company refers to as the Supply Chain and
Administrative Efficiency Plan (the SCAE Plan). On June 30, 2015, the Company announced plans to
divest substantially all of the operations that were previously reported within the Companys
Private Brands segment. The Company continues to implement portions of the SCAE Plan, including
work related to optimizing its supply chain network and pursuing cost reductions through selling,
general and administrative functions and productivity improvements. As of August 30, 2015, the
Board approved the incurrence of up to $394.0 million of expenses in connection with the SCAE Plan.
As of August 30, 2015, the Company has incurred or expects to incur approximately $266.4 million
of charges for actions identified under the SCAE Plan, including $171.8 million of cash charges and
$94.6 million of non-cash charges.
The Company is filing this Amendment No. 3 to report that, on September 25, 2015, the Board
authorized the Company to incur additional cash and non-cash expenses in connection with the SCAE
Plan, including expenses related to further reducing selling, general and administrative expenses,
increasing trade spend efficiencies and relocating the Companys corporate headquarters from Omaha,
Nebraska, to Chicago, Illinois. Although the Company remains unable to make good faith estimates
relating to the entire SCAE Plan, the Company is reporting its preliminary estimate in connection
with these actions of approximately $345 million of restructuring related charges, substantially
all of which is expected to be cash charges, which are expected to be incurred over the next two to
three years.
The Companys preliminary estimate of accounting charges related to these actions is as follows:
Type of Cost:
Severance, retention, relocation and related costs: $200 million
Property related costs: $65 million
Consulting, transition and other costs: $80 million
Total: Approximately $345 million
The Company intends to treat charges related to the SCAE Plan as items impacting comparability of
results.
Note on Forward-looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on
managements current expectations and are subject to uncertainty and changes in circumstances.
These risks and uncertainties include, among other things: the Companys ability to successfully
execute an exit option for its private label operations within the expected time frame or at all;
the Companys ability to successfully execute its long-term value creation strategy; the Companys
ability to realize the synergies and benefits contemplated by the Ardent Mills joint venture; risks
and uncertainties associated with intangible assets, including any future goodwill or intangible
assets impairment charges; the availability and prices of raw materials, including any negative
effects caused by inflation or weather conditions; the effectiveness of the Companys product
pricing, including product innovation, any pricing actions and changes in promotional strategies;
the ultimate outcome of litigation, including litigation related to the lead paint and pigment
matters; future economic circumstances; industry conditions; the effectiveness of the Companys
hedging activities, including volatility in commodities that could impact the Companys derivative
positions and, in turn, the Companys earnings; the Companys ability to execute its operating and
restructuring plans and achieve operating efficiencies; the success of the Companys cost saving
initiatives, innovation, and marketing investments; the competitive environment and related market
conditions; the ultimate impact of any product recalls; access to capital; actions of governments
and regulatory factors affecting the Companys businesses, including the Patient Protection and
Affordable Care Act; the amount and timing of repurchases of the Companys common stock and debt,
if any; the costs, disruption and diversion of managements attention associated with campaigns
commenced by activist investors; and other risks described in the Companys reports filed with the
Securities and Exchange Commission, including its most recent annual report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K. Investors and security holders are cautioned not to
place undue reliance on any forward-looking statements, which speak only as of the date of they are
made. The Company disclaims any obligation to update or revise statements contained in this
presentation to reflect future events or circumstances or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ConAgra Foods, Inc.
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October 1, 2015
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By:
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Lyneth Rhoten
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Name: Lyneth Rhoten
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Title: Vice President, Securities Counsel and Assistant Corporate Secretary
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