DESCRIPTION OF NOTES
You can find the definitions of certain terms used in this description under the subheadings Optional Redemption and Certain
CovenantsCertain Definitions Relating to Certain Covenants. In this Description of Notes, the terms we, us, Conagra, Conagra Brands, the Company or other similar
terms means Conagra Brands, Inc. and not any of its subsidiaries, unless we state otherwise or the context indicates otherwise.
The notes will be issued under an indenture, dated as of October 12, 2017, as previously supplemented and as supplemented by a
supplemental indenture to be entered in connection with this offering, referred to collectively as the indenture, between us and Wells Fargo Bank, National Association, as trustee, referred to as the Trustee. The terms of the
notes include those stated in the indenture and the notes, as well as those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The notes will constitute senior debt securities to be issued under the indenture.
This description of the notes supplements and, to the extent inconsistent therewith, replaces the section entitled Description of
Debt Securities included in the accompanying prospectus. Because this section is a summary, it does not describe every aspect of the indenture or the notes. This summary is subject to and qualified in its entirety by reference to all of the
provisions of the indenture, including definitions of certain terms used in the indenture, and the notes. You should read the indenture and the notes because they contain additional information and they, and not this description, define your rights
as a holder of the notes. A copy of the indenture has been filed with the SEC. Additionally, copies of the indenture and forms of notes are available without charge upon request to us at the address provided under Information We Incorporate by
Principal, Maturity and Interest
We will initially issue $ million aggregate principal amount of the
notes in this offering. We may, without the consent of the holders of the notes, create and issue additional senior debt securities ranking equally with the notes and otherwise similar in all respects (except for the date of issuance and, under
certain circumstances, the initial interest payment date, the date from which interest thereon will begin to accrue and the issue price) so that any outstanding notes and the additional senior debt securities form a single series under the
The notes will mature on ,
20 . The notes will accrue interest at a rate of % per year. Interest on each note will accrue from the last interest payment date on which interest was paid or duly provided
for, or, if no interest has been paid or duly provided for, from the date of its original issuance.
Interest on the notes will be payable
semi-annually on and , beginning on
, 2021 to the persons in whose names such notes are registered at the close of business on the preceding
or , as the case may be (whether or not a business day).
The amount of interest payable on the notes will be computed on the basis of a 360-day year of
twelve 30-day months. In the event that any day on which interest is payable on the notes is not a business day, then payment of the interest payable on such date will be made on the next succeeding day which
is a business day (and without any interest or other payment in respect of such delay), with the same force and effect as if made on such date.
The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any
securities exchange or to have the notes quoted on any automated quotation system.
When we use the term business day, we mean
any day except a Saturday, a Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law or regulation to close.