−Removed: The disclosure below modifies the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended May 26, 2019.
−Removed: These risks and uncertainties, along with those previously disclosed, could materially adversely affect our business or financial results.
−Removed: Risks Relating to our Business
−Removed: Deterioration of general economic conditions could harm our business and results of operations.
−Removed: Our business and results of operations may be adversely affected by changes in national or global economic conditions, including inflation, interest rates, availability of capital markets, consumer spending rates, energy availability and costs (including fuel surcharges), the negative impacts caused by pandemics and public health crises (including the COVID-19 outbreak), and the effects of governmental initiatives to manage economic conditions.
−Removed: Volatility in financial markets and deterioration of national and global economic conditions could impact our business and operations in a variety of ways, including as follows:
−Removed: consumers may shift purchases to more generic, lower-priced, or other value offerings, or may forego certain purchases altogether during economic downturns, which could result in a reduction in sales of higher margin products or a shift in our product mix to lower margin offerings adversely affecting the results of our operations;
−Removed: restrictions on public gatherings or interactions may limit the opportunity for our customers and consumers to purchase our products;
−Removed: if a significant percentage of our workforce is unable to work, including because of illness or travel or government restrictions in connection with COVID-19, our operations may be negatively impacted;
−Removed: a shutdown of one or multiple of our manufacturing facilities due to government restrictions or illness in connection with COVID-19;
−Removed: decreased demand in the restaurant business (including due to COVID-19), particularly casual and fine dining, may adversely affect our Foodservice operations;
−Removed: decreased demand for our products due to significant unemployment as a result of COVID-19;
−Removed: volatility in commodity and other input costs could substantially impact our result of operations;
−Removed: volatility in the equity markets or interest rates could substantially impact our pension costs and required pension contributions;
−Removed: it may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us.
−Removed: Disruption of our supply chain could have an adverse impact on our business, financial condition, and results of operations.
−Removed: Our ability to make, move, and sell our products is critical to our success.
−Removed: Damage or disruption to our supply chain, including third-party manufacturing or transportation and distribution capabilities, due to weather, including any potential effects of climate change, natural disaster, fire or explosion, terrorism, pandemics (such as the coronavirus (COVID-19) outbreak), strikes, government action, or other reasons beyond our control or the control of our suppliers and business partners, could impair our ability to manufacture or sell our products.
−Removed: Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single supplier or location, could adversely affect our business or financial results.
−Removed: In addition, disputes with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our product sales, financial condition, and results of operations.
−Removed: In particular, we are actively monitoring the recent COVID-19 outbreak and its potential impact on our supply chain and our consolidated results of operations.
−Removed: Although our products are manufactured in North America and we source the significant majority of our ingredients and raw materials from North America, due to restrictions resulting from the outbreak, global supply may become constrained, which may cause the price of certain ingredients and raw materials used in our products to increase and/or we may experience disruptions to our operations.
−Removed: While we do not expect that the COVID-19 outbreak will have a material adverse effect on our business, financial condition, or results of operations at this time, we are unable to accurately predict the impact that COVID-19 will have due to various uncertainties, including the ultimate geographic spread of the virus, the severity of the virus, the duration of the outbreak, and actions that may be taken by governmental authorities.
−Removed: We rely on our management team and other key personnel.
−Removed: We depend on the skills, working relationships, and continued services of key personnel, including our experienced management team.
−Removed: In addition, our ability to achieve our operating goals depends on our ability to identify, hire, train, and retain qualified individuals.
−Removed: We compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, train, and retain other talented personnel.
−Removed: Any such loss or failure could adversely affect our product sales, financial condition, and operating results.
−Removed: In particular, our continued success will depend in part on our ability to retain the talents and dedication of key employees.
−Removed: If key employees terminate their employment, become ill as a result of the COVID-19 pandemic, or if an insufficient number of employees is retained to maintain effective operations, our business activities may be adversely affected and our management team's attention may be diverted.
−Removed: In addition, we may not be able to locate suitable replacements for any key employees who leave, or offer employment to potential replacements on reasonable terms, all of which could adversely affect our product sales, financial condition, and operating results.
+Added: A discussion of our risk factors can be found in Item 1A "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended May 31, 2020, and our other filings with the SEC.
+Added: During the first quarter of fiscal 2021, there were no material changes to our previously disclosed risk factors.
All documents referenced below were filed pursuant to the Securities Exchange Act of 1934 by Conagra Brands, Inc.
1 unchanged sentence
Amended and Restated Certificate of Incorporation of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on November 10, 2016
−Removed: Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2019
+Added: Amended and Restated Bylaws of Conagra Brands, Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2020
+Added: Form of Senior Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2020
Section 302 Certificate of Chief Executive Officer
1 unchanged sentence
Section 906 Certificates
−Removed: The following materials from Conagra Brands' Quarterly Report on Form 10-Q for the quarter ended February 23, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):
+Added: The following materials from Conagra Brands' Quarterly Report on Form 10-Q for the quarter ended August 30, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):
(i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information.
−Removed: Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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 thereunto duly authorized.
3 unchanged sentences
Senior Vice President and Corporate Controller
−Removed: Dated this 31st day of March, 2020.
+Added: Dated this 6th day of October, 2020.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.