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 the Company. Pursuant to the Agreement and Plan of Merger, dated as of June 26, 2018 (the "Merger Agreement"), among the Company, Pinnacle, and Patriot Merger Sub Inc., a wholly-owned subsidiary of the Company that ceased to exist at the effective time of the merger, 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 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 14) of $51.1 million.

In connection with the acquisition, we issued long-term debt of $8.33 billion (see Note 4) (which includes funding under the new term loan agreement) and received cash proceeds of $575.0 million ($555.7 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 our current allocation of the total purchase consideration to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.



	October 26, 2018
Cash and cash equivalents	$	47.2
Receivables	202.8
Inventories	653.7
Prepaid expenses and other current assets	14.9
Property, plant and equipment	721.2
Goodwill	7,015.9
Brands, trademarks and other intangibles	3,519.5
Other assets	24.3
Current liabilities	(605.5		)
Senior long-term debt, excluding current installments	(2,671.3		)
Noncurrent deferred tax liabilities	(814.1		)
Other noncurrent liabilities	(74.6		)
Total assets acquired and liabilities assumed	$	8,034.0

During fiscal 2019, we made adjustments to our initial allocations, which resulted in an increase to goodwill of $353.9 million. This goodwill increase resulted primarily from reductions in values of brands, trademarks and other intangibles of $355.6 million, property, plant and equipment of $20.8 million, and deferred tax liabilities of $32.3 million as we refine our fair value estimates. These changes did not have a significant impact on our net income for the fiscal year ended May 26, 2019.

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, $236.7 million is deductible for tax purposes. Amortizable brands, trademarks and other intangibles totaled $668.7 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 consolidated financial statements from the date of acquisition and include $1.73 billion of total net sales and $238.2 million of operating profit for fiscal 2019, which are included in the Pinnacle Foods segment's financial results.

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.



	2019		2018
Pro forma net sales	$	10,788.1	$	11,034.2
Pro forma net income from continuing operations attributable to Conagra Brands, Inc.	$	803.8	$	1,089.7

The pro forma results include adjustments for amortization of acquired intangible assets, depreciation, and interest expense on debt issued to finance 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 $62.7 million during fiscal 2019 were excluded and assumed to have been incurred at the beginning of fiscal 2018. Acquisition related costs incurred by Pinnacle of $66.8 million during fiscal 2019 were excluded from the pro forma results.


•	Non-recurring expense of $53.0 million for fiscal 2019 related to the fair value adjustment to acquisition-date inventory estimated to have been sold was removed and $54.1 million of expense was included in the results for fiscal 2018.


•	Non-recurring expense of $45.7 million for fiscal 2019 related to securing bridge financing for the acquisition were excluded and assumed to have been incurred at the beginning 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.

In April 2017, we acquired protein-based snacking businesses Thanasi Foods LLC, maker of Duke’s^® meat snacks, and BIGS LLC, maker of BIGS^® seeds, for $217.6 million, net of cash acquired, including working capital adjustments. Approximately $133.3 million has been classified as goodwill, of which $70.5 million is deductible for income tax purposes. Approximately $65.1 million and $16.1 million of the purchase price have been allocated to non-amortizing and amortizing intangible assets, respectively. These businesses are primarily included in the Grocery & Snacks segment.

In September 2016, we acquired the operating assets of Frontera Foods, Inc. and Red Fork LLC, including the Frontera^®, Red Fork^®, and Salpica^® brands. These businesses make authentic, gourmet Mexican food products and contemporary American cooking sauces. We acquired the business for $108.1 million, net of cash acquired, including working capital adjustments. Approximately $39.5 million has been classified as goodwill and $59.5 million and $7.2 million have been classified as non-amortizing and amortizing intangible assets, respectively. The amount allocated to goodwill is deductible for tax purposes. These businesses are reflected principally within the Grocery & Snacks and Refrigerated & Frozen segments, and to a lesser extent within the International segment.

These acquisitions collectively contributed $319.1 million, $214.3 million, and $36.5 million to net sales during fiscal 2019, 2018, and 2017, respectively.

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.