Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
Conagra Brands, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(in millions except per share amounts)
(unaudited)
Thirteen weeks ended
August 30,
2020
August 25,
2019
Net sales
$
2,678.9
$
2,390.7
Costs and expenses:
Cost of goods sold
1,868.7
1,726.2
Selling, general and administrative expenses
300.3
400.8
Pension and postretirement non-service income
( 13.8
)
( 9.5
)
Interest expense, net
113.7
122.7
Income before income taxes and equity method investment earnings
410.0
150.5
Income tax expense (benefit)
86.7
( 11.5
)
Equity method investment earnings
6.5
12.3
Net income
$
329.8
$
174.3
Less: Net income attributable to noncontrolling interests
0.8
0.5
Net income attributable to Conagra Brands, Inc.
$
329.0
$
173.8
Earnings per share — basic
Net income attributable to Conagra Brands, Inc. common stockholders
$
0.67
$
0.36
Earnings per share — diluted
Net income attributable to Conagra Brands, Inc. common stockholders
$
0.67
$
0.36
See Notes to the Condensed Consolidated Financial Statements.
1
Conagra Brands, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(in millions)
(unaudited)
Thirteen weeks ended
August 30, 2020
August 25, 2019
Pre-Tax
Amount
Tax
(Expense)
Benefit
After-
Tax
Amount
Pre-Tax
Amount
Tax
(Expense)
Benefit
After-
Tax
Amount
Net income
$
416.5
$
( 86.7
)
$
329.8
$
162.8
$
11.5
$
174.3
Other comprehensive income:
Derivative adjustments:
Unrealized derivative adjustments
( 0.6
)
0.1
( 0.5
)
( 1.6
)
0.4
( 1.2
)
Reclassification for derivative adjustments included in net income
( 0.9
)
0.2
( 0.7
)
( 0.8
)
0.2
( 0.6
)
Unrealized currency translation gains (losses)
18.0
( 0.5
)
17.5
( 12.2
)
0.6
( 11.6
)
Pension and post-employment benefit obligations:
Unrealized pension and post-employment benefit obligations
0.4
( 0.1
)
0.3
( 14.8
)
3.7
( 11.1
)
Reclassification for pension and post-employment benefit obligations included in net income
( 0.8
)
0.2
( 0.6
)
( 0.4
)
0.1
( 0.3
)
Comprehensive income
432.6
( 86.8
)
345.8
133.0
16.5
149.5
Comprehensive income (loss) attributable to noncontrolling interests
3.3
( 0.3
)
3.0
( 2.0
)
( 0.2
)
( 2.2
)
Comprehensive income attributable to Conagra Brands, Inc.
$
429.3
$
( 86.5
)
$
342.8
$
135.0
$
16.7
$
151.7
See Notes to the Condensed Consolidated Financial Statements.
2
Conagra Brands, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions except share data)
(unaudited)
August 30,
2020
May 31,
2020
ASSETS
Current assets
Cash and cash equivalents
$
438.2
$
553.3
Receivables, less allowance for doubtful accounts of $ 2.5 and $ 2.6
807.8
860.8
Inventories
1,579.6
1,376.6
Prepaid expenses and other current assets
108.4
93.9
Current assets held for sale
1.1
1.3
Total current assets
2,935.1
2,885.9
Property, plant and equipment
5,310.8
5,189.9
Less accumulated depreciation
( 2,880.1
)
( 2,800.3
)
Property, plant and equipment, net
2,430.7
2,389.6
Goodwill
11,439.6
11,433.9
Brands, trademarks and other intangibles, net
4,302.9
4,315.5
Other assets
1,263.3
1,273.4
Noncurrent assets held for sale
5.7
5.7
$
22,377.3
$
22,304.0
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable
$
0.6
$
1.1
Current installments of long-term debt
718.6
845.5
Accounts payable
1,523.3
1,525.6
Accrued payroll
110.4
189.4
Other accrued liabilities
749.0
725.8
Total current liabilities
3,101.9
3,287.4
Senior long-term debt, excluding current installments
8,897.6
8,900.8
Other noncurrent liabilities
2,178.8
2,165.1
Total liabilities
14,178.3
14,353.3
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
2,297.8
2,323.2
Retained earnings
5,694.6
5,471.2
Accumulated other comprehensive loss
( 95.8
)
( 109.6
)
Less treasury stock, at cost, 95,701,156 and 97,057,311 common shares
( 2,696.4
)
( 2,729.9
)
Total Conagra Brands, Inc. common stockholders' equity
8,121.4
7,876.1
Noncontrolling interests
77.6
74.6
Total stockholders' equity
8,199.0
7,950.7
$
22,377.3
$
22,304.0
See Notes to the Condensed Consolidated Financial Statements.
3
Conagra Brands, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
Thirteen weeks ended
August 30,
2020
August 25,
2019
Cash flows from operating activities:
Net income
$
329.8
$
174.3
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization
95.2
96.7
Asset impairment charges
3.4
67.0
Loss on divestiture
—
1.7
Distributions in excess of earnings of affiliates
4.0
0.2
Stock-settled share-based payments expense
16.5
10.2
Contributions to pension plans
( 5.9
)
( 3.4
)
Pension benefit
( 9.6
)
( 5.7
)
Other items
24.3
( 2.6
)
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions:
Receivables
52.4
41.7
Inventories
( 202.8
)
( 198.0
)
Deferred income taxes and income taxes payable, net
15.6
( 23.9
)
Prepaid expenses and other current assets
( 16.7
)
( 16.1
)
Accounts payable
20.8
94.3
Accrued payroll
( 79.1
)
( 77.6
)
Other accrued liabilities
36.6
48.2
Net cash flows from operating activities
284.5
207.0
Cash flows from investing activities:
Additions to property, plant and equipment
( 145.5
)
( 106.6
)
Sale of property, plant and equipment
0.6
1.0
Purchase of marketable securities
( 1.5
)
( 16.9
)
Sale of marketable securities
3.4
18.2
Other items
0.1
( 3.2
)
Net cash flows from investing activities
( 142.9
)
( 107.5
)
Cash flows from financing activities:
Net short-term borrowings
( 0.5
)
55.0
Repayment of long-term debt
( 133.4
)
( 205.8
)
Payment of intangible asset financing arrangement
( 12.9
)
( 13.6
)
Cash dividends paid
( 103.5
)
( 103.3
)
Exercise of stock options and issuance of other stock awards, including tax withholdings
( 9.3
)
( 3.1
)
Net cash flows from financing activities
( 259.6
)
( 270.8
)
Effect of exchange rate changes on cash and cash equivalents and restricted cash
2.9
( 0.6
)
Net change in cash and cash equivalents and restricted cash
( 115.1
)
( 171.9
)
Cash and cash equivalents and restricted cash at beginning of period
554.3
237.6
Cash and cash equivalents and restricted cash at end of period
$
439.2
$
65.7
See Notes to the Condensed Consolidated Financial Statements.
4
Conagra Brands, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(columnar dollars in millions except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited financial information reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented. The adjustments are of a normal recurring nature, except as otherwise noted. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in the Conagra Brands, Inc. (the "Company", "Conagra Brands", "we", "us", or "our") Annual Report on Form 10-K for the fiscal year ended May 31, 2020.
The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or the full fiscal year.
Basis of Consolidation — The Condensed Consolidated Financial Statements include the accounts of Conagra Brands and all majority-owned subsidiaries. All significant intercompany investments, accounts, and transactions have been eliminated.
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.
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 certain promotional trade costs therefore requires management judgment regarding the volume of 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.
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. For 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. When we determine that a foreign investment, as well as undistributed earnings, are no longer permanent in nature, estimated taxes will be provided for the related deferred tax liability (asset), if any, resulting from currency translation adjustments.
The following table details the accumulated balances for each component of other comprehensive income, net of tax:
August 30,
2020
May 31,
2020
Currency translation losses, net of reclassification adjustments
$
( 110.4
)
$
( 125.7
)
Derivative adjustments, net of reclassification adjustments
25.1
26.3
Pension and postretirement benefit obligations, net of reclassification adjustments
( 10.5
)
( 10.2
)
Accumulated other comprehensive loss
$
( 95.8
)
$
( 109.6
)
5
The following table summarizes the reclassifications from accumulated other comprehensive loss into income:
Thirteen weeks ended
Affected Line Item in the Condensed Consolidated
Statement of Earnings 1
August 30, 2020
August 25, 2019
Net derivative adjustments:
Cash flow hedges
$
( 0.9
)
$
( 0.8
)
Interest expense, net
( 0.9
)
( 0.8
)
Total before tax
0.2
0.2
Income tax expense
$
( 0.7
)
$
( 0.6
)
Net of tax
Pension and postretirement liabilities:
Net prior service cost
$
0.1
$
0.2
Pension and postretirement non-service income
Net actuarial gain
( 0.9
)
( 1.2
)
Pension and postretirement non-service income
Curtailment
—
0.6
Pension and postretirement non-service income
( 0.8
)
( 0.4
)
Total before tax
0.2
0.1
Income tax expense
$
( 0.6
)
$
( 0.3
)
Net of tax
1 Amounts in parentheses indicate income recognized in the Condensed Consolidated Statements of Earnings.
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.
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. generally accepted accounting principles ("U.S. GAAP") requires management to make certain estimates and assumptions. These estimates and assumptions affect reported amounts of assets, liabilities, revenues, and expenses as reflected in the Condensed Consolidated Financial Statements. Actual results could differ from these estimates.
Accounting Changes — In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments—Credit Losses ( Topic 326 ): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), to update the methodology used to measure current expected credit losses ("CECL"). This ASU applies to financial assets measured at amortized cost, including loans, net investments in leases, and trade accounts receivable as well as certain off-balance sheet credit exposures, such as loan commitments and guarantees. We adopted this ASU in the first quarter of fiscal 2021 using the modified retrospective transition method through a cumulative-effect adjustment to retained earnings in the period of adoption. The adoption of this ASU did not have a material impact to our consolidated financial statements and related disclosures.
2. DIVESTITURES AND ASSETS HELD FOR SALE
Divestitures
During the third quarter of fiscal 2020, we completed the sale of our Lender's ® bagel business for net proceeds of $ 33.3 million, including working capital adjustments. The business results were previously reported primarily in our Refrigerated & Frozen segment, and to a lesser extent within our Foodservice segment .
During the second quarter of fiscal 2020, we completed the sale of our Direct Store Delivery ("DSD") Snacks business for net proceeds of $ 137.5 million , including working capital adjustments. The business results were previously reported in our Grocery & Snacks segment. In connection with the sale of our DSD Snacks business, we recognized an impairment charge of $ 31.4 million within selling, general and administrative ("SG&A") expenses in the first quarter of fiscal 2020.
During the third quarter of fiscal 2020, we completed the sale of our peanut butter manufacturing facility in Streator, Illinois. The sale was part of a broader initiative to optimize the Company's peanut butter business, which also included the decision to exit the manufacture and sale of private label peanut butter. The business results were previously reported primarily in our Grocery & Snacks segment, and to a lesser extent within our Foodservice segment. We received net proceeds of $ 24.8 million, subject to final working
6
capital adjustments . In connection with this planned divestiture, we recognized an impairment charge of $ 11.9 million within SG&A expenses in the first quarter of fiscal 2020. Th is charge ha s been included in restructuring activities.
Other Assets Held for Sale
During the first quarter of fiscal 2021, we initiated a plan to sell our H.K. Anderson ® business, which is reflected primarily within our Grocery & Snacks segment, and to a lesser extent within our Foodservice segment. These assets have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for all period presented. Subsequent to the end of the first quarter of fiscal 2021, on September 28, 2020, we entered into a definitive agreement to sell this business. The purchase price under the agreement is $ 8.5 million in expected cash proceeds, subject to final working capital adjustments. The transaction is subject to customary closing conditions and is expected to be completed before the end of the calendar year.
In addition, we are actively marketing certain other assets. These assets have been reclassified as assets held for sale within our Condensed Consolidated Balance Sheets for all periods presented.
The assets classified as held for sale reflected in our Condensed Consolidated Balance Sheets were as follows:
August 30, 2020
May 31, 2020
Current assets
$
1.1
$
1.3
Noncurrent assets (including goodwill of $ 2.4 million)
5.7
5.7
3. RESTRUCTURING ACTIVITIES
Pinnacle Integration Restructuring Plan
In December 2018, our Board of Directors (the "Board") approved a restructuring and integration plan related to the ongoing integration of the operations of Pinnacle Foods Inc. ("Pinnacle"), which we acquired in October 2018 (the "Pinnacle Integration Restructuring Plan"), for the purpose of achieving significant cost synergies between the companies, as a result of which we expect to incur material charges for exit and disposal activities under U.S. GAAP. We expect to incur approximately $ 362.3 million of charges ($ 278.9 million of cash charges and $ 83.4 million of non-cash charges) for actions identified to date under the Pinnacle Integration Restructuring Plan. The Board and/or our senior management have authorized incurrence of these charges. In the first quarter of fiscal 2021 and 2020, we recognized charges of $ 8.6 million and $ 27.7 million, respectively, in connection with the Pinnacle Integration Restructuring Plan. We expect to incur costs related to the Pinnacle Integration Restructuring Plan through fiscal 2022.
We anticipate that we will recognize the following pre-tax expenses in association with the Pinnacle Integration Restructuring Plan (amounts include charges recognized from plan inception through the first quarter of fiscal 2021):
Grocery & Snacks
Refrigerated & Frozen
International
Corporate
Total
Accelerated depreciation
$
9.9
$
5.7
$
—
$
—
$
15.6
Other cost of goods sold
7.7
9.2
0.7
—
17.6
Total cost of goods sold
17.6
14.9
0.7
—
33.2
Severance and related costs
—
4.4
1.5
114.3
120.2
Asset impairment (net of gains on disposal)
36.2
3.8
—
2.6
42.6
Accelerated depreciation
—
—
—
7.4
7.4
Contract/lease termination
1.4
4.7
0.8
15.9
22.8
Consulting/professional fees
0.5
—
0.8
95.7
97.0
Other selling, general and administrative expenses
10.0
2.1
0.3
26.7
39.1
Total selling, general and administrative expenses
48.1
15.0
3.4
262.6
329.1
Consolidated total
$
65.7
$
29.9
$
4.1
$
262.6
$
362.3
7
During the first quarter of fiscal 2021 , we recognized the following pre-tax expenses for the Pinnacle Integration Restructuring Plan:
Grocery & Snacks
Refrigerated & Frozen
Corporate
Total
Accelerated depreciation
$
—
$
0.6
$
—
$
0.6
Other cost of goods sold
0.5
—
—
0.5
Total cost of goods sold
0.5
0.6
—
1.1
Severance and related costs
—
0.1
( 0.8
)
( 0.7
)
Asset impairment (net of gains on disposal)
—
—
( 0.3
)
( 0.3
)
Contract/lease termination
—
—
0.2
0.2
Consulting/professional fees
0.3
—
6.2
6.5
Other selling, general and administrative expenses
0.1
1.0
0.7
1.8
Total selling, general and administrative expenses
0.4
1.1
6.0
7.5
Consolidated total
$
0.9
$
1.7
$
6.0
$
8.6
Included in the above results are $ 8.3 million of charges that have resulted or will result in cash outflows and $ 0.3 million in non-cash charges.
We recognized the following cumulative (plan inception to August 30, 2020) pre-tax expenses for the Pinnacle Integration Restructuring Plan related to our continuing operations in our Condensed Consolidated Statement of Operations:
Grocery & Snacks
Refrigerated & Frozen
International
Corporate
Total
Accelerated depreciation
$
0.6
$
2.7
$
—
$
—
$
3.3
Other cost of goods sold
2.3
1.5
0.7
—
4.5
Total cost of goods sold
2.9
4.2
0.7
—
7.8
Severance and related costs
—
4.4
1.5
114.3
120.2
Asset impairment (net of gains on disposal)
0.2
3.8
—
2.6
6.6
Accelerated depreciation
—
—
—
7.4
7.4
Contract/lease termination
—
—
0.8
15.3
16.1
Consulting/professional fees
0.5
—
0.8
73.5
74.8
Other selling, general and administrative expenses
0.1
1.1
0.3
16.2
17.7
Total selling, general and administrative expenses
0.8
9.3
3.4
229.3
242.8
Consolidated total
$
3.7
$
13.5
$
4.1
$
229.3
$
250.6
Included in the above results are $ 220.7 million of charges that have resulted or will result in cash outflows and $ 29.9 million in non-cash charges.
Liabilities recorded for the Pinnacle Integration Restructuring Plan and changes therein for the first quarter of fiscal 2021 were as follows:
Balance at
May 31,
2020
Costs Incurred
and Charged
to Expense
Costs Paid
or Otherwise
Settled
Changes in
Estimates
Balance at
August 30,
2020
Severance and related costs
$
23.6
$
0.1
$
( 5.3
)
$
( 0.8
)
$
17.6
Contract termination
0.5
0.2
( 0.2
)
—
0.5
Consulting/professional fees
7.5
6.5
( 8.1
)
—
5.9
Other costs
—
2.3
( 2.3
)
—
—
Total
$
31.6
$
9.1
$
( 15.9
)
$
( 0.8
)
$
24.0
Conagra Restructuring Plan
In fiscal 2019, management initiated a restructuring plan (the "Conagra 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. 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 the first quarter of fiscal 2021, including the estimated amounts or range of amounts for each major type of costs
8
expected to be incurred, and the charges that have resulted or will result in cash outflows. As of August 30, 2020 , we have approved the incurrence of $ 170.6 million ($ 43.8 million of cash charges and $ 126.8 million of non-cash charges) for several projects associated with the Conagra Restructuring Plan. We have incurred or expect to incur $ 161.5 million of charges ($ 38.9 million of cash charges and $ 122.6 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. In the first quarter of fiscal 2021 and 2020 , we recognized charges of $ 17.3 million and $ 21.1 million, respectively, in connection with the Conagra Restructuring Plan . 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 first quarter of fiscal 2021):
Grocery & Snacks
Refrigerated & Frozen
International
Corporate
Total
Accelerated depreciation
$
35.0
$
50.8
$
—
$
—
$
85.8
Other cost of goods sold
10.3
2.1
—
—
12.4
Total cost of goods sold
45.3
52.9
—
—
98.2
Severance and related costs
11.4
3.6
1.1
1.0
17.1
Asset impairment (net of gains on disposal)
28.0
0.2
0.1
—
28.3
Contract/lease termination
0.2
—
—
0.1
0.3
Consulting/professional fees
—
—
—
1.0
1.0
Other selling, general and administrative expenses
11.5
4.1
0.3
0.1
16.0
Total selling, general and administrative expenses
51.1
7.9
1.5
2.2
62.7
Total
$
96.4
$
60.8
$
1.5
$
2.2
$
160.9
Pension and postretirement non-service income
0.6
Consolidated total
$
161.5
During the first quarter of fiscal 2021, we recognized the following pre-tax expenses for the Conagra Restructuring Plan:
Grocery & Snacks
Refrigerated & Frozen
International
Corporate
Total
Accelerated depreciation
$
3.0
$
4.0
$
—
$
—
$
7.0
Other cost of goods sold
2.3
—
—
—
2.3
Total cost of goods sold
5.3
4.0
—
—
9.3
Severance and related costs
3.1
—
( 0.1
)
0.3
3.3
Asset impairment (net of gains on disposal)
3.0
—
—
—
3.0
Other selling, general and administrative expenses
1.6
—
—
0.1
1.7
Total selling, general and administrative expenses
7.7
—
( 0.1
)
0.4
8.0
Total
$
13.0
$
4.0
$
( 0.1
)
$
0.4
$
17.3
Included in the above results are $ 5.0 million in charges that have resulted or will result in cash outflows and $ 12.3 million in non-cash charges.
9
We recognized the following cumulative (plan inception to August 30, 2020) pre-tax expenses for the Conagra Restructuring Plan related to our continuing operations in our Condensed Consolidated Statement of Operations:
Grocery & Snacks
Refrigerated & Frozen
International
Corporate
Total
Accelerated depreciation
$
27.1
$
8.2
$
—
$
—
$
35.3
Other cost of goods sold
4.8
0.2
—
—
5.0
Total cost of goods sold
31.9
8.4
—
—
40.3
Severance and related costs
7.8
1.8
1.1
1.0
11.7
Asset impairment (net of gains on disposal)
28.0
0.2
0.1
—
28.3
Contract/lease termination
—
—
—
0.1
0.1
Other selling, general and administrative expenses
2.5
0.3
—
0.1
2.9
Total selling, general and administrative expenses
38.3
2.3
1.2
1.2
43.0
Total
$
70.2
$
10.7
$
1.2
$
1.2
$
83.3
Pension and postretirement non-service income
0.6
Consolidated total
$
83.9
Included in the above results are $ 17.8 million of charges that have resulted or will result in cash outflows and $ 66.1 million in non-cash charges.
Liabilities recorded for the Conagra Restructuring Plan and changes therein for the first quarter of fiscal 2021 were as follows:
Balance at
May 31,
2020
Costs Incurred
and Charged
to Expense
Costs Paid
or Otherwise
Settled
Changes in
Estimates
Balance at
August 30,
2020
Severance and related costs
$
6.5
$
3.2
$
( 1.1
)
$
0.1
$
8.7
Other costs
—
1.7
( 1.7
)
—
—
Total
$
6.5
$
4.9
$
( 2.8
)
$
0.1
$
8.7
4. LONG-TERM DEBT AND REVOLVING CREDIT FACILITY
At August 30, 2020, we had a revolving credit facility (the "Revolving Credit Facility") with a syndicate of financial institutions providing for a maximum aggregate principal amount outstanding at any one time of $ 1.6 billion (subject to increase to a maximum aggregate principal amount of $ 2.1 billion with the consent of the lenders). The Revolving Credit Facility matures on July 11, 2024 and is unsecured. The term of the Revolving Credit Facility may be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. As of August 30, 2020, there were no outstanding borrowings under the Revolving Credit Facility.
During the first quarter of fiscal 2021, we repaid the remaining outstanding $ 126.6 million aggregate principal amount of our 4.95 % senior notes on their maturity date of August 15, 2020.
During the fourth quarter of fiscal 2020, we entered into an unsecured term loan agreement (the "Credit Agreement") with a financial institution. The Credit Agreement provides for delayed draw term loans to the Company in an aggregate principal amount not in excess of $ 600.0 million (subject to increase to a maximum aggregate principal amount of $ 750.0 million). Borrowings under the Credit Agreement can be drawn, in full or in part, through October 9, 2020. The Credit Agreement matures on May 21, 2023 . As of August 30, 2020, there were no outstanding borrowings under the Credit Agreement.
Borrowings under the Credit Agreement will bear interest at, at the Company's election, either (a) LIBOR plus a percentage spread (ranging from 1.125 % to 1.75 %) based on the Company's senior unsecured long-term indebtedness ratings or (b) the alternate base rate, described in the Credit Agreement as the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50 % and (iii) one-month LIBOR plus 1.00 %, plus a percentage spread (ranging from 0 % to 0.625 %) based on the Company's senior unsecured long-term indebtedness ratings. The Company may voluntarily prepay term loans under the Credit Agreement, in whole or in part, without penalty, subject to certain conditions.
During the first quarter of fiscal 2020, we repaid $ 200.0 million of our borrowings under our term loan agreement (the "Term Loan Agreement"), which repayment consisted of $ 100.0 million of the three-year tranche loans and $ 100.0 million of the five-year tranche loans. During the third quarter of fiscal 2020, we repaid the remaining borrowings under the Term Loan Agreement of $ 200.0
10
million, which repayment consisted of $ 100.0 million of the three-year tranche loans and $ 100.0 million of the five-year tranche loans. The Term Loan Agreement was t erminated after these repayment s .
During fiscal 2020, we also redeemed the entire outstanding $ 525.0 million aggregate principal amount of our floating rate notes due October 22, 2020 in two separate redemptions totaling $ 250.0 million and $ 275.0 million in the third and fourth quarters of fiscal 2020, respectively.
Our most restrictive debt agreement (the Revolving Credit Facility) generally requires our ratio of earnings before interest, taxes, depreciation and amortization ("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 certain decreasing specified levels, ranging from 5.25 through the first quarter of fiscal 2021 to 3.75 from the second quarter of fiscal 2023 and thereafter, with each ratio to be calculated on a rolling four-quarter basis. As of August 30, 2020, we were in compliance with all financial covenants under the Revolving Credit Facility.
Net interest expense consists of:
Thirteen weeks ended
August 30,
2020
August 25,
2019
Long-term debt
$
117.0
$
124.3
Short-term debt
—
0.5
Interest income
( 0.8
)
( 0.6
)
Interest capitalized
( 2.5
)
( 1.5
)
$
113.7
$
122.7
5. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS
The change in the carrying amount of goodwill for the first quarter of fiscal 2021, excluding amounts classified as held for sale (see Note 2), was as follows:
Grocery &
Snacks
Refrigerated
& Frozen
International
Foodservice
Total
Balance as of May 31, 2020
$
4,743.1
$
5,648.3
$
290.5
$
752.0
$
11,433.9
Currency translation
—
—
5.7
—
5.7
Balance as of August 30, 2020
$
4,743.1
$
5,648.3
$
296.2
$
752.0
$
11,439.6
Other identifiable intangible assets, excluding amounts classified as held for sale, were as follows:
August 30, 2020
May 31, 2020
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Non-amortizing intangible assets
$
3,397.7
$
—
$
3,396.1
$
—
Amortizing intangible assets
1,240.2
335.0
1,239.1
319.7
$
4,637.9
$
335.0
$
4,635.2
$
319.7
In the first quarter of fiscal 2021, management changed its reporting of certain brands within two reporting units in our Refrigerated & Frozen segment. The total goodwill in our Refrigerated & Frozen segment remains unchanged, but we reassigned goodwill between the two reporting units. We evaluated goodwill for impairment both prior to and subsequent to the change, and there were no impairments. For the Sides, Components, Enhancers reporting unit that was impacted by the management change, based upon a quantitative impairment test, the excess fair value over the carrying value was approximately 20 % which remained relatively consistent with our prior year quantitative impairment test.
Fair value is typically estimated using a discounted cash flow analysis which requires 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. When determining future cash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions. 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). We used a discount rate for our Sides, Components, Enhancers reporting unit of 6.25 % and a terminal growth rate slightly in excess of 1 %. Estimating the fair value of individual reporting units requires us to make assumptions and estimates in such areas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different
11
assumptions or estimates for future cash flows, discount rates, or terminal growth rates could produce substantially different estimates of the fair value of the reporting units.
For our non-amortizing intangible assets, which are comprised of brands and trademarks, we use a "relief from royalty" methodology in estimating fair value. During the first quarter of fiscal 2020, we recorded impairment charges totaling $ 19.3 million within our Refrigerated & Frozen segment and Grocery & Snacks segment for certain brands for which management changed its business strategy and that continued to have lower than expected sales and profit margins. This impairment was included within SG&A expenses.
Amortizing intangible assets, carrying a remaining weighted average life of approximately 19 years, are principally composed of customer relationships and acquired intellectual property. Amortization expense was $ 14.9 million and $ 15.0 million for the first quarter of fiscal 2021 and 2020, respectively. Based on amortizing assets recognized in our Condensed Consolidated Balance Sheet as of August 30, 2020, amortization expense is estimated to average $ 56.2 million for each of the next five years.
6. 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 and commodity index 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, 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 August 30, 2020, we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through April 2021.
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 August 30, 2020, we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through May 2021.
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. This gain will be amortized as a reduction of interest expense over the lives of the related debt instruments. The unamortized amount at August 30, 2020 was $ 41.1 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.
12
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.
All derivative instruments are recognized on our balance sheets at fair value (refer to Note 14 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 August 30, 2020 and May 31, 2020, $ 0.6 million, representing an obligation to return cash collateral, and $ 1.1 million, representing a right to reclaim cash collateral, respectively, were included in prepaid expenses and other current assets in our Condensed Consolidated Balance Sheets.
Derivative assets and liabilities and amounts representing a right to reclaim cash collateral or an obligation to return cash collateral were reflected in our Condensed Consolidated Balance Sheets as follows:
August 30,
2020
May 31,
2020
Prepaid expenses and other current assets
$
2.6
$
8.0
Other accrued liabilities
2.4
0.4
The following table presents our derivative assets and liabilities, at August 30, 2020, on a gross basis, prior to the setoff of $ 0.7 million to total derivative assets and $ 0.1 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
$
2.5
Other accrued liabilities
$
0.3
Foreign exchange contracts
Prepaid expenses and other
current assets
0.8
Other accrued liabilities
2.2
Total derivatives not designated as hedging instruments
$
3.3
$
2.5
The following table presents our derivative assets and liabilities at May 31, 2020, on a gross basis, prior to the setoff of $ 0.4 million to total derivative assets and $ 1.5 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
$
3.3
Other accrued liabilities
$
1.9
Foreign exchange contracts
Prepaid expenses and other
current assets
5.1
Other accrued liabilities
—
Total derivatives not designated as hedging instruments
$
8.4
$
1.9
The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Condensed Consolidated Statements of Earnings were as follows:
Location in Condensed Consolidated
Gains (Losses) Recognized on Derivatives in Condensed Consolidated Statements of Earnings for the
Thirteen Weeks Ended
Derivatives Not Designated as Hedging Instruments
Statements of Earnings of Gains (Losses)
Recognized on Derivatives
August 30,
2020
August 25,
2019
Commodity contracts
Cost of goods sold
$
1.2
$
( 6.4
)
Foreign exchange contracts
Cost of goods sold
( 5.2
)
( 0.9
)
Total losses from derivative instruments not designated as hedging instruments
$
( 4.0
)
$
( 7.3
)
13
As of August 30, 2020, our open commodity purchase contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $ 72.4 million. We did no t have any open sales commodity contracts as of August 30, 2020. As of May 31, 2020, our open commodity contracts had a notional value of $ 102.0 million and $ 3.4 million for purchase and sales contracts, respectively. The notional amount of our foreign currency forward contracts as of August 30, 2020 and May 31, 2020 was $ 112.9 million and $ 107.6 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 August 30, 2020, 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 contract, was $ 1.2 million.
7. SHARE-BASED PAYMENTS
For the first quarter of fiscal 2021 and 2020, we recognized total stock-based compensation expense (including stock options, restricted stock units, cash-settled restricted stock units, performance shares, performance-based restricted stock units, and cash-settled stock appreciation rights) of $ 17.4 million and $ 11.9 million, respectively. In the first quarter of fiscal 2021, we granted 0.9 million restricted stock units at a weighted average grant date price of $ 36.70 and 0.5 million performance shares at a weighted average grant date price of $ 36.82 .
Performance shares are granted to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goals for the three-year performance periods ending in fiscal 2021 (the "2021 performance period") and fiscal 2022 ("2022 performance period") are based on our diluted earnings per share ("EPS") compound annual growth rate ("CAGR"), subject to certain adjustments, measured over the defined performance periods. The performance goal for one-third of the target number of performance shares for the three-year performance period ending in fiscal 2023 (the "2023 performance period") is based on our fiscal 2021 diluted EPS CAGR, subject to certain adjustments. The performance goal for the final two-thirds of the target number of performance shares granted for the 2023 performance period is expected to be set following the end of fiscal 2021. For each of the 2021 performance period, 2022 performance period, and 2023 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 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.
8. 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:
Thirteen weeks ended
August 30,
2020
August 25,
2019
Net income attributable to Conagra Brands, Inc. common stockholders:
$
329.0
$
173.8
Weighted average shares outstanding:
Basic weighted average shares outstanding
488.2
486.8
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities
1.7
1.1
Diluted weighted average shares outstanding
489.9
487.9
14
For the first quarter of fiscal 2021 and 2020, there were 1.0 million and 2.1 million stock options outstanding, respectively, that were excluded from the computation of diluted weighted average shares because the effect was antidilutive.
9. INVENTORIES
The major classes of inventories were as follows:
August 30,
2020
May 31,
2020
Raw materials and packaging
$
285.8
$
291.6
Work in process
160.4
125.2
Finished goods
1,058.0
886.5
Supplies and other
75.4
73.3
Total
$
1,579.6
$
1,376.6
10. INCOME TAXES
In the first quarter of fiscal 2021 and 2020 we recognized income tax expense of $ 86.7 million and an income tax benefit of $ 11.5 million, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income, inclusive of equity method investment earnings) was 20.8 % and ( 7.0 )% for the first quarter of fiscal 2021 and 2020, respectively.
The effective tax rate in the first quarter of fiscal 2021 reflected a benefit resulting from the regulations issued by the U.S. Treasury and Internal Revenue Service on certain provisions of the 2017 Tax Cuts and Jobs Act.
The effective tax rate in the first quarter of fiscal 2020 reflected the following:
•
additional tax expense associated with non-deductible goodwill in our DSD Snacks and private label peanut butter businesses, for which an impairment charge was recognized,
•
a tax benefit resulting from state law changes,
•
a benefit from the settlement of tax issues that were previously reserved,
•
an additional benefit due to a change in the deferred state tax rates relating to the integration of Pinnacle activity for tax purposes, and
•
an income tax benefit associated with a tax planning strategy that will allow us to utilize certain state tax attributes.
The amount of gross unrecognized tax benefits for uncertain tax positions was $ 34.4 million as of August 30, 2020 and $ 35.8 million as of May 31, 2020. Included in those amounts was $ 0.8 million and $ 0.7 million, respectively, for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The gross unrecognized tax benefits excluded related liabilities for gross interest and penalties of $ 8.1 million and $ 7.4 million as of August 30, 2020 and May 31, 2020, respectively.
The net amount of unrecognized tax benefits at August 30, 2020 and May 31, 2020 that, if recognized, would impact the Company's effective tax rate was $ 29.1 million and $ 30.3 million, respectively. Included in those amounts is $ 6.5 million that would be reported in discontinued operations. Recognition of these tax benefits would have a favorable impact on the Company's effective tax rate.
We estimate that it is reasonably possible that the amount of gross unrecognized tax benefits will decrease by up to $ 13.5 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations.
As of August 30, 2020 and May 31, 2020, we had a deferred tax asset of $ 685.3 million and $ 685.2 million, respectively, that was generated from the capital loss realized on the sale of the Private Brands operations with corresponding valuation allowances of $ 685.3 million and $ 685.2 million, respectively, to reflect the uncertainty regarding the ultimate realization of the tax asset. Federal capital loss carryforwards related to the Private Brands divestiture will expire in fiscal 2021.
15
We have not provided any deferred taxes on undistributed earnings of our foreign subsidiaries. Deferred taxes will be provided for earnings of non-U.S. affiliates and associated companies when we determine that such earnings are no longer indefinitely reinvested and will result in a tax liability upon distribution .
11. 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 of the company. These proceedings have included suits against a number of lead 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 paint and pigment manufacturer owned and operated by a predecessor to Beatrice from 1962 until 1967. These lawsuits generally seek 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. When such lawsuits have been brought, 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. Decisions favorable to us were rendered in Rhode Island, New Jersey, Wisconsin, and Ohio. ConAgra Grocery Products was held liable for the abatement of a public nuisance in California, and the case was dismissed pursuant to settlement in July 2019 as discussed in the following paragraph. We remain a defendant in one active suit in Illinois. The Illinois suit seeks class-wide relief for reimbursement of costs associated with the testing of lead levels in blood. We do not believe it is probable that we have incurred any liability with respect to the Illinois case, nor is it possible to estimate any potential exposure.
In California, a number of cities and counties joined in a consolidated action seeking abatement of an alleged public nuisance in the form of lead-based paint potentially present on the interior of residences, regardless of its condition. On September 23, 2013, a trial of the California case concluded in the Superior Court of California for the County of Santa Clara, and on January 27, 2014, the court entered a judgment (the "Judgment") against ConAgra Grocery Products and two other defendants ordering the creation of a California abatement fund in the amount of $ 1.15 billion. Liability was joint and several. The Company appealed the Judgment, and on November 14, 2017 the California Court of Appeal for the Sixth Appellate District reversed in part, holding that the defendants were not liable to pay for abatement of homes built after 1950, but affirmed the Judgment as to homes built before 1951. The Court of Appeal remanded the case to the trial court with directions to recalculate the amount of the abatement fund estimated to be necessary to cover the cost of remediating pre-1951 homes, and to hold an evidentiary hearing regarding appointment of a suitable receiver. ConAgra Grocery Products and the other defendants petitioned the California Supreme Court for review of the decision, which we believe to be an unprecedented expansion of current California law. On February 14, 2018, the California Supreme Court denied the petition and declined to review the merits of the case, and the case was remanded to the trial court for further proceedings. ConAgra Grocery Products and the other defendants sought further review of certain issues from the Supreme Court of the United States, but on October 15, 2018, the Supreme Court declined to review the case. On September 4, 2018, the trial court recalculated its estimate of the amount needed to remediate pre-1951 homes in the plaintiff jurisdictions to be $ 409.0 million. As of July 10, 2019, the parties reached an agreement in principle to resolve this matter, which agreement was approved by the trial court on July 24, 2019, and the action against ConAgra Grocery Products was dismissed with prejudice. Pursuant to the settlement, ConAgra Grocery Products will pay a total of $ 101.7 million in seven installments to be paid annually from fiscal 2020 through fiscal 2026. As part of the settlement, ConAgra Grocery Products has provided a guarantee of up to $ 15.0 million in the event co-defendant, NL Industries, Inc., defaults on its payment obligations.
We have accrued $ 11.9 million and $ 63.1 million, within other accrued liabilities and other noncurrent liabilities, respectively, for this matter as of August 30, 2020. The extent of insurance coverage is uncertain and the Company's carriers are on notice; however, any possible insurance recovery has not been considered for purposes of determining our liability. We cannot assure that the final resolution of the lead paint and pigment matters will not have a material adverse effect on our financial condition, results of operations, or liquidity.
We are party to a number of putative class action lawsuits challenging various product claims made in the Company's product labeling. These matters include Briseno v. ConAgra Foods, Inc. in which it is alleged that the labeling for Wesson ® oils as 100% natural is false and misleading because the oils contain genetically modified plants and organisms. In February 2015, the U.S. District Court for the Central District of California granted class certification to permit plaintiffs to pursue state law claims. The Company appealed to the United States Court of Appeals for the Ninth Circuit, which affirmed class certification in January 2017. The Supreme Court of the United States declined to review the decision and the case was remanded to the trial court for further proceedings. On April 4, 2019, the trial court granted preliminary approval of a settlement in this matter. In the second quarter of fiscal 2020, a single objecting class member appealed the court's decision approving the settlement to the United States Court of Appeals for the Ninth Circuit. The settlement will not be final until the appeal has been resolved.
16
We are party to matters challenging the Company ' s wage and hour practices. These matters include a number of class actions consolidated under the caption Negrete v. ConAgra Foods, Inc., et al , pending in the U.S. District Court for the Central District of California, in which the plaintiffs allege a pattern of violations of California and/or federal law at several current and former Company manufacturing facilities across the State of California. The Company has notified the Court that is has reached a settlement in principle with the plaintiffs, which requires preliminary and final approval of the Court. While we cannot predict with certainty the results of this or any other legal proceeding, we do not expect this matter to have a material adverse effect on our financial condition, results of operations, or business.
We are party to a number of matters asserting product liability claims against the Company 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 the cooking spray products. We have put the Company's insurance carriers on notice. While we cannot predict with certainty the results of these 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.
The Company, its directors, and several of its executive officers are defendants in several class actions alleging violations of federal securities laws. The lawsuits assert that the Company's officers made material misstatements and omissions that caused the market to have an unrealistically positive assessment of the Company's financial prospects in light of the acquisition of Pinnacle, thus causing the Company's securities to be overvalued prior to the release of the Company's consolidated financial results on December 20, 2018 for the second quarter of fiscal year 2019. The first of these lawsuits, captioned West Palm Beach Firefighters' Pension Fund v. Conagra Brands, Inc., et al. , with which subsequent lawsuits alleging similar facts have been consolidated, was filed on February 22, 2019 in the U.S. District Court for the Northern District of Illinois. In addition, on May 9, 2019, a shareholder filed a derivative action on behalf of the Company against the Company's directors captioned Klein v. Arora, et al. in the U.S. District Court for the Northern District of Illinois asserting harm to the Company due to alleged breaches of fiduciary duty and mismanagement in connection with the Pinnacle acquisition. On July 9, 2019, September 20, 2019, and March 10, 2020, the Company received three separate demands from stockholders under Delaware law to inspect the Company's books and records related to the Board of Directors' review of the Pinnacle business, acquisition, and the Company's public statements related to them. On July 22, 2019 and August 6, 2019, respectively, two additional shareholder derivative lawsuits captioned Opperman v. Connolly, et al. and Dahl v. Connolly, et al. were filed in the U.S. District Court for the Northern District of Illinois asserting similar facts and claims as the Klein v. Arora, et al. matter. On October 21, 2019, the Company received an additional demand from a stockholder under Delaware law to appoint a special committee to investigate the conduct of certain officers and directors in connection with the Pinnacle acquisition and the Company's public statements. We have put the Company's insurance carriers on notice of each of these securities and shareholder matters. While we cannot predict with certainty the results of these 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.
Environmental Matters
We are a party to certain environmental proceedings relating to our acquisition of Beatrice in fiscal 1991. Such proceedings include proceedings related to businesses divested by Beatrice prior to our acquisition of Beatrice. The current environmental proceedings associated with Beatrice include litigation and administrative proceedings involving Beatrice's possible status as a potentially responsible party at approximately 40 Superfund, proposed Superfund, or state-equivalent sites (the "Beatrice sites"). These sites involve 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 $ 57.4 million as of August 30, 2020, a majority of which relates to the Superfund and state-equivalent sites referenced above. During the third quarter of fiscal 2017, a final Remedial Investigation/Feasibility Study was submitted for the Southwest Properties portion ("Operating Unit 4") of the Wells G&H Superfund site, which is one of the Beatrice sites. The U.S. Environmental Protection Agency ("EPA") issued a Record of Decision ("ROD") for the Southwest Properties portion of the site on September 29, 2017 and has entered into negotiations with potentially responsible parties to determine final responsibility for implementing the ROD. Additionally, in conjunction with the conclusion of the fifth Five-Year Review period for Operating Unit 1 of the Wells G&H site, which spanned from October 1, 2014 to September 30, 2019, we are negotiating with the EPA to allow us to begin testing different environmental remediation methods to improve the efficiency and effectiveness of our current cleanup efforts affecting both Operating Units 1 and 2. As a result, in the second quarter of fiscal 2020, we increased our environmental reserves by $ 6.6 million associated with these expected cleanup efforts.
17
Guarantees and Other Contingencies
We guarantee an obligation of the Lamb Weston business pursuant to a guarantee arrangement that existed prior to the spinoff of the Lamb Weston business (the "Spinoff"). The guarantee remained in place following completion of the Spinoff and it will remain in place until such guarantee obligation is substituted for guarantees issued by Lamb Weston. Pursuant to the separation and distribution agreement, dated as of November 8, 2016 (the "Separation Agreement"), between us and Lamb Weston, this guarantee arrangement is deemed a liability of Lamb Weston that was transferred to Lamb Weston as part of the Spinoff. Accordingly, in the event that we are required to make any payments as a result of this guarantee arrangement, Lamb Weston is obligated to indemnify us for any such liability, reduced by any insurance proceeds received by us, in accordance with the terms of the indemnification provisions under the Separation Agreement. Lamb Weston is a party to an agricultural sublease agreement with a third party for certain farmland through 2020 (subject, at Lamb Weston's option, to extension for two additional five-year periods). Under the terms of the sublease agreement, Lamb Weston is required to make certain rental payments to the sublessor. We have guaranteed the sublessor Lamb Weston's performance and the payment of all amounts (including indemnification obligations) owed by Lamb Weston under the sublease agreement, up to a maximum of $ 75.0 million. We believe the farmland associated with this sublease agreement is readily marketable for lease to other area farming operators. As such, we believe that any financial exposure to the Company, in the event that we were required to perform under the guarantee, would be largely mitigated.
In certain limited situations, we will guarantee an obligation of an unconsolidated entity. We guarantee certain leases resulting from the divestiture of the JM Swank business completed in the first quarter of fiscal 2017. As of August 30, 2020, the remaining terms of these arrangements did not exceed three years and the maximum amount of future payments we have guaranteed was $ 0.4 million. In addition, we guarantee a lease resulting from an exited facility. As of August 30, 2020, the remaining term of this arrangement did not exceed seven years and the maximum amount of future payments we have guaranteed was $ 15.8 million.
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 reasonably possible that a change of the estimates of any of the foregoing matters may occur in the future which 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 in earnings as services are provided.
12. PENSION AND POSTRETIREMENT BENEFITS
We have defined benefit retirement plans ("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 ("other postretirement benefits") to qualifying U.S. employees.
As a result of the anticipated exit of certain facilities, during the first quarter of fiscal 2020, we remeasured the Company's hourly pension plan as of August 25, 2019 and recorded a pension curtailment loss of $ 0.6 million previously within other comprehensive income (loss). In connection with the remeasurement, we updated the effective discount rate assumption for the impacted pension plan obligation from 3.90 % to 3.13 %. The curtailment loss and related remeasurement increased the underfunded status of the pension plan by $ 12.3 million with a corresponding loss within other comprehensive income (loss).
Components of pension benefit and other postretirement benefit costs are:
Pension Benefits
Thirteen weeks ended
August 30,
2020
August 25,
2019
Service cost
$
3.1
$
2.8
Interest cost
21.7
31.3
Expected return on plan assets
( 35.0
)
( 41.1
)
Amortization of prior service cost
0.6
0.7
Curtailment loss
—
0.6
Benefit cost (benefit) — Company plans
( 9.6
)
( 5.7
)
Pension benefit cost — multi-employer plans
1.8
1.5
Total benefit cost (benefit)
$
( 7.8
)
$
( 4.2
)
18
Postretirement Benefits
Thirteen weeks ended
August 30,
2020
August 25,
2019
Service cost
$
0.1
$
—
Interest cost
0.3
0.7
Amortization of prior service benefit
( 0.5
)
( 0.5
)
Recognized net actuarial gain
( 0.9
)
( 1.2
)
Total cost (benefit)
$
( 1.0
)
$
( 1.0
)
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.
The weighted-average discount rates for service and interest costs under the spot-rate approach used for pension benefit cost in fiscal 2021 were 3.35 % and 2.30 %.
During the first quarter of fiscal 2021, we contributed $ 5.9 million to our pension plans and contributed $ 2.3 million to our other postretirement plans. Based upon the current funded status of the plans and the current interest rate environment, we anticipate making further contributions of approximately $ 26.3 million to our pension plans for the remainder of fiscal 2021. We anticipate making further contributions of approximately $ 7.7 million to our other postretirement plans during the remainder of fiscal 2021. These estimates are based on ERISA guidelines, current tax laws, plan asset performance, and liability assumptions, which are subject to change.
13. STOCKHOLDERS' EQUITY
The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks ended August 30, 2020:
Conagra Brands, Inc. Stockholders' Equity
Common
Shares
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Noncontrolling
Interests
Total
Equity
Balance at May 31, 2020
584.2
$
2,921.2
$
2,323.2
$
5,471.2
$
( 109.6
)
$
( 2,729.9
)
$
74.6
$
7,950.7
Stock option and incentive plans
( 25.4
)
( 0.7
)
33.5
7.4
Adoption of ASU 2016-13
( 1.1
)
( 1.1
)
Currency translation adjustments
15.3
2.2
17.5
Derivative adjustments
( 1.2
)
( 1.2
)
Activities of noncontrolling interests
0.8
0.8
Pension and postretirement healthcare benefits
( 0.3
)
( 0.3
)
Dividends declared on common stock; $ 0.2125 per share
( 103.8
)
( 103.8
)
Net income attributable to Conagra Brands, Inc.
329.0
329.0
Balance at August 30, 2020
584.2
$
2,921.2
$
2,297.8
$
5,694.6
$
( 95.8
)
$
( 2,696.4
)
$
77.6
$
8,199.0
19
The following table presents a reconciliation of our stockholders' equity accounts for the thirteen weeks ended August 25, 2019:
Conagra Brands, Inc. Stockholders' Equity
Common
Shares
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Noncontrolling
Interests
Total
Equity
Balance at May 26, 2019
584.2
$
2,921.2
$
2,286.0
$
5,047.9
$
( 110.3
)
$
( 2,760.2
)
$
79.1
$
7,463.7
Stock option and incentive plans
( 8.5
)
( 0.3
)
16.0
( 0.2
)
7.0
Currency translation adjustments
( 8.9
)
( 2.7
)
( 11.6
)
Derivative adjustments
( 1.8
)
( 1.8
)
Activities of noncontrolling interests
0.5
0.5
Pension and postretirement healthcare benefits
( 11.4
)
( 11.4
)
Dividends declared on common stock; $ 0.2125 per share
( 103.4
)
( 103.4
)
Net income attributable to Conagra Brands, Inc.
173.8
173.8
Balance at August 25, 2019
584.2
$
2,921.2
$
2,277.5
$
5,118.0
$
( 132.4
)
$
( 2,744.2
)
$
76.7
$
7,516.8
14. FAIR VALUE MEASUREMENTS
FASB 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 interest rate curves and 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 and cross-currency swaps.
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 August 30, 2020:
Level 1
Level 2
Level 3
Net Value
Assets:
Derivative assets
$
1.4
$
1.2
$
—
$
2.6
Marketable securities
6.1
—
—
6.1
Deferred compensation assets
8.7
—
—
8.7
Total assets
$
16.2
$
1.2
$
—
$
17.4
Liabilities:
Derivative liabilities
$
—
$
2.4
$
—
$
2.4
Deferred compensation liabilities
77.2
—
—
77.2
Total liabilities
$
77.2
$
2.4
$
—
$
79.6
20
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 31, 2020:
Level 1
Level 2
Level 3
Net Value
Assets:
Derivative assets
$
2.8
$
5.2
$
—
$
8.0
Marketable securities
8.1
—
—
8.1
Deferred compensation assets
8.6
—
—
8.6
Total assets
$
19.5
$
5.2
$
—
$
24.7
Liabilities:
Derivative liabilities
$
—
$
0.4
$
—
$
0.4
Deferred compensation liabilities
68.0
—
—
68.0
Total liabilities
$
68.0
$
0.4
$
—
$
68.4
Certain assets and liabilities, including long-lived assets, goodwill, asset retirement obligations, and cost and equity investments, are measured at fair value on a nonrecurring basis using Level 3 inputs.
In the first quarter of fiscal 2021, we recognized charges totaling $ 3.0 million in our Grocery & Snacks segment for the impairment of certain long-lived assets. The impairment was measured based upon the estimated sales price of the assets.
In the first quarter of fiscal 2020, we recognized charges for the impairment of certain indefinite-lived brands. The fair values of these brands were estimated using the “relief from royalty” method (See Note 5). Impairments in our Grocery & Snacks and Refrigerated & Frozen segments totaled $ 3.5 million and $ 15.8 million, respectively.
In the first quarter of fiscal 2020, we recognized charges totaling $ 43.3 million in our Grocery & Snacks segment for impairments of certain long-lived assets. The impairments were measured based upon the estimated sales price of the disposal groups (See Note 2).
The carrying amount of long-term debt (including current installments) was $ 9.62 billion and $ 9.75 billion as of August 30, 2020 and May 31, 2020, respectively. Based on current market rates, the fair value of this debt (level 2 liabilities) at August 30, 2020 and May 31, 2020, was estimated at $ 11.38 billion and $ 11.35 billion, respectively.
15. 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.
Operating profit for each of the segments is based on net sales less all identifiable operating expenses. General corporate expense, net interest expense, and income taxes have been excluded from segment operations.
21
Thirteen weeks ended
August 30, 2020
August 25, 2019
Net sales
Grocery & Snacks
$
1,134.2
$
977.6
Refrigerated & Frozen
1,130.6
959.1
International
219.0
204.4
Foodservice
195.1
249.6
Total net sales
$
2,678.9
$
2,390.7
Operating profit
Grocery & Snacks
$
283.6
$
151.7
Refrigerated & Frozen
240.1
155.6
International
38.5
24.8
Foodservice
24.9
31.1
Total operating profit
$
587.1
$
363.2
Equity method investment earnings
6.5
12.3
General corporate expense
77.2
99.5
Pension and postretirement non-service income
( 13.8
)
( 9.5
)
Interest expense, net
113.7
122.7
Income tax expense (benefit)
86.7
( 11.5
)
Net income
$
329.8
$
174.3
Less: Net income attributable to noncontrolling interests
0.8
0.5
Net income attributable to Conagra Brands, Inc.
$
329.0
$
173.8
The following table presents further disaggregation of our net sales:
Thirteen weeks ended
August 30, 2020
August 25, 2019
Frozen
935.6
792.7
Other shelf-stable
715.9
601.4
Snacks
418.3
376.2
Foodservice
195.1
249.6
International
219.0
204.4
Refrigerated
195.0
166.4
Total net sales
$
2,678.9
$
2,390.7
Presentation of Derivative Gains (Losses) for Economic Hedges of Forecasted Cash Flows in Segment Results
Derivatives used to manage commodity price risk and foreign currency risk are not designated for hedge accounting treatment. We believe these derivatives provide economic hedges of certain forecasted transactions. As such, these derivatives are recognized at fair market value with realized and unrealized gains and losses recognized in general corporate expenses. The gains and losses are subsequently recognized in the operating results of the reporting segments in the period in which the underlying transaction being economically hedged is included in earnings. 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.
22
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:
Thirteen weeks ended
August 30, 2020
August 25, 2019
Gross derivative losses incurred
$
( 4.0
)
$
( 7.3
)
Less: Net derivative losses allocated to reporting segments
( 1.5
)
( 0.1
)
Net derivative losses recognized in general corporate expenses
$
( 2.5
)
$
( 7.2
)
Net derivative losses allocated to Grocery & Snacks
$
( 1.8
)
$
( 0.1
)
Net derivative losses allocated to Refrigerated & Frozen
( 1.1
)
( 0.3
)
Net derivative gains allocated to International
1.6
0.1
Net derivative gains (losses) allocated to Foodservice
( 0.2
)
0.2
Net derivative losses included in segment operating profit
$
( 1.5
)
$
( 0.1
)
As of August 30, 2020, 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 $ 6.6 million. This amount reflected net losses of $ 3.5 million incurred during the thirteen weeks ended August 30, 2020 and net losses of $ 3.1 million incurred prior to fiscal 2021. Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating results losses of $ 3.9 million in fiscal 2021 and losses of $ 2.7 million in fiscal 2022 and thereafter.
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 was $ 80.3 million and $ 81.7 million for the first quarter of fiscal 2021 and 2020, respectively.
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 the first quarter of fiscal 2021 and 2020. Foreign net sales, including sales by domestic segments to customers located outside of the United States, were approximately $ 224.7 million and $ 211.7 million in the first quarter of fiscal 2021 and 2020, 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 25 % and 26 % of consolidated net sales in the first quarter of fiscal 2021 and 2020, respectively, primarily in the Grocery & Snacks and Refrigerated & Frozen segments.
Walmart, Inc. and its affiliates accounted for approximately 33 % and 30 % of consolidated net receivables as of August 30, 2020 and May 31, 2020, respectively. The Kroger Co. and its affiliates accounted for approximately 11 % and 10 % of consolidated net receivables as of August 30, 2020 and May 31, 2020, respectively.
We offer certain suppliers access to a third-party service that allows them to view our scheduled payments online. The third-party service also allows suppliers to finance advances on our scheduled payments at the sole discretion of the supplier and the third party. We have no economic interest in these financing arrangements and no direct relationship with the suppliers, the third party, or any financial institutions concerning this service. All of our accounts payable remain as obligations to our suppliers as stated in our supplier agreements. As of August 30, 2020 and May 31, 2020, $ 269.2 million and $ 258.7 million, respectively, of our total accounts payable is payable to suppliers who utilize this third-party service.
23
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.