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CONAGRA FOODS INC /DE/ FILES (8-K) Disclosing Results of Operations and Financial Condition, Material Impairments, Financial Statements and Exhibits

June 18, 2014



Item 2.02 Results of Operations and Financial Condition.

On June 18, 2014, ConAgra Foods, Inc. (the "Company") issued a press release containing information on the Company's anticipated earnings per share for the fourth quarter of fiscal 2014; and announcing, among other things, that it expects to incur non-cash impairment charges in the fourth quarter of fiscal 2014. The press release is furnished with this Form 8-K as Exhibit 99.1.

The press release includes the non-GAAP financial measures of diluted earnings per share from continuing operations adjusted for items impacting comparability. Management considers GAAP financial measures as well as such non-GAAP financial information in its evaluation of the Company's financial statements and believes these non-GAAP measures provide useful supplemental information to assess the Company's operating performance and financial position. To the extent required, these measures are reconciled in the press release 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 Company's diluted earnings per share 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 earnings per share adjusted for items impacting comparability, impracticable.

Item 2.06 Material Impairments.

On June 18, 2014, the Company announced that it expects to report non-cash pre-tax impairment charges of approximately $681 million in its fiscal fourth quarter operating results. In connection with its annual impairment tests conducted in the fourth quarter of fiscal 2014, the Company determined that approximately $605 million of goodwill and other intangible assets related to its Private Brands segment, primarily related to intangible assets recorded in the 2013 acquisition of Ralcorp Holdings, Inc., were impaired. Approximately $73 million of intangible assets, primarily relating to the Chef Boyardee brand in its Consumer Foods segment, and approximately $3 million of other intangible assets in corporate, were also impaired. The impairments were driven primarily by anticipated lower long-term profitability and the resultant reductions in fair values of each of these assets.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith:

Exhibit 99.1 Press Release issued June 18, 2014



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Source: Edgar Glimpses


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