UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 2, 2006
Date of report (Date of earliest event reported)
ConAgra Foods, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7275 47-0248710
(Commission File Number) (IRS Employer Identification No.)
One ConAgra Drive
Omaha, NE 68102
(Address of Principal Executive Offices) (Zip Code)
(402) 595-4000
(Registrant's 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
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Item 2.05. Costs Associated with Exit or Disposal Activities
ConAgra Foods previously filed a Form 8-K dated February 2, 2006 on its
plan, authorized by its board of directors, providing for (a) the divestment of
most of its refrigerated meat businesses, including the Armour, Butterball and
Eckrich brands, and (b) changes designed to streamline its operating structure,
including moving its Grocery Foods headquarters from Irvine, California to
Naperville, Illinois and further centralizing its shared services. The company
is filing this amendment to the Form 8-K to provide its estimates of accounting
charges it will take in connection with the plan.
In connection with the changes designed to streamline its operating
structure, including moving its Grocery Foods headquarters from Irvine,
California to Naperville, Illinois, further centralizing its shared services,
and projects designed to reduce its manufacturing costs, the company expects to
take pre-tax accounting charges estimated to be approximately $183 million,
including approximately $75 million of non-cash charges. The company estimate of
the accounting charges is as follows:
Estimate
Type of Cost ($ millions)
------------ ------------
Severance and related $ 37
Accelerated depreciation 54
Restructuring plan implementation costs 66
Assets impairments 14
Inventory charges 3
Contract and lease termination 1
Other 8
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Total $ 183
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Projects identified to date are expected to be substantially completed by early
fiscal 2008.
Item 2.06. Material Impairments
In addition to the divestiture of most of its refrigerated meat businesses, the
company also announced plans to divest its domestic and imported cheese
businesses. In connection with those divestitures, the company also expects it
will record a pre-tax non-cash charge of approximately $170 million to adjust
the book value of the assets to be sold, including related goodwill. In
addition, in connection with the sale of its Cook's Ham, seafood and other
businesses, the company expects to record aggregate pre-tax gains in the range
of $100 million to $110 million over the next several quarters.
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: March 17, 2006 By: /s/ Frank S. Sklarsky
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Name: Frank S. Sklarsky
Title: Executive Vice President,
Chief Financial Officer