ACQUISITIONS

On October 26, 2018, we acquired Pinnacle Foods Inc. ("Pinnacle"), a branded packaged foods company specializing in shelf-stable and frozen foods, which is now a wholly-owned subsidiary of Conagra Brands. Pursuant to the Agreement and Plan of Merger, dated as of June 26, 2018 (the "Merger Agreement"), among Conagra Brands, Pinnacle, and Patriot Merger Sub Inc., a wholly-owned subsidiary of Conagra Brands that ceased to exist at the effective time of the merger ("Merger Sub"), each outstanding share of Pinnacle common stock was converted into the right to receive $43.11 per share in cash and 0.6494 shares of common stock, par value $5.00 per share, of the Company ("Company Shares") (together, the "Merger Consideration"), with cash payable in lieu of fractional shares of Company Shares. The total amount of consideration paid in connection with the acquisition was approximately $8.03 billion and consisted of: (1) cash of $5.17 billion ($5.12 billion net of cash acquired); (2) 77.5 million of Company Shares, with an approximate value of $2.82 billion, issued out of the Company's treasury; and (3) replacement awards issued to former Pinnacle employees representing the fair value attributable to pre-combination service (see Note 9) of $51.1 million.

In connection with the acquisition, we issued long-term debt of $8.33 billion (see Note 5) (which includes funding under the new term loan agreement) and received cash proceeds of $575.0 million ($555.9 million net of related fees) from the issuance of common stock in an underwritten public offering. We used such proceeds for the payment of the cash portion of the Merger Consideration, the repayment of Pinnacle debt acquired, the refinancing of certain Conagra Brands debt, and the payment of related fees and expenses.

The following table summarizes the allocation of the total purchase consideration to the initial estimated fair values of the assets acquired and liabilities assumed at the acquisition date.



	October 26, 2018
Cash and cash equivalents	47.2
Receivables	204.1
Inventories	659.3
Prepaid expenses and other current assets	15.3
Property, plant and equipment	742.0
Goodwill	6,662.0
Brands, trademarks and other intangibles	3,875.1
Other assets	28.9
Current liabilities	(605.3		)
Senior long-term debt, excluding current installments	(2,671.3		)
Noncurrent deferred tax liabilities	(846.4		)
Other noncurrent liabilities	(76.0		)
Total assets acquired and liabilities assumed	$	8,034.9
Noncontrolling interests	$	1.0

Goodwill represents the excess of the consideration transferred over the preliminary estimate of fair values of the assets acquired and liabilities assumed and is primarily attributable to synergies and intangible assets such as assembled workforce which are not separately recognizable. Of the total goodwill, $259.2 million is deductible for tax purposes. Amortizable brands, trademarks and other intangibles totaled $718.7 million and have a weighted average estimated useful life of 25 years. We are currently completing our fair value assessment of the acquired assets and liabilities with the assistance of third-party valuation specialists and any adjustments identified in the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively. Until we complete our fair value assessments and further integration activities and organizational structural changes occur, our Pinnacle business is considered a separate reportable segment and all goodwill was preliminarily allocated to reporting units within this segment.

The results of operations of Pinnacle are reported in the Company's condensed consolidated financial statements from the date of acquisition and include $258.8 million of total net sales and $28.7 million of operating profit, which are included in the Pinnacle Foods segment's financial results for the quarter ended November 25, 2018.

The following unaudited pro forma financial information presents the combined results of operations as if the acquisition of Pinnacle had occurred on May 29, 2017, the beginning of fiscal year 2018. These unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations.



	Thirteen weeks ended				Twenty-six weeks ended
	November 25, 2018		November 26, 2017		November 25, 2018		November 26, 2017
Pro forma net sales	$	2,868.1	$	3,006.7	$	5,426.1	$	5,534.0
Pro forma net income from continuing operations attributable to Conagra Brands, Inc.	$	200.7	$	240.7	$	404.7	$	292.1
Pro forma net income from continuing operations attributable to Conagra Brands, Inc. per share - basic	$	0.41	$	0.48	$	0.83	$	0.58
Pro forma net income from continuing operations attributable to Conagra Brands, Inc. per share - diluted	$	0.41	$	0.48	$	0.83	$	0.57

The pro forma results include adjustments for amortization of acquired intangible assets, depreciation, interest expense on debt issued to finance the acquisition and incremental common shares issued in connection with the acquisition as well as the related income taxes. The pro forma results also include the following material nonrecurring adjustments, along with the related income tax effect of the adjustments:

•

Acquisition related costs incurred by the Company of $53.4 million and $60.9 million for the second quarter and first half of fiscal 2019, respectively, were excluded and assumed to have been incurred at the beginning of fiscal 2018 and included in the results for the first half of fiscal 2018. Acquisition related costs incurred by Pinnacle of $55.7 million and $66.8 million for the second quarter and first half of fiscal 2019, respectively, were excluded from the pro forma results.


•	Non-recurring expense of $24.4 million for the second quarter and first half of fiscal 2019 related to the fair value adjustment to acquisition-date inventory estimated to have been sold was removed and $53.2 million of expense was included in the results for the first half of fiscal 2018.


•	Non-recurring expense of $40.1 million and $45.7 million for the second quarter and first half of fiscal 2019, respectively, related to securing bridge financing for the acquisition were excluded and assumed to have been incurred at the beginning of fiscal 2018 and included in the results for the first half of fiscal 2018.

In February 2018, we acquired the Sandwich Bros. of Wisconsin^® business, maker of frozen breakfast and entree flatbread pocket sandwiches, for a cash purchase price of $87.3 million, net of cash acquired, including working capital adjustments. Approximately $57.8 million has been classified as goodwill, and $9.7 million and $7.1 million have been classified as non-amortizing and amortizing intangible assets, respectively. The amount allocated to goodwill is deductible for tax purposes. The business is included in the Refrigerated & Frozen segment.

In October 2017, we acquired Angie's Artisan Treats, LLC, maker of Angie's^® BOOMCHICKAPOP^® ready-to-eat popcorn, for a cash purchase price of $249.8 million, net of cash acquired, including working capital adjustments. Approximately $156.7 million has been classified as goodwill, of which $95.4 million is deductible for income tax purposes. Approximately $73.8 million and $10.3 million of the purchase price have been allocated to non-amortizing and amortizing intangible assets, respectively. The business is primarily included in the Grocery & Snacks segment, and to a lesser extent within the International segment.

The acquisitions of Sandwich Bros. of Wisconsin^® and Angie's^® BOOMCHICKAPOP^®collectively contributed $37.7 million and $75.1 million to net sales during the second quarter and first half of fiscal 2019, respectively. The acquisition of Angie's^® BOOMCHICKAPOP^®contributed $10.0 million to net sales for the second quarter and first half of fiscal 2018.

For each of these acquisitions, the amounts allocated to goodwill were primarily attributable to anticipated synergies, product portfolios, and other intangibles that do not qualify for separate recognition.

Under the acquisition method of accounting, the assets acquired and liabilities assumed in these acquisitions were recorded at their respective estimated fair values at the date of acquisition.