Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 26, 2019 | Jun. 23, 2019 | Nov. 23, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CONAGRA BRANDS INC. | ||
Entity Central Index Key | 0000023217 | ||
Current Fiscal Year End Date | --05-26 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | May 26, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 486,129,815 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Public Float | $ 16,118,457,515 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 9,538.4 | $ 7,938.3 | $ 7,826.9 |
Costs and expenses: | |||
Cost of goods sold | 6,885.4 | 5,586.8 | 5,483.1 |
Selling, general and administrative expenses | 1,473.4 | 1,398.4 | 1,474 |
Pension and postretirement non-service income | (35.1) | (80.4) | (55.2) |
Interest expense, net | 391.4 | 158.7 | 195.5 |
Income from continuing operations before income taxes and equity method investment earnings | 823.3 | 874.8 | 729.5 |
Income tax expense | 218.8 | 174.6 | 254.7 |
Equity method investment earnings | 75.8 | 97.3 | 71.2 |
Income from continuing operations | 680.3 | 797.5 | 546 |
Income (loss) from discontinued operations, net of tax | (1.9) | 14.3 | 102 |
Net income | 678.4 | 811.8 | 648 |
Less: Net income attributable to noncontrolling interests | 0.1 | 3.4 | 8.7 |
Net income attributable to Conagra Brands, Inc. | $ 678.3 | $ 808.4 | $ 639.3 |
Earnings per share — basic | |||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders (in dollars per share) | $ 1.53 | $ 1.97 | $ 1.26 |
Income from discontinued operations attributable to Conagra Brands, Inc. common stockholders (in dollars per share) | 0 | 0.03 | 0.22 |
Net income attributable to Conagra Brands, Inc. common stockholders (in dollars per share) | 1.53 | 2 | 1.48 |
Earnings per share — diluted | |||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders (in dollars per share) | 1.53 | 1.95 | 1.25 |
Income from discontinued operations attributable to Conagra Brands, Inc. common stockholders (in dollars per share) | (0.01) | 0.03 | 0.21 |
Net income attributable to Conagra Brands, Inc. common stockholders (in dollars per share) | $ 1.52 | $ 1.98 | $ 1.46 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Net income | |||
Pre-Tax Amount | $ 900 | $ 972.3 | $ 989.2 |
Tax (Expense) Benefit | (221.6) | (160.5) | (341.2) |
Net income | 678.4 | 811.8 | 648 |
Unrealized derivative adjustments | |||
Pre-Tax Amount | 45.5 | ||
Tax (Expense) Benefit | (11.4) | ||
After-Tax Amount | 34.1 | ||
Pre-Tax Amount | 2.9 | (1) | |
Tax (Expense) Benefit | (0.9) | 0.4 | |
After-Tax Amount | 2 | (0.6) | |
Reclassification for derivative adjustments included in net income | |||
Pre-Tax Amount | (1.9) | 0.1 | (0.2) |
Tax (Expense) Benefit | 0.5 | 0 | 0.1 |
After-Tax Amount | (1.4) | 0.1 | (0.1) |
Unrealized gains on available-for-sale securities | |||
Pre-Tax Amount | 0 | 1.1 | 0.5 |
Tax (Expense) Benefit | 0 | (0.3) | (0.2) |
After-Tax Amount | 0 | 0.8 | 0.3 |
Unrealized currency translation gains (losses) | |||
Pre-Tax Amount | (10.2) | 0.8 | (13.6) |
Tax (Expense) Benefit | 0 | (0.1) | 0.2 |
After-Tax Amount | (10.2) | 0.7 | (13.4) |
Reclassification for currency translation losses included in net income | |||
Pre-Tax Amount | 10.4 | 0 | 0 |
Tax (Expense) Benefit | 0 | 0 | 0 |
After-Tax Amount | 10.4 | 0 | 0 |
Unrealized pension and post-employment benefit obligations | |||
Pre-Tax Amount | (43.8) | 157.3 | 209.2 |
Tax (Expense) Benefit | 10.9 | (45) | (80.6) |
After-Tax Amount | (32.9) | 112.3 | 128.6 |
Reclassification for pension and post-employment benefit obligations included in net income | |||
Pre-Tax Amount | (1.5) | 0.9 | 10.4 |
Tax (Expense) Benefit | 0.4 | (0.2) | (4) |
After-Tax Amount | (1.1) | 0.7 | 6.4 |
Comprehensive income | |||
Pre-Tax Amount | 898.5 | 1,135.4 | 1,194.5 |
Tax (Expense) Benefit | (221.2) | (207) | (425.3) |
After-Tax Amount | 677.3 | 928.4 | 769.2 |
Comprehensive income (loss) attributable to noncontrolling interests | |||
Pre-Tax Amount | (1.7) | 0.7 | 12.6 |
Tax (Expense) Benefit | (0.1) | (1.2) | (0.7) |
After-Tax Amount | (1.8) | (0.5) | 11.9 |
Comprehensive income attributable to Conagra Brands, Inc. | |||
Pre-Tax Amount | 900.2 | 1,134.7 | 1,181.9 |
Tax (Expense) Benefit | (221.1) | (205.8) | (424.6) |
After-Tax Amount | $ 679.1 | $ 928.9 | $ 757.3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Current assets | ||
Cash and cash equivalents | $ 236.6 | $ 128 |
Receivables, less allowance for doubtful accounts of $3.3 and $1.7 | 831.7 | 569.4 |
Inventories | 1,571.7 | 988.7 |
Prepaid expenses and other current assets | 93.8 | 184.9 |
Current assets held for sale | 0 | 67.9 |
Total current assets | 2,733.8 | 1,938.9 |
Property, plant and equipment | ||
Land and land improvements | 144.1 | 107.1 |
Buildings, machinery and equipment | 4,013.9 | 3,205.9 |
Furniture, fixtures, office equipment and other | 678.2 | 610.2 |
Construction in progress | 173.9 | 85.3 |
Property, plant and equipment | 5,010.1 | 4,008.5 |
Less accumulated depreciation | (2,614.8) | (2,419) |
Property, plant and equipment, net | 2,395.3 | 1,589.5 |
Goodwill | 11,499.6 | 4,487.4 |
Brands, trademarks and other intangibles, net | 4,661.4 | 1,282.8 |
Other assets | 915.5 | 906.3 |
Noncurrent assets held for sale | 8.2 | 184.6 |
Total assets | 22,213.8 | 10,389.5 |
Current liabilities | ||
Notes payable | 1 | 277.3 |
Current installments of long-term debt | 20.6 | 307 |
Accounts payable | 1,255.3 | 905.3 |
Accrued payroll | 174.1 | 161.7 |
Other accrued liabilities | 691.6 | 671 |
Current liabilities held for sale | 0 | 13.9 |
Total current liabilities | 2,142.6 | 2,336.2 |
Senior long-term debt, excluding current installments | 10,459.8 | 3,035.6 |
Subordinated debt | 195.9 | 195.9 |
Other noncurrent liabilities | 1,951.8 | 1,060.8 |
Noncurrent liabilities held for sale | 0 | 4.4 |
Total liabilities | 14,750.1 | 6,632.9 |
Commitments and contingencies (Note 17) | ||
Common stockholders' equity | ||
Common stock of $5 par value, authorized 1,200,000,000 shares; issued 584,219,229 | 2,921.2 | 2,839.7 |
Additional paid-in capital | 2,286 | 1,180 |
Retained earnings | 5,047.9 | 4,744.9 |
Accumulated other comprehensive loss | (110.3) | (110.5) |
Less treasury stock, at cost, 98,133,747 and 177,078,193 common shares | (2,760.2) | (4,977.9) |
Total Conagra Brands, Inc. common stockholders' equity | 7,384.6 | 3,676.2 |
Noncontrolling interests | 79.1 | 80.4 |
Total stockholders' equity | 7,463.7 | 3,756.6 |
Total liabilities and stockholders' equity | $ 22,213.8 | $ 10,389.5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3.3 | $ 1.7 |
Common stock, par value (in dollars per share) | $ 5 | $ 5 |
Common stock authorized (shares) | 1,200,000,000 | 1,200,000,000 |
Common stock issued (shares) | 584,219,229 | 584,219,229 |
Treasury stock, common shares (shares) | 98,133,747 | 177,078,193 |
Consolidated Statements of Comm
Consolidated Statements of Common Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests |
Beginning balance (in shares) at May. 29, 2016 | 567.9 | ||||||
Beginning balance at May. 29, 2016 | $ 3,794.8 | $ 2,839.7 | $ 1,136.3 | $ 3,218.3 | $ (344.5) | $ (3,136.2) | $ 81.2 |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock option and incentive plans | 116.4 | 36.4 | (1.3) | 81.3 | |||
Spinoff of Lamb Weston | 796.9 | 783.3 | 13.6 | ||||
Currency translation adjustment, net | (13.4) | (16.6) | 3.2 | ||||
Repurchase of common shares | (1,000) | (1,000) | |||||
Unrealized gain on securities | 0.3 | 0.3 | |||||
Derivative adjustment, net of reclassification adjustment | (0.7) | (0.7) | |||||
Activities of noncontrolling interests | 1.8 | (0.8) | 2.6 | ||||
Pension and postretirement healthcare benefits | 135 | 135 | |||||
Dividends declared on common stock | (388.7) | (388.7) | |||||
Net income attributable to Conagra Brands, Inc. | 639.3 | 639.3 | |||||
Ending balance (in shares) at May. 28, 2017 | 567.9 | ||||||
Ending balance at May. 28, 2017 | 4,077.8 | $ 2,839.7 | 1,171.9 | 4,247 | (212.9) | (4,054.9) | 87 |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock option and incentive plans | 53.7 | 10 | (0.8) | 44.3 | 0.2 | ||
Spinoff of Lamb Weston | 14.8 | 14.8 | |||||
Currency translation adjustment, net | 0.7 | 4.6 | (3.9) | ||||
Repurchase of common shares | (967.3) | (967.3) | |||||
Unrealized gain on securities | 0.8 | 0.8 | |||||
Derivative adjustment, net of reclassification adjustment | 2.1 | 2.1 | |||||
Activities of noncontrolling interests | (5.5) | (1.9) | (0.7) | (2.9) | |||
Pension and postretirement healthcare benefits | 113 | 113 | |||||
Dividends declared on common stock | (341.9) | (341.9) | |||||
Net income attributable to Conagra Brands, Inc. | 808.4 | 808.4 | |||||
Ending balance (in shares) at May. 27, 2018 | 567.9 | ||||||
Ending balance at May. 27, 2018 | 3,756.6 | $ 2,839.7 | 1,180 | 4,744.9 | (110.5) | (4,977.9) | 80.4 |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock option and incentive plans | 33.1 | (6.7) | 0.1 | 39.6 | 0.1 | ||
Currency translation adjustment, net | 0.2 | 2.1 | (1.9) | ||||
Issuance of treasury shares | 2,816.3 | 638.2 | 2,178.1 | ||||
Unrealized gain on securities | 0 | ||||||
Unrealized gain on securities | ASU 2016-01 | 0.6 | (0.6) | |||||
Issuance of common stock (in shares) | 16.3 | ||||||
Issuance of common stock | 555.7 | $ 81.5 | 474.2 | ||||
Derivative adjustment, net of reclassification adjustment | 32.7 | 32.7 | |||||
Activities of noncontrolling interests | 0.8 | 0.3 | 0.5 | ||||
Pension and postretirement healthcare benefits | (34) | (34) | |||||
Dividends declared on common stock | (376.5) | (376.5) | |||||
Net income attributable to Conagra Brands, Inc. | 678.3 | 678.3 | |||||
Ending balance (in shares) at May. 26, 2019 | 584.2 | ||||||
Ending balance at May. 26, 2019 | $ 7,463.7 | $ 2,921.2 | $ 2,286 | $ 5,047.9 | $ (110.3) | $ (2,760.2) | $ 79.1 |
Consolidated Statements of Co_2
Consolidated Statements of Common Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||
May 26, 2019 | Feb. 24, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | May 27, 2018 | Feb. 25, 2018 | Nov. 26, 2017 | Aug. 27, 2017 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||||||||||
Dividends declared on common stock (in dollars per share) | $ 0.2125 | $ 0.2125 | $ 0.2125 | $ 0.2125 | $ 0.2125 | $ 0.2125 | $ 0.2125 | $ 0.2125 | $ 0.85 | $ 0.85 | $ 0.90 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 678.4 | $ 811.8 | $ 648 |
Income (loss) from discontinued operations | (1.9) | 14.3 | 102 |
Income from continuing operations | 680.3 | 797.5 | 546 |
Adjustments to reconcile income from continuing operations to net cash flows from operating activities: | |||
Depreciation and amortization | 333 | 257 | 268 |
Asset impairment charges | 93.8 | 14.7 | 343.3 |
Gain on divestitures | (69.4) | 0 | (197.4) |
Lease cancellation expense | 0 | 48.2 | 0 |
Loss on extinguishment of debt | 5.5 | 0 | 93.3 |
Significant litigation accruals | (39.3) | 151 | 0 |
Proceeds from the settlement of interest rate swaps | 47.5 | 0 | 0 |
Novation of a legacy guarantee | (27.3) | 0 | 0 |
Earnings of affiliates in excess of distributions | (20.8) | (34.8) | (3) |
Stock-settled share-based payments expense | 33.7 | 37.9 | 36.1 |
Contributions to pension plans | (14.7) | (312.6) | (163) |
Pension benefit | (22.7) | (56.1) | (21.4) |
Other items | 12.3 | (34) | 34.6 |
Change in operating assets and liabilities excluding effects of business acquisitions and dispositions: | |||
Receivables | (69.1) | (4.7) | 104.7 |
Inventories | 78 | (62.8) | 123.3 |
Deferred income taxes and income taxes payable, net | 83.7 | 10.5 | 52.3 |
Prepaid expenses and other current assets | (19.1) | 3.2 | 15 |
Accounts payable | 38.2 | 144.9 | 71 |
Accrued payroll | 0.1 | (8) | (52.4) |
Other accrued liabilities | (9.4) | (32.2) | (114.9) |
Net cash flows from operating activities - continuing operations | 1,114.3 | 919.7 | 1,135.5 |
Net cash flows from operating activities - discontinued operations | 11.2 | 34.5 | 34.7 |
Net cash flows from operating activities | 1,125.5 | 954.2 | 1,170.2 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (353.1) | (251.6) | (242.1) |
Sale of property, plant and equipment | 22.5 | 8 | 13.2 |
Purchase of business, net of cash acquired | (5,119.2) | (337.1) | (325.7) |
Proceeds from divestitures, net of cash divested | 281.5 | 0 | 489 |
Purchase of marketable securities | (61) | 0 | 0 |
Sales of marketable securities | 52.2 | 0 | 0 |
Other items | 11.1 | 4.5 | 5.3 |
Net cash flows from investing activities - continuing operations | (5,166) | (576.2) | (60.3) |
Net cash flows from investing activities - discontinued operations | 0 | 0 | (123.7) |
Net cash flows from investing activities | (5,166) | (576.2) | (184) |
Cash flows from financing activities: | |||
Net short-term borrowings (repayments) | (277.3) | 249.1 | 14.3 |
Issuance of long-term debt | 8,310.5 | 800 | 0 |
Repayment of long-term debt | (3,972.7) | (242.3) | (1,064.5) |
Debt issuance costs and bridge financing fees | (95.2) | (3) | 0 |
Payment of intangible asset financing arrangement | (14) | (14.4) | (14.9) |
Issuance of Conagra Brands, Inc. common shares, net | 555.7 | 0 | 0 |
Repurchase of Conagra Brands, Inc. common shares | 0 | (967.3) | (1,000) |
Cash dividends paid | (356.2) | (342.3) | (415) |
Exercise of stock options and issuance of other stock awards, including tax withholdings | (1.6) | ||
Exercise of stock options and issuance of other stock awards, including tax withholdings | 14.9 | 73.8 | |
Other items | 0.6 | (1.6) | (1.9) |
Net cash flows from financing activities - continuing operations | 4,149.8 | (506.9) | (2,408.2) |
Net cash flows from financing activities - discontinued operations | 0 | 0 | 839.1 |
Net cash flows from financing activities | 4,149.8 | (506.9) | (1,569.1) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (0.7) | 5.5 | (0.2) |
Net change in cash and cash equivalents and restricted cash | 108.6 | (123.4) | (583.1) |
Add: Cash balance included in assets held for sale and discontinued operations at beginning of period | 0 | 0 | 36.4 |
Less: Cash balance included in assets held for sale and discontinued operations at end of period | 0 | 0 | 0 |
Cash and cash equivalents and restricted cash at beginning of year | 129 | 252.4 | 799.1 |
Cash and cash equivalents and restricted cash at end of year | $ 237.6 | $ 129 | $ 252.4 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
May 26, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 52-week periods for fiscal years 2019, 2018, and 2017. Basis of Consolidation — The consolidated financial statements include the accounts of Conagra Brands, Inc. and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we have been determined to be the primary beneficiary are included in our consolidated financial statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated. On November 9, 2016, we completed the spinoff of Lamb Weston Holdings, Inc. ("Lamb Weston") through a distribution of 100% of our interest in Lamb Weston to holders of shares of our common stock as of November 1, 2016 (the "Spinoff"). In accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), the results of operations of the Lamb Weston operations are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented (see Note 6 for additional discussion). 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 or the cost method of accounting, depending on specific facts and circumstances. 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 which 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 Beginning of Period Additions Charged to Costs and Expenses Other Deductions from Reserves Balance at Close of Period Year ended May 26, 2019 $ 1.7 0.6 1.6 (1) 0.6 (2) $ 3.3 Year ended May 27, 2018 $ 2.9 0.8 — 2.0 (2) $ 1.7 Year ended May 28, 2017 $ 3.0 1.0 — 1.1 (2) $ 2.9 (1) Primarily relates to the acquisition of Pinnacle. (2) Bad debts charged off and adjustments to previous reserves, less recoveries. Inventories — We use the lower of cost (determined using the first-in, first-out method) or market for valuing inventories. 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: Land improvements 1 - 40 years Buildings 15 - 40 years Machinery and equipment 3 - 20 years Furniture, fixtures, office equipment and other 5 - 15 years 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. 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 20 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. Prior to the fourth quarter of fiscal 2017, if the carrying value of a reporting unit exceeded its fair value, we completed a second step of the test to determine the amount of goodwill impairment loss, if any, to be recognized. In the second step, we estimated an implied fair value of the reporting unit's goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill (including any unrecognized intangible assets). The impairment loss was equal to the excess of the carrying value of the goodwill over the implied fair value of that goodwill. Beginning in the fourth quarter of fiscal 2017, if the carrying value of a reporting unit exceeds its fair value, we recognize an impairment loss equal to the difference between the carrying value and estimated fair value of the reporting unit. In assessing other 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 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 2019, 2018, and 2017 we elected to perform a quantitative impairment test for other 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 9 for discussion of the impairment charges related to goodwill and intangible assets in fiscal 2019, 2018, and 2017. 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 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. 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 $253.4 million , $278.6 million , and $328.3 million in fiscal 2019 , 2018 , and 2017 , respectively, and are included in selling, general and administrative ("SG&A") expenses. Research and Development — We incurred expenses of $56.1 million , $47.3 million , and $44.6 million for research and development activities in fiscal 2019 , 2018 , and 2017 , respectively. Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments (prior to the adoption of Accounting Standards Update ("ASU") 2016-01), 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. 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: 2019 2018 2017 Currency translation losses, net of reclassification adjustments $ (90.9 ) $ (94.7 ) $ (98.6 ) Derivative adjustments, net of reclassification adjustments 34.0 1.0 (1.1 ) Unrealized gains (losses) on available-for-sale securities — 0.6 (0.3 ) Pension and post-employment benefit obligations, net of reclassification adjustments (53.4 ) (17.4 ) (112.9 ) Accumulated other comprehensive loss 1 $ (110.3 ) $ (110.5 ) $ (212.9 ) 1 Net of unrealized gains on available-for-sale securities reclassified to retained earnings as a result of the adoption of ASU 2016-01 in fiscal 2019 and net of stranded tax effects from change in tax rate as a result of the early adoption of ASU 2018-02 in fiscal 2018 in the amount of $0.6 million and $17.4 million , respectively. The following table summarizes the reclassifications from accumulated other comprehensive loss into income: Affected Line Item in the Consolidated Statement of Operations 1 2019 2018 2017 Net derivative adjustment, net of tax: Cash flow hedges $ (1.9 ) $ 0.1 $ (0.2 ) Interest expense, net (1.9 ) 0.1 (0.2 ) Total before tax 0.5 — 0.1 Income tax expense $ (1.4 ) $ 0.1 $ (0.1 ) Net of tax Amortization of pension and postretirement healthcare liabilities: Net prior service cost (benefit) $ 0.9 $ (0.4 ) $ (3.9 ) Pension and postretirement non-service income Pension settlement — 1.3 13.8 Pension and postretirement non-service income Postretirement healthcare settlement (1.0 ) — — Pension and postretirement non-service income Net actuarial loss (gain) (1.4 ) — 0.5 Pension and postretirement non-service income (1.5 ) 0.9 10.4 Total before tax 0.4 (0.2 ) (4.0 ) Income tax expense $ (1.1 ) $ 0.7 $ 6.4 Net of tax Currency translation losses $ 10.4 $ — $ — Selling, general and administrative expenses 10.4 — — Total before tax — — — Income tax expense $ 10.4 $ — $ — Net of tax 1 Amounts in parentheses indicate income recognized in the Consolidated Statements of Operations. Foreign Currency Transaction Gains and Losses — We recognized net foreign currency transaction losses from continuing operations of $2.3 million , $1.4 million , and $1.5 million in fiscal 2019 , 2018 , and 2017 , 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. Accounting Changes — In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers ("Topic 606"), which replaces most existing revenue recognition guidance in U.S. GAAP, including industry-specific requirements. Topic 606 provides companies with a single revenue recognition model for recognizing revenue with customers; specifically requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. We utilized a comprehensive approach to evaluate and document the impact of the guidance on our current accounting policies and practices in order to identify material differences, if any, that would result from applying the new requirements to our revenue contracts. We did not identify any material differences resulting from applying the new requirements to our revenue contracts. In addition, we did not identify any significant changes to our business processes, systems, and controls to support recognition and disclosure requirements under the new guidance. We adopted the provisions of Topic 606 in fiscal 2019 utilizing the modified retrospective method. We recorded a $0.5 million cumulative effect adjustment, net of tax, to the opening balance of fiscal 2019 retained earnings, a decrease to receivables of $7.6 million , an increase to inventories of $2.8 million , an increase to prepaid expenses and other current assets of $6.9 million , an increase to other accrued liabilities of $1.4 million , and an increase to other noncurrent liabilities of $0.2 million . The adjustments primarily related to the timing of recognition of certain customer charges, trade promotional expenditures, and volume discounts. The effect of the changes made to our Consolidated Balance Sheet as of May 26, 2019 for the adoption of Topic 606 was as follows: As Reported Adjustments Balances without Adoption of Topic 606 Current assets Receivables, less allowance for doubtful accounts $ 831.7 $ 8.7 $ 840.4 Inventories 1,571.7 (3.1 ) 1,568.6 Prepaid expenses and other current assets 93.8 (16.6 ) 77.2 Current liabilities Other accrued liabilities 691.6 (1.1 ) 690.5 Other noncurrent liabilities 1,951.8 (2.5 ) 1,949.3 The effect of the changes made to our Consolidated Statement of Earnings for the adoption of Topic 606 was as follows: Fiscal 2019 As Reported Adjustments Balances without Adoption of Topic 606 Net sales $ 9,538.4 $ 15.5 $ 9,553.9 Cost of goods sold 6,885.4 24.5 6,909.9 Income from continuing operations before income taxes and equity method investment earnings 823.3 (9.0 ) 814.3 In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The effective date for this standard is for fiscal years beginning after December 31, 2017. We adopted this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments , which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash , which provides amendments to current guidance to address the classifications and presentation of changes in restricted cash in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business , which provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted this ASU prospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires companies to present the service cost component of net benefit cost in the same line items in which they report compensation cost. Companies are required to present all other components of net benefit cost outside operating income, if this subtotal is presented. In addition, the new standard requires that only the service cost component of net periodic benefit expense is eligible for capitalization. The new standard requires retrospective adoption of the presentation of net periodic benefit expense and prospective application of the capitalization of the service cost component. We adopted this ASU in fiscal 2019. As a result, the following amounts were reclassified in fiscal 2018 and 2017 to correspond to the current year presentation: 2018 2017 Reclassified from Cost of goods sold $ — $ 1.7 Reclassified from Selling, general and administrative expense 80.4 53.5 Reclassified to Pension and postretirement non-service income $ 80.4 $ 55.2 In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The effective date for the standard is for fiscal years beginning after December 15, 2018. We elected to early adopt this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. See Note 18 for a discussion of our derivatives. In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans , which modifies the disclosure requirements for defined benefit pension plans and other post-retirement plans. The effective date for this standard is for fiscal years beginning after December 15, 2020, with early adoption permitted. We elected to early adopt this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements and related disclosures. Recently Issued Accounting Standards — In February 2016, the FASB issued ASU 2016-02, Leases , Topic 842 , which requires lessees to reflect most leases on their balance sheet as assets and obligations. The effective date for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are evaluating the effect that this standard will have on our consolidated financial statements and related disclosures. We have identified an accounting system to support the future state lease accounting process and continue to develop the future state process design as part of the overall system implementation. We have populated the accounting system with lease data and have validated the completeness and accuracy of such data. We expect the adoption of this standard to result in an increase in total assets and liabilities related to operating leases that are currently not recorded on our consolidated balance sheet, however, we do not expect there to be a material impact to our earnings or cash flows. See Note 16 for the total amount of our noncancelable operating lease commitments. The standard can be applied using the modified retrospective method or entities may also elect the optional transition method provided under ASU 2018-11, Leases, Topic 842: Targeted Improvement, issued in July 2018, allowing for application of the standard at the adoption date, with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We will adopt this ASU on the first day of our fiscal year 2020 using the optional transition method and will elect certain practical expedients permitted under the transition guidance, including not reassessing whether existing contracts contain leases and carrying forward the historical classification of leases. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) : Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The effective date for the standard is for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We do not expect ASU 2018-15 to have a material impact to our consolidated financial statements and related disclosures. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
May 26, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS On October 26, 2018, we acquired Pinnacle Foods Inc. ("Pinnacle"), a branded packaged foods company specializing in shelf-stable and frozen foods, which is now a wholly-owned subsidiary of the Company. Pursuant to the Agreement and Plan of Merger, dated as of June 26, 2018 (the "Merger Agreement"), among the Company, Pinnacle, and Patriot Merger Sub Inc., a wholly-owned subsidiary of the Company that ceased to exist at the effective time of the merger, each outstanding share of Pinnacle common stock was converted into the right to receive $43.11 per share in cash and 0.6494 shares of common stock, par value $5.00 per share, of the Company ("Company Shares") (together, the "Merger Consideration"), with cash payable in lieu of fractional shares of Company Shares. The total amount of consideration paid in connection with the acquisition was approximately $8.03 billion and consisted of: (1) cash of $5.17 billion ( $5.12 billion net of cash acquired); (2) 77.5 million Company Shares, with an approximate value of $2.82 billion , issued out of the Company's treasury; and (3) replacement awards issued to former Pinnacle employees representing the fair value attributable to pre-combination service (see Note 14) of $51.1 million . In connection with the acquisition, we issued long-term debt of $8.33 billion (see Note 4) (which includes funding under the new term loan agreement) and received cash proceeds of $575.0 million ( $555.7 million net of related fees) from the issuance of common stock in an underwritten public offering. We used such proceeds for the payment of the cash portion of the Merger Consideration, the repayment of Pinnacle debt acquired, the refinancing of certain Conagra Brands debt, and the payment of related fees and expenses. The following table summarizes our current allocation of the total purchase consideration to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. October 26, Cash and cash equivalents $ 47.2 Receivables 202.8 Inventories 653.7 Prepaid expenses and other current assets 14.9 Property, plant and equipment 721.2 Goodwill 7,015.9 Brands, trademarks and other intangibles 3,519.5 Other assets 24.3 Current liabilities (605.5 ) Senior long-term debt, excluding current installments (2,671.3 ) Noncurrent deferred tax liabilities (814.1 ) Other noncurrent liabilities (74.6 ) Total assets acquired and liabilities assumed $ 8,034.0 During fiscal 2019, we made adjustments to our initial allocations, which resulted in an increase to goodwill of $353.9 million . This goodwill increase resulted primarily from reductions in values of brands, trademarks and other intangibles of $355.6 million , property, plant and equipment of $20.8 million , and deferred tax liabilities of $32.3 million as we refine our fair value estimates. These changes did not have a significant impact on our net income for the fiscal year ended May 26, 2019 . Goodwill represents the excess of the consideration transferred over the preliminary estimate of fair values of the assets acquired and liabilities assumed and is primarily attributable to synergies and intangible assets such as assembled workforce which are not separately recognizable. Of the total goodwill, $236.7 million is deductible for tax purposes. Amortizable brands, trademarks and other intangibles totaled $668.7 million and have a weighted average estimated useful life of 25 years . We are currently completing our fair value assessment of the acquired assets and liabilities with the assistance of third-party valuation specialists and any adjustments identified in the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively. Until we complete our fair value assessments and further integration activities and organizational structural changes occur, our Pinnacle business is considered a separate reportable segment and all goodwill was preliminarily allocated to reporting units within this segment. The results of operations of Pinnacle are reported in the Company's consolidated financial statements from the date of acquisition and include $1.73 billion of total net sales and $238.2 million of operating profit for fiscal 2019 , which are included in the Pinnacle Foods segment's financial results. The following unaudited pro forma financial information presents the combined results of operations as if the acquisition of Pinnacle had occurred on May 29, 2017, the beginning of fiscal year 2018. These unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. 2019 2018 Pro forma net sales $ 10,788.1 $ 11,034.2 Pro forma net income from continuing operations attributable to Conagra Brands, Inc. $ 803.8 $ 1,089.7 The pro forma results include adjustments for amortization of acquired intangible assets, depreciation, and interest expense on debt issued to finance the acquisition as well as the related income taxes. The pro forma results also include the following material nonrecurring adjustments, along with the related income tax effect of the adjustments: • Acquisition related costs incurred by the Company of $62.7 million during fiscal 2019 were excluded and assumed to have been incurred at the beginning of fiscal 2018. Acquisition related costs incurred by Pinnacle of $66.8 million during fiscal 2019 were excluded from the pro forma results. • Non-recurring expense of $53.0 million for fiscal 2019 related to the fair value adjustment to acquisition-date inventory estimated to have been sold was removed and $54.1 million of expense was included in the results for fiscal 2018. • Non-recurring expense of $45.7 million for fiscal 2019 related to securing bridge financing for the acquisition were excluded and assumed to have been incurred at the beginning of fiscal 2018. In February 2018, we acquired the Sandwich Bros. of Wisconsin ® business, maker of frozen breakfast and entree flatbread pocket sandwiches, for a cash purchase price of $87.3 million , net of cash acquired, including working capital adjustments. Approximately $57.8 million has been classified as goodwill and $9.7 million and $7.1 million have been classified as non-amortizing and amortizing intangible assets, respectively. The amount allocated to goodwill is deductible for tax purposes. The business is included in the Refrigerated & Frozen segment. In October 2017, we acquired Angie's Artisan Treats, LLC, maker of Angie's ® BOOMCHICKAPOP ® ready-to-eat popcorn, for a cash purchase price of $249.8 million , net of cash acquired, including working capital adjustments. Approximately $156.7 million has been classified as goodwill, of which $95.4 million is deductible for income tax purposes. Approximately $73.8 million and $10.3 million of the purchase price have been allocated to non-amortizing and amortizing intangible assets, respectively. The business is primarily included in the Grocery & Snacks segment, and to a lesser extent within the International segment. In April 2017, we acquired protein-based snacking businesses Thanasi Foods LLC, maker of Duke’s ® meat snacks, and BIGS LLC, maker of BIGS ® seeds, for $217.6 million , net of cash acquired, including working capital adjustments. Approximately $133.3 million has been classified as goodwill, of which $70.5 million is deductible for income tax purposes. Approximately $65.1 million and $16.1 million of the purchase price have been allocated to non-amortizing and amortizing intangible assets, respectively. These businesses are primarily included in the Grocery & Snacks segment. In September 2016, we acquired the operating assets of Frontera Foods, Inc. and Red Fork LLC, including the Frontera ® , Red Fork ® , and Salpica ® brands. These businesses make authentic, gourmet Mexican food products and contemporary American cooking sauces. We acquired the business for $108.1 million , net of cash acquired, including working capital adjustments. Approximately $39.5 million has been classified as goodwill and $59.5 million and $7.2 million have been classified as non-amortizing and amortizing intangible assets, respectively. The amount allocated to goodwill is deductible for tax purposes. These businesses are reflected principally within the Grocery & Snacks and Refrigerated & Frozen segments, and to a lesser extent within the International segment. These acquisitions collectively contributed $319.1 million , $214.3 million , and $36.5 million to net sales during fiscal 2019 , 2018 , and 2017 , respectively. For each of these acquisitions, the amounts allocated to goodwill were primarily attributable to anticipated synergies, product portfolios, and other intangibles that do not qualify for separate recognition. |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 12 Months Ended |
May 26, 2019 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | 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 recently acquired operations of Pinnacle (the "Pinnacle Integration Restructuring Plan") for the purpose of achieving significant cost synergies between the companies. We expect to incur material charges for exit and disposal activities under U.S. GAAP. Although we remain unable to make good faith estimates relating to the entire Pinnacle Integration Restructuring Plan, we are reporting on actions initiated through the end of fiscal 2019, 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. We expect to incur up to $ 360.0 million of operational expenditures ($ 285.0 million of cash charges and $ 75.0 million of non-cash charges) as well as $ 85.0 million of capital expenditures under the Pinnacle Integration Restructuring Plan. We have incurred or expect to incur approximately $ 260.1 million of charges ($ 254.0 million of cash charges and $ 6.1 million of non-cash charges) for actions identified to date under the Pinnacle Integration Restructuring Plan. We expect to incur costs related to the Pinnacle Integration Restructuring Plan over a three -year period. 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 end of fiscal 2019): International Pinnacle Foods Corporate Total Other cost of goods sold $ — $ 5.7 $ — $ 5.7 Total cost of goods sold — 5.7 — 5.7 Severance and related costs 0.7 0.6 116.8 118.1 Accelerated depreciation — — 6.1 6.1 Contract/lease termination — 0.8 19.8 20.6 Consulting/professional fees 0.2 — 96.1 96.3 Other selling, general and administrative expenses 0.1 — 13.2 13.3 Total selling, general and administrative expenses 1.0 1.4 252.0 254.4 Consolidated total $ 1.0 $ 7.1 $ 252.0 $ 260.1 During fiscal 2019, we recognized the following pre-tax expenses for the Pinnacle Integration Restructuring Plan: International Pinnacle Foods Corporate Total Other cost of goods sold $ — $ 3.7 $ — $ 3.7 Total cost of goods sold — 3.7 — 3.7 Severance and related costs 0.7 0.6 110.8 112.1 Accelerated depreciation — — 4.7 4.7 Contract/lease termination — 0.8 0.3 1.1 Consulting/professional fees 0.2 — 38.1 38.3 Other selling, general and administrative expenses 0.1 — 8.2 8.3 Total selling, general and administrative expenses 1.0 1.4 162.1 164.5 Consolidated total $ 1.0 $ 5.1 $ 162.1 $ 168.2 Included in the above results are $ 163.5 million of charges that have resulted or will result in cash outflows and $ 4.7 million in non-cash charges. Liabilities recorded for the Pinnacle Integration Restructuring Plan and changes therein for fiscal 2019 were as follows: Balance at May 27, 2018 Costs Incurred and Charged to Expense Costs Paid or Otherwise Settled Changes in Estimates Balance at May 26, 2019 Severance and related costs $ — $ 121.2 $ (35.2 ) $ (9.1 ) $ 76.9 Contract/lease termination — 1.1 (0.1 ) — 1.0 Consulting/professional fees — 38.3 (19.9 ) — 18.4 Other costs — 12.0 (10.8 ) — 1.2 Total $ — $ 172.6 $ (66.0 ) $ (9.1 ) $ 97.5 Conagra Restructuring Plan During fiscal 2019, management initiated a new restructuring plan (the "Conagra Restructuring Plan") for costs in connection with actions taken to improve SG&A effectiveness and efficiencies and to optimize our supply chain network. We have incurred or expect to incur $ 4.3 million of charges ($ 2.4 million of cash charges and $ 1.9 million of non-cash charges) for actions identified to date under the Conagra Restructuring Plan. We are unable to quantify the scope of the entire Conagra Restructuring Plan at this time. During fiscal 2019, we recognized charges of $ 2.2 million ($ 1.4 million of cash charges and $ 0.8 million in non-cash charges) in connection with the Conagra Restructuring Plan. Supply Chain and Administrative Efficiency Plan As of May 26, 2019, we had substantially completed our restructuring activities related to our Supply Chain and Administrative Efficiency Plan (the "SCAE Plan"). We recognized charges of $ 9.6 million , $ 38.0 million , and $ 63.6 million in connection with the SCAE Plan related to our continuing operations in fiscal 2019, 2018, and 2017, respectively. We have recognized $ 469.9 million in pre-tax expenses ($ 103.3 million in cost of goods sold, $ 364.3 million in SG&A expenses, and $ 2.3 million in pension and postretirement non-service income) from the inception of the SCAE Plan through May 26, 2019, related to our continuing operations. Included in these results were $ 319.9 million of cash charges and $ 150.0 million of non-cash charges. Our total pre-tax expenses for the SCAE Plan related to our continuing operations are expected to be $ 471.0 million ($ 321.0 million of cash charges and $ 150.0 million of non-cash charges). |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
May 26, 2019 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT May 26, 2019 May 27, 2018 5.4% senior debt due November 2048 $ 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 — 8.25% senior debt due September 2030 300.0 300.0 4.85% senior debt due November 2028 1,300.0 — 7.0% senior debt due October 2028 382.2 382.2 6.7% senior debt due August 2027 9.2 9.2 7.125% senior debt due October 2026 262.5 262.5 4.6% senior debt due November 2025 1,000.0 — 4.3% senior debt due May 2024 1,000.0 — LIBOR plus 1.50% term loan due October 2023 200.0 — 3.2% senior debt due January 2023 837.0 837.0 3.25% senior debt due September 2022 250.0 250.0 LIBOR plus 1.375% term loan due October 2021 200.0 — 3.8% senior debt due October 2021 1,200.0 — 9.75% subordinated debt due March 2021 195.9 195.9 LIBOR plus 0.75% senior debt due October 2020 525.0 — LIBOR plus 0.50% senior debt due October 2020 500.0 500.0 4.95% senior debt due August 2020 126.6 126.6 LIBOR plus 0.75% term loan due February 2019 — 300.0 2.00% to 9.59% lease financing obligations due on various dates through 2033 165.4 94.7 Other indebtedness 0.1 0.2 Total face value of debt 10,722.0 3,526.4 Unamortized fair value adjustment 24.5 27.6 Unamortized discounts (19.0 ) (5.8 ) Unamortized debt issuance costs (52.1 ) (11.3 ) Adjustment due to hedging activity 0.9 1.6 Less current installments (20.6 ) (307.0 ) Total long-term debt $ 10,655.7 $ 3,231.5 The aggregate minimum principal maturities of the long-term debt for each of the five fiscal years following May 26, 2019 , are as follows: 2020 $ 20.6 2021 1,368.2 2022 1,420.4 2023 1,103.4 2024 1,213.0 Pinnacle Acquisition Financing In the first quarter of fiscal 2019, in connection with the announcement of the Pinnacle acquisition, we secured $9.0 billion in fully committed bridge financing. Prior to the acquisition, we capitalized financing costs related to the bridge financing of $45.7 million to be amortized over the commitment period. Our net interest expense included $11.9 million for fiscal 2019 as a result of this amortization. The bridge facility was terminated in connection with the acquisition, and we recognized $33.8 million of expense within SG&A expenses for the remaining unamortized financing costs. Also in the first quarter of fiscal 2019, we entered into a term loan agreement (the “Term Loan Agreement”) with a syndicate of financial institutions providing for term loans to the Company in an aggregate principal amount of up to $1.30 billion , as well as deal-contingent forward starting interest rate swap contracts (see Note 18) to hedge a portion of the interest rate risk related to our anticipated issuance of long-term debt to help finance the acquisition of Pinnacle. During the second quarter of fiscal 2019, to finance a portion of our acquisition of Pinnacle, we (i) issued new senior unsecured notes in an aggregate principal amount of $7.025 billion and (ii) borrowed $1.30 billion under the Term Loan Agreement. We issued the new senior unsecured notes in seven tranches: floating rate senior notes due October 22, 2020 in an aggregate principal amount of $525.0 million with interest equal to three-month LIBOR plus 0.75% , 3.8% senior notes due October 22, 2021 in an aggregate principal amount of $1.20 billion ; 4.3% senior notes due May 1, 2024 in an aggregate principal amount of $1.0 billion ; 4.6% senior notes due November 1, 2025 in an aggregate principal amount of $1.0 billion ; 4.85% senior notes due November 1, 2028 in an aggregate principal amount of $1.30 billion ; 5.3% senior notes due November 1, 2038 in an aggregate principal amount of $1.0 billion ; and 5.4% senior notes due November 1, 2048 in an aggregate principal amount of $1.0 billion . Our $1.30 billion of borrowings under the Term Loan Agreement consisted of a $650.0 million tranche of three -year term loans and a $650.0 million tranche of five -year term loans. The three -year tranche loans mature on October 26, 2021, and the five -year tranche loans mature on October 26, 2023. These term loans bear interest at, at the Company's election, either (a) LIBOR plus a percentage spread (ranging from 1% to 1.625% for three -year tranche loans and 1.125% to 1.75% for five -year tranche loans) based on the Company's senior unsecured long-term indebtedness ratings or (b) the alternate base rate, described in the 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 LIBOR plus 1.00% , plus a percentage spread (ranging from 0% to 0.625% for three -year tranche loans and 0.125% to 0.75% for five -year tranche loans) based on the Company's senior unsecured long-term indebtedness ratings. The Company may voluntarily prepay term loans under the Term Loan Agreement, in whole or in part, without penalty, subject to certain conditions. During fiscal 2019, we repaid $900.0 million of our borrowings under the Term Loan Agreement, which repayment consisted of $450.0 million of the three -year tranche loans and $450.0 million of the five -year tranche loans. Subsequent to fiscal 2019, we repaid an additional $100.0 million of the three -year tranche loans and $100.0 million of the five -year tranche loans. In the second quarter of fiscal 2019, in connection with the Pinnacle acquisition, we prepaid in full $2.40 billion of obligations and liabilities of Pinnacle under or in respect of Pinnacle's credit agreement and other debt agreements. We also redeemed $350.0 million in aggregate principal amount of Pinnacle's outstanding 5.875% senior notes due January 15, 2024 and recognized a charge of $3.9 million as a cost of early retirement of debt. Also, in connection with the financing for the Pinnacle acquisition, we capitalized $49.6 million of debt issuance costs. Our net interest expense in fiscal 2019 was reduced by $2.0 million due to the impact of the interest rate swap contracts entered into in the first quarter of fiscal 2019. During the second quarter of fiscal 2019, we terminated the interest rate swap contacts 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. Other Long-Term Debt During the third quarter of fiscal 2018, we entered into a term loan agreement (the "Prior Term Loan Agreement") with a financial institution. The Prior Term Loan Agreement provided for term loans to the Company in an aggregate principal amount not to exceed $300.0 million , maturing on February 26, 2019. During the fourth quarter of fiscal 2018, we borrowed the full amount of the $300.0 million provided for under the Prior Term Loan Agreement. During the second quarter of fiscal 2019, we repaid in full the principal balance of all term loans outstanding under the Prior Term Loan Agreement. This did not result in a significant gain or loss. During the fourth quarter of fiscal 2018, we repaid the remaining principal balance of $70.0 million of our 2.1% senior notes on the maturity date of March 15, 2018. During the third quarter of fiscal 2018, we repaid the remaining principal balance of $119.6 million of our 1.9% senior notes on the maturity date of January 25, 2018. During the third quarter of fiscal 2018, we repaid the remaining capital lease liability balance of $28.5 million in connection with the early exit of an unfavorable lease contract. During the second quarter of fiscal 2018, we issued $500.0 million aggregate principal amount of floating rate notes due October 9, 2020. The notes bear interest at a rate equal to three-month LIBOR plus 0.50% per annum. During the third quarter of fiscal 2017, we repaid the remaining principal balance of $224.8 million of our 5.819% senior notes due 2017 and $248.2 million principal amount of our 7.0% senior notes due 2019, in each case prior to maturity, resulting in a net loss on early retirement of debt of $32.7 million . In connection with the Spinoff of Lamb Weston (see Note 6), Lamb Weston issued to us $1.54 billion aggregate principal amount of senior notes (the "Lamb Weston notes"). On November 9, 2016, we exchanged the Lamb Weston notes for $250.2 million aggregate principal amount of our 5.819% senior notes due 2017, $880.4 million aggregate principal amount of our 1.9% senior notes due 2018, $154.9 million aggregate principal amount of our 2.1% senior notes due 2018, $86.9 million aggregate principal amount of our 7.0% senior notes due 2019, and $71.1 million aggregate principal amount of our 4.95% senior notes due 2020 (collectively, the "Conagra notes"), which had been purchased in the open market by certain investment banks prior to the Spinoff. Following the exchange, we cancelled the Conagra notes. These actions resulted in a net loss of $60.6 million as a cost of early retirement of debt. During the first quarter of fiscal 2017, we repaid the entire principal balance of $550.0 million of our floating rate notes on the maturity date of July 21, 2016. General The Revolving Credit Facility (as defined in Note 5) and the Term Loan Agreement generally require 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 5.875 through the first quarter of fiscal 2020 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 May 26, 2019 , we were in compliance with all financial covenants under the Revolving Credit Facility and the Term Loan Agreement. Net interest expense consists of: 2019 2018 2017 Long-term debt $ 385.9 $ 161.2 $ 203.6 Short-term debt 15.0 4.8 0.6 Interest income (6.8 ) (3.8 ) (3.7 ) Interest capitalized (2.7 ) (3.5 ) (5.0 ) $ 391.4 $ 158.7 $ 195.5 Interest paid from continuing operations was $375.6 million , $164.5 million , and $223.7 million in fiscal 2019 , 2018 , and 2017 , respectively. |
CREDIT FACILITIES AND BORROWING
CREDIT FACILITIES AND BORROWINGS | 12 Months Ended |
May 26, 2019 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND BORROWINGS | CREDIT FACILITIES AND BORROWINGS At May 26, 2019 , 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. In the fourth quarter of fiscal 2019, the Company entered into an amendment to extend the existing termination date under the Revolving Credit Facility for one additional year, effective July 11, 2019. As of May 26, 2019 , there were no outstanding borrowings under the Revolving Credit Facility. The Revolving Credit Facility contains events of default customary for unsecured investment grade credit facilities with corresponding grace periods. The Revolving Credit Facility contains customary affirmative and negative covenants for unsecured investment grade credit facilities of this type. It 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 certain decreasing specified levels, ranging from 5.875 through the first quarter of fiscal 2020 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 May 26, 2019 , we were in compliance with all financial covenants under the Revolving Credit Facility. We finance our short-term liquidity needs with bank borrowings, commercial paper borrowings, and bankers' acceptances. As of May 26, 2019 , there were no outstanding borrowings under our commercial paper program. As of May 27, 2018 , we had $277.0 million outstanding under our commercial paper program at an average weighted interest rate of 2.08% . |
DISCONTINUED OPERATIONS AND OTH
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES | 12 Months Ended |
May 26, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES | DISCONTINUED OPERATIONS AND OTHER DIVESTITURES Lamb Weston Spinoff On November 9, 2016, we completed the Spinoff of our Lamb Weston business. As of such date, we did not beneficially own any equity interest in Lamb Weston and no longer consolidated Lamb Weston into our financial results. The business results were previously reported in the Commercial segment. We reflected the results of this business as discontinued operations for all periods presented. The summary comparative financial results of the Lamb Weston business through the date of the Spinoff, included within discontinued operations, were as follows: 2019 2018 2017 Net sales $ — $ — $ 1,407.9 Income (loss) from discontinued operations before income taxes and equity method investment earnings $ — $ (0.3 ) $ 172.3 Income (loss) before income taxes and equity method investment earnings — (0.3 ) 172.3 Income tax expense (benefit) 2.8 (14.6 ) 87.5 Equity method investment earnings — — 15.9 Income (loss) from discontinued operations, net of tax (2.8 ) 14.3 100.7 Less: Net income attributable to noncontrolling interests — — 6.8 Net income (loss) from discontinued operations attributable to Conagra Brands, Inc. $ (2.8 ) $ 14.3 $ 93.9 During fiscal 2017 , we incurred $74.8 million of expenses in connection with the Spinoff primarily related to professional fees and contract services associated with preparation of regulatory filings and separation activities. These expenses are reflected in income from discontinued operations. During fiscal 2019 and 2018, we recognized income tax expense of $2.8 million and an income tax benefit of $14.5 million , respectively, due to adjustments of the estimated deductibility of these costs. In connection with the Spinoff, total assets of $2.28 billion and total liabilities of $2.98 billion (including debt of $2.46 billion ) were transferred to Lamb Weston. As part of the consideration for the Spinoff, the Company received a cash payment from Lamb Weston in the amount of $823.5 million . See Note 4 for discussion of the debt-for-debt exchange related to the Spinoff. We entered into a transition services agreement in connection with the Lamb Weston Spinoff and recognized $2.2 million and $4.2 million of income for the performance of services during fiscal 2018 and 2017 , respectively, classified within SG&A expenses. Private Brands Operations On February 1, 2016, pursuant to the Stock Purchase Agreement, dated as of November 1, 2015, we completed the disposition of our Private Brands operations to TreeHouse Foods, Inc. ("TreeHouse"). The summary comparative financial results of the Private Brands business, included within discontinued operations, were as follows: 2019 2018 2017 Loss on sale of business $ — $ — $ (1.6 ) Income from discontinued operations before income taxes and equity method investment earnings 0.9 0.4 3.9 Income before income taxes and equity method investment earnings 0.9 0.4 2.3 Income tax expense (benefit) — 0.5 (0.3 ) Income (loss) from discontinued operations, net of tax $ 0.9 $ (0.1 ) $ 2.6 We entered into a transition services agreement with TreeHouse and recognized $2.2 million and $16.9 million of income for the performance of services during fiscal 2018 and 2017 , respectively, classified within SG&A expenses. ConAgra Mills Operations On May 29, 2014, the Company, Cargill, Incorporated ("Cargill"), and CHS, Inc. ("CHS") completed the formation of the Ardent Mills joint venture. In connection with the formation, we contributed to Ardent Mills all of the assets of ConAgra Mills, our milling operations. Our equity in the earnings of Ardent Mills is reflected in our continuing operations. In fiscal 2017, we adjusted a multi-employer pension withdrawal liability related to our former milling operations by $2.0 million ( $1.3 million after-tax). This expense was recognized within discontinued operations. Other Divestitures During the first quarter of fiscal 2019, we completed the sale of our Del Monte ® processed fruit and vegetable business in Canada, which was included in our International segment, to Bonduelle Group for combined proceeds of $32.2 million . We recognized a gain on the sale of $13.2 million , included within SG&A expenses. The assets of this business have been reclassified as assets held for sale within our Consolidated Balance Sheets for all periods presented prior to the divestiture. The assets classified as held for sale reflected in our Consolidated Balance Sheets related to the Del Monte ® processed fruit and vegetable business in Canada were as follows: May 27, 2018 Current assets $ 6.1 Noncurrent assets (including goodwill of $5.8 million) 11.5 During the fourth quarter of fiscal 2019, we completed the sale of our Wesson ® oil business for net proceeds of $171.8 million , subject to final working capital adjustments. The business results were previously reported primarily in our Grocery & Snacks segment, and to a lesser extent within the Foodservice and International segments. We recognized a gain on the sale of $33.1 million included within SG&A expenses. The assets of this business have been reclassified as assets held for sale within our Consolidated Balance Sheets for all periods presented prior to the divestiture. We recognized an impairment charge of $27.6 million within SG&A expenses in fiscal 2017, as a production facility was not initially included in the assets to be sold, and we did not expect to recover the carrying value of this facility through future associated cash flows. This production facility was included in the assets transferred in the final Wesson ® oil business divestiture transaction. The assets classified as held for sale reflected in our Consolidated Balance Sheets related to the Wesson ® oil business were as follows: May 27, 2018 Current assets $ 37.7 Noncurrent assets (including goodwill of $74.5 million) 101.0 On May 24, 2019, we completed the sale of our Italian-based frozen pasta business, Gelit, for proceeds net of cash divested of $77.5 million , subject to final working capital adjustments. The business results were previously reported in our Refrigerated & Frozen segment. We recognized a gain on the sale of $23.1 million included within SG&A expenses. The assets and liabilities of this business have been reclassified as assets and liabilities held for sale within our Consolidated Balance Sheets for all periods presented prior to the divestiture. The assets and liabilities classified as held for sale reflected in our Consolidated Balance Sheets related to Gelit were as follows: May 27, 2018 Current assets $ 23.5 Noncurrent assets (including goodwill of $15.1 million) 43.3 Current liabilities 13.9 Noncurrent liabilities 4.4 During the first quarter of fiscal 2017, we completed the sales of our Spicetec Flavors & Seasonings business ("Spicetec") and our JM Swank business, each of which was part of our Commercial segment, for $329.7 million and $159.3 million , respectively, in cash, net of cash included in the dispositions. We recognized pre-tax gains from the sales of $144.8 million and $52.6 million , respectively. We entered into transition services agreements in connection with the sales of these businesses and recognized $0.2 million and $1.9 million of income during fiscal 2018 and fiscal 2017 , respectively, classified within SG&A expenses. From time to time we actively market certain other assets. Balances totaling $8.2 million and $29.4 million at May 26, 2019 and May 27, 2018 , respectively, have been reclassified as assets held for sale within our Consolidated Balance Sheets for periods prior to the disposal of these individual asset groups. |
INVESTMENTS IN JOINT VENTURES
INVESTMENTS IN JOINT VENTURES | 12 Months Ended |
May 26, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN JOINT VENTURES | INVESTMENTS IN JOINT VENTURES The total carrying value of our equity method investments at the end of fiscal 2019 and 2018 was $796.3 million and $776.2 million , respectively. These amounts are included in other assets and reflect our 44% ownership interest in Ardent Mills and 50% ownership interests in other joint ventures. Due to differences in fiscal reporting periods, we recognized the equity method investment earnings on a lag of approximately one month. In fiscal 2019 , we had purchases from our equity method invest ees of $39.4 million . Total dividends received from equity method investments in fiscal 2019 were $55.0 million . In fiscal 2018 , we had purchases from our equity method investees of $34.9 million . Total dividends received from equity method investments in fiscal 2018 were $ 62.5 million . In fiscal 2017 , we had purchases from our equity method investees of $41.8 million . Total dividends received from equity method investments in fiscal 2017 were $68.2 million . Summarized combined financial information for our equity method investments on a 100% basis is as follows: 2019 2018 2017 Net Sales: Ardent Mills $ 3,476.0 $ 3,344.1 $ 3,180.0 Others 195.4 198.8 177.7 Total net sales $ 3,671.4 $ 3,542.9 $ 3,357.7 Gross margin: Ardent Mills $ 281.9 $ 386.5 $ 340.3 Others 45.5 34.8 34.6 Total gross margin $ 327.4 $ 421.3 $ 374.9 Earnings after income taxes: Ardent Mills $ 151.9 $ 197.0 $ 152.0 Others 18.1 10.1 10.1 Total earnings after income taxes $ 170.0 $ 207.1 $ 162.1 May 26, 2019 May 27, 2018 Ardent Mills: Current assets $ 952.6 $ 974.6 Noncurrent assets 1,669.8 1,675.7 Current liabilities 361.2 355.6 Noncurrent liabilities 496.9 510.9 Others: Current assets $ 89.2 $ 76.4 Noncurrent assets 19.0 15.5 Current liabilities 43.4 37.5 Noncurrent liabilities 0.7 0.1 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
May 26, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES Variable Interest Entities Not Consolidated We lease or leased certain office buildings from entities that we have determined to be variable interest entities. The lease agreements with these entities include fixed-price purchase options for the assets being leased. The lease agreements also contain contingent put options (the "lease put options") that allow or allowed the lessors to require us to purchase the buildings at the greater of original construction cost, or fair market value, without a lease agreement in place (the "put price") in certain limited circumstances. As a result of substantial impairment charges related to our divested Private Brands operations, these lease put options became exercisable. We are amortizing the difference between the put price and the estimated fair value (without a lease agreement in place) of the property over the remaining lease term within SG&A expenses. During fiscal 2018, we purchased two buildings that were subject to lease put options and recognized net losses totaling $48.2 million for the early exit of unfavorable lease contracts. During fiscal 2017, one of these lease agreements expired, and we reversed the applicable accrual and recognized a benefit of $ 6.7 million in SG&A expenses. As of May 26, 2019 and May 27, 2018 , there was one remaining leased building subject to a lease put option for which the put option price exceeded the estimated fair value of the property by $8.2 million , of which we had accrued $1.6 million and $1.2 million , respectively. This lease is accounted for as an operating lease, and accordingly, there are no material assets and liabilities, other than the accrued portion of the put price, associated with this entity included in the Consolidated Balance Sheets. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this entity. In making this determination, we have considered, among other items, the terms of the lease agreement, the expected remaining useful life of the asset leased, and the capital structure of the lessor entity. |
GOODWILL AND OTHER IDENTIFIABLE
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS | 12 Months Ended |
May 26, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS | GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS The change in the carrying amount of goodwill for fiscal 2019 and 2018 was as follows: Grocery & Snacks Refrigerated & Frozen International Foodservice Pinnacle Foods Total Balance as of May 28, 2017 $ 2,439.1 $ 1,022.8 $ 247.8 $ 571.1 $ — $ 4,280.8 Acquisitions 155.2 57.8 — — — 213.0 Purchase accounting adjustments (1.5 ) — — — — (1.5 ) Currency translation — — (4.9 ) — — (4.9 ) Balance as of May 27, 2018 $ 2,592.8 $ 1,080.6 $ 242.9 $ 571.1 $ — $ 4,487.4 Acquisitions — — — — 7,015.9 7,015.9 Purchase accounting adjustments 1.5 — — — — 1.5 Currency translation — — (2.4 ) — (2.8 ) (5.2 ) Balance as of May 26, 2019 $ 2,594.3 $ 1,080.6 $ 240.5 $ 571.1 $ 7,013.1 $ 11,499.6 Other identifiable intangible assets were as follows: 2019 2018 Gross Accumulated Gross Accumulated Non-amortizing intangible assets $ 3,678.0 $ — $ 918.3 $ — Amortizing intangible assets 1,244.2 260.8 576.6 212.1 $ 4,922.2 $ 260.8 $ 1,494.9 $ 212.1 Non-amortizing intangible assets are comprised of brands and trademarks. Amortizing intangible assets, carrying a remaining weighted-average life of approximately 20 years , are principally composed of customer relationships, and acquired intellectual property. For fiscal 2019 , 2018 , and 2017 , we recognized amortization expense of $49.1 million , $34.9 million , and $33.6 million , respectively. Based on amortizing assets recognized in our Consolidated Balance Sheet as of May 26, 2019 , amortization expense is estimated to average $58.3 million for each of the next five years, with a high expense of $59.9 million in fiscal 2020 and decreasing to a low expense of $54.2 million in fiscal 2024. During fiscal 2019, in conjunction with the divestiture of our Italian-based frozen pasta business, Gelit, we reclassified $15.1 million and $1.7 million of goodwill and other identifiable intangible assets, respectively, to noncurrent assets held for sale for periods prior to the divestiture. During fiscal 2019, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairment charges of $76.5 million for our Chef Boyardee ® and Red Fork ® brands in our Grocery & Snacks segment. We also recognized impairment charges of $13.1 million for our Aylmer ® and Sundrop ® brands in our International segment. During fiscal 2018, as a result of our annual impairment test for indefinite lived intangibles, we recognized impairment charges of $4.0 million for our HK Anderson ® , Red Fork ® , and Salpica ® brands in our Grocery & Snacks segment. We also recognized an impairment charge of $0.8 million for our Aylmer ® brand in our International segment. During fiscal 2017, we recorded goodwill impairment charges in our International reporting segment totaling $198.9 million , of which $139.2 million related to our Canadian reporting unit and $59.7 million related to our Mexican reporting unit. These impairment charges resulted from a change in reporting segments, which occurred in the first quarter of fiscal 2017 when we were required to determine new reporting units at a lower level, and from further deterioration in forecasted sales and profits during fiscal 2017, which were caused primarily by changes in foreign exchange rates. In fiscal 2017, due to declining sales of certain brands, we elected to perform a quantitative impairment test for indefinite lived intangibles of those brands. During fiscal 2017, we recognized impairment charges of $31.5 million for our Del Monte ® brand and $5.5 million for our Aylmer ® brand in our International segment. We also recognized impairment charges of $67.1 million for our Chef Boyardee ® brand and $1.1 million for our Fiddle Faddle ® brand in our Grocery & Snacks segment. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
May 26, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 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. During the second quarter of fiscal 2019 , we issued 77.5 million shares of our common stock out of treasury to the former shareholders of Pinnacle pursuant to the terms of the Merger Agreement. In addition, we issued 16.3 million shares of our common stock, par value $5.00 per share, in an underwritten public offering in connection with the financing of the Pinnacle acquisition, with net proceeds of $555.7 million (see Note 2). The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share: 2019 2018 2017 Net income available to Conagra Brands, Inc. common stockholders: Income from continuing operations attributable to Conagra Brands, Inc. common stockholders $ 680.2 $ 794.1 $ 544.1 Income (loss) from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders (1.9 ) 14.3 95.2 Net income attributable to Conagra Brands, Inc. common stockholders $ 678.3 $ 808.4 $ 639.3 Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated — — 0.8 Net income available to Conagra Brands, Inc. common stockholders $ 678.3 $ 808.4 $ 638.5 Weighted average shares outstanding: Basic weighted average shares outstanding 444.0 403.9 431.9 Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities 1.6 3.5 4.1 Diluted weighted average shares outstanding 445.6 407.4 436.0 For fiscal 2019, 2018, and 2017, there were 2.0 million , 1.3 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. |
INVENTORIES
INVENTORIES | 12 Months Ended |
May 26, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The major classes of inventories were as follows: May 26, 2019 May 27, 2018 Raw materials and packaging $ 276.5 $ 202.9 Work in process 126.9 91.8 Finished goods 1,099.1 647.8 Supplies and other 69.2 46.2 Total $ 1,571.7 $ 988.7 |
OTHER NONCURRENT LIABILITIES
OTHER NONCURRENT LIABILITIES | 12 Months Ended |
May 26, 2019 | |
Other Liabilities Disclosure [Abstract] | |
OTHER NONCURRENT LIABILITIES | OTHER NONCURRENT LIABILITIES Other noncurrent liabilities consisted of: May 26, 2019 May 27, 2018 Postretirement health care and pension obligations $ 262.5 $ 261.7 Noncurrent income tax liabilities 1,349.0 487.3 Self-insurance liabilities 42.9 27.1 Environmental liabilities (see Note 17) 56.8 56.0 Technology agreement liability 28.7 42.7 Other 211.9 186.0 $ 1,951.8 $ 1,060.8 |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
May 26, 2019 | |
Equity [Abstract] | |
CAPITAL STOCK | 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, 2019 . 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. In May 2017 and May 2018, our Board approved increases to our share repurchase authorization of $1.0 billion each. We repurchased 27.4 million shares of our common stock for approximately $967.3 million in fiscal 2018 and 25.1 million shares of our common stock for approximately $1.0 billion in fiscal 2017 under this program. |
SHARE-BASED PAYMENTS
SHARE-BASED PAYMENTS | 12 Months Ended |
May 26, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED PAYMENTS | SHARE-BASED PAYMENTS In accordance with stockholder-approved equity incentive plans, we grant stock-based compensation awards, including restricted stock units, cash-settled restricted stock units, performance shares, performance-based restricted stock units, stock options, and stock appreciation rights. 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 19, 2014, our stockholders approved the Conagra Brands, Inc. 2014 Stock Plan (as amended effective December 11, 2017, the "Plan"). The Plan authorizes the issuance of up to 40.3 million shares of Conagra Brands common stock as well as 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. At May 26, 2019 , approximately 40.9 million shares were reserved for granting new share-based awards. All amounts below are of continuing and discontinued operations. Share Unit Awards In accordance with stockholder-approved equity incentive plans, we grant awards of restricted stock units and cash-settled restricted stock units ("share units") to employees and directors. These awards generally have requisite service periods of three years . Under each such award, stock or cash (as applicable) 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. All cash-settled restricted stock units are marked-to-market and presented within other current and noncurrent liabilities in our Consolidated Balance Sheets. The compensation expense for our stock-settled share unit awards totaled $23.9 million , $21.8 million , and $18.2 million for fiscal 2019 , 2018 , and 2017 , respectively, including discontinued operations of $1.4 million for fiscal 2017. The tax benefit related to the stock-settled share unit award compensation expense for fiscal 2019 , 2018 , and 2017 was $6.0 million , $7.2 million , and $7.0 million , respectively. The compensation expense for our cash-settled share unit awards totaled $17.5 million , $5.8 million , and $20.9 million for fiscal 2019 , 2018 , and 2017 , respectively, including discontinued operations of $2.6 million for fiscal 2017. The tax benefit related to the cash-settled share unit award compensation expense for fiscal 2019 , 2018 , and 2017 was $4.4 million , $1.9 million , and $8.0 million , respectively. During the second quarter of fiscal 2019 , in connection with the completion of the Pinnacle acquisition, we granted 2.0 million cash-settled share unit awards at a grant date fair value of $36.37 per share unit to Pinnacle employees in replacement of their unvested restricted share unit awards that were outstanding as of the closing date. Included in the compensation expense described above for fiscal 2019 is expense of $18.9 million for accelerated vesting of awards related to Pinnacle integration restructuring activities, net of the impact of marking-to-market these awards based on a lower market price of shares of Conagra Brands common stock. Approximately $36.3 million of the fair value of the replacement share unit awards granted to Pinnacle employees was attributable to pre-combination service and was included in the purchase price and established as a liability. Included in the expense for cash-settled share unit awards above is income of $6.7 million related to the mark-to-market of this liability. As of May 26, 2019 , our liability for the replacement awards was $15.9 million , which includes post-combination service expense, the mark-to-market of the liability, and the impact of payouts since completing the Pinnacle acquisition. Post-combination expense of approximately $3.9 million , based on the market price of shares of Conagra Brands common stock as of May 26, 2019 , is expected to be recognized related to the replacement awards over the remaining post-combination service period of approximately two years . The following table summarizes the nonvested share units as of May 26, 2019 and changes during the fiscal year then ended: Stock-Settled Cash-Settled Share Units Share Units (in Millions) Weighted Average Grant-Date Fair Value Share Units (in Millions) Weighted Average Grant-Date Fair Value Nonvested share units at May 27, 2018 1.78 $ 34.20 0.71 $ 34.58 Granted 0.89 $ 35.43 1.95 $ 36.37 Vested/Issued (0.72 ) $ 33.29 (1.64 ) $ 35.55 Forfeited (0.14 ) $ 35.08 (0.05 ) $ 36.07 Nonvested share units at May 26, 2019 1.81 $ 34.89 0.97 $ 36.20 During fiscal 2019 , 2018 , and 2017 , we granted 0.9 million , 0.9 million , and 0.6 million stock-settled share units, respectively, with a weighted average grant date fair value of $35.43 , $34.16 , and $46.79 per share unit, respectively. During fiscal 2017 , we granted 0.4 million cash-settled share units with a weighted average grant date fair value of $48.07 per share unit. No cash-settled share unit awards were granted in fiscal 2018. The total intrinsic value of stock-settled share units vested was $24.6 million , $18.5 million , and $27.0 million during fiscal 2019 , 2018 , and 2017 , respectively. The total intrinsic value of cash-settled share units vested was $50.5 million , $14.2 million , and $24.0 million during fiscal 2019 , 2018 , and 2017 , respectively. At May 26, 2019 , we had $25.2 million and $4.2 million of total unrecognized compensation expense that will be recognized over a weighted average period of 1.9 years and 1.5 years , related to stock-settled share unit awards and cash-settled share unit awards, respectively. Performance Share Awards In accordance with stockholder-approved equity incentive plans, we grant performance shares to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goal for one-third of the target number of performance shares for the three -year performance period ending in fiscal 2019 (the "2019 performance period") is based on our fiscal 2017 EBITDA return on capital, subject to certain adjustments. The fiscal 2017 EBITDA return on capital target, when set, excluded the results of Lamb Weston. The performance goal for the final two-thirds of the target number of performance shares granted for the 2019 performance period is based on our diluted EPS compound annual growth rate ("CAGR"), subject to certain adjustments, measured over the two -year period ending in fiscal 2019. In addition, for certain participants, all performance shares for the 2019 performance period are subject to an overarching EPS goal that must be met in each fiscal year of the 2019 performance period before any payout on the performance shares can be made to such participants. The awards actually earned for the 2019 performance period will range from zero to two hundred percent of the targeted number of performance shares for that period. The performance goal for each of the three -year performance period ending in fiscal 2020 (the "2020 performance period") and the three -year performance period ending in 2021 ("2021 performance period") is based on our diluted EPS CAGR, subject to certain adjustments, measured over the defined performance period. In addition, for certain participants, all performance shares for the 2020 performance period are subject to an overarching EPS goal that must be met in each fiscal year of the 2020 performance period before any payout on the performance shares can be made to such participants. For each of the 2020 performance period and the 2021 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. 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. A summary of the activity for performance share awards as of May 26, 2019 and changes during the fiscal year then ended is presented below: Performance Shares Share Units (in Millions) Weighted Average Grant-Date Fair Value Nonvested performance shares at May 27, 2018 1.00 $ 33.40 Granted 0.45 $ 35.96 Adjustments for performance results attained and dividend equivalents 0.18 $ 31.03 Vested/Issued (0.43 ) $ 31.03 Forfeited (0.05 ) $ 34.54 Nonvested performance shares at May 26, 2019 1.15 $ 34.89 The compensation expense for our performance share awards totaled $8.2 million , $11.8 million , and $13.3 million for fiscal 2019 , 2018 , and 2017 , respectively. The tax benefit related to the compensation expense for fiscal 2019 , 2018 , and 2017 was $2.1 million , $3.9 million , and $5.1 million , respectively. The total intrinsic value of performance shares vested (including shares paid in lieu of dividends) during fiscal 2019 , 2018 , and 2017 was $15.7 million , $11.2 million , and $2.8 million , respectively. Based on estimates at May 26, 2019 , we had $13.2 million of total unrecognized compensation expense related to performance shares that will be recognized over a weighted average period of 1.7 years . Performance-Based Restricted Stock Unit Awards On April 15, 2019 (the "grant date"), we made grants of performance-based restricted stock unit ("PBRSU") awards to the Company's named executive officers and a limited group of other senior officers of the Company. A total of 0.2 million PBRSU awards were granted with a grant date fair value of $41.82 per PBRSU. The PBRSU awards are awards of share units with vesting contingent on our achievement of certain absolute total shareholder return performance ("TSR") goals over a performance period beginning on the grant date and ending May 27, 2022 (the "PBRSU performance period"). If PBRSUs are earned based on absolute TSR and absolute TSR meets or exceeds a predetermined rate, they become eligible for an upward adjustment of 25% based on our relative TSR for the PBRSU performance period versus the median TSR of the S&P 500 Index ("RTSR"). Each PBRSU award payout can range from 0% to 500% of the initial target grant and will not exceed 8.6 times the grant value of each grantee's PBRSU award (including earned dividend equivalents). Compensation expense for the awards is recognized over the PBRSU performance period based upon the grant date fair value. The grant date fair value was estimated using a Monte-Carlo simulation model with a risk-free rate of 2.35% and an expected volatility of 24.92% . The model includes no expected dividend yield as the PBRSUs earn dividend equivalents. We recognize compensation expense using the straight-line method over the requisite service period, accounting for forfeitures as they occur. The compensation expense for our PBRSU awards totaled $0.3 million for fiscal 2019 . The tax benefit related to the compensation expense for fiscal 2019 was $0.1 million . Based on estimates at May 26, 2019 , we had $7.4 million of total unrecognized compensation expense related to the PBRSU awards that will be recognized over a period of 3 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 were granted in fiscal 2019 or 2018. The fair value of each option is estimated on the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions for stock options granted: 2017 Expected volatility (%) 19.15 Dividend yield (%) 2.33 Risk-free interest rates (%) 1.03 Expected life of stock option (years) 4.94 The expected volatility is based on the historical market volatility of our stock over the expected life of the stock options granted. The expected life represents the period of time that the awards are expected to be outstanding and is based on the contractual term of each instrument, taking into account employees' historical exercise and termination behavior. A summary of the option activity as of May 26, 2019 and changes during the fiscal year then ended is presented below: Options Number of Options (in Millions) Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Millions) Outstanding at May 27, 2018 5.1 $ 28.11 Exercised (0.6 ) $ 20.75 $ 7.9 Expired (0.1 ) $ 29.84 Outstanding at May 26, 2019 4.4 $ 29.00 5.47 $ 9.9 Exercisable at May 26, 2019 4.1 $ 28.38 5.32 $ 9.9 We recognize compensation expense using the straight-line method over the requisite service period, accounting for forfeitures as they occur. During fiscal 2017 , we granted 1.1 million stock options with a weighted average grant date fair value of $6.12 per share. The total intrinsic value of stock options exercised was $7.9 million , $15.8 million , and $29.8 million for fiscal 2019 , 2018 , and 2017 , respectively. The closing market price of our common stock on the last trading day of fiscal 2019 was $28.83 per share. Compensation expense for stock option awards totaled $2.2 million , $4.2 million , and $6.2 million for fiscal 2019 , 2018 , and 2017 , respectively, including discontinued operations of $0.2 million for fiscal 2017. Included in the compensation expense for stock option awards for fiscal 2019 , 2018 , and 2017 was $0.2 million , $0.4 million , and $0.9 million , respectively, related to stock options granted by a subsidiary in the subsidiary's shares to the subsidiary's employees. The tax benefit related to the stock option expense for fiscal 2019 , 2018 , and 2017 was $0.5 million , $1.4 million , and $2.4 million , respectively. At May 26, 2019 , we had $0.2 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 0.1 years . Cash received from stock option exercises for fiscal 2019 , 2018 , and 2017 was $12.4 million , $25.1 million , and $84.4 million , respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $2.3 million , $5.3 million , and $19.5 million for fiscal 2019 , 2018 , and 2017 , respectively. Stock Appreciation Rights Awards During the second quarter of fiscal 2019 , in connection with the completion of the Pinnacle acquisition, we granted 2.3 million cash-settled stock appreciation rights with a fair value estimated at closing date using a Black-Scholes option-pricing model and a grant date price of $36.37 per share to Pinnacle employees in replacement of their unvested stock option awards that were outstanding as of the closing date. Approximately $14.8 million of the fair value of the replacement awards granted to Pinnacle employees was attributable to pre-combination service and was included in the purchase price and established as a liability. As of May 26, 2019 , the liability of the replacement stock appreciation rights was $0.9 million , which includes post-combination service expense, the mark-to-market of the liability, and the impact of payouts since acquisition. The compensation income for our cash-settled stock appreciation rights totaled $13.7 million for fiscal 2019 . Included in this amount is income of $14.0 million related to the mark-to-market of the liability established in connection with the Pinnacle acquisition and expense of $0.2 million for accelerated vesting of awards related to Pinnacle integration restructuring activities, net of the impact of marking-to-market these awards based on a lower market price of Conagra common shares. The related tax expense for fiscal 2019 was $3.4 million . A summary of the stock appreciation rights activity as of May 26, 2019 and changes during the fiscal year then ended is presented below: Stock Appreciation Rights Number of Options (in Millions) Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Millions) Granted 2.3 $ 27.09 Exercised (0.1 ) $ 24.79 $ 0.1 Expired (1.8 ) $ 26.92 Outstanding at May 26, 2019 0.4 $ 28.13 0.16 $ 0.6 Exercisable at May 26, 2019 0.4 $ 28.13 0.16 $ 0.6 |
PRE-TAX INCOME AND INCOME TAXES
PRE-TAX INCOME AND INCOME TAXES | 12 Months Ended |
May 26, 2019 | |
Income Tax Disclosure [Abstract] | |
PRE-TAX INCOME AND INCOME TAXES | PRE-TAX INCOME AND INCOME TAXES The U.S. Tax Cuts and Jobs Act ("Tax Act") was signed into law on December 22, 2017. The changes to U.S. tax law include, but are not limited to, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and changing how foreign earnings are subject to U.S. tax. Beginning in fiscal 2019, the Tax Act created a provision known as global intangible low-tax income ("GILTI") that imposes a tax on certain earnings of foreign subsidiaries. We have made an accounting policy election to treat GILTI taxes as a current period expense. Pre-tax income from continuing operations (including equity method investment earnings) consisted of the following: 2019 2018 2017 United States $ 826.6 $ 902.5 $ 883.5 Foreign 72.5 69.6 (82.8 ) $ 899.1 $ 972.1 $ 800.7 The provision for income taxes included the following: 2019 2018 2017 Current Federal $ 125.4 $ 153.1 $ 201.5 State 22.6 17.8 6.7 Foreign 21.6 32.5 6.5 169.6 203.4 214.7 Deferred Federal 40.1 (43.7 ) 62.1 State 19.0 17.4 (5.3 ) Foreign (9.9 ) (2.5 ) (16.8 ) 49.2 (28.8 ) 40.0 $ 218.8 $ 174.6 $ 254.7 Income taxes computed by applying the U.S. Federal statutory rates to income from continuing operations before income taxes are reconciled to the provision for income taxes set forth in the Consolidated Statements of Operations as follows: 2019 2018 2017 Computed U.S. Federal income taxes $ 188.8 $ 285.3 $ 280.2 State income taxes, net of U.S. Federal tax impact 34.1 18.0 22.4 Remeasurement of U.S. deferred taxes — (241.6 ) — Transition tax on foreign earnings (4.6 ) 19.8 — Tax credits and domestic manufacturing deduction (5.6 ) (20.6 ) (19.8 ) Federal rate differential on legal reserve — 12.6 — Goodwill and intangible impairments 12.5 — 104.7 Stock compensation (2.1 ) (5.7 ) (18.8 ) Legal entity reorganization 16.9 — — State tax impact of combining Pinnacle business (12.0 ) — — Change of valuation allowance on capital loss carryforward (32.2 ) 78.6 (84.1 ) Change in estimate related to tax methods used for certain international sales, federal credits, and state credits — — (8.0 ) Other 23.0 28.2 (21.9 ) $ 218.8 $ 174.6 $ 254.7 Income taxes paid, net of refunds, were $133.8 million , $164.1 million , and $213.0 million in fiscal 2019 , 2018 , and 2017 , 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, 2019 May 27, 2018 Assets Liabilities Assets Liabilities Property, plant and equipment $ — $ 240.7 $ — $ 141.0 Inventory 15.2 — 2.6 — Goodwill, trademarks and other intangible assets — 1,187.0 — 406.2 Accrued expenses 11.8 — 15.5 — Compensation related liabilities 35.9 — 34.1 — Pension and other postretirement benefits 54.6 — 45.8 — Investment in unconsolidated subsidiaries — 185.4 — 165.8 Other liabilities that will give rise to future tax deductions 123.5 — 109.7 — Net capital and operating loss carryforwards 766.5 — 762.5 — Federal credits 18.0 — 3.5 — Other 37.6 24.0 23.6 9.5 1,063.1 1,637.1 997.3 722.5 Less: Valuation allowance (738.1 ) — (739.6 ) — Net deferred taxes $ 325.0 $ 1,637.1 $ 257.7 $ 722.5 The liability for gross unrecognized tax benefits at May 26, 2019 was $44.1 million , excluding a related liability of $11.7 million for gross interest and penalties. Included in the balance at May 26, 2019 are $1.0 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. Any associated interest and penalties imposed would affect the tax rate. As of May 27, 2018 , our gross liability for unrecognized tax benefits was $32.5 million , excluding a related liability of $7.7 million for gross interest and penalties. Interest and penalties recognized in the Consolidated Statements of Operations was an expense of $1.2 million in fiscal 2019, an expense of $1.6 million in fiscal 2018, and a benefit of $0.3 million in fiscal 2017. The net amount of unrecognized tax benefits at May 26, 2019 and May 27, 2018 that, if recognized, would favorably impact our effective tax rate was $37.3 million and $27.8 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 2017. All resulting significant items for fiscal 2017 and prior years have been settled with the IRS, with the exception of fiscal 2016. Statutes of limitation for pre-acquisition tax years of Pinnacle generally remain open for calendar year 2002 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 $20.7 million over the next twelve months due to various federal, state, and foreign audit settlements and the expiration of statutes of limitations. Of this amount, approximately $6.7 million would reverse through results of discontinued operations. The change in the unrecognized tax benefits for the year ended May 26, 2019 was: Beginning balance on May 27, 2018 $ 32.5 Acquired business positions 10.6 Increases from positions established during prior periods 7.7 Decreases from positions established during prior periods (3.4 ) Increases from positions established during the current period 4.2 Decreases relating to settlements with taxing authorities (5.2 ) Reductions resulting from lapse of applicable statute of limitation (3.3 ) Other adjustments to liability 1.0 Ending balance on May 26, 2019 $ 44.1 We have approximately $30.1 million of foreign net operating loss carryforwards ( $15.0 million will expire between fiscal 2020 and 2040 and $15.1 million have no expiration dates) and $146.2 million of Federal net operating loss carryforwards which expire between fiscal 2022 and 2027. Federal capital loss carryforwards related to the Private Brands divestiture of approximately $2.6 billion will expire in fiscal 2021. Included in net deferred tax liabilities are $49.0 million of tax effected state net operating loss carryforwards which expire in various years ranging from fiscal 2020 to 2038 and $169.0 million of tax effected state capital loss carryforwards related to the divestiture of Private Brands, the vast majority of which expire in fiscal 2021. Foreign tax credits of $7.6 million will expire between fiscal 2025 and 2029. State tax credits of approximately $11.5 million will expire in various years ranging from fiscal 2020 to 2029. 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 2019 was a decrease of $1.5 million . For fiscal 2018 and 2017 , changes in the valuation allowance were a decrease of $273.8 million and a decrease of $420.1 million , respectively. The current year change principally relates to increases in the valuation allowances for state and foreign net operating losses and credits offset by the release of valuation allowances on capital loss due to capital gains from the divestiture of the Wesson ® oil and Gelit businesses. We believe that our foreign subsidiaries have invested or will invest any undistributed earnings indefinitely, or the earnings will be remitted in a tax-neutral transaction, and, therefore, do not provide deferred taxes on the cumulative undistributed earnings of our foreign subsidiaries. Historically, we had determined that previously undistributed earnings of certain foreign subsidiaries no longer met the requirement for indefinite reinvestment and therefore recorded certain tax liabilities in our current tax expense. The net change in deferred taxes on cumulative undistributed earnings of our foreign subsidiaries for fiscal 2019 was a decrease of $5.9 million . |
LEASES
LEASES | 12 Months Ended |
May 26, 2019 | |
Leases [Abstract] | |
LEASES | LEASES We lease certain facilities, land, and transportation equipment under agreements that expire at various dates. Rent expense under all operating leases from continuing operations was $83.5 million , $62.5 million , and $71.2 million in fiscal 2019 , 2018 , and 2017 , respectively. These amounts are inclusive of certain charges recognized at the cease-use date for remaining lease payments associated with exited properties. A summary of non-cancellable operating lease commitments for fiscal years following May 26, 2019 , was as follows: 2020 $ 52.1 2021 48.4 2022 38.0 2023 34.1 2024 25.6 Later years 114.4 $ 312.6 At May 26, 2019 and May 27, 2018, assets under capital and financing leases totaling $157.1 million , net of accumulated depreciation of $37.6 million , and $82.9 million , net of $32.1 million of accumulated depreciation, respectively, were included in Property, plant and equipment. Charges resulting from the depreciation of assets held under capital and financing leases are recognized within depreciation expense in the Consolidated Statements of Operations. Non-cash issuances of capital and financing lease obligations totaling $23.5 million , $1.3 million , and $0.5 million , are excluded from cash flows from investing and financing activities on the Consolidated Statements of Cash Flows for fiscal 2019, 2018, and 2017, respectively. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
May 26, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 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 include 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. Although decisions favorable to us have been rendered in Rhode Island, New Jersey, Wisconsin, and Ohio, we remain a defendant in active suits in Illinois and California. ConAgra Grocery Products has denied liability in both suits, 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. The California suit is discussed in the following paragraph. 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 is 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 remains subject to approval by the trial court. Once approved, the action against ConAgra Grocery Products will be 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. ConAgra Grocery Products will further provide a guarantee of up to $15.0 million in the event co-defendant, NL Industries, Inc., defaults on its payment obligations. We have accrued $25.3 million and $74.1 million , within other accrued liabilities and other noncurrent liabilities, respectively, for this matter as of May 26, 2019 . 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 these 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 has been remanded to the trial court for further proceedings. On April 4, 2019, the trial court granted preliminary approval of a settlement in this matter. 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. 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 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 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. The shareholder derivative lawsuit asserts harm to the Company due to alleged breaches of fiduciary duty and mismanagement in connection with the Pinnacle acquisition. On July 9, 2019, the Company received a stockholder demand 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. 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, PCBs, 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 $52.8 million as of May 26, 2019 , 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 of the Wells G&H Superfund site, which is one of the Beatrice sites. The U.S. Environmental Protection Agency (the "EPA") issued a Record of Decision (the "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. Guarantees and Other Contingencies We guarantee an obligation of the Lamb Weston business pursuant to a guarantee arrangement that existed prior to the Spinoff and remained in place following completion of the Spinoff until such guarantee obligations 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. We lease or leased certain office buildings from entities that we have determined to be variable interest entities. The lease agreements with these entities include fixed-price purchase options for the assets being leased. The lease agreements also contain contingent put options (the "lease put options") that allow or allowed the lessors to require us to purchase the buildings at the greater of original construction cost, or fair market value, without a lease agreement in place (the "put price") in certain limited circumstances. As a result of substantial impairment charges related to our divested Private Brands operations, these lease put options became exercisable. We are amortizing the difference between the put price and the estimated fair value (without a lease agreement in place) of the property over the remaining lease term within SG&A expenses. During fiscal 2018, we purchased two buildings that were subject to lease put options and recognized net losses totaling $48.2 million for the early exit of unfavorable lease contracts. During fiscal 2017, one of these lease agreements expired, and we reversed the applicable accrual and recognized a benefit of $6.7 million in SG&A expenses. As of May 26, 2019 and May 27, 2018 , there was one remaining leased building subject to a lease put option for which the put option price exceeded the estimated fair value of the property by $8.2 million , of which we had accrued $1.6 million and $1.2 million , respectively. This lease is accounted for as an operating lease, and accordingly, there are no material assets and liabilities, other than the accrued portion of the put price, associated with this entity included in the Consolidated Balance Sheets. We have determined that we do not have the power to direct the activities that most significantly impact the economic performance of this entity. In making this determination, we have considered, among other items, the terms of the lease agreement, the expected remaining useful life of the asset leased, and the capital structure of the lessor entity. 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 May 26, 2019 , the remaining terms of these arrangements did not exceed four years and the maximum amount of future payments we have guaranteed was $1.2 million . In addition, we guarantee a lease resulting from an exited facility. As of May 26, 2019 , the remaining term of this arrangement did not exceed eight years and the maximum amount of future payments we have guaranteed was $19.1 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 and, as noted, the lead paint matter could result in a material final judgment 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. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
May 26, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 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 May 26, 2019 , we had economically hedged certain portions of our anticipated consumption of commodity inputs using derivative instruments with expiration dates through February 2020. 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, 2019 , we had economically hedged certain portions of our foreign currency risk in anticipated transactions using derivative instruments with expiration dates through February 2020. 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 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 net interest expense over the lives of the related debt instruments. The unamortized amount at May 26, 2019 , was $ 45.5 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. 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 the Consolidated Balance Sheets at fair value (refer to Note 20 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, 2019 and May 27, 2018 , amounts representing an obligation to return cash collateral of $0.1 million and $1.0 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, 2019 May 27, 2018 Prepaid expenses and other current assets $ 5.9 $ 4.4 Other accrued liabilities 1.4 0.1 The following table presents our derivative assets and liabilities at May 26, 2019 , on a gross basis, prior to the setoff of $0.5 million to total derivative assets and $0.4 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 $ 4.9 Other accrued liabilities $ 0.9 Foreign exchange contracts Prepaid expenses and other current assets 1.4 Other accrued liabilities 0.9 Other Prepaid expenses and other current assets 0.1 Other accrued liabilities — Total derivatives not designated as hedging instruments $ 6.4 $ 1.8 The following table presents our derivative assets and liabilities, at May 27, 2018 , on a gross basis, prior to the setoff of $1.4 million to total derivative assets and $0.4 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 $ 3.7 Other accrued liabilities $ 0.4 Foreign exchange contracts Prepaid expenses and other current assets 2.1 Other accrued liabilities — Other Prepaid expenses and other current assets — Other accrued liabilities 0.1 Total derivatives not designated as hedging instruments $ 5.8 $ 0.5 The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Consolidated Statements of Operations were as follows: For the Fiscal Year Ended May 26, 2019 Derivatives Not Designated as Hedging Instruments Location in Consolidated Statement of Operations of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations Commodity contracts Cost of goods sold $ (5.3 ) Foreign exchange contracts Cost of goods sold 1.7 Total loss from derivative instruments not designated as hedging instruments $ (3.6 ) For the Fiscal Year Ended May 27, 2018 Derivatives Not Designated as Hedging Instruments Location in Consolidated Statement of Operations of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations Commodity contracts Cost of goods sold $ 3.0 Foreign exchange contracts Cost of goods sold (3.9 ) Foreign exchange contracts Selling, general and administrative expense 0.3 Total loss from derivative instruments not designated as hedging instruments $ (0.6 ) For the Fiscal Year Ended May 28, 2017 Derivatives Not Designated as Hedging Instruments Location in Consolidated Statement of Operations of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations Commodity contracts Cost of goods sold $ 0.9 Foreign exchange contracts Cost of goods sold (0.3 ) Foreign exchange contracts Selling, general and administrative expense 0.2 Total gain from derivative instruments not designated as hedging instruments $ 0.8 As of May 26, 2019 , our open commodity contracts had a notional value (defined as notional quantity times market value per notional quantity unit) of $140.1 million and $18.5 million for purchase and sales contracts, respectively. As of May 27, 2018 , our open commodity contracts had a notional value of $100.0 million and $34.2 million for purchase and sales contracts, respectively. The notional amount of our foreign currency forward and cross currency swap contracts as of May 26, 2019 and May 27, 2018 was $88.2 million and $82.4 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, 2019 , 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 $2.9 million . |
PENSION AND POSTRETIREMENT BENE
PENSION AND POSTRETIREMENT BENEFITS | 12 Months Ended |
May 26, 2019 | |
Retirement Benefits [Abstract] | |
PENSION AND POSTRETIREMENT BENEFITS | 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. 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. In connection with the acquisition of Pinnacle, we now include the components of pension and postretirement expense associated with the Pinnacle pension plans and a post-employment benefit plan in our Consolidated Statements of Earnings from the date of the completion of the acquisition. These plans are frozen for future benefits. The tabular disclosures presented below are inclusive of the Pinnacle plans. During the second quarter of fiscal 2018, we approved the amendment of our salaried and non-qualified pension plans effective as of December 31, 2017. The amendment froze the compensation and service periods used to calculate pension benefits for active employees who participate in the plans. Beginning January 1, 2018, impacted employees do not accrue additional benefit for future service and eligible compensation received under these plans. As a result of the amendment, we remeasured our pension plan liability as of September 30, 2017. In connection with the remeasurement, we updated the effective discount rate assumption from 3.90% to 3.78% . The curtailment and related remeasurement resulted in a net decrease to the underfunded status of the pension plans by $43.5 million with a corresponding benefit within other comprehensive income (loss) for the second quarter of fiscal 2018. In addition, we recorded charges of $3.4 million and $0.7 million reflecting the write-off of actuarial losses in excess of 10% of our pension liability and a curtailment charge, respectively. We recognize the funded status of our plans and other benefits in the Consolidated Balance Sheets. For our plans, we also recognize as a component of accumulated other comprehensive 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 other benefits, 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 benefit and other postretirement benefit costs, below, as recognized net actuarial loss. The information below includes the activities of our continuing and discontinued operations. The changes in benefit obligations and plan assets at May 26, 2019 and May 27, 2018 are presented in the following table. Pension Benefits Other Benefits 2019 2018 2019 2018 Change in Benefit Obligation Benefit obligation at beginning of year $ 3,423.6 $ 3,548.7 $ 119.3 $ 156.9 Service cost 10.9 42.8 0.1 0.2 Interest cost 132.6 111.1 3.8 3.9 Plan participants' contributions — — 2.5 4.7 Amendments 1.4 0.6 (0.8 ) (17.2 ) Actuarial loss (gain) 150.1 (9.4 ) (24.3 ) (13.2 ) Plan settlements — (10.2 ) (0.5 ) — Curtailments — (79.5 ) (0.6 ) — Benefits paid (191.2 ) (181.3 ) (9.8 ) (16.2 ) Currency (0.6 ) 0.8 (0.2 ) 0.2 Business acquisitions and divestitures 206.4 — 1.7 — Benefit obligation at end of year $ 3,733.2 $ 3,423.6 $ 91.2 $ 119.3 Change in Plan Assets Fair value of plan assets at beginning of year $ 3,355.1 $ 2,983.6 $ 3.7 $ — Actual return on plan assets 252.2 249.6 0.2 3.7 Employer contributions 14.7 312.6 7.3 11.5 Plan participants' contributions — — 2.5 4.7 Plan settlements — (10.2 ) (0.5 ) — Benefits paid (191.2 ) (181.3 ) (9.8 ) (16.2 ) Currency (0.6 ) 0.8 — — Business acquisitions and divestitures 171.3 — — Fair value of plan assets at end of year $ 3,601.5 $ 3,355.1 $ 3.4 $ 3.7 The funded status and amounts recognized in our Consolidated Balance Sheets at May 26, 2019 and May 27, 2018 were: Pension Benefits Other Benefits 2019 2018 2019 2018 Funded Status $ (131.7 ) $ (68.5 ) $ (87.8 ) $ (115.6 ) Amounts Recognized in Consolidated Balance Sheets Other assets $ 61.2 $ 103.0 $ 2.8 $ 2.6 Other accrued liabilities (10.2 ) (11.8 ) (10.8 ) (16.2 ) Other noncurrent liabilities (182.7 ) (159.7 ) (79.8 ) (102.0 ) Net Amount Recognized $ (131.7 ) $ (68.5 ) $ (87.8 ) $ (115.6 ) Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax) Actuarial net loss (gain) $ 115.8 $ 48.8 $ (47.8 ) $ (25.8 ) Net prior service cost (benefit) 12.1 13.8 (17.1 ) (18.4 ) Total $ 127.9 $ 62.6 $ (64.9 ) $ (44.2 ) Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 26, 2019 and May 27, 2018 Discount rate 3.88 % 4.14 % 3.48 % 3.81 % 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 $3.7 billion and $3.4 billion at May 26, 2019 and May 27, 2018 , respectively. The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets at May 26, 2019 and May 27, 2018 were: 2019 2018 Projected benefit obligation $ 964.3 $ 951.1 Accumulated benefit obligation 963.7 950.1 Fair value of plan assets 771.4 779.5 Components of pension benefit and other postretirement benefit costs included: Pension Benefits Other Benefits 2019 2018 2017 2019 2018 2017 Service cost $ 10.9 $ 42.8 $ 56.9 $ 0.1 $ 0.2 $ 0.3 Interest cost 132.6 111.1 116.8 3.8 3.9 4.6 Expected return on plan assets (174.4 ) (218.3 ) (207.4 ) — — — Amortization of prior service cost (benefit) 3.1 2.9 2.6 (2.2 ) (3.4 ) (6.6 ) Special termination benefits — — 1.5 — — — Recognized net actuarial loss (gain) 5.1 3.4 1.2 (1.4 ) — 0.5 Settlement loss (gain) — 1.3 13.8 (1.0 ) — — Curtailment loss (gain) — 0.7 1.7 (0.6 ) — — Benefit cost — Company plans (22.7 ) (56.1 ) (12.9 ) (1.3 ) 0.7 (1.2 ) Pension benefit cost — multi-employer plans 6.3 7.1 12.0 — — — Total benefit (income) cost $ (16.4 ) $ (49.0 ) $ (0.9 ) $ (1.3 ) $ 0.7 $ (1.2 ) As a result of the Spinoff, during fiscal 2017, we recorded a pension curtailment gain of $19.5 million within other comprehensive income (loss) and remeasured a significant qualified pension plan as of November 9, 2016. In connection with the remeasurement, we updated the effective discount rate assumption from 3.86% to 4.04% . The remeasurement and the curtailment gain decreased the underfunded status of the pension plans by $66.0 million with a corresponding benefit within other comprehensive income (loss). During fiscal 2017, we provided a voluntary lump-sum settlement offer to certain terminated vested participants in our salaried pension plan. Lump-sum settlement payments totaling $287.5 million were distributed from pension plan assets to such participants. Due to the pension settlement, we were required to remeasure our pension plan liability. In connection with the remeasurement, we updated the effective discount rate assumption to 4.11% , as of December 31, 2016 . The settlement and related remeasurement resulted in the recognition of a settlement charge of $13.8 million , reflected in pension and postretirement non-service income, as well as a benefit to accumulated other comprehensive income (loss) totaling $62.2 million . In fiscal 2019, 2018, and 2017, the Company recorded charges of $5.1 million , $3.4 million , and $1.2 million , respectively, reflecting the year-end write-off of actuarial losses in excess of 10% of our pension liability. The Company recorded an expense of $0.3 million (primarily within restructuring activities), $0.6 million (primarily within restructuring activities), and $4.0 million ( $2.1 million was recorded in discontinued operations and $1.9 million was recorded in restructuring activities) during fiscal 2019, 2018, and 2017, respectively, related to our expected incurrence of certain multi-employer plan withdrawal costs. Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were: Pension Benefits Other Benefits 2019 2018 2019 2018 Net actuarial gain (loss) $ (72.1 ) $ 120.0 $ 25.1 $ 16.8 Amendments (1.4 ) (0.6 ) 0.8 17.2 Amortization of prior service cost (benefit) 3.1 2.9 (2.2 ) (3.4 ) Settlement and curtailment loss (gain) — 2.0 (1.6 ) — Recognized net actuarial loss (gain) 5.1 3.4 (1.4 ) — Net amount recognized $ (65.3 ) $ 127.7 $ 20.7 $ 30.6 Weighted-Average Actuarial Assumptions Used to Determine Net Expense Pension Benefits Other Benefits 2019 2018 2017 2019 2018 2017 Discount rate 4.15 % 3.90 % 3.83 % 3.81 % 3.33 % 3.18 % Long-term rate of return on plan assets 5.17 % 7.50 % 7.50 % N/A N/A N/A Long-term rate of compensation increase 3.63 % 3.63 % 3.66 % N/A N/A N/A Beginning in fiscal 2017, the Company has elected to use a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans. Historically, a single weighted-average discount rate was used in the calculation of service and interest costs, both of which are components of pension benefit costs. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation of pension service and interest cost. This change is considered a change in accounting estimate and has been applied prospectively. The pre-tax reduction in total pension benefit cost associated with this change in fiscal 2017 was approximately $27.0 million . We amortize prior service cost for our pension plans 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. Plan Assets The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 20, as of May 26, 2019 , was as follows: Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 0.7 $ 77.7 $ — $ 78.4 Equity securities: U.S. equity securities 56.3 91.8 — 148.1 International equity securities 87.8 0.4 — 88.2 Fixed income securities: Government bonds — 748.3 — 748.3 Corporate bonds — 2,255.5 — 2,255.5 Mortgage-backed bonds — 31.1 — 31.1 Real estate funds 0.4 — — 0.4 Net receivables for unsettled transactions 5.6 — — 5.6 Fair value measurement of pension plan assets in the fair value hierarchy $ 150.8 $ 3,204.8 $ — $ 3,355.6 Investments measured at net asset value 245.9 Total pension plan assets $ 3,601.5 The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 20, as of May 27, 2018 , was as follows: Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 1.0 $ 65.0 $ — $ 66.0 Equity securities: U.S. equity securities 319.8 124.0 — 443.8 International equity securities 256.5 1.0 — 257.5 Fixed income securities: Government bonds — 1,854.8 — 1,854.8 Corporate bonds — 4.7 — 4.7 Mortgage-backed bonds — 9.3 — 9.3 Real estate funds 7.7 — — 7.7 Master limited partnerships 0.4 — — 0.4 Net receivables for unsettled transactions 10.9 — — 10.9 Fair value measurement of pension plan assets in the fair value hierarchy $ 596.3 $ 2,058.8 $ — $ 2,655.1 Investments measured at net asset value 700.0 Total pension plan assets $ 3,355.1 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, master limited partnership units, and real estate investment trusts, 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 $51.0 million as of May 26, 2019 , the asset 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, 2019 , funds with a fair value of $4.2 million have imposed such gates. As of May 26, 2019 , we have unfunded commitments for additional investments of $48.3 million in private equity funds and $17.0 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, 2019 May 27, 2018 Equity securities 7 % 21 % Debt securities 85 % 58 % Real estate funds 1 % 10 % Multi-strategy hedge funds — % 4 % Private equity 3 % 4 % Other 4 % 3 % Total 100 % 100 % Due to the salaried pension plan freeze, the Company's pension asset strategy is now 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. Other investments are primarily made up of cash and master limited partnerships. 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, 2019 May 27, 2018 Initial health care cost trend rate 7.20 % 7.87 % Ultimate health care cost trend rate 4.5 % 4.5 % Year that the rate reaches the ultimate trend rate 2024 2024 We currently anticipate making contributions of approximately $14.2 million to our pension plans in fiscal 2020 . We anticipate making contributions of $10.8 million to our other postretirement plans in fiscal 2020 . 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 Benefits Health Care and Life Insurance Benefits 2020 $ 200.7 $ 10.9 2021 201.3 10.1 2022 203.9 9.3 2023 207.1 8.5 2024 210.0 7.8 Succeeding 5 years 1,074.8 30.2 Multiemployer Pension Plans The Company contributes to several multiemployer defined benefit pension plans under collective bargaining agreements that cover certain 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, 2019 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 Internal Revenue Service. • The most recent Pension Protection Act Zone Status available for 2018 and 2017 is for plan years that ended in calendar years 2018 and 2017, 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 2018. • 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, 2019 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. For plans that are not individually significant to Conagra Brands the total amount of contributions is presented in the aggregate. Pension Protection Act Zone Status FIP / Contributions by the Company (millions) Expiration Dates of Collective Bargaining Agreements Pension Fund EIN / PN 2018 2017 FY19 FY18 FY17 Surcharge Imposed Bakery and Confectionary Union and Industry International Pension Plan 52-6118572 Red, Critical and Declining Red, Critical and Declining RP Implemented $ 0.1 $ 1.5 $1.8 No 2/29/2020 Central States, Southeast and Southwest Areas Pension Fund 36-6044243 Red, Critical and Declining Red RP Implemented 1.8 1.8 1.8 No 5/31/2020 Western Conference of Teamsters Pension Plan 91-6145047 Green Green N/A 3.2 2.8 4.0 No 06/30/2021 Other Plans 0.9 0.4 0.4 Total Contributions $ 6.0 $6.5 $8.0 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 2018 . During fiscal 2019 , we ceased to participate in the Bakery and Confectionary Union and Industry International Fund in conjunction with our sale of the Trenton, Missouri plant. In addition to the contributions listed in the table above, we recorded an additional expense of $0.3 million , $0.6 million and $4.0 million in fiscal 2019 , 2018 , and 2017 , respectively, related to our expected incurrence of certain withdrawal costs. Certain of our employees are covered under defined contribution plans. The expense related to these plans was $39.9 million , $24.5 million , and $18.0 million in fiscal 2019 , 2018 , and 2017 , respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
May 26, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 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 May 26, 2019 : Level 1 Level 2 Level 3 Total Assets: Derivative assets $ 3.0 $ 2.9 $ — $ 5.9 Marketable securities 15.7 — — 15.7 Deferred compensation assets 10.7 — — 10.7 Total assets $ 29.4 $ 2.9 $ — $ 32.3 Liabilities: Derivative liabilities $ — $ 1.4 $ — $ 1.4 Deferred compensation liabilities 70.4 — — 70.4 Total liabilities $ 70.4 $ 1.4 $ — $ 71.8 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 27, 2018 : Level 1 Level 2 Level 3 Total Assets: Derivative assets $ 1.7 $ 2.7 $ — $ 4.4 Marketable securities 4.8 — — 4.8 Total assets $ 6.5 $ 2.7 $ — $ 9.2 Liabilities: Derivative liabilities $ — $ 0.1 $ — $ 0.1 Deferred compensation liabilities 51.6 — — 51.6 Total liabilities $ 51.6 $ 0.1 $ — $ 51.7 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. 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 9). Impairments in our Grocery & Snacks segment totaled $76.5 million , $4.0 million , and $68.2 million for fiscal 2019 , 2018 , and 2017 , respectively. Impairments in our International segment totaled $13.1 million , $0.8 million , and $37.0 million for fiscal 2019 , 2018 , and 2017 , respectively. We recognized charges of $2.7 million and $4.7 million in the Corporate segment for the impairment of certain long-lived assets in fiscal 2019 and 2018 , respectively. The impairment was measured based upon the estimated sales price of the assets. During fiscal 2017, a charge of $27.6 million was recognized in the Grocery & Snacks segment for the impairment of our Wesson ® oil production facility. The impairment was measured based upon the estimated sales price of the facility (See Note 6). During fiscal 2017, goodwill impairment charges totaling $198.9 million were recognized within our International segment. The carrying amount of long-term debt (including current installments) was $10.68 billion as of May 26, 2019 and $3.54 billion as of May 27, 2018 . Based on current market rates, the fair value of this debt (level 2 liabilities) at May 26, 2019 and May 27, 2018 was estimated at $11.24 billion and $3.76 billion , respectively. |
BUSINESS SEGMENTS AND RELATED I
BUSINESS SEGMENTS AND RELATED INFORMATION | 12 Months Ended |
May 26, 2019 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS AND RELATED INFORMATION | BUSINESS SEGMENTS AND RELATED INFORMATION As a result of the Pinnacle acquisition, we currently reflect our results of operations in six reporting segments: Grocery & Snacks, Refrigerated & Frozen, International, Foodservice, Pinnacle Foods, and Commercial. In the second quarter of fiscal 2017, we completed the Spinoff of Lamb Weston. The Lamb Weston business had previously been included in the Commercial segment. The results of operations of the Lamb Weston business have been classified as discontinued operations for all periods presented. 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. The Pinnacle Foods reporting segment includes branded and private-labeled food products, in various temperature states, sold in various retail and foodservice channels in the United States and Canada. Results of the Pinnacle Foods segment reflect activity beginning on October 26, 2018, the date of the acquisition of Pinnacle. The Commercial reporting segment included commercially branded and private label food and ingredients, which were sold primarily to commercial, restaurant, foodservice, food manufacturing, and industrial customers. The segment's primary food items included a variety of vegetable, spice, and frozen bakery goods, which were sold under brands such as Spicetec Flavors & Seasonings ® . The Spicetec and JM Swank businesses were sold in the first quarter of fiscal 2017. These businesses comprised the entire Commercial segment following the presentation of Lamb Weston as discontinued operation. We do not aggregate operating segments when determining our reporting segments. Intersegment sales have been recorded at amounts approximating market. 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. 2019 2018 2017 Net sales Grocery & Snacks $ 3,279.2 $ 3,287.0 $ 3,208.8 Refrigerated & Frozen 2,804.0 2,753.0 2,652.7 International 793.4 843.5 816.0 Foodservice 934.2 1,054.8 1,078.3 Pinnacle Foods 1,727.6 — — Commercial — — 71.1 Total net sales $ 9,538.4 $ 7,938.3 $ 7,826.9 Operating profit Grocery & Snacks $ 689.2 $ 724.8 $ 655.4 Refrigerated & Frozen 502.2 479.4 445.8 International 94.5 86.5 (168.9 ) Foodservice 117.7 121.8 105.1 Pinnacle Foods 238.2 — — Commercial — — 202.6 Total operating profit $ 1,641.8 $ 1,412.5 $ 1,240.0 Equity method investment earnings 75.8 97.3 71.2 General corporate expenses 462.2 459.4 370.2 Pension and postretirement non-service income 35.1 80.4 55.2 Interest expense, net 391.4 158.7 195.5 Income tax expense 218.8 174.6 254.7 Income from continuing operations $ 680.3 $ 797.5 $ 546.0 Less: Net income attributable to noncontrolling interests of continuing operations 0.1 3.4 1.9 Income from continuing operations attributable to Conagra Brands, Inc. $ 680.2 $ 794.1 $ 544.1 The following table presents further disaggregation of our net sales: 2019 2018 2017 Snacks $ 1,363.4 $ 1,199.0 $ 1,046.7 Other shelf-stable 2,567.1 2,088.0 2,162.1 Frozen 2,968.4 2,014.8 1,886.1 Refrigerated 788.0 738.2 766.5 International 846.2 843.5 816.0 Foodservice 1,005.3 1,054.8 1,078.4 Commercial — — 71.1 Total net sales $ 9,538.4 $ 7,938.3 $ 7,826.9 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. 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: 2019 2018 2017 Net derivative gains (losses) incurred $ (3.6 ) $ (0.9 ) $ 0.6 Less: Net derivative gains (losses) allocated to reporting segments (1.8 ) (7.1 ) 5.7 Net derivative gains (losses) recognized in general corporate expenses $ (1.8 ) $ 6.2 $ (5.1 ) Net derivative gains (losses) allocated to Grocery & Snacks $ (2.1 ) $ 0.2 $ 3.4 Net derivative gains (losses) allocated to Refrigerated & Frozen (1.1 ) (0.3 ) 0.8 Net derivative gains (losses) allocated to International 2.8 (6.9 ) 1.6 Net derivative losses allocated to Foodservice (0.6 ) (0.1 ) — Net derivative losses allocated to Pinnacle Foods (0.8 ) — — Net derivative losses allocated to Commercial — — (0.1 ) Net derivative gains (losses) included in segment operating profit $ (1.8 ) $ (7.1 ) $ 5.7 As of May 26, 2019 , the cumulative amount of net derivative gains from economic hedges that had been recognized in general corporate expenses and not yet allocated to reporting segments was $1.4 million . This amount reflected net gains of $ 1.0 million incurred during the fiscal year ended May 26, 2019 , as well as net gains of $ 0.4 million incurred prior to fiscal 2019. Based on our forecasts of the timing of recognition of the underlying hedged items, we expect to reclassify to segment operating results gains of $0.9 million in fiscal 2020 and $0.5 million in fiscal 2021 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 for fiscal 2019 , 2018 , and 2017 was $283.9 million , $222.1 million , and $234.4 million , 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 fiscal 2019 , 2018 , and 2017 . Foreign net sales, including sales by domestic segments to customers located outside of the United States, were approximately $919.5 million , $918.4 million , and $887.2 million in fiscal 2019 , 2018 , and 2017 , 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 24% of consolidated net sales for each of fiscal 2019 , 2018 , and 2017 , significantly impacting the Grocery & Snacks, Refrigerated & Frozen, and Pinnacle Foods segments. Walmart, Inc. and its affiliates accounted for approximately 30% and 25% of consolidated net receivables as of May 26, 2019 and May 27, 2018 , 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 May 26, 2019 , $189.3 million of our total accounts payable is payable to suppliers who utilize this third-party service. |
QUARTERLY FINANCIAL DATA (Unaud
QUARTERLY FINANCIAL DATA (Unaudited) | 12 Months Ended |
May 26, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (Unaudited) | QUARTERLY FINANCIAL DATA (Unaudited) 2019 2018 First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 1,834.4 $ 2,383.7 $ 2,707.1 $ 2,613.2 $ 1,804.2 $ 2,173.4 $ 1,994.5 $ 1,966.2 Gross profit 515.5 677.2 752.3 708.0 519.0 658.3 598.8 575.4 Income from continuing operations, net of tax 178.2 134.3 242.6 125.2 153.6 224.1 349.2 70.6 Income (loss) from discontinued operations, net of tax — (1.9 ) — — (0.3 ) 0.4 14.5 (0.3 ) Net income attributable to Conagra Brands, Inc. 178.2 131.6 242.0 126.5 152.5 223.5 362.8 69.6 Earnings per share (1) : Basic earnings per share: Net income attributable to Conagra Brands, Inc. common stockholders $ 0.45 $ 0.31 $ 0.50 $ 0.26 $ 0.37 $ 0.55 $ 0.91 $ 0.18 Diluted earnings per share: Net income attributable to Conagra Brands, Inc. common stockholders $ 0.45 $ 0.31 $ 0.50 $ 0.26 $ 0.36 $ 0.54 $ 0.90 $ 0.18 Dividends declared per common share $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 Share price: High $ 38.94 $ 38.25 $ 32.60 $ 31.28 $ 39.95 $ 35.87 $ 38.50 $ 38.29 Low 34.64 32.42 20.85 22.37 33.07 32.43 35.47 35.34 (1) Basic and diluted earnings per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly earnings per share amounts may not agree with the total year. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
May 26, 2019 | |
Accounting Policies [Abstract] | |
Fiscal Year | 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 52-week periods for fiscal years 2019, 2018, and 2017. |
Basis of Consolidation | Basis of Consolidation — The consolidated financial statements include the accounts of Conagra Brands, Inc. and all majority-owned subsidiaries. In addition, the accounts of all variable interest entities for which we have been determined to be the primary beneficiary are included in our consolidated financial statements from the date such determination is made. All significant intercompany investments, accounts, and transactions have been eliminated. |
Investments in Unconsolidated Affiliates | 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 or the cost method of accounting, depending on specific facts and circumstances. 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 which 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 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 — 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. |
Inventories | Inventories — We use the lower of cost (determined using the first-in, first-out method) or market for valuing inventories. |
Property, Plant and Equipment | 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: Land improvements 1 - 40 years Buildings 15 - 40 years Machinery and equipment 3 - 20 years Furniture, fixtures, office equipment and other 5 - 15 years 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. |
Goodwill and Other Identifiable Intangible Assets | 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 20 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. Prior to the fourth quarter of fiscal 2017, if the carrying value of a reporting unit exceeded its fair value, we completed a second step of the test to determine the amount of goodwill impairment loss, if any, to be recognized. In the second step, we estimated an implied fair value of the reporting unit's goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill (including any unrecognized intangible assets). The impairment loss was equal to the excess of the carrying value of the goodwill over the implied fair value of that goodwill. Beginning in the fourth quarter of fiscal 2017, if the carrying value of a reporting unit exceeds its fair value, we recognize an impairment loss equal to the difference between the carrying value and estimated fair value of the reporting unit. In assessing other 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 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 2019, 2018, and 2017 we elected to perform a quantitative impairment test for other 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. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments — Unless otherwise specified, we believe the carrying value of financial instruments approximates their fair value. |
Environmental Liabilities | 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 — 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 U.S. GAAP. |
Revenue Recognition | 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 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 — Advertising costs are expensed as incurred. |
Research and Development | Research and Development — We incurred expenses of $56.1 million , $47.3 million , and $44.6 million for research and development activities in fiscal 2019 , 2018 , and 2017 , respectively. |
Comprehensive Income | Comprehensive Income — Comprehensive income includes net income, currency translation adjustments, certain derivative-related activity, changes in the value of available-for-sale investments (prior to the adoption of Accounting Standards Update ("ASU") 2016-01), 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. 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. |
Foreign Currency Transaction Gains and Losses | Foreign Currency Transaction Gains and Losses — We recognized net foreign currency transaction losses from continuing operations of $2.3 million , $1.4 million , and $1.5 million in fiscal 2019 , 2018 , and 2017 , respectively, in SG&A expenses. |
Business Combinations | 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 | Reclassifications and other changes — Certain prior year amounts have been reclassified to conform with current year presentation. |
Use of Estimates | 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. |
Accounting Changes and Recently Issued Accounting Standards | Accounting Changes — In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers ("Topic 606"), which replaces most existing revenue recognition guidance in U.S. GAAP, including industry-specific requirements. Topic 606 provides companies with a single revenue recognition model for recognizing revenue with customers; specifically requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. We utilized a comprehensive approach to evaluate and document the impact of the guidance on our current accounting policies and practices in order to identify material differences, if any, that would result from applying the new requirements to our revenue contracts. We did not identify any material differences resulting from applying the new requirements to our revenue contracts. In addition, we did not identify any significant changes to our business processes, systems, and controls to support recognition and disclosure requirements under the new guidance. We adopted the provisions of Topic 606 in fiscal 2019 utilizing the modified retrospective method. We recorded a $0.5 million cumulative effect adjustment, net of tax, to the opening balance of fiscal 2019 retained earnings, a decrease to receivables of $7.6 million , an increase to inventories of $2.8 million , an increase to prepaid expenses and other current assets of $6.9 million , an increase to other accrued liabilities of $1.4 million , and an increase to other noncurrent liabilities of $0.2 million . The adjustments primarily related to the timing of recognition of certain customer charges, trade promotional expenditures, and volume discounts. The effect of the changes made to our Consolidated Balance Sheet as of May 26, 2019 for the adoption of Topic 606 was as follows: As Reported Adjustments Balances without Adoption of Topic 606 Current assets Receivables, less allowance for doubtful accounts $ 831.7 $ 8.7 $ 840.4 Inventories 1,571.7 (3.1 ) 1,568.6 Prepaid expenses and other current assets 93.8 (16.6 ) 77.2 Current liabilities Other accrued liabilities 691.6 (1.1 ) 690.5 Other noncurrent liabilities 1,951.8 (2.5 ) 1,949.3 The effect of the changes made to our Consolidated Statement of Earnings for the adoption of Topic 606 was as follows: Fiscal 2019 As Reported Adjustments Balances without Adoption of Topic 606 Net sales $ 9,538.4 $ 15.5 $ 9,553.9 Cost of goods sold 6,885.4 24.5 6,909.9 Income from continuing operations before income taxes and equity method investment earnings 823.3 (9.0 ) 814.3 In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The effective date for this standard is for fiscal years beginning after December 31, 2017. We adopted this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments , which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash , which provides amendments to current guidance to address the classifications and presentation of changes in restricted cash in the statement of cash flows. We adopted this ASU retrospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business , which provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted this ASU prospectively in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires companies to present the service cost component of net benefit cost in the same line items in which they report compensation cost. Companies are required to present all other components of net benefit cost outside operating income, if this subtotal is presented. In addition, the new standard requires that only the service cost component of net periodic benefit expense is eligible for capitalization. The new standard requires retrospective adoption of the presentation of net periodic benefit expense and prospective application of the capitalization of the service cost component. We adopted this ASU in fiscal 2019. As a result, the following amounts were reclassified in fiscal 2018 and 2017 to correspond to the current year presentation: 2018 2017 Reclassified from Cost of goods sold $ — $ 1.7 Reclassified from Selling, general and administrative expense 80.4 53.5 Reclassified to Pension and postretirement non-service income $ 80.4 $ 55.2 In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The effective date for the standard is for fiscal years beginning after December 15, 2018. We elected to early adopt this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements. See Note 18 for a discussion of our derivatives. In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans , which modifies the disclosure requirements for defined benefit pension plans and other post-retirement plans. The effective date for this standard is for fiscal years beginning after December 15, 2020, with early adoption permitted. We elected to early adopt this ASU in fiscal 2019. The adoption of this guidance did not have a material impact to our consolidated financial statements and related disclosures. Recently Issued Accounting Standards — In February 2016, the FASB issued ASU 2016-02, Leases , Topic 842 , which requires lessees to reflect most leases on their balance sheet as assets and obligations. The effective date for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are evaluating the effect that this standard will have on our consolidated financial statements and related disclosures. We have identified an accounting system to support the future state lease accounting process and continue to develop the future state process design as part of the overall system implementation. We have populated the accounting system with lease data and have validated the completeness and accuracy of such data. We expect the adoption of this standard to result in an increase in total assets and liabilities related to operating leases that are currently not recorded on our consolidated balance sheet, however, we do not expect there to be a material impact to our earnings or cash flows. See Note 16 for the total amount of our noncancelable operating lease commitments. The standard can be applied using the modified retrospective method or entities may also elect the optional transition method provided under ASU 2018-11, Leases, Topic 842: Targeted Improvement, issued in July 2018, allowing for application of the standard at the adoption date, with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We will adopt this ASU on the first day of our fiscal year 2020 using the optional transition method and will elect certain practical expedients permitted under the transition guidance, including not reassessing whether existing contracts contain leases and carrying forward the historical classification of leases. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) : Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The effective date for the standard is for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We do not expect ASU 2018-15 to have a material impact to our consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
May 26, 2019 | |
Accounting Policies [Abstract] | |
Balances of Allowance for Doubtful Accounts and Changes Therein | The following table details the balances of our allowance for doubtful accounts and changes therein: Balance at Beginning of Period Additions Charged to Costs and Expenses Other Deductions from Reserves Balance at Close of Period Year ended May 26, 2019 $ 1.7 0.6 1.6 (1) 0.6 (2) $ 3.3 Year ended May 27, 2018 $ 2.9 0.8 — 2.0 (2) $ 1.7 Year ended May 28, 2017 $ 3.0 1.0 — 1.1 (2) $ 2.9 (1) Primarily relates to the acquisition of Pinnacle. (2) Bad debts charged off and adjustments to previous reserves, less recoveries. |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | Depreciation has been calculated using the straight-line method over the estimated useful lives of the respective classes of assets as follows: Land improvements 1 - 40 years Buildings 15 - 40 years Machinery and equipment 3 - 20 years Furniture, fixtures, office equipment and other 5 - 15 years |
Schedule of Accumulated Balances for Each Component of Other Comprehensive Income, Net of Tax | The following table details the accumulated balances for each component of other comprehensive income, net of tax: 2019 2018 2017 Currency translation losses, net of reclassification adjustments $ (90.9 ) $ (94.7 ) $ (98.6 ) Derivative adjustments, net of reclassification adjustments 34.0 1.0 (1.1 ) Unrealized gains (losses) on available-for-sale securities — 0.6 (0.3 ) Pension and post-employment benefit obligations, net of reclassification adjustments (53.4 ) (17.4 ) (112.9 ) Accumulated other comprehensive loss 1 $ (110.3 ) $ (110.5 ) $ (212.9 ) 1 Net of unrealized gains on available-for-sale securities reclassified to retained earnings as a result of the adoption of ASU 2016-01 in fiscal 2019 and net of stranded tax effects from change in tax rate as a result of the early adoption of ASU 2018-02 in fiscal 2018 in the amount of $0.6 million and $17.4 million , respectively. |
Summary of Reclassifications from Accumulated Other Comprehensive Loss into Income | The following table summarizes the reclassifications from accumulated other comprehensive loss into income: Affected Line Item in the Consolidated Statement of Operations 1 2019 2018 2017 Net derivative adjustment, net of tax: Cash flow hedges $ (1.9 ) $ 0.1 $ (0.2 ) Interest expense, net (1.9 ) 0.1 (0.2 ) Total before tax 0.5 — 0.1 Income tax expense $ (1.4 ) $ 0.1 $ (0.1 ) Net of tax Amortization of pension and postretirement healthcare liabilities: Net prior service cost (benefit) $ 0.9 $ (0.4 ) $ (3.9 ) Pension and postretirement non-service income Pension settlement — 1.3 13.8 Pension and postretirement non-service income Postretirement healthcare settlement (1.0 ) — — Pension and postretirement non-service income Net actuarial loss (gain) (1.4 ) — 0.5 Pension and postretirement non-service income (1.5 ) 0.9 10.4 Total before tax 0.4 (0.2 ) (4.0 ) Income tax expense $ (1.1 ) $ 0.7 $ 6.4 Net of tax Currency translation losses $ 10.4 $ — $ — Selling, general and administrative expenses 10.4 — — Total before tax — — — Income tax expense $ 10.4 $ — $ — Net of tax 1 Amounts in parentheses indicate income recognized in the Consolidated Statements of Operations. |
Effect of New Accounting Pronouncement on Financial Statements | The effect of the changes made to our Consolidated Balance Sheet as of May 26, 2019 for the adoption of Topic 606 was as follows: As Reported Adjustments Balances without Adoption of Topic 606 Current assets Receivables, less allowance for doubtful accounts $ 831.7 $ 8.7 $ 840.4 Inventories 1,571.7 (3.1 ) 1,568.6 Prepaid expenses and other current assets 93.8 (16.6 ) 77.2 Current liabilities Other accrued liabilities 691.6 (1.1 ) 690.5 Other noncurrent liabilities 1,951.8 (2.5 ) 1,949.3 The effect of the changes made to our Consolidated Statement of Earnings for the adoption of Topic 606 was as follows: Fiscal 2019 As Reported Adjustments Balances without Adoption of Topic 606 Net sales $ 9,538.4 $ 15.5 $ 9,553.9 Cost of goods sold 6,885.4 24.5 6,909.9 Income from continuing operations before income taxes and equity method investment earnings 823.3 (9.0 ) 814.3 As a result, the following amounts were reclassified in fiscal 2018 and 2017 to correspond to the current year presentation: 2018 2017 Reclassified from Cost of goods sold $ — $ 1.7 Reclassified from Selling, general and administrative expense 80.4 53.5 Reclassified to Pension and postretirement non-service income $ 80.4 $ 55.2 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
May 26, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes our current allocation of the total purchase consideration to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. October 26, Cash and cash equivalents $ 47.2 Receivables 202.8 Inventories 653.7 Prepaid expenses and other current assets 14.9 Property, plant and equipment 721.2 Goodwill 7,015.9 Brands, trademarks and other intangibles 3,519.5 Other assets 24.3 Current liabilities (605.5 ) Senior long-term debt, excluding current installments (2,671.3 ) Noncurrent deferred tax liabilities (814.1 ) Other noncurrent liabilities (74.6 ) Total assets acquired and liabilities assumed $ 8,034.0 |
Unaudited Pro Forma Information | The following unaudited pro forma financial information presents the combined results of operations as if the acquisition of Pinnacle had occurred on May 29, 2017, the beginning of fiscal year 2018. These unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. 2019 2018 Pro forma net sales $ 10,788.1 $ 11,034.2 Pro forma net income from continuing operations attributable to Conagra Brands, Inc. $ 803.8 $ 1,089.7 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 12 Months Ended |
May 26, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Pre-Tax Expenses in Association with the Restructuring Plan | 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 end of fiscal 2019): International Pinnacle Foods Corporate Total Other cost of goods sold $ — $ 5.7 $ — $ 5.7 Total cost of goods sold — 5.7 — 5.7 Severance and related costs 0.7 0.6 116.8 118.1 Accelerated depreciation — — 6.1 6.1 Contract/lease termination — 0.8 19.8 20.6 Consulting/professional fees 0.2 — 96.1 96.3 Other selling, general and administrative expenses 0.1 — 13.2 13.3 Total selling, general and administrative expenses 1.0 1.4 252.0 254.4 Consolidated total $ 1.0 $ 7.1 $ 252.0 $ 260.1 During fiscal 2019, we recognized the following pre-tax expenses for the Pinnacle Integration Restructuring Plan: International Pinnacle Foods Corporate Total Other cost of goods sold $ — $ 3.7 $ — $ 3.7 Total cost of goods sold — 3.7 — 3.7 Severance and related costs 0.7 0.6 110.8 112.1 Accelerated depreciation — — 4.7 4.7 Contract/lease termination — 0.8 0.3 1.1 Consulting/professional fees 0.2 — 38.1 38.3 Other selling, general and administrative expenses 0.1 — 8.2 8.3 Total selling, general and administrative expenses 1.0 1.4 162.1 164.5 Consolidated total $ 1.0 $ 5.1 $ 162.1 $ 168.2 |
Schedule of Liabilities Recorded for the Restructuring Plan | Liabilities recorded for the Pinnacle Integration Restructuring Plan and changes therein for fiscal 2019 were as follows: Balance at May 27, 2018 Costs Incurred and Charged to Expense Costs Paid or Otherwise Settled Changes in Estimates Balance at May 26, 2019 Severance and related costs $ — $ 121.2 $ (35.2 ) $ (9.1 ) $ 76.9 Contract/lease termination — 1.1 (0.1 ) — 1.0 Consulting/professional fees — 38.3 (19.9 ) — 18.4 Other costs — 12.0 (10.8 ) — 1.2 Total $ — $ 172.6 $ (66.0 ) $ (9.1 ) $ 97.5 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
May 26, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | May 26, 2019 May 27, 2018 5.4% senior debt due November 2048 $ 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 — 8.25% senior debt due September 2030 300.0 300.0 4.85% senior debt due November 2028 1,300.0 — 7.0% senior debt due October 2028 382.2 382.2 6.7% senior debt due August 2027 9.2 9.2 7.125% senior debt due October 2026 262.5 262.5 4.6% senior debt due November 2025 1,000.0 — 4.3% senior debt due May 2024 1,000.0 — LIBOR plus 1.50% term loan due October 2023 200.0 — 3.2% senior debt due January 2023 837.0 837.0 3.25% senior debt due September 2022 250.0 250.0 LIBOR plus 1.375% term loan due October 2021 200.0 — 3.8% senior debt due October 2021 1,200.0 — 9.75% subordinated debt due March 2021 195.9 195.9 LIBOR plus 0.75% senior debt due October 2020 525.0 — LIBOR plus 0.50% senior debt due October 2020 500.0 500.0 4.95% senior debt due August 2020 126.6 126.6 LIBOR plus 0.75% term loan due February 2019 — 300.0 2.00% to 9.59% lease financing obligations due on various dates through 2033 165.4 94.7 Other indebtedness 0.1 0.2 Total face value of debt 10,722.0 3,526.4 Unamortized fair value adjustment 24.5 27.6 Unamortized discounts (19.0 ) (5.8 ) Unamortized debt issuance costs (52.1 ) (11.3 ) Adjustment due to hedging activity 0.9 1.6 Less current installments (20.6 ) (307.0 ) Total long-term debt $ 10,655.7 $ 3,231.5 |
Schedule of Aggregate Minimum Principal Maturities of Long-Term Debt | The aggregate minimum principal maturities of the long-term debt for each of the five fiscal years following May 26, 2019 , are as follows: 2020 $ 20.6 2021 1,368.2 2022 1,420.4 2023 1,103.4 2024 1,213.0 |
Schedule of Net Interest Expense | Net interest expense consists of: 2019 2018 2017 Long-term debt $ 385.9 $ 161.2 $ 203.6 Short-term debt 15.0 4.8 0.6 Interest income (6.8 ) (3.8 ) (3.7 ) Interest capitalized (2.7 ) (3.5 ) (5.0 ) $ 391.4 $ 158.7 $ 195.5 |
DISCONTINUED OPERATIONS AND O_2
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES (Tables) | 12 Months Ended |
May 26, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Comparative Financial Results | The summary comparative financial results of the Lamb Weston business through the date of the Spinoff, included within discontinued operations, were as follows: 2019 2018 2017 Net sales $ — $ — $ 1,407.9 Income (loss) from discontinued operations before income taxes and equity method investment earnings $ — $ (0.3 ) $ 172.3 Income (loss) before income taxes and equity method investment earnings — (0.3 ) 172.3 Income tax expense (benefit) 2.8 (14.6 ) 87.5 Equity method investment earnings — — 15.9 Income (loss) from discontinued operations, net of tax (2.8 ) 14.3 100.7 Less: Net income attributable to noncontrolling interests — — 6.8 Net income (loss) from discontinued operations attributable to Conagra Brands, Inc. $ (2.8 ) $ 14.3 $ 93.9 The summary comparative financial results of the Private Brands business, included within discontinued operations, were as follows: 2019 2018 2017 Loss on sale of business $ — $ — $ (1.6 ) Income from discontinued operations before income taxes and equity method investment earnings 0.9 0.4 3.9 Income before income taxes and equity method investment earnings 0.9 0.4 2.3 Income tax expense (benefit) — 0.5 (0.3 ) Income (loss) from discontinued operations, net of tax $ 0.9 $ (0.1 ) $ 2.6 |
Schedule of Assets and Liabilities Classified as Held for Sale | The assets classified as held for sale reflected in our Consolidated Balance Sheets related to the Wesson ® oil business were as follows: May 27, 2018 Current assets $ 37.7 Noncurrent assets (including goodwill of $74.5 million) 101.0 The assets and liabilities classified as held for sale reflected in our Consolidated Balance Sheets related to Gelit were as follows: May 27, 2018 Current assets $ 23.5 Noncurrent assets (including goodwill of $15.1 million) 43.3 Current liabilities 13.9 Noncurrent liabilities 4.4 The assets classified as held for sale reflected in our Consolidated Balance Sheets related to the Del Monte ® processed fruit and vegetable business in Canada were as follows: May 27, 2018 Current assets $ 6.1 Noncurrent assets (including goodwill of $5.8 million) 11.5 |
INVESTMENTS IN JOINT VENTURES (
INVESTMENTS IN JOINT VENTURES (Tables) | 12 Months Ended |
May 26, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Combined Financial Information | Summarized combined financial information for our equity method investments on a 100% basis is as follows: 2019 2018 2017 Net Sales: Ardent Mills $ 3,476.0 $ 3,344.1 $ 3,180.0 Others 195.4 198.8 177.7 Total net sales $ 3,671.4 $ 3,542.9 $ 3,357.7 Gross margin: Ardent Mills $ 281.9 $ 386.5 $ 340.3 Others 45.5 34.8 34.6 Total gross margin $ 327.4 $ 421.3 $ 374.9 Earnings after income taxes: Ardent Mills $ 151.9 $ 197.0 $ 152.0 Others 18.1 10.1 10.1 Total earnings after income taxes $ 170.0 $ 207.1 $ 162.1 May 26, 2019 May 27, 2018 Ardent Mills: Current assets $ 952.6 $ 974.6 Noncurrent assets 1,669.8 1,675.7 Current liabilities 361.2 355.6 Noncurrent liabilities 496.9 510.9 Others: Current assets $ 89.2 $ 76.4 Noncurrent assets 19.0 15.5 Current liabilities 43.4 37.5 Noncurrent liabilities 0.7 0.1 |
GOODWILL AND OTHER IDENTIFIAB_2
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS (Tables) | 12 Months Ended |
May 26, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the Change in the Carrying Amount of Goodwill | The change in the carrying amount of goodwill for fiscal 2019 and 2018 was as follows: Grocery & Snacks Refrigerated & Frozen International Foodservice Pinnacle Foods Total Balance as of May 28, 2017 $ 2,439.1 $ 1,022.8 $ 247.8 $ 571.1 $ — $ 4,280.8 Acquisitions 155.2 57.8 — — — 213.0 Purchase accounting adjustments (1.5 ) — — — — (1.5 ) Currency translation — — (4.9 ) — — (4.9 ) Balance as of May 27, 2018 $ 2,592.8 $ 1,080.6 $ 242.9 $ 571.1 $ — $ 4,487.4 Acquisitions — — — — 7,015.9 7,015.9 Purchase accounting adjustments 1.5 — — — — 1.5 Currency translation — — (2.4 ) — (2.8 ) (5.2 ) Balance as of May 26, 2019 $ 2,594.3 $ 1,080.6 $ 240.5 $ 571.1 $ 7,013.1 $ 11,499.6 |
Schedule of Other Identifiable Intangible Assets | Other identifiable intangible assets were as follows: 2019 2018 Gross Accumulated Gross Accumulated Non-amortizing intangible assets $ 3,678.0 $ — $ 918.3 $ — Amortizing intangible assets 1,244.2 260.8 576.6 212.1 $ 4,922.2 $ 260.8 $ 1,494.9 $ 212.1 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
May 26, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Income and Average Share Amounts Used to Compute Both Basic and Diluted Earnings (Loss) Per Share | The following table reconciles the income and average share amounts used to compute both basic and diluted earnings per share: 2019 2018 2017 Net income available to Conagra Brands, Inc. common stockholders: Income from continuing operations attributable to Conagra Brands, Inc. common stockholders $ 680.2 $ 794.1 $ 544.1 Income (loss) from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders (1.9 ) 14.3 95.2 Net income attributable to Conagra Brands, Inc. common stockholders $ 678.3 $ 808.4 $ 639.3 Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated — — 0.8 Net income available to Conagra Brands, Inc. common stockholders $ 678.3 $ 808.4 $ 638.5 Weighted average shares outstanding: Basic weighted average shares outstanding 444.0 403.9 431.9 Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities 1.6 3.5 4.1 Diluted weighted average shares outstanding 445.6 407.4 436.0 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
May 26, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Major Classes of Inventories | The major classes of inventories were as follows: May 26, 2019 May 27, 2018 Raw materials and packaging $ 276.5 $ 202.9 Work in process 126.9 91.8 Finished goods 1,099.1 647.8 Supplies and other 69.2 46.2 Total $ 1,571.7 $ 988.7 |
OTHER NONCURRENT LIABILITIES (T
OTHER NONCURRENT LIABILITIES (Tables) | 12 Months Ended |
May 26, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities consisted of: May 26, 2019 May 27, 2018 Postretirement health care and pension obligations $ 262.5 $ 261.7 Noncurrent income tax liabilities 1,349.0 487.3 Self-insurance liabilities 42.9 27.1 Environmental liabilities (see Note 17) 56.8 56.0 Technology agreement liability 28.7 42.7 Other 211.9 186.0 $ 1,951.8 $ 1,060.8 |
SHARE-BASED PAYMENTS (Tables)
SHARE-BASED PAYMENTS (Tables) | 12 Months Ended |
May 26, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Nonvested Share Units and Changes | The following table summarizes the nonvested share units as of May 26, 2019 and changes during the fiscal year then ended: Stock-Settled Cash-Settled Share Units Share Units (in Millions) Weighted Average Grant-Date Fair Value Share Units (in Millions) Weighted Average Grant-Date Fair Value Nonvested share units at May 27, 2018 1.78 $ 34.20 0.71 $ 34.58 Granted 0.89 $ 35.43 1.95 $ 36.37 Vested/Issued (0.72 ) $ 33.29 (1.64 ) $ 35.55 Forfeited (0.14 ) $ 35.08 (0.05 ) $ 36.07 Nonvested share units at May 26, 2019 1.81 $ 34.89 0.97 $ 36.20 |
Summary of Activity for Performance Share Awards and Changes | A summary of the activity for performance share awards as of May 26, 2019 and changes during the fiscal year then ended is presented below: Performance Shares Share Units (in Millions) Weighted Average Grant-Date Fair Value Nonvested performance shares at May 27, 2018 1.00 $ 33.40 Granted 0.45 $ 35.96 Adjustments for performance results attained and dividend equivalents 0.18 $ 31.03 Vested/Issued (0.43 ) $ 31.03 Forfeited (0.05 ) $ 34.54 Nonvested performance shares at May 26, 2019 1.15 $ 34.89 |
Schedule of Weighted Average Assumptions for Stock Options Granted | The fair value of each option is estimated on the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions for stock options granted: 2017 Expected volatility (%) 19.15 Dividend yield (%) 2.33 Risk-free interest rates (%) 1.03 Expected life of stock option (years) 4.94 |
Summary of Option Activity and Changes | A summary of the option activity as of May 26, 2019 and changes during the fiscal year then ended is presented below: Options Number of Options (in Millions) Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Millions) Outstanding at May 27, 2018 5.1 $ 28.11 Exercised (0.6 ) $ 20.75 $ 7.9 Expired (0.1 ) $ 29.84 Outstanding at May 26, 2019 4.4 $ 29.00 5.47 $ 9.9 Exercisable at May 26, 2019 4.1 $ 28.38 5.32 $ 9.9 |
Summary of Stock Appreciation Rights Activity | A summary of the stock appreciation rights activity as of May 26, 2019 and changes during the fiscal year then ended is presented below: Stock Appreciation Rights Number of Options (in Millions) Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Millions) Granted 2.3 $ 27.09 Exercised (0.1 ) $ 24.79 $ 0.1 Expired (1.8 ) $ 26.92 Outstanding at May 26, 2019 0.4 $ 28.13 0.16 $ 0.6 Exercisable at May 26, 2019 0.4 $ 28.13 0.16 $ 0.6 |
PRE-TAX INCOME AND INCOME TAX_2
PRE-TAX INCOME AND INCOME TAXES (Tables) | 12 Months Ended |
May 26, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Pre-Tax Income from Continuing Operations | Pre-tax income from continuing operations (including equity method investment earnings) consisted of the following: 2019 2018 2017 United States $ 826.6 $ 902.5 $ 883.5 Foreign 72.5 69.6 (82.8 ) $ 899.1 $ 972.1 $ 800.7 |
Schedule of the Provision for Income Taxes | The provision for income taxes included the following: 2019 2018 2017 Current Federal $ 125.4 $ 153.1 $ 201.5 State 22.6 17.8 6.7 Foreign 21.6 32.5 6.5 169.6 203.4 214.7 Deferred Federal 40.1 (43.7 ) 62.1 State 19.0 17.4 (5.3 ) Foreign (9.9 ) (2.5 ) (16.8 ) 49.2 (28.8 ) 40.0 $ 218.8 $ 174.6 $ 254.7 |
Reconciliation of Income Taxes to the Provision for Income Taxes | Income taxes computed by applying the U.S. Federal statutory rates to income from continuing operations before income taxes are reconciled to the provision for income taxes set forth in the Consolidated Statements of Operations as follows: 2019 2018 2017 Computed U.S. Federal income taxes $ 188.8 $ 285.3 $ 280.2 State income taxes, net of U.S. Federal tax impact 34.1 18.0 22.4 Remeasurement of U.S. deferred taxes — (241.6 ) — Transition tax on foreign earnings (4.6 ) 19.8 — Tax credits and domestic manufacturing deduction (5.6 ) (20.6 ) (19.8 ) Federal rate differential on legal reserve — 12.6 — Goodwill and intangible impairments 12.5 — 104.7 Stock compensation (2.1 ) (5.7 ) (18.8 ) Legal entity reorganization 16.9 — — State tax impact of combining Pinnacle business (12.0 ) — — Change of valuation allowance on capital loss carryforward (32.2 ) 78.6 (84.1 ) Change in estimate related to tax methods used for certain international sales, federal credits, and state credits — — (8.0 ) Other 23.0 28.2 (21.9 ) $ 218.8 $ 174.6 $ 254.7 |
Schedule of the Tax Effect of Temporary Differences and Carryforwards | 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, 2019 May 27, 2018 Assets Liabilities Assets Liabilities Property, plant and equipment $ — $ 240.7 $ — $ 141.0 Inventory 15.2 — 2.6 — Goodwill, trademarks and other intangible assets — 1,187.0 — 406.2 Accrued expenses 11.8 — 15.5 — Compensation related liabilities 35.9 — 34.1 — Pension and other postretirement benefits 54.6 — 45.8 — Investment in unconsolidated subsidiaries — 185.4 — 165.8 Other liabilities that will give rise to future tax deductions 123.5 — 109.7 — Net capital and operating loss carryforwards 766.5 — 762.5 — Federal credits 18.0 — 3.5 — Other 37.6 24.0 23.6 9.5 1,063.1 1,637.1 997.3 722.5 Less: Valuation allowance (738.1 ) — (739.6 ) — Net deferred taxes $ 325.0 $ 1,637.1 $ 257.7 $ 722.5 |
Schedule of Change in Unrecognized Tax Benefits | The change in the unrecognized tax benefits for the year ended May 26, 2019 was: Beginning balance on May 27, 2018 $ 32.5 Acquired business positions 10.6 Increases from positions established during prior periods 7.7 Decreases from positions established during prior periods (3.4 ) Increases from positions established during the current period 4.2 Decreases relating to settlements with taxing authorities (5.2 ) Reductions resulting from lapse of applicable statute of limitation (3.3 ) Other adjustments to liability 1.0 Ending balance on May 26, 2019 $ 44.1 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
May 26, 2019 | |
Leases [Abstract] | |
Summary of Non-Cancellable Operating Lease Commitments | A summary of non-cancellable operating lease commitments for fiscal years following May 26, 2019 , was as follows: 2020 $ 52.1 2021 48.4 2022 38.0 2023 34.1 2024 25.6 Later years 114.4 $ 312.6 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
May 26, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Assets and Liabilities Representing a Right to Reclaim Cash Collateral or Obligation to Return Cash Collateral | 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, 2019 May 27, 2018 Prepaid expenses and other current assets $ 5.9 $ 4.4 Other accrued liabilities 1.4 0.1 |
Schedule of Derivative Assets and Liabilities on a Gross Basis | The following table presents our derivative assets and liabilities at May 26, 2019 , on a gross basis, prior to the setoff of $0.5 million to total derivative assets and $0.4 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 $ 4.9 Other accrued liabilities $ 0.9 Foreign exchange contracts Prepaid expenses and other current assets 1.4 Other accrued liabilities 0.9 Other Prepaid expenses and other current assets 0.1 Other accrued liabilities — Total derivatives not designated as hedging instruments $ 6.4 $ 1.8 The following table presents our derivative assets and liabilities, at May 27, 2018 , on a gross basis, prior to the setoff of $1.4 million to total derivative assets and $0.4 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 $ 3.7 Other accrued liabilities $ 0.4 Foreign exchange contracts Prepaid expenses and other current assets 2.1 Other accrued liabilities — Other Prepaid expenses and other current assets — Other accrued liabilities 0.1 Total derivatives not designated as hedging instruments $ 5.8 $ 0.5 |
Schedule of Location and Amount of Gains (Losses) from Derivatives Not Designated as Hedging Instruments | The location and amount of gains (losses) from derivatives not designated as hedging instruments in our Consolidated Statements of Operations were as follows: For the Fiscal Year Ended May 26, 2019 Derivatives Not Designated as Hedging Instruments Location in Consolidated Statement of Operations of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations Commodity contracts Cost of goods sold $ (5.3 ) Foreign exchange contracts Cost of goods sold 1.7 Total loss from derivative instruments not designated as hedging instruments $ (3.6 ) For the Fiscal Year Ended May 27, 2018 Derivatives Not Designated as Hedging Instruments Location in Consolidated Statement of Operations of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations Commodity contracts Cost of goods sold $ 3.0 Foreign exchange contracts Cost of goods sold (3.9 ) Foreign exchange contracts Selling, general and administrative expense 0.3 Total loss from derivative instruments not designated as hedging instruments $ (0.6 ) For the Fiscal Year Ended May 28, 2017 Derivatives Not Designated as Hedging Instruments Location in Consolidated Statement of Operations of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations Commodity contracts Cost of goods sold $ 0.9 Foreign exchange contracts Cost of goods sold (0.3 ) Foreign exchange contracts Selling, general and administrative expense 0.2 Total gain from derivative instruments not designated as hedging instruments $ 0.8 |
PENSION AND POSTRETIREMENT BE_2
PENSION AND POSTRETIREMENT BENEFITS (Tables) | 12 Months Ended |
May 26, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Benefit Obligations and Plan Assets | The changes in benefit obligations and plan assets at May 26, 2019 and May 27, 2018 are presented in the following table. Pension Benefits Other Benefits 2019 2018 2019 2018 Change in Benefit Obligation Benefit obligation at beginning of year $ 3,423.6 $ 3,548.7 $ 119.3 $ 156.9 Service cost 10.9 42.8 0.1 0.2 Interest cost 132.6 111.1 3.8 3.9 Plan participants' contributions — — 2.5 4.7 Amendments 1.4 0.6 (0.8 ) (17.2 ) Actuarial loss (gain) 150.1 (9.4 ) (24.3 ) (13.2 ) Plan settlements — (10.2 ) (0.5 ) — Curtailments — (79.5 ) (0.6 ) — Benefits paid (191.2 ) (181.3 ) (9.8 ) (16.2 ) Currency (0.6 ) 0.8 (0.2 ) 0.2 Business acquisitions and divestitures 206.4 — 1.7 — Benefit obligation at end of year $ 3,733.2 $ 3,423.6 $ 91.2 $ 119.3 Change in Plan Assets Fair value of plan assets at beginning of year $ 3,355.1 $ 2,983.6 $ 3.7 $ — Actual return on plan assets 252.2 249.6 0.2 3.7 Employer contributions 14.7 312.6 7.3 11.5 Plan participants' contributions — — 2.5 4.7 Plan settlements — (10.2 ) (0.5 ) — Benefits paid (191.2 ) (181.3 ) (9.8 ) (16.2 ) Currency (0.6 ) 0.8 — — Business acquisitions and divestitures 171.3 — — Fair value of plan assets at end of year $ 3,601.5 $ 3,355.1 $ 3.4 $ 3.7 |
Schedule of Funded Status and Amounts Recognized | The funded status and amounts recognized in our Consolidated Balance Sheets at May 26, 2019 and May 27, 2018 were: Pension Benefits Other Benefits 2019 2018 2019 2018 Funded Status $ (131.7 ) $ (68.5 ) $ (87.8 ) $ (115.6 ) Amounts Recognized in Consolidated Balance Sheets Other assets $ 61.2 $ 103.0 $ 2.8 $ 2.6 Other accrued liabilities (10.2 ) (11.8 ) (10.8 ) (16.2 ) Other noncurrent liabilities (182.7 ) (159.7 ) (79.8 ) (102.0 ) Net Amount Recognized $ (131.7 ) $ (68.5 ) $ (87.8 ) $ (115.6 ) Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax) Actuarial net loss (gain) $ 115.8 $ 48.8 $ (47.8 ) $ (25.8 ) Net prior service cost (benefit) 12.1 13.8 (17.1 ) (18.4 ) Total $ 127.9 $ 62.6 $ (64.9 ) $ (44.2 ) Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 26, 2019 and May 27, 2018 Discount rate 3.88 % 4.14 % 3.48 % 3.81 % Long-term rate of compensation increase N/A N/A N/A N/A |
Schedule of Projected Benefit Obligation, Accumulated Benefit Obligation, and Fair Value of Plan Assets | The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets at May 26, 2019 and May 27, 2018 were: 2019 2018 Projected benefit obligation $ 964.3 $ 951.1 Accumulated benefit obligation 963.7 950.1 Fair value of plan assets 771.4 779.5 |
Components of Pension Benefit and Other Postretirement Benefit Costs | Components of pension benefit and other postretirement benefit costs included: Pension Benefits Other Benefits 2019 2018 2017 2019 2018 2017 Service cost $ 10.9 $ 42.8 $ 56.9 $ 0.1 $ 0.2 $ 0.3 Interest cost 132.6 111.1 116.8 3.8 3.9 4.6 Expected return on plan assets (174.4 ) (218.3 ) (207.4 ) — — — Amortization of prior service cost (benefit) 3.1 2.9 2.6 (2.2 ) (3.4 ) (6.6 ) Special termination benefits — — 1.5 — — — Recognized net actuarial loss (gain) 5.1 3.4 1.2 (1.4 ) — 0.5 Settlement loss (gain) — 1.3 13.8 (1.0 ) — — Curtailment loss (gain) — 0.7 1.7 (0.6 ) — — Benefit cost — Company plans (22.7 ) (56.1 ) (12.9 ) (1.3 ) 0.7 (1.2 ) Pension benefit cost — multi-employer plans 6.3 7.1 12.0 — — — Total benefit (income) cost $ (16.4 ) $ (49.0 ) $ (0.9 ) $ (1.3 ) $ 0.7 $ (1.2 ) |
Schedule of Other Changes in Plan Assets and Benefit Obligations | Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were: Pension Benefits Other Benefits 2019 2018 2019 2018 Net actuarial gain (loss) $ (72.1 ) $ 120.0 $ 25.1 $ 16.8 Amendments (1.4 ) (0.6 ) 0.8 17.2 Amortization of prior service cost (benefit) 3.1 2.9 (2.2 ) (3.4 ) Settlement and curtailment loss (gain) — 2.0 (1.6 ) — Recognized net actuarial loss (gain) 5.1 3.4 (1.4 ) — Net amount recognized $ (65.3 ) $ 127.7 $ 20.7 $ 30.6 |
Weighted Average Actuarial Assumption Used to Determine Net Expense | Weighted-Average Actuarial Assumptions Used to Determine Net Expense Pension Benefits Other Benefits 2019 2018 2017 2019 2018 2017 Discount rate 4.15 % 3.90 % 3.83 % 3.81 % 3.33 % 3.18 % Long-term rate of return on plan assets 5.17 % 7.50 % 7.50 % N/A N/A N/A Long-term rate of compensation increase 3.63 % 3.63 % 3.66 % N/A N/A N/A |
Schedule of Pension Plan Weighted-Average Asset Allocations and Target Asset Allocations | Our pension plan weighted-average asset allocations by asset category were as follows: May 26, 2019 May 27, 2018 Equity securities 7 % 21 % Debt securities 85 % 58 % Real estate funds 1 % 10 % Multi-strategy hedge funds — % 4 % Private equity 3 % 4 % Other 4 % 3 % Total 100 % 100 % The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 20, as of May 26, 2019 , was as follows: Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 0.7 $ 77.7 $ — $ 78.4 Equity securities: U.S. equity securities 56.3 91.8 — 148.1 International equity securities 87.8 0.4 — 88.2 Fixed income securities: Government bonds — 748.3 — 748.3 Corporate bonds — 2,255.5 — 2,255.5 Mortgage-backed bonds — 31.1 — 31.1 Real estate funds 0.4 — — 0.4 Net receivables for unsettled transactions 5.6 — — 5.6 Fair value measurement of pension plan assets in the fair value hierarchy $ 150.8 $ 3,204.8 $ — $ 3,355.6 Investments measured at net asset value 245.9 Total pension plan assets $ 3,601.5 The fair value of plan assets, summarized by level within the fair value hierarchy described in Note 20, as of May 27, 2018 , was as follows: Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 1.0 $ 65.0 $ — $ 66.0 Equity securities: U.S. equity securities 319.8 124.0 — 443.8 International equity securities 256.5 1.0 — 257.5 Fixed income securities: Government bonds — 1,854.8 — 1,854.8 Corporate bonds — 4.7 — 4.7 Mortgage-backed bonds — 9.3 — 9.3 Real estate funds 7.7 — — 7.7 Master limited partnerships 0.4 — — 0.4 Net receivables for unsettled transactions 10.9 — — 10.9 Fair value measurement of pension plan assets in the fair value hierarchy $ 596.3 $ 2,058.8 $ — $ 2,655.1 Investments measured at net asset value 700.0 Total pension plan assets $ 3,355.1 |
Schedule of Assumed Health Care Cost Trend Rates | 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, 2019 May 27, 2018 Initial health care cost trend rate 7.20 % 7.87 % Ultimate health care cost trend rate 4.5 % 4.5 % Year that the rate reaches the ultimate trend rate 2024 2024 |
Schedule of Estimated Future Gross Benefit Payments | The following table presents estimated future gross benefit payments for our plans: Pension Benefits Health Care and Life Insurance Benefits 2020 $ 200.7 $ 10.9 2021 201.3 10.1 2022 203.9 9.3 2023 207.1 8.5 2024 210.0 7.8 Succeeding 5 years 1,074.8 30.2 |
Schedule of Contributions for Plans That Are Not Individually Significant | For plans that are not individually significant to Conagra Brands the total amount of contributions is presented in the aggregate. Pension Protection Act Zone Status FIP / Contributions by the Company (millions) Expiration Dates of Collective Bargaining Agreements Pension Fund EIN / PN 2018 2017 FY19 FY18 FY17 Surcharge Imposed Bakery and Confectionary Union and Industry International Pension Plan 52-6118572 Red, Critical and Declining Red, Critical and Declining RP Implemented $ 0.1 $ 1.5 $1.8 No 2/29/2020 Central States, Southeast and Southwest Areas Pension Fund 36-6044243 Red, Critical and Declining Red RP Implemented 1.8 1.8 1.8 No 5/31/2020 Western Conference of Teamsters Pension Plan 91-6145047 Green Green N/A 3.2 2.8 4.0 No 06/30/2021 Other Plans 0.9 0.4 0.4 Total Contributions $ 6.0 $6.5 $8.0 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
May 26, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value | 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, 2019 : Level 1 Level 2 Level 3 Total Assets: Derivative assets $ 3.0 $ 2.9 $ — $ 5.9 Marketable securities 15.7 — — 15.7 Deferred compensation assets 10.7 — — 10.7 Total assets $ 29.4 $ 2.9 $ — $ 32.3 Liabilities: Derivative liabilities $ — $ 1.4 $ — $ 1.4 Deferred compensation liabilities 70.4 — — 70.4 Total liabilities $ 70.4 $ 1.4 $ — $ 71.8 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 27, 2018 : Level 1 Level 2 Level 3 Total Assets: Derivative assets $ 1.7 $ 2.7 $ — $ 4.4 Marketable securities 4.8 — — 4.8 Total assets $ 6.5 $ 2.7 $ — $ 9.2 Liabilities: Derivative liabilities $ — $ 0.1 $ — $ 0.1 Deferred compensation liabilities 51.6 — — 51.6 Total liabilities $ 51.6 $ 0.1 $ — $ 51.7 |
BUSINESS SEGMENTS AND RELATED_2
BUSINESS SEGMENTS AND RELATED INFORMATION (Tables) | 12 Months Ended |
May 26, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Operations | 2019 2018 2017 Net sales Grocery & Snacks $ 3,279.2 $ 3,287.0 $ 3,208.8 Refrigerated & Frozen 2,804.0 2,753.0 2,652.7 International 793.4 843.5 816.0 Foodservice 934.2 1,054.8 1,078.3 Pinnacle Foods 1,727.6 — — Commercial — — 71.1 Total net sales $ 9,538.4 $ 7,938.3 $ 7,826.9 Operating profit Grocery & Snacks $ 689.2 $ 724.8 $ 655.4 Refrigerated & Frozen 502.2 479.4 445.8 International 94.5 86.5 (168.9 ) Foodservice 117.7 121.8 105.1 Pinnacle Foods 238.2 — — Commercial — — 202.6 Total operating profit $ 1,641.8 $ 1,412.5 $ 1,240.0 Equity method investment earnings 75.8 97.3 71.2 General corporate expenses 462.2 459.4 370.2 Pension and postretirement non-service income 35.1 80.4 55.2 Interest expense, net 391.4 158.7 195.5 Income tax expense 218.8 174.6 254.7 Income from continuing operations $ 680.3 $ 797.5 $ 546.0 Less: Net income attributable to noncontrolling interests of continuing operations 0.1 3.4 1.9 Income from continuing operations attributable to Conagra Brands, Inc. $ 680.2 $ 794.1 $ 544.1 |
Schedule of Net Sales by Product Type | The following table presents further disaggregation of our net sales: 2019 2018 2017 Snacks $ 1,363.4 $ 1,199.0 $ 1,046.7 Other shelf-stable 2,567.1 2,088.0 2,162.1 Frozen 2,968.4 2,014.8 1,886.1 Refrigerated 788.0 738.2 766.5 International 846.2 843.5 816.0 Foodservice 1,005.3 1,054.8 1,078.4 Commercial — — 71.1 Total net sales $ 9,538.4 $ 7,938.3 $ 7,826.9 |
Schedule of Net Derivative Gains (Losses) from Economic Hedges | 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: 2019 2018 2017 Net derivative gains (losses) incurred $ (3.6 ) $ (0.9 ) $ 0.6 Less: Net derivative gains (losses) allocated to reporting segments (1.8 ) (7.1 ) 5.7 Net derivative gains (losses) recognized in general corporate expenses $ (1.8 ) $ 6.2 $ (5.1 ) Net derivative gains (losses) allocated to Grocery & Snacks $ (2.1 ) $ 0.2 $ 3.4 Net derivative gains (losses) allocated to Refrigerated & Frozen (1.1 ) (0.3 ) 0.8 Net derivative gains (losses) allocated to International 2.8 (6.9 ) 1.6 Net derivative losses allocated to Foodservice (0.6 ) (0.1 ) — Net derivative losses allocated to Pinnacle Foods (0.8 ) — — Net derivative losses allocated to Commercial — — (0.1 ) Net derivative gains (losses) included in segment operating profit $ (1.8 ) $ (7.1 ) $ 5.7 |
QUARTERLY FINANCIAL DATA (Una_2
QUARTERLY FINANCIAL DATA (Unaudited) (Tables) | 12 Months Ended |
May 26, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | 2019 2018 First Quarter Second Quarter Third Quarter Fourth Quarter First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 1,834.4 $ 2,383.7 $ 2,707.1 $ 2,613.2 $ 1,804.2 $ 2,173.4 $ 1,994.5 $ 1,966.2 Gross profit 515.5 677.2 752.3 708.0 519.0 658.3 598.8 575.4 Income from continuing operations, net of tax 178.2 134.3 242.6 125.2 153.6 224.1 349.2 70.6 Income (loss) from discontinued operations, net of tax — (1.9 ) — — (0.3 ) 0.4 14.5 (0.3 ) Net income attributable to Conagra Brands, Inc. 178.2 131.6 242.0 126.5 152.5 223.5 362.8 69.6 Earnings per share (1) : Basic earnings per share: Net income attributable to Conagra Brands, Inc. common stockholders $ 0.45 $ 0.31 $ 0.50 $ 0.26 $ 0.37 $ 0.55 $ 0.91 $ 0.18 Diluted earnings per share: Net income attributable to Conagra Brands, Inc. common stockholders $ 0.45 $ 0.31 $ 0.50 $ 0.26 $ 0.36 $ 0.54 $ 0.90 $ 0.18 Dividends declared per common share $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 $ 0.2125 Share price: High $ 38.94 $ 38.25 $ 32.60 $ 31.28 $ 39.95 $ 35.87 $ 38.50 $ 38.29 Low 34.64 32.42 20.85 22.37 33.07 32.43 35.47 35.34 (1) Basic and diluted earnings per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly earnings per share amounts may not agree with the total year. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Consolidation (Narrative) (Details) | Nov. 09, 2016 |
Lamb Weston | Spinoff | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Distribution of interest in Lamb Weston (as a percent) | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Balances of Allowance for Doubtful Accounts and Changes Therein (Details) - Allowance for doubtful receivables - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Period | $ 1.7 | $ 2.9 | $ 3 |
Additions Charged to Costs and Expenses | 0.6 | 0.8 | 1 |
Other | 1.6 | 0 | 0 |
Deductions from Reserves | 0.6 | 2 | 1.1 |
Balance at Close of Period | $ 3.3 | $ 1.7 | $ 2.9 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
May 26, 2019 | |
Land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Furniture, fixtures, office equipment and other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture, fixtures, office equipment and other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Accounting Policies [Abstract] | |||
Advertising and promotion expenses | $ 253.4 | $ 278.6 | $ 328.3 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Research and Development (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Accounting Policies [Abstract] | |||
Incurred expenses for research and development activities | $ 56.1 | $ 47.3 | $ 44.6 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Accumulated Balances for Each Component of Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 26, 2019 | May 27, 2018 | May 28, 2017 | May 29, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | $ 7,463.7 | $ 3,756.6 | $ 4,077.8 | $ 3,794.8 |
Unrealized gains on available-for-sale securities reclassified to retained earnings | 0 | 0.8 | 0.3 | |
Currency translation losses, net of reclassification adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | (90.9) | (94.7) | (98.6) | |
Derivative adjustments, net of reclassification adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | 34 | 1 | (1.1) | |
Unrealized gains (losses) on available-for-sale securities | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | 0 | 0.6 | (0.3) | |
Pension and post-employment benefit obligations, net of reclassification adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | (53.4) | (17.4) | (112.9) | |
Accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | (110.3) | (110.5) | (212.9) | (344.5) |
Unrealized gains on available-for-sale securities reclassified to retained earnings | 0.8 | 0.3 | ||
Retained Earnings | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | 5,047.9 | 4,744.9 | $ 4,247 | $ 3,218.3 |
ASU 2016-01 | Accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrealized gains on available-for-sale securities reclassified to retained earnings | (0.6) | |||
ASU 2016-01 | Retained Earnings | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrealized gains on available-for-sale securities reclassified to retained earnings | $ 0.6 | |||
ASU 2018-02 | Accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stranded tax effects from change in tax rate | (17.4) | |||
ASU 2018-02 | Retained Earnings | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stranded tax effects from change in tax rate | $ 17.4 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reclassifications from Accumulated Other Comprehensive Loss into Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
May 26, 2019 | Feb. 24, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | May 27, 2018 | Feb. 25, 2018 | Nov. 26, 2017 | Aug. 27, 2017 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Interest expense, net | $ (391.4) | $ (158.7) | $ (195.5) | ||||||||
Pension and postretirement non-service income | (35.1) | (80.4) | (55.2) | ||||||||
Selling, general and administrative expenses | 1,473.4 | 1,398.4 | 1,474 | ||||||||
Total before tax | 899.1 | 972.1 | 800.7 | ||||||||
Income tax expense | (218.8) | (174.6) | (254.7) | ||||||||
Net income attributable to Conagra Brands, Inc. | $ 126.5 | $ 242 | $ 131.6 | $ 178.2 | $ 69.6 | $ 362.8 | $ 223.5 | $ 152.5 | 678.3 | 808.4 | 639.3 |
Reclassification out of Accumulated Other Comprehensive Income | Cash flow hedges | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Interest expense, net | (1.9) | 0.1 | (0.2) | ||||||||
Total before tax | (1.9) | 0.1 | (0.2) | ||||||||
Income tax expense | 0.5 | 0 | 0.1 | ||||||||
Net income attributable to Conagra Brands, Inc. | (1.4) | 0.1 | (0.1) | ||||||||
Reclassification out of Accumulated Other Comprehensive Income | Net prior service cost (benefit) | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Pension and postretirement non-service income | 0.9 | (0.4) | (3.9) | ||||||||
Reclassification out of Accumulated Other Comprehensive Income | Net actuarial loss (gain) | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Pension and postretirement non-service income | (1.4) | 0 | 0.5 | ||||||||
Reclassification out of Accumulated Other Comprehensive Income | Amortization of pension and postretirement healthcare liabilities: | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Total before tax | (1.5) | 0.9 | 10.4 | ||||||||
Income tax expense | 0.4 | (0.2) | (4) | ||||||||
Net income attributable to Conagra Brands, Inc. | (1.1) | 0.7 | 6.4 | ||||||||
Reclassification out of Accumulated Other Comprehensive Income | Currency translation losses | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Selling, general and administrative expenses | 10.4 | 0 | 0 | ||||||||
Total before tax | 10.4 | 0 | 0 | ||||||||
Income tax expense | 0 | 0 | 0 | ||||||||
Net income attributable to Conagra Brands, Inc. | 10.4 | 0 | 0 | ||||||||
Pension Benefits | Reclassification out of Accumulated Other Comprehensive Income | Pension and Postretirement healthcare settlement | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Pension and postretirement non-service income | 0 | 1.3 | 13.8 | ||||||||
Postretirement Healthcare | Reclassification out of Accumulated Other Comprehensive Income | Pension and Postretirement healthcare settlement | |||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||||
Pension and postretirement non-service income | $ (1) | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transaction Gains and Losses (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Accounting Policies [Abstract] | |||
Net foreign currency transaction losses from continuing operations | $ 2.3 | $ 1.4 | $ 1.5 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect of New Accounting Pronouncement on Financial Statements (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
May 26, 2019 | Feb. 24, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | May 27, 2018 | Feb. 25, 2018 | Nov. 26, 2017 | Aug. 27, 2017 | May 26, 2019 | May 27, 2018 | May 28, 2017 | May 28, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Receivables, less allowance for doubtful accounts | $ 831.7 | $ 569.4 | $ 831.7 | $ 569.4 | ||||||||
Inventories | 1,571.7 | 988.7 | 1,571.7 | 988.7 | ||||||||
Prepaid expenses and other current assets | 93.8 | 184.9 | 93.8 | 184.9 | ||||||||
Other accrued liabilities | 691.6 | 671 | 691.6 | 671 | ||||||||
Other noncurrent liabilities | 1,951.8 | 1,060.8 | 1,951.8 | 1,060.8 | ||||||||
Net sales | 2,613.2 | $ 2,707.1 | $ 2,383.7 | $ 1,834.4 | $ 1,966.2 | $ 1,994.5 | $ 2,173.4 | $ 1,804.2 | 9,538.4 | 7,938.3 | $ 7,826.9 | |
Cost of goods sold | (6,885.4) | (5,586.8) | (5,483.1) | |||||||||
Income from continuing operations before income taxes and equity method investment earnings | 823.3 | 874.8 | 729.5 | |||||||||
Reclassified from Selling, general and administrative expense | (1,473.4) | (1,398.4) | (1,474) | |||||||||
Reclassified to Pension and postretirement non-service income | (35.1) | (80.4) | (55.2) | |||||||||
ASU 2017-07 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Cost of goods sold | 0 | 1.7 | ||||||||||
Reclassified from Selling, general and administrative expense | 80.4 | 53.5 | ||||||||||
Reclassified to Pension and postretirement non-service income | $ 80.4 | $ 55.2 | ||||||||||
Adjustments | ASU 2014-09 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Receivables, less allowance for doubtful accounts | 8.7 | 8.7 | $ (7.6) | |||||||||
Inventories | (3.1) | (3.1) | 2.8 | |||||||||
Prepaid expenses and other current assets | (16.6) | (16.6) | 6.9 | |||||||||
Other accrued liabilities | (1.1) | (1.1) | 1.4 | |||||||||
Other noncurrent liabilities | (2.5) | (2.5) | $ 0.2 | |||||||||
Net sales | 15.5 | |||||||||||
Cost of goods sold | (24.5) | |||||||||||
Income from continuing operations before income taxes and equity method investment earnings | (9) | |||||||||||
Balances without Adoption of Topic 606 | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Receivables, less allowance for doubtful accounts | 840.4 | 840.4 | ||||||||||
Inventories | 1,568.6 | 1,568.6 | ||||||||||
Prepaid expenses and other current assets | 77.2 | 77.2 | ||||||||||
Other accrued liabilities | 690.5 | 690.5 | ||||||||||
Other noncurrent liabilities | $ 1,949.3 | 1,949.3 | ||||||||||
Net sales | 9,553.9 | |||||||||||
Cost of goods sold | (6,909.9) | |||||||||||
Income from continuing operations before income taxes and equity method investment earnings | $ 814.3 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounting Changes (Narrative) (Details) - USD ($) $ in Millions | May 26, 2019 | May 28, 2018 | May 27, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Receivables, less allowance for doubtful accounts | $ (831.7) | $ (569.4) | |
Inventories | 1,571.7 | 988.7 | |
Prepaid expenses and other current assets | 93.8 | 184.9 | |
Other accrued liabilities | 691.6 | 671 | |
Other noncurrent liabilities | 1,951.8 | $ 1,060.8 | |
ASU 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of adoption of ASU | $ 0.5 | ||
Retained earnings | ASU 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of adoption of ASU | 0.5 | ||
Adjustments | ASU 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Receivables, less allowance for doubtful accounts | (8.7) | 7.6 | |
Inventories | (3.1) | 2.8 | |
Prepaid expenses and other current assets | (16.6) | 6.9 | |
Other accrued liabilities | (1.1) | 1.4 | |
Other noncurrent liabilities | $ (2.5) | 0.2 | |
Adjustments | Retained earnings | ASU 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of adoption of ASU | $ 0.5 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 26, 2018 | Feb. 28, 2018 | Oct. 31, 2017 | Apr. 30, 2017 | Sep. 30, 2016 | Nov. 25, 2018 | May 26, 2019 | May 27, 2018 | May 28, 2017 |
Business Acquisition [Line Items] | |||||||||
Cash payment for acquisition, net of cash acquired | $ 5,119.2 | $ 337.1 | $ 325.7 | ||||||
Aggregate principal amount issued | 10,722 | 3,526.4 | |||||||
Issuance of Conagra Brands, Inc. common shares, net | 555.7 | 0 | 0 | ||||||
Increase to goodwill | 1.5 | (1.5) | |||||||
Net sales | 319.1 | 214.3 | 36.5 | ||||||
Non-recurring expense related to inventory fair value adjustments | 53 | ||||||||
Classified as goodwill | 11,499.6 | 4,487.4 | $ 4,280.8 | ||||||
Pinnacle Foods Inc. (Pinnacle) | |||||||||
Business Acquisition [Line Items] | |||||||||
Amount of cash each share of common stock acquired is convertible into (usd per share) | $ 43.11 | ||||||||
Number of shares of stock each share of common stock acquired is convertible into (shares) | 0.6494 | ||||||||
Par value of shares into which each common stock acquired is convertible into (usd per share) | $ 5 | ||||||||
Consideration paid in connection with acquisition | $ 8,030 | ||||||||
Cash payments made in connection with acquisition | 5,170 | ||||||||
Cash payment for acquisition, net of cash acquired | 5,120 | ||||||||
Company shares issues out of treasury (shares) | 77,500,000 | ||||||||
Value of company shares issued out of treasury in connection with acquisition | 2,820 | ||||||||
Replacement awards to be issued to former employees of acquired entity | 51.1 | ||||||||
Issuance of Conagra Brands, Inc. common shares, net | $ 555.7 | ||||||||
Increase to goodwill | 353.9 | ||||||||
Reduction in value of brands, trademarks and other intangibles | 355.6 | ||||||||
Reduction in property, plant and equipment | 20.8 | ||||||||
Reduction in deferred tax liabilities | 32.3 | ||||||||
Goodwill deductible for income tax purposes | 236.7 | ||||||||
Classified as amortizing intangible asset | $ 668.7 | ||||||||
Weighted average useful life | 25 years | ||||||||
Net sales | 1,730 | ||||||||
Operating profit | 238.2 | ||||||||
Acquisition-related costs | 66.8 | 62.7 | |||||||
Non-recurring expense related to inventory fair value adjustments | $ 54.1 | ||||||||
Non-recurring expense related to securing bridge financing | $ 45.7 | ||||||||
Classified as goodwill | $ 7,015.9 | ||||||||
Sandwich Bros. of Wisconsin | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment for acquisition, net of cash acquired | $ 87.3 | ||||||||
Classified as amortizing intangible asset | 7.1 | ||||||||
Classified as goodwill | 57.8 | ||||||||
Classified as non-amortizing intangible assets | $ 9.7 | ||||||||
Angie's Artisan Treats, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment for acquisition, net of cash acquired | $ 249.8 | ||||||||
Goodwill deductible for income tax purposes | 95.4 | ||||||||
Classified as amortizing intangible asset | 10.3 | ||||||||
Classified as goodwill | 156.7 | ||||||||
Classified as non-amortizing intangible assets | $ 73.8 | ||||||||
Thanasi Foods, LLC and BIGS LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment for acquisition, net of cash acquired | $ 217.6 | ||||||||
Goodwill deductible for income tax purposes | 70.5 | ||||||||
Classified as amortizing intangible asset | 16.1 | ||||||||
Classified as goodwill | 133.3 | ||||||||
Classified as non-amortizing intangible assets | $ 65.1 | ||||||||
Frontera Foods, Inc. and Red Fork LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment for acquisition, net of cash acquired | $ 108.1 | ||||||||
Classified as amortizing intangible asset | 7.2 | ||||||||
Classified as goodwill | 39.5 | ||||||||
Classified as non-amortizing intangible assets | $ 59.5 | ||||||||
Underwritten Public Offering | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate principal amount issued | 8,330 | ||||||||
Cash proceeds received from issuance of common stock | 575 | ||||||||
Issuance of Conagra Brands, Inc. common shares, net | $ 555.7 |
ACQUISITIONS - Schedule of Reco
ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | May 26, 2019 | Oct. 26, 2018 | May 27, 2018 | May 28, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 11,499.6 | $ 4,487.4 | $ 4,280.8 | |
Pinnacle Foods Inc. (Pinnacle) | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 47.2 | |||
Receivables | 202.8 | |||
Inventories | 653.7 | |||
Prepaid expenses and other current assets | 14.9 | |||
Property, plant and equipment | 721.2 | |||
Goodwill | 7,015.9 | |||
Brands, trademarks and other intangibles | 3,519.5 | |||
Other assets | 24.3 | |||
Current liabilities | (605.5) | |||
Senior long-term debt, excluding current installments | (2,671.3) | |||
Noncurrent deferred tax liabilities | (814.1) | |||
Other noncurrent liabilities | (74.6) | |||
Total assets acquired and liabilities assumed | $ 8,034 |
ACQUISITIONS - Unaudited Pro Fo
ACQUISITIONS - Unaudited Pro Forma Information (Details) - Pinnacle Foods Inc. (Pinnacle) - USD ($) $ in Millions | 12 Months Ended | |
May 26, 2019 | May 27, 2018 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro forma net sales | $ 10,788.1 | $ 11,034.2 |
Pro forma net income from continuing operations attributable to Conagra Brands, Inc. | $ 803.8 | $ 1,089.7 |
RESTRUCTURING ACTIVITIES - Narr
RESTRUCTURING ACTIVITIES - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
May 26, 2019 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Pinnacle Integration Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expected to be incurred | $ 360 | $ 360 | ||
Cash charges | 285 | 285 | ||
Non-cash charges | 75 | 75 | ||
Capital expenditures expected to be incurred | 85 | 85 | ||
Charges incurred or expected to be incurred | 260.1 | 260.1 | ||
Charges that have resulted or will result in cash outflows | 254 | 163.5 | ||
Non-cash charges anticipated to be recognized | 6.1 | $ 4.7 | ||
Period over which costs are expected to be incurred | 3 years | |||
Restructuring and related cost, incurred cost | $ 168.2 | |||
Conagra Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cash charges | 2.4 | 2.4 | ||
Non-cash charges | 1.9 | 1.9 | ||
Charges incurred or expected to be incurred | 4.3 | 4.3 | ||
Charges that have resulted or will result in cash outflows | 1.4 | |||
Non-cash charges anticipated to be recognized | 0.8 | |||
Restructuring and related cost, incurred cost | 2.2 | |||
SCAE Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cash charges | 321 | 321 | ||
Non-cash charges | 150 | 150 | ||
Charges incurred or expected to be incurred | 471 | 471 | ||
Restructuring and related cost, incurred cost | 9.6 | $ 38 | $ 63.6 | |
Cumulative pre-tax expenses recognized | 469.9 | 469.9 | ||
Cash charges excluded from cumulative pre-tax expenses | 319.9 | 319.9 | ||
Non-cash charges excluded from cumulative pre-tax expenses | 150 | 150 | ||
Cost of goods sold | Pinnacle Integration Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges incurred or expected to be incurred | 5.7 | 5.7 | ||
Restructuring and related cost, incurred cost | 3.7 | |||
Cost of goods sold | SCAE Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cumulative pre-tax expenses recognized | 103.3 | 103.3 | ||
Selling, general and administrative expense | Pinnacle Integration Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges incurred or expected to be incurred | 254.4 | 254.4 | ||
Restructuring and related cost, incurred cost | 164.5 | |||
Selling, general and administrative expense | SCAE Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cumulative pre-tax expenses recognized | 364.3 | 364.3 | ||
Pension and postretirement non-service income | SCAE Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cumulative pre-tax expenses recognized | $ 2.3 | $ 2.3 |
RESTRUCTURING ACTIVITIES - Sche
RESTRUCTURING ACTIVITIES - Schedule of Pre-Tax Expenses in Association with the SCAE Plan (Details) - Pinnacle Integration Restructuring Plan $ in Millions | 12 Months Ended |
May 26, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | $ 260.1 |
Pre-tax expenses recognized | 168.2 |
Other cost of goods sold | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 5.7 |
Pre-tax expenses recognized | 3.7 |
Total cost of goods sold | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 5.7 |
Pre-tax expenses recognized | 3.7 |
Severance and related costs, net | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 118.1 |
Pre-tax expenses recognized | 112.1 |
Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 6.1 |
Pre-tax expenses recognized | 4.7 |
Contract/lease cancellation expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 20.6 |
Pre-tax expenses recognized | 1.1 |
Consulting/professional fees | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 96.3 |
Pre-tax expenses recognized | 38.3 |
Other selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 13.3 |
Pre-tax expenses recognized | 8.3 |
Total selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 254.4 |
Pre-tax expenses recognized | 164.5 |
Reporting segments | International | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 1 |
Pre-tax expenses recognized | 1 |
Reporting segments | International | Other cost of goods sold | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0 |
Pre-tax expenses recognized | 0 |
Reporting segments | International | Total cost of goods sold | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0 |
Pre-tax expenses recognized | 0 |
Reporting segments | International | Severance and related costs, net | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0.7 |
Pre-tax expenses recognized | 0.7 |
Reporting segments | International | Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0 |
Pre-tax expenses recognized | 0 |
Reporting segments | International | Contract/lease cancellation expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0 |
Pre-tax expenses recognized | 0 |
Reporting segments | International | Consulting/professional fees | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0.2 |
Pre-tax expenses recognized | 0.2 |
Reporting segments | International | Other selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0.1 |
Pre-tax expenses recognized | 0.1 |
Reporting segments | International | Total selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 1 |
Pre-tax expenses recognized | 1 |
Reporting segments | Pinnacle Foods | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 7.1 |
Pre-tax expenses recognized | 5.1 |
Reporting segments | Pinnacle Foods | Other cost of goods sold | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 5.7 |
Pre-tax expenses recognized | 3.7 |
Reporting segments | Pinnacle Foods | Total cost of goods sold | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 5.7 |
Pre-tax expenses recognized | 3.7 |
Reporting segments | Pinnacle Foods | Severance and related costs, net | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0.6 |
Pre-tax expenses recognized | 0.6 |
Reporting segments | Pinnacle Foods | Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0 |
Pre-tax expenses recognized | 0 |
Reporting segments | Pinnacle Foods | Contract/lease cancellation expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0.8 |
Pre-tax expenses recognized | 0.8 |
Reporting segments | Pinnacle Foods | Consulting/professional fees | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0 |
Pre-tax expenses recognized | 0 |
Reporting segments | Pinnacle Foods | Other selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0 |
Pre-tax expenses recognized | 0 |
Reporting segments | Pinnacle Foods | Total selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 1.4 |
Pre-tax expenses recognized | 1.4 |
Corporate | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 252 |
Pre-tax expenses recognized | 162.1 |
Corporate | Other cost of goods sold | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0 |
Pre-tax expenses recognized | 0 |
Corporate | Total cost of goods sold | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 0 |
Pre-tax expenses recognized | 0 |
Corporate | Severance and related costs, net | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 116.8 |
Pre-tax expenses recognized | 110.8 |
Corporate | Accelerated depreciation | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 6.1 |
Pre-tax expenses recognized | 4.7 |
Corporate | Contract/lease cancellation expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 19.8 |
Pre-tax expenses recognized | 0.3 |
Corporate | Consulting/professional fees | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 96.1 |
Pre-tax expenses recognized | 38.1 |
Corporate | Other selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 13.2 |
Pre-tax expenses recognized | 8.2 |
Corporate | Total selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Pre-tax expenses anticipated to be recognized | 252 |
Pre-tax expenses recognized | $ 162.1 |
RESTRUCTURING ACTIVITIES - Sc_2
RESTRUCTURING ACTIVITIES - Schedule of Liabilities Recorded for the SCAE Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
May 26, 2019 | May 27, 2018 | |
Restructuring Reserve | ||
Costs Incurred and Charged to Expense | $ 48.2 | |
Pinnacle Integration Restructuring Plan | ||
Restructuring Reserve | ||
Beginning balance | $ 0 | |
Costs Incurred and Charged to Expense | 172.6 | |
Costs Paid or Otherwise Settled | (66) | |
Changes in Estimates | (9.1) | |
Ending balance | 97.5 | 0 |
Pinnacle Integration Restructuring Plan | Severance and related costs | ||
Restructuring Reserve | ||
Beginning balance | 0 | |
Costs Incurred and Charged to Expense | 121.2 | |
Costs Paid or Otherwise Settled | (35.2) | |
Changes in Estimates | (9.1) | |
Ending balance | 76.9 | 0 |
Pinnacle Integration Restructuring Plan | Contract/lease cancellation | ||
Restructuring Reserve | ||
Beginning balance | 0 | |
Costs Incurred and Charged to Expense | 1.1 | |
Costs Paid or Otherwise Settled | (0.1) | |
Changes in Estimates | 0 | |
Ending balance | 1 | 0 |
Pinnacle Integration Restructuring Plan | Consulting/professional fees | ||
Restructuring Reserve | ||
Beginning balance | 0 | |
Costs Incurred and Charged to Expense | 38.3 | |
Costs Paid or Otherwise Settled | (19.9) | |
Changes in Estimates | 0 | |
Ending balance | 18.4 | 0 |
Pinnacle Integration Restructuring Plan | Other costs | ||
Restructuring Reserve | ||
Beginning balance | 0 | |
Costs Incurred and Charged to Expense | 12 | |
Costs Paid or Otherwise Settled | (10.8) | |
Changes in Estimates | 0 | |
Ending balance | $ 1.2 | $ 0 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 25, 2018 | May 26, 2019 | May 27, 2018 | |
Debt Instrument [Line Items] | |||
Total face value of debt | $ 10,722,000,000 | $ 3,526,400,000 | |
Unamortized fair value adjustment | 24,500,000 | 27,600,000 | |
Unamortized discounts | (19,000,000) | (5,800,000) | |
Unamortized debt issuance costs | (52,100,000) | (11,300,000) | |
Adjustment due to hedging activity | 900,000 | 1,600,000 | |
Less current installments | (20,600,000) | (307,000,000) | |
Total long-term debt | $ 10,655,700,000 | 3,231,500,000 | |
Senior debt | 5.4% senior debt due November 2048 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5.40% | 5.40% | |
Total face value of debt | $ 1,000,000,000 | $ 1,000,000,000 | 0 |
Senior debt | 4.65% senior debt due January 2043 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.65% | ||
Total face value of debt | $ 176,700,000 | 176,700,000 | |
Senior debt | 6.625% senior debt due August 2039 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 6.625% | ||
Total face value of debt | $ 91,400,000 | 91,400,000 | |
Senior debt | 5.3% senior debt due November 2038 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 5.30% | 5.30% | |
Total face value of debt | $ 1,000,000,000 | $ 1,000,000,000 | 0 |
Senior debt | 8.25% senior debt due September 2030 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 8.25% | ||
Total face value of debt | $ 300,000,000 | 300,000,000 | |
Senior debt | 4.85% senior debt due November 2028 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.85% | 4.85% | |
Total face value of debt | $ 1,300,000,000 | $ 1,300,000,000 | 0 |
Senior debt | 7.0% senior debt due October 2028 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 7.00% | ||
Total face value of debt | $ 382,200,000 | 382,200,000 | |
Senior debt | 6.7% senior debt due August 2027 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 6.70% | ||
Total face value of debt | $ 9,200,000 | 9,200,000 | |
Senior debt | 7.125% senior debt due October 2026 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 7.125% | ||
Total face value of debt | $ 262,500,000 | 262,500,000 | |
Senior debt | 4.6% senior debt due November 2025 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.60% | 4.60% | |
Total face value of debt | $ 1,000,000,000 | $ 1,000,000,000 | 0 |
Senior debt | 4.3% senior debt due May 2024 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.30% | 4.30% | |
Total face value of debt | $ 1,000,000,000 | $ 1,000,000,000 | 0 |
Senior debt | 3.2% senior debt due January 2023 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.20% | ||
Total face value of debt | $ 837,000,000 | 837,000,000 | |
Senior debt | 3.25% senior debt due September 2022 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.25% | ||
Total face value of debt | $ 250,000,000 | 250,000,000 | |
Senior debt | 3.8% senior debt due October 2021 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 3.80% | 3.80% | |
Total face value of debt | $ 1,200,000,000 | $ 1,200,000,000 | 0 |
Senior debt | 4.95% senior debt due August 2020 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 4.95% | ||
Total face value of debt | $ 126,600,000 | 126,600,000 | |
Senior debt | LIBOR | LIBOR plus 0.75% senior debt due October 2020 | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percent) | 0.75% | 0.75% | |
Total face value of debt | $ 525,000,000 | $ 525,000,000 | 0 |
Senior debt | LIBOR | LIBOR plus 0.50% senior debt due October 2020 | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percent) | 0.50% | ||
Total face value of debt | $ 500,000,000 | 500,000,000 | |
Term loan | LIBOR | LIBOR plus 1.50% term loan due October 2023 | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percent) | 1.50% | ||
Total face value of debt | $ 200,000,000 | 0 | |
Term loan | LIBOR | LIBOR plus 1.375% term loan due October 2021 | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percent) | 1.375% | ||
Total face value of debt | $ 200,000,000 | 0 | |
Term loan | LIBOR | LIBOR plus 0.75% term loan due February 2019 | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percent) | 0.75% | ||
Total face value of debt | $ 0 | 300,000,000 | |
Subordinated debt | 9.75% subordinated debt due March 2021 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 9.75% | ||
Total face value of debt | $ 195,900,000 | 195,900,000 | |
Lease financing obligations | 2.00% to 9.59% lease financing obligations due on various dates through 2033 | |||
Debt Instrument [Line Items] | |||
Total face value of debt | $ 165,400,000 | 94,700,000 | |
Lease financing obligations | 2.00% to 9.59% lease financing obligations due on various dates through 2033 | Minimum | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 2.00% | ||
Lease financing obligations | 2.00% to 9.59% lease financing obligations due on various dates through 2033 | Maximum | |||
Debt Instrument [Line Items] | |||
Stated interest rate (percent) | 9.59% | ||
Other indebtedness | Other indebtedness | |||
Debt Instrument [Line Items] | |||
Total face value of debt | $ 100,000 | $ 200,000 |
LONG-TERM DEBT - Schedule of Ag
LONG-TERM DEBT - Schedule of Aggregate Minimum Principal Maturities of Long-Term Debt (Details) $ in Millions | May 26, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 20.6 |
2021 | 1,368.2 |
2022 | 1,420.4 |
2023 | 1,103.4 |
2024 | $ 1,213 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | Nov. 09, 2016USD ($) | Nov. 01, 2016USD ($) | Jul. 19, 2019USD ($) | Nov. 25, 2018USD ($)tranche | May 27, 2018USD ($) | Feb. 25, 2018USD ($) | Nov. 26, 2017USD ($) | Feb. 26, 2017USD ($) | Aug. 28, 2016USD ($) | May 26, 2019USD ($) | May 27, 2018USD ($) | May 28, 2017USD ($) | Nov. 27, 2022 | Aug. 26, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 3,526,400,000 | $ 10,722,000,000 | $ 3,526,400,000 | |||||||||||
Repayments of long-term debt | 3,972,700,000 | 242,300,000 | $ 1,064,500,000 | |||||||||||
Proceeds from the termination of interest rate swaps | (47,500,000) | 0 | 0 | |||||||||||
Repayment of remaining capital lease liability balance | $ 28,500,000 | |||||||||||||
Net loss on early retirement of debt | $ 5,500,000 | 0 | 93,300,000 | |||||||||||
Required ratio of EBITDA to interest expense (not less than) | 3 | |||||||||||||
Required ratio of funded debt to EBITDA (not greater than) | 5.875 | |||||||||||||
Interest paid from continuing operations | $ 375,600,000 | 164,500,000 | $ 223,700,000 | |||||||||||
Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net loss on early retirement of debt | $ 60,600,000 | |||||||||||||
2023 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Required ratio of funded debt to EBITDA (not greater than) | 3.75 | |||||||||||||
Spinoff | Lamb Weston | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Lamb Weston notes | $ 1,540,000,000 | |||||||||||||
Interest expense | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Impact on net interest expense of interest rate swaps entered into | 2,000,000 | |||||||||||||
Interest rate swap | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from the termination of interest rate swaps | 47,500,000 | |||||||||||||
Unsecured debt | Federal funds rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 0.50% | |||||||||||||
Unsecured debt | One-month LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 1.00% | |||||||||||||
Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Net loss on early retirement of debt | $ 32,700,000 | |||||||||||||
Floating rate notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal balance repaid on floating rate notes | $ 550,000,000 | |||||||||||||
Term Loan Credit Agreement | Unsecured debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 1,300,000,000 | |||||||||||||
Issuance of term loans | $ 1,300,000,000 | |||||||||||||
Repayments of long-term debt | 900,000,000 | |||||||||||||
New Senior Unsecured Notes | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | 7,025,000,000 | |||||||||||||
LIBOR plus 0.75% senior debt due October 2020 | Senior notes | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 525,000,000 | 0 | $ 525,000,000 | 0 | ||||||||||
Number of tranches issued | tranche | 7 | |||||||||||||
Basis spread on variable rate (percent) | 0.75% | 0.75% | ||||||||||||
3.8% senior debt due October 2021 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 1,200,000,000 | 0 | $ 1,200,000,000 | 0 | ||||||||||
Stated interest rate (percent) | 3.80% | 3.80% | ||||||||||||
4.3% senior debt due May 2024 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 1,000,000,000 | 0 | $ 1,000,000,000 | 0 | ||||||||||
Stated interest rate (percent) | 4.30% | 4.30% | ||||||||||||
4.6% senior debt due November 2025 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 1,000,000,000 | 0 | $ 1,000,000,000 | 0 | ||||||||||
Stated interest rate (percent) | 4.60% | 4.60% | ||||||||||||
4.85% senior debt due November 2028 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 1,300,000,000 | 0 | $ 1,300,000,000 | 0 | ||||||||||
Stated interest rate (percent) | 4.85% | 4.85% | ||||||||||||
5.3% senior debt due November 2038 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 1,000,000,000 | 0 | $ 1,000,000,000 | 0 | ||||||||||
Stated interest rate (percent) | 5.30% | 5.30% | ||||||||||||
5.4% senior debt due November 2048 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 1,000,000,000 | 0 | $ 1,000,000,000 | $ 0 | ||||||||||
Stated interest rate (percent) | 5.40% | 5.40% | ||||||||||||
Three-year tranche loans maturing October 26, 2021 | Unsecured debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of term loans | $ 650,000,000 | |||||||||||||
Debt instrument term | 3 years | 3 years | ||||||||||||
Repayments of long-term debt | $ 450,000,000 | |||||||||||||
Three-year tranche loans maturing October 26, 2021 | Unsecured debt | Minimum | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 1.00% | |||||||||||||
Three-year tranche loans maturing October 26, 2021 | Unsecured debt | Minimum | One-month LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 0.00% | |||||||||||||
Three-year tranche loans maturing October 26, 2021 | Unsecured debt | Maximum | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 1.625% | |||||||||||||
Three-year tranche loans maturing October 26, 2021 | Unsecured debt | Maximum | One-month LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 0.625% | |||||||||||||
Three-year tranche loans maturing October 26, 2021 | Unsecured debt | Subsequent event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument term | 3 years | |||||||||||||
Repayments of long-term debt | $ 100,000,000 | |||||||||||||
Five-year tranche loans maturing October 26, 2023 | Unsecured debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of term loans | $ 650,000,000 | |||||||||||||
Debt instrument term | 5 years | 5 years | ||||||||||||
Repayments of long-term debt | $ 450,000,000 | |||||||||||||
Five-year tranche loans maturing October 26, 2023 | Unsecured debt | Minimum | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 1.125% | |||||||||||||
Five-year tranche loans maturing October 26, 2023 | Unsecured debt | Minimum | One-month LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 0.125% | |||||||||||||
Five-year tranche loans maturing October 26, 2023 | Unsecured debt | Maximum | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 1.75% | |||||||||||||
Five-year tranche loans maturing October 26, 2023 | Unsecured debt | Maximum | One-month LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate (percent) | 0.75% | |||||||||||||
Five-year tranche loans maturing October 26, 2023 | Unsecured debt | Subsequent event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument term | 5 years | |||||||||||||
Repayments of long-term debt | $ 100,000,000 | |||||||||||||
Pinnacle's credit agreement and Other debt agreements | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term debt | $ 2,400,000,000 | |||||||||||||
Debt issuance costs capitalized | $ 49,600,000 | |||||||||||||
5.875% Senior notes due January 15, 2024 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate (percent) | 5.875% | |||||||||||||
Repayments of long-term debt | $ 350,000,000 | |||||||||||||
Charge recognized upon early retirement of debt | $ 3,900,000 | |||||||||||||
Prior Term Loan Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 300,000,000 | |||||||||||||
Borrowings under term loan agreement | $ 300,000,000 | |||||||||||||
2.1% senior notes due 2018 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 154,900,000 | |||||||||||||
Stated interest rate (percent) | 2.10% | 2.10% | 2.10% | |||||||||||
Repayments of long-term debt | $ 70,000,000 | |||||||||||||
1.9% senior notes due 2018 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 880,400,000 | |||||||||||||
Stated interest rate (percent) | 1.90% | 1.90% | ||||||||||||
Repayments of long-term debt | $ 119,600,000 | |||||||||||||
LIBOR plus 0.50% senior debt due October 2020 | Senior notes | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |||||||||||
Basis spread on variable rate (percent) | 0.50% | |||||||||||||
LIBOR plus 0.50% senior debt due October 2020 | Floating rate notes | LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 500,000,000 | |||||||||||||
Basis spread on variable rate (percent) | 0.50% | |||||||||||||
5.819% senior notes due 2017 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 250,200,000 | |||||||||||||
Stated interest rate (percent) | 5.819% | 5.819% | ||||||||||||
Repayments of long-term debt | $ 224,800,000 | |||||||||||||
7.0% senior notes due 2019 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 86,900,000 | |||||||||||||
Stated interest rate (percent) | 7.00% | 7.00% | ||||||||||||
Repayments of long-term debt | $ 248,200,000 | |||||||||||||
4.95% senior notes due 2020 | Senior notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount issued | $ 71,100,000 | |||||||||||||
Stated interest rate (percent) | 4.95% | |||||||||||||
Bridge Financing | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | 9,000,000,000 | |||||||||||||
Financing costs capitalized | $ 45,700,000 | |||||||||||||
Amortization of debt costs included in net interest expense | $ 11,900,000 | |||||||||||||
Bridge Financing | Selling, general and administrative expense | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Amortization of debt costs included in net interest expense | $ 33,800,000 |
LONG-TERM DEBT - Schedule of Ne
LONG-TERM DEBT - Schedule of Net Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Debt Disclosure [Abstract] | |||
Long-term debt | $ 385.9 | $ 161.2 | $ 203.6 |
Short-term debt | 15 | 4.8 | 0.6 |
Interest income | (6.8) | (3.8) | (3.7) |
Interest capitalized | (2.7) | (3.5) | (5) |
Net interest expense | $ 391.4 | $ 158.7 | $ 195.5 |
CREDIT FACILITIES AND BORROWI_2
CREDIT FACILITIES AND BORROWINGS (Details) | 3 Months Ended | 12 Months Ended | ||
May 26, 2019USD ($) | May 26, 2019USD ($) | Nov. 27, 2022 | May 27, 2018USD ($) | |
Line of Credit Facility [Line Items] | ||||
Required ratio of EBITDA to interest expense (not less than) | 3 | 3 | ||
Required ratio of funded debt to EBITDA (not greater than) | 5.875 | 5.875 | ||
Commercial paper program | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding under commercial paper program | $ 0 | $ 0 | $ 277,000,000 | |
Average weighted interest rate | 2.08% | |||
Revolving credit agreement | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured revolving credit facility, maximum borrowing capacity | 1,600,000,000 | 1,600,000,000 | ||
Maximum borrowing capacity after increase | $ 2,100,000,000 | 2,100,000,000 | ||
Available term extension under credit facility | 1 year | |||
Outstanding borrowings under revolving credit facility | $ 0 | $ 0 | ||
Required ratio of EBITDA to interest expense (not less than) | 3 | 3 | ||
2023 | ||||
Line of Credit Facility [Line Items] | ||||
Required ratio of funded debt to EBITDA (not greater than) | 3.75 | |||
Minimum | Revolving credit agreement | ||||
Line of Credit Facility [Line Items] | ||||
Available term extension under credit facility | 1 year | |||
Maximum | Revolving credit agreement | ||||
Line of Credit Facility [Line Items] | ||||
Available term extension under credit facility | 2 years | |||
Through first quarter of fiscal 2020 | Revolving credit agreement | ||||
Line of Credit Facility [Line Items] | ||||
Required ratio of funded debt to EBITDA (not greater than) | 5.875 | 5.875 | ||
From the second quarter of fiscal 2023 and thereafter | Revolving credit agreement | ||||
Line of Credit Facility [Line Items] | ||||
Required ratio of funded debt to EBITDA (not greater than) | 3.75 | 3.75 |
DISCONTINUED OPERATIONS AND O_3
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - Summary of Comparative Financial Results (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
May 26, 2019 | Feb. 24, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | May 27, 2018 | Feb. 25, 2018 | Nov. 26, 2017 | Aug. 27, 2017 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Income (loss) from discontinued operations, net of tax | $ 0 | $ 0 | $ (1.9) | $ 0 | $ (0.3) | $ 14.5 | $ 0.4 | $ (0.3) | $ (1.9) | $ 14.3 | $ 102 |
Net income (loss) from discontinued operations attributable to Conagra Brands, Inc. | (1.9) | 14.3 | 95.2 | ||||||||
Lamb Weston | Spinoff | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net sales | 0 | 0 | 1,407.9 | ||||||||
Income (loss) from operations of discontinued operations before income taxes | 0 | (0.3) | 172.3 | ||||||||
Income (loss) before income taxes and equity method investment earnings | 0 | (0.3) | 172.3 | ||||||||
Income tax expense (benefit) | 2.8 | (14.6) | 87.5 | ||||||||
Equity method investment earnings | 0 | 0 | 15.9 | ||||||||
Income (loss) from discontinued operations, net of tax | (2.8) | 14.3 | 100.7 | ||||||||
Less: Net income attributable to noncontrolling interests | 0 | 0 | 6.8 | ||||||||
Net income (loss) from discontinued operations attributable to Conagra Brands, Inc. | (2.8) | 14.3 | 93.9 | ||||||||
Private Brands | Discontinued operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Loss on sale of business | 0 | 0 | (1.6) | ||||||||
Income (loss) from operations of discontinued operations before income taxes | 0.9 | 0.4 | 3.9 | ||||||||
Income (loss) before income taxes and equity method investment earnings | 0.9 | 0.4 | 2.3 | ||||||||
Income tax expense (benefit) | 0 | 0.5 | (0.3) | ||||||||
Income (loss) from discontinued operations, net of tax | $ 0.9 | $ (0.1) | $ 2.6 |
DISCONTINUED OPERATIONS AND O_4
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - Lamb Weston Spinoff (Narrative) (Details) - USD ($) $ in Millions | Nov. 09, 2016 | May 26, 2019 | May 27, 2018 | May 28, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestitures | $ 281.5 | $ 0 | $ 489 | |
Lamb Weston | Spinoff | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Expenses incurred related to professional fees and contract services | 74.8 | |||
Income tax expense (benefit) recorded for adjustment of estimated deductibility | $ 2.8 | (14.5) | ||
Total assets transferred to Lamb Weston | $ 2,280 | |||
Total liabilities transferred to Lamb Weston | 2,980 | |||
Debt included in total liabilities transferred to Lamb Weston | 2,460 | |||
Proceeds from divestitures | $ 823.5 | |||
Transition services income for performance of services | $ 2.2 | $ 4.2 |
DISCONTINUED OPERATIONS AND O_5
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - Private Brands Operations (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
May 27, 2018 | May 28, 2017 | |
Private Brands | Discontinued operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Transition services income for performance of services | $ 2.2 | $ 16.9 |
DISCONTINUED OPERATIONS AND O_6
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - ConAgra Mills Operations (Narrative) (Details) - ConAgra Mills - Discontinued operations $ in Millions | May 28, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Adjustment to multi-employer pension withdrawal liability, pre-tax | $ 2 |
Adjustment to multi-employer pension withdrawal liability, after-tax | $ 1.3 |
DISCONTINUED OPERATIONS AND O_7
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - Other Divestitures (Narrative) (Details) - USD ($) $ in Millions | May 24, 2019 | May 26, 2019 | Aug. 26, 2018 | Aug. 28, 2016 | May 26, 2019 | May 27, 2018 | May 28, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Pre-tax gains from sales of businesses | $ 69.4 | $ 0 | $ 197.4 | ||||
Noncurrent assets held for sale | $ 8.2 | 8.2 | 184.6 | ||||
Gelit | Disposed of by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash proceeds from disposition, net of cash included | $ 77.5 | ||||||
Pre-tax gains from sales of businesses | $ 23.1 | ||||||
Gelit | Held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Noncurrent assets held for sale | 43.3 | ||||||
Del Monte | Held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Noncurrent assets held for sale | 11.5 | ||||||
Del Monte | International | Disposed of by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash proceeds from disposition, net of cash included | $ 32.2 | ||||||
Pre-tax gains from sales of businesses | $ 13.2 | ||||||
Wesson | Disposed of by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash proceeds from disposition, net of cash included | 171.8 | ||||||
Pre-tax gains from sales of businesses | 33.1 | ||||||
Impairment charge recognized on production facility | 27.6 | ||||||
Wesson | Held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Noncurrent assets held for sale | 101 | ||||||
Spicetec | Commercial | Disposed of by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash proceeds from disposition, net of cash included | $ 329.7 | ||||||
Pre-tax gains from sales of businesses | 144.8 | ||||||
JM Swank | Commercial | Disposed of by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash proceeds from disposition, net of cash included | 159.3 | ||||||
Pre-tax gains from sales of businesses | $ 52.6 | ||||||
Other individually marketed assets | Held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Noncurrent assets held for sale | $ 8.2 | $ 8.2 | 29.4 | ||||
Transition Services Agreement | Spicetec and JM Swank | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Transition services income for performance of services | $ 0.2 | $ 1.9 |
DISCONTINUED OPERATIONS AND O_8
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES - Schedule of Assets and Liabilities Classified as Held for Sale (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | $ 0 | $ 67.9 |
Noncurrent assets | 8.2 | 184.6 |
Current liabilities | 0 | 13.9 |
Noncurrent liabilities | $ 0 | 4.4 |
Held for sale | Del Monte | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | 6.1 | |
Noncurrent assets | 11.5 | |
Goodwill | 5.8 | |
Held for sale | Wesson | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | 37.7 | |
Noncurrent assets | 101 | |
Goodwill | 74.5 | |
Held for sale | Gelit | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | 23.5 | |
Noncurrent assets | 43.3 | |
Goodwill | 15.1 | |
Current liabilities | 13.9 | |
Noncurrent liabilities | $ 4.4 |
INVESTMENTS IN JOINT VENTURES -
INVESTMENTS IN JOINT VENTURES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Dividends received from equity method investments | $ 55 | $ 62.5 | $ 68.2 |
Other assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Carrying value of equity method investments | 796.3 | 776.2 | |
Equity method investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchases from equity method investees | $ 39.4 | ||
Sales to equity method investees | $ 34.9 | $ 41.8 | |
Ardent Mills | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (as a percent) | 44.00% | ||
Others | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (as a percent) | 50.00% |
INVESTMENTS IN JOINT VENTURES_2
INVESTMENTS IN JOINT VENTURES - Summary of Combined Financial Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Statement of Earnings | |||
Total net sales | $ 3,671.4 | $ 3,542.9 | $ 3,357.7 |
Total gross margin | 327.4 | 421.3 | 374.9 |
Total earnings after income taxes | 170 | 207.1 | 162.1 |
Ardent Mills | |||
Statement of Earnings | |||
Total net sales | 3,476 | 3,344.1 | 3,180 |
Total gross margin | 281.9 | 386.5 | 340.3 |
Total earnings after income taxes | 151.9 | 197 | 152 |
Balance Sheet | |||
Current assets | 952.6 | 974.6 | |
Noncurrent assets | 1,669.8 | 1,675.7 | |
Current liabilities | 361.2 | 355.6 | |
Noncurrent liabilities | 496.9 | 510.9 | |
Others | |||
Statement of Earnings | |||
Total net sales | 195.4 | 198.8 | 177.7 |
Total gross margin | 45.5 | 34.8 | 34.6 |
Total earnings after income taxes | 18.1 | 10.1 | $ 10.1 |
Balance Sheet | |||
Current assets | 89.2 | 76.4 | |
Noncurrent assets | 19 | 15.5 | |
Current liabilities | 43.4 | 37.5 | |
Noncurrent liabilities | $ 0.7 | $ 0.1 |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details) $ in Millions | 12 Months Ended | ||
May 27, 2018USD ($)propertybuilding | May 28, 2017USD ($)lease | May 26, 2019USD ($)property | |
Variable Interest Entity [Line Items] | |||
Number buildings purchased in period | building | 2 | ||
Gain (loss) recognized for early exit of lease contracts | $ (48.2) | $ 6.7 | |
Number of expired lease agreements | lease | 1 | ||
Loss on lease put option | |||
Variable Interest Entity [Line Items] | |||
Number of remaining leased buildings subject to a lease put option | property | 1 | 1 | |
Estimated amount by which put prices exceeded fair values of related properties | $ 8.2 | $ 8.2 | |
Accrued put cost | $ 1.2 | $ 1.6 |
GOODWILL AND OTHER IDENTIFIAB_3
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Schedule of the Change in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
May 26, 2019 | May 27, 2018 | |
Goodwill | ||
Beginning balance | $ 4,487.4 | $ 4,280.8 |
Acquisitions | 7,015.9 | 213 |
Purchase accounting adjustments | 1.5 | (1.5) |
Currency translation | (5.2) | (4.9) |
Ending balance | 11,499.6 | 4,487.4 |
Grocery & Snacks | ||
Goodwill | ||
Beginning balance | 2,592.8 | 2,439.1 |
Acquisitions | 0 | 155.2 |
Purchase accounting adjustments | 1.5 | (1.5) |
Currency translation | 0 | 0 |
Ending balance | 2,594.3 | 2,592.8 |
Refrigerated & Frozen | ||
Goodwill | ||
Beginning balance | 1,080.6 | 1,022.8 |
Acquisitions | 0 | 57.8 |
Purchase accounting adjustments | 0 | 0 |
Currency translation | 0 | 0 |
Ending balance | 1,080.6 | 1,080.6 |
International | ||
Goodwill | ||
Beginning balance | 242.9 | 247.8 |
Acquisitions | 0 | 0 |
Purchase accounting adjustments | 0 | 0 |
Currency translation | (2.4) | (4.9) |
Ending balance | 240.5 | 242.9 |
Foodservice | ||
Goodwill | ||
Beginning balance | 571.1 | 571.1 |
Acquisitions | 0 | 0 |
Purchase accounting adjustments | 0 | 0 |
Currency translation | 0 | 0 |
Ending balance | 571.1 | 571.1 |
Pinnacle Foods | ||
Goodwill | ||
Beginning balance | 0 | 0 |
Acquisitions | 7,015.9 | 0 |
Purchase accounting adjustments | 0 | |
Currency translation | (2.8) | 0 |
Ending balance | $ 7,013.1 | $ 0 |
GOODWILL AND OTHER IDENTIFIAB_4
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Schedule of Other Identifiable Intangible Assets (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Non-amortizing intangible assets | ||
Gross Carrying Amount | $ 3,678 | $ 918.3 |
Amortizing intangible assets | ||
Gross Carrying Amount | 1,244.2 | 576.6 |
Accumulated Amortization | 260.8 | 212.1 |
Other identifiable intangible assets | ||
Gross Carrying Amount | 4,922.2 | 1,494.9 |
Accumulated Amortization | $ 260.8 | $ 212.1 |
GOODWILL AND OTHER IDENTIFIAB_5
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Remaining weighted average life of amortizing intangible assets | 20 years | ||
Amortization expense recognized | $ 49.1 | $ 34.9 | $ 33.6 |
Estimated average amortization expense | 58.3 | ||
High expense in fiscal year 2020 | 59.9 | ||
Low expense in fiscal year 2024 | 54.2 | ||
Trademarks | Del Monte | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment charges for indefinite lived intangibles | 31.5 | ||
Held for sale | Del Monte | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | 15.1 | ||
Other identifiable intangible assets | 1.7 | ||
International | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment charges for indefinite lived intangibles | 13.1 | 0.8 | 37 |
Impairment of goodwill | 198.9 | ||
International | Trademarks | Aylmer | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment charges for indefinite lived intangibles | 5.5 | ||
Grocery & Snacks | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment charges for indefinite lived intangibles | $ 76.5 | $ 4 | 68.2 |
Grocery & Snacks | Trademarks | Chef Boyardee | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment charges for indefinite lived intangibles | 67.1 | ||
Grocery & Snacks | Trademarks | Fiddle Faddle | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment charges for indefinite lived intangibles | 1.1 | ||
Canadian Reporting Unit | International | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of goodwill | 139.2 | ||
Mexican Reporting Unit | International | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of goodwill | $ 59.7 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation of Income and Average Share Amounts Used to Compute Both Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
May 26, 2019 | Feb. 24, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | May 27, 2018 | Feb. 25, 2018 | Nov. 26, 2017 | Aug. 27, 2017 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Net income available to Conagra Brands, Inc. common stockholders: | |||||||||||
Income from continuing operations attributable to Conagra Brands, Inc. common stockholders | $ 680.2 | $ 794.1 | $ 544.1 | ||||||||
Income (loss) from discontinued operations, net of tax, attributable to Conagra Brands, Inc. common stockholders | (1.9) | 14.3 | 95.2 | ||||||||
Net income attributable to Conagra Brands, Inc. | $ 126.5 | $ 242 | $ 131.6 | $ 178.2 | $ 69.6 | $ 362.8 | $ 223.5 | $ 152.5 | 678.3 | 808.4 | 639.3 |
Less: Increase in redemption value of noncontrolling interests in excess of earnings allocated | 0 | 0 | 0.8 | ||||||||
Net income available to Conagra Brands, Inc. common stockholders | $ 678.3 | $ 808.4 | $ 638.5 | ||||||||
Weighted average shares outstanding: | |||||||||||
Basic weighted average shares outstanding (in shares) | 444 | 403.9 | 431.9 | ||||||||
Add: Dilutive effect of stock options, restricted stock unit awards, and other dilutive securities (in shares) | 1.6 | 3.5 | 4.1 | ||||||||
Diluted weighted average shares outstanding (in shares) | 445.6 | 407.4 | 436 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Nov. 25, 2018 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Issuance of Conagra Brands, Inc. common shares, net | $ 555.7 | $ 0 | $ 0 | |
Stock options | ||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Stock options outstanding excluded from computation (in shares) | 2 | 1.3 | 0.8 | |
Pinnacle Foods Inc. (Pinnacle) | ||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Company shares issues out of treasury (shares) | 77.5 | |||
Issuance of common stock (in shares) | 16.3 | |||
Common stock, par value (in dollars per share) | $ 5 | |||
Issuance of Conagra Brands, Inc. common shares, net | $ 555.7 | |||
Underwritten Public Offering | ||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Issuance of common stock (in shares) | 16.3 | |||
Common stock, par value (in dollars per share) | $ 5 | |||
Issuance of Conagra Brands, Inc. common shares, net | $ 555.7 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and packaging | $ 276.5 | $ 202.9 |
Work in process | 126.9 | 91.8 |
Finished goods | 1,099.1 | 647.8 |
Supplies and other | 69.2 | 46.2 |
Total | $ 1,571.7 | $ 988.7 |
OTHER NONCURRENT LIABILITIES (D
OTHER NONCURRENT LIABILITIES (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Postretirement health care and pension obligations | $ 262.5 | $ 261.7 |
Noncurrent income tax liabilities | 1,349 | 487.3 |
Self-insurance liabilities | 42.9 | 27.1 |
Environmental liabilities | 56.8 | 56 |
Technology agreement liability | 28.7 | 42.7 |
Other | 211.9 | 186 |
Other noncurrent liabilities | $ 1,951.8 | $ 1,060.8 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | 12 Months Ended | ||||
May 27, 2018 | May 28, 2017 | May 26, 2019 | May 31, 2018 | May 31, 2017 | |
Class of Stock [Line Items] | |||||
Total number of shares authorized | 1,218,050,000 | ||||
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | |||
Common stock, par value (in dollars per share) | $ 5 | $ 5 | |||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | ||||
Class B Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, shares authorized | 150,000 | ||||
Preferred stock, par value (in dollars per share) | $ 50 | ||||
Class C Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, shares authorized | 250,000 | ||||
Preferred stock, par value (in dollars per share) | $ 100 | ||||
Class D Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, shares authorized | 1,100,000 | ||||
Class E Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, shares authorized | 16,550,000 | ||||
Common stock | |||||
Class of Stock [Line Items] | |||||
Further increase to share repurchase program | $ 1,000,000,000 | $ 1,000,000,000 | |||
Stock repurchased (in shares) | 27,400,000 | 25,100,000 | |||
Repurchase of common shares | $ 967,300,000 | $ 1,000,000,000 |
SHARE-BASED PAYMENTS - Addition
SHARE-BASED PAYMENTS - Additional Information (Narrative) (Details) - Conagra Brands 2014 Stock Plan - shares | May 26, 2019 | Sep. 19, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for issuance (up to) (in shares) | 40,300,000 | |
Shares reserved for granting additional options, restricted stock units, cash-settled restricted stock units, performance shares, or other share-based awards (in shares) | 40,900,000 |
SHARE-BASED PAYMENTS - Share Un
SHARE-BASED PAYMENTS - Share Unit Awards (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Nov. 25, 2018 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Share Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Stock-settled | Share Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense (income) | $ 23.9 | $ 21.8 | $ 18.2 | |
Tax benefit | $ 6 | $ 7.2 | $ 7 | |
Share units granted (in shares) | 890,000 | 900,000 | 600,000 | |
Weighted average grant date fair value of share units (in dollars per share) | $ 35.43 | $ 34.16 | $ 46.79 | |
Unrecognized compensation expense, net of estimated forfeitures, related to share unit awards | $ 25.2 | |||
Weighted average period for recognition | 1 year 11 months | |||
Total intrinsic value of share units vested | $ 24.6 | $ 18.5 | $ 27 | |
Cash-settled | Share Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense (income) | 17.5 | 5.8 | 20.9 | |
Tax benefit | $ 4.4 | $ 1.9 | $ 8 | |
Share units granted (in shares) | 1,950,000 | 0 | 400,000 | |
Weighted average grant date fair value of share units (in dollars per share) | $ 36.37 | $ 48.07 | ||
Unrecognized compensation expense, net of estimated forfeitures, related to share unit awards | $ 4.2 | |||
Weighted average period for recognition | 1 year 6 months | |||
Total intrinsic value of share units vested | $ 50.5 | $ 14.2 | $ 24 | |
Discontinued operations | Stock-settled | Share Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense (income) | 1.4 | |||
Discontinued operations | Cash-settled | Share Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense (income) | $ 2.6 | |||
Pinnacle Foods Inc. (Pinnacle) | Cash-settled | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of replacement awards established as a liability | $ 36.3 | 15.9 | ||
Income related to mark-to-market of the liability | $ 6.7 | |||
Pinnacle Foods Inc. (Pinnacle) | Cash-settled | Share Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share units granted (in shares) | 2,000,000 | |||
Weighted average grant date fair value of share units (in dollars per share) | $ 36.37 | |||
Expense for accelerated vesting of awards | 18.9 | |||
Unrecognized compensation expense, net of estimated forfeitures, related to share unit awards | $ 3.9 | |||
Weighted average period for recognition | 2 years |
SHARE-BASED PAYMENTS - Summary
SHARE-BASED PAYMENTS - Summary of Nonvested Share Units and Changes (Details) - Share Unit Awards - $ / shares | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Stock-Settled | |||
Share Units | |||
Nonvested, beginning balance (in shares) | 1,780,000 | ||
Granted (in shares) | 890,000 | 900,000 | 600,000 |
Vested/Issued (in shares) | (720,000) | ||
Forfeited (in shares) | (140,000) | ||
Nonvested, ending balance (in shares) | 1,810,000 | 1,780,000 | |
Weighted Average Grant-Date Fair Value | |||
Nonvested, beginning balance (in dollars per share) | $ 34.20 | ||
Granted (in dollars per share) | 35.43 | $ 34.16 | $ 46.79 |
Vested/Issued (in dollars per share) | 33.29 | ||
Forfeited (in dollars per share) | 35.08 | ||
Nonvested, ending balance (in dollars per share) | $ 34.89 | $ 34.20 | |
Cash-Settled | |||
Share Units | |||
Nonvested, beginning balance (in shares) | 710,000 | ||
Granted (in shares) | 1,950,000 | 0 | 400,000 |
Vested/Issued (in shares) | (1,640,000) | ||
Forfeited (in shares) | (50,000) | ||
Nonvested, ending balance (in shares) | 970,000 | 710,000 | |
Weighted Average Grant-Date Fair Value | |||
Nonvested, beginning balance (in dollars per share) | $ 34.58 | ||
Granted (in dollars per share) | 36.37 | $ 48.07 | |
Vested/Issued (in dollars per share) | 35.55 | ||
Forfeited (in dollars per share) | 36.07 | ||
Nonvested, ending balance (in dollars per share) | $ 36.20 | $ 34.58 |
SHARE-BASED PAYMENTS - Performa
SHARE-BASED PAYMENTS - Performance Share Awards (Narrative) (Details) - Performance Shares - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense (income) | $ 8.2 | $ 11.8 | $ 13.3 |
Tax benefit | 2.1 | 3.9 | 5.1 |
Total intrinsic value of share units vested | 15.7 | $ 11.2 | $ 2.8 |
Unrecognized compensation expense, net of estimated forfeitures, related to share unit awards | $ 13.2 | ||
Weighted average period for recognition | 1 year 8 months 6 days | ||
Performance period ending in 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Diluted EPS CAGR measurement period | 2 years | ||
Performance period ending in 2019 | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 0.00% | ||
Performance period ending in 2019 | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 200.00% | ||
Performance period ending in 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Performance period ending in 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Performance period ending in 2020 and 2021 | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 0.00% | ||
Performance period ending in 2020 and 2021 | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 200.00% | ||
One-third | Performance period ending in 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 33.33% | ||
Other two-thirds | Performance period ending in 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 66.66% |
SHARE-BASED PAYMENTS - Summar_2
SHARE-BASED PAYMENTS - Summary of Activity for Performance Share Awards and Changes (Details) - Performance Shares shares in Thousands | 12 Months Ended |
May 26, 2019$ / sharesshares | |
Shares | |
Nonvested, beginning balance (in shares) | shares | 1,000 |
Granted (in shares) | shares | 450 |
Adjustments for performance results attained and dividend equivalents (in shares) | shares | 180 |
Vested/Issued (in shares) | shares | (430) |
Forfeited (in shares) | shares | (50) |
Nonvested, ending balance (in shares) | shares | 1,150 |
Weighted Average Grant-Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 33.40 |
Granted (in dollars per share) | $ / shares | 35.96 |
Adjustments for performance results attained and dividend equivalents (in dollars per share) | $ / shares | 31.03 |
Vested/Issued (in dollars per share) | $ / shares | 31.03 |
Forfeited (in dollars per share) | $ / shares | 34.54 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 34.89 |
SHARE-BASED PAYMENTS - Perfor_2
SHARE-BASED PAYMENTS - Performance-Based Restricted Stock Unit Awards (Narrative) (Details) $ / shares in Units, shares in Millions, $ in Millions | Apr. 15, 2019$ / sharesshares | May 26, 2019USD ($) | May 28, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rates (percent) | 1.03% | ||
Expected volatility (percent) | 19.15% | ||
Performance-Based Restricted Stock Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | shares | 0.2 | ||
Granted (in dollars per share) | $ / shares | $ 41.82 | ||
Eligibility adjustment based on relative TSR (percent) | 25.00% | ||
Maximum ratio of award payout relative to grant value of each grantees award | 8.6 | ||
Risk-free interest rates (percent) | 2.35% | ||
Expected volatility (percent) | 24.92% | ||
Compensation expense (income) | $ 0.3 | ||
Tax benefit | 0.1 | ||
Unrecognized compensation expense, net of estimated forfeitures, related to performance shares | $ 7.4 | ||
Weighted average period for recognition | 3 years | ||
Minimum | Performance-Based Restricted Stock Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 0.00% | ||
Maximum | Performance-Based Restricted Stock Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award payout (as a percent) | 500.00% |
SHARE-BASED PAYMENTS - Stock Op
SHARE-BASED PAYMENTS - Stock Option Plan (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||||
May 26, 2019 | May 27, 2018 | May 28, 2017 | Feb. 24, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | Feb. 25, 2018 | Nov. 26, 2017 | Aug. 27, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted (in shares) | 0 | 0 | 1,100,000 | ||||||
Total intrinsic value of options exercised | $ 7.9 | $ 15.8 | $ 29.8 | ||||||
Closing market price of common stock (in dollars per share) | $ 28.83 | ||||||||
Unrecognized compensation expense, net of estimated forfeitures, related to stock options | $ 0.2 | ||||||||
Cash received from option exercises | 12.4 | 25.1 | 84.4 | ||||||
Actual tax benefit realized for tax deductions from option exercises | $ 2.3 | $ 5.3 | $ 19.5 | ||||||
Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Closing market price of common stock (in dollars per share) | $ 22.37 | $ 35.34 | $ 20.85 | $ 32.42 | $ 34.64 | $ 35.47 | $ 32.43 | $ 33.07 | |
Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Closing market price of common stock (in dollars per share) | $ 31.28 | $ 38.29 | $ 32.60 | $ 38.25 | $ 38.94 | $ 38.50 | $ 35.87 | $ 39.95 | |
Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Weighted average grant date value (in dollars per share) | $ 6.12 | ||||||||
Compensation expense (income) | $ 2.2 | $ 4.2 | $ 6.2 | ||||||
Tax benefit | $ 0.5 | 1.4 | 2.4 | ||||||
Weighted average period for recognition | 1 month 24 days | ||||||||
Options | Subsidiary | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense (income) | $ 0.2 | $ 0.4 | 0.9 | ||||||
Options | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period of options | 7 years | ||||||||
Options | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period of options | 10 years | ||||||||
Discontinued operations | Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense (income) | $ 0.2 |
SHARE-BASED PAYMENTS - Schedule
SHARE-BASED PAYMENTS - Schedule of Weighted Average Assumptions for Stock Options Granted (Details) | 12 Months Ended |
May 28, 2017 | |
Share-based Payment Arrangement [Abstract] | |
Expected volatility (%) | 19.15% |
Dividend yield (%) | 2.33% |
Risk-free interest rates (%) | 1.03% |
Expected life of stock option (years) | 4 years 11 months 9 days |
SHARE-BASED PAYMENTS - Summar_3
SHARE-BASED PAYMENTS - Summary of Option Activity and Changes (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Number of Options | |||
Outstanding, beginning balance (in shares) | 5.1 | ||
Exercised (in shares) | (0.6) | ||
Expired (in shares) | (0.1) | ||
Outstanding, ending balance (in shares) | 4.4 | 5.1 | |
Exercisable (in shares) | 4.1 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 28.11 | ||
Exercised (in dollars per share) | 20.75 | ||
Expired (in dollars per share) | 29.84 | ||
Outstanding, ending balance (in dollars per share) | 29 | $ 28.11 | |
Exercisable (in dollars per share) | $ 28.38 | ||
Average Remaining Contractual Term | |||
Outstanding (term) | 5 years 5 months 19 days | ||
Exercisable (term) | 5 years 3 months 25 days | ||
Aggregate Intrinsic Value | |||
Exercised | $ 7.9 | $ 15.8 | $ 29.8 |
Outstanding | 9.9 | ||
Exercisable | $ 9.9 |
SHARE-BASED PAYMENTS - Stock Ap
SHARE-BASED PAYMENTS - Stock Appreciation Rights (SARs) Awards (Narrative) (Details) - Stock Appreciation Rights (SARs) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended |
Nov. 25, 2018 | May 26, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense (income) | $ (13.7) | |
Income related to mark-to-market of the liability | 14 | |
Expense for accelerated vesting of awards | 0.2 | |
Tax benefit | 3.4 | |
Pinnacle Foods Inc. (Pinnacle) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share units granted (in shares) | 2.3 | |
Weighted average grant date fair value of share units (in dollars per share) | $ 36.37 | |
Fair value of replacement awards established as a liability | $ 14.8 | $ 0.9 |
SHARE-BASED PAYMENTS - Summar_4
SHARE-BASED PAYMENTS - Summary of Stock Appreciation Awards (Details) - Stock Appreciation Rights (SARs) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended |
May 26, 2019USD ($)$ / sharesshares | |
Number of Awards | |
Granted (in shares) | shares | 2.3 |
Exercised (in shares) | shares | (0.1) |
Forfeited (in shares) | shares | (1.8) |
Outstanding, ending balance (in shares) | shares | 0.4 |
Exercisable (in shares) | shares | 0.4 |
Weighted Average Exercise Price | |
Granted (in dollars per share) | $ / shares | $ 27.09 |
Exercised (in dollars per share) | $ / shares | 24.79 |
Forfeited (in dollars per share) | $ / shares | 26.92 |
Outstanding, ending balance (in dollars per share) | $ / shares | 28.13 |
Exercisable (in dollars per share) | $ / shares | $ 28.13 |
Average Remaining Contractual Term (Years) | |
Outstanding (term) | 1 month 27 days |
Exercisable (term) | 1 month 27 days |
Aggregate Intrinsic Value (in Millions) | |
Exercised | $ | $ 0.1 |
Outstanding | $ | 0.6 |
Exercisable | $ | $ 0.6 |
PRE-TAX INCOME AND INCOME TAX_3
PRE-TAX INCOME AND INCOME TAXES - Schedule of Pre-Tax Income from Continuing Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Income Tax Contingency [Line Items] | |||
Total before tax | $ 899.1 | $ 972.1 | $ 800.7 |
United States | |||
Income Tax Contingency [Line Items] | |||
Total before tax | 826.6 | 902.5 | 883.5 |
Foreign | |||
Income Tax Contingency [Line Items] | |||
Total before tax | $ 72.5 | $ 69.6 | $ (82.8) |
PRE-TAX INCOME AND INCOME TAX_4
PRE-TAX INCOME AND INCOME TAXES - Schedule of the Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Current | |||
Federal | $ 125.4 | $ 153.1 | $ 201.5 |
State | 22.6 | 17.8 | 6.7 |
Foreign | 21.6 | 32.5 | 6.5 |
Current provision for income taxes | 169.6 | 203.4 | 214.7 |
Deferred | |||
Federal | 40.1 | (43.7) | 62.1 |
State | 19 | 17.4 | (5.3) |
Foreign | (9.9) | (2.5) | (16.8) |
Deferred provision for income taxes | 49.2 | (28.8) | 40 |
Total provision for income taxes | $ 218.8 | $ 174.6 | $ 254.7 |
PRE-TAX INCOME AND INCOME TAX_5
PRE-TAX INCOME AND INCOME TAXES - Reconciliation of Income Taxes to the Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Income Tax Disclosure [Abstract] | |||
Computed U.S. Federal income taxes | $ 188.8 | $ 285.3 | $ 280.2 |
State income taxes, net of U.S. Federal tax impact | 34.1 | 18 | 22.4 |
Remeasurement of U.S. deferred taxes | 0 | (241.6) | 0 |
Transition tax on foreign earnings | (4.6) | 19.8 | 0 |
Tax credits and domestic manufacturing deduction | (5.6) | (20.6) | (19.8) |
Federal rate differential on legal reserve | 0 | 12.6 | 0 |
Goodwill and intangible impairments | 12.5 | 0 | 104.7 |
Stock compensation | (2.1) | (5.7) | (18.8) |
Legal entity reorganization | 16.9 | 0 | 0 |
State tax impact of combining Pinnacle business | (12) | 0 | 0 |
Change of valuation allowance on capital loss carryforward | (32.2) | 78.6 | (84.1) |
Change in estimate related to tax methods used for certain international sales, federal credits, and state credits | 0 | 0 | (8) |
Other | 23 | 28.2 | (21.9) |
Total provision for income taxes | $ 218.8 | $ 174.6 | $ 254.7 |
PRE-TAX INCOME AND INCOME TAX_6
PRE-TAX INCOME AND INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Tax Credit Carryforward [Line Items] | |||
Income taxes paid, net of refunds | $ 133.8 | $ 164.1 | $ 213 |
Liabilities for gross unrecognized tax benefits | 44.1 | 32.5 | |
Related liability for gross interest and penalties | 11.7 | 7.7 | |
Tax positions for which deductibility is high but timing is uncertain | 1 | ||
Interest and penalties recognized | 1.2 | 1.6 | (0.3) |
Net amount of unrecognized tax benefits that, if recognized, would favorably impact effective tax rate | 37.3 | 27.8 | |
Estimated decrease in gross unrecognized tax benefits | 20.7 | ||
Foreign net operating loss carryforwards | 30.1 | ||
Foreign net operating loss carryforwards (expiring between fiscal 2020 and 2040) | 15 | ||
Foreign net operating loss carryforwards with no expiration dates | 15.1 | ||
Federal net operating loss carryforwards | 146.2 | ||
Tax effected state net operating loss carryforwards | 49 | ||
Foreign tax credits (expiring between fiscal 2025 and 2029) | 7.6 | ||
State tax credits | 11.5 | ||
Net decrease in valuation allowance | 1.5 | $ 273.8 | $ 420.1 |
Net change in deferred taxes on cumulative earnings | $ 5.9 | ||
Minimum | |||
Tax Credit Carryforward [Line Items] | |||
Statutes of limitations, term | 3 years | ||
Maximum | |||
Tax Credit Carryforward [Line Items] | |||
Statutes of limitations, term | 5 years | ||
United States | Capital loss carryforwards | |||
Tax Credit Carryforward [Line Items] | |||
Capital loss carryforwards related to the private brands divestiture | $ 2,600 | ||
State | Capital loss carryforwards | |||
Tax Credit Carryforward [Line Items] | |||
Capital loss carryforwards related to the private brands divestiture | 169 | ||
Discontinued operations | |||
Tax Credit Carryforward [Line Items] | |||
Estimated decrease in gross unrecognized tax benefits | $ 6.7 |
PRE-TAX INCOME AND INCOME TAX_7
PRE-TAX INCOME AND INCOME TAXES - Schedule of the Tax Effect of Temporary Differences and Carryforwards (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Assets | ||
Inventory | $ 15.2 | $ 2.6 |
Accrued expenses | 11.8 | 15.5 |
Compensation related liabilities | 35.9 | 34.1 |
Pension and other postretirement benefits | 54.6 | 45.8 |
Other liabilities that will give rise to future tax deductions | 123.5 | 109.7 |
Net capital and operating loss carryforwards | 766.5 | 762.5 |
Federal credits | 18 | 3.5 |
Other | 37.6 | 23.6 |
Gross deferred tax assets | 1,063.1 | 997.3 |
Less: Valuation allowance | (738.1) | (739.6) |
Net deferred taxes | 325 | 257.7 |
Liabilities | ||
Property, plant and equipment | 240.7 | 141 |
Goodwill, trademarks and other intangible assets | 1,187 | 406.2 |
Investment in unconsolidated subsidiaries | 185.4 | 165.8 |
Other | 24 | 9.5 |
Gross deferred tax liabilities | 1,637.1 | 722.5 |
Net deferred taxes | $ 1,637.1 | $ 722.5 |
PRE-TAX INCOME AND INCOME TAX_8
PRE-TAX INCOME AND INCOME TAXES - Schedule of Change in Unrecognized Tax Benefits (Details) $ in Millions | 12 Months Ended |
May 26, 2019USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |
Beginning balance | $ 32.5 |
Acquired business positions | 10.6 |
Increases from positions established during prior periods | 7.7 |
Decreases from positions established during prior periods | (3.4) |
Increases from positions established during the current period | 4.2 |
Decreases relating to settlements with taxing authorities | (5.2) |
Reductions resulting from lapse of applicable statute of limitation | (3.3) |
Other adjustments to liability | 1 |
Ending balance | $ 44.1 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Operating Leased Assets [Line Items] | |||
Assets under capital and financing leases | $ 157.1 | $ 82.9 | |
Accumulated depreciation | 37.6 | 32.1 | |
Non-cash issuances of capital and financing lease obligations | 23.5 | 1.3 | $ 0.5 |
Continuing operations | |||
Operating Leased Assets [Line Items] | |||
Rent expense under all operating leases | $ 83.5 | $ 62.5 | $ 71.2 |
LEASES - Summary of Non-Cancell
LEASES - Summary of Non-Cancellable Operating Lease Commitments (Details) $ in Millions | May 26, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 52.1 |
2021 | 48.4 |
2022 | 38 |
2023 | 34.1 |
2024 | 25.6 |
Later years | 114.4 |
Total non-cancellable operating lease commitments | $ 312.6 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) | Jul. 10, 2019USD ($)installment | Jan. 27, 2014USD ($)defendant | May 26, 2019USD ($)siteperiod | May 27, 2018USD ($)building | May 28, 2017USD ($)lease | Sep. 04, 2018USD ($) |
Guarantor Obligations [Line Items] | ||||||
Number buildings purchased in period | building | 2 | |||||
Aggregate charges for early termination of leases | $ 48,200,000 | |||||
Number of expired lease agreements | lease | 1 | |||||
Financing lease obligation | $ 6,700,000 | |||||
Loss on lease put option | ||||||
Guarantor Obligations [Line Items] | ||||||
Estimated possible loss | $ 8,200,000 | 8,200,000 | ||||
Accrued put cost | $ 1,600,000 | $ 1,200,000 | ||||
Lamb Weston | ||||||
Guarantor Obligations [Line Items] | ||||||
Number of extension periods | period | 2 | |||||
Term of optional extension periods | 5 years | |||||
Beatrice | ||||||
Guarantor Obligations [Line Items] | ||||||
Number of sites where Beatrice is a potentially responsible party | site | 40 | |||||
Accrual for Beatrice-related environmental matters | $ 52,800,000 | |||||
Performance and payment of all amounts under sublease agreement | ||||||
Guarantor Obligations [Line Items] | ||||||
Maximum amount guaranteed | $ 19,100,000 | |||||
Remaining lease terms | 8 years | |||||
Guarantee to make payments | ||||||
Guarantor Obligations [Line Items] | ||||||
Maximum amount guaranteed | $ 1,200,000 | |||||
Remaining lease terms | 4 years | |||||
California | Beatrice | ||||||
Guarantor Obligations [Line Items] | ||||||
Number of other defendants | defendant | 2 | |||||
Estimated possible loss | $ 1,150,000,000 | |||||
Minimum | California | Beatrice | ||||||
Guarantor Obligations [Line Items] | ||||||
Estimated possible loss | $ 409,000,000 | |||||
Other accrued liabilities | Minimum | California | Beatrice | ||||||
Guarantor Obligations [Line Items] | ||||||
Estimated possible loss | $ 25,300,000 | |||||
Other noncurrent liabilities | Minimum | California | Beatrice | ||||||
Guarantor Obligations [Line Items] | ||||||
Estimated possible loss | 74,100,000 | |||||
Lamb Weston | Performance and payment of all amounts under sublease agreement | ||||||
Guarantor Obligations [Line Items] | ||||||
Maximum amount guaranteed | $ 75,000,000 | |||||
Subsequent event | California | Beatrice | ||||||
Guarantor Obligations [Line Items] | ||||||
Total payments to be made under settlement | $ 101,700,000 | |||||
Number of annual installments to be made | installment | 7 | |||||
Subsequent event | Maximum | California | Beatrice | ||||||
Guarantor Obligations [Line Items] | ||||||
Estimated possible loss | $ 15,000,000 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Nov. 25, 2018 | May 26, 2019 | May 27, 2018 | May 28, 2017 | May 29, 2016 | |
Derivative Financial Instruments [Line Items] | |||||
Period of economic hedge (up to) | 36 months | ||||
Deferred gain in accumulated other comprehensive income | $ 34.1 | ||||
Unamortized amount | 7,463.7 | $ 3,756.6 | $ 4,077.8 | $ 3,794.8 | |
Amount representing obligation to return cash | 0.1 | 1 | |||
Setoff to total derivative assets | 0.5 | 1.4 | |||
Setoff to total derivative liabilities | 0.4 | 0.4 | |||
Maximum amount of loss due to credit risk of courterparties | 2.9 | ||||
Cash flow hedge | |||||
Derivative Financial Instruments [Line Items] | |||||
Deferred gain in accumulated other comprehensive income | $ 47.5 | ||||
Commodity contracts | |||||
Derivative Financial Instruments [Line Items] | |||||
Total notional amount of contracts | 140.1 | 100 | |||
Purchase and sales contracts | |||||
Derivative Financial Instruments [Line Items] | |||||
Total notional amount of contracts | 18.5 | 34.2 | |||
Foreign currency forward and cross currency swap contracts | |||||
Derivative Financial Instruments [Line Items] | |||||
Total notional amount of contracts | 88.2 | $ 82.4 | |||
Cash flow hedge | Cash flow hedge | |||||
Derivative Financial Instruments [Line Items] | |||||
Unamortized amount | $ 45.5 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Assets and Liabilities Representing a Right to Reclaim Cash Collateral or Obligation to Return Cash Collateral (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Prepaid expenses and other current assets | $ 5.9 | $ 4.4 |
Other accrued liabilities | $ 1.4 | $ 0.1 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Derivative Assets and Liabilities Where Legal Right of Setoff Existed (Details) - Total derivatives not designated as hedging instruments - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 6.4 | $ 5.8 |
Derivative Liabilities | 1.8 | 0.5 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 4.9 | 3.7 |
Commodity contracts | Other accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 0.9 | 0.4 |
Foreign exchange contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 1.4 | 2.1 |
Foreign exchange contracts | Other accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | 0.9 | 0 |
Other | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0.1 | 0 |
Other | Other accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 0 | $ 0.1 |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Location and Amount of Gains (Losses) from Derivatives Not Designated as Hedging Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Derivatives, Fair Value [Line Items] | |||
Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations | $ (3.6) | $ (0.6) | $ 0.8 |
Commodity contracts | Cost of goods sold | |||
Derivatives, Fair Value [Line Items] | |||
Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations | (5.3) | 3 | 0.9 |
Foreign exchange contracts | Cost of goods sold | |||
Derivatives, Fair Value [Line Items] | |||
Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations | $ 1.7 | (3.9) | (0.3) |
Foreign exchange contracts | Selling, general and administrative expense | |||
Derivatives, Fair Value [Line Items] | |||
Amount of Gain (Loss) Recognized on Derivatives in Consolidated Statement of Operations | $ 0.3 | $ 0.2 |
PENSION AND POSTRETIREMENT BE_3
PENSION AND POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Nov. 26, 2017 | May 26, 2019 | May 27, 2018 | May 28, 2017 | May 29, 2016 | Sep. 30, 2017 | Aug. 27, 2017 | Dec. 31, 2016 | Nov. 09, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Expense related to expected incurrence of certain multi-employer plan withdrawal costs | $ 0.3 | $ 0.6 | $ 4 | ||||||
Fair value of certain investments | 51 | ||||||||
Fair value of funds which have imposed such gates | 4.2 | ||||||||
Additional expense related to expected incurrence of certain withdrawal costs | 0.3 | 0.6 | 4 | ||||||
Expense related to defined contribution plans | $ 39.9 | $ 24.5 | 18 | ||||||
Generally less than | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Maximum allowable funding percentage to be in critical status | 65.00% | ||||||||
Maximum allowable funding percentage to be in endangered status | 80.00% | ||||||||
Generally at least | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Minimum required funding percentage to be in the green zone | 80.00% | ||||||||
Percentage of plan's total contribution under Forms 5500 (more than) | 5.00% | ||||||||
Private equity funds | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Unfunded commitments for additional investments | $ 48.3 | ||||||||
Natural resources funds | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Unfunded commitments for additional investments | $ 17 | ||||||||
Fixed income securities | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target allocation (percent) | 90.00% | ||||||||
Return seeking securities | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target allocation (percent) | 10.00% | ||||||||
Pension Benefits | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Effective discount rate assumption | 3.88% | 4.14% | 4.11% | ||||||
Decrease to underfunded status of the pension plans | $ 0 | $ 79.5 | |||||||
Charge reflecting year-end write-off of actuarial losses | $ 3.4 | 5.1 | 3.4 | $ 1.2 | |||||
Accumulated benefit obligation | 3,700 | 3,400 | |||||||
Lump-sum settlement payments | 0 | 10.2 | 287.5 | ||||||
Settlement charge | 0 | 1.3 | 13.8 | ||||||
Benefit to accumulated other comprehensive income (loss) | 62.2 | ||||||||
Pre-tax reduction in total pension benefit cost associated with change in accounting estimate | (16.4) | $ (49) | (0.9) | ||||||
Anticipated contributions to plans in fiscal 2020 | $ 14.2 | ||||||||
Other Benefits | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Effective discount rate assumption | 3.48% | 3.81% | |||||||
Decrease to underfunded status of the pension plans | $ 0.6 | $ 0 | |||||||
Lump-sum settlement payments | 0.5 | 0 | |||||||
Settlement charge | (1) | 0 | 0 | ||||||
Pre-tax reduction in total pension benefit cost associated with change in accounting estimate | (1.3) | $ 0.7 | (1.2) | ||||||
Anticipated contributions to plans in fiscal 2020 | $ 10.8 | ||||||||
Spinoff | Pension Benefits | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Effective discount rate assumption | 3.86% | 3.78% | 3.90% | 4.04% | |||||
Decrease to underfunded status of the pension plans | 43.5 | 66 | |||||||
Pension curtailment gain (charge) within other comprehensive income (loss) | $ (0.7) | 19.5 | |||||||
Discontinued operations | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Expense related to expected incurrence of certain multi-employer plan withdrawal costs | 2.1 | ||||||||
Restructuring activities | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Expense related to expected incurrence of certain multi-employer plan withdrawal costs | 1.9 | ||||||||
Change in Assumptions for Defined Benefit Plans | Pension Benefits | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Pre-tax reduction in total pension benefit cost associated with change in accounting estimate | $ 27 |
PENSION AND POSTRETIREMENT BE_4
PENSION AND POSTRETIREMENT BENEFITS - Schedule of Changes in Benefit Obligations and Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Change in Plan Assets | |||
Fair value of plan assets at beginning of year | $ 3,355.1 | ||
Fair value of plan assets at end of year | 3,601.5 | $ 3,355.1 | |
Pension Benefits | |||
Change in Benefit Obligation | |||
Benefit obligation at beginning of year | 3,423.6 | 3,548.7 | |
Service cost | 10.9 | 42.8 | $ 56.9 |
Interest cost | 132.6 | 111.1 | 116.8 |
Plan participants' contributions | 0 | 0 | |
Amendments | 1.4 | 0.6 | |
Actuarial loss (gain) | 150.1 | (9.4) | |
Plan settlements | 0 | (10.2) | |
Curtailments | 0 | (79.5) | |
Benefits paid | (191.2) | (181.3) | |
Currency | (0.6) | 0.8 | |
Business acquisitions and divestitures | 206.4 | 0 | |
Benefit obligation at end of year | 3,733.2 | 3,423.6 | 3,548.7 |
Change in Plan Assets | |||
Fair value of plan assets at beginning of year | 3,355.1 | 2,983.6 | |
Actual return on plan assets | 252.2 | 249.6 | |
Employer contributions | 14.7 | 312.6 | |
Plan participants' contributions | 0 | 0 | |
Plan settlements | 0 | (10.2) | (287.5) |
Benefits paid | (191.2) | (181.3) | |
Currency | (0.6) | 0.8 | |
Business acquisitions and divestitures | 171.3 | 0 | |
Fair value of plan assets at end of year | 3,601.5 | 3,355.1 | 2,983.6 |
Other Benefits | |||
Change in Benefit Obligation | |||
Benefit obligation at beginning of year | 119.3 | 156.9 | |
Service cost | 0.1 | 0.2 | 0.3 |
Interest cost | 3.8 | 3.9 | 4.6 |
Plan participants' contributions | 2.5 | 4.7 | |
Amendments | (0.8) | (17.2) | |
Actuarial loss (gain) | (24.3) | (13.2) | |
Plan settlements | (0.5) | 0 | |
Curtailments | (0.6) | 0 | |
Benefits paid | (9.8) | (16.2) | |
Currency | (0.2) | 0.2 | |
Business acquisitions and divestitures | 1.7 | 0 | |
Benefit obligation at end of year | 91.2 | 119.3 | 156.9 |
Change in Plan Assets | |||
Fair value of plan assets at beginning of year | 3.7 | 0 | |
Actual return on plan assets | 0.2 | 3.7 | |
Employer contributions | 7.3 | 11.5 | |
Plan participants' contributions | 2.5 | 4.7 | |
Plan settlements | (0.5) | 0 | |
Benefits paid | (9.8) | (16.2) | |
Currency | 0 | 0 | |
Business acquisitions and divestitures | 0 | ||
Fair value of plan assets at end of year | $ 3.4 | $ 3.7 | $ 0 |
PENSION AND POSTRETIREMENT BE_5
PENSION AND POSTRETIREMENT BENEFITS - Schedule of Funded Status and Amounts Recognized (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 | Dec. 31, 2016 |
Pension Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Funded Status | $ (131.7) | $ (68.5) | |
Amounts Recognized in Consolidated Balance Sheets | |||
Other assets | 61.2 | 103 | |
Other accrued liabilities | (10.2) | (11.8) | |
Other noncurrent liabilities | (182.7) | (159.7) | |
Net Amount Recognized | (131.7) | (68.5) | |
Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax) | |||
Actuarial net loss (gain) | 115.8 | 48.8 | |
Net prior service cost (benefit) | 12.1 | 13.8 | |
Total | $ 127.9 | $ 62.6 | |
Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 26, 2019 and May 27, 2018 | |||
Discount rate | 3.88% | 4.14% | 4.11% |
Other Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Funded Status | $ (87.8) | $ (115.6) | |
Amounts Recognized in Consolidated Balance Sheets | |||
Other assets | 2.8 | 2.6 | |
Other accrued liabilities | (10.8) | (16.2) | |
Other noncurrent liabilities | (79.8) | (102) | |
Net Amount Recognized | (87.8) | (115.6) | |
Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-tax) | |||
Actuarial net loss (gain) | (47.8) | (25.8) | |
Net prior service cost (benefit) | (17.1) | (18.4) | |
Total | $ (64.9) | $ (44.2) | |
Weighted-Average Actuarial Assumptions Used to Determine Benefit Obligations at May 26, 2019 and May 27, 2018 | |||
Discount rate | 3.48% | 3.81% |
PENSION AND POSTRETIREMENT BE_6
PENSION AND POSTRETIREMENT BENEFITS - Schedule of Projected Benefit Obligation, Accumulated Benefit Obligation, and Fair Value of Plan Assets (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Retirement Benefits [Abstract] | ||
Projected benefit obligation | $ 964.3 | $ 951.1 |
Accumulated benefit obligation | 963.7 | 950.1 |
Fair value of plan assets | $ 771.4 | $ 779.5 |
PENSION AND POSTRETIREMENT BE_7
PENSION AND POSTRETIREMENT BENEFITS - Components of Pension Benefit and Other Postretirement Benefit Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Pension Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service cost | $ 10.9 | $ 42.8 | $ 56.9 |
Interest cost | 132.6 | 111.1 | 116.8 |
Expected return on plan assets | (174.4) | (218.3) | (207.4) |
Amortization of prior service cost (benefit) | 3.1 | 2.9 | 2.6 |
Special termination benefits | 0 | 0 | 1.5 |
Recognized net actuarial loss (gain) | 5.1 | 3.4 | 1.2 |
Settlement loss (gain) | 0 | 1.3 | 13.8 |
Curtailment loss (gain) | 0 | 0.7 | 1.7 |
Benefit cost — Company plans | (22.7) | (56.1) | (12.9) |
Pension benefit cost — multi-employer plans | 6.3 | 7.1 | 12 |
Total benefit (income) cost | (16.4) | (49) | (0.9) |
Other Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service cost | 0.1 | 0.2 | 0.3 |
Interest cost | 3.8 | 3.9 | 4.6 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior service cost (benefit) | (2.2) | (3.4) | (6.6) |
Special termination benefits | 0 | 0 | 0 |
Recognized net actuarial loss (gain) | (1.4) | 0 | 0.5 |
Settlement loss (gain) | (1) | 0 | 0 |
Curtailment loss (gain) | (0.6) | 0 | 0 |
Benefit cost — Company plans | (1.3) | 0.7 | (1.2) |
Pension benefit cost — multi-employer plans | 0 | 0 | 0 |
Total benefit (income) cost | $ (1.3) | $ 0.7 | $ (1.2) |
PENSION AND POSTRETIREMENT BE_8
PENSION AND POSTRETIREMENT BENEFITS - Schedule of Other Changes in Plan Assets and Benefit Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net amount recognized | $ (34) | $ 113 | $ 135 |
Pension Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net actuarial gain (loss) | (72.1) | 120 | |
Amendments | (1.4) | (0.6) | |
Amortization of prior service cost (benefit) | 3.1 | 2.9 | |
Settlement and curtailment loss (gain) | 0 | 2 | |
Recognized net actuarial loss (gain) | 5.1 | 3.4 | |
Net amount recognized | (65.3) | 127.7 | |
Other Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net actuarial gain (loss) | 25.1 | 16.8 | |
Amendments | 0.8 | 17.2 | |
Amortization of prior service cost (benefit) | (2.2) | (3.4) | |
Settlement and curtailment loss (gain) | (1.6) | 0 | |
Recognized net actuarial loss (gain) | (1.4) | 0 | |
Net amount recognized | $ 20.7 | $ 30.6 |
PENSION AND POSTRETIREMENT BE_9
PENSION AND POSTRETIREMENT BENEFITS - Weighted Average Actuarial Assumption Used to Determine Net Expense (Details) | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Pension Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 4.15% | 3.90% | 3.83% |
Long-term rate of return on plan assets | 5.17% | 7.50% | 7.50% |
Long-term rate of compensation increase | 3.63% | 3.63% | 3.66% |
Other Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 3.81% | 3.33% | 3.18% |
PENSION AND POSTRETIREMENT B_10
PENSION AND POSTRETIREMENT BENEFITS - Schedule of Fair Value of Plan Assets, Summarized by Level (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | $ 3,601.5 | $ 3,355.1 |
Cash and cash equivalents | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 78.4 | 66 |
U.S. equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 148.1 | 443.8 |
International equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 88.2 | 257.5 |
Government bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 748.3 | 1,854.8 |
Corporate bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 2,255.5 | 4.7 |
Mortgage-backed bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 31.1 | 9.3 |
Real estate funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0.4 | 7.7 |
Master limited partnerships | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0.4 | |
Net receivables for unsettled transactions | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 5.6 | 10.9 |
Level 1 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 150.8 | 596.3 |
Level 1 | Cash and cash equivalents | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0.7 | 1 |
Level 1 | U.S. equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 56.3 | 319.8 |
Level 1 | International equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 87.8 | 256.5 |
Level 1 | Government bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 1 | Corporate bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 1 | Mortgage-backed bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 1 | Real estate funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0.4 | 7.7 |
Level 1 | Master limited partnerships | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0.4 | |
Level 1 | Net receivables for unsettled transactions | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 5.6 | 10.9 |
Level 2 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 3,204.8 | 2,058.8 |
Level 2 | Cash and cash equivalents | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 77.7 | 65 |
Level 2 | U.S. equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 91.8 | 124 |
Level 2 | International equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0.4 | 1 |
Level 2 | Government bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 748.3 | 1,854.8 |
Level 2 | Corporate bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 2,255.5 | 4.7 |
Level 2 | Mortgage-backed bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 31.1 | 9.3 |
Level 2 | Real estate funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 2 | Master limited partnerships | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | |
Level 2 | Net receivables for unsettled transactions | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 3 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 3 | Cash and cash equivalents | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 3 | U.S. equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 3 | International equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 3 | Government bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 3 | Corporate bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 3 | Mortgage-backed bonds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 3 | Real estate funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Level 3 | Master limited partnerships | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | |
Level 3 | Net receivables for unsettled transactions | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 0 | 0 |
Total | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | 3,355.6 | 2,655.1 |
Measured at net asset value | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Total pension plan assets | $ 245.9 | $ 700 |
PENSION AND POSTRETIREMENT B_11
PENSION AND POSTRETIREMENT BENEFITS - Schedule of Pension Plan Weighted-Average Asset Allocations and Target Asset Allocations (Details) | May 26, 2019 | May 27, 2018 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted-average Asset Allocations | 100.00% | 100.00% |
Equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted-average Asset Allocations | 7.00% | 21.00% |
Debt securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted-average Asset Allocations | 85.00% | 58.00% |
Real estate funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted-average Asset Allocations | 1.00% | 10.00% |
Multi-strategy hedge funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted-average Asset Allocations | 0.00% | 4.00% |
Private equity | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted-average Asset Allocations | 3.00% | 4.00% |
Other | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted-average Asset Allocations | 4.00% | 3.00% |
PENSION AND POSTRETIREMENT B_12
PENSION AND POSTRETIREMENT BENEFITS - Schedule of Assumed Health Care Cost Trend Rates (Details) | May 26, 2019 | May 27, 2018 |
Assumed Health Care Cost Trend Rates at: | ||
Initial health care cost trend rate | 7.20% | 7.87% |
Ultimate health care cost trend rate | 4.50% | 4.50% |
PENSION AND POSTRETIREMENT B_13
PENSION AND POSTRETIREMENT BENEFITS - Schedule of Estimated Future Gross Benefit Payments (Details) $ in Millions | May 26, 2019USD ($) |
Pension Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2020 | $ 200.7 |
2021 | 201.3 |
2022 | 203.9 |
2023 | 207.1 |
2024 | 210 |
Succeeding 5 years | 1,074.8 |
Health Care and Life Insurance Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2020 | 10.9 |
2021 | 10.1 |
2022 | 9.3 |
2023 | 8.5 |
2024 | 7.8 |
Succeeding 5 years | $ 30.2 |
PENSION AND POSTRETIREMENT B_14
PENSION AND POSTRETIREMENT BENEFITS - Schedule of Contributions for Plans That Are Not Individually Significant (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Multiemployer Plans [Line Items] | |||
Total Contributions | $ 6 | $ 6.5 | $ 8 |
Bakery and Confectionary Union and Industry International Pension Plan | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 0.1 | 1.5 | 1.8 |
Central States, Southeast and Southwest Areas Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 1.8 | 1.8 | 1.8 |
Western Conference of Teamsters Pension Plan | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 3.2 | 2.8 | 4 |
Other Plans | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | $ 0.9 | $ 0.4 | $ 0.4 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | May 26, 2019 | May 27, 2018 |
Assets: | ||
Derivative assets | $ 5.9 | $ 4.4 |
Marketable securities | 15.7 | 4.8 |
Deferred compensation assets | 10.7 | |
Total assets | 32.3 | 9.2 |
Liabilities: | ||
Derivative liabilities | 1.4 | 0.1 |
Deferred compensation liabilities | 70.4 | 51.6 |
Total liabilities | 71.8 | 51.7 |
Level 1 | ||
Assets: | ||
Derivative assets | 3 | 1.7 |
Marketable securities | 15.7 | 4.8 |
Deferred compensation assets | 10.7 | |
Total assets | 29.4 | 6.5 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Deferred compensation liabilities | 70.4 | 51.6 |
Total liabilities | 70.4 | 51.6 |
Level 2 | ||
Assets: | ||
Derivative assets | 2.9 | 2.7 |
Marketable securities | 0 | 0 |
Deferred compensation assets | 0 | |
Total assets | 2.9 | 2.7 |
Liabilities: | ||
Derivative liabilities | 1.4 | 0.1 |
Deferred compensation liabilities | 0 | 0 |
Total liabilities | 1.4 | 0.1 |
Level 3 | ||
Assets: | ||
Derivative assets | 0 | 0 |
Marketable securities | 0 | 0 |
Deferred compensation assets | 0 | |
Total assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Deferred compensation liabilities | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Asset impairment charges | $ 93.8 | $ 14.7 | $ 343.3 |
Carrying amount of long-term debt (including current installments) | 10,680 | 3,540 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Estimated fair value of debt based on current market rates | 11,240 | 3,760 | |
Grocery & Snacks | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Indefinite-lived brand impairment charges | 76.5 | 4 | 68.2 |
Asset impairment charges | 27.6 | ||
International | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Indefinite-lived brand impairment charges | 13.1 | 0.8 | 37 |
Goodwill impairment charges | $ 198.9 | ||
Corporate segment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Asset impairment charges | $ 2.7 | $ 4.7 |
BUSINESS SEGMENTS AND RELATED_3
BUSINESS SEGMENTS AND RELATED INFORMATION - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
May 26, 2019USD ($) | Feb. 24, 2019USD ($) | Nov. 25, 2018USD ($) | Aug. 26, 2018USD ($) | May 27, 2018USD ($) | Feb. 25, 2018USD ($) | Nov. 26, 2017USD ($) | Aug. 27, 2017USD ($) | May 26, 2019USD ($)segment | May 27, 2018USD ($) | May 28, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reporting segments | segment | 6 | ||||||||||
Cumulative net derivative losses from economic hedges recognized in general corporate expenses | $ 1.4 | $ 1.4 | |||||||||
Net gains incurred | 1 | $ 0.4 | |||||||||
Segment operating results gains expected to be reclassified in fiscal 2020 | 0.9 | ||||||||||
Segment operating results gains expected to be reclassified in fiscal 2021 and thereafter | 0.5 | ||||||||||
Total depreciation expense | 283.9 | 222.1 | $ 234.4 | ||||||||
Net sales | 2,613.2 | $ 2,707.1 | $ 2,383.7 | $ 1,834.4 | $ 1,966.2 | $ 1,994.5 | $ 2,173.4 | $ 1,804.2 | 9,538.4 | 7,938.3 | 7,826.9 |
Payable to suppliers who utilize third-party service | $ 189.3 | 189.3 | |||||||||
Grocery & Snacks | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 3,279.2 | 3,287 | 3,208.8 | ||||||||
Refrigerated & Frozen | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 2,804 | 2,753 | 2,652.7 | ||||||||
International | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 793.4 | 843.5 | 816 | ||||||||
Foodservice | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 934.2 | 1,054.8 | 1,078.3 | ||||||||
Outside of the United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 919.5 | $ 918.4 | $ 887.2 | ||||||||
Customer Concentration Risk | Net sales | Wal-Mart Stores, Inc. and its affiliates | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Percentage of consolidated net sales attributable to largest customer | 24.00% | 24.00% | 24.00% | ||||||||
Customer Concentration Risk | Net receivables | Wal-Mart Stores, Inc. and its affiliates | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Percentage of consolidated net sales attributable to largest customer | 30.00% | 25.00% |
BUSINESS SEGMENTS AND RELATED_4
BUSINESS SEGMENTS AND RELATED INFORMATION - Schedule of Segment Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
May 26, 2019 | Feb. 24, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | May 27, 2018 | Feb. 25, 2018 | Nov. 26, 2017 | Aug. 27, 2017 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 2,613.2 | $ 2,707.1 | $ 2,383.7 | $ 1,834.4 | $ 1,966.2 | $ 1,994.5 | $ 2,173.4 | $ 1,804.2 | $ 9,538.4 | $ 7,938.3 | $ 7,826.9 |
Operating profit | 1,641.8 | 1,412.5 | 1,240 | ||||||||
Equity method investment earnings | 75.8 | 97.3 | 71.2 | ||||||||
General corporate expenses | 462.2 | 459.4 | 370.2 | ||||||||
Pension and postretirement non-service income | 35.1 | 80.4 | 55.2 | ||||||||
Interest expense, net | 391.4 | 158.7 | 195.5 | ||||||||
Income tax expense | 218.8 | 174.6 | 254.7 | ||||||||
Income from continuing operations | $ 125.2 | $ 242.6 | $ 134.3 | $ 178.2 | $ 70.6 | $ 349.2 | $ 224.1 | $ 153.6 | 680.3 | 797.5 | 546 |
Less: Net income attributable to noncontrolling interests of continuing operations | 0.1 | 3.4 | 1.9 | ||||||||
Income from continuing operations attributable to Conagra Brands, Inc. | 680.2 | 794.1 | 544.1 | ||||||||
Grocery & Snacks | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 3,279.2 | 3,287 | 3,208.8 | ||||||||
Operating profit | 689.2 | 724.8 | 655.4 | ||||||||
Refrigerated & Frozen | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 2,804 | 2,753 | 2,652.7 | ||||||||
Operating profit | 502.2 | 479.4 | 445.8 | ||||||||
International | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 793.4 | 843.5 | 816 | ||||||||
Operating profit | 94.5 | 86.5 | (168.9) | ||||||||
Foodservice | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 934.2 | 1,054.8 | 1,078.3 | ||||||||
Operating profit | 117.7 | 121.8 | 105.1 | ||||||||
Pinnacle Foods | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,727.6 | 0 | 0 | ||||||||
Operating profit | 238.2 | 0 | 0 | ||||||||
Commercial | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 0 | 0 | 71.1 | ||||||||
Operating profit | $ 0 | $ 0 | $ 202.6 |
BUSINESS SEGMENTS AND RELATED_5
BUSINESS SEGMENTS AND RELATED INFORMATION - Schedule of Net Sales by Product Type (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
May 26, 2019 | Feb. 24, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | May 27, 2018 | Feb. 25, 2018 | Nov. 26, 2017 | Aug. 27, 2017 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | $ 2,613.2 | $ 2,707.1 | $ 2,383.7 | $ 1,834.4 | $ 1,966.2 | $ 1,994.5 | $ 2,173.4 | $ 1,804.2 | $ 9,538.4 | $ 7,938.3 | $ 7,826.9 |
Snacks | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 1,363.4 | 1,199 | 1,046.7 | ||||||||
Other shelf-stable | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 2,567.1 | 2,088 | 2,162.1 | ||||||||
Frozen | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 2,968.4 | 2,014.8 | 1,886.1 | ||||||||
Refrigerated | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 788 | 738.2 | 766.5 | ||||||||
International | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 846.2 | 843.5 | 816 | ||||||||
Foodservice | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 1,005.3 | 1,054.8 | 1,078.4 | ||||||||
Commercial | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | $ 0 | $ 0 | $ 71.1 |
BUSINESS SEGMENTS AND RELATED_6
BUSINESS SEGMENTS AND RELATED INFORMATION - Schedule of Net Derivative Gains (Losses) from Economic Hedges (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | $ 1 | $ 0.4 | |
Commodity contracts | |||
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | (3.6) | (0.9) | $ 0.6 |
Commodity contracts | Reporting segments | |||
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | (1.8) | (7.1) | 5.7 |
Commodity contracts | Reporting segments | Grocery & Snacks | |||
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | (2.1) | 0.2 | 3.4 |
Commodity contracts | Reporting segments | Refrigerated & Frozen | |||
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | (1.1) | (0.3) | 0.8 |
Commodity contracts | Reporting segments | International | |||
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | 2.8 | (6.9) | 1.6 |
Commodity contracts | Reporting segments | Foodservice | |||
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | (0.6) | (0.1) | 0 |
Commodity contracts | Reporting segments | Pinnacle Foods | |||
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | (0.8) | 0 | 0 |
Commodity contracts | Reporting segments | Commercial | |||
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | 0 | 0 | (0.1) |
Commodity contracts | Net derivative gains (losses) recognized in general corporate expenses | |||
Segment Reporting Information [Line Items] | |||
Net derivative gains (losses) incurred | $ (1.8) | $ 6.2 | $ (5.1) |
QUARTERLY FINANCIAL DATA (Una_3
QUARTERLY FINANCIAL DATA (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
May 26, 2019 | Feb. 24, 2019 | Nov. 25, 2018 | Aug. 26, 2018 | May 27, 2018 | Feb. 25, 2018 | Nov. 26, 2017 | Aug. 27, 2017 | May 26, 2019 | May 27, 2018 | May 28, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 2,613.2 | $ 2,707.1 | $ 2,383.7 | $ 1,834.4 | $ 1,966.2 | $ 1,994.5 | $ 2,173.4 | $ 1,804.2 | $ 9,538.4 | $ 7,938.3 | $ 7,826.9 |
Gross profit | 708 | 752.3 | 677.2 | 515.5 | 575.4 | 598.8 | 658.3 | 519 | |||
Income from continuing operations, net of tax | 125.2 | 242.6 | 134.3 | 178.2 | 70.6 | 349.2 | 224.1 | 153.6 | 680.3 | 797.5 | 546 |
Income (loss) from discontinued operations, net of tax | 0 | 0 | (1.9) | 0 | (0.3) | 14.5 | 0.4 | (0.3) | (1.9) | 14.3 | 102 |
Net income attributable to Conagra Brands, Inc. | $ 126.5 | $ 242 | $ 131.6 | $ 178.2 | $ 69.6 | $ 362.8 | $ 223.5 | $ 152.5 | $ 678.3 | $ 808.4 | $ 639.3 |
Basic earnings per share: | |||||||||||
Net income attributable to Conagra Brands, Inc. common stockholders | $ 0.26 | $ 0.50 | $ 0.31 | $ 0.45 | $ 0.18 | $ 0.91 | $ 0.55 | $ 0.37 | $ 1.53 | $ 2 | $ 1.48 |
Diluted earnings per share: | |||||||||||
Net income attributable to Conagra Brands, Inc. common stockholders | 0.26 | 0.50 | 0.31 | 0.45 | 0.18 | 0.90 | 0.54 | 0.36 | 1.52 | 1.98 | 1.46 |
Dividends declared per common share (in dollars per share) | 0.2125 | 0.2125 | 0.2125 | 0.2125 | 0.2125 | 0.2125 | 0.2125 | 0.2125 | 0.85 | 0.85 | $ 0.90 |
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | 28.83 | 28.83 | |||||||||
High | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | 31.28 | 32.60 | 38.25 | 38.94 | 38.29 | 38.50 | 35.87 | 39.95 | 31.28 | 38.29 | |
Low | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | $ 22.37 | $ 20.85 | $ 32.42 | $ 34.64 | $ 35.34 | $ 35.47 | $ 32.43 | $ 33.07 | $ 22.37 | $ 35.34 |
Uncategorized Items - cag-20190
Label | Element | Value |
Accounting Standards Update 2016-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (3,900,000) |
Accounting Standards Update 2016-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (3,900,000) |
Accounting Standards Update 2016-01 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Accounting Standards Update 2016-01 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (600,000) |
Accounting Standards Update 2016-01 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 600,000 |
Accounting Standards Update 2018-02 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Accounting Standards Update 2018-02 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (17,400,000) |
Accounting Standards Update 2018-02 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 17,400,000 |