CAG ConAgra Brands Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 1, 2016

 

 

ConAgra Foods, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		1-7275		47-0248710
(State of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)
One ConAgra Drive Omaha, NE				68102
(Address of Principal Executive Offices)				(Zip Code)

(402) 240-4000

(Registrant’s Telephone Number, Including Area Code)

(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))

 

 

 

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EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on Form 8-K, which was originally filed with the Securities and Exchange Commission on February 1, 2016 (the “Original 8-K”), amends and restates in its entirety Item 9.01 of the Original 8-K to include the pro forma financial information required by Item 9.01 of Form 8-K with respect to the sale by ConAgra Foods, Inc. (the “Company”) of its private label operations to TreeHouse Foods, Inc. on February 1, 2016. The remainder of the information contained in the Original 8-K is not hereby amended.

Item 9.01 Financial Statements and Exhibits.

 

(b)	Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial information of the Company as of November 29, 2015 and for the fiscal years ended May 31, 2015, May 25, 2014, and May 26, 2013, and notes thereto, is attached as Exhibit 99.2 to this Form 8-K and is incorporated in this Item 9.01(b) by reference.

 

(d)

Exhibits

99.1*		Press Release of ConAgra Foods, Inc., dated February 1, 2016.
99.2		ConAgra Foods, Inc. Unaudited Pro Forma Condensed Consolidated Financial Information as of November 29, 2015 and for the fiscal years ended May 31, 2015, May 25, 2014, and May 26, 2013.

 

*	Previously filed with Form 8-K filed on February 1, 2016

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SIGNATURE

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.

 

		CONAGRA FOODS, INC.
Date: February 5, 2016		By:		/s/ Lyneth Rhoten
				Name:		Lyneth Rhoten
				Title:		Vice President, Securities Counsel and Assistant Corporate Secretary

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1*		Press Release of ConAgra Foods, Inc., dated February 1, 2016.
99.2		ConAgra Foods, Inc. Unaudited Pro Forma Condensed Consolidated Financial Information as of November 29, 2015 and for the fiscal years ended May 31, 2015, May 25, 2014, and May 26, 2013.

 

*	Previously filed with Form 8-K filed on February 1, 2016

Exhibit 99.2

Unaudited Pro Forma Condensed Consolidated Financial Information

The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and relate to the disposition of the Company’s private label operations (the “Business”) to TreeHouse Foods, Inc. (“TreeHouse”) pursuant to the Stock Purchase Agreement dated as of November 1, 2015 (the “Agreement”), by and between the Company and TreeHouse (the “Transaction”). The unaudited pro forma condensed consolidated financial information is not necessarily indicative of operating results that would have been achieved had the Transaction been completed as of the beginning of the earliest fiscal year presented and does not intend to project the future financial results of the Company after the Transaction. The unaudited pro forma condensed consolidated balance sheet information does not purport to reflect what our financial condition would have been had the Transaction closed on November 29, 2015 or for any future or historical period. The Company’s previously filed unaudited interim financial statements for the twenty-six weeks ended November 29, 2015 reflect the Business as discontinued operations, and, accordingly, additional pro forma information relating to this period is not required to be included herein.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the following information:

 

•

Notes to the unaudited pro forma condensed consolidated financial information.

 

•

Unaudited interim financial statements of the Company as of and for the twenty-six weeks ended November 29, 2015 which are included in the Company’s Quarterly Report on Form 10-Q for the twenty-six weeks ended November 29, 2015, as filed with the Securities and Exchange Commission (the “SEC”).

 

•

Audited financial statements of the Company as of and for the fiscal years ended May 31, 2015, May 25, 2014, and May 26, 2013, which are included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2015, as filed with the SEC.

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Fiscal Year Ended May 31, 2015

(in millions, except per share data)

 

		ConAgra Foods Historical				Pro Forma Adjustments (Note 3)				Pro Forma
Net sales		$	15,833			$	(3,895	)		$	11,938
Costs and expenses:
Cost of goods sold			12,524			$	(3,462	)			9,062
Selling, general and administrative expense			3,472				(1,927	)			1,545
Interest expense, net			332				(2	)			330
Income (loss) from continuing operations before income taxes and equity method investment earnings			(495	)			1,496				1,001
Income tax expense			234				126				360
Equity method investment earnings			122				—				122
Income (loss) from continuing operations		$	(607	)		$	1,370			$	763
Less: Net income attributable to noncontrolling interests			12				—				12
Income (loss) from continuing operations attributable to ConAgra Foods, Inc.		$	(619	)		$	1,370			$	751
Per share amounts:
Basic		$	(1.46	)						$	1.76
Diluted		$	(1.46	)						$	1.74
Average shares outstanding:
Basic			426								426
Diluted			426								431

See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Fiscal Year Ended May 25, 2014

(in millions, except per share data)

 

		ConAgra Foods Historical				Pro Forma Adjustments (Note 3)				Pro Forma
Net sales		$	15,844			$	(4,006	)		$	11,838
Costs and expenses:
Cost of goods sold			12,332			$	(3,421	)			8,911
Selling, general and administrative expense			2,771				(1,001	)			1,770
Interest expense, net			380				(2	)			378
Income (loss) from continuing operations before income taxes and equity method investment earnings			361				418				779
Income tax expense			220				(39	)			181
Equity method investment earnings			33				—				33
Income from continuing operations		$	174			$	457			$	631
Less: Net income attributable to noncontrolling interests			12				—				12
Income from continuing operations attributable to ConAgra Foods, Inc.		$	162			$	457			$	619
Per share amounts:
Basic		$	0.38							$	1.46
Diluted		$	0.37							$	1.44
Average shares outstanding:
Basic			421								421
Diluted			428								428

See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Fiscal Year Ended May 26, 2013

(in millions, except per share data)

 

		ConAgra Foods Historical				Pro Forma Adjustments (Note 3)				Pro Forma
Net sales		$	13,469			$	(1,626	)		$	11,843
Costs and expenses:
Cost of goods sold			10,104			$	(1,383	)			8,721
Selling, general and administrative expense			2,066				(186	)			1,880
Interest expense, net			276				(1	)			275
Income from continuing operations before income taxes and equity method investment earnings			1,023				(56	)			967
Income tax expense			362				(32	)			330
Equity method investment earnings			37				—				37
Income from continuing operations		$	698			$	(24	)		$	674
Less: Net income attributable to noncontrolling interests			12				—				12
Income from continuing operations attributable to ConAgra Foods, Inc.		$	686			$	(24	)		$	662
Per share amounts:
Basic		$	1.67							$	1.61
Diluted		$	1.64							$	1.58
Average shares outstanding:
Basic			411								411
Diluted			418								418

See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

1. Basis of Presentation

The unaudited pro forma condensed consolidated financial information presented here is based on the historical consolidated financial information of the Company, as previously provided in or derived from filings with the SEC. The unaudited pro forma condensed consolidated statements of operations for the fiscal years ended May 31, 2015, May 25, 2014, and May 26, 2013 assume the Transaction was consummated as of the beginning of the earliest fiscal year presented.

2. Unaudited Pro Forma Condensed Consolidated Balance Sheet Information

The Business has been reflected as discontinued operations in the Company’s previously filed unaudited interim financial statements as of for the twenty-six weeks ended November 29, 2015. The related assets and liabilities of the Business are reflected in the November 29, 2015 unaudited condensed balance sheet as assets/liabilities held for sale. In connection with the completion of the Transaction, the related amounts will be eliminated from, and the net proceeds received ($2.7 billion) will be reflected in, the Company’s balance sheet. The net proceeds are subject to working capital and other adjustments pursuant to the terms of the Transaction.

The Company has separately announced plans to use a significant portion of the net proceeds to effect the retirement or repurchase of certain existing debt. The outcome of these actions is uncertain at this time.

3. Unaudited Pro Forma Condensed Consolidated Statements of Operations

The unaudited pro forma condensed consolidated statements of operations include adjustments made to historical financial information that were determined assuming the Transaction had been completed as of the beginning of the periods presented. These adjustments reflect the elimination of the results of operations of the Business as a result of the Transaction, as well as the results of operations of certain minor private label operations that were not included in the Transaction, but which the Company expects to dispose of within the next several months. The unaudited pro forma condensed consolidated financial information does not include the impact of potential cost savings, other operating efficiencies or other operating dis-synergies that could result from the Transaction. Furthermore, no allocation of the Company’s corporate interest costs have been made to the divested Business and no assumed application of the net proceeds from the Transaction have been assumed for purposes of the presentation of unaudited pro forma condensed consolidated statements of operations included herein.