CONAGRA BRANDS INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Earnings (in millions, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May ​ ​ 2024 ​ 2023 ​ 2022 Net sales ​ $ 12,050.9 ​ $ 12,277.0 ​ $ 11,535.9 Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ ​ 8,717.5 ​ ​ 9,012.2 ​ ​ 8,697.1 Selling, general and administrative expenses ​ ​ 2,480.6 ​ ​ 2,189.5 ​ ​ 1,492.8 Pension and postretirement non-service income ​ ​ 10.3 ​ ​ 24.2 ​ ​ 67.3 Interest expense, net ​ ​ 430.5 ​ ​ 409.6 ​ ​ 379.9 Equity method investment earnings ​ ​ 177.6 ​ ​ 212.0 ​ ​ 145.3 Income before income taxes ​ $ 610.2 ​ $ 901.9 ​ $ 1,178.7 Income tax expense ​ ​ 262.5 ​ ​ 218.7 ​ ​ 290.5 Net income ​ $ 347.7 ​ $ 683.2 ​ $ 888.2 Less: Net income (loss) attributable to noncontrolling interests ​ ​ 0.5 ​ ​ ( 0.4 ) ​ ​ — Net income attributable to Conagra Brands, Inc. ​ $ 347.2 ​ $ 683.6 ​ $ 888.2 Earnings per share — basic ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Conagra Brands, Inc. common stockholders ​ $ 0.73 ​ $ 1.43 ​ $ 1.85 Earnings per share — diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Conagra Brands, Inc. common stockholders ​ $ 0.72 ​ $ 1.42 ​ $ 1.84 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ 38 Table of Contents Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ Tax ​ After ​ ​ ​ Tax ​ After ​ ​ ​ Tax ​ After ​ ​ Pre-Tax ​ (Expense) ​ -Tax ​ Pre-Tax ​ (Expense) ​ -Tax ​ Pre-Tax ​ (Expense) ​ -Tax ​ ​ Amount ​ Benefit ​ Amount ​ Amount ​ Benefit ​ Amount ​ Amount ​ Benefit ​ Amount Net income ​ $ 610.2 ​ $ ( 262.5 ) ​ $ 347.7 ​ $ 901.9 ​ $ ( 218.7 ) ​ $ 683.2 ​ $ 1,178.7 ​ $ ( 290.5 ) ​ $ 888.2 Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized derivative adjustments ​ ​ 8.3 ​ ​ ( 2.1 ) ​ ​ 6.2 ​ ​ 4.2 ​ ​ ( 1.1 ) ​ ​ 3.1 ​ ​ 8.5 ​ ​ ( 2.1 ) ​ ​ 6.4 Reclassification for derivative adjustments included in net income ​ ​ ( 8.2 ) ​ ​ 2.0 ​ ​ ( 6.2 ) ​ ​ ( 4.9 ) ​ ​ 1.2 ​ ​ ( 3.7 ) ​ ​ ( 1.3 ) ​ ​ 0.4 ​ ​ ( 0.9 ) Unrealized currency translation gains (losses) ​ ​ 9.6 ​ ​ — ​ ​ 9.6 ​ ​ ( 9.8 ) ​ ​ — ​ ​ ( 9.8 ) ​ ​ ( 23.5 ) ​ ​ — ​ ​ ( 23.5 ) Pension and postretirement benefit obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized pension and postretirement benefit obligations ​ ​ 1.7 ​ ​ ( 0.5 ) ​ ​ 1.2 ​ ​ ( 33.2 ) ​ ​ 8.3 ​ ​ ( 24.9 ) ​ ​ ( 3.1 ) ​ ​ 1.1 ​ ​ ( 2.0 ) Reclassification for pension and postretirement benefit obligations included in net income ​ ​ ( 3.7 ) ​ ​ 0.9 ​ ​ ( 2.8 ) ​ ​ ( 4.5 ) ​ ​ 1.3 ​ ​ ( 3.2 ) ​ ​ ( 3.5 ) ​ ​ 1.0 ​ ​ ( 2.5 ) Comprehensive income ​ ​ 617.9 ​ ​ ( 262.2 ) ​ ​ 355.7 ​ ​ 853.7 ​ ​ ( 209.0 ) ​ ​ 644.7 ​ ​ 1,155.8 ​ ​ ( 290.1 ) ​ ​ 865.7 Comprehensive loss attributable to noncontrolling interests ​ ​ ( 0.2 ) ​ ​ ( 0.2 ) ​ ​ ( 0.4 ) ​ ​ ( 5.3 ) ​ ​ ( 0.4 ) ​ ​ ( 5.7 ) ​ ​ ( 5.5 ) ​ ​ — ​ ​ ( 5.5 ) Comprehensive income attributable to Conagra Brands, Inc. ​ $ 618.1 ​ $ ( 262.0 ) ​ $ 356.1 ​ $ 859.0 ​ $ ( 208.6 ) ​ $ 650.4 ​ $ 1,161.3 ​ $ ( 290.1 ) ​ $ 871.2 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ 39 Table of Contents Conagra Brands, Inc. and Subsidiaries Consolidated Balance Sheets (in millions, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 ​ May 28, 2023 ASSETS ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 77.7 ​ $ 93.3 Receivables, less allowance for doubtful accounts of $ 3.0 and $ 2.7 ​ ​ 871.8 ​ ​ 952.8 Inventories ​ ​ 2,083.0 ​ ​ 2,212.2 Prepaid expenses and other current assets ​ ​ 85.0 ​ ​ 92.4 Current assets held for sale ​ ​ 32.0 ​ ​ 34.3 Total current assets ​ ​ 3,149.5 ​ ​ 3,385.0 Property, plant and equipment ​ ​ ​ ​ ​ ​ Land and land improvements ​ ​ 169.0 ​ ​ 164.4 Buildings, machinery and equipment ​ ​ 5,469.2 ​ ​ 4,974.9 Furniture, fixtures, office equipment and other ​ ​ 686.9 ​ ​ 681.1 Construction in progress ​ ​ 249.4 ​ ​ 314.4 ​ ​ ​ 6,574.5 ​ ​ 6,134.8 Less accumulated depreciation ​ ​ ( 3,677.6 ) ​ ​ ( 3,398.4 ) Property, plant and equipment, net ​ ​ 2,896.9 ​ ​ 2,736.4 Goodwill ​ ​ 10,582.7 ​ ​ 11,109.4 Brands, trademarks and other intangibles, net ​ ​ 2,708.4 ​ ​ 3,192.3 Other assets ​ ​ 1,435.6 ​ ​ 1,506.2 Noncurrent assets held for sale ​ ​ 89.2 ​ ​ 123.3 ​ ​ $ 20,862.3 ​ $ 22,052.6 LIABILITIES AND STOCKHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Notes payable ​ $ 928.4 ​ $ 636.3 Current installments of long-term debt ​ ​ 20.3 ​ ​ 1,516.0 Accounts and other payables ​ ​ 1,493.7 ​ ​ 1,525.5 Accrued payroll ​ ​ 193.3 ​ ​ 163.5 Other accrued liabilities ​ ​ 591.3 ​ ​ 583.3 Current liabilities held for sale ​ ​ 14.8 ​ ​ 16.1 Total current liabilities ​ ​ 3,241.8 ​ ​ 4,440.7 Senior long-term debt, excluding current installments ​ ​ 7,492.6 ​ ​ 7,081.3 Other noncurrent liabilities ​ ​ 1,614.7 ​ ​ 1,718.0 Noncurrent liabilities held for sale ​ ​ 1.9 ​ ​ 5.3 Total liabilities ​ ​ 12,351.0 ​ ​ 13,245.3 Commitments and contingencies (Note 16) ​ ​ ​ ​ ​ ​ Common stockholders' equity ​ ​ ​ ​ ​ ​ Common stock of $ 5 par value, authorized 1,200,000,000 shares; issued 584,219,229 ​ ​ 2,921.2 ​ ​ 2,921.2 Additional paid-in capital ​ ​ 2,363.2 ​ ​ 2,376.9 Retained earnings ​ ​ 6,276.3 ​ ​ 6,599.4 Accumulated other comprehensive loss ​ ​ ( 35.5 ) ​ ​ ( 44.4 ) Less treasury stock, at cost, 106,050,133 and 107,196,446 common shares ​ ​ ( 3,084.8 ) ​ ​ ( 3,116.3 ) Total Conagra Brands, Inc. common stockholders' equity ​ ​ 8,440.4 ​ ​ 8,736.8 Noncontrolling interests ​ ​ 70.9 ​ ​ 70.5 Total stockholders' equity ​ ​ 8,511.3 ​ ​ 8,807.3 ​ ​ $ 20,862.3 ​ $ 22,052.6 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ 40 Table of Contents Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Common Stockholders’ Equity (in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conagra Brands, Inc. Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Common ​ Paid-in ​ Retained ​ Comprehensive ​ Treasury ​ Noncontrolling ​ Total ​ ​ Shares ​ Stock ​ Capital ​ Earnings ​ Income (loss) ​ Stock ​ Interests ​ Equity Balance at May 30, 2021 ​ 584.2 ​ $ 2,921.2 ​ $ 2,342.1 ​ $ 6,262.6 ​ $ 5.8 ​ $ ( 2,979.9 ) ​ $ 79.6 ​ $ 8,631.4 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ ( 17.5 ) ​ ​ ( 0.3 ) ​ ​ ​ ​ ​ 32.3 ​ ​ 0.4 ​ ​ 14.9 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 18.0 ) ​ ​ ​ ​ ​ ( 5.5 ) ​ ​ ( 23.5 ) Repurchase of common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 50.0 ) ​ ​ ​ ​ ​ ( 50.0 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5.5 ​ ​ ​ ​ ​ ​ ​ ​ 5.5 Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 4.5 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 4.5 ) Dividends declared on common stock; $ 1.25 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 599.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 599.8 ) Net income attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 888.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 888.2 Balance at May 29, 2022 ​ 584.2 ​ ​ 2,921.2 ​ ​ 2,324.6 ​ ​ 6,550.7 ​ ​ ( 11.2 ) ​ ​ ( 2,997.6 ) ​ ​ 74.5 ​ ​ 8,862.2 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ 52.3 ​ ​ ( 3.7 ) ​ ​ ​ ​ ​ 31.3 ​ ​ 2.1 ​ ​ 82.0 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 4.6 ) ​ ​ ​ ​ ​ ( 5.2 ) ​ ​ ( 9.8 ) Repurchase of common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 150.0 ) ​ ​ ​ ​ ​ ( 150.0 ) Derivative adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 0.6 ) Activities of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.8 ) ​ ​ ( 0.8 ) Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 28.0 ) ​ ​ ​ ​ ​ ( 0.1 ) ​ ​ ( 28.1 ) Dividends declared on common stock; $ 1.32 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 631.2 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 631.2 ) Net income attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 683.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 683.6 Balance at May 28, 2023 ​ 584.2 ​ ​ 2,921.2 ​ ​ 2,376.9 ​ ​ 6,599.4 ​ ​ ( 44.4 ) ​ ​ ( 3,116.3 ) ​ ​ 70.5 ​ ​ 8,807.3 Stock option and incentive plans ​ ​ ​ ​ ​ ​ ​ ( 13.7 ) ​ ​ ( 1.1 ) ​ ​ ​ ​ ​ 31.5 ​ ​ 1.2 ​ ​ 17.9 Currency translation adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ ​ ​ ​ ​ ( 0.9 ) ​ ​ 9.6 Activities of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.1 ​ ​ 0.1 Pension and postretirement healthcare benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 1.6 ) Dividends declared on common stock; $ 1.40 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 669.2 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 669.2 ) Net income attributable to Conagra Brands, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 347.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 347.2 Balance at May 26, 2024 ​ 584.2 ​ $ 2,921.2 ​ $ 2,363.2 ​ $ 6,276.3 ​ $ ( 35.5 ) ​ $ ( 3,084.8 ) ​ $ 70.9 ​ $ 8,511.3 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ 41 Table of Contents Conagra Brands, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Years Ended May ​ ​ 2024 ​ 2023 ​ 2022 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 347.7 ​ $ 683.2 ​ $ 888.2 Adjustments to reconcile income to net cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 400.9 ​ ​ 369.9 ​ ​ 375.4 Asset impairment charges ​ ​ 1,035.5 ​ ​ 771.1 ​ ​ 284.8 Equity method investment earnings less than (in excess of) distributions ​ ​ 74.0 ​ ​ ( 73.6 ) ​ ​ ( 66.3 ) Stock-settled share-based payments expense ​ ​ 30.8 ​ ​ 79.2 ​ ​ 26.1 Contributions to pension plans ​ ​ ( 12.2 ) ​ ​ ( 12.5 ) ​ ​ ( 11.5 ) Pension benefit ​ ​ ( 0.6 ) ​ ​ ( 13.9 ) ​ ​ ( 54.4 ) Other items ​ ​ 8.8 ​ ​ 8.4 ​ ​ ( 46.2 ) Change in operating assets and liabilities excluding effects of business acquisitions and dispositions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Receivables ​ ​ 70.1 ​ ​ ( 102.1 ) ​ ​ ( 69.5 ) Inventories ​ ​ 131.9 ​ ​ ( 265.3 ) ​ ​ ( 232.8 ) Deferred income taxes and income taxes payable, net ​ ​ ( 81.1 ) ​ ​ ( 188.5 ) ​ ​ ( 8.7 ) Prepaid expenses and other current assets ​ ​ ( 2.2 ) ​ ​ 23.5 ​ ​ ( 10.1 ) Accounts and other payables ​ ​ ( 22.7 ) ​ ​ ( 248.9 ) ​ ​ 223.6 Accrued payroll ​ ​ 29.7 ​ ​ 12.5 ​ ​ ( 23.5 ) Other accrued liabilities ​ ​ ( 20.0 ) ​ ​ ( 7.3 ) ​ ​ ( 48.3 ) Litigation accruals ​ ​ 25.0 ​ ​ ( 14.8 ) ​ ​ ( 24.0 ) Deferred employer payroll taxes ​ ​ — ​ ​ ( 25.5 ) ​ ​ ( 25.5 ) Net cash flows from operating activities ​ ​ 2,015.6 ​ ​ 995.4 ​ ​ 1,177.3 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions to property, plant and equipment ​ ​ ( 388.1 ) ​ ​ ( 362.2 ) ​ ​ ( 464.4 ) Sale of property, plant and equipment ​ ​ 0.8 ​ ​ 3.2 ​ ​ 20.2 Proceeds from divestitures, net of cash divested ​ ​ — ​ ​ — ​ ​ 0.1 Purchase of marketable securities ​ ​ ( 10.3 ) ​ ​ ( 5.2 ) ​ ​ ( 4.5 ) Sales of marketable securities ​ ​ 10.3 ​ ​ 5.2 ​ ​ 10.4 Proceeds from insurance recoveries ​ ​ 11.9 ​ ​ — ​ ​ — Other items ​ ​ 0.4 ​ ​ 4.1 ​ ​ 3.3 Net cash flows from investing activities ​ ​ ( 375.0 ) ​ ​ ( 354.9 ) ​ ​ ( 434.9 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of short-term borrowings, maturities greater than 90 days ​ ​ 466.6 ​ ​ 286.8 ​ ​ 392.6 Repayment of short-term borrowings, maturities greater than 90 days ​ ​ ( 185.9 ) ​ ​ ( 330.0 ) ​ ​ ( 392.6 ) Net issuance (repayment) of other short-term borrowings, maturities less than or equal to 90 days ​ ​ 9.9 ​ ​ 394.6 ​ ​ ( 523.1 ) Issuance of long-term debt ​ ​ 500.0 ​ ​ 500.0 ​ ​ 499.1 Repayment of long-term debt ​ ​ ( 1,772.6 ) ​ ​ ( 712.4 ) ​ ​ ( 48.5 ) Debt issuance costs ​ ​ ( 3.3 ) ​ ​ ( 4.1 ) ​ ​ ( 2.5 ) Payment of intangible asset financing arrangement ​ ​ — ​ ​ — ​ ​ ( 12.6 ) Repurchase of Conagra Brands, Inc. common shares ​ ​ — ​ ​ ( 150.0 ) ​ ​ ( 50.0 ) Cash dividends paid ​ ​ ( 659.3 ) ​ ​ ( 623.8 ) ​ ​ ( 581.8 ) Exercise of stock options and issuance of other stock awards, including tax withholdings ​ ​ ( 13.8 ) ​ ​ 2.3 ​ ​ ( 11.3 ) Other items ​ ​ 1.7 ​ ​ 5.0 ​ ​ ( 7.3 ) Net cash flows from financing activities ​ ​ ( 1,656.7 ) ​ ​ ( 631.6 ) ​ ​ ( 738.0 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ​ 1.2 ​ ​ 1.7 ​ ​ ( 1.3 ) Net change in cash and cash equivalents and restricted cash, including cash balances classified as assets held for sale ​ ​ ( 14.9 ) ​ ​ 10.6 ​ ​ 3.1 Less: Net change in cash balances classified as assets held for sale ​ ​ 0.7 ​ ​ ( 0.5 ) ​ ​ — Net change in cash and cash equivalents and restricted cash ​ ​ ( 15.6 ) ​ ​ 11.1 ​ ​ 3.1 Cash and cash equivalents and restricted cash at beginning of year ​ ​ 93.3 ​ ​ 82.2 ​ ​ 79.1 Cash and cash equivalents and restricted cash at end of year ​ $ 77.7 ​ $ 93.3 ​ $ 82.2 ​ The accompanying Notes are an integral part of the consolidated financial statements. ​ ​ 42 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fiscal Year — The fiscal year of Conagra Brands, Inc. (“Conagra Brands”, “Company”, “we”, “us”, or “our”) ends the last Sunday in May. The fiscal years for the consolidated financial statements presented consist of a 52-week period for fiscal 2024, 2023, and 2022. Basis of Consolidation — The consolidated financial statements include the accounts of Conagra Brands, Inc. and all majority-owned subsidiaries. All significant intercompany investments, accounts, and transactions have been eliminated. Investments in Unconsolidated Affiliates — The investments in, and the operating results of, 50%-or-less-owned entities not required to be consolidated are included in the consolidated financial statements on the basis of the equity method of accounting. We review our investments in unconsolidated affiliates for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. Evidence of a loss in value that is other than temporary includes, but is not limited to, the absence of an ability to recover the carrying amount of the investment, the inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment, or, where applicable, estimated sales proceeds which are insufficient to recover the carrying amount of the investment. Management’s assessment as to whether any decline in value is other than temporary is based on our ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. Management generally considers our investments in equity method investees to be strategic long-term investments. Therefore, management completes its assessments with a long-term viewpoint. If the fair value of the investment is determined to be less than the carrying value and the decline in value is considered to be other than temporary, an appropriate write-down is recorded based on the excess of the carrying value over the best estimate of fair value of the investment. Cash and Cash Equivalents — Cash and all highly liquid investments with an original maturity of three months or less at the date of acquisition, including short-term time deposits and government agency and corporate obligations, are classified as cash and cash equivalents. Receivables — Receivables from customers generally do not bear interest. Terms and collection vary by location and channel. The allowance for doubtful accounts represents our estimate of probable non-payments and credit losses in our existing receivables, as determined based on a review of past due balances and other specific account data. Account balances are written off against the allowance when we deem them uncollectible. The following table details the balances of our allowance for doubtful accounts and changes therein: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ Additions Charged ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning of ​ ​ to Costs and ​ ​ ​ ​ Deductions from ​ Balance at Close ​ ​ Period ​ ​ Expenses ​ ​ Other 1 ​ Reserves 2 ​ of Period Year ended May 26, 2024 ​ $ 2.7 ​ ​ 0.6 ​ ​ 0.2 ​ 0.5 ​ $ 3.0 Year ended May 28, 2023 3 ​ $ 2.8 ​ ​ 0.1 ​ ​ ( 0.1 ) ​ 0.1 ​ $ 2.7 Year ended May 29, 2022 3 ​ $ 2.0 ​ ​ 1.4 ​ ​ — ​ 0.6 ​ $ 2.8 1 Primarily relates to translation. 2 Bad debts charged off and adjustments to previous reserves, less recoveries. 3 Prior year amounts have been adjusted to remove the activity of a business held for sale. Inventories — We use the lower of cost (determined using the first-in, first-out method) or net realizable value for valuing inventories. 43 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Property, Plant and Equipment — Property, plant and equipment are carried at cost. Depreciation has been calculated using the straight-line method over the estimated useful lives of the respective classes of assets as follows: ​ ​ ​ ​ ​ ​ ​ Years Land improvements ​ ​ 1 - 40 Buildings ​ ​ 15 - 40 Machinery and equipment ​ ​ 3 - 20 Furniture, fixtures, office equipment and other ​ ​ 5 - 15 ​ We review property, plant and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Recoverability of an asset considered “held-and-used” is determined by comparing the carrying amount of the asset to the undiscounted net cash flows expected to be generated from the use of the asset. If the carrying amount is greater than the undiscounted net cash flows expected to be generated by the asset, the asset’s carrying amount is reduced to its estimated fair value. An asset considered “held-for-sale” is reported at the lower of the asset’s carrying amount or fair value. During fiscal 2024, 2023, and 2022, our capital expenditures totaled $ 388.1 million, $ 362.2 million, and $ 464.4 million, respectively. Accrued and unpaid capital expenditures as of May 26, 2024, May 28, 2023, May 29, 2022, and May 30, 2021 totaled $ 119.3 million, $ 128.3 million, $ 108.8 million, and $ 123.7 million, respectively. Goodwill and Other Identifiable Intangible Assets — Goodwill and other identifiable intangible assets with indefinite lives (e.g., brands or trademarks) are not amortized and are tested annually for impairment of value and whenever events or changes in circumstances indicate the carrying amount of the asset may be impaired. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, adverse changes in the markets in which an entity operates, increases in input costs that have negative effects on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill and other intangible assets. In testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform a quantitative impairment test, otherwise no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. Under the goodwill qualitative assessment, various events and circumstances that would affect the estimated fair value of a reporting unit are identified (similar to impairment indicators above). Furthermore, management considers the results of the most recent quantitative impairment test completed for a reporting unit and compares the weighted average cost of capital between the current and prior years for each reporting unit. Under the goodwill quantitative impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill. We estimate the fair value using level 3 inputs as defined by the fair value hierarchy. Refer to Note 19 for the definition of the levels in the fair value hierarchy. The inputs used to calculate the fair value include a number of subjective factors, such as estimates of future cash flows, estimates of our future cost structure, discount rates for our estimated cash flows, required level of working capital, assumed terminal value, and time horizon of cash flow forecasts. In certain circumstances, we also utilize a guideline public company method which is based on market multiples and our estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) that considers public companies that are comparable to our reporting units. In assessing indefinite-lived intangible assets not subject to amortization for impairment, we have the option to perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of such an intangible asset is less than its carrying amount. If we determine that it is not more likely than not that the fair value of such an intangible asset is less than its carrying amount, then we are not required to perform any additional tests for assessing intangible assets for impairment. However, if we conclude otherwise or elect not to perform the qualitative assessment, then we are required to perform a quantitative impairment test that involves a comparison of the estimated fair value of the intangible asset 44 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. In fiscal 2024, 2023, and 2022 we elected to perform a quantitative impairment test for indefinite-lived intangible assets not subject to amortization. The estimates of fair value of intangible assets not subject to amortization are determined using a “relief from royalty” methodology, which is used in estimating the fair value of our brands/trademarks. Discount rate assumptions are based on an assessment of the risk inherent in the projected future cash flows generated by the respective intangible assets. Also subject to judgment are assumptions about royalty rates. Identifiable intangible assets with definite lives (e.g., licensing arrangements with contractual lives or customer relationships) are amortized over their estimated useful lives and tested for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may be impaired. Identifiable intangible assets with definite lives are evaluated for impairment using a process similar to that used in evaluating elements of property, plant and equipment. If impaired, the asset is written down to its fair value. Refer to Note 8 for discussion of the impairment charges related to goodwill and intangible assets in fiscal 2024, 2023, and 2022. Fair Values of Financial Instruments — Unless otherwise specified, we believe the carrying value of financial instruments approximates their fair value. Environmental Liabilities — Environmental liabilities are accrued when it is probable that obligations have been incurred and the associated amounts can be reasonably estimated. We use third-party specialists to assist management in appropriately measuring the obligations associated with environmental liabilities. Such liabilities are adjusted as new information develops or circumstances change. We do not discount our environmental liabilities as the timing of the anticipated cash payments is not fixed or readily determinable. Management’s estimate of our potential liability is independent of any potential recovery of insurance proceeds or indemnification arrangements. We do not reduce our environmental liabilities for potential insurance recoveries. Employment-Related Benefits — Employment-related benefits associated with pensions, postretirement health care benefits, and workers’ compensation are expensed as such obligations are incurred. The recognition of expense is impacted by estimates made by management, such as discount rates used to value these liabilities, future health care costs, and employee accidents incurred but not yet reported. We use third-party specialists to assist management in appropriately measuring the obligations associated with employment-related benefits. We recognize changes in the fair value of pension plan assets and net actuarial gains or losses in excess of 10% of the greater of the market-related value of plan assets or the plan’s projected benefit obligation (the “corridor”) in current period expense annually as of our measurement date, which is our fiscal year-end, or when measurement is required otherwise under accounting principles generally accepted in the United States of America (“U.S. GAAP”). Revenue Recognition — Our revenues primarily consist of the sale of food products that are sold to retailers and foodservice customers through direct sales forces, broker, and distributor arrangements. These revenue contracts generally have single performance obligations. Revenue, which includes shipping and handling charges billed to the customer, is reported net of variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, consumer coupon redemption, unsaleable product, and other costs. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis and, therefore, we do not have any significant financing components. We recognize revenue when (or as) performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon delivery of the goods to the customer. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. We assess the goods and services promised in our customers’ purchase orders and identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. 45 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) We offer various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. Our promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, and loyalty programs. The costs of these activities are recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual redemptions are recognized as a change in management estimate in a subsequent period. Advertising Costs — Advertising costs are expensed as incurred. Advertising and promotion expenses totaled $ 289.6 million, $ 290.1 million, and $ 244.6 million in fiscal 2024, 2023, and 2022, respectively, and are included in selling, general and administrative (“SG&A”) expenses. Research and Development — We incurred expenses of $ 61.4 million, $ 57.7 million, and $ 53.4 million for research and development activities in fiscal 2024, 2023, and 2022, respectively. Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, and changes in prior service cost and net actuarial gains (losses) from pension (for amounts not in excess of the 10% “corridor”) and postretirement health care plans. On foreign investments we deem to be essentially permanent in nature, we do not provide for taxes on currency translation adjustments arising from converting an investment denominated in a foreign currency to U.S. dollars. A deferred tax liability is recorded on currency translation adjustments related to undistributed foreign earnings that are not deemed to be permanently reinvested. The following table details the accumulated balances for each component of other comprehensive loss, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 Currency translation losses, net of reclassification adjustments ​ $ ( 89.2 ) ​ $ ( 99.7 ) ​ $ ( 95.1 ) Derivative adjustments, net of reclassification adjustments ​ ​ 29.2 ​ ​ 29.2 ​ ​ 29.8 Pension and postretirement benefit obligations, net of reclassification adjustments ​ ​ 24.5 ​ ​ 26.1 ​ ​ 54.1 Accumulated other comprehensive loss ​ $ ( 35.5 ) ​ $ ( 44.4 ) ​ $ ( 11.2 ) ​ The following table summarizes the reclassifications from accumulated other comprehensive income (loss) into income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Affected Line Item in the Consolidated Statement ​ ​ 2024 ​ 2023 ​ 2022 ​ of Earnings 1 Net derivative adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flow hedges ​ $ ( 3.5 ) ​ $ ( 3.3 ) ​ $ ( 3.1 ) ​ Interest expense, net Cash flow hedges ​ ​ ( 4.7 ) ​ ​ ( 1.6 ) ​ ​ 1.8 ​ Equity method investment earnings ​ ​ ​ ( 8.2 ) ​ ​ ( 4.9 ) ​ ​ ( 1.3 ) ​ Total before tax ​ ​ ​ 2.0 ​ ​ 1.2 ​ ​ 0.4 ​ Income tax expense ​ ​ $ ( 6.2 ) ​ $ ( 3.7 ) ​ $ ( 0.9 ) ​ Net of tax Amortization of pension and postretirement benefit obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net prior service cost (benefit) ​ $ ( 0.1 ) ​ $ ( 0.1 ) ​ $ 0.1 ​ Pension and postretirement non-service income Net actuarial gain ​ ​ ( 4.7 ) ​ ​ ( 4.4 ) ​ ​ ( 3.6 ) ​ Pension and postretirement non-service income Pension settlement ​ ​ 1.1 ​ ​ — ​ ​ — ​ Pension and postretirement non-service income ​ ​ ​ ( 3.7 ) ​ ​ ( 4.5 ) ​ ​ ( 3.5 ) ​ Total before tax ​ ​ ​ 0.9 ​ ​ 1.3 ​ ​ 1.0 ​ Income tax expense ​ ​ $ ( 2.8 ) ​ $ ( 3.2 ) ​ $ ( 2.5 ) ​ Net of tax ​ 1 Amounts in parentheses indicate income recognized in the Consolidated Statements of Earnings. 46 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Foreign Currency Transaction Gains and Losses — We recognized net foreign currency transaction gains of $ 1.3 million in fiscal 2024, and net foreign currency transaction losses of $ 2.8 million and $ 2.5 million in fiscal 2023 and 2022, respectively, in SG&A expenses. Business Combinations — We use the acquisition method in accounting for acquired businesses. Under the acquisition method, our financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Reclassifications and other changes — Certain prior year amounts have been reclassified to conform with current year presentation. Use of Estimates — Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the consolidated financial statements. Actual results could differ from these estimates . 2. RESTRUCTURING ACTIVITIES Conagra Restructuring Plan In fiscal 2019, senior management initiated a restructuring plan for costs incurred in connection with actions taken to improve SG&A expense effectiveness and efficiencies and to optimize our supply chain network (the “Conagra Restructuring Plan”). Although we remain unable to make good faith estimates relating to the entire Conagra Restructuring Plan, we are reporting on actions initiated through the end of fiscal 2024, including the estimated amounts or range of amounts for each major type of costs expected to be incurred, and the charges that have resulted or will result in cash outflows. As of May 26, 2024, we have approved and expect to incur $ 286.6 million of charges ($ 82.6 million of cash charges and $ 204.0 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. We recognized charges of $ 66.6 million, $ 10.7 million, and $ 29.4 million in connection with the Conagra Restructuring Plan in fiscal 2024, 2023, and 2022, respectively. We expect to incur costs related to the Conagra Restructuring Plan over a multi-year period. We anticipate that we will recognize the following pre-tax expenses in association with the Conagra Restructuring Plan (amounts include charges recognized from plan inception through the end of fiscal 2024): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & ​ Refrigerated ​ ​ ​ ​ ​ ​ ​ ​ ​ Snacks & Frozen International Foodservice Corporate Total Accelerated depreciation ​ $ 49.3 ​ $ 58.8 ​ $ — ​ $ — ​ $ — ​ $ 108.1 Other cost of goods sold ​ ​ 14.2 ​ ​ 5.5 ​ ​ 2.4 ​ ​ — ​ ​ — ​ ​ 22.1 Total cost of goods sold ​ ​ 63.5 ​ ​ 64.3 ​ ​ 2.4 ​ ​ — ​ ​ — ​ ​ 130.2 Severance and related costs ​ ​ 13.5 ​ ​ 3.9 ​ ​ 6.1 ​ ​ 0.3 ​ ​ 9.4 ​ ​ 33.2 Asset impairment (net of gains on disposal) ​ ​ 48.6 ​ ​ 18.6 ​ ​ 14.7 ​ ​ — ​ ​ — ​ ​ 81.9 Contract/lease termination ​ ​ ( 1.0 ) ​ ​ 0.9 ​ ​ — ​ ​ — ​ ​ 0.1 ​ ​ — Consulting/professional fees ​ ​ 0.6 ​ ​ 0.6 ​ ​ — ​ ​ — ​ ​ 5.5 ​ ​ 6.7 Other selling, general and administrative expenses ​ ​ 20.2 ​ ​ 10.1 ​ ​ 1.9 ​ ​ — ​ ​ 1.8 ​ ​ 34.0 Total selling, general and administrative expenses ​ ​ 81.9 ​ ​ 34.1 ​ ​ 22.7 ​ ​ 0.3 ​ ​ 16.8 ​ ​ 155.8 Total ​ $ 145.4 ​ $ 98.4 ​ $ 25.1 ​ $ 0.3 ​ $ 16.8 ​ $ 286.0 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.6 Consolidated total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 286.6 ​ 47 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) During fiscal 2024, we recognized the following pre-tax expenses for the Conagra Restructuring Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & ​ Refrigerated ​ ​ ​ ​ ​ ​ ​ ​ Snacks & Frozen International Corporate Total Accelerated depreciation ​ $ 7.7 ​ $ 7.4 ​ $ — ​ $ — ​ $ 15.1 Other cost of goods sold ​ ​ 0.5 ​ ​ 1.4 ​ ​ 2.1 ​ ​ — ​ ​ 4.0 Total cost of goods sold ​ ​ 8.2 ​ ​ 8.8 ​ ​ 2.1 ​ ​ — ​ ​ 19.1 Severance and related costs ​ ​ 0.4 ​ ​ 2.4 ​ ​ 4.5 ​ ​ 3.1 ​ ​ 10.4 Asset impairment (net of gains on disposal) ​ ​ 0.6 ​ ​ 17.7 ​ ​ 14.1 ​ ​ — ​ ​ 32.4 Contract/lease termination ​ ​ — ​ ​ 0.8 ​ ​ — ​ ​ — ​ ​ 0.8 Consulting/professional fees ​ ​ 0.2 ​ ​ 0.2 ​ ​ — ​ ​ ( 0.1 ) ​ ​ 0.3 Other selling, general and administrative expenses ​ ​ 0.9 ​ ​ 2.2 ​ ​ 0.1 ​ ​ 0.4 ​ ​ 3.6 Total selling, general and administrative expenses ​ ​ 2.1 ​ ​ 23.3 ​ ​ 18.7 ​ ​ 3.4 ​ ​ 47.5 Total ​ $ 10.3 ​ $ 32.1 ​ $ 20.8 ​ $ 3.4 ​ $ 66.6 ​ Included in the above results are $ 15.6 million of charges that have resulted or will result in cash outflows and $ 51.0 million in non-cash charges. We recognized the following cumulative (plan inception to May 26, 2024) pre-tax expenses for the Conagra Restructuring Plan in our Consolidated Statements of Earnings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & ​ Refrigerated ​ ​ ​ ​ ​ ​ ​ ​ ​ Snacks & Frozen International Foodservice Corporate Total Accelerated depreciation ​ $ 40.9 ​ $ 47.7 ​ $ — ​ $ — ​ $ — ​ $ 88.6 Other cost of goods sold ​ ​ 9.2 ​ ​ 4.2 ​ ​ 2.1 ​ ​ — ​ ​ — ​ ​ 15.5 Total cost of goods sold ​ ​ 50.1 ​ ​ 51.9 ​ ​ 2.1 ​ ​ — ​ ​ — ​ ​ 104.1 Severance and related costs ​ ​ 11.8 ​ ​ 3.6 ​ ​ 5.8 ​ ​ 0.3 ​ ​ 9.4 ​ ​ 30.9 Asset impairment (net of gains on disposal) ​ ​ 22.5 ​ ​ 18.6 ​ ​ 14.2 ​ ​ — ​ ​ — ​ ​ 55.3 Contract/lease termination ​ ​ 0.5 ​ ​ 0.9 ​ ​ — ​ ​ — ​ ​ 0.1 ​ ​ 1.5 Consulting/professional fees ​ ​ 0.5 ​ ​ 0.6 ​ ​ — ​ ​ — ​ ​ 5.1 ​ ​ 6.2 Other selling, general and administrative expenses ​ ​ 13.8 ​ ​ 6.1 ​ ​ 0.1 ​ ​ — ​ ​ 0.9 ​ ​ 20.9 Total selling, general and administrative expenses ​ ​ 49.1 ​ ​ 29.8 ​ ​ 20.1 ​ ​ 0.3 ​ ​ 15.5 ​ ​ 114.8 Total ​ $ 99.2 ​ $ 81.7 ​ $ 22.2 ​ $ 0.3 ​ $ 15.5 ​ $ 218.9 Pension and postretirement non-service income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.6 Consolidated total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 219.5 ​ Included in the above results are $ 65.4 million of charges that have resulted or will result in cash outflows and $ 154.1 million in non-cash charges. Liabilities recorded for the Conagra Restructuring Plan and changes therein for fiscal 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ Incurred ​ Costs Paid ​ ​ ​ ​ Balance at ​ ​ May 28, ​ and Charged ​ or Otherwise ​ Changes in ​ May 26, ​ ​ 2023 ​ to Expense ​ Settled ​ Estimates ​ 2024 Severance and related costs ​ $ 1.7 ​ $ 10.3 ​ $ ( 2.3 ) ​ $ 0.1 ​ $ 9.8 Contract/lease termination ​ ​ — ​ ​ 0.8 ​ ​ ( 0.8 ) ​ ​ — ​ ​ — Consulting/professional fees ​ ​ 0.2 ​ ​ 0.3 ​ ​ ( 0.5 ) ​ ​ — ​ ​ — Other costs ​ ​ — ​ ​ 4.1 ​ ​ ( 3.5 ) ​ ​ — ​ ​ 0.6 Total ​ $ 1.9 ​ $ 15.5 ​ $ ( 7.1 ) ​ $ 0.1 ​ $ 10.4 ​ 48 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Pinnacle Integration Restructuring Plan As of the end of the first quarter of fiscal 2023, we had completed our restructuring and integration plan related to our acquisition of Pinnacle Foods, Inc. (“Pinnacle”) in 2018 for the purpose of achieving significant cost synergies (the “Pinnacle Integration Restructuring Plan”). We recognized charges of $ 2.4 million and $ 19.6 million in connection with the Pinnacle Integration Restructuring Plan in fiscal 2023 and 2022, respectively. 3. LONG-TERM DEBT ​ ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 May 28, 2023 5.4 % senior debt due November 2048 ​ $ 1,000.0 ​ $ 1,000.0 4.65 % senior debt due January 2043 ​ ​ 176.7 ​ ​ 176.7 6.625 % senior debt due August 2039 ​ ​ 91.4 ​ ​ 91.4 5.3 % senior debt due November 2038 ​ ​ 1,000.0 ​ ​ 1,000.0 8.25 % senior debt due September 2030 ​ ​ 300.0 ​ ​ 300.0 4.85 % senior debt due November 2028 ​ ​ 1,300.0 ​ ​ 1,300.0 7.0 % senior debt due October 2028 ​ ​ 382.2 ​ ​ 382.2 1.375 % senior debt due November 2027 ​ ​ 1,000.0 ​ ​ 1,000.0 6.7 % senior debt due August 2027 ​ ​ 9.2 ​ ​ 9.2 7.125 % senior debt due October 2026 ​ ​ 262.5 ​ ​ 262.5 5.3 % senior debt due October 2026 ​ ​ 500.0 ​ ​ — 4.6 % senior debt due November 2025 ​ ​ 1,000.0 ​ ​ 1,000.0 SOFR plus 1.35 % term loan due August 2025 ​ ​ 250.0 ​ ​ 500.0 4.3 % senior debt due May 2024 ​ ​ — ​ ​ 1,000.0 0.5 % senior debt due August 2023 ​ ​ — ​ ​ 500.0 0.79 % to 9.59 % lease financing obligations due on various dates through 2043 ​ ​ 273.7 ​ ​ 112.6 Other indebtedness ​ ​ — ​ ​ 0.1 Total face value of debt ​ ​ 7,545.7 ​ ​ 8,634.7 Unamortized fair value adjustment ​ ​ 17.7 ​ ​ 18.5 Unamortized discounts ​ ​ ( 17.7 ) ​ ​ ( 20.1 ) Unamortized debt issuance costs ​ ​ ( 32.8 ) ​ ​ ( 35.8 ) Less current installments ​ ​ ( 20.3 ) ​ ​ ( 1,516.0 ) Total long-term debt ​ $ 7,492.6 ​ $ 7,081.3 ​ The aggregate minimum principal maturities of the long-term debt for each of the five fiscal years following May 26, 2024, are as follows: ​ ​ ​ ​ ​ 2025 $ 20.3 2026 ​ ​ 1,267.7 2027 ​ ​ 783.6 2028 ​ ​ 1,021.5 2029 ​ ​ 1,695.1 ​ Senior Notes ​ In the fourth quarter of fiscal 2024, we repaid the entire outstanding $ 1.00 billion aggregate principal amount of our 4.30 % senior notes on their maturity date of May 1, 2024. The repayment was funded using the net proceeds from the 2024 Term Loan in the principal amount of $ 300.0 million (see Note 4), along with the issuance of commercial paper and cash on hand. In the first quarter of fiscal 2024, we repaid the entire outstanding $ 500.0 million aggregate principal amount of our 0.50 % senior notes on their maturity date of August 11, 2023. The repayment was primarily funded using the net proceeds from the issuance of $ 500.0 million aggregate principal amount of 5.30 % senior notes due October 1, 2026. 49 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) In the third quarter of fiscal 2023, we repaid the remaining outstanding $ 437.0 million aggregate principal amount of our 3.20 % senior notes on their maturity date of January 25, 2023. The repayment was primarily funded by the issuance of commercial paper. In the second quarter of fiscal 2023, we repaid the entire outstanding $ 250.0 million aggregate principal amount of our 3.25 % senior notes on their maturity date of September 15, 2022. The repayment was primarily funded using the net proceeds of the 2023 Term Loan discussed below. In the first quarter of fiscal 2022, we issued $ 500.0 million aggregate principal amount of 0.500 % senior notes due August 11, 2023. 2023 Term Loan During the second quarter of fiscal 2023, we borrowed the full $ 500.0 million aggregate principal amount available under our unsecured term loan (the “2023 Term Loan”) from a syndicate of financial institutions. Borrowings under the Term Loan bear interest at the sum of Term SOFR (as defined in the 2023 Term Loan Agreement), plus a 0.10 % per annum rate spread adjustment, plus a percentage spread (ranging from 0.90 % per annum to 1.375 % per annum) based on the Company’s senior unsecured long-term indebtedness ratings. The Company may voluntarily prepay term loans under the 2023 Term Loan, in whole or in part, without premium or penalty, subject to certain conditions. During the second quarter of fiscal 2024, we prepaid $ 250.0 million of the aggregate principal amount outstanding under the 2023 Term Loan utilizing operating cash flow and the issuance of commercial paper. The remaining balance matures on August 26, 2025. Interest Expense Net interest expense consists of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 Long-term debt ​ $ 419.2 ​ $ 402.1 ​ $ 393.1 Short-term debt ​ ​ 25.8 ​ ​ 18.8 ​ ​ 2.3 Interest income ​ ​ ( 5.7 ) ​ ​ ( 3.9 ) ​ ​ ( 2.1 ) Interest capitalized ​ ​ ( 8.8 ) ​ ​ ( 7.4 ) ​ ​ ( 13.4 ) ​ ​ $ 430.5 ​ $ 409.6 ​ $ 379.9 ​ In the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our anticipated issuance of long-term debt to help finance the Pinnacle acquisition. During the second quarter of fiscal 2019, we terminated the interest rate swap contracts and received proceeds of $ 47.5 million. This gain was deferred in accumulated other comprehensive income and is being amortized as a reduction of interest expense over the lives of the related debt instruments. Our net interest expense was reduced by $ 3.5 million, $ 3.4 million, and $ 3.3 million in fiscal 2024, 2023, and 2022, respectively, due to the impact of these interest rate swap contracts. Interest paid was $ 444.2 million, $ 416.3 million, and $ 393.9 million in fiscal 2024, 2023, and 2022, respectively. 4. CREDIT FACILITIES AND BORROWINGS 2024 Term Loan In the fourth quarter of fiscal 2024, we entered into an unsecured Term Loan Agreement with a financial institution (the “2024 Term Loan Agreement”). The 2024 Term Loan Agreement provides for term loans to the Company in an aggregate principal amount of up to $ 300.0 million. We borrowed the full amount of the $ 300.0 million provided for under the 2024 Term Loan Agreement (the “2024 Term Loan”). The 2024 Term Loan matures on April 29, 2025. The 2024 Term Loan bears interest at the sum of Term SOFR (as defined in the 2024 Term Loan Agreement), plus a percentage spread of 1.15 % per annum, plus a 0.10 % per annum rate spread adjustment or (b) 0.15 % per annum plus the alternate base rate, described in the 2024 Term Loan Agreement as the greatest of (i) Bank of America’s prime rate, (ii) the federal funds rate plus 0.50 %, and (iii) one-month Term SOFR plus 1.00 %. The Company may voluntarily prepay loans under the 2024 Term Loan Agreement, in whole or in part, without premium or penalty, subject to certain conditions. 50 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Revolving Credit Facility In the first quarter of fiscal 2023, we entered into a Second Amended and Restated Revolving Credit Agreement (the “Revolving Credit Agreement”) with a syndicate of financial institutions providing for a revolving credit facility in a maximum aggregate principal amount outstanding at any one time of $ 2.0 billion (subject to increase to a maximum aggregate principal amount of $ 2.5 billion with the consent of the lenders). The revolving credit facility provided for under the Revolving Credit Agreement replaced the Company’s revolving credit facility under the prior revolving credit agreement, which was terminated. The Revolving Credit Agreement matures on August 26, 2027 and is unsecured. The term of the Revolving Credit Agreement may be extended for additional one -year or two -year periods from the then-applicable maturity date on an annual basis. As of May 26, 2024, there were no outstanding borrowings under the Revolving Credit Agreement. The Revolving Credit Agreement contains events of default customary for unsecured investment grade credit facilities with corresponding grace periods. The Revolving Credit Agreement generally requires our ratio of EBITDA to interest expense not to be less than 3.0 to 1.0 and our ratio of funded debt to EBITDA not to exceed 4.5 to 1.0, with each ratio to be calculated on a rolling four-quarter basis. As of May 26, 2024, we were in compliance with all financial covenants under the Revolving Credit Agreement. Commercial Paper We finance our short-term liquidity needs with existing cash balances, cash flows from operations, and commercial paper borrowings. As of May 26, 2024, we had $ 586.0 million outstanding under our commercial paper program at an average weighted interest rate of 5.80 %. As of May 28, 2023, we had $ 576.0 million outstanding under our commercial paper program at an average weighted interest rate of 5.70 %. 5. FINANCING ARRANGEMENTS Supplier Financing Arrangements In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. A number of factors may impact our future payment terms, including our relative creditworthiness, overall market liquidity, and changes in interest rates and other general economic conditions. Certain suppliers have access to third-party services that allow them to view our scheduled payments online and finance advances on our scheduled payments at the sole discretion of the supplier and the third-party. Our current payment terms with these suppliers, which we deem to be commercially reasonable, range up to 120 days . We have no direct financial relationship with the financial institutions utilized by the third-parties, and we have pledged no assets in connection with our accounts payable programs. All amounts due to participating suppliers are paid to the third party on the original invoice due dates, regardless of whether a particular invoice was sold. Supplier participation in these agreements is voluntary. As of May 26, 2024 and May 28, 2023, $ 334.1 million and $ 355.1 million, respectively, of our total accounts and other payables were payable to suppliers who utilized these third-party services. The associated payments are included in net cash flows from operating activities within our Consolidated Statements of Cash Flows. We have also concluded that certain obligations to our suppliers, including amounts due and scheduled payment terms, are impacted by these third-party service programs and these arrangements are classified as notes payable within our Consolidated Balance Sheets. The proceeds and payments associated with short-term borrowings are reflected as financing activities within our Consolidated Statements of Cash Flows. As of May 26, 2024 and May 28, 2023, we had approximately $ 43.2 million and $ 62.5 million, respectively, of short-term borrowings related to these arrangements. 6. ASSETS HELD FOR SALE During the second quarter of fiscal 2024, we initiated a plan to sell our ownership stake in Agro Tech Foods Limited, which is a majority-owned subsidiary that is consolidated within our International segment. On February 29, 2024, we entered into a definitive agreement to sell this business. The closing of the transaction is subject to certain closing conditions, including the receipt of any applicable regulatory approvals in addition to a mandatory tender offer to minority shareholders, and is expected to be completed by the end of calendar year 2024. We expect to realize proceeds of approximately $ 78 million from the sale, which will be paid in the local currency (Indian Rupee). The assets and liabilities have been reclassified as assets and liabilities held for sale within our Consolidated 51 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Balance Sheets for all periods presented. In connection with this activity, we recognized impairment charges of $ 36.4 million within SG&A expenses in fiscal 2024. The assets and liabilities classified as held for sale reflected in our Consolidated Balance Sheets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 ​ ​ May 28, 2023 Current assets $ 32.0 ​ $ 34.3 Noncurrent assets (including goodwill of $ 46.4 million and $ 68.8 million, respectively) ​ 89.2 ​ ​ 123.3 Current liabilities ​ 14.8 ​ ​ 16.1 Noncurrent liabilities ​ 1.9 ​ ​ 5.3 ​ 7. INVESTMENTS IN JOINT VENTURES The total carrying value of our equity method investments at the end of fiscal 2024 and 2023 was $ 931.7 million and $ 998.4 million, respectively. These amounts are included in other assets and reflect our 44 % ownership interest in Ardent Mills and a 50 % ownership interest in one other joint venture. Due to differences in fiscal reporting periods, we recognized the equity method investment earnings on a lag of approximately one month. In fiscal 2024, we had purchases from our equity method investees of $ 28.7 million. Total dividends received from equity method investments in fiscal 2024 were $ 251.6 million. In fiscal 2023, we had purchases from our equity method investees of $ 30.8 million. Total dividends received from equity method investments in fiscal 2023 were $ 138.4 million. In fiscal 2022, we had purchases from our equity method investees of $ 30.1 million. Total dividends received from equity method investments in fiscal 2022 were $ 79.0 million. Summarized combined financial information for our equity method investments on a 100% basis is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ Ardent Mills ​ $ 4,597.9 ​ $ 5,239.9 ​ $ 4,258.5 Other ​ ​ 361.4 ​ ​ 283.3 ​ ​ 253.2 Total net sales ​ $ 4,959.3 ​ $ 5,523.2 ​ $ 4,511.7 Gross margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ Ardent Mills ​ $ 642.0 ​ $ 745.4 ​ $ 516.5 Other ​ ​ 87.1 ​ ​ 59.4 ​ ​ 54.8 Total gross margin ​ $ 729.1 ​ $ 804.8 ​ $ 571.3 Earnings after income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ Ardent Mills ​ $ 361.5 ​ $ 453.2 ​ $ 306.2 Other ​ ​ 37.4 ​ ​ 22.3 ​ ​ 21.1 Total earnings after income taxes ​ $ 398.9 ​ $ 475.5 ​ $ 327.3 ​ 52 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 May 28, 2023 Ardent Mills: ​ ​ ​ ​ ​ ​ Current assets ​ $ 1,430.0 ​ $ 1,716.8 Noncurrent assets ​ ​ 1,862.9 ​ ​ 1,840.5 Current liabilities ​ ​ 668.5 ​ ​ 750.3 Noncurrent liabilities ​ ​ 569.0 ​ ​ 556.9 Other: ​ ​ ​ ​ ​ ​ Current assets ​ $ 157.2 ​ $ 131.4 Noncurrent assets ​ ​ 48.9 ​ ​ 42.6 Current liabilities ​ ​ 57.1 ​ ​ 46.7 Noncurrent liabilities ​ ​ 3.2 ​ ​ 9.0 ​ ​ ​ ​ 8. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The change in the carrying amount of goodwill for fiscal 2024 and 2023, excluding amounts classified as held for sale (see Note 6), was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & ​ Refrigerated & ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Snacks Frozen International Foodservice Total Balance as of May 29, 2022 ​ $ 4,692.4 ​ $ 5,611.2 ​ $ 218.8 ​ $ 732.8 ​ $ 11,255.2 Currency translation ​ ​ — ​ ​ — ​ ​ ( 4.1 ) ​ ​ — ​ ​ ( 4.1 ) Impairment ​ ​ — ​ ​ ( 141.7 ) ​ ​ — ​ ​ — ​ ​ ( 141.7 ) Balance as of May 28, 2023 ​ $ 4,692.4 ​ $ 5,469.5 ​ $ 214.7 ​ $ 732.8 ​ $ 11,109.4 Currency translation ​ ​ — ​ ​ — ​ ​ ( 0.2 ) ​ ​ — ​ ​ ( 0.2 ) Impairment ​ ​ — ​ ​ ( 526.5 ) ​ ​ — ​ ​ — ​ ​ ( 526.5 ) Balance as of May 26, 2024 ​ $ 4,692.4 ​ $ 4,943.0 ​ $ 214.5 ​ $ 732.8 ​ $ 10,582.7 ​ Other identifiable intangible assets, excluding amounts classified as held for sale, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 ​ ​ Gross Carrying ​ Accumulated ​ Gross Carrying ​ Accumulated ​ Amount Amortization Amount Amortization Non-amortizing intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brands and trademarks ​ $ 2,026.8 ​ $ — ​ $ 2,457.0 ​ $ — Amortizing intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships and intellectual property ​ ​ 1,232.1 ​ ​ 550.5 ​ ​ 1,232.0 ​ ​ 496.7 ​ ​ $ 3,258.9 ​ $ 550.5 ​ $ 3,689.0 ​ $ 496.7 ​ The fair value of our reporting units is typically estimated using a discounted cash flow method, and in certain circumstances, we also use a guideline public company method. The fair value of our indefinite-lived intangibles is determined using the “relief from royalty” methodology. Both the “relief from royalty” methodology and the discounted cash flow method require us to estimate the future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. The guideline public company method is based on our actual and estimated EBITDA and considers public companies that are comparable to our reporting units. When determining future cash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions. Under our discounted cash flow method, we estimate cash flows for a reporting unit over a discrete period (typically five years) and a terminal period (considering expected long-term growth rates and trends). Estimating the fair value of individual reporting units and our indefinite-lived intangible assets requires us to make assumptions and estimates in areas such as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for selected EBITDA multiples, future cash flows, discount rates, or terminal growth rates could produce substantially different estimates of the fair value. 53 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) In the fourth quarter of fiscal 2024 , we performed our annual goodwill impairment assessment on all of our reporting units. We completed a qualitative assessment on all of our reporting units with the exception of our Sides, Components, Enhancers reporting unit. Our qualitative assessment found no indicators of impairment and considered, among other things, our previous cushion from our last quantitative test, moderating inflation, and improved operating margins due in part to our productivity initiatives. We will continue to evaluate the impact of any significant changes in consumer purchasing behaviors, government restrictions, input cost inflation, or other macroeconomic conditions that could change certain assumptions and result in future impairments. We completed a quantitative impairment test for our Sides, Components, Enhancers reporting unit with the assistance of a third-party valuation specialist using both a discounted cash flow method and guideline public company method in the current year as a result of lower market multiples in our industry as of our testing date. In estimating the fair value of this reporting unit, we selected a market multiple of 9.0- 9.5x using actual and estimated EBITDA for our guideline public company method. We used a discount rate of 8.50% and a terminal growth rate that approximated 1% for our discounted cash flow approach. As a result of our impairment test, we recognized goodwill impairment charges within SG&A expenses of $ 526.5 million. The impairments were largely due to the 75-basis point increase in the discount rate as a result of current economic conditions (higher interest rates and a slightly higher company specific risk premium), a decline in market capitalization, lower market multiples in our industry as of our testing date, as well as a downward revision to our sales forecasts for this specific reporting unit. After these impairments, the goodwill carrying amount of our Sides, Components, Enhancers reporting unit is approximately $ 1.4 billion. Accumulated impairment losses to goodwill associated with this reporting unit were $ 668.2 million as of May 26, 2024 and $ 141.7 million as of May 28, 2023. During the first quarter of fiscal 2023, management reorganized its reporting structure for certain brands within two reporting units in our Refrigerated & Frozen segment. The change in management reporting required us to reassign assets and liabilities, including goodwill, between the reporting units, complete a goodwill impairment test both prior to and subsequent to the change, and evaluate other assets in the reporting units for impairment, including indefinite-lived intangibles (brand names and trademarks). The fair value of our indefinite-lived intangibles was determined using the "relief from royalty" methodology. As a result of our impairment tests, we recognized goodwill impairment charges within SG&A expenses of $ 141.7 million within our Sides, Components, Enhancers reporting unit in the first quarter of fiscal 2023. In addition, we recognized an impairment charge within SG&A expenses of $ 244.0 million related to our Birds Eye ® brand name in the first quarter of fiscal 2023. ​ Amortizing intangible assets, carrying a remaining weighted-average life of approximately 17 years , are principally composed of customer relationships and acquired intellectual property. For fiscal 2024, 2023, and 2022, we recognized amortization expense of $ 53.6 million, $ 56.8 million, and $ 59.3 million, respectively. Based on amortizing assets recognized in our Consolidated Balance Sheet as of May 26, 2024, amortization expense for the next five years is estimated to be as follows: ​ ​ ​ ​ ​ 2025 ​ $ 53.5 2026 ​ ​ 43.5 2027 ​ ​ 43.3 2028 ​ ​ 40.8 2029 ​ ​ 39.6 ​ For our non-amortizing intangible assets, which are comprised of brands and trademarks, we use a “relief from royalty” methodology in estimating fair value. In the fourth quarter of fiscal 2024, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairment charges in SG&A expenses of $ 430.2 million within our Grocery & Snacks and Refrigerated & Frozen segments. All brands were negatively impacted by an increase in our discount rate in response to the current economic environment (higher interest rates including an increase in certain brand specific risk premiums) since our last annual impairment test. Our two largest impairments were related to Birds Eye ® and Earth Balance ® in the amount of $ 255.4 million and $ 72.1 million, respectively. Both of these brands were negatively impacted by volume declines in the current fiscal year given recent consumption trends, which also resulted in revised sales growth expectations. Birds Eye ® was also negatively impacted by lower than expected profit margins which resulted in a slight reduction to our assumed royalty rate. During fiscal 2023, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairment charges in SG&A expenses of $ 345.2 million, primarily within our Grocery & Snacks and Refrigerated & Frozen segments. The most notable brands with impairments included Gardein ®, Birds Eye®, Hungry Man®, Vlasic®, Van De Kamps®, Earth Balance®, and Comstock®. These brands were negatively impacted by an increase in our discount rate in response to the current economic environment 54 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) (including an increase in interest rates) since our last annual impairment test. Our two largest impairments were related to Gardein ® and Birds Eye ® in the amount of $ 91.5 million and $ 78.3 million, respectively. Both of these brands were negatively impacted by lower than expected profit margins which resulted in a reduction to our assumed royalty rates in addition to revised sales growth expectations to be consistent with recent industry trends. Including the Birds Eye ® brand impairment recognized in the first quarter of fiscal 2023, discussed above, our total brand impairment charges recognized in fiscal 2023 were $ 589.2 million. During fiscal 2022, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairment charges in SG&A expenses of $ 209.0 million, primarily within our Grocery & Snacks and Refrigerated & Frozen segments. Duncan Hines ® and Gardein ® were the most notable brands with impairments largely due to lower than expected profit margins which resulted in a reduction to our assumed royalty rates along with increases in our discount rate. 9. EARNINGS PER SHARE Basic earnings per share is calculated on the basis of weighted average outstanding shares of common stock. Diluted earnings per share is computed on the basis of basic weighted average outstanding shares of common stock adjusted for the dilutive effect of stock options, restricted stock unit awards, and other dilutive securities. The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 Net income attributable to Conagra Brands, Inc. common stockholders: ​ $ 347.2 ​ $ 683.6 ​ $ 888.2 Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average shares outstanding ​ ​ 478.6 ​ ​ 478.9 ​ ​ 480.3 Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities ​ ​ 1.4 ​ ​ 1.8 ​ ​ 1.9 Diluted weighted average shares outstanding ​ ​ 480.0 ​ ​ 480.7 ​ ​ 482.2 ​ For fiscal 2024, 2023, and 2022, there were 1.2 million, 0.5 million, and 0.8 million stock options outstanding, respectively, that were excluded from the computation of diluted weighted average shares because the effect was antidilutive. 10. INVENTORIES The major classes of inventories were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 ​ May 28, 2023 Raw materials and packaging ​ $ 323.1 ​ $ 368.2 Work in process ​ ​ 277.1 ​ ​ 224.5 Finished goods ​ ​ 1,377.2 ​ ​ 1,517.7 Supplies and other ​ ​ 105.6 ​ ​ 101.8 Total ​ $ 2,083.0 ​ $ 2,212.2 ​ ​ 55 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) 11. OTHER NONCURRENT LIABILITIES Other noncurrent liabilities consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 ​ ​ May 28, 2023 Postretirement health care and pension obligations (see Note 18) ​ $ 128.0 ​ $ 137.7 Noncurrent income tax liabilities (see Note 14) ​ ​ 1,046.2 ​ ​ 1,139.6 Noncurrent lease liabilities (see Note 15) ​ ​ 172.2 ​ ​ 185.6 Self-insurance liabilities ​ ​ 26.3 ​ ​ 26.6 Asset retirement obligations ​ ​ 46.2 ​ ​ 50.4 Environmental liabilities (see Note 16) ​ ​ 41.4 ​ ​ 43.8 Legal settlement costs (see Note 16) ​ ​ 45.9 ​ ​ 28.9 Other ​ ​ 108.5 ​ ​ 105.4 ​ ​ $ 1,614.7 ​ $ 1,718.0 ​ ​ ​ 12. CAPITAL STOCK The total number of shares we are authorized to issue is 1,218,050,000 shares, which shares may be issued as follows: 1,200,000,000 shares of common stock, par value $ 5.00 per share; 150,000 shares of Class B Preferred Stock, par value $ 50.00 per share; 250,000 shares of Class C Preferred Stock, par value $ 100.00 per share; 1,100,000 shares of Class D Preferred Stock, no par value per share; and 16,550,000 shares of Class E Preferred Stock, no par value per share. There were no preferred shares issued or outstanding as of May 26, 2024. We have repurchased our shares of common stock from time to time after considering market conditions and in accordance with repurchase limits authorized by our Board. We repurchased 4.2 million shares of our common stock for approximately $ 150.0 million in fiscal 2023 and 1.5 million shares of our common stock for approximately $ 50.0 million in fiscal 2022. 13. SHARE-BASED PAYMENTS In accordance with stockholder-approved equity incentive plans, we grant stock-based compensation awards, including restricted stock units, performance shares, performance-based restricted stock units, and stock options. The shares delivered upon vesting or lapse of restriction under any such arrangement may consist, in whole or part, of treasury stock or authorized but unissued stock, not reserved for any other purpose. On September 14, 2023, our stockholders approved the Conagra Brands, Inc. 2023 Stock Plan (the “Plan”). The Plan authorizes the issuance of up to 17.4 million shares of Conagra Brands common stock. In addition to the shares under the 2023 Stock Plan, certain shares of Conagra Brands common stock subject to outstanding awards under predecessor stock plans that expire, lapse, are cancelled, terminated, forfeited, otherwise become unexercisable, or are settled for cash are available for issuance. At May 26, 2024, approximately 14.9 million shares were reserved for granting new share-based awards. Share Unit Awards In accordance with stockholder-approved equity incentive plans, we grant awards of restricted stock units (“share units”) to employees and directors. These awards generally have requisite service periods of three years. Under each such award, stock is issued without direct cost to the employee. We estimate the fair value of the share units based upon the market price of our stock at the date of grant. Certain share unit grants do not provide for the payment of dividend equivalents to the participant during the requisite service period (the “vesting period”). For those grants, the value of the grants is reduced by the net present value of the foregone dividend equivalent payments. We recognize compensation expense for share unit awards on a straight-line basis over the requisite service period, accounting for forfeitures as they occur. The compensation expense for our stock-settled share unit awards totaled $ 38.5 million, $ 34.2 million, and $ 25.8 million for fiscal 2024, 2023, and 2022, respectively. The tax benefit related to the stock-settled share unit award compensation expense for fiscal 2024, 2023, and 2022 was $ 7.7 million, $ 6.2 million, and $ 5.3 million, respectively. 56 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) The following table summarizes the nonvested share units as of May 26, 2024 and changes during the fiscal year then ended: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-Settled ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ Share Units ​ Grant-Date Share Units (in Millions) Fair Value Nonvested share units at May 28, 2023 ​ ​ 2.83 ​ $ 34.23 Granted ​ ​ 1.96 ​ $ 30.20 Vested/Issued ​ ​ ( 0.89 ) ​ $ 35.75 Forfeited ​ ​ ( 0.25 ) ​ $ 33.08 Nonvested share units at May 26, 2024 ​ ​ 3.65 ​ $ 33.01 ​ During fiscal 2024, 2023, and 2022, we granted 2.0 million, 1.6 million, and 1.1 million stock-settled share units, respectively, with a weighted average grant date fair value of $ 30.20 , $ 33.28 , and $ 34.26 per share unit, respectively. The total intrinsic value of stock-settled share units vested was $ 28.3 million, $ 34.7 million, and $ 26.9 million during fiscal 2024, 2023, and 2022, respectively. At May 26, 2024, we had $ 44.8 million of total unrecognized compensation expense that will be recognized over a weighted average period of 1.8 years related to stock-settled share unit awards. Performance Share Awards Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goal for the three -year performance period ending in fiscal 2024 (the “2024 performance period”) was based on our diluted earnings per share (“EPS”) compound annual growth rate, subject to certain adjustments, measured over the defined performance period. The performance goals for the three -year performance periods ending in fiscal 2025 (the “2025 performance period”) and fiscal 2026 (the “2026 performance period”) are based on our net sales and diluted EPS growth, subject to certain adjustments, measured over the defined performance period, with each year of the performance period weighted one-third. For each of the 2024 performance period, 2025 performance period, and 2026 performance period, the awards actually earned will range from zero to two hundred percent of the targeted number of performance shares for such performance period. Dividend equivalents are paid on the portion of performance shares actually earned at our regular dividend rate in additional shares of common stock. Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in our performance share plan, any shares earned will be distributed after the end of the performance period, and generally only if the participant continues to be employed with the Company through the date of distribution. For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period. Forfeitures are accounted for as they occur. A summary of the activity for performance share awards as of May 26, 2024 and changes during the fiscal year then ended is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ Share Units ​ Grant-Date Performance Shares (in Millions) Fair Value Nonvested performance shares at May 28, 2023 ​ ​ 1.57 ​ $ 34.39 Granted ​ ​ 0.89 ​ $ 32.57 Adjustments for performance results attained and dividend equivalents ​ ​ 0.28 ​ $ 36.81 Vested/Issued ​ ​ ( 0.69 ) ​ $ 36.81 Forfeited ​ ​ ( 0.07 ) ​ $ 32.93 Nonvested performance shares at May 26, 2024 ​ ​ 1.98 ​ $ 33.11 57 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) ​ We recognized a benefit of $ 7.7 million, expense of $ 45.0 million, and a benefit of $ 1.4 million for our performance share awards in fiscal 2024, 2023, and 2022, respectively. The tax expense related to the compensation benefit for fiscal 2024 and 2022 was $ 0.4 million and $ 0.7 million, respectively. The tax benefit related to the compensation expense for fiscal 2023 was $ 1.7 million. The total intrinsic value of performance shares vested (including shares paid in lieu of dividends) during fiscal 2024 and 2022 was $ 22.6 million and $ 27.0 million, respectively. Performance targets for the three-year performance period ending in fiscal 2022 were not met, resulting in no vesting during fiscal 2023. Based on estimates at May 26, 2024, we had $ 12.7 million of total unrecognized compensation expense related to performance shares that will be recognized over a weighted average period of 1.8 years. Stock Option Awards In accordance with stockholder-approved equity incentive plans, we granted stock options to employees and directors for the purchase of common stock at prices equal to its fair value at the date of grant. Stock options become exercisable under various vesting schedules (typically three years ) and generally expire seven to ten years after the date of grant. No stock options have been granted since fiscal 2017. Cash received from stock option exercises for fiscal 2024, 2023, and 2022 was $ 3.2 million, $ 10.7 million, and $ 7.8 million, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $ 0.3 million, $ 0.7 million, and $ 0.5 million for fiscal 2024, 2023, and 2022, respectively. 14. PRE-TAX INCOME AND INCOME TAXES Pre-tax income (including equity method investment earnings) consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 United States ​ $ 538.4 ​ $ 803.9 ​ $ 1,106.0 Foreign ​ ​ 71.8 ​ ​ 98.0 ​ ​ 72.7 ​ ​ $ 610.2 ​ $ 901.9 ​ $ 1,178.7 ​ The provision for income taxes included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Current ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 281.2 ​ $ 304.6 ​ $ 186.6 State ​ ​ 46.1 ​ ​ 42.5 ​ ​ 48.2 Foreign ​ ​ 28.3 ​ ​ 25.7 ​ ​ 18.4 ​ ​ ​ 355.6 ​ ​ 372.8 ​ ​ 253.2 Deferred ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ ( 66.7 ) ​ ​ ( 135.8 ) ​ ​ 34.7 State ​ ​ ( 17.6 ) ​ ​ ( 14.4 ) ​ ​ 3.9 Foreign ​ ​ ( 8.8 ) ​ ​ ( 3.9 ) ​ ​ ( 1.3 ) ​ ​ ​ ( 93.1 ) ​ ​ ( 154.1 ) ​ ​ 37.3 ​ ​ $ 262.5 ​ $ 218.7 ​ $ 290.5 ​ 58 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Income taxes computed by applying the U.S. Federal statutory rates to income before income taxes are reconciled to the provision for income taxes set forth in the Consolidated Statements of Earnings as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Computed U.S. Federal income taxes ​ $ 128.1 ​ $ 189.4 ​ $ 247.5 State income taxes, net of U.S. Federal tax impact ​ ​ 25.8 ​ ​ 28.9 ​ ​ 37.2 Goodwill and intangible impairments ​ ​ 107.6 ​ ​ 27.5 ​ ​ 6.1 Tax elections under review by the IRS on capital loss utilization ​ ​ — ​ ​ — ​ ​ 25.0 Change of valuation allowance due to certain tax elections ​ ​ — ​ ​ ( 28.1 ) ​ ​ — Incentive compensation ​ ​ 1.8 ​ ​ 11.1 ​ ​ 2.4 Tax Credits ​ ​ ( 9.8 ) ​ ​ ( 7.5 ) ​ ​ ( 7.7 ) Tax on unremitted foreign earnings ​ ​ 10.6 ​ ​ 4.7 ​ ​ 1.7 Other ​ ​ ( 1.6 ) ​ ​ ( 7.3 ) ​ ​ ( 21.7 ) ​ ​ $ 262.5 ​ $ 218.7 ​ $ 290.5 ​ Income taxes paid, net of refunds, were $ 343.3 million, $ 407.1 million, and $ 299.1 million in fiscal 2024, 2023, and 2022, respectively. The tax effect of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 ​ ​ May 28, 2023 ​ Assets Liabilities Assets Liabilities Property, plant and equipment ​ $ — ​ $ 305.5 ​ $ — ​ $ 306.2 Inventory ​ ​ 20.8 ​ ​ — ​ ​ 20.1 ​ ​ — Goodwill, trademarks and other intangible assets ​ ​ 436.2 ​ ​ 842.7 ​ ​ 437.3 ​ ​ 941.1 Right-of-use assets ​ ​ — ​ ​ 42.0 ​ ​ — ​ ​ 47.0 Accrued expenses ​ ​ 17.7 ​ ​ — ​ ​ 16.5 ​ ​ — Compensation related liabilities ​ ​ 31.3 ​ ​ — ​ ​ 31.9 ​ ​ — Pension and other postretirement benefits ​ ​ — ​ ​ 28.5 ​ ​ — ​ ​ 23.7 Investment in unconsolidated subsidiaries ​ ​ — ​ ​ 21.3 ​ ​ — ​ ​ 19.1 Lease liabilities ​ ​ 50.7 ​ ​ — ​ ​ 54.6 ​ ​ — Other liabilities that will give rise to future tax deductions ​ ​ 67.4 ​ ​ — ​ ​ 59.6 ​ ​ — Net capital and operating loss carryforwards ​ ​ 36.0 ​ ​ — ​ ​ 34.7 ​ ​ — Research Expenditures ​ ​ 34.5 ​ ​ — ​ ​ 20.6 ​ ​ — Federal credits ​ ​ 9.4 ​ ​ — ​ ​ 10.7 ​ ​ — Other ​ ​ 30.1 ​ ​ 49.5 ​ ​ 34.9 ​ ​ 32.8 ​ ​ ​ 734.1 ​ ​ 1,289.5 ​ ​ 720.9 ​ ​ 1,369.9 Less: Valuation allowance ​ ​ ( 457.2 ) ​ ​ — ​ ​ ( 457.6 ) ​ ​ — Net deferred taxes ​ $ 276.9 ​ $ 1,289.5 ​ $ 263.3 ​ $ 1,369.9 ​ The liability for gross unrecognized tax benefits at May 26, 2024 was $ 21.7 million, excluding a related liability of $ 4.1 million for gross interest and penalties. As of May 28, 2023, our gross liability for unrecognized tax benefits was $ 23.7 million, excluding a related liability of $ 5.6 million for gross interest and penalties. Interest and penalties recognized in the Consolidated Statements of Earnings was a benefit of $ 1.4 million, $ 1.2 million, and $ 2.1 million in fiscal 2024, 2023, and 2022, respectively. The net amount of unrecognized tax benefits at May 26, 2024 and May 28, 2023 that, if recognized, would favorably impact our effective tax rate was $ 19.5 million and $ 21.3 million, respectively. We accrue interest and penalties associated with uncertain tax positions as part of income tax expense. We conduct business and file tax returns in numerous countries, states, and local jurisdictions. The U.S. Internal Revenue Service (“IRS”) has completed its audit of the Company for tax years through fiscal 2020. All resulting significant items for fiscal 2020 59 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) and prior years have been settled with the IRS. Tax elections made in conjunction with filing our fiscal 2021 federal tax return are still under review with the IRS. Statutes of limitation for pre-acquisition tax years of Pinnacle generally remain open for calendar year 2004 and subsequent years principally related to net operating losses. Other major jurisdictions where we conduct business generally have statutes of limitations ranging from three to five years. We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by up to $ 14.3 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations. The change in the unrecognized tax benefits for the fiscal years ended May 26, 2024 and May 28, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 May 28, 2023 Beginning balance ​ $ 23.7 ​ $ 62.9 Increases from positions established during prior periods ​ ​ 0.3 ​ ​ 0.3 Decreases from positions established during prior periods ​ ​ — ​ ​ ( 32.3 ) Increases from positions established during the current period ​ ​ 1.9 ​ ​ 1.7 Reductions resulting from lapse of applicable statute of limitation ​ ​ ( 4.3 ) ​ ​ ( 8.9 ) Decrease from audit settlements ​ ​ — ​ ​ ( 0.1 ) Other adjustments to liability ​ ​ 0.1 ​ ​ 0.1 Ending balance ​ $ 21.7 ​ $ 23.7 ​ We have approximately $ 22.8 million of foreign net operating loss carryforwards ($ 22.6 million will expire between fiscal 2029 and 2044 and $ 0.2 million have no expiration dates) and $ 51.3 million of federal net operating loss carryforwards which expire in fiscal 2027. Included in net deferred tax liabilities are $ 21.5 million of tax effected state net operating loss carryforwards which expire in various years ranging from fiscal 2025 to 2044 and $ 2.2 million of tax effected state capital loss balances that expire in fiscal year 2027 through 2037. Foreign tax credits of $ 7.8 million will expire between fiscal 2027 and 2034. State tax credits of approximately $ 3.4 million will expire in various years ranging from fiscal 2025 to 2031. In fiscal 2022, we reflected additional tax expense of $ 25.0 million related to tax elections made in conjunction with filing our fiscal 2021 federal tax return. These elections are still under review with the IRS. These elections may result in increases to the tax basis in those assets and if successful would result in tax benefits being realized in future periods. We have recognized a valuation allowance for the portion of the net operating loss carryforwards, capital loss carryforwards, tax credit carryforwards, and other deferred tax assets we believe are not more likely than not to be realized. The net change in the valuation allowance for fiscal 2024 was a decrease of $ 0.4 million, principally related to a decrease in valuation allowances related to state attributes. The net change in the valuation allowance for fiscal 2023 was an increase of $ 2.1 million. We have previously made the assessment that the current earnings of certain foreign subsidiaries were not indefinitely reinvested or that we could not remit to the U.S. parent in a tax-neutral transaction. Accordingly, we have recorded a deferred tax liability of $ 16.8 million on approximately $ 335.8 million of earnings at May 26, 2024. The deferred tax liability relates to local withholding taxes that will be owed when this cash is distributed. The undistributed historic earnings in our foreign subsidiaries through May 30, 2021 are considered to be indefinitely reinvested or can be remitted in a tax-neutral transaction. Accordingly, we have not recorded a deferred tax liability related to these undistributed historic earnings. On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law. We have determined that we are not subject to the corporate alternative minimum tax at this time. 15. LEASES We have operating and finance leases of certain warehouses, plants, land, office space, production and distribution equipment, automobiles, and office equipment. We determine whether an agreement is or contains a lease at lease inception. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. 60 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) As most of our leases do not provide an implicit interest rate, we calculate the lease liability at lease commencement as the present value of unpaid lease payments using our estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. We have elected not to separate lease and non-lease components of an agreement for all underlying asset classes prospectively from the ASU 2016-02, Leases, Topic 842 adoption date. Any lease arrangements with an initial term of twelve months or less are not recorded on our Consolidated Balance Sheet. We recognize lease cost for these lease arrangements on a straight-line basis over the lease term. Our lease terms may include options to extend or terminate the lease. We consider these options in determining the lease term used to establish our ROU asset and lease liabilities. A limited number of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. During fiscal 2024, we took control of a third-party distribution facility that was assessed to be a finance lease. At lease commencement, the term of the lease was 20 years with a discount rate of 5.42 %. As a result, we recorded a $ 165.3 million finance lease right-of-use asset reflected in property, plant and equipment along with a corresponding finance lease obligation reflected in long-term debt (including current installments) within our Consolidated Balance Sheets. Leases reported in our Consolidated Balance Sheets were as follows, excluding balances related to assets and liabilities classified as held for sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ Balance Sheet Location May 26, 2024 May 28, 2023 ROU assets, net ​ Other assets ​ $ 176.8 ​ $ 197.5 Lease liabilities (current) ​ Other accrued liabilities ​ ​ 39.4 ​ ​ 42.1 Lease liabilities (noncurrent) ​ Other noncurrent liabilities ​ ​ 172.2 ​ ​ 185.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance Leases ​ Balance Sheet Location May 26, 2024 May 28, 2023 ROU assets, at cost ​ Property, plant and equipment ​ $ 377.0 ​ $ 203.5 Less accumulated depreciation ​ Less accumulated depreciation ​ ​ ( 97.5 ) ​ ​ ( 77.2 ) ROU assets, net ​ Property, plant and equipment, net ​ ​ 279.5 ​ ​ 126.3 Lease liabilities (current) ​ Current installments of long-term debt ​ ​ 20.2 ​ ​ 17.4 Lease liabilities (noncurrent) ​ Senior long-term debt, excluding current installments ​ ​ 253.5 ​ ​ 95.2 ​ The components of total lease cost were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Operating lease cost ​ $ 53.1 ​ $ 55.3 ​ $ 52.9 Finance lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation of leased assets ​ ​ 23.2 ​ ​ 16.8 ​ ​ 16.4 Interest on lease liabilities ​ ​ 12.0 ​ ​ 5.3 ​ ​ 6.5 Short-term lease cost ​ ​ 11.2 ​ ​ 11.0 ​ ​ 7.3 Total lease cost ​ $ 99.5 ​ $ 88.4 ​ $ 83.1 ​ 61 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) The weighted-average remaining lease terms and weighted-average discount rate for our leases as of May 26, 2024 and May 28, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ Finance Leases ​ 2024 2023 2024 2023 Weighted-average remaining lease term (in years) ​ 6.5 ​ 6.7 ​ 14.8 ​ 6.9 Weighted-average discount rate ​ 3.87 % ​ 3.55 % ​ 5.25 % ​ 4.24 % ​ Cash flows arising from lease transactions were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash outflows from operating leases ​ $ 52.1 ​ $ 57.7 ​ $ 55.7 Operating cash outflows from finance leases ​ ​ 5.8 ​ ​ 5.3 ​ ​ 6.5 Financing cash outflows from finance leases ​ ​ 22.7 ​ ​ 25.0 ​ ​ 31.2 ROU assets obtained in exchange for new lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 27.5 ​ ​ 34.2 ​ ​ 68.5 Finance leases ​ ​ 177.3 ​ ​ 7.8 ​ ​ 23.6 ​ Maturities of lease liabilities by fiscal year as of May 26, 2024 were as follows (inclusive of amounts classified as held for sale): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases Finance Leases Total 2025 ​ $ 47.1 ​ $ 40.6 ​ $ 87.7 2026 ​ ​ 42.4 ​ ​ 35.5 ​ ​ 77.9 2027 ​ ​ 35.0 ​ ​ 42.3 ​ ​ 77.3 2028 ​ ​ 32.2 ​ ​ 24.7 ​ ​ 56.9 2029 ​ ​ 23.2 ​ ​ 25.9 ​ ​ 49.1 Later years ​ ​ 63.6 ​ ​ 257.8 ​ ​ 321.4 Total lease payments ​ ​ 243.5 ​ ​ 426.8 ​ ​ 670.3 Less: Imputed interest ​ ​ ( 31.9 ) ​ ​ ( 153.1 ) ​ ​ ( 185.0 ) Total lease liabilities ​ $ 211.6 ​ $ 273.7 ​ $ 485.3 ​ We have entered into contracts that are or contain a lease that have not yet commenced with aggregate payments totaling $ 87.1 million as of May 26, 2024. This amount primarily relates to a warehouse facility with a future minimum lease commitment of $ 81.8 million over a term of 10 years. We expect to take control of this leased asset in fiscal 2025. 16. CONTINGENCIES Litigation Matters We are a party to certain litigation matters relating to our acquisition of Beatrice Company (“Beatrice”) in fiscal 1991, including litigation proceedings related to businesses divested by Beatrice prior to our acquisition. These proceedings have included suits against a number of lead-based paint and pigment manufacturers, including ConAgra Grocery Products Company, LLC, a wholly owned subsidiary of the Company (“ConAgra Grocery Products”), as alleged successor to W. P. Fuller & Co., a lead-based paint and pigment manufacturer owned and operated by a predecessor to Beatrice from 1962 until 1967. These lawsuits have generally sought damages for personal injury, property damage, economic loss, and governmental expenditures allegedly caused by the use of lead-based paint, and/or injunctive relief for inspection and abatement. ConAgra Grocery Products has denied liability, both on the merits of the claims and on the basis that we do not believe it to be the successor to any liability attributable to W. P. Fuller & Co. Pursuant to the settlement of a consolidated lead-based paint and pigment related action in California in 2019, ConAgra Grocery Products is responsible for payments totaling $ 101.7 million, payable in seven annual installments from fiscal 2020 through fiscal 2026, of which $ 73.0 million had been paid as of May 26, 2024. As part of the settlement, ConAgra Grocery Products has also provided a guarantee of up to $ 15.0 million in the event co-defendant, NL Industries, Inc., defaults on its payment obligations. We had accrued $ 28.9 million ($ 11.8 million 62 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) within other accrued liabilities and $ 17.1 million within other noncurrent liabilities) as of May 26, 2024 and $ 40.7 million ($ 11.8 million within other accrued liabilities and $ 28.9 million within other noncurrent liabilities) as of May 28, 2023. We are party to a number of matters related to certain Pam ® and other cooking spray products. These lawsuits generally seek damages for personal injuries allegedly caused by defects in the design, manufacture, or safety warnings of our cooking spray products. In these lawsuits, we have denied liability, however, we cannot predict with certainty the results of these proceedings. The Company believes adequate provision has been made in its Consolidated Financial Statements for all probable and reasonably estimable losses for the litigation related to the cooking spray products based on information available to us at the time of our evaluation. Additionally, we have put the applicable insurance carriers on notice of these cooking spray matters and have recognized a related insurance receivable of $ 14.7 million ($ 7.1 million within receivables and $ 7.6 million within other assets) as of May 26, 2024 in connection with a settlement agreement with one of these insurance carriers. During fiscal 2024, a jury entered a verdict against the Company for $ 3.1 million in compensatory damages and $ 4.0 million in punitive damages in one of these cooking spray related lawsuits captioned Reese v. Conagra Brands, Inc., et al. (“Reese”) . We have appealed the judgment in the Reese lawsuit. We are party to a number of putative class action lawsuits challenging various product claims made in the Company’s product labeling, and matter challenging the Company’s wage and hour practices. While we cannot predict with certainty the results of the remaining claims or any other legal proceedings, we do not expect these matters to have a material adverse effect on our financial condition, results of operations, or business. Our accrual for all litigation matters, including those matters described above that are probable and estimable, was $ 76.3 million ($ 30.4 million within other accrued liabilities and $ 45.9 million within other noncurrent liabilities) as of May 26, 2024 and $ 51.3 million ($ 22.4 million within other accrued liabilities and $ 28.9 million within other noncurrent liabilities) as of May 28, 2023. Environmental Matters Securities and Exchange Commission (the “SEC”) regulations require us to disclose certain information about environmental proceedings if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a stated threshold. Pursuant to the SEC regulations, the Company uses a threshold of $ 1.0 million for purposes of determining whether disclosure of any such proceedings is required. In October 2019, the Minnesota Pollution Control Agency (“MPCA”) initiated an odor complaint investigation at our Waseca, Minnesota vegetable processing facility. As a result of the investigation, the MPCA required implementation of a continuous monitoring system running from May 1 to October 31 in 2020 and 2021 and from April 1 to October 31 in 2022 to monitor hydrogen sulfide emissions at the wastewater treatment facility. As a result of the monitoring data findings, the MPCA has alleged violations of Minnesota Ambient Air Quality Standards based on our hydrogen sulfide emissions during calendar years 2020, 2021, and 2022. In August 2023, the parties entered into a settlement agreement with a penalty amount of $ 1.25 million for all of the alleged violations. We are a party to certain environmental proceedings relating to businesses divested by Beatrice prior to our acquisition in fiscal 1991, including litigation and administrative proceedings involving Beatrice’s possible status as a potentially responsible party at approximately 35 Superfund, proposed Superfund, or state-equivalent sites (the “Beatrice sites”). The Beatrice sites consist of locations previously owned or operated by predecessors of Beatrice that used or produced petroleum, pesticides, fertilizers, dyes, inks, solvents, polychlorinated biphenyls, acids, lead, sulfur, tannery wastes, and/or other contaminants. Reserves for these Beatrice environmental proceedings have been established based on our best estimate of the undiscounted remediation liabilities, which estimates include evaluation of investigatory studies, extent of required clean-up, the known volumetric contribution of Beatrice and other potentially responsible parties, and its experience in remediating sites. The accrual for Beatrice-related environmental matters totaled $ 39.3 million ($ 3.3 million within other accrued liabilities and $ 36.0 million within other noncurrent liabilities ) as of May 26, 2024 and $ 40.1 million ($ 1.5 million within other accrued liabilities and $ 38.6 million within other noncurrent liabilities ) as of May 28, 2023, a majority of which relates to the Superfund and state-equivalent sites referenced above. General After taking into account liabilities recognized for all of the foregoing matters, management believes the ultimate resolution of such matters should not have a material adverse effect on our financial condition, results of operations, or liquidity; however, it is 63 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) reasonably possible that a change of the estimates of any of the foregoing matters may occur in the future that could have a material adverse effect on our financial condition, results of operations, or liquidity. Costs of legal services associated with the foregoing matters are recognized within SG&A expenses as services are provided. 17. DERIVATIVE FINANCIAL INSTRUMENTS Our operations are exposed to market risks from adverse changes in commodity prices affecting the cost of raw materials and energy, foreign currency exchange rates, and interest rates. In the normal course of business, these risks are managed through a variety of strategies, including the use of derivatives. Commodity futures and option contracts are used from time to time to economically hedge commodity input prices on items such as natural gas, vegetable oils, proteins, packaging materials, dairy, grains, diesel fuel and electricity. Generally, we economically hedge a portion of our anticipated consumption of commodity inputs for periods of up to 36 months. We may enter into longer-term economic hedges on particular commodities, if deemed appropriate. As of May 26, 2024, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through December 2024. In order to reduce exposures related to changes in foreign currency exchange rates, we enter into forward exchange, option, or swap contracts from time to time for transactions denominated in a currency other than the applicable functional currency. This includes, but is not limited to, hedging against foreign currency risk in purchasing inventory and capital equipment, sales of finished goods, and future settlement of foreign-denominated assets and liabilities. As of May 26, 2024, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through February 2025. From time to time, we may use derivative instruments, including interest rate swaps, to reduce risk related to changes in interest rates. This includes, but is not limited to, hedging against increasing interest rates prior to the issuance of long-term debt and hedging the fair value of our senior long-term debt. Derivatives Designated as Cash Flow Hedges During the first quarter of fiscal 2019, we entered into deal-contingent forward starting interest rate swap contracts to hedge a portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle. We settled these contracts during the second quarter of fiscal 2019 and deferred a $ 47.5 million gain in accumulated other comprehensive income that is being amortized as a reduction of interest expense over the lives of the related debt instruments. The unamortized amount at May 26, 2024 was $ 28.0 million. Economic Hedges of Forecasted Cash Flows Many of our derivatives do not qualify for, and we do not currently designate certain commodity or foreign currency derivatives to achieve, hedge accounting treatment. We reflect realized and unrealized gains and losses from derivatives used to economically hedge anticipated commodity consumption and to mitigate foreign currency cash flow risk in earnings immediately within general corporate expense (within cost of goods sold). The gains and losses are reclassified to segment operating results in the period in which the underlying item being economically hedged is recognized in cost of goods sold. In the event that management determines a particular derivative entered into as an economic hedge of a forecasted commodity purchase has ceased to function as an economic hedge, we cease recognizing further gains and losses on such derivatives in corporate expense and begin recognizing such gains and losses within segment operating results immediately. 64 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) The following table presents the net derivative gains (losses) from economic hedges of forecasted commodity consumption and the foreign currency risk of certain forecasted transactions, under this methodology: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Net derivative gains (losses) incurred ​ $ 2.9 ​ $ ( 17.6 ) ​ $ 37.1 Less: Net derivative gains (losses) allocated to reporting segments ​ ​ ( 13.2 ) ​ ​ 19.5 ​ ​ 32.7 Net derivative gains (losses) recognized in general corporate expenses ​ $ 16.1 ​ $ ( 37.1 ) ​ $ 4.4 Net derivative gains (losses) allocated to Grocery & Snacks ​ $ ( 6.1 ) ​ $ 6.0 ​ $ 17.3 Net derivative gains (losses) allocated to Refrigerated & Frozen ​ ​ ( 1.2 ) ​ ​ 9.6 ​ ​ 17.4 Net derivative gains (losses) allocated to International ​ ​ ( 5.6 ) ​ ​ 2.5 ​ ​ ( 3.6 ) Net derivative gains (losses) allocated to Foodservice ​ ​ ( 0.3 ) ​ ​ 1.4 ​ ​ 1.6 Net derivative gains (losses) included in segment operating profit ​ $ ( 13.2 ) ​ $ 19.5 ​ $ 32.7 ​ As of May 26, 2024, the cumulative amount of net derivative losses from economic hedges that had been recognized in general corporate expenses and not yet allocated to reporting segments was $ 5.1 million. This amount reflected net losses of $ 4.0 million incurred during the fiscal year ended May 26, 2024, as well as net losses of $ 1.1 million incurred prior to fiscal 2024. Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating results net losses of $ 5.3 million in fiscal 2025 and net gains of $ 0.2 million in fiscal 2026 and thereafter. Economic Hedges of Fair Values — Foreign Currency Exchange Rate Risk We may use options and cross currency swaps to economically hedge the fair value of certain monetary assets and liabilities (including intercompany balances) denominated in a currency other than the functional currency. These derivatives are marked-to-market with gains and losses immediately recognized in SG&A expenses. These substantially offset the foreign currency transaction gains or losses recognized as values of the monetary assets or liabilities being economically hedged change. As of May 26, 2024, and May 28, 2023, there were no derivative instruments used to economically hedge our monetary assets or liabilities. All derivative instruments are recognized in our Consolidated Balance Sheets at fair value (refer to Note 19 for additional information related to fair value measurements). The fair value of derivative assets is recognized within prepaid expenses and other current assets, while the fair value of derivative liabilities is recognized within other accrued liabilities. In accordance with U.S. GAAP, we offset certain derivative asset and liability balances, as well as certain amounts representing rights to reclaim cash collateral and obligations to return cash collateral, where master netting agreements provide for legal right of setoff. At May 26, 2024 and May 28, 2023, amounts representing an obligation to return cash collateral and a right to reclaim cash collateral of $ 1.2 million and $ 21.3 million, respectively, were included in prepaid expenses and other current assets in our Consolidated Balance Sheets. Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or obligation to return cash collateral were reflected in our Consolidated Balance Sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 May 28, 2023 Prepaid expenses and other current assets ​ $ 3.0 ​ $ 10.0 Other accrued liabilities ​ ​ 3.6 ​ ​ 3.6 ​ 65 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) The following table presents our derivative assets and liabilities at May 26, 2024, on a gross basis, prior to the setoff of $ 1.5 million to total derivative assets and $ 0.3 million to total derivative liabilities where legal right of setoff existed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts ​ Prepaid expenses and other current assets ​ $ 3.8 ​ Other accrued liabilities ​ $ 2.6 Foreign exchange contracts ​ Prepaid expenses and other current assets ​ ​ 0.7 ​ Other accrued liabilities ​ ​ 1.3 Total derivatives not designated as hedging instruments ​ ​ ​ $ 4.5 ​ ​ ​ $ 3.9 ​ The following table presents our derivative assets and liabilities, at May 28, 2023, on a gross basis, prior to the setoff of $ 8.3 million to total derivative assets and $ 13.0 million to total derivative liabilities where legal right of setoff existed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts ​ Prepaid expenses and other current assets ​ $ 1.1 ​ Other accrued liabilities ​ $ 14.4 Foreign exchange contracts ​ Prepaid expenses and other current assets ​ ​ 0.6 ​ Other accrued liabilities ​ ​ 2.2 Total derivatives not designated as hedging instruments ​ ​ ​ $ 1.7 ​ ​ ​ $ 16.6 ​ The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Consolidated Statements of Earnings were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Year Ended May 26, 2024 Derivatives Not Designated as Hedging Instruments Location in Consolidated Statement of Earnings of Gains (Losses) Recognized on Derivatives Amount of Gains (Losses) Recognized on Derivatives in Consolidated Statement of Earnings Commodity contracts ​ Cost of goods sold ​ $ 6.9 Foreign exchange contracts ​ Cost of goods sold ​ ​ ( 4.0 ) Total gains from derivative instruments not designated as hedging instruments ​ ​ ​ $ 2.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Year Ended May 28, 2023 Derivatives Not Designated as Hedging Instruments Location in Consolidated Statement of Earnings of Gains (Losses) Recognized on Derivatives Amount of Gains (Losses) Recognized on Derivatives in Consolidated Statement of Earnings Commodity contracts ​ Cost of goods sold ​ $ ( 19.7 ) Foreign exchange contracts ​ Cost of goods sold ​ ​ 2.1 Total losses from derivative instruments not designated as hedging instruments ​ ​ ​ $ ( 17.6 ) ​ 66 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ For the Fiscal Year Ended May 29, 2022 Derivatives Not Designated as Hedging Instruments Location in Consolidated Statement of Earnings of Gains (Losses) Recognized on Derivatives Amount of Gains (Losses) Recognized on Derivatives in Consolidated Statement of Earnings Commodity contracts ​ Cost of goods sold ​ $ 33.4 Foreign exchange contracts ​ Cost of goods sold ​ ​ 3.7 Total gains from derivative instruments not designated as hedging instruments ​ ​ ​ $ 37.1 ​ As of May 26, 2024, our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 88.2 million and $ 11.0 million for purchase and sales contracts, respectively. As of May 28, 2023, our open commodity contracts had a notional value of $ 134.6 million for purchase contracts. The notional amount of our foreign currency forward and cross currency swap contracts as of May 26, 2024 and May 28, 2023 was $ 101.5 million and $ 87.3 million, respectively. We enter into certain commodity, interest rate, and foreign exchange derivatives with a diversified group of counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. These transactions may expose us to potential losses due to the risk of nonperformance by these counterparties. We have not incurred a material loss due to nonperformance in any period presented and do not expect to incur any such material loss. We also enter into futures and options transactions through various regulated exchanges. At May 26, 2024, the maximum amount of loss due to the credit risk of the counterparties, had the counterparties failed to perform according to the terms of the contracts, was $ 0.7 million. 18. PENSION AND POSTRETIREMENT BENEFITS We have defined benefit retirement plans (“pension plans”) for eligible salaried and hourly employees. Benefits are based on years of credited service and average compensation or stated amounts for each year of service. We also sponsor postretirement plans which provide certain medical and dental benefits to qualifying U.S. employees. Effective August 1, 2013, our defined benefit pension plan for eligible salaried employees was closed to new hire salaried employees. New hire salaried employees will generally be eligible to participate in our defined contribution plan. During the second quarter of fiscal 2024, the Company provided a voluntary lump-sum settlement offer to certain vested participants in the salaried and hourly pension plans in order to reduce a portion of the pension obligation. During the third quarter of fiscal 2024, approximately $ 135 million was distributed from the pension plan assets in connection with this offer. The lump-sum settlement exceeded our service and interest cost for our hourly pension plans, requiring a remeasurement in the third quarter of fiscal 2024. In connection with the remeasurement, we updated the effective discount rate assumption for the impacted pension plan obligations from 5.52 % to 5.20 %, as of December 31, 2023. The settlement and related remeasurement resulted in the recognition of an immaterial settlement loss, reflected in pension and postretirement non-service expense (income), as well as a loss in other comprehensive income (loss) totaling $ 6.8 million in the third quarter of fiscal 2024. ​ We recognize the funded status of our pension and postretirement plans in the Consolidated Balance Sheets. For our pension plans, we also recognize as a component of accumulated other comprehensive income (loss), the net of tax results of the actuarial gains or losses within the corridor and prior service costs or credits that arise during the period but are not recognized in net periodic benefit cost. For our postretirement plans, we also recognize as a component of accumulated other comprehensive income (loss), the net of tax results of the gains or losses and prior service costs or credits that arise during the period but are not recognized in net periodic benefit cost. These amounts will be adjusted out of accumulated other comprehensive income (loss) as they are subsequently recognized as components of net periodic benefit cost. For our pension plans, we have elected to immediately recognize actuarial gains and losses in our operating results in the year in which they occur, to the extent they exceed the corridor, eliminating amortization. Amounts are included in the components of pension and postretirement plan costs, below, as recognized net actuarial loss. 67 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) The changes in benefit obligations and plan assets at May 26, 2024 and May 28, 2023 are presented in the following table. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2024 2023 2024 2023 Change in Benefit Obligation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Benefit obligation at beginning of year ​ $ 2,800.2 ​ $ 3,132.6 ​ $ 53.2 ​ $ 64.8 Service cost ​ ​ 5.8 ​ ​ 6.5 ​ ​ 0.1 ​ ​ 0.1 Interest cost ​ ​ 144.7 ​ ​ 124.0 ​ ​ 2.5 ​ ​ 2.3 Amendments ​ ​ 0.3 ​ ​ 3.0 ​ ​ — ​ ​ — Actuarial gain ​ ​ ( 31.2 ) ​ ​ ( 265.5 ) ​ ​ ( 0.8 ) ​ ​ ( 6.3 ) Plan settlements ​ ​ ( 70.8 ) ​ ​ — ​ ​ — ​ ​ — Benefits paid ​ ​ ( 274.3 ) ​ ​ ( 199.3 ) ​ ​ ( 6.9 ) ​ ​ ( 7.3 ) Currency ​ ​ — ​ ​ ( 1.1 ) ​ ​ — ​ ​ ( 0.4 ) Benefit obligation at end of year ​ $ 2,574.7 ​ $ 2,800.2 ​ $ 48.1 ​ $ 53.2 Change in Plan Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value of plan assets at beginning of year ​ $ 2,948.5 ​ $ 3,294.7 ​ $ 3.5 ​ $ 3.4 Actual return on plan assets ​ ​ 118.4 ​ ​ ( 158.1 ) ​ ​ 0.2 ​ ​ 0.1 Employer contributions ​ ​ 12.2 ​ ​ 12.5 ​ ​ 6.9 ​ ​ 7.3 Plan settlements ​ ​ ( 65.9 ) ​ ​ — ​ ​ — ​ ​ — Benefits paid ​ ​ ( 274.3 ) ​ ​ ( 199.3 ) ​ ​ ( 6.9 ) ​ ​ ( 7.3 ) Currency ​ ​ — ​ ​ ( 1.3 ) ​ ​ — ​ ​ — Fair value of plan assets at end of year ​ $ 2,738.9 ​ $ 2,948.5 ​ $ 3.7 ​ $ 3.5 ​ The $ 31.2 million actuarial gain reducing our projected benefit obligation at the end of fiscal 2024 is principally related to the increase in the discount rate from 5.50 % to 5.58 %. The funded status and amounts recognized in our Consolidated Balance Sheets at May 26, 2024 and May 28, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2024 2023 2024 2023 Funded Status ​ $ 164.2 ​ $ 148.3 ​ $ ( 44.4 ) ​ $ ( 49.7 ) Amounts Recognized in Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other assets ​ $ 260.1 ​ $ 249.9 ​ $ 3.5 ​ $ 3.3 Other accrued liabilities ​ ​ ( 9.3 ) ​ ​ ( 9.7 ) ​ ​ ( 6.5 ) ​ ​ ( 7.2 ) Other noncurrent liabilities ​ ​ ( 86.6 ) ​ ​ ( 91.9 ) ​ ​ ( 41.4 ) ​ ​ ( 45.8 ) Net Amount Recognized ​ $ 164.2 ​ $ 148.3 ​ $ ( 44.4 ) ​ $ ( 49.7 ) Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Actuarial net loss (gain) ​ $ 8.3 ​ $ 8.1 ​ $ ( 42.7 ) ​ $ ( 46.5 ) Net prior service cost (benefit) ​ ​ 6.2 ​ ​ 9.6 ​ ​ ( 7.5 ) ​ ​ ( 9.2 ) Total ​ $ 14.5 ​ $ 17.7 ​ $ ( 50.2 ) ​ $ ( 55.7 ) Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 26, 2024 and May 28, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rate ​ ​ 5.58 % ​ ​ 5.50 % ​ ​ 5.41 % ​ ​ 5.37 % Long-term rate of compensation increase ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ The accumulated benefit obligation for all defined benefit pension plans was $ 2.57 billion and $ 2.80 billion at May 26, 2024 and May 28, 2023, respectively. 68 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) The projected benefit obligation and accumulated benefit obligation for pension plans with accumulated benefit obligations in excess of plan assets at May 26, 2024 and May 28, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Projected benefit obligation ​ $ 95.9 ​ $ 101.6 Accumulated benefit obligation ​ ​ 95.9 ​ ​ 101.6 ​ Components of pension and postretirement plan costs included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2024 2023 2022 2024 2023 2022 Service cost ​ $ 5.8 ​ $ 6.5 ​ $ 8.7 ​ $ 0.1 ​ $ 0.1 ​ $ 0.2 Interest cost ​ ​ 144.7 ​ ​ 124.0 ​ ​ 83.3 ​ ​ 2.5 ​ ​ 2.3 ​ ​ 1.3 Expected return on plan assets ​ ​ ( 141.3 ) ​ ​ ( 145.9 ) ​ ​ ( 145.4 ) ​ ​ — ​ ​ — ​ ​ — Amortization of prior service cost (benefit) ​ ​ 1.6 ​ ​ 1.4 ​ ​ 1.9 ​ ​ ( 1.7 ) ​ ​ ( 1.7 ) ​ ​ ( 2.0 ) Recognized net actuarial loss (gain) ​ ​ ( 12.5 ) ​ ​ 0.1 ​ ​ ( 2.9 ) ​ ​ ( 4.7 ) ​ ​ ( 4.4 ) ​ ​ ( 3.5 ) Settlement loss ​ ​ 1.1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Pension and postretirement cost (benefit) — Company plans ​ ​ ( 0.6 ) ​ ​ ( 13.9 ) ​ ​ ( 54.4 ) ​ ​ ( 3.8 ) ​ ​ ( 3.7 ) ​ ​ ( 4.0 ) Pension cost (benefit) — multi-employer plans ​ ​ 9.0 ​ ​ 9.2 ​ ​ 8.1 ​ ​ — ​ ​ — ​ ​ — Total pension and postretirement cost (benefit) ​ $ 8.4 ​ $ ( 4.7 ) ​ $ ( 46.3 ) ​ $ ( 3.8 ) ​ $ ( 3.7 ) ​ $ ( 4.0 ) ​ In fiscal 2024, 2023, and 2022, the Company recorded a gain of $ 12.5 million, charges of $ 0.1 million, and a gain of $ 2.9 million, respectively, reflecting the year-end write-off of actuarial gains and losses in excess of 10 % of our pension liability. Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2024 2023 2024 2023 Net actuarial gain (loss) ​ $ 13.3 ​ $ ( 38.4 ) ​ $ 0.9 ​ $ 6.3 Amendments ​ ​ ( 0.3 ) ​ ​ ( 3.0 ) ​ ​ — ​ ​ — Amortization of prior service cost (benefit) ​ ​ 1.6 ​ ​ 1.4 ​ ​ ( 1.7 ) ​ ​ ( 1.7 ) Settlement loss ​ ​ 1.1 ​ ​ — ​ ​ — ​ ​ — Recognized net actuarial gain ​ ​ ( 12.5 ) ​ ​ — ​ ​ ( 4.7 ) ​ ​ ( 4.4 ) Currency ​ ​ — ​ ​ 0.1 ​ ​ — ​ ​ — Net amount recognized ​ $ 3.2 ​ $ ( 39.9 ) ​ $ ( 5.5 ) ​ $ 0.2 ​ Weighted-Average Actuarial Assumptions Used to Determine Net Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Plans ​ Postretirement Plans ​ 2024 2023 2022 2024 2023 2022 Discount rate - interest cost ​ ​ 5.41 % ​ ​ 4.09 % ​ ​ 2.29 % ​ ​ 5.36 % ​ ​ 3.83 % ​ ​ 1.69 % Discount rate - service cost ​ ​ 5.60 % ​ ​ 4.74 % ​ ​ 3.50 % ​ ​ 5.31 % ​ ​ 4.60 % ​ ​ 3.55 % Long-term rate of return on plan assets ​ ​ 5.00 % ​ ​ 4.56 % ​ ​ 3.87 % ​ ​ N/A ​ ​ N/A ​ ​ N/A Long-term rate of compensation increase ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ ​ N/A ​ The Company uses a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost. We amortize prior service cost for our pension and postretirement plans, as well as amortizable gains and losses for our postretirement plans, in equal annual amounts over the average expected future period of vested service. For plans with no active participants, average life expectancy is used instead of average expected useful service. 69 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Plan Assets The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 19, as of May 26, 2024, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Cash and cash equivalents ​ $ 2.2 ​ $ 75.3 ​ $ — ​ $ 77.5 Equity securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. equity securities ​ ​ 71.0 ​ ​ 24.0 ​ ​ — ​ ​ 95.0 International equity securities ​ ​ 34.8 ​ ​ — ​ ​ — ​ ​ 34.8 Fixed income securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Government bonds ​ ​ — ​ ​ 508.1 ​ ​ — ​ ​ 508.1 Corporate bonds ​ ​ — ​ ​ 1,797.6 ​ ​ — ​ ​ 1,797.6 Mortgage-backed bonds ​ ​ — ​ ​ 53.3 ​ ​ — ​ ​ 53.3 Net receivables for unsettled transactions ​ ​ ( 20.6 ) ​ ​ — ​ ​ — ​ ​ ( 20.6 ) Fair value measurement of pension plan assets in the fair value hierarchy ​ $ 87.4 ​ $ 2,458.3 ​ $ — ​ $ 2,545.7 Investments measured at net asset value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 193.2 Total pension plan assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,738.9 ​ The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 19, as of May 28, 2023, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Cash and cash equivalents ​ $ 5.7 ​ $ 152.6 ​ $ — ​ $ 158.3 Equity securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. equity securities ​ ​ 59.0 ​ ​ 19.5 ​ ​ — ​ ​ 78.5 International equity securities ​ ​ 34.4 ​ ​ — ​ ​ — ​ ​ 34.4 Fixed income securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Government bonds ​ ​ — ​ ​ 562.2 ​ ​ — ​ ​ 562.2 Corporate bonds ​ ​ — ​ ​ 1,878.1 ​ ​ — ​ ​ 1,878.1 Mortgage-backed bonds ​ ​ — ​ ​ 22.0 ​ ​ — ​ ​ 22.0 Net payables for unsettled transactions ​ ​ 2.6 ​ ​ — ​ ​ — ​ ​ 2.6 Fair value measurement of pension plan assets in the fair value hierarchy ​ $ 101.7 ​ $ 2,634.4 ​ $ — ​ $ 2,736.1 Investments measured at net asset value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 212.4 Total pension plan assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,948.5 ​ Level 1 assets are valued based on quoted prices in active markets for identical securities. The majority of the Level 1 assets listed above include the common stock of both U.S. and international companies, mutual funds, and master limited partnership units, all of which are actively traded and priced in the market. Level 2 assets are valued based on other significant observable inputs including quoted prices for similar securities, yield curves, indices, etc. Level 2 assets consist primarily of individual fixed income securities where values are based on quoted prices of similar securities and observable market data. Level 3 assets consist of investments where active market pricing is not readily available and, as such, fair value is estimated using significant unobservable inputs. Certain assets that are measured at fair value using the NAV (net asset value) per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. Such investments are generally considered long-term in nature with varying redemption availability. For certain of these investments, with a fair value of approximately $ 22.1 million as of May 26, 2024, the asset 70 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) managers have the ability to impose customary redemption gates which may further restrict or limit the redemption of invested funds therein. As of May 26, 2024, no such gates were imposed. As of May 26, 2024, we have unfunded commitments for additional investments of $ 33.1 million in private equity funds and $ 10.1 million in natural resources funds. We expect unfunded commitments to be funded from plan assets rather than the general assets of the Company. To develop the expected long-term rate of return on plan assets assumption for the pension plans, we consider the current asset allocation strategy, the historical investment performance, and the expectations for future returns of each asset class. Our pension plan weighted-average asset allocations by asset category were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 26, 2024 ​ ​ May 28, 2023 Equity securities ​ ​ 5 % ​ ​ 4 % Debt securities ​ ​ 86 % ​ ​ 84 % Real estate funds ​ ​ 1 % ​ ​ 1 % Private equity ​ ​ 4 % ​ ​ 4 % Other ​ ​ 4 % ​ ​ 7 % Total ​ ​ 100 % ​ ​ 100 % ​ The Company’s pension asset strategy is designed to align our pension plan assets with our projected benefit obligation to reduce volatility by targeting an investment strategy of approximately 90 % in fixed-income securities and approximately 10 % in return seeking assets, primarily equity securities, real estate, and private assets. Assumed health care cost trend rates have a significant effect on the benefit obligation of the postretirement plans. ​ ​ ​ ​ ​ ​ ​ ​ Assumed Health Care Cost Trend Rates at: ​ May 26, 2024 ​ May 28, 2023 Initial health care cost trend rate ​ ​ 6.67 % ​ ​ 6.92 % Ultimate health care cost trend rate ​ ​ 4.42 % ​ ​ 4.43 % Year that the rate reaches the ultimate trend rate ​ ​ 2033 ​ ​ 2034 ​ We currently anticipate making contributions of approximately $ 11.7 million to our pension plans in fiscal 2025. We anticipate making contributions of $ 6.6 million to our other postretirement plans in fiscal 2025. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change. The following table presents estimated future gross benefit payments for our plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension ​ Postretirement ​ Plans Plans 2025 ​ $ 199.2 ​ $ 6.6 2026 ​ ​ 198.9 ​ ​ 6.1 2027 ​ ​ 199.4 ​ ​ 5.6 2028 ​ ​ 199.2 ​ ​ 5.1 2029 ​ ​ 198.6 ​ ​ 4.7 Succeeding 5 years ​ ​ 965.6 ​ ​ 18.1 ​ 71 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Multiemployer Pension Plans The Company contributes to several multiemployer defined benefit pension plans under collective bargaining agreements that cover certain units of its union-represented employees. The risks of participating in such plans are different from the risks of single-employer plans, in the following respects: a. Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. b. If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. c. If the Company ceases to have an obligation to contribute to a multiemployer plan in which it had been a contributing employer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of the Company’s participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability. The Company’s participation in multiemployer plans for the fiscal year ended May 26, 2024 is outlined in the table below. For each plan that is individually significant to the Company the following information is provided: ● The “EIN / PN” column provides the Employer Identification Number and the three-digit plan number assigned to a plan by the IRS. ● The most recent Pension Protection Act Zone Status available for 2023 and 2022 is for plan years that ended in calendar years 2023 and 2022, respectively. The zone status is based on information provided to the Company by each plan. A plan in the “red” zone has been determined to be in “critical status”, based on criteria established under the Internal Revenue Code (“Code”), and is generally less than 65 % funded. A plan in the “yellow” zone has been determined to be in “endangered status”, based on criteria established under the Code, and is generally less than 80 % funded. A plan in the “green” zone has been determined to be neither in “critical status” nor in “endangered status”, and is generally at least 80 % funded. ● The “FIP/RP Status Pending/Implemented” column indicates whether a Funding Improvement Plan, as required under the Code to be adopted by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented by the plan as of the end of the plan year that ended in calendar year 2023. ● Contributions by the Company are the amounts contributed in the Company’s fiscal periods ending in the specified year. ● The “Surcharge Imposed” column indicates whether the Company contribution rate for its fiscal year that ended on May 26, 2024 included an amount in addition to the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status”, in accordance with the requirements of the Code. ● The last column lists the expiration dates of the collective bargaining agreements pursuant to which the Company contributes to the plans. 72 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) For plans that are not individually significant to Conagra Brands the total amount of contributions is presented in the aggregate. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expiration ​ ​ ​ ​ ​ ​ Pension Protection ​ ​ FIP / ​ ​ Contributions by the ​ ​ ​ ​ ​ Dates of ​ ​ ​ ​ ​ ​ Act Zone Status ​ ​ RP Status ​ ​ Company (millions) ​ ​ ​ ​ ​ Collective ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pending / ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Surcharge ​ ​ Bargaining Pension Fund EIN / PN 2023 2022 Implemented FY24 FY23 FY22 Imposed Agreements Central States, Southeast and Southwest Areas Pension Fund ​ ​ 36-6044243/ 001 ​ ​ Red, Critical and Declining ​ ​ Red, Critical and Declining ​ ​ RP Implemented ​ ​ ​ 2.4 ​ ​ ​ 2.6 ​ ​ ​ 2.5 ​ ​ No ​ ​ 5/31/2025 Western Conference of Teamsters Pension Plan ​ ​ 91-6145047/ 001 ​ ​ Green ​ ​ Green ​ ​ N/A ​ ​ ​ 4.3 ​ ​ ​ 4.4 ​ ​ ​ 3.8 ​ ​ No ​ ​ 4/30/2025 Other Plans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.3 ​ ​ ​ 2.2 ​ ​ ​ 1.8 ​ ​ ​ ​ ​ ​ Total Contributions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 9.0 ​ ​ $ 9.2 ​ ​ $ 8.1 ​ ​ ​ ​ ​ ​ ​ The Company was not listed in the Forms 5500 filed by any of the other plans or for any of the other years as providing more than 5 % of the plan’s total contributions. At the date our financial statements were issued, Forms 5500 were not available for plan years ending in calendar year 2023. Certain employees are covered under defined contribution plans. The expense related to these plans was $ 62.3 million, $ 59.4 million, and $ 57.9 million in fiscal 2024, 2023, and 2022, respectively. 19. FAIR VALUE MEASUREMENTS Financial Accounting Standards Board guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities, Level 2 — Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, and Level 3 — Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. The fair values of our Level 2 derivative instruments were determined using valuation models that use market observable inputs including both forward and spot prices for currencies and commodities. Derivative assets and liabilities included in Level 2 primarily represent commodity and foreign currency option and forward contracts. 73 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 26, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ 2.3 ​ $ 0.7 ​ $ — ​ $ 3.0 Deferred compensation assets ​ ​ 6.3 ​ ​ — ​ ​ — ​ ​ 6.3 Available-for-sale debt securities ​ ​ — ​ ​ — ​ ​ 2.9 ​ ​ 2.9 Total assets ​ $ 8.6 ​ $ 0.7 ​ $ 2.9 ​ $ 12.2 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 3.6 ​ $ — ​ $ 3.6 Deferred compensation liabilities ​ ​ 70.4 ​ ​ — ​ ​ — ​ ​ 70.4 Total liabilities ​ $ 70.4 ​ $ 3.6 ​ $ — ​ $ 74.0 ​ The following table presents our financial assets and liabilities measured at fair value on a recurring basis, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of May 28, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets ​ $ 9.4 ​ $ 0.6 ​ $ — ​ $ 10.0 Deferred compensation assets ​ ​ 7.1 ​ ​ — ​ ​ — ​ ​ 7.1 Available-for-sale debt securities ​ ​ — ​ ​ — ​ ​ 4.0 ​ ​ 4.0 Total assets ​ $ 16.5 ​ $ 0.6 ​ $ 4.0 ​ $ 21.1 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities ​ $ — ​ $ 3.6 ​ $ — ​ $ 3.6 Deferred compensation liabilities ​ ​ 67.0 ​ ​ — ​ ​ — ​ ​ 67.0 Total liabilities ​ $ 67.0 ​ $ 3.6 ​ $ — ​ $ 70.6 ​ Nonrecurring Fair Value Measurements Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and equity investments are measured at fair value on a nonrecurring basis using Level 3 inputs. Impairment of Assets Held for Sale In fiscal 2024, we recognized impairment charges totaling $ 36.4 million in our International segment. The impairment was measured based upon the estimated sales price of the disposal group (see Note 6). During fiscal 2023, we recognized impairment charges totaling $ 0.5 million in our Grocery & Snacks segment, $ 5.7 million in our Refrigerated & Frozen segment, and $ 20.5 million in our Foodservice segment. During fiscal 2022, we recognized impairment charges totaling $ 26.3 million in our Grocery & Snacks segment, $ 28.9 million in our Refrigerated & Frozen segment, and $ 14.9 million in our Foodservice segment. The impairments were measured based upon the estimated sales price of a disposal group that no longer met the held for sale criteria as of fiscal 2023. Impairment of Goodwill and Intangible Assets We recognized charges for the impairment of certain indefinite-lived brands in fiscal 2024, 2023, and 2022. The fair values of these brands were estimated using the “relief from royalty” method (see Note 8). Impairments in our Grocery & Snacks segment totaled $ 77.6 million, $ 78.9 million, and $ 90.7 million for fiscal 2024, 2023, and 2022, respectively. Impairments in our Refrigerated & Frozen segment totaled $ 352.6 million, $ 496.6 million, and $ 103.9 million for fiscal 2024, 2023, and 2022, respectively. Impairments in our International segment totaled $ 13.7 million and $ 14.4 million for fiscal 2023 and 2022, respectively. 74 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) During fiscal 2024 and 2023, goodwill impairment charges totaling $ 526.5 million and $ 141.7 million, respectively, were recognized within our Refrigerated & Frozen segment. The fair value of the goodwill was measured using a guideline public company method and discounted cash flow valuation method specific to the Sides, Components, Enhancers reporting unit (see Note 8). Other Asset Impairments In fiscal 2024, we recognized charges for the impairment of certain long-lived assets based upon a discounted cash flow valuation model and included in restructuring activities (see Note 2). Impairments totaled $ 0.6 million in our Grocery & Snacks segment, $ 17.7 million in our Refrigerated & Frozen segment, and $ 14.1 million in our International segment. The majority of these impairment charges were based upon management’s decision to exit certain manufacturing facilities in fiscal 2024, which reduced the future expected cash flows to be generated at these facilities. Long-Term Debt Fair Value The carrying amount of long-term debt (including current installments) was $ 7.51 billion as of May 26, 2024 and $ 8.60 billion as of May 28, 2023. Based on current market rates, the fair value of this debt (Level 2 liabilities) at May 26, 2024 and May 28, 2023 was estimated at $ 7.26 billion and $ 8.31 billion, respectively. 20. BUSINESS SEGMENTS AND RELATED INFORMATION We reflect our results of operations in four reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, and Foodservice. The Grocery & Snacks reporting segment principally includes branded, shelf-stable food products sold in various retail channels in the United States. The Refrigerated & Frozen reporting segment includes branded, temperature-controlled food products sold in various retail channels in the United States. The International reporting segment principally includes branded food products, in various temperature states, sold in various retail and foodservice channels outside of the United States. The Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces, and a variety of custom-manufactured culinary products packaged for sale to restaurants and other foodservice establishments primarily in the United States. We do not aggregate operating segments when determining our reporting segments. 75 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Operating profit for each of the segments is based on net sales less all identifiable operating expenses. General corporate expense, pension and postretirement non-service income, interest expense, net, income taxes, and equity method investment earnings have been excluded from segment operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ $ 4,958.7 ​ $ 4,981.9 ​ $ 4,697.4 Refrigerated & Frozen ​ ​ 4,865.5 ​ ​ 5,156.2 ​ ​ 4,859.3 International ​ ​ 1,078.3 ​ ​ 1,002.5 ​ ​ 970.8 Foodservice ​ ​ 1,148.4 ​ ​ 1,136.4 ​ ​ 1,008.4 Total net sales ​ $ 12,050.9 ​ $ 12,277.0 ​ $ 11,535.9 Operating profit (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ Grocery & Snacks ​ $ 1,012.4 ​ $ 1,002.8 ​ $ 859.5 Refrigerated & Frozen ​ ​ ( 92.5 ) ​ ​ 255.0 ​ ​ 561.1 International ​ ​ 97.9 ​ ​ 121.4 ​ ​ 106.7 Foodservice ​ ​ 157.2 ​ ​ 85.0 ​ ​ 60.3 Total operating profit ​ $ 1,175.0 ​ $ 1,464.2 ​ $ 1,587.6 Equity method investment earnings ​ ​ 177.6 ​ ​ 212.0 ​ ​ 145.3 General corporate expenses ​ ​ 322.2 ​ ​ 388.9 ​ ​ 241.6 Pension and postretirement non-service income ​ ​ 10.3 ​ ​ 24.2 ​ ​ 67.3 Interest expense, net ​ ​ 430.5 ​ ​ 409.6 ​ ​ 379.9 Income tax expense ​ ​ 262.5 ​ ​ 218.7 ​ ​ 290.5 Net income ​ $ 347.7 ​ $ 683.2 ​ $ 888.2 Less: Net income attributable to noncontrolling interests ​ ​ 0.5 ​ ​ ( 0.4 ) ​ ​ — Net income attributable to Conagra Brands, Inc. ​ $ 347.2 ​ $ 683.6 ​ $ 888.2 ​ The following table presents further disaggregation of our net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Frozen ​ $ 4,061.2 ​ $ 4,288.1 ​ $ 4,091.1 Staples ​ ​ ​ ​ ​ ​ ​ ​ ​ Other shelf-stable ​ ​ 2,834.1 ​ ​ 2,851.9 ​ ​ 2,729.5 Refrigerated ​ ​ 804.3 ​ ​ 868.1 ​ ​ 768.2 Snacks ​ ​ 2,124.6 ​ ​ 2,130.0 ​ ​ 1,967.9 International ​ ​ 1,078.3 ​ ​ 1,002.5 ​ ​ 970.8 Foodservice ​ ​ 1,148.4 ​ ​ 1,136.4 ​ ​ 1,008.4 Total net sales ​ $ 12,050.9 ​ $ 12,277.0 ​ $ 11,535.9 ​ To be consistent with how we present certain disaggregated net sales information to investors, we have categorized certain net sales of our segments as “Staples”, which includes all of our U.S. domestic retail refrigerated products and other shelf-stable grocery products. Management continues to regularly review financial results and make decisions about allocating resources based upon the four reporting segments outlined above. Assets by Segment The majority of our manufacturing assets are shared across multiple reporting segments. Output from these facilities used by each reporting segment can change over time. Also, working capital balances are not tracked by reporting segment. Therefore, it is impracticable to allocate those assets to the reporting segments, as well as disclose total assets by segment. Total depreciation expense for fiscal 2024, 2023, and 2022 was $ 347.3 million, $ 313.1 million, and $ 316.1 million, respectively. 76 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Other Information Our operations are principally in the United States. With respect to operations outside of the United States, no single foreign country or geographic region was significant with respect to consolidated operations for fiscal 2024, 2023, and 2022. Foreign net sales, including sales by domestic segments to customers located outside of the United States, were approximately $ 1.11 billion, $ 1.04 billion, and $ 1.00 billion in fiscal 2024, 2023, and 2022, respectively. Our long-lived assets located outside of the United States are not significant. Our largest customer, Walmart, Inc. and its affiliates, accounted for approximately 28 % of consolidated net sales for fiscal 2024 and 2023, and 27 % for fiscal 2022, significantly impacting the Grocery & Snacks and Refrigerated & Frozen segments. Walmart, Inc. and its affiliates accounted for approximately 32 % and 29 % of consolidated net receivables as of May 26, 2024 and May 28, 2023, respectively. ​ ​ 21. SUBSEQUENT EVENTS Subsequent to the end of fiscal 2024, we entered into a definitive agreement to acquire the manufacturing operations of an existing co-manufacturer of our cooking spray products. The initial cash consideration transferred was $ 46 million, which is subject to certain working capital adjustments. We also paid an additional $ 14 million to satisfy pre-existing liabilities mostly related to certain equipment finance leases. The business will be primarily included in the Grocery & Snacks segment. The transaction closed on July 1, 2024. ​ 77 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Conagra Brands, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Conagra Brands, Inc. and subsidiaries (the Company) as of May 26, 2024 and May 28 ,2023, the related consolidated statements of earnings, comprehensive income, common stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended May 26, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of May 26, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 26, 2024 and May 28, 2023, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended May 26, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 26, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention 78 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the recoverability of the carrying value of the Birds Eye indefinite-lived intangible asset and goodwill assigned to the Sides, Components, Enhancers reporting unit As discussed in Notes 1 and 8 to the consolidated financial statements, indefinite-lived intangible assets (consisting primarily of brand names and trademarks) and goodwill as of May 26, 2024, excluding amounts classified as held for sale (see Note 6), were $2.03 billion and $10.58 billion, respectively. For the fiscal year ended May 26, 2024, the Company recorded impairment charges totaling $430.2 million and $526.5 million on indefinite-lived intangible assets and goodwill, respectively. In assessing indefinite-lived intangible assets and goodwill for impairment, the Company performs either a qualitative or quantitative assessment at least annually or whenever circumstances indicate a potential impairment exists. On the annual impairment assessment date, the Company estimated the fair value of its Birds Eye indefinite-lived intangible asset by using a discounted cash flow method that incorporates an estimated royalty rate that would be charged to a third party for the use of the brand. The Company estimated the fair value of its Sides, Components, Enhancers reporting unit by using a combination of a discounted cash flow method and guideline public company method. Impairment charges are recorded for any intangible assets or goodwill with carrying values in excess of their respective estimated fair values. We identified the evaluation of the recoverability of the carrying value of the Birds Eye indefinite-lived intangible asset and the goodwill assigned to the Sides, Components, Enhancers reporting unit as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate certain assumptions used in determining the fair value of these assets. These assumptions included the forecasted revenue growth rates including the terminal growth rates and forecasted margins, royalty rate, discount rates, and the earnings before interest, taxes, depreciation, and amortization (EBITDA) market multiple. Changes to these assumptions could have had a significant effect on the Company’s assessment of the carrying value of the Birds Eye indefinite-lived intangible asset and the goodwill assigned to the Sides, Components, Enhancers reporting unit. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the quantitative impairment assessments, including controls over the development of the assumptions described above. To assess the Company’s ability to forecast, we compared historical forecasts to actual results. We evaluated the forecasted revenue growth rates including the terminal growth rates and forecasted margins, which were also used to support the royalty rate used in the indefinite-lived asset impairment testing, by considering current and past performance, as well as external market and industry outlook data. We also involved valuation professionals with specialized skills and knowledge, who assisted in: ● evaluating the terminal growth rates by comparing them to publicly available market data ; ● evaluating the royalty rate by determining that the selected royalty rate is supported by the associated brand name’s margin ; ● assessing the discount rates by comparing the Company’s inputs to the discount rates to publicly available data for comparable entities ; 79 Table of Contents Notes to Consolidated Financial Statements Fiscal Years Ended May 26, 2024, May 28, 2023, and May 29, 2022 (columnar dollars in millions except per share amounts) ● evaluating the EBITDA market multiple by comparing to an EBITDA market multiple range developed using publicly available market data for comparable entities; and ● testing the estimated fair values of the Birds Eye indefinite-lived intangible asset and the Sides, Components, Enhancers reporting unit using the Company’s assumptions and comparing the results to the Company’s fair value estimate . /s/ KPMG LLP We have served as the Company’s auditor since 2005. Omaha, Nebraska July 11, 2024 ​ ​ 80 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.