Attached files
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| 8-K/A - 8-K/A - CONAGRA BRANDS INC. | d153448d8ka.htm |
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. |
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Fiscal Year Ended May 31, 2015
(in millions, except per share data)
| ConAgra Historical |
Pro Forma Adjustments (Note 3) |
Pro Forma |
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| Net sales |
$ | 15,833 | $ | (3,895 | ) | $ | 11,938 | |||||
| Costs and expenses: |
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| 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 | ||||||||
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| 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 | |||||||||
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| Income (loss) from continuing operations |
$ | (607 | ) | $ | 1,370 | $ | 763 | |||||
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| Less: Net income attributable to noncontrolling interests |
12 | — | 12 | |||||||||
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| Income (loss) from continuing operations attributable to ConAgra Foods, Inc. |
$ | (619 | ) | $ | 1,370 | $ | 751 | |||||
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| Per share amounts: |
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| Basic |
$ | (1.46 | ) | $ | 1.76 | |||||||
| Diluted |
$ | (1.46 | ) | $ | 1.74 | |||||||
| Average shares outstanding: |
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| Basic |
426 | 426 | ||||||||||
| Diluted |
426 | 431 | ||||||||||
See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Fiscal Year Ended May 25, 2014
(in millions, except per share data)
| ConAgra Historical |
Pro Forma Adjustments (Note 3) |
Pro Forma |
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| Net sales |
$ | 15,844 | $ | (4,006 | ) | $ | 11,838 | |||||
| Costs and expenses: |
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| 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 | ||||||||
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| 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 | |||||||||
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| Income from continuing operations |
$ | 174 | $ | 457 | $ | 631 | ||||||
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| Less: Net income attributable to noncontrolling interests |
12 | — | 12 | |||||||||
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| Income from continuing operations attributable to ConAgra Foods, Inc. |
$ | 162 | $ | 457 | $ | 619 | ||||||
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| Per share amounts: |
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| Basic |
$ | 0.38 | $ | 1.46 | ||||||||
| Diluted |
$ | 0.37 | $ | 1.44 | ||||||||
| Average shares outstanding: |
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| Basic |
421 | 421 | ||||||||||
| Diluted |
428 | 428 | ||||||||||
See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Fiscal Year Ended May 26, 2013
(in millions, except per share data)
| ConAgra Historical |
Pro Forma Adjustments (Note 3) |
Pro Forma |
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| Net sales |
$ | 13,469 | $ | (1,626 | ) | $ | 11,843 | |||||
| Costs and expenses: |
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| 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 | ||||||||
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| 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 | |||||||||
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| Income from continuing operations |
$ | 698 | $ | (24 | ) | $ | 674 | |||||
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| Less: Net income attributable to noncontrolling interests |
12 | — | 12 | |||||||||
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| Income from continuing operations attributable to ConAgra Foods, Inc. |
$ | 686 | $ | (24 | ) | $ | 662 | |||||
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| Per share amounts: |
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| Basic |
$ | 1.67 | $ | 1.61 | ||||||||
| Diluted |
$ | 1.64 | $ | 1.58 | ||||||||
| Average shares outstanding: |
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| Basic |
411 | 411 | ||||||||||
| Diluted |
418 | 418 | ||||||||||
See accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.
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.