UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 19, 2013
ConAgra Foods, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-7275 | 47-0248710 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One ConAgra Drive Omaha, NE |
68102 | |
(Address of Principal Executive Offices) | (Zip Code) |
(402) 240-4000
(Registrants 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 (see General Instruction A.2. below):
¨ | 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)) |
Item 2.02 Results of Operations and Financial Condition
On December 19, 2013, ConAgra Foods, Inc. (the Company) issued a press release and posted a question and answer document (Q&A) on its website containing information on the Companys second quarter fiscal 2014 financial results. The press release and Q&A are furnished with this Form 8-K as Exhibits 99.1 and 99.2, respectively.
The Company implemented organizational changes during the second quarter of fiscal 2014 that resulted in revisions to reporting segments from the prior segment reporting and has begun to report its operations in three segments: the Consumer Foods segment, the Commercial Foods segment and the Private Brands segment. The press release and Q&A include the non-GAAP financial measures of diluted earnings per share from continuing operations adjusted for items impacting comparability and adjusted operating profit for each of the Consumer Foods, Commercial Foods and Private Brands segments. Management considers GAAP financial measures as well as such non-GAAP financial information in its evaluation of the Companys financial statements and believes these non-GAAP measures provide useful supplemental information to assess the Companys operating performance and financial position. To the extent required, these measures are reconciled in the press release and Q&A to the most directly comparable measures as reported in accordance with GAAP, and should be viewed in addition to, and not in lieu of, the Companys diluted earnings per share, operating performance and financial measures as calculated in accordance with GAAP. The inability to predict the amount and timing of future items makes a detailed reconciliation of projections of diluted EPS and effective tax rate adjusted for items impacting comparability, impracticable.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 | Press Release issued December 19, 2013 | |
Exhibit 99.2 | Questions and Answers |
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.
CONAGRA FOODS, INC. | ||||||||
Date: December 19, 2013 | By: | /s/ Lyneth Rhoten | ||||||
Name: | Lyneth Rhoten | |||||||
Title: | Vice President, Securities Counsel and Assistant Corporate Secretary |
Exhibit Index
Exhibit 99.1 | Press Release issued December 19, 2013 | |
Exhibit 99.2 | Questions and Answers |
Exhibit 99.1
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News Release |
For more information, contact:
Teresa Paulsen MEDIA
Vice President,
Communication & External Relations
ConAgra Foods, Inc.
tel: 402-240-5210
Chris Klinefelter ANALYSTS
Vice President, Investor Relations
ConAgra Foods, Inc.
tel: 402-240-4154
www.conagrafoods.com
FOR IMMEDIATE RELEASE
CONAGRA FOODS REPORTS STRONG FISCAL 2014 SECOND-QUARTER EPS;
FISCAL 2014 EPS REAFFIRMED
Fiscal 2014 Second-quarter Highlights (% cited vs. year-ago period amounts, where applicable):
| Diluted EPS from continuing operations of $0.54 as reported and $0.62 adjusted for items impacting comparability, up 4% as reported and up 9% on a comparable basis. |
| The company implemented organizational changes during the quarter that resulted in new reporting segments; a summary of major changes from the prior segment reporting methods is included on page 7. Historical amounts have been reclassified to conform to the new segment presentation. |
| Consumer Foods posted flat sales and a double-digit rate of growth in comparable operating profit. |
| Commercial Foods posted an increase in sales and a decrease in operating profit, as planned. The decrease in profit was expected due to previously disclosed customer transition issues in our Lamb Weston potato products business. |
| The Private Brands segment includes most of the former Ralcorp businesses as well as the private label business previously reported within the Consumer Foods segment. |
| The company continues to expect full-year diluted EPS to be in the range of $2.34 $2.38, adjusted for items impacting comparability. |
| Debt reduction and other capital allocation goals are unchanged. |
OMAHA, Neb., Dec. 19, 2013 ConAgra Foods, Inc., (NYSE: CAG) one of North Americas leading food companies, today reported results for the fiscal 2014 second quarter ended Nov. 24, 2013. Diluted EPS from continuing operations was $0.54 as reported for the fiscal second quarter, up 4% from $0.52 in the year-ago period. Excluding $0.08 per diluted share of net expense in the current quarter, and $0.05 of net expense in the year-ago period, from items impacting comparability, current-quarter diluted EPS from continuing operations of $0.62 was 9% above the
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comparable $0.57 earned in the year-ago period. Items impacting comparability are summarized toward the end of this release and reconciled for Regulation G purposes on page 11.
Gary Rodkin, ConAgra Foods chief executive officer, said, We are pleased that our fiscal second-quarter EPS came in stronger than anticipated. Some of the EPS strength in the fiscal second quarter reflected some volume that we were expecting early in the fiscal third quarter, and we still expect good comparable EPS growth in the second half of fiscal 2014. Challenging industry conditions make us cautious about the near term, and our fiscal 2014 EPS guidance reflects this. Taking our strong second-quarter EPS performance and the industry environment into consideration, we are reaffirming our EPS goal in the range of $2.34-$2.38, adjusted for items impacting comparability.
Consumer Foods Segment
Branded food items sold worldwide in retail channels.
The Consumer Foods segment posted sales of approximately $2 billion and operating profit of $289 million, as reported. Sales were essentially flat, reflecting flat volumes and flat price/mix. The sequentially improved volume performance largely reflects changes in customer plans that resulted in replenished retail inventory levels prior to the holiday season. Ralcorp international sales are now part of this segment but not in year-ago amounts because of the date of the acquisition; contribution from this generated 1% favorable benefit to overall segment sales. The impact of foreign exchange negatively impacted segment sales by 1%.
| Brands posting sales growth for the quarter include Hebrew National, Hunts, Marie Callenders, Reddi-wip, Ro*Tel, Rosarita, Slim Jim, Wolf, and others. More brand details are in the Q&A document accompanying this release. |
| Over the last few weeks, the company has seen improved consumption trends for some key brands in response to recent merchandising programs. |
Operating profit of $289 million was 13% above year-ago amounts as reported. After adjusting for $4 million of net expense in the current quarter and $6 million of net expense in the year-ago period from items impacting comparability, current quarter operating profit of $293 million increased 11%
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over comparable year-ago amounts. The comparable profit growth reflects manageable inflation, supply chain productivity initiatives, and a strong focus on selling, general, and administrative (SG&A) related efficiencies. Advertising and consumer promotion costs declined year-over-year, reflecting heavy investment a year ago, rebalancing spending to strengthen promotional support, and a focus on productivity.
Some of the sequential volume improvement in the fiscal second quarter reflects business that was expected to occur early in the fiscal third quarter, thus a shift in timing versus earlier plans. Given current business conditions, the company is cautious about near-term volume performance. The company currently expects overall comparable volumes for this segment for the full fiscal year to be down slightly compared with year-ago amounts. The company expects operating profit growth for this segment in the back half of the fiscal year, largely due to a combination of continued manageable inflation, supply chain productivity initiatives, SG&A efficiencies which include a reduction in marketing expense, and, to a lesser extent, the benefit of merchandising programs.
Commercial Foods Segment
Specialty potato, seasonings, blends, flavors, milled grain, as well as consumer branded and private branded packaged food items and bakery products, sold to foodservice and commercial channels worldwide.
Sales for the Commercial Foods segment were $1.6 billion, up 3% over year-ago amounts as reported. The sales growth reflects $79 million of benefit from acquisitions, specifically Ralcorp foodservice results that are now part of this segment (but not in year-ago amounts because of the date of the acquisition). Segment operating profit was $169 million, 13% below year-ago amounts as reported.
After adjusting for $9 million of net expense in the current quarter for items impacting comparability, current quarter operating profit of $178 million declined 9% on a comparable basis.
Lamb Weston potato products profits were below year-ago amounts, as expected, given that a major foodservice customer did not renew a sizeable amount of potato business toward the end of last fiscal year. Lamb Weston continues to expand business with other customers to recover the lost
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volume. During the quarter, the company fully transitioned to processing the current-year potato crop; the quality is below the level expected, and this will negatively affect manufacturing costs and margins for Lamb Weston over the next few quarters. Lamb Weston expects good but slower-than-planned growth internationally largely because some customers are facing short-term challenges in certain Asian markets.
Flour milling sales decreased, reflecting the pass-through of lower wheat costs, while milling profits were in line with year-ago amounts. Profits for the rest of the segment were in line with year-ago amounts, favorably influenced by $5 million of contribution from the former Ralcorp foodservice operations.
Private Brands
Private brand food items sold in domestic markets.
Sales for the Private Brands segment were $1.1 billion in the quarter, up more than $900 million over year-ago amounts. This growth reflects the acquisition of the Ralcorp businesses; most of the former Ralcorp businesses are classified within this segment (and not in year-ago amounts because of the date of the acquisition). Operating profit for this segment was $89 million as reported and $91 million adjusted for items impacting comparability; the increase over prior-year amounts reflects the acquisition. Under the recently implemented organizational structure, the company has combined all of the private brand activities across the company in the Private Brands segment; this positions it for strong customer service and effective leveraging of the companys infrastructure to support long-term private brand growth opportunities. Early feedback from major customers about the companys long-term plans and commitment to private brands categories, and the resulting growth potential, has been very good.
The private brands operations are now focused on six major product lines: bars, cereal, condiments, pasta, snacks, and retail bakery. Each product group has a designated general manager with full profit responsibility and cross-functional support designed to drive growth; the company also has focused private brand selling efforts, with a private brand sales leader for each retail customer team. While private brands results so far this fiscal year have not been as strong as planned, these organizational changes, as well as the accompanying focus on improving customer partnerships,
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ensuring appropriate pricing architecture, and winning new business, are expected to gradually improve results over time. Overall, the former Ralcorp businesses are expected to contribute about $0.25 per share of diluted EPS this fiscal year, adjusted for items impacting comparability. This is in line with original goals, with a significant portion of the profit contribution coming from this new Private Brands segment.
Hedging Activities This language primarily relates to operations other than the companys milling operations.
Hedge gains and losses are aggregated, and net amounts are reclassified from unallocated Corporate expense to the operating segments when the underlying commodity or foreign currency being hedged is expensed in segment cost of goods sold. The net of these activities resulted in $9 million of unfavorable impact in the current quarter and $16 million of unfavorable impact in the year-ago period. The company identifies these amounts as items impacting comparability.
Other Items
| Unallocated Corporate amounts were $106 million of expense in the current quarter and $91 million of expense in the year-ago period. Current-quarter amounts include $9 million of unfavorable hedge-related impact and $29 million of net expense from other items impacting comparability (details starting on page 8 of this release). Year-ago period amounts include $16 million of unfavorable hedge-related impact and $10 million of expense related to other items impacting comparability. Excluding these amounts, unallocated Corporate expense was $68 million for the current quarter and $65 million in the year-ago period. |
| Equity method investment earnings were $5 million for the current quarter and $13 million in the year-ago period; the year-over-year decline reflects a $3 million pension adjustment (identified as an item impacting comparability), as well as difficult market conditions for a European potato joint venture. |
| Net interest expense was $95 million in the current quarter and $53 million in the year-ago period; the increase reflects the incremental interest related to the debt incurred to fund acquisitions, principally Ralcorp. |
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Capital Items
| Dividends for the current quarter totaled $106 million versus $97 million in the year-ago period, reflecting an increase in shares outstanding. |
| The company repurchased approximately 2 million shares of common stock during the quarter for approximately $69 million. |
| For the current quarter, capital expenditures for property, plant and equipment were $151 million, compared with $81 million in the year-ago period; approximately $28 million of the increase relates to Ralcorp. The comparable increase reflects several significant planned plant expansions and improvements. Depreciation and amortization expense was approximately $146 million for the fiscal second quarter; this compares with a total of $94 million in the year-ago period. Approximately $48 million of the increase in depreciation and amortization relates to Ralcorp. |
| The company is currently preparing for the formation of Ardent Mills, a joint venture into which the company expects to contribute its milling operations. The details of that transaction, which is now expected to close in the first quarter of calendar 2014, were announced on March 5, 2013. While the company expects approximately $0.03 of EPS dilution this fiscal year, as previously discussed, due to the formation of the venture, over the long term, the ventures profit growth is expected to be accretive to ConAgra Foods EPS. |
Outlook
The company continues to expect fiscal 2014 diluted EPS, adjusted for items impacting comparability, to be in the range of $2.34-$2.38. This takes into account the stronger-than-planned fiscal second quarter EPS contribution, as well as caution about the overall business environment, the impact of the quality issues in this years potato crop at Lamb Weston, and the gradual nature of the executional improvements underway in the Private Brands segment.
The companys long-term EPS growth rates, and multi-year synergy goals related to the Ralcorp acquisition, are unchanged from prior estimates. The company expects at least 10% annual
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comparable EPS growth in the fiscal 2015-2017 period, and expects the Ralcorp transaction to generate $300 million of annual pretax cost-related synergies by the end of fiscal 2017.
Segment Changes Implemented During the Fiscal Second Quarter, 2014
The Consumer Foods segment, which reported approximately $9.0 billion in sales for fiscal 2013 under the prior reporting structure, has been changed as follows:
| It no longer includes results for store brands (reflecting approximately $700 million of revenue in fiscal 2013; store brands are now part of the recently created Private Brands segment), |
| It no longer includes results for foodservice sales of retail branded products (reflecting approximately $800 million of revenue in fiscal 2013; foodservice is now part of the Commercial Foods segment), and |
| It now includes international sales previously part of the Ralcorp business segment(s) results (owned less than a year, with the international sales from Ralcorp expected to generate approximately $60 million in FY14 sales). |
The Commercial Foods segment, which reported sales of approximately $5.2 billion in fiscal 2013 under the prior reporting structure, has been changed as follows:
| It now includes the foodservice results that were previously part of the Consumer Foods segment (see above for sales quantification). |
| It now includes the frozen bakery foodservice results that were previously part of the Ralcorp business segment(s) (owned less than a year, with the foodservice sales from Ralcorp expected to generate approximately $300 million in FY14 sales). |
The Private Brands segment has been recently created, and includes:
| A significant portion of the results of the former Ralcorp businesses (owned less than a year, and this portion of the former Ralcorp segment is expected to generate $3.7 billion of sales in fiscal 2014); |
| The store brands results that were previously part of the Consumer Foods segment (see above for sales quantification). |
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Major Items Impacting Second-quarter Fiscal 2014 EPS Comparability
Included in the $0.54 diluted EPS from continuing operations for the second quarter of fiscal 2014 (EPS amounts rounded and after tax):
| Approximately $0.05 per diluted share of net expense, or $35 million pretax, resulting from restructuring, integration, and transaction costs (including acquisition-related restructuring). $29 million of this is classified as unallocated Corporate expense (SG&A), $4 million is classified within the Consumer Foods segment (essentially all SG&A), and $2 million is classified within the Private Brands segment (essentially all SG&A). |
| Approximately $0.01 per diluted share of net expense, or $9 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. Hedge gains and losses are aggregated, and net amounts are reclassified from unallocated Corporate expense to the operating segments when the underlying commodity or foreign currency being hedged is expensed in segment cost of goods sold. |
| Approximately $0.01 of net expense, or $9 million pretax, related to impairment of assets in the Commercial Foods segment, all SG&A. |
| Approximately $0.01 of net expense, or $3 million pretax, related to the re-measurement of pensions at an international potato venture, classified within equity method investment earnings. |
Included in the $0.52 diluted EPS from continuing operations for the second quarter of fiscal 2013 (EPS amounts rounded and after tax):
| Approximately $0.03 per diluted share of net expense, or $16 million pretax, resulting from acquisition and acquisition-related restructuring costs. $6 million (rounded) of these are in the Consumer Foods segment ($3 million in cost of goods sold (COGS) and $3 million in SG&A expense, and $10 million are in unallocated Corporate SG&A. |
| Approximately $0.02 per diluted share of net expense, or $16 million pretax, related to the mark-to-market impact of derivatives used to hedge input costs, temporarily classified in unallocated Corporate expense. Hedge gains and losses are aggregated, and net amounts are reclassified from unallocated Corporate expense to the operating segments when the underlying commodity or foreign currency being hedged is expensed in segment cost of goods sold. |
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Discussion of Results
ConAgra Foods will host a conference call at 9:30 a.m. EST today to discuss the results. Following the companys remarks, the call will include a question-and-answer session with the investment community. Domestic and international participants may access the conference call toll-free by dialing 1-877-675-4753 and 1-719-325-4857, respectively. No confirmation or pass code is needed. This conference call also can be accessed live on the Internet at http://investor.conagrafoods.com.
A rebroadcast of the conference call will be available after 1 p.m. EST today. To access the digital replay, a pass code number will be required. Domestic participants should dial 1-888-203-1112, and international participants should dial 1-719-457-0820 and enter pass code 7883761. A rebroadcast also will be available on the companys website.
In addition, the company has posted a question-and-answer supplement relating to this release at http://investor.conagrafoods.com. To view recent company news, please visit http://media.conagrafoods.com.
ConAgra Foods, Inc., (NYSE: CAG) is one of North Americas largest packaged food companies with branded and private branded food found in 99 percent of Americas households, as well as a strong commercial foods business serving restaurants and foodservice operations globally. Consumers can find recognized brands such as Banquet®, Chef Boyardee®, Egg Beaters®, Healthy Choice®, Hebrew National®, Hunts®, Marie Callenders®, Orville Redenbachers®, PAM®, Peter Pan®, Reddi-wip®, Slim Jim®, Snack Pack® and many other ConAgra Foods brands, along with food sold by ConAgra Foods under private brand labels, in grocery, convenience, mass merchandise, club and drug stores. Additionally, ConAgra Foods supplies frozen potato and sweet potato products as well as other vegetable, spice, bakery and grain products to commercial and foodservice customers. ConAgra Foods operates ReadySetEat.com, an interactive recipe website that provides consumers with easy dinner recipes and more. For more information, please visit us at www.conagrafoods.com.
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Note on Forward-looking Statements
This press release 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: ConAgra Foods ability to realize the synergies and benefits contemplated by the acquisition of Ralcorp and its ability to promptly and effectively integrate the business of Ralcorp; the timing to consummate the potential joint venture combining the flour milling businesses of ConAgra Foods, Cargill, and CHS; ConAgra Foods ability to realize the synergies and benefits contemplated by the potential joint venture; the availability and prices of raw materials, including any negative effects caused by inflation or adverse weather conditions; the effectiveness of ConAgra Foods product pricing, including any pricing actions and promotional changes; future economic circumstances; industry conditions; ConAgra Foods ability to execute its operating and restructuring plans; the success of ConAgra Foods cost-saving initiatives, innovation, and marketing investments; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of any ConAgra Foods product recalls; access to capital; ConAgra Foods success in efficiently and effectively integrating its acquisitions; actions of governments and regulatory factors affecting ConAgra Foods businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of ConAgra Foods common stock and debt, if any; and other risks described in ConAgra Foods 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 these forward-looking statements, which speak only as of the date they are made. ConAgra Foods disclaims any obligation to update or revise statements contained in this press release to reflect future events or circumstances or otherwise.
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Regulation G Disclosure
Below is a reconciliation of Q2 FY14 and Q2 FY13 diluted earnings per share from continuing operations, Consumer Foods segment operating profit, Commercial Foods segment operating profit, and Private Brands segment operating profit. Amounts may be impacted by rounding.
Q2 FY14 & Q2 FY13 Diluted EPS from Continuing Operations
Q2 FY14 | Q2 FY13 | % change | ||||||||||
Diluted EPS from continuing operations |
$ | 0.54 | $ | 0.52 | 4% | |||||||
Items impacting comparability: |
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Restructuring, integration, and transactions costs (including acquisition-related restructuring) |
0.05 | 0.03 | ||||||||||
Net expense related to unallocated mark-to-market impact of derivatives |
0.01 | 0.02 | ||||||||||
Net expense related to impairment costs in the Commercial Foods segment |
0.01 | | ||||||||||
Net expense related to re-measurement of pensions at an international joint venture |
0.01 | | ||||||||||
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Diluted EPS adjusted for items impacting comparability |
$ | 0.62 | $ | 0.57 | 9% | |||||||
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Consumer Foods Segment Operating Profit Reconciliation
(Dollars in millions) | Q2 FY14 | Q2 FY13 | % change | |||||||||
Consumer Foods Segment Operating Profit |
$ | 289 | $ | 257 | 13% | |||||||
Restructuring, integration, and transactions costs (including acquisition-related restructuring) |
4 | 6 | ||||||||||
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Consumer Foods Segment Adjusted Operating Profit |
$ | 293 | $ | 263 | 11% | |||||||
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Commercial Foods Segment Operating Profit Reconciliation
(Dollars in millions) | Q2 FY14 | Q2 FY13 | % change | |||||||||
Commercial Foods Segment Operating Profit |
$ | 169 | $ | 195 | -13% | |||||||
Net expense related to impairment costs |
9 | | ||||||||||
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Commercial Foods Segment Adjusted Operating Profit |
$ | 178 | $ | 195 | -9% | |||||||
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Private Brands Segment Operating Profit Reconciliation
(Dollars in millions) | Q2 FY14 | |||
Private Brands Segment Operating Profit |
$ | 89 | ||
Restructuring, integration, and transactions costs (including acquisition-related restructuring) |
2 | |||
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Private Brands Segment Adjusted Operating Profit |
$ | 91 | ||
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ConAgra Foods, Inc.
Segment Operating Results
(in millions)
(unaudited)
SECOND QUARTER | ||||||||||||
13 Weeks Ended | 13 Weeks Ended | Percent | ||||||||||
November 24, 2013 | November 25, 2012 | Change | ||||||||||
SALES |
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Consumer Foods |
$ | 2,016.1 | $ | 2,023.5 | (0.4 | )% | ||||||
Commercial Foods |
1,574.0 | 1,526.3 | 3.1 | % | ||||||||
Private Brands |
1,123.8 | 177.4 | 533.5 | % | ||||||||
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Total |
4,713.9 | 3,727.2 | 26.5 | % | ||||||||
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OPERATING PROFIT |
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Consumer Foods |
$ | 288.9 | $ | 256.7 | 12.5 | % | ||||||
Commercial Foods |
169.2 | 194.7 | (13.1 | )% | ||||||||
Private Brands |
89.4 | 7.0 | 1177.1 | % | ||||||||
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Total operating profit for segments |
547.5 | 458.4 | 19.4 | % | ||||||||
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings |
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Items excluded from segment operating profit: |
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General corporate expense |
(105.5 | ) | (90.6 | ) | 16.4 | % | ||||||
Interest expense, net |
(95.4 | ) | (53.4 | ) | 78.7 | % | ||||||
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Income from continuing operations before income taxes and equity method investment earnings |
$ | 346.6 | $ | 314.4 | 10.2 | % | ||||||
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Segment operating profit excludes general corporate expense, equity method investment earnings, and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.
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ConAgra Foods, Inc.
Segment Operating Results
(in millions)
(unaudited)
SECOND QUARTER | ||||||||||||
26 Weeks Ended | 26 Weeks Ended | Percent | ||||||||||
November 24, 2013 | November 25, 2012 | Change | ||||||||||
SALES |
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Consumer Foods |
$ | 3,665.5 | $ | 3,690.3 | (0.7 | )% | ||||||
Commercial Foods |
3,107.9 | 2,988.9 | 4.0 | % | ||||||||
Private Brands |
2,138.0 | 350.3 | 510.3 | % | ||||||||
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Total |
8,911.4 | 7,029.5 | 26.8 | % | ||||||||
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OPERATING PROFIT |
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Consumer Foods |
$ | 456.0 | $ | 465.4 | (2.0 | )% | ||||||
Commercial Foods |
330.3 | 355.7 | (7.1 | )% | ||||||||
Private Brands |
156.4 | 13.9 | 1025.2 | % | ||||||||
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Total operating profit for segments |
942.7 | 835.0 | 12.9 | % | ||||||||
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings |
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Items excluded from segment operating profit: |
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General corporate expense |
(229.2 | ) | (49.1 | ) | 366.8 | % | ||||||
Interest expense, net |
(191.0 | ) | (102.7 | ) | 86.0 | % | ||||||
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Income from continuing operations before income taxes and equity method investment earnings |
$ | 522.5 | $ | 683.2 | (23.5 | )% | ||||||
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Segment operating profit excludes general corporate expense, equity method investment earnings, and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.
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ConAgra Foods, Inc.
Consolidated Statements of Earnings
(in millions, except per share amounts)
(unaudited)
SECOND QUARTER | ||||||||||||
13 Weeks Ended | 13 Weeks Ended | Percent | ||||||||||
November 24, 2013 | November 25, 2012 | Change | ||||||||||
Net sales |
$ | 4,713.9 | $ | 3,727.2 | 26.5 | % | ||||||
Costs and expenses: |
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Cost of goods sold |
3,699.2 | 2,865.6 | 29.1 | % | ||||||||
Selling, general and administrative expenses |
572.7 | 493.8 | 16.0 | % | ||||||||
Interest expense, net |
95.4 | 53.4 | 78.7 | % | ||||||||
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Income from continuing operations before income taxes and equity method investment earnings |
346.6 | 314.4 | 10.2 | % | ||||||||
Income tax expense |
117.9 | 109.7 | 7.5 | % | ||||||||
Equity method investment earnings |
5.3 | 12.8 | (58.6 | )% | ||||||||
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|
|
|
|||||||||
Income from continuing operations |
234.0 | 217.5 | 7.6 | % | ||||||||
Income (loss) from discontinued operations, net of tax |
18.4 | (1.0 | ) | N/A | ||||||||
|
|
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|
|||||||||
Net income |
$ | 252.4 | $ | 216.5 | 16.6 | % | ||||||
|
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|||||||||
Less: Net income attributable to noncontrolling interests |
3.7 | 4.9 | (24.5 | )% | ||||||||
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Net income attributable to ConAgra Foods, Inc. |
$ | 248.7 | $ | 211.6 | 17.5 | % | ||||||
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Earnings per share basic |
||||||||||||
Income from continuing operations |
$ | 0.55 | $ | 0.52 | 5.8 | % | ||||||
Income from discontinued operations |
0.04 | | 100.0 | % | ||||||||
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Net income attributable to ConAgra Foods, Inc. |
$ | 0.59 | $ | 0.52 | 13.5 | % | ||||||
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Weighted average shares outstanding |
421.1 | 405.9 | 3.7 | % | ||||||||
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Earnings per share diluted |
||||||||||||
Income from continuing operations |
$ | 0.54 | $ | 0.52 | 3.8 | % | ||||||
Income (loss) from discontinued operations |
0.04 | (0.01 | ) | N/A | ||||||||
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Net income attributable to ConAgra Foods, Inc. |
$ | 0.58 | $ | 0.51 | 13.7 | % | ||||||
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Weighted average share and share equivalents outstanding |
427.0 | 411.7 | 3.7 | % | ||||||||
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CONAGRA FOODS
page 15
ConAgra Foods, Inc.
Consolidated Statements of Earnings
(in millions, except per share amounts)
(unaudited)
SECOND QUARTER | ||||||||||||
26 Weeks Ended | 26 Weeks Ended | Percent | ||||||||||
November 24, 2013 | November 25, 2012 | Change | ||||||||||
Net sales |
$ | 8,911.4 | $ | 7,029.5 | 26.8 | % | ||||||
Costs and expenses: |
||||||||||||
Cost of goods sold |
7,065.8 | 5,299.3 | 33.3 | % | ||||||||
Selling, general and administrative expenses |
1,132.1 | 944.3 | 19.9 | % | ||||||||
Interest expense, net |
191.0 | 102.7 | 86.0 | % | ||||||||
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Income from continuing operations before income taxes and equity method investment earnings |
522.5 | 683.2 | (23.5 | )% | ||||||||
Income tax expense |
151.8 | 233.5 | (35.0 | )% | ||||||||
Equity method investment earnings |
9.4 | 20.4 | (53.9 | )% | ||||||||
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Income from continuing operations |
380.1 | 470.1 | (19.1 | )% | ||||||||
Income (loss) from discontinued operations, net of tax |
19.5 | (1.4 | ) | N/A | ||||||||
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Net income |
$ | 399.6 | $ | 468.7 | (14.7 | )% | ||||||
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Less: Net income attributable to noncontrolling interests |
6.6 | 7.0 | (5.7 | )% | ||||||||
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Net income attributable to ConAgra Foods, Inc. |
$ | 393.0 | $ | 461.7 | (14.9 | )% | ||||||
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Earnings per share basic |
||||||||||||
Income from continuing operations |
$ | 0.89 | $ | 1.14 | (21.9 | )% | ||||||
Income (loss) from discontinued operations |
0.04 | (0.01 | ) | N/A | ||||||||
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Net income attributable to ConAgra Foods, Inc. |
$ | 0.93 | $ | 1.13 | (17.7 | )% | ||||||
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Weighted average shares outstanding |
421.0 | 406.5 | 3.6 | % | ||||||||
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Earnings per share diluted |
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Income from continuing operations |
$ | 0.87 | $ | 1.12 | (22.3 | )% | ||||||
Income from discontinued operations |
0.05 | | 100.0 | % | ||||||||
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Net income attributable to ConAgra Foods, Inc. |
$ | 0.92 | $ | 1.12 | (17.9 | )% | ||||||
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Weighted average share and share equivalents outstanding |
427.5 | 411.8 | 3.8 | % | ||||||||
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-more-
CONAGRA FOODS
page 16
ConAgra Foods, Inc.
Consolidated Balance Sheets
(in millions)
(unaudited)
November 24, 2013 | May 26, 2013 | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 192.7 | $ | 183.9 | ||||
Receivables, less allowance for doubtful accounts of $7.2 and $7.6 |
1,415.1 | 1,286.2 | ||||||
Inventories |
2,776.1 | 2,390.3 | ||||||
Prepaid expenses and other current assets |
371.7 | 515.6 | ||||||
Current assets held for sale |
| 3.8 | ||||||
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Total current assets |
4,755.6 | 4,379.8 | ||||||
Property, plant and equipment, net |
3,932.3 | 3,850.4 | ||||||
Goodwill |
8,455.9 | 8,444.1 | ||||||
Brands, trademarks and other intangibles, net |
3,355.9 | 3,418.1 | ||||||
Other assets |
286.7 | 293.5 | ||||||
Noncurrent assets held for sale |
| 19.4 | ||||||
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$ | 20,786.4 | $ | 20,405.3 | |||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities |
||||||||
Notes payable |
$ | 233.7 | $ | 185.0 | ||||
Current installments of long-term debt |
584.9 | 517.9 | ||||||
Accounts payable |
1,783.7 | 1,501.6 | ||||||
Accrued payroll |
179.2 | 287.2 | ||||||
Other accrued liabilities |
948.0 | 909.6 | ||||||
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Total current liabilities |
3,729.5 | 3,401.3 | ||||||
Senior long-term debt, excluding current installments |
8,575.2 | 8,691.0 | ||||||
Subordinated debt |
195.9 | 195.9 | ||||||
Other noncurrent liabilities |
2,724.1 | 2,754.1 | ||||||
Total stockholders equity |
5,561.7 | 5,363.0 | ||||||
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$ | 20,786.4 | $ | 20,405.3 | |||||
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-more-
CONAGRA FOODS
page 17
ConAgra Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
Twenty-six weeks ended | ||||||||
November 24, 2013 |
November 25, 2012 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 399.6 | $ | 468.7 | ||||
Income (loss) from discontinued operations |
19.5 | (1.4 | ) | |||||
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Income from continuing operations |
380.1 | 470.1 | ||||||
Adjustments to reconcile income from continuing operations to net cash flows from operating activities: |
||||||||
Depreciation and amortization |
292.4 | 185.3 | ||||||
Asset impairment charges |
14.8 | 4.6 | ||||||
Earnings of affiliates less than (in excess of) distributions |
1.3 | (5.4 | ) | |||||
Share-based payments expense |
32.1 | 27.8 | ||||||
Contributions to pension plans |
(10.1 | ) | (10.1 | ) | ||||
Pension expense |
(4.5 | ) | 11.4 | |||||
Other items |
(4.9 | ) | (11.1 | ) | ||||
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions: |
||||||||
Accounts receivable |
(133.8 | ) | (109.9 | ) | ||||
Inventory |
(385.7 | ) | (333.7 | ) | ||||
Deferred income taxes and income taxes payable, net |
106.6 | (2.8 | ) | |||||
Prepaid expenses and other current assets |
65.3 | 19.7 | ||||||
Accounts payable |
270.0 | 226.1 | ||||||
Accrued payroll |
(107.9 | ) | (13.3 | ) | ||||
Other accrued liabilities |
40.1 | 21.8 | ||||||
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Net cash flows from operating activities continuing operations |
555.8 | 480.5 | ||||||
Net cash flows from operating activities discontinued operations |
(0.1 | ) | (1.9 | ) | ||||
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Net cash flows from operating activities |
555.7 | 478.6 | ||||||
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Cash flows from investing activities: |
||||||||
Additions to property, plant and equipment |
(332.2 | ) | (179.1 | ) | ||||
Sale of property, plant and equipment |
12.1 | 3.9 | ||||||
Purchase of businesses, net of cash acquired |
(39.6 | ) | (268.6 | ) | ||||
Investment in equity method investee |
| (1.5 | ) | |||||
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Net cash flows from investing activities continuing operations |
(359.7 | ) | (445.3 | ) | ||||
Net cash flows from investing activities discontinued operations |
54.7 | (1.3 | ) | |||||
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Net cash flows from investing activities |
(305.0 | ) | (446.6 | ) | ||||
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Cash flows from financing activities: |
||||||||
Net short-term borrowings |
48.7 | (40.0 | ) | |||||
Issuance of long-term debt |
| 743.0 | ||||||
Repayment of long-term debt |
(50.7 | ) | (34.2 | ) | ||||
Repurchase of ConAgra Foods, Inc. common shares |
(100.0 | ) | (238.6 | ) | ||||
Cash dividends paid |
(210.4 | ) | (195.3 | ) | ||||
Exercise of stock options and issuance of other stock awards |
70.3 | 102.9 | ||||||
Other items |
0.8 | 1.5 | ||||||
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Net cash flows from financing activities |
(241.3 | ) | 339.3 | |||||
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|
|||||
Effect of exchange rate changes on cash and cash equivalents |
(0.6 | ) | 2.5 | |||||
Net change in cash and cash equivalents |
8.8 | 373.8 | ||||||
Cash and cash equivalents at beginning of period |
183.9 | 103.0 | ||||||
|
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Cash and cash equivalents at end of period |
$ | 192.7 | $ | 476.8 | ||||
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# # #
Exhibit 99.2
Q2 FY14 Question & Answer
Dec. 19, 2013
1. | What were some examples of brands in the Consumer Foods segment posting sales growth for the quarter? |
- Hebrew National |
- Reddi-wip | |
- Hunts |
- Ro*Tel | |
- Libbys |
- Rosarita | |
- Manwich |
- Slim Jim | |
- Marie Callenders |
- Wolf |
Sales for Peter Pan and Swiss Miss were in line with last years sales for the quarter.
2. | What were some examples of brands in the Consumer Foods segment posting sales declines for the quarter? |
- ACT II |
- Crunch n Munch | - La Choy | - Van Camps | |||
- Andy Capps |
- DAVID | - Orville Redenbachers | - Wesson | |||
- Banquet |
- Egg Beaters | - PAM | ||||
- Blue Bonnet |
- Healthy Choice | - Parkay | ||||
- Chef Boyardee |
- Kid Cuisine | - Snack Pack |
3. | What were unit volume changes for the quarter in the Consumer Foods and Commercial Foods segments? |
Consumer Foods organic volume was essentially flat.
Commercial Foods organic volume was essentially flat.
4. | How much were capital expenditures from continuing operations for the quarter? |
Approximately $151 million (versus approximately $81 million in Q2 FY13)
5. | How much was total depreciation and amortization from continuing operations for the quarter? |
Approximately $146 million (versus approximately $94 million in Q2 FY13)
6. | What was the net interest expense for the quarter? |
Approximately $95 million (versus approximately $53 million in Q2 FY13); the increase reflects the incremental interest related to the debt incurred to fund acquisitions, principally Ralcorp.
7. | What was Corporate expense for the quarter? |
Unallocated Corporate amounts were $106 million of expense in the current quarter and $91 million of expense in the year-ago period. Current-quarter amounts include $9 million of unfavorable hedge-related impact and $29 million of net expense from other items impacting comparability. Year-ago period amounts include $16 million of unfavorable hedge-related impact and $10 million of expense related to other items impacting comparability. Excluding these amounts, unallocated Corporate expense was $68 million for the current quarter and $65 million in the year-ago period.
8. | How much did the company pay in dividends during the quarter? |
Approximately $106 million (versus approximately $97 million in Q2 FY13), reflecting an increase in shares outstanding.
9. | What was the weighted average number of diluted shares outstanding for the quarter (rounded)? |
Approximately 427 million shares for the quarter.
10. | Did the company repurchase any shares during the quarter? |
The company repurchased approximately 2 million shares of common stock during the quarter for approximately $69 million.
11. | What were the gross margins and operating margins for the quarter ($ amounts in millions, rounded)? |
Gross margin = segment gross profit* divided by net sales
Gross margin = $1,024/$4,714 = 22%
Operating margin = segment operating profit** divided by net sales
Operating margin = $548/$4,714 = 12%
* | Gross profit = net sales costs of goods sold ($4,714 $3,690 = $1,024) |
** | See second-quarter segment operating results for a reconciliation of operating profit to income from continuing operations before income taxes and equity method investment earnings (loss). Income from continuing operations before income taxes and equity method investment earnings (loss), divided by net sales = $347/$4,714 = 7%. |
2
12. | What is included in the companys net debt at the end of the quarter (rounded, in millions)? |
Q2 FY14 | ||||
Total debt* | $ | 9,590 | ||
Less: Cash on hand | $ | 193 | ||
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Net debt | $ | 9,397 |
* | Total debt = notes payable, short-term debt, long-term debt, and subordinated debt. |
13. | What is the net-debt-to-total-capital ratio at quarter end? |
The net-debt-to-total-capital ratio for the quarter was 63%.
This ratio is defined as net debt divided by the sum of net debt plus shareholders equity. See question No. 12 for the components of net debt.
14. | What is the companys debt reduction target? |
The company is on target for at least $1.5 billion of debt reduction by the end of FY15, excluding any repayment funded from the proceeds received as a result of the Ardent Mills transaction.
15. | What is the projected tax rate for FY14? |
The company expects the tax rate to be in the range of 33-34%, excluding items impacting comparability. The company acknowledges that the quarterly rates may be different from this, given the timing of certain matters, but the overall rate is expected to approximate 33-34%.
16. | What are the projected capital expenditures for FY14? |
Total capital expenditures for fiscal 2014 are projected to be approximately $650 million.
17. | What is the projected depreciation and amortization expense for FY14? |
Total depreciation and amortization for fiscal 2014 is projected to be approximately $600 million.
18. | What is the projected net interest expense for FY14? |
Net interest expense for fiscal 2014 is projected to be approximately $400 million.
3
19. | The current presentation of the quarterly segment sales and operating profits for FY14 and FY13, given the recent transition of reporting under ConAgra Foods new operating structure, is as follows: |
ConAgra Foods, Inc.
Segment Operating Results
(in millions)
(unaudited)
Fiscal 2013 | Fiscal 2014 | |||||||||||||||||||||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 | Total | Q1 | Q2 | Q3 | Q4 | Total | |||||||||||||||||||||||||||||||
SALES |
||||||||||||||||||||||||||||||||||||||||
Consumer Foods |
$ | 1,666.8 | $ | 2,023.5 | $ | 1,939.0 | $ | 1,922.1 | $ | 7,551.4 | $ | 1,649.4 | $ | 2,016.1 | | | $ | 3,665.5 | ||||||||||||||||||||||
Commercial Foods |
1,462.6 | 1,526.3 | 1,466.9 | 1,611.2 | 6,067.0 | 1,533.9 | 1,574.0 | | | 3,107.9 | ||||||||||||||||||||||||||||||
Private Brands |
172.9 | 177.4 | 432.5 | 1,045.0 | 1,827.8 | 1,014.2 | 1,123.8 | | | 2,138.0 | ||||||||||||||||||||||||||||||
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Total |
3,302.3 | 3,727.2 | 3,838.4 | 4,578.3 | 15,446.2 | 4,197.5 | 4,713.9 | | | 8,911.4 | ||||||||||||||||||||||||||||||
OPERATING PROFIT |
||||||||||||||||||||||||||||||||||||||||
Consumer Foods |
208.7 | 256.7 | 264.6 | 270.2 | 1,000.2 | 167.1 | 288.9 | | | 456.0 | ||||||||||||||||||||||||||||||
Commercial Foods |
161.0 | 194.7 | 186.2 | 189.4 | 731.3 | 161.1 | 169.2 | | | 330.3 | ||||||||||||||||||||||||||||||
Private Brands |
6.9 | 7.0 | 6.1 | 100.8 | 120.8 | 67.0 | 89.4 | | | 156.4 | ||||||||||||||||||||||||||||||
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Total operating profit for segments |
376.6 | 458.4 | 456.9 | 560.4 | 1,852.3 | 395.2 | 547.5 | | | 942.7 | ||||||||||||||||||||||||||||||
Reconciliation of total operating profit to income from continuing operations before income taxes and equity method investment earnings |
||||||||||||||||||||||||||||||||||||||||
Items excluded from segment operating profit: |
||||||||||||||||||||||||||||||||||||||||
General corporate (expense) income |
41.5 | (90.6 | ) | (198.6 | ) | (181.3 | ) | (429.0 | ) | (123.7 | ) | (105.5 | ) | | | (229.2 | ) | |||||||||||||||||||||||
Interest expense, net |
(49.3 | ) | (53.4 | ) | (70.6 | ) | (102.3 | ) | (275.6 | ) | (95.6 | ) | (95.4 | ) | | | (191.0 | ) | ||||||||||||||||||||||
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Income from continuing operations before income taxes and equity method investment earnings |
$ | 368.8 | $ | 314.4 | $ | 187.7 | $ | 276.8 | $ | 1,147.7 | $ | 175.9 | $ | 346.6 | | | $ | 522.5 | ||||||||||||||||||||||
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Segment operating profit excludes general corporate expense, equity method investment earnings, and net interest expense. Management believes such amounts are not directly associated with segment performance results for the period. Management believes the presentation of total operating profit for segments facilitates period-to-period comparison of results of segment operations.
Please see question 20 about applicability of prior items impacting comparability.
4
19. | The current presentation of the quarterly income statement for FY13 and FY14 is as follows: |
ConAgra Foods, Inc.
Income Statement for Fiscal 2013 and 2014
(in millions)
(unaudited)
Fiscal 2013 | Fiscal 2014 | |||||||||||||||||||||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 | Total | Q1 | Q2 | Q3 | Q4 | Total | |||||||||||||||||||||||||||||||
Net sales |
$ | 3,302.3 | $ | 3,727.2 | $ | 3,838.4 | $ | 4,578.3 | $ | 15,446.2 | $ | 4,197.5 | $ | 4,713.9 | | | $ | 8,911.4 | ||||||||||||||||||||||
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Costs and expenses: |
||||||||||||||||||||||||||||||||||||||||
Cost of goods sold |
2,433.7 | 2,865.6 | 2,967.5 | 3,616.0 | 11,882.8 | 3,366.6 | 3,699.2 | | | 7,065.8 | ||||||||||||||||||||||||||||||
SG&A expenses |
450.5 | 493.8 | 612.6 | 583.2 | 2,140.1 | 559.4 | 572.7 | | | 1,132.1 | ||||||||||||||||||||||||||||||
Interest expense, net |
49.3 | 53.4 | 70.6 | 102.3 | 275.6 | 95.6 | 95.4 | | | 191.0 | ||||||||||||||||||||||||||||||
Income from continuing operations before income taxes and equity method investment earnings |
368.8 | 314.4 | 187.7 | 276.8 | 1,147.7 | 175.9 | 346.6 | | | 522.5 | ||||||||||||||||||||||||||||||
Income tax expense |
123.8 | 109.7 | 77.4 | 88.8 | 399.7 | 33.9 | 117.9 | | | 151.8 | ||||||||||||||||||||||||||||||
Equity method investment earnings |
7.6 | 12.8 | 12.0 | 5.1 | 37.5 | 4.1 | 5.3 | | | 9.4 | ||||||||||||||||||||||||||||||
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Income from continuing operations |
252.6 | 217.5 | 122.3 | 193.1 | 785.5 | 146.1 | 234.0 | | | 380.1 | ||||||||||||||||||||||||||||||
Income (loss) from discontinued operations, net of tax |
(0.4 | ) | (1.0 | ) | 1.1 | 0.9 | 0.6 | 1.1 | 18.4 | | | 19.5 | ||||||||||||||||||||||||||||
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Net income |
252.2 | 216.5 | 123.4 | 194.0 | 786.1 | 147.2 | 252.4 | | | 399.6 | ||||||||||||||||||||||||||||||
Less noncontrolling interests |
2.1 | 4.9 | 3.4 | 1.8 | 12.2 | 2.9 | 3.7 | | | 6.6 | ||||||||||||||||||||||||||||||
Net income attributable to CAG |
$ | 250.1 | $ | 211.6 | $ | 120.0 | $ | 192.2 | $ | 773.9 | $ | 144.3 | $ | 248.7 | | | $ | 393.0 | ||||||||||||||||||||||
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Please see question 20 about applicability of prior items impacting comparability.
5
20. | Given the changes to historical segment numbers, have there been any changes in the items impacting comparability relating to those segments? |
There is no change to historical items impacting comparability for the Corporate, Consumer Foods, or Commercial Foods segments. Items impacting comparability for the former Ralcorp segments now relate to the Private Brands segment.
Note on Forward-looking Statements:
This document 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: ConAgra Foods ability to realize the synergies and benefits contemplated by the acquisition of Ralcorp and its ability to promptly and effectively integrate the business of Ralcorp; the timing to consummate the potential joint venture combining the flour milling businesses of ConAgra Foods, Cargill, and CHS; ConAgra Foods ability to realize the synergies and benefits contemplated by the potential joint venture; the availability and prices of raw materials, including any negative effects caused by inflation or adverse weather conditions; the effectiveness of ConAgra Foods product pricing, including any pricing actions and promotional changes; future economic circumstances; industry conditions; ConAgra Foods ability to execute its operating and restructuring plans; the success of ConAgra Foods cost-saving initiatives, innovation, and marketing investments; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of any ConAgra Foods product recalls; access to capital; ConAgra Foods success in efficiently and effectively integrating its acquisitions; actions of governments and regulatory factors affecting ConAgra Foods businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of ConAgra Foods common stock and debt, if any; and other risks described in ConAgra Foods 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 these forward-looking statements, which speak only as of the date they are made. ConAgra Foods disclaims any obligation to update or revise statements contained in this document to reflect future events or circumstances or otherwise.
6
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