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Conagra Brands Inc. – ‘10-K’ for 5/28/17 – ‘EX-31.2’

On:  Friday, 7/21/17, at 12:13pm ET   ·   For:  5/28/17   ·   Accession #:  1628280-17-7184   ·   File #:  1-07275

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/21/17  Conagra Brands Inc.               10-K        5/28/17  147:20M                                    Workiva Inc Wde… FA01/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.39M 
 2: EX-2.3.1    Plan of Acquisition, Reorganization, Arrangement,   HTML     71K 
                Liquidation or Succession                                        
 3: EX-10.12    Material Contract                                   HTML     89K 
 4: EX-10.22    Material Contract                                   HTML     56K 
 5: EX-10.32.1  Material Contract                                   HTML     57K 
 7: EX-21       Subsidiaries List                                   HTML     44K 
 8: EX-23       Consent of Experts or Counsel                       HTML     43K 
 9: EX-24       Power of Attorney                                   HTML     59K 
 6: EX-12       Statement re: Computation of Ratios                 HTML     58K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     49K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     49K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     45K 
19: R1          Document and Entity Information                     HTML     71K 
20: R2          Consolidated Statements of Operations               HTML    107K 
21: R3          Consolidated Statements of Comprehensive Income     HTML    158K 
                (Loss)                                                           
22: R4          Consolidated Balance Sheets                         HTML    165K 
23: R5          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
24: R6          Consolidated Statements of Common Stockholders'     HTML     97K 
                Equity                                                           
25: R7          Consolidated Statements of Common Stockholders'     HTML     46K 
                Equity (Parenthetical)                                           
26: R8          Consolidated Statements of Cash Flows               HTML    175K 
27: R9          Summary of Significant Accounting Policies          HTML    154K 
28: R10         Acquisitions                                        HTML     48K 
29: R11         Restructuring Activities                            HTML    238K 
30: R12         Long-Term Debt                                      HTML    106K 
31: R13         Credit Facilities and Borrowings                    HTML     49K 
32: R14         Discontinued Operations and Other Divestitures      HTML    134K 
33: R15         Investments in Joint Ventures                       HTML     94K 
34: R16         Variable Interest Entities                          HTML     47K 
35: R17         Goodwill and Other Identifiable Intangible Assets   HTML    105K 
36: R18         Earnings (Loss) Per Share                           HTML     68K 
37: R19         Inventories                                         HTML     52K 
38: R20         Other Noncurrent Liabilities                        HTML     56K 
39: R21         Capital Stock                                       HTML     47K 
40: R22         Share-Based Payments                                HTML    148K 
41: R23         Pre-Tax Income and Income Taxes                     HTML    166K 
42: R24         Leases                                              HTML     53K 
43: R25         Contingencies                                       HTML     61K 
44: R26         Derivative Financial Instruments                    HTML    124K 
45: R27         Pension and Postretirement Benefits                 HTML    457K 
46: R28         Fair Value Measurements                             HTML    101K 
47: R29         Business Segments and Related Information           HTML    137K 
48: R30         Quarterly Financial Data (Unaudited)                HTML    124K 
49: R31         Schedule II Valuation and Qualifying Accounts       HTML     69K 
50: R32         Summary of Significant Accounting Policies          HTML    145K 
                (Policies)                                                       
51: R33         Summary of Significant Accounting Policies          HTML    122K 
                (Tables)                                                         
52: R34         Restructuring Activities (Tables)                   HTML    235K 
53: R35         Long-Term Debt (Tables)                             HTML    102K 
54: R36         Discontinued Operations and Other Divestitures      HTML    125K 
                (Tables)                                                         
55: R37         Investments in Joint Ventures (Tables)              HTML     85K 
56: R38         Goodwill and Other Identifiable Intangible Assets   HTML     90K 
                (Tables)                                                         
57: R39         Earnings (Loss) Per Share (Tables)                  HTML     67K 
58: R40         Inventories (Tables)                                HTML     53K 
59: R41         Other Noncurrent Liabilities (Tables)               HTML     56K 
60: R42         Share-Based Payments (Tables)                       HTML    119K 
61: R43         Pre-Tax Income and Income Taxes (Tables)            HTML    165K 
62: R44         Leases (Tables)                                     HTML     49K 
63: R45         Derivative Financial Instruments (Tables)           HTML    113K 
64: R46         Pension and Postretirement Benefits (Tables)        HTML    455K 
65: R47         Fair Value Measurements (Tables)                    HTML     94K 
66: R48         Business Segments and Related Information (Tables)  HTML    126K 
67: R49         Quarterly Financial Data (Unaudited) (Tables)       HTML    123K 
68: R50         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis  HTML     46K 
                of Consolidation (Narrative) (Details)                           
69: R51         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     57K 
                Schedule of Estimated Useful Lives of Property,                  
                Plant and Equipment (Details)                                    
70: R52         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     44K 
                Marketing Costs (Narrative) (Details)                            
71: R53         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     45K 
                Research and Development (Narrative) (Details)                   
72: R54         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     58K 
                Schedule of Accumulated Balances for Each                        
                Component of Other Comprehensive Income (Loss),                  
                Net of Tax (Details)                                             
73: R55         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML    111K 
                Summary of Reclassifications from Accumulated                    
                Other Comprehensive Loss into Income (Loss)                      
                (Details)                                                        
74: R56         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     44K 
                Foreign Currency Transaction Gains and Losses                    
                (Narrative) (Details)                                            
75: R57         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     61K 
                Accounting Changes (Narrative) (Details)                         
76: R58         Acquisitions (Details)                              HTML     66K 
77: R59         RESTRUCTURING ACTIVITIES - Narrative (Details)      HTML     86K 
78: R60         RESTRUCTURING ACTIVITIES - Schedule of Pre-Tax      HTML    210K 
                Expenses in Association with the SCAE Plan                       
                (Details)                                                        
79: R61         RESTRUCTURING ACTIVITIES - Schedule of Liabilities  HTML     69K 
                Recorded for the SCAE Plan (Details)                             
80: R62         LONG-TERM DEBT - Schedule of Long-Term Debt         HTML    109K 
                Instruments (Details)                                            
81: R63         LONG-TERM DEBT - Schedule of Aggregate Minimum      HTML     55K 
                Principal Maturities of Long-Term Debt (Details)                 
82: R64         LONG-TERM DEBT - Narrative (Details)                HTML    170K 
83: R65         LONG-TERM DEBT - Schedule of Net Interest Expense   HTML     52K 
                (Details)                                                        
84: R66         Credit Facilities and Borrowings (Details)          HTML     63K 
85: R67         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML    107K 
                Summary of Comparative Financial Results (Details)               
86: R68         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML     59K 
                Lamb Weston Spinoff (Narrative) (Details)                        
87: R69         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML    134K 
                Schedule of Assets and Liabilities Classified as                 
                Held for Sale (Details)                                          
88: R70         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML    113K 
                Private Brands Operations (Narrative) (Details)                  
89: R71         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML     48K 
                ConAgra Mills Operations (Narrative) (Details)                   
90: R72         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML     83K 
                Other Divestitures (Narrative) (Details)                         
91: R73         INVESTMENTS IN JOINT VENTURES - Narrative           HTML    100K 
                (Details)                                                        
92: R74         INVESTMENTS IN JOINT VENTURES - Summary of          HTML     77K 
                Combined Financial Information (Details)                         
93: R75         Variable Interest Entities (Details)                HTML     58K 
94: R76         GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS   HTML     72K 
                - Schedule of the Change in the Carrying Amount of               
                Goodwill (Details)                                               
95: R77         GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS   HTML     53K 
                - Schedule of Other Identifiable Intangible Assets               
                (Details)                                                        
96: R78         GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS   HTML    109K 
                - Narrative (Details)                                            
97: R79         Earnings (LOSS) PER SHARE - Reconciliation of       HTML     72K 
                Income and Average Share Amounts Used to Compute                 
                Both Basic and Diluted Earnings (Loss) Per Share                 
                (Details)                                                        
98: R80         Earnings (LOSS) PER SHARE - Narrative (Details)     HTML     46K 
99: R81         Inventories (Details)                               HTML     55K 
100: R82         Other Noncurrent Liabilities (Details)              HTML     61K  
101: R83         Capital Stock (Details)                             HTML     81K  
102: R84         SHARE-BASED PAYMENTS - Additional Information       HTML     51K  
                (Narrative) (Details)                                            
103: R85         SHARE-BASED PAYMENTS - Stock Option Plan            HTML     92K  
                (Narrative) (Details)                                            
104: R86         SHARE-BASED PAYMENTS - Schedule of Weighted         HTML     52K  
                Average Assumptions for Stock Options Granted                    
                (Details)                                                        
105: R87         SHARE-BASED PAYMENTS - Summary of Option Activity   HTML     93K  
                and Changes (Details)                                            
106: R88         SHARE-BASED PAYMENTS - Share Unit Plans             HTML     73K  
                (Narrative) (Details)                                            
107: R89         SHARE-BASED PAYMENTS - Summary of Nonvested Share   HTML     82K  
                Units and Changes (Details)                                      
108: R90         SHARE-BASED PAYMENTS - Performance-Based Share      HTML     70K  
                Plan (Narrative) (Details)                                       
109: R91         SHARE-BASED PAYMENTS - Summary of Activity for      HTML     75K  
                Performance Share Awards and Changes (Details)                   
110: R92         PRE-TAX INCOME AND INCOME TAXES - Schedule of       HTML     51K  
                Pre-Tax Income from Continuing Operations                        
                (Details)                                                        
111: R93         PRE-TAX INCOME AND INCOME TAXES - Schedule of the   HTML     71K  
                Provision for Income Taxes (Details)                             
112: R94         PRE-TAX INCOME AND INCOME TAXES - Reconciliation    HTML     77K  
                of Income Taxes to the Provision for Income Taxes                
                (Details)                                                        
113: R95         PRE-TAX INCOME AND INCOME TAXES - Narrative         HTML     99K  
                (Details)                                                        
114: R96         PRE-TAX INCOME AND INCOME TAXES - Schedule of the   HTML     84K  
                Tax Effect of Temporary Differences and                          
                Carryforwards (Details)                                          
115: R97         PRE-TAX INCOME AND INCOME TAXES - Schedule of       HTML     57K  
                Change in Unrecognized Tax Benefits (Details)                    
116: R98         LEASES - Narrative (Details)                        HTML     53K  
117: R99         LEASES - Summary of Non-Cancellable Operating       HTML     60K  
                Lease Commitments (Details)                                      
118: R100        Contingencies (Details)                             HTML     95K  
119: R101        DERIVATIVE FINANCIAL INSTRUMENTS - Narrative        HTML     91K  
                (Details)                                                        
120: R102        DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of      HTML     49K  
                Derivative Assets and Liabilities Representing a                 
                Right to Reclaim Cash Collateral or Obligation to                
                Return Cash Collateral (Details)                                 
121: R103        DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of      HTML     59K  
                Derivative Assets and Liabilities Where Legal                    
                Right of Setoff Existed (Details)                                
122: R104        DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of      HTML     55K  
                Location and Amount of Gains (Losses) from                       
                Derivatives Not Designated as Hedging Instruments                
                (Details)                                                        
123: R105        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML    111K  
                Changes in Benefit Obligations and Plan Assets                   
                (Details)                                                        
124: R106        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     85K  
                Funded Status and Amounts Recognized (Details)                   
125: R107        PENSION AND POSTRETIREMENT BENEFITS - Narrative     HTML    122K  
                (Details)                                                        
126: R108        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     49K  
                Projected Benefit Obligation, Accumulated Benefit                
                Obligation, and Fair Value of Plan Assets                        
                (Details)                                                        
127: R109        PENSION AND POSTRETIREMENT BENEFITS - Components    HTML     77K  
                of Pension Benefit and Other Postretirement                      
                Benefit Costs (Details)                                          
128: R110        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     67K  
                Other Changes in Plan Assets and Benefit                         
                Obligations (Details)                                            
129: R111        PENSION AND POSTRETIREMENT BENEFITS - Weighted      HTML     53K  
                Average Actuarial Assumption Used to Determine Net               
                Expense (Details)                                                
130: R112        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     47K  
                Amounts in Accumulated Other Comprehensive Income                
                (Loss) (Details)                                                 
131: R113        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML    125K  
                Fair Value of Plan Assets, Summarized by Level                   
                (Details)                                                        
132: R114        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     76K  
                Pension Plan Weighted-Average Asset Allocations                  
                and Target Asset Allocations (Details)                           
133: R115        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     46K  
                Assumed Health Care Cost Trend Rates (Details)                   
134: R116        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     53K  
                the Effect of a One Percentage Point Change in                   
                Assumed Health Care Cost Rates (Details)                         
135: R117        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     60K  
                Estimated Future Gross Benefit Payments (Details)                
136: R118        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     56K  
                Contributions for Plans That Are Not Individually                
                Significant (Details)                                            
137: R119        FAIR VALUE MEASUREMENTS - Schedule of Financial     HTML     73K  
                Assets and Liabilities Measured at Fair Value                    
                (Details)                                                        
138: R120        FAIR VALUE MEASUREMENTS - Narrative (Details)       HTML     66K  
139: R121        BUSINESS SEGMENTS AND RELATED INFORMATION -         HTML    107K  
                Narrative (Details)                                              
140: R122        BUSINESS SEGMENTS AND RELATED INFORMATION -         HTML     89K  
                Schedule of Segment Operations (Details)                         
141: R123        BUSINESS SEGMENTS AND RELATED INFORMATION -         HTML     52K  
                Schedule of Net Sales by Product Type (Details)                  
142: R124        BUSINESS SEGMENTS AND RELATED INFORMATION -         HTML     63K  
                Schedule of Net Derivative Gains (Losses) from                   
                Economic Hedges (Details)                                        
143: R125        Quarterly Financial Data (Unaudited) (Details)      HTML     85K  
144: R126        Schedule II Valuation and Qualifying Accounts       HTML     53K  
                (Details)                                                        
146: XML         IDEA XML File -- Filing Summary                      XML    276K  
145: EXCEL       IDEA Workbook of Financial Reports                  XLSX    187K  
13: EX-101.INS  XBRL Instance -- cag-20170528                        XML   6.88M 
15: EX-101.CAL  XBRL Calculations -- cag-20170528_cal                XML    521K 
16: EX-101.DEF  XBRL Definitions -- cag-20170528_def                 XML   1.67M 
17: EX-101.LAB  XBRL Labels -- cag-20170528_lab                      XML   3.64M 
18: EX-101.PRE  XBRL Presentations -- cag-20170528_pre               XML   2.30M 
14: EX-101.SCH  XBRL Schema -- cag-20170528                          XSD    350K 
147: ZIP         XBRL Zipped Folder -- 0001628280-17-007184-xbrl      Zip    550K  


‘EX-31.2’   —   Certification — §302 – SOA’02


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, David S. Marberger, certify that:
1.
I have reviewed this annual report on Form 10-K for the year ended May 28, 2017 of Conagra Brands, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 

 
 
 
 
 
Executive Vice President and Chief Financial Officer
 




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:7/21/174,  S-3ASR
For Period end:5/28/17
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/13/23  Conagra Brands Inc.               10-K        5/28/23  120:16M                                    RDG Filings/FA
 7/21/22  Conagra Brands Inc.               10-K        5/29/22  121:17M                                    RDG Filings/FA
 7/23/21  Conagra Brands Inc.               10-K        5/30/21  146:30M                                    ActiveDisclosure/FA
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Filing Submission 0001628280-17-007184   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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